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Tables in the 10-K of HEALTHPEAK PROPERTIES, INC.
105 tables with numbers, filed Feb 13, 2017. Each one downloads as a CSV for Excel or
Google Sheets, with the filing's address in the last row. Only the layout is tidied (a "$" or ")" in a cell of its own is joined to its number); no value is changed.
Open the filing on sec.gov ↗
| (Mark One) | |
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the fiscal year ended December 31, 2016 | |
| or | |
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from to | |
| Commission file number 1-08895 | |
Table 2 after “(Exact name of registrant as specified in its charter)”
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| Maryland | 33-0091377 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 1920 Main Street, Suite 1200 Irvine, California | 92614 (Zip Code) |
| (Address of principal executive offices) | |
| Registrant’s telephone number, including area code (949) 407-0700 | |
| Securities registered pursuant to Section 12(b) of the Act: | |
| Cautionary Language Regarding Forward-Looking Statements | 1 | |
| Part I | | 3 |
| Item 1. | Business | 3 |
| Item 1A. | Risk Factors | 11 |
| Item 1B. | Unresolved Staff Comments | 29 |
| Item 2. | Properties | 29 |
| Item 3. | Legal Proceedings | 34 |
| Item 4. | Mine Safety Disclosures | 34 |
First 8 of 25 rows. The CSV has all of them.
Table 4 after “The following table summarizes our revenues by segment (in thousands):”
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| Year Ended December 31, | | | | | | | | | | | |
| Segment | 2016 | % | | | 2015 | % | | 2014 | % | | | |
| SH NNN | $423,118 | | 20 | | $428,269 | | 22 | $538,113 | | 33 | | |
| SHOP | | 686,822 | | 32 | | | 518,264 | 27 | | | 243,612 | 15 |
| Life science | | 358,537 | | 17 | | | 342,984 | 18 | | | 314,114 | 19 |
| Medical office | | 446,280 | | 21 | | | 415,351 | 21 | | | 368,055 | 22 |
| Other non-reportable segments | | 214,537 | | 10 | | | 235,621 | 12 | | | 172,939 | 11 |
| Total revenues | $2,129,294 | | 100 | | $1,940,489 | | 100 | $1,636,833 | | 100 | | |
Table 5 after “The following table provides information about our life science tenant concentration for the year ended December 31, 2016:”
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| Percentage of | Percentage of |
| Tenants | Segment Revenues | Total Revenues |
| Amgen, Inc. | 15% | 2% |
| Genentech, Inc.(1) | 14% | 2% |
Table 6 after “The following table summarizes our consolidated property and DFL investments as of and for the year ended December 31, 2016 (square feet and”
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| Number of | | Gross Asset | | Rental | Operating | |
| Facility Location | Facilities | Capacity | Value(1) | | Revenues(2) | Expenses | |
| SH NNN—real estate: | | (Units) | | | | | |
| California | 22 | 2,022 | $453,094 | | $51,312 | $(5,494) | |
| Texas | 16 | 1,761 | | 216,536 | | 46,071 | (5) |
| Florida | 14 | 1,776 | | 275,825 | | 38,041 | — |
| Oregon | 16 | 1,357 | | 188,626 | | 26,858 | (317) |
| Virginia | 10 | 1,228 | | 270,132 | | 21,705 | — |
First 8 of 23 rows. The CSV has all of them.
| Number of | | Gross Asset | | Rental | Operating | |
| Facility Location | Facilities | Capacity | Value(1) | | Revenues(2) | Expenses | |
| Life science: | | (Sq. Ft.) | | | | | |
| California | 108 | 6,432 | $3,176,224 | | $331,525 | $(67,940) | |
| Other (2 States) | 8 | 512 | | 143,255 | | 27,012 | (4,538) |
| Total life science | 116 | 6,944 | $3,319,479 | | $358,537 | $(72,478) | |
| Medical office: | | (Sq. Ft.) | | | | | |
| Texas | 60 | 5,606 | $917,195 | | $123,677 | $(51,484) | |
First 8 of 22 rows. The CSV has all of them.
Table 8 after “The following table summarizes occupancy and average annual rent trends for our consolidated property and DFL investments for the years ende”
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| 2016 | | 2015 | 2014 | 2013 | | 2012 | | |
| SH NNN(1): | | | | | | | | | |
| Average annual rent per unit(1) | $14,604 | | $14,544 | $13,907 | $13,361 | | $13,593 | | |
| Average capacity (available units) | | 28,455 | | 28,777 | | 33,917 | | 35,932 | 27,235 |
| SHOP: | | | | | | | | | |
| Average annual rent per unit(1) | $42,851 | | $41,435 | $38,017 | $32,070 | | $30,294 | | |
| Average capacity (available units) | | 16,028 | | 12,704 | | 6,408 | | 4,620 | 4,626 |
| Life science: | | | | | | | | | |
First 8 of 22 rows. The CSV has all of them.
Table 9 after “The following table sets forth the properties in our consolidated property portfolio at December 31, 2016 that were under development or red”
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| | | | | | Estimated | |
| | Placed | | Investment | Total at | | |
| Name of Project | Location | in Service | | to Date(1) | Completion | | |
| Life science: | | | | | | | |
| The Cove at Oyster Point - Phase I | South San Francisco, CA | $101,179 | | $64,854 | $190,800 | | |
| The Cove at Oyster Point - Phase II | South San Francisco, CA | | — | | 112,152 | | 220,486 |
| The Cove at Oyster Point - Phase III | South San Francisco, CA | | — | | 24,916 | | 211,111 |
| Ridgeview | San Diego, CA | | — | | 31,207 | | 62,000 |
First 8 of 20 rows. The CSV has all of them.
Table 10 after “The following table shows tenant lease expirations, including those related to DFLs, for the next 10 years and thereafter at our consolidate”
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| Expiration Year | | | | | | | | | | | | | | | | | | | |
| Segment | Total | | 2017(1) | 2018 | 2019 | | 2020 | 2021 | 2022 | | 2023 | 2024 | 2025 | | 2026 | Thereafter | | | | |
| SH NNN: | | | | | | | | | | | | | | | | | | | | |
| Properties | | 210 | | 26 | | 7 | | 5 | | 22 | | 6 | | 1 | | 24 | 12 | 5 | 7 | 95 |
| Base rent(2) | $311,203 | | $12,035 | $25,114 | $9,470 | | $38,574 | $9,872 | $1,476 | | $43,368 | $13,674 | $9,388 | | $5,599 | $142,633 | | | | |
| % of segment base rent | | 100 | | 4 | | 8 | | 3 | | 12 | | 3 | | — | | 14 | 4 | 3 | 2 | 47 |
| Life science(3): | | | | | | | | | | | | | | | | | | | | |
| Square feet | | 6,686 | | 671 | | 1,196 | | 570 | | 508 | | 778 | | 599 | | 880 | 65 | 499 | 121 | 799 |
First 8 of 21 rows. The CSV has all of them.
Table 11 after “Our common stock is listed on the New York Stock Exchange. It has been our policy to declare quarterly dividends to common stockholders so a”
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| High | | Low | Per Share Distribution | |
| 2016(1) | | | | | |
| Fourth Quarter | $38.09 | | $27.61 | $0.370 | |
| Third Quarter | | 40.43 | | 34.56 | 0.575 |
| Second Quarter | | 36.90 | | 31.91 | 0.575 |
| First Quarter | | 39.25 | | 25.11 | 0.575 |
| 2015(1) | | | | | |
| Fourth Quarter | | 39.83 | | 32.71 | 0.565 |
First 8 of 11 rows. The CSV has all of them.
Table 12 after “Distributions with respect to our common stock can be characterized for federal income tax purposes as taxable ordinary dividends, capital g”
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| Year Ended December 31, | | | | |
| 2016 | | 2015 | 2014 | |
| Ordinary dividends | $1.5561 | | $2.1184 | $1.9992 | |
| Capital gain dividends | | — | | 0.0316 | 0.0890 |
| Nondividend distributions | | 6.7089 | | 0.1100 | 0.0918 |
| $8.2650 | (1) | $2.2600 | $2.1800 | |
Table 13 after “The table below sets forth the information with respect to purchases of our common stock made by or on our behalf during the quarter ended D”
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| | | | | Total Number of Shares | | Maximum Number (or |
| | | | | Purchased as | | Approximate Dollar Value) |
| Total Number | | | | Part of Publicly | | of Shares that May Yet |
| of Shares | Average Price | | Announced Plans | | be Purchased Under | |
| Period Covered | Purchased(1) | Paid per Share | | or Programs | | the Plans or Programs | |
| October 1-31, 2016 | 30 | $35.91 | | — | | — | |
| November 1-30, 2016 | — | | — | | — | | — |
| December 1-31, 2016 | 590 | | 30.30 | | — | | — |
First 8 of 9 rows. The CSV has all of them.
Table 14 after “Performance Graph Total Stockholder Return”
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| December 31, | | | | | | | | |
| 2012 | | 2013 | 2014 | 2015 | | 2016 | | |
| FTSE NAREIT Equity REIT Index | $119.70 | | $123.12 | $157.63 | $162.08 | | $176.07 | | |
| S&P 500 | | 115.98 | | 153.51 | | 174.47 | | 176.88 | 197.98 |
| HCP, Inc. | | 114.21 | | 96.33 | | 122.96 | | 113.24 | 103.02 |
Table 15 after “Set forth below is our selected financial data as of and for each of the years in the five-year period ended December 31, (dollars in thousa”
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| Year Ended December 31, | | | | | | | | |
| 2016 | | 2015 | 2014 | 2013 | | 2012 | | |
| Statement of operations data: | | | | | | | | | |
| Total revenues | $2,129,294 | | $1,940,489 | $1,636,833 | $1,488,786 | | $1,281,861 | | |
| Income from continuing operations | | 374,171 | | 152,668 | | 271,315 | | 253,526 | 156,213 |
| Net income (loss) applicable to common shares | | 626,549 | | (560,552) | | 919,796 | | 969,103 | 812,289 |
| Basic earnings per common share | | | | | | | | | |
| Continuing operations | | 0.77 | | 0.30 | | 0.56 | | 0.52 | 0.29 |
First 8 of 26 rows. The CSV has all of them.
Table 16 after “Results for the years ended December 31, 2016 and 2015 (dollars in thousands except per share data):”
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| Year Ended | | Year Ended | Per | | | | | |
| December 31, 2016 | | December 31, 2015 | Share | | | | | |
| Amount | | Per Diluted Share | Amount | Per Diluted Share | | Change | | |
| Net income (loss) applicable to common shares | $626,549 | | $1.34 | $(560,552) | $(1.21) | | $2.55 | | |
| FFO applicable to common shares | | 1,119,153 | | 2.39 | | (10,841) | | (0.02) | 2.41 |
| FFO as adjusted applicable to common shares | | 1,282,390 | | 2.74 | | 1,470,167 | | 3.16 | (0.42) |
| FAD applicable to common shares | | 1,215,696 | | | | 1,261,849 | | | |
Table 17 after “Results for the years ended December 31, 2015 and 2014 (dollars in thousands except per share data):”
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| Year Ended | | Year Ended | Per | | | | | |
| December 31, 2015 | | December 31, 2014 | Share | | | | | |
| Amount | | Per Diluted Share | Amount | Per Diluted Share | | Change | | |
| Net (loss) income applicable to common shares | $(560,552) | | $(1.21) | $919,796 | $2.00 | | $(3.21) | | |
| FFO applicable to common shares | | (10,841) | | (0.02) | | 1,381,634 | | 3.00 | (3.02) |
| FFO as adjusted applicable to common shares | | 1,470,167 | | 3.16 | | 1,398,691 | | 3.04 | 0.12 |
| FAD applicable to common shares | | 1,261,849 | | | | 1,178,822 | | | |
Table 18 after “Results as of and for the years ended December 31, 2016 and 2015 (dollars in thousands except per unit data):”
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| SPP | | Total Portfolio | | | | | | | | | |
| 2016 | | 2015 | Change | 2016 | | 2015 | | Change | | | |
| Rental revenues(1) | $302,976 | | $304,442 | $(1,466) | $423,118 | | $428,269 | | $(5,151) | | | |
| Operating expenses | | (237) | | (637) | | 400 | | | (6,710) | | (3,427) | (3,283) |
| NOI | | 302,739 | | 303,805 | | (1,066) | | | 416,408 | | 424,842 | (8,434) |
| Non-cash adjustments to NOI | | (5,282) | | (7,550) | | 2,268 | | | (7,566) | | (9,716) | 2,150 |
| Adjusted NOI | $297,457 | | $296,255 | $1,202 | | 408,842 | | | 415,126 | | (6,284) | |
| Non-SPP adjusted NOI | | | | | | | | | (111,385) | | (118,871) | 7,486 |
First 8 of 13 rows. The CSV has all of them.
Table 19 after “Results as of and for the years ended December 31, 2015 and 2014 (dollars in thousands except per unit data):”
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| SPP | | Total Portfolio | | | | | | | | | |
| 2015 | | 2014 | Change | 2015 | | 2014 | | Change | | | |
| Rental revenues(1) | $423,719 | | $426,045 | $(2,326) | $428,269 | | $538,113 | | $(109,844) | | | |
| Operating expenses | | (1,500) | | (1,586) | | 86 | | | (3,427) | | (3,629) | 202 |
| NOI | | 422,219 | | 424,459 | | (2,240) | | | 424,842 | | 534,484 | (109,642) |
| Non-cash adjustments to NOI | | (10,773) | | (24,169) | | 13,396 | | | (9,716) | | (66,474) | 56,758 |
| Adjusted NOI | $411,446 | | $400,290 | $11,156 | | 415,126 | | | 468,010 | | (52,884) | |
| Non-SPP adjusted NOI | | | | | | | | | (3,680) | | (67,720) | 64,040 |
First 8 of 13 rows. The CSV has all of them.
Table 20 after “Results as of and for the years ended December 31, 2016 and 2015 (dollars in thousands, except per unit data):”
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| SPP | | Total Portfolio | | | | | | | | | |
| 2016 | | 2015 | Change | 2016 | | 2015 | | Change | | | |
| Resident fees and services | $439,607 | | $419,217 | $20,390 | $686,822 | | $518,264 | | $168,558 | | | |
| HCP share of unconsolidated JV revenues | | 174,366 | | 167,593 | | 6,773 | | | 204,591 | | 181,410 | 23,181 |
| Operating expenses | | (311,278) | | (298,648) | | (12,630) | | | (480,870) | | (371,016) | (109,854) |
| HCP share of unconsolidated JV share of operating expenses | | (150,544) | | (145,448) | | (5,096) | | | (166,791) | | (151,962) | (14,829) |
| NOI | | 152,151 | | 142,714 | | 9,437 | | | 243,752 | | 176,696 | 67,056 |
| Non-cash adjustments to NOI | | — | | — | | — | | | 20,076 | | 34,045 | (13,969) |
First 8 of 15 rows. The CSV has all of them.
Table 21 after “Results as of and for the years ended December 31, 2015 and 2014 (dollars in thousands, except per unit data):”
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| SPP | | Total Portfolio | | | | | | | | | |
| 2015 | | 2014 | Change | 2015 | | 2014 | | Change | | | |
| Rental revenues | $160,053 | | $152,841 | $7,212 | $518,264 | | $243,612 | | $274,652 | | | |
| HCP share of unconsolidated JV revenues | | — | | — | | — | | | 181,410 | | 57,740 | 123,670 |
| Operating expenses | | (99,815) | | (96,450) | | (3,365) | | | (371,016) | | (163,650) | (207,366) |
| HCP share of unconsolidated JV share of operating expenses | | — | | — | | — | | | (151,962) | | (49,571) | (102,391) |
| NOI | | 60,238 | | 56,391 | | 3,847 | | | 176,696 | | 88,131 | 88,565 |
| Non-cash adjustments to NOI | | — | | — | | — | | | 34,045 | | 10,160 | 23,885 |
First 8 of 15 rows. The CSV has all of them.
Table 22 after “Results as of and for the years ended December 31, 2016 and 2015 (dollars and sq. ft. in thousands, except per sq. ft. data):”
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| SPP | | Total Portfolio | | | | | | | | | |
| 2016 | | 2015 | Change | 2016 | | 2015 | | Change | | | |
| Rental revenues(1) | $306,317 | | $295,515 | $10,802 | $358,537 | | $342,984 | | $15,553 | | | |
| HCP share of unconsolidated JV revenues | | 7,485 | | 7,030 | | 455 | | | 7,599 | | 7,106 | 493 |
| Operating expenses | | (58,812) | | (58,779) | | (33) | | | (72,478) | | (70,217) | (2,261) |
| HCP share of unconsolidated JV share of operating expenses | | (1,601) | | (1,612) | | 11 | | | (1,601) | | (1,612) | 11 |
| NOI | | 253,389 | | 242,154 | | 11,235 | | | 292,057 | | 278,261 | 13,796 |
| Non-cash adjustments to NOI | | 505 | | (6,630) | | 7,135 | | | (3,003) | | (10,392) | 7,389 |
First 8 of 17 rows. The CSV has all of them.
Table 23 after “Results as of and for the years ended December 31, 2015 and 2014 (dollars and sq. ft. in thousands, except per sq. ft. data):”
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| SPP | | Total Portfolio | | | | | | | | | |
| 2015 | | 2014 | Change | 2015 | | 2014 | | Change | | | |
| Rental revenues(1) | $317,937 | | $298,720 | $19,217 | $342,984 | | $314,114 | | $28,870 | | | |
| HCP share of unconsolidated JV revenues | | 7,030 | | 6,888 | | 142 | | | 7,106 | | 6,888 | 218 |
| Operating expenses | | (59,053) | | (54,554) | | (4,499) | | | (70,217) | | (63,080) | (7,137) |
| HCP share of unconsolidated JV share of operating expenses | | (1,612) | | (1,749) | | 137 | | | (1,612) | | (1,749) | 137 |
| NOI | | 264,302 | | 249,305 | | 14,997 | | | 278,261 | | 256,173 | 22,088 |
| Non-cash adjustments to NOI | | (8,892) | | (9,423) | | 531 | | | (10,392) | | (10,375) | (17) |
First 8 of 17 rows. The CSV has all of them.
Table 24 after “Results as of and for the years ended December 31, 2016 and 2015 (dollars and sq. ft. in thousands, except per sq. ft. data):”
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| SPP | | Total Portfolio | | | | | | | | | |
| 2016 | | 2015 | Change | 2016 | | 2015 | | Change | | | |
| Rental revenues(1) | $376,346 | | $367,804 | $8,542 | $446,280 | | $415,351 | | $30,929 | | | |
| HCP share of unconsolidated JV revenues | | 1,876 | | 1,834 | | 42 | | | 1,996 | | 1,870 | 126 |
| Operating expenses | | (141,897) | | (138,130) | | (3,767) | | | (173,687) | | (162,054) | (11,633) |
| HCP share of unconsolidated JV share of operating expenses | | (595) | | (612) | | 17 | | | (595) | | (612) | 17 |
| NOI | | 235,730 | | 230,896 | | 4,834 | | | 273,994 | | 254,555 | 19,439 |
| Non-cash adjustments to NOI | | (463) | | (2,381) | | 1,918 | | | (3,557) | | (4,933) | 1,376 |
First 8 of 17 rows. The CSV has all of them.
Table 25 after “Results as of and for the years ended December 31, 2015 and 2014 (dollars and sq. ft. in thousands, except per sq. ft. data):”
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| SPP | | Total Portfolio | | | | | | | | | |
| 2015 | | 2014 | Change | 2015 | | 2014 | | Change | | | |
| Rental revenues(1) | $358,769 | | $352,442 | $6,327 | $415,351 | | $368,055 | | $47,296 | | | |
| HCP share of unconsolidated JV revenues | | 1,834 | | 1,789 | | 45 | | | 1,870 | | 1,825 | 45 |
| Operating expenses | | (137,411) | | (135,375) | | (2,036) | | | (162,054) | | (147,144) | (14,910) |
| HCP share of unconsolidated JV share of operating expenses | | (612) | | (571) | | (41) | | | (612) | | (571) | (41) |
| NOI | | 222,580 | | 218,285 | | 4,295 | | | 254,555 | | 222,165 | 32,390 |
| Non-cash adjustments to NOI | | (663) | | (846) | | 183 | | | (4,933) | | (1,291) | (3,642) |
First 8 of 17 rows. The CSV has all of them.
Table 26 after “Results for the years ended December 31, 2016, 2015 and 2014 (in thousands):”
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| Year Ended December 31, | | 2016 vs. | 2015 vs. | | | | | |
| 2016 | | 2015 | 2014 | 2015 | | 2014 | | |
| Interest income | $88,808 | | $112,184 | $73,623 | $(23,376) | | $38,561 | | |
| Interest expense | | 464,403 | | 479,596 | | 439,742 | | (15,193) | 39,854 |
| Depreciation and amortization | | 568,108 | | 504,905 | | 455,016 | | 63,203 | 49,889 |
| General and administrative | | 103,611 | | 95,965 | | 81,765 | | 7,646 | 14,200 |
| Acquisition and pursuit costs | | 9,821 | | 27,309 | | 17,142 | | (17,488) | 10,167 |
| Impairments, net | | — | | 108,349 | | — | | (108,349) | 108,349 |
First 8 of 15 rows. The CSV has all of them.
Table 27 after “The table below sets forth information with respect to our debt, excluding premiums, discounts and debt issuance costs (dollars in thousands”
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| As of December 31,(1) | | | | |
| 2016 | | 2015 | 2014 | |
| Balance: | | | | | |
| Fixed rate | $7,614,473 | | $10,659,378 | $8,841,676 | |
| Variable rate | | 1,545,366 | | 397,432 | 847,016 |
| Total | $9,159,839 | | $11,056,810 | $9,688,692 | |
| Percentage of total debt: | | | | | |
| Fixed rate | | 83.1% | | 96.4% | 91.3% |
First 8 of 14 rows. The CSV has all of them.
Table 28 after “Cash and cash equivalents were $95 million and $340 million at December 31, 2016 and 2015, respectively, reflecting a decrease of $245 milli”
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| Year Ended December 31, | | | | |
| 2016 | | 2015 | Change | |
| Net cash provided by operating activities | $1,214,131 | | $1,222,145 | $(8,014) | |
| Net cash used in investing activities | | (410,617) | | (1,672,005) | 1,261,388 |
| Net cash (used in) provided by financing activities | | (1,054,265) | | 614,087 | (1,668,352) |
Table 29 after “The following table summarizes our material contractual payment obligations and commitments at December 31, 2016 (in thousands):”
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| | | | | | | | | More than | |
| Total(1) | | 2017 | 2018-2019 | 2020-2021 | | Five Years | | | |
| Bank line of credit(2) | $899,718 | | $— | $899,718 | $— | | $— | | | |
| Term loans(3) | | 441,181 | | 169,305 | | 271,876 | | — | | — |
| Senior unsecured notes | | 7,200,000 | | 250,000 | | 450,000 | | 2,000,000 | | 4,500,000 |
| Mortgage debt | | 618,940 | | 479,795 | | 7,480 | | 15,184 | | 116,481 |
| U.K. loan commitments(4) | | 43,107 | | 39,946 | | 3,161 | | — | | — |
| Construction loan commitments(5) | | 124 | | 124 | | — | | — | | — |
First 8 of 12 rows. The CSV has all of them.
Table 30 after “The following is a reconciliation from net income (loss) applicable to common shares, the most directly comparable financial measure calcula”
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| Year Ended December 31, | | | | | | | | |
| 2016 | | 2015 | 2014 | 2013 | | 2012 | | |
| Net income (loss) applicable to common shares | $626,549 | | $(560,552) | $919,796 | $969,103 | | $812,289 | | |
| Depreciation and amortization of real estate, in-place lease and other intangibles | | 572,998 | | 510,785 | | 459,995 | | 429,174 | 366,512 |
| Other depreciation and amortization | | 11,919 | | 22,223 | | 18,864 | | 14,326 | 12,756 |
| Gain on sales of real estate, net | | (164,698) | | (6,377) | | (31,298) | | (69,866) | (31,454) |
| Taxes associated with real estate dispositions | | 60,451 | | — | | — | | — | — |
| Impairments of real estate | | — | | 2,948 | | — | | 1,372 | — |
First 8 of 43 rows. The CSV has all of them.
| Year Ended December 31, | | | | | | | | |
| 2016 | | 2015 | 2014 | 2013 | | 2012 | | |
| FFO as adjusted applicable to common shares | $1,282,390 | | $1,470,167 | $1,398,691 | $1,382,699 | | $1,195,799 | | |
| Amortization of market lease intangibles, net | | (1,197) | | (1,295) | | (949) | | (6,646) | (2,232) |
| Amortization of deferred compensation(6) | | 15,581 | | 23,233 | | 21,885 | | 23,327 | 23,277 |
| Amortization of deferred financing costs | | 20,014 | | 20,222 | | 19,260 | | 18,541 | 16,501 |
| Straight-line rents | | (18,003) | | (28,859) | | (41,032) | | (39,587) | (47,311) |
| DFL non-cash interest(7) | | 2,600 | | (87,861) | | (77,568) | | (86,055) | (94,240) |
First 8 of 18 rows. The CSV has all of them.
| Report of Independent Registered Public Accounting Firm | 70 |
| Consolidated Balance Sheets—December 31, 2016 and 2015 | 71 |
| Consolidated Statements of Operations—for the years ended December 31, 2016, 2015 and 2014 | 72 |
| Consolidated Statements of Comprehensive Income (Loss)—for the years ended December 31, 2016, 2015 and 2014 | 73 |
| Consolidated Statements of Equity—for the years ended December 31, 2016, 2015 and 2014 | 74 |
| Consolidated Statements of Cash Flows—for the years ended December 31, 2016, 2015 and 2014 | 75 |
| Notes to Consolidated Financial Statements | 76 |
Table 33 after “(In thousands, except share data)”
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| December 31, | | | |
| 2016 | | 2015 | |
| ASSETS | | | | |
| Real estate: | | | | |
| Buildings and improvements | $11,692,654 | | $12,007,071 | |
| Development costs and construction in progress | | 400,619 | | 388,576 |
| Land | | 1,881,487 | | 1,934,610 |
| Accumulated depreciation and amortization | | (2,648,930) | | (2,476,015) |
First 8 of 41 rows. The CSV has all of them.
Table 34 after “(In thousands, except per share data)”
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| Year Ended December 31, | | | | |
| 2016 | | 2015 | 2014 | |
| Revenues: | | | | | |
| Rental and related revenues | $1,159,791 | | $1,116,830 | $1,147,145 | |
| Tenant recoveries | | 134,280 | | 125,022 | 109,659 |
| Resident fees and services | | 686,835 | | 525,453 | 241,965 |
| Income from direct financing leases | | 59,580 | | 61,000 | 64,441 |
| Interest income | | 88,808 | | 112,184 | 73,623 |
First 8 of 49 rows. The CSV has all of them.
| Year Ended December 31, | | | | |
| 2016 | | 2015 | 2014 | |
| Net income (loss) | $639,926 | | $(546,418) | $936,591 | |
| Other comprehensive income (loss): | | | | | |
| Change in net unrealized (losses) gains on securities: | | | | | |
| Unrealized (losses) gains | | (62) | | (5) | 13 |
| Change in net unrealized gains on cash flow hedges: | | | | | |
| Unrealized gains | | 3,233 | | 1,894 | 2,258 |
First 8 of 15 rows. The CSV has all of them.
Table 36 after “(In thousands, except per share data)”
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| | | | | | | Cumulative | | Accumulated | | | | | | | |
| | | | | Additional | | Dividends | | Other | | Total | | | | | |
| Common Stock | Paid-In | | In Excess | | Comprehensive | | Stockholders’ | | Noncontrolling | | Total | | | | |
| Shares | Amount | | Capital | | Of Earnings | | Income (Loss) | | Equity | | Interests | Equity | | | |
| January 1, 2014 | 456,961 | $456,961 | | $11,334,041 | | $(1,053,215) | | $(14,487) | | $10,723,300 | | $207,834 | $10,931,134 | | | |
| Net income | — | | — | | | — | | | 922,233 | | | — | | 922,233 | 14,358 | 936,591 |
| Other comprehensive income | — | | — | | | — | | | — | | | (9,408) | | (9,408) | — | (9,408) |
| Issuance of common stock, net | 2,939 | | 2,939 | | | 89,749 | | | — | | | — | | 92,688 | (557) | 92,131 |
First 8 of 41 rows. The CSV has all of them.
| Year Ended December 31, | | | | |
| 2016 | | 2015 | 2014 | |
| Cash flows from operating activities: | | | | | |
| Net income (loss) | $639,926 | | $(546,418) | $936,591 | |
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | |
| Depreciation and amortization of real estate, in-place lease and other intangibles: | | | | | |
| Continuing operations | | 568,108 | | 504,905 | 455,016 |
| Discontinued operations | | 4,890 | | 5,880 | 4,979 |
First 8 of 69 rows. The CSV has all of them.
Table 38 after “The following table summarizes the quantitative information about fair value measurements for the NNN Lease Restructuring and RIDEA II trans”
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| Fair Value | Valuation Technique | Valuation Inputs | | Input Average or Range | |
| NNN Lease Restructuring | | | | | | |
| Rental payment concessions by HCP | $76,000 | Discounted Cash Flow | NNN Rent Coverage Ratio | | 1.20x | |
| (benefiting Brookdale) | | | | NNN Rent Growth Rate | | 3.0% |
| | | | Discount Rate | | 8.00%-8.50% |
| Forfeited purchase options by | $(129,000) | Discounted Cash Flow | Capitalization Rates | | 7.50%-9.25% | |
| Brookdale (benefiting HCP) | | | | Discount Rate | | 10.50%-11.00% |
| | | | Exercise Probability | | 100.00% |
First 8 of 16 rows. The CSV has all of them.
Table 39 after “The following table summarizes real estate acquisitions for the year ended December 31, 2016 (in thousands):”
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| Consideration | | Assets Acquired(1) | | | | |
| | | Liabilities | | | Net | |
| Segment | Cash Paid | | Assumed | Real Estate | Intangibles | | |
| SH NNN | $76,362 | | $1,200 | $71,875 | $5,687 | | |
| SHOP | | 113,971 | | 76,931 | | 177,551 | 13,351 |
| Life science | | 49,000 | | — | | 47,400 | 1,600 |
| Medical office | | 209,920 | | 4,854 | | 209,178 | 5,596 |
| Other | | 17,909 | | — | | 16,596 | 1,313 |
First 8 of 9 rows. The CSV has all of them.
Table 40 after “The following unaudited pro forma consolidated results of operations assume that the RIDEA III acquisition was completed as of January 1, 20”
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| December 31, 2015 | | December 31, 2014 | |
| Revenues | $2,034,369 | | $1,824,593 | |
| Net (loss) income | | (531,464) | | 954,540 |
| Net (loss) income applicable to HCP, Inc. | | (545,776) | | 938,387 |
| Basic earnings per common share | $(1.18) | | $2.04 | |
| Diluted earnings per common share | | (1.18) | | 2.04 |
Table 41 after “In addition to the RIDEA III acquisition discussed above, the following table summarizes other real estate acquisitions for the year ended D”
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| Consideration | | Assets Acquired(1) | | | | | | | |
| Cash Paid/ | | Liabilities | Noncontrolling | | | | Net | | |
| Segment | Debt Settled | | Assumed | Interest | Real Estate | | Intangibles | | | |
| SH NNN | $208 | | $— | $— | $208 | | $— | | | |
| SHOP | | 151,054 | | 1,443 | | 4,255 | | | 147,296 | 9,456 |
| Life science | | 80,946 | | 2,054 | | — | | | 68,988 | 14,012 |
| Medical office(2) | | 384,114 | | 12,866 | | — | | | 305,091 | 91,889 |
| Other(3) | | 296,227 | | 6,855 | | — | | | 248,826 | 54,256 |
First 8 of 9 rows. The CSV has all of them.
Table 42 after “The following table summarizes the Company’s funding for construction, tenant and other capital improvements (in thousands):”
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| Year Ended December 31, | | | |
| Segment | 2016 | | 2015 | |
| SH NNN | $49,109 | | $53,980 | |
| SHOP | | 74,158 | | 77,425 |
| Life science | | 200,122 | | 122,319 |
| Medical office | | 128,308 | | 131,021 |
| Other | | 7,203 | | 37 |
| $458,900 | | $384,782 | |
Table 43 after “The following is a summary of the assets and liabilities transferred to QCP at the Spin-Off date (in thousands):”
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| October 31, | | December 31, | |
| 2016 | | 2015 | |
| ASSETS | | | | |
| Real estate: | | | | |
| Buildings and improvements | $191,633 | | $191,633 | |
| Land | | 14,147 | | 14,147 |
| Accumulated depreciation and amortization | | (71,845) | | (65,319) |
| Net real estate | | 133,935 | | 140,461 |
First 8 of 19 rows. The CSV has all of them.
Table 44 after “The results of discontinued operations through October 31, 2016, the Spin-Off date, are included in the consolidated results for the years e”
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| Year Ended December 31, | | | | |
| 2016 | | 2015 | 2014 | |
| Revenues: | | | | | |
| Rental and related revenues | $22,971 | | $27,651 | $27,111 | |
| Tenant recoveries | | 1,233 | | 1,464 | 1,029 |
| Income from direct financing leases | | 384,752 | | 572,835 | 598,629 |
| Interest income | | — | | — | 868 |
| Total revenues | | 408,956 | | 601,950 | 627,637 |
First 8 of 20 rows. The CSV has all of them.
Table 45 after “The following is a summary of the quantitative information about fair value measurements for the impairment related to the Company’s equity ”
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| Description of Input(s) to the Valuation | Valuation Inputs |
| Range of revenue growth rates(1) | (0.2%)-3.5% |
| Range of occupancy growth rates(1) | (0.3%)-0.2% |
| Range of operating expense growth rates(1) | 0.6%-2.8% |
| Discount rate | 13.7% |
| Range of earnings multiples | 6.0x-7.0x |
Table 46 after “The fair value of the Company’s equity investment in HCRMC was based on a discounted cash flow valuation model and inputs were considered to”
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| Description of Input(s) to the Valuation | Valuation Inputs |
| Range of revenue growth rates(1) | (1.8%)-3.0% |
| Range of occupancy growth rates(1) | (0.8%)-0.2% |
| Range of operating expense growth rates(1) | (1.1%)-3.1% |
| Discount rate | 15.20% |
| Range of earnings multiples | 6.0x-7.0x |
Table 47 after “The market rate lease payments were based on an income approach utilizing a discounted cash flow valuation model. The significant inputs to ”
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| | Post-acute/ |
| Senior Housing | Skilled nursing |
| Description of Input(s) to the Valuation | DFL Valuation Inputs | DFL Valuation Inputs |
| Range of EBITDAR | $75,000-$85,000 | $385,000-$435,000 |
| Range of rent coverage ratio | 1.05x-1.15x | 1.25x-1.35x |
| Range of real estate capitalization rate | 6.25%-7.25% | 7.50%-8.50% |
Table 48 after “The components of net investment in DFLs consisted of the following (dollars in thousands):”
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| December 31, | | | |
| 2016 | | 2015 | |
| Minimum lease payments receivable | $1,108,237 | | $1,155,215 | |
| Estimated residual values | | 539,656 | | 535,161 |
| Less unearned income | | (895,304) | | (939,683) |
| Net investment in direct financing leases | $752,589 | | $750,693 | |
| Properties subject to direct financing leases | | 30 | | 30 |
Table 49 after “The following table summarizes future minimum lease payments contractually due under DFLs at December 31, 2016 (in thousands):”
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| Year | Amount | |
| 2017 | $91,770 | |
| 2018 | | 66,121 |
| 2019 | | 67,526 |
| 2020 | | 62,234 |
| 2021 | | 62,641 |
| Thereafter | | 757,945 |
| $1,108,237 | |
Table 50 after “The following table summarizes the Company’s internal ratings for net investment in DFLs at December 31, 2016 (dollars in thousands):”
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| Carrying | | Percentage of | | Internal Ratings | | | | |
| Segment | Amount | | DFL Portfolio | | Performing DFLs | Watch List DFLs | Workout DFLs | | |
| SH NNN | $628,698 | | 84 | | $267,897 | $360,801 | $— | | |
| Other | | 123,891 | | 16 | | 123,891 | | — | — |
| $752,589 | | 100 | | $391,788 | $360,801 | $— | | |
Table 51 after “The following table summarizes the Company’s loans receivable (in thousands):”
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| December 31, | | | | | | | | | | |
| 2016 | | 2015 | | | | | | | | |
| Real Estate | | Other | | | Real Estate | | Other | | | |
| Secured | | Secured | Total | Secured | | Secured | | Total | | |
| Mezzanine(1)(2) | $— | | $615,188 | $615,188 | $— | | $660,138 | | $660,138 | | |
| Other | | 195,946 | | — | | 195,946 | | | 114,322 | — | 114,322 |
| Unamortized premiums (discounts), fees and costs, net | | 413 | | (3,593) | | (3,180) | | | 961 | (6,678) | (5,717) |
| Allowance for loan losses | | — | | — | | — | | | — | — | — |
First 8 of 9 rows. The CSV has all of them.
Table 52 after “The following table summarizes the Company’s internal ratings for loans receivable at December 31, 2016 (dollars in thousands):”
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| | | | Percentage | | Internal Ratings | | | | |
| Carrying | | of Loan | | Performing | | Watch List | Workout | | |
| Investment Type | Amount | | Portfolio | | Loans | | Loans | Loans | | |
| Real estate secured | $196,359 | | 24 | | $196,359 | | $— | $— | | |
| Other secured | | 611,595 | | 76 | | | 355,130 | | 256,465 | — |
| $807,954 | | 100 | | $551,489 | | $256,465 | $— | | |
Table 53 after “The following table summarizes the Company’s loans receivable secured by real estate at December 31, 2016 (dollars in thousands):”
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| Final | Number | | | | | |
| Maturity | of | | Principal | | Carrying | |
| Date | Loans | Payment Terms | Amount(1) | | Amount | |
| 2017 | 1 | monthly interest-only payments, accrues interest at LIBOR plus 6.0%, and secured by, among other things, the issuer’s real estate assets | $34,602 | | $35,015 | |
| 2018 | 1 | monthly interest-only payments, accrues interest at 8.0% and secured by a senior housing facility in Pennsylvania(2) | | 21,473 | | 21,566 |
| 2021 | 2 | aggregate monthly interest-only payments, accrues interest at 8.0% and 9.75% and secured by two senior housing facility in the U.K.(3) | | 9,008 | | 9,339 |
| 2023 | 1 | monthly interest-only payments, accrues interest at 7.0% and secured by seven senior housing facilities in the U.K. | | 130,439 | | 130,439 |
| 5 | | $195,522 | | $196,359 | |
Table 54 after “The Company owns interests in the following entities that are accounted for under the equity method (dollars in thousands):”
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| | | Carrying Amount | | | |
| | | December 31, | | | |
| Entity(1) | Segment | Ownership % | 2016 | | 2015 | |
| CCRC JV(2) | SHOP | 49 | $439,449 | | $465,179 | |
| MBK JV(3) | SHOP | 50 | | 38,909 | | 34,131 |
| HCP Ventures III, LLC | Medical office | 30 | | 1,533 | | 9,241 |
| HCP Ventures IV, LLC | Medical office | 20 | | 7,277 | | 11,884 |
| HCP Life Science(4) | Life science | 50-63 | | 67,879 | | 68,582 |
First 8 of 14 rows. The CSV has all of them.
Table 55 after “The following table summarizes the Company’s intangible lease assets (in thousands):”
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| December 31, | | | |
| Intangible lease assets | 2016 | | 2015 | |
| Lease-up intangibles | $719,788 | | $765,861 | |
| Above market tenant lease intangibles | | 147,409 | | 154,928 |
| Below market ground lease intangibles | | 44,500 | | 44,051 |
| Gross intangible lease assets | | 911,697 | | 964,840 |
| Accumulated depreciation and amortization | | (431,892) | | (378,183) |
| Net intangible lease assets | $479,805 | | $586,657 | |
Table 56 after “The following table summarizes the Company’s intangible lease liabilities (in thousands):”
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| December 31, | | | |
| Intangible lease liabilities | 2016 | | 2015 | |
| Below market lease intangibles | $161,595 | | $149,762 | |
| Above market ground lease intangibles | | 2,329 | | 6,121 |
| Gross intangible lease liabilities | | 163,924 | | 155,883 |
| Accumulated depreciation and amortization | | (105,779) | | (99,736) |
| Net intangible lease liabilities | $58,145 | | $56,147 | |
Table 57 after “The following table summarizes the estimated aggregate amortization of intangible assets and liabilities for each of the five succeeding fis”
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| Intangible | | Intangible | |
| Assets | | Liabilities | |
| 2017 | $86,113 | | $11,686 | |
| 2018 | | 69,805 | | 9,018 |
| 2019 | | 51,710 | | 6,558 |
| 2020 | | 43,763 | | 5,142 |
| 2021 | | 37,255 | | 3,636 |
| Thereafter | | 191,159 | | 22,105 |
First 8 of 9 rows. The CSV has all of them.
Table 58 after “The following table summarizes the Company’s other assets (in thousands):”
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| December 31, | | | |
| 2016 | | 2015 | |
| Straight-line rent receivables, net of allowance of $25,059 and $32,918, respectively | $311,776 | | $366,951 | |
| Marketable debt securities, net | | 68,630 | | 102,958 |
| Leasing costs and inducements, net | | 156,820 | | 158,708 |
| Goodwill | | 42,386 | | 47,019 |
| Other | | 132,012 | | 118,847 |
| Total other assets | $711,624 | | $794,483 | |
Table 59 after “The following table summarizes the Company’s senior unsecured notes issuances for the periods presented (dollars in thousands):”
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| Issuance | | | | | |
| Period | Amount | Coupon Rate | | Maturity Date | Net Proceeds | |
| Year ended December 31, 2015: | | | | | | |
| January 21, 2015 | $600,000 | | 3.400% | | 2025 | $591,000 |
| May 20, 2015 | $750,000 | | 4.000% | | 2025 | $739,000 |
| December 1, 2015 | $600,000 | | 4.000% | | 2022 | $594,000 |
Table 60 after “The following table summarizes the Company’s senior unsecured notes payoffs for the periods presented (dollars in thousands):”
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| Period | Amount | Coupon Rate | |
| Year ended December 31, 2016: | | | |
| February 1, 2016 | $500,000 | | 3.750% |
| September 15, 2016 | $400,000 | | 6.300% |
| November 30, 2016 | $500,000 | | 6.000% |
| November 30, 2016 | $600,000 | | 6.700% |
| Year ended December 31, 2015: | | | |
| March 1, 2015 | $200,000 | | 6.000% |
First 8 of 9 rows. The CSV has all of them.
Table 61 after “The following table summarizes the Company’s stated debt maturities and scheduled principal repayments at December 31, 2016 (dollars in thou”
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| | | | | Senior Unsecured Notes(3) | | Mortgage Debt(4) | | | | | | |
| Line of | | | | | Interest | | | Interest | | | | |
| Year | Credit(1) | | Term Loans(2) | Amount | Rate | | Amount | Rate | | | Total(5) | | |
| 2017 | $— | | $169,305 | $250,000 | 5.72% | | $479,795 | 3.14% | | | $899,100 | | |
| 2018 | | 899,718 | | — | | — | —% | | | 3,641 | | —% | 903,359 |
| 2019 | | — | | 271,876 | | 450,000 | 3.95% | | | 3,839 | | —% | 725,715 |
| 2020 | | — | | — | | 800,000 | 2.81% | | | 3,907 | | 5.11% | 803,907 |
| 2021 | | — | | — | | 1,200,000 | 5.54% | | | 11,277 | | 5.38% | 1,211,277 |
First 8 of 12 rows. The CSV has all of them.
Table 62 after “The following table summarizes the Company’s material commitments, excluding debt servicing obligations (see Note 11), at December 31, 2016 ”
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| | | | | | | | | More than | |
| Total(1) | | 2017 | 2018-2019 | 2020-2021 | | Five Years | | | |
| U.K. loan commitments(2) | | 43,107 | | 39,946 | | 3,161 | | — | | — |
| Construction loan commitments(3) | | 124 | | 124 | | — | | — | | — |
| Development commitments(4) | | 117,019 | | 114,229 | | 2,790 | | — | | — |
| Ground and other operating leases | | 412,055 | | 7,294 | | 14,751 | | 13,706 | | 376,304 |
| Total | $572,305 | | $161,593 | $20,702 | $13,706 | | $376,304 | | | |
Table 63 after “Certain leases, including DFLs contain purchase options whereby the tenant may elect to acquire the underlying real estate. Annualized base ”
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| Annualized | | Number of | |
| Year | Base Rent(1) | | Properties | |
| 2017 | $16,202 | | 9 | |
| 2018 | | 20,028 | | 4 |
| 2019 | | 14,411 | | 2 |
| 2020 | | 13,869 | | 4 |
| Thereafter | | 56,405 | | 32 |
| $120,915 | | 51 | |
Table 64 after “The Company’s rental expense attributable to continuing operations for the years ended December 31, 2016, 2015 and 2014 was $10 million, $10”
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| Year | Amount | |
| 2017 | $7,294 | |
| 2018 | | 7,303 |
| 2019 | | 7,448 |
| 2020 | | 7,018 |
| 2021 | | 6,688 |
| Thereafter | | 376,304 |
| $412,055 | |
Table 65 after “The following table summarizes the Company’s other common stock activities (shares in thousands):”
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| Year Ended | | |
| December 31, | | |
| 2016 | 2015 | 2014 |
| Dividend Reinvestment and Stock Purchase Plan | 2,021 | 2,762 | 2,299 |
| Conversion of DownREIT units | 145 | 104 | 27 |
| Exercise of stock options | 133 | 823 | 169 |
| Vesting of restricted stock units | 529 | 409 | 614 |
| Repurchase of common stock | 237 | 198 | 323 |
Table 66 after “The following table summarizes the Company’s accumulated other comprehensive loss (in thousands):”
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| December 31, | | | |
| 2016 | | 2015 | |
| Cumulative foreign currency translation adjustment | $(22,817) | | $(19,485) | |
| Unrealized losses on cash flow hedges, net | | (3,642) | | (7,582) |
| Supplemental Executive Retirement Plan minimum liability | | (3,129) | | (3,411) |
| Unrealized (losses) gains on available for sale securities | | (54) | | 8 |
| Total accumulated other comprehensive loss | $(29,642) | | $(30,470) | |
Table 67 after “For the year ended December 31, 2016:”
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| | | | Life | Medical | | Other | Corporate | | | | |
| Segments | SH NNN | | SHOP | Science | Office | | Non-reportable | Non-segment | Total | | | |
| Rental revenues(1) | $423,118 | | $686,822 | $358,537 | $446,280 | | $125,729 | $— | $2,040,486 | | | |
| HCP share of unconsolidated JV revenues | | — | | 204,591 | | 7,599 | | 1,996 | | 1,618 | — | 215,804 |
| Less: | | | | | | | | | | | | |
| Operating expenses | | (6,710) | | (480,870) | | (72,478) | | (173,687) | | (4,654) | — | (738,399) |
| HCP share of unconsolidated JV operating expenses | | — | | (166,791) | | (1,601) | | (595) | | (48) | — | (169,035) |
| NOI | | 416,408 | | 243,752 | | 292,057 | | 273,994 | | 122,645 | — | 1,348,856 |
First 8 of 24 rows. The CSV has all of them.
Table 68 after “For the year ended December 31, 2015:”
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| | | | Life | Medical | | Other | Corporate | | | | |
| Segments | SH NNN | | SHOP | Science | Office | | Non-reportable | Non-segment | Total | | | |
| Rental revenues(1) | $428,269 | | $518,264 | $342,984 | $415,351 | | $123,437 | $— | $1,828,305 | | | |
| HCP share of unconsolidated JV revenues | | — | | 181,410 | | 7,106 | | 1,870 | | 1,600 | — | 191,986 |
| Less: | | | | | | | | | | | | — |
| Operating expenses | | (3,427) | | (371,016) | | (70,217) | | (162,054) | | (3,965) | — | (610,679) |
| HCP share of unconsolidated JV operating expenses | | — | | (151,962) | | (1,612) | | (612) | | (73) | — | (154,259) |
| NOI | | 424,842 | | 176,696 | | 278,261 | | 254,555 | | 120,999 | — | 1,255,353 |
First 8 of 24 rows. The CSV has all of them.
Table 69 after “For the year ended December 31, 2014:”
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| | | | Life | Medical | | Other | Corporate | | | | |
| Segments | SH NNN | | SHOP | Science | Office | | Non-reportable | Non-segment | Total | | | |
| Rental revenues(1) | $538,113 | | $243,612 | $314,114 | $368,055 | | $99,316 | $— | $1,563,210 | | | |
| HCP share of unconsolidated JV revenues | | — | | 57,740 | | 6,888 | | 1,825 | | — | — | 66,453 |
| Less: | | | | | | | | | | | | |
| Operating expenses | | (3,629) | | (163,650) | | (63,080) | | (147,144) | | (3,791) | — | (381,294) |
| HCP share of unconsolidated JV operating expenses | | — | | (49,571) | | (1,749) | | (571) | | — | — | (51,891) |
| NOI | | 534,484 | | 88,131 | | 256,173 | | 222,165 | | 95,525 | — | 1,196,478 |
First 8 of 23 rows. The CSV has all of them.
Table 70 after “The following table summarizes the Company’s revenues by segment (in thousands):”
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| Year Ended | | | | |
| December 31, | | | | |
| Segments | 2016 | | 2015 | 2014 | |
| SH NNN | $423,118 | | $428,269 | $538,113 | |
| SHOP | | 686,822 | | 518,264 | 243,612 |
| Life science | | 358,537 | | 342,984 | 314,114 |
| Medical office | | 446,280 | | 415,351 | 368,055 |
| Other non-reportable segments | | 214,537 | | 235,621 | 172,939 |
First 8 of 9 rows. The CSV has all of them.
Table 71 after “The following table summarizes the Company’s total assets by segment (in thousands):”
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| December 31, | | | |
| Segments | 2016 | | 2015 | |
| SH NNN | $3,871,720 | | $5,092,443 | |
| SHOP | | 3,623,931 | | 3,195,384 |
| Life science | | 4,029,500 | | 3,682,308 |
| Medical office | | 3,737,939 | | 3,436,884 |
| Gross reportable segment assets | | 15,263,090 | | 15,407,019 |
| Accumulated depreciation and amortization | | (2,900,060) | | (2,704,425) |
First 8 of 13 rows. The CSV has all of them.
Table 72 after “The following table summarizes future minimum lease payments to be received, excluding operating expense reimbursements, from tenants under ”
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| Year | Amount | |
| 2017 | $1,068,698 | |
| 2018 | | 995,723 |
| 2019 | | 899,038 |
| 2020 | | 825,614 |
| 2021 | | 750,635 |
| Thereafter | | 3,546,462 |
| $8,086,170 | |
Table 73 after “The following table summarizes restricted stock award activity, including performance stock units, for the year ended December 31, 2016 (uni”
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| | Weighted | | | | Weighted | |
| Restricted | Average | | | | Average | |
| Stock | Grant Date | | Restricted | | Grant Date | |
| Units | Fair Value | | Shares | | Fair Value | |
| Unvested at January 1, 2016 | 867 | $43.34 | | 36 | | $41.77 | |
| Granted | 790 | | 34.86 | | — | | — |
| Vested | (528) | | 42.07 | | (36) | | 41.77 |
| Forfeited | (167) | | 41.48 | | — | | — |
First 8 of 9 rows. The CSV has all of them.
Table 74 after “The total income tax expense (benefit) from continuing operations consists of the following components (in thousands):”
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| Year Ended December 31, | | | | |
| 2016 | | 2015 | 2014 | |
| Current | | | | | |
| Federal | $8,525 | | $4,948 | $1,833 | |
| State | | 8,307 | | 1,988 | 2,018 |
| Foreign | | 1,332 | | 828 | 223 |
| Total current | $18,164 | | $7,764 | $4,074 | |
| Deferred | | | | | |
First 8 of 13 rows. The CSV has all of them.
Table 75 after “The following table reconciles the income tax expense (benefit) from continuing operations at statutory rates to the actual income tax expen”
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| Year Ended December 31, | | | | |
| 2016 | | 2015 | 2014 | |
| Tax benefit at U.S. federal statutory income tax rate on income or loss subject to tax | $(4,581) | | $(12,630) | $(2,131) | |
| State income tax expense, net of federal tax | | 6,081 | | (606) | 134 |
| Gross receipts and margin taxes | | 1,847 | | 1,383 | 1,573 |
| Foreign rate differential | | 647 | | 2,269 | 554 |
| Effect of permanent differences | | (280) | | (298) | (196) |
| Return to provision adjustments | | 287 | | (368) | (528) |
First 8 of 10 rows. The CSV has all of them.
Table 76 after “Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of the assets and liabilities for financ”
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| December 31, | | | | |
| 2016 | | 2015 | 2014 | |
| Property, primarily differences in depreciation and amortization, the basis of land, and the treatment of interest and certain costs | $28,940 | | $19,862 | $3,418 | |
| Net operating loss carryforward | | 8,784 | | 3,703 | 484 |
| Expense accruals and other | | (847) | | (753) | 462 |
| Valuation allowance | | (606) | | (531) | (88) |
| Net deferred tax assets | $36,271 | | $22,281 | $4,276 | |
Table 77 after “The following table illustrates the computation of basic and diluted earnings per share (dollars in thousands, except per share data):”
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| Year Ended December 31, | | | | |
| 2016 | | 2015 | 2014 | |
| Numerator | | | | | |
| Income from continuing operations | $374,171 | | $152,668 | $271,315 | |
| Noncontrolling interests’ share in continuing operations | | (12,179) | | (12,817) | (13,181) |
| Income from continuing operations applicable to HCP, Inc. | | 361,992 | | 139,851 | 258,134 |
| Participating securities’ share in continuing operations | | (1,198) | | (1,317) | (2,437) |
| Income from continuing operations applicable to common shares | | 360,794 | | 138,534 | 255,697 |
First 8 of 23 rows. The CSV has all of them.
Table 78 after “The following table summarizes supplemental cash flow information (in thousands):”
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| Year Ended December 31, | | | | |
| 2016 | | 2015 | 2014 | |
| Supplemental cash flow information: | | | | | |
| Interest paid, net of capitalized interest | $489,453 | | $451,615 | $410,286 | |
| Income taxes paid | | 13,727 | | 6,959 | 5,071 |
| Capitalized interest | | 11,108 | | 8,798 | 10,314 |
| Supplemental disclosure of non-cash investing and financing activities: | | | | | |
| Accrued construction costs | | 49,999 | | 52,511 | 37,178 |
First 8 of 24 rows. The CSV has all of them.
Table 79 after “The classification of the related assets and liabilities and their maximum loss exposure as a result of the Company’s involvement with these”
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| Maximum Loss | | | | Carrying | |
| VIE Type | Exposure(1) | | Asset/Liability Type | | Amount | |
| VIE tenants—DFLs(2) | $601,132 | | Net investment in DFLs | | $601,132 | |
| VIE tenants—operating leases(2) | | 7,628 | | Lease intangibles, net and straight-line rent receivables | | 7,628 |
| CCRC OpCo | | 103,315 | | Investments in unconsolidated JVs | | 103,315 |
| Vintage Park Development JV | | 7,486 | | Investments in unconsolidated JVs | | 7,486 |
| Four Seasons | | 85,430 | | Loans and marketable debt securities | | 85,430 |
| Loan—senior secured | | 131,215 | | Loans receivable, net | | 131,215 |
First 8 of 10 rows. The CSV has all of them.
Table 80 after “The table below summarizes the carrying amounts and fair values of the Company’s financial instruments (in thousands):”
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| December 31, | | | | | | | |
| 2016(4) | | 2015 | | | | | |
| Carrying | | | | Carrying | | | |
| Amount | | Fair Value | Amount | | Fair Value | | |
| Loans receivable, net(2) | $807,954 | | $807,505 | $768,743 | | $770,052 | | |
| Marketable debt securities(2) | | 68,630 | | 68,630 | | | 102,958 | 102,958 |
| Marketable equity securities(1) | | 76 | | 76 | | | 39 | 39 |
| Warrants(3) | | 19 | | 19 | | | 55 | 55 |
First 8 of 16 rows. The CSV has all of them.
Table 81 after “The following table provides information regarding the Company’s concentrations with respect to Brookdale as a tenant as of and for the peri”
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| Percentage of Gross Assets | Percentage of Revenues | | | | | | | | |
| Total Company | SH NNN | Total Company | SH NNN | | | | | | |
| December 31, | December 31, | Year Ended December 31, | Year Ended December 31, | | | | | | |
| Tenant | 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | 2014 | 2016 | 2015 | 2014 |
| Brookdale(1) | 17 | 13 | 69 | 53 | 12 | 13 | 19 | 59 | 58 | 59 |
Table 82 after “The following table provides information regarding the Company’s concentrations with respect to certain states; the information provided is ”
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| Percentage of Total | Percentage of | | | |
| Company Gross Assets | Total Company Revenues | | | |
| December 31, | Year Ended December 31, | | | |
| State | 2016 | 2015 | 2016 | 2015 | 2014 |
| California | 29 | 30 | 26 | 27 | 30 |
| Texas | 14 | 14 | 17 | 16 | 15 |
Table 83 after “The following table summarizes the Company’s outstanding interest-rate and foreign currency swap contracts as of December 31, 2016 (dollars ”
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| | | Fixed | | | | | | | | | |
| | Hedge | Rate/Buy | | | | Notional/Sell | | | | | |
| Date Entered | Maturity Date | Designation | Amount | | Floating/Exchange Rate Index | | Amount | | Fair Value (1) | | | |
| Interest rate: | | | | | | | | | | | | |
| July 2005(2) | July 2020 | Cash Flow | | 3.82% | | BMA Swap Index | | $44,500 | | $(3,662) | | |
| January 2015(3) | October 2017 | Cash Flow | | 1.79% | | 1 Month GBP LIBOR+0.975% | | £ | 220,000 | | | (1,195) |
| Foreign currency: | | | | | | | | | | | | |
| January 2015(4) | October 2017 | Cash Flow | $16,000 | | Buy USD/Sell GBP | | £ | 10,500 | | | 2,920 | |
Table 84 after “The following table summarizes selected quarterly information for the years ended December 31, 2016 and 2015 (in thousands, except per share”
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| Three Months Ended 2016 | | | | | | |
| March 31 | | June 30 | September 30 | December 31 | | |
| Total revenues | $520,457 | | $538,332 | $530,555 | $539,950 | | |
| Total discontinued operations | | 68,408 | | 107,378 | | 108,215 | (18,246) |
| Income before income taxes and equity income from investments in unconsolidated joint ventures | | 55,949 | | 196,352 | | 47,453 | 67,530 |
| Net income | | 119,745 | | 304,842 | | 154,039 | 61,300 |
| Net income applicable to HCP, Inc. | | 116,119 | | 301,717 | | 151,250 | 58,661 |
| Basic earnings per common share | | 0.25 | | 0.65 | | 0.32 | 0.12 |
First 8 of 9 rows. The CSV has all of them.
| Three Months Ended 2015 | | | | | | |
| March 31 | | June 30 | September 30 | December 31 | | |
| Total revenues | $451,458 | | $459,806 | $508,900 | $520,325 | | |
| Total discontinued operations | | (308,028) | | 158,479 | | 130,210 | (679,765) |
| Income (loss) before income taxes and equity income from investments in unconsolidated joint ventures | | 70,806 | | 6,320 | | (11,263) | 70,408 |
| Net (loss) income | | (237,503) | | 167,748 | | 117,954 | (594,617) |
| Net (loss) income applicable to HCP, Inc. | | (240,614) | | 164,885 | | 115,362 | (598,868) |
| Basic earnings per common share | | (0.52) | | 0.36 | | 0.25 | (1.29) |
First 8 of 9 rows. The CSV has all of them.
Table 86 after “Schedule II: Valuation and Qualifying Accounts”
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| Allowance Accounts(1) | | | | Additions | | Deductions | | | | | | |
| | | | Amounts | | | | | | | | |
| Balance at | | Charged | | | | | Uncollectible | | | | |
| Year Ended | Beginning of | | Against | | Acquired | | Accounts | | Disposed | Balance at | | |
| December 31, | Year | | Operations, net | | Properties | | Written-off | | Properties | End of Year | | |
| 2016 | $36,180 | | $1,177 | | $— | | $(2,843) | | $(4,996) | $29,518 | | |
| 2015 | | 50,531 | | | 3,174 | | | — | | (17,209) | (316) | 36,180 |
| 2014 | | 48,136 | | | 5,600 | | | — | | (2,512) | (693) | 50,531 |
Table 87 after “Schedule III: Real Estate and Accumulated Depreciation”
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| | | | | | | | | | | | Costs | | | | | | | | | | | | | Life on Which | |
| | | | | | | | | | | | Capitalized | | Gross Amount at Which Carried | | | | | | Depreciation in | | | | | | |
| | | | | | Initial Cost to Company | | Subsequent | | As of December 31, 2016 | | | | | Year | | Latest Income | | | | | | | | | |
| | | Encumbrances at | | | | | Buildings and | | to | | | | | Buildings and | | | | Accumulated | | Acquired/ | Statement is | | | | |
| City | | State | December 31, 2016 | | Land | | Improvements | | Acquisition | | Land | | Improvements | | Total(1) | | Depreciation | Constructed | | Computed | | | | | | |
| Senior housing triple-net | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 1107 | Huntsville | AL | $— | | $307 | | $5,813 | | $307 | | $307 | | $5,453 | | $5,760 | | $(1,397) | 2006 | | 40 | | | | | | |
| 0786 | Douglas | AZ | | — | | | 110 | | | 703 | | | 110 | | | 110 | | 703 | | | 813 | | (345) | 2005 | | 35 |
First 8 of 114 rows. The CSV has all of them.
| | | | | | | | | | | | Costs | | | | | | | | | | | | | Life on Which | |
| | | | | | | | | | | | Capitalized | | Gross Amount at Which Carried | | | | | | Depreciation in | | | | | | |
| | | | | | Initial Cost to Company | | Subsequent | | As of December 31, 2016 | | | | | Year | | Latest Income | | | | | | | | | |
| | | Encumbrances at | | | | | Buildings and | | to | | | | | Buildings and | | | | Accumulated | | Acquired/ | Statement is | | | | |
| City | | State | December 31, 2016 | | Land | | Improvements | | Acquisition | | Land | | Improvements | | Total(1) | | Depreciation | Constructed | | Computed | | | | | | |
| 2084 | Roseburg | OR | | — | | | 1,042 | | | 12,090 | | | 1,042 | | | 1,042 | | 12,199 | | | 13,241 | | (1,534) | 2012 | | 45 |
| 2134 | Scappoose | OR | | — | | | 353 | | | 1,258 | | | 353 | | | 353 | | 1,271 | | | 1,624 | | (212) | 2012 | | 50 |
| 2153 | Scappoose | OR | | — | | | 971 | | | 7,116 | | | 971 | | | 971 | | 7,224 | | | 8,195 | | (1,045) | 2012 | | 45 |
First 8 of 96 rows. The CSV has all of them.
| | | | | | | | | | | | Costs | | | | | | | | | | | | | Life on Which | |
| | | | | | | | | | | | Capitalized | | Gross Amount at Which Carried | | | | | | Depreciation in | | | | | | |
| | | | | | Initial Cost to Company | | Subsequent | | As of December 31, 2016 | | | | | Year | | Latest Income | | | | | | | | | |
| | | Encumbrances at | | | | | Buildings and | | to | | | | | Buildings and | | | | Accumulated | | Acquired/ | Statement is | | | | |
| City | | State | December 31, 2016 | | Land | | Improvements | | Acquisition | | Land | | Improvements | | Total(1) | | Depreciation | Constructed | | Computed | | | | | | |
| 2505 | Arvada | CO | | — | | | 1,788 | | | 29,896 | | | 1,788 | | | 1,788 | | 30,553 | | | 32,341 | | (1,575) | 2015 | | 35 |
| 2506 | Boulder | CO | | — | | | 2,424 | | | 36,746 | | | 2,424 | | | 2,424 | | 37,056 | | | 39,480 | | (1,471) | 2015 | | 35 |
| 2373 | Colorado Springs | CO | | — | | | 1,910 | | | 24,479 | | | 1,910 | | | 1,910 | | 25,601 | | | 27,511 | | (6,526) | 2006 | | 45 |
First 8 of 99 rows. The CSV has all of them.
| | | | | | | | | | | | Costs | | | | | | | | | | | | | Life on Which | |
| | | | | | | | | | | | Capitalized | | Gross Amount at Which Carried | | | | | | Depreciation in | | | | | | |
| | | | | | Initial Cost to Company | | Subsequent | | As of December 31, 2016 | | | | | Year | | Latest Income | | | | | | | | | |
| | State/ | Encumbrances at | | | | | Buildings and | | to | | | | | Buildings and | | | | Accumulated | | Acquired/ | Statement is | | | | |
| City | | Country | December 31, 2016 | | Land | | Improvements | | Acquisition | | Land | | Improvements | | Total(1) | | Depreciation | Constructed | | Computed | | | | | | |
| 2530 | N Richland Hills | TX | | — | | | 1,190 | | | 17,756 | | | 1,190 | | | 1,190 | | 18,693 | | | 19,883 | | (950) | 2015 | | 35 |
| 2379 | Plano | TX | | — | | | 590 | | | 6,930 | | | 590 | | | 590 | | 7,190 | | | 7,780 | | (951) | 2012 | | 45 |
| 2378 | San Antonio | TX | | — | | | 2,860 | | | 17,030 | | | 2,880 | | | 2,880 | | 17,980 | | | 20,860 | | (4,621) | 2010 | | 45 |
First 8 of 116 rows. The CSV has all of them.
| | | | | | | | | | | | Costs | | | | | | | | | | | | | Life on Which | |
| | | | | | | | | | | | Capitalized | | Gross Amount at Which Carried | | | | | | Depreciation in | | | | | | |
| | | | | | Initial Cost to Company | | Subsequent | | As of December 31, 2016 | | | | | Year | | Latest Income | | | | | | | | | |
| | | Encumbrances at | | | | | Buildings and | | to | | | | | Buildings and | | | | Accumulated | | Acquired/ | Statement is | | | | |
| City | | State | December 31, 2016 | | Land | | Improvements | | Acquisition | | Land | | Improvements | | Total(1) | | Depreciation | Constructed | | Computed | | | | | | |
| 1440 | South San Francisco | CA | | — | | | 10,000 | | | 57,954 | | | 6 | | | 10,000 | | 57,960 | | | 67,960 | | (13,644) | 2007 | | 40 |
| 1441 | South San Francisco | CA | | — | | | 9,300 | | | 43,549 | | | 5 | | | 9,300 | | 43,554 | | | 52,854 | | (10,253) | 2007 | | 40 |
| 1442 | South San Francisco | CA | | — | | | 11,000 | | | 47,289 | | | 87 | | | 11,000 | | 47,376 | | | 58,376 | | (11,182) | 2007 | | 40 |
First 8 of 80 rows. The CSV has all of them.
| | | | | | | | | | | | Costs | | | | | | | | | | | | | Life on Which | |
| | | | | | | | | | | | Capitalized | | Gross Amount at Which Carried | | | | | | Depreciation in | | | | | | |
| | | | | | Initial Cost to Company | | Subsequent | | As of December 31, 2016 | | | | | Year | | Latest Income | | | | | | | | | |
| | | Encumbrances at | | | | | Buildings and | | to | | | | | Buildings and | | | | Accumulated | | Acquired/ | Statement is | | | | |
| City | | State | December 31, 2016 | | Land | | Improvements | | Acquisition | | Land | | Improvements | | Total(1) | | Depreciation | Constructed | | Computed | | | | | | |
| 0565 | San Jose | CA | | — | | | 1,460 | | | 7,672 | | | 527 | | | 1,460 | | 8,192 | | | 9,652 | | (3,237) | 2003 | | 37 |
| 0659 | Los Gatos | CA | | — | | | 1,718 | | | 3,124 | | | 622 | | | 1,758 | | 3,598 | | | 5,356 | | (1,194) | 2000 | | 34 |
| 1209 | Sherman Oaks | CA | | — | | | 7,472 | | | 10,075 | | | 4,988 | | | 7,943 | | 14,105 | | | 22,048 | | (6,483) | 2006 | | 22 |
First 8 of 76 rows. The CSV has all of them.
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| | | | | | | | | | | | Capitalized | | Gross Amount at Which Carried | | | | | | Depreciation in | | | | | | |
| | | | | | Initial Cost to Company | | Subsequent | | As of December 31, 2016 | | | | | Year | | Latest Income | | | | | | | | | |
| | | Encumbrances at | | | | | Buildings and | | to | | | | | Buildings and | | | | Accumulated | | Acquired/ | Statement is | | | | |
| City | | State | December 31, 2016 | | Land | | Improvements | | Acquisition | | Land | | Improvements | | Total(1) | | Depreciation | Constructed | | Computed | | | | | | |
| 0300 | Minneapolis | MN | | — | | | 160 | | | 10,131 | | | 4,566 | | | 160 | | 13,720 | | | 13,880 | | (6,552) | 1997 | | 35 |
| 2032 | Independence | MO | | — | | | — | | | 48,025 | | | 787 | | | — | | 48,812 | | | 48,812 | | (5,068) | 2012 | | 45 |
| 1078 | Flowood | MS | | — | | | — | | | 8,413 | | | 753 | | | — | | 9,139 | | | 9,139 | | (2,712) | 2006 | | 40 |
First 8 of 90 rows. The CSV has all of them.
| | | | | | | | | | | | Costs | | | | | | | | | | | | | Life on Which | |
| | | | | | | | | | | | Capitalized | | Gross Amount at Which Carried | | | | | | Depreciation in | | | | | | |
| | | | | | Initial Cost to Company | | Subsequent | | As of December 31, 2016 | | | | | Year | | Latest Income | | | | | | | | | |
| | | Encumbrances at | | | | | Buildings and | | to | | | | | Buildings and | | | | Accumulated | | Acquired/ | Statement is | | | | |
| City | | State | December 31, 2016 | | Land | | Improvements | | Acquisition | | Land | | Improvements | | Total(1) | | Depreciation | Constructed | | Computed | | | | | | |
| 0143 | Lufkin | TX | | — | | | 338 | | | 2,383 | | | 73 | | | 338 | | 2,416 | | | 2,754 | | (1,174) | 1992 | | 45 |
| 0568 | Mckinney | TX | | — | | | 541 | | | 6,217 | | | 1,636 | | | 541 | | 7,160 | | | 7,701 | | (2,489) | 2003 | | 36 |
| 0569 | Mckinney | TX | | — | | | — | | | 636 | | | 8,082 | | | — | | 8,012 | | | 8,012 | | (2,565) | 2003 | | 40 |
First 8 of 120 rows. The CSV has all of them.
| | | | | | | | | | | | Costs | | | | | | | | | | | | | Life on Which | |
| | | | | | | | | | | | Capitalized | | Gross Amount at Which Carried | | | | | | Depreciation in | | | | | | |
| | | | | | Initial Cost to Company | | Subsequent | | As of December 31, 2016 | | | | | Year | | Latest Income | | | | | | | | | |
| | | Encumbrances at | | | | | Buildings and | | to | | | | | Buildings and | | | | Accumulated | | Acquired/ | Statement is | | | | |
| City | | State | December 31, 2016 | | Land | | Improvements | | Acquisition | | Land | | Improvements | | Total(1) | | Depreciation | Constructed | | Computed | | | | | | |
| 2304 | Knotty Ash | EG | | — | | | 593 | | | 2,077 | | | 593 | | | 593 | | 2,077 | | | 2,670 | | (157) | 2015 | | 40 |
| 2322 | Laindon | EG | | — | | | 1,088 | | | 2,531 | | | 1,088 | | | 1,088 | | 2,531 | | | 3,619 | | (191) | 2015 | | 40 |
| 2215 | Leeds | EG | | — | | | 460 | | | 726 | | | 460 | | | 460 | | 727 | | | 1,187 | | (129) | 2014 | | 45 |
First 8 of 34 rows. The CSV has all of them.
| Year ended December 31, | | | | |
| 2016 | | 2015 | 2014 | |
| Real estate: | | | | | |
| Balances at beginning of year | $14,330,257 | | $12,931,832 | $12,592,841 | |
| Acquisition of real estate and development and improvements | | 987,135 | | 1,930,931 | 756,043 |
| Disposition of real estate | | (577,799) | | (121,374) | (169,311) |
| Impairments | | — | | (3,118) | — |
| Balances associated with changes in reporting presentation(1) | | (764,833) | | (408,014) | (247,741) |
First 8 of 15 rows. The CSV has all of them.
Table 97 after “Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of”
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| Signature | Title | Date |
| /s/ MICHAEL D. MCKEE | Executive Chairman of the Board | February 13, 2017 |
| Michael D. McKee | | |
| /s/ THOMAS M. HERZOG | Chief Executive Officer | February 13, 2017 |
| Thomas M. Herzog | (Principal Executive Officer and Principal Financial Officer), Director | |
| /s/ Scott A. Anderson | Executive Vice President and Chief | February 13, 2017 |
| Scott A. Anderson | Accounting Officer (Principal Accounting Officer) | |
| /s/ Brian G. Cartwright | Director | February 13, 2017 |
First 8 of 19 rows. The CSV has all of them.
| Exhibit | | Incorporated by reference herein | |
| Number | Description | Form | Date Filed |
| 2.1 | Purchase and Sale Agreement, dated as of October 16, 2012, by and among BRE/SW Portfolio LLC, those owner entities listed on Schedule 1 thereto, HCP, Inc. and Emeritus Corporation; and First Amendment to such Purchase and Sale Agreement, by and among such parties, dated as of December 4, 2012.*** | Quarterly Report on Form 10‑Q (File No. 001‑08895) | May 2, 2013 |
| 2.2 | Master Contribution and Transactions Agreement, dated April 23, 2014, by and between HCP, Inc. and Brookdale Senior Living Inc.*** | Quarterly Report on Form 10-Q (File No. 001‑08895) | August 5, 2014 |
| 2.3 | Separation and Distribution Agreement, dated October 31, 2016, by and between HCP and Quality Care Properties, Inc. | Current Report on Form 8-K (File No. 001-08895) | October 31, 2016 |
| 3.1 | Articles of Restatement of HCP. | Registration Statement on Form S‑3 (Registration No. 333‑182824) | July 24, 2012 |
| 3.2 | Fifth Amended and Restated Bylaws of HCP. | Current Report on Form 8‑K (File No. 001‑08895) | February 11, 2015 |
| 3.3 | Amendment No. 1 to Fifth Amended and Restated Bylaws of HCP. | Current Report on Form 8‑K (File No. 001‑08895) | February 1, 2016 |
First 8 of 16 rows. The CSV has all of them.
| Exhibit | | Incorporated by reference herein | |
| Number | Description | Form | Date Filed |
| 4.2.6 | Sixth Supplemental Indenture, dated May 20, 2015, between HCP and The Bank of New York Mellon Trust Company, N.A., as trustee. | Current Report on Form 8‑K (File No. 001‑08895) | May 20, 2015 |
| 4.2.7 | Seventh Supplemental Indenture dated December 1, 2015, between HCP and The Bank of New York Mellon Trust Company, N.A., as trustee. | Current Report on Form 8‑K (File No. 001‑08895) | December 1, 2015 |
| 4.3 | Form of Fixed Rate Global Medium‑Term Note. | Current Report on Form 8‑K (File No. 001‑08895) | November 20, 2003 |
| 4.4 | Form of Floating Rate Global Medium‑Term Note. | Current Report on Form 8‑K (File No. 001‑08895) | November 20, 2003 |
| 4.5 | Form of Fixed Rate Global Medium‑Term Note. | Current Report on Form 8‑K (File No. 001‑08895) | February 17, 2006 |
| 4.6 | Form of Floating Rate Global Medium‑Term Note. | Current Report on Form 8‑K (File No. 001‑08895) | February 17, 2006 |
First 8 of 20 rows. The CSV has all of them.
| Exhibit | | Incorporated by reference herein | |
| Number | Description | Form | Date Filed |
| 10.2 | Amended and Restated Executive Retirement Plan, effective as of May 7, 2003.* | Annual Report on Form 10‑K (File No. 001‑08895) | March 15, 2004 |
| 10.3 | 2006 Performance Incentive Plan, as amended and restated.* | Annex 2 to HCP’s Proxy Statement (File No. 001‑08895) | March 10, 2009 |
| 10.3.1 | Form of Employee 2006 Performance Incentive Plan Performance Restricted Stock Unit Agreement with five‑year installment vesting.* | Quarterly Report on Form 10‑Q (File No. 001‑08895) | April 28, 2009 |
| 10.3.2 | Form of Director 2006 Performance Incentive Plan Director Stock Unit Award Agreement with four‑year installment vesting.* | Quarterly Report on Form 10‑Q (File No. 001‑08895) | August 4, 2009 |
| 10.3.3 | HCP, Inc. Terms and Conditions Applicable to Restricted Stock Unit Awards Granted Under the 2006 Performance Incentive Plan.* | Quarterly Report on Form 10‑Q (File No. 001‑08895) | May 3, 2011 |
| 10.3.4 | Form of Employee 2006 Performance Incentive Plan Nonqualified Stock Option Agreement.* | Quarterly Report on Form 10‑Q (File No. 001‑08895) | May 1, 2012 |
First 8 of 21 rows. The CSV has all of them.
| Exhibit | | Incorporated by reference herein | |
| Number | Description | Form | Date Filed |
| 10.4.8 | Form of 2014 Performance Incentive Plan Non-NEO Restricted Stock Unit Award Agreement.* | Quarterly Report on Form 10-Q (File No. 001‑08895) | August 5, 2014 |
| 10.4.9 | Form of 2014 Performance Incentive Plan Non-NEO Option Agreement.* | Quarterly Report on Form 10-Q (File No. 001‑08895) | August 5, 2014 |
| 10.4.10 | Form of 2014 Performance Incentive Plan Non-Employee Directors Stock-for-Fees Program.* | Quarterly Report on Form 10-Q (File No. 001‑08895) | August 5, 2014 |
| 10.4.11 | Form of CEO 3-Year LTIP RSU Agreement.* | Quarterly Report on Form 10-Q (File No. 001‑08895) | May 5, 2015 |
| 10.4.12 | Form of CEO 1-Year LTIP RSU Agreement.* | Quarterly Report on Form 10-Q (File No. 001‑08895) | May 5, 2015 |
| 10.4.13 | Form of CEO Retentive LTIP RSU Agreement.* | Quarterly Report on Form 10-Q (File No. 001‑08895) | May 5, 2015 |
First 8 of 22 rows. The CSV has all of them.
| Exhibit | | Incorporated by reference herein | |
| Number | Description | Form | Date Filed |
| 10.11 | Employment Agreement, dated as of October 2, 2013, by and between HCP and Lauralee E. Martin.* | Current Report on Form 8‑K (File 001‑08895) | October 3, 2013 |
| 10.12 | Employment Agreement, effective as of September 8, 2015, by and between HCP and J. Justin Hutchens.* | Quarterly Report on Form 10‑Q (File 001‑08895) | November 3, 2015 |
| 10.12.1 | Amendment No. 1 to Employment Agreement, dated as of September 1, 2015, by and between HCP and J. Justin Hutchens.* | Quarterly Report on Form 10‑Q (File 001‑08895) | November 3, 2015 |
| 10.13 | Amended and Restated Limited Liability Company Agreement of HCPI/Utah, LLC, dated as of January 20, 1999. | Annual Report on Form 10‑K (File No. 001‑ 08895) | March 29, 1999 |
| 10.14 | Amended and Restated Limited Liability Company Agreement of HCPI/Utah II, LLC, dated as of August 17, 2001, as amended. | Current Report on Form 8‑K (File No. 001‑08895) | November 9, 2012 |
| 10.15 | Amended and Restated Limited Liability Company Agreement of HCPI/Tennessee, LLC, dated as of October 2, 2003. | Quarterly Report on Form 10‑Q (File No. 001‑ 08895) | November 12, 2003 |
First 8 of 15 rows. The CSV has all of them.
| Exhibit | | Incorporated by reference herein | |
| Number | Description | Form | Date Filed |
| 10.17.2 | Amendment No. 2 to Credit Agreement, dated May 7, 2013, by and among HCP, as borrower, the financial institutions referred to therein, and Bank of America, N.A., as administrative agent. | Quarterly Report on Form 10‑Q (File No. 001‑08895) | August 2, 2013 |
| 10.17.3 | Amendment No. 3 to Credit Agreement, dated March 31, 2014, by and among the Company, as borrower, the financial institutions referred to therein, and Bank of America, N.A., as administrative agent. | Current Report on Form 8‑K (File No. 001‑08895) | March 31, 2014 |
| 10.17.4 | Amendment No. 4 to Credit Agreement, dated November 24, 2014, by and among the Company, as borrower, the financial institutions referred to therein, and Bank of America, N.A., as administrative agent. | Annual Report on Form 10‑K (File No. 001‑08895) | February 10, 2015 |
| 10.17.5 | Amendment No. 5 to Credit Agreement, dated September 27, 2016, by and among the Company, as borrower, the financial institutions referred to therein, and Bank of America, N.A., as administrative agent. | Current Report on Form 8‑K (File No. 001‑ 08895) | September 28, 2016 |
| 10.18 | Master Lease and Security Agreement, dated as of October 31, 2012, by and between HCPI Trust, HCP Senior Housing Properties Trust, HCP SH ELP1 Properties, LLC, HCP SH ELP2 Properties, LLC, HCP SH ELP3 Properties, LLC, HCP SH Lassen House, LLC, HCP SH Mountain Laurel, LLC, HCP SH Mountain View, LLC, HCP SH Oakridge, LLC, HCP SH River Valley Landing, LLC and HCP SH Sellwood Landing, LLC, as lessor, and Emeritus Corporation, as lessee.** | Annual Report on Form 10‑K (File No. 001‑08895) | February 12, 2013 |
| 10.18.1 | First Amendment to Master Lease and Security Agreement, dated as of December 4, 2012, by and between HCPI Trust, HCP Senior Housing Properties Trust, HCP SH ELP1 Properties, LLC, HCP SH ELP2 Properties, LLC, HCP SH ELP3 Properties, LLC, HCP SH Lassen House, LLC, HCP SH Mountain Laurel, LLC, HCP SH Mountain View, LLC, HCP SH Oakridge, LLC, HCP SH River Valley Landing, LLC and HCP SH Sellwood Landing, LLC, as lessor, and Emeritus Corporation, as lessee.** | Annual Report on Form 10‑K (File No. 001‑08895) | February 12, 2013 |
| Exhibit | | Incorporated by reference herein | |
| Number | Description | Form | Date Filed |
| 10.18.2 | Omnibus Amendment to Leases, dated as of July 31, 2014, which amends the Master Lease and Security Agreement, dated as of October 31, 2012, by and between HCPI Trust, HCP Senior Housing Properties Trust, HCP SH ELP1 Properties, LLC, HCP SH ELP2 Properties, LLC, HCP SH ELP3 Properties, LLC, HCP SH Lassen House, LLC, HCP SH Mountain Laurel, LLC, HCP SH Mountain View, LLC, HCP SH Oakridge, LLC, HCP SH River Valley Landing, LLC and HCP SH Sellwood Landing, LLC, as lessor, and Emeritus Corporation, as lessee, as amended.** | Quarterly Report on Form 10‑Q (File No. 001‑08895) | November 4, 2014 |
| 10.19 | Amended and Restated Master Lease and Security Agreement, dated as of August 29, 2014, by and between HCP AUR1 California A Pack, LLC, HCP EMOH, LLC, HCP Hazel Creek, LLC, HCP MA2 California, LP, HCP MA2 Massachusetts, LP, HCP MA2 Ohio, LP, HCP MA2 Oklahoma, LP, HCP MA3 California, LP, HCP MA3 South Carolina, LP, HCP MA3 Washington LP, HCP Partners, LP, HCP Senior Housing Properties Trust, HCP SH Eldorado Heights LLC, HCP SH ELP1Properties, LLC, HCP SH ELP2 Properties, LLC, HCP SH ELP3 Properties, LLC, HCP SH Lassen House, LLC, HCP SH Mountain Laurel, LLC, HCP SH Mountain View, LLC, HCP SH River Valley Landing, LLC, HCP SH Sellwood Landing, LLC, HCP ST1 Colorado, LP, HCP, Inc. and HCPI Trust, as their interests may appear, as lessor, and Emeritus Corporation, Summerville at Hazel Creek, LLC and Summerville at Prince William, Inc., as lessee.** | Quarterly Report on Form 10‑Q (File No. 001‑08895) | November 4, 2014 |
| 10.19.1 | First Amendment to Amended and Restated Master Lease and Security Agreement and Option Exercise Notice, dated as of December 29, 2014, by and between HCP, Inc. and Brookdale Senior Living Inc.** | Annual Report on Form 10-K (File No. 1-08895) | February 10, 2015 |
| 10.19.2 | Second Amendment to Amended and Restated Master Lease and Security Agreement, dated as of January 1, 2015, by and among the entities collectively defined therein as Lessor, consisting of HCP and certain of its subsidiaries, the entities collectively defined therein as Lessee, each a subsidiary of Brookdale Senior Living Inc., and Brookdale Senior Living Inc. as guarantor.** | Annual Report on Form 10-K (File No. 1-08895) | February 10, 2015 |
| Exhibit | | Incorporated by reference herein | |
| Number | Description | Form | Date Filed |
| 10.19.3 | Third Amendment to Amended and Restated Master Lease and Security Agreement, dated as of May 1, 2015, by and among the entities collectively defined therein as Lessor, consisting of HCP and certain of its subsidiaries, the entities collectively defined therein as Lessee, each a subsidiary of Brookdale Senior Living Inc., and Brookdale Senior Living Inc. as guarantor. | Quarterly Report on Form 10-Q (File No. 1-08895) | August 4, 2015 |
| 10.20 | At-the-Market Equity Offering Sales Agreement, dated June 26, 2015, among HCP, J.P. Morgan Securities LLC, BNY Mellon Capital Markets, Citigroup Global Markets Inc., LLC, Credit Agricole Securities (USA) Inc., Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBC Capital Markets, LLC and UBS Securities LLC. | Current Report on Form 8-K (File No. 1-08895) | June 26, 2015 |
| 21.1 | Subsidiaries of the Company.† | | |
| 23.1 | Consent of Independent Registered Public Accounting Firm—Deloitte & Touche LLP.† | | |
| 31.1 | Certification by Thomas M. Herzog, HCP’s Principal Executive Officer and Principal Financial Officer, Pursuant to Securities Exchange Act Rule 13a‑14(a).† | | |
| 32.1 | Certification by Thomas M. Herzog, HCP’s Principal Executive Officer and Principal Financial Officer, Pursuant to Securities Exchange Act Rule 13a‑14(b) and 18 U.S.C. Section 1350.† | | |
First 8 of 14 rows. The CSV has all of them.