Investor Presentation

Transcription

1 Investor Presentation March 2017

2 Experienced Senior Leadership Team Michael McKee Executive Chairman Tom Herzog Chief Executive Officer 1 Peter Scott Chief Financial Officer Justin Hutchens President Troy McHenry General Counsel and Corporate Secretary Jon Bergschneider Senior Managing Director Life Science Properties Kai Hsiao Senior Managing Director Senior Housing Properties Tom Klaritch Senior Managing Director Medical Office Properties Senior Managing Directors Average 20 Years of Direct Property Segment Experience HCP Overview

3 2016 and Recent Accomplishments Executed the Spin-off of the HCR ManorCare Portfolio Completed on October 31, 2016 Reduced and Improved Brookdale Concentration Will be reduced from 34% immediately post-spin to 27% via announced transactions (1) Improved Balance Sheet Metrics Executing asset sale and financing plan announced in May Affirmed 2017 FFO as Adjusted Guidance 2017 Guidance in-line with initial Outlook provided in November 2016 Improved Transparency and Financial Disclosure Revamped and enhanced Supplemental disclosures in 3Q16 (1) Concentration is based on Cash NOI plus interest income. Reflects the announced RIDEA II transaction, sale of 64 Brookdale triple-net leased assets and sale or transfer of 25 Brookdale triple-net leased assets. HCP Overview

4 2017 Goals and Priorities Key Goals and Priorities Commentary Grow Organically 3% same-property Cash NOI growth Improve Portfolio Quality Recycle capital into higher-growth opportunities including our development pipeline Execute on and expand MOB redevelopment pipeline Close announced Brookdale 64 & 25 transactions and continue to manage concentration over time 3 Strengthen the Balance Sheet Target Net Debt/EBITDA in low to mid-6x and leverage to 43-44% using Brookdale asset sale proceeds and further improvement over time Accretive External Growth Grow opportunistically in Senior Housing, Medical Office, and Life Science segments when accretive HCP Overview

5 What Differentiates HCP High-quality, 94% private-pay portfolio with a balanced emphasis on Senior Housing, Medical Office, and Life Science real estate Strong and improving investment grade balance sheet with ample liquidity and no significant debt liquidity maturities and through no significant end of 2018 debt post maturities the closing through of announced end of 2018 Brookdale transactions Diversified senior housing portfolio: triple-net leases are well covered and 65% independent-living in our SHOP assets Premier Life Science portfolios in San Francisco and San Diego 82% on-campus MOB portfolio with stable and consistent performance $875 million development and redevelopment pipeline with an additional 2 million square feet of entitlements Smaller investment base from which to grow Senior Housing - The Solana Preserve Houston, TX 4 We Will Strive to be Recognized for Our: Investment plan emphasizing prudent capital allocation and accretive growth objectives Improvement in credit metrics over time to regain Baa1/BBB+ ratings Best-in-class disclosures and transparency East Mesa MOB Mesa, AZ Global leader in sustainability HCP Overview

6 HCP in Context within the U.S. Healthcare Real Estate Market U.S. healthcare real estate market is large and fragmented with favorable demographic trends Provides HCP with a deep pipeline for future growth Estimated Market Value of U.S. Healthcare Real Estate (1) HCP s Portfolio (2) Other owners of healthcare real estate Other (3) 13% Senior Housing NNN 24% $1.1 Trillion Other public REITs HCP Medical Office 22% $25B Enterprise Value Life Science 21% SHOP 20% 5 For the next 20 years, an average of 10,000 U.S. seniors per day will reach age 65 (1) Sources: National Investment Center for Seniors Housing & Care (NIC), HCP research. (2) Enterprise value based on HCP s share price of $32.12 on 2/23/2017 and total consolidated debt and HCP s share of unconsolidated JV debt as of 12/31/16. Percentages by segment represent Cash NOI based on HCP s Guidance provided on 2/13/17. (3) Primarily consists of hospitals, U.K. real estate, and all debt investments. HCP Overview

7 Premier Portfolio in Attractive Healthcare Markets (1) Senior Housing - NNN 24% Improved lease coverage with announced Brookdale transactions (2) 73% located in Top 50 MSAs (3) Limited expirations weighted average remaining term of 9 years Senior Housing - SHOP Life Science 20% 21% 65% of SHOP Cash NOI from Independent Living and CCRC assets (1) 80% located in Top 50 MSAs (3) 5-mile radius median income and 75+ net worth above the national average (4) 93% located in 2 of the top 3 core markets (3) Largest owner and developer on the West Coast 87% of revenues from public or well-established private companies 6 Medical Office 22% 82% located on-campus; 13% adjacent or anchored; 85% in Top 50 MSAs (3) 95% affiliated with 150+ hospitals and healthcare systems (3) Steady occupancy consistently above 90% (1) Percentages by segment are based on Cash NOI based on HCP s guidance provided on 2/13/17. Excludes other non-reportable segments, which primarily consists of hospitals, U.K. real estate, and all debt investments. (2) After giving effect to the announced Brookdale transactions, EBITDAR-to-rent coverage for the retained 78 triple-net leased properties increases to 1.21x for the trailing 12 months ended 12/31/16 reported one quarter in arrears. (3) Percentage based on Cash NOI for senior housing and square footage for medical office and life science. (4) Demographic data provided by ESRI for HCP Overview

8 Where We Plan to Grow Senior Housing Medical Office Life Science The Solana Preserve Houston, TX Parker Adventist Denver, CO The Cove South San Francisco, CA Investable Universe (1) ~$250 billion ~$350 billion ~$50 billion 7 Overview Fragmented ownership - only ~15% owned by public REITs Undercapitalized operators value lower-cost REIT capital ~55% IL and 45% AL per NIC Aging population is increasing demand for healthcare services Value-based healthcare driving consolidation and efficiencies Continued shift from acute towards outpatient setting Pharma and biotech addressing patent cliff with research and development of new products Historically high investment in LS companies by VCs, public markets and established biotech/ls companies in Growth Priorities Focus on a select group of quality operating partners with high-growth potential NNN acquisition opportunities are currently limited; SHOPstructures offer better alignment Preference for on-campus and/or assets located in elite clusters with a critical mass of primary care doctors, specialists and diagnostic testing Investment focus on nationallyrecognized top-tier research clusters Shortened decision making window of LS companies supports selective speculative activity (1) Sources: NIC and HCP research. HCP Overview

9 Development and Redevelopment The Cove at Oyster Point South San Francisco, CA

10 Value Creation from Development Pipeline (1) $820M of Committed Ground-up Developments Phases I & II of The Cove development are a combined 86% leased; recently commenced Phase III representing ~336,000 sq. ft. Medical Office ($ millions) 16% Represents a driver of accretive NAV and earnings growth upon stabilization, supplementing internal growth $390M of remaining spend to be funded with retained cash flow and non-core asset sales Life Science 84% Driver to Increase NAV and Earnings Over Time $820 $390 remaining spend $140 placed in service $37 Medical Office developments are 64% leased and affiliated with / anchored by strong health systems (Memorial Hermann and HCA) Development program targets basis point spread between development yield and market cap rates; current pipeline expected yield is above the high-end of this range Pipeline Expected to Stabilize in Phases over Next Three Years $430 funded to date $228 $221 $20 $ H H 1H H 1H H $211 9 (1) Reflects committed ground-up development projects as of 12/31/16. Development and Redevelopment

11 The Cove at Oyster Point Development Premier Class A Life Science development project totaling one million sq. ft. at the gateway to South San Francisco Can we get an in process pic? $620 million delivered or in-process; 164,000 sq. ft. of remaining entitlements Phase I & II: 477,000 sq. ft.; 86% leased Commencing Phase III; 336,000 sq. ft. in two buildings; anticipated delivery 4Q LEED Silver campus with rich amenity profile, including food service, fitness, meeting space, hotel & retail Development and Redevelopment

12 Redevelopment Opportunity and Entitlements Our on-campus Medical Office portfolio has significant embedded redevelopment potential We expect to increase the size of our current Medical Office redevelopment pipeline to target $ million of projects per year over the next several years with cash-on-cost returns of 9-12% Medical Office Redevelopment Capitol Medical Center, Sacramento, California Capitol Medical Center Redevelopment Case Study Outpatient clinic with licensed endoscopy suite 15-year, full-building lease to UC Davis Health System $21 million project costs with a mid-teen IRR Before Before After 11 Land Held for Development and Entitlements Project Sub-market Segment Sq. ft.(1) Book Value($M) Sierra Point S. San Fran LS 540 $92 Forbes Research S. San Fran LS The Cove - Phase IV S. San Fran LS Modular Labs III S. San Fran LS Total South San Francisco 1,135 $162 Poway II Poway LS 465 $43 Bressi Ranch II Carlsbad LS Torrey Pines Torry Pines LS Directors Place Sorrento Mesa LS 80 6 Total San Diego MSA 940 $86 Remaining(2) Various Various na 10 Total Land 2,075 $ million sq. ft. of entitlements on parcels we own and control Majority of land is located in key west coast life science markets of San Francisco and San Diego Creates a shadow development pipeline inexcess of $1 billion (1) Estimated rentable square feet in 000s; 2) Includes HCP s share of unconsolidated JV land held for development. Development and Redevelopment

13 Property Segment Highlights 12 Oakmont of Chino Hills Chino Hills, CA

14 Diversified Senior Housing Portfolio 45% SHOP Investments 55% Triple-net Leased Portfolio $582M Cash NOI (1) 13 (1) Represents Cash NOI based on HCP s Guidance provided on 2/13/17. SENIOR HOUSING

15 Triple-Net Leases Anchor Recurring Internal Growth $323 million Cash NOI (1) from 210 triple-net leased senior housing properties managed by 13 operators 2% to 3% average annual escalators Brookdale property EBITDAR-to-rent coverage improves to 1.21x and HCP s triple-net senior housing portfolio coverage improves to 1.13x upon completing the Brookdale asset sales (2) Independent Living 5-mile median income and net worth above the national average (2) Assisted Living Limited expirations weighted average remaining term of 9 years 14 Senior Housing Oakmont of Roseville Roseville, CA Memory Care Senior Housing The Fairfax Ft. Belvoir, VA (1) Represents Cash NOI based on HCP s Guidance provided on 2/13/17. (2) After giving effect to the announced Brookdale transactions. SENIOR HOUSING

16 SHOP Portfolio is Well-Positioned $260 million Cash NOI (1) from 150 properties High mix of independent living, which has been less impacted by new supply in our markets 15+ years average affordability (2) SHOP Portfolio Mix by Cash NOI (1) 6% Annual Inventory Growth (3) Assisted Living 15 Independent Living (4) 65% Assisted Living 35% 4% 2% Independent Living (4) 0% E 65% of supply growth over next 12 months is Assisted Living - HCP s portfolio is 65% Independent Living (1) Represents Cash NOI based on HCP s Guidance provided on 2/13/17. (2) Affordability represents the number of years an individual can support the cost of residing in a senior housing facility. Affordability is calculated using the median net worth for individuals ages 75 and older, divided by the annualized revenue per occupied room (REVPOR) less the median income for individuals ages 75 and older. Markets with median income in excess of REVPOR reflect an Affordability metric of greater than (>) 15 years. (3) Supply data from NIC. (4) Includes CCRC. SENIOR HOUSING

17 Brookdale Portfolio Update (1) 35% of Brookdale Cash NOI from Triple-Net Leases (10% of total HCP Cash NOI and interest income) 65% of Brookdale NOI from Operating Business (17% of total HCP Cash NOI and interest income) Blended rent coverage of 1.21x post closing of Brookdale 64 transaction All leases guaranteed by Brookdale - Corporate FCC of 1.4x (2) Portfolio is comprised of multiple leases with staggered lease maturities Annual maturities do not exceed 10% until 2023, and then remain below 10% from 2024 to 2027 No direct credit exposure We expect 2.0% to 3.0% same-property Cash NOI growth in 2017 despite industry headwinds from new supply and wage pressures - Only 18% of HCP s SHOP Cash NOI (2.9% of total company Cash NOI and interest income) is subject to new supply (within a 5-mile radius of new construction) Strong alignment (10% to 51% BKD JV ownership) - Capex investments to maintain competitive position 16 30% 25% Brookdale Lease Maturity Schedule 26% Brookdale SHOP Portfolio Cash NOI by Majority Type 21% 20% 15% 12% 16% AL 29% 10% 5% 7% 1% 7% 1% 9% IL + CCRC 71% 0% (1) Pro forma to exclude Cash NOI for 64 properties held for sale, the previously announced planned sale or transition of 25 triple-net assets and the sale of a 40% interest in RIDEA II that closed in January (2) Source: Brookdale Q Supplemental. Adjusted for 5% management fee and capital $350/unit. SENIOR HOUSING

18 Irreplaceable Life Science Portfolio $276 million Cash NOI (1) from 120 properties encompassing over 7 million sq. ft. Largest life science footprint in 2 of the top 3 cluster markets 97% Average occupancy over past two years 87% Revenues from public or well-established private companies 20+ Years as premier life science owner and developer with 2.1M sq. ft. of entitled land Largest Life Science Owner on the West Coast (2) Annualized Base Rent by Tenant Type SAN FRANCISCO 4.7M sq. ft. 17 Key Submarkets S. San Francisco Redwood City Mountain View Hayward SAN DIEGO 2.1M sq. ft. Key Submarkets Torrey Pines UTC Sorrento Mesa Poway (1) Represents Cash NOI based on HCP s Guidance provided on 2/13/17. (2) In addition to San Francisco and San Diego, we own an additional 512,000 sq. ft. in Utah and North Carolina. LIFE SCIENCE

19 Life Science Market in Focus: South San Francisco HCP Existing Properties HCP Developments & Entitlements HCP Existing Properties Genentech Corporate Campus 2 HCP Developments S. San Francisco submarket ~9M sq. ft. Direct lab vacancy: 2.8% Total lab availability: 3.4% 2016 net absorption: 800,000 sq. ft. HCP controls ~30% of the cluster market 2.7 million sq. ft. $142 million of December 2016 annualized The Cove base rent 1 The Cove at Oyster Point $720 million total project cost across four phases 4 3 $620 million delivered or in-process 114,000 sq. ft. delivered, 699,000 sq. ft. inprocess and 164,000 sq. ft. of remaining entitlements 1.1 million sq. ft. of S. San Francisco entitlements 1 Sierra Point: 540,000 sq. ft. 2 Forbes Research Center: 326,000 sq. ft. 3 The Cove: 164,000 sq. ft. 4 Modular Labs III: 106,000 sq. ft. LIFE SCIENCE 18

20 Medical Office: Industry-Leading On-Campus Portfolio $290 million Cash NOI (1) from 239 properties encompassing 18 million sq. ft. ~80% Avg. retention rate last five years 82% On-Campus 95% Affiliated with hospitals and healthcare systems 90%+ Consistently occupied National Portfolio - 82% On-Campus Market Density (sq. ft.) 500K+ 250K- 500K 100K 250K > 100,000 SF Top 10 Markets Market Sq. ft. (000s) Portfolio % Houston, TX 2,600 15% Dallas, TX 2,200 12% Nashville, TN 1,300 7% Philadelphia, PA 1,200 7% Louisville, KY 1,100 6% Denver, CO 1,000 6% Salt Lake City, UT 775 4% Phoenix, AZ 725 4% Seattle, WA 675 4% Miami, FL 550 3% Top 10 Markets 12,125 67% 19 (1) Represents Cash NOI based on HCP s Guidance provided on 2/13/17. MEDICAL OFFICE PROPERTIES

21 Medical Office Internal Growth: Strong, Steady, Stable Strong Retention Steady Occupancy 80% 100% 70% 90% 60% 80% 50% % Stable Same Property Cash NOI Growth Consistent Leader in Tenant Satisfaction (1) 4% 3% 2% 1% 0% HCP Kingsley Index (1) Kingsley Associates tenant survey measuring tenant satisfaction with medical office landlords on a 0 to 5 scale, with 5 representing the highest level of tenant satisfaction.. MEDICAL OFFICE PROPERTIES

22 Example of On-Campus Strategy: Centennial Medical Center HCP s Nashville portfolio is anchored by the 100% leased, seven-building, 615,000 sq. ft. oncampus cluster on HCA s Centennial Medical Center Centennial campus is made up of three hospitals with ~650 beds and ~30,000 admissions/yr Strategically Located Portfolio in Nashville CBD Driving Above-Market Fundamentals 21 A: Physician s Park B: Parkview C: Atrium D: Medical Plaza GLA: 197,500 sq. ft. Occupancy: 100% GLA: 188,800 sq. ft. Occupancy: 100% HCP owned MOBs not pictured: E: 2222 State, 18,300 sq. ft., occupancy 100%; F: Building C, 8,700 sq. ft., occupancy 100%; G:Tace 10,000 sq. ft., occupancy 100%. Occupancy data as of 12/31/16. SENIOR HOUSING GLA: 95,500 sq. ft. Occupancy: 100% MEDICAL OFFICE PROPERTIES GLA: 95,800 sq. ft. Occupancy: 100%

23 Hospital and International Portfolio Hospital International 73% 6.1x coverage (1) acute-care hospitals EBITDAR lease Cash NOI from $570M investment dollars, 15 properties and 2,300 beds NNN leases with 1.5%-2.5% average annual rent escalators Key relationships: HCA, Hoag, HealthSouth 93% 1.3x coverage (1) Occupancy EBITDAR lease Year-end $570M debt investments dollars (2) and $370M real estate investment dollars, 61 properties and 3,200 beds NNN leases with 1.5%-2.5% average annual rent escalators Deep partnerships with top U.K. operators HC-One and Maria Mallaband 22 Fresno Surgical Hospital Fresno, CA HC- One - Greenfield Park Glasgow, Scotland (1) EBITDAR lease coverage is for the trailing 12-months ended September 30, (2) Includes $131 million bridge loan to Maria Mallaband which HCP intends to convert to fee ownership through the exercise of a call option in mid HOSPITAL AND INTERNATIONAL

24 Balance Sheet 23 Aurora Medical Office Aurora, CO

25 Committed to a Strong Balance Sheet Current credit ratings are Baa2 (stable) for Moody s, BBB (stable) for S&P (reaffirmed in October), and BBB (stable) for Fitch (stable-positive ratings action in October) Ample liquidity with $2 billion revolver and large unencumbered asset base YE End of 2019 Targets (1) General Targets Net Debt / EBITDA (2) 6.2x Low to mid-6x 5.5x-6.0x 24 Financial Leverage 48.6% 43%-44% <40% Fixed Charge Coverage (2) 3.6x 3.6x-3.8x >3.5x Top 3 Tenant Concentration (3) 44% 35%-40% 30-35% Closing of the Brookdale 64 transaction will move us close to our 2017 Targets (1) Represents year-end 2017 targets. (2) Calculated based on 4Q16 annualized income. (3) Concentration is based on Cash NOI plus interest income. BALANCE SHEET

26 Debt Maturity Schedule (1) ($ in millions) $2,000 $1,600 $7.7 billion of total debt 4.1% weighted average interest rate 6.5 years weighted average maturity $1,371 $1,200 $1,251 $1,153 $918 $800 $741 $815 $ $400 Projected $207 $404 $0 $ Thereafter $3 Senior Unsecured Notes Secured Debt (incl/ pro rata JV) Unsecured Term Loans (natural hedge for UK investments) Substantially all debt maturities through the end of 2018 already addressed (1) As of 12/31/16, excluding revolving credit facility and other debt. Projected maturity schedule reflects $1.6 billion debt paydown using proceeds from RIDEA II transaction (closed Jan 2017) and BKD 64 transaction (expected to close during 1Q17). BALANCE SHEET

27 Well-Managed Debt Profile 7.0% 6.0% Weighted Average Interest Rate Weighted Average Interest Rate Weighted Average Maturity Weighted Average Maturity 6.5 yrs. 5.0% 4.1% % % 4.5 ( 1 ) ( 1 ) Proj Proj % 95% 90% Percentage of Fixed Rate Debt Percentage of Fixed Rate Debt 97% Weighted average interest rate is 200 bps lower since 2010 Weighted average maturity increased to 6.5 years 85% Limited exposure to floating rate debt 80% ( 1 ) Proj (1) As of 12/31/16, adjusted to reflect $1.6 billion debt paydown using proceeds from RIDEA II transaction (closed Jan 2017) and BKD 64 transaction (expected to close during 1Q17). BALANCE SHEET

28 Appendix 27 Hoag Hospital Irvine, CA

29 Announced Transactions Sources and Uses We repaid $1.7 billion of debt during 4Q16, using proceeds generated primarily from QCP financing With proceeds from the RIDEA II transaction and Brookdale asset sales, we plan to pay down $1.6 billion of debt, resulting in an improved credit profile Sources Uses $B Timing HCP debt repayment $B Timing RIDEA II transaction (1) $0.5 1Q17 Mortgage debt $0.5 1Q17 BKD 64 asset sales 1.1 1Q17 Unsecured bonds 0.3 2Q17 Revolver (1) 0.9 1Q17-2Q17 28 Total $1.6 Total $1.6 Note: numbers may not add do to rounding. (1) RIDEA II transaction closed in January 2017; proceeds were used to repay borrowings under the revolving credit facility. Appendix

30 2017 Cash NOI Same Property Performance Guidance (1) 4.4% 3.0% 2.5% 2.5% 3.0% 1.3% 29 SH NNN Life Science Medical Office SHOP Other Total HCP Senior Housing triple-net performance is primarily driven by contractual rent increases and Brookdale lease restructure Life Science performance is primarily driven by contractual rent escalators and leasing activity Steady Medical Office performance benefits from high tenant retention and on-campus locations SHOP performance is primarily driven by higher rates, occupancy and growth from capital investments partially offset by expense growth Our diversified portfolio is projected to generate same-property cash NOI growth in 2017 between 2.5% to 3.5% (1) Represents mid-point of 2017 SPP Cash NOI growth guidance range provided on 2/13/17. Appendix

31 Assumptions for 2017 Guidance 2017 Guidance YoY Cash NOI SPP Growth 2.5%-3.5% YoY NOI SPP Growth 1.2%-2.2% G&A Expense Interest Expense $83M-$87M $310M-$320M Net Dispositions (1) 7.8% 30 Recurring CapEx / 2nd Generation (2) $97M-$102M 1 st Gen TIs/ICE and Revenue Enhancing (2) $90M-$100M Re/Development Spend (2) $335M-$385M Diluted FFO as Adjusted per Share $1.89-$1.95 Dividend per Share $1.48 Fully Diluted FFO as Adj. Wtd. Avg. Share Count 476M (1) Includes $1.125 billion related to 64 Brookdale communities that are held for sale at December 31, 2016 and $480 million related to the sale of a 40% interest in and refinancing of the RIDEA II JV that occurred in January 2017; proceeds will be used to pay down debt. (2) Excludes $11M-$13M of recurring capex / 2 nd generation, $22-$27 million of 1st gen TIs/ICE and revenue enhancing cap-ex, and $10-$15 million of re/development spend related to HCP s pro rata share of unconsolidated JVs. Appendix

32 Disclaimer This presentation is being presented solely for your information, is subject to change and speaks only as of the date hereof. This presentation and comments made by management do not constitute an offer to sell or the solicitation of an offer to buy any securities of HCP or any investment interest in any business ventures of HCP. This presentation is not complete and is only a summary of the more detailed information included elsewhere, including in HCP s Securities and Exchange Commission filings. No representation or warranty, expressed or implied is made and no reliance should be placed on the accuracy, fairness or completeness of the information presented. HCP, its affiliates, advisers and representatives accept no liability whatsoever for any losses arising from any information contained in this presentation. FORWARD-LOOKING STATEMENTS Statements in this presentation, as well as statements made by management, that are not historical factual statements are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, without limitation, our statements regarding our planned or pending transactions, our future business strategies, our financing plans, our prospects, and our economic guidance, outlook and expectations. All forward-looking statements are made as of the date hereof, are not guarantees of future performance and are subject to known and unknown risks, uncertainties, assumptions and other factors many of which are out of our and our management's control and difficult to forecast that could cause actual results to differ materially from those set forth in or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to: our reliance on a concentration of a small number of tenants and operators for a significant percentage of our revenues, with our concentration in Brookdale increasing as a result of the consummation of the spin-off of QCP on October 31, 2016; the financial condition of our existing and future tenants, operators and borrowers, including potential bankruptcies and downturns in their businesses, and their legal and regulatory proceedings, which results in uncertainties regarding our ability to continue to realize the full benefit of such tenants' and operators' leases and borrowers' loans; the ability of our existing and future tenants, operators and borrowers to conduct their respective businesses in a manner sufficient to maintain or increase their revenues and to generate sufficient income to make rent and loan payments to us and our ability to recover investments made, if applicable, in their operations; competition for tenants and operators, including with respect to new leases and mortgages and the renewal or rollover of existing leases; our concentration in the healthcare property sector, particularly in life sciences, medical office buildings and hospitals, which makes our profitability more vulnerable to a downturn in a specific sector than if we were investing in multiple industries; availability of suitable properties to acquire at favorable prices, the competition for the acquisition and financing of those properties, and the costs of associated property development; our ability to negotiate the same or better terms with new tenants or operators if existing leases are not renewed or we exercise our right to foreclose on loan collateral or replace an existing tenant or operator upon default; the risks associated with our investments in joint ventures and unconsolidated entities, including our lack of sole decision making authority and our reliance on our partners' financial condition and continued cooperation; our ability to achieve the benefits of acquisitions and other investments within expected time frames or at all, or within expected cost projections; operational risks associated with third party management contracts, including the additional regulation and liabilities of our RIDEA lease structures; the potential impact on us and our tenants, operators and borrowers from current and future litigation matters, including the possibility of larger than expected litigation costs, adverse results and related developments; the effect on our tenants and operators of legislation, executive orders and other legal requirements, including the Affordable Care Act and licensure, certification and inspection requirements, as well as laws addressing entitlement programs and related services, including Medicare and Medicaid, which may result in future reductions in reimbursements; changes in federal, state or local laws and regulations, including those affecting the healthcare industry that affect our costs of compliance or increase the costs, or otherwise affect the operations, of our tenants and operators; volatility or uncertainty in the capital markets, the availability and cost of capital as impacted by interest rates, changes in our credit ratings, and the value of our common stock, and other conditions that may adversely impact our ability to fund our obligations or consummate transactions, or reduce the earnings from potential transactions; changes in global, national and local economic or other conditions, including currency exchange rates; our ability to manage our indebtedness level and changes in the terms of such indebtedness; competition for skilled management and other key personnel; the ability to maintain our qualification as a real estate investment trust; and other risks and uncertainties described from time to time in our filings with the Securities and Exchange Commission. We caution investors not to place undue reliance on any forward-looking statements. We assume no, and hereby disclaim any, obligation to update any of the foregoing or any other forward-looking statements as a result of new information or new or future developments, except as otherwise required by law. MARKET AND INDUSTRY DATA This presentation also includes market and industry data that HCP has obtained from market research, publicly available information and industry publications. The accuracy and completeness of such information are not guaranteed. Such data is often based on industry surveys and preparers experience in the industry. Similarly, although HCP believes that the surveys and market research that others have performed are reliable, HCP has not independently verified this information. NON-GAAP FINANCIAL MEASURES This presentation contains certain supplemental non-gaap financial measures. While HCP believes that non-gaap financial measures are helpful in evaluating its operating performance, the use of non-gaap financial measures in this presentation should not be considered in isolation from, or as an alternative for, a measure of financial or operating performance as defined by GAAP. You are cautioned that there are inherent limitations associated with the use of each of these supplemental non-gaap financial measures as an analytical tool. Additionally, HCP s computation of non-gaap financial measures may not be comparable to those reported by other REITs. Reconciliations of the non GAAP financial measures to the most directly comparable GAAP financial measures can be found at the end of the Appendix to this presentation and in HCP s supplemental information packages and earnings releases, which are available on its website at in the Financial Information section of the Investor Relations tab. 31

33 Definitions Funds From Operations ( FFO ) We believe FFO applicable to common shares, diluted FFO applicable to common shares, and diluted FFO per common share are important supplemental non-u.s. generally accepted accounting principles ( GAAP ) measures of operating performance for a REIT. Because the historical cost accounting convention used for real estate assets utilizes straight-line depreciation (except on land), such accounting presentation implies that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen and fallen with market conditions, presentations of operating results for a REIT that use historical cost accounting for depreciation could be less informative. The term FFO was designed by the REIT industry to address this issue. FFO, as defined by the National Association of Real Estate Investment Trusts ( NAREIT ), is net income (loss) applicable to common shares (computed in accordance with GAAP), excluding gains or losses from sales of depreciable property, including any current and deferred taxes directly associated with sales of depreciable property, impairments of, or related to, depreciable real estate, plus real estate and other depreciation and amortization, and adjustments to compute our share of FFO and FFO as adjusted (see below) from joint ventures. Adjustments for joint ventures are calculated to reflect our pro-rata share of both our consolidated and unconsolidated joint ventures. We reflect our share of FFO for unconsolidated joint ventures by applying our actual ownership percentage for the period to the applicable reconciling items on an entity by entity basis. We reflect our share for consolidated joint ventures in which we do not own 100% of the equity by adjusting our FFO to remove the third party ownership share of the applicable reconciling items based on actual ownership percentage for the applicable periods. Our pro-rata share information is prepared on a basis consistent with the comparable consolidated amounts, is intended to reflect our proportionate economic interest in the operating results of properties in our portfolio and is calculated by applying our actual ownership percentage for the period. We do not control the unconsolidated joint ventures, and the pro-rata presentations of reconciling items included in FFO (see above) do not represent our legal claim to such items. The joint venture members or partners are entitled to profit or loss allocations and distributions of cash flows according to the joint venture agreements, which provide for such allocations generally according to their invested capital. The presentation of pro-rata information has limitations which include, but are not limited to, the following: (i) the amounts shown on the individual line items were derived by applying our overall economic ownership interest percentage determined when applying the equity method of accounting or allocating noncontrolling interests, and do not necessarily represent our legal claim to the assets and liabilities, or the revenues and expenses; and (ii) other companies in our industry may calculate their pro-rata interest differently, limiting the usefulness as a comparative measure. Because of these limitations, the pro-rata financial information should not be considered independently or as a substitute for our financial statements as reported under GAAP. We compensate for these limitations by relying primarily on our GAAP financial statements, using the pro-rata financial information as a supplement. FFO does not represent cash generated from operating activities in accordance with GAAP, is not necessarily indicative of cash available to fund cash needs and should not be considered an alternative to net income (loss). We compute FFO in accordance with the current NAREIT definition; however, other REITs may report FFO differently or have a different interpretation of the current NAREIT definition from ours. In addition, we present FFO before the impact of non-comparable items including, but not limited to, severance-related charges, litigation provisions, preferred stock redemption charges, impairments (recoveries) of non-depreciable assets, prepayment costs (benefits) associated with early retirement or payment of debt, foreign currency remeasurement losses (gains) and transaction-related items ( FFO as adjusted ). Prepayment costs (benefits) associated with early retirement of debt include the write-off of unamortized deferred financing fees, or additional costs, expenses, discounts, make-whole payments, penalties or premiums incurred as a result of early retirement or payment of debt. Transaction-related items include acquisition and pursuit costs (e.g., due diligence and closing) and gains/charges incurred as a result of mergers and acquisitions and lease amendment or termination activities. Management believes that FFO as adjusted provides a meaningful supplemental measurement of our FFO run-rate and is frequently used by analysts, investors and other interested parties in the evaluation of our performance as a REIT. At the same time that NAREIT created and defined its FFO measure for the REIT industry, it also recognized that management of each of its member companies has the responsibility and authority to publish financial information that it regards as useful to the financial community. We believe stockholders, potential investors and financial analysts who review our operating performance are best served by an FFO run-rate earnings measure that includes, in addition to adjustments made to arrive at the NAREIT defined measure of FFO, other adjustments to net income (loss). FFO as adjusted is used by management in analyzing our business and the performance of our properties, and we believe it is important that stockholders, potential investors and financial analysts understand this measure used by management. We use FFO as adjusted to: (i) evaluate our performance in comparison with expected results and results of previous periods, relative to resource allocation decisions, (ii) evaluate the performance of our management, (iii) budget and forecast future results to assist in the allocation of resources, (iv) assess our performance as compared with similar real estate companies and the industry in general and (v) evaluate how a specific potential investment will impact our future results. Other REITs or real estate companies may use different methodologies for calculating an adjusted FFO measure, and accordingly, our FFO as adjusted may not be comparable to those reported by other REITs. Net Operating Income from Continuing Operations ( NOI ) NOI and adjusted NOI are non-u.s. GAAP supplemental financial measures used to evaluate the operating performance of real estate. We include properties from our consolidated portfolio, as well as our pro-rata share of properties owned by our unconsolidated joint ventures in our NOI and Cash ( adjusted ) NOI. We believe providing this information assists investors and analysts in estimating the economic interest in our total portfolio of real estate. Our pro-rata share information is prepared on a basis consistent with the comparable consolidated amounts, is intended to reflect our proportionate economic interest in the operating results of properties in our portfolio and is calculated by applying our actual ownership percentage for the period. We do not control the unconsolidated joint ventures, and the pro-rata presentations of revenues and expenses included in NOI (see below) do not represent our legal claim to such items. The joint venture members or partners are entitled to profit or loss allocations and distributions of cash flows according to the joint venture agreements, which provide for such allocations generally according to their invested capital. The presentation of pro-rata information has limitations, which include, but are not limited to, the following (i) the amounts shown on the individual line items were derived by applying our overall economic ownership interest percentage determined when applying the equity method of accounting and do not necessarily represent our legal claim to the assets and liabilities, or the revenues and expenses and (ii) other companies in our industry may calculate their pro-rata interest differently, limiting the usefulness as a comparative measure. Because of these limitations, the pro-rata financial information should not be considered independently or as a substitute for our financial statements as reported under GAAP. We compensate for these limitations by relying primarily on our GAAP financial statements, using the pro-rata financial information as a supplement. 1

34 Definitions NOI is defined as rental and related revenues, including tenant recoveries, resident fees and services, and income from DFLs, less property level operating expenses; NOI excludes all other financial statement amounts included in net income (loss). Management believes NOI provides relevant and useful information because it reflects only income and operating expense items that are incurred at the property level and presents them on an unleveraged basis. Cash NOI is calculated as NOI after eliminating the effects of straight-line rents, DFL non-cash interest, amortization of market lease intangibles, non-refundable entrance fees and lease termination fees ( non-cash adjustments ). Adjusted NOI is oftentimes referred to as Cash NOI. We use NOI and adjusted NOI to make decisions about resource allocations, to assess and compare property level performance, and to evaluate our same property portfolio ( SPP ), as described below. We believe that net income (loss) is the most directly comparable GAAP measure to NOI. NOI should not be viewed as an alternative measure of operating performance to net income (loss) as defined by GAAP since it does not reflect various excluded items. Further, our definition of NOI may not be comparable to the definition used by other REITs or real estate companies, as they may use different methodologies for calculating NOI. Operating expenses generally relate to leased medical office and life science properties and senior housing RIDEA properties. We generally recover all or a portion of our leased medical office and life science property expenses through tenant recoveries. We present expenses as operating or general and administrative based on the underlying nature of the expense. Periodically, we review the classification of expenses between categories and make revisions based on changes in the underlying nature of the expenses. Same Property Portfolio SPP NOI and adjusted NOI information allows us to evaluate the performance of our property portfolio under a consistent population by eliminating changes in the composition of our portfolio of properties. We include properties from our consolidated portfolio, as well as properties owned by our unconsolidated joint ventures in our SPP NOI and adjusted NOI (see NOI above for further discussion regarding our use of pro-rata share information and its limitations). We identify our SPP as stabilized properties that remained in operations and were consistently reported as leased properties or RIDEA properties for the duration of the year-over-year comparison periods presented, excluding assets held for sale. Accordingly, it takes a stabilized property a minimum of 12 months in operations under a consistent reporting structure to be included in our SPP. Newly acquired operating assets are generally considered stabilized at the earlier of lease-up (typically when the tenant(s) control(s) the physical use of at least 80% of the space) or 12 months from the acquisition date. Newly completed developments and redevelopments are considered stabilized at the earlier of lease-up or 24 months from the date the property is placed in service. SPP NOI excludes (i) certain non-property specific operating expenses that are allocated to each operating segment on a consolidated basis and (ii) entrance fees and related activity such as deferred expenses, reserves and management fees related to entrance fees. A property is removed from our SPP when it is sold, placed into redevelopment or changes its reporting structure. 2

35 Non-GAAP Reconciliations Projected Future Operations (1) (Unaudited) Low Full Year 2017 High Diluted earnings per common share $ 1.32 $ 1.38 Depreciation and amortization Other depreciation and amortization Gain on sales of real estate, net (0.70) (0.70) Joint venture FFO adjustments Diluted FFO per common share $ 1.88 $ 1.94 Transaction-related items and other Diluted FFO as adjusted per common share $ 1.89 $

36 For the projected full year 2017 (low): Non-GAAP Reconciliations Projected SPP NOI and Cash NOI (1) Dollars in thousands (Unaudited) Senior Housing Triple-net SHOP Life Science Medical Office Other Total Cash (adjusted) NOI $ 320,600 $ 258,300 $ 274,500 $ 288,200 $ 113,400 $ 1,255,000 Non-cash adjustments to cash (adjusted) NOI (2) (1,600) (19,500) (600) 4,800 4,300 (12,600) NOI 319, , , , ,700 1,242,400 Non-SPP NOI (35,200) (48,250) (34,700) (41,300) (7,800) (167,250) SPP NOI 283, , , , ,900 1,075,150 Non-cash adjustments to SPP NOI (2) 5,500 5,100 1,000 (4,150) 7,450 SPP cash (adjusted) NOI $ 289,300 $ 190,550 $ 244,300 $ 252,700 $ 105,750 1,082,600 Addback adjustments (3) 159,800 Other income and expenses (4) 337,100 Costs and expenses (5) (944,900) Net income $ 634,600 For the projected full year 2017 (high): Senior Housing Triple-net SHOP Life Science Medical Office Other Total Cash (adjusted) NOI $ 324,600 $ 261,000 $ 277,400 $ 290,900 $ 114,600 $ 1,268,500 Non-cash adjustments to cash (adjusted) NOI (2) (1,400) (19,700) (600) 4,800 4,300 (12,600) NOI 323, , , , ,900 1,255,900 Non-SPP NOI (36,600) (48,900) (35,200) (41,500) (7,950) (170,150) SPP NOI 286, , , , ,950 1,085,750 Non-cash adjustments to SPP NOI (2) 5,500 5,100 1,000 (4,150) 7,450 SPP cash (adjusted) NOI $ 292,100 $ 192,400 $ 246,700 $ 255,200 $ 106,800 1,093,200 Addback adjustments (3) 162,700 Other income and expenses (4) 344,100 Costs and expenses (5) (937,900) Net income $ 662,100 For the year ended December 31, 2016: Senior Housing Triple-net SHOP Life Science Medical Office Other Total Cash (adjusted) NOI $ 408,842 $ 263,828 $ 289,054 $ 270,437 $ 119,626 $ 1,351,787 Non-cash adjustments to cash (adjusted) NOI (2) 7,566 (20,076) 3,003 3,557 3,019 (2,931) NOI 416, , , , ,645 1,348,856 Non-SPP NOI (135,723) (56,945) (53,822) (25,522) (14,695) (286,707) SPP NOI 280, , , , ,950 1,062,149 Non-cash adjustments to SPP NOI (2) (2,252) 114 (733) (2,985) (5,856) SPP cash (adjusted) NOI $ 278,433 $ 186,807 $ 238,349 $ 247,739 $ 104,965 1,056,293 Addback adjustments (3) 292,563 Other income and expenses (4) 217,278 Costs and expenses (5) (1,191,963) Discontinued operations 265,755 Net income $ 639,926 Projected SPP NOI change for the full year 2017: Senior Housing Triple-net SHOP Life Science Medical Office Other Total Low 1.1% 2.0% 0.4% 1.3% 1.8% 1.2% High 2.1% 3.0% 1.4% 2.3% 2.8% 2.2% 4

37 Projected SPP cash (adjusted) NOI change for the full year 2017: Non-GAAP Reconciliations Senior Housing Triple-net SHOP (6) Life Science Medical Office Other Total Low 3.9% 2.0% 2.5% 2.0% 0.75% 2.5% High 4.9% 3.0% 3.5% 3.0% 1.75% 3.5% (1) The foregoing projections reflect management's view of current and future market conditions, including assumptions with respect to rental rates, occupancy levels, development items and the earnings impact of the events referenced in this release. These projections do not reflect the impact of unannounced future transactions, except as described herein, other impairments or recoveries, the future bankruptcy or insolvency of our operators, lessees, borrowers or other obligors, the effect of any future restructuring of our contractual relationships with such entities, gains or losses on marketable securities, ineffectiveness related to our cash flow hedges, or larger than expected litigation settlements and related expenses related to existing or future litigation matters. Our actual results may differ materially from the projections set forth above. The aforementioned ranges represent management s best estimates based upon the underlying assumptions as of the date of this press release. Except as otherwise required by law, management assumes no, and hereby disclaims any, obligation to update any of the foregoing projections as a result of new information or new or future developments. (2) Represents straight-line rents, DFL non-cash interest, amortization of market lease intangibles, non-refundable entrance fees and lease termination fees. (3) Represents non-spp NOI and non-cash adjustments to SPP NOI. (4) Represents interest income, gain on sales of real estate, other income, net, income taxes and equity income (loss) from unconsolidated joint ventures, excluding NOI. (5) Represents interest expense, depreciation and amortization, general and administrative expenses, acquisition and pursuit costs, and loss on debt extinguishments. (6) The 2016 SHOP SPP Cash NOI growth rate was favorably impacted by 240 basis points due to year-end true-ups of group purchase rebates. The higher 2016 jumping-off point from these rebates contributed to a 200 basis point lower 2017 SHOP SPP Cash NOI growth rate versus what was provided in our November 1st preliminary Outlook. However, of note, the 2017 contribution from SHOP SPP Cash NOI is in line with our November 1st preliminary Outlook. 5