10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(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, 2018

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 001-08895

HCP, Inc.

(Exact name of registrant as specified in its charter)

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:

Title of each class	Name of each exchange on which registered
Common Stock	New York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes ☐ No ☒

Indicate by check mark whether the registrant; (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes ☒  No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act.) Yes ☐ No ☒

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $8.7 billion.

As of February 11, 2019 there were 477,771,756 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive Proxy Statement for the registrant’s 2019 Annual Meeting of Stockholders have been incorporated by reference into Part III of this Report.

HCP, Inc.

Form 10-K

For the Fiscal Year Ended December 31, 2018

Table of Contents

Cautionary Language Regarding Forward-Looking Statements		1
Part I		3
Item 1.	Business	3
Item 1A.	Risk Factors	10
Item 1B.	Unresolved Staff Comments	28
Item 2.	Properties	28
Item 3.	Legal Proceedings	33
Item 4.	Mine Safety Disclosures	33
Part II		34
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	34
Item 6.	Selected Financial Data	36
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	65
Item 8.	Financial Statements and Supplementary Data	66
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	128
Item 9A.	Controls and Procedures	129
Item 9B.	Other Information	131
Part III		132
Item 10.	Directors, Executive Officers and Corporate Governance	132
Item 11.	Executive Compensation	132
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	132
Item 13.	Certain Relationships and Related Transactions, and Director Independence	132
Item 14.	Principal Accounting Fees and Services	132
Part IV		133
Item 15.	Exhibits, Financial Statement Schedules	133
Item 16.	Form 10-K Summary	137

All references in this report to “HCP,” the “Company,” “we,” “us” or “our” mean HCP, Inc., together with its consolidated subsidiaries. Unless the context suggests otherwise, references to “HCP, Inc.” mean the parent company without its subsidiaries.

Cautionary Language Regarding Forward-Looking Statements

Statements in this Annual Report on Form 10-K 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 (the “Exchange Act”). Forward-looking statements include, among other things, statements regarding our and our officers’ intent, belief or expectation as identified by the use of words such as “may,” “will,” “project,” “expect,” “believe,” “intend,” “anticipate,” “seek,” “target,” “forecast,” “plan,” “potential,” “estimate,” “could,” “would,” “should” and other comparable and derivative terms or the negatives thereof. Forward-looking statements reflect our current expectations and views about future events and are subject to risks and uncertainties that could significantly affect our future financial condition and results of operations. While forward-looking statements reflect our good faith belief and assumptions we believe to be reasonable based upon current information, we can give no assurance that our expectations or forecasts will be attained. Further, we cannot guarantee the accuracy of any such forward-looking statement contained in this Annual Report, and such forward-looking statements are subject to known and unknown risks and uncertainties that are difficult to predict. As more fully set forth under “Item 1A, Risk Factors” in this report, these risks and uncertainties include, among other things:

• our reliance on a concentration of a small number of tenants and operators for a significant percentage of our revenues and net operating income;

• 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 manage their expenses in order to generate sufficient income to make rent and loan payments to us and our ability to recover investments made, if applicable, in their operations;

• our concentration in the healthcare property sector, particularly in senior housing, life sciences and medical office buildings, which makes our profitability more vulnerable to a downturn in a specific sector than if we were investing in multiple industries;

• operational risks associated with third party management contracts, including the additional regulation and liabilities of our RIDEA lease structures;

• the effect on us and our tenants and operators of legislation, executive orders and other legal requirements, including compliance with the Americans with Disabilities Act, fire, safety and health regulations, environmental laws, the Affordable Care Act, licensure, certification and inspection requirements, and laws addressing entitlement programs and related services, including Medicare and Medicaid, which may result in future reductions in reimbursements or fines for noncompliance;

• our ability to identify replacement tenants and operators and the potential renovation costs and regulatory approvals associated therewith;

• the risks associated with property development and redevelopment, including costs above original estimates, project delays and lower occupancy rates and rents than expected;

• the potential impact of uninsured or underinsured losses;

• 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;

• competition for the acquisition and financing of suitable healthcare properties as well as competition for tenants and operators, including with respect to new leases and mortgages and the renewal or rollover of existing leases;

• our ability to achieve the benefits of acquisitions or other investments within expected time frames or at all, or within expected cost projections;

• 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;

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• 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;

• our ability to foreclose on collateral securing our real estate-related loans;

• 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 and 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;

• our reliance on information technology systems and the potential impact of system failures, disruptions or breaches; and

• our ability to maintain our qualification as a real estate investment trust (“REIT”).

Except as required by law, we do not undertake, and hereby disclaim, any obligation to update any forward-looking statements, which speak only as of the date on which they are made.

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PART I

ITEM 1. Business

General Overview

HCP, an S&P 500 company, invests primarily in real estate serving the healthcare industry in the United States (“U.S.”). We are a Maryland corporation organized in 1985 and qualify as a self-administered real estate investment trust. We are headquartered in Irvine, California, with offices in Nashville and San Francisco. Our diverse portfolio is comprised of investments in the following reportable healthcare segments: (i) senior housing triple-net, (ii) senior housing operating portfolio (“SHOP”), (iii) life science and (iv) medical office. At December 31, 2018, we had 201 full-time employees.

For a description of our significant activities during 2018, see “Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations—2018 Transaction Overview” in this report.

Business Strategy

We invest and manage our real estate portfolio for the long-term to maximize the benefit to our stockholders and support the growth of our dividends. The core elements of our strategy are to:

• Acquire, develop, lease, own and manage a diversified portfolio of quality healthcare properties across multiple geographic locations and business segments, including senior housing, life science, and medical office, among others;

• Maintain an investment grade balance sheet with adequate liquidity and long-term fixed rate debt financing with staggered maturities in order to support the longer-term nature of our investments, while reducing our exposure to interest rate volatility and refinancing risk at any point in the interest rate or credit cycles;

• Align ourselves with leading healthcare companies, operators and service providers which, over the long-term, should result in higher relative rental rates, net operating cash flows and appreciation of property values; and

• Pursue operational excellence to maximize the value of our investments.

Internal Growth Strategies

We believe our real estate portfolio holds the potential for increased future cash flows as it is well-maintained and in desirable locations. Our strategy for maximizing the benefits from these opportunities is to: (i) work with new or existing tenants and operators to address their space and capital needs; and (ii) provide high-quality property management services in order to motivate tenants to renew, expand or relocate into our properties.

We expect to continue our internal growth as a result of our ability to:  

• Build and maintain long-term leasing and management relationships with quality tenants and operators. In choosing locations for our properties, we focus on their physical environment, adjacency to established businesses (e.g., hospital systems) and educational centers, proximity to sources of business growth and other local demographic factors.

• Replace tenants and operators at the best available market terms and lowest possible transaction costs. We believe that we are well-positioned to attract new tenants and operators and achieve attractive rental rates and operating cash flow as a result of the location, design and maintenance of our properties, together with our reputation for high-quality building services and responsiveness to tenants, and our ability to offer space alternatives within our portfolio.

• Extend and modify terms of existing leases prior to expiration. We structure lease extensions, early renewals or modifications, which reduce the cost associated with lease downtime or the re-investment risk resulting from the exercise of tenants’ purchase options, while securing the tenancy and relationship of our high quality tenants and operators on a long-term basis.

Investment Strategies

The delivery of healthcare services requires real estate and, as a result, tenants and operators depend on real estate, in part, to maintain and grow their businesses. We believe that the healthcare real estate market provides investment opportunities due to the: (i) compelling long-term demographics driving the demand for healthcare services; (ii) specialized nature of healthcare real estate investing; and (iii) ongoing consolidation of the fragmented healthcare real estate sector.

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While we emphasize healthcare real estate ownership, we may also provide real estate secured financing to, or invest in equity or debt securities of, healthcare operators or other entities engaged in healthcare real estate ownership. We may also acquire all or substantially all of the securities or assets of other REITs, operating companies or similar entities where such investments would be consistent with our investment strategies. We may co-invest alongside institutional or development investors through partnerships or limited liability companies.

We monitor, but do not limit, our investments based on the percentage of our total assets that may be invested in any one property type, investment vehicle or geographic location, the number of properties that may be leased to a single tenant or operator, or loans that may be made to a single borrower. In allocating capital, we target opportunities with the most attractive risk/reward profile for our portfolio as a whole. We may take additional measures to mitigate risk, including diversifying our investments (by sector, geography, tenant or operator), structuring transactions as master leases, requiring tenant or operator insurance and indemnifications, and obtaining credit enhancements in the form of guarantees, letters of credit or security deposits.

We believe we are well-positioned to achieve external growth through acquisitions, financing and development. Other factors that contribute to our competitive position include:

• our reputation gained through over 30 years of successful operations and the strength of our existing portfolio of properties;

• our relationships with leading healthcare operators and systems, investment banks and other market intermediaries, corporations, private equity firms, non-profits and public institutions seeking to monetize existing assets or develop new facilities;

• our relationships with institutional buyers and sellers of high-quality healthcare real estate;

• our track record and reputation for executing acquisitions responsively and efficiently, which provides confidence to domestic and foreign institutions and private investors who seek to sell healthcare real estate in our market areas;

• our relationships with nationally recognized financial institutions that provide capital to the healthcare and real estate industries; and

• our control of sites (including assets under contract with radius restrictions).

Financing Strategies

Our REIT qualification requires us to distribute at least 90% of our REIT taxable income (excluding net capital gains); therefore, we do not retain a significant amount of capital. As a result, we regularly access the public equity and debt markets to raise the funds necessary to finance acquisitions and debt investments, develop and redevelop properties, and refinance maturing debt. 

We may finance acquisitions and other investments through the following vehicles:

• borrowings under our credit facility;

• issuance or origination of debt, including unsecured notes, term loans and mortgage debt;

• sale of ownership interests in properties or other investments; or

• issuance of common stock or preferred stock or its equivalent.

We maintain a disciplined balance sheet by actively managing our debt to equity levels and maintaining multiple sources of liquidity. Our debt obligations are primarily long-term fixed rate with staggered maturities.

We finance our investments based on our evaluation of available sources of funding. For short-term purposes, we may utilize our revolving line of credit facility, arrange for other short-term borrowings from banks or other sources, or issue equity securities pursuant to our at-the-market equity offering program. We arrange for longer-term financing by offering debt and equity securities, placing mortgage debt and obtaining capital from institutional lenders and joint venture partners.

Segments

Senior housing (triple-net and senior housing operating portfolio, or SHOP)

Our senior housing properties are owned either through triple-net leases with third party tenant-operators or through so-called RIDEA structures, which is permitted by the Housing and Economic Recovery Act of 2008, and includes most of the provisions previously proposed in the REIT Investment Diversification and Empowerment Act of 2007 (commonly referred to as “RIDEA”).

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Our senior housing properties include independent living facilities (“ILFs”), assisted living facilities (“ALFs”), memory care facilities (“MCFs”), and continuing care retirement communities (“CCRCs”), which cater to different segments of the elderly population based upon their personal needs. The services provided by our third party tenant-operators under triple-net leases or by our third-party manager-operators under a RIDEA structure at our properties are primarily paid for by the residents directly or through private insurance and are less reliant on government reimbursement programs such as Medicare and Medicaid.

Our triple-net leases are typically long-term agreements with third party tenant-operators. Under triple-net leases, our tenant-operators are typically responsible for the ongoing expenses of the property, including real estate taxes, insurance, and maintenance, in addition to paying the rent and utilities. Additionally, operational risks and liabilities are the responsibility of our tenant-operator, including with respect to any employment matters, compliance with healthcare and other laws and liabilities relating to personal injury-tort matters, resident-patient quality of care claims and governmental reimbursement matters.

A RIDEA structure allows us, through a taxable REIT subsidiary (“TRS”), to receive cash flow from the operations of a healthcare facility (as compared to only receiving contractual rent from a third-party tenant-operator under a triple-net lease structure) in compliance with REIT tax requirements. The criteria for operating a healthcare facility through a RIDEA structure require us to lease the facility to an affiliate TRS under a triple-net lease, and for such affiliate TRS to engage an independent qualifying management company (also known as an eligible independent contractor or third-party operator) to manage and operate the day-to-day business of the facility in exchange for a management fee. As a result, under a RIDEA structure, we are required to rely on a third-party operator to hire and train all facility employees, enter into all third-party contracts for the benefit of the facility, including resident/patient agreements, comply with laws, including but not limited to healthcare laws, and provide resident care. We are substantially limited in our ability to control or influence day-to-day operations under a RIDEA structure, and thus rely on the third-party tenant-operator to manage and operate the business.

Unlike our triple-net leased properties, through our TRS, we bear all operational risks and liabilities associated with the operation of these properties, with limited exceptions, such as a third-party operator’s gross negligence or willful misconduct. These operational risks and liabilities include those relating to any employment matters of our operator, compliance with healthcare and other laws and liabilities relating to personal injury-tort matters, resident-patient quality of care claims, and any governmental reimbursement matters, even though we have limited ability to control or influence our third-party operators’ management of these risks.

We view RIDEA as an important structure for senior housing properties that present attractive valuation entry points and/or growth profiles, and this structure has become the preferred structure (as opposed to triple-net leases) among most high-quality operators in the senior housing industry. Many of the management agreements we have in RIDEA structured transactions have terms ranging from 5 to 15 years, with mutual renewal options. The base management fees are typically 4.5% to 5.0% of gross revenues (as defined) generated by the RIDEA properties. In addition, there are sometimes incentive management fees payable to our third-party operators if operating results of the RIDEA properties exceed pre-established thresholds. Conversely, there are sometimes provisions in the management agreements that reduce management fees payable to our third-party operators if operating results do not meet certain pre-established thresholds.

Our senior housing property types under both triple-net leases and RIDEA structures are further described below:

• Independent Living Facilities.  ILFs are designed to meet the needs of seniors who choose to live in an environment surrounded socially by their peers with services such as housekeeping, meals and activities. Additionally, the programs and services may include transportation, social activities, exercise and fitness programs, beauty or barber shop access, hobby and craft activities, community excursions, meals in a dining room setting and other activities sought by residents. These residents generally do not need assistance with activities of daily living (“ADL”). However, in some of our facilities, residents have the option to contract for these services.

• Assisted Living Facilities.  ALFs are licensed care facilities that provide personal care services, support and housing for those who need help with ADL, such as bathing, eating, dressing and medication management, yet require limited medical care. These facilities are often in apartment-like buildings with private residences ranging from single rooms to large apartments. Certain ALFs may have a dedicated portion of a facility that offers higher levels of personal assistance for residents requiring memory care as a result of Alzheimer’s disease or other forms of dementia. Levels of personal assistance are based in part on local regulations.

• Memory Care Facilities.  MCFs address the unique challenges of residents with Alzheimer’s disease or other forms of dementia. Residents may live in semi-private apartments or private rooms and have structured activities delivered by staff members trained specifically on how to care for residents with memory impairment. These facilities offer programs that provide comfort and care in a secure environment.

• Continuing Care Retirement Communities.  CCRCs offer several levels of service, including independent living, assisted living and skilled nursing home care. CCRCs are different from other housing and care options for seniors because they usually provide written agreements or long-term contracts between residents and the communities (frequently lasting the term

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of the resident’s lifetime), which offer a continuum of housing, services and healthcare on one campus or site. CCRCs are appealing as they allow residents to “age in place.” CCRCs typically require the individual to be in relatively good health and independent upon entry.

The following table provides information about our senior housing triple-net tenant concentration for the year ended December 31, 2018:

Tenant	Percentage of Segment Revenues		Percentage of Total Revenues
Brookdale Senior Living, Inc. (“Brookdale”)(1)	38	%	6	%

_______________________________________

(1) Excludes facilities operated by Brookdale in our SHOP segment, as discussed below. Percentages of segment and total revenues include partial-year revenue earned from senior housing triple-net facilities that were sold during 2018. Accordingly, the percentages of segment and total revenues are expected to decrease in 2019 (see Note 3 in the Consolidated Financial Statements).

As of December 31, 2018, Brookdale operated, in our SHOP segment, approximately 7% of our real estate investments based on total assets. Because third-party operators manage our RIDEA properties in exchange for the receipt of a management fee, we are not directly exposed to the credit risk of these operators in the same manner or to the same extent as our triple-net tenants.

Life science

These properties contain laboratory and office space primarily for biotechnology, medical device and pharmaceutical companies, scientific research institutions, government agencies and other organizations involved in the life science industry. While these properties have characteristics similar to commercial office buildings, they generally contain more advanced electrical, mechanical, and heating, ventilating and air conditioning systems. The facilities generally have specialty equipment including emergency generators, fume hoods, lab bench tops and related amenities. In many instances, life science tenants make significant investments to improve their leased space, in addition to landlord improvements, to accommodate biology, chemistry or medical device research initiatives.

Life science properties are primarily configured in business park or campus settings and include multiple buildings. The business park and campus settings allow us the opportunity to provide flexible, contiguous/adjacent expansion to accommodate the growth of existing tenants. Our properties are located in well-established geographical markets known for scientific research and drug discovery, including San Francisco (56%) and San Diego (31%), California, Boston, Massachusetts, and Durham, North Carolina (based on square feet). At December 31, 2018, 91% of our life science properties were triple-net leased (based on leased square feet).

The following table provides information about our life science tenant concentration for the year ended December 31, 2018:

Tenants	Percentage of Segment Revenues		Percentage of Total Revenues
Amgen, Inc.	14	%	3	%

Medical office

Medical office buildings (“MOBs”) typically contain physicians’ offices and examination rooms, and may also include pharmacies, hospital ancillary service space and outpatient services such as diagnostic centers, rehabilitation clinics and day-surgery operating rooms. While these facilities are similar to commercial office buildings, they require additional plumbing, electrical and mechanical systems to accommodate multiple exam rooms that may require sinks in every room, and special equipment such as x-ray machines. In addition, MOBs are often built to accommodate higher structural loads for certain equipment and may contain vaults or other specialized construction. Our MOBs are typically multi-tenant properties leased to healthcare providers (hospitals and physician practices), with approximately 82% of our MOBs located on hospital campuses and 94% affiliated with hospital systems (based on square feet). Occasionally, we invest in MOBs located on hospital campuses, which may be subject to ground leases. At December 31, 2018, approximately 55% of our MOBs were net leased (based on leased square feet) with the remaining leased under gross or modified gross leases.

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The following table provides information about our medical office tenant concentration for the year ended December 31, 2018:

Tenant	Percentage of Segment Revenues		Percentage of Total Revenues
Hospital Corporation of America ("HCA")(1)	16	%	6	%

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(1) Percentage of total revenues from HCA includes revenues earned from both our medical office and other non-reportable segments.

Other non-reportable segments.  At December 31, 2018, we had interests in 14 hospitals, one post-acute/skilled nursing facility (“SNF”) and debt investments. Additionally, we had interests in 25 senior housing facilities, 68 care homes in the United Kingdom (“U.K.”), three MOBs and three SNFs owned and operated by our unconsolidated joint ventures. Services provided by our tenants and operators in hospitals are paid for by private sources, third-party payors (e.g., insurance and HMOs) or through Medicare and Medicaid programs. Our hospital property types include acute care, long-term acute care, and specialty and rehabilitation hospitals. Care homes offer personal care services, such as lodging, meal services, housekeeping and laundry services, medication management and assistance with ADL. Care homes are registered to provide different levels of services, ranging from personal care to nursing care. Some homes can be further registered for a specific care need, such as dementia or terminal illness. SNFs offer restorative, rehabilitative and custodial nursing care for people following a hospital stay or not requiring the more extensive and complex treatment available at hospitals. All of our care homes in the U.K., hospitals, and SNFs are triple-net leased.

Competition

Investing in real estate serving the healthcare industry is highly competitive. We face competition from other REITs, investment companies, pension funds, private equity investors, sovereign funds, healthcare operators, lenders, developers and other institutional investors, some of whom may have greater flexibility (e.g., non-REIT competitors), resources and lower costs of capital than we do. Increased competition makes it more challenging for us to identify and successfully capitalize on opportunities that meet our objectives. Our ability to compete may also be impacted by global, national and local economic trends, availability of investment alternatives, availability and cost of capital, construction and renovation costs, existing laws and regulations, new legislation and population trends.

Income from our investments depends on our tenants’ and operators’ ability to compete with other companies on multiple levels, including: the quality of care provided, reputation, success of product or drug development, the physical appearance of a facility, price and range of services offered, alternatives for healthcare delivery, the supply of competing properties, physicians, staff, referral sources, location, the size and demographics of the population in surrounding areas, and the financial condition of our tenants and operators. For a discussion of the risks associated with competitive conditions affecting our business, see “Item 1A, Risk Factors” in this report.

Government Regulation, Licensing and Enforcement

Overview

Our healthcare facility operators (which include our TRSs when we use a RIDEA structure) and tenants are typically subject to extensive and complex federal, state and local healthcare laws and regulations relating to quality of care, licensure and certificate of need, government reimbursement, fraud and abuse practices, and similar laws governing the operation of healthcare facilities, and we expect that the healthcare industry, in general, will continue to face increased regulation and pressure in the areas of fraud, waste and abuse, cost control, healthcare management and provision of services, among others. These regulations are wide ranging and can subject our tenants and operators to civil, criminal and administrative sanctions. Affected tenants and operators may find it increasingly difficult to comply with this complex and evolving regulatory environment because of a relative lack of guidance in many areas as certain of our healthcare properties are subject to oversight from several government agencies, and the laws may vary from one jurisdiction to another. Changes in laws, regulations, reimbursement enforcement activity and regulatory non-compliance by our tenants and operators can all have a significant effect on their operations and financial condition, which in turn may adversely impact us, as detailed below and set forth under “Item 1A, Risk Factors” in this report.

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The following is a discussion of certain laws and regulations generally applicable to our operators, and in certain cases, to us.

Fraud and Abuse Enforcement

There are various extremely complex U.S. federal and state laws and regulations (and in relation to our facilities located in the U.K., national laws and regulations of England, Scotland, Northern Ireland, and Wales) governing healthcare providers’ relationships and arrangements and prohibiting fraudulent and abusive practices by such providers. These laws include: (i) U.S. federal and state false claims acts and U.K. anti-fraud legislation and regulation, which, among other things, prohibit providers from filing false claims or making false statements to receive payment from Medicare, Medicaid or other U.S. federal or state or U.K. healthcare programs; (ii) U.S. federal and state anti-kickback and fee-splitting statutes, including the Medicare and Medicaid anti-kickback statute, which prohibit or restrict the payment or receipt of remuneration to induce referrals or recommendations of healthcare items or services, and U.K. legislation and regulations on financial inducements and vested interests; (iii) U.S. federal and state physician self-referral laws (commonly referred to as the “Stark Law”), which generally prohibit referrals by physicians to entities with which the physician or an immediate family member has a financial relationship; and (iv) the federal Civil Monetary Penalties Law, which prohibits, among other things, the knowing presentation of a false or fraudulent claim for certain healthcare services. Violations of U.S. and U.K. healthcare fraud and abuse laws carry civil, criminal and administrative sanctions, including punitive sanctions, monetary penalties, imprisonment, denial of Medicare and Medicaid reimbursement and potential exclusion from Medicare, Medicaid or other federal or state healthcare programs. These laws are enforced by a variety of federal, state and local agencies and in the U.S. can also be enforced by private litigants through, among other things, federal and state false claims acts, which allow private litigants to bring qui tam or “whistleblower” actions. Many of our tenants and operators are subject to these laws, and may become the subject of governmental enforcement actions or whistleblower actions if they fail to comply with applicable laws. Additionally, beginning in November 2019, the licensed operators of our U.S. long-term care facilities will be required to have compliance and ethics programs that meet the requirements of federal laws and regulations relating to the Social Security Act. We have begun the process of developing and implementing such programs.

Laws and Regulations Governing Privacy and Security

There are various U.S. federal and state and U.K. privacy laws and regulations, including the privacy and security rules contained in the Health Insurance Portability and Accountability Act of 1996 (commonly referred to as “HIPAA”) and the U.K. Data Protection Act 1998, which provide for the privacy and security of personal health information. An increasing focus of the U. S. Federal Trade Commission’s (“FTC’s”) consumer protection regulation is the impact of technological change on protection of consumer privacy. The FTC, as well as state attorneys general, have taken enforcement action against companies that do not abide by their representations to consumers regarding electronic security and privacy. To the extent we or our affiliated operating entities are a covered entity or business associate under HIPAA and the Health Information Technology for Economic and Clinical Health Act (the “HITECH Act”), compliance with those requirements would require us to, among other things, conduct a risk analysis, implement a risk management plan, implement policies and procedures, and conduct employee training. In most cases, we are dependent on our tenants and management companies to fulfill our compliance obligations, and we are in the process of developing programs to comply with aspects of these laws that cannot be delegated to third parties. Because of the far reaching nature of these laws, there can be no assurance that we would not be required to alter one or more of our systems and data security procedures to be in compliance with these laws. Our failure to protect health information could subject us to civil or criminal liability and adverse publicity, and could harm our business and impair our ability to attract new customers and residents. We may be required to notify individuals, as well as government agencies and the media, if we experience a data breach.

Reimbursement

Sources of revenue for some of our tenants and operators include, among others, governmental healthcare programs, such as the federal Medicare programs and state Medicaid programs and, in the U.K., the National Health Service (“NHS”) and local authority funding, and non-governmental third-party payors, such as insurance carriers and HMOs. As federal and state governments focus on healthcare reform initiatives, and as the federal government and many states face significant current and future budget deficits, efforts to reduce costs by these payors will likely continue, which may result in reduced or slower growth in reimbursement for certain services provided by some of our tenants and operators. Similarly, in the U.K., the NHS and the local authorities are undertaking efforts to reduce costs, which may result in reduced or slower growth in reimbursement for certain services provided by our U.K. tenants and operators. Additionally, new and evolving payor and provider programs in the U.S., including but not limited to Medicare Advantage, Dual Eligible, Accountable Care Organizations, and Bundled Payments could adversely impact our tenants’ and operators’ liquidity, financial condition or results of operations.

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Healthcare Licensure and Certificate of Need

Certain healthcare facilities in our portfolio (including our facilities located in the U.K.) are subject to extensive national, federal, state and local licensure, certification and inspection laws and regulations. A healthcare facility’s failure to comply with these laws and regulations could result in a revocation, suspension, restriction or non-renewal of the facility’s license and loss of a certificate of need, which could adversely affect the facility’s operations and ability to bill for items and services provided at the facility. In addition, various licenses and permits are required to handle controlled substances (including narcotics), operate pharmacies, handle radioactive materials and operate equipment. Many states in the U.S. require certain healthcare providers to obtain a certificate of need, which requires prior approval for the construction, expansion or closure of certain healthcare facilities. The approval process related to state certificate of need laws may impact the ability of some of our tenants and operators to expand or change their businesses.

Product Approvals

While our life science tenants include some well-established companies, other tenants are less established and, in some cases, may not yet have a product approved by the Food and Drug Administration, or other regulatory authorities, for commercial sale. Creating a new pharmaceutical product or medical device requires substantial investments of time and capital, in part because of the extensive regulation of the healthcare industry; it also entails considerable risk of failure in demonstrating that the product is safe and effective and in gaining regulatory approval and market acceptance.

Senior Housing Entrance Fee Communities

Certain of our senior housing facilities, primarily the CCRCs in our unconsolidated joint ventures, are operated as entrance fee communities. Generally, an entrance fee is an upfront fee or consideration paid by a resident, a portion of which may be refundable, in exchange for some form of long-term benefit, typically consisting of a right to receive certain personal or health care services. Some of the entrance fee communities are subject to significant state regulatory oversight, including, for example, oversight of each facility’s financial condition, establishment and monitoring of reserve requirements and other financial restrictions, the right of residents to cancel their contracts within a specified period of time, the right of residents to receive a refund of their entrance fees, lien rights in favor of the residents, restrictions on change of ownership and similar matters.

Americans with Disabilities Act (the “ADA”)

Our properties must comply with the ADA and any similar state or local laws to the extent that such properties are “public accommodations” as defined in those statutes. The ADA may require removal of barriers to access by persons with disabilities in certain public areas of our properties where such removal is readily achievable. To date, we have not received any notices of noncompliance with the ADA that have caused us to incur substantial capital expenditures to address ADA concerns. Should barriers to access by persons with disabilities be discovered at any of our properties, we may be directly or indirectly responsible for additional costs that may be required to make facilities ADA-compliant. Noncompliance with the ADA could result in the imposition of fines or an award of damages to private litigants. The obligation to make readily achievable accommodations pursuant to the ADA is an ongoing one, and we continue to assess our properties and make modifications as appropriate in this respect.

Environmental Matters

A wide variety of federal, state and local environmental and occupational health and safety laws and regulations affect healthcare facility operations. These complex federal and state statutes, and their enforcement, involve a myriad of regulations, many of which involve strict liability on the part of the potential offender. Some of these federal and state statutes may directly impact us. Under various federal, state and local environmental laws, ordinances and regulations, an owner of real property or a secured lender, such as us, may be liable for the costs of removal or remediation of hazardous or toxic substances at, under or disposed of in connection with such property, as well as other potential costs relating to hazardous or toxic substances (including government fines and damages for injuries to persons and adjacent property). The cost of any required remediation, removal, fines or personal or property damages and any related liability therefore could exceed or impair the value of the property and/or the assets. In addition, the presence of such substances, or the failure to properly dispose of or remediate such substances, may adversely affect the value of such property and the owner’s ability to sell or rent such property or to borrow using such property as collateral which, in turn, could reduce our earnings. For a description of the risks associated with environmental matters, see “Item 1A, Risk Factors” in this report.

Insurance

We obtain various types of insurance to mitigate the impact of property, business interruption, liability, flood, windstorm, earthquake, fire, environmental and terrorism-related losses. We attempt to obtain appropriate policy terms, conditions, limits and deductibles considering the relative risk of loss, the cost of such coverage and current industry practice. There are, however, certain

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types of extraordinary losses, such as those due to acts of war or other events that may be either uninsurable or not economically insurable. In addition, we have a large number of properties that are exposed to earthquake, flood and windstorm occurrences which carry higher deductibles.

We maintain property insurance for all of our properties. Tenants under triple-net leases, primarily in our senior housing triple-net segment, are required to provide primary property, business interruption and liability insurance. We maintain separate general and professional liability insurance for our SHOP facilities. Additionally, our corporate general liability insurance program also extends coverage for all of our properties beyond the aforementioned. We periodically review whether we or our RIDEA operators will bear responsibility for maintaining the required insurance coverage for the applicable SHOP properties, but the costs of such insurance are facility expenses paid from the revenues of those properties, regardless of who maintains the insurance.

We also maintain directors and officers liability insurance which provides protection for claims against our directors and officers arising from their responsibilities as directors and officers. Such insurance also extends to us in certain situations.

Sustainability

We believe that sustainability initiatives are a vital part of corporate responsibility, which supports our primary goal of increasing stockholder value through profitable growth. We continue to advance our commitment to sustainability, with a focus on achieving goals in each of the environmental, social and governance (“ESG”) dimensions of sustainability.

Our environmental management programs strive to capture cost efficiencies that ultimately benefit our investors, tenants, operators, employees and other stakeholders, while providing a positive impact on the communities in which we operate. Our social responsibility committee leads our local philanthropic and volunteer activities, and our transparent corporate governance initiatives incorporate sustainability as a critical component in achieving our business objectives and properly managing risks.

Our 2018 sustainability achievements include being recognized by the CDP (formerly the Carbon Disclosure Project) 2018 Climate Change Program. We completed CDP’s annual investor survey for the seventh consecutive year, received a score of A- for our disclosure and were named to the Leadership Band. CDP collects and publishes the environmental data on behalf of more than 650 investors. We were also named a constituent in the FTSE4Good Index for the seventh consecutive year. We achieved the Green Star designation from the Global Real Estate Sustainability Benchmark (GRESB). We were named a constituent in the North America Dow Jones Sustainability Index (“DJSI”) for the sixth consecutive year. The list is compiled according to the results of RobecoSAM’s annual Corporate Sustainability Assessment, which also determines constituency for the DJSI series. For additional information regarding our ESG sustainability initiatives and our approach to climate change, please visit our website at www.hcpi.com/sustainability.

Available Information

Our website address is www.hcpi.com. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) are available on our website, free of charge, as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the U.S. Securities and Exchange Commission (“SEC”). Additionally, the SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us, at www.sec.gov.

ITEM 1A. Risk Factors

The section below discusses the most significant risk factors that may materially adversely affect our business, results of operations and financial condition.

As set forth below, we believe that the risks we face generally fall into the following categories:

• risks related to our business and operations;

• risks related to our capital structure and market conditions;

• risks related to other events; and

• risks related to tax, including REIT-related risks.

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Risks Related to Our Business and Operations

We depend on one tenant and operator, Brookdale, for a significant percentage of our revenues and net operating income. Continuing adverse developments, including operational challenges, in Brookdale’s business and affairs or financial condition would likely have a materially adverse effect on us.

We own our senior housing properties utilizing triple-net lease and RIDEA structures. As of December 31, 2018, Brookdale (i) leased 43 properties in our senior housing triple-net segment, (ii) managed on our behalf 35 properties in our SHOP segment, and (iii) managed 15 CCRCs and one additional SHOP property owned by our unconsolidated joint ventures with Brookdale in our Other segment. These properties represent a significant portion of our portfolio, revenues and operating income.

Properties managed by Brookdale in our SHOP segment as of December 31, 2018, accounted for 7% of our real estate investments based on total assets. Under RIDEA, we are required to engage a third-party operator, such as Brookdale, that meets the requirements of an “eligible independent contractor” to manage and operate the day-to-day business of the properties. As required under RIDEA, the operator provides comprehensive property management and accounting services for these properties and we are limited in our ability to control or influence operations. Accordingly, we rely on the operator’s personnel, expertise, technical resources, regulatory compliance programs, information systems, proprietary information, good faith and judgment to manage and operate these properties efficiently and effectively. We also must rely on the operator to set appropriate resident fees, manage occupancy, provide accurate and complete property-level financial results for these properties in a timely manner and otherwise operate them in compliance with the terms of our management agreements and all applicable laws and regulations. However, as the owner of the property under a RIDEA structure, we are ultimately responsible for any operating deficits and other liabilities resulting from the operation of these properties, subject to limited exceptions such as gross negligence or willful misconduct by our operators. See, “—We assume operational risks with respect to our SHOP properties managed in RIDEA structures that could have a material adverse effect our business, results of operations and financial condition.”

Properties leased by Brookdale in our triple-net segment accounted for 6% of our total revenues for the year ended December 31, 2018. In its capacity as a triple-net tenant, Brookdale is contractually obligated to pay all insurance, tax, utilities, maintenance and repair expenses in connection with the leased properties. Brookdale may not have sufficient assets, income and access to financing to enable it to satisfy its obligations to us, and any failure by Brookdale to do so would have a material adverse effect on us. In addition, we depend on Brookdale’s maintenance and repair of the properties to remain competitive and attract and retain patients and residents. Adverse developments in Brookdale’s business and related declining rent coverage ratios have increased its credit risk. If these adverse developments result in prolonged inadequate property maintenance or improvements, or impair Brookdale’s access to capital necessary for maintenance or improvements, it could lead to a reduction in occupancy rates and market rents and have a materially adverse effect on us.

Brookdale has experienced challenges in recent years, including with respect to operational performance and stockholder activism, among others. Brookdale, as well as other operators, have been adversely affected by increased competition that has negatively impacted occupancy rates, as well as by increases in expenses, including increased labor costs. Brookdale’s challenges could divert management’s attention, increase employee turnover, and impair its ability to operate our properties efficiently and effectively. These challenges and any adverse developments in Brookdale’s business, affairs and financial results could result in, among other adverse events, declining operational and financial performance of our properties.

We have been in the process of reducing our exposure to Brookdale through asset sales and transitions to other operators (see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—2018 Transaction Overview—Brookdale Transactions Update” for more information). If we determine to sell or transition additional properties currently leased to or managed by Brookdale, we may experience operational challenges and/or significantly declining financial performance for those properties, as we did with Brookdale properties sold or transitioned in 2018. Any failure of Brookdale to maintain the performance of our properties or to meet its obligations to us under its leases and management agreements could materially reduce our cash flow, net operating income and results of operations and have other materially adverse effects on our business, results of operations and financial condition.

We assume operational risks with respect to our SHOP properties managed in RIDEA structures that could have a material adverse effect on our business, results of operations and financial condition.

RIDEA permits REITs, such as us, to own or partially own qualified healthcare properties in a structure through which we can participate directly in the cash flow of the properties’ operations (as compared to receiving only contractual rent payments under a triple-net lease) in compliance with REIT requirements. The criteria for operating a qualified healthcare property in a RIDEA structure requires us to lease the property to an affiliate TRS and for such affiliate TRS to engage an independent qualifying management company, or operator (also known as an eligible independent contractor) to manage and operate the day-to-day business of the property. The operator performs its services in exchange for a management fee. As a result, under a RIDEA structure,

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we are required to rely on our operator to manage and operate the property, including hiring and training all employees, entering into all third-party contracts for the benefit of the property, including resident/patient agreements, complying with laws, including but not limited to healthcare laws, and providing resident care. However, as the owner of the property under a RIDEA structure, our TRS, and hence we, are ultimately responsible for all operational risks and other liabilities of the property, other than those arising out of certain actions by our operator, such as gross negligence or willful misconduct. Operational risks include, and our resulting revenues therefore depend on, among other things: occupancy rates; the entrance fees and rental rates charged to residents; Medicare and Medicaid reimbursement rates, to the extent applicable; our operator’s reputation and ability to attract and retain residents; general economic conditions and market factors that impact seniors; competition from other senior housing providers; compliance with federal, state, local and industry-regulated licensure, certification and inspection laws, regulations and standards; litigation involving our properties or residents/patients; the availability and cost of general and professional liability insurance coverage; and the ability to control operating expenses. Although we are permitted under a RIDEA structure to have certain general oversight approval rights (e.g., budgets, material contracts, etc.) and the right to review operational and financial reporting information, our operators are ultimately in control of the day-to-day business of the property. As a result, we have limited rights to direct or influence the business or operations of our properties in the SHOP segment and we depend on our operators to operate these properties in a manner that complies with applicable law, minimizes legal risk and maximizes the value of our investment.

When we use a RIDEA structure, our TRS is generally required to be the holder of the applicable healthcare license and is the entity that is enrolled in government healthcare programs (i.e., Medicare, Medicaid), where applicable. As the holder of a healthcare license, our TRS and we (through our ownership interest in our TRS) are subject to various regulatory laws. Most states regulate and inspect healthcare property operations, patient care, construction and the safety of the physical environment. However, we are required under RIDEA to rely on our operators to oversee and direct these aspects of the properties’ operations to ensure compliance with these applicable laws and regulations. If one or more of our healthcare properties fails to comply with applicable laws, our TRS would be responsible (except in limited circumstances, such as the gross negligence or willful misconduct of our operators, where we would have a contractual claim against them), which could subject our TRS to penalties including loss or suspension of licenses and certificates of need, certification or accreditation, exclusion from government healthcare programs (i.e., Medicare, Medicaid), administrative sanctions and civil monetary penalties. Some states also reserve the right to sanction affiliates of a licensee when they take administrative action against the licensee. Additionally, when we receive individually identifiable health information relating to residents of our healthcare properties, we are subject to federal and state data privacy and security laws and rules, and could be subject to liability in the event of an audit, complaint, cybersecurity attack or data breach. Furthermore, our TRS has exposure to professional liability claims that could arise out of resident claims, such as quality of care, and the associated litigation costs.

Rents received from the TRS in a RIDEA structure are treated as qualifying rents from real property for REIT tax purposes only if (i) they are paid pursuant to a lease of a “qualified healthcare property” and (ii) the operator qualifies as an “eligible independent contractor,” as defined in the Internal Revenue Code of 1986, as amended (the “Code”). If either of these requirements are not satisfied, then the rents will not be qualifying rents.

Decreases in our tenants’, operators’ or borrowers’ revenues or increases in their expenses could affect their ability to meet their financial and other contractual obligations to us.

Our leases consist of triple-net leases, in which we lease our properties directly to tenants and operators, as well as RIDEA leases, in which we lease our properties to an affiliate TRS that enters into a management agreement with an eligible independent contractor, or operator, to manage and oversee the day-to-day business and operations of the properties. We are also a direct or indirect lender to various tenants and operators and separately provide loans to certain third parties. We have very limited control over the success or failure of our tenants’, operators’ and borrowers’ businesses, regardless of the structure of our relationship with them. Any of our triple-net tenants or operators under a RIDEA structure may experience a downturn in their business that materially weakens their financial condition. As a result, they may fail to make payments or perform their obligations when due. Although we generally have arrangements and other agreements that give us the right under specified circumstances to terminate a lease, evict a tenant or terminate our operator, or demand immediate repayment of outstanding loan amounts or other obligations to us, we may not be able to enforce such rights or we may determine not to do so if we believe that enforcement of our rights would be more detrimental to our business than seeking alternative approaches.

Our senior housing tenants and our SHOP segment under a RIDEA structure primarily depend on private sources for their revenues and the ability of their patients and residents to pay fees. Costs associated with independent and assisted living services are not generally reimbursable under governmental reimbursement programs such as Medicare and Medicaid. Accordingly, our tenants and operators of our SHOP segments depend on attracting seniors with appropriate levels of income and assets, which may be affected by many factors including prevailing economic and market trends, consumer confidence and demographics. Consequently, if our tenants or operators on our behalf fail to effectively conduct their operations, or to maintain and improve our properties, it could adversely affect our business reputation as the owner of the properties, as well as the business reputation of our tenants or

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operators and their ability to attract and retain patients and residents in our properties, which could have a materially adverse effect on our and our tenant’s or operator’s business, results of operations and financial condition.

Our senior housing tenants and our SHOP segment under a RIDEA structure also rely on reimbursements from governmental programs for a portion of the revenues from certain properties. Changes in reimbursement policies and other governmental regulation, such as potential changes to, or repeal of, the Patient Protection and Affordable Care Act, along with the Health Care and Education Reconciliation Act of 2010 (the “Affordable Care Act”), that may result from actions by Congress or executive orders, may result in reductions in our tenants’ revenues or in our revenues from our RIDEA structures, operations and cash flows and affect our tenants’ ability to meet their obligations to us or our financial performance through a RIDEA structure. In addition, failure to comply with reimbursement regulations or other laws applicable to healthcare providers could result in penalties, fines, litigation costs, lost revenue or other consequences, which could adversely impact our tenants’ ability to make contractual rent payments to us under a triple-net lease or our cash flows from operations under a RIDEA structure. For a further discussion of the legislation and regulation that are applicable to us and our tenants, operators and borrowers, see “—The requirements of, or changes to, government reimbursement programs such as Medicare or Medicaid, may adversely affect our tenants’, operators’ and borrowers’ ability to meet their financial and other contractual obligations to us.”

Revenues of our senior housing tenants and our SHOP segment under a RIDEA structure are also dependent on a number of other factors, including licensed bed capacity, occupancy, the healthcare needs of residents, the rate of reimbursement, the income and assets of seniors in the regions in which we own properties, and social and environmental factors. For example, due to generally increased vulnerability to illness, a severe flu season, an epidemic or any other widespread illness could result in early move-outs or delayed move-ins during quarantine periods, which would reduce our operators’ revenues. Additionally, new and evolving payor and provider programs in the United States, including but not limited to Medicare Advantage, Dual Eligible, Accountable Care Organizations, Bundled Payments and other value-based reimbursement arrangements, have resulted in reduced reimbursement rates, average length of stay and average daily census, particularly for higher acuity patients. If our tenants fail to maintain revenues sufficient to meet their financial obligations to us, our business, results of operations and financial condition would be materially adversely affected. Similarly, if our operators under a RIDEA structure underperform, our business, results of operations and financial condition would also be materially adversely affected.

Increased competition and market changes have resulted and may further result in lower net revenues for some of our tenants, operators and borrowers and may affect their ability to meet their financial and other contractual obligations to us.

The healthcare industry is highly competitive. The occupancy levels at, and rental income from, our properties are dependent on our ability and the ability of our tenants, operators and borrowers to compete with other tenants and operators on a number of different levels, including the quality of care provided, reputation, the physical appearance of a property, price, the range of services offered, family preference, alternatives for healthcare delivery, the supply of competing properties, physicians, staff, referral sources, location, and the size and demographics of the population in the surrounding area. In addition, our tenants, operators and borrowers face an increasingly competitive labor market for skilled management personnel and nurses. An inability to attract and retain skilled management personnel and nurses and other trained personnel could negatively impact the ability of our tenants, operators and borrowers to meet their obligations to us. A shortage of nurses or other trained personnel, union activities or general inflationary pressures on wages may force tenants, operators and borrowers to enhance pay and benefits packages to compete effectively for skilled personnel, or to use more expensive contract personnel, but they be unable to offset these added costs by increasing the rates charged to residents. Any increase in labor costs and other property operating expenses or any failure by our tenants, operators or borrowers to attract and retain qualified personnel could adversely affect our cash flow and have a materially adverse effect on our business, results of operations and financial condition.

Our tenants, operators and borrowers also compete with numerous other companies providing similar healthcare services or alternatives such as home health agencies, life care at home, community-based service programs, retirement communities and convalescent centers. This competition, which is due, in part, to over-development in some segments in which we invest, has caused the occupancy rate of newly constructed buildings to slow and the monthly rate that many newly built and previously existing properties were able to obtain for their services to decrease. Our tenants, operators and borrowers may be unable to achieve occupancy and rate levels, and to manage their expenses, in a way that will enable them to meet all of their obligations to us. Further, many competing companies may have resources and attributes that are superior to those of our tenants, operators and borrowers. Our tenants, operators and borrowers may encounter increased competition that could limit their ability to maintain or attract residents or expand their businesses or to manage their expenses, which could materially adversely affect their ability to meet their financial and other contractual obligations to us, potentially decreasing our revenues, impairing our assets and/or increasing collection and dispute costs.

The financial deterioration, insolvency or bankruptcy of one or more of our major tenants, operators or borrowers may materially adversely affect our business, results of operations and financial condition.

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A downturn in any of our tenants’, operators’ or borrowers’ businesses could ultimately lead to voluntary or involuntary bankruptcy or similar insolvency proceedings, including but not limited to assignment for the benefit of creditors, liquidation, or winding-up. Bankruptcy and insolvency laws afford certain rights to a defaulting tenant, operator or borrower that has filed for bankruptcy or reorganization that may render certain of our remedies unenforceable or, at the least, delay our ability to pursue such remedies and realize any related recoveries. For example, we cannot evict a tenant or operator solely because of its bankruptcy filing.

A debtor has the right to assume, or to assume and assign to a third party, or to reject its executory contracts and unexpired leases in a bankruptcy proceeding. If a debtor were to reject its leases with us, obligations under such rejected leases would cease. The claim against the rejecting debtor would be an unsecured claim, which would be limited by the statutory cap set forth in the U.S. Bankruptcy Code. This statutory cap may be substantially less than the remaining rent actually owed under the lease. In addition, a debtor may also assert in bankruptcy proceedings that leases should be re-characterized as financing agreements, which could result in our being deemed a lender instead of a landlord. A lender’s rights and remedies, as compared to a landlord’s, generally are materially less favorable, and our rights as a lender may be subordinated to other creditors’ rights.

Furthermore, the automatic stay provisions of the U.S. Bankruptcy Code would preclude us from enforcing our remedies unless we first obtain relief from the court having jurisdiction over the bankruptcy case. This would effectively limit or delay our ability to collect unpaid rent or interest payments, and we may ultimately not receive any payment at all. In addition, we would likely be required to fund certain expenses and obligations (e.g., real estate taxes, insurance, debt costs and maintenance expenses) to preserve the value of our properties, avoid the imposition of liens on our properties or transition our properties to a new tenant or operator. Additionally, we lease many of our properties to healthcare providers who provide long-term custodial care to the elderly. Evicting these operators for failure to pay rent while the property is occupied may involve specific procedural or regulatory requirements and may not be successful. Even if eviction is possible, we may determine not to do so due to reputational or other risks. 

Bankruptcy or insolvency proceedings typically also result in increased costs to the operator, significant management distraction and performance declines. If we are unable to transition affected properties, they would likely experience prolonged operational disruption, leading to lower occupancy rates and further depressed revenues. Publicity about the operator’s financial condition and insolvency proceeds may also negatively impact their and our reputations, decreasing customer demand and revenues. Any or all of these risks could have a material adverse effect on our revenues, results of operations and cash flows. These risks would be magnified where we lease multiple properties to a single operator under a master lease, as an operator failure or default under a master lease would expose us to these risks across multiple properties.

We depend on investments in the healthcare property sector, making our profitability more vulnerable to a downturn or slowdown in that specific sector than if we were investing in multiple industries.

We concentrate our investments in the healthcare property sector. As a result, we are subject to risks inherent to investments in a single industry. A downturn or slowdown in the healthcare property sector would have a greater adverse impact on our business than if we had investments in multiple industries. Specifically, a downturn in the healthcare property sector could negatively impact the ability of our tenants, operators and borrowers to meet their obligations to us, as well as the ability to maintain rental and occupancy rates. This could adversely affect our business, financial condition and results of operations. In addition, a downturn in the healthcare property sector could adversely affect the value of our properties and our ability to sell properties at prices or on terms acceptable to us.

In addition, we are exposed to the risks inherent in concentrating our investments in real estate, which investments are relatively illiquid due to a number of factors, including restrictions on our ability to sell properties under applicable REIT tax laws, other tax-related considerations, regulatory hurdles and market conditions. Our ability to quickly sell or transition any of our properties in response to changes in the performance of our properties or economic and other conditions is limited. We may be unable to recognize full value for any property that we seek to sell for liquidity reasons. Our inability to respond rapidly to changes in the performance of our investments could adversely affect our financial condition and results of operations.

Tenants and operators that fail to comply with federal, state, local and international laws and regulations, including licensure, certification and inspection requirements, may cease to operate or be unable to meet their financial and other contractual obligations to us.

Our tenants, operators and borrowers are subject to or impacted by extensive, frequently changing federal, state, local and international laws and regulations. These laws and regulations include, among others: laws protecting consumers against deceptive practices; laws relating to the operation of our properties and how our tenants and operators conduct their business, such as fire, health and safety, data security and privacy laws; federal and state laws affecting hospitals, clinics and other healthcare communities that participate in both Medicare and Medicaid that specify reimbursement rates, pricing, reimbursement procedures and limitations, quality of services and care, background checks, food service and physical plants, and similar foreign laws regulating the healthcare

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industry; resident rights laws (including abuse and neglect laws) and fraud laws; anti-kickback and physician referral laws; the ADA and similar state and local laws; and safety and health standards set by the Occupational Safety and Health Administration or similar foreign agencies. Certain of our properties may also require a license, registration and/or certificate of need to operate. 

Our tenants’, operators’ or borrowers’ failure to comply with any of these laws, regulations or requirements could result in loss of accreditation, denial of reimbursement, imposition of fines, suspension or decertification from government healthcare programs, civil liability, and in certain limited instances, criminal penalties, loss of license or closure of the property and/or the incurrence of considerable costs arising from an investigation or regulatory action, which may have an adverse effect on properties that we own and lease to a third party tenant, that we own and operate through a RIDEA structure or on which we hold a mortgage, and therefore may materially adversely impact us. See “Item 1—Business—Government Regulation, Licensing and Enforcement—Healthcare Licensure and Certificate of Need” above.

If we must replace any of our tenants or operators, we may have difficulty identifying replacements and we may be required to incur substantial renovation costs to make certain of our healthcare properties suitable for other tenants and operators.

Our tenants may not renew existing leases or our operators may not renew their management agreements beyond their current terms. If we or our tenants or operators terminate or do not renew the leases or management agreements for our properties, we would attempt to reposition those properties with another tenant or operator. We may also voluntarily change operators for a variety of reasons. For example, in November 2017, we announced a plan to transition a significant number of properties managed by Brookdale to other operators as part of our strategic plan to reduce our concentration of properties managed or leased by Brookdale. Healthcare properties are typically highly customized. The improvements generally required to conform a property to healthcare use, such as upgrading electrical, gas and plumbing infrastructure, are costly and at times tenant-specific and are typically subject to regulatory requirements. A new or replacement tenant or operator may require different features in a property, depending on that tenant’s or operator’s particular business. In addition, infrastructure improvements for life science properties typically are significantly more costly than improvements to other property types due to the highly specialized nature of the properties and the greater lease square footage often required by life science tenants. We may be unable to recover part or all of these higher costs. Therefore, if a current tenant or operator is unable to pay rent and/or vacates a property, we may incur substantial expenditures to modify a property and experience delays before we are able to secure another tenant or operator or to accommodate multiple tenants or operators. These expenditures or renovations and delays may materially adversely affect our business, results of operations and financial condition.

Additionally, we may fail to identify suitable replacements or enter into leases, management agreements or other arrangements with new tenants or operators on a timely basis or on terms as favorable to us as our current leases, if at all. Furthermore, during transition periods to new tenants or operators, we anticipate that the attention of existing tenants or operators will be diverted from the performance of the properties, which would cause the financial and operational performance at these properties to decline. For example, Brookdale properties we intended to sell or transition performed significantly worse during 2018 than our senior housing properties as a whole. Following a decline in performance, we may not be able to rehabilitate the property to previous performance levels, which would adversely impact our results of operations. We also may be required to fund certain expenses and obligations such as real estate taxes, debt costs and maintenance expenses, to preserve the value of, and avoid the imposition of liens on, our properties while they are being repositioned. In addition, we may incur certain obligations and liabilities, including obligations to indemnify the replacement tenant or operator, which could have a materially adverse effect on our business, results of operations and financial condition.

We face additional risks associated with property development and redevelopment that can render a project less profitable or not profitable at all and, under certain circumstances, prevent completion of development activities once undertaken.

Property development and redevelopment is a significant component of our growth strategy. At December 31, 2018, our active development and redevelopment pipeline was approximately $1.5 billion with remaining costs to complete of approximately $913 million. Large-scale, ground-up development of healthcare properties presents additional risks for us, including risks that:

• a development opportunity may be abandoned after expending significant resources resulting in the loss of deposits or failure to recover expenses already incurred;

• the development and construction costs of a project may exceed original estimates due to increased interest rates and higher costs relating to materials, transportation, labor, leasing, negligent construction or construction defects, damage, vandalism or accidents, among others, which could make the completion of the development project less profitable;

• the project may not be completed on schedule as a result of a variety of factors that are beyond our control, including natural disasters, labor conditions, material shortages, regulatory hurdles, civil unrest and acts of war or terrorism, which result in

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increases in construction costs and debt service expenses or provide tenants or operators with the right to terminate pre-construction leases; and

• occupancy rates and rents at a newly completed property may not meet expected levels and could be insufficient to make the property profitable.

Any of the foregoing risks could materially adversely affect our business, results of operations and financial condition.

Changes within the life science industry may adversely impact our revenues and results of operations.

For the year ended December 31, 2018, properties in our life science segment accounted for approximately 21% of our total revenues. Our life science investments could be adversely affected if the life science industry is impacted by an economic, financial, or banking crisis or if the life science industry migrates from the U.S. to other countries or to areas outside of primary life science markets in South San Francisco, California, San Diego, California, and greater Boston, Massachusetts. Our ability to negotiate contractual rent escalations on future leases and to achieve increases in rental rates will depend upon market conditions and the demand for life science properties at the time the leases are negotiated and the increases are proposed. If economic, financial or industry conditions adversely affect our life science tenants, we may not be able to lease or re-lease our properties in a timely manner or at favorable rates, which would negatively impact our revenues and results of operations. For example, some of our properties may be better suited for a particular life science industry client tenant and could require modification before we are able to re-lease vacant space to another life science industry client tenant, which may delay the re-leasing process and result in unrecovered costs. Additionally, some of our life science properties may not be suitable for lease to traditional office client tenants without significant expenditures on renovations, which could delay an attempt to reposition the property for rent to non-life science tenants. Because infrastructure improvements for life science properties typically are significantly more costly than improvements to other property types due to the highly specialized nature of the properties, and life science tenants typically require greater lease square footage relative to medical office tenants, repositioning efforts would have a disproportionate adverse effect on our life science segment performance. See “—If we must replace any of our tenants or operators, we may have difficulty identifying replacements and we may be required to incur substantial renovation costs to make certain of our healthcare properties suitable for other tenants and operators.”

It is common for businesses in the life science industry to undergo mergers or consolidations. Future mergers or consolidations of life science entities could reduce the amount of rentable square footage requirements of our client tenants and prospective client tenants, which may adversely impact our revenues from lease payments and results of operations.

Our tenants in the life science industry face high levels of regulation, funding requirements, expense and uncertainty.

Life science tenants, particularly those involved in developing and marketing pharmaceutical products, are subject to certain unique risks, including the following:

• some of our tenants require significant funding for the research, development, clinical testing, manufacture and commercialization of their products and technologies, as well as to fund their obligations, including rent payments due to us. If venture capital firms, private investors, the public markets, companies in the life science industry, the government or other sources of funding are difficult to obtain or unavailable to support such activities, including as a result of general economic conditions, adverse market conditions or government shutdowns that limit our tenants’ ability to raise capital, a tenant’s business would be adversely affected or fail; our tenants’ ability to raise capital depends on the viability of their products and technologies, their financial and operating condition and outlook, and the overall financial, banking and economic environment;

• the research, development, clinical testing, manufacture and marketing of some of our tenants’ products require federal, state and foreign regulatory approvals which may be costly or difficult to obtain, may take several years and be subject to delay, may not be obtained at all, require validation through clinical trials and the use of substantial resources, and may often be unpredictable;

• even after a life science tenant gains regulatory approval and market acceptance, the product may still present significant regulatory and liability risks, including, among others, the possible later discovery of safety concerns and other defects and potential loss of approvals, competition from new products and the expiration of patent protection for the product;

• our tenants with marketable products may be adversely affected by healthcare reform and the reimbursement policies of government or private healthcare payors;

• our tenants with marketable products may be unable to successfully manufacture their drugs economically;

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• our tenants depend on the commercial success of certain products, which may be reliant on the efficacy of the product, as well as acceptance among doctors and patients; negative publicity or negative results or safety signals from the clinical trials of competitors may reduce demand or prompt regulatory actions; and

• our tenants may be unable to adapt to the rapid technological advances in the industry and to adequately protect their intellectual property under patent, copyright or trade secret laws and defend against third-party claims of intellectual property violations.

If our tenants’ businesses are adversely affected, they may fail to make their rent payments to us, which could materially adversely affect our business, results of operations and financial condition.

The hospitals on whose campuses our MOBs are located and their affiliated healthcare systems could fail to remain competitive or financially viable, which could adversely impact their ability to attract physicians and physician groups to our MOBs and our other properties that serve the healthcare industry.

Our MOBs and other properties that serve the healthcare industry depend on the viability of the hospitals on whose campuses our MOBs are located and their affiliated healthcare systems in order to attract physicians and other healthcare-related users. The viability of these hospitals, in turn, depends on factors such as the quality and mix of healthcare services provided, competition, demographic trends in the surrounding community, market position and growth potential, as well as the ability of the affiliated healthcare systems to provide economies of scale and access to capital. If a hospital whose campus is located on or near one of our MOBs is unable to meet its financial obligations, and if an affiliated healthcare system is unable to support that hospital, the hospital may not be able to compete successfully or could be forced to close or relocate, which could adversely impact its ability to attract physicians and other healthcare-related users. Because we rely on our proximity to and affiliations with these hospitals to create tenant demand for space in our MOBs, their inability to remain competitive or financially viable, or to attract physicians and physician groups, could adversely affect our MOB operations and have a materially adverse effect on us.

In addition, changes to or replacement of the Affordable Care Act and related regulations could result in significant changes to the scope of insurance coverage and reimbursement policies, which could put negative pressure on the operations and revenues of our MOBs.

We may be unable to maintain or expand our relationships with our existing and future hospital and health system clients.

The success of our medical office portfolio depends, to a large extent, on past, current and future relationships with hospitals and their affiliated health systems. We invest significant amounts of time in developing relationships with both new and existing clients. If we fail to maintain these relationships, including through a lack of responsiveness, failure to adapt to the current market or employment of individuals with adequate experience, our reputation and relationships will be harmed and we may lose business to competitors. If our relationships with hospitals and their affiliated health systems deteriorate, it could have a materially adverse effect on us.

Economic and other conditions that negatively affect geographic areas from which a greater percentage of our revenue is recognized could materially adversely affect our business, results of operations and financial condition.

For the year ended December 31, 2018, 26% of our revenue was derived from properties located in California, which is also where most of our life science portfolio is located. As a result, we are subject to increased exposure to adverse conditions affecting California, including downturns in local economies, changes in local real estate conditions, increased competition or decreased demand, changes in state-specific legislation and local climate events and natural disasters (such as earthquakes, flooding, wildfires and hurricanes), which could cause significant disruption in our businesses in the region, harm our ability to compete effectively, result in increased costs and divert more management attention, any or all of which could adversely affect our business and results of operations.

We may experience uninsured or underinsured losses, which could result in a significant loss of the capital invested in a property, lower than expected future revenues or unanticipated expense.

We maintain and regularly review the comprehensive insurance coverage on our properties with terms, conditions, limits and deductibles that we believe are adequate and appropriate given the relative risk and costs of such coverage. However, a large number of our properties are located in areas exposed to earthquake, windstorm, flood and other natural disasters. In particular, a significant portion of our life science development projects and approximately 90% of our existing life science portfolio (based on gross asset value) is concentrated in California, which is known to be subject to earthquakes, wildfires and other natural disasters. While we purchase insurance coverage for earthquake, fire, windstorm, flood and other natural disasters that we believe is adequate in light of current industry practice and analyses prepared by outside consultants, such insurance may not fully cover such losses. These losses can result in decreased anticipated revenues from a property and the loss of all or a portion of the capital we have invested in a property. Following these events, we may remain liable for any mortgage debt or other financial obligations related

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to the property. The insurance market for such exposures can be very volatile, and we may be unable to purchase the limits and terms we desire on a commercially reasonable basis. In addition, there are certain exposures for which we do not purchase insurance because we do not believe it is economically feasible to do so or where there is no viable insurance market.

We maintain earthquake insurance for our properties that are located in the vicinity of active earthquake zones in amounts and with deductibles we believe are commercially reasonable. Because of our significant concentration in the seismically active regions of South San Francisco, California and San Diego, California, a damaging earthquake in these areas could significantly impact multiple properties, which may amount to a significant portion of our life science portfolio. As a result, aggregate deductible amounts may be material, and our insurance coverage may be materially insufficient to cover our losses, either of which would adversely affect our business, financial condition, results of operations and cash flows.

If one of our properties experiences a loss that is uninsured or that exceeds policy coverage limits, we could lose our investment in the damaged property as well as the anticipated future cash flows from such property. If the damaged property is subject to recourse indebtedness, we could continue to be liable for the indebtedness even if the property is irreparably damaged.

In addition, even if damage to our properties is covered by insurance, a disruption of business caused by a casualty event may result in loss of revenues for us. Any business interruption insurance may not fully compensate the lender or us for such loss of revenue.

Our use of joint ventures may limit our flexibility with jointly owned investments.

We have and may continue to develop and/or acquire properties in joint ventures with other persons or entities when circumstances warrant the use of these structures. Our participation in joint ventures is subject to risks that may not be present with other methods of ownership, including:

• our joint venture partners could have investment and financing goals that are not consistent with our objectives, including the timing, terms and strategies for any investments, and what levels of debt to incur or carry;

• we could experience an impasse on certain decisions because we do not have sole decision-making authority, which could require us to expend additional resources on resolving such impasses or potential disputes, including litigation or arbitration;

• our joint venture partners may have competing interests in our markets that could create conflict of interest issues;

• our ability to transfer our interest in a joint venture to a third party may be restricted and the market for our interest may be limited and/or valued lower than fair market value;

• our joint venture partners may be structured differently than us for tax purposes, and this could create conflicts of interest and risks to our REIT status; and

• our joint venture partners might become insolvent, fail to fund their share of required capital contributions or fail to fulfill their obligations as a joint venture partner, which may require us to infuse our own capital into the venture on behalf of the partner despite other competing uses for such capital.

For example, with respect to our minority ownership position in our unconsolidated CCRC joint venture with Brookdale, we are limited in our ability to control or influence operations, and in our ability to exit or transfer our interest in the joint venture to a third party. As a result, we may not receive full value for our ownership interest if we tried to sell it to a third party.

In addition, in some instances, we and/or our joint venture partner will have the right to cause us to sell our interest, or acquire our partner’s interest, at a time when we otherwise would not have initiated such a transaction. Our ability to acquire our partner’s interest will be limited if we do not have sufficient cash, available borrowing capacity or other capital resources. This would require us to sell our interest in the joint venture when we would otherwise prefer to retain it. Any of the foregoing risks could materially adversely affect our business, results of operations and financial condition.

We have now, and may have in the future, contingent rent provisions and/or rent escalators based on the Consumer Price Index, which could hinder our profitability and growth.

We derive a significant portion of our revenues from leasing properties pursuant to leases that generally provide for fixed rental rates, subject to annual escalations. Under certain leases, a portion of the tenant’s rental payment to us is based on the property’s revenues (i.e., contingent rent). If, as a result of weak economic conditions or other factors, the property’s revenue declines, our rental revenues would decrease and our results of operations could be materially adversely affected. Additionally, some of our leases provide that annual rent escalates based on changes in the Consumer Price Index or other thresholds (i.e., contingent rent escalators). If the Consumer Price Index does not increase or other applicable thresholds are not met, rental rates may not increase and our growth and profitability may be hindered. Furthermore, if strong economic conditions result in significant increases in

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the Consumer Price Index, but the escalations under our leases with contingent rent escalators are capped, our growth and profitability also may be limited.

Competition may make it difficult to identify and purchase, or develop, suitable healthcare properties to grow our investment portfolio, to finance acquisitions on favorable terms, or to retain or attract tenants and operators.

We face significant competition from other REITs, investment companies, private equity and hedge fund investors, sovereign funds, healthcare operators, lenders, developers and other institutional investors, some of whom may have greater resources and lower costs of capital than we do. Increased competition makes it more challenging for us to identify and successfully capitalize on opportunities that meet our business goals and could improve the bargaining power of property owners seeking to sell, thereby impeding our investment, acquisition and development activities. Similarly, our properties face competition for tenants and operators from other properties in the same market, which may affect our ability to attract and retain tenants and operators, or may reduce the rents we are able to charge. If we cannot capitalize on our development pipeline, identify and purchase a sufficient quantity of healthcare properties at favorable prices, finance acquisitions on commercially favorable terms, or attract and retain profitable tenants and operators, our business, results of operations and financial condition may be materially adversely affected.

From time to time we have made, and we may seek to make, one or more material acquisitions, which may involve the expenditure of significant funds.

We regularly review potential transactions in order to maximize stockholder value. Our review process may require significant management attention and a potential transaction could be abandoned or rejected by us or the other parties involved after we expend significant resources and time. In addition, future acquisitions may require the issuance of securities, the incurrence of debt, assumption of contingent liabilities or incurrence of significant expenditures, each of which could materially adversely impact our business, financial condition or results of operations. In addition, the financing required for acquisitions may not be available on commercially favorable terms or at all.

From time to time, we may acquire other companies, and if we are unable to successfully integrate these operations, our business, results of operations and financial condition may be materially adversely affected.

Acquisitions require the integration of companies that have previously operated independently. Successful integration of the operations of these companies depends primarily on our ability to consolidate operations, systems, procedures, properties and personnel, and to eliminate redundancies and costs. We may encounter difficulties in these integrations. Potential difficulties associated with acquisitions include our ability to effectively monitor and manage our expanded portfolio of properties, the loss of key employees, the disruption of our ongoing business or that of the acquired entity, possible inconsistencies in standards, controls, procedures and policies, and the assumption of unexpected liabilities, including:

• liabilities relating to the cleanup or remediation of undisclosed environmental conditions;

• unasserted claims of vendors, residents, patients or other persons dealing with the seller;

• liabilities, claims and litigation, whether or not incurred in the ordinary course of business, relating to periods prior to our acquisition;

• claims for indemnification by general partners, directors, officers and others indemnified by the seller;

• claims for return of government reimbursement payments; and

• liabilities for taxes relating to periods prior to our acquisition.

In addition, the acquired companies and their properties may fail to perform as expected, including in respect of estimated cost savings. Inaccurate assumptions regarding future rental or occupancy rates could result in overly optimistic estimates of future revenues. Similarly, we may underestimate future operating expenses or the costs necessary to bring properties up to standards established for their intended use or for property improvements.

If we have difficulties with any of these areas, or if we later discover additional liabilities or experience unforeseen costs relating to our acquired companies, we might not achieve the economic benefits we expect from our acquisitions, and this may materially adversely affect our business, results of operations and financial condition.

Our tenants, operators and borrowers face litigation and may experience rising liability and insurance costs.

In some states, advocacy groups have been created to monitor the quality of care at healthcare properties, and these groups have brought litigation against the tenants and operators of such properties. Also, in several instances, private litigation by patients,

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residents or “whistleblowers” has sought, and sometimes resulted in, large damage awards. See “Risks Related to Our Business and Operations—The requirements of, or changes to, governmental reimbursement programs such as Medicare or Medicaid, may adversely affect our tenants’, operators’ and borrowers’ ability to meet their financial and other contractual obligations to us.” The effect of this litigation and other potential litigation may materially increase the costs incurred by our tenants, operators and borrowers for monitoring and reporting quality of care compliance, which under a RIDEA structure would be borne by us. In addition, their cost of liability and medical malpractice insurance can be significant and may increase or not be available at a reasonable cost. Cost increases could cause our tenants and borrowers to be unable to make their lease or mortgage payments or fail to purchase the appropriate liability and malpractice insurance, or cause our borrowers to be unable to meet their obligations to us, potentially decreasing our revenues and increasing our collection and litigation costs. Furthermore, with respect to our senior housing properties operated in RIDEA structures, we directly bear the costs of any such increases in litigation, monitoring, reporting and insurance due to our direct exposure to the cash flows of such properties.

In addition, as a result of our ownership of healthcare properties, we may be named as a defendant in lawsuits arising from the alleged actions of our tenants or operators. With respect to our triple-net leases, our tenants generally have agreed to indemnify us for various claims, litigation and liabilities in connection with their leasing and operation of our triple-net leased properties. With respect to our RIDEA structured properties, we are responsible for these claims, litigation and liabilities, with limited indemnification rights against our operator typically based on the gross negligence or willful misconduct by the operator. Although our leases provide us with certain information rights with respect to our tenants, one or more of our tenants may be or become party to pending litigation or investigation to which we are unaware or do not have a right to participate or evaluate. In such cases, we would be unable to determine the potential impact of such litigation or investigation on our tenants or our business or results. Moreover, negative publicity of any of our operators’ or tenants’ litigation, other legal proceedings or investigations may also negatively impact their and our reputation, resulting in lower customer demand and revenues, which could have a material adverse effect on our financial condition, results of operations and cash flow.

Required regulatory approvals can delay or prohibit transfers of our healthcare properties.

Transfers of healthcare properties to successor tenants or operators are typically subject to regulatory approvals or ratifications, including, but not limited to, change of ownership approvals and Medicare and Medicaid provider arrangements that are not required for transfers of other types of commercial operations and other types of real estate. The replacement of any tenant or operator could be delayed by the regulatory approval process of any federal, state or local government agency necessary for the transfer of the property or the replacement of the operator licensed to manage the property, during which time the property may experience performance declines. If we are unable to find a suitable replacement tenant or operator upon favorable terms, or at all, we may take possession of a property, which could expose us to successor liability, require us to indemnify subsequent operators to whom we transfer the operating rights and licenses, or require us to spend substantial time and funds to preserve the value of the property and adapt the property to other uses, all of which may materially adversely affect our business, results of operations and financial condition.

Compliance with the Americans with Disabilities Act and fire, safety and other regulations may require us to make expenditures that adversely affect our cash flows.

Our properties must comply with applicable ADA and any similar state and local laws. This may require removal of barriers to access by persons with disabilities in public areas of our properties. Noncompliance could result in the incurrence of additional costs associated with bringing the properties into compliance, the imposition of fines or an award of damages to private litigants in individual lawsuits or as part of a class action. While the tenants to whom we lease our properties are obligated to comply with the ADA and similar state and local provisions, and typically under tenant leases are obligated to cover costs associated with compliance, if required changes involve greater expenditures than anticipated, or if the changes must be made on a more accelerated basis than anticipated, the ability of these tenants to cover costs could be adversely affected. As a result, we could be required to expend funds to comply with the provisions of the ADA and similar state and local laws on behalf of tenants, which could adversely affect our results of operations and financial condition. Additionally, with respect to our SHOP properties managed in RIDEA structures, we are ultimately responsible for such litigation and compliance costs due to our direct exposure to the cash flows of the properties.

In addition, we are required to operate our properties in compliance with fire and safety regulations, building codes and other land use regulations. New and revised regulations and codes may be adopted by governmental agencies and bodies and become applicable to our properties. For example, new safety laws for senior housing properties were adopted following the particularly damaging 2018 hurricane season. Compliance could require substantial capital expenditures, and may restrict our ability to renovate our properties. These expenditures and restrictions could have a material adverse effect on our financial condition and cash flows.

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The requirements of, or changes to, governmental reimbursement programs such as Medicare or Medicaid, may adversely affect our tenants’, operators’ and borrowers’ ability to meet their financial and other contractual obligations to us.

Certain of our tenants, operators and borrowers are affected, directly or indirectly, by an extremely complex set of federal, state and local laws and regulations pertaining to governmental reimbursement programs. These laws and regulations are subject to frequent and substantial changes that are sometimes applied retroactively. See “Item 1—Business—Government Regulation, Licensing and Enforcement.” For example, to the extent that our tenants, operators or borrowers receive a significant portion of their revenues from governmental payors, primarily Medicare and Medicaid, they are generally subject to, among other things:

• statutory and regulatory changes;

• retroactive rate adjustments;

• recovery of program overpayments or set-offs;

• federal, state and local litigation and enforcement actions;

• administrative proceedings;

• policy interpretations;

• payment or other delays by fiscal intermediaries or carriers;

• government funding restrictions (at a program level or with respect to specific properties);

• interruption or delays in payments due to any ongoing governmental investigations and audits at such properties;

• reputational harm of publicly disclosed enforcement actions, audits or investigations related to billing and reimbursements.

The failure to comply with the extensive laws, regulations and other requirements applicable to their business and the operation of our properties could result in, among other challenges: (i) becoming ineligible to receive reimbursement from governmental reimbursement programs; (ii) becoming subject to prepayment reviews or claims for overpayments; (iii) bans on admissions of new patients or residents; (iv) civil or criminal penalties; and (v) significant operational changes, including requirements to increase staffing or the scope of care given to residents. These laws and regulations are enforced by a variety of federal, state and local agencies and can also be enforced by private litigants through, among other things, federal and state false claims acts, which allow private litigants to bring qui tam or “whistleblower” actions. Our tenants, operators and borrowers could be adversely affected by the resources required to respond to an investigation or other enforcement action. In such event, the results of operations and financial condition of our tenants and the results of operations of our properties operated by those entities could be materially adversely affected, which, in turn, could have a materially adverse effect on us.

We are unable to predict future federal, state and local regulations and legislation, including the Medicare and Medicaid statutes and regulations, or the intensity of enforcement efforts with respect to such regulations and legislation. Any changes in the regulatory framework could have a materially adverse effect on our tenants and operators. If, in turn, such tenants or operators fail to make contractual rent payments to us or, with respect to our SHOP segment, cash flows are adversely affected, it could have a materially adverse effect on us.

Sometimes, governmental payors freeze or reduce payments to healthcare providers, or provide annual reimbursement rate increases that are smaller than expected, due to budgetary and other pressures. Healthcare reimbursement will likely continue to be of significant importance to federal and state authorities. We cannot make any assessment as to the ultimate timing or the effect that any future legislative reforms may have on our tenants’, operators’ and borrowers’ costs of doing business and on the amount of reimbursement by government and other third-party payors. The failure of any of our tenants, operators or borrowers to comply with these laws and regulations, and significant limits on the scope of services reimbursed and on reimbursement rates and fees, could materially adversely affect their ability to meet their financial and contractual obligations to us.

Furthermore, executive orders and legislation may amend or repeal the Affordable Care Act and related regulations in whole or in part. A federal court in Texas recently declared the Affordable Care Act’s individual mandate unconstitutional and the remaining provisions non-severable from the mandate, thus making them invalid (Texas v. United States, Case 4:18-cv-00167-1, Slip Opinion (N.D. Tex. Dec. 14, 2018). The decision has been stayed pending appeal. We also anticipate that Congress, state legislatures, and third-party payors may continue to review and assess alternative healthcare delivery and payment systems and may propose and adopt legislation or policy changes or implementations effecting additional fundamental changes in the healthcare system. For example, the Department of Health and Human Services has focused on tying Medicare payments to quality or value through

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alternative payment models, which generally aim to make providers attentive to the total costs of treatments. Additionally, the Centers for Medicare and Medicaid Services recently finalized a new patient driven payment model, which, effective October 1, 2019, will be used to calculate reimbursement rates for patients in skilled nursing properties. We cannot quantify or predict the likely impact of these changes on the revenues and profitability of our tenants, operators and borrowers. However, if any such changes significantly and adversely affect our tenants’ profitability, they could in turn negatively affect our tenants’ ability and willingness to comply with the terms of their leases with us and/or renew their leases with us upon expiration, which could impact our business, prospects, financial condition or results of operations.

Legislation to address federal government operations and administration decisions affecting the Centers for Medicare and Medicaid Services could have a materially adverse effect on our tenants’, operators’ and borrowers’ liquidity, financial condition or results of operations.

Congressional consideration of legislation pertaining to the federal debt ceiling, the Affordable Care Act, tax reform and entitlement programs, including reimbursement rates for physicians, could have a materially adverse effect on our tenants’, operators’ and borrowers’ liquidity, financial condition or results of operations. In particular, reduced funding for entitlement programs such as Medicare and Medicaid would result in increased costs and fees for programs such as Medicare Advantage Plans and additional reductions in reimbursements to providers. Amendments to or repeal of the Affordable Care Act in whole or in part and decisions by the Centers for Medicare and Medicaid Services could impact the delivery of services and benefits under Medicare, Medicaid or Medicare Advantage Plans and could affect our tenants and operators and the manner in which they are reimbursed by such programs. Such changes could have a materially adverse effect on our tenants’, operators’ and borrowers’ liquidity, financial condition or results of operations, which could adversely affect their ability to satisfy their obligations to us and could have a materially adverse effect on us.

We may be unable to successfully foreclose on the collateral securing our real estate-related loans, and even if we are successful in our foreclosure efforts, we may be unable to successfully operate, occupy or reposition the underlying real estate, which may adversely affect our ability to recover our investments.

If a tenant or operator defaults under one of our mortgages or mezzanine loans, we may have to foreclose on the loan or protect our interest by acquiring title to the collateral and thereafter making substantial improvements or repairs in order to maximize the property’s investment potential. In some cases, the collateral consists of the equity interests in an entity that directly or indirectly owns the applicable real property or interests in operating properties and, accordingly, we may not have full recourse to assets of that entity, or that entity may have incurred unexpected liabilities. Tenants, operators or borrowers may contest enforcement of foreclosure or other remedies, seek bankruptcy protection against our exercise of enforcement or other remedies and/or bring claims for lender liability in response to actions to enforce mortgage obligations. Foreclosure-related costs, high loan-to-value ratios or declines in the value of the property may prevent us from realizing an amount equal to our mortgage or mezzanine loan upon foreclosure, and we may be required to record a valuation allowance for such losses. Even if we are able to successfully foreclose on the collateral securing our real estate-related loans, we may inherit properties for which we may be unable to expeditiously secure tenants or operators, if at all, or we may acquire equity interests that we are unable to immediately resell due to limitations under the securities laws, either of which would adversely affect our ability to fully recover our investment.

Risks Related to Our Capital Structure and Market Conditions

Changes or increases in interest rates could result in a decrease in our stock price and increased interest costs on new debt and existing variable rate debt, which could materially adversely impact our ability to refinance existing debt, sell properties and conduct acquisition, investment and development activities.

An increase in interest rates could reduce the amount investors are willing to pay for our common stock. Because REIT stocks are often perceived as high-yield investments, investors may perceive less relative benefit to owning REIT stocks as interest rates and the yield on government treasuries and other bonds increase.

Additionally, we have existing debt obligations that are variable rate obligations with interest and related payments that vary with the movement of certain indices. If interest rates increase, so would our interest costs for any variable rate debt and for new debt. This increased cost would make the financing of any acquisition and development activity more costly. In addition, an increase in interest rates could decrease the amount third parties are willing to pay for our properties, thereby limiting our ability to reposition our portfolio promptly in response to changes in economic or other conditions.

Rising interest rates could limit our ability to refinance existing debt when it matures, or cause us to pay higher interest rates upon refinancing and increase interest expense on refinanced indebtedness. For example, we have $800 million of senior notes that are maturing in 2020 on which we pay 2.625% interest, which is lower than prevailing interest rates throughout 2018. If interest rates

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remain higher than the interest rates of our senior notes reaching maturity, we will incur additional interest expense upon any replacement debt.

We manage a portion of our exposure to interest rate risk by accessing debt with staggered maturities and through the use of derivative instruments, primarily interest rate swap agreements. However, no amount of hedging activity can fully insulate us from the risks associated with changes in interest rates. Swap agreements involve risk, including that counterparties may fail to honor their obligations under these arrangements, that these arrangements may not be effective in reducing our exposure to interest rate changes, that the amount of income we earn from hedging transactions may be limited by federal tax provisions governing REITs and that these arrangements may cause us to pay higher interest rates on our debt obligations than would otherwise be the case. Failure to hedge effectively against interest rate risk could adversely affect our results of operations and financial condition.

Cash available for distribution to stockholders may be insufficient to make dividend distributions at expected levels and are made at the discretion of our Board of Directors.

If cash available for distribution generated by our properties decreases as a result of our announced dispositions or otherwise, we may be unable to make dividend distributions at expected levels. Our inability to make expected distributions would likely result in a decrease in the market price of our common stock. All distributions are made at the discretion of our Board of Directors in accordance with Maryland law and depend on our earnings, our financial condition, debt and equity capital available to us, our expectations of our future capital requirements and operating performance, restrictive covenants in our financial or other contractual arrangements (including those in our credit facility agreement), maintenance of our REIT qualification, restrictions under Maryland law and other factors as our Board of Directors may deem relevant from time to time. Additionally, our ability to make distributions will be adversely affected if any of the risks described herein, or other significant adverse events, occur.

We rely on external sources of capital to fund future capital needs, and if access to such capital is unavailable on acceptable terms or at all, it could have a materially adverse effect on our ability to meet commitments as they become due or make future investments necessary to grow our business.

We may not be able to fund all future capital needs, including capital expenditures, debt maturities and other commitments, from cash retained from operations and dispositions. If we are unable to obtain enough internal capital, we may need to rely on external sources of capital (including debt and equity financing) to fulfill our capital requirements. Our access to capital depends upon a number of factors, some of which we have little or no control over, including but not limited to:

• general availability of capital, including less favorable terms, rising interest rates and increased borrowing costs;

• the market price of the shares of our equity securities and the credit ratings of our debt and any preferred securities we may issue;

• the market’s perception of our growth potential and our current and potential future earnings and cash distributions;

• our degree of financial leverage and operational flexibility;

• the financial integrity of our lenders, which might impair their ability to meet their commitments to us or their willingness to make additional loans to us, and our inability to replace the financing commitment of any such lender on favorable terms, or at all;

• the stability of the market value of our properties;

• the financial performance and general market perception of our tenants and operators;

• changes in the credit ratings on U.S. government debt securities or default or delay in payment by the United States of its obligations;

• issues facing the healthcare industry, including, but not limited to, healthcare reform and changes in government reimbursement policies; and

• the performance of the national and global economies generally.

If access to capital is unavailable on acceptable terms or at all, it could have a materially adverse impact on our ability to fund operations, repay or refinance our debt obligations, fund dividend payments, acquire properties and make the investments needed to grow our business.

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Adverse changes in our credit ratings could impair our ability to obtain additional debt and equity financing on favorable terms, if at all, and negatively impact the market price of our securities, including our common stock.

Our credit ratings can affect the amount and type of capital we can access, as well as the terms of any financing we may obtain. The credit ratings of our senior unsecured debt are based on, among other things, our operating performance, liquidity and leverage ratios, overall financial position, level of indebtedness and pending or future changes in the regulatory framework applicable to our operators and our industry. We may be unable to maintain our current credit ratings, and in the event that our current credit ratings deteriorate, we would likely incur higher borrowing costs, which would make it more difficult or expensive to obtain additional financing or refinance existing obligations and commitments. Also, a downgrade in our credit ratings would trigger additional costs or other potentially negative consequences under our current and future credit facilities and debt instruments.

Our level of indebtedness may increase and materially adversely affect our future operations.

Our outstanding indebtedness as of December 31, 2018 was approximately $5.6 billion. We may incur additional indebtedness, including in connection with the development or acquisition of properties, which may be substantial. Any significant additional indebtedness would likely negatively affect the credit ratings of our debt and require us to dedicate a substantial portion of our cash flow to interest and principal payments due on our indebtedness. Greater demands on our cash resources may reduce funds available to us to pay dividends, conduct development activities, make capital expenditures and acquisitions or carry out other aspects of our business strategy. Increased indebtedness can also make us more vulnerable to general adverse economic and industry conditions and create competitive disadvantages for us compared to other companies with relatively lower debt levels. Increased future debt service obligations may limit our operational flexibility, including our ability to finance or refinance our properties, contribute properties to joint ventures or sell properties as needed.

Covenants in our debt instruments limit our operational flexibility, and breaches of these covenants could materially adversely affect our business, results of operations and financial condition.

The terms of our current secured and unsecured debt instruments and other indebtedness that we may incur, require or will require us to comply with a number of customary financial and other covenants, such as maintaining leverage ratios, minimum tangible net worth requirements, REIT status and certain levels of debt service coverage. Our continued ability to incur additional debt and to conduct business in general is subject to compliance with these financial and other covenants, which limit our operational flexibility. For example, mortgages on our properties contain customary covenants such as those that limit or restrict our ability, without the consent of the lender, to further encumber or sell the applicable properties, or to replace the applicable tenant or operator. Breaches of certain covenants may result in defaults under the mortgages on our properties and cross-defaults under certain of our other indebtedness, even if we satisfy our payment obligations to the respective obligee.Covenants that limit our operational flexibility as well as defaults resulting from the breach of any of these covenants could materially adversely affect our business, results of operations and financial condition.

Volatility, disruption or uncertainty in the financial markets may impair our ability to raise capital, obtain new financing or refinance existing obligations and fund real estate and development activities.

We may be affected by general market and economic conditions. Increased or prolonged market disruption, volatility or uncertainty could materially adversely impact our ability to raise capital, obtain new financing or refinance our existing obligations as they mature and fund real estate and development activities. Market volatility could also lead to significant uncertainty in the valuation of our investments and those of our joint ventures, which may result in a substantial decrease in the value of our properties and those of our joint ventures. As a result, we may be unable to recover the carrying amount of such investments and the associated goodwill, if any, which may require us to recognize impairment charges in earnings.

We may be adversely affected by fluctuations in currency exchange rates.

We have certain investments in international markets where the U.S. dollar is not the denominated currency. The ownership of investments located outside of the United States subjects us to risk from fluctuations in exchange rates between foreign currencies and the U.S. dollar. A significant change in the value of the British pound sterling (“GBP”) may have a materially adverse effect on our financial position, debt covenant ratios, results of operations and cash flow.

We may attempt to manage the impact of foreign currency exchange rate changes through the use of derivative contracts or other methods. For example, we currently utilize GBP denominated liabilities as a natural hedge against our GBP denominated assets. Additionally, we executed currency swap contracts to hedge the risk related to a portion of the forecasted interest receipts on these investments. However, no amount of hedging activity can fully insulate us from the risks associated with changes in foreign currency exchange rates, and the failure to hedge effectively against foreign currency exchange rate risk, if we choose to engage in such activities, could materially adversely affect our results of operations and financial condition. In addition, any international

24

currency gain recognized with respect to changes in exchange rates may not qualify under the 75% gross income test or the 95% gross income test that we must satisfy annually in order to qualify and maintain our status as a REIT.

Risk Related to Other Events

We rely on information technology in our operations, and any material failure, inadequacy, interruption or security failure of that technology could harm our business.

We rely on information technology networks and systems, including the Internet, to process, transmit and store electronic information, and to manage or support a variety of business processes, including financial transactions and records, and maintaining personal identifying information and tenant and lease data. We purchase some of our information technology from vendors, on whom our systems depend. We rely on commercially available systems, software, tools and monitoring to provide security for the processing, transmission and storage of confidential tenant and customer data, including individually identifiable information relating to financial accounts. Although we have taken steps to protect the security of our information systems and the data maintained in those systems, it is possible that our safety and security measures will not prevent the systems’ improper functioning or damage, or the improper access or disclosure of personally identifiable information such as in the event of cyber-attacks. The risk of security breaches has generally increased as the number, intensity and sophistication of attacks and intrusions have increased. In addition, the pace and unpredictability of cyber threats generally quickly renders long-term implementation plans designed to address cybersecurity risks obsolete. Because our operators also rely on information technology networks, systems and software, we may be exposed to cyber-attacks on our operators.

Security breaches of our or our operators’ networks and systems, including those caused by physical or electronic break-ins, computer viruses, malware, worms, attacks by hackers or foreign governments, disruptions from unauthorized access and tampering, including through social engineering such as phishing attacks, coordinated denial-of-service attacks and similar breaches, could result in, among other things, system disruptions, shutdowns, unauthorized access to or disclosure of confidential information, misappropriation of our or our business partners’ proprietary or confidential information, breach of our legal, regulatory or contractual obligations, inability to access or rely upon critical business records or systems or other delays in our operations. In some cases, it may be difficult to anticipate or immediately detect such incidents and the damage they cause. We may be required to expend significant financial resources to protect against or to remediate such security breaches. In addition, our technology infrastructure and information systems are vulnerable to damage or interruption from natural disasters, power loss and telecommunications failures. Any failure to maintain proper function, security and availability of our and our operators’ information systems and the data maintained in those systems could interrupt our operations, damage our reputation, subject us to liability claims or regulatory penalties, harm our business relationships or increase our security and insurance costs, which could have a materially adverse effect on our business, financial condition and results of operations.

We are subject to certain provisions of Maryland law and our charter relating to business combinations which may prevent a transaction that may otherwise be in the interest of our stockholders.

The Maryland Business Combination Act provides that unless exempted, a Maryland corporation may not engage in business combinations, including a merger, consolidation, share exchange or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities with an “interested stockholder” or an affiliate of an interested stockholder for five years after the most recent date on which the interested stockholder became an interested stockholder, and thereafter unless specified criteria are met. An interested stockholder is generally a person owning or controlling, directly or indirectly, 10% or more of the voting power of the outstanding voting stock of a Maryland corporation. Unless our Board of Directors takes action to exempt us, generally or with respect to certain transactions, from this statute, the Maryland Business Combination Act will be applicable to business combinations between us and other persons.

In addition to the restrictions on business combinations contained in the Maryland Business Combination Act, our charter also contains restrictions on business combinations. Our charter requires that, except in certain circumstances, “business combinations,” including a merger or consolidation, and certain asset transfers and issuances of securities, with a “related person,” including a beneficial owner of 10% or more of our outstanding voting stock, be approved by the affirmative vote of the holders of at least 90% of our outstanding voting stock.

The restrictions on business combinations provided under Maryland law and contained in our charter may delay, defer or prevent a change of control or other transaction even if such transaction involves a premium price for our common stock or our stockholders believe that such transaction is otherwise in their best interests.

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Unfavorable resolution of litigation matters and disputes could have a material adverse effect on our financial condition.

From time to time, we are involved in legal proceedings, lawsuits and other claims. We may also be named as defendants in lawsuits arising out of our alleged actions or the alleged actions of our tenants and operators for which such tenants and operators have agreed to indemnify, defend and hold us harmless. An unfavorable resolution of any such litigation may have a materially adverse effect on our business, results of operations and financial condition. Regardless of the outcome, litigation or other legal proceedings may result in substantial costs, disruption of our normal business operations and the diversion of management attention. We may be unable to prevail in, or achieve a favorable settlement of, any pending or future legal action against us. See "Item 3—Legal Proceedings" of this Annual Report on Form 10-K.

Loss of our key personnel could temporarily disrupt our operations and adversely affect us.

We depend on the efforts of our executive officers for the success of our business, and competition for these individuals is intense. Although they are covered by our Executive Severance Plan and Change in Control Plan, which provide many of the benefits typically found in executive employment agreements, none of our executive officers have employment agreements with us. The loss or limited availability of the services of any of our executive officers, or our inability to recruit and retain qualified personnel, could, at least temporarily, have a materially adverse effect on our business, results of operations and financial condition and the value of our common stock.

Environmental compliance costs and liabilities associated with our real estate-related investments may be substantial and may materially impair the value of those investments.

Federal, state and local laws, ordinances and regulations may require us, as a current or previous owner of real estate, to investigate and clean up certain hazardous or toxic substances or petroleum released at a property. We may be held liable to a governmental entity or to third parties for property damage and for investigation and cleanup costs incurred by the third parties in connection with the contamination. The costs of cleanup and remediation could be substantial. In addition, some environmental laws create a lien on the contaminated site in favor of the government for damages and the costs it incurs in connection with the contamination.

Although we currently carry environmental insurance on our properties in an amount that we believe is commercially reasonable and generally require our tenants and operators to indemnify us for environmental liabilities they cause, such liabilities could exceed the amount of our insurance, the financial ability of the tenant or operator to indemnify us or the value of the contaminated property. As the owner of a site, we may also be held liable to third parties for damages and injuries resulting from environmental contamination emanating from the site. We may also experience environmental liabilities arising from conditions not known to us. The cost of defending against these claims, complying with environmental regulatory requirements, conducting remediation of any contaminated property, or paying personal injury or other claims or fines could be substantial and could have a materially adverse effect on our business, results of operations and financial condition.

In addition, the presence of contamination or the failure to remediate contamination may materially adversely affect our ability to use, sell or lease the property or to borrow using the property as collateral.

Risk Related to Tax, including REIT-Related Risks

Loss of our tax status as a REIT would substantially reduce our available funds and would have materially adverse consequences for us and the value of our common stock.

Qualification as a REIT involves the application of numerous highly technical and complex provisions of the Code, for which there are only limited judicial and administrative interpretations, as well as the determination of various factual matters and circumstances not entirely within our control. We intend to continue to operate in a manner that enables us to qualify as a REIT. However, our qualification and taxation as a REIT depend upon our ability to meet, through actual annual operating results, asset diversification, distribution levels and diversity of stock ownership, the various qualification tests imposed under the Code. For example, to qualify as a REIT, at least 95% of our gross income in any year must be derived from qualifying sources, and we must make distributions to our stockholders aggregating annually to at least 90% of our REIT taxable income, excluding net capital gains. In addition, new legislation, regulations, administrative interpretations or court decisions could change the tax laws or interpretations of the tax laws regarding qualification as a REIT, or the federal income tax consequences of that qualification, in a manner that is materially adverse to our stockholders. Accordingly, there is no assurance that we have operated or will continue to operate in a manner so as to qualify or remain qualified as a REIT.

If we lose our REIT status, we will face serious tax consequences that will substantially reduce the funds available to make payments of principal and interest on the debt securities we issue and to make distributions to stockholders. If we fail to qualify as a REIT:

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• we will not be allowed a deduction for distributions to stockholders in computing our taxable income;

• we will be subject to corporate-level income tax on our taxable income at regular corporate rates;

• we will be subject to increased state and local income taxes; and

• unless we are entitled to relief under relevant statutory provisions, we will be disqualified from taxation as a REIT for the four taxable years following the year during which we fail to qualify as a REIT.

As a result of all these factors, our failure to qualify as a REIT could also impair our ability to expand our business and raise capital and could materially adversely affect the value of our common stock.

Recent changes to the U.S. tax laws could have a significant negative impact on the overall economy, our tenants, and our business.

On December 20, 2017, the House of Representatives and the Senate passed a tax reform bill, which was signed into law on December 22, 2017 (the “Tax Reform Legislation”). Among other things, the Tax Reform Legislation:

• restricted the deductibility of interest expense by businesses (generally, to 30% of the business’ adjusted taxable income) except, among others, real property businesses electing out of such restriction; generally, we expect our business to qualify as a real property business, but businesses conducted by our taxable REIT subsidiaries may not qualify;

• required real property businesses to use the less favorable alternative depreciation system to depreciate real property in the event businesses elect to avoid the interest deduction restriction above;

• restricted the benefits of like-kind exchanges that defer capital gains for tax purposes to exchanges of real property; and

• generally allowed a deduction for individuals equal to 20% of certain income from pass-through entities, including ordinary dividends distributed by a REIT (excluding capital gain dividends and qualified dividend income).

Many of the provisions in the Tax Reform Legislation expire at the end of 2025.

The Tax Reform Legislation was a far-reaching and complex revision to the existing U.S. federal income tax laws with disparate and, in some cases, countervailing impacts on different categories of taxpayers and industries and will require subsequent rulemaking and interpretation in a number of areas. As a result, we cannot predict the long-term impact of the Tax Reform Legislation on the overall economy, government revenues, our tenants, us, and the real estate industry. Furthermore, the Tax Reform Legislation may negatively impact certain of our tenants’ operating results, financial condition, and future business plans. This in turn could negatively impact our operating results, financial condition, and operations.

Further changes to U.S. federal income tax laws could materially and adversely affect us and our stockholders.

The present federal income tax treatment of REITs may be modified, possibly with retroactive effect, by legislative, judicial or administrative action at any time, which could affect the federal income tax treatment of an investment in us. The federal income tax rules dealing with U.S. federal income taxation and REITs are constantly under review by persons involved in the legislative process, the U.S. Internal Revenue Service (the “IRS”) and the U.S. Treasury Department, which results in statutory changes as well as frequent revisions to regulations and interpretations. We cannot predict how changes in the tax laws might affect our investors or us. Revisions in federal tax laws and interpretations thereof could significantly and negatively affect our ability to qualify as a REIT, as well as the tax considerations relevant to an investment in us, or could cause us to change our investments and commitments.

We could have potential deferred and contingent tax liabilities from corporate acquisitions that could limit, delay or impede future sales of our properties.

If, during the five-year period beginning on the date we acquire certain companies, we recognize a gain on the disposition of any property acquired, then, to the extent of the excess of (i) the fair market value of such property as of the acquisition date over (ii) our adjusted income tax basis in such property as of that date, we will be required to pay a corporate-level federal income tax on this gain at the highest regular corporate rate. There can be no assurance that these triggering dispositions will not occur, and these requirements could limit, delay or impede future sales of our properties.

In addition, the IRS may assert liabilities against us for corporate income taxes for taxable years prior to the time that we acquire certain companies, in which case we will owe these taxes plus interest and penalties, if any.

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There are uncertainties relating to the calculation of non-REIT tax earnings and profits (“E&P”) in certain acquisitions, which may require us to distribute E&P.

In order to remain qualified as a REIT, we are required to distribute to our stockholders all of the accumulated non-REIT E&P of certain companies that we acquire, prior to the close of the first taxable year in which the acquisition occurs. Failure to make such E&P distributions would result in our disqualification as a REIT. The determination of the amount to be distributed in such E&P distributions is a complex factual and legal determination. We may have less than complete information at the time we undertake our analysis, or we may interpret the applicable law differently from the IRS. We currently believe that we have satisfied the requirements relating to such E&P distributions. There are, however, substantial uncertainties relating to the determination of E&P, including the possibility that the IRS could successfully assert that the taxable income of the companies acquired should be increased, which would increase our non-REIT E&P. Moreover, an audit of the acquired company following our acquisition could result in an increase in accumulated non-REIT E&P, which could require us to pay an additional taxable distribution to our then-existing stockholders, if we qualify under rules for curing this type of default, or could result in our disqualification as a REIT.

Thus, we might fail to satisfy the requirement that we distribute all of our non-REIT E&P by the close of the first taxable year in which the acquisition occurs. Moreover, although there are procedures available to cure a failure to distribute all of our E&P, we cannot now determine whether we will be able to take advantage of these procedures or the economic impact on us of doing so.

Our international investments and operations may result in additional tax-related risks.

We own a 49% noncontrolling interest in a joint venture that owns senior housing properties in the U.K. Although we expect to sell our remaining 49% interest in the joint venture by no later than 2020, we currently remain exposed to risks associated with international investments and operations, including tax-related risks, which are different from those we face with respect to our domestic properties and operations. These risks include, but are not limited to:  

• international currency gain recognized as a result of changes in exchange rates may in certain circumstances be treated as income that does not qualify under the 75% gross income test or the 95% gross income test that we must satisfy annually in order to qualify and maintain our status as a REIT;

• challenges with respect to the repatriation of foreign earnings and cash; and

• challenges of complying with foreign tax rules (including the possible revisions in tax treaties or other laws and regulations, including those governing the taxation of our international income).

Our charter contains ownership limits with respect to our common stock and other classes of capital stock.

Our charter contains restrictions on the ownership and transfer of our common stock and preferred stock that are intended to assist us in preserving our qualification as a REIT. Under our charter, subject to certain exceptions, no person or entity may own, actually or constructively, more than 9.8% (by value or by number of shares, whichever is more restrictive) of the outstanding shares of our common stock or any class or series of our preferred stock.

Additionally, our charter has a 9.9% ownership limitation on the direct or indirect ownership of our voting shares, which may include common stock or other classes of capital stock. Our Board of Directors, in its sole discretion, may exempt a proposed transferee from either ownership limit. The ownership limits may delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock or might otherwise be in the best interests of our stockholders.

ITEM 1B. Unresolved Staff Comments

None.

ITEM 2. Properties

We are organized to invest in income-producing healthcare-related facilities. In evaluating potential investments, we consider a multitude of factors, including:

• location, construction quality, age, condition and design of the property;

• geographic area, proximity to other healthcare facilities, type of property and demographic profile, including new competitive supply;

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• whether the expected risk-adjusted return exceeds the incremental cost of capital;

• whether the rent or operating income provides a competitive market return to our investors;

• duration, rental rates, tenant and operator quality and other attributes of in-place leases, including master lease structures and coverage;

• current and anticipated cash flow and its adequacy to meet our operational needs;

• availability of security such as letters of credit, security deposits and guarantees;

• potential for capital appreciation;

• expertise and reputation of the tenant or operator;

• occupancy and demand for similar healthcare facilities in the same or nearby communities;

• availability of qualified operators or property managers and whether we can manage the property;

• potential alternative uses of the facilities;

• the regulatory and reimbursement environment in which the properties operate;

• tax laws related to REITs;

• prospects for liquidity through financing or refinancing; and

• our access to and cost of capital.

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Property and Direct Financing Lease Investments

The following table summarizes our consolidated property and direct financing lease ("DFL") investments as of and for the year ended December 31, 2018 (square feet and dollars in thousands):

Facility Location	Number of Facilities	Capacity	Gross Asset Value(1)		Real Estate Revenues(2)		Operating Expenses
Senior housing triple-net—real estate:		(Units)
California	16	1,572	$	389,349	$	36,979	$	(3,219	)
Virginia	9	1,157	257,298		25,041		—
Florida	11	1,418	228,047		25,453		(8		)
Texas	13	1,323	189,144		21,535		—
Pennsylvania	2	623	144,645		13,832		—
Washington	10	670	137,713		14,552		(1		)
Oregon	10	955	137,180		13,821		(123		)
Other (18 States)	48	4,157	772,101		86,953		(197		)
	119	11,875	2,255,477		238,166		(3,548		)
Senior housing—DFLs(3):
Other (12 States)	27	3,126	629,214		37,925		(70		)
Total senior housing triple-net	146	15,001	$	2,884,691	$	276,091	$	(3,618	)
SHOP:		(Units)
Texas	19	3,171	$	479,786	$	136,560	$	(94,433	)
Florida	17	2,090	338,843		109,289		(86,380		)
Colorado	5	687	206,592		35,414		(20,849		)
Maryland	7	644	185,982		34,768		(26,261		)
Illinois	4	771	143,924		38,960		(28,447		)
Other (18 States)	41	4,345	707,302		192,985		(157,942		)
Total SHOP	93	11,708	$	2,062,429	$	547,976	$	(414,312	)

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Facility Location	Number of Facilities	Capacity	Gross Asset Value(1)		Real Estate Revenues(2)		Operating Expenses
Life science:		(Sq. Ft.)
California	113	5,805	$	3,765,565	$	357,868	$	(79,714	)
Other (3 States)	11	910	417,629		37,196		(12,028		)
Total life science	124	6,715	$	4,183,194	$	395,064	$	(91,742	)
Medical office:		(Sq. Ft.)
Texas	67	5,910	$	1,103,777	$	143,567	$	(59,163	)
Pennsylvania	4	1,054	329,054		28,875		(12,364		)
South Carolina	20	1,028	314,304		10,758		(1,601		)
California	17	955	302,725		35,862		(16,234		)
Other (29 States)	159	10,301	2,042,081		289,957		(100,497		)
Total medical office	267	19,248	$	4,091,941	$	509,019	$	(189,859	)
Other—Hospital(4):		(Beds)
Texas	4	1,077	$	232,715	$	39,196	$	(5,240	)
California	2	111	143,500		19,406		(127		)
Other (7 States)	8	988	150,965		28,778		(140		)
	14	2,176	$	527,180	$	87,380	$	(5,507	)
Other—U.K.:		(Units)
Other (U.K.)(5)	—	—	—		19,492		—
Other—SNF:		(Beds)
Virginia	1	120	16,780		1,261		—
Total other non-reportable segments	15		$	543,960	$	108,133	$	(5,507	)
Total properties	645		$	13,766,215	$	1,836,283	$	(705,038	)

_______________________________________

(1) Represents gross real estate and the carrying value of DFLs. Gross real estate represents the carrying amount of real estate after adding back accumulated depreciation and amortization. Excludes real estate held for sale with an aggregate gross asset value of $131 million.

(2) Represent the combined amount of rental and related revenues, resident fees and services and income from DFLs.

(3) Represents leased properties that are classified as DFLs.

(4) Includes leased properties that are classified as DFLs.

(5) Represents real estate revenues generated from real estate assets that were deconsolidated in June 2018 (see Note 5 to the Consolidated Financial Statements).

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Occupancy and Annual Rent Trends

The following table summarizes occupancy and average annual rent trends for our consolidated property and DFL investments for the years ended December 31 (average occupied square feet in thousands):

	2018			2017			2016			2015			2014
Senior housing triple-net:
Average annual rent per unit(1)	$	16,449		$	15,352		$	14,604		$	14,544		$	13,907
Average capacity (available units)	16,914			21,536			28,455			28,777			33,917
SHOP:
Average annual rent per unit(1)	$	48,433		$	41,133		$	42,851		$	41,435		$	38,017
Average capacity (available units)	11,248			12,758			16,028			12,704			6,408
Life science:
Average occupancy percentage	95		%	96		%	98		%	97		%	93		%
Average annual rent per square foot(1)	$	54		$	52		$	48		$	46		$	46
Average occupied square feet	7,078			6,841			7,332			7,179			6,637
Medical office:
Average occupancy percentage	92		%	92		%	91		%	91		%	91		%
Average annual rent per square foot(1)	$	29		$	28		$	28		$	28		$	28
Average occupied square feet	17,280			16,674			15,697			14,677			13,136
Other non-reportable segments:
Average annual rent per bed - Hospital(1)	$	39,246		$	38,017		$	39,076		$	39,834		$	38,756
Average capacity (available beds) - Hospital	2,147			2,161			2,271			2,187			2,184
Average annual rent per unit - U.K.(1)(2)	—			9,097			9,200			10,048			11,240
Average capacity (available units) - U.K.(2)	—			3,188			3,190			2,515			501
Average annual rent per bed - SNF(1)	10,504			10,298			10,803			8,292			8,062
Average capacity (available beds) - SNF	120			120			426			1,047			1,022

_______________________________________

(1) Average annual rent is presented as a ratio of revenues comprised of rental and related revenues and income from DFLs divided by the average capacity or average occupied square feet of the facilities. Average annual rent for leased properties (including DFLs) excludes termination fees and non-cash revenue adjustments (i.e., straight-line rents, amortization of market lease intangibles, DFL non-cash interest and the impact of deferred community fee income).

(2) Our investments in the U.K. were deconsolidated in June 2018 (see Note 5 to the Consolidated Financial Statements).

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Tenant Lease Expirations

The following table shows tenant lease expirations, including those related to DFLs, for the next 10 years and thereafter at our consolidated properties, assuming that none of the tenants exercise any of their renewal or purchase options, unless otherwise noted below, and excludes properties in our SHOP segment and assets held for sale as of and for the year ended December 31, 2018 (dollars and square feet in thousands):

	Expiration Year
Segment	Total		2019(1)		2020		2021		2022		2023		2024		2025		2026		2027		2028		Thereafter
Senior housing triple-net:
Properties	146		2		22		6		1		24		9		5		6		4		15		52
Base rent(2)	$	263,173	$	2,305	$	40,753	$	7,969	$	1,548	$	46,215	$	13,445	$	9,354	$	4,316	$	12,359	$	36,949	$	87,960
% of segment base rent	100		1		15		3		1		18		5		4		2		5		14		32
Life science:
Square feet	6,488		604		546		850		632		639		111		1,035		379		489		338		865
Base rent(2)	$	285,294	$	24,653	$	19,890	$	50,365	$	21,345	$	36,210	$	6,213	$	46,238	$	17,955	$	22,898	$	15,079	$	24,448
% of segment base rent	100		9		7		18		7		13		2		16		6		8		5		9
Medical office:
Square feet	17,731		2,806		2,444		1,923		1,796		1,530		888		2,084		795		735		1,325		1,405
Base rent(2)	$	415,123	$	69,775	$	63,355	$	48,606	$	45,566	$	39,366	$	24,008	$	36,526	$	20,040	$	15,229	$	28,161	$	24,491
% of segment base rent	100		17		15		12		11		9		6		9		5		4		7		5
Other non-reportable segments:
Properties	15		—		1		1		5		—		6		1		—		—		—		1
Base rent(2)	$	75,370	$	—	$	8,145	$	1,619	$	14,099	$	—	$	22,972	$	20,051	$	—	$	—	$	—	$	8,484
% of segment base rent	100		—		11		2		19		—		30		27		—		—		—		11
Total:
Base rent(2)	$	1,038,960	$	96,733	$	132,143	$	108,559	$	82,558	$	121,791	$	66,638	$	112,169	$	42,311	$	50,486	$	80,189	$	145,383
% of total base rent	100		9		13		10		8		12		6		11		4		5		8		14

_______________________________________

(1) Includes month-to-month leases.

(2) The most recent month’s (or subsequent month’s, if acquired in the most recent month) base rent, including additional rent floors and cash income from DFLs, annualized for 12 months. Base rent does not include tenant recoveries, additional rents in excess of floors and non-cash revenue adjustments (i.e., straight-line rents, amortization of market lease intangibles, DFL non-cash interest and deferred revenues).

See the “Tenant Purchase Options” section of Note 6 to the Consolidated Financial Statements for additional information on leases subject to purchase options. See Schedule III: Real Estate and Accumulated Depreciation, included in this report, which information is incorporated by reference in this Item 2.

ITEM 3. Legal Proceedings

Except as described below, we are not aware of any legal proceedings or claims that we believe could have, individually or taken together, a material adverse effect on our financial condition, results of operations or cash flows.

See “Legal Proceedings” section of Note 11 to the Consolidated Financial Statements for information regarding legal proceedings, which information is incorporated by reference in this Item 3.

ITEM 4. Mine Safety Disclosures

None.

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PART II

ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “HCP.”

At January 31, 2019, we had 8,945 stockholders of record, and there were 184,033 beneficial holders of our common stock.

Dividends (Distributions)

It has been our policy to declare quarterly dividends to common stockholders so as to comply with applicable provisions of the Code governing REITs. All distributions are made at the discretion of our Board of Directors in accordance with Maryland law. Distributions with respect to our common stock can be characterized for federal income tax purposes as ordinary dividends, capital gains, nondividend distributions or a combination thereof. The following table shows the characterization of our annual common stock distributions per share:

	Year Ended December 31,
	2018		2017		2016
Ordinary dividends(1)	$	0.9578	$	1.4800	$	1.5561
Capital gains	0.5222		—		—
Nondividend distributions	—		—		6.7089
	$	1.4800	$	1.4800	$	8.2650	(2)

_______________________________________

(1) The 2018 amount includes $0.0164 of qualified dividend income for purposes of Code Section 1(h)(11), and $0.9414 of qualified business income for purposes of Code Section 199A.

(2) Consists of $2.095 per common share of quarterly cash dividends and $6.17 per common share of stock dividends related to the spin-off (the “Spin-Off”) of Quality Care Properties, Inc. (“QCP”) (discussed below).

HCP common stockholders on October 24, 2016, the record date for the Spin-Off (the “Record Date”), received upon the Spin-Off on October 31, 2016 one share of QCP common stock for every five shares of HCP common stock they held as of the Record Date (the “Distributed Shares”) and cash in lieu of fractional shares of QCP. For U.S. federal income tax purposes, HCP reported the fair market value of the QCP common stock distributed per each share of HCP common stock outstanding on the Record Date was $6.17, or $30.85 for each share of QCP common stock. Accordingly, every HCP common stockholder who received a Distributed Share has a tax cost basis of $30.85 per Distributed Share.

On January 31, 2019, we announced that our Board of Directors declared a quarterly common stock cash dividend of $0.37 per share. The common stock dividend will be paid on February 28, 2019 to stockholders of record as of the close of business on February 19, 2019.

Issuer Purchases of Equity Securities

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 December 31, 2018.

Period Covered	Total Number of Shares Purchased(1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased Under the Plans or Programs
October 1-31, 2018	448	$	27.35	—	—
November 1-30, 2018	—	—		—	—
December 1-31, 2018	2,798	27.88		—	—
Total	3,246	$	27.81	—	—

_______________________________________

(1) Represents restricted shares withheld under our equity incentive plans to offset tax withholding obligations that occur upon vesting of restricted shares. The value of the shares withheld is based on the closing price of our common stock on the last trading day prior to the date the relevant transaction occurred.

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Performance Graph

The graph and table below compare the cumulative total return of HCP, the S&P 500 Index and the Equity REIT Index of NAREIT, from January 1, 2014 to December 31, 2018. Total cumulative return is based on a $100 investment in HCP common stock and in each of the indices at the close of trading on December 31, 2013 and assumes quarterly reinvestment of dividends before consideration of income taxes. Stockholder returns over the indicated periods should not be considered indicative of future stock prices or stockholder returns.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN

AMONG S&P 500, EQUITY REITS AND HCP, INC.

RATE OF RETURN TREND COMPARISON

JANUARY 1, 2014–DECEMBER 31, 2018

(JANUARY 1, 2014 = $100)

Performance Graph Total Stockholder Return

	December 31,
	2014		2015		2016		2017		2018
FTSE NAREIT Equity REIT Index	$	128.03	$	131.65	$	143.32	$	155.75	$	149.42
S&P 500	113.68		115.24		129.02		157.17		150.27
HCP, Inc.	127.80		117.53		106.52		98.26		111.71

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ITEM 6. Selected Financial Data

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 thousands, except per share data):

	Year Ended December 31,
	2018		2017		2016		2015			2014
Statement of operations data:
Total revenues	$	1,846,689	$	1,848,378	$	2,129,294	$	1,940,489		$	1,636,833
Income (loss) from continuing operations	1,073,474		422,634		374,171		152,668			271,315
Net income (loss) applicable to common shares	1,058,424		413,013		626,549		(560,552		)	919,796
Basic earnings per common share:
Continuing operations	2.25		0.88		0.77		0.30			0.56
Discontinued operations	—		—		0.57		(1.51		)	1.45
Net income (loss) applicable to common shares	2.25		0.88		1.34		(1.21		)	2.01
Diluted earnings per common share:
Continuing operations	2.24		0.88		0.77		0.30			0.56
Discontinued operations	—		—		0.57		(1.51		)	1.44
Net income (loss) applicable to common shares	2.24		0.88		1.34		(1.21		)	2.00
Balance sheet data:
Total assets	12,718,553		14,088,461		15,759,265		21,449,849			21,331,436
Debt obligations(1)	5,567,908		7,880,466		9,189,495		11,069,003			9,721,269
Total equity	6,512,591		5,594,938		5,941,308		9,746,317			10,997,099
Other data:
Dividends paid	696,913		694,955		979,542		1,046,638			1,001,559
Dividends paid per common share(2)	1.480		1.480		2.095		2.260			2.180
Funds from operations (“NAREIT FFO”)(3)	780,189		661,113		1,119,153		(10,841		)	1,381,634
Diluted NAREIT FFO per common share(3)	1.66		1.41		2.39		(0.02		)	3.00
FFO as adjusted(3)	857,233		918,402		1,282,390		1,470,167			1,398,691
Diluted FFO as adjusted per common share(3)	1.82		1.95		2.74		3.16			3.04
Funds available for distribution (“FAD”)(3)	746,397		803,720		1,215,696		1,261,849			1,178,822

_______________________________________

(1) Includes bank line of credit, term loans, senior unsecured notes, mortgage debt and other debt.

(2) Represents cash dividends. Additionally, in October 2016 we issued $6.17 per common share of stock dividends related to the Spin-Off.

(3) For a more detailed discussion and reconciliation of NAREIT FFO, FFO as adjusted and FAD, see "Results of Operations" and “Non-GAAP Financial Measure Reconciliations” in Item 7 of this report.

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ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The information set forth in this Item 7 is intended to provide readers with an understanding of our financial condition, changes in financial condition and results of operations. We will discuss and provide our analysis in the following order:

• 2018 Transaction Overview

• Dividends

• Results of Operations

• Liquidity and Capital Resources

• Contractual Obligations

• Off-Balance Sheet Arrangements

• Inflation

• Non-GAAP Financial Measure Reconciliations

• Critical Accounting Policies

• Recent Accounting Pronouncements

2018 Transaction Overview

Mountain View Campus Sale

• In November 2018, we sold our Shoreline Technology Center life science campus located in Mountain View, California for $1.0 billion and recognized a gain on sale of $726 million.

MSREI MOB JV

• In August 2018, HCP and Morgan Stanley Real Estate Investment (“MSREI”) formed a joint venture (the “MSREI JV”) to own a portfolio of MOBs, which HCP owns 51% of and consolidates. To form the MSREI JV, MSREI contributed cash of $298 million and HCP contributed nine wholly-owned MOBs (the “Contributed Assets”). The Contributed Assets are primarily located in Texas and Florida and were valued at approximately $320 million at the time of contribution. The MSREI JV used substantially all of the cash contributed by MSREI to acquire an additional portfolio of 16 MOBs in Greenville, South Carolina (the “Greenville Portfolio”) for $285 million. Concurrent with acquiring the additional MOBs, the MSREI JV entered into 10-year leases with an anchor tenant on each MOB in the Greenville Portfolio, which accounts for approximately 93% of the total leasable space in the portfolio.

Brookdale Transactions Update

• In 2018, we sold six agreed upon facilities to Brookdale for $275 million.

• In March 2018, we completed the acquisition of Brookdale’s noncontrolling interest in RIDEA I for $63 million.

• During the fourth quarter of 2018, we completed the sale of 11 senior housing triple-net and eight SHOP facilities previously leased to Brookdale for $377 million.

• As of December 31, 2018, we had completed the transition of 38 assets previously operated by Brookdale to other operators.

See Note 3 to the Consolidated Financial Statements for additional information.

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U.K. Investment Update

• In June 2018, we entered into a joint venture with an institutional investor (the “U.K. JV”) through which we sold a 51% interest in U.K. assets previously owned by us (the "U.K. Portfolio”) based on a total value of £382 million ($507 million). We retained a 49% noncontrolling interest in the joint venture and received gross proceeds of $402 million, including proceeds from the refinancing of our previously held intercompany loans. Upon closing the U.K. JV, we deconsolidated the U.K. Portfolio, recognized our retained noncontrolling interest investment at fair value ($105 million) and recognized a gain on sale of $11 million. We expect to sell our remaining 49% interest by no later than 2020.

Other Real Estate and Loan Transactions

• In March 2018, we sold our Tandem Health Care mezzanine loan (“Tandem Mezzanine Loan”) to a third party for approximately $112 million, resulting in an impairment recovery, net of transaction costs and fees, of $3 million.

• In June 2018, we sold our remaining 40% ownership interest in RIDEA II for $91 million and caused Columbia Pacific Advisors, LLC to refinance our $242 million of loans receivable from RIDEA II, which resulted in total proceeds of $332 million.

• In 2016, we provided a £105 million ($131 million at closing) bridge loan (the “U.K. Bridge Loan”) to Maria Mallaband Care Group Ltd. ("MMCG") to fund the acquisition of a portfolio of seven care homes in the U.K. Under the bridge loan, we retained a call option to acquire those seven care homes at a future date for £105 million. In March 2018, in conjunction with MMCG and HCP satisfying the conditions necessary to exercise our call option to acquire the seven care homes, we began consolidating the real estate. In June 2018, we completed the process of exercising the call option. The seven care homes acquired through the call option were included in the U.K. JV transaction (see U.K. Investment Update above). See Notes 5, 7 and 19 to the Consolidated Financial Statements for additional information.

• In November 2018, we acquired the outstanding equity interests in three life science joint ventures (which owned four buildings) for $92 million, bringing our equity ownership to 100% for all three joint ventures. As a result, we recognized a gain on consolidation of $50 million.

• Additionally, during the year ended December 31, 2018, we sold: (i) 19 SHOP facilities, (ii) four life science assets, (iii) four MOBs and (iv) an undeveloped land parcel for a total of $451 million.

• In November 2018, we entered into definitive agreements to acquire two life science buildings in South San Francisco, California, adjacent to The Shore at Sierra Point development, for $245 million. We made a $15 million nonrefundable deposit upon completing due diligence and expect to close the transaction during the first half of 2019.

• In January and February 2019, we acquired a life science facility for $71 million and development rights at an adjacent undeveloped land parcel for consideration of up to $27 million. The existing facility and land parcel are located in Cambridge, Massachusetts.

Financing Activities

• On July 3, 2018, we exercised our right to repay the outstanding £169 million balance under our term loan and re-borrow $224 million with all other key terms unchanged. We repaid the full balance of our term loan in November 2018.

• On July 16, 2018, we repaid all $700 million outstanding of our 5.375% senior unsecured notes due 2021 and recorded a loss on debt extinguishment of approximately $44 million.

• On November 8, 2018, we repaid all $450 million outstanding of our 3.75% senior unsecured notes due in 2019 at par.

• During the fourth quarter of 2018, we issued 5.4 million shares of common stock under our at-the-market equity offering program for total net proceeds of $154 million.

• In December 2018, we issued two million shares for total net proceeds of $57 million and entered into a forward equity sales agreement to sell up to an aggregate of 15.25 million additional shares on or before December 13, 2019 at an initial net price of $28.60 per share, after underwriting discounts and commissions.

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• During 2018, we used proceeds from dispositions primarily to repay $933 million of outstanding net borrowings under our revolving line of credit facility.

Developments and Redevelopments

• In March 2018, we acquired the rights to develop a new 214,000 square foot life science facility on our existing Hayden Research Campus in Lexington, Massachusetts for $21 million. The development, 75 Hayden, will be a four-story, purpose-built Class A life science facility and parking garage.

• In September and October 2018, we signed two leases totaling 222,000 square feet at The Shore at Sierra Point in South San Francisco, bringing the $224 million first phase of the development to 100% pre-leased. The Shore at Sierra Point is a 23-acre waterfront life science development offering state-of-the-art laboratory and office space along with premier amenities.

• During the third quarter of 2018, we commenced a program with HCA Healthcare to develop primarily on-campus MOBs. As of December 31, 2018, we had begun construction on one MOB with an estimated cost of $26 million.

Dividends

Quarterly cash dividends paid during 2018 aggregated to $1.48 per share. On January 31, 2019, our Board of Directors declared a quarterly cash dividend of $0.37 per common share. The dividend will be paid on February 28, 2019 to stockholders of record as of the close of business on February 19, 2019.

Results of Operations

We evaluate our business and allocate resources among our reportable business segments: (i) senior housing triple-net, (ii) senior housing operating portfolio (SHOP), (iii) life science and (iv) medical office.Under the medical office and life science segments, we invest through the acquisition and development of MOBs and life science facilities, which generally require a greater level of property management. Our senior housing facilities are managed utilizing triple-net leases and RIDEA structures. We have other non-reportable segments that are comprised primarily of our debt investments, hospital properties, unconsolidated joint ventures and U.K. investments. We evaluate performance based upon: (i) property net operating income from continuing operations (“NOI”) and (ii) adjusted NOI (cash NOI) in each segment. The accounting policies of the segments are the same as those described in the summary of significant accounting policies (see Note 2 to the Consolidated Financial Statements).

Non-GAAP Financial Measures

Net Operating Income

NOI and Adjusted NOI are non-U.S. generally accepted accounting principles (“GAAP”) supplemental financial measures used to evaluate the operating performance of real estate. NOI is defined as real estate revenues (inclusive of rental and related revenues, resident fees and services, and income from direct financing leases), less property level operating expenses (which exclude transition costs); NOI excludes all other financial statement amounts included in net income (loss) as presented in Note 13 to the Consolidated Financial Statements. 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 unlevered basis. Adjusted NOI is calculated as NOI after eliminating the effects of straight-line rents, DFL non-cash interest, amortization of market lease intangibles, termination fees, actuarial reserves for insurance claims that have been incurred but not reported, and the impact of deferred community fee income and expense. Adjusted NOI is oftentimes referred to as “Cash NOI.” NOI and Adjusted NOI exclude our share of income (loss) generated by unconsolidated joint ventures, which is recognized in equity income (loss) from unconsolidated joint ventures in the consolidated statements of operations. 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 and Adjusted NOI. NOI and Adjusted NOI should not be viewed as alternative measures of operating performance to net income (loss) as defined by GAAP since they do not reflect various excluded items. Further, our definitions of NOI and Adjusted NOI may not be comparable to the definitions used by other REITs or real estate companies, as they may use different methodologies for calculating NOI and Adjusted NOI. For a reconciliation of NOI and Adjusted NOI to net income (loss) by segment, refer to Note 13 to the Consolidated Financial Statements.

Operating expenses generally relate to leased medical office and life science properties and SHOP facilities. 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.

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Same Property Portfolio

SPP NOI and Adjusted (Cash) NOI information allows us to evaluate the performance of our property portfolio under a consistent population by eliminating changes in the composition of our consolidated portfolio of properties. SPP NOI excludes certain non-property specific operating expenses that are allocated to each operating segment on a consolidated basis.

Properties are included in SPP once they are stabilized for the full period in both comparison periods. 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. Properties that experience a change in reporting structure, such as a transition from a triple-net lease to a RIDEA reporting structure, are considered stabilized after 12 months in operations under a consistent reporting structure. A property is removed from SPP when it is classified as held for sale, sold, placed into redevelopment, experiences a casualty event that significantly impacts operations or changes its reporting structure (such as triple-net to SHOP).

For a reconciliation of SPP to total portfolio Adjusted NOI and other relevant disclosures by segment, refer to our Segment Analysis below.

Funds From Operations ("FFO")

FFO encompasses NAREIT FFO and FFO as adjusted, each of which is described in detail below. We believe FFO applicable to common shares, diluted FFO applicable to common shares, and diluted FFO per common share are important supplemental non-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.

NAREIT FFO. 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 real estate-related depreciation and amortization, and adjustments to compute our share of NAREIT 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 NAREIT 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. For consolidated joint ventures in which we do not own 100%, we reflect our share of the equity by adjusting our NAREIT 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 NAREIT FFO 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.

NAREIT 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 NAREIT FFO in accordance with the current NAREIT definition; however, other REITs may report NAREIT FFO differently or have a different interpretation of the current NAREIT definition from ours.

FFO as adjusted. In addition, we present NAREIT FFO on an adjusted basis before the impact of non-comparable items including, but not limited to, transaction-related items, impairments (recoveries) of non-depreciable assets, losses (gains) from the sale of non-depreciable assets, severance and related charges, prepayment costs (benefits) associated with early retirement or payment of debt, litigation costs (recoveries), casualty-related charges (recoveries), foreign currency remeasurement losses (gains) and changes in tax legislation (“FFO as adjusted”). Transaction-related items include transaction expenses and gains/charges incurred as a result of mergers and acquisitions and lease amendment or termination activities. Prepayment costs (benefits) associated with

40

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. 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 certain other adjustments to net income (loss), in addition to adjustments made to arrive at the NAREIT defined measure of FFO. 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. For a reconciliation of net income (loss) to NAREIT FFO and FFO as adjusted and other relevant disclosure, refer to “Non-GAAP Financial Measures Reconciliations” below.

Funds Available for Distribution

FAD is defined as FFO as adjusted after excluding the impact of the following: (i) amortization of deferred compensation expense, (ii) amortization of deferred financing costs, net, (iii) straight-line rents, (iv) deferred income taxes, (v) amortization of acquired market lease intangibles, net, (vi) non-cash interest related to DFLs and lease incentive amortization (reduction of straight-line rents), (vii) actuarial reserves for insurance claims that have been incurred but not reported, and (viii) deferred revenues, excluding amounts amortized into rental income that are associated with tenant funded improvements owned/recognized by us and up-front cash payments made by tenants to reduce their contractual rents. Also, FAD: (i) is computed after deducting recurring capital expenditures, including second generation leasing costs and second generation tenant and capital improvements, and (ii) includes lease restructure payments and adjustments to compute our share of FAD from our unconsolidated joint ventures and those related to CCRC non-refundable entrance fees. Certain prior period amounts in the “Non-GAAP Financial Measures Reconciliation” below for FAD have been reclassified to conform to the current period presentation. More specifically, recurring capital expenditures, including second generation leasing costs and second generation tenant and capital improvements ("FAD capital expenditures") excludes our share from unconsolidated joint ventures (reported in “other FAD adjustments”). 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 FAD 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 FAD to remove the third party ownership share of the applicable reconciling items based on actual ownership percentage for the applicable periods (reported in “other FAD adjustments”). See FFO for further disclosure regarding our use of pro-rata share information and its limitations. Other REITs or real estate companies may use different methodologies for calculating FAD, and accordingly, our FAD may not be comparable to those reported by other REITs. Although our FAD computation may not be comparable to that of other REITs, management believes FAD provides a meaningful supplemental measure of our performance and is frequently used by analysts, investors, and other interested parties in the evaluation of our performance as a REIT. We believe FAD is an alternative run-rate earnings measure that improves the understanding of our operating results among investors and makes comparisons with: (i) expected results, (ii) results of previous periods and (iii) results among REITs more meaningful. FAD does not represent cash generated from operating activities determined in accordance with GAAP and is not necessarily indicative of cash available to fund cash needs as it excludes the following items which generally flow through our cash flows from operating activities: (i) adjustments for changes in working capital or the actual timing of the payment of income or expense items that are accrued in the period, (ii) transaction-related costs, (iii) litigation settlement expenses, (iv) severance-related expenses and (v) actual cash receipts from interest income recognized on loans receivable (in contrast to our FAD adjustment to exclude non-cash interest and depreciation related to our investments in direct financing leases). Furthermore, FAD is adjusted for recurring capital expenditures, which are generally not considered when determining cash flows from operations or liquidity. FAD is a non-GAAP supplemental financial measure and should not be considered as an alternative to net income (loss) determined in accordance with GAAP. For a reconciliation of net income (loss) to FAD and other relevant disclosure, refer to “Non-GAAP Financial Measures Reconciliations” below.

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Comparison of the Year Ended December 31, 2018 to the Year Ended December 31, 2017 and the Year Ended December 31, 2017 to the Year Ended December 31, 2016

Overview⁽¹⁾ 

2018 and 2017

The following table summarizes results for the years ended December 31, 2018 and 2017 (dollars in thousands):

	Year Ended December 31,
	2018		2017		Change
Net income (loss) applicable to common shares	$	1,058,424	$	413,013	$	645,411
NAREIT FFO	780,189		661,113		119,076
FFO as adjusted	857,233		918,402		(61,169		)
FAD	746,397		803,720		(57,323		)

_______________________________________

(1) For the reconciliation of non-GAAP financial measures, see “Non-GAAP Financial Measure Reconciliations” section below.

Net income (loss) applicable to common shares ("net income (loss)") increased primarily as a result of the following:

• a larger net gain on sales of real estate during 2018 compared to 2017, primarily related to the sale of our Shoreline Technology Center life science campus in November 2018;

• increased NOI from: (i) annual rent escalations, (ii) 2017 and 2018 acquisitions, and (iii) development and redevelopment projects placed in service during 2017 and 2018;

• a gain on consolidation related to the acquisition of the outstanding equity interests in three life science joint ventures in November 2018;

• impairments of our mezzanine loan facility to Tandem Health Care (the “Tandem Mezzanine Loan”) in 2017;

• a net charge to NOI from the November 2017 transactions with Brookdale (the "2017 Brookdale Transactions" - see Note 3 to the Consolidated Financial Statements);

• a reduction in interest expense as a result of debt repayments, primarily in the second and third quarters of 2017 and throughout 2018, partially offset by an increased average balance under our revolving credit facility during 2018;

• higher income tax expense in 2017 related to the impact of new tax rate legislation, partially offset by tax benefits from higher sales volume during 2017;

• a reduction in litigation-related costs from securities class action litigation, and a one-time legal settlement in 2017;

• a reduction in loss on debt extinguishment related to the repurchases of our senior notes in July 2018 compared to July 2017; and

• casualty-related charges incurred due to hurricanes in the third quarter of 2017.

The increase in net income (loss) was partially offset by:

• a reduction in NOI in our senior housing triple-net segment, primarily as a result of the sale of senior housing triple-net assets and the transition of senior housing triple-net assets to SHOP during 2017 and 2018;

• a reduction in NOI in our SHOP segment, primarily as a result of occupancy declines and higher labor costs;

• a loss on consolidation of seven care homes in the U.K. during the first quarter of 2018;

• a reduction in income related to the gain on sale of our £138.5 million par value Four Seasons Health Care’s senior notes (the “Four Seasons Notes”) during 2017;

• increased impairment charges on real estate asset recognized during 2018 compared to 2017;

42

• a reduction in income as a result of: (i) asset sales during 2017 and 2018 and (ii) selling interests into the U.K. JV and MSREI JV (see Notes 4 and 5 to the Consolidated Financial Statements);

• a reduction in interest income due to the: (i) payoff of our HC-One mezzanine loan (the "HC-One Facility") in June 2017 and (ii) sale of our Tandem Mezzanine Loan in March 2018;

• increased depreciation and amortization expense as a result of: (i) assets acquired during 2017 and 2018 and (ii) development and redevelopment projects placed into operations during 2017 and 2018, primarily in our life science and medical office segments, partially offset by decreased depreciation and amortization from asset sales during 2017 and 2018;

• a reduction in equity income from unconsolidated joint ventures as a result of the sale of our equity method investment in RIDEA II in June 2018, partially offset by additional equity income from the U.K. JV; and

• an increase in severance and related charges during 2018 primarily related to the departure of our former Executive Chairman compared to severance and related charges primarily related to the departure of our former Chief Accounting Officer ("CAO") in 2017.

NAREIT FFO increased primarily as a result of the aforementioned events impacting net income (loss), except for the following, which are excluded from NAREIT FFO:

• gains on sales of real estate, including related tax impacts;

• depreciation and amortization expense;

• impairments of facilities within our senior housing triple-net and SHOP segments; and

• net gain on consolidation.

FFO as adjusted decreased primarily as a result of the aforementioned events impacting NAREIT FFO, except for the following, which are excluded from FFO as adjusted:

• the net charge to NOI from the 2017 Brookdale Transactions;

• the impact of tax rate legislation during the fourth quarter of 2017;

• severance and related charges;

• losses on debt extinguishments;

• litigation-related costs;

• casualty-related charges;

• the gain on sale of our Four Seasons Notes during the first quarter of 2017; and

• the impairments of our Tandem Mezzanine Loan in 2017 and an undeveloped life science land parcel in 2018.

FAD decreased primarily as a result of the aforementioned events impacting FFO as adjusted, except for the impact of straight-line rents, which is excluded from FAD. The decrease in FAD was partially offset by lower FAD capital expenditures.

43

2017 and 2016

On October 31, 2016, we completed the Spin-Off of QCP. The Spin-Off included 338 properties, primarily comprised of the HCR ManorCare, Inc. (“HCRMC”) DFL investments and an equity investment in HCRMC.

The following table summarizes results for the years ended December 31, 2017 and 2016 (dollars in thousands):

	Year Ended December 31,
	2017		2016		Change
Net income (loss) applicable to common shares	$	413,013	$	626,549	$	(213,536	)
NAREIT FFO	661,113		1,119,153		(458,040		)
FFO as adjusted	918,402		1,282,390		(363,988		)
FAD	803,720		1,215,696		(411,976		)

Net income (loss) decreased primarily as a result of the following:

• a reduction in net income from discontinued operations due to the Spin-Off of QCP on October 31, 2016;

• a loss on debt extinguishment in July 2017, representing a premium for early payment on the repurchase of our senior notes;

• a reduction in rental and related revenues primarily as a result of assets sold during 2017, including the sale of 64 senior housing triple-net assets in the first quarter of 2017;

• a reduction in NOI primarily related to the net impact of the 2017 Brookdale Transactions;

• a reduction in earnings due to the partial sale and deconsolidation of RIDEA II during the first quarter of 2017;

• impairments related to: (i) the Tandem Mezzanine Loan and (ii) 11 underperforming senior housing triple-net facilities in the third quarter of 2017;

• increased litigation-related costs, including costs from securities class action litigation, and a one-time legal settlement in 2017;

• casualty-related charges due to hurricanes in the third quarter of 2017; and

• a reduction in interest income due to: (i) the payoffs of our HC-One Facility in June 2017 and a participating development loan during the third quarter of 2016 and (ii) decreased interest received from our Tandem Mezzanine Loan during the fourth quarter of 2017, partially offset by additional interest income in 2017 from our U.K. Bridge Loan.

The decrease in net income (loss) was partially offset by:

• a reduction in interest expense as a result of debt repayments in the fourth quarter of 2016 and throughout 2017;

• a reduction in severance and related charges primarily related to the departure of our former President and Chief Executive Officer ("CEO") in 2016 compared to severance and related charges primarily related to the departure of our former CAO in 2017;

• a larger net gain on sales of real estate during 2017 compared to 2016, primarily related to the sale of 64 senior housing triple-net assets and the partial sale of RIDEA II during 2017;

• an increase in income tax benefit primarily from real estate dispositions during 2017, partially offset by an income tax expense related to the impact of tax rate legislation during the fourth quarter of 2017; and

• an increase in other income primarily related to the gain on sale of our Four Seasons Notes during 2017.

NAREIT FFO decreased primarily as a result of the aforementioned events impacting net income (loss), except for gain on sales of real estate and impairments of real estate, which are excluded from NAREIT FFO.

44

FFO as adjusted decreased primarily as a result of the following:

• a reduction in net income from discontinued operations due to the Spin-Off of QCP on October 31, 2016;

• a reduction in rental and related revenues primarily as a result of assets sold during 2017, including the sale of 64 senior housing triple-net assets;

• a reduction in earnings due to the partial sale and deconsolidation of RIDEA II during the first quarter of 2017; and

• a reduction in interest income due to: (i) the payoffs of our HC-One Facility in June 2017 and a participating development loan during the third quarter of 2016 and (ii) decreased interest received from our Tandem Mezzanine Loan during the fourth quarter of 2017, partially offset by additional interest income in 2017 from our U.K. Bridge Loan.

The decrease in FFO as adjusted was partially offset by a reduction in interest expense as a result of debt repayments in the fourth quarter of 2016 and throughout 2017.

FAD decreased primarily as a result of the aforementioned events impacting FFO as adjusted, (i) increased leasing costs and tenant capital improvements and (ii) decreased installment payments received from Brookdale for 2014 lease terminations that were paid over a period of three years and concluded in 2017.

Segment Analysis

The tables below provide selected operating information for our SPP and total property portfolio for each of our reportable segments. For the year ended December 31, 2018, our SPP consists of 522 properties representing properties acquired or placed in service and stabilized on or prior to January 1, 2017 and that remained in operations under a consistent reporting structure through December 31, 2018. For the year ended December 31, 2017, our SPP consisted of 617 properties acquired or placed in service and stabilized on or prior to January 1, 2016 and that remained in operations under a consistent reporting structure through December 31, 2017. Our total consolidated property portfolio consisted of 645, 744 and 851 properties at December 31, 2018, 2017 and 2016, respectively, excluding properties in the Spin-Off.

Senior Housing Triple-Net

2018 and 2017

The following table summarizes results at and for the years ended December 31, 2018 and 2017 (dollars in thousands except per unit data):

	SPP									Total Portfolio(1)
	2018			2017			Change			2018			2017			Change
Real estate revenues(2)	$	245,737		$	239,273		$	6,464		$	276,091		$	313,547		$	(37,456	)
Operating expenses	(377		)	(371		)	(6		)	(3,618		)	(3,819		)	201
NOI	245,360			238,902			6,458			272,473			309,728			(37,255		)
Adjustments to NOI	4,274			5,899			(1,625		)	2,127			17,098			(14,971		)
Adjusted NOI	$	249,634		$	244,801		$	4,833		274,600			326,826			(52,226		)
Non-SPP adjusted NOI										(24,966		)	(82,025		)	57,059
SPP adjusted NOI										$	249,634		$	244,801		$	4,833
SPP Adjusted NOI % change							2.0		%
Property count(3)	146			146						146			181
Average capacity (units)(4)	15,002			15,000						16,914			21,536
Average annual rent per unit	$	16,665		$	16,345					$	16,449		$	15,352

_______________________________________

(1) Total Portfolio includes results of operations from disposed properties and properties that transitioned segments through the disposition or transition date.

(2) Represents rental and related revenues and income from DFLs.

(3) From our 2017 presentation of SPP, we removed 11 senior housing triple-net properties that were sold and 22 senior housing triple-net properties that were transitioned to our SHOP segment.

(4) Represents average capacity as reported by the respective tenants or operators for the 12-month period and a quarter in arrears from the periods presented.

45

SPP NOI and Adjusted NOI increased primarily as a result of annual rent escalations. The increase in Adjusted NOI was partially offset by rent reductions under the 2017 Brookdale Transactions.

Total Portfolio NOI and Adjusted NOI decreased primarily as a result of the following Non-SPP impacts:

• decreased NOI from senior housing triple-net facilities sold during 2017 and 2018; and

• decreased NOI from the transfer of 25 and 22 senior housing triple-net facilities to our SHOP segment during 2017 and 2018, respectively.

The decrease in Total Portfolio NOI and Adjusted NOI is partially offset by the aforementioned increases to SPP. The decrease in Total Portfolio NOI was further offset by the net charge of triple-net lease terminations from the 2017 Brookdale Transactions.

2017 and 2016

The following table summarizes results at and for the years ended December 31, 2017 and 2016 (dollars in thousands except per unit data):

	SPP									Total Portfolio(1)
	2017			2016			Change			2017			2016			Change
Real estate revenues(2)	$	249,347		$	273,984		$	(24,637	)	$	313,547		$	423,118		$	(109,571	)
Operating expenses	(495		)	(197		)	(298		)	(3,819		)	(6,710		)	2,891
NOI	248,852			273,787			(24,935		)	309,728			416,408			(106,680		)
Adjustments to NOI	38,760			(1,374		)	40,134			17,098			(7,566		)	24,664
Adjusted NOI	$	287,612		$	272,413		$	15,199		326,826			408,842			(82,016		)
Non-SPP adjusted NOI										(39,214		)	(136,429		)	97,215
SPP adjusted NOI										$	287,612		$	272,413		$	15,199
SPP Adjusted NOI % change							5.6		%
Property count(3)	174			174						181			274
Average capacity (units)(4)	17,724			17,741						21,536			28,455
Average annual rent per unit	$	16,255		$	15,366					$	15,352		$	14,604

_______________________________________

(1) Total Portfolio includes results of operations from disposed properties and properties that transitioned segments through the disposition or transition date.

(2) Represents rental and related revenues and income from DFLs.

(3) From our 2016 presentation of SPP, we removed four senior housing triple-net properties that were sold, 25 senior housing triple-net properties that were transitioned to our SHOP segment and two senior housing triple-net properties that were classified as held for sale.

(4) Represents average capacity as reported by the respective tenants or operators for the 12-month period and a quarter in arrears from the periods presented.

SPP NOI decreased primarily as a result of the net impact of triple-net lease terminations from the 2017 Brookdale Transactions.

SPP Adjusted NOI increased primarily as a result of the following:

• annual rent escalations; and

• higher cash rent received from our portfolio of assets leased to Sunrise Senior Living.

Additionally, Total Portfolio NOI and Adjusted NOI decreased primarily as a result of the following Non-SPP impacts:

• senior housing triple-net facilities sold during 2016 and 2017; and

• the transfer of 42 senior housing triple-net facilities to our SHOP segment during 2016 and 2017.

The decrease to Total Portfolio NOI and Adjusted NOI is partially offset by (i) increased non-SPP income from five senior housing triple-net facilities acquired in the first quarter of 2016 and (ii) the aforementioned increases to SPP Adjusted NOI.

46

Senior Housing Operating Portfolio

2018 and 2017

The following table summarizes results at and for the years ended December 31, 2018 and 2017 (dollars in thousands, except per unit data):

	SPP									Total Portfolio(1)
	2018			2017			Change			2018			2017			Change
Resident fees and services	$	262,887		$	256,471		$	6,416		$	547,976		$	525,473		$	22,503
Operating expenses	(182,511		)	(183,384		)	873			(414,312		)	(396,491		)	(17,821		)
NOI	80,376			73,087			7,289			133,664			128,982			4,682
Adjustments to NOI	2,174			12,759			(10,585		)	2,875			33,227			(30,352		)
Adjusted NOI	$	82,550		$	85,846		$	(3,296	)	136,539			162,209			(25,670		)
Non-SPP adjusted NOI										(53,989		)	(76,363		)	22,374
SPP adjusted NOI										$	82,550		$	85,846		$	(3,296	)
SPP Adjusted NOI % change							(3.8		)%
Property count(2)	46			46						93			102
Average capacity (units)(3)	6,072			6,058						11,248			12,758
Average annual rent per unit	$	43,219		$	42,387					$	48,433		$	41,133

_______________________________________

(1) Total Portfolio includes results of operations from disposed properties and properties that transitioned segments through the disposition or transition date.

(2) From our 2017 presentation of SPP, we removed nine properties that were sold, eight SHOP properties that were placed into redevelopment and three SHOP properties that were classified as held for sale.

(3) Represents average capacity as reported by the respective tenants or operators for the 12-month period and a quarter in arrears from the periods presented.

SPP Adjusted NOI decreased primarily as a result of the following:

• occupancy declines and higher labor costs; partially offset by

• increased rates for resident fees and services.

SPP NOI increased primarily as a result of the net charge for management fee terminations from the 2017 Brookdale Transactions, partially offset by the aforementioned decreases to SPP Adjusted NOI.

Total Portfolio Adjusted NOI decreased primarily as a result of the aforementioned impacts to SPP and the following Non-SPP impacts:

• decreased NOI from our partial sale of RIDEA II in the first quarter of 2017; and

• decreased NOI from SHOP assets sold in 2017 and 2018; partially offset by

• increased NOI from the transfer of 25 and 22 senior housing triple-net assets to our SHOP segment during 2017 and 2018, respectively.

Total Portfolio NOI increased primarily a result of the net charge for management fee terminations from the 2017 Brookdale Transactions, partially offset by the aforementioned decreases to Total Portfolio Adjusted NOI.

47

2017 and 2016

The following table summarizes results at and for the years ended December 31, 2017 and 2016 (dollars in thousands, except per unit data):

	SPP									Total Portfolio(1)
	2017			2016			Change			2017			2016			Change
Resident fees and services	$	321,209		$	317,361		$	3,848		$	525,473		$	686,822		$	(161,349	)
Operating expenses	(239,702		)	(202,624		)	(37,078		)	(396,491		)	(480,870		)	84,379
NOI	81,507			114,737			(33,230		)	128,982			205,952			(76,970		)
Adjustments to NOI	32,863			(1,297		)	34,160			33,227			(2,686		)	35,913
Adjusted NOI	$	114,370		$	113,440		$	930		162,209			203,266			(41,057		)
Non-SPP adjusted NOI										(47,839		)	(89,826		)	41,987
SPP adjusted NOI										$	114,370		$	113,440		$	930
SPP Adjusted NOI % change							0.8		%
Property count(2)	48			48						102			130
Average capacity (units)(3)	8,128			8,136						12,758			16,028
Average annual rent per unit	$	44,378		$	43,842					$	41,133		$	42,851

_______________________________________

(1) Total Portfolio includes results of operations from disposed properties and properties that transitioned segments through the disposition or transition date.

(2) From our 2016 presentation of SPP, we removed a SHOP property that was placed into redevelopment, two SHOP properties that were classified as held for sale and 49 SHOP properties that were deconsolidated.

(3) Represents average capacity as reported by the respective tenants or operators for the 12-month period and a quarter in arrears from the periods presented.

SPP NOI decreased primarily as a result of increased operating expenses related to the management fee terminations from the 2017 Brookdale Transactions.

SPP Adjusted NOI increased primarily as a result of the following:

• increased rates for resident fees and services; partially offset by

• higher expense growth and a decline in occupancy.

Additionally, Total Portfolio NOI and Adjusted NOI decreased primarily as a result of the following Non-SPP impacts:

• decreased non-SPP income from our partial sale of RIDEA II; partially offset by

• non-SPP income for 42 senior housing triple-net assets transferred to SHOP during 2016 and 2017.  

48

Life Science

2018 and 2017

The following table summarizes results at and for the years ended December 31, 2018 and 2017 (dollars and sq. ft. in thousands, except per sq. ft. data):

	SPP									Total Portfolio(1)
	2018			2017			Change			2018			2017			Change
Rental and related revenues	$	265,120		$	258,781		$	6,339		$	395,064		$	358,816		$	36,248
Operating expenses	(58,752		)	(56,431		)	(2,321		)	(91,742		)	(78,001		)	(13,741		)
NOI	206,368			202,350			4,018			303,322			280,815			22,507
Adjustments to NOI	596			1,636			(1,040		)	(9,589		)	(4,517		)	(5,072		)
Adjusted NOI	$	206,964		$	203,986		$	2,978		293,733			276,298			17,435
Non-SPP adjusted NOI										(86,769		)	(72,312		)	(14,457		)
SPP adjusted NOI										$	206,964		$	203,986		$	2,978
SPP Adjusted NOI % change							1.5		%
Property count(2)	94			94						124			131
Average occupancy	94.8		%	95.5		%				95.0		%	96.2		%
Average occupied square feet	5,166			5,195						7,078			6,841
Average annual total revenues per occupied square foot	$	51		$	50					$	54		$	52
Average annual base rent per occupied square foot	$	41		$	40					$	44		$	42

_______________________________________

(1) Total Portfolio includes results of operations from disposed properties and properties that transitioned segments through the disposition or transition date.

(2) From our 2017 presentation of SPP, we removed 12 life science facilities that were sold and three life science facilities that were placed into redevelopment.

SPP NOI and Adjusted NOI increased primarily as a result of the following:

• new leasing activity; and

• specific to Adjusted NOI, annual rent escalations; partially offset by

• a mark-to-market rent decrease on a 147,000 square foot lease in South San Francisco.

Total Portfolio NOI and Adjusted NOI increased primarily as a result of the aforementioned increases to SPP and the following Non-SPP impacts:

• increased NOI from: (i) increased occupancy in portions of a development placed into operations in 2017 and 2018 and (ii) acquisitions in 2017; partially offset by

• decreased NOI from: (i) sales of life science facilities in 2017 and 2018 and (ii) the placement of life science facilities into redevelopment in 2017 and 2018.

49

2017 and 2016

The following table summarizes results at and for the years ended December 31, 2017 and 2016 (dollars and sq. ft. in thousands, except per sq. ft. data):

	SPP									Total Portfolio(1)
	2017			2016			Change			2017			2016			Change
Rental and related revenues	$	304,858		$	292,147		$	12,711		$	358,816		$	358,537		$	279
Operating expenses	(63,612		)	(58,363		)	(5,249		)	(78,001		)	(72,478		)	(5,523		)
NOI	241,246			233,784			7,462			280,815			286,059			(5,244		)
Adjustments to NOI	2,427			339			2,088			(4,517		)	(2,954		)	(1,563		)
Adjusted NOI	$	243,673		$	234,123		$	9,550		276,298			283,105			(6,807		)
Non-SPP adjusted NOI										(32,625		)	(48,982		)	16,357
SPP adjusted NOI										$	243,673		$	234,123		$	9,550
SPP Adjusted NOI % change							4.1		%
Property count(2)	108			108						131			128
Average occupancy	96.3		%	97.7		%				96.2		%	97.5		%
Average occupied square feet	6,105			6,193						6,841			7,332
Average annual total revenues per occupied square foot	$	50		$	47					$	52		$	48
Average annual base rent per occupied square foot	$	41		$	39					$	42		$	40

_______________________________________

(1) Total Portfolio includes results of operations from disposed properties and properties that transitioned segments through the disposition or transition date.

(2) From our 2016 presentation of SPP, we removed one life science facility that was sold and four life science facilities that were classified as held for sale.

SPP NOI and Adjusted NOI increased primarily as a result of the following:

• mark-to-market lease renewals;

• new leasing activity; and

• specific to adjusted NOI, annual rent escalations.

Total Portfolio NOI and Adjusted NOI decreased primarily as a result of the following impacts to Non-SPP:

• decreased income from sales of life science facilities in 2016 and 2017; partially offset by

• increased income from (i) increased occupancy in portions of developments placed in operations in 2016 and 2017 and (ii) life science acquisitions in 2016 and 2017.

The decrease in Total Portfolio NOI and Adjusted NOI was also partially offset by the aforementioned increases to SPP.

50

Medical Office

2018 and 2017

The following table summarizes results at and for the years ended December 31, 2018 and 2017 (dollars and sq. ft. in thousands, except per sq. ft. data):

	SPP									Total Portfolio(1)
	2018			2017			Change			2018			2017			Change
Rental and related revenues	$	422,003		$	415,687		$	6,316		$	509,019		$	477,459		$	31,560
Operating expenses	(152,875		)	(151,234		)	(1,641		)	(189,859		)	(183,197		)	(6,662		)
NOI	269,128			264,453			4,675			319,160			294,262			24,898
Adjustments to NOI	(307		)	(1,279		)	972			(2,899		)	(2,952		)	53
Adjusted NOI	$	268,821		$	263,174		$	5,647		316,261			291,310			24,951
Non-SPP adjusted NOI										(47,440		)	(28,136		)	(19,304		)
SPP adjusted NOI										$	268,821		$	263,174		$	5,647
SPP Adjusted NOI % change							2.1		%
Property count(2)	221			221						267			254
Average occupancy	92.3		%	92.6		%				92.0		%	91.8		%
Average occupied square feet	14,892			14,984						17,280			16,674
Average annual total revenues per occupied square foot	$	28		$	28					$	29		$	28
Average annual base rent per occupied square foot	$	24		$	23					$	25		$	24

_______________________________________

(1) Total Portfolio includes results of operations from disposed properties and properties that transitioned segments through the disposition or transition date.

(2) From our 2017 presentation of SPP, we removed four MOBs that were sold and three MOBs that were placed into redevelopment.

SPP NOI and Adjusted NOI increased primarily as a result of mark-to-market lease renewals. Additionally, SPP Adjusted NOI increased as a result of annual rent escalations.

Total Portfolio NOI and Adjusted NOI increased primarily as a result of the aforementioned increases to SPP and the following Non-SPP impacts:

• increased NOI from our 2017 and 2018 acquisitions; and

• increased occupancy in redevelopment and development properties placed into operations in 2017 and 2018; partially offset by

• decreased NOI from sales of eight MOBs during 2017 and 2018 and the placement of one MOB into redevelopment.

51

2017 and 2016

The following table summarizes results at and for the years ended December 31, 2017 and 2016 (dollars and sq. ft. in thousands, except per sq. ft. data):

	SPP									Total Portfolio(1)
	2017			2016			Change			2017			2016			Change
Rental and related revenues	$	400,747		$	392,166		$	8,581		$	477,459		$	446,280		$	31,179
Operating expenses	(150,329		)	(146,300		)	(4,029		)	(183,197		)	(173,687		)	(9,510		)
NOI	250,418			245,866			4,552			294,262			272,593			21,669
Adjustments to NOI	2,183			(523		)	2,706			(2,952		)	(3,536		)	584
Adjusted NOI	$	252,601		$	245,343		$	7,258		291,310			269,057			22,253
Non-SPP adjusted NOI										(38,709		)	(23,714		)	(14,995		)
SPP adjusted NOI										$	252,601		$	245,343		$	7,258
SPP Adjusted NOI % change							3.0		%
Property count(2)	212			212						254			242
Average occupancy	91.9		%	92.2		%				91.8		%	91.5		%
Average occupied square feet	14,224			14,303						16,674			15,697
Average annual total revenues per occupied square foot	$	28		$	27					$	28		$	28
Average annual base rent per occupied square foot	$	24		$	23					$	24		$	24

_______________________________________

(1) Total Portfolio includes results of operations from disposed properties and properties that transitioned segments through the disposition or transition date.

(2) From our 2016 presentation of SPP, we removed four MOBs that were sold and two MOBs that were placed into redevelopment.

SPP NOI and Adjusted NOI increased primarily as a result of mark-to-market lease renewals and new leasing activity. Additionally, SPP Adjusted NOI increased as a result of annual rent escalations.

Total Portfolio NOI and Adjusted NOI increased primarily as a result of the aforementioned increases to SPP and the following impacts to Non-SPP:

• increased income from our 2016 and 2017 acquisitions; and

• increased occupancy in former redevelopment and development properties placed into operations; partially offset by

• decreased income from sales of seven MOBs during 2016 and 2017 and the placement of one MOB into redevelopment.

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Other Income and Expense Items

The following table summarizes results for the years ended December 31, 2018, 2017 and 2016 (in thousands):

	Year Ended December 31,									2018 vs.			2017 vs.
	2018			2017			2016			2017			2016
Interest income	$	10,406		$	56,237		$	88,808		$	(45,831	)	$	(32,571	)
Interest expense	266,343			307,716			464,403			(41,373		)	(156,687		)
Depreciation and amortization	549,499			534,726			568,108			14,773			(33,382		)
General and administrative	96,702			88,772			103,611			7,930			(14,839		)
Transaction costs	10,772			7,963			9,821			2,809			(1,858		)
Impairments (recoveries), net	55,260			166,384			—			(111,124		)	166,384
Gain (loss) on sales of real estate, net	925,985			356,641			164,698			569,344			191,943
Loss on debt extinguishments	(44,162		)	(54,227		)	(46,020		)	10,065			(8,207		)
Other income (expense), net	13,316			31,420			3,654			(18,104		)	27,766
Income tax benefit (expense)	17,854			1,333			(4,473		)	16,521			5,806
Equity income (loss) from unconsolidated joint ventures	(2,594		)	10,901			11,360			(13,495		)	(459		)
Total discontinued operations	—			—			265,755			—			(265,755		)
Noncontrolling interests’ share in earnings	(12,381		)	(8,465		)	(12,179		)	(3,916		)	3,714

Interest income.  The decrease in interest income for the year ended December 31, 2018 was primarily the result of: (i) the sale of our Tandem Mezzanine Loan during the first quarter of 2018, (ii) the payoff of our HC-One Facility in June 2017, and (iii) the conversion of the U.K. Bridge Loan into real estate during the first quarter of 2018.

The decrease in interest income for the year ended December 31, 2017 was primarily the result of: (i) the payoff of our HC-One Facility in June 2017, (ii) incremental interest income received during the second quarter of 2016 due to the payoff of three participating development loans, and (iii) decreased interest received from our Tandem Mezzanine Loan during the fourth quarter of 2017.

Interest expense.  The decrease in interest expense for the year ended December 31, 2018 was primarily the result of senior unsecured notes repayments during 2017 and 2018, partially offset by an increased average balance under our revolving credit facility during 2018.

The decrease in interest expense for the year ended December 31, 2017 was primarily the result of senior unsecured notes and mortgage debt repayments, which occurred primarily in the second half of 2016 and throughout 2017.

Depreciation and amortization.  The increase in depreciation and amortization expense for the year ended December 31, 2018 was primarily as a result of: (i) assets acquired during 2017 and 2018 (primarily in our life science and medical office segments) and (ii) development and redevelopment projects placed into operations during 2017 and 2018 (primarily in our life science and medical office segments), partially offset by dispositions of real estate throughout 2017 and 2018.

The decrease in depreciation and amortization expense for the year ended December 31, 2017 was primarily as a result of the sale of 64 senior housing triple-net assets and the deconsolidation of RIDEA II during the first quarter of 2017, partially offset by depreciation and amortization of assets acquired and placed in service during 2016 and 2017.

General and administrative expenses.  The increase in general and administrative expenses for the year ended December 31, 2018 was primarily as a result of increased severance and related charges, primarily resulting from the departure of our former Executive Chairman in March 2018, which exceeded severance and related charges in 2017, which were primarily related to the departure of our former CAO in the third quarter of 2017.

The decrease in general and administrative expenses for the year ended December 31, 2017 was primarily as a result of severance and related charges, primarily resulting from the departure of our former President and CEO in the third quarter of 2016, which exceeded severance and related charges in 2017, primarily related to the departure of our former CAO in the third quarter of 2017.

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Impairments (recoveries), net.  During the year ended December 31, 2018, we recognized $55 million of impairments, primarily related to the following real estate assets: (i) 20 SHOP assets (including 17 classified as held for sale at the time they were impaired) and (ii) an undeveloped life science land parcel classified as held for sale.

During the year ended December 31, 2017, we recognized: (i) $144 million of impairments on our Tandem Mezzanine Loan (see Note 7 to the Consolidated Financial Statements) and (ii) $23 million of impairments on 11 underperforming senior housing triple-net facilities.

For the year ended December 31, 2016, there were no impairments recognized.

Gain (loss) on sales of real estate, net.  During the year ended December 31, 2018, we sold: (i) our remaining interest in RIDEA II, (ii) a 51% interest in our U.K. Portfolio, (iii) 31 SHOP facilities, (iv) 16 life science assets, (v) 13 senior housing triple-net facilities, and (vi) four MOBs and recognized total net gain on sales of $926 million.

During the year ended December 31, 2017, we sold: (i) 68 senior housing triple-net facilities, (ii) five life science facilities, (iii) five SHOP facilities, (iv) four MOBs, and (v) a 40% interest in RIDEA II and recognized total net gain on sales of $357 million.

During the year ended December 31, 2016, we sold: (i) a portfolio of five facilities in one of our non-reportable segments and two senior housing triple-net facilities, (ii) five life science facilities, (iii) seven senior housing triple-net facilities, (iv) three MOBs, and (v) three SHOP facilities, recognizing total net gain on sales of $165 million.

Loss on debt extinguishments.  During the year ended December 31, 2018, we repurchased $700 million of our 5.375% senior notes due 2021 and recognized a $44 million loss on debt extinguishment.

During the year ended December 31, 2017, we repurchased $500 million of our 5.375% senior notes due 2021 and recognized a $54 million loss on debt extinguishment.

During the fourth quarter of 2016, using proceeds from the Spin-Off, we repaid $1.1 billion of senior unsecured notes that were due to mature in January 2017 and January 2018 and repaid $108 million of mortgage debt, incurring an aggregate loss on debt extinguishments of $46 million.  

Other income (expense), net.  The decrease in other income (expense), net for the year ended December 31, 2018 was primarily as a result of: (i) a loss on consolidation of seven U.K. care homes in March 2018 (see Note 19 to the Consolidated Financial Statements) and (ii) a gain on sale of our Four Seasons Notes in March 2017. The decrease in other income (expense), net was partially offset by: (i) a gain on consolidation related to the acquisition of the outstanding equity interests in three life science joint ventures in November 2018, (ii) casualty-related charges due to hurricanes incurred in the third quarter of 2017, and (iii) decreased litigation costs in 2018.

The increase in other income (expense), net for the year ended December 31, 2017 was primarily as a result of the gain on sale of our Four Seasons Notes, partially offset by casualty-related charges due to hurricanes in the third quarter of 2017 and increased litigation-related expenses in 2017.

Income tax benefit (expense).  The increase in income tax benefit for the year ended December 31, 2018 was primarily the result of: (i) a $6 million income tax benefit related to our share of operating losses from our RIDEA joint ventures and U.K. real estate investments, (ii) a $17 million income tax expense related to the impact of tax rate legislation during the fourth quarter of 2017, and (iii) partially offset by a $6 million benefit from the partial sale of RIDEA II in 2017.

The decrease in income tax expense for the year ended December 31, 2017 was primarily the result of: (i) a $6 million income tax benefit from the partial sale of RIDEA II in 2017, (ii) a $5 million income tax benefit related to our share of operating losses from our RIDEA joint ventures, (iii) a $1 million deferred tax benefit from casualty-related charges recognized in the second half of 2017, and (iv) a $11 million income tax expense recognized in 2016 associated with federal income tax and state built-in gain tax for the disposition of certain real estate assets. The total tax benefit was partially offset by a $17 million income tax expense related to the impact of tax rate legislation during the fourth quarter of 2017.

Equity income (loss) from unconsolidated joint ventures.  The decrease in equity income from unconsolidated joint ventures for the year ended December 31, 2018 was primarily the result of the sale of our equity method investment in RIDEA II in June 2018, partially offset by additional equity income from our investment in the U.K. JV.

The decrease in equity income from unconsolidated joint ventures for the year ended December 31, 2017 wasprimarily the result of income from our share of gains on sales of real estate in 2016, partially offset by income from our investment in RIDEA II, which was deconsolidated in the first quarter of 2017.

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Total discontinued operations.  Discontinued operations for the year ended December 31, 2016 resulted in income of $266 million. Income from discontinued operations primarily relates to the operations of QCP. There were no discontinued operations for the years ended December 31, 2017 and 2018.

Liquidity and Capital Resources

We anticipate that our cash flow from operations, available cash balances and cash from our various financing activities will be adequate for at least the next 12 months for purposes of: (i) funding recurring operating expenses; (ii) meeting debt service requirements, including principal payments and maturities; and (iii) satisfying our distributions to our stockholders and non-controlling interest members.  

Our principal investing liquidity needs for the next 12 months are to:

• fund capital expenditures, including tenant improvements and leasing costs; and

• fund future acquisition, transactional and development activities.

We anticipate satisfying these future investing needs using one or more of the following:

• sale or exchange of ownership interests in properties;

• draws on our credit facilities;

• issuance of additional debt, including unsecured notes and mortgage debt; and/or

• issuance of common or preferred stock.

Access to capital markets impacts our cost of capital and ability to refinance maturing indebtedness, as well as our ability to fund future acquisitions and development through the issuance of additional securities or secured debt. Credit ratings impact our ability to access capital and directly impact our cost of capital as well. For example, our revolving line of credit facility accrues interest at a rate per annum equal to LIBOR plus a margin that depends upon our credit ratings. We also pay a facility fee on the entire revolving commitment that depends upon our credit ratings. As of February 11, 2019, we had a credit rating of BBB from Fitch, Baa1 from Moody’s and BBB+ from S&P Global on our senior unsecured debt securities.

Cash Flow Summary

The following summary discussion of our cash flows is based on the Consolidated Statements of Cash Flows and is not meant to be an all-inclusive discussion of the changes in our cash flows for the periods presented below. The following table sets forth changes in cash flows (in thousands):

	Year Ended December 31,
	2018			2017			2016
Net cash provided by (used in) operating activities	$	848,709		$	847,041		$	1,214,131
Net cash provided by (used in) investing activities	1,829,279			1,246,257			(428,973		)
Net cash provided by (used in) financing activities	(2,620,536		)	(2,148,461		)	(1,054,265		)

Operating Cash Flows

Operating cash flow increased $2 million between the years ended December 31, 2018 and 2017 primarily as the result of: (i) 2017 and 2018 acquisitions, (ii) annual rent increases, (iii) developments and redevelopments placed in service during 2017 and 2018, and (iv) decreased interest paid as a result of debt repayments during 2017 and 2018. The increase in operating cash flow is partially offset by: (i) dispositions during 2017 and 2018, (ii) the partial sale and deconsolidation of the U.K. JV in 2018, (iii) the partial sale and deconsolidation of RIDEA II during the first quarter of 2017, (iv) occupancy declines and higher labor costs within our SHOP segment, (v) decreased interest received as a result of loan repayments during 2017, and (vi) decreased distributions of earnings from our unconsolidated joint ventures. Our cash flow from operations is dependent upon the occupancy levels of our buildings, rental rates on leases, our tenants’ performance on their lease obligations, the level of operating expenses, and other factors.

Operating cash flow decreased $367 million between the years ended December 31, 2017 and 2016 primarily as the result of: (i) decreased Adjusted NOI related to the Spin-Off and dispositions in 2016 and 2017 and (ii) decreased interest received as a result

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of loan repayments during 2016 and 2017; partially offset by: (i) 2016 and 2017 acquisitions, (ii) annual rent increases, (iii) and decreased interest paid as a result of lower balances on our senior unsecured notes and term loans.

Investing Cash Flows

The following are significant investing activities for the year ended December 31, 2018:

• received net proceeds of $2.9 billion primarily from: (i) sales of real estate assets, (ii) the sale of RIDEA II, (iii) the sale of the Tandem Mezzanine Loan, and (iv) the U.K. JV transaction; and

• made investments of $1.1 billion primarily related to the acquisition, development, and redevelopment of real estate.

The following are significant investing activities for the year ended December 31, 2017:

• received net proceeds of $1.8 billion from sales of real estate, including the sale and recapitalization of RIDEA II;

• received net proceeds of $559 million primarily from: (i) the sale of our Four Seasons Notes, (ii) the repayment of our HC-One Facility, and (iii) a DFL repayment; and

• made investments of $1.1 billion primarily for the acquisition and development of real estate.

The following are significant investing activities for the year ended December 31, 2016:

• made investments of $1.3 billion primarily from: (i) development, leasing and acquisition of real estate, (ii) investments in unconsolidated joint ventures and loans, and (iii) purchases of securities; and

• received proceeds of $908 million primarily from real estate and DFL sales.

Financing Cash Flows

The following are significant financing activities for the year ended December 31, 2018:

• repaid $2.4 billion of debt under our: (i) bank line of credit, (ii) term loan, (iii) senior unsecured notes (including debt extinguishment costs) and (iv) mortgage debt;

• paid cash dividends on common stock of $697 million;

• paid $83 million for distributions to and purchases of noncontrolling interests, primarily related to our acquisition of Brookdale’s noncontrolling interest in RIDEA I;

• raised net proceeds of $218 million from the issuances of common stock, primarily from our at-the-market equity program; and

• received proceeds of $300 million for issuances of noncontrolling interests, primarily related to the MSREI MOB JV.

The following are significant financing activities for the year ended December 31, 2017:

• repaid $1.4 billion of debt under our: (i) term loans, (ii) senior unsecured notes (including debt extinguishment costs) and (iii) mortgage debt, partially offset by net borrowings under our bank line of credit; and

• paid cash dividends on common stock of $695 million.

The following are significant financing activities for the year ended December 31, 2016:

• received net proceeds of $1.7 billion from the Spin-Off;

• repaid $1.8 billion of debt under our senior unsecured notes (including debt extinguishment costs) and mortgage debt, partially offset by net borrowings under our bank line of credit; and

• paid cash dividends on common stock of $980 million.

Debt

See Note 10 in the Consolidated Financial Statements for information about our outstanding debt.

See “2018 Transaction Overview” for further information regarding our significant financing activities during the year ended December 31, 2018.

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Approximately 98%, 84% and 83% of our total debt, inclusive of $43 million, $44 million and $46 million of variable rate debt swapped to fixed through interest rate swaps, was fixed rate debt as of December 31, 2018, 2017 and 2016, respectively. At December 31, 2018, our fixed rate debt and variable rate debt had weighted average interest rates of 4.04% and 2.15%, respectively. At December 31, 2017, our fixed rate debt and variable rate debt had weighted average interest rates of 4.19% and 2.56%, respectively. At December 31, 2016, our fixed rate debt and variable rate debt had weighted average interest rates of 4.26% and 2.23%, respectively. For a more detailed discussion of our interest rate risk, see “Quantitative and Qualitative Disclosures About Market Risk” in Item 3 below.

Equity

At December 31, 2018, we had 477 million shares of common stock outstanding, equity totaled $6.5 billion, and our equity securities had a market value of $13.5 billion.

At December 31, 2018, non-managing members held an aggregate of four million units in five limited liability companies (“DownREITs”) for which we are the managing member. The DownREIT units are exchangeable for an amount of cash approximating the then-current market value of shares of our common stock or, at our option, shares of our common stock (subject to certain adjustments, such as stock splits and reclassifications).

We renewed our at-the-market equity program in May 2018, pursuant to which we may sell shares of our common stock having an aggregate gross sales price of up to $750 million through a consortium of banks acting as sales agents or directly to the banks acting as principals. During the year ended December 31, 2018, we issued 5.4 million shares of common stock at a weighted average net price of $28.27 for net proceeds of $154 million (gross proceeds of $156 million, net of $2 million of fees paid to sales agents). At December 31, 2018, $594 million of our common stock remained available for sale under the at-the-market program. Actual future sales will depend upon a variety of factors, including but not limited to market conditions, the trading price of our common stock and our capital needs. We have no obligation to sell any shares under our at-the-market program.

In December 2018, we entered into a forward equity sales agreement to sell up to an aggregate of 15.25 million shares of our common stock (including shares issued through the exercise of underwriters’ options) at an initial net price of $28.60 per share, after underwriting discounts and commissions. The agreement has a one year term and expires on December 13, 2019. The forward sale price that we expect to receive upon settlement of the agreement will be subject to adjustments for: (i) the forward purchasers’ stock borrowing costs and (ii) certain fixed price reductions during the term of the agreement. At December 31, 2018, no shares have been issued under the forward equity sales agreement.

In December 2018, contemporaneous with the forward equity offering discussed above, we completed a public offering of two million shares of common stock at a net price of $28.60 per share, resulting in net proceeds of $57 million.

Shelf Registration

We filed a prospectus with the SEC as part of a registration statement on Form S-3, using an automatic shelf registration process. Our current shelf registration statement expires in May 2021, at which time we expect to file a new shelf registration statement. Under the “shelf” process, we may sell any combination of the securities described in the prospectus through one or more offerings. The securities described in the prospectus include common stock, preferred stock, depositary shares, debt securities and warrants.

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Contractual Obligations

The following table summarizes our material contractual payment obligations and commitments at December 31, 2018 (in thousands):

	Total(1)		2019		2020-2021		2022-2023		More than Five Years
Bank line of credit(2)	$	80,103	$	—	$	80,103	$	—	$	—
Senior unsecured notes	5,300,000		—		800,000		1,700,000		2,800,000
Mortgage debt	133,334		3,561		14,566		5,502		109,705
Construction loan commitments(3)	72,654		68,365		4,289		—		—
Development commitments(4)	299,702		273,625		26,077		—		—
Ground and other operating leases	495,035		5,597		11,463		11,845		466,130
Interest(5)	1,571,843		260,860		453,196		343,702		514,085
Total	$	7,952,671	$	612,008	$	1,389,694	$	2,061,049	$	3,889,920

_______________________________________

(1) Excludes $91 million of other debt that represents life care bonds and demand notes that have no scheduled maturities. 

(2) Includes £55 milliontranslated into USD.

(3) Represents commitments to finance development projects.

(4) Represents construction and other commitments for developments in progress.

(5) Interest on variable-rate debt is calculated using rates in effect at December 31, 2018.

Off-Balance Sheet Arrangements

We own interests in certain unconsolidated joint ventures as described in Note 8 to the Consolidated Financial Statements. Except in limited circumstances, our risk of loss is limited to our investment in the joint venture and any outstanding loans receivable. In addition, we have certain properties which serve as collateral for debt that is owed by a previous owner of certain of our facilities, as described under Note 11 to the Consolidated Financial Statements. Our risk of loss for these certain properties is limited to the outstanding debt balance plus penalties, if any. We have no other material off-balance sheet arrangements that we expect would materially affect our liquidity and capital resources except those described above under “Contractual Obligations”.

Inflation

Our leases often provide for either fixed increases in base rents or indexed escalators, based on the Consumer Price Index or other measures, and/or additional rent based on increases in the tenants’ operating revenues. Most of our MOB leases require the tenant to pay a share of property operating costs such as real estate taxes, insurance and utilities. Substantially all of our senior housing triple-net, life science, and remaining other leases require the tenant or operator to pay all of the property operating costs or reimburse us for all such costs. We believe that inflationary increases in expenses will be offset, in part, by the tenant or operator expense reimbursements and contractual rent increases described above.

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Non-GAAP Financial Measure Reconciliations

Funds From Operations and Funds Available for Distribution

The following is a reconciliation from net income (loss) applicable to common shares, the most directly comparable financial measure calculated and presented in accordance with GAAP, to NAREIT FFO, FFO as adjusted and FAD (in thousands, except per share data):

	Year Ended December 31,
	2018			2017			2016			2015			2014
Net income (loss) applicable to common shares	$	1,058,424		$	413,013		$	626,549		$	(560,552	)	$	919,796
Real estate related depreciation and amortization	549,499			534,726			572,998			510,785			459,995
Real estate related depreciation and amortization on unconsolidated joint ventures	63,967			60,058			49,043			48,188			21,303
Real estate related depreciation and amortization on noncontrolling interests and other	(11,795		)	(15,069		)	(21,001		)	(14,506		)	(8,027		)
Other real estate-related depreciation and amortization	6,977			9,364			11,919			22,223			18,864
Loss (gain) on sales of real estate, net	(925,985		)	(356,641		)	(164,698		)	(6,377		)	(31,298		)
Loss (gain) on sales of real estate, net on unconsolidated joint ventures	—			(1,430		)	(16,332		)	(15,003		)	—
Loss (gain) on sales of real estate, net on noncontrolling interests	—			—			224			1,453			1,001
Loss (gain) upon consolidation of real estate, net(1)	(9,154		)	—			—			—			—
Taxes associated with real estate dispositions(2)	3,913			(5,498		)	60,451			—			—
Impairments (recoveries) of depreciable real estate, net	44,343			22,590			—			2,948			—
NAREIT FFO applicable to common shares	780,189			661,113			1,119,153			(10,841		)	1,381,634
Distributions on dilutive convertible units	—			—			8,732			—			13,799
Diluted NAREIT FFO applicable to common shares	$	780,189		$	661,113		$	1,127,885		$	(10,841	)	$	1,395,433
Weighted average shares outstanding - diluted NAREIT FFO	470,719			468,935			471,566			462,795			464,845
Impact of adjustments to NAREIT FFO:
Transaction-related items(3)	$	11,029		$	62,576		$	96,586		$	32,932		$	(18,856	)
Other impairments (recoveries) and losses (gains), net(4)	7,619			92,900			—			1,446,800			35,913
Severance and related charges(5)	13,906			5,000			16,965			6,713			—
Loss on debt extinguishments(6)	44,162			54,227			46,020			—			—
Litigation costs (recoveries)(7)	363			15,637			3,081			—			—
Casualty-related charges (recoveries), net	—			10,964			—			—			—
Foreign currency remeasurement losses (gains)	(35		)	(1,043		)	585			(5,437		)	—
Tax rate legislation impact(8)	—			17,028			—			—			—
	$	77,044		$	257,289		$	163,237		$	1,481,008		$	17,057
FFO as adjusted applicable to common shares	$	857,233		$	918,402		$	1,282,390		$	1,470,167		$	1,398,691
Distributions on dilutive convertible units and other	(198		)	6,657			12,849			13,597			13,766
Diluted FFO as adjusted applicable to common shares	$	857,035		$	925,059		$	1,295,239		$	1,483,764		$	1,412,457
Weighted average shares outstanding - diluted FFO as adjusted	470,719			473,620			473,340			469,064			464,845
FFO as adjusted applicable to common shares	$	857,233		$	918,402		$	1,282,390		$	1,470,167		$	1,398,691
Amortization of deferred compensation(9)	14,714			13,510			15,581			23,233			21,885
Amortization of deferred financing costs	12,612			14,569			20,014			20,222			19,260
Straight-line rents	(23,138		)	(23,933		)	(27,560		)	(38,415		)	(43,857		)
FAD capital expenditures	(106,193		)	(113,471		)	(88,953		)	(82,072		)	(74,464		)
Lease restructure payments	1,195			1,470			16,604			22,657			9,425
CCRC entrance fees(10)	17,880			21,385			21,287			27,895			11,121
Deferred income taxes(11)	(18,744		)	(15,490		)	(13,692		)	(15,281		)	(4,580		)
Other FAD adjustments(12)	(9,162		)	(12,722		)	(9,975		)	(166,557		)	(158,659		)
FAD applicable to common shares	746,397			803,720			1,215,696			1,261,849			1,178,822
Distributions on dilutive convertible units	—			—			13,088			14,230			13,799
Diluted FAD applicable to common shares	$	746,397		$	803,720		$	1,228,784		$	1,276,079		$	1,192,621
Weighted average shares outstanding - diluted FAD	470,719			468,935			473,340			469,064			464,845

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	Year Ended December 31,
	2018			2017			2016			2015			2014
Diluted earnings per common share	$	2.24		$	0.88		$	1.34		$	(1.21	)	$	2.00
Depreciation and amortization	1.30			1.25			1.30			1.22			1.07
Loss (gain) on sales of real estate, net	(1.96		)	(0.76		)	(0.38		)	(0.04		)	(0.07		)
Loss (gain) upon consolidation of real estate, net(1)	(0.02		)	—			—			—			—
Taxes associated with real estate dispositions(2)	0.01			(0.01		)	0.13			—			—
Impairments (recoveries) of depreciable real estate, net	0.09			0.05			—			0.01			—
Diluted NAREIT FFO per common share	$	1.66		$	1.41		$	2.39		$	(0.02	)	$	3.00
Transaction-related items(3)	0.02			0.13			0.20			0.07			(0.04		)
Other impairments (recoveries) and losses (gains), net(4)	0.02			0.20			—			3.11			0.08
Severance and related charges(5)	0.03			0.01			0.04			0.01			—
Loss on debt extinguishments(6)	0.09			0.11			0.10			—			—
Litigation costs (recoveries)(7)	—			0.03			0.01			—			—
Casualty-related charges (recoveries), net	—			0.02			—			—			—
Foreign currency remeasurement losses (gains)	—			—			—			(0.01		)	—
Tax rate legislation impact(8)	—			0.04			—			—			—
Diluted FFO as adjusted per common share	$	1.82		$	1.95		$	2.74		$	3.16		$	3.04

_______________________________________

(1) For the year ended December 31, 2018, represents the gain related to the acquisition of our partner's interests in four previously unconsolidated life science assets, partially offset by the loss on consolidation of seven U.K. care homes.

(2) For the year ended December 31, 2016, represents income tax expense associated with the state built-in gain tax payable upon the disposition of specific real estate assets, of which $49 million relates to the HCRMC real estate portfolio.

(3) For the year ended December 31, 2017, includes $55 million of net non-cash charges related to the right to terminate certain triple-net leases and management agreements in conjunction with the 2017 Brookdale Transactions. For the year ended December 31, 2016, primarily relates to the Spin-Off. For the year ended December 31, 2015, primarily related to acquisition and pursuit costs. For the year ended December 31, 2014, includes a net benefit from the 2014 Brookdale transaction, partially offset by acquisition and pursuit costs.

(4) For the year ended December 31, 2018, primarily relates to the impairment of an undeveloped life science land parcel classified as held for sale. For the year ended December 31, 2017, relates to $144 million of impairments on our Tandem Mezzanine Loan, net of a $51 million impairment recovery upon the sale of our Four Seasons Notes. For the year ended December 31, 2015, include impairment charges of: (i) $1.3 billion related to our HCRMC DFL investments, (ii) $112 million related to our Four Seasons Notes and (iii) $46 million related to our equity investment in HCRMC, partially offset by an impairment recovery of $6 million related to a loan payoff. For the year ended December 31, 2014, relates to our equity investment in HCRMC. 

(5) For the year ended December 31, 2018, primarily relates to the departure of our former Executive Chairman and corporate restructuring activities. For the year ended December 31, 2017, primarily relates to the departure of our former Chief Accounting Officer. For the year ended December 31, 2016, primarily relates to the departure of our former President and Chief Executive Officer. For the year ended December 31, 2015, relates to the departure of our former Chief Investment Officer.

(6) For the year ended December 31, 2018, represents the premium associated with the prepayment of $750 million of senior unsecured notes. For the year ended December 31, 2017, represents the premium associated with the prepayment of $500 million of senior unsecured notes. For the year ended December 31, 2016, represents penalties of $46 million from the prepayment of $1.1 billion of senior unsecured notes and $108 million of mortgage debt using proceeds from the Spin-Off.

(7) For the year ended December 31, 2017, relates to costs from securities class action litigation and a legal settlement. For the year ended December 31, 2016, primarily relates to costs from securities class action litigation. See Note 11 in the Consolidated Financial Statements for additional information.

(8) Represents the remeasurement of deferred tax assets and liabilities as a result of the Tax Cuts and Jobs Act that was signed into legislation on December 22, 2017.

(9) Excludes amounts related to the acceleration of deferred compensation for restricted stock units and/or stock options that vested upon the departure of certain former individuals, which have already been excluded from FFO as adjusted in severance and related charges. For the year ended December 31, 2018, excludes $2 million upon the departure of our former Executive Chairman. For the year ended December 31, 2017, excludes $0.7 million related to the departure of our former Chief Accounting Officer. For the year ended December 31, 2016, excludes $7 million related to the departure of our former President and Chief Executive Officer. For the year ended December 31, 2015, excludes $3 million related to the departure of our former Chief Investment Officer.

(10) Represents our 49% share of non-refundable entrance fees as the fees are collected by our CCRC JV, net of reserves and CCRC JV entrance fee amortization.

(11) Excludes $17 million of deferred tax expenses, which is included in tax rate legislation impact for the year ended December 31, 2017. Additionally, the year ended December 31, 2017, excludes $1 million of deferred tax benefit from the casualty-related charges, which is included in casualty-related charges (recoveries), net.

(12) Our equity investment in HCRMC was accounted for using the equity method, which required an elimination of DFL income that is proportional to our ownership in HCRMC. Further, our share of earnings from HCRMC (equity income) increased for the corresponding elimination of related lease expense recognized at the HCRMC entity level, which we presented as a non-cash joint venture FAD adjustment. Beginning in January 2016, as a result of placing our equity investment in HCRMC on a cash basis method of accounting, we no longer eliminated our proportional ownership share of income from DFLs to equity income (loss) from unconsolidated joint ventures. See Note 5 to the Consolidated Financial Statements for additional discussion.

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Critical Accounting Policies

The preparation of financial statements in conformity with U.S. GAAP requires our management to use judgment in the application of accounting policies, including making estimates and assumptions. We base estimates on the best information available to us at the time, our experience and on various other assumptions believed to be reasonable under the circumstances. These estimates affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If our judgment or interpretation of the facts and circumstances relating to various transactions or other matters had been different, it is possible that different accounting would have been applied, resulting in a different presentation of our consolidated financial statements. From time to time, we re-evaluate our estimates and assumptions. In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain. For a more detailed discussion of our significant accounting policies, see Note 2 to the Consolidated Financial Statements. Below is a discussion of accounting policies that we consider critical in that they may require complex judgment in their application or require estimates about matters that are inherently uncertain.

Principles of Consolidation

The consolidated financial statements include the accounts of HCP, Inc., our wholly-owned subsidiaries and joint ventures that we control, through voting rights or other means. We consolidate investments in variable interest entities (“VIEs”) when we are the primary beneficiary of the VIE. A variable interest holder is considered to be the primary beneficiary of a VIE if it has the power to direct the activities that most significantly impact the entity’s economic performance and has the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE.

We make judgments about which entities are VIEs based on an assessment of whether: (i) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support, (ii) substantially all of an entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights, or (iii) the equity investors as a group lack any of the following: (a) the power through voting or similar rights to direct the activities of an entity that most significantly impact the entity’s economic performance, (b) the obligation to absorb the expected losses of an entity, or (c) the right to receive the expected residual returns of an entity. Criterion (iii) above is generally applied to limited partnerships and similarly structured entities by assessing whether a simple majority of the limited partners hold substantive rights to participate in the significant decisions of the entity or have the ability to remove the decision maker or liquidate the entity without cause. If neither of those criteria are met, the entity is a VIE.

We also make judgments with respect to our level of influence or control over an entity and whether we are (or are not) the primary beneficiary of a VIE. Consideration of various factors includes, but is not limited to:

• which activities most significantly impact the entity’s economic performance, and our ability to direct those activities;

• our form of ownership interest;

• our representation on the entity’s governing body;

• the size and seniority of our investment;

• our ability to manage our ownership interest relative to other interest holders; and

• our ability and the rights of other investors to participate in policy making decisions, replace the manager and/or liquidate the entity, if applicable.

Our ability to correctly assess our influence or control over an entity when determining the primary beneficiary of a VIE affects the presentation of these entities in our consolidated financial statements. When we perform a reassessment of the primary beneficiary at a date other than at inception of the VIE, our assumptions may be different and may result in the identification of a different primary beneficiary.

If we determine that we are the primary beneficiary of a VIE, our consolidated financial statements include the operating results of the VIE rather than the results of our variable interest in the VIE. We require VIEs to provide us timely financial information and review the internal controls of VIEs to determine if we can rely on the financial information it provides. If a VIE has deficiencies in its internal controls over financial reporting, or does not provide us with timely financial information, it may adversely impact the quality and/or timing of our financial reporting and our internal controls over financial reporting.

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Revenue Recognition

Lease Classification

At the inception of a new lease arrangement, including new leases that arise from amendments, we assess the terms and conditions to determine the proper lease classification. For leases entered into prior to January 1, 2019, a lease arrangement is classified as an operating lease if none of the following criteria are met: (i) transfer of ownership to the lessee prior to or shortly after the end of the lease term, (ii) the lessee has a bargain purchase option during or at the end of the lease term, (iii) the lease term is equal to 75% or more of the underlying property’s economic life, or (iv) the present value of future minimum lease payments (excluding executory costs) is equal to 90% or more of the estimated fair value of the leased asset. If one of the four criteria is met and the minimum lease payments are determined to be reasonably predictable and collectible, the lease arrangement is generally accounted for as a DFL.

Concurrent with our adoption of Accounting Standards Update No. 2016-02, Leases (“ASU 2016-02”) on January 1, 2019, we will begin classifying a lease entered into subsequent to adoption as an operating lease if none of the following criteria are met: (i) transfer of ownership to the lessee by the end of the lease term, (ii) lessee has a purchase option during or at the end of the lease term that it is reasonably certain to exercise, (iii) the lease term is for the major part of the remaining economic life of the underlying asset, (iv) the present value of future minimum lease payments is equal to substantially all of the fair value of the underlying asset, or (v) the underlying asset is of such a specialized nature that it is expected to have no alternative use to us at the end of the lease term.

If the assumptions utilized in the above classification assessments were different, our lease classification for accounting purposes may have been different; thus the timing and amount of our revenue recognized would have been impacted, which may be material to our consolidated financial statements.

Rental and Related Revenues

We recognize rental revenue for operating leases on a straight-line basis over the lease term when collectibility of all minimum lease payments is reasonably assured and the tenant has taken possession or controls the physical use of a leased asset. If the lease provides for tenant improvements, we determine whether the tenant improvements are owned by the tenant or us. When we are the owner of the tenant improvements, the tenant is not considered to have taken physical possession or have control of the leased asset until the tenant improvements are substantially complete. When the tenant is the owner of the tenant improvements, any tenant improvement allowance funded is treated as a lease incentive and amortized as a reduction of revenue over the lease term. The determination of ownership of a tenant improvement is subject to significant judgment. If our assessment of the owner of the tenant improvements was different, the timing and amount of our revenue recognized would be impacted.

Certain leases provide for additional rents that are contingent upon a percentage of the facility’s revenue in excess of specified base amounts or other thresholds. Such revenue is recognized when actual results reported by the tenant, or estimates of tenant results, exceed the base amount or other thresholds. The recognition of additional rents requires us to make estimates of amounts owed and, to a certain extent, is dependent on the accuracy of the facility results reported to us. Our estimates may differ from actual results, which could be material to our consolidated financial statements.

Income from Direct Financing Leases

We use the direct finance method of accounting to record income from DFLs. For leases accounted for as DFLs, the net investment in the DFL represents receivables for the sum of future minimum lease payments receivable and the estimated residual values of the leased properties, less the unamortized unearned income. Unearned income is deferred and amortized to income over the lease terms to provide a constant yield when collectibility of the lease payments is reasonably assured. The determination of estimated useful lives and residual values are subject to significant judgment. If these assessments were to change, the timing and amount of our revenue recognized would be impacted.

Interest Income

Loans receivable are classified as held-for-investment based on management’s intent and ability to hold the loans for the foreseeable future or to maturity. We recognize interest income on loans, including the amortization of discounts and premiums, using the interest method (applied on a loan-by-loan basis) when collectibility of the future payments is reasonably assured. Premiums, discounts and related costs are recognized as yield adjustments over the term of the related loans. If management determines that certain loans should no longer be classified as held-for-investment, the timing and amount of our interest income recognized would be impacted.

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Allowance for Doubtful Accounts

We maintain an allowance for doubtful accounts, including an allowance for operating lease straight-line rent receivables, for estimated losses resulting from tenant defaults or the inability of tenants to make contractual rent and tenant recovery payments. We monitor the liquidity and creditworthiness of our tenants and operators on a continuous basis. This evaluation considers industry and economic conditions, property performance, credit enhancements and other factors. For straight-line rent receivable amounts, our assessment is based on income recoverable over the term of the lease. We exercise judgment in establishing allowances and consider payment history and current credit status in developing these estimates. These estimates may differ from actual results, which could be material to our consolidated financial statements.

Loans receivable and DFLs (collectively, “Finance Receivables”), are reviewed and assigned an internal rating of Performing, Watch List or Workout. Finance Receivables that are deemed Performing meet all present contractual obligations, and collection and timing of all amounts owed is reasonably assured. Watch List Finance Receivables are defined as Finance Receivables that do not meet the definition of Performing or Workout. Workout Finance Receivables are defined as Finance Receivables in which we have determined, based on current information and events, that: (i) it is probable we will be unable to collect all amounts due according to the contractual terms of the agreement, (ii) the tenant, operator, or borrower is delinquent on making payments under the contractual terms of the agreement, and (iii) we have commenced action or anticipate pursuing action in the near term to seek recovery of our investment.

Finance Receivables are placed on nonaccrual status when management determines that the collectibility of contractual amounts is not reasonably assured (the asset will have an internal rating of either Watch List or Workout). Further, we perform a credit analysis to support the tenant’s, operator’s, borrower’s and/or guarantor’s repayment capacity and the underlying collateral values. We use the cash basis method of accounting for Finance Receivables placed on nonaccrual status unless one of the following conditions exist whereby we utilize the cost recovery method of accounting: (i) if we determine that it is probable that we will only recover the recorded investment in the Finance Receivable, net of associated allowances or charge-offs (if any), or (ii) we cannot reasonably estimate the amount of an impaired Finance Receivable. For cash basis method of accounting we apply payments received, excluding principal paydowns, to interest income so long as that amount does not exceed the amount that would have been earned under the original contractual terms. For cost recovery method of accounting any payment received is applied to reduce the recorded investment. Generally, we return a Finance Receivable to accrual status when all delinquent payments become current under the terms of the loan or lease agreements and collectibility of the remaining contractual loan or lease payments is reasonably assured.

Allowances are established for Finance Receivables on an individual basis utilizing an estimate of probable losses, if they are determined to be impaired. Finance Receivables are impaired when it is deemed probable that we will be unable to collect all amounts due in accordance with the contractual terms of the loan or lease. An allowance is based upon our assessment of the lessee’s or borrower’s overall financial condition, economic resources, payment record, the prospects for support from any financially responsible guarantors and, if appropriate, the net realizable value of any collateral. These estimates consider all available evidence, including the expected future cash flows discounted at the Finance Receivable’s effective interest rate, fair value of collateral, general economic conditions and trends, historical and industry loss experience, and other relevant factors, as appropriate. Should a Finance Receivable be deemed partially or wholly uncollectible, the uncollectible balance is charged off against the allowance in the period in which the uncollectible determination has been made.

Real Estate

We make estimates as part of our process for allocating a purchase price to the various identifiable assets of an acquisition based upon the relative fair value of each asset. The most significant components of our allocations are typically buildings as-if-vacant, land and in-place leases. In the case of allocating fair value to buildings and intangibles, our fair value estimates will affect the amount of depreciation and amortization we record over the estimated useful life of each asset acquired. In the case of allocating fair value to in-place leases, we make our best estimates based on our evaluation of the specific characteristics of each tenant’s lease. Factors considered include estimates of carrying costs during hypothetical expected lease-up periods, market conditions and costs to execute similar leases. Our assumptions affect the amount of future revenue and/or depreciation and amortization expense that we will recognize over the remaining useful life for the acquired in-place leases.

A variety of costs are incurred in the development and leasing of properties. After determination is made to capitalize a cost, it is allocated to the specific component of a project that is benefited. Determination of when a development project is substantially complete and capitalization must cease involves a degree of judgment. The costs of land and buildings under development include specifically identifiable costs. The capitalized costs include pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes and other costs incurred during the period of development.

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We consider a construction project to be considered substantially complete and available for occupancy and cease capitalization of costs upon the completion of the related tenant improvements.

Impairment of Long-Lived Assets

We assess the carrying value of our real estate assets and related intangibles (“real estate assets”) when events or changes in circumstances indicate that the carrying value may not be recoverable, but at least annually. Recoverability of real estate assets is measured by comparing the carrying amount of the real estate assets to the respective estimated future undiscounted cash flows. The expected future undiscounted cash flows reflect external market factors and are probability-weighted to reflect multiple possible cash-flow scenarios, including selling the assets at various points in the future. Additionally, the estimated future undiscounted cash flows are calculated utilizing the lowest level of identifiable cash flows that are largely independent of the cash flows of other assets and liabilities. In order to review our real estate assets for recoverability, we make assumptions regarding external market conditions, as well as our intent with respect to holding or disposing of the asset. If our analysis indicates that the carrying value of the real estate assets is not recoverable on an undiscounted cash flow basis, we recognize an impairment charge for the amount by which the carrying value exceeds the fair value of the real estate asset.

The determination of the fair value of real estate assets involves significant judgment. This judgment is based on our analysis and estimates of fair value of real estate assets, future operating results and resulting cash flows, and the period over which we will hold each real estate asset. Our ability to accurately predict future operating results and resulting cash flows, and estimate fair values, impacts the timing and recognition of impairments. While we believe our assumptions are reasonable, changes in these assumptions may have a material impact on our consolidated financial statements.

Investments in Unconsolidated Joint Ventures

The initial carrying value of investments in unconsolidated joint ventures is based on the amount paid to purchase the joint venture interest or the carrying value of the assets prior to the sale or contribution of the interests to the joint venture. We evaluate our equity method investments for impairment by first reviewing for indicators of impairment based upon the performance of the underlying real estate assets held by the joint venture. If an equity-method investment shows indicators of impairment, we compare the fair value of the investment to the carrying value. If we determine there is a decline in the fair value of our investment in an unconsolidated joint venture below its carrying value and it is other-than-temporary, an impairment charge is recorded. The determination of the fair value of investments in unconsolidated joint ventures and as to whether a deficiency in fair value is other-than-temporary involves significant judgment. Our estimates consider all available evidence including, as appropriate, the present value of the expected future cash flows, discounted at market rates, general economic conditions and trends, severity and duration of a fair value deficiency, and other relevant factors. Capitalization rates, discount rates, and credit spreads utilized in our valuation models are based upon rates that we believe to be within a reasonable range of current market rates for the respective investments. While we believe our assumptions are reasonable, changes in these assumptions may have a material impact on our consolidated financial statements.

Income Taxes

As part of the process of preparing our consolidated financial statements, significant management judgment is required to evaluate our compliance with REIT requirements. Our determinations are based on interpretation of tax laws and our conclusions may have an impact on the income tax expense recognized. Adjustments to income tax expense may be required as a result of: (i) audits conducted by federal, state and local tax authorities, (ii) our ability to qualify as a REIT, (iii) the potential for built-in gain recognition, and (iv) changes in tax laws. Adjustments required in any given period are included within the income tax provision.

Recent Accounting Pronouncements

See Note 2 to the Consolidated Financial Statements for the impact of new accounting standards.

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ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to various market risks, including the potential loss arising from adverse changes in interest rates and foreign currency exchange rates, specifically GBP. We use derivative and other financial instruments in the normal course of business to mitigate interest rate and foreign currency risk. We do not use derivative financial instruments for speculative or trading purposes. Derivatives are recorded on the consolidated balance sheets at fair value (see Note 22 to the Consolidated Financial Statements).

To illustrate the effect of movements in the interest rate markets, we performed a market sensitivity analysis on our hedging instruments. We applied various basis point spreads to the underlying interest rate curves of the hedging portfolio in order to determine the change in fair value. Assuming a one percentage point change in the underlying interest rate curve, the estimated change in fair value of each of the underlying hedging instruments would not exceed $1 million.

Interest Rate Risk

At December 31, 2018, we are exposed to market risks related to fluctuations in interest rates primarily on variable rate debt. As of December 31, 2018, $43 million of our variable-rate debt was hedged by interest rate swap transactions. The interest rate swaps are designated as cash flow hedges, with the objective of managing the exposure to interest rate risk by converting the interest rates on our variable-rate debt to fixed interest rates.

Interest rate fluctuations will generally not affect our future earnings or cash flows on our fixed rate debt and assets until their maturity or earlier prepayment and refinancing. If interest rates have risen at the time we seek to refinance our fixed rate debt, whether at maturity or otherwise, our future earnings and cash flows could be adversely affected by additional borrowing costs. Conversely, lower interest rates at the time of refinancing may reduce our overall borrowing costs. However, interest rate changes will affect the fair value of our fixed rate instruments. At December 31, 2018, a one percentage point increase or decrease in interest rates would change the fair value of our fixed rate debt by approximately $252 million and $272 million, respectively, and would not materially impact earnings or cash flows. Additionally, a one percentage point increase or decrease in interest rates would change the fair value of our fixed rate debt investments by approximately $3 million and less than $1 million, respectively, and would not materially impact earnings or cash flows. Conversely, changes in interest rates on variable rate debt and investments would change our future earnings and cash flows, but not materially impact the fair value of those instruments. Assuming a one percentage point change in the interest rate related to our variable-rate debt and variable-rate investments, and assuming no other changes in the outstanding balance as of December 31, 2018, our annual interest expense and interest income would change by approximately $1 million and $1 million, respectively.

Foreign Currency Exchange Rate Risk

At December 31, 2018, our exposure to foreign currencies primarily relates to U.K. investments in leased real estate, loans receivable and related GBP denominated cash flows. Our foreign currency exposure is partially mitigated through the use of GBP-denominated borrowings. Based solely on our operating results for the year ended December 31, 2018, including the impact of existing hedging arrangements, if the value of the GBP relative to the U.S. dollar were to increase or decrease by 10% compared to the average exchange rate during the year ended December 31, 2018, the increase or decrease to our cash flows would not be material.

Market Risk

We have investments in marketable debt securities classified as held-to-maturity because we have the positive intent and ability to hold the securities to maturity. Held-to-maturity securities are recorded at amortized cost and adjusted for the amortization of premiums and discounts through maturity. We consider a variety of factors in evaluating an other-than-temporary decline in value, such as: the length of time and the extent to which the market value has been less than our current adjusted carrying value; the issuer’s financial condition, capital strength and near-term prospects; any recent events specific to that issuer and economic conditions of its industry; and our investment horizon in relationship to an anticipated near-term recovery in the market value, if any. At December 31, 2018, both the fair value and carrying value of marketable debt securities were $19 million.

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ITEM 8. Financial Statements and Supplementary Data

HCP, Inc.

Index to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm	67
Consolidated Balance Sheets—December 31, 2018 and 2017	68
Consolidated Statements of Operations—for the years ended December 31, 2018, 2017 and 2016	69
Consolidated Statements of Comprehensive Income (Loss)—for the years ended December 31, 2018, 2017 and 2016	70
Consolidated Statements of Equity—for the years ended December 31, 2018, 2017 and 2016	71
Consolidated Statements of Cash Flows—for the years ended December 31, 2018, 2017 and 2016	72
Notes to Consolidated Financial Statements	73

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of HCP, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of HCP, Inc. and subsidiaries (the "Company") as of December 31, 2018 and 2017, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows, for each of the three years in the period ended December 31, 2018, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 14, 2019, expressed an unqualified opinion on the Company's internal control over financial reporting.

Changes in Accounting Principles

As discussed in Note 2, Summary of Significant Accounting Policies—Recent Accounting Pronouncements, to the financial statements, the Company has changed its method of derecognizing real estate from partial sales effective January 1, 2018 due to the adoption of Accounting Standards Update (“ASU”) No. 2017-05, Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets on a modified retrospective basis. Further, as discussed in Note 2, Summary of Significant Accounting Policies—Recent Accounting Pronouncements, to the financial statements, the Company changed its method of accounting for real estate acquisitions effective January 1, 2017 due to the adoption of ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business on a prospective basis.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ DELOITTE & TOUCHE LLP

Los Angeles, California

February 14, 2019

We have served as the Company's auditor since 2010.

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HCP, Inc.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

	December 31,
	2018			2017
ASSETS
Real estate:
Buildings and improvements	$	10,877,248		$	11,239,732
Development costs and construction in progress	537,643			447,976
Land	1,637,506			1,785,865
Accumulated depreciation and amortization	(2,842,947		)	(2,741,695		)
Net real estate	10,209,450			10,731,878
Net investment in direct financing leases	713,818			714,352
Loans receivable, net	62,998			313,326
Investments in and advances to unconsolidated joint ventures	540,088			800,840
Accounts receivable, net of allowance of $5,127 and $4,425, respectively	48,171			40,733
Cash and cash equivalents	110,790			55,306
Restricted cash	29,056			26,897
Intangible assets, net	305,079			410,082
Assets held for sale, net	108,086			417,014
Other assets, net	591,017			578,033
Total assets	$	12,718,553		$	14,088,461
LIABILITIES AND EQUITY
Bank line of credit	$	80,103		$	1,017,076
Term loan	—			228,288
Senior unsecured notes	5,258,550			6,396,451
Mortgage debt	138,470			144,486
Other debt	90,785			94,165
Intangible liabilities, net	54,663			52,579
Liabilities of assets held for sale, net	1,125			14,031
Accounts payable and accrued liabilities	391,583			401,738
Deferred revenue	190,683			144,709
Total liabilities	6,205,962			8,493,523
Commitments and contingencies
Common stock, $1.00 par value: 750,000,000 shares authorized; 477,496,499 and 469,435,678 shares issued and outstanding, respectively	477,496			469,436
Additional paid-in capital	8,398,847			8,226,113
Cumulative dividends in excess of earnings	(2,927,196		)	(3,370,520		)
Accumulated other comprehensive income (loss)	(4,708		)	(24,024		)
Total stockholders' equity	5,944,439			5,301,005
Joint venture partners	391,401			117,045
Non-managing member unitholders	176,751			176,888
Total noncontrolling interests	568,152			293,933
Total equity	6,512,591			5,594,938
Total liabilities and equity	$	12,718,553		$	14,088,461

See accompanying Notes to Consolidated Financial Statements.

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HCP, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

	Year Ended December 31,
	2018			2017			2016
Revenues:
Rental and related revenues	$	1,237,236		$	1,213,649		$	1,294,071
Resident fees and services	544,773			524,275			686,835
Income from direct financing leases	54,274			54,217			59,580
Interest income	10,406			56,237			88,808
Total revenues	1,846,689			1,848,378			2,129,294
Costs and expenses:
Interest expense	266,343			307,716			464,403
Depreciation and amortization	549,499			534,726			568,108
Operating	705,038			666,251			738,399
General and administrative	96,702			88,772			103,611
Transaction costs	10,772			7,963			9,821
Impairments (recoveries), net	55,260			166,384			—
Total costs and expenses	1,683,614			1,771,812			1,884,342
Other income (expense):
Gain (loss) on sales of real estate, net	925,985			356,641			164,698
Loss on debt extinguishments	(44,162		)	(54,227		)	(46,020		)
Other income (expense), net	13,316			31,420			3,654
Total other income (expense), net	895,139			333,834			122,332
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures	1,058,214			410,400			367,284
Income tax benefit (expense)	17,854			1,333			(4,473		)
Equity income (loss) from unconsolidated joint ventures	(2,594		)	10,901			11,360
Income (loss) from continuing operations	1,073,474			422,634			374,171
Discontinued operations:
Income before transaction costs and income taxes	—			—			400,701
Transaction costs	—			—			(86,765		)
Income tax benefit (expense)	—			—			(48,181		)
Total discontinued operations	—			—			265,755
Net income (loss)	1,073,474			422,634			639,926
Noncontrolling interests' share in earnings	(12,381		)	(8,465		)	(12,179		)
Net income (loss) attributable to HCP, Inc.	1,061,093			414,169			627,747
Participating securities' share in earnings	(2,669		)	(1,156		)	(1,198		)
Net income (loss) applicable to common shares	$	1,058,424		$	413,013		$	626,549
Basic earnings per common share:
Continuing operations	$	2.25		$	0.88		$	0.77
Discontinued operations	—			—			0.57
Net income (loss) applicable to common shares	$	2.25		$	0.88		$	1.34
Diluted earnings per common share:
Continuing operations	$	2.24		$	0.88		$	0.77
Discontinued operations	—			—			0.57
Net income (loss) applicable to common shares	$	2.24		$	0.88		$	1.34
Weighted average shares outstanding:
Basic	470,551			468,759			467,195
Diluted	475,387			468,935			467,403

See accompanying Notes to Consolidated Financial Statements.

69

HCP, Inc.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

	Year Ended December 31,
	2018			2017			2016
Net income (loss)	$	1,073,474		$	422,634		$	639,926
Other comprehensive income (loss):
Net unrealized gains (losses) on derivatives	6,025			(11,107		)	3,233
Reclassification adjustment realized in net income (loss)	18,088			799			707
Change in Supplemental Executive Retirement Plan obligation and other	561			64			220
Foreign currency translation adjustment	(5,358		)	15,862			(3,332		)
Total other comprehensive income (loss)	19,316			5,618			828
Total comprehensive income (loss)	1,092,790			428,252			640,754
Total comprehensive income (loss) attributable to noncontrolling interests	(12,381		)	(8,465		)	(12,179		)
Total comprehensive income (loss) attributable to HCP, Inc.	$	1,080,409		$	419,787		$	628,575

See accompanying Notes to Consolidated Financial Statements.

70

HCP, Inc.

CONSOLIDATED STATEMENTS OF EQUITY

(In thousands, except per share data)

	Common Stock
	Shares		Amount			Additional Paid-In Capital			Cumulative Dividends In Excess Of Earnings			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity			Noncontrolling Interests			Total Equity
January 1, 2016	465,488		$	465,488		$	11,647,039		$	(2,738,414	)	$	(30,470	)	$	9,343,643		$	402,674		$	9,746,317
Net income (loss)	—		—			—			627,747			—			627,747			12,179			639,926
Other comprehensive income (loss)	—		—			—			—			828			828			—			828
Issuance of common stock, net	2,552		2,552			61,625			—			—			64,177			—			64,177
Conversion of DownREIT units to common stock	145		145			5,948			—			—			6,093			(6,093		)	—
Repurchase of common stock	(237	)	(237		)	(8,448		)	—			—			(8,685		)	—			(8,685		)
Exercise of stock options	133		133			3,340			—			—			3,473			—			3,473
Amortization of deferred compensation	—		—			22,884			—			—			22,884			—			22,884
Common dividends ($2.095 per share)	—		—			—			(979,542		)	—			(979,542		)	—			(979,542		)
Distribution of QCP, Inc.	—		—			(3,532,763		)	—			—			(3,532,763		)	—			(3,532,763		)
Distributions to noncontrolling interests	—		—			(36		)	—			—			(36		)	(26,311		)	(26,347		)
Issuances of noncontrolling interests	—		—			—			—			—			—			11,834			11,834
Deconsolidation of noncontrolling interests	—		—			(36		)	475			—			439			67			506
Purchase of noncontrolling interests	—		—			(663		)	—			—			(663		)	(637		)	(1,300		)
December 31, 2016	468,081		$	468,081		$	8,198,890		$	(3,089,734	)	$	(29,642	)	$	5,547,595		$	393,713		$	5,941,308
Net income (loss)	—		—			—			414,169			—			414,169			8,465			422,634
Other comprehensive income (loss)	—		—			—			—			5,618			5,618			—			5,618
Issuance of common stock, net	1,402		1,402			25,951			—			—			27,353			—			27,353
Conversion of DownREIT units to common stock	78		78			2,411			—			—			2,489			(2,489		)	—
Repurchase of common stock	(157	)	(157		)	(4,628		)	—			—			(4,785		)	—			(4,785		)
Exercise of stock options	32		32			736			—			—			768			—			768
Amortization of deferred compensation	—		—			14,258			—			—			14,258			—			14,258
Common dividends ($1.480 per share)	—		—			—			(694,955		)	—			(694,955		)	—			(694,955		)
Distributions to noncontrolling interests	—		—			—			—			—			—			(26,129		)	(26,129		)
Issuances of noncontrolling interests	—		—			—			—			—			—			1,615			1,615
Deconsolidation of noncontrolling interests	—		—			—			—			—			—			(58,062		)	(58,062		)
Purchase of noncontrolling interests	—		—			(11,505		)	—			—			(11,505		)	(23,180		)	(34,685		)
December 31, 2017	469,436		$	469,436		$	8,226,113		$	(3,370,520	)	$	(24,024	)	$	5,301,005		$	293,933		$	5,594,938
Impact of adoption of ASU No. 2017-05(1)	—		—			—			79,144			—			79,144			—			79,144
January 1, 2018	469,436		$	469,436		$	8,226,113		$	(3,291,376	)	$	(24,024	)	$	5,380,149		$	293,933		$	5,674,082
Net income (loss)	—		—			—			1,061,093			—			1,061,093			12,381			1,073,474
Other comprehensive income (loss)	—		—			—			—			19,316			19,316			—			19,316
Issuance of common stock, net	8,078		8,078			207,101			—			—			215,179			—			215,179
Conversion of DownREIT units to common stock	3		3			133			—			—			136			(136		)	—
Repurchase of common stock	(141	)	(141		)	(3,291		)	—			—			(3,432		)	—			(3,432		)
Exercise of stock options	120		120			2,357			—			—			2,477			—			2,477
Amortization of deferred compensation	—		—			16,563			—			—			16,563			—			16,563
Common dividends ($1.480 per share)	—		—			—			(696,913		)	—			(696,913		)	—			(696,913		)
Distributions to noncontrolling interests	—		—			—			—			—			—			(18,415		)	(18,415		)
Issuances of noncontrolling interests	—		—			—			—			—			—			299,666			299,666
Purchase of noncontrolling interests	—		—			(50,129		)	—			—			(50,129		)	(19,277		)	(69,406		)
December 31, 2018	477,496		$	477,496		$	8,398,847		$	(2,927,196	)	$	(4,708	)	$	5,944,439		$	568,152		$	6,512,591

_______________________________________

(1) On January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) No. 2017-05, Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets (“ASU 2017-05”), and recognized the cumulative-effect of adoption to beginning retained earnings. Refer to Note 2 for a detailed impact of adoption.

See accompanying Notes to Consolidated Financial Statements.

71

HCP, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Year Ended December 31,
	2018			2017			2016
Cash flows from operating activities:
Net income (loss)	$	1,073,474		$	422,634		$	639,926
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	549,499			534,726			568,108
Discontinued operations	—			—			4,890
Amortization of deferred compensation	16,563			14,258			22,884
Amortization of deferred financing costs	12,612			14,569			20,014
Straight-line rents	(23,138		)	(23,933		)	(18,003		)
Equity loss (income) from unconsolidated joint ventures	2,594			(10,901		)	(11,360		)
Distributions of earnings from unconsolidated joint ventures	22,467			44,142			26,492
Lease and management fee termination loss (income), net	—			54,641			—
Deferred income tax expense (benefit)	(18,525		)	(5,523		)	47,195
Impairments (recoveries), net	55,260			166,384			—
Loss on extinguishment of debt	44,162			54,227			46,020
Loss (gain) on sales of real estate, net	(925,985		)	(356,641		)	(164,698		)
Loss (gain) on consolidation, net	(9,154		)	—			—
Casualty-related loss (recoveries), net	—			12,053			—
Loss (gain) on sale of marketable securities	—			(50,895		)	—
Other non-cash items	2,569			(2,735		)	(2,369		)
Decrease (increase) in accounts receivable and other assets, net	5,686			(24,782		)	(6,992		)
Increase (decrease) in accounts payable and accrued liabilities	40,625			4,817			42,024
Net cash provided by (used in) operating activities	848,709			847,041			1,214,131
Cash flows from investing activities:
Acquisitions of other real estate	(426,080		)	(560,753		)	(467,162		)
Development and redevelopment of real estate	(503,643		)	(373,479		)	(421,322		)
Leasing costs, tenant improvements, and recurring capital expenditures	(106,193		)	(115,260		)	(91,442		)
Proceeds from sales of real estate, net	2,044,477			1,314,325			647,754
Contributions to unconsolidated joint ventures	(12,203		)	(46,334		)	(10,186		)
Distributions in excess of earnings from unconsolidated joint ventures	26,472			37,023			28,366
Proceeds from the RIDEA II transaction, net	335,709			462,242			—
Proceeds from the U.K. JV transaction, net	393,997			—			—
Proceeds from sales/principal repayments on debt investments and direct financing leases	148,024			558,769			231,990
Investments in loans receivable, direct financing leases and other	(71,281		)	(30,276		)	(273,693		)
Purchase of securities for debt defeasance	—			—			(73,278		)
Net cash provided by (used in) investing activities	1,829,279			1,246,257			(428,973		)
Cash flows from financing activities:
Borrowings under bank line of credit, net	1,823,000			1,244,189			1,108,417
Repayments under bank line of credit	(2,755,668		)	(1,150,596		)	(540,000		)
Proceeds related to QCP Spin-Off, net	—			—			1,685,172
Issuance and borrowings of debt, excluding bank line of credit	223,587			5,395			—
Repayments and repurchase of debt, excluding bank line of credit	(1,604,026		)	(1,468,446		)	(2,316,774		)
Payments for debt extinguishment and deferred financing costs	(41,552		)	(51,415		)	(54,856		)
Issuance of common stock and exercise of options	217,656			28,121			67,650
Repurchase of common stock	(3,432		)	(4,785		)	(8,685		)
Dividends paid on common stock	(696,913		)	(694,955		)	(979,542		)
Issuance of noncontrolling interests	299,666			1,615			11,834
Distributions to and purchase of noncontrolling interests	(82,854		)	(57,584		)	(27,481		)
Net cash provided by (used in) financing activities	(2,620,536		)	(2,148,461		)	(1,054,265		)
Effect of foreign exchanges on cash, cash equivalents and restricted cash	191			376			(1,019		)
Net increase (decrease) in cash, cash equivalents and restricted cash	57,643			(54,787		)	(270,126		)
Cash, cash equivalents and restricted cash, beginning of year	82,203			136,990			407,116
Cash, cash equivalents and restricted cash, end of year	$	139,846		$	82,203		$	136,990

See accompanying Notes to Consolidated Financial Statements.

72

HCP, Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. Business

Overview

HCP, Inc., an S&P 500 company, is a Maryland corporation that is organized to qualify as a real estate investment trust (“REIT”) which, together with its consolidated entities (collectively, “HCP” or the “Company”), invests primarily in real estate serving the healthcare industry in the United States (“U.S.”). The Company acquires, develops, leases, and manages and disposes of healthcare real estate. The Company’s diverse portfolio is comprised of investments in the following reportable healthcare segments: (i) senior housing triple-net, (ii) senior housing operating portfolio (“SHOP”), (iii) life science and (iv) medical office.

NOTE 2. Summary of Significant Accounting Policies

Use of Estimates

Management is required to make estimates and assumptions in the preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”). These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from management’s estimates.

Principles of Consolidation

The consolidated financial statements include the accounts of HCP, Inc., its wholly-owned subsidiaries, joint ventures and variable interest entities that it controls through voting rights or other means. Intercompany transactions and balances have been eliminated upon consolidation.

The Company is required to continually evaluate its variable interest entity (“VIE”) relationships and consolidate these entities when it is determined to be the primary beneficiary of their operations. A VIE is broadly defined as an entity where either: (i) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support, (ii) substantially all of an entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights, or (iii) the equity investors as a group lack any of the following: (a) the power through voting or similar rights to direct the activities of an entity that most significantly impact the entity’s economic performance, (b) the obligation to absorb the expected losses of an entity, or (c) the right to receive the expected residual returns of an entity. Criterion (iii) above is generally applied to limited partnerships and similarly structured entities by assessing whether a simple majority of the limited partners hold substantive rights to participate in the significant decisions of the entity or have the ability to remove the decision maker or liquidate the entity without cause. If neither of those criteria are met, the entity is a VIE.

The designation of an entity as a VIE should be reassessed upon certain events, including, but not limited to: (i) a change to the terms or in the ability of a party to exercise its participation of kick-out rights, (ii) a change to the capitalization structure of the entity, or (iii) acquisitions or sales of interests that constitute a change in control.

A variable interest holder is considered to be the primary beneficiary of a VIE if it has the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and has the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. The Company qualitatively assesses whether it is (or is not) the primary beneficiary of a VIE. Consideration of various factors include, but is not limited to, its form of ownership interest, its representation on the VIE’s governing body, the size and seniority of its investment, its ability and the rights of other investors to participate in policy making decisions, its ability to manage its ownership interest relative to the other interest holders, and its ability to replace the VIE manager and/or liquidate the entity.

For its investments in joint ventures that are not considered to be VIEs, the Company evaluates the type of ownership rights held by the limited partner(s) that may preclude consolidation by the majority interest holder. The assessment of limited partners’ rights and their impact on the control of a joint venture should be made at inception of the joint venture and continually reassessed.

73

Revenue Recognition

Lease Classification

At the inception of a new lease arrangement, including new leases that arise from amendments, the Company assesses the terms and conditions to determine the proper lease classification. For leases entered into prior to January 1, 2019, a lease arrangement is classified as an operating lease if none of the following criteria are met: (i) transfer of ownership to the lessee prior to or shortly after the end of the lease term, (ii) lessee has a bargain purchase option during or at the end of the lease term, (iii) the lease term is equal to 75% or more of the underlying property’s economic life, or (iv) the present value of future minimum lease payments (excluding executory costs) is equal to 90% or more of the excess fair value (over retained tax credits) of the leased property. If one of the four criteria is met and the minimum lease payments are determined to be reasonably predictable and collectible, the lease arrangement is generally accounted for as a direct financing lease (“DFL”).

Concurrent with the Company's adoption of Accounting Standards Update ("ASU") No. 2016-02, Leases (“ASU 2016-02”) on January 1, 2019, the Company will begin classifying a lease entered into subsequent to adoption as an operating lease if none of the following criteria are met: (i) transfer of ownership to the lessee by the end of the lease term, (ii) lessee has a purchase option during or at the end of the lease term that it is reasonably certain to exercise, (iii) the lease term is for the major part of the remaining economic life of the underlying asset, (iv) the present value of future minimum lease payments is equal to substantially all of the fair value of the underlying asset, or (v) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the Company at the end of the lease term.

Rental and Related Revenues

The Company commences recognition of rental revenue for operating lease arrangements when the tenant has taken possession or controls the physical use of a leased asset. The tenant is not considered to have taken physical possession or have control of the leased asset until the Company-owned tenant improvements are substantially complete. If a lease arrangement provides for tenant improvements, the Company determines whether the tenant improvements are owned by the tenant or the Company. When the Company is the owner of the tenant improvements, any tenant improvements funded by the tenant are treated as lease payments which are deferred and amortized into income over the lease term. When the tenant is the owner of the tenant improvements, any tenant improvement allowance that is funded by the Company is treated as a lease incentive and amortized as a reduction of revenue over the lease term. Ownership of tenant improvements is determined based on various factors including, but not limited to, the following criteria:

• lease stipulations of how and on what a tenant improvement allowance may be spent;

• which party to the arrangement retains legal title to the tenant improvements upon lease expiration;

• whether the tenant improvements are unique to the tenant or general purpose in nature;

• if the tenant improvements are expected to have significant residual value at the end of the lease term;

• the responsible party for construction cost overruns; and

• which party constructs or directs the construction of the improvements.

Certain leases provide for additional rents that are contingent upon a percentage of the facility’s revenue in excess of specified base amounts or other thresholds. Such revenue is recognized when actual results reported by the tenant or estimates of tenant results, exceed the base amount or other thresholds, and only after any contingency has been removed (when the related thresholds are achieved). This may result in the recognition of rental revenue in periods subsequent to when such payments are received.

Tenant recoveries subject to operating leases generally relate to the reimbursement of real estate taxes, insurance and repairs and maintenance expense. These expenses are recognized as revenue in the period they are incurred. The reimbursements of these expenses are recognized in rental and related revenues, as the Company is generally the primary obligor and, with respect to purchasing goods and services from third party suppliers, has discretion in selecting the supplier and bears the associated credit risk.

For operating leases with minimum scheduled rent increases, the Company recognizes income on a straight line basis over the lease term when collectibility is reasonably assured. Recognizing rental income on a straight line basis results in a difference in the timing of revenue amounts from what is contractually due from tenants. If the Company determines that collectibility of straight line rents is not reasonably assured, future revenue recognition is limited to amounts contractually owed and paid, and, when appropriate, an allowance for estimated losses is established.

74

Resident Fees and Services

Resident fee revenue is recorded when services are rendered and includes resident room and care charges, community fees and other resident charges. Residency agreements are generally for a term of 30 days to one year, with resident fees billed monthly, in advance. Revenue for certain care related services is recognized as services are provided and is billed monthly in arrears.

Income from Direct Financing Leases

The Company utilizes the direct finance method of accounting to record DFL income. For a lease accounted for as a DFL, the net investment in the DFL represents receivables for the sum of future minimum lease payments and the estimated residual value of the leased property, less the unamortized unearned income. Unearned income is deferred and amortized to income over the lease term to provide a constant yield when collectibility of the lease payments is reasonably assured.

Interest Income

Loans receivable are classified as held-for-investment based on management’s intent and ability to hold the loans for the foreseeable future or to maturity. Loans held-for-investment are carried at amortized cost and reduced by a valuation allowance for estimated credit losses, as necessary. The Company recognizes interest income on loans, including the amortization of discounts and premiums, loan fees paid and received, using the interest method. The interest method is applied on a loan-by-loan basis when collectibility of the future payments is reasonably assured. Premiums and discounts are recognized as yield adjustments over the term of the related loans.

Gain (loss) on sales of real estate, net

The Company recognizes a gain (loss) on sale of real estate when the criteria for an asset to be derecognized are met, which include when: (i) a contract exists, (ii) the buyer obtains control of the asset, and (iii) it is probable that the Company will receive substantially all of the consideration to which it is entitled. These criteria are generally satisfied at the time of sale.

Allowance for Doubtful Accounts

The Company evaluates the liquidity and creditworthiness of its tenants, operators and borrowers on a monthly and quarterly basis. The Company’s evaluation considers industry and economic conditions, individual and portfolio property performance, credit enhancements, liquidity and other factors. The Company’s tenants, borrowers and operators furnish property, portfolio and guarantor/operator-level financial statements, among other information, on a monthly or quarterly basis; the Company utilizes this financial information to calculate the lease or debt service coverages that it uses as a primary credit quality indicator. Lease and debt service coverage information is evaluated together with other property, portfolio and operator performance information, including revenue, expense, net operating income, occupancy, rental rate, reimbursement trends, capital expenditures and EBITDA (defined as earnings before interest, tax, and depreciation and amortization), along with other liquidity measures. The Company evaluates, on a monthly basis or immediately upon a significant change in circumstance, its tenants’, operators’ and borrowers’ ability to service their obligations with the Company.

The Company maintains an allowance for doubtful accounts for straight-line rent receivables resulting from tenants’ inability to make contractual rent and tenant recovery payments or lease defaults. For straight-line rent receivables, the Company’s assessment is based on amounts estimated to be recoverable over the lease term.

In connection with the Company’s quarterly review process or upon the occurrence of a significant event, loans receivable and DFLs (collectively, “Finance Receivables”), are reviewed and assigned an internal rating of Performing, Watch List or Workout. Finance Receivables that are deemed Performing meet all present contractual obligations, and collection and timing, of all amounts owed is reasonably assured. Watch List Finance Receivables are defined as Finance Receivables that do not meet the definition of Performing or Workout. Workout Finance Receivables are defined as Finance Receivables in which the Company has determined, based on current information and events, that: (i) it is probable it will be unable to collect all amounts due according to the contractual terms of the agreement, (ii) the tenant, operator, or borrower is delinquent on making payments under the contractual terms of the agreement and (iii) the Company has commenced action or anticipates pursuing action in the near term to seek recovery of its investment.

Finance Receivables are placed on nonaccrual status when management determines that the collectibility of contractual amounts is not reasonably assured (the asset will have an internal rating of either Watch List or Workout). Further, the Company performs a credit analysis to support the tenant’s, operator’s, borrower’s and/or guarantor’s repayment capacity and the underlying collateral values. The Company uses the cash basis method of accounting for Finance Receivables placed on nonaccrual status unless one of the following conditions exist whereby it utilizes the cost recovery method of accounting: (i) if the Company determines that it is probable that it will only recover the recorded investment in the Finance Receivable, net of associated allowances or charge-offs (if any), or (ii) the Company cannot reasonably estimate the amount of an impaired Finance Receivable. For cash basis method of accounting the Company applies payments received, excluding principal paydowns, to interest income so long as that amount does not exceed the amount that would have been earned under the original contractual terms. For cost recovery method of

75

accounting any payment received is applied to reduce the recorded investment. Generally, the Company returns a Finance Receivable to accrual status when all delinquent payments become current under the terms of the loan or lease agreements and collectibility of the remaining contractual loan or lease payments is reasonably assured.

Allowances are established for Finance Receivables on an individual basis utilizing an estimate of probable losses, if they are determined to be impaired. Finance Receivables are impaired when it is deemed probable that the Company will be unable to collect all amounts due in accordance with the contractual terms of the loan or lease. An allowance is based upon the Company’s assessment of the lessee’s or borrower’s overall financial condition, economic resources, payment record, the prospects for support from any financially responsible guarantors and, if appropriate, the net realizable value of any collateral. These estimates consider all available evidence, including the expected future cash flows discounted at the Finance Receivable’s effective interest rate, fair value of collateral, general economic conditions and trends, historical and industry loss experience, and other relevant factors, as appropriate. Should a Finance Receivable be deemed partially or wholly uncollectible, the uncollectible balance is charged off against the allowance in the period in which the uncollectible determination has been made.

Real Estate

The Company’s real estate acquisitions are generally classified as asset acquisitions for which the Company records identifiable assets acquired, liabilities assumed and any associated noncontrolling interests at cost on a relative fair value basis. In addition, for such asset acquisitions, no goodwill is recognized, third party transaction costs are capitalized and any associated contingent consideration is generally recorded when the contingency is resolved.

The Company assesses fair value based on available market information, such as capitalization and discount rates, comparable sale transactions and relevant per square foot or unit cost information. A real estate asset’s fair value may be determined utilizing cash flow projections that incorporate such market information. Estimates of future cash flows are based on a number of factors including historical operating results, known and anticipated trends, as well as market and economic conditions. The fair value of tangible assets of an acquired property is based on the value of the property as if it is vacant.

The Company records acquired “above and below market” leases at fair value using discount rates which reflect the risks associated with the leases acquired. The amount recorded is based on the present value of the difference between (i) the contractual amounts paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each in-place lease, measured over a period equal to the remaining term of the lease for above market leases and the initial term plus the extended term for any leases with bargain renewal options. Other intangible assets acquired include amounts for in-place lease values that are based on an evaluation of the specific characteristics of each property and the acquired tenant lease(s). Factors considered include estimates of carrying costs during hypothetical expected lease-up periods, market conditions and costs to execute similar leases. In estimating carrying costs, the Company includes estimates of lost rents at market rates during the hypothetical expected lease-up periods, which are dependent on local market conditions and expected trends. In estimating costs to execute similar leases, the Company considers leasing commissions, legal and other related costs.

The Company capitalizes direct construction and development costs, including predevelopment costs, interest, property taxes, insurance and other costs directly related and essential to the development or construction of a real estate asset. The Company capitalizes construction and development costs while substantive activities are ongoing to prepare an asset for its intended use. The Company considers a construction project as substantially complete and held available for occupancy upon the completion of Company-owned tenant improvements, but no later than one year from cessation of significant construction activity. Costs incurred after a project is substantially complete and ready for its intended use, or after development activities have ceased, are expensed as incurred. For redevelopment of existing operating properties, the Company capitalizes the cost for the construction and improvement incurred in connection with the redevelopment.

Costs previously capitalized related to abandoned developments/redevelopments are charged to earnings. Expenditures for repairs and maintenance are expensed as incurred. The Company considers costs incurred in conjunction with re-leasing properties, including tenant improvements and lease commissions, to represent the acquisition of productive assets and, accordingly, such costs are reflected as investing activities in the Company’s consolidated statement of cash flows.

The Company computes depreciation on properties using the straight-line method over the assets’ estimated useful lives. Depreciation is discontinued when a property is identified as held for sale. Buildings and improvements are depreciated over useful lives ranging up to 60 years. Market lease intangibles are amortized primarily to revenue over the remaining noncancellable lease terms and bargain renewal periods, if any. In-place lease intangibles are amortized to expense over the remaining noncancellable lease term and bargain renewal periods, if any.

Concurrent with the Company's adoption of ASU 2016-02 on January 1, 2019, the Company elected to recognize expense associated with short-term leases (those with a noncancellable lease term of 12 months or less) under which the Company is the lessee on a straight-line basis and not recognize those leases on its consolidated balance sheets.

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For leases other than short-term operating leases under which the Company is the lessee, such as ground leases and corporate office leases, the Company recognizes a right-of-use asset and related lease liability on its consolidated balance sheet at inception of the lease. The lease liability is calculated as the sum of: (i) the present value of minimum lease payments at lease commencement (discounted using the Company's secured incremental borrowing rate) and (ii) the present value of amounts probable of being paid under any residual value guarantees. The right-of-use asset is calculated as the lease liability, adjusted for the following: (i) any lease payments made to the lessor at or before the commencement date, minus any lease incentives received and (ii) any initial direct costs incurred by the Company.

Impairment of Long-Lived Assets and Goodwill

The Company assesses the carrying value of real estate assets and related intangibles (“real estate assets”) when events or changes in circumstances indicate that the carrying value may not be recoverable. The Company tests its real estate assets for impairment by comparing the sum of the expected future undiscounted cash flows to the carrying value of the real estate assets. The expected future undiscounted cash flows reflect external market factors and are probability-weighted to reflect multiple possible cash-flow scenarios, including selling the assets at various points in the future. Further, the analysis considers the impact, if any, of master lease agreements on cash flows, which are calculated utilizing the lowest level of identifiable cash flows that are largely independent of the cash flows of other assets and liabilities. If the carrying value exceeds the expected future undiscounted cash flows, an impairment loss will be recognized to the extent that the carrying value of the real estate assets exceeds their fair value. If an asset is classified as held for sale, it is reported at the lower of its carrying value or fair value less costs to sell and no longer depreciated.

When testing goodwill for impairment, if the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company recognizes an impairment loss for the amount by which the carrying value, including goodwill, exceeds the reporting unit’s fair value.

Assets Held for Sale and Discontinued Operations

The Company classifies a real estate property as held for sale when: (i) management has approved the disposal, (ii) the property is available for sale in its present condition, (iii) an active program to locate a buyer has been initiated, (iv) it is probable that the property will be disposed of within one year, (v) the property is being marketed at a reasonable price relative to its fair value, and (vi) it is unlikely that the disposal plan will significantly change or be withdrawn.

A discontinued operation represents: (i) a component of an entity or group of components that has been disposed of or is classified as held for sale in a single transaction and represents a strategic shift that has or will have a major effect on the Company’s operations and financial results or (ii) an acquired business that is classified as held for sale on the date of acquisition. Examples of a strategic shift include disposing of: (i) a separate major line of business, (ii) a separate major geographic area of operations, or (iii) other major parts of the Company.

Investments in Unconsolidated Joint Ventures

Investments in entities which the Company does not consolidate, but has the ability to exercise significant influence over the operating and financial policies of, are reported under the equity method of accounting. Under the equity method of accounting, the Company’s share of the investee’s earnings or losses is included in the Company’s consolidated results of operations.

The initial carrying value of investments in unconsolidated joint ventures is based on the amount paid to purchase the joint venture interest, the fair value of assets contributed to the joint venture, or the fair value of the assets prior to the sale of interests in the joint venture. To the extent that the Company’s cost basis is different from the basis reflected at the joint venture level, the basis difference is generally amortized over the lives of the related assets and liabilities, and such amortization is included in the Company’s share of equity in earnings of the joint venture. The Company evaluates its equity method investments for impairment based upon a comparison of the fair value of the equity method investment to its carrying value. When the Company determines a decline in the fair value of an investment in an unconsolidated joint venture below its carrying value is other-than-temporary, an impairment is recorded. The Company recognizes gains on the sale of interests in joint ventures to the extent the economic substance of the transaction is a sale.

The Company’s fair values of its equity method investments are determined based on discounted cash flow models that include all estimated cash inflows and outflows over a specified holding period and, where applicable, any estimated debt premiums or discounts. Capitalization rates, discount rates and credit spreads utilized in these valuation models are based upon assumptions that the Company believes to be within a reasonable range of current market rates for the respective investments.

The Company did not record any impairments of its investments in unconsolidated joint ventures in the statements of operations for the years ended December 31, 2018, 2017 or 2016.

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Share-Based Compensation

Compensation expense for share-based awards granted to employees with graded vesting schedules is generally recognized on a straight-line basis over the vesting period. Forfeitures of share-based awards are recognized as they occur.

Cash and Cash Equivalents and Restricted Cash

Cash and cash equivalents consist of cash on hand and short-term investments with original maturities of three months or less when purchased. Restricted cash primarily consists of amounts held by mortgage lenders to provide for (i) real estate tax expenditures, tenant improvements and capital expenditures, (ii) security deposits, and (iii) net proceeds from property sales that were executed as tax-deferred dispositions.

Derivatives and Hedging

During its normal course of business, the Company uses certain types of derivative instruments for the purpose of managing interest rate and foreign currency risk. To qualify for hedge accounting, derivative instruments used for risk management purposes must effectively reduce the risk exposure that they are designed to hedge. In addition, at inception of a qualifying cash flow hedging relationship, the underlying transaction or transactions, must be, and are expected to remain, probable of occurring in accordance with the Company’s related assertions.

The Company recognizes all derivative instruments, including embedded derivatives that are required to be bifurcated, as assets or liabilities in the consolidated balance sheets at fair value. Changes in fair value of derivative instruments that are not designated in hedging relationships or that do not meet the criteria of hedge accounting are recognized in earnings. For derivative instruments designated in qualifying cash flow hedging relationships, changes in fair value related to the effective portion of the derivative instruments are recognized in accumulated other comprehensive income (loss), whereas changes in fair value of the ineffective portion are recognized in earnings.

Using certain of its British pound sterling (“GBP”) denominated debt, the Company applies net investment hedge accounting to hedge the foreign currency exposure from its net investment in GBP-functional unconsolidated subsidiaries. The variability of the GBP-denominated debt due to changes in the GBP to U.S. dollar (“USD”) exchange rate (“remeasurement value”) is recognized as part of the cumulative translation adjustment component of accumulated other comprehensive income (loss).

If it is determined that a derivative instrument ceases to be highly effective as a hedge, or that it is probable the underlying forecasted transaction will not occur, the Company discontinues its cash flow hedge accounting prospectively and records the appropriate adjustment to earnings based on the current fair value of the derivative instrument. For net investment hedge accounting, upon sale or liquidation of the hedged investment, the cumulative balance of the remeasurement value is reclassified to earnings.

Income Taxes

HCP, Inc. has elected REIT status and believes it has always operated so as to continue to qualify as a REIT under Sections 856 to 860 of the Internal Revenue Code of 1986, as amended (the “Code”). Accordingly, HCP, Inc. will generally not be subject to U.S. federal income tax, provided that it continues to qualify as a REIT and makes distributions to stockholders equal to or in excess of its taxable income. In addition, the Company has formed several consolidated subsidiaries that have elected REIT status. HCP, Inc. and its consolidated REIT subsidiaries are each subject to the REIT qualification requirements under the Code. If any REIT fails to qualify as a REIT in any taxable year, it will be subject to federal income taxes at regular corporate rates and may be ineligible to qualify as a REIT for four subsequent tax years.

HCP, Inc. and its consolidated REIT subsidiaries are subject to state, local and foreign income taxes in some jurisdictions, and in certain circumstances each REIT may also be subject to federal excise taxes on undistributed income. In addition, certain activities that the Company undertakes may be conducted by entities which have elected to be treated as taxable REIT subsidiaries (“TRSs”). TRSs are subject to federal, state and local income taxes. The Company recognizes tax penalties relating to unrecognized tax benefits as additional income tax expense. Interest relating to unrecognized tax benefits is recognized as interest expense.

Capital Raising Issuance Costs

Costs incurred in connection with the issuance of common shares are recorded as a reduction of additional paid-in capital. Debt issuance costs related to debt instruments excluding line of credit arrangements are deferred, recorded as a reduction of the related debt liability, and amortized to interest expense over the remaining term of the related debt liability utilizing the effective interest method. Debt issuance costs related to line of credit arrangements are deferred, included in other assets, and amortized to interest expense on a straight-line basis over the remaining term of the related line of credit arrangement.

Penalties incurred to extinguish debt and any remaining unamortized debt issuance costs, discounts and premiums are recognized as income or expense in the consolidated statements of operations at the time of extinguishment.

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Segment Reporting

The Company’s reportable segments, based on how it evaluates its business and allocates resources, are as follows: (i) senior housing triple-net, (ii) SHOP, (iii) life science and (iv) medical office.

Noncontrolling Interests

Arrangements with noncontrolling interest holders are assessed for appropriate balance sheet classification based on the redemption and other rights held by the noncontrolling interest holder. Net income (loss) attributable to a noncontrolling interest is included in net income (loss) on the consolidated statements of operations and, upon a gain or loss of control, the interest purchased or sold, and any interest retained, is recorded at fair value with any gain or loss recognized in earnings. The Company accounts for purchases or sales of equity interests that do not result in a change in control as equity transactions.

The Company consolidates non-managing member limited liability companies (“DownREITs”) because it exercises control, and the noncontrolling interests in these entities are carried at cost. The non-managing member limited liability company (“LLC”) units (“DownREIT units”) are exchangeable for an amount of cash approximating the then-current market value of shares of the Company’s common stock or, at the Company’s option, shares of the Company’s common stock (subject to certain adjustments, such as stock splits and reclassifications). Upon exchange of DownREIT units for the Company’s common stock, the carrying amount of the DownREIT units is reclassified to stockholders’ equity.

Foreign Currency Translation and Transactions

Assets and liabilities denominated in foreign currencies that are translated into U.S. dollars use exchange rates in effect at the end of the period, and revenues and expenses denominated in foreign currencies that are translated into U.S. dollars use average rates of exchange in effect during the related period. Gains or losses resulting from translation are included in accumulated other comprehensive income (loss), a component of stockholders’ equity on the consolidated balance sheets. Gains or losses resulting from foreign currency transactions are translated into U.S. dollars at the rates of exchange prevailing at the dates of the transactions. The effects of transaction gains or losses are included in other income (expense), net in the consolidated statements of operations.

Fair Value Measurement

The Company measures and discloses the fair value of nonfinancial and financial assets and liabilities utilizing a hierarchy of valuation techniques based on whether the inputs to a fair value measurement are considered to be observable or unobservable in a marketplace. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. This hierarchy requires the use of observable market data when available. These inputs have created the following fair value hierarchy:

• Level 1—quoted prices for identical instruments in active markets;

• Level 2—quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and

• Level 3—fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The Company measures fair value using a set of standardized procedures that are outlined herein for all assets and liabilities which are required to be measured at fair value. When available, the Company utilizes quoted market prices from an independent third party source to determine fair value and classifies such items in Level 1. In instances where a market price is available, but the instrument is in an inactive or over-the-counter market, the Company consistently applies the dealer (market maker) pricing estimate and classifies the asset or liability in Level 2.

If quoted market prices or inputs are not available, fair value measurements are based upon valuation models that utilize current market or independently sourced market inputs, such as interest rates, option volatilities, credit spreads and/or market capitalization rates. Items valued using such internally-generated valuation techniques are classified according to the lowest level input that is significant to the fair value measurement. As a result, the asset or liability could be classified in either Level 2 or Level 3 even though there may be some significant inputs that are readily observable. Internal fair value models and techniques used by the Company include discounted cash flow models. The Company also considers its counterparty’s and own credit risk for derivative instruments and other liabilities measured at fair value. The Company has elected the mid-market pricing expedient when determining fair value.

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Earnings per Share

Basic earnings per common share is computed by dividing net income (loss) applicable to common shares by the weighted average number of shares of common stock outstanding during the period. The Company accounts for unvested share-based payment awards that contain non-forfeitable dividend rights or dividend equivalents (whether paid or unpaid) as participating securities, which are included in the computation of earnings per share pursuant to the two-class method. Diluted earnings per common share is calculated by including the effect of dilutive securities.

Recent Accounting Pronouncements

Adopted

Between May 2014 and February 2017, the Financial Accounting Standards Board (“FASB”) issued four ASUs changing the requirements for recognizing and reporting revenue (together, herein referred to as the “Revenue ASUs”): (i) ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), (ii) ASU No. 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (“ASU 2016-08”), (iii) ASU No. 2016-12, Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”), and (iv) ASU No. 2017-05, Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets (“ASU 2017-05”). ASU 2014-09 provides guidance for revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2016-08 is intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations. ASU 2016-12 provides practical expedients and improvements on the previously narrow scope of ASU 2014-09. ASU 2017-05 clarifies the scope of the FASB’s guidance on nonfinancial asset derecognition and aligns the accounting for partial sales of nonfinancial assets and in-substance nonfinancial assets with the guidance in ASU 2014-09. The Company adopted the Revenue ASUs effective January 1, 2018 and utilized a modified retrospective adoption approach, resulting in a cumulative-effect adjustment to equity of $79 million as of January 1, 2018. Under the Revenue ASUs, the Company also elected to utilize a practical expedient which allows the Company to only reassess contracts that were not completed as of the adoption date, rather than all historical contracts.

As the primary source of revenue for the Company is generated through leasing arrangements, for which timing and recognition of revenue will be the same whether accounted for under the Revenue ASUs or lease accounting guidance (see discussion below), the impact of the Revenue ASUs, upon and subsequent to adoption, is generally limited to the following:

• Prior to the adoption of the Revenue ASUs, the Company recognized a gain on sale of real estate using the full accrual method when collectibility of the sales price was reasonably assured, the Company was not obligated to perform additional activities that may be considered significant, the initial investment from the buyer was sufficient and other profit recognition criteria had been satisfied. The Company deferred all or a portion of a gain on sale of real estate if the requirements for gain recognition were not met at the time of sale. Subsequent to adopting the Revenue ASUs on January 1, 2018, the Company began recognizing a gain on sale of real estate upon transferring control of the asset to the purchaser, which is generally satisfied at the time of sale. In conjunction with its adoption of the Revenue ASUs, the Company reassessed its historical partial sale of real estate transactions to determine which transactions, if any, were not completed contracts (i.e., the transaction did not qualify for sale treatment under previous guidance). The Company concluded that it had one such material transaction, its partial sale of RIDEA II in the first quarter of 2017 (which was not a completed sale under historical guidance as of the Company's adoption date due to a minor obligation related to the interest sold). In accordance with the Revenue ASUs, the Company recorded its retained 40% equity investment at fair value as of the sale date. As a result, the Company recorded an adjustment to equity as of January 1, 2018 (under the modified retrospective transition approach) representing a step-up in the fair value of its equity investment in RIDEA II of $107 million (to a carrying value of $121 million as of January 1, 2018) and a $30 millionimpairment charge to decrease the carrying value to the sales price of the investment (see Note 5). The Company completed the sale of its equity investment in June 2018 and no longer holds an economic interest in RIDEA II.

• The Company generally expects that the new guidance will result in certain transactions qualifying as sales of real estate at an earlier date than under historical accounting guidance.

• The Company, along with its joint venture partners and independent SHOP operators, provide certain ancillary services to SHOP residents that are not contemplated in the lease with each resident (i.e., guest meals, concierge services, pharmacy services, etc.). These services are provided and paid for in addition to the standard services included in each resident lease (i.e., room and board, standard meals, etc.). The Company bills residents for ancillary services one month in arrears and recognizes revenue as the services are provided, as the Company has no continuing performance obligation related to those services. Included within resident fees and services for the years ended December 31, 2018, 2017 and 2016 is $40 million, $38 million and $51 million, respectively, of ancillary service revenue.

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Additionally, during the year ended December 31, 2018, the Company adopted the following ASUs:

• ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”) and ASU No. 2018-03, Technical Corrections and Improvements to Financial Instruments - Overall (“ASU 2018-03”). The core principle of the amendments in ASU 2016-01 and ASU 2018-03 involves the measurement of equity investments (except those accounted for under the equity method of accounting or those that result in consolidation) at fair value and the recognition of changes in fair value of those investments during each reporting period in net income (loss). As a result, ASU 2016-01 and ASU 2018-03 eliminate the cost method of accounting for equity securities that do not have readily determinable fair values. Pursuant to the new guidance, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The adoption of ASU 2016-01 and 2018-03 did not have a material impact to the Company's consolidated financial position, results of operations, cash flows, or disclosures.

• ASU No. 2016-16, Intra-Entity Transfers of Assets Other Than Inventory (“ASU 2016-16”). The amendments in ASU 2016-16 require an entity to recognize the income tax consequences of intra-entity transfers of assets, other than inventory, at the time that the transfer occurs. Historical guidance does not require recognition of tax consequences until the asset is eventually sold to a third party. The adoption of ASU 2016-16 did not have a material impact to the Company's consolidated financial position, results of operations, cash flows, or disclosures.

On January 1, 2017 the Company adopted ASU No. 2017-01, Clarifying the Definition of a Business (“ASU 2017-01”) which narrows the FASB’s definition of a business and provides a framework that gives entities a basis for making reasonable judgments about whether a transaction involves an asset, or a group of assets, or a business. ASU 2017-01 states that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or group of similar identifiable assets, the set is not a business. If this initial test is not met, a set cannot be considered a business unless it includes an acquired input and a substantive process that together significantly contribute to the ability to create outputs. In addition, ASU 2017-01 clarifies the requirements for a set of activities to be considered a business and narrows the definition of an output. As a result of prospectively adopting ASU 2017-01, the majority of the Company’s real estate acquisitions subsequent to January 1, 2017 are classified as asset acquisitions for which the Company records identifiable assets acquired, liabilities assumed and any associated noncontrolling interests at cost on a relative fair value basis. In addition, for such asset acquisitions, no goodwill is recognized, third party transaction costs are capitalized and any associated contingent consideration is recorded when the contingency is resolved.

Not Yet Adopted

Leases. In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”). ASU 2016-02 (codified under Accounting Standards Codification (“ASC”) 842) amends the current accounting for leases to: (i) require lessees to put most leases on their balance sheets (not required for short-term leases with lease terms of 12 months or less), but continue recognizing expenses on their income statements in a manner similar to requirements under prior accounting guidance, (ii) eliminate real estate specific lease provisions, and (iii) modify the classification criteria and accounting for sales-type leases for lessors. Additionally, ASU 2016-02 provides a practical expedient, which the Company elected, that allows an entity to not reassess the following upon adoption (must be elected as a group): (i) whether an expired or existing contract contains a lease arrangement, (ii) lease classification related to expired or existing lease arrangements, or (iii) whether costs incurred on expired or existing leases qualify as initial direct costs.

As a result of adopting ASU 2016-02 on January 1, 2019 using the modified retrospective transition approach, the Company will capitalize fewer costs related to the drafting and negotiation of its lease agreements. Additionally, the Company will recognize all of its significant operating leases for which it is the lessee, including corporate office leases, equipment leases, and ground leases, on its consolidated balance sheets through a lease liability and corresponding right-of-use asset. As such, the Company expects to recognize a lease liability between $130 million and $165 million and right-of-use asset between $145 million and $180 million (lease liability, net of the existing accrued straight-line rent liability balance and adjusted for unamortized above/below market ground lease intangibles) during the first quarter of 2019.

Under ASU 2016-02, a practical expedient was offered to lessees to make a policy election, which the Company elected, to not separate lease and nonlease components, but rather account for the combined components as a single lease component under ASC 842. In July 2018, the FASB issued ASU No. 2018-11, Leases - Targeted Improvements (“ASU 2018-11”), which provides lessors with a similar option to elect a practical expedient allowing them to not separate lease and nonlease components in a contract for the purpose of revenue recognition and disclosure. This practical expedient is limited to circumstances in which: (i) the timing and pattern of transfer are the same for the nonlease component and the related lease component and (ii) the lease component, if accounted for separately, would be classified as an operating lease. This practical expedient causes an entity to assess whether a contract is predominantly lease or service based and recognize the entire contract under the relevant accounting guidance (i.e., predominantly lease-based would be accounted for under ASU 2016-02 and predominantly service-based would be accounted for under the Revenue ASUs). The Company elected this practical expedient as well and, as a result, beginning January 1, 2019, the

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Company will recognize revenue from its senior housing triple-net, medical office, and life science segments under ASC 842 and revenue from its SHOP segment under the Revenue ASUs (codified under ASC 606).

In conjunction with reaching the conclusions above, the Company concluded it was appropriate (under ASC 205, Presentation of Financial Statements) to reclassify amounts previously classified as revenue from tenant recoveries (within the senior housing triple-net, life science, and medical office segments) and present them combined with rental and related revenues within the statements of operations. The Company implemented this change during the fourth quarter of 2018. Included within rental and related revenues for the years ended December 31, 2018, 2017 and 2016 is $157 million, $142 million and $134 million, respectively, of tenant recoveries.

In December 2018, the FASB issued ASU No. 2018-20, Narrow Scope Improvements for Lessors (“ASU 2018-20”), which requires that a lessor: (i) exclude certain lessor costs paid directly by a lessee to third parties on behalf of the lessor from a lessor's measurement of variable lease revenue and associated expense (i.e., no gross up of revenue and expense for these costs), and (ii) include lessor costs that are paid by the lessor and reimbursed by the lessee in the measurement of variable lease revenue and the associated expense (i.e., gross up revenue and expense for these costs). This is consistent with the Company’s current presentation and will not require a material change on January 1, 2019.

Credit Losses. In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 is intended to improve financial reporting by requiring timelier recognition of credit losses on loans and other financial instruments held by financial institutions and other organizations. The amendments in ASU 2016-13 eliminate the “probable” initial threshold for recognition of credit losses in current accounting guidance and, instead, reflect an entity’s current estimate of all expected credit losses over the life of the financial instrument. Previously, when credit losses were measured under current accounting guidance, an entity generally only considered past events and current conditions in measuring the incurred loss. The amendments in ASU 2016-13 broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually. The use of forecasted information incorporates more timely information in the estimate of expected credit loss. ASU 2016-13 is effective for fiscal years, and interim periods within, beginning after December 15, 2019. Early adoption is permitted for fiscal years, and interim periods within, beginning after December 15, 2018. A reporting entity is required to apply the amendments in ASU 2016-13 using a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption. A prospective transition approach is required for debt securities for which an other-than-temporary impairment had been recognized before the effective date. Upon adoption of ASU 2016-13, the Company is required to reassess its financing receivables, including DFLs and loans receivable, and expects that application of ASU 2016-13 may result in the Company recognizing credit losses at an earlier date than would otherwise be recognized under current accounting guidance. The Company is evaluating the impact of the adoption of ASU 2016-13 on January 1, 2020 to its consolidated financial position and results of operations.

The following ASU has been issued, but not yet adopted, and the Company does not expect a material impact to its consolidated financial position, results of operations, cash flows, or disclosures upon adoption:

• ASU No. 2017-12, Targeted Improvements to Accounting for Hedging Activities (“ASU 2017-12”). ASU 2017-12 is effective for fiscal years, including interim periods within, beginning after December 15, 2018 and early adoption is permitted. For cash flow and net investment hedges existing at the date of adoption, a reporting entity must apply the amendments in ASU 2017-12 using the modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption. The presentation and disclosure amendments in ASU 2017-12 must be applied using a prospective approach.

NOTE 3. Master Transactions and Cooperation Agreement with Brookdale

Master Transactions and Cooperation Agreement with Brookdale

In November 2017, the Company and Brookdale Senior Living Inc. (“Brookdale”) entered into a Master Transactions and Cooperation Agreement (the “MTCA”) to provide the Company with the ability to significantly reduce its concentration of assets leased to and/or managed by Brookdale (the “Brookdale Transactions”). In connection with the overall transaction pursuant to the MTCA, the Company and Brookdale, and certain of their respective subsidiaries, agreed to the following:

• The Company, which owned 90% of the interests in its RIDEA I and RIDEA III joint ventures with Brookdale at the time the MTCA was executed, agreed to purchase Brookdale’s 10% noncontrolling interest in each joint venture for an aggregate purchase price of $95 million. At the time the MTCA was executed, these joint ventures collectively owned and operated 58 independent living, assisted living, memory care and/or skilled nursing facilities (the “RIDEA Facilities”). The Company completed its acquisitions of the RIDEA III noncontrolling interest for $32 millionin December 2017 and the RIDEA I noncontrolling interest for $63 million in March 2018;

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• The Company received the right to sell, or transition to other operators, 32 of the 78 total assets under an Amended and Restated Master Lease and Security Agreement (the “Amended Master Lease”) with Brookdale and 36 of the RIDEA Facilities (and terminate related management agreements with an affiliate of Brookdale without penalty);

• The Company provided an aggregate $5 million annual reduction in rent on three assets, effective January 1, 2018; and

• Brookdale agreed to purchase two of the assets under the Amended Master Lease for $35 million, both of which were sold in April 2018, and four of the RIDEA Facilities for $240 million, one of which was sold in January 2018 for $32 million and the remaining three of which were sold in April 2018 for $208 million.

During the fourth quarter of 2018, the Company sold 19 assets (11 of the 32 senior housing triple-net assets noted above and eight RIDEA Facilities) to a third-party buyer for $377 million. Additionally, during the year ended December 31, 2018, the Company terminated the previous management agreements or leases with Brookdale on 37 assets contemplated under the MTCA and completed the transition of 20 SHOP assets and 17 senior housing triple-net assets to other managers.

Fair Value Measurement Techniques and Quantitative Information

During the fourth quarter of 2017, the Company performed a fair value assessment of each of the MTCA components that provided measurable economic benefit or detriment to the Company. Each fair value calculation is based on an income or market approach and relies on historical and forecasted EBITDAR (defined as earnings before interest, taxes, depreciation, amortization and rent) and revenue, as well as market data, including, but not limited to, a discount rate of 12%, a management fee rate of 5% of revenue, EBITDAR growth rates ranging from zero to 3%, and real estate capitalization rates ranging from 6% to 7%. All assumptions are supported by independent market data and considered to be Level 2 measurements within the fair value hierarchy.

As a result of the assessment, the Company recognized a $20 million net reduction of rental and related revenues related to the right to terminate leases for 32 triple-net assets and the write-off of unamortized lease intangible assets related to those same 32 triple-net assets during the year ended December 31, 2017. Additionally, the Company recognized $35 million of operating expenses related to the right to terminate management agreements for 36 SHOP assets during the year ended December 31, 2017.

NOTE 4. Other Real Estate Property Investments

MSREI MOB JV

In August 2018, the Company and Morgan Stanley Real Estate Investment (“MSREI”) formed a joint venture (the “MSREI JV”) to own a portfolio of medical office buildings ("MOBs"), which the Company owns 51% of and consolidates. To form the joint venture, MSREI contributed cash of $298 million and HCP contributed nine wholly-owned MOBs (the “Contributed Assets”). The Contributed Assets are primarily located in Texas and Florida and were valued at approximately $320 million at the time of contribution. The MSREI JV used substantially all of the cash contributed by MSREI to acquire an additional portfolio of 16 MOBs in Greenville, South Carolina (the “Greenville Portfolio”) for $285 million. Concurrent with acquiring the additional MOBs, the MSREI JV entered into 10-year leases with an anchor tenant on each MOB in the Greenville Portfolio.

The Contributed Assets are accounted for at historical depreciated cost by the Company, as the assets continue to be consolidated. The Greenville Portfolio is accounted for as an asset acquisition, which requires the Company to record the individual components of the acquisition at each component’s relative fair value. As a result, the Company recorded net real estate of $276 million and net intangible assets of $20 million during the year ended December 31, 2018 related to the Greenville Portfolio. Additionally, the Company recognized a noncontrolling interest of $298 million related to the interest owned by MSREI. Refer to Note 19 for a discussion of the Company’s consolidation of the MSREI JV.

Life Science JV Interest Purchase

In November 2018, the Company acquired the outstanding equity interests in three life science joint ventures (which owned four buildings) for $92 million, bringing the Company’s equity ownership to 100% for all three joint ventures. As the Company began consolidating the assets upon acquisition, it derecognized the existing investment in the joint ventures, marked the real estate to fair value (using a relative fair value allocation), and recognized a gain on consolidation of $50 million within other income (expense), net.

Sierra Point Towers Acquisition

In November 2018, the Company entered into definitive agreements to acquire two life science buildings in South San Francisco, California adjacent to the Company’s The Shore at Sierra Point development, for $245 million. The Company made a $15 million nonrefundable deposit upon completing due diligence and expects to close the transaction in the first half of 2019.

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Other Real Estate Acquisitions

During the year ended December 31, 2018, the Company acquired development rights on a land parcel in the Boston suburb of Lexington, Massachusetts for $21 million. The Company commenced a life science development on the land in 2018.

Additionally, in January and February 2019, the Company acquired a life science facility for $71 million and development rights at an adjacent undeveloped land parcel for consideration of up to $27 million. The existing facility and land parcel are located in Cambridge, Massachusetts.

2017 Real Estate Acquisitions

The following table summarizes real estate acquisitions for the year ended December 31, 2017 (in thousands):

	Consideration				Assets Acquired
Segment	Cash Paid		Net Liabilities Assumed		Real Estate		Net Intangibles
SHOP	$	44,258	$	797	$	37,940	$	7,115
Life science	315,255		3,524		305,760		13,019
Medical office	201,240		1,104		184,115		18,229
	$	560,753	$	5,425	$	527,815	$	38,363

Construction, Tenant and Other Capital Improvements

The following table summarizes the Company’s expenditures for construction, tenant and other capital improvements (in thousands):

	Year Ended December 31,
Segment	2018		2017		2016
Senior housing triple-net	$	11,311	$	32,343	$	49,109
SHOP	53,389		49,473		74,158
Life science	396,431		240,901		200,122
Medical office	144,694		148,926		128,308
Other	1,361		135		7,203
	$	607,186	$	471,778	$	458,900

NOTE 5. Dispositions of Real Estate and Discontinued Operations

Dispositions of Real Estate

Held for Sale

At December 31, 2018, nine SHOP facilities and one undeveloped life science land parcel were classified as held for sale, with an aggregate carrying value of $108 million, primarily comprised of real estate assets of $101 million, net of accumulated depreciation of $30 million. At December 31, 2017, two senior housing triple-net facilities, four life science facilities and six SHOP facilities were classified as held for sale, with an aggregate carrying value of $417 million, primarily comprised of real estate assets of $393 million, net of accumulated depreciation of $93 million. Liabilities of assets held for sale is primarily comprised of intangible and other liabilities at both December 31, 2018 and 2017.

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Shoreline Technology Center

In November 2018, the Company sold its Shoreline Technology Center life science campus located in Mountain View, California for $1.0 billion and recognized a gain on sale of $726 million.

Brookdale MTCA Disposition

As noted in Note 3, during the fourth quarter of 2018, the Company sold 19 assets (11 senior housing triple-net assets and eight SHOP assets) to a third-party for $377 million and recognized a gain on sale of $40 million. Refer to Note 3 for further detail on the Brookdale Transactions.

RIDEA II Sale Transaction

In January 2017, the Company completed the contribution of its ownership interest in RIDEA II to an unconsolidated joint venture owned by HCP and an investor group led by Columbia Pacific Advisors, LLC (“CPA”) (“HCP/CPA PropCo” and “HCP/CPA OpCo,” together, the “HCP/CPA JV”). Also in January 2017, RIDEA II was recapitalized with $602 million of debt, of which $360 million was provided by a third-party and $242 million was provided by HCP. In return for both transaction elements, the Company received combined proceeds of $480 million from the HCP/CPA JV and $242 million in loans receivable and retained an approximately 40% ownership interest in RIDEA II. This transaction resulted in the Company deconsolidating the net assets of RIDEA II and recognizing a net gain on sale of $99 million. Refer to Note 2 for the impact of adopting the Revenue ASUs on January 1, 2018 to the Company’s partial sale of RIDEA II in the first quarter of 2017.

On November 1, 2017, the Company entered into a definitive agreement with an investor group led by CPA to sell its remaining 40% ownership interest in RIDEA II for $91 million and cause CPA to refinance the Company’s $242 million of loans receivable from RIDEA II. The Company completed the transaction in June 2018, resulting in proceeds of $332 million. The Company no longer holds an economic interest in RIDEA II.

U.K. Portfolio

In June 2018, the Company entered into a joint venture with an institutional investor (the “U.K. JV”) through which the Company sold a 51% interest in substantially all United Kingdom (“U.K.”) assets previously owned by the Company (the “U.K. Portfolio”) based on a total value of £382 million ($507 million). The Company retained a 49% noncontrolling interest in the U.K. JV and received gross proceeds of $402 million, including proceeds from the refinancing of the Company’s previously held intercompany loans. Upon closing the U.K. JV, the Company deconsolidated the U.K. Portfolio, recognized its retained noncontrolling interest investment at fair value ($105 million) and recognized a gain on sale of $11 million, net of $17 million of cumulative foreign currency translation reclassified from other comprehensive income (see Note 22 for the reclassification impact of the Company’s hedge of its net investment in the U.K.).The U.K. JV provides numerous mechanisms by which the joint venture partner can acquire the Company’s remaining interest in the U.K. JV. The fair value of the Company’s retained noncontrolling interest investment is based on Level 2 measurements within the fair value hierarchy.

Additionally, in August 2018, the Company sold its remaining £11 million U.K. development loan at par.

2018 Other Dispositions

During the quarter ended March 31, 2018, the Company sold two SHOP assets for $35 million, resulting in total gain on sales of $21 million (includes asset sales to Brookdale as discussed in Note 3 above).

During the quarter ended June 30, 2018, the Company sold eight SHOP assets for $268 million and two senior housing triple-net assets for $35 million, resulting in total gain on sales of $25 million (includes asset sales to Brookdale as discussed in Note 3 above).

During the quarter ended September 30, 2018, the Company sold four life science assets for $269 million, 11 SHOP assets for $76 million and two MOBs for $21 million, resulting in total gain on sales of $95 million.

During the quarter ended December 31, 2018, the Company sold two SHOP facilities for $15 million, two MOBs for $4 million, and one undeveloped land parcel for $3 million, resulting in no material gain or loss on sales.

2017 Dispositions

In January 2017, the Company sold four life science facilities in Salt Lake City, Utah for $76 million, resulting in a net gain on sale of $45 million.

In March 2017, the Company sold 64 senior housing triple-net assets, previously under triple-net leases with Brookdale, for $1.125 billion to affiliates of Blackstone Real Estate Partners VIII, L.P., resulting in a net gain on sale of $170 million.

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Additionally, during the year ended December 31, 2017, the Company sold the following: (i) a life science land parcel for $27 million, (ii) one life science building for $5 million, (iii) four senior housing triple-net facilities for $27 million, (iv) five SHOP facilities for $43 million and (v) four MOBs for $15 million, and recorded a net gain on sale of $41 million.

2016 Dispositions

During the year ended December 31, 2016, the Company sold the following: (i) a portfolio of five post-acute/skilled nursing facilities and two senior housing triple-net facilities for $130 million, (ii) five life science facilities for $386 million, (iii) seven senior housing triple-net facilities for $88 million, (iv) three MOBs for $20 million and (v) three SHOP facilities for $41 million.

Discontinued Operations - Quality Care Properties, Inc.

Quality Care Properties, Inc.

On October 31, 2016, the Company completed the spin-off (the “Spin-Off”) of its subsidiary, Quality Care Properties, Inc. (“QCP”). The Spin-Off assets were primarily comprised of the HCR ManorCare, Inc. (“HCRMC”) DFL investments and an equity investment in HCRMC. As a result of the Spin-Off, the operations of QCP are classified as discontinued operations for the year ended December 31, 2016.

On October 17, 2016, subsidiaries of QCP issued $750 million in aggregate principal amount of senior secured notes due 2023 (the “QCP Notes”), the gross proceeds of which were deposited in escrow until they were released in connection with the consummation of the Spin-Off on October 31, 2016. The QCP Notes bear interest at a rate of 8.125% per annum, payable semiannually. From October 17, 2016 until the completion of the Spin-Off, QCP (a then wholly-owned subsidiary of HCP) incurred $2 million in interest expense. In addition, immediately prior to the effectiveness of the Spin-Off, subsidiaries of QCP received $1.0 billion of proceeds from their borrowings under a senior secured term loan, bearing interest at a rate at QCP’s option of either: (i) LIBOR plus 5.25%, subject to a 1% floor or (ii) a base rate specified in the first lien credit and guaranty agreement plus 4.25%, bringing the total gross proceeds raised by QCP and its subsidiaries under those financings to $1.75 billion. In connection with the consummation of the Spin-Off, QCP and its subsidiaries transferred $1.69 billion in cash and 94 million shares of QCP common stock to HCP and certain of its other subsidiaries, and HCP and its applicable subsidiaries transferred the assets comprising the QCP portfolio to QCP and its subsidiaries. HCP then distributed substantially all of the outstanding shares of QCP common stock to its stockholders, based on the distribution ratio of one share of QCP common stock for every five shares of HCP common stock held by HCP stockholders as of the October 24, 2016 record date for the distribution. The Company recorded the distribution of the assets and liabilities of QCP from its consolidated balance sheet on a historical cost basis as a dividend from stockholders’ equity of $3.5 billion, and zero gain or loss was recognized. The Company primarily used the $1.69 billion proceeds of the cash distribution it received from QCP upon consummation of the Spin-Off to pay down certain of the Company’s existing debt obligations.

The Company entered into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”) with QCP in connection with the Spin-Off. The Separation and Distribution Agreement divides and allocates the assets and liabilities of the Company prior to the Spin-Off between QCP and HCP, governs the rights and obligations of the parties regarding the Spin-Off, and contains other key provisions relating to the separation of QCP’s business from HCP.

In connection with the Spin-Off, the Company entered into a Transition Services Agreement ("TSA") with QCP. Per the terms of the TSA, the Company agreed to provide certain administrative and support services to QCP on a transitional basis for established fees. The TSA terminated on October 31, 2017.

From October 31, 2016 through June 2017, HCP was the sole lender to QCP of an unsecured revolving credit facility (the “Unsecured Revolving Credit Facility”) which had a total commitment of $100 million at inception. No amounts were drawn on the Unsecured Revolving Credit Facility and the total commitment was reduced to zero at June 30, 2017.

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The results of discontinued operations through October 31, 2016, the Spin-Off date, are included in the consolidated results for the year ended December 31, 2016. Summarized financial information for discontinued operations for the year ended December 31, 2016 is as follows (in thousands):

Revenues:
Rental and related revenues	$	24,204
Income from direct financing leases	384,752
Total revenues	408,956
Costs and expenses:
Depreciation and amortization	(4,892		)
Operating	(3,367		)
General and administrative	(67		)
Transaction costs	(86,765		)
Other income (expense), net	71
Income (loss) before income taxes	313,936
Income tax benefit (expense)	(48,181		)
Total discontinued operations	$	265,755

During the fourth quarter of 2016, using proceeds from the Spin-Off, the Company repaid $500 million of 6.0% senior unsecured notes that were due to mature in January 2017, $600 million of 6.7% senior unsecured notes that were due to mature in January 2018 and $108 million of mortgage debt; incurring aggregate loss on debt extinguishments of $46 million.

HCR ManorCare, Inc. 

Discontinued operations is primarily comprised of QCP’s HCRMC DFL investments and equity investment in HCRMC. During the year ended December 31, 2016, the Company recognized DFL income of $385 million and received cash payments of $385 million from the HCRMC DFL investments. During the year ended December 31, 2016, the Company sold 13 HCRMC facilities for $153 million.

The Company’s acquisition of the HCRMC DFL investments in 2011 was subject to federal and state built-in gain tax of up to $2 billion if all the assets were sold within 10 years. At the time of acquisition, the Company intended to hold the assets for at least 10 years, at which time the assets would no longer be subject to the built-in gain tax. In December 2015, the U.S. Federal Government passed legislation which permanently reduced the holding period, for federal tax purposes, to five years. The Company satisfied the five year holding period requirement in April 2016. This legislation was not extended to certain states, which maintain a 10 year requirement.

During the year ended December 31, 2016, the Company determined that it may sell assets during the next five years and, therefore, recorded a deferred tax liability of $47 million, representing its estimated exposure to state built-in gain tax.

NOTE 6. Leases

Net Investment in Direct Financing Leases

The components of net investment in DFLs consisted of the following (dollars in thousands):

	December 31,
	2018			2017
Minimum lease payments receivable	$	1,013,976		$	1,062,452
Estimated residual value	507,484			504,457
Less unearned income	(807,642		)	(852,557		)
Net investment in direct financing leases	$	713,818		$	714,352
Properties subject to direct financing leases	29			29

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Certain DFLs contain provisions that allow the tenants to elect to purchase the properties during or at the end of the lease terms for the aggregate initial investment amount plus adjustments, if any, as defined in the lease agreements. Certain leases also permit the Company to require the tenants to purchase the properties at the end of the lease terms.

The following table summarizes future minimum lease payments contractually due under DFLs at December 31, 2018 (in thousands):

Year	Amount
2019	$	114,970
2020	63,308
2021	63,687
2022	58,135
2023	58,570
Thereafter	655,306
	$	1,013,976

Direct Financing Lease Internal Ratings

The following table summarizes the Company’s internal ratings for net investment in DFLs at December 31, 2018 (dollars in thousands):

				Internal Ratings
Segment	Carrying Amount		Percentage of DFL Portfolio	Performing DFLs		Watch List DFLs		Workout DFLs
Senior housing triple-net	$	629,214	88	$	278,503	$	350,711	$	—
Other non-reportable segments	84,604		12	84,604		—		—
	$	713,818	100	$	363,107	$	350,711	$	—

Beginning September 30, 2013, the Company placed a 14 property senior housing DFL (the “DFL Portfolio”) on nonaccrual status and classified the DFL Portfolio on “Watch List” status. The Company determined that the collection of all rental payments was and continues to be no longer reasonably assured; therefore, rental revenue for the DFL Portfolio has been recognized on a cash basis. The Company re-assessed the DFL Portfolio for impairment on December 31, 2018 and determined that the DFL Portfolio was not impaired based on its belief that: (i) it was not probable that it will not collect all of the rental payments under the terms of the lease; and (ii) the fair value of the underlying collateral exceeded the DFL Portfolio’s carrying amount. The fair value of the DFL Portfolio was estimated based on an income approach and utilizes inputs which are considered to be a Level 3 measurement within the fair value hierarchy. Inputs to this valuation model include real estate capitalization rates, industry growth rates, and operating margins, some of which influence the Company’s expectation of future cash flows from the DFL Portfolio and, accordingly, the fair value of its investment. During the years ended December 31, 2018, 2017 and 2016, the Company recognized DFL income of $14 million, $13 million and $13 million, respectively, and received cash payments of $19 million, $18 million and $18 million, respectively, from the DFL Portfolio. The carrying value of the DFL Portfolio was $351 million and $356 million at December 31, 2018 and 2017, respectively.

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Operating Leases

Future Minimum Rents

The following table summarizes future minimum lease payments to be received, excluding operating expense reimbursements, from tenants under non-cancelable operating leases as of December 31, 2018 (in thousands):

Year	Amount
2019	$	971,417
2020	928,102
2021	853,451
2022	751,972
2023	675,537
Thereafter	2,320,847
	$	6,501,326

Tenant Purchase Options

Certain leases, including DFLs contain purchase options whereby the tenant may elect to acquire the underlying real estate. Annualized base rent from leases subject to purchase options, summarized by the year the purchase options are exercisable, are as follows (dollars in thousands):

Year	Annualized Base Rent(1)		Number of Properties
2019	$	23,771	10
2020	14,545		4
2021	12,747		6
2022	13,315		3
Thereafter	50,577		34
	$	114,955	57

_______________________________________

(1) Represents the most recent month’s base rent including additional rent floors and cash income from DFLs annualized for 12 months. Base rent does not include tenant recoveries, additional rents in excess of floors and non-cash revenue adjustments (i.e., straight-line rents, amortization of market lease intangibles, DFL non-cash interest and deferred revenues).

Operating Lease Expense

In certain situations, the Company leases land or equipment needed for the operation of its business. Such leases generally require fixed annual rent payments, may include escalation clauses and renewal options, and have terms that are up to 99 years, excluding extension options. The Company’s rental expense attributable to continuing operations was $10 million for each of the years ended December 31, 2018, 2017 and 2016.

Future minimum lease obligations under non-cancelable ground and other operating leases as of December 31, 2018 were as follows (in thousands):

Year	Amount
2019	$	5,597
2020	5,687
2021	5,776
2022	5,862
2023	5,983
Thereafter	466,130
	$	495,035

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NOTE 7. Loans Receivable

The following table summarizes the Company’s loans receivable (in thousands):

	December 31,
	2018								2017
	Real Estate Secured		Other Secured			Total			Real Estate Secured		Other Secured			Total
Mezzanine(1)	$	—	$	21,013		$	21,013		$	—	$	269,299		$	269,299
Other(2)	42,037		—			42,037			188,418		—			188,418
Unamortized discounts, fees and costs	—		(52		)	(52		)	—		(596		)	(596		)
Allowance for loan losses(1)	—		—			—			—		(143,795		)	(143,795		)
	$	42,037	$	20,961		$	62,998		$	188,418	$	124,908		$	313,326

_______________________________________

(1) At December 31, 2017, primarily related to the Company’s mezzanine loan facility to Tandem Health Care discussed below.

(2) At December 31, 2018, the Company had $73 million remaining of commitments to fund a $115 million senior living development project. At December 31, 2017, includes the U.K. Bridge Loan discussed below.

The following table summarizes the Company’s internal ratings for loans receivable at December 31, 2018 (dollars in thousands):

	Carrying Amount		Percentage of Loan Portfolio	Internal Ratings
Investment Type				Performing Loans		Watch List Loans		Workout Loans
Real estate secured	$	42,037	67	$	42,037	$	—	$	—
Other secured	20,961		33	20,961		—		—
	$	62,998	100	$	62,998	$	—	$	—

Real Estate Secured Loans

The following table summarizes the Company’s loan receivable secured by real estate at December 31, 2018 (dollars in thousands):

Final Maturity Date	Number of Loans	Payment Terms	Principal Amount(1)		Carrying Amount
2022	1	monthly interest-only payments, accrues interest at 6.5% and secured by a senior housing facility in Washington(2)	$	42,037	$	42,037

_______________________________________

(1) Represents future contractual principal payments to be received on loans receivable secured by real estate.

(2) Contains a participation feature that allows the Company to participate in up to 20% of the appreciation of the asset through the time the loan is refinanced or repaid.

During the year ended December 31, 2018, the Company recognized $5 million in interest income related to loans secured by real estate, including interest income related to the U.K. Bridge Loan discussed below.

Four Seasons Health Care

In March 2017, the Company sold its investment in Four Seasons Health Care’s (“Four Seasons”) senior secured term loan at par plus accrued interest for £29 million ($35 million).

Additionally, in March 2017, pursuant to a shift in the Company’s investment strategy, the Company sold its £138.5 million par value Four Seasons senior notes (the “Four Seasons Notes”) for £83 million ($101 million). The disposition of the Four Seasons Notes generated a £42 million ($51 million) gain on sale, recognized in other income (expense), net.     

Other Secured Loans

HC-One Facility

On June 30, 2017, the Company received £283 million ($367 million) from the repayment of its HC-One mezzanine loan.

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Tandem Health Care Loan

From July 2012 through May 2015, the Company funded, in aggregate, $257 million under a collateralized mezzanine loan facility (the “Mezzanine Loan”) to certain affiliates of Tandem Health Care (together with its affiliates, “Tandem”).

As part of its quarterly review process, the Company recorded an impairment charge and related allowance of $57 million during the three months ended June 30, 2017, reducing the carrying value to $200 million. The decline in fair value was driven by a variety of factors, including recent operating results of the underlying real estate assets, as well as market and industry data, that reflect a declining trend in admissions and a continuing shift away from higher-rate Medicare plans in the post-acute/skilled nursing sector. The calculation of the fair value was primarily based on an income approach and relies on forecasted EBITDAR and market data, including, but not limited to, sales price per unit/bed, rent coverage ratios, and real estate capitalization rates. All valuation inputs are considered to be Level 2 measurements within the fair value hierarchy.

Additionally, on July 31, 2017, subsequent to its second quarter 2017 quarterly review process and the aforementioned impairment, the Company entered into a binding agreement (the “Repurchase Agreement”) with the borrowers to provide an option to repay the Mezzanine Loan at a discounted value of $197 million (the “Repayment Value”) by October 25, 2017, which date was subsequently extended to December 31, 2017 (the “Agreement Maturity Date”). As a result of entering into the Repurchase Agreement, the Company recorded an additional impairment charge and related allowance of $3 million during the quarter ended September 30, 2017 to write down the carrying value of the Mezzanine Loan to the Repayment Value and assigned the loan an internal rating of Workout. As part of the Repurchase Agreement, Tandem posted, in aggregate, $8 million of non-refundable deposits (the “Deposits”), which the Company was entitled to retain (without any credit against the Mezzanine Loan) if Tandem failed to make interest payments on the $257 million par value of the Mezzanine Loan through the repayment date or the Agreement Maturity Date, as applicable, adjusted for any principal payments received.

On November 17, 2017, the Company declared an event of default under the Mezzanine Loan. Tandem also failed to make its December 2017, January 2018 and February 2018 interest payments to the Company. As a result of the aforementioned events that occurred during the fourth quarter of 2017 and first quarter of 2018 (during the Company's fourth quarter 2017 financial statement close process), the Company concluded that the Mezzanine Loan was impaired and recorded an impairment charge and related allowance of $84 million, reducing the carrying value of the loan to $105 million as of December 31, 2017. Aggregate impairments on the Mezzanine Loan for the year ended December 31, 2017 were $144 million.

The decline in expected recoverable value of the Mezzanine Loan was primarily driven by the Company’s conclusion that the collateral supporting the Mezzanine Loan may no longer be the sole source in recovering the Company’s investment. As a result, the Company utilized a discounted cash flow model to determine expected recoverability of the Mezzanine Loan. Additionally, a variety of factors further impacted the impairment analysis completed during the Company’s fourth quarter 2017 financial statement close process including operating results of the underlying real estate assets, as well as market and industry data, that reflect a declining trend in admissions and a continuing shift away from higher-rate Medicare plans in the post-acute/skilled nursing sector. The calculation relied on: (i) forecasted EBITDAR and market data, including, but not limited to, sales price per unit/bed, rent coverage ratios, and real estate capitalization rates and (ii) bids for a sale of the Mezzanine Loan received in February 2018, which incorporate market participant required rates of return and expected hold periods.

Beginning in the first quarter of 2017, the Company elected to recognize interest income on a cash basis. During the years ended December 31, 2018, 2017 and 2016, the Company recognized interest income of zero, $23 million, and $31 million, respectively, and received cash payments of $25 million and $30 million, respectively, from Tandem. The carrying value of the Mezzanine Loan was $105 million at December 31, 2017.

In March 2018, the Company sold the Mezzanine Loan to a third party for approximately $112 million, resulting in an impairment recovery, net of transaction costs and fees, of $3 million included in other income (expense), net. The Company holds no further economic interest in the operations of Tandem.

U.K. Bridge Loan

In 2016, the Company provided a £105 million ($131 million at closing) bridge loan (the “U.K. Bridge Loan”) to Maria Mallaband Care Group Ltd. ("MMCG") to fund the acquisition of a portfolio of seven care homes in the U.K. Under the U.K. Bridge Loan, the Company retained a three-year call option to acquire those seven care homes at a future date for £105 million, subject to certain conditions precedent being met. In March 2018, upon resolution of all conditions precedent, the Company began the process of exercising its call option to acquire the seven care homes and concluded that it should consolidate the real estate. As a result, the Company derecognized the outstanding loan receivable of £105 million and recognized a £29 million ($41 million) loss on consolidation. Refer to Note 19 for further discussion regarding impact of consolidating the seven care homes during the first quarter of 2018.

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In June 2018, the Company completed the process of exercising the above-mentioned call option. The seven care homes acquired through the call option were included in the U.K. JV transaction (see Note 5).

NOTE 8. Investments in and Advances to Unconsolidated Joint Ventures

The Company owns interests in the following entities that are accounted for under the equity method (dollars in thousands):

		Carrying Amount
		December 31,
Entity(1)	Ownership %	2018		2017
CCRC JV	49	$	365,764	$	400,241
RIDEA II(2)	40	—		259,651
U.K. JV(3)	49	101,735		—
Life Science JVs(4)	50 - 63	—		65,581
MBK JV	50	35,435		38,005
Development JVs(5)	50 - 90	25,493		23,365
Medical Office JVs(6)	20 - 67	10,160		12,488
K&Y JVs(7)	80	1,430		1,283
Advances to unconsolidated joint ventures, net		71		226
		$	540,088	$	800,840

_______________________________________

(1) These entities are not consolidated because the Company does not control, through voting rights or other means, the joint venture.

(2) In June 2018, the Company sold its equity method investment in RIDEA II (see Note 5).

(3) See Note 5 for discussion of the formation of the U.K. JV and the Company’s equity method investment.

(4) Includes the following unconsolidated partnerships (and the Company’s ownership percentage): (i) Torrey Pines Science Center, LP (50%); (ii) Britannia Biotech Gateway, LP (55%); and (iii) LASDK, LP (63%). In November 2018, the Company acquired the outstanding equity interests and began consolidating the entities (see Note 4).

(5) Includes four unconsolidated development partnerships (and the Company’s ownership percentage): (i) Vintage Park Development JV (85%); (ii) Waldwick JV (85%); (iii) Otay Ranch JV (90%); and (iv) MBK Development JV (50%).

(6) Includes three unconsolidated medical office partnerships (and the Company’s ownership percentage): (i) HCP Ventures IV, LLC (20%); (ii) HCP Ventures III, LLC (30%); and (iii) Suburban Properties, LLC (67%).

(7) Includes three unconsolidated joint ventures.

The following tables summarize combined financial information for the Company’s unconsolidated joint ventures (in thousands):

	December 31,
	2018		2017
Real estate, net	$	2,128,147	$	2,104,090
Other assets, net	479,935		928,790
Total assets	$	2,608,082	$	3,032,880
Mortgage and other debt	$	827,622	$	900,911
Accounts payable and other	655,177		561,523
Other partners’ capital	515,791		655,311
HCP’s capital(1)	609,492		915,135
Total liabilities and partners’ capital	$	2,608,082	$	3,032,880

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	Year Ended December 31,
	2018			2017			2016
Total revenues	$	642,724		$	810,216		$	424,134
Total operating expense	(492,784		)	(643,452		)	(344,553		)
Income (loss) from discontinued operations	—			—			8,810
Net income (loss)	(43,704		)	(42,408		)	43,015
HCP’s share in earnings	(2,594		)	10,901			11,360
Fees earned by HCP	125			133			299
Distributions received by HCP	48,939			81,165			54,858

At December 31, 2018 and 2017, the aggregate unamortized basis difference of the Company's investments in unconsolidated joint ventures of $69 million and $115 million, respectively, is primarily attributable to the difference between the amount for which the Company purchased its interest in the entity and the historical carrying value of the net assets of the entity. The difference is being amortized over the remaining useful life of the related assets and included in equity income (loss) from unconsolidated joint ventures.

NOTE 9. Intangibles

The following table summarizes the Company’s intangible lease assets (in thousands):

	December 31,
Intangible lease assets	2018			2017
Gross intangible lease assets	$	556,114		$	795,305
Accumulated depreciation and amortization	(251,035		)	(385,223		)
Net intangible lease assets	$	305,079		$	410,082

The following table summarizes the Company’s intangible lease liabilities (in thousands):

	December 31,
Intangible lease liabilities	2018			2017
Gross intangible lease liabilities	$	94,444		$	126,212
Accumulated depreciation and amortization	(39,781		)	(73,633		)
Net intangible lease liabilities	$	54,663		$	52,579

The following table sets forth amortization related to deferred leasing costs and acquisition-related intangibles (in thousands):

	Year Ended December 31,
	2018		2017		2016
Depreciation and amortization expense related to amortization of lease-up intangibles	$	67,350	$	76,732	$	84,487
Rental and related revenues related to amortization of net below market lease liabilities	5,253		2,030		3,877
Operating expense related to amortization of net below market ground lease intangibles	636		740		664

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The following table summarizes the estimated annual amortization for each of the five succeeding fiscal years and thereafter (in thousands):

	Rental and Related Revenues(1)		Operating Expense(2)		Depreciation and Amortization(3)
2019	$	4,399	$	505	$	50,762
2020	3,670		621		39,433
2021	3,587		738		32,214
2022	4,331		738		26,438
2023	4,269		738		24,293
Thereafter	16,521		29,901		80,812
	$	36,777	$	33,241	$	253,952

_______________________________________

(1) The amortization of net below market lease intangibles is recorded as an increase to rental and related income.

(2) The amortization of net below market ground lease intangibles is recorded as an increase to operating expense.

(3) The amortization of lease-up intangibles is recorded to depreciation and amortization expense.

NOTE 10. Debt

Bank Line of Credit and Term Loans

The Company's $2.0 billion unsecured revolving line of credit facility (the “Facility”) matures on October 19, 2021 and contains two, six-month extension options. Borrowings under the Facility accrue interest at LIBOR plus a margin that depends upon the Company’s credit ratings. The Company pays a facility fee on the entire revolving commitment that depends on its credit ratings. Based on the Company’s credit ratings at December 31, 2018, the margin on the Facility was 0.875%, and the facility fee was 0.15%. The Facility also includes a feature that allows the Company to increase the borrowing capacity by an aggregate amount of up to $750 million, subject to securing additional commitments. At December 31, 2018, the Company had $80 million, including £55 million ($70 million), outstanding under the Facility with a weighted average effective interest rate of 2.12%.

In March 2017, the Company repaid a £137 million unsecured term loan. On June 30, 2017, the Company repaid £51 million of its four-year unsecured term loan entered into in January 2015 (the "2015 Term Loan"). Concurrently, the Company terminated its three-year interest rate swap which fixed the interest of the 2015 Term Loan and therefore, beginning June 30, 2017, the 2015 Term Loan accrued interest at a rate of GBP LIBOR plus 1.15%, subject to adjustments based on the Company's credit ratings.

On July 3, 2018, the Company exercised its one-time right to repay the outstanding GBP balance and re-borrow in USD with all other key terms unchanged, which resulted in repayment of the £169 million balance and re-borrowing of $224 million. In November 2018, the Company repaid the $224 million unsecured term loan, bringing the total term loan balance to zero as of December 31, 2018.

The Facility contains certain financial restrictions and other customary requirements, including cross-default provisions to other indebtedness. Among other things, these covenants, using terms defined in the agreements: (i) limit the ratio of Consolidated Total Indebtedness to Consolidated Total Asset Value to 60%, (ii) limit the ratio of Secured Debt to Consolidated Total Asset Value to 30%, (iii) limit the ratio of Unsecured Debt to Consolidated Unencumbered Asset Value to 60%; (iv) require a minimum Fixed Charge Coverage ratio of 1.5 times; and (v) require a Minimum Consolidated Tangible Net Worth of $6.5 billion at December 31, 2018. At December 31, 2018, the Company believes it was in compliance with each of these restrictions and requirements of the Facility.

Senior Unsecured Notes

At December 31, 2018, the Company had senior unsecured notes outstanding with an aggregate principal balance of $5.3 billion. The senior unsecured notes contain certain covenants including limitations on debt, maintenance of unencumbered assets, cross-acceleration provisions and other customary terms. The Company believes it was in compliance with these covenants at December 31, 2018.

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The following table summarizes the Company’s senior unsecured notes payoffs for the periods presented (dollars in thousands):

Period	Amount		Coupon Rate
Year ended December 31, 2018:
July 16, 2018(1)	$	700,000	5.375	%
November 8, 2018	$	450,000	3.750	%
Year ended December 31, 2017:
May 1, 2017	$	250,000	5.625	%
July 27, 2017(2)	$	500,000	5.375	%
Year ended December 31, 2016:
February 1, 2016	$	500,000	3.750	%
September 15, 2016	$	400,000	6.300	%
November 30, 2016(3)	$	500,000	6.000	%
November 30, 2016(3)	$	600,000	6.700	%

_______________________________________

(1) The Company recorded a $44 million loss on debt extinguishment related to the repurchase of senior notes.

(2) The Company recorded a $54 million loss on debt extinguishment related to the repurchase of senior notes.

(3) The Company recorded a $46 million loss on debt extinguishment related to the repurchase of senior notes.

There were no senior unsecured notes issuances for the years ended December 31, 2018, 2017, and 2016.

Mortgage Debt

At December 31, 2018, the Company had $133 million in aggregate principal of mortgage debt outstanding, which is secured by 15 healthcare facilities with a carrying value of $278 million. In March 2017, the Company paid off $472 million of mortgage debt.

Mortgage debt generally requires monthly principal and interest payments, is collateralized by real estate assets and is generally non-recourse. Mortgage debt typically restricts transfer of the encumbered assets, prohibits additional liens, restricts prepayment, requires payment of real estate taxes, requires maintenance of the assets in good condition, requires maintenance of insurance on the assets and includes conditions to obtain lender consent to enter into or terminate material leases. Some of the mortgage debt is also cross-collateralized by multiple assets and may require tenants or operators to maintain compliance with the applicable leases or operating agreements of such real estate assets.

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Debt Maturities

The following table summarizes the Company’s stated debt maturities and scheduled principal repayments at December 31, 2018 (dollars in thousands):

	Bank Line of Credit(1)		Senior Unsecured Notes(2)					Mortgage Debt(3)				Total(4)
Year			Amount			Interest Rate		Amount		Interest Rate
2019	$	—	$	—		—	%	$	3,561	—	%	$	3,561
2020	—		800,000			2.79	%	3,609		5.08	%	803,609
2021	80,103		—			—	%	10,957		5.26	%	91,060
2022	—		900,000			3.93	%	2,691		—	%	902,691
2023	—		800,000			4.39	%	2,811		—	%	802,811
Thereafter	—		2,800,000			4.34	%	109,705		4.10	%	2,909,705
	80,103		5,300,000					133,334				5,513,437
(Discounts), premium and debt costs, net	—		(41,450		)			5,136				(36,314		)
	$	80,103	$	5,258,550				$	138,470			$	5,477,123

_______________________________________

(1) Includes £55 milliontranslated into USD. 

(2) Interest rates on the notes range from 2.79% to 6.87% with a weighted average effective rate of 4.03% and a weighted average maturity of six years.

(3) Interest rates on the mortgage debt range from 2.80% to 5.91% with a weighted average effective interest rate of 4.20% and a weighted average maturity of 19 years.

(4) Excludes $91 million of other debt that have no scheduled maturities. Other debt represents (i) $58 million of non-interest bearing life care bonds and occupancy fee deposits at certain of the Company's senior housing facilities and (ii) $33 million of on-demand notes from the CCRC JV which bear interest at a rate of 3.6%.

NOTE 11. Commitments and Contingencies

Legal Proceedings

From time to time, the Company is a party to, or has a significant relationship to, legal proceedings, lawsuits and other claims. Except as described below, the Company is not aware of any legal proceedings or claims that it believes may have, individually or taken together, a material adverse effect on the Company’s financial condition, results of operations or cash flows. The Company’s policy is to expense legal costs as they are incurred.

Class Action. On May 9, 2016, a purported stockholder of the Company filed a putative class action complaint, Boynton Beach Firefighters’ Pension Fund v. HCP, Inc., et al., Case No. 3:16-cv-01106-JJH, in the U.S. District Court for the Northern District of Ohio against the Company, certain of its officers, HCR ManorCare, Inc. (“HCRMC”), and certain of its officers, asserting violations of the federal securities laws. The suit asserts claims under sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and alleges that the Company made certain false or misleading statements relating to the value of and risks concerning its investment in HCRMC by allegedly failing to disclose that HCRMC had engaged in billing fraud, as alleged by the U.S. Department of Justice (“DoJ”) in a suit against HCRMC arising from the False Claims Act that the DoJ voluntarily dismissed with prejudice. The plaintiff in the class action suit demands compensatory damages (in an unspecified amount), costs and expenses (including attorneys’ fees and expert fees), and equitable, injunctive, or other relief as the Court deems just and proper. On November 28, 2017, the Court appointed Societe Generale Securities GmbH (SGSS Germany) and the City of Birmingham Retirement and Relief Systems (Birmingham) as Co-Lead Plaintiffs in the class action. The motion to dismiss was fully briefed on May 21, 2018 and oral arguments were held on October 23, 2018. Subsequently, on December 6, 2018, HCRMC and its officers were voluntarily dismissed from the class action lawsuit without prejudice to such claims being refiled. The Company believes the suit to be without merit and intends to vigorously defend against it.

Derivative Actions. On June 16, 2016 and July 5, 2016, purported stockholders of the Company filed two derivative actions, respectively Subodh v. HCR ManorCare Inc., et al., Case No. 30-2016-00858497-CU-PT-CXC and Stearns v. HCR ManorCare, Inc., et al., Case No. 30-2016-00861646-CU-MC-CJC, in the Superior Court of California, County of Orange, against certain of the Company’s current and former directors and officers and HCRMC. The Company is named as a nominal defendant. As both derivative actions contained substantially the same allegations, they have been consolidated into a single action (the “California derivative action”). The consolidated action alleges that the defendants engaged in various acts of wrongdoing, including, among other things, breaching fiduciary duties by publicly making false or misleading statements of fact regarding HCRMC’s finances

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and prospects, and failing to maintain adequate internal controls. On April 18, 2017, the Court approved the parties’ stipulation to stay the case pending disposition of the motion to dismiss the class action litigation.

On April 10, 2017, a purported stockholder of the Company filed a derivative action, Weldon v. Martin et al., Case No. 3:17-cv-755, in federal court in the Northern District of Ohio, Western Division, against certain of the Company’s current and former directors and officers and HCRMC. The Company is named as a nominal defendant. The Weldon complaint asserts similar claims to those asserted in the California derivative action. In addition, the complaint asserts a claim under Section 14(a) of the Exchange Act, alleging that the Company made false statements in its 2016 proxy statement by not disclosing that the Company’s performance issues in 2015 were the direct result of alleged billing fraud at HCRMC. On April 18, 2017, the Court re-assigned and transferred this action to the judge presiding over the related federal securities class action. On July 11, 2017, the Court approved a stipulation by the parties to stay the case pending disposition of the motion to dismiss the class action.

On July 21, 2017, a purported stockholder of the Company filed another derivative action, Kelley v. HCR ManorCare, Inc., et al., Case No. 8:17-cv-01259, in federal court in the Central District of California, against certain of the Company’s current and former directors and officers and HCRMC. The Company is named as a nominal defendant. The Kelley complaint asserts similar claims to those asserted in Weldon and in the California derivative action. Like Weldon, the Kelley complaint also additionally alleges that the Company made false statements in its 2016 proxy statement, and asserts a claim for a violation of Section 14(a) of the Exchange Act. On November 28, 2017, the federal court in the Central District of California granted Defendants’ motion to transfer the action to the Northern District of Ohio (i.e., the court where the class action and other federal derivative action are pending). The Court in the Northern District of Ohio is currently considering whether to consolidate the Weldon and Kelley actions, appointment of lead plaintiffs and counsel, and whether the stay in Weldon should continue as to either or both actions.

The Company’s Board of Directors received letters dated August 17, 2016, April 19, 2017, and April 20, 2017 from private law firms acting on behalf of clients who are purported stockholders of the Company, each asserting allegations similar to those made in the California derivative action matters discussed above. Each letter demands that the Board of Directors take action to assert the Company’s rights. The Board of Directors completed its evaluation and rejected the demand letters in December of 2017.

The Company believes that the plaintiffs lack standing or the lawsuits and demands are without merit, but cannot predict the outcome of these proceedings or reasonably estimate any potential loss at this time. Accordingly, no loss contingency has been recorded for these matters as of December 31, 2018, as the likelihood of loss is not considered probable or estimable.

DownREIT LLCs

In connection with the formation of certain DownREIT LLCs, members may contribute appreciated real estate to a DownREIT LLC in exchange for DownREIT units. These contributions are generally tax-deferred, so that the pre-contribution gain related to the property is not taxed to the member. However, if a contributed property is later sold by the DownREIT LLC, the unamortized pre-contribution gain that exists at the date of sale is specifically allocated and taxed to the contributing members. In many of the DownREITs, the Company has entered into indemnification agreements with those members who contributed appreciated property into the DownREIT LLC. Under these indemnification agreements, if any of the appreciated real estate contributed by the members is sold by the DownREIT LLC in a taxable transaction within a specified number of years, the Company will reimburse the affected members for the federal and state income taxes associated with the pre-contribution gain that is specially allocated to the affected member under the Code (“make-whole payments”). These make-whole payments include a tax gross-up provision. These indemnification agreements have expiration terms that range through 2033 on a total of 35 properties.

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Commitments

The following table summarizes the Company’s material commitments, excluding debt service obligations (see Note 10) and operating leases (see Note 6), at December 31, 2018 (in thousands):

	Total		2019		2020-2021		2022-2023		More than Five Years
Construction loan commitments(1)	$	72,654	$	68,365	$	4,289	$	—	$	—
Development commitments(2)	299,702		273,625		26,077		—		—
Total	$	372,356	$	341,990	$	30,366	$	—	$	—

_______________________________________

(1) Represents commitments to finance development projects.

(2) Represents construction and other commitments for developments in progress.

Credit Enhancement Guarantee

At December 31, 2018, certain of the Company’s senior housing facilities serve as collateral for $74 million of debt (maturing May 1, 2025) that is owed by a previous owner of the facilities. This indebtedness is guaranteed by the previous owner who has an investment grade credit rating. These senior housing facilities, which are classified as DFLs, had a carrying value of $351 million as of December 31, 2018.

Environmental Costs

Various environmental laws govern certain aspects of the ongoing management and operation of our facilities, including those related to presence of asbestos-containing materials. The presence of, or the failure to manage and/or remediate, such materials may adversely affect the occupancy and performance of the Company's facilities. The Company monitors its properties for the presence of such hazardous or toxic substances and is not aware of any environmental liability with respect to the properties that would have a material adverse effect on the Company’s business, financial condition or results of operations. The Company carries environmental insurance and believes that the policy terms, conditions, limitations and deductibles are adequate and appropriate under the circumstances, given the relative risk of loss, the cost of such coverage and current industry practice.

General Uninsured Losses

The Company obtains various types of insurance to mitigate the impact of property, business interruption, liability, workers' compensation, flood, windstorm, earthquake, environmental, cyber and terrorism related losses. The Company attempts to obtain appropriate policy terms, conditions, limits and deductibles considering the relative risk of loss, the cost of such coverage and current industry practice. There are, however, certain types of extraordinary losses, such as those due to acts of war or other events that may be either uninsurable or not economically insurable. In addition, the Company has a large number of properties that are exposed to earthquake, flood and windstorm occurrences for which the related insurances carry high deductibles and have limits.

NOTE 12. Equity

Dividends

On January 31, 2019, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.37 per share. The common stock cash dividend will be paid on February 28, 2019 to stockholders of record as of the close of business on February 19, 2019.

During the years ended December 31, 2018, 2017 and 2016, the Company declared and paid common stock cash dividends of $1.480, $1.480 and $2.095 per share, respectively. 

At-The-Market Equity Offering Program

In June 2015, the Company established an at-the-market equity offering program (“ATM Program”). In May 2018, the Company renewed its ATM Program. Under this program, the Company may sell shares of its common stock from time to time having an aggregate gross sales price of up to $750 million through a consortium of banks acting as sales agents or directly to the banks acting as principals. During the year ended December 31, 2018, the Company issued 5.4 million shares of common stock at a weighted average net price of $28.27 for net proceeds of $154 million. At December 31, 2018, $594 million of our common stock remained available for sale under the ATM Program. There was no activity during the years ended December 31, 2017 and 2016.

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Forward Equity Offering

In December 2018, the Company entered into a forward equity sales agreement to sell up to an aggregate of 15.25 million shares of its common stock (including shares issued through the exercise of underwriters’ options) at an initial net price of $28.60 per share, after underwriting discounts and commissions. The agreement has a one year term and expires on December 13, 2019. The forward sale price that the Company expects to receive upon settlement of the agreement will be subject to adjustments for: (i) the forward purchasers’ stock borrowing costs and (ii) certain fixed price reductions during the term of the agreement. At December 31, 2018, no shares have been issued under the forward equity sales agreement.

In December 2018, contemporaneous with the forward equity offering discussed above, the Company completed an offering of two million shares of common stock at a net price of $28.60 per share, resulting in net proceeds of $57 million.

The following table summarizes the Company’s other common stock activities (shares in thousands):

	Year Ended December 31,
	2018	2017	2016
Dividend Reinvestment and Stock Purchase Plan	237	983	2,021
Conversion of DownREIT units	3	78	145
Exercise of stock options	120	32	133
Vesting of restricted stock units	401	419	529
Repurchase of common stock	141	157	237

Accumulated Other Comprehensive Loss

The following table summarizes the Company’s accumulated other comprehensive loss (in thousands):

	December 31,
	2018			2017
Cumulative foreign currency translation adjustment(1)	$	(1,683	)	$	(6,955	)
Unrealized gains (losses) on derivatives, net	(467		)	(13,950		)
Supplemental Executive Retirement plan minimum liability and other	(2,558		)	(3,119		)
Total accumulated other comprehensive income (loss)	$	(4,708	)	$	(24,024	)

_______________________________________

(1) See Notes 5 and 19 for a discussion of the U.K. JV transaction. 

Noncontrolling Interests

At December 31, 2018, there were four million DownREIT units (seven million shares of HCP common stock are issuable upon conversion) outstanding in five DownREIT LLCs, all of which the Company is the managing member of. At December 31, 2018, the carrying and market values of the four million DownREIT units were $177 million and $185 million, respectively.

See Notes 3, 4 and 5 for transactions involving noncontrolling interests.

NOTE 13. Segment Disclosures

The Company evaluates its business and allocates resources based on its reportable business segments: (i) senior housing triple-net, (ii) SHOP, (iii) life science and (iv) medical office. The Company has non-reportable segments that are comprised primarily of the Company’s debt investments, hospital properties, unconsolidated joint ventures, and U.K. investments. The accounting policies of the segments are the same as those described under Summary of Significant Accounting Policies (see Note 2).

During the years ended December 31, 2018, 2017 and 2016, 22, 25 and 17 senior housing triple-net facilities, respectively, were transferred to the Company’s SHOP segment. When an asset is transferred from one segment to another, the results associated with that asset are included in the original segment until the date of transfer. Results generated after the transfer date are included in the new segment.

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The Company evaluates performance based upon: (i) property net operating income from continuing operations (“NOI”) and (ii) Adjusted NOI. NOI is defined as real estate revenues (inclusive of rental and related revenues, resident fees and services, and income from direct financing leases), less property level operating expenses (which exclude transition costs); NOI excludes all other financial statement amounts included in net income (loss). Adjusted NOI is calculated as NOI after eliminating the effects of straight-line rents, DFL non-cash interest, amortization of market lease intangibles, lease termination fees, actuarial reserves for insurance claims that have been incurred but not reported and the impact of deferred community fee income and expense. NOI and Adjusted NOI exclude the Company's share of income (loss) generated by unconsolidated joint ventures, which is recognized in equity income (loss) from unconsolidated joint ventures in the consolidated statements of operations.

Non-segment assets consist of assets in the Company's other non-reportable segments (see above) and corporate non-segment assets. Corporate non-segment assets consist primarily of corporate assets, including cash and cash equivalents, restricted cash, accounts receivable, net, marketable equity securities and, if any, real estate held for sale.See Note 20 for other information regarding concentrations of credit risk.

The following tables summarize information for the reportable segments (in thousands):

For the year ended December 31, 2018:

Segments	Senior Housing Triple-Net			SHOP			Life Science			Medical Office			Other Non-reportable			Corporate Non-segment			Total
Real estate revenues(1)	$	276,091		$	547,976		$	395,064		$	509,019		$	108,133		$	—		$	1,836,283
Operating expenses	(3,618		)	(414,312		)	(91,742		)	(189,859		)	(5,507		)	—			(705,038		)
NOI	272,473			133,664			303,322			319,160			102,626			—			1,131,245
Adjustments to NOI(2)	2,127			2,875			(9,589		)	(2,899		)	(4,418		)	—			(11,904		)
Adjusted NOI	274,600			136,539			293,733			316,261			98,208			—			1,119,341
Addback adjustments	(2,127		)	(2,875		)	9,589			2,899			4,418			—			11,904
Interest income	—			—			—			—			10,406			—			10,406
Interest expense	(2,404		)	(2,725		)	(316		)	(474		)	(1,469		)	(258,955		)	(266,343		)
Depreciation and amortization	(79,605		)	(104,405		)	(140,480		)	(193,710		)	(31,299		)	—			(549,499		)
General and administrative	—			—			—			—			—			(96,702		)	(96,702		)
Transaction costs	—			—			—			—			—			(10,772		)	(10,772		)
Recoveries (impairments), net	—			(44,343		)	(7,639		)	—			(3,278		)	—			(55,260		)
Gain (loss) on sales of real estate, net	641			93,977			806,184			4,428			20,755			—			925,985
Loss on debt extinguishment	—			—			—			—			—			(44,162		)	(44,162		)
Other income (expense), net	—			—			—			—			9,605			3,711			13,316
Income tax benefit (expense)	—			—			—			—			—			17,854			17,854
Equity income (loss) from unconsolidated joint ventures	—			—			—			—			(2,594		)	—			(2,594		)
Net income (loss)	$	191,105		$	76,168		$	961,071		$	129,404		$	104,752		$	(389,026	)	$	1,073,474

_______________________________________

(1) Represents rental and related revenues, resident fees and services, and income from DFLs.

(2) Represents straight-line rents, DFL non-cash interest, amortization of market lease intangibles, net, actuarial reserves for insurance claims that have been incurred but not reported, deferral of community fees, net and termination fees.

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For the year ended December 31, 2017:

Segments	Senior Housing Triple-Net			SHOP			Life Science			Medical Office			Other Non-reportable			Corporate Non-segment			Total
Real estate revenues(1)	$	313,547		$	525,473		$	358,816		$	477,459		$	116,846		$	—		$	1,792,141
Operating expenses	(3,819		)	(396,491		)	(78,001		)	(183,197		)	(4,743		)	—			(666,251		)
NOI	309,728			128,982			280,815			294,262			112,103			—			1,125,890
Adjustments to NOI(2)	17,098			33,227			(4,517		)	(2,952		)	(4,446		)	—			38,410
Adjusted NOI	326,826			162,209			276,298			291,310			107,657			—			1,164,300
Addback adjustments	(17,098		)	(33,227		)	4,517			2,952			4,446			—			(38,410		)
Interest income	—			—			—			—			56,237			—			56,237
Interest expense	(2,518		)	(7,920		)	(373		)	(506		)	(4,230		)	(292,169		)	(307,716		)
Depreciation and amortization	(103,820		)	(103,162		)	(128,864		)	(169,795		)	(29,085		)	—			(534,726		)
General and administrative	—			—			—			—			—			(88,772		)	(88,772		)
Transaction costs	—			—			—			—			—			(7,963		)	(7,963		)
Recoveries (impairments), net	(22,590		)	—			—			—			(143,794		)	—			(166,384		)
Gain (loss) on sales of real estate, net	280,349			17,485			45,916			9,095			3,796			—			356,641
Loss on debt extinguishment	—			—			—			—			—			(54,227		)	(54,227		)
Other income (expense), net	—			—			—			—			50,895			(19,475		)	31,420
Income tax benefit (expense)	—			—			—			—			—			1,333			1,333
Equity income (loss) from unconsolidated joint ventures	—			—			—			—			10,901			—			10,901
Net income (loss)	$	461,149		$	35,385		$	197,494		$	133,056		$	56,823		$	(461,273	)	$	422,634

_______________________________________

(1) Represents rental and related revenues, resident fees and services, and income from DFLs.

(2) Represents straight-line rents, DFL non-cash interest, amortization of market lease intangibles, net, actuarial reserves for insurance claims that have been incurred but not reported, deferral of community fees, net and termination fees.

101

For the year ended December 31, 2016:

Segments	Senior Housing Triple-Net			SHOP			Life Science			Medical Office			Other Non-reportable			Corporate Non-segment			Total
Real estate revenues(1)	$	423,118		$	686,822		$	358,537		$	446,280		$	125,729		$	—		$	2,040,486
Operating expenses	(6,710		)	(480,870		)	(72,478		)	(173,687		)	(4,654		)	—			(738,399		)
NOI	416,408			205,952			286,059			272,593			121,075			—			1,302,087
Adjustments to NOI(2)	(7,566		)	(2,686		)	(2,954		)	(3,536		)	(3,022		)	—			(19,764		)
Adjusted NOI	408,842			203,266			283,105			269,057			118,053			—			1,282,323
Addback adjustments	7,566			2,686			2,954			3,536			3,022			—			19,764
Interest income	—			—			—			—			88,808			—			88,808
Interest expense	(9,499		)	(29,745		)	(2,357		)	(5,895		)	(9,153		)	(407,754		)	(464,403		)
Depreciation and amortization	(136,146		)	(108,806		)	(130,829		)	(161,790		)	(30,537		)	—			(568,108		)
General and administrative	—			—			—			—			—			(103,611		)	(103,611		)
Transaction costs	—			—			—			—			—			(9,821		)	(9,821		)
Gain (loss) on sales of real estate, net	48,744			675			49,042			8,333			57,904			—			164,698
Loss on debt extinguishment	—			—			—			—			—			(46,020		)	(46,020		)
Other income (expense), net	—			—			—			—			—			3,654			3,654
Income tax benefit (expense)	—			—			—			—			—			(4,473		)	(4,473		)
Equity income (loss) from unconsolidated joint ventures	—			—			—			—			11,360			—			11,360
Discontinued operations	—			—			—			—			—			265,755			265,755
Net income (loss)	$	319,507		$	68,076		$	201,915		$	113,241		$	239,457		$	(302,270	)	$	639,926

_______________________________________

(1) Represents rental and related revenues, resident fees and services, and income from DFLs.

(2) Represents straight-line rents, DFL non-cash interest, amortization of market lease intangibles, net, actuarial reserves for insurance claims that have been incurred but not reported, deferral of community fees, net and termination fees.

The following table summarizes the Company’s revenues by segment (in thousands):

	Year Ended
	December 31,
Segments	2018		2017		2016
Senior housing triple-net	$	276,091	$	313,547	$	423,118
SHOP	547,976		525,473		686,822
Life science	395,064		358,816		358,537
Medical office	509,019		477,459		446,280
Other non-reportable segments	118,539		173,083		214,537
Total revenues	$	1,846,689	$	1,848,378	$	2,129,294

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The following table summarizes the Company’s total assets by segment (in thousands):

	December 31,
Segments	2018			2017			2016
Senior housing triple-net	$	2,965,679		$	3,515,400		$	3,871,720
SHOP	2,173,795			2,392,130			3,135,115
Life science	4,303,471			4,154,372			3,961,623
Medical office	4,354,441			3,989,168			3,724,483
Reportable segment assets	13,797,386			14,051,070			14,692,941
Accumulated depreciation and amortization	(2,915,592		)	(2,919,278		)	(2,900,060		)
Net reportable segment assets	10,881,794			11,131,792			11,792,881
Other non-reportable segment assets	1,015,854			1,904,433			2,255,712
Assets held for sale, net	108,086			417,014			927,866
Other non-segment assets	712,819			635,222			782,806
Total assets	$	12,718,553		$	14,088,461		$	15,759,265

The Company completed the required annual goodwill impairment test during the fourth quarter of 2018, 2017 and 2016, and no impairment was recognized. At December 31, 2018 and 2017, goodwill of $47 million was allocated to segment assets as follows: (i) senior housing triple-net—$21 million, (ii) SHOP—$9 million, (iii) medical office—$11 million and (iv) other—$6 million.

NOTE 14. Compensation Plans

Stock Based Compensation

On May 11, 2006, the Company’s stockholders approved the 2006 Performance Incentive Plan, which was amended and restated in 2009 (“the 2006 Plan”). On May 1, 2014, the Company’s stockholders approved the 2014 Performance Incentive Plan (“the 2014 Plan”) (collectively, “the Plans”). Following the adoption of the 2014 Plan, no new awards will be issued under the 2006 Plan. The Plans provide for the granting of stock-based compensation, including stock options, restricted stock and restricted stock units to officers, employees and directors in connection with their employment with or services provided to the Company. The maximum number of shares reserved for awards under the 2014 Plan is 33 million shares, and, as of December 31, 2018, 29 million of the reserved shares under the 2014 Plan are available for future awards, of which 19 million shares may be issued as restricted stock or restricted stock units.

Total share-based compensation expense recognized during the years ended December 31, 2018, 2017 and 2016 was $15 million, $14 million, and $23 million, respectively. The year ended December 31, 2018 includes a $2 million charge recognized in general and administrative expenses primarily resulting from the departure of our Executive Chairman that was comprised of the accelerated vesting of restricted stock units. The year ended December 31, 2017 includes a $1 million charge recognized in general and administrative expenses related to the accelerated vesting of restricted stock units primarily resulting from the departure of the Company's former Chief Accounting Officer. The year ended December 31, 2016 includes a $7 million charge recognized in general and administrative expenses related to the accelerated vesting of restricted stock units primarily resulting from the departure of the Company’s former chief executive officer (“CEO”). As of December 31, 2018, there was $26 million of future expense related to unvested share-based compensation arrangements granted under the Company’s incentive plans, which is expected to be recognized over a weighted average period of two years associated with future employee service.

Conversion of Equity Awards at the Spin-Off Date

The Plans were established with anti-dilution provisions, such that in the event of an equity restructuring of the Company (including spin-off transactions), equity awards would preserve their value post-transaction. In order to achieve an equitable modification of the existing awards following the Spin-Off, the Company converted pre-spin awards to their post-spin value, resulting in grants to remaining employees denominated solely in the Company’s common stock. The conversion impacted 133 participants, resulting in additional awards being granted. The fair value of these additional awards was immaterial.

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Stock Options

There have been no grants of stock options since 2014. Stock options outstanding and exercisable were 0.8 million at December 31, 2018 and 1.1 million at December 31, 2017. Proceeds received from stock options exercised under the Plans for the years ended December 31, 2018, 2017 and 2016 were $2 million, $1 million and $4 million, respectively. Compensation expense related to stock options was immaterial for all periods presented.

Restricted Stock Awards

Under the Plans, restricted stock awards, including restricted stock units and performance stock units are granted subject to certain restrictions. Conditions of vesting are determined at the time of grant. Restrictions on certain awards generally lapse, as provided in the Plans or in the applicable award agreement, upon retirement, a change in control or other specified events. The fair market value of restricted stock awards, both time vesting and those subject to specific performance criteria, are expensed over the period of vesting. Restricted stock units, which vest based solely upon passage of time generally vest over a period of three to six years. The fair value of restricted stock units is determined based on the closing market price of the Company's shares on the grant date. Performance stock units, which are restricted stock awards that vest dependent upon attainment of various levels of performance that equal or exceed targeted levels, generally vest in their entirety at the end of a three year performance period. The number of shares that ultimately vest can vary from 0% to 200% of target depending on the level of achievement of the performance criteria. The fair value of performance stock units is determined based on the Monte Carlo valuation model. The compensation expense recognized for all restricted stock awards is net of actual forfeitures.

Upon vesting of restricted stock awards, the participant is required to pay the related tax withholding obligation. Participants can generally elect to have the Company reduce the number of common stock shares delivered to pay the employee tax withholding obligation. The value of the shares withheld is dependent on the closing market price of the Company’s common stock on the trading date prior to the relevant transaction occurring. During the years ended December 31, 2018, 2017 and 2016, the Company withheld 141,000, 157,000 and 237,000 shares, respectively, to offset tax withholding obligations with respect to the vesting of the restricted stock and performance restricted stock unit awards.

Holders of restricted stock awards, including restricted stock units and performance stock units, are generally entitled to receive dividends equal to the amount that would be paid on an equivalent number of shares of common stock.

The following table summarizes restricted stock award activity, including performance stock units, for the year ended December 31, 2018 (units in thousands):

	Restricted Stock Units		Weighted Average Grant Date Fair Value
Unvested at January 1, 2018	1,139		$	33.41
Granted	1,097		22.95
Vested	(401	)	32.42
Forfeited	(137	)	30.34
Unvested at December 31, 2018	1,698		27.13

At December 31, 2018, the weighted average remaining vesting period of restricted stock and performance based units was two years. The total fair value (at vesting) of restricted stock and performance based units which vested for the years ended December 31, 2018, 2017 and 2016 was $10 million, $15 million and $24 million, respectively.

NOTE 15. Impairments

Real Estate

During 2018, in conjunction with classifying the assets as held for sale, the Company determined that 17 underperforming SHOP assets and an undeveloped life science land parcel were impaired. Additionally, the Company determined that three additional underperforming SHOP assets that were candidates for potential future sale were impaired under the held-for-use impairment model. Accordingly, the Company recognized total impairment charges of $52 million during 2018 to write-down the carrying value of the assets to their respective fair values (less an estimate of costs to sell for assets classified as held for sale). The fair value of the assets was based on contracted or forecasted sales prices and expected future cash flows, which are considered to be Level 2 measurements within the fair value hierarchy.

104

During 2017, the Company determined that 11 underperforming senior housing triple-net assets that were candidates for potential future sale were impaired under the held-for-use impairment model. Accordingly, the Company wrote-down the carrying amount of these 11 assets to their fair value, which resulted in an aggregate impairment charge of $23 million. The fair value of the assets was based on forecasted sales prices which are considered to be Level 2 measurements within the fair value hierarchy.

Casualty-Related

As a result of Hurricane Harvey and Hurricane Irma during the year ended December 31, 2017, the Company recorded an estimated $13 million of casualty-related losses, net of a small insurance recovery. The losses are comprised of $8 million of property damage and $5 million of other associated costs, including storm preparation, clean up, relocation and other costs. Of the total $13 million casualty losses incurred, $12 million was recorded in other income (expense), net, and $1 million was recorded in equity income (loss) from unconsolidated joint ventures as it relates to casualty losses for properties owned by certain of our unconsolidated joint ventures. In addition, the Company recorded a $1 million deferred tax benefit associated with the casualty-related losses.

Other

See Note 7 for information on the impairment charge related to the mezzanine loan facility to Tandem and the impairment recovery related to Four Season Notes.

NOTE 16.    Income Taxes

The Company has elected to be taxed as a REIT under the applicable provisions of the Code for every year beginning with the year ended December 31, 1985. The Company has also elected for certain of its subsidiaries to be treated as TRSs (the “TRS entities”) which are subject to federal and state income taxes. All entities other than the TRS entities are collectively referred to as the “REIT” within this Note 16. Certain REIT entities are also subject to state, local and foreign income taxes. 

Distributions with respect to our common stock can be characterized for federal income tax purposes as ordinary dividends, capital gains, nondividend distributions or a combination thereof. The following table shows the characterization of our annual common stock distributions per share:

	Year Ended December 31,
	2018		2017		2016
Ordinary dividends(1)	$	0.9578	$	1.4800	$	1.5561
Capital gains	0.5222		—		—
Nondividend distributions	—		—		6.7089
	$	1.4800	$	1.4800	$	8.2650	(2)

_______________________________________

(1) The 2018 amount includes $0.0164 of qualified dividend income for purposes of Code Section 1(h)(11), and $0.9414 of qualified business income for purposes of Code Section 199A.

(2) Consists of $2.095 per common share of quarterly cash dividends and $6.17 per common share of stock dividends related to the Spin-Off (see Note 5).

HCP common stockholders on October 24, 2016, the record date for the Spin-Off (the “Record Date”), received upon the Spin-Off on October 31, 2016, one share of QCP common stock for every five shares of HCP common stock they held (the “Distributed Shares”) and cash in lieu of fractional shares of QCP. For U.S. federal income tax purposes, HCP reported the fair market value of the QCP common stock distributed per each share of HCP common stock outstanding on the Record Date as $6.17, or $30.85 for each share of QCP common stock.

The TRS entities subject to tax reported losses before income taxes from continuing operations of $59 million, $58 million and $9 million for the years ended December 31, 2018, 2017 and 2016, respectively. The REIT’s losses from continuing operations before income taxes from the U.K. were $11 million, $4 million and $4 million for the years ended December 31, 2018, 2017 and 2016, respectively.

105

The total income tax expense (benefit) from continuing operations consists of the following components (in thousands):

	Year Ended December 31,
	2018			2017			2016
Current
Federal	$	(568	)	$	949		$	8,525
State	4,003			1,504			8,307
Foreign	84			1,737			1,332
Total current	$	3,519		$	4,190		$	18,164
Deferred
Federal	$	(11,905	)	$	2,730		$	(10,241	)
State	(4,589		)	(5,889		)	(1,401		)
Foreign	(4,879		)	(2,364		)	(2,049		)
Total deferred	$	(21,373	)	$	(5,523	)	$	(13,691	)
Total income tax expense (benefit)	$	(17,854	)	$	(1,333	)	$	4,473

On December 22, 2017, the Tax Cuts and Jobs Act was signed into law. As a result of the reduced U.S. federal corporate tax rate, the Company recorded a tax expense of $17 million, due to a remeasurement of deferred tax assets and liabilities, which is included in total deferred tax expense (benefit) in the table above.

The Company’s income tax expense from discontinued operations was $48 million for the year ended December 31, 2016 (see Note 5). There was no income tax expense from discontinued operations for the years ended December 31, 2018 and 2017.

The following table reconciles income tax expense (benefit) from continuing operations at statutory rates to actual income tax expense recorded (in thousands):

	Year Ended December 31,
	2018			2017			2016
Tax benefit at U.S. federal statutory income tax rate on income or loss subject to tax	$	(17,857	)	$	(21,085	)	$	(4,581	)
State income tax expense, net of federal tax	(1,313		)	(1,222		)	6,081
Gross receipts and margin taxes	1,580			1,716			1,847
Foreign rate differential	301			632			647
Effect of permanent differences	(34		)	6			(280		)
Return to provision adjustments	(278		)	1,597			287
Remeasurement of deferred tax assets and liabilities	—			17,080			—
Increase (decrease) in valuation allowance	(253		)	(57		)	472
Total income tax expense (benefit)	$	(17,854	)	$	(1,333	)	$	4,473

106

Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following table summarizes the significant components of the Company’s deferred tax assets and liabilities from continuing operations (in thousands):

	December 31,
	2018			2017			2016
Property, primarily differences in depreciation and amortization, the basis of land, and the treatment of interest and certain costs	$	31,034		$	31,691		$	28,940
Net operating loss carryforward	20,559			10,720			8,784
Expense accruals and other	2,424			229			(847		)
Valuation allowance	(295		)	(548		)	(606		)
Net deferred tax assets	$	53,722		$	42,092		$	36,271

Deferred tax assets and liabilities are included in other assets, net and accounts payable and accrued liabilities, respectively.

At December 31, 2018 the Company had a net operating loss (“NOL”) carryforward of $80 million related to the TRS entities. These amounts can be used to offset future taxable income, if any. If unused, $44 million will begin to expire in 2033. The remainder, totaling $36 million, may be carried forward indefinitely.

The Company records a valuation allowance against deferred tax assets in certain jurisdictions when it cannot sustain a conclusion that it is more likely than not that it can realize the deferred tax assets during the periods in which these temporary differences become deductible. The deferred tax asset valuation allowance is adequate to reduce the total deferred tax assets to an amount that the Company estimates will “more-likely-than-not” be realized.

The Company files numerous U.S. federal, state and local income and franchise tax returns. With a few exceptions, the Company is no longer subject to U.S. federal, state, or local tax examinations by taxing authorities for years prior to 2015.

For the years ended December 31, 2018, 2017, and 2016 the tax basis of the Company’s net assets was less than the reported amounts by $1.4 billion, $1.7 billion, and $2.0 billion, respectively. The difference between the reported amounts and the tax basis was primarily related to the Slough Estates USA, Inc. (“SEUSA”) acquisition, which occurred in 2007. SEUSA was a corporation subject to federal and state income taxes. As a result of this acquisition, the Company succeeded to the tax attributes of SEUSA, including the tax basis in the acquired company’s assets and liabilities.

NOTE 17. Earnings Per Common Share

Basic income (loss) per common share is computed based upon the weighted average number of common shares outstanding. Diluted income (loss) per common share is computed based upon the weighted average number of common shares outstanding plus the common shares issuable from the assumed conversion of DownREIT units, stock options, certain performance restricted stock units and unvested restricted stock units. Only those instruments having a dilutive impact on our basic income (loss) per share are included in diluted income (loss) per share during the periods presented.

Restricted stock and certain performance restricted stock units are considered participating securities, because dividend payments are not forfeited even if the underlying award does not vest, and require use of the two-class method when computing basic and diluted earnings per share.

In December 2018, the Company entered into forward equity sales agreement to sell up to an aggregate of 15.25 million shares of its common stock (see Note 12) by no later than December 13, 2019. The Company expects to settle this agreement with shares of common stock prior to expiration.

The Company considered the potential dilution resulting from the forward equity sales agreement to the calculation of earnings per share. At inception, the agreement does not have an effect on the computation of basic EPS as no shares are delivered until settlement. However, the Company uses the treasury stock method to determine the dilution resulting from the forward equity sales agreement during the period of time prior to settlement. As the issuance price under the forward equity sales agreement was greater than the average market price at December 31, 2018, the agreement was anti-dilutive.

107

The following table illustrates the computation of basic and diluted earnings per share (in thousands, except per share data):

	Year Ended December 31,
	2018			2017			2016
Numerator
Net income (loss) from continuing operations	$	1,073,474		$	422,634		$	374,171
Noncontrolling interests' share in earnings	(12,381		)	(8,465		)	(12,179		)
Net income (loss) attributable to HCP, Inc.	1,061,093			414,169			361,992
Less: Participating securities' share in earnings	(2,669		)	(1,156		)	(1,198		)
Income (loss) from continuing operations applicable to common shares	1,058,424			413,013			360,794
Discontinued operations	—			—			265,755
Net income (loss) applicable to common shares	$	1,058,424		$	413,013		$	626,549
Numerator - Dilutive
Net income (loss) applicable to common shares	$	1,058,424		$	413,013		$	626,549
Add: distributions on dilutive convertible units and other	6,919			—			—
Dilutive net income (loss) available to common shares	$	1,065,343		$	413,013		$	626,549
Denominator
Basic weighted average shares outstanding	470,551			468,759			467,195
Dilutive potential common shares - equity awards	168			176			208
Dilutive potential common shares - DownREIT conversions	4,668			—			—
Diluted weighted average common shares	475,387			468,935			467,403
Basic earnings per common share
Continuing operations	$	2.25		$	0.88		$	0.77
Discontinued operations	—			—			0.57
Net income (loss) applicable to common shares	$	2.25		$	0.88		$	1.34
Diluted earnings per common share
Continuing operations	$	2.24		$	0.88		$	0.77
Discontinued operations	—			—			0.57
Net income (loss) applicable to common shares	$	2.24		$	0.88		$	1.34

For all periods presented in the above table, approximately 1 million equity awards (restricted stock units and stock options) and all shares of common stock issuable pursuant to the settlement of forward equity sales agreement (see discussion above) were not included because they are anti-dilutive. For the years ended December 31, 2018, 2017 and 2016, 2 million, 7 million and 7 million shares, respectively, issuable upon conversion of DownREIT units were not included because they are anti-dilutive.

108

NOTE 18. Supplemental Cash Flow Information

The following table summarizes supplemental cash flow information (in thousands):

	Year Ended December 31,
	2018		2017		2016
Supplemental cash flow information:
Interest paid, net of capitalized interest	$	275,690	$	309,111	$	489,453
Income taxes paid	4,480		10,045		13,727
Capitalized interest	21,056		16,937		11,108
Supplemental schedule of non-cash investing and financing activities:
Accrued construction costs	88,826		67,425		49,999
Non-cash impact of QCP Spin-Off, net	—		—		3,539,584
Securities transferred for debt defeasance	—		—		73,278
Retained equity method investment from U.K. JV transaction	104,922		—		—
Derecognition of U.K. Bridge Loan receivable	147,474		—		—
Consolidation of net assets related to U.K. Bridge Loan	106,457		—		—
Vesting of restricted stock units and conversion of non-managing member units into common stock	537		2,908		6,622
Net noncash impact from the consolidation of previously unconsolidated joint ventures (see Note 4)	68,293		—		—
Deconsolidation of noncontrolling interest in connection with RIDEA II transaction	—		58,061		—
Mortgages and other liabilities assumed with real estate acquisitions	8,457		5,425		82,985

See discussions related to: (i) the Brookdale Transactions in Note 3, (ii) the Spin-Off, RIDEA II transaction and U.K. JV transaction in Note 5, (iii) the U.K. Bridge Loan in Notes 7 and 19, and (iv) the acquisition of the outstanding equity interests in three life science joint ventures in Note 4.

The following table summarizes cash, cash equivalents and restricted cash (in thousands):

	December 31,
	2018		2017
Cash and cash equivalents	$	110,790	$	55,306
Restricted cash	29,056		26,897
Cash, cash equivalents and restricted cash	$	139,846	$	82,203

NOTE 19. Variable Interest Entities

Unconsolidated Variable Interest Entities

At December 31, 2018, the Company had investments in: (i) 48 properties leased to VIE tenants; (ii) four unconsolidated VIE joint ventures; (iii) marketable debt securities of one VIE; and (iv) one loan to a VIE borrower. The Company has determined that it is not the primary beneficiary of and therefore does not consolidate these VIEs because it does not have the ability to control the activities that most significantly impact their economic performance. Except for the Company’s equity interest in the unconsolidated joint ventures (CCRC OpCo, Vintage Park Development JV, Waldwick JV and the LLC investment discussed below), it has no formal involvement in these VIEs beyond its investments.

The Company leases 48 properties to a total of seven tenants that have also been identified as VIEs (“VIE tenants”). These VIE tenants are “thinly capitalized” entities that rely on the operating cash flows generated from the senior housing facilities to pay operating expenses, including the rent obligations under their leases.

109

The Company holds a 49% ownership interest in CCRC OpCo, a joint venture entity formed in August 2014 that operates senior housing properties in a RIDEA structure and has been identified as a VIE. The equity members of CCRC OpCo “lack power” because they share certain operating rights with Brookdale, as manager of the CCRCs. The assets of CCRC OpCo primarily consist of the CCRCs that it owns and leases, resident fees receivable, notes receivable, and cash and cash equivalents; its obligations primarily consist of operating lease obligations to CCRC PropCo, debt service payments and capital expenditures for the properties, and accounts payable and expense accruals associated with the cost of its CCRCs’ operations. Assets generated by the CCRC operations (primarily rents from CCRC residents) of CCRC OpCo may only be used to settle its contractual obligations (primarily from debt service payments, capital expenditures, and rental costs and operating expenses incurred to manage such facilities).

The Company holds an 85% ownership interest in a joint venture (Vintage Park Development JV), which has been identified as a VIE as power is shared with a member that does not have a substantive equity investment at risk. The assets of the joint venture primarily consist of a leased property (net real estate), rents receivable, and cash and cash equivalents; its obligations primarily consist of debt-service payments. Any assets generated by the joint venture may only be used to settle its respective contractual obligations (primarily debt service payments).

The Company holds an 85% ownership interest in a development joint venture (Waldwick JV), which has been identified as a VIE as power is shared with a member that does not have a substantive equity investment at risk. The assets of the joint venture primarily consist of an in-progress senior housing facility development project that it owns and cash and cash equivalents; its obligations primarily consist of accounts payable and expense accruals associated with the cost of its development obligations. Any assets generated by the joint venture may only be used to settle its respective contractual obligations (primarily development expenses and debt service payments).

The Company holds a limited partner ownership interest in an unconsolidated LLC that has been identified as a VIE. The Company’s involvement in the entity is limited to its equity investment as a limited partner, and it does not have any substantive participating rights or kick-out rights over the general partner. The assets and liabilities of the entity primarily consist of those associated with its senior housing real estate and development activities. Any assets generated by the entity may only be used to settle its contractual obligations (primarily development expenses and debt service payments).

The Company holds commercial mortgage-backed securities (“CMBS”) issued by Federal Home Loan Mortgage Corporation (commonly referred to as Freddie MAC) through a special purpose entity that has been identified as a VIE because it is “thinly capitalized.” The CMBS issued by the VIE are backed by mortgage debt obligations on real estate assets.

The Company provided seller financing of $10 million related to its sale of seven senior housing triple-net facilities. The financing was provided in the form of a secured five-year mezzanine loan to a “thinly capitalized” borrower created to acquire the facilities.

The classification of the related assets and liabilities and their maximum loss exposure as a result of the Company’s involvement with these VIEs at December 31, 2018 are presented below (in thousands):

VIE Type	Asset/Liability Type	Maximum Loss Exposure and Carrying Amount(1)
VIE tenants - DFLs(2)	Net investment in DFLs	$	600,230
VIE tenants - operating leases(2)	Lease intangibles, net and straight-line rent receivables	7,396
CCRC OpCo	Investments in unconsolidated joint ventures	176,236
Unconsolidated development joint ventures	Investments in unconsolidated joint ventures	15,176
Loan - seller financing	Loans Receivable, net	10,000
CMBS and LLC investment	Marketable debt and cost method investment	34,263

_______________________________________

(1) The Company’s maximum loss exposure represents the aggregate carrying amount of such investments (including accrued interest).

(2) The Company’s maximum loss exposure may be mitigated by re-leasing the underlying properties to new tenants upon an event of default.

As of December 31, 2018, the Company had not provided, and is not required to provide, financial support through a liquidity arrangement or otherwise, to its unconsolidated VIEs, including circumstances in which it could be exposed to further losses (e.g., cash shortfalls). See Notes 4, 6, 7 and 8 for additional descriptions of the nature, purpose and operating activities of the Company’s unconsolidated VIEs and interests therein.

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Consolidated Variable Interest Entities

HCP, Inc.'s consolidated total assets and total liabilities at December 31, 2018 and December 31, 2017 include certain assets of VIEs that can only be used to settle the liabilities of the related VIE. The VIE creditors do not have recourse to HCP, Inc. Total assets at December 31, 2018 and December 31, 2017 include VIE assets as follows (in thousands):

	December 31,
	2018			2017
Assets
Building and improvements	$	1,949,582		$	2,436,414
Developments in process	39,584			32,285
Land	151,746			227,162
Accumulated depreciation	(398,143		)	(542,091		)
Net real estate	1,742,769			2,153,770
Investments in and advances to unconsolidated joint ventures	1,550			2,231
Accounts receivable, net	7,904			10,242
Cash and cash equivalents	23,772			15,861
Restricted cash	3,399			2,619
Intangible assets, net	111,333			125,475
Other assets, net	43,149			33,749
Total assets	$	1,933,876		$	2,343,947
Liabilities
Mortgage debt	$	44,598		$	45,016
Intangible liabilities, net	19,128			10,672
Accounts payable and accrued expenses	66,736			269,280
Deferred revenue	24,215			14,432
Total liabilities	$	154,677		$	339,400

HCP Ventures V, LLC.  The Company holds a 51% ownership interest in and is the managing member of a joint venture entity formed in October 2015 that owns and leases MOBs (“HCP Ventures V”). Upon adoption of ASU No. 2015-02, Amendments to the Consolidation Analysis (“ASU 2015-02”), the Company classified HCP Ventures V as a VIE due to the non-managing member lacking substantive participation rights in the management of HCP Ventures V or kick-out rights over the managing member. The Company consolidates HCP Ventures V as the primary beneficiary because it has the ability to control the activities that most significantly impact the VIE’s economic performance. The assets of HCP Ventures V primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; its obligations primarily consist of capital expenditures for the properties. Assets generated by HCP Ventures V may only be used to settle its contractual obligations (primarily from capital expenditures).

Vintage Park JV.  The Company holds a 90% ownership interest in and is the managing member of a joint venture entity formed in January 2015 (“Vintage Park JV”) that owns an 85% interest in an unconsolidated development VIE. Upon adoption of ASU 2015-02, the Company classified Vintage Park JV as a VIE due to the non-managing member lacking substantive participation rights in the management of the Vintage Park JV or kick-out rights over the managing member. The Company consolidates Vintage Park JV as the primary beneficiary because it has the ability to control the activities that most significantly impact the VIE’s economic performance. The assets of Vintage Park JV primarily consist of an investment in the Vintage Park Development JV and cash and cash equivalents; its obligations primarily consist of funding the ongoing development of the Vintage Park Development JV. Assets generated by the Vintage Park JV may only be used to settle its contractual obligations (primarily from the funding of the Vintage Park Development JV).

Watertown JV.  The Company holds a 95% ownership interest in and is the managing member of joint venture entities formed in November 2017 that own and operate a senior housing property in a RIDEA structure (“Watertown JV”). Watertown PropCo is a VIE as the Company and the non-managing member share in control of the entity, but substantially all of the entity's activities are performed on behalf of the Company. Watertown OpCo is a VIE as the non-managing member, through its equity interest, lacks substantive participation rights in the management of Watertown OpCo or kick-out rights over the managing member. The Company consolidates Watertown PropCo and Watertown OpCo as the primary beneficiary because it has the ability to control the activities

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that most significantly impact these VIEs’ economic performance. The assets of Watertown PropCo primarily consist of a leased property (net real estate), rents receivable, and cash and cash equivalents; its obligations primarily consist of notes payable to a non-VIE consolidated subsidiary of the Company. The assets of Watertown OpCo primarily consist of leasehold interests in a senior housing facility (operating lease), resident fees receivable, and cash and cash equivalents; its obligations primarily consist of lease payments to Watertown PropCo and operating expenses of its senior housing facilities (accounts payable and accrued expenses). Assets generated by the senior housing operations (primarily from senior housing resident rents) of the Watertown structure may only be used to settle its contractual obligations (primarily from the rental costs, operating expenses incurred to manage such facilities and debt costs).

Hayden JV.  The Company holds a 99% ownership interest in a joint venture entity formed in December 2017 that owns and leases a life science complex (“Hayden JV”). The Hayden JV is a VIE as the members share in control of the entity, but substantially all of the entity's activities are performed on behalf of the Company. The Company consolidates the Hayden JV as the primary beneficiary because it has the ability to control the activities that most significantly impact these VIEs’ economic performance. The assets of the Hayden JV primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; its obligations primarily consist of debt service payments and capital expenditures for the properties. Assets generated by Hayden JV may only be used to settle its contractual obligations (primarily from capital expenditures).

MSREI JV.  The Company holds a 51% ownership interest in, and is the managing member of, a joint venture entity formed in August 2018 that owns and leases MOBs (the “MSREI JV” - see Note 4). The MSREI JV is a VIE due to the non-managing member lacking substantive participation rights in the management of the joint venture or kick-out rights over the managing member. The Company consolidates the MSREI JV as the primary beneficiary because it has the ability to control the activities that most significantly impact the VIE’s economic performance. The assets of the MSREI JV primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; its obligations primarily consist of capital expenditures for the properties. Assets generated by the MSREI JV may only be used to settle its contractual obligations (primarily from capital expenditures).

Consolidated Lessees. The Company leases six senior housing properties to lessee entities under cash flow leases through which the Company receives monthly rent equal to the residual cash flows of the properties. The lessee entities are classified as VIEs as they are "thinly capitalized" entities. The Company consolidates the lessee entities as it has the ability to control the activities that most significantly impact the economic performance of the lessee entities. The lessee entities' assets primarily consist of leasehold interests in senior housing facilities (operating leases), resident fees receivable, and cash and cash equivalents; its obligations primarily consist of lease payments to the Company and operating expenses of the senior housing facilities (accounts payable and accrued expenses). Assets generated by the senior housing operations (primarily from senior housing resident rents) may only be used to settle its contractual obligations (primarily from the rental costs, operating expenses incurred to manage such facilities and debt costs).

DownREITs.  The Company holds a controlling ownership interest in and is the managing member of five DownREITs. The Company classifies the DownREITs as VIEs due to the non-managing members lacking substantive participation rights in the management of the DownREITs or kick-out rights over the managing member. The Company consolidates the DownREITs as the primary beneficiary because it has the ability to control the activities that most significantly impact these VIEs’ economic performance. The assets of the DownREITs primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; their obligations primarily consist of debt service payments and capital expenditures for the properties. Assets generated by the DownREITs (primarily from resident rents) may only be used to settle their contractual obligations (primarily from debt service and capital expenditures).

Other Consolidated Real Estate Partnerships.  The Company holds a controlling ownership interest in and is the general partner (or managing member) of multiple partnerships that own and lease real estate assets (the “Partnerships”). The Company classifies the Partnerships as VIEs due to the limited partners (non-managing members) lacking substantive participation rights in the management of the Partnerships or kick-out rights over the general partner (managing member). The Company consolidates the Partnerships as the primary beneficiary because it has the ability to control the activities that most significantly impact these VIEs’ economic performance. The assets of the Partnerships primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; their obligations primarily consist of debt service payments and capital expenditures for the properties. Assets generated by the Partnerships (primarily from resident rents) may only be used to settle their contractual obligations (primarily from debt service and capital expenditures).

Other consolidated VIEs.  The Company made a loan to an entity that entered into a tax credit structure (“Tax Credit Subsidiary”) and a loan to an entity that made an investment in a development joint venture (“Development JV”) both of which are considered VIEs. The Company consolidates the Tax Credit Subsidiary and Development JV as the primary beneficiary because it has the ability to control the activities that most significantly impact the VIEs’ economic performance. The assets and liabilities of the Tax Credit Subsidiary and Development JV substantially consist of a development in progress, notes receivable, prepaid expenses,

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notes payable, and accounts payable and accrued liabilities generated from their operating activities. Any assets generated by the operating activities of the Tax Credit Subsidiary and Development JV may only be used to settle their contractual obligations.

U.K. Bridge Loan.  In 2016, the Company provided a £105 million ($131 million at closing) bridge loan to MMCG to fund the acquisition of a portfolio of seven care homes in the U.K. MMCG created a special purpose entity to acquire the portfolio and funded it entirely using the Company’s bridge loan. As such, the special purpose entity had historically been identified as a VIE because it was “thinly capitalized.” The Company retained a three-year call option to acquire all the shares of the special purpose entity, which it could only exercise upon the occurrence of certain events. During the quarter ended March 31, 2018, the Company concluded that the conditions required to exercise the call option had been met and initiated the call option process to acquire the special purpose entity. In conjunction with initiating the process to legally exercise its call option and the satisfaction of required contingencies, the Company concluded that it was the primary beneficiary of the special purpose entity and therefore, should consolidate the entity. As such, during the quarter ended March 31, 2018, the Company derecognized the previously outstanding loan receivable, recognized the special purpose entity’s assets and liabilities at their respective fair values, and recognized a £29 million ($41 million) loss on consolidation, net of a tax benefit of £2 million ($3 million), to account for the difference between the carrying value of the loan receivable and the fair value of net assets and liabilities assumed. The loss on consolidation is recognized within other income (expense), net and the tax benefit is recognized within income tax benefit (expense). The fair value of net assets and liabilities consolidated during the first quarter of 2018 consisted of £81 million ($114 million) of net real estate, £4 million ($5 million) of intangible assets, and £9 million ($13 million) of net deferred tax liabilities.

In June 2018, the Company completed the exercise of the above-mentioned call option and formally acquired full ownership of the special purpose entity. As such, the Company reconsidered whether the special purpose entity was a VIE and concluded that it was no longer “thinly capitalized” as the previously outstanding bridge loan converted to equity at risk and, therefore, was no longer a VIE. The real estate assets held by the special purpose entity were contributed to the U.K. JV formed by the Company in June 2018 (see Note 5).

NOTE 20. Concentration of Credit Risk

Concentrations of credit risk arise when one or more tenants, operators or obligors related to the Company’s investments are engaged in similar business activities or activities in the same geographic region, or have similar economic features that would cause their ability to meet contractual obligations, including those to the Company, to be similarly affected by changes in economic conditions. The Company regularly monitors various segments of its portfolio to assess potential concentrations of credit risks.

The following tables provide information regarding the Company’s concentrations with respect to Brookdale as a tenant as of and for the periods presented:

	Percentage of Total Assets
	Total Company		Senior Housing Triple-Net
	December 31,		December 31,
Tenant	2018	2017	2018	2017
Brookdale(1)	6	10	27	39

	Percentage of Revenues
	Total Company			Senior Housing Triple-Net
	Year Ended December 31,			Year Ended December 31,
Tenant	2018	2017	2016	2018	2017	2016
Brookdale(1)	6	8	12	38	47	59

_______________________________________

(1) Excludes senior housing facilities operated by Brookdale in the Company’s SHOP segment as discussed below. Percentages of segment and total company revenues include partial-year revenue earned from senior housing triple-net facilities that were sold during 2018. Accordingly, the percentages of segment and total company revenues are expected to decrease in 2019. The years ended December 31, 2017 and 2016 include revenues from 64 senior housing triple-net facilities that were sold in March 2017.

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As of December 31, 2018 and 2017, Brookdale managed or operated, in the Company’s SHOP segment, approximately 7% and 13%, respectively, of the Company’s real estate investments based on total assets. Because an operator manages the Company’s facilities in exchange for the receipt of a management fee, the Company is not directly exposed to the credit risk of its operators in the same manner or to the same extent as its triple-net tenants. As of December 31, 2018, Brookdale provided comprehensive facility management and accounting services with respect to 35 of the Company’s SHOP facilities and 16 SHOP facilities owned by its unconsolidated joint ventures, for which the Company or joint venture pay annual management fees pursuant to long-term management agreements. Most of the management agreements have terms ranging from 10 to 15 years, with three to four5-year renewals. The base management fees are 4.5% to 5.0% of gross revenues (as defined) generated by the RIDEA facilities. In addition, there are incentive management fees payable to Brookdale if operating results of the RIDEA properties exceed pre-established EBITDAR (as defined) thresholds.

Brookdale is subject to the registration and reporting requirements of the U.S. Securities and Exchange Commission (“SEC”) and is required to file with the SEC annual reports containing audited financial information and quarterly reports containing unaudited financial information. The information related to Brookdale contained or referred to in this report has been derived from SEC filings made by Brookdale or other publicly available information, or was provided to the Company by Brookdale, and the Company has not verified this information through an independent investigation or otherwise. The Company has no reason to believe that this information is inaccurate in any material respect, but the Company cannot assure the reader of its accuracy. The Company is providing this data for informational purposes only, and encourages the reader to obtain Brookdale’s publicly available filings, which can be found on the SEC’s website at www.sec.gov.

See Note 3 for further information on the reduction of concentration related to Brookdale.

To mitigate the credit risk of leasing properties to certain senior housing operators, leases with operators are often combined into portfolios that contain cross-default terms, so that if a tenant of any of the properties in a portfolio defaults on its obligations under its lease, the Company may pursue its remedies under the lease with respect to any of the properties in the portfolio. Certain portfolios also contain terms whereby the net operating profits of the properties are combined for the purpose of securing the funding of rental payments due under each lease.

The following table provides information regarding the Company’s concentrations with respect to certain states; the information provided is presented for the gross assets and revenues that are associated with certain real estate assets as percentages of total Company’s total assets and revenues:

	Percentage of Total Company Assets		Percentage of Total Company Revenues
	December 31,		Year Ended December 31,
State	2018	2017	2018	2017	2016
California	34	31	26	26	26
Texas	16	14	18	17	17

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NOTE 21. Fair Value Measurements

Financial assets and liabilities measured at fair value on a recurring basis at December 31, 2018 in the consolidated balance sheets are immaterial.

The table below summarizes the carrying amounts and fair values of the Company’s financial instruments (in thousands):

	December 31,
	2018(3)				2017(3)
	Carrying Value		Fair Value		Carrying Value		Fair Value
Loans receivable, net(2)	$	62,998	$	62,998	$	313,326	$	313,242
Marketable debt securities(2)	19,202		19,202		18,690		18,690
Bank line of credit(2)	80,103		80,103		1,017,076		1,017,076
Term loan(2)	—		—		228,288		228,288
Senior unsecured notes(1)	5,258,550		5,302,485		6,396,451		6,737,825
Mortgage debt(2)	138,470		136,161		144,486		125,984
Other debt(2)	90,785		90,785		94,165		94,165
Interest-rate swap liabilities(2)	1,310		1,310		2,483		2,483
Cross currency swap liability(2)	—		—		10,968		10,968

_______________________________________

(1) Level 1: Fair value calculated based on quoted prices in active markets.

(2) Level 2: Fair value based on (i) for marketable debt securities, quoted prices for similar or identical instruments in active or inactive markets, respectively, or (ii) or for loans receivable, net, mortgage debt, and swaps, calculated utilizing standardized pricing models in which significant inputs or value drivers are observable in active markets. For bank line of credit, term loans and other debt, the carrying values are a reasonable estimate of fair value because the borrowings are primarily based on market interest rates and the Company’s credit rating.

(3) During the years ended December 31, 2018 and 2017, there were no transfers of financial assets or liabilities within the fair value hierarchy.

NOTE 22. Derivative Financial Instruments

The following table summarizes the Company’s outstanding interest-rate contracts as of December 31, 2018 (dollars in thousands):

Date Entered	Maturity Date	Hedge Designation	Notional		Pay Rate	Receive Rate	Fair Value(1)
Interest rate:
July 2005(2)	July 2020	Cash Flow	$	43,000	3.820%	BMA Swap Index	$	(1,310	)

_____________________________

(1) Derivative liabilities are recorded in accounts payable and accrued liabilities on the consolidated balance sheets.

(2) Represents three interest-rate swap contracts, which hedge fluctuations in interest payments on variable-rate secured debt due to overall changes in hedged cash flows.

The Company uses derivative instruments to mitigate the effects of interest rate fluctuations on specific forecasted transactions as well as recognized financial obligations or assets. Utilizing derivative instruments allows the Company to manage the risk of fluctuations in interest rates related to the potential impact these changes could have on future earnings and forecasted cash flows. The Company does not use derivative instruments for speculative or trading purposes. Assuming a one percentage point shift in the underlying interest rate curve, the estimated change in fair value of each of the underlying derivative instruments would not exceed $1 million.

On June 29, 2018, concurrent with closing the U.K. JV transaction, the Company terminated a cross currency swap contract, which was designated as a hedge of the Company’s net investment in the U.K. As such, upon deconsolidation of the U.K. Portfolio, the Company reclassified the $6 million loss in other comprehensive income related to the cross currency swap through gain (loss) on sales of real estate, net.

As of December 31, 2018, £55 million of the Company’s GBP-denominated borrowings under the Facility are designated as a hedge of a portion of the Company’s net investments in GBP-functional currency unconsolidated subsidiaries to mitigate its exposure to fluctuations in the GBP to USD exchange rate. For instruments that are designated and qualify as net investment hedges, the variability in the foreign currency to USD exchange rate of the instrument is recorded as part of the cumulative

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translation adjustment component of accumulated other comprehensive income (loss). Accordingly, the remeasurement value of the designated £55 million GBP-denominated borrowings due primarily to fluctuations in the GBP to USD exchange rate are reported in accumulated other comprehensive income (loss) as the hedging relationship is considered to be effective. The balance in accumulated other comprehensive income (loss) (loss of $2 million at December 31, 2018) will be reclassified to earnings when the Company sells its remaining U.K. investments.

NOTE 23. Selected Quarterly Financial Data (Unaudited)

The following table summarizes selected quarterly information for the years ended December 31, 2018 and 2017 (in thousands, except per share amounts):

	Three Months Ended 2018
	March 31		June 30		September 30		December 31
Total revenues	$	479,197	$	469,551	$	456,022	$	441,919
Income (loss) before income taxes and equity income from investments in unconsolidated joint ventures	37,331		88,375		98,908		833,600
Net income (loss)	43,237		92,928		102,926		834,383
Net income (loss) applicable to HCP, Inc.	40,232		89,942		99,371		831,548
Dividends paid per common share	0.37		0.37		0.37		0.37
Basic earnings per common share	0.08		0.19		0.21		1.75
Diluted earnings per common share	0.08		0.19		0.21		1.73

	Three Months Ended 2017
	March 31		June 30		September 30			December 31
Total revenues	$	492,168	$	458,928	$	454,023		$	443,259
Income (loss) before income taxes and equity income from investments in unconsolidated joint ventures	454,746		18,874		(12,263		)	(50,957		)
Net (loss) income	464,177		22,101		(5,720		)	(57,924		)
Net (loss) income applicable to HCP, Inc.	461,145		19,383		(7,657		)	(58,702		)
Dividends paid per common share	0.37		0.37		0.37			0.37
Basic earnings per common share	0.98		0.04		(0.02		)	(0.13		)
Diluted earnings per common share	0.97		0.04		(0.02		)	(0.13		)

The above selected quarterly financial data includes the following significant transactions:

2018

• During the quarter ended December 31, 2018, the Company sold its Shoreline Technology Center life science campus for $1.0 billion and recognized a gain on sale of $726 million.

• During the quarter ended December 31, 2018, the Company acquired the outstanding equity interests in three life science joint ventures for $92 million and recognized a gain on consolidation of $50 million.

• During the quarter ended December 31, 2018, the Company sold 19 senior housing assets (11 senior housing triple-net assets and eight SHOP assets) for $377 million and recognized gain on sales of $40 million.

• During the quarter ended December 31, 2018, the Company recognized impairment charges of $33 million related to four underperforming SHOP assets.

• During the quarter ended September 30, 2018, the Company repurchased $700 million of its 5.375% senior notes due 2021 and recorded a $44 million loss on debt extinguishment.

• During the quarter ended March 31, 2018, The Company recognized a £29 million ($41 million) loss on consolidation related to the U.K. Bridge Loan (see Notes 7 and 19).

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2017

• During the quarter ended December 31, 2017, the Company recognized a $20 million net reduction of rental and related revenues and $35 million of operating expense related to the Brookdale Transactions.

• During the quarter ended December 31, 2017, the Company recorded an impairment charge of $84 million related to the Tandem Mezzanine Loan.

• During the quarter ended December 31, 2017, the Company recognized a tax expense of $17 million due to a remeasurement of deferred tax assets and liabilities.

• During the quarter ended September 30, 2017, the Company repurchased $500 million of its 5.375% senior notes due 2021 and recorded a $54 million loss on debt extinguishment.

• During the quarter ended June 30, 2017, the Company recorded an impairment charge of $57 million related to the Tandem Mezzanine Loan.

• During the quarter ended March 31, 2017, the Company deconsolidated the net assets of RIDEA II and recognized a net gain on sale of $99 million.

• During the quarter ended March 31, 2017, the Company sold 64 senior housing triple-net assets, resulting in a net gain on sale of $170 million.

• During the quarter ended March 31, 2017, the Company sold its Four Seasons Notes, which generated a £42 million ($51 million) gain on sale.

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Schedule II: Valuation and Qualifying Accounts

Allowance Accounts(1)			Additions				Deductions
Year Ended December 31,	Balance at Beginning of Year		Amounts Charged Against Operations, net		Acquired Properties		Uncollectible Accounts Written-off			Dispositions			Balance at End of Year
2018	$	169,374	$	4,105	$	—	$	(1,887	)	$	(143,795	)	$	27,797
2017	29,518		144,135		—		(2,732		)	(1,547		)	169,374
2016	36,180		1,177		—		(2,843		)	(4,996		)	29,518

_______________________________________

(1) Includes allowance for doubtful accounts, straight-line rent reserves, and allowances for loan and direct financing lease losses (see Note 6 to the Consolidated Financial Statements).

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Schedule III: Real Estate and Accumulated Depreciation

			Encumbrances at December 31, 2018		Initial Cost to Company				Costs Capitalized Subsequent to Acquisition		Gross Amount at Which Carried As of December 31, 2018						Accumulated Depreciation(2)			Year Acquired/ Constructed
	City	State			Land		Buildings and Improvements				Land		Buildings and Improvements		Total(1)
Senior housing triple-net
1107	Huntsville	AL	$	—	$	307	$	5,813	$	—	$	307	$	5,453	$	5,760	$	(1,670	)	2006
0786	Douglas	AZ	—		110		703		—		110		703		813		(385		)	2005
0518	Tucson	AZ	—		2,350		24,037		—		2,350		24,037		26,387		(12,219		)	2002
1238	Beverly Hills	CA	—		9,872		32,590		9,257		9,872		38,972		48,844		(11,638		)	2006
0883	Carmichael	CA	—		4,270		13,846		—		4,270		13,236		17,506		(3,998		)	2006
2204	Chino Hills	CA	—		3,720		41,183		—		3,720		41,183		44,903		(6,307		)	2014
0851	Citrus Heights	CA	—		1,180		8,367		—		1,180		8,037		9,217		(3,370		)	2006
0790	Concord	CA	25,000		6,010		39,601		—		6,010		38,301		44,311		(12,835		)	2005
0787	Dana Point	CA	—		1,960		15,946		—		1,960		15,466		17,426		(5,187		)	2005
0798	Escondido	CA	14,340		5,090		24,253		—		5,090		23,353		28,443		(7,833		)	2005
0791	Fremont	CA	—		2,360		11,672		—		2,360		11,192		13,552		(3,754		)	2005
0788	Granada Hills	CA	—		2,200		18,257		—		2,200		17,637		19,837		(5,916		)	2005
0227	Lodi	CA	—		732		5,453		—		732		5,453		6,185		(3,164		)	1997
0226	Murietta	CA	—		435		5,729		—		435		5,729		6,164		(3,257		)	1997
1165	Northridge	CA	—		6,718		26,309		2,820		6,752		27,890		34,642		(9,012		)	2006
0789	Pleasant Hill	CA	6,270		2,480		21,333		—		2,480		20,633		23,113		(6,921		)	2005
2205	Roseville	CA	—		3,844		33,527		—		3,844		33,527		37,371		(5,038		)	2014
0793	South San Francisco	CA	—		3,000		16,586		—		3,000		16,056		19,056		(5,380		)	2005
0792	Ventura	CA	—		2,030		17,379		—		2,030		16,749		18,779		(5,618		)	2005
0512	Denver	CO	—		2,810		36,021		1,885		2,810		37,686		40,496		(18,826		)	2002
1000	Greenwood Village	CO	—		3,367		43,610		2,894		3,367		45,708		49,075		(13,295		)	2006
0861	Apopka	FL	—		920		4,816		994		920		5,710		6,630		(2,073		)	2006
0852	Boca Raton	FL	—		4,730		17,532		5,471		4,730		22,391		27,121		(8,375		)	2006
2467	Ft Myers	FL	—		2,782		21,827		—		2,782		21,827		24,609		(2,400		)	2016
1095	Gainesville	FL	—		1,221		12,226		83		1,221		12,084		13,305		(3,675		)	2006
0490	Jacksonville	FL	—		3,250		25,936		6,170		3,250		32,106		35,356		(13,791		)	2002
1096	Jacksonville	FL	—		1,587		15,616		65		1,587		15,363		16,950		(4,685		)	2006
1017	Palm Harbor	FL	—		1,462		16,774		696		1,462		17,084		18,546		(5,277		)	2006
0802	St. Augustine	FL	—		830		11,627		1,471		830		12,698		13,528		(4,887		)	2005
1097	Tallahassee	FL	—		1,331		19,039		123		1,331		18,818		20,149		(5,725		)	2006
1605	Vero Beach	FL	—		700		16,234		—		700		15,484		16,184		(3,539		)	2010
1257	Vero Beach	FL	—		2,035		34,993		201		2,035		33,634		35,669		(10,298		)	2006
2165	Hartwell	GA	—		368		6,337		320		368		6,657		7,025		(1,235		)	2012
2066	Lawrenceville	GA	—		581		2,669		576		581		3,245		3,826		(860		)	2012
1241	Lilburn	GA	—		907		17,340		370		907		17,125		18,032		(5,296		)	2006
2086	Newnan	GA	—		1,227		4,202		533		1,227		4,735		5,962		(1,183		)	2012
1005	Oak Park	IL	—		3,476		35,259		1,862		3,476		36,575		40,051		(10,507		)	2006
1162	Orland Park	IL	—		2,623		23,154		1,732		2,623		24,111		26,734		(7,514		)	2006
1237	Wilmette	IL	—		1,100		9,373		791		1,100		9,940		11,040		(3,091		)	2006
2115	Murray	KY	—		288		7,400		319		288		7,719		8,007		(1,574		)	2012
1249	Frederick	MD	—		609		9,158		1,217		609		9,811		10,420		(2,948		)	2006
0546	Cape Elizabeth	ME	—		630		3,524		93		630		3,617		4,247		(1,428		)	2003
0545	Saco	ME	—		80		2,363		155		80		2,518		2,598		(991		)	2003
1258	Auburn Hills	MI	—		2,281		10,692		—		2,281		10,692		12,973		(3,274		)	2006
1248	Farmington Hills	MI	—		1,013		12,119		968		1,013		12,435		13,448		(3,928		)	2006
1259	Sterling Heights	MI	—		1,593		11,500		—		1,593		11,181		12,774		(3,424		)	2006
1235	Des Peres	MO	—		4,361		20,664		1,333		4,361		21,379		25,740		(6,385		)	2006
1236	Richmond Heights	MO	—		1,744		24,232		413		1,744		23,961		25,705		(7,364		)	2006
0853	St. Louis	MO	—		2,500		20,343		—		2,500		19,853		22,353		(8,327		)	2006
0878	Charlotte	NC	—		710		9,559		—		710		9,159		9,869		(2,767		)	2006
2465	Charlotte	NC	—		1,373		10,774		—		1,373		10,774		12,147		(1,185		)	2016
2468	Franklin	NC	—		1,082		8,489		—		1,082		8,489		9,571		(933		)	2016
2466	Raeford	NC	—		1,304		10,230		—		1,304		10,230		11,534		(1,125		)	2016
1254	Raleigh	NC	—		1,191		11,532		1,198		1,191		12,182		13,373		(3,572		)	2006
1239	Cresskill	NJ	—		4,684		53,927		618		4,684		53,503		58,187		(16,460		)	2006
0734	Hillsborough	NJ	—		1,042		10,042		796		1,042		10,372		11,414		(3,485		)	2005
1242	Madison	NJ	—		3,157		19,909		252		3,157		19,523		22,680		(5,969		)	2006
1231	Saddle River	NJ	—		1,784		15,625		754		1,784		15,710		17,494		(4,848		)	2006
0796	Las Vegas	NV	—		1,960		5,816		—		1,960		5,426		7,386		(1,820		)	2005
1252	Brooklyn	NY	—		8,117		23,627		1,198		8,117		23,669		31,786		(7,319		)	2006
1256	Brooklyn	NY	—		5,215		39,052		1,290		5,215		39,312		44,527		(12,230		)	2006
1253	Youngstown	OH	—		695		10,444		760		695		10,824		11,519		(3,478		)	2006
2131	Keizer	OR	2,262		551		6,454		—		551		6,454		7,005		(1,136		)	2013
2152	McMinnville	OR	—		3,203		24,909		5,839		3,203		29,253		32,456		(6,757		)	2012
2089	Newberg	OR	—		1,889		16,855		874		1,889		17,729		19,618		(3,025		)	2012
2133	Portland	OR	—		1,615		12,030		189		1,615		12,219		13,834		(1,926		)	2012
2050	Redmond	OR	—		1,229		21,921		844		1,229		22,765		23,994		(3,594		)	2012
2084	Roseburg	OR	—		1,042		12,090		145		1,042		12,235		13,277		(2,305		)	2012
2134	Scappoose	OR	—		353		1,258		17		353		1,275		1,628		(317		)	2012
2153	Scappoose	OR	—		971		7,116		162		971		7,278		8,249		(1,584		)	2012
2088	Tualatin	OR	—		—		6,326		396		—		6,722		6,722		(1,687		)	2012
2180	Windfield Village	OR	2,456		580		9,817		—		580		9,817		10,397		(1,723		)	2013
1163	Haverford	PA	—		16,461		108,816		14,337		16,461		118,289		134,750		(37,303		)	2006
2063	Selinsgrove	PA	—		529		9,111		255		529		9,366		9,895		(1,971		)	2012
1973	South Kingstown	RI	—		1,390		12,551		630		1,390		12,918		14,308		(3,660		)	2011
1975	Tiverton	RI	—		3,240		25,735		651		3,240		25,939		29,179		(7,152		)	2011
1104	Aiken	SC	—		357		14,832		151		363		14,395		14,758		(4,447		)	2006
1109	Columbia	SC	—		408		7,527		131		412		7,411		7,823		(2,311		)	2006
0306	Georgetown	SC	—		239		3,008		—		239		3,008		3,247		(1,303		)	1998
0879	Greenville	SC	—		1,090		12,558		—		1,090		12,058		13,148		(3,642		)	2006

119

			Encumbrances at December 31, 2018		Initial Cost to Company				Costs Capitalized Subsequent to Acquisition		Gross Amount at Which Carried As of December 31, 2018						Accumulated Depreciation(2)			Year Acquired/ Constructed
	City	State			Land		Buildings and Improvements				Land		Buildings and Improvements		Total(1)
0305	Lancaster	SC	—		84		2,982		—		84		2,982		3,066		(1,208		)	1998
0880	Myrtle Beach	SC	—		900		10,913		—		900		10,513		11,413		(3,176		)	2006
0312	Rock Hill	SC	—		203		2,671		—		203		2,671		2,874		(1,136		)	1998
1113	Rock Hill	SC	—		695		4,119		322		795		4,074		4,869		(1,440		)	2006
0313	Sumter	SC	—		196		2,623		—		196		2,623		2,819		(1,136		)	1998
2073	Kingsport	TN	—		1,113		8,625		335		1,113		8,960		10,073		(1,732		)	2012
1003	Nashville	TN	—		812		16,983		2,524		812		18,759		19,571		(5,180		)	2006
0843	Abilene	TX	—		300		2,830		—		300		2,710		3,010		(853		)	2006
2107	Amarillo	TX	—		1,315		26,838		894		1,315		27,732		29,047		(4,649		)	2012
0511	Austin	TX	—		2,960		41,645		—		2,960		41,645		44,605		(21,169		)	2002
2075	Bedford	TX	—		1,204		26,845		1,704		1,204		28,549		29,753		(5,120		)	2012
0844	Burleson	TX	—		1,050		5,242		—		1,050		4,902		5,952		(1,542		)	2006
0848	Cedar Hill	TX	—		1,070		11,554		—		1,070		11,104		12,174		(3,493		)	2006
1325	Cedar Hill	TX	—		440		7,494		—		440		6,974		7,414		(2,048		)	2007
1106	Houston	TX	—		1,008		15,333		183		1,020		14,955		15,975		(4,601		)	2006
0845	North Richland Hills	TX	—		520		5,117		—		520		4,807		5,327		(1,512		)	2006
0846	North Richland Hills	TX	—		870		9,259		—		870		8,819		9,689		(3,171		)	2006
2162	Portland	TX	—		1,233		14,001		3,027		1,233		17,028		18,261		(3,484		)	2012
2116	Sherman	TX	—		209		3,492		187		209		3,679		3,888		(787		)	2012
0847	Waxahachie	TX	—		390		3,879		—		390		3,659		4,049		(1,151		)	2006
2470	Abingdon	VA	—		1,584		12,431		—		1,584		12,431		14,015		(1,367		)	2016
1244	Arlington	VA	—		3,833		7,076		940		3,833		7,573		11,406		(2,456		)	2006
1245	Arlington	VA	—		7,278		37,407		3,543		7,278		39,779		47,057		(12,340		)	2006
0881	Chesapeake	VA	—		1,090		12,444		—		1,090		11,944		13,034		(3,608		)	2006
1247	Falls Church	VA	—		2,228		8,887		969		2,228		9,522		11,750		(3,051		)	2006
1164	Fort Belvoir	VA	—		11,594		99,528		12,927		11,594		109,472		121,066		(35,474		)	2006
1250	Leesburg	VA	—		607		3,236		275		607		3,296		3,903		(3,415		)	2006
1246	Sterling	VA	—		2,360		22,932		1,279		2,360		23,297		25,657		(7,241		)	2006
0225	Woodbridge	VA	—		950		6,983		1,652		950		8,460		9,410		(3,916		)	1997
2095	College Place	WA	—		758		8,051		720		758		8,771		9,529		(1,814		)	2012
1240	Edmonds	WA	—		1,418		16,502		155		1,418		16,138		17,556		(4,953		)	2006
0797	Kirkland	WA	—		1,000		13,403		—		1,000		13,043		14,043		(4,375		)	2005
1251	Mercer Island	WA	—		4,209		8,123		640		4,209		8,253		12,462		(2,575		)	2006
2096	Poulsbo	WA	—		1,801		18,068		231		1,801		18,299		20,100		(3,288		)	2012
2102	Richland	WA	—		249		5,067		138		249		5,205		5,454		(926		)	2012
0794	Shoreline	WA	—		1,590		10,671		—		1,590		10,261		11,851		(3,442		)	2005
0795	Shoreline	WA	—		4,030		26,421		—		4,030		25,651		29,681		(8,542		)	2005
2061	Vancouver	WA	—		513		4,556		263		513		4,819		5,332		(1,092		)	2012
2062	Vancouver	WA	—		1,498		9,997		211		1,498		10,207		11,705		(1,787		)	2012
			$	50,328	$	243,697	$	1,955,332	$	107,418	$	243,853	$	2,011,624	$	2,255,477	$	(604,961	)

			Encumbrances at December 31, 2018		Initial Cost to Company				Costs Capitalized Subsequent to Acquisition		Gross Amount at Which Carried As of December 31, 2018						Accumulated Depreciation(2)			Year Acquired/ Constructed
	City	State			Land		Buildings and Improvements				Land		Buildings and Improvements		Total(1)
Senior housing operating portfolio
1974	Sun City	AZ	$	—	$	2,640	$	33,223	$	3,260	$	2,640	$	35,953	$	38,593	$	(10,613	)	2011
1965	Fresno	CA	—		1,730		31,918		2,583		1,730		34,071		35,801		(9,839		)	2011
2593	Irvine	CA	—		8,220		14,104		3,191		8,220		16,755		24,975		(3,846		)	2006
2792	Santa Rosa	CA	—		3,582		21,113		2,314		3,627		22,087		25,714		(6,971		)	2006
1966	Sun City	CA	—		2,650		22,709		4,471		2,650		26,725		29,375		(8,704		)	2011
2505	Arvada	CO	—		1,788		29,896		1,744		1,788		31,640		33,428		(3,885		)	2015
2506	Boulder	CO	—		2,424		36,746		2,064		2,424		38,810		41,234		(3,546		)	2015
2515	Denver	CO	—		2,311		18,645		2,204		2,311		20,849		23,160		(3,673		)	2015
2508	Lakewood	CO	—		4,384		60,795		2,244		4,384		63,039		67,423		(7,050		)	2015
2509	Lakewood	CO	—		2,296		37,236		1,815		2,296		39,051		41,347		(3,664		)	2015
2782	Glastonbury	CT	—		1,658		16,046		653		1,658		16,699		18,357		(3,148		)	2012
2783	Torrington	CT	—		166		11,001		4,637		166		15,228		15,394		(4,941		)	2005
2603	Boca Raton	FL	—		2,415		17,923		2,062		2,415		18,960		21,375		(5,124		)	2006
1963	Boynton Beach	FL	—		2,550		31,521		4,971		2,550		35,827		38,377		(11,022		)	2011
1964	Boynton Beach	FL	—		570		5,649		2,550		570		8,006		8,576		(3,052		)	2011
2602	Boynton Beach	FL	—		1,270		4,773		4,124		1,270		7,123		8,393		(1,589		)	2003
2520	Clearwater	FL	—		2,250		2,627		2,284		2,250		4,331		6,581		(1,353		)	2015
2604	Coconut Creek	FL	—		2,461		16,006		3,026		2,461		17,598		20,059		(4,568		)	2006
2601	Delray Beach	FL	—		850		6,637		3,139		850		8,863		9,713		(2,587		)	2002
2517	Ft Lauderdale	FL	—		2,867		43,126		4,806		2,867		47,776		50,643		(6,847		)	2015
2592	Lantana	FL	—		3,520		26,452		1,317		3,520		26,969		30,489		(10,731		)	2006
2522	Lutz	FL	—		902		15,169		2,494		902		17,663		18,565		(1,759		)	2015
2523	Orange City	FL	—		912		9,724		1,320		912		11,044		11,956		(1,599		)	2015
2775	Port Orange	FL	—		2,340		9,898		1,498		2,340		10,875		13,215		(3,737		)	2005
2524	Port St Lucie	FL	—		893		10,333		1,319		893		11,652		12,545		(1,802		)	2015
1971	Sarasota	FL	—		3,050		29,516		7,938		3,050		37,025		40,075		(11,489		)	2011
2861	Springtree	FL	—		1,066		15,874		1,451		1,066		8,429		9,495		(3,258		)	2013
2526	Tamarac	FL	—		970		16,037		1,577		970		17,614		18,584		(1,943		)	2015
2527	Vero Beach	FL	—		1,048		17,392		1,762		1,048		19,154		20,202		(2,124		)	2015
2858	Canton	GA	—		401		17,888		473		401		6,609		7,010		(2,881		)	2012
2859	Bufford	GA	—		562		3,604		500		562		4,104		4,666		(994		)	2015
2860	Bufford	GA	—		536		3,142		343		536		3,485		4,021		(803		)	2012
2200	Deer Park	IL	—		4,172		2,417		44,603		4,229		44,546		48,775		(3,584		)	2014
1961	Olympia Fields	IL	—		4,120		29,400		4,420		4,120		33,294		37,414		(9,914		)	2011
1952	Vernon Hills	IL	—		4,900		45,854		7,677		4,900		52,835		57,735		(16,017		)	2011
2595	Indianapolis	IN	—		1,197		7,718		1,092		1,197		8,578		9,775		(2,448		)	2006
2596	W Lafayette	IN	—		813		10,876		1,432		813		8,011		8,824		(3,433		)	2006

120

			Encumbrances at December 31, 2018		Initial Cost to Company				Costs Capitalized Subsequent to Acquisition		Gross Amount at Which Carried As of December 31, 2018						Accumulated Depreciation(2)			Year Acquired/ Constructed
	City	State			Land		Buildings and Improvements				Land		Buildings and Improvements		Total(1)
2778	Louisville	KY	—		1,499		26,252		734		1,513		26,138		27,651		(7,869		)	2006
2787	Plymouth	MA	—		2,434		9,027		1,033		2,438		9,260		11,698		(2,855		)	2006
2746	Watertown	MA	—		8,828		29,317		203		8,828		29,520		38,348		(923		)	2017
2583	Ellicott City	MD	18,985		3,607		31,720		1,626		3,607		33,346		36,953		(2,413		)	2016
2584	Hanover	MD	8,839		4,513		25,625		1,208		4,513		26,833		31,346		(1,907		)	2016
2585	Laurel	MD	5,733		3,895		13,331		1,279		3,895		14,610		18,505		(1,381		)	2016
2541	Olney	MD	—		1,580		33,802		228		1,580		34,030		35,610		(3,309		)	2015
2586	Parkville	MD	20,485		3,854		29,061		1,209		3,854		30,270		34,124		(2,558		)	2016
2587	Waldorf	MD	8,289		392		20,514		868		392		21,382		21,774		(1,507		)	2016
2788	Westminster	MD	—		768		5,251		1,963		768		6,902		7,670		(2,908		)	1998
2776	Mooresville	NC	—		2,538		37,617		2,114		2,538		39,731		42,269		(6,653		)	2012
2780	Cherry Hill	NJ	—		2,420		11,042		2,545		2,420		13,037		15,457		(4,374		)	2010
2781	Manahawkin	NJ	—		921		9,927		891		921		10,352		11,273		(3,544		)	2005
2779	Voorhees Township	NJ	—		900		7,629		934		900		8,224		9,124		(3,542		)	1998
2589	Albuquerque	NM	—		767		9,324		539		767		9,364		10,131		(4,322		)	1996
2516	Centerville	OH	—		1,065		10,901		1,658		1,065		12,559		13,624		(2,337		)	2015
2512	Cincinnati	OH	—		1,180		6,157		2,702		1,180		8,859		10,039		(2,137		)	2015
2597	Fairborn	OH	—		298		10,704		3,983		298		14,456		14,754		(4,140		)	2006
2789	Portland	OR	—		—		16,087		486		—		16,573		16,573		(2,512		)	2012
1962	Warwick	RI	—		1,050		17,389		5,807		1,050		22,841		23,891		(6,867		)	2011
2401	Germantown	TN	—		3,640		64,588		528		3,640		65,116		68,756		(7,538		)	2015
2784	Arlington	TX	—		2,494		12,192		576		2,540		12,012		14,552		(3,622		)	2006
2608	Arlington	TX	—		2,002		19,110		239		2,002		18,968		20,970		(5,553		)	2006
2531	Austin	TX	—		607		15,972		573		607		16,545		17,152		(1,624		)	2015
2786	Friendswood	TX	—		400		7,354		723		400		7,756		8,156		(2,776		)	2002
2529	Grand Prairie	TX	—		865		10,650		1,395		865		12,045		12,910		(1,728		)	2015
1955	Houston	TX	—		9,820		50,079		11,978		9,820		60,746		70,566		(19,773		)	2011
1957	Houston	TX	—		8,170		37,285		6,545		8,170		42,999		51,169		(13,451		)	2011
2785	Houston	TX	—		835		7,195		671		835		7,866		8,701		(3,557		)	1997
2402	Houston	TX	—		1,740		32,057		153		1,740		32,210		33,950		(3,840		)	2015
2606	Houston	TX	—		2,470		21,710		4,132		2,470		24,992		27,462		(11,297		)	2002
2530	N Richland Hills	TX	—		1,190		17,756		1,493		1,190		19,249		20,439		(2,434		)	2015
2532	San Antonio	TX	—		613		5,874		1,027		613		6,901		7,514		(1,367		)	2015
2607	San Antonio	TX	—		730		3,961		421		730		4,067		4,797		(1,500		)	2002
2533	San Marcos	TX	—		765		18,175		996		765		19,171		19,936		(1,980		)	2015
1954	Sugar Land	TX	—		3,420		36,846		6,275		3,420		42,422		45,842		(13,190		)	2011
2510	Temple	TX	—		2,354		52,859		1,384		2,354		54,243		56,597		(5,438		)	2015
2400	Victoria	TX	—		1,032		7,743		2,406		1,032		9,253		10,285		(1,347		)	2015
2605	Victoria	TX	—		175		4,290		5,589		175		8,424		8,599		(2,878		)	1995
1953	Webster	TX	—		4,780		30,854		8,547		4,780		35,409		40,189		(9,958		)	2011
2582	Fredericksburg	VA	—		2,370		19,725		157		2,370		19,882		22,252		(1,260		)	2016
2581	Leesburg	VA	12,039		1,340		17,605		1,054		1,340		18,659		19,999		(1,304		)	2016
2514	Richmond	VA	—		2,981		54,203		2,437		2,981		56,640		59,621		(5,253		)	2015
2777	Sterling	VA	—		1,046		15,788		599		1,046		16,378		17,424		(2,690		)	2012
2790	Bellevue	WA	—		3,734		16,171		775		3,737		16,224		19,961		(5,014		)	2006
2791	Kenmore	WA	—		3,284		16,641		694		3,284		17,335		20,619		(2,954		)	2012
2745	Madison	WI	—		834		10,050		449		834		10,499		11,333		(2,116		)	2012
			$	74,370	$	186,684	$	1,700,398	$	233,184	$	186,853	$	1,875,576	$	2,062,429	$	(388,038	)

121

			Encumbrances at December 31, 2018		Initial Cost to Company				Costs Capitalized Subsequent to Acquisition		Gross Amount at Which Carried As of December 31, 2018						Accumulated Depreciation(2)			Year Acquired/ Constructed
	City	State			Land		Buildings and Improvements				Land		Buildings and Improvements		Total(1)
Life science
1483	Brisbane	CA	$	—	$	8,498	$	500	$	5,740	$	8,498	$	6,240	$	14,738	$	—		2007
1484	Brisbane	CA	—		11,331		689		8,775		11,331		9,464		20,795		—			2007
1485	Brisbane	CA	—		11,331		600		7,648		11,331		8,248		19,579		—			2007
1486	Brisbane	CA	—		11,331		—		75,700		11,331		75,700		87,031		—			2007
1487	Brisbane	CA	—		8,498		—		6,940		8,498		6,940		15,438		—			2007
1401	Hayward	CA	—		900		7,100		1,746		900		7,992		8,892		(2,077		)	2007
1402	Hayward	CA	—		1,500		6,400		3,682		1,719		9,863		11,582		(4,881		)	2007
1403	Hayward	CA	—		1,900		7,100		4,722		1,900		11,568		13,468		(3,734		)	2007
1404	Hayward	CA	—		2,200		17,200		1,402		2,200		18,602		20,802		(4,987		)	2007
1405	Hayward	CA	—		1,000		3,200		7,478		1,000		10,678		11,678		(7,239		)	2007
1549	Hayward	CA	—		1,006		4,259		3,463		1,055		6,409		7,464		(3,005		)	2007
1550	Hayward	CA	—		677		2,761		5,583		710		2,836		3,546		(1,695		)	2007
1551	Hayward	CA	—		661		1,995		4,632		693		5,489		6,182		(3,885		)	2007
1552	Hayward	CA	—		1,187		7,139		1,346		1,222		8,094		9,316		(3,874		)	2007
1553	Hayward	CA	—		1,189		9,465		7,361		1,225		16,265		17,490		(6,377		)	2007
1554	Hayward	CA	—		1,246		5,179		3,332		1,283		7,599		8,882		(3,070		)	2007
1555	Hayward	CA	—		1,521		13,546		6,401		1,566		19,888		21,454		(8,316		)	2007
1556	Hayward	CA	—		1,212		5,120		3,661		1,249		5,828		7,077		(2,324		)	2007
1424	La Jolla	CA	—		9,600		25,283		9,309		9,719		32,286		42,005		(10,326		)	2007
1425	La Jolla	CA	—		6,200		19,883		431		6,276		20,228		26,504		(5,764		)	2007
1426	La Jolla	CA	—		7,200		12,412		12,379		7,287		21,690		28,977		(6,393		)	2007
1427	La Jolla	CA	—		8,700		16,983		6,273		8,767		21,894		30,661		(8,488		)	2007
1949	La Jolla	CA	—		2,686		11,045		769		2,686		11,474		14,160		(3,106		)	2011
2229	La Jolla	CA	—		8,753		32,528		7,427		8,777		39,791		48,568		(5,363		)	2014
1470	Poway	CA	—		5,826		12,200		6,048		5,826		12,542		18,368		(3,515		)	2007
1471	Poway	CA	—		5,978		14,200		4,253		5,978		14,200		20,178		(4,053		)	2007
1472	Poway	CA	—		8,654		—		11,906		8,654		11,906		20,560		(1,692		)	2007
1473	Poway	CA	—		11,024		2,405		26,213		11,024		28,618		39,642		—			2007
1474	Poway	CA	—		5,051		—		8,345		5,051		8,345		13,396		—			2007
1475	Poway	CA	—		5,655		—		9,051		5,655		9,051		14,706		—			2007
1478	Poway	CA	—		6,700		14,400		6,145		6,700		14,400		21,100		(4,110		)	2007
1499	Redwood City	CA	—		3,400		5,500		2,631		3,407		7,231		10,638		(2,881		)	2007
1500	Redwood City	CA	—		2,500		4,100		1,220		2,506		4,563		7,069		(1,657		)	2007
1501	Redwood City	CA	—		3,600		4,600		860		3,607		5,024		8,631		(1,892		)	2007
1502	Redwood City	CA	—		3,100		5,100		954		3,107		5,801		8,908		(2,157		)	2007
1503	Redwood City	CA	—		4,800		17,300		3,794		4,818		21,076		25,894		(6,984		)	2007
1504	Redwood City	CA	—		5,400		15,500		10,450		5,418		25,932		31,350		(4,889		)	2007
1505	Redwood City	CA	—		3,000		3,500		826		3,006		4,115		7,121		(1,842		)	2007
1506	Redwood City	CA	—		6,000		14,300		14,556		6,018		28,230		34,248		(6,207		)	2007
1507	Redwood City	CA	—		1,900		12,800		13,559		1,912		26,347		28,259		(8,935		)	2007
1508	Redwood City	CA	—		2,700		11,300		12,120		2,712		23,408		26,120		(7,055		)	2007
1509	Redwood City	CA	—		2,700		10,900		10,476		2,712		20,841		23,553		(8,950		)	2007
1510	Redwood City	CA	—		2,200		12,000		5,515		2,212		13,621		15,833		(3,912		)	2007
1511	Redwood City	CA	—		2,600		9,300		2,031		2,612		10,764		13,376		(2,992		)	2007
1512	Redwood City	CA	—		3,300		18,000		12,425		3,300		30,425		33,725		(9,824		)	2007
1513	Redwood City	CA	—		3,300		17,900		14,794		3,326		32,668		35,994		(11,920		)	2007
0678	San Diego	CA	—		2,603		11,051		3,143		2,603		14,194		16,797		(4,995		)	2002
0679	San Diego	CA	—		5,269		23,566		21,860		5,669		41,726		47,395		(13,463		)	2002
0837	San Diego	CA	—		4,630		2,028		8,982		4,630		7,850		12,480		(4,139		)	2006
0838	San Diego	CA	—		2,040		903		5,111		2,040		6,014		8,054		(2,710		)	2006
0839	San Diego	CA	—		3,940		3,184		5,733		4,047		5,591		9,638		(2,245		)	2006
0840	San Diego	CA	—		5,690		4,579		789		5,830		4,802		10,632		(1,747		)	2006
1418	San Diego	CA	—		11,700		31,243		6,408		11,700		37,651		49,351		(14,414		)	2007
1420	San Diego	CA	—		6,524		—		5,327		6,524		5,327		11,851		—			2007
1421	San Diego	CA	—		7,000		33,779		1,209		7,000		34,988		41,988		(10,073		)	2007
1422	San Diego	CA	—		7,179		3,687		4,681		7,336		8,211		15,547		(2,911		)	2007
1423	San Diego	CA	—		8,400		33,144		466		8,400		33,610		42,010		(9,467		)	2007
1514	San Diego	CA	—		5,200		—		—		5,200		—		5,200		—			2007
1558	San Diego	CA	—		7,740		22,654		3,461		7,888		24,736		32,624		(7,051		)	2007
1947	San Diego	CA	—		2,581		10,534		4,164		2,581		14,698		17,279		(3,905		)	2011
1948	San Diego	CA	—		5,879		25,305		2,619		5,879		26,741		32,620		(7,767		)	2011
2197	San Diego	CA	—		7,621		3,913		8,150		7,626		10,767		18,393		(2,868		)	2007
2476	San Diego	CA	—		7,661		9,918		5,388		7,661		15,306		22,967		(194		)	2016
2477	San Diego	CA	—		9,207		14,613		6,543		9,207		21,156		30,363		(1,779		)	2016
2478	San Diego	CA	—		6,000		—		517		6,000		517		6,517		—			2016
2617	San Diego	CA	—		2,734		5,195		8,494		2,734		13,689		16,423		—			2017
2618	San Diego	CA	—		4,100		12,395		69		4,100		12,464		16,564		(860		)	2017
2622	San Diego	CA	—		—		—		5,899		—		5,899		5,899		—			2004
2872	San Diego	CA	—		10,120		38,351		1,265		10,120		39,616		49,736		(121		)	2018
2873	San Diego	CA	—		6,052		14,122		—		6,052		14,122		20,174		(52		)	2018
1407	South San Francisco	CA	—		7,182		12,140		9,752		7,186		13,134		20,320		(4,173		)	2007
1408	South San Francisco	CA	—		9,000		17,800		1,460		9,000		18,237		27,237		(5,160		)	2007
1409	South San Francisco	CA	—		18,000		38,043		5,248		18,000		43,291		61,291		(12,226		)	2007
1410	South San Francisco	CA	—		4,900		18,100		6,506		4,900		24,606		29,506		(5,067		)	2007
1411	South San Francisco	CA	—		8,000		27,700		2,812		8,000		30,512		38,512		(7,701		)	2007
1412	South San Francisco	CA	—		10,100		22,521		2,222		10,100		24,504		34,604		(6,981		)	2007
1413	South San Francisco	CA	—		8,000		28,299		7,826		8,000		36,125		44,125		(8,450		)	2007
1414	South San Francisco	CA	—		3,700		20,800		2,248		3,700		22,845		26,545		(6,881		)	2007
1430	South San Francisco	CA	—		10,700		23,621		9,224		10,700		31,485		42,185		(6,318		)	2007
1431	South San Francisco	CA	—		7,000		15,500		5,096		7,000		20,596		27,596		(4,608		)	2007
1435	South San Francisco	CA	—		13,800		42,500		37,058		13,800		79,558		93,358		(22,319		)	2008
1436	South San Francisco	CA	—		14,500		45,300		36,935		14,500		82,235		96,735		(22,804		)	2008
1437	South San Francisco	CA	—		9,400		24,800		50,276		9,400		73,506		82,906		(18,430		)	2008

122

			Encumbrances at December 31, 2018		Initial Cost to Company				Costs Capitalized Subsequent to Acquisition		Gross Amount at Which Carried As of December 31, 2018						Accumulated Depreciation(2)			Year Acquired/ Constructed
	City	State			Land		Buildings and Improvements				Land		Buildings and Improvements		Total(1)
1439	South San Francisco	CA	—		11,900		68,848		95		11,900		68,943		80,843		(19,674		)	2007
1440	South San Francisco	CA	—		10,000		57,954		448		10,000		58,402		68,402		(16,543		)	2007
1441	South San Francisco	CA	—		9,300		43,549		8		9,300		43,557		52,857		(12,432		)	2007
1442	South San Francisco	CA	—		11,000		47,289		91		11,000		47,380		58,380		(13,561		)	2007
1443	South San Francisco	CA	—		13,200		60,932		2,642		13,200		63,574		76,774		(17,643		)	2007
1444	South San Francisco	CA	—		10,500		33,776		360		10,500		34,136		44,636		(9,874		)	2007
1445	South San Francisco	CA	—		10,600		34,083		9		10,600		34,092		44,692		(9,730		)	2007
1458	South San Francisco	CA	—		10,900		20,900		8,704		10,909		24,372		35,281		(8,268		)	2007
1459	South San Francisco	CA	—		3,600		100		276		3,600		376		3,976		(94		)	2007
1460	South San Francisco	CA	—		2,300		100		145		2,300		245		2,545		(100		)	2007
1461	South San Francisco	CA	—		3,900		200		267		3,900		467		4,367		(200		)	2007
1462	South San Francisco	CA	—		7,117		600		4,939		7,117		5,191		12,308		(2,438		)	2007
1463	South San Francisco	CA	—		10,381		2,300		20,647		10,381		20,599		30,980		(4,210		)	2007
1464	South San Francisco	CA	—		7,403		700		11,638		7,403		7,987		15,390		(1,670		)	2007
1468	South San Francisco	CA	—		10,100		24,013		4,774		10,100		26,642		36,742		(8,863		)	2007
1480	South San Francisco	CA	—		32,210		3,110		11,653		32,210		14,763		46,973		—			2007
1559	South San Francisco	CA	—		5,666		5,773		12,970		5,695		18,645		24,340		(12,153		)	2007
1560	South San Francisco	CA	—		1,204		1,293		2,627		1,210		3,799		5,009		(1,421		)	2007
1983	South San Francisco	CA	—		8,648		—		95,927		8,648		95,927		104,575		(10,795		)	2016
1984	South San Francisco	CA	—		7,845		—		84,580		7,844		84,581		92,425		(6,250		)	2017
1985	South San Francisco	CA	—		6,708		—		120,735		6,708		120,735		127,443		(7,119		)	2017
1986	South San Francisco	CA	—		6,708		—		106,278		6,708		106,278		112,986		(4,392		)	2018
1987	South San Francisco	CA	—		8,544		—		143,536		8,544		143,536		152,080		—			2011
1988	South San Francisco	CA	—		10,120		—		11,437		10,120		11,437		21,557		—			2011
1989	South San Francisco	CA	—		9,169		—		22,380		9,169		22,380		31,549		—			2011
2553	South San Francisco	CA	—		2,897		8,691		2,824		2,897		11,515		14,412		(1,297		)	2015
2554	South San Francisco	CA	—		995		2,754		1,930		995		4,684		5,679		(276		)	2015
2555	South San Francisco	CA	—		2,202		10,776		578		2,202		11,354		13,556		(1,048		)	2015
2556	South San Francisco	CA	—		2,962		15,108		210		2,962		15,318		18,280		(1,356		)	2015
2557	South San Francisco	CA	—		2,453		13,063		3,616		2,453		16,679		19,132		(1,418		)	2015
2558	South San Francisco	CA	—		1,163		5,925		58		1,163		5,983		7,146		(531		)	2015
2614	South San Francisco	CA	—		5,079		8,584		1,330		5,083		9,261		14,344		(3,110		)	2007
2615	South San Francisco	CA	—		7,984		13,495		3,243		7,988		16,719		24,707		(6,514		)	2007
2616	South San Francisco	CA	—		8,355		14,121		1,876		8,358		14,565		22,923		(4,722		)	2007
2624	South San Francisco	CA	—		25,502		42,910		5,081		25,502		47,945		73,447		(2,064		)	2017
2870	South San Francisco	CA	—		23,297		41,797		5,324		23,297		47,121		70,418		—			2018
2871	South San Francisco	CA	—		20,293		41,262		12,476		20,293		53,738		74,031		(125		)	2018
9999	Denton	TX	—		100		—		—		100		—		100		—			2016
2630	Lexington	MA	—		16,411		49,681		415		16,411		50,096		66,507		(2,502		)	2017
2631	Lexington	MA	—		7,759		142,081		14,269		7,759		156,350		164,109		(4,724		)	2017
2632	Lexington	MA	—		—		21,390		21,055		—		42,445		42,445		—			2018
2011	Durham	NC	5,399		448		6,152		21,524		448		27,639		28,087		(6,291		)	2011
2030	Durham	NC	—		1,920		5,661		34,187		1,920		39,848		41,768		(8,964		)	2012
0464	Salt Lake City	UT	—		630		6,921		2,562		630		9,483		10,113		(3,571		)	2001
0465	Salt Lake City	UT	—		125		6,368		68		125		6,436		6,561		(2,527		)	2001
0466	Salt Lake City	UT	—		—		14,614		7		—		14,621		14,621		(5,200		)	2001
0507	Salt Lake City	UT	—		280		4,345		231		280		4,350		4,630		(1,593		)	2002
0799	Salt Lake City	UT	—		—		14,600		90		—		14,690		14,690		(4,343		)	2005
1593	Salt Lake City	UT	—		—		23,998		—		—		23,998		23,998		(6,121		)	2010
			$	5,399	$	833,745	$	1,976,797	$	1,461,433	$	835,829	$	3,347,365	$	4,183,194	$	(647,977	)

123

			Encumbrances at December 31, 2018		Initial Cost to Company				Costs Capitalized Subsequent to Acquisition		Gross Amount at Which Carried As of December 31, 2018						Accumulated Depreciation(2)			Year Acquired/ Constructed
	City	State			Land		Buildings and Improvements				Land		Buildings and Improvements		Total(1)
Medical office
0638	Anchorage	AK	$	—	$	1,456	$	10,650	$	12,360	$	1,456	$	22,957	$	24,413	$	(7,603	)	2006
2572	Springdale	AR	—		—		27,714		—		—		27,714		27,714		(1,833		)	2016
0520	Chandler	AZ	—		3,669		13,503		6,460		3,749		18,696		22,445		(5,558		)	2002
2040	Mesa	AZ	—		—		17,314		1,303		—		18,431		18,431		(2,990		)	2012
0468	Oro Valley	AZ	—		1,050		6,774		983		1,084		7,148		8,232		(3,093		)	2001
0356	Phoenix	AZ	—		780		3,199		2,795		865		4,987		5,852		(2,228		)	1999
0470	Phoenix	AZ	—		280		877		166		280		1,008		1,288		(386		)	2001
1066	Scottsdale	AZ	—		5,115		14,064		4,215		4,839		17,150		21,989		(5,695		)	2006
2021	Scottsdale	AZ	—		—		12,312		2,153		—		14,238		14,238		(4,586		)	2012
2022	Scottsdale	AZ	—		—		9,179		1,684		—		10,713		10,713		(3,598		)	2012
2023	Scottsdale	AZ	—		—		6,398		1,597		—		7,860		7,860		(2,380		)	2012
2024	Scottsdale	AZ	—		—		9,522		905		—		10,427		10,427		(2,930		)	2012
2025	Scottsdale	AZ	—		—		4,102		1,805		—		5,756		5,756		(1,999		)	2012
2026	Scottsdale	AZ	—		—		3,655		2,112		—		5,692		5,692		(1,389		)	2012
2027	Scottsdale	AZ	—		—		7,168		2,179		—		9,230		9,230		(2,627		)	2012
2028	Scottsdale	AZ	—		—		6,659		3,658		—		10,317		10,317		(2,384		)	2012
0453	Tucson	AZ	—		215		6,318		1,464		326		7,113		7,439		(3,710		)	2000
0556	Tucson	AZ	—		215		3,940		1,613		267		5,073		5,340		(1,783		)	2003
1041	Brentwood	CA	—		—		30,864		3,135		309		32,911		33,220		(10,485		)	2006
1200	Encino	CA	—		6,151		10,438		4,890		6,646		13,427		20,073		(5,175		)	2006
0436	Murietta	CA	—		400		9,266		4,755		638		12,319		12,957		(6,168		)	1999
0239	Poway	CA	—		2,700		10,839		4,239		2,887		12,603		15,490		(6,904		)	1997
2654	Riverside	CA	—		2,758		9,908		214		2,758		10,122		12,880		(443		)	2017
0318	Sacramento	CA	—		2,860		37,566		27,503		2,911		65,005		67,916		(14,223		)	1998
2404	Sacramento	CA	—		1,268		5,109		594		1,299		5,672		6,971		(926		)	2015
0234	San Diego	CA	—		2,848		5,879		1,450		3,009		4,981		7,990		(3,361		)	1997
0235	San Diego	CA	—		2,863		8,913		2,913		3,068		8,154		11,222		(5,437		)	1997
0236	San Diego	CA	—		4,619		19,370		4,023		4,711		16,004		20,715		(9,933		)	1997
0421	San Diego	CA	—		2,910		19,984		16,349		2,964		34,960		37,924		(10,037		)	1999
0564	San Jose	CA	—		1,935		1,728		2,756		1,935		3,283		5,218		(1,476		)	2003
0565	San Jose	CA	—		1,460		7,672		958		1,460		8,149		9,609		(3,215		)	2003
0659	Los Gatos	CA	—		1,718		3,124		662		1,758		3,632		5,390		(1,487		)	2000
0439	Valencia	CA	—		2,300		6,967		4,054		2,404		8,855		11,259		(4,035		)	1999
1211	Valencia	CA	—		1,344		7,507		797		1,383		7,965		9,348		(2,552		)	2006
0440	West Hills	CA	—		2,100		11,595		4,472		2,259		12,284		14,543		(6,231		)	1999
0728	Aurora	CO	—		—		8,764		3,082		—		9,273		9,273		(3,701		)	2005
1196	Aurora	CO	—		210		12,362		7,310		210		18,828		19,038		(4,677		)	2006
1197	Aurora	CO	—		200		8,414		5,729		285		13,482		13,767		(3,935		)	2006
0882	Colorado Springs	CO	—		—		12,933		11,273		—		19,512		19,512		(5,300		)	2006
1199	Denver	CO	—		493		7,897		1,865		622		9,367		9,989		(3,916		)	2006
0808	Englewood	CO	—		—		8,616		9,472		11		16,904		16,915		(7,304		)	2005
0809	Englewood	CO	—		—		8,449		4,510		—		11,508		11,508		(4,680		)	2005
0810	Englewood	CO	—		—		8,040		13,144		—		18,828		18,828		(5,465		)	2005
0811	Englewood	CO	—		—		8,472		5,951		—		12,747		12,747		(4,403		)	2005
2658	Highlands Ranch	CO	—		1,637		10,063		—		1,637		10,063		11,700		(387		)	2017
0812	Littleton	CO	—		—		4,562		2,561		257		5,816		6,073		(2,497		)	2005
0813	Littleton	CO	—		—		4,926		2,326		106		6,456		6,562		(2,375		)	2005
0570	Lone Tree	CO	—		—		—		20,148		—		19,410		19,410		(7,306		)	2003
0666	Lone Tree	CO	—		—		23,274		3,384		—		25,328		25,328		(8,783		)	2000
2233	Lone Tree	CO	—		—		6,734		30,176		—		37,573		37,573		(4,704		)	2014
1076	Parker	CO	—		—		13,388		1,112		8		14,240		14,248		(4,728		)	2006
0510	Thornton	CO	—		236		10,206		4,332		454		13,741		14,195		(5,710		)	2002
0434	Atlantis	FL	—		—		2,027		462		5		2,269		2,274		(1,152		)	1999
0435	Atlantis	FL	—		—		2,000		1,190		—		2,578		2,578		(1,210		)	1999
0602	Atlantis	FL	—		455		2,231		1,006		455		2,879		3,334		(1,079		)	2000
0604	Englewood	FL	—		170		1,134		495		226		1,346		1,572		(561		)	2000
0609	Kissimmee	FL	—		788		174		649		788		721		1,509		(290		)	2000
0610	Kissimmee	FL	—		481		347		790		494		901		1,395		(484		)	2000
0671	Kissimmee	FL	—		—		7,574		2,637		—		8,483		8,483		(3,016		)	2000
0603	Lake Worth	FL	—		1,507		2,894		1,807		1,507		4,562		6,069		(2,211		)	2000
0612	Margate	FL	—		1,553		6,898		1,811		1,553		8,364		9,917		(3,025		)	2000
0613	Miami	FL	—		4,392		11,841		5,072		4,392		14,740		19,132		(5,581		)	2000
2202	Miami	FL	—		—		13,123		4,918		—		17,903		17,903		(3,791		)	2014
2203	Miami	FL	—		—		8,877		3,245		—		12,111		12,111		(2,243		)	2014
1067	Milton	FL	—		—		8,566		356		—		8,903		8,903		(2,781		)	2006
2577	Naples	FL	—		—		29,186		97		—		29,283		29,283		(1,805		)	2016
2578	Naples	FL	—		—		18,819		433		—		19,252		19,252		(989		)	2016
0563	Orlando	FL	—		2,144		5,136		14,659		11,769		8,479		20,248		(4,606		)	2003
0833	Pace	FL	—		—		10,309		3,528		26		11,517		11,543		(3,302		)	2006
0834	Pensacola	FL	—		—		11,166		478		—		11,644		11,644		(3,612		)	2006
0614	Plantation	FL	—		969		3,241		1,754		1,017		4,246		5,263		(1,638		)	2000
0673	Plantation	FL	—		1,091		7,176		2,002		1,091		8,724		9,815		(2,970		)	2002
2579	Punta Gorda	FL	—		—		9,379		—		—		9,379		9,379		(559		)	2016
2833	St. Petersburg	FL	—		—		13,754		10,904		—		22,810		22,810		(6,704		)	2006
2836	Tampa	FL	—		1,967		6,602		7,747		2,425		11,056		13,481		(4,844		)	2006
1058	Blue Ridge	GA	—		—		3,231		260		—		3,473		3,473		(1,030		)	2006
2576	Statesboro	GA	—		—		10,234		120		—		10,354		10,354		(823		)	2016
1065	Marion	IL	—		99		11,538		2,075		100		13,184		13,284		(3,883		)	2006
1057	Newburgh	IN	—		—		14,019		5,383		—		19,394		19,394		(5,950		)	2006
2039	Kansas City	KS	—		440		2,173		17		448		2,182		2,630		(438		)	2012
2043	Overland Park	KS	—		—		7,668		947		—		8,615		8,615		(1,603		)	2012
0483	Wichita	KS	—		530		3,341		713		530		3,617		4,147		(1,323		)	2001
1064	Lexington	KY	—		—		12,726		1,381		—		13,863		13,863		(4,851		)	2006

124

			Encumbrances at December 31, 2018	Initial Cost to Company		Costs Capitalized Subsequent to Acquisition	Gross Amount at Which Carried As of December 31, 2018			Accumulated Depreciation(2)		Year Acquired/ Constructed
	City	State		Land	Buildings and Improvements		Land	Buildings and Improvements	Total(1)
0735	Louisville	KY	—	936	8,426	8,002	1,232	13,584	14,816	(10,052	)	2005
0737	Louisville	KY	—	835	27,627	7,344	878	33,344	34,222	(12,665	)	2005
0738	Louisville	KY	—	780	8,582	6,189	851	12,514	13,365	(8,055	)	2005
0739	Louisville	KY	—	826	13,814	1,992	832	14,277	15,109	(5,127	)	2005
2834	Louisville	KY	—	2,983	13,171	5,188	2,991	17,068	20,059	(7,916	)	2005
1944	Louisville	KY	—	788	2,414	—	788	2,414	3,202	(773	)	2010
1945	Louisville	KY	—	3,255	28,644	1,393	3,291	29,700	32,991	(8,126	)	2010
1946	Louisville	KY	—	430	6,125	197	430	6,322	6,752	(1,682	)	2010
2237	Louisville	KY	—	1,519	15,386	3,741	1,618	19,022	20,640	(3,185	)	2014
2238	Louisville	KY	—	1,334	12,172	1,786	1,511	13,701	15,212	(2,590	)	2014
2239	Louisville	KY	—	1,644	10,832	5,748	2,041	16,183	18,224	(2,886	)	2014
1324	Haverhill	MA	—	800	8,537	2,327	869	9,128	9,997	(2,763	)	2007
1213	Ellicott City	MD	—	1,115	3,206	3,001	1,222	5,203	6,425	(2,362	)	2006
0361	GlenBurnie	MD	—	670	5,085	—	670	5,085	5,755	(2,857	)	1999
1052	Towson	MD	—	—	14,233	3,754	—	12,684	12,684	(3,816	)	2006
2650	Biddeford	ME	—	1,949	12,244	—	1,949	12,244	14,193	(458	)	2017
0240	Minneapolis	MN	—	117	13,213	4,070	117	16,704	16,821	(9,159	)	1997
0300	Minneapolis	MN	—	160	10,131	4,659	160	13,604	13,764	(7,418	)	1997
2032	Independence	MO	—	—	48,025	2,304	—	50,329	50,329	(7,787	)	2012
1078	Flowood	MS	—	—	8,413	1,233	—	8,979	8,979	(2,619	)	2006
1059	Jackson	MS	—	—	8,868	167	—	9,027	9,027	(2,759	)	2006
1060	Jackson	MS	—	—	7,187	2,217	—	9,161	9,161	(3,329	)	2006
1068	Omaha	NE	—	—	16,243	1,499	17	17,367	17,384	(5,560	)	2006
2651	Charlotte	NC	—	2,001	11,217	37	2,001	11,254	13,255	(419	)	2017
2655	Wilmington	NC	—	1,341	17,376	—	1,341	17,376	18,717	(704	)	2017
2656	Wilmington	NC	—	2,071	11,592	—	2,071	11,592	13,663	(429	)	2017
2657	Shallotte	NC	—	918	3,609	—	918	3,609	4,527	(184	)	2017
2647	Concord	NH	—	1,961	23,516	85	1,961	23,601	25,562	(925	)	2017
2648	Concord	NH	—	815	8,902	136	815	9,038	9,853	(371	)	2017
2649	Epsom	NH	—	919	5,868	18	919	5,886	6,805	(320	)	2017
0729	Albuquerque	NM	—	—	5,380	757	—	5,746	5,746	(1,880	)	2005
0348	Elko	NV	—	55	2,637	22	55	2,659	2,714	(1,509	)	1999
0571	Las Vegas	NV	—	—	—	19,618	—	18,200	18,200	(6,870	)	2003
0660	Las Vegas	NV	—	1,121	4,363	6,756	1,328	8,395	9,723	(3,362	)	2000
0661	Las Vegas	NV	—	2,305	4,829	6,057	2,447	9,458	11,905	(4,481	)	2000
0662	Las Vegas	NV	—	3,480	12,305	6,385	3,480	15,850	19,330	(5,842	)	2000
0663	Las Vegas	NV	—	1,717	3,597	11,588	1,724	13,468	15,192	(3,086	)	2000
0664	Las Vegas	NV	—	1,172	—	633	1,805	—	1,805	(116	)	2000
0691	Las Vegas	NV	—	3,244	18,339	7,961	3,338	24,718	28,056	(10,680	)	2004
2037	Mesquite	NV	—	—	5,559	491	34	5,905	5,939	(974	)	2012
1285	Cleveland	OH	—	823	2,726	1,259	853	3,031	3,884	(1,225	)	2006
0400	Harrison	OH	—	—	4,561	300	—	4,861	4,861	(2,738	)	1999
1054	Durant	OK	—	619	9,256	1,925	659	11,100	11,759	(3,440	)	2006
0817	Owasso	OK	—	—	6,582	1,543	—	5,614	5,614	(1,670	)	2005
0404	Roseburg	OR	—	—	5,707	700	—	6,407	6,407	(3,555	)	1999
2570	Limerick	PA	—	925	20,072	51	925	20,123	21,048	(1,561	)	2016
2234	Philadelphia	PA	—	24,264	99,904	36,386	24,288	136,146	160,434	(12,528	)	2014
2403	Philadelphia	PA	—	26,063	97,646	14,725	26,110	112,324	138,434	(16,206	)	2015
2571	Wilkes-Barre	PA	—	—	9,138	—	—	9,138	9,138	(729	)	2016
2573	Florence	SC	—	—	12,090	91	—	12,181	12,181	(769	)	2016
2574	Florence	SC	—	—	12,190	88	—	12,278	12,278	(774	)	2016
2575	Florence	SC	—	—	11,243	56	—	11,299	11,299	(875	)	2016
2841	Greenville	SC	—	627	38,391	—	627	38,391	39,018	(746	)	2018
2842	Greenville	SC	—	809	41,260	—	809	41,260	42,069	(824	)	2018
2843	Greenville	SC	—	610	22,251	—	610	22,251	22,861	(451	)	2018
2844	Greenville	SC	—	799	18,914	—	799	18,914	19,713	(403	)	2018
2845	Greenville	SC	—	944	40,841	—	944	40,841	41,785	(744	)	2018
2846	Greenville	SC	—	921	38,416	—	921	38,416	39,337	(715	)	2018
2847	Greenville	SC	—	621	26,358	—	621	26,358	26,979	(649	)	2018
2848	Greenville	SC	—	318	5,816	—	318	5,816	6,134	(116	)	2018
2849	Greenville	SC	—	310	5,675	—	310	5,675	5,985	(126	)	2018
2850	Greenville	SC	—	201	6,590	—	201	6,590	6,791	(143	)	2018
2853	Greenville	SC	—	503	6,522	—	503	6,522	7,025	(225	)	2018
2854	Greenville	SC	—	804	13,719	—	804	13,719	14,523	(352	)	2018
2855	Greenville	SC	—	377	496	—	377	496	873	(53	)	2018
2856	Greenville	SC	—	246	416	—	246	416	662	(50	)	2018
2857	Greenville	SC	—	186	210	—	186	210	396	(27	)	2018
2851	Travelers Rest	SC	—	498	1,015	—	498	1,015	1,513	(66	)	2018
2862	Myrtle Beach	SC	—	—	—	2,852	—	2,882	2,882	—		2018
0624	Hendersonville	TN	—	256	1,530	2,541	256	3,372	3,628	(1,169	)	2000
0559	Hermitage	TN	—	830	5,036	12,083	851	15,024	15,875	(3,735	)	2003
0561	Hermitage	TN	—	596	9,698	6,642	596	14,544	15,140	(6,241	)	2003
0562	Hermitage	TN	—	317	6,528	3,199	317	8,860	9,177	(4,403	)	2003
0154	Knoxville	TN	—	700	4,559	5,016	700	9,119	9,819	(4,890	)	1994
0625	Nashville	TN	—	955	14,289	4,470	955	16,768	17,723	(5,977	)	2000
0626	Nashville	TN	—	2,050	5,211	4,631	2,055	8,738	10,793	(3,646	)	2000
0627	Nashville	TN	—	1,007	181	752	1,060	813	1,873	(495	)	2000
0628	Nashville	TN	—	2,980	7,164	3,993	2,980	11,202	14,182	(5,152	)	2000
0630	Nashville	TN	—	515	848	437	528	1,085	1,613	(383	)	2000
0631	Nashville	TN	—	266	1,305	1,644	266	2,461	2,727	(1,033	)	2000
0632	Nashville	TN	—	827	7,642	4,532	827	10,111	10,938	(3,855	)	2000
0633	Nashville	TN	—	5,425	12,577	6,397	5,425	18,049	23,474	(8,895	)	2000
0634	Nashville	TN	—	3,818	15,185	11,118	3,818	24,285	28,103	(10,002	)	2000
0636	Nashville	TN	—	583	450	360	583	717	1,300	(233	)	2000

125

			Encumbrances at December 31, 2018	Initial Cost to Company		Costs Capitalized Subsequent to Acquisition	Gross Amount at Which Carried As of December 31, 2018			Accumulated Depreciation(2)		Year Acquired/ Constructed
	City	State		Land	Buildings and Improvements		Land	Buildings and Improvements	Total(1)
2611	Allen	TX	—	1,330	5,960	426	1,330	6,386	7,716	(439	)	2016
2612	Allen	TX	—	1,310	4,165	596	1,310	4,761	6,071	(378	)	2016
0573	Arlington	TX	—	769	12,355	4,678	769	15,695	16,464	(6,049	)	2003
2621	Cedar Park	TX	—	1,617	11,640	—	1,617	11,640	13,257	(427	)	2017
0576	Conroe	TX	—	324	4,842	3,068	324	6,491	6,815	(2,253	)	2000
0577	Conroe	TX	—	397	7,966	2,469	397	9,764	10,161	(3,966	)	2000
0578	Conroe	TX	—	388	7,975	4,540	388	10,986	11,374	(3,941	)	2006
0579	Conroe	TX	—	188	3,618	1,343	188	4,805	4,993	(1,943	)	2000
0581	Corpus Christi	TX	—	717	8,181	5,953	717	11,728	12,445	(4,542	)	2000
0600	Corpus Christi	TX	—	328	3,210	4,468	328	5,801	6,129	(2,168	)	2000
0601	Corpus Christi	TX	—	313	1,771	2,047	325	3,098	3,423	(1,197	)	2000
2839	Cypress	TX	—	—	—	34,265	11	34,254	34,265	(3,795	)	2015
0582	Dallas	TX	—	1,664	6,785	4,588	1,746	9,642	11,388	(3,775	)	2000
1314	Dallas	TX	—	15,230	162,971	42,680	23,992	193,414	217,406	(60,706	)	2006
0583	Fort Worth	TX	—	898	4,866	3,626	898	7,643	8,541	(2,557	)	2000
0805	Fort Worth	TX	—	—	2,481	1,315	2	3,329	3,331	(1,755	)	2005
0806	Fort Worth	TX	—	—	6,070	1,155	5	6,928	6,933	(2,221	)	2005
2231	Fort Worth	TX	—	902	—	44	946	—	946	(17	)	2014
2619	Fort Worth	TX	—	1,180	13,432	6	1,180	13,438	14,618	(458	)	2017
2620	Fort Worth	TX	—	1,961	14,155	138	1,961	14,293	16,254	(503	)	2017
1061	Granbury	TX	—	—	6,863	1,125	—	7,848	7,848	(2,309	)	2006
0430	Houston	TX	—	1,927	33,140	17,718	2,200	48,704	50,904	(21,111	)	1999
0446	Houston	TX	—	2,200	19,585	21,378	2,936	33,668	36,604	(19,818	)	1999
0589	Houston	TX	—	1,676	12,602	6,758	1,706	16,361	18,067	(6,139	)	2000
0670	Houston	TX	—	257	2,884	1,606	318	3,689	4,007	(1,406	)	2000
0702	Houston	TX	—	—	7,414	2,906	7	9,239	9,246	(3,219	)	2004
1044	Houston	TX	—	—	4,838	3,498	—	6,634	6,634	(2,112	)	2006
2542	Houston	TX	—	304	17,764	—	304	17,764	18,068	(1,909	)	2015
2543	Houston	TX	—	116	6,555	—	116	6,555	6,671	(832	)	2015
2544	Houston	TX	—	312	12,094	—	312	12,094	12,406	(1,548	)	2015
2545	Houston	TX	—	316	13,931	—	316	13,931	14,247	(1,357	)	2015
2546	Houston	TX	—	408	18,332	—	408	18,332	18,740	(2,804	)	2015
2547	Houston	TX	—	470	18,197	—	470	18,197	18,667	(2,358	)	2015
2548	Houston	TX	—	313	7,036	—	313	7,036	7,349	(1,167	)	2015
2549	Houston	TX	—	530	22,711	—	530	22,711	23,241	(1,952	)	2015
0590	Irving	TX	—	828	6,160	3,153	828	8,743	9,571	(3,658	)	2000
0700	Irving	TX	—	—	8,550	3,980	8	11,513	11,521	(5,226	)	2006
1202	Irving	TX	—	1,604	16,107	1,203	1,633	16,971	18,604	(6,550	)	2006
1207	Irving	TX	—	1,955	12,793	2,219	1,986	14,902	16,888	(5,058	)	2006
2840	Kingwood	TX	—	3,035	28,373	958	3,035	29,331	32,366	(2,223	)	2016
1062	Lancaster	TX	—	172	2,692	1,134	185	3,520	3,705	(1,500	)	2006
2195	Lancaster	TX	—	—	1,138	700	131	1,707	1,838	(492	)	2006
0591	Lewisville	TX	—	561	8,043	2,347	561	9,796	10,357	(3,681	)	2000
0144	Longview	TX	—	102	7,998	824	102	8,379	8,481	(4,469	)	1992
0143	Lufkin	TX	—	338	2,383	321	338	2,664	3,002	(1,313	)	1992
0568	Mckinney	TX	—	541	6,217	3,396	541	8,659	9,200	(3,061	)	2003
0569	Mckinney	TX	—	—	636	8,655	—	8,406	8,406	(2,960	)	2003
1079	Nassau Bay	TX	—	—	8,942	1,748	—	10,271	10,271	(3,488	)	2006
0596	N Richland Hills	TX	—	812	8,883	3,395	812	11,648	12,460	(4,394	)	2000
2048	North Richland Hills	TX	—	1,385	10,213	2,135	1,400	12,048	13,448	(3,080	)	2012
2835	Pearland	TX	—	—	4,014	4,693	—	7,276	7,276	(2,217	)	2006
2838	Pearland	TX	—	—	—	17,622	—	17,622	17,622	(1,521	)	2014
0447	Plano	TX	—	1,700	7,810	6,454	1,792	13,388	15,180	(7,113	)	1999
0597	Plano	TX	—	1,210	9,588	4,924	1,224	13,357	14,581	(5,188	)	2000
0672	Plano	TX	—	1,389	12,768	3,332	1,389	14,616	16,005	(5,119	)	2002
1284	Plano	TX	—	2,049	18,793	2,445	2,101	18,657	20,758	(8,188	)	2006
1286	Plano	TX	—	3,300	—	—	3,300	—	3,300	—		2006
2653	Rockwall	TX	—	788	9,020	—	788	9,020	9,808	(315	)	2017
0815	San Antonio	TX	—	—	9,193	2,917	87	11,083	11,170	(3,984	)	2006
0816	San Antonio	TX	3,115	—	8,699	3,218	175	10,930	11,105	(4,170	)	2006
1591	San Antonio	TX	—	—	7,309	730	43	7,957	8,000	(2,434	)	2010
2837	San Antonio	TX	—	—	26,191	1,847	—	27,775	27,775	(7,742	)	2011
2852	Shenandoah	TX	—	—	—	28,557	—	28,557	28,557	(1,396	)	2016
0598	Sugarland	TX	—	1,078	5,158	3,397	1,170	7,350	8,520	(2,808	)	2000
0599	Texas City	TX	—	—	9,519	582	—	9,944	9,944	(3,138	)	2000
0152	Victoria	TX	—	125	8,977	394	125	9,371	9,496	(5,112	)	1994
2550	The Woodlands	TX	—	115	5,141	—	115	5,141	5,256	(565	)	2015
2551	The Woodlands	TX	—	296	18,282	—	296	18,282	18,578	(1,729	)	2015
2552	The Woodlands	TX	—	374	25,125	—	374	25,125	25,499	(2,118	)	2015
1592	Bountiful	UT	—	999	7,426	913	1,019	8,265	9,284	(2,304	)	2010
0169	Bountiful	UT	—	276	5,237	1,665	396	6,327	6,723	(3,208	)	1995
0346	Castle Dale	UT	—	50	1,818	163	50	1,918	1,968	(1,036	)	1998
0347	Centerville	UT	—	300	1,288	234	300	1,352	1,652	(753	)	1999
2035	Draper	UT	4,928	—	10,803	516	—	11,212	11,212	(1,764	)	2012
0469	Kaysville	UT	—	530	4,493	226	530	4,719	5,249	(1,920	)	2001
0456	Layton	UT	—	371	7,073	1,303	389	8,009	8,398	(3,978	)	2001
2042	Layton	UT	—	—	10,975	537	27	11,485	11,512	(1,837	)	2012
0359	Ogden	UT	—	180	1,695	240	180	1,730	1,910	(977	)	1999
0357	Orem	UT	—	337	8,744	2,834	306	9,026	9,332	(4,675	)	1999
0353	Salt Lake City	UT	—	190	779	196	234	869	1,103	(499	)	1999
0354	Salt Lake City	UT	—	220	10,732	2,955	220	12,819	13,039	(6,815	)	1999
0355	Salt Lake City	UT	—	180	14,792	2,826	180	16,844	17,024	(9,358	)	1999
0467	Salt Lake City	UT	—	3,000	7,541	2,592	3,145	9,629	12,774	(4,188	)	2001
0566	Salt Lake City	UT	—	509	4,044	2,733	509	6,248	6,757	(2,651	)	2003

126

			Encumbrances at December 31, 2018		Initial Cost to Company				Costs Capitalized Subsequent to Acquisition		Gross Amount at Which Carried As of December 31, 2018						Accumulated Depreciation(2)			Year Acquired/ Constructed
	City	State			Land		Buildings and Improvements				Land		Buildings and Improvements		Total(1)
2041	Salt Lake City	UT	—		—		12,326		635		—		12,940		12,940		(2,024		)	2012
2033	Sandy	UT	—		867		3,513		1,694		1,153		4,794		5,947		(1,395		)	2012
0482	Stansbury	UT	—		450		3,201		1,204		529		3,966		4,495		(1,392		)	2001
0351	Washington Terrace	UT	—		—		4,573		2,511		17		6,176		6,193		(3,722		)	1999
0352	Washington Terrace	UT	—		—		2,692		1,364		15		3,348		3,363		(1,819		)	1999
2034	West Jordan	UT	—		—		12,021		323		—		12,344		12,344		(1,960		)	2012
2036	West Jordan	UT	330		—		1,383		1,544		—		2,798		2,798		(709		)	2012
0495	West Valley City	UT	—		410		8,266		1,002		410		9,268		9,678		(4,897		)	2002
0349	West Valley City	UT	—		1,070		17,463		142		1,036		17,595		18,631		(10,002		)	1999
1208	Fairfax	VA	—		8,396		16,710		13,723		8,828		28,900		37,728		(9,984		)	2006
2230	Fredericksburg	VA	—		1,101		8,570		—		1,101		8,570		9,671		(1,081		)	2014
0572	Reston	VA	—		—		11,902		967		—		12,027		12,027		(4,890		)	2003
0448	Renton	WA	—		—		18,724		4,560		—		22,145		22,145		(11,288		)	1999
0781	Seattle	WA	—		—		52,703		16,748		—		65,633		65,633		(26,312		)	2004
0782	Seattle	WA	—		—		24,382		13,599		126		35,209		35,335		(15,444		)	2004
0783	Seattle	WA	—		—		5,625		1,635		183		6,929		7,112		(6,432		)	2004
0785	Seattle	WA	—		—		7,293		6,215		—		12,112		12,112		(5,983		)	2004
1385	Seattle	WA	—		—		45,027		8,973		—		53,757		53,757		(17,481		)	2007
2038	Evanston	WY	—		—		4,601		1,009		—		5,542		5,542		(799		)	2012
			$	8,373	$	279,768	$	3,025,955	$	977,128	$	308,003	$	3,783,938	$	4,091,941	$	(1,037,768	)

127

			Encumbrances at December 31, 2018		Initial Cost to Company				Costs Capitalized Subsequent to Acquisition		Gross Amount at Which Carried As of December 31, 2018						Accumulated Depreciation(2)			Year Acquired/ Constructed
	City	State			Land		Buildings and Improvements				Land		Buildings and Improvements		Total(1)
Other non-reportable segments
Other-Hospitals
0126	Sherwood	AR	$	—	$	709	$	9,604	$	—	$	709	$	9,599	$	10,308	$	(5,914	)	1989
0113	Glendale	AZ	—		1,565		7,050		20		1,565		7,067		8,632		(4,290		)	1988
1038	Fresno	CA	—		3,652		29,113		21,935		3,652		51,048		54,700		(17,545		)	2006
0423	Irvine	CA	—		18,000		70,800		—		18,000		70,800		88,800		(38,777		)	1999
0127	Colorado Springs	CO	—		690		8,338		—		690		8,346		9,036		(5,072		)	1989
0887	Atlanta	GA	—		4,300		13,690		—		4,300		11,890		16,190		(7,035		)	2007
0112	Overland Park	KS	—		2,316		10,681		24		2,316		10,693		13,009		(6,837		)	1988
1383	Baton Rouge	LA	—		690		8,545		87		690		8,496		9,186		(4,656		)	2007
0886	Dallas	TX	—		1,820		8,508		26		1,820		7,454		9,274		(2,205		)	2007
1319	Dallas	TX	—		18,840		155,659		2,950		18,840		158,606		177,446		(53,011		)	2007
1384	Plano	TX	—		6,290		22,686		5,707		6,290		28,203		34,493		(15,193		)	2007
2198	Webster	TX	—		2,220		9,602		—		2,220		9,282		11,502		(1,949		)	2013
Other-Post-acute/skilled nursing
2469	Rural Retreat	VA	—		1,876		14,720		—		1,876		14,904		16,780		(1,719		)	2013
			$	—	$	62,968	$	368,996	$	30,749	$	62,968	$	396,388	$	459,356	$	(164,203	)
Total			$	138,470	$	1,606,862	$	9,027,478	$	2,809,912	$	1,637,506	$	11,414,891	$	13,052,397	$	(2,842,947	)

_______________________________________

(1) At December 31, 2018, the tax basis of the Company’s net real estate assets is less than the reported amounts by $1.0 billion (unaudited).

(2) Buildings and improvements are depreciated over useful lives ranging up to 60 years.

A summary of activity for real estate and accumulated depreciation follows (in thousands):

	Year ended December 31,
	2018			2017			2016
Real estate:
Balances at beginning of year	$	13,473,573		$	13,974,760		$	14,330,257
Acquisition of real estate and development and improvements	1,093,903			995,443			987,135
Sales and/or transfers to assets held for sale and discontinued operations	(1,052,145		)	(589,391		)	(1,227,614		)
Deconsolidation of real estate	(325,580		)	(825,074		)	(10,306		)
Impairments	(49,729		)	(37,274		)	—
Other(1)	(87,625		)	(44,891		)	(104,712		)
Balances at end of year	$	13,052,397		$	13,473,573		$	13,974,760
Accumulated depreciation:
Balances at beginning of year	$	2,741,695		$	2,648,930		$	2,476,015
Depreciation expense	461,664			436,085			465,945
Sales and/or transfers to assets held for sale and discontinued operations	(239,231		)	(115,195		)	(239,112		)
Deconsolidation of real estate	(43,525		)	(152,572		)	(5,868		)
Other(1)	(77,656		)	(75,553		)	(48,050		)
Balances at end of year	$	2,842,947		$	2,741,695		$	2,648,930

_______________________________________

(1) Represents real estate and accumulated depreciation related to fully depreciated assets, foreign exchange translation, or changes in lease classification.

ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

128

ITEM 9A. Controls and Procedures

Disclosure Controls and Procedures.  We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2018. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective, as of December 31, 2018, at the reasonable assurance level.

Management’s Annual Report on Internal Control over Financial Reporting.  Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control—Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, 2018.

The effectiveness of our internal control over financial reporting as of December 31, 2018 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is included herein.

Changes in Internal Control Over Financial Reporting.  There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of 2018 to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

129

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of HCP, Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of HCP, Inc. and subsidiaries (the “Company”) as of December 31, 2018, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2018, of the Company and our report dated February 14, 2019, expressed an unqualified opinion on those financial statements and included an explanatory paragraph regarding the Company’s adoption of Accounting Standards Update (“ASU”) No. 2017-05 and ASU No. 2017-01.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ DELOITTE & TOUCHE LLP

Los Angeles, California

February 14, 2019

130

ITEM 9B. Other Information

None.

131

PART III

ITEM 10. Directors, Executive Officers and Corporate Governance

We have adopted a Code of Business Conduct and Ethics that applies to all of our directors and employees, including our Chief Executive Officer and all senior financial officers, including our principal financial officer, principal accounting officer and controller. We have also adopted a Vendor Code of Business Conduct and Ethics applicable to our vendors and business partners. Current copies of our Code of Business Conduct and Ethics and Vendor Code of Business Conduct and Ethics are posted on our website at www.hcpi.com/codeofconduct. In addition, waivers from, and amendments to, our Code of Business Conduct and Ethics that apply to our directors and executive officers, including our principal executive officer, principal financial officer, principal accounting officer or persons performing similar functions, will be timely posted in the Investor Relations section of our website at www.hcpi.com.

We hereby incorporate by reference the information appearing under the captions “Proposal No. 1 Election of Directors,” “Our Executive Officers,” “Board of Directors and Corporate Governance” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the our definitive proxy statement relating to our 2019 Annual Meeting of Stockholders to be held on April 25, 2019.

ITEM 11. Executive Compensation

We hereby incorporate by reference the information under the caption “Executive Compensation” in our definitive proxy statement relating to our 2019 Annual Meeting of Stockholders to be held on April 25, 2019.

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

We hereby incorporate by reference the information under the captions “Security Ownership of Principal Stockholders, Directors and Management” and “Equity Compensation Plan Information” in our definitive proxy statement relating to our 2019 Annual Meeting of Stockholders to be held on April 25, 2019.

ITEM 13. Certain Relationships and Related Transactions, and Director Independence

We hereby incorporate by reference the information under the caption “Board of Directors and Corporate Governance” in our definitive proxy statement relating to our 2019 Annual Meeting of Stockholders to be held on April 25, 2019.

ITEM 14. Principal Accounting Fees and Services

We hereby incorporate by reference under the caption “Audit and Non-Audit Fees” in our definitive proxy statement relating to our 2019 Annual Meeting of Stockholders to be held on April 25, 2019.

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PART IV

ITEM 15. Exhibits, Financial Statement Schedules

(a) 1.  Financial Statement Schedules

The following Consolidated Financial Statements are included in Part II, Item 8-Financial Statements and Supplementary Data of this Annual Report on Form 10-K.

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets - December 31, 2018 and 2017

Consolidated Statements of Operations - for the years ended December 31, 2018, 2017 and 2016

Consolidated Statements of Comprehensive Income (Loss) - for the years ended December 31, 2018, 2017 and 2016

Consolidated Statements of Equity - for the years ended December 31, 2018, 2017 and 2016

Consolidated Statements of Cash Flows - for the years ended December 31, 2018, 2017 and 2016

Notes to Consolidated Financial Statements

(a) 2.  Financial Statement Schedules

The following Consolidated Financial Statements are included in Part II, Item 8-Financial Statements and Supplementary Data of this Annual Report on Form 10-K.

Schedule II: Valuation and Qualifying Accounts

Schedule III: Real Estate and Accumulated Depreciation

(a) 3. Exhibits

Exhibit		Incorporated by reference herein
Number	Description	Form	Date Filed
3.1	Articles of Restatement of HCP, dated June 1, 2012, as supplemented by the Articles Supplementary, dated July 31, 2017.	Quarterly Report on Form 10-Q (File No. 001-08895)	November 2, 2017
3.2	Fifth Amended and Restated Bylaws of HCP, as amended through July 27, 2017.	Quarterly Report on Form 10-Q (File No. 001-08895)	November 2, 2017
4.1	Indenture, dated as of September 1, 1993, between HCP and The Bank of New York, as Trustee.	Registration Statement on Form S‑3/A (Registration No. 333‑86654)	May 21, 2002
4.1.1	First Supplemental Indenture dated as of January 24, 2011, to the Indenture, dated as of September 1, 1993, by and 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)	January 24, 2011
4.2	Indenture, dated November 19, 2012, 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)	November 19, 2012
4.2.1	First Supplemental Indenture, dated November 19, 2012, 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)	November 19, 2012
4.2.2	Second Supplemental Indenture, dated November 12, 2013, 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)	November 13, 2013

133

4.2.3	Third Supplemental Indenture dated February 21, 2014, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee.	Current Report on Form 8‑K (File No. 001‑08895)	February 24, 2014
4.2.4	Fourth Supplemental Indenture, dated August 14, 2014, 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)	August 14, 2014
4.2.5	Fifth Supplemental Indenture, dated January 21, 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)	January 21, 2015
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 6.750% Senior Notes due 2041.	Current Report on Form 8‑K (File No. 001‑08895)	January 24, 2011
4.4	Form of 3.15% Senior Notes due 2022.	Current Report on Form 8‑K (File No. 001‑08895)	July 23, 2012
4.5	Form of 2.625% Senior Notes due 2020.	Current Report on Form 8‑K (File No. 001‑08895)	November 19, 2012
4.6	Form of 4.250% Senior Notes due 2023.	Current Report on Form 8‑K (File No. 001‑08895)	November 13, 2013
4.7	Form of 4.20% Senior Notes due 2024.	Current Report on Form 8‑K (File No. 001‑08895)	February 24, 2014
4.8	Form of 3.875% Senior Notes due 2024.	Current Report on Form 8‑K (File No. 001‑08895)	August 14, 2014
4.9	Form of 3.400% Senior Notes due 2025.	Current Report on Form 8‑K (File No. 001‑08895)	January 21, 2015
4.10	Form of 4.000% Senior Notes due 2025.	Current Report on Form 8‑K (File No. 001‑08895)	May 20, 2015
4.11	Form of 4.000% Senior Notes due 2022.	Current Report on Form 8‑K (File No. 001‑08895)	December 1, 2015
10.1	Second Amended and Restated Director Deferred Compensation Plan.*	Quarterly Report on Form 10‑Q (File No. 001‑08895)	November 3, 2009
10.2	Non-Employee Directors Stock-for-Fees Program.*	Quarterly Report on Form 10-Q (File No. 001‑08895)	August 5, 2014
10.3	Executive Severance Plan.*	Quarterly Report on Form 10-Q (File No. 001-08895)	November 1, 2016
10.4	Executive Change in Control Severance Plan (as Amended and Restated as of May 6, 2016).*	Quarterly Report on Form 10-Q (File No. 001 08895)	November 1, 2016
10.5	2006 Performance Incentive Plan, as amended and restated.*	Annex 2 to HCP’s Proxy Statement (File No. 001‑08895)	March 10, 2009
10.5.1	Form of Employee 2006 Performance Incentive Plan Nonqualified Stock Option Agreement.*	Quarterly Report on Form 10‑Q (File No. 001‑08895)	May 1, 2012
10.6	HCP, Inc. 2014 Performance Incentive Plan.*	Current Report on Form 8‑K (File No. 001‑08895)	May 6, 2014
10.6.1	Amendment No. 1 to HCP, Inc. 2014 Performance Incentive Plan.*	Quarterly Report on Form 10-Q (File No. 001-08895)	May 3, 2018
10.6.2	Form of 2014 Performance Incentive Plan Non-NEO Restricted Stock Unit Award Agreement (adopted 2014).*	Quarterly Report on Form 10-Q (File No. 001‑08895)	August 5, 2014
10.6.3	Form of 2014 Performance Incentive Plan Non-NEO Option Agreement (adopted 2014).*	Quarterly Report on Form 10-Q (File No. 001‑08895)	August 5, 2014

134

10.6.4	Form of 2014 Performance Incentive Plan CEO 3-Year LTIP RSU Agreement (adopted 2015).*	Quarterly Report on Form 10-Q (File No. 001‑08895)	May 5, 2015
10.6.5	Form of 2014 Performance Incentive Plan CEO 1-Year LTIP RSU Agreement (adopted 2015).*	Quarterly Report on Form 10-Q (File No. 001‑08895)	May 5, 2015
10.6.6	Form of 2014 Performance Incentive Plan CEO Retentive LTIP RSU Agreement (adopted 2015).*	Quarterly Report on Form 10-Q (File No. 001‑08895)	May 5, 2015
10.6.7	Form of 2014 Performance Incentive Plan NEO 3-Year LTIP RSU Agreement (adopted 2015).*	Quarterly Report on Form 10-Q (File No. 001‑08895)	May 5, 2015
10.6.8	Form of 2014 Performance Incentive Plan NEO 3-Year LTIP RSU Agreement (adopted 2018).*	Quarterly Report on Form 10-Q (File No. 001‑08895)	May 3, 2018
10.6.9	Form of 2014 Performance Incentive Plan NEO 1-Year LTIP RSU Agreement (adopted 2015).*	Quarterly Report on Form 10-Q (File No. 001‑08895)	May 5, 2015
10.6.10	Form of 2014 Performance Incentive Plan NEO Retentive LTIP RSU Agreement (adopted 2015).*	Quarterly Report on Form 10-Q (File No. 001‑08895)	May 5, 2015
10.6.11	Form of 2014 Performance Incentive Plan NEO Retentive LTIP RSU Agreement (adopted 2018).*	Quarterly Report on Form 10-Q (File No. 001‑08895)	May 3, 2018
10.6.12	Form of 2014 Performance Incentive Plan Non-Employee Director RSU Agreement.*	Quarterly Report on Form 10-Q (File No. 001‑08895)	May 5, 2015
10.7	Form of Directors and Officers Indemnification Agreement.*	Annual Report on Form 10‑K, as amended (File No. 001‑08895)	February 12, 2008
10.8	Amended and Restated Dividend Reinvestment and Stock Purchase Plan.	Registration Statement on Form S‑3 (Registration No. 333‑49746)	November 13, 2000
10.9	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
10.9.1	Amendments No. 1-9 to 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)	February 13, 2018
10.9.2	Tax Matters Amendment to Amended and Restated Limited Liability Company Agreement of HCPI/Utah, LLC, effective as of December 31, 2018.†
10.10	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
10.10.1	Tax Matters Amendment to Amended and Restated Limited Liability Company Agreement of HCPI/Utah II, LLC, effective as of December 31, 2018.†
10.11	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
10.11.1	Amendment No. 1 to Amended and Restated Limited Liability Company Agreement of HCPI/Tennessee, LLC, dated as of September 29, 2004.	Quarterly Report on Form 10‑Q (File No. 001‑08895)	November 8, 2004
10.11.2	Amendment No. 2 to Amended and Restated Limited Liability Company Agreement of HCPI/Tennessee, LLC, dated as of October 27, 2004.	Annual Report on Form 10‑K (File No. 001‑08895)	March 15, 2005
10.11.3	Amendment No. 3 to Amended and Restated Limited Liability Company Agreement of HCPI/Tennessee, LLC and New Member Joinder Agreement, dated as of October 19, 2005, by and among HCP, HCPI/Tennessee, LLC and A. Daniel Weyland.	Quarterly Report on Form 10‑Q (File No. 001‑08895)	November 1, 2005
10.11.4	Amendment No. 4 to Amended and Restated Limited Liability Company Agreement of HCPI/Tennessee, LLC, effective as of January 1, 2007.	Annual Report on Form 10‑K, as amended (File No. 001‑08895)	February 12, 2008

135

10.11.5	Tax Matters Amendment to Amended and Restated Limited Liability Company Agreement of HCPI/Tennessee, LLC, effective as of December 31, 2018.†
10.12	Amended and Restated Limited Liability Company Agreement of HCP DR MCD, LLC, dated as of February 9, 2007.	Current Report on Form 8-K (File No. 001‑08895)	April 20, 2012
10.12.1	Tax Matters Amendment to Amended and Restated Limited Liability Company Agreement of HCP DR MCD, LLC, effective as of December 31, 2018.†
10.13	Amended and Restated Limited Liability Company Agreement of HCP DR California II, LLC, dated as of June 1, 2014.	Quarterly Report on Form 10-Q (File No. 001‑08895)	August 5, 2014
10.13.1	Tax Matters Amendment to Amended and Restated Limited Liability Company Agreement of HCP DR California II, LLC, effective as of December 31, 2018.†
10.14	Credit Agreement, dated October 19, 2017, by and among HCP, as borrower, the lenders referred to therein, and Bank of America, N.A., as administrative agent.	Current Report on Form 8‑K (File No. 001‑08895)	October 20, 2017
10.15	At-the-Market Equity Offering Sales Agreement, dated May 31, 2018, among HCP, J.P. Morgan Securities LLC, BNY Mellon Capital Markets, LLC, Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBC Capital Markets, LLC and UBS Securities LLC.	Current Report on Form 8-K (File No. 001-08895)	May 31, 2018
10.16	Amended and Restated Master Lease and Security Agreement, dated as of November 1, 2017, by and between subsidiaries and affiliates of HCP, as lessor, and subsidiaries and affiliates of Brookdale, as lessee.**	Annual Report on Form 10-K (File No. 001-08895)	February 13, 2018
10.16.1	First Amendment to Amended and Restated Master Lease and Security Agreement, dated as of January 10, 2018, by and between subsidiaries and affiliates of HCP, as lessor, and subsidiaries and affiliates of Brookdale, as lessee.	Annual Report on Form 10-K (File No. 001-08895)	February 13, 2018
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, Pursuant to Securities Exchange Act Rule 13a‑14(a).†
31.2	Certification by Peter A. Scott, HCP’s Principal Financial Officer, Pursuant to Securities Exchange Act Rule 13a‑14(a).†
32.1	Certification by Thomas M. Herzog, HCP’s Principal Executive Officer, Pursuant to Securities Exchange Act Rule 13a‑14(b) and 18 U.S.C. Section 1350.†
32.2	Certification by Peter A. Scott, HCP’s Principal Financial Officer, Pursuant to Securities Exchange Act Rule 13a‑14(b) and 18 U.S.C. Section 1350.†
101.INS	XBRL Instance Document.†
101.SCH	XBRL Taxonomy Extension Schema Document.†
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.†

136

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.†
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document.†
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.†

_______________________________________

* Management Contract or Compensatory Plan or Arrangement.

** Portions of this exhibit have been omitted pursuant to a request for confidential treatment with the SEC.

† Filed herewith.

ITEM 16. Form 10-K Summary

None.

137

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: February 14, 2019

HCP, Inc. (Registrant)

/s/ THOMAS M. HERZOG

Thomas M. Herzog,

President and Chief Executive Officer

(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

138

Signature	Title	Date
/s/ THOMAS M. HERZOG	President and Chief Executive Officer	February 14, 2019
Thomas M. Herzog	(Principal Executive Officer), Director
/s/ PETER A. SCOTT	Executive Vice President and Chief Financial Officer	February 14, 2019
Peter A. Scott	(Principal Financial Officer)
/s/ SHAWN G. JOHNSTON	Executive Vice President and Chief Accounting Officer	February 14, 2019
Shawn G. Johnston	(Principal Accounting Officer)
/s/ BRIAN G. CARTWRIGHT	Chairman of the Board	February 14, 2019
Brian G. Cartwright
/s/ CHRISTINE N. GARVEY	Director	February 14, 2019
Christine N. Garvey
/s/ R. KENT GRIFFIN, JR.	Director	February 14, 2019
R. Kent Griffin, Jr.
/s/ DAVID B. HENRY	Director	February 14, 2019
David B. Henry
/s/ LYDIA H. KENNARD	Director	February 14, 2019
Lydia H. Kennard
/s/ PETER L. RHEIN	Director	February 14, 2019
Peter L. Rhein
/s/ KATHERINE M. SANDSTROM	Director	February 14, 2019
Katherine M. Sandstrom
/s/ JOSEPH P. SULLIVAN	Director	February 14, 2019
Joseph P. Sullivan

139

EX-10.9.2

EXHIBIT 10.9.2

HCPI/UTAH, LLC

TAX MATTERS AMENDMENT

THIS TAX MATTERS AMENDMENT (this “Amendment”) is entered into effective as of December 31, 2018, between and among the undersigned (each, a “Member”, and collectively, the “Members”), with respect to the following facts.

R E C I T A L S

A.    The Members previously entered into a limited liability company agreement governing the business and affairs of HCPI/UTAH, LLC, a Delaware limited liability company (the “Company”), as may have been amended, supplemented or otherwise modified from time to time prior to the date hereof (the “Original Agreement”).

B.    The Members now desire to amend the Original Agreement with respect to certain tax matters, on the terms and provisions contained herein.

C.    The Original Agreement, as amended by this Amendment, shall hereinafter be referred to as the “Agreement.”

NOW, THEREFORE, in consideration of the covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Members hereby agree as follows:

1.Partnership Representative. The Original Agreement is hereby amended to add the following provisions of this Section 1, which provisions shall govern and control in the event of any conflict with the provisions of the Original Agreement:

(a)As used in this Amendment, the following terms shall mean:

“Code” means the Internal Revenue Code of 1986, as amended from time to time (or any corresponding provisions of succeeding law).

“Partnership Audit Rules” means Subchapter C of Chapter 63 of Subtitle F of the Code, as modified by Section 1101 of the Bipartisan Budget Act of 2015, Pub. L. No. 114-74, and any successor statutes thereto or the Treasury Regulations or other authoritative guidance promulgated thereunder.

“Treasury Regulations” means the Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

(b)HCP, Inc., a Maryland corporation, is hereby designated to serve as the “partnership representative” with respect to the Company, as provided in Section 6223(a) of the Partnership Audit Rules (the “Partnership Representative”). For each taxable year in which the Partnership Representative is an entity, the Company shall appoint the “designated individual” identified by the Partnership Representative to act on behalf of the Partnership Representative (the

HCPI/UTAH, LLC

“Designated Individual”) in accordance with the applicable Treasury Regulations. Each Member expressly consents to such designations and agrees that it will execute, acknowledge, deliver, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent.

(c)The Partnership Representative shall have the sole authority to act on behalf of the Company in connection with and make all relevant decisions regarding application of the Partnership Audit Rules, including, but not limited to, any elections under the Partnership Audit Rules or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any proceeding before the Internal Revenue Service (“IRS”).

(d)The Partnership Representative shall provide the Company and all Members with copies of any material notices received by the Partnership Representative in connection with any proceeding or potential adjustment relating to the Company that is subject to the Partnership Audit Rules, and shall use commercially reasonable efforts to keep the Members informed of all such proceedings or potential adjustments.

(e)The Members agree to cooperate in good faith to timely provide information requested by the Partnership Representative as needed to comply with the Partnership Audit Rules, including without limitation to make any elections available to the Company under the Partnership Audit Rules. Each Member agrees that, upon request of the Company, such Member shall take such actions as may be necessary or desirable (as determined by the Partnership Representative) to (i) allow the Company to comply with the provisions of Section 6226 of the Partnership Audit Rules so that any “partnership adjustments” (as defined in Section 6241(2) of the Partnership Audit Rules) are taken into account by the Members and former Members rather than the Company; (ii) use the provisions of Section 6225(c) of the Partnership Audit Rules including, but not limited to, filing amended tax returns with respect to any “reviewed year” (within the meaning of Section 6225(d)(1) of the Partnership Audit Rules) or using the alternative procedure to filing amended returns to reduce the amount of any partnership adjustment otherwise required to be taken into account by the Company; or (iii) otherwise allow the Company and its Members to address and respond to any matters arising under the Partnership Audit Rules.

(f)If any partnership adjustment is determined with respect to the Company, the Partnership Representative may cause the Company to elect pursuant to Section 6226 of the Partnership Audit Rules to have such adjustment passed through to the Members for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Section 6225(d)(1) of the Partnership Audit Rules). In the event that the Partnership Representative has not caused the Company to so elect pursuant to Section 6226 of the Partnership Audit Rules, then any “imputed underpayment” (as determined in accordance with Section 6225 of the Partnership Audit Rules) or partnership adjustment that does not give rise to an imputed underpayment shall be apportioned among the Members of the Company for the taxable year in which the adjustment is finalized in such manner as may be necessary (as determined by the Partnership Representative in good faith) so that, to the maximum extent possible, the tax and economic consequences of the imputed underpayment or other partnership adjustment and any associated interest and penalties (any such amount, an “Imputed Underpayment Amount”) are borne by the Members based upon their interests in the Company for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the Partnership Audit

-2-

HCPI/UTAH, LLC

Rules paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in which the Company holds (or has held) a direct or indirect interest other than through entities treated as corporations for U.S. federal income tax purposes to the extent that the Company bears the economic burden of such amounts, whether by law or contract.

(g)Each Member agrees to indemnify and hold harmless the Company from and against any liability with respect to such Member’s share of any tax deficiency paid or payable by the Company that is allocable to the Member as determined in accordance with the second to last sentence of paragraph (f) above with respect to an audited or reviewed taxable year for which such Member was a member of the Company. The obligations set forth in this paragraph shall survive the termination of any Member’s interest in the Company, the termination of the Agreement and/or the termination, dissolution, liquidation or winding up of the Company, and shall remain binding on each Member for the period of time necessary to resolve with the IRS (or any other applicable taxing authority) all income tax matters relating to the Company and for Members to satisfy their indemnification obligations, if any, pursuant to this Section 1. Any obligation of a Member pursuant to this paragraph shall be implemented through adjustments to any distributions otherwise payable to such Member under the Agreement; provided however, that, at the written request of the Partnership Representative, each Member or former Member may be required to contribute to the Company such Member’s Imputed Underpayment Amount imposed on and paid by the Company; provided further, that if a Member or former Member individually directly pays, pursuant to the Partnership Audit Rules, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Member or former Member. Any amount withheld from distributions pursuant to this paragraph shall be treated as an amount distributed to such Member or former Member for all purposes under this Agreement.

(h)All expenses incurred by the Partnership Representative or Designated Individual in connection with its duties as partnership representative or designated individual, as applicable, shall be expenses of the Company (including, for the avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against the Partnership Representative or Designated Individual, as applicable, except to the extent the Partnership Representative or Designated Individual is determined to have performed its duties in the manner described in the final sentence of this paragraph), and the Company shall reimburse and indemnify the Partnership Representative or Designated Individual, as applicable, for all such expenses and costs. Nothing herein shall be construed to restrict the Partnership Representative or Designated Individual from engaging lawyers, accountants, tax advisers, or other professional advisers or experts to assist the Partnership Representative or Designated Individual in discharging its duties hereunder. Neither the Partnership Representative nor Designated Individual shall be liable to the Company, any Member or any affiliate thereof for any costs or losses to any persons, any diminution in value or any liability whatsoever arising as a result of the performance of its duties pursuant to this Section 1 absent (i) willful breach of any provision of this Section 1 or (ii) bad faith, fraud, gross negligence or willful misconduct on the part of the Partnership Representative or Designated Individual, as applicable.

2.Full Force and Effect. Except as otherwise provided in this Amendment, the Original Agreement shall remain unmodified and shall continue in full force and effect.

-3-

HCPI/UTAH, LLC

3.Counterparts; Execution by Facsimile or Email. This Amendment may be signed by the parties in two or more counterparts which, when taken together, shall constitute one and the same instrument. This Amendment may also be delivered by facsimile or email transmission (including signatures sent in a PDF document via email) with the same force and effect as if the originally executed copies of this Amendment were delivered to all parties.

[Signature Page Follows]

-4-

HCPI/UTAH, LLC

IN WITNESS WHEREOF, each of the undersigned has executed this Tax Matters Amendment effective as of the date and year first above written.

HCP, Inc., a Maryland corporation
By: /s/ Paul Y. Jin            
Paul Y. Jin, Vice President - Tax

RLC Real Estate LLC
By: /s/ Ronald L. Crave        
Name: Ronald L. Crave
Title: Manager

R&S Boyer Family, L.C.

By: /s/ H. Roger Boyer        
Name: H. Roger Boyer
Title: Manager

Gardner Property Holdings, L.C.

By: /s/ Kem Garnder            
Name: Kem Gardner
Title: Manager

Boyer Medical Holding Company

By: /s/ Brian Gochnour        
Name: Brian Gochnour
Title: Manager

EX-10.10.1

EXHIBIT 10.10.1

HCPI/UTAH II, LLC

TAX MATTERS AMENDMENT

THIS TAX MATTERS AMENDMENT (this “Amendment”) is entered into effective as of December 31, 2018, between and among the undersigned (each, a “Member”, and collectively, the “Members”), with respect to the following facts.

R E C I T A L S

A.    The Members previously entered into a limited liability company agreement governing the business and affairs of HCPI/UTAH II, LLC, a Delaware limited liability company (the “Company”), as may have been amended, supplemented or otherwise modified from time to time prior to the date hereof (the “Original Agreement”).

B.    The Members now desire to amend the Original Agreement with respect to certain tax matters, on the terms and provisions contained herein.

C.    The Original Agreement, as amended by this Amendment, shall hereinafter be referred to as the “Agreement.”

NOW, THEREFORE, in consideration of the covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Members hereby agree as follows:

1.Partnership Representative. The Original Agreement is hereby amended to add the following provisions of this Section 1, which provisions shall govern and control in the event of any conflict with the provisions of the Original Agreement:

(a)As used in this Amendment, the following terms shall mean:

“Code” means the Internal Revenue Code of 1986, as amended from time to time (or any corresponding provisions of succeeding law).

“Partnership Audit Rules” means Subchapter C of Chapter 63 of Subtitle F of the Code, as modified by Section 1101 of the Bipartisan Budget Act of 2015, Pub. L. No. 114-74, and any successor statutes thereto or the Treasury Regulations or other authoritative guidance promulgated thereunder.

“Treasury Regulations” means the Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

(b)HCP, Inc., a Maryland corporation, is hereby designated to serve as the “partnership representative” with respect to the Company, as provided in Section 6223(a) of the Partnership Audit Rules (the “Partnership Representative”). For each taxable year in which the Partnership Representative is an entity, the Company shall appoint the “designated individual” identified by the Partnership Representative to act on behalf of the Partnership Representative (the

HCPI/UTAH II, LLC

“Designated Individual”) in accordance with the applicable Treasury Regulations. Each Member expressly consents to such designations and agrees that it will execute, acknowledge, deliver, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent.

(c)The Partnership Representative shall have the sole authority to act on behalf of the Company in connection with and make all relevant decisions regarding application of the Partnership Audit Rules, including, but not limited to, any elections under the Partnership Audit Rules or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any proceeding before the Internal Revenue Service (“IRS”).

(d)The Partnership Representative shall provide the Company and all Members with copies of any material notices received by the Partnership Representative in connection with any proceeding or potential adjustment relating to the Company that is subject to the Partnership Audit Rules, and shall use commercially reasonable efforts to keep the Members informed of all such proceedings or potential adjustments.

(e)The Members agree to cooperate in good faith to timely provide information requested by the Partnership Representative as needed to comply with the Partnership Audit Rules, including without limitation to make any elections available to the Company under the Partnership Audit Rules. Each Member agrees that, upon request of the Company, such Member shall take such actions as may be necessary or desirable (as determined by the Partnership Representative) to (i) allow the Company to comply with the provisions of Section 6226 of the Partnership Audit Rules so that any “partnership adjustments” (as defined in Section 6241(2) of the Partnership Audit Rules) are taken into account by the Members and former Members rather than the Company; (ii) use the provisions of Section 6225(c) of the Partnership Audit Rules including, but not limited to, filing amended tax returns with respect to any “reviewed year” (within the meaning of Section 6225(d)(1) of the Partnership Audit Rules) or using the alternative procedure to filing amended returns to reduce the amount of any partnership adjustment otherwise required to be taken into account by the Company; or (iii) otherwise allow the Company and its Members to address and respond to any matters arising under the Partnership Audit Rules.

(f)If any partnership adjustment is determined with respect to the Company, the Partnership Representative may cause the Company to elect pursuant to Section 6226 of the Partnership Audit Rules to have such adjustment passed through to the Members for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Section 6225(d)(1) of the Partnership Audit Rules). In the event that the Partnership Representative has not caused the Company to so elect pursuant to Section 6226 of the Partnership Audit Rules, then any “imputed underpayment” (as determined in accordance with Section 6225 of the Partnership Audit Rules) or partnership adjustment that does not give rise to an imputed underpayment shall be apportioned among the Members of the Company for the taxable year in which the adjustment is finalized in such manner as may be necessary (as determined by the Partnership Representative in good faith) so that, to the maximum extent possible, the tax and economic consequences of the imputed underpayment or other partnership adjustment and any associated interest and penalties (any such amount, an “Imputed Underpayment Amount”) are borne by the Members based upon their interests in the Company for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the Partnership Audit

-2-

HCPI/UTAH II, LLC

Rules paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in which the Company holds (or has held) a direct or indirect interest other than through entities treated as corporations for U.S. federal income tax purposes to the extent that the Company bears the economic burden of such amounts, whether by law or contract.

(g)Each Member agrees to indemnify and hold harmless the Company from and against any liability with respect to such Member’s share of any tax deficiency paid or payable by the Company that is allocable to the Member as determined in accordance with the second to last sentence of paragraph (f) above with respect to an audited or reviewed taxable year for which such Member was a member of the Company. The obligations set forth in this paragraph shall survive the termination of any Member’s interest in the Company, the termination of the Agreement and/or the termination, dissolution, liquidation or winding up of the Company, and shall remain binding on each Member for the period of time necessary to resolve with the IRS (or any other applicable taxing authority) all income tax matters relating to the Company and for Members to satisfy their indemnification obligations, if any, pursuant to this Section 1. Any obligation of a Member pursuant to this paragraph shall be implemented through adjustments to any distributions otherwise payable to such Member under the Agreement; provided however, that, at the written request of the Partnership Representative, each Member or former Member may be required to contribute to the Company such Member’s Imputed Underpayment Amount imposed on and paid by the Company; provided further, that if a Member or former Member individually directly pays, pursuant to the Partnership Audit Rules, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Member or former Member. Any amount withheld from distributions pursuant to this paragraph shall be treated as an amount distributed to such Member or former Member for all purposes under this Agreement.

(h)All expenses incurred by the Partnership Representative or Designated Individual in connection with its duties as partnership representative or designated individual, as applicable, shall be expenses of the Company (including, for the avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against the Partnership Representative or Designated Individual, as applicable, except to the extent the Partnership Representative or Designated Individual is determined to have performed its duties in the manner described in the final sentence of this paragraph), and the Company shall reimburse and indemnify the Partnership Representative or Designated Individual, as applicable, for all such expenses and costs. Nothing herein shall be construed to restrict the Partnership Representative or Designated Individual from engaging lawyers, accountants, tax advisers, or other professional advisers or experts to assist the Partnership Representative or Designated Individual in discharging its duties hereunder. Neither the Partnership Representative nor Designated Individual shall be liable to the Company, any Member or any affiliate thereof for any costs or losses to any persons, any diminution in value or any liability whatsoever arising as a result of the performance of its duties pursuant to this Section 1 absent (i) willful breach of any provision of this Section 1 or (ii) bad faith, fraud, gross negligence or willful misconduct on the part of the Partnership Representative or Designated Individual, as applicable.

2.Full Force and Effect. Except as otherwise provided in this Amendment, the Original Agreement shall remain unmodified and shall continue in full force and effect.

-3-

HCPI/UTAH II, LLC

3.Counterparts; Execution by Facsimile or Email. This Amendment may be signed by the parties in two or more counterparts which, when taken together, shall constitute one and the same instrument. This Amendment may also be delivered by facsimile or email transmission (including signatures sent in a PDF document via email) with the same force and effect as if the originally executed copies of this Amendment were delivered to all parties.

[Signature Page Follows]

-4-

HCPI/UTAH II, LLC

IN WITNESS WHEREOF, each of the undersigned has executed this Tax Matters Amendment effective as of the date and year first above written.

HCP, Inc., a Maryland corporation
By: /s/ Paul Y. Jin                
Paul Y. Jin, Vice President - Tax

Tegra Independence Medical Surgical, L.C.
By: /s/ Brian Gochnour        
Name: Brian Gochnour
Title: Manager

The Jacob and Angela Boyer Trust UAD 4/28/05

By: /s/ Jacob L. Boyer            
Name: Jacob L. Boyer
Title: Trustee

/s/ Brian Gochnour            Brian Gochnour

/s/ Jacob Boyer            

Jacob Boyer

RLC Real Estate II, LLC

By: /s/ Ronald L. Crave        
Name: Ronald L. Crave
Title: Manager

[Signatures Continue on Following Page]

HCPI/UTAH II, LLC

J Weldon and Helen S Moffit Family Living Trust

By: /s/ Helen S. Moffitt        Name: Helen S. Moffitt
Title: Trustee of Family Trust Under J Weldon and Helen S. Moffitt Family Living Trust

G&V Condas LLC

By: /s/ Marina Gianoulis        
Name: Marina Gianoulis
Title: Managing Member

RLC Real Estate

By: /s/ Ronald L. Crave        
Name: Ronald L. Crave
Title: Manager

Gardner Property Holdings, L.C.

By: /s/ Kem Gardner            
Name: Kem Gardner
Title: Manager

R&S Boyer Family, L.C.

By: /s/ H. Roger Boyer        
Name: H. Roger Boyer
Title: Manager

Boyer Medical Holding Company, L.C.

By: /s/ Brian Gochnour        
Name: Brian Gochnour
Title: Manager

[Signatures Continue on Following Page]

HCPI/UTAH II, LLC

BG Gardner Family Trust

By: /s/ B. Greg Gardner        
Name: B. Greg Gardner
Title: Trustee

DL Gardner Family Trust

By: /s/ Deborah L. Gardner        
Name: Deborah L. Gardner

Title: Limited Partner

EX-10.11.5

EXHIBIT 10.11.5

HCPI/Tennessee, LLC

TAX MATTERS AMENDMENT

THIS TAX MATTERS AMENDMENT (this “Amendment”) is entered into effective as of December 31, 2018, between and among the undersigned (each, a “Member”, and collectively, the “Members”), with respect to the following facts.

R E C I T A L S

A.    The Members previously entered into a limited liability company agreement governing the business and affairs of HCPI/Tennessee, LLC, a Delaware limited liability company (the “Company”), as may have been amended, supplemented or otherwise modified from time to time prior to the date hereof (the “Original Agreement”).

B.    The Members now desire to amend the Original Agreement with respect to certain tax matters, on the terms and provisions contained herein.

C.    The Original Agreement, as amended by this Amendment, shall hereinafter be referred to as the “Agreement.”

NOW, THEREFORE, in consideration of the covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Members hereby agree as follows:

1.Partnership Representative. The Original Agreement is hereby amended to add the following provisions of this Section 1, which provisions shall govern and control in the event of any conflict with the provisions of the Original Agreement:

(a)As used in this Amendment, the following terms shall mean:

“Code” means the Internal Revenue Code of 1986, as amended from time to time (or any corresponding provisions of succeeding law).

“Partnership Audit Rules” means Subchapter C of Chapter 63 of Subtitle F of the Code, as modified by Section 1101 of the Bipartisan Budget Act of 2015, Pub. L. No. 114-74, and any successor statutes thereto or the Treasury Regulations or other authoritative guidance promulgated thereunder.

“Treasury Regulations” means the Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

(b)HCP, Inc., a Maryland corporation, is hereby designated to serve as the “partnership representative” with respect to the Company, as provided in Section 6223(a) of the Partnership Audit Rules (the “Partnership Representative”). For each taxable year in which the Partnership Representative is an entity, the Company shall appoint the “designated individual” identified by the Partnership Representative to act on behalf of the Partnership Representative (the

HCPI/Tennessee, LLC

“Designated Individual”) in accordance with the applicable Treasury Regulations. Each Member expressly consents to such designations and agrees that it will execute, acknowledge, deliver, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent.

(c)The Partnership Representative shall have the sole authority to act on behalf of the Company in connection with and make all relevant decisions regarding application of the Partnership Audit Rules, including, but not limited to, any elections under the Partnership Audit Rules or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any proceeding before the Internal Revenue Service (“IRS”).

(d)The Partnership Representative shall provide the Company and all Members with copies of any material notices received by the Partnership Representative in connection with any proceeding or potential adjustment relating to the Company that is subject to the Partnership Audit Rules, and shall use commercially reasonable efforts to keep the Members informed of all such proceedings or potential adjustments.

(e)The Members agree to cooperate in good faith to timely provide information requested by the Partnership Representative as needed to comply with the Partnership Audit Rules, including without limitation to make any elections available to the Company under the Partnership Audit Rules. Each Member agrees that, upon request of the Company, such Member shall take such actions as may be necessary or desirable (as determined by the Partnership Representative) to (i) allow the Company to comply with the provisions of Section 6226 of the Partnership Audit Rules so that any “partnership adjustments” (as defined in Section 6241(2) of the Partnership Audit Rules) are taken into account by the Members and former Members rather than the Company; (ii) use the provisions of Section 6225(c) of the Partnership Audit Rules including, but not limited to, filing amended tax returns with respect to any “reviewed year” (within the meaning of Section 6225(d)(1) of the Partnership Audit Rules) or using the alternative procedure to filing amended returns to reduce the amount of any partnership adjustment otherwise required to be taken into account by the Company; or (iii) otherwise allow the Company and its Members to address and respond to any matters arising under the Partnership Audit Rules.

(f)If any partnership adjustment is determined with respect to the Company, the Partnership Representative may cause the Company to elect pursuant to Section 6226 of the Partnership Audit Rules to have such adjustment passed through to the Members for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Section 6225(d)(1) of the Partnership Audit Rules). In the event that the Partnership Representative has not caused the Company to so elect pursuant to Section 6226 of the Partnership Audit Rules, then any “imputed underpayment” (as determined in accordance with Section 6225 of the Partnership Audit Rules) or partnership adjustment that does not give rise to an imputed underpayment shall be apportioned among the Members of the Company for the taxable year in which the adjustment is finalized in such manner as may be necessary (as determined by the Partnership Representative in good faith) so that, to the maximum extent possible, the tax and economic consequences of the imputed underpayment or other partnership adjustment and any associated interest and penalties (any such amount, an “Imputed Underpayment Amount”) are borne by the Members based upon their interests in the Company for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the Partnership Audit

-2-

HCPI/Tennessee, LLC

Rules paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in which the Company holds (or has held) a direct or indirect interest other than through entities treated as corporations for U.S. federal income tax purposes to the extent that the Company bears the economic burden of such amounts, whether by law or contract.

(g)Each Member agrees to indemnify and hold harmless the Company from and against any liability with respect to such Member’s share of any tax deficiency paid or payable by the Company that is allocable to the Member as determined in accordance with the second to last sentence of paragraph (f) above with respect to an audited or reviewed taxable year for which such Member was a member of the Company. The obligations set forth in this paragraph shall survive the termination of any Member’s interest in the Company, the termination of the Agreement and/or the termination, dissolution, liquidation or winding up of the Company, and shall remain binding on each Member for the period of time necessary to resolve with the IRS (or any other applicable taxing authority) all income tax matters relating to the Company and for Members to satisfy their indemnification obligations, if any, pursuant to this Section 1. Any obligation of a Member pursuant to this paragraph shall be implemented through adjustments to any distributions otherwise payable to such Member under the Agreement; provided however, that, at the written request of the Partnership Representative, each Member or former Member may be required to contribute to the Company such Member’s Imputed Underpayment Amount imposed on and paid by the Company; provided further, that if a Member or former Member individually directly pays, pursuant to the Partnership Audit Rules, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Member or former Member. Any amount withheld from distributions pursuant to this paragraph shall be treated as an amount distributed to such Member or former Member for all purposes under this Agreement.

(h)All expenses incurred by the Partnership Representative or Designated Individual in connection with its duties as partnership representative or designated individual, as applicable, shall be expenses of the Company (including, for the avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against the Partnership Representative or Designated Individual, as applicable, except to the extent the Partnership Representative or Designated Individual is determined to have performed its duties in the manner described in the final sentence of this paragraph), and the Company shall reimburse and indemnify the Partnership Representative or Designated Individual, as applicable, for all such expenses and costs. Nothing herein shall be construed to restrict the Partnership Representative or Designated Individual from engaging lawyers, accountants, tax advisers, or other professional advisers or experts to assist the Partnership Representative or Designated Individual in discharging its duties hereunder. Neither the Partnership Representative nor Designated Individual shall be liable to the Company, any Member or any affiliate thereof for any costs or losses to any persons, any diminution in value or any liability whatsoever arising as a result of the performance of its duties pursuant to this Section 1 absent (i) willful breach of any provision of this Section 1 or (ii) bad faith, fraud, gross negligence or willful misconduct on the part of the Partnership Representative or Designated Individual, as applicable.

2.Full Force and Effect. Except as otherwise provided in this Amendment, the Original Agreement shall remain unmodified and shall continue in full force and effect.

-3-

HCPI/Tennessee, LLC

3.Counterparts; Execution by Facsimile or Email. This Amendment may be signed by the parties in two or more counterparts which, when taken together, shall constitute one and the same instrument. This Amendment may also be delivered by facsimile or email transmission (including signatures sent in a PDF document via email) with the same force and effect as if the originally executed copies of this Amendment were delivered to all parties.

[Signature Page Follows]

-4-

HCPI/Tennessee, LLC

IN WITNESS WHEREOF, each of the undersigned has executed this Tax Matters Amendment effective as of the date and year first above written.

HCP, Inc., a Maryland corporation
By: /s/ Paul Y. Jin            
Paul Y. Jin, Vice President - Tax

/s/ A. Daniel Weyland        
A. Daniel Weyland

/s/ Ashley D. Letendre            
Ashley D. Letendre

EX-10.12.1

EXHIBIT 10.12.1

HCP DR MCD, LLC

TAX MATTERS AMENDMENT

THIS TAX MATTERS AMENDMENT (this “Amendment”) is entered into effective as of December 31, 2018, between and among the undersigned (each, a “Member”, and collectively, the “Members”), with respect to the following facts.

R E C I T A L S

A.    The Members previously entered into a limited liability company agreement governing the business and affairs of HCP DR MCD, LLC, a Delaware limited liability company (the “Company”), as may have been amended, supplemented or otherwise modified from time to time prior to the date hereof (the “Original Agreement”).

B.    The Members now desire to amend the Original Agreement with respect to certain tax matters, on the terms and provisions contained herein.

C.    The Original Agreement, as amended by this Amendment, shall hereinafter be referred to as the “Agreement.”

NOW, THEREFORE, in consideration of the covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Members hereby agree as follows:

1.Partnership Representative. The Original Agreement is hereby amended to add the following provisions of this Section 1, which provisions shall govern and control in the event of any conflict with the provisions of the Original Agreement:

(a)As used in this Amendment, the following terms shall mean:

“Code” means the Internal Revenue Code of 1986, as amended from time to time (or any corresponding provisions of succeeding law).

“Partnership Audit Rules” means Subchapter C of Chapter 63 of Subtitle F of the Code, as modified by Section 1101 of the Bipartisan Budget Act of 2015, Pub. L. No. 114-74, and any successor statutes thereto or the Treasury Regulations or other authoritative guidance promulgated thereunder.

“Treasury Regulations” means the Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

(b)HCP, Inc., a Maryland corporation, is hereby designated to serve as the “partnership representative” with respect to the Company, as provided in Section 6223(a) of the Partnership Audit Rules (the “Partnership Representative”). For each taxable year in which the Partnership Representative is an entity, the Company shall appoint the “designated individual” identified by the Partnership Representative to act on behalf of the Partnership Representative (the

HCP DR MCD, LLC

“Designated Individual”) in accordance with the applicable Treasury Regulations. Each Member expressly consents to such designations and agrees that it will execute, acknowledge, deliver, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent.

(c)The Partnership Representative shall have the sole authority to act on behalf of the Company in connection with and make all relevant decisions regarding application of the Partnership Audit Rules, including, but not limited to, any elections under the Partnership Audit Rules or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any proceeding before the Internal Revenue Service (“IRS”).

(d)The Partnership Representative shall provide the Company and all Members with copies of any material notices received by the Partnership Representative in connection with any proceeding or potential adjustment relating to the Company that is subject to the Partnership Audit Rules, and shall use commercially reasonable efforts to keep the Members informed of all such proceedings or potential adjustments.

(e)The Members agree to cooperate in good faith to timely provide information requested by the Partnership Representative as needed to comply with the Partnership Audit Rules, including without limitation to make any elections available to the Company under the Partnership Audit Rules. Each Member agrees that, upon request of the Company, such Member shall take such actions as may be necessary or desirable (as determined by the Partnership Representative) to (i) allow the Company to comply with the provisions of Section 6226 of the Partnership Audit Rules so that any “partnership adjustments” (as defined in Section 6241(2) of the Partnership Audit Rules) are taken into account by the Members and former Members rather than the Company; (ii) use the provisions of Section 6225(c) of the Partnership Audit Rules including, but not limited to, filing amended tax returns with respect to any “reviewed year” (within the meaning of Section 6225(d)(1) of the Partnership Audit Rules) or using the alternative procedure to filing amended returns to reduce the amount of any partnership adjustment otherwise required to be taken into account by the Company; or (iii) otherwise allow the Company and its Members to address and respond to any matters arising under the Partnership Audit Rules.

(f)If any partnership adjustment is determined with respect to the Company, the Partnership Representative may cause the Company to elect pursuant to Section 6226 of the Partnership Audit Rules to have such adjustment passed through to the Members for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Section 6225(d)(1) of the Partnership Audit Rules). In the event that the Partnership Representative has not caused the Company to so elect pursuant to Section 6226 of the Partnership Audit Rules, then any “imputed underpayment” (as determined in accordance with Section 6225 of the Partnership Audit Rules) or partnership adjustment that does not give rise to an imputed underpayment shall be apportioned among the Members of the Company for the taxable year in which the adjustment is finalized in such manner as may be necessary (as determined by the Partnership Representative in good faith) so that, to the maximum extent possible, the tax and economic consequences of the imputed underpayment or other partnership adjustment and any associated interest and penalties (any such amount, an “Imputed Underpayment Amount”) are borne by the Members based upon their interests in the Company for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the Partnership Audit

-2-

HCP DR MCD, LLC

Rules paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in which the Company holds (or has held) a direct or indirect interest other than through entities treated as corporations for U.S. federal income tax purposes to the extent that the Company bears the economic burden of such amounts, whether by law or contract.

(g)Each Member agrees to indemnify and hold harmless the Company from and against any liability with respect to such Member’s share of any tax deficiency paid or payable by the Company that is allocable to the Member as determined in accordance with the second to last sentence of paragraph (f) above with respect to an audited or reviewed taxable year for which such Member was a member of the Company. The obligations set forth in this paragraph shall survive the termination of any Member’s interest in the Company, the termination of the Agreement and/or the termination, dissolution, liquidation or winding up of the Company, and shall remain binding on each Member for the period of time necessary to resolve with the IRS (or any other applicable taxing authority) all income tax matters relating to the Company and for Members to satisfy their indemnification obligations, if any, pursuant to this Section 1. Any obligation of a Member pursuant to this paragraph shall be implemented through adjustments to any distributions otherwise payable to such Member under the Agreement; provided however, that, at the written request of the Partnership Representative, each Member or former Member may be required to contribute to the Company such Member’s Imputed Underpayment Amount imposed on and paid by the Company; provided further, that if a Member or former Member individually directly pays, pursuant to the Partnership Audit Rules, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Member or former Member. Any amount withheld from distributions pursuant to this paragraph shall be treated as an amount distributed to such Member or former Member for all purposes under this Agreement.

(h)All expenses incurred by the Partnership Representative or Designated Individual in connection with its duties as partnership representative or designated individual, as applicable, shall be expenses of the Company (including, for the avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against the Partnership Representative or Designated Individual, as applicable, except to the extent the Partnership Representative or Designated Individual is determined to have performed its duties in the manner described in the final sentence of this paragraph), and the Company shall reimburse and indemnify the Partnership Representative or Designated Individual, as applicable, for all such expenses and costs. Nothing herein shall be construed to restrict the Partnership Representative or Designated Individual from engaging lawyers, accountants, tax advisers, or other professional advisers or experts to assist the Partnership Representative or Designated Individual in discharging its duties hereunder. Neither the Partnership Representative nor Designated Individual shall be liable to the Company, any Member or any affiliate thereof for any costs or losses to any persons, any diminution in value or any liability whatsoever arising as a result of the performance of its duties pursuant to this Section 1 absent (i) willful breach of any provision of this Section 1 or (ii) bad faith, fraud, gross negligence or willful misconduct on the part of the Partnership Representative or Designated Individual, as applicable.

2.Full Force and Effect. Except as otherwise provided in this Amendment, the Original Agreement shall remain unmodified and shall continue in full force and effect.

-3-

HCP DR MCD, LLC

3.Counterparts; Execution by Facsimile or Email. This Amendment may be signed by the parties in two or more counterparts which, when taken together, shall constitute one and the same instrument. This Amendment may also be delivered by facsimile or email transmission (including signatures sent in a PDF document via email) with the same force and effect as if the originally executed copies of this Amendment were delivered to all parties.

[Signature Page Follows]

-4-

HCP DR MCD, LLC

IN WITNESS WHEREOF, each of the undersigned has executed this Tax Matters Amendment effective as of the date and year first above written.

HCP, Inc., a Maryland corporation
By: /s/ Paul Y. Jin                
Paul Y. Jin, Vice President - Tax

TWG Medical, Ltd
By: /s/ Robert J. Wright            
Name: Robert J. Wright
Title: President

/s/s Marvin C. Culbertson, Jr.        
Marvin. C. Culbertson, Jr.

/s/ Allen E. Cullum            
Allen E. Cullum

/s/William Bennett Cullum        
William Bennett Cullum

/s/ Janet Johnson Heutel        
Janet Johnson Heutel

/s/ Clifford J. Osborn            
Clifford J. Osborn

/s/ Carol E. Touchstone        
Carol E. Touchstone

[Signatures Continue on Following Page]

HCP DR MCD, LLC

Wright Williams, Ltd.

By: /s/ Robert J. Wright            
Name: Robert J. Wright
Title: President of TWG, Inc., as General Partner of TWG Medical, Ltd., as General Partner of Wright Williams, Ltd.

/s/ Jesse M. Hellums III        Jesse M. Hellums III

/s/ Robert J. Wright            
Robert J. Wright

/s/ Cynthia J. Hellstern        
Cynthia J. Hellstern

/s/ Mary Ellen Thomas        
Mary Ellen Thomas

EX-10.13.1

EXHIBIT 10.13.1

HCP DR California II, LLC

TAX MATTERS AMENDMENT

THIS TAX MATTERS AMENDMENT (this “Amendment”) is entered into effective as of December 31, 2018, between and among the undersigned (each, a “Member”, and collectively, the “Members”), with respect to the following facts.

R E C I T A L S

A.    The Members previously entered into a limited liability company agreement governing the business and affairs of HCP DR California II, LLC, a Delaware limited liability company (the “Company”), as may have been amended, supplemented or otherwise modified from time to time prior to the date hereof (the “Original Agreement”).

B.    The Members now desire to amend the Original Agreement with respect to certain tax matters, on the terms and provisions contained herein.

C.    The Original Agreement, as amended by this Amendment, shall hereinafter be referred to as the “Agreement.”

NOW, THEREFORE, in consideration of the covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Members hereby agree as follows:

1.Partnership Representative. The Original Agreement is hereby amended to add the following provisions of this Section 1, which provisions shall govern and control in the event of any conflict with the provisions of the Original Agreement:

(a)As used in this Amendment, the following terms shall mean:

“Code” means the Internal Revenue Code of 1986, as amended from time to time (or any corresponding provisions of succeeding law).

“Partnership Audit Rules” means Subchapter C of Chapter 63 of Subtitle F of the Code, as modified by Section 1101 of the Bipartisan Budget Act of 2015, Pub. L. No. 114-74, and any successor statutes thereto or the Treasury Regulations or other authoritative guidance promulgated thereunder.

“Treasury Regulations” means the Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

(b)HCP, Inc., a Maryland corporation, is hereby designated to serve as the “partnership representative” with respect to the Company, as provided in Section 6223(a) of the Partnership Audit Rules (the “Partnership Representative”). For each taxable year in which the Partnership Representative is an entity, the Company shall appoint the “designated individual” identified by the Partnership Representative to act on behalf of the Partnership Representative (the

HCP DR California II, LLC

“Designated Individual”) in accordance with the applicable Treasury Regulations. Each Member expressly consents to such designations and agrees that it will execute, acknowledge, deliver, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent.

(c)The Partnership Representative shall have the sole authority to act on behalf of the Company in connection with and make all relevant decisions regarding application of the Partnership Audit Rules, including, but not limited to, any elections under the Partnership Audit Rules or any decisions to settle, compromise, challenge, litigate or otherwise alter the defense of any proceeding before the Internal Revenue Service (“IRS”).

(d)The Partnership Representative shall provide the Company and all Members with copies of any material notices received by the Partnership Representative in connection with any proceeding or potential adjustment relating to the Company that is subject to the Partnership Audit Rules, and shall use commercially reasonable efforts to keep the Members informed of all such proceedings or potential adjustments.

(e)The Members agree to cooperate in good faith to timely provide information requested by the Partnership Representative as needed to comply with the Partnership Audit Rules, including without limitation to make any elections available to the Company under the Partnership Audit Rules. Each Member agrees that, upon request of the Company, such Member shall take such actions as may be necessary or desirable (as determined by the Partnership Representative) to (i) allow the Company to comply with the provisions of Section 6226 of the Partnership Audit Rules so that any “partnership adjustments” (as defined in Section 6241(2) of the Partnership Audit Rules) are taken into account by the Members and former Members rather than the Company; (ii) use the provisions of Section 6225(c) of the Partnership Audit Rules including, but not limited to, filing amended tax returns with respect to any “reviewed year” (within the meaning of Section 6225(d)(1) of the Partnership Audit Rules) or using the alternative procedure to filing amended returns to reduce the amount of any partnership adjustment otherwise required to be taken into account by the Company; or (iii) otherwise allow the Company and its Members to address and respond to any matters arising under the Partnership Audit Rules.

(f)If any partnership adjustment is determined with respect to the Company, the Partnership Representative may cause the Company to elect pursuant to Section 6226 of the Partnership Audit Rules to have such adjustment passed through to the Members for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Section 6225(d)(1) of the Partnership Audit Rules). In the event that the Partnership Representative has not caused the Company to so elect pursuant to Section 6226 of the Partnership Audit Rules, then any “imputed underpayment” (as determined in accordance with Section 6225 of the Partnership Audit Rules) or partnership adjustment that does not give rise to an imputed underpayment shall be apportioned among the Members of the Company for the taxable year in which the adjustment is finalized in such manner as may be necessary (as determined by the Partnership Representative in good faith) so that, to the maximum extent possible, the tax and economic consequences of the imputed underpayment or other partnership adjustment and any associated interest and penalties (any such amount, an “Imputed Underpayment Amount”) are borne by the Members based upon their interests in the Company for the reviewed year. Imputed Underpayment Amounts also shall include any imputed underpayment within the meaning of Section 6225 of the Partnership Audit

-2-

HCP DR California II, LLC

Rules paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in which the Company holds (or has held) a direct or indirect interest other than through entities treated as corporations for U.S. federal income tax purposes to the extent that the Company bears the economic burden of such amounts, whether by law or contract.

(g)Each Member agrees to indemnify and hold harmless the Company from and against any liability with respect to such Member’s share of any tax deficiency paid or payable by the Company that is allocable to the Member as determined in accordance with the second to last sentence of paragraph (f) above with respect to an audited or reviewed taxable year for which such Member was a member of the Company. The obligations set forth in this paragraph shall survive the termination of any Member’s interest in the Company, the termination of the Agreement and/or the termination, dissolution, liquidation or winding up of the Company, and shall remain binding on each Member for the period of time necessary to resolve with the IRS (or any other applicable taxing authority) all income tax matters relating to the Company and for Members to satisfy their indemnification obligations, if any, pursuant to this Section 1. Any obligation of a Member pursuant to this paragraph shall be implemented through adjustments to any distributions otherwise payable to such Member under the Agreement; provided however, that, at the written request of the Partnership Representative, each Member or former Member may be required to contribute to the Company such Member’s Imputed Underpayment Amount imposed on and paid by the Company; provided further, that if a Member or former Member individually directly pays, pursuant to the Partnership Audit Rules, any such Imputed Underpayment Amount, then such payment shall reduce any offset to distribution or required capital contribution of such Member or former Member. Any amount withheld from distributions pursuant to this paragraph shall be treated as an amount distributed to such Member or former Member for all purposes under this Agreement.

(h)All expenses incurred by the Partnership Representative or Designated Individual in connection with its duties as partnership representative or designated individual, as applicable, shall be expenses of the Company (including, for the avoidance of doubt, any costs and expenses incurred in connection with any claims asserted against the Partnership Representative or Designated Individual, as applicable, except to the extent the Partnership Representative or Designated Individual is determined to have performed its duties in the manner described in the final sentence of this paragraph), and the Company shall reimburse and indemnify the Partnership Representative or Designated Individual, as applicable, for all such expenses and costs. Nothing herein shall be construed to restrict the Partnership Representative or Designated Individual from engaging lawyers, accountants, tax advisers, or other professional advisers or experts to assist the Partnership Representative or Designated Individual in discharging its duties hereunder. Neither the Partnership Representative nor Designated Individual shall be liable to the Company, any Member or any affiliate thereof for any costs or losses to any persons, any diminution in value or any liability whatsoever arising as a result of the performance of its duties pursuant to this Section 1 absent (i) willful breach of any provision of this Section 1 or (ii) bad faith, fraud, gross negligence or willful misconduct on the part of the Partnership Representative or Designated Individual, as applicable.

2.Full Force and Effect. Except as otherwise provided in this Amendment, the Original Agreement shall remain unmodified and shall continue in full force and effect.

-3-

HCP DR California II, LLC

3.Counterparts; Execution by Facsimile or Email. This Amendment may be signed by the parties in two or more counterparts which, when taken together, shall constitute one and the same instrument. This Amendment may also be delivered by facsimile or email transmission (including signatures sent in a PDF document via email) with the same force and effect as if the originally executed copies of this Amendment were delivered to all parties.

[Signature Page Follows]

-4-

HCP DR California II, LLC

IN WITNESS WHEREOF, each of the undersigned has executed this Tax Matters Amendment effective as of the date and year first above written.

HCP, Inc., a Maryland corporation
By: /s/ Paul Y. Jin            
Paul Y. Jin, Vice President - Tax

William P. & Cynthia J. Gallaher Trust dated April 5,1989

By: /s/ William P. Gallaher            
Name: William P. Gallaher
Title: Trustee

The Lin Revocable Living Trust dated May 7, 1999

By: /s/ Josheph G. Lin    
Name: Joseph G. Lin

Title: Trustee

The William R. Mabry III and Cathy L. Mabry Trust Agreement dated July 30, 2009

By: /s/ William Mabry IIIName: Willaim Mabry III
Title: Trustee

Francis J. Connelly Living Trust

By: /s/ Francis J. Connelly            
Name: Francis J. Connelly
Title: Trustee

[Signatures Continue on Following Page]

HCP DR California II, LLC

Shannon A. Connelly Living Trust

By: /s/ Shannon A. Connelly            
Name: Shannon A. Connelly
Title: Trustee

The 1988 Al Coppin Living Trust

By: /s/ Al Coppin            Name: Al Coppin
Title: Trustee

The Richard T. Southern Revocable Trust

By: /s/ Richard T. Southern        Name: Richard T. Southern
Title: Trustee

The Thanh T. Vo Revocable Trust

By: /s/ Thanh T. Vo            
Name: Thanh T. Vo
Title: Trustee

/s/ James A. Meyer            
James A. Meyer

/s/ Marjorie I. Meyer            
Marjorie I. Meyer

Ivy M. Petersen Trust

By: /s/ Ivy M. Petersen        

Name: Ivy M. Petersen

Title: Trustee

/s/ Elaine de Man            
Elaine de Man

[Signature Page Follows]

HCP DR California II, LLC

The Vargas Family Trust

By: /s/ The Vargas Family Trust        
Name: ________________________
Title: Trustee

EX-21.1

EXHIBIT 21.1

HCP Inc.

Subsidiaries

Entity Name	Jurisdiction of Organization or Formation
424 Summit Property, LLC	DE
Abingdon AL Investors, LLC	VA
Abingdon Court Care Limited	United Kingdom
AHP of Nevada, Inc.	NV
AHP of Washington, Inc.	WA
Annapolis Assisted Living, LLC	MD
Appletree Court Care Limited	United Kingdom
ARC Richmond Place Real Estate Holdings, LLC	DE
Ashford PropCo LLC	DE
Aurora HCP, LLC	DE
Bayside Acquisition LLC	DE
Bayside Area Development, LLC	DE
Bond Healthcare Holdings Limited	United Kingdom
Bond Healthcare MidCo Limited	United Kingdom
Bond PropCo Limited	United Kingdom
Brandywine GP, LLC	DE
Brentwood MOB Owners LLC	DE
Bristol Health Investors, LLC	VA
Britannia Biotech Gateway Limited Partnership	DE
Britannia Gateway II Limited Partnership	DE
Britannia Hacienda II Limited Partnership	DE
Britannia Hacienda VIII LLC	DE
Britannia Pointe Grand Limited Partnership	DE
CCRC – Freedom Fairways Golf Course, LLC	DE
CCRC – Freedom Pointe at the Villages, LLC	DE
CCRC – Lake Port Square, LLC	DE
CCRC – Regency Oaks, LLC	DE
CCRC – South Port Square, LLC	DE
CCRC HoldCo – Holland, LLC	DE
CCRC OpCo – Bradenton, LLC	DE
CCRC OpCo – Cypress Village, LLC	DE
CCRC OpCo – Foxwood Springs, LLC	DE
CCRC OpCo – Freedom Square, LLC	DE
CCRC OpCo – Galleria Woods, LLC	DE
CCRC OpCo – Gleannloch Farms, LLC	DE
CCRC OpCo – Holland, LLC	DE
CCRC OpCo – Robin Run, LLC	DE
CCRC OpCo – Sun City Center, LLC	DE

Entity Name	Jurisdiction of Organization or Formation
CCRC OpCo Ventures, LLC	DE
CCRC PropCo – Bradenton, LLC	DE
CCRC PropCo – Brandywine MC, LLC	DE
CCRC PropCo – Cypress Village, LLC	DE
CCRC PropCo – Foxwood Springs, LLC	DE
CCRC PropCo – Freedom Plaza, LLC	DE
CCRC PropCo – Freedom Square, LLC	DE
CCRC PropCo – Galleria Woods, LLC	DE
CCRC PropCo – Gleannloch Farms, LLC	DE
CCRC PropCo – Holland, LLC	DE
CCRC PropCo – Homewood Residence, LLC	DE
CCRC PropCo – LadyLake, LLC	DE
CCRC PropCo – Robin Run, LLC	DE
CCRC PropCo Ventures, LLC	DE
CCRC-Brandywine, LLC	DE
Cedar Court (Cranleigh) Care Limited	United Kingdom
Charles Pavilion Holding, LLC	DE
Chesnut Court Care Limited	United Kingdom
Cindat Ice Portfolio Holding Limited	Cayman
Cindat Ice Portfolio Holding, LP	Cayman
Cindat Ice Portfolio JV GP Limited	Cayman
Cindat Ice Portfolio Lender, LP	Cayman
Clearfield PropCo LLC	DE
Cullman POB II, LLC	DE
Cullman POB Partners I, LLC	DE
Cypress Garden Homes, LLC	DE
Deansgate Lane Management Company Limited	United Kingdom
DSTS, LLC	FL
Durant MOB Manager, LLC	DE
Durant MOB Owner, LLC	DE
East Texas Medical Equity Investors Limited Partnership	TX
Edgewood Assisted Living Center, L.L.C.	MI
Evansville MOB Owners Limited Partnership	DE
FAEC – Kingwood Medical, LLC	DE
FAEC Holdings (Abbey), LLC	DE
FAEC Holdings (Biddeford), LLC	DE
FAEC Holdings (Concord East Epsom Dover), LLC	DE
FAEC Holdings (Concord Horseshoe Commercial), LLC	DE
FAEC Holdings (Concord North Foundry), LLC	DE
FAEC Holdings (EP), LLC	DE
FAEC Holdings (Highlands Ranch), LLC	DE
FAEC Holdings (LA), LLC	DE
FAEC Holdings (Ortho Ashton), LLC	DE
FAEC Holdings (Ortho Shallotte), LLC	DE

Entity Name	Jurisdiction of Organization or Formation
FAEC Holdings (Ortho Shipyard), LLC	DE
FAEC Holdings (Riverwalk), LLC	DE
FAEC Holdings (Rockwall), LLC	DE
FAEC Holdings (Slidell), LLC	DE
Faulkner Hinton Suburban I, LLC	KY
Faulkner Hinton Suburban III, LLC	KY
FDG-Vintage Park II Property, LLC	DE
FDG-Vintage Park II, LLC	DE
Foxwood Springs Garden Homes, LLC	DE
FSP-Deer Park, LLC	DE
FSP-Waldwick Holding, LLC	DE
FSP-Waldwick Property, LLC	DE
Ft. Worth-Cal Associates, LLC	CA
Hacienda Stoneridge II Incorporated	DE
Hayden Campus TRS LLC	DE
Hayward Point Eden I Limited Partnership	DE
HC AL Investors, LLC	VA
HCP – AM/Colorado, LLC	DE
HCP – AM/Florida, LLC	DE
HCP – AM/Illinois, LLC	DE
HCP – AM/Tennessee, LLC	DE
HCP – AM/Texas, LLC	DE
HCP (HI), Inc.	HI
HCP 101 Cambridgepark Drive Member, LLC	DE
HCP 1101 Madison MOB, LLC	DE
HCP 3535 Market Street GP, LLC	DE
HCP 3535 Market Street, LP	DE
HCP 600 Broadway MOB, LLC	DE
HCP 833 Chestnut, LLC	DE
HCP Abingdon AL, LLC	VA
HCP Abingdon AL, LP	TX
HCP Acquisitions, LLC	DE
HCP Albuquerque NM OpCo, LLC	DE
HCP Altamonte Springs, LLC	DE
HCP Arlington VA OpCo, LLC	DE
HCP Arnold MOB, LLC	DE
HCP Asia Investments, LLC	DE
HCP Atrium MOB LLC	DE
HCP Aur1 California A Pack, LLC	DE
HCP Beaumont TX OpCo, LLC	DE
HCP Beckett Lake, LLC	DE
HCP Bellevue WA OpCo, LLC	DE
HCP Bethesda MD OpCo, LLC	DE
HCP Beverly Hills CA OpCo, LLC	DE

Entity Name	Jurisdiction of Organization or Formation
HCP Biotech Gateway Incorporated	DE
HCP Birmingham Portfolio, LLC	DE
HCP Boca Raton FL OpCo, LLC	DE
HCP Boynton Beach FL OpCo, LLC	DE
HCP Boynton Beach, LLC	DE
HCP Briargate MOB, LLC	DE
HCP Brofin Holdings, LLC	DE
HCP Brofin Properties, LLC	DE
HCP Brooklyn NY OpCo, LLC	DE
HCP BTC, LLC	DE
HCP Buford GA OpCo, LLC	DE
HCP Callan Road, LLC	DE
HCP Cambridgepark Drive Member, LLC	DE
HCP Canton GA OpCo, LLC	DE
HCP Carrollwood, LLC	DE
HCP CH1 Saddle River, LLC	DE
HCP Cherry Hill NJ OpCo, LLC	DE
HCP Chino Hills, L.P.	DE
HCP Cincinnati OH OpCo, LLC	DE
HCP Clearlake OpCo, LLC	DE
HCP Clearwater, LLC	DE
HCP Coconut Creek FL OpCo, LLC	DE
HCP Columbia MD OpCo, LLC	DE
HCP Coosa MOB, LLC	DE
HCP Cresskill NJ OpCo, LLC	DE
HCP Crosswood II, Inc.	DE
HCP Crosswood, Inc.	DE
HCP CRS1 2801 Denton TX GP, LLC	DE
HCP CRS1 2801 Denton TX, LP	DE
HCP CRS1 Delphis Lead Lender Partner 1, Inc.	DE
HCP CRS1 Delphis Lead Lender Partner 2, Inc.	DE
HCP CRS1 Delphis Lead Lender, LP	DE
HCP CRS2 Cleveland OH GP, LLC	DE
HCP CRS2 Cleveland OH, LP	DE
HCP CRS2 Fresno CA GP, LLC	DE
HCP CRS2 Fresno CA, LP	DE
HCP CRS2 GP, LLC	DE
HCP CRS2 Keller – Wylie TX, LLC	DE
HCP CRS2 Ogden UT GP, LLC	DE
HCP CRS2 Ogden UT, LP	DE
HCP CRS2 Plano TX GP, LLC	DE
HCP CRS2 Plano TX, LP	DE
HCP CRS2, LP	DE
HCP CTE, L.P.	DE

Entity Name	Jurisdiction of Organization or Formation
HCP Cy-Fair, LLC	DE
HCP Cypress TX MOB, LLC	DE
HCP DAS Acquisition, LLC	DE
HCP DAS Brentwood CA GP, LLC	DE
HCP DAS Cypress TX GP, LLC	DE
HCP DAS Cypress TX, LP	DE
HCP DAS Evansville IN GP, LLC	DE
HCP DAS GP, LLC	DE
HCP DAS Jackson II MS GP, LLC	DE
HCP DAS Lancaster TX GP, LLC	DE
HCP DAS Lender GP, LLC	DE
HCP DAS Lender, LP	DE
HCP DAS Lexington KY GP, LLC	DE
HCP DAS Marion IL GP, LLC	DE
HCP DAS Nassau Bay TX GP, LLC	DE
HCP DAS Parker CO GP, LLC	DE
HCP DAS Pearland TX GP, LLC	DE
HCP DAS Pearland TX, LP	DE
HCP DAS Pipeline 1, LLC	DE
HCP DAS Scottsdale AZ GP, LLC	DE
HCP DAS Texarkana TX GP, LLC	DE
HCP DAS Towson MD GP, LLC	DE
HCP DAS Towson MD, LP	DE
HCP DAS, LP	DE
HCP Dayton OH OpCo, LLC	DE
HCP Delray Beach FL OpCo, LLC	DE
HCP Delray Beach, LLC	DE
HCP Des Peres MO OpCo, LLC	DE
HCP DR California II, LLC	DE
HCP DR California, LLC	DE
HCP DR MCD, LLC	DE
HCP Dunwoody GA OpCo, LLC	DE
HCP Eastgate LLC	DE
HCP Eby1 Davenport IA, LP	DE
HCP Eby1 GP, LLC	DE
HCP Eby1 Illinois GP, LLC	DE
HCP Eby1 Illinois, LP	DE
HCP Eby1 Iowa GP, LLC	DE
HCP Eby1 Marion IA, LP	DE
HCP Eby1, LP	DE
HCP Eby2 Portage MI, LLC	DE
HCP Eden Manager, LLC	DE
HCP Eden1 Gainesville FL, LLC	DE
HCP Eden1 Jacksonville FL, LLC	DE

Entity Name	Jurisdiction of Organization or Formation
HCP Eden1 Tallahassee FL, LLC	DE
HCP Eden2 A Pack, LLC	DE
HCP Eden2 B Pack, LLC	DE
HCP Eden2 GP, LLC	DE
HCP Eden2 North Carolina GP, LLC	DE
HCP Eden2 North Carolina, LP	DE
HCP Eden2, LP	DE
HCP Edmonds WA OpCo, LLC	DE
HCP EGP, Inc.	DE
HCP Emfin Properties, LLC	DE
HCP Emmons Ave NY OpCo, LLC	DE
HCP EMOH, LLC	DE
HCP ESL Fairborn OH OpCo, LLC	DE
HCP ESL Fairborn OH, LLC	DE
HCP ESL Fort Harrison IN OpCo, LLC	DE
HCP ESL Indiana, LLC	DE
HCP ESL Madison WI OpCo, LLC	DE
HCP ESL Portland OR OpCo, LLC	DE
HCP ESL West Lafayette IN OpCo, LLC	DE
HCP Estates USA Inc.	DE
HCP ETE, L.P.	DE
HCP Fallbrook TX OpCo, LLC	DE
HCP Falls Church VA OpCo, LLC	DE
HCP Fannin Medical Investors, LLC	DE
HCP Farmington Hills MI OpCo, LLC	DE
HCP Florham Park NJ OpCo, LLC	DE
HCP Forbes, LLC	DE
HCP Fortuna OpCo, LLC	DE
HCP Frederick MD OpCo, LLC	DE
HCP Friendswood, LLC	DE
HCP Fund Management, LLC	DE
HCP Fund, L.P.	DE
HCP FW TX OpCo, LLC	DE
HCP Gen Lender, LLC	DE
HCP Germantown, LLC	DE
HCP Glastonbury CT OpCo, LLC	DE
HCP GP/Colorado, LLC	DE
HCP Gray Street MOB, LLC	DE
HCP Greensboro NC OpCo, LLC	DE
HCP Greenville SC MOB 1, LLC	DE
HCP Greenville SC MOB 2, LLC	DE
HCP Hazel Creek, LLC	DE
HCP HB2 Carrington-Cherry Hills, LLC	DE
HCP HB2 Emerald Bay Manor, LLC	DE

Entity Name	Jurisdiction of Organization or Formation
HCP HB2 Greenwich-East West Bay-Olympia Fields, LLC	DE
HCP HB2 Heritage Palmeras, LLC	DE
HCP HB2 Herons Run, LLC	DE
HCP HB2 Manor-Pointe Newport Place, LLC	DE
HCP HB2 North Bay Manor, LLC	DE
HCP HB2 Park at Golf Mill, LLC	DE
HCP HB2 Park at Vernon Hills, LLC	DE
HCP HB2 Pinecrest Place, LLC	DE
HCP HB2 Prosperity Oaks, LLC	DE
HCP HB2 Sakonnet Bay Manor, LLC	DE
HCP HB2 South Bay Manor, LLC	DE
HCP HB2 Waterside Retirement Estates, LLC	DE
HCP HB3 Clear Lake, LLC	DE
HCP HB3 First Colony, LLC	DE
HCP HB3 Spring Shadows Place, LLC	DE
HCP HB3 Terrace Memorial City, LLC	DE
HCP HB3 Terrace West, LLC	DE
HCP HB3 Willowbrook, LLC	DE
HCP Hoke, LLC	VA
HCP Hoke, LP	TX
HCP Hyde Park TRS, LLC	DE
HCP Insurance TRS, LLC	DE
HCP Irvine CA OpCo, LLC	DE
HCP Irving, LLC	DE
HCP Jackson Central Investors, LLC	DE
HCP Jacksonville, LLC	DE
HCP Jona Dr VA OpCo, LLC	DE
HCP Kenmore WA OpCo, LLC	DE
HCP Kingwood Medical MOB, LLC	DE
HCP Kirkland, LLC	DE
HCP Lake Granbury Investors, LLC	DE
HCP Lakeview MOB, LLC	DE
HCP Lancaster MOB, LLC	DE
HCP Lantana FL OpCo, LLC	DE
HCP Lee AL, LLC	VA
HCP Lee AL, LP	TX
HCP Leesburg VA OpCo, LLC	DE
HCP Life Science Assets TRS, LLC	DE
HCP Life Science Development, LLC	DE
HCP Life Science Estates, Inc.	DE
HCP Life Science REIT, Inc.	MD
HCP Life Science Services TRS, LLC	DE
HCP Life Science TRS, LLC	DE
HCP Lilburn GA OpCo, LLC	DE

Entity Name	Jurisdiction of Organization or Formation
HCP Louisville KY OpCo, LLC	DE
HCP Louisville, Inc.	DE
HCP LS Brisbane, LLC	DE
HCP LS Carlsbad, LLC	DE
HCP LS Poway I, LLC	DE
HCP LS Poway II, LLC	DE
HCP LS Poway III, LLC	DE
HCP LS Redwood City, LLC	DE
HCP LSE Property Manager, LLC	DE
HCP MA1 GP, LLC	DE
HCP MA1, LP	DE
HCP MA2 California, LP	DE
HCP MA2 GP Holding, LLC	DE
HCP MA2 Massachusetts, LP	DE
HCP MA2 Ohio, LP	DE
HCP MA2 Oklahoma, LP	DE
HCP MA2, LP	DE
HCP MA3 A Pack GP, LLC	DE
HCP MA3 A Pack, LP	DE
HCP MA3 California, LP	DE
HCP MA3 GP Holding, LLC	DE
HCP MA3 Pennsylvania, LP	DE
HCP MA3 South Carolina, LP	DE
HCP MA3 Virginia, LP	DE
HCP MA3 Washington, LP	DE
HCP MA3, LP	DE
HCP MA4 Cleveland OH, LP	DE
HCP MA4 Columbia MD, LP	DE
HCP MA4 Dayton OH, LP	DE
HCP MA4 Dunwoody GA, LP	DE
HCP MA4 Florham Park NJ, LP	DE
HCP MA4 GP Cleveland OH, LLC	DE
HCP MA4 GP Columbia MD, LLC	DE
HCP MA4 GP Dayton OH, LLC	DE
HCP MA4 GP Dunwoody GA, LLC	DE
HCP MA4 GP Florham Park NJ, LLC	DE
HCP MA4 GP Florida Holding, LLC	DE
HCP MA4 GP Greensboro NC, LLC	DE
HCP MA4 GP Kansas City KS, LLC	DE
HCP MA4 GP Northville MI, LLC	DE
HCP MA4 GP Omaha NE, LLC	DE
HCP MA4 GP Rockville MD, LLC	DE
HCP MA4 GP St. Charles IL, LLC	DE
HCP MA4 GP West Orange NJ, LLC	DE

Entity Name	Jurisdiction of Organization or Formation
HCP MA4 GP Wheaton IL, LLC	DE
HCP MA4 GP, LLC	DE
HCP MA4 Greensboro NC, LP	DE
HCP MA4 Kansas City KS, LP	DE
HCP MA4 Northville MI, LP	DE
HCP MA4 Omaha NE, LP	DE
HCP MA4 Rockville MD, LP	DE
HCP MA4 St. Charles IL, LP	DE
HCP MA4 Tampa FL, LP	DE
HCP MA4 West Orange NJ, LP	DE
HCP MA4 Wheaton IL, LP	DE
HCP MA4, LP	DE
HCP Macon, LLC	VA
HCP Macon, LP	TX
HCP Madison NJ OpCo, LLC	DE
HCP Manahawkin NJ OpCo, LLC	DE
HCP Manchester PropCo Limited	United Kingdom
HCP Manchester SubCo Limited	United Kingdom
HCP MCD TRS, LLC	DE
HCP Medical Office Buildings I, LLC	DE
HCP Medical Office Buildings II, LLC	DE
HCP Medical Office Buildings Trust	MD
HCP Medical Office Buildings, LLC	DE
HCP Medical Office Portfolio, LLC	DE
HCP Mercer Island WA OpCo, LLC	DE
HCP Milton Medical Equity Investors, LLC	DE
HCP MOB Centerpoint LLC	DE
HCP MOB Evanston LLC	DE
HCP MOB Jordan Valley II LLC	DE
HCP MOB Jordan Valley LLC	DE
HCP MOB K.C. Imaging LLC	DE
HCP MOB Life Center LLC	DE
HCP MOB Lone Peak LLC	DE
HCP MOB Member, LLC	DE
HCP MOB Mesquite LLC	DE
HCP MOB Miami, LLC	DE
HCP MOB Property Manager, LLC	DE
HCP MOB Scottsdale LLC	DE
HCP MOB Texas, LLC	DE
HCP MOB, Inc.	DE
HCP Monterrey Holdings, LLC	DE
HCP Monterrey, LLC	DE
HCP Mooresville NC OpCo, LLC	DE
HCP MOP 1110 Irving TX, LP	DE

Entity Name	Jurisdiction of Organization or Formation
HCP MOP 1411 Aurora CO GP, LLC	DE
HCP MOP 1411 Aurora CO, LP	DE
HCP MOP 1421 Aurora CO GP, LLC	DE
HCP MOP 1421 Aurora CO, LP	DE
HCP MOP 7200 Irving TX, LP	DE
HCP MOP A Pack GP, LLC	DE
HCP MOP California, LP	DE
HCP MOP Columbia MD GP, LLC	DE
HCP MOP Columbia MD, LP	DE
HCP MOP Denver CO GP, LLC	DE
HCP MOP Denver CO, LP	DE
HCP MOP Fairfax VA, LP	DE
HCP MOP GP, LLC	DE
HCP MOP Houston TX, LLC	DE
HCP MOP Member, LLC	DE
HCP MOP, LP	DE
HCP Mount Vernon IL OpCo, LLC	DE
HCP Mount Vernon IL, LLC	DE
HCP NE Retail, LLC	DE
HCP NE Tower, LLC	DE
HCP Oak Park, LLC	DE
HCP Ocoee, LLC	DE
HCP Ogden MOB, LLC	DE
HCP Olney OpCo, LLC	DE
HCP Omaha NE OpCo, LLC	DE
HCP Orange NJ OpCo, LLC	DE
HCP Otay Ranch TRS, LLC	DE
HCP Oviedo, LLC	DE
HCP Owasso MOB, LLC	DE
HCP Oyster Point III LLC	DE
HCP Palm Springs OpCo, LLC	DE
HCP Partners, LP	DE
HCP PC1 Brentwood TN, LLC	DE
HCP PC1 Buckhead GA, LLC	DE
HCP PC1 Friendship Heights MD, LLC	DE
HCP PC1 Naples FL, LLC	DE
HCP PC1 New Jersey, LLC	DE
HCP PC1 North Carolina, LLC	DE
HCP PC1 Stamford CT, LLC	DE
HCP PC1 Venice FL, LLC	DE
HCP PC2, LLC	DE
HCP Pearland TX MOB, LLC	DE
HCP Periferico 4338 Holdings, LLC	DE
HCP Periferico 4338, LLC	DE

Entity Name	Jurisdiction of Organization or Formation
HCP Pinellas Park, LLC	DE
HCP Pleasant, LLC	DE
HCP Plymouth MA OpCo, LLC	DE
HCP Plymouth Township MI OpCo, LLC	DE
HCP Point Eden Incorporated	DE
HCP Port Orange FL OpCo, LLC	DE
HCP Port Orange, LLC	DE
HCP Prairie Village KS OpCo, LLC	DE
HCP Queen City, LLC	VA
HCP Queen City, LP	TX
HCP Raleigh NC OpCo, LLC	DE
HCP Remington Oaks MOB, L.P.	DE
HCP Richmond Heights MO OpCo, LLC	DE
HCP RP1-VB, LLC	DE
HCP RSF Portfolio GP, LLC	TX
HCP RSF Portfolio, LLC	DE
HCP Rural Retreat, LLC	VA
HCP Rural Retreat, LP	TX
HCP Saddle River NJ OpCo, LLC	DE
HCP San Antonio TX MOB, LLC	DE
HCP Santa Rosa CA OpCo, LLC	DE
HCP Senior Housing Properties Trust	DE
HCP Senior Housing Properties, LLC	DE
HCP S-H 2014 Member, LLC	DE
HCP S-H 2015 Member, Inc.	DE
HCP S-H 2015 OpCo TRS, LLC	DE
HCP S-H ASL OpCo, LLC	DE
HCP S-H CA OpCo, LLC	DE
HCP SH California, LLC	DE
HCP SH Eldorado Heights, LLC	DE
HCP SH ELP1 Properties, LLC	DE
HCP SH ELP2 Properties, LLC	DE
HCP SH ELP3 Properties, LLC	DE
HCP S-H ESL OpCo, LLC	DE
HCP S-H FM OpCo, LLC	DE
HCP SH Hermiston Terrace, LLC	DE
HCP SH Lassen House, LLC	DE
HCP S-H LCS OpCo, LLC	DE
HCP SH Mountain Laurel, LLC	DE
HCP SH Mountain View, LLC	DE
HCP S-H MRE/HCP OpCo Member, LLC	DE
HCP S-H MRE/HCP PropCo Member, LLC	DE
HCP S-H OpCo TRS, LLC	DE
HCP S-H PropCo, LLC	DE

Entity Name	Jurisdiction of Organization or Formation
HCP SH River Road, LLC	DE
HCP SH River Valley Landing, LLC	DE
HCP SH Sellwood Landing, LLC	DE
HCP S-H SHC OpCo, LLC	DE
HCP S-H Sunrise OpCo HoldCo, LLC	DE
HCP SH Windfield Village, LLC	DE
HCP Shore, LLC	DE
HCP Shorehaven MI OpCo, LLC	DE
HCP SLB Florida, LLC	DE
HCP Slidell Land TRS, LLC	DE
HCP South Buford GA OpCo, LLC	DE
HCP Southwest MOB, LLC	DE
HCP Springs MOB Louisville, LLC	DE
HCP Springtree, LLC	DE
HCP SSF, LLC	DE
HCP St Charles IL OpCo, LLC	DE
HCP St. Augustine, LLC	DE
HCP ST1 Colorado GP, LLC	DE
HCP ST1 Colorado, LP	DE
HCP Sterling VA OpCo, LLC	DE
HCP Stone Oak MOB, L.P.	DE
HCP SU TRS Corp.	DE
HCP Sun1 Beverly Hills CA, LLC	DE
HCP Sun1 Cresskill NJ, LLC	DE
HCP Sun1 Edmonds WA, LLC	DE
HCP Sun1 GP, LLC	DE
HCP Sun1 Lilburn GA, LLC	DE
HCP Sun1 Madison NJ, LLC	DE
HCP Sun1, LP	DE
HCP Sun2 Des Peres MO, LLC	DE
HCP Sun2 Richmond Heights MO, LLC	DE
HCP Sun2 Wilmette IL, LLC	DE
HCP Sunrise FL OpCo, LLC	DE
HCP Tampa FL MOB, LLC	DE
HCP Tampa FL OpCo, LLC	DE
HCP Tesson, LLC	DE
HCP Torrey Pines LLC	DE
HCP Torreyana LLC	DE
HCP Torrington CT OpCo, LLC	DE
HCP TPSP, LLC	DE
HCP TRS LF Lender, LLC	DE
HCP TRS, Inc.	DE
HCP UK Investments (Jersey), Ltd	Jersey
HCP UK Investments Holdings, LLC	DE

Entity Name	Jurisdiction of Organization or Formation
HCP UK Investments Holdings, Ltd	United Kingdom
HCP UK Investments, Ltd	United Kingdom
HCP UK Lender, LP	DE
HCP UK Properties (MMPL), Ltd	United Kingdom
HCP University Center East LLC	DE
HCP University Center West LLC	DE
HCP Ventures II Member, LLC	DE
HCP Ventures II Partner, LLC	DE
HCP Ventures II TRS, LLC	DE
HCP Ventures III, LLC	DE
HCP Ventures IV Member, LLC	DE
HCP Ventures IV, LLC	DE
HCP Ventures IX, LLC	DE
HCP Ventures V Member, LLC	DE
HCP Ventures V TRS, LLC	DE
HCP Ventures V, LLC	DE
HCP Ventures VII, LLC	DE
HCP Ventures VIII, LLC	DE
HCP Veranda, LLC	DE
HCP Vintage Park AL, LLC	DE
HCP Vintage Park II TRS, LLC	DE
HCP Voorhees Township NJ OpCo, LLC	DE
HCP VPI Sorrento II, LLC	DE
HCP Waldwick TRS, LLC	DE
HCP Wekiwa Springs, LLC	DE
HCP Westgate1 Auburn Hills MI, LLC	DE
HCP Westgate1 Sterling Heights MI, LLC	DE
HCP Westlake OH OpCo, LLC	DE
HCP Westminster MD OpCo, LLC	DE
HCP Wheaton IL OpCo, LLC	DE
HCP Wilmette IL OpCo, LLC	DE
HCP Wilson Blvd VA OpCo, LLC	DE
HCP Woodbridge, LLC	DE
HCP Woodlands TX MOB, LLC	DE
HCP Woodside TX OpCo, LLC	DE
HCP Youngstown OH OpCo, LLC	DE
HCP Yreka OpCo, LLC	DE
HCP, Inc.	MD
HCP/King 75 Hayden LLC	DE
HCP/King 87 CPD LLC	DE
HCP/King Hayden Campus LLC	DE
HCP/LFREP Carmichael Owner, LLC	DE
HCP/LFREP Durham Lab, LLC	DE
HCP/LFREP Durham, LLC	DE

Entity Name	Jurisdiction of Organization or Formation
HCP/LFREP Ventures I, LLC	DE
HCP/LFREP Ventures II, LLC	DE
HCP/LS 2011 REIT LLC	DE
HCP-GP/National Corp.	DE
HCPI / Colorado Springs Limited Partnership	DE
HCPI / Kansas Limited Partnership	DE
HCPI / Little Rock Limited Partnership	DE
HCPI / San Antonio Limited Partnership	DE
HCPI / Sorrento, LLC	DE
HCPI / Stansbury, LLC	DE
HCPI / Tennessee, LLC	DE
HCPI / Wesley, LLC	DE
HCPI Mortgage Corp.	DE
HCPI Trust	MD
HCPI/Utah II, LLC	DE
HCPI/Utah, LLC	DE
HCP-Pointe Grand, Incorporated	DE
HCP-Torrey Pines I, Inc.	DE
HCP-Torrey Pines Science Center, Inc.	DE
Health Care Investors III	CA
Highfield (Saffron Walden) Care Limited	United Kingdom
Horizon Bay Hyde Park Equity Owner, LLC	DE
Horizon Bay Hyde Park, L.L.C.	DE
Huntington Terrace PropCo LLC	DE
Jackson HCP, LLC	DE
Jackson II MOB Owners LLC	DE
Kents Hill Care Limited	United Kingdom
Lake Seminole Square, LLC	DE
Lancaster Medical Equity Investors, Ltd.	TX
Lancaster MOB East and West Partners, Ltd.	TX
LASDK Limited Partnership	DE
Lee AL Investors, LLC	VA
Lexington Equity Investors, Ltd	FL
Lexington MOB Partners, Ltd.	FL
Louisiana-Two Associates, LLC	CA
Marion Medical Equity Investors Corporation	FL
Marion Medical Investors, LP	IL
Marion MOB Partners, L.P.	IL
McDowell Mountain Medical Investors, Ltd.	FL
McKinney HCP GP, LLC	DE
McKinney HCP, L.P.	DE
Meadowdome, LLC	MD
Medcap HCPI Development, LLC	DE
MedCap Holding II, LLC	DE

Entity Name	Jurisdiction of Organization or Formation
MedCap Holding III, LLC	DE
MedCap Holding IV, LLC	DE
MedCap Properties I, LLC	DE
Medcap Properties II, LLC	DE
Medcap Properties, LLC	DE
Medical Office Buildings of Alaska, LLC	DE
Medical Office Buildings of California Goodsam, LLC	DE
Medical Office Buildings of California, LLC	DE
Medical Office Buildings of Colorado II, LLC	DE
Medical Office Buildings of Colorado III, LLC	DE
Medical Office Buildings of Colorado, LLC	DE
Medical Office Buildings of Florida, LLC	DE
Medical Office Buildings of Nevada Southern Hills, LLC	DE
Medical Office Buildings of Nevada, LLC	DE
Medical Office Buildings of Osceola, LLC	DE
Medical Office Buildings of Plano, L.P.	DE
Medical Office Buildings of Plantation, LLC	DE
Medical Office Buildings of Reston, LLC	DE
Medical Office Buildings of Tennessee, LLC	DE
Medical Office Buildings of Texas City, LP	DE
Medical Office Buildings of Texas, L.P.	DE
Medical Office Buildings of Utah, LLC	DE
Meridan Fund LLC	DE
MHI Investments, LLC	NC
Mission Springs AL, LLC	DE
MOB 1 of California, LLC	DE
MOB 10 of Florida, LLC	DE
MOB 101 of Texas, L.P.	DE
MOB 103 of Texas, L.P.	DE
MOB 105 of Texas, L.P.	DE
MOB 11 of Florida, LLC	DE
MOB 111 of Texas, L.P.	DE
MOB 122 of Texas, L.P.	DE
MOB 124 of Texas, L.P.	DE
MOB 13 of Florida, LLC	DE
MOB 132 of Alaska, LLC	DE
MOB 135 of Florida, LLC	DE
MOB 139 of Texas, L.P.	DE
MOB 14 of Florida, LLC	DE
MOB 147 of Tennessee, LLC	DE
MOB 17 of Florida, LLC	DE
MOB 2 of Florida, LLC	DE
MOB 3 of Florida, LLC	DE
MOB 46 of Nevada, LLC	DE

Entity Name	Jurisdiction of Organization or Formation
MOB 47 of Nevada, LLC	DE
MOB 48/49 of Nevada, LLC	DE
MOB 50 of Nevada, LLC	DE
MOB 59 of Tennessee, LLC	DE
MOB 65 of Tennessee, LLC	DE
MOB 66 of Tennessee, LLC	DE
MOB 68 of Tennessee, LLC	DE
MOB 69 of Tennessee, LLC	DE
MOB 70 of Tennessee, LLC	DE
MOB 71 of Tennessee, LLC	DE
MOB 72 of Tennessee, LLC	DE
MOB 74 of Tennessee, LLC	DE
MOB 75 of Tennessee, LLC	DE
MOB 77 of Texas, L.P.	DE
MOB 82/85/86 of Texas, L.P.	DE
MOB 83 of Texas, L.P.	DE
MOB 87 of Texas, L.P.	DE
MOB 88 of Texas, L.P.	DE
MOB 90 of Texas, L.P.	DE
MOB 93 of Texas, L.P.	DE
MOB 97 of Texas, L.P.	DE
MOB GP Las Colinas II, LLC	DE
MOB Las Colinas II, L.P.	DE
MOB of Denver 1, LLC	DE
MOB of Denver 2, LLC	DE
MOB of Denver 3, LLC	DE
MOB of Denver 4, LLC	DE
MOB of Denver 5, LLC	DE
MOB of Denver 6, LLC	DE
MOB of Denver 7, LLC	DE
MOB Sky Ridge 1 of Colorado, LLC	DE
MOB Special Member, Inc.	DE
MOB Texas City 1 of Texas, L.P.	DE
MOB/Bay-1 of Florida, LLC	DE
MOB/GP – West Houston, LLC	DE
MOB/GP 101 of Texas, LLC	DE
MOB/GP 103 of Texas, LLC	DE
MOB/GP 105 of Texas, LLC	DE
MOB/GP 111 of Texas, LLC	DE
MOB/GP 122 of Texas, LLC	DE
MOB/GP 124 of Texas, LLC	DE
MOB/GP 139 of Texas, LLC	DE
MOB/GP 77 of Texas, LLC	DE
MOB/GP 82/85/86 of Texas, LLC	DE

Entity Name	Jurisdiction of Organization or Formation
MOB/GP 83 of Texas, LLC	DE
MOB/GP 87 of Texas, LLC	DE
MOB/GP 88 of Texas, LLC	DE
MOB/GP 90 of Texas, LLC	DE
MOB/GP 93 of Texas, LLC	DE
MOB/GP 97 of Texas, LLC	DE
MOB/GP of Plano, LLC	DE
MOB/GP of Texas City, LLC	DE
MOB/GP of Texas, LLC	DE
MOB/GP Texas City 1 of Texas, LLC	DE
MOB/LP of Plano, LLC	DE
MOB/LP of Texas City, LLC	DE
MOB/LP of Texas, LLC	DE
MOB/LP Texas Holding, LLC	DE
MOB-West Houston, L.P.	DE
Oakmont of Chino Hills OpCo, LLC	DE
Oakmont of Escondido Hills OpCo, LLC	DE
Oakmont of Fair Oaks OpCo, LLC	DE
Oakmont of Mariner Point OpCo, LLC	DE
Oakmont of Montecito OpCo, LLC	DE
Oakmont of Roseville OpCo, LLC	DE
Oakmont of Whittier OpCo, LLC	DE
Ocean Acquisition 1, Inc.	MD
Ocean Acquisition 2, LLC	FL
Ocean Acquisition 3, LLC	DE
Ocean TRS, Inc.	DE
Old Henry Healthcare I, LLC	KY
Olympia PropCo LLC	DE
Omaha MOB Investors LLC	FL
Omaha MOB Manager LLC	DE
Omaha MOB Owners LLC	DE
Pace MOB, LLC	AL
Parker MOB Owners LLC	DE
Parkview House Care Limited	United Kingdom
Pikesville Assisted Living, LLC	MD
Queen City Health Investors, LLC	NC
River Oaks MOB Owners LLC	DE
Robin Run Garden Homes, LLC	DE
Santa Rosa I PropCo LLC	DE
Seminole Shores Living Center, L.L.C.	MI
S-H Thirty-Five MOB Properties, LLC	DE
S-H 2014 OpCo TRS, Inc.	DE
S-H Ashford OpCo LLC	DE
S-H Clearfield OpCo LLC	DE

Entity Name	Jurisdiction of Organization or Formation
S-H HCP/LCB OpCo Member, LLC	DE
S-H HCP/LCB OpCo Ventures, LLC	DE
S-H HCP/LCB PropCo Member, LLC	DE
S-H HCP/LCB PropCo Ventures, LLC	DE
S-H HCP/LCB Properties, LLC	DE
S-H Huntington Terrace OpCo LLC	DE
S-H Mid-Atlantic Master Tenant, LLC	DE
S-H Mid-Atlantic OpCo – Ellicott City, LLC	DE
S-H Mid-Atlantic OpCo – Friendship, LLC	DE
S-H Mid-Atlantic OpCo – Laurel, LLC	DE
S-H Mid-Atlantic OpCo – Leesburg, LLC	DE
S-H Mid-Atlantic OpCo – Satyr Hill, LLC	DE
S-H Mid-Atlantic OpCo – Spotsylvania, LLC	DE
S-H Mid-Atlantic OpCo – St. Charles, LLC	DE
S-H Mid-Atlantic OpCo, LLC	DE
S-H Mid-Atlantic PropCo – Ellicott City, LLC	DE
S-H Mid-Atlantic PropCo – Friendship, LLC	DE
S-H Mid-Atlantic PropCo – Laurel, LLC	DE
S-H Mid-Atlantic PropCo – Leesburg, LLC	DE
S-H Mid-Atlantic PropCo – Satyr Hill, LLC	DE
S-H Mid-Atlantic PropCo – Spotsylvania, LLC	DE
S-H Mid-Atlantic PropCo – St. Charles, LLC	DE
S-H Mid-Atlantic PropCo, LLC	DE
S-H MRE/HCP OpCo Ventures II LLC	DE
S-H MRE/HCP OpCo Ventures LLC	DE
S-H MRE/HCP PropCo Ventures II LLC	DE
S-H MRE/HCP PropCo Ventures LLC	DE
S-H Olympia OpCo LLC	DE
S-H OpCo Carrington Pointe, LLC	DE
S-H OpCo Cherry Hills, LLC	DE
S-H OpCo Clear Lake, LLC	DE
S-H OpCo Copperfield Village, LLC	DE
S-H OpCo East Bay Manor, LLC	DE
S-H OpCo First Colony, LLC	DE
S-H OpCo Galleria, LLC	DE
S-H OpCo Germantown, LLC	DE
S-H OpCo Greenwich Bay Manor, LLC	DE
S-H OpCo Heritage Palmeras, LLC	DE
S-H OpCo Herons Run, LLC	DE
S-H OpCo Manor at Newport Place, LLC	DE
S-H OpCo Olympia Fields, LLC	DE
S-H OpCo Park at Golf Mill, LLC	DE
S-H OpCo Park at Vernon Hills, LLC	DE
S-H OpCo Pecan Park, LLC	DE

Entity Name	Jurisdiction of Organization or Formation
S-H OpCo Pinecrest Place, LLC	DE
S-H OpCo Pointe at Newport Place, LLC	DE
S-H OpCo Prosperity Oaks, LLC	DE
S-H OpCo Shavano Park, LLC	DE
S-H OpCo Spring Shadows Place, LLC	DE
S-H OpCo Terrace Memorial City, LLC	DE
S-H OpCo Terrace West, LLC	DE
S-H OpCo Twenty-One TRS, Inc.	DE
S-H OpCo Victoria, LLC	DE
S-H OpCo Vintage Park AL, LLC	DE
S-H OpCo Waterside Retirement Estates, LLC	DE
S-H OpCo West Bay Manor, LLC	DE
S-H OpCo Willowbrook, LLC	DE
S-H Otay Ranch OpCo Ventures, LLC	DE
S-H Otay Ranch OpCo, LLC	DE
S-H Otay Ranch PropCo Ventures, LLC	DE
S-H OSL OpCo HoldCo, LLC	DE
S-H Santa Rosa OpCo, LLC	DE
S-H Thirty-Five OpCo – Altamonte Springs, LLC	DE
S-H Thirty-Five OpCo – Amber Park, LLC	DE
S-H Thirty-Five OpCo – Arvada Meridian, LLC	DE
S-H Thirty-Five OpCo – Bella Vita, LLC	DE
S-H Thirty-Five OpCo – Boulder Meridian, LLC	DE
S-H Thirty-Five OpCo – Clearwater, LLC	DE
S-H Thirty-Five OpCo – Englewood Meridian, LLC	DE
S-H Thirty-Five OpCo – Gayton Terrace, LLC	DE
S-H Thirty-Five OpCo – Graham, LLC	DE
S-H Thirty-Five OpCo – Grand Prairie, LLC	DE
S-H Thirty-Five OpCo – Lake Orienta, LLC	DE
S-H Thirty-Five OpCo – Lake Worth, LLC	DE
S-H Thirty-Five OpCo – Lakewood Meridian, LLC	DE
S-H Thirty-Five OpCo – Lowry, LLC	DE
S-H Thirty-Five OpCo – Lutz, LLC	DE
S-H Thirty-Five OpCo – North Richland Hills, LLC	DE
S-H Thirty-Five OpCo – Operator, LLC	DE
S-H Thirty-Five OpCo – Orange City, LLC	DE
S-H Thirty-Five OpCo – Parkview, LLC	DE
S-H Thirty-Five OpCo – Pocasset, LLC	DE
S-H Thirty-Five OpCo – Port St. Lucie, LLC	DE
S-H Thirty-Five OpCo – Round Rock, LLC	DE
S-H Thirty-Five OpCo – San Antonio, LLC	DE
S-H Thirty-Five OpCo – San Marcos, LLC	DE
S-H Thirty-Five OpCo – Sarasota, LLC	DE
S-H Thirty-Five OpCo – Tamarac Acquisition, LLC	DE

Entity Name	Jurisdiction of Organization or Formation
S-H Thirty-Five OpCo – Tamarac, LLC	DE
S-H Thirty-Five OpCo – Temple Meridian, LLC	DE
S-H Thirty-Five OpCo – Treemont, LLC	DE
S-H Thirty-Five OpCo – Vero Beach, LLC	DE
S-H Thirty-Five OpCo – Waterford, LLC	DE
S-H Thirty-Five OpCo – Westland Meridian, LLC	DE
S-H Thirty-Five OpCo – Wichita Falls, LLC	DE
S-H Thirty-Five OpCo – Willowwood, LLC	DE
S-H Thirty-Five OpCo Ventures, LLC	DE
S-H Thirty-Five PropCo – Altamonte Springs, LLC	DE
S-H Thirty-Five PropCo – Amber Park, LLC	DE
S-H Thirty-Five PropCo – Arvada Meridian, LLC	DE
S-H Thirty-Five PropCo – Bella Vita, LLC	DE
S-H Thirty-Five PropCo – Boulder Meridian, LLC	DE
S-H Thirty-Five PropCo – Englewood Meridian, LLC	DE
S-H Thirty-Five PropCo – Gayton Terrace, LLC	DE
S-H Thirty-Five PropCo – Graham, LLC	WA
S-H Thirty-Five PropCo – Grand Prairie, LLC	WA
S-H Thirty-Five PropCo – Ground Tenant, LLC	DE
S-H Thirty-Five PropCo – Lake Worth, LLC	DE
S-H Thirty-Five PropCo – Lakewood Meridian, LLC	DE
S-H Thirty-Five PropCo – Lowry, LLC	DE
S-H Thirty-Five PropCo – Lutz, LLC	DE
S-H Thirty-Five PropCo – North Richland Hills 1, LLC	WA
S-H Thirty-Five PropCo – North Richland Hills 2, LLC	WA
S-H Thirty-Five PropCo – Orange City, LLC	FL
S-H Thirty-Five PropCo – Parkview, LLC	DE
S-H Thirty-Five PropCo – Pocasset, LLC	DE
S-H Thirty-Five PropCo – Port St. Lucie, LLC	DE
S-H Thirty-Five PropCo – Round Rock, LLC	WA
S-H Thirty-Five PropCo – San Antonio, LLC	WA
S-H Thirty-Five PropCo – San Marcos, LLC	WA
S-H Thirty-Five PropCo – Sarasota, LLC	FL
S-H Thirty-Five PropCo – Tamarac Acquisition, LLC	DE
S-H Thirty-Five PropCo – Tamarac, LLC	DE
S-H Thirty-Five PropCo – Temple Meridian, LLC	DE
S-H Thirty-Five PropCo – Treemont, LLC	DE
S-H Thirty-Five PropCo – Trowbridge, LLC	DE
S-H Thirty-Five PropCo – Vero Beach, LLC	WA
S-H Thirty-Five PropCo – Waterford, LLC	DE
S-H Thirty-Five PropCo – Westland Meridian, LLC	DE
S-H Thirty-Five PropCo – Wichita Falls, LLC	WA
S-H Thirty-Five PropCo – Willowwood, LLC	DE
S-H Thirty-Five PropCo – Woodside Village, LLC	DE

Entity Name	Jurisdiction of Organization or Formation
S-H Thirty-Five PropCo – Wyndham Lakes, LLC	DE
S-H Thirty-Five PropCo Ventures, LLC	DE
S-H Thirty-Five Properties, LLC	DE
S-H Twenty-One OpCo Ventures, LLC	DE
S-H Twenty-One PropCo Ventures, LLC	DE
S-H Twenty-One Properties, LLC	DE
S-H Watertown Square OpCo, LLC	DE
SHAC, LLC	AL
Shavano Park HCP, LLC	DE
SJH Medical Office Partners, Ltd.	TX
SJH Office Equity Investors, Ltd.	TX
Statesboro Associates, LLC	CA
Suburban Connector, LLC	KY
Suburban Properties LLC	KY
Tampa HCP, LLC	DE
Texarkana Medical Equity Investors Corporation	FL
Texarkana Partners Limited	TX
Texas HCP AL, L.P.	DE
Texas HCP G.P., Inc.	DE
Texas HCP Holding, L.P.	DE
Texas HCP Medical G.P., Inc.	DE
Texas HCP Medical Office Buildings, L.P.	DE
Texas HCP, Inc.	MD
Torrey Pines Science Center Limited Partnership	DE
TPSC IV LLC	DE
TPSC IX LLC	DE
TPSC VI LLC	DE
Victoria HCP, LLC	DE
Vintage Park II Member, LLC	DE
Westminster HCP, LLC	DE
Westridge Insurance Company, Inc.	HI

EX-23.1

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements of HCP, Inc. of our reports dated February 14, 2019, relating to the consolidated financial statements and financial statement schedules of HCP, Inc. and subsidiaries (the “Company”) (which report expresses an unqualified opinion and includes an explanatory paragraph regarding the Company’s adoption of Accounting Standards Update (“ASU”) 2017-05 and ASU 2017-01, and the effectiveness of the Company’s internal control over financial reporting, appearing in this Annual Report of HCP, Inc. on Form 10-K, for the year ended December 31, 2018.

We consent to the incorporation by reference in the following Registration Statements:

• Form S-3ASR, File No. 333-225318, related to the unlimited shelf registration of common stock, preferred stock, depository shares, debt securities and warrants;

• Form S-8, File No. 333-195735, related to the HCP, Inc. 2014 Performance Incentive Plan;

• Form S-8, File No. 333-161720, related to the registration of additional securities related to the HCP, Inc. 2006 Performance Incentive Plan, as amended and restated;

• Form S-8, File No. 333-135679, related to the HCP, Inc. 2006 Performance Incentive Plan, as amended and restated;

• Form S-3, File No. 333-99067, related to the registration of shares of common stock to be issued upon conversion of non-managing member interests in HCPI/Utah II, LLC;

• Form S-3, File No. 333-99063, related to the registration of shares of common stock to be issued upon conversion of non-managing member interests in HCPI/Utah, LLC;

• Form S-3, File No. 333-95487, related to the registration of shares of common stock to be issued upon conversion of non-managing member interests in HCPI/Utah, LLC;

• Form S-3, File No. 333-122456, related to the registration of shares of common stock to be issued upon conversion of non-managing member interests in HCPI/Utah II, LLC;

• Form S-3, File No. 333-119469, related to the registration of shares of common stock to be issued upon conversion of non-managing member interests in HCPI/Tennessee, LLC;

• Form S-3, File No. 333-124922, related to the registration of shares of common stock to be issued upon conversion of non-managing member interests in HCPI/Utah, LLC.

/s/ DELOITTE & TOUCHE LLP

Los Angeles, California

February 14, 2019

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Thomas M. Herzog, certify that:

1. I have reviewed this annual report on Form 10-K of HCP, Inc. for the period ended December 31, 2018;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

4
Date: February 14, 2019	/s/ THOMAS M. HERZOG
	Thomas M. Herzog
	President and Chief Executive Officer
	(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Peter A. Scott, certify that:

1. I have reviewed this annual report on Form 10-K of HCP, Inc. for the period ended December 31, 2018;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

4
Date: February 14, 2019	/s/ PETER A. SCOTT
	Peter A. Scott
	Executive Vice President and
	Chief Financial Officer
	(Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of HCP, Inc., a Maryland corporation (the “Company”), hereby certifies, to his knowledge, that:

(i) the accompanying annual report on Form 10-K of the Company for the period ended December 31, 2018 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 14, 2019	/s/ THOMAS M. HERZOG
	Thomas M. Herzog
	President and Chief Executive Officer
	(Principal Executive Officer)

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates it by reference.

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of HCP, Inc., a Maryland corporation (the “Company”), hereby certifies, to his knowledge, that:

(i) the accompanying annual report on Form 10-K of the Company for the period ended December 31, 2018 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 14, 2019	/s/ PETER A. SCOTT
	Peter A. Scott
	Executive Vice President and
	Chief Financial Officer
	(Principal Financial Officer)

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates it by reference.

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Document and Entity Information - USD ($) $ in Billions	12 Months Ended
	Dec. 31, 2018	Feb. 11, 2019	Jun. 30, 2018
Document and Entity Information
Entity Registrant Name	HCP, INC.
Entity Central Index Key	0000765880
Document Type	10-K
Document Period End Date	Dec. 31, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Public Float			$ 8.7
Entity Common Stock, Shares Outstanding		477,771,756
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	FY

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CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Real estate:
Buildings and improvements	$ 10,877,248	$ 11,239,732
Development costs and construction in progress	537,643	447,976
Land	1,637,506	1,785,865
Accumulated depreciation and amortization	(2,842,947)	(2,741,695)
Net real estate	10,209,450	10,731,878
Net investment in direct financing leases	713,818	714,352
Loans receivable, net	62,998	313,326
Investments in and advances to unconsolidated joint ventures	540,088	800,840
Accounts receivable, net of allowance of $5,127 and $4,425, respectively	48,171	40,733
Cash and cash equivalents	110,790	55,306
Restricted cash	29,056	26,897
Intangible assets, net	305,079	410,082
Assets held for sale, net	108,086	417,014
Other assets, net	591,017	578,033
Total assets	12,718,553	14,088,461
LIABILITIES AND EQUITY
Bank line of credit	80,103	1,017,076
Term loan	0	228,288
Senior unsecured notes	5,258,550	6,396,451
Mortgage debt	138,470	144,486
Other debt	90,785	94,165
Intangible liabilities, net	54,663	52,579
Liabilities of assets held for sale, net	1,125	14,031
Accounts payable and accrued liabilities	391,583	401,738
Deferred revenue	190,683	144,709
Total liabilities	6,205,962	8,493,523
Commitments and contingencies
Common stock, $1.00 par value: 750,000,000 shares authorized; 477,496,499 and 469,435,678 shares issued and outstanding, respectively	477,496	469,436
Additional paid-in capital	8,398,847	8,226,113
Cumulative dividends in excess of earnings	(2,927,196)	(3,370,520)
Accumulated other comprehensive income (loss)	(4,708)	(24,024)
Total stockholders' equity	5,944,439	5,301,005
Joint venture partners	391,401	117,045
Non-managing member unitholders	176,751	176,888
Total noncontrolling interests	568,152	293,933
Total equity	6,512,591	5,594,938
Total liabilities and equity	$ 12,718,553	$ 14,088,461

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CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Accounts receivable, allowance, in dollars	$ 5,127	$ 4,425
Common stock, par value, in dollars per share	$ 1.00	$ 1.00
Common stock, shares authorized	750,000,000	750,000,000
Common stock, shares issued	477,496,499	469,435,678
Common stock, shares outstanding	477,496,499	469,435,678

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CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Revenues:
Income from direct financing leases	$ 54,274,000	$ 54,217,000	$ 59,580,000
Interest income	10,406,000	56,237,000	88,808,000
Revenues	1,846,689,000	1,848,378,000	2,129,294,000
Costs and expenses:
Interest expense	266,343,000	307,716,000	464,403,000
Depreciation and amortization	549,499,000	534,726,000	568,108,000
Operating	705,038,000	666,251,000	738,399,000
General and administrative	96,702,000	88,772,000	103,611,000
Transaction costs	10,772,000	7,963,000	9,821,000
Impairments (recoveries), net	55,260,000	166,384,000	0
Total costs and expenses	1,683,614,000	1,771,812,000	1,884,342,000
Other income (expense):
Gain (loss) on sales of real estate, net	925,985,000	356,641,000	164,698,000
Loss on debt extinguishments	(44,162,000)	(54,227,000)	(46,020,000)
Other income (expense), net	13,316,000	31,420,000	3,654,000
Total other income (expense), net	895,139,000	333,834,000	122,332,000
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures	1,058,214,000	410,400,000	367,284,000
Income tax benefit (expense)	17,854,000	1,333,000	(4,473,000)
Equity income (loss) from unconsolidated joint ventures	(2,594,000)	10,901,000	11,360,000
Income (loss) from continuing operations	1,073,474,000	422,634,000	374,171,000
Discontinued operations:
Income before transaction costs and income taxes	0	0	400,701,000
Transaction costs	0	0	(86,765,000)
Income tax benefit (expense)	0	0	(48,181,000)
Total discontinued operations	0	0	265,755,000
Net income (loss)	1,073,474,000	422,634,000	639,926,000
Noncontrolling interests' share in earnings	(12,381,000)	(8,465,000)	(12,179,000)
Net income (loss) attributable to HCP, Inc.	1,061,093,000	414,169,000	627,747,000
Participating securities' share in earnings	(2,669,000)	(1,156,000)	(1,198,000)
Net income (loss) applicable to common shares	$ 1,058,424,000	$ 413,013,000	$ 626,549,000
Basic earnings per common share:
Continuing operations (in dollars per share)	$ 2.25	$ 0.88	$ 0.77
Discontinued operations (in dollars per share)	0.00	0.00	0.57
Net income (loss) applicable to common shares (in dollars per share)	2.25	0.88	1.34
Diluted earnings per common share:
Continuing operations (in dollars per share)	2.24	0.88	0.77
Discontinued operations (in dollars per share)	0.00	0.00	0.57
Net income (loss) applicable to common shares (in dollars per share)	$ 2.24	$ 0.88	$ 1.34
Weighted average shares outstanding:
Basic (in shares)	470,551	468,759	467,195
Diluted (in shares)	475,387	468,935	467,403
Rental and related revenues
Revenues:
Rental and related revenues and resident fees and services	$ 1,237,236,000	$ 1,213,649,000	$ 1,294,071,000
Resident fees
Revenues:
Rental and related revenues and resident fees and services	$ 544,773,000	$ 524,275,000	$ 686,835,000

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 1,073,474	$ 422,634	$ 639,926
Other comprehensive income (loss):
Net unrealized gains (losses) on derivatives	6,025	(11,107)	3,233
Reclassification adjustment realized in net income (loss)	18,088	799	707
Change in Supplemental Executive Retirement Plan obligation and other	561	64	220
Foreign currency translation adjustment	(5,358)	15,862	(3,332)
Total other comprehensive income (loss)	19,316	5,618	828
Total comprehensive income (loss)	1,092,790	428,252	640,754
Total comprehensive income (loss) attributable to noncontrolling interests	(12,381)	(8,465)	(12,179)
Total comprehensive income (loss) attributable to HCP, Inc.	$ 1,080,409	$ 419,787	$ 628,575

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CONSOLIDATED STATEMENTS OF EQUITY - USD ($) shares in Thousands, $ in Thousands		Total	Common Stock	Additional Paid-In Capital	Cumulative Dividends In Excess Of Earnings	Accumulated Other Comprehensive Income (Loss)	Total Stockholders’ Equity	Noncontrolling Interests
Balance at Dec. 31, 2015		$ 9,746,317	$ 465,488	$ 11,647,039	$ (2,738,414)	$ (30,470)	$ 9,343,643	$ 402,674
Balance (in shares) at Dec. 31, 2015			465,488
Increase (Decrease) in Stockholders' Equity
Net income (loss)		639,926			627,747		627,747	12,179
Other comprehensive income (loss)		828				828	828
Issuance of common stock, net		64,177	$ 2,552	61,625			64,177	0
Issuance of common stock, net (in shares)			2,552
Conversion of DownREIT units to common stock		0	$ 145	5,948			6,093	(6,093)
Conversion of DownREIT units to common stock (in shares)			145
Repurchase of common stock		(8,685)	$ (237)	(8,448)			(8,685)
Repurchase of common stock (in shares)			(237)
Exercise of stock options		3,473	$ 133	3,340			3,473
Exercise of stock options (in shares)			133
Amortization of deferred compensation		22,884		22,884			22,884
Common dividends		(979,542)			(979,542)		(979,542)
Distribution of QCP, Inc.		(3,532,763)		(3,532,763)			(3,532,763)
Distributions to noncontrolling interests		(26,347)		(36)			(36)	(26,311)
Issuances of noncontrolling interests		11,834						11,834
Deconsolidation of noncontrolling interests		506		(36)	475		439	67
Purchase of noncontrolling interests		(1,300)		(663)			(663)	(637)
Balance at Dec. 31, 2016		5,941,308	$ 468,081	8,198,890	(3,089,734)	(29,642)	5,547,595	393,713
Balance (in shares) at Dec. 31, 2016			468,081
Increase (Decrease) in Stockholders' Equity
Net income (loss)		422,634			414,169		414,169	8,465
Other comprehensive income (loss)		5,618				5,618	5,618
Issuance of common stock, net		27,353	$ 1,402	25,951			27,353
Issuance of common stock, net (in shares)			1,402
Conversion of DownREIT units to common stock		0	$ 78	2,411			2,489	(2,489)
Conversion of DownREIT units to common stock (in shares)			78
Repurchase of common stock		(4,785)	$ (157)	(4,628)			(4,785)
Repurchase of common stock (in shares)			(157)
Exercise of stock options		768	$ 32	736			768
Exercise of stock options (in shares)			32
Amortization of deferred compensation		14,258		14,258			14,258
Common dividends		(694,955)			(694,955)		(694,955)
Distributions to noncontrolling interests		(26,129)						(26,129)
Issuances of noncontrolling interests		1,615						1,615
Deconsolidation of noncontrolling interests		(58,062)						(58,062)
Purchase of noncontrolling interests		(34,685)		(11,505)			(11,505)	(23,180)
Balance at Dec. 31, 2017		5,594,938	$ 469,436	8,226,113	(3,370,520)	(24,024)	5,301,005	293,933
Balance (in shares) at Dec. 31, 2017			469,436
Increase (Decrease) in Stockholders' Equity
Impact of adoption of ASU No. 2017-05	[1]	79,144			79,144		79,144
Adjusted balance		5,674,082	$ 469,436	8,226,113	(3,291,376)	(24,024)	5,380,149	293,933
Net income (loss)		1,073,474			1,061,093		1,061,093	12,381
Other comprehensive income (loss)		19,316				19,316	19,316
Issuance of common stock, net		215,179	$ 8,078	207,101			215,179
Issuance of common stock, net (in shares)			8,078
Conversion of DownREIT units to common stock		0	$ 3	133			136	$ (136)
Conversion of DownREIT units to common stock (in shares)			3					7,000
Repurchase of common stock		(3,432)	$ (141)	(3,291)			(3,432)
Repurchase of common stock (in shares)			(141)
Exercise of stock options		2,477	$ 120	2,357			2,477
Exercise of stock options (in shares)			120
Amortization of deferred compensation		16,563		16,563			16,563
Common dividends		(696,913)			(696,913)		(696,913)
Distributions to noncontrolling interests		(18,415)						$ (18,415)
Issuances of noncontrolling interests		299,666						299,666
Purchase of noncontrolling interests		(69,406)		(50,129)			(50,129)	(19,277)
Balance at Dec. 31, 2018		$ 6,512,591	$ 477,496	$ 8,398,847	$ (2,927,196)	$ (4,708)	$ 5,944,439	$ 568,152
Balance (in shares) at Dec. 31, 2018			477,496

[1] On January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) No. 2017-05, Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets (“ASU 2017-05”), and recognized the cumulative-effect of adoption to beginning retained earnings. Refer to Note 2 for a detailed impact of adoption.

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CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Statement of Stockholders' Equity [Abstract]
Common dividends, per share (in dollars per share)	$ 1.48	$ 1.480	$ 2.095

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Cash flows from operating activities:
Net income (loss)	$ 1,073,474	$ 422,634	$ 639,926
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	549,499	534,726	568,108
Depreciation and amortization of real estate, in-place lease and other intangibles: Discontinued operations	0	0	4,890
Amortization of deferred compensation	16,563	14,258	22,884
Amortization of deferred financing costs	12,612	14,569	20,014
Straight-line rents	(23,138)	(23,933)	(18,003)
Equity loss (income) from unconsolidated joint ventures	2,594	(10,901)	(11,360)
Distributions of earnings from unconsolidated joint ventures	22,467	44,142	26,492
Lease and management fee termination loss (income), net	0	54,641	0
Deferred income tax expense (benefit)	(18,525)	(5,523)	47,195
Impairments (recoveries), net	55,260	166,384	0
Loss on extinguishment of debt	44,162	54,227	46,020
Loss (gain) on sales of real estate, net	(925,985)	(356,641)	(164,698)
Loss (gain) on consolidation, net	(9,154)	0	0
Casualty-related loss (recoveries), net	0	12,053	0
Loss (gain) on sale of marketable securities	0	(50,895)	0
Other non-cash items	2,569	(2,735)	(2,369)
Decrease (increase) in accounts receivable and other assets, net	5,686	(24,782)	(6,992)
Increase (decrease) in accounts payable and accrued liabilities	40,625	4,817	42,024
Net cash provided by (used in) operating activities	848,709	847,041	1,214,131
Cash flows from investing activities:
Acquisitions of other real estate	(426,080)	(560,753)	(467,162)
Development and redevelopment of real estate	(503,643)	(373,479)	(421,322)
Leasing costs, tenant improvements, and recurring capital expenditures	(106,193)	(115,260)	(91,442)
Proceeds from sales of real estate, net	2,044,477	1,314,325	647,754
Contributions to unconsolidated joint ventures	(12,203)	(46,334)	(10,186)
Distributions in excess of earnings from unconsolidated joint ventures	26,472	37,023	28,366
Proceeds from the RIDEA II transaction, net	335,709	462,242	0
Proceeds from the U.K. JV transaction, net	393,997	0	0
Proceeds from sales/principal repayments on debt investments and direct financing leases	148,024	558,769	231,990
Investments in loans receivable, direct financing leases and other	(71,281)	(30,276)	(273,693)
Purchase of securities for debt defeasance	0	0	(73,278)
Net cash provided by (used in) investing activities	1,829,279	1,246,257	(428,973)
Cash flows from financing activities:
Borrowings under bank line of credit, net	1,823,000	1,244,189	1,108,417
Repayments under bank line of credit	(2,755,668)	(1,150,596)	(540,000)
Proceeds related to QCP Spin-Off, net	0	0	1,685,172
Issuance and borrowings of debt, excluding bank line of credit	223,587	5,395	0
Repayments and repurchase of debt, excluding bank line of credit	(1,604,026)	(1,468,446)	(2,316,774)
Payments for debt extinguishment and deferred financing costs	(41,552)	(51,415)	(54,856)
Issuance of common stock and exercise of options	217,656	28,121	67,650
Repurchase of common stock	(3,432)	(4,785)	(8,685)
Dividends paid on common stock	(696,913)	(694,955)	(979,542)
Issuance of noncontrolling interests	299,666	1,615	11,834
Distributions to and purchase of noncontrolling interests	(82,854)	(57,584)	(27,481)
Net cash provided by (used in) financing activities	(2,620,536)	(2,148,461)	(1,054,265)
Effect of foreign exchanges on cash, cash equivalents and restricted cash	191	376	(1,019)
Net increase (decrease) in cash, cash equivalents and restricted cash	57,643	(54,787)	(270,126)
Cash, cash equivalents and restricted cash, beginning of year	82,203	136,990	407,116
Cash, cash equivalents and restricted cash, end of year	$ 139,846	$ 82,203	$ 136,990

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Business

12 Months Ended

Dec. 31, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Business

Business

Overview

HCP, Inc., an S&P 500 company, is a Maryland corporation that is organized to qualify as a real estate investment trust (“REIT”) which, together with its consolidated entities (collectively, “HCP” or the “Company”), invests primarily in real estate serving the healthcare industry in the United States (“U.S.”). The Company acquires, develops, leases, and manages and disposes of healthcare real estate. The Company’s diverse portfolio is comprised of investments in the following reportable healthcare segments: (i) senior housing triple-net, (ii) senior housing operating portfolio (“SHOP”), (iii) life science and (iv) medical office.

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Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2018

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Use of Estimates

Management is required to make estimates and assumptions in the preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”). These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from management’s estimates.

Principles of Consolidation

The consolidated financial statements include the accounts of HCP, Inc., its wholly-owned subsidiaries, joint ventures and variable interest entities that it controls through voting rights or other means. Intercompany transactions and balances have been eliminated upon consolidation.

The Company is required to continually evaluate its variable interest entity (“VIE”) relationships and consolidate these entities when it is determined to be the primary beneficiary of their operations. A VIE is broadly defined as an entity where either: (i) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support, (ii) substantially all of an entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights, or (iii) the equity investors as a group lack any of the following: (a) the power through voting or similar rights to direct the activities of an entity that most significantly impact the entity’s economic performance, (b) the obligation to absorb the expected losses of an entity, or (c) the right to receive the expected residual returns of an entity. Criterion (iii) above is generally applied to limited partnerships and similarly structured entities by assessing whether a simple majority of the limited partners hold substantive rights to participate in the significant decisions of the entity or have the ability to remove the decision maker or liquidate the entity without cause. If neither of those criteria are met, the entity is a VIE.

The designation of an entity as a VIE should be reassessed upon certain events, including, but not limited to: (i) a change to the terms or in the ability of a party to exercise its participation of kick-out rights, (ii) a change to the capitalization structure of the entity, or (iii) acquisitions or sales of interests that constitute a change in control.

A variable interest holder is considered to be the primary beneficiary of a VIE if it has the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and has the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. The Company qualitatively assesses whether it is (or is not) the primary beneficiary of a VIE. Consideration of various factors include, but is not limited to, its form of ownership interest, its representation on the VIE’s governing body, the size and seniority of its investment, its ability and the rights of other investors to participate in policy making decisions, its ability to manage its ownership interest relative to the other interest holders, and its ability to replace the VIE manager and/or liquidate the entity.

For its investments in joint ventures that are not considered to be VIEs, the Company evaluates the type of ownership rights held by the limited partner(s) that may preclude consolidation by the majority interest holder. The assessment of limited partners’ rights and their impact on the control of a joint venture should be made at inception of the joint venture and continually reassessed.

Revenue Recognition

Lease Classification

At the inception of a new lease arrangement, including new leases that arise from amendments, the Company assesses the terms and conditions to determine the proper lease classification. For leases entered into prior to January 1, 2019, a lease arrangement is classified as an operating lease if none of the following criteria are met: (i) transfer of ownership to the lessee prior to or shortly after the end of the lease term, (ii) lessee has a bargain purchase option during or at the end of the lease term, (iii) the lease term is equal to 75% or more of the underlying property’s economic life, or (iv) the present value of future minimum lease payments (excluding executory costs) is equal to 90% or more of the excess fair value (over retained tax credits) of the leased property. If one of the four criteria is met and the minimum lease payments are determined to be reasonably predictable and collectible, the lease arrangement is generally accounted for as a direct financing lease (“DFL”).

Concurrent with the Company's adoption of Accounting Standards Update ("ASU") No. 2016-02, Leases (“ASU 2016-02”) on January 1, 2019, the Company will begin classifying a lease entered into subsequent to adoption as an operating lease if none of the following criteria are met: (i) transfer of ownership to the lessee by the end of the lease term, (ii) lessee has a purchase option during or at the end of the lease term that it is reasonably certain to exercise, (iii) the lease term is for the major part of the remaining economic life of the underlying asset, (iv) the present value of future minimum lease payments is equal to substantially all of the fair value of the underlying asset, or (v) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the Company at the end of the lease term.

Rental and Related Revenues

The Company commences recognition of rental revenue for operating lease arrangements when the tenant has taken possession or controls the physical use of a leased asset. The tenant is not considered to have taken physical possession or have control of the leased asset until the Company-owned tenant improvements are substantially complete. If a lease arrangement provides for tenant improvements, the Company determines whether the tenant improvements are owned by the tenant or the Company. When the Company is the owner of the tenant improvements, any tenant improvements funded by the tenant are treated as lease payments which are deferred and amortized into income over the lease term. When the tenant is the owner of the tenant improvements, any tenant improvement allowance that is funded by the Company is treated as a lease incentive and amortized as a reduction of revenue over the lease term. Ownership of tenant improvements is determined based on various factors including, but not limited to, the following criteria:

• lease stipulations of how and on what a tenant improvement allowance may be spent;

• which party to the arrangement retains legal title to the tenant improvements upon lease expiration;

• whether the tenant improvements are unique to the tenant or general purpose in nature;

• if the tenant improvements are expected to have significant residual value at the end of the lease term;

• the responsible party for construction cost overruns; and

• which party constructs or directs the construction of the improvements.

Certain leases provide for additional rents that are contingent upon a percentage of the facility’s revenue in excess of specified base amounts or other thresholds. Such revenue is recognized when actual results reported by the tenant or estimates of tenant results, exceed the base amount or other thresholds, and only after any contingency has been removed (when the related thresholds are achieved). This may result in the recognition of rental revenue in periods subsequent to when such payments are received.

Tenant recoveries subject to operating leases generally relate to the reimbursement of real estate taxes, insurance and repairs and maintenance expense. These expenses are recognized as revenue in the period they are incurred. The reimbursements of these expenses are recognized in rental and related revenues, as the Company is generally the primary obligor and, with respect to purchasing goods and services from third party suppliers, has discretion in selecting the supplier and bears the associated credit risk.

For operating leases with minimum scheduled rent increases, the Company recognizes income on a straight line basis over the lease term when collectibility is reasonably assured. Recognizing rental income on a straight line basis results in a difference in the timing of revenue amounts from what is contractually due from tenants. If the Company determines that collectibility of straight line rents is not reasonably assured, future revenue recognition is limited to amounts contractually owed and paid, and, when appropriate, an allowance for estimated losses is established.

Resident Fees and Services

Resident fee revenue is recorded when services are rendered and includes resident room and care charges, community fees and other resident charges. Residency agreements are generally for a term of 30 days to one year, with resident fees billed monthly, in advance. Revenue for certain care related services is recognized as services are provided and is billed monthly in arrears.

Income from Direct Financing Leases

The Company utilizes the direct finance method of accounting to record DFL income. For a lease accounted for as a DFL, the net investment in the DFL represents receivables for the sum of future minimum lease payments and the estimated residual value of the leased property, less the unamortized unearned income. Unearned income is deferred and amortized to income over the lease term to provide a constant yield when collectibility of the lease payments is reasonably assured.

Interest Income

Loans receivable are classified as held-for-investment based on management’s intent and ability to hold the loans for the foreseeable future or to maturity. Loans held-for-investment are carried at amortized cost and reduced by a valuation allowance for estimated credit losses, as necessary. The Company recognizes interest income on loans, including the amortization of discounts and premiums, loan fees paid and received, using the interest method. The interest method is applied on a loan-by-loan basis when collectibility of the future payments is reasonably assured. Premiums and discounts are recognized as yield adjustments over the term of the related loans.

Gain (loss) on sales of real estate, net

The Company recognizes a gain (loss) on sale of real estate when the criteria for an asset to be derecognized are met, which include when: (i) a contract exists, (ii) the buyer obtains control of the asset, and (iii) it is probable that the Company will receive substantially all of the consideration to which it is entitled. These criteria are generally satisfied at the time of sale.

Allowance for Doubtful Accounts

The Company evaluates the liquidity and creditworthiness of its tenants, operators and borrowers on a monthly and quarterly basis. The Company’s evaluation considers industry and economic conditions, individual and portfolio property performance, credit enhancements, liquidity and other factors. The Company’s tenants, borrowers and operators furnish property, portfolio and guarantor/operator-level financial statements, among other information, on a monthly or quarterly basis; the Company utilizes this financial information to calculate the lease or debt service coverages that it uses as a primary credit quality indicator. Lease and debt service coverage information is evaluated together with other property, portfolio and operator performance information, including revenue, expense, net operating income, occupancy, rental rate, reimbursement trends, capital expenditures and EBITDA (defined as earnings before interest, tax, and depreciation and amortization), along with other liquidity measures. The Company evaluates, on a monthly basis or immediately upon a significant change in circumstance, its tenants’, operators’ and borrowers’ ability to service their obligations with the Company.

The Company maintains an allowance for doubtful accounts for straight-line rent receivables resulting from tenants’ inability to make contractual rent and tenant recovery payments or lease defaults. For straight-line rent receivables, the Company’s assessment is based on amounts estimated to be recoverable over the lease term.

In connection with the Company’s quarterly review process or upon the occurrence of a significant event, loans receivable and DFLs (collectively, “Finance Receivables”), are reviewed and assigned an internal rating of Performing, Watch List or Workout. Finance Receivables that are deemed Performing meet all present contractual obligations, and collection and timing, of all amounts owed is reasonably assured. Watch List Finance Receivables are defined as Finance Receivables that do not meet the definition of Performing or Workout. Workout Finance Receivables are defined as Finance Receivables in which the Company has determined, based on current information and events, that: (i) it is probable it will be unable to collect all amounts due according to the contractual terms of the agreement, (ii) the tenant, operator, or borrower is delinquent on making payments under the contractual terms of the agreement and (iii) the Company has commenced action or anticipates pursuing action in the near term to seek recovery of its investment.

Finance Receivables are placed on nonaccrual status when management determines that the collectibility of contractual amounts is not reasonably assured (the asset will have an internal rating of either Watch List or Workout). Further, the Company performs a credit analysis to support the tenant’s, operator’s, borrower’s and/or guarantor’s repayment capacity and the underlying collateral values. The Company uses the cash basis method of accounting for Finance Receivables placed on nonaccrual status unless one of the following conditions exist whereby it utilizes the cost recovery method of accounting: (i) if the Company determines that it is probable that it will only recover the recorded investment in the Finance Receivable, net of associated allowances or charge-offs (if any), or (ii) the Company cannot reasonably estimate the amount of an impaired Finance Receivable. For cash basis method of accounting the Company applies payments received, excluding principal paydowns, to interest income so long as that amount does not exceed the amount that would have been earned under the original contractual terms. For cost recovery method of accounting any payment received is applied to reduce the recorded investment. Generally, the Company returns a Finance Receivable to accrual status when all delinquent payments become current under the terms of the loan or lease agreements and collectibility of the remaining contractual loan or lease payments is reasonably assured.

Allowances are established for Finance Receivables on an individual basis utilizing an estimate of probable losses, if they are determined to be impaired. Finance Receivables are impaired when it is deemed probable that the Company will be unable to collect all amounts due in accordance with the contractual terms of the loan or lease. An allowance is based upon the Company’s assessment of the lessee’s or borrower’s overall financial condition, economic resources, payment record, the prospects for support from any financially responsible guarantors and, if appropriate, the net realizable value of any collateral. These estimates consider all available evidence, including the expected future cash flows discounted at the Finance Receivable’s effective interest rate, fair value of collateral, general economic conditions and trends, historical and industry loss experience, and other relevant factors, as appropriate. Should a Finance Receivable be deemed partially or wholly uncollectible, the uncollectible balance is charged off against the allowance in the period in which the uncollectible determination has been made.

Real Estate

The Company’s real estate acquisitions are generally classified as asset acquisitions for which the Company records identifiable assets acquired, liabilities assumed and any associated noncontrolling interests at cost on a relative fair value basis. In addition, for such asset acquisitions, no goodwill is recognized, third party transaction costs are capitalized and any associated contingent consideration is generally recorded when the contingency is resolved.

The Company assesses fair value based on available market information, such as capitalization and discount rates, comparable sale transactions and relevant per square foot or unit cost information. A real estate asset’s fair value may be determined utilizing cash flow projections that incorporate such market information. Estimates of future cash flows are based on a number of factors including historical operating results, known and anticipated trends, as well as market and economic conditions. The fair value of tangible assets of an acquired property is based on the value of the property as if it is vacant.

The Company records acquired “above and below market” leases at fair value using discount rates which reflect the risks associated with the leases acquired. The amount recorded is based on the present value of the difference between (i) the contractual amounts paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each in-place lease, measured over a period equal to the remaining term of the lease for above market leases and the initial term plus the extended term for any leases with bargain renewal options. Other intangible assets acquired include amounts for in-place lease values that are based on an evaluation of the specific characteristics of each property and the acquired tenant lease(s). Factors considered include estimates of carrying costs during hypothetical expected lease-up periods, market conditions and costs to execute similar leases. In estimating carrying costs, the Company includes estimates of lost rents at market rates during the hypothetical expected lease-up periods, which are dependent on local market conditions and expected trends. In estimating costs to execute similar leases, the Company considers leasing commissions, legal and other related costs.

The Company capitalizes direct construction and development costs, including predevelopment costs, interest, property taxes, insurance and other costs directly related and essential to the development or construction of a real estate asset. The Company capitalizes construction and development costs while substantive activities are ongoing to prepare an asset for its intended use. The Company considers a construction project as substantially complete and held available for occupancy upon the completion of Company-owned tenant improvements, but no later than one year from cessation of significant construction activity. Costs incurred after a project is substantially complete and ready for its intended use, or after development activities have ceased, are expensed as incurred. For redevelopment of existing operating properties, the Company capitalizes the cost for the construction and improvement incurred in connection with the redevelopment.

Costs previously capitalized related to abandoned developments/redevelopments are charged to earnings. Expenditures for repairs and maintenance are expensed as incurred. The Company considers costs incurred in conjunction with re-leasing properties, including tenant improvements and lease commissions, to represent the acquisition of productive assets and, accordingly, such costs are reflected as investing activities in the Company’s consolidated statement of cash flows.

The Company computes depreciation on properties using the straight-line method over the assets’ estimated useful lives. Depreciation is discontinued when a property is identified as held for sale. Buildings and improvements are depreciated over useful lives ranging up to 60 years. Market lease intangibles are amortized primarily to revenue over the remaining noncancellable lease terms and bargain renewal periods, if any. In-place lease intangibles are amortized to expense over the remaining noncancellable lease term and bargain renewal periods, if any.

Concurrent with the Company's adoption of ASU 2016-02 on January 1, 2019, the Company elected to recognize expense associated with short-term leases (those with a noncancellable lease term of 12 months or less) under which the Company is the lessee on a straight-line basis and not recognize those leases on its consolidated balance sheets.

For leases other than short-term operating leases under which the Company is the lessee, such as ground leases and corporate office leases, the Company recognizes a right-of-use asset and related lease liability on its consolidated balance sheet at inception of the lease. The lease liability is calculated as the sum of: (i) the present value of minimum lease payments at lease commencement (discounted using the Company's secured incremental borrowing rate) and (ii) the present value of amounts probable of being paid under any residual value guarantees. The right-of-use asset is calculated as the lease liability, adjusted for the following: (i) any lease payments made to the lessor at or before the commencement date, minus any lease incentives received and (ii) any initial direct costs incurred by the Company.

Impairment of Long-Lived Assets and Goodwill

The Company assesses the carrying value of real estate assets and related intangibles (“real estate assets”) when events or changes in circumstances indicate that the carrying value may not be recoverable. The Company tests its real estate assets for impairment by comparing the sum of the expected future undiscounted cash flows to the carrying value of the real estate assets. The expected future undiscounted cash flows reflect external market factors and are probability-weighted to reflect multiple possible cash-flow scenarios, including selling the assets at various points in the future. Further, the analysis considers the impact, if any, of master lease agreements on cash flows, which are calculated utilizing the lowest level of identifiable cash flows that are largely independent of the cash flows of other assets and liabilities. If the carrying value exceeds the expected future undiscounted cash flows, an impairment loss will be recognized to the extent that the carrying value of the real estate assets exceeds their fair value. If an asset is classified as held for sale, it is reported at the lower of its carrying value or fair value less costs to sell and no longer depreciated.

When testing goodwill for impairment, if the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company recognizes an impairment loss for the amount by which the carrying value, including goodwill, exceeds the reporting unit’s fair value.

Assets Held for Sale and Discontinued Operations

The Company classifies a real estate property as held for sale when: (i) management has approved the disposal, (ii) the property is available for sale in its present condition, (iii) an active program to locate a buyer has been initiated, (iv) it is probable that the property will be disposed of within one year, (v) the property is being marketed at a reasonable price relative to its fair value, and (vi) it is unlikely that the disposal plan will significantly change or be withdrawn.

A discontinued operation represents: (i) a component of an entity or group of components that has been disposed of or is classified as held for sale in a single transaction and represents a strategic shift that has or will have a major effect on the Company’s operations and financial results or (ii) an acquired business that is classified as held for sale on the date of acquisition. Examples of a strategic shift include disposing of: (i) a separate major line of business, (ii) a separate major geographic area of operations, or (iii) other major parts of the Company.

Investments in Unconsolidated Joint Ventures

Investments in entities which the Company does not consolidate, but has the ability to exercise significant influence over the operating and financial policies of, are reported under the equity method of accounting. Under the equity method of accounting, the Company’s share of the investee’s earnings or losses is included in the Company’s consolidated results of operations.

The initial carrying value of investments in unconsolidated joint ventures is based on the amount paid to purchase the joint venture interest, the fair value of assets contributed to the joint venture, or the fair value of the assets prior to the sale of interests in the joint venture. To the extent that the Company’s cost basis is different from the basis reflected at the joint venture level, the basis difference is generally amortized over the lives of the related assets and liabilities, and such amortization is included in the Company’s share of equity in earnings of the joint venture. The Company evaluates its equity method investments for impairment based upon a comparison of the fair value of the equity method investment to its carrying value. When the Company determines a decline in the fair value of an investment in an unconsolidated joint venture below its carrying value is other-than-temporary, an impairment is recorded. The Company recognizes gains on the sale of interests in joint ventures to the extent the economic substance of the transaction is a sale.

The Company’s fair values of its equity method investments are determined based on discounted cash flow models that include all estimated cash inflows and outflows over a specified holding period and, where applicable, any estimated debt premiums or discounts. Capitalization rates, discount rates and credit spreads utilized in these valuation models are based upon assumptions that the Company believes to be within a reasonable range of current market rates for the respective investments.

The Company did not record any impairments of its investments in unconsolidated joint ventures in the statements of operations for the years ended December 31, 2018, 2017 or 2016.

Share-Based Compensation

Compensation expense for share-based awards granted to employees with graded vesting schedules is generally recognized on a straight-line basis over the vesting period. Forfeitures of share-based awards are recognized as they occur.

Cash and Cash Equivalents and Restricted Cash

Cash and cash equivalents consist of cash on hand and short-term investments with original maturities of three months or less when purchased. Restricted cash primarily consists of amounts held by mortgage lenders to provide for (i) real estate tax expenditures, tenant improvements and capital expenditures, (ii) security deposits, and (iii) net proceeds from property sales that were executed as tax-deferred dispositions.

Derivatives and Hedging

During its normal course of business, the Company uses certain types of derivative instruments for the purpose of managing interest rate and foreign currency risk. To qualify for hedge accounting, derivative instruments used for risk management purposes must effectively reduce the risk exposure that they are designed to hedge. In addition, at inception of a qualifying cash flow hedging relationship, the underlying transaction or transactions, must be, and are expected to remain, probable of occurring in accordance with the Company’s related assertions.

The Company recognizes all derivative instruments, including embedded derivatives that are required to be bifurcated, as assets or liabilities in the consolidated balance sheets at fair value. Changes in fair value of derivative instruments that are not designated in hedging relationships or that do not meet the criteria of hedge accounting are recognized in earnings. For derivative instruments designated in qualifying cash flow hedging relationships, changes in fair value related to the effective portion of the derivative instruments are recognized in accumulated other comprehensive income (loss), whereas changes in fair value of the ineffective portion are recognized in earnings.

Using certain of its British pound sterling (“GBP”) denominated debt, the Company applies net investment hedge accounting to hedge the foreign currency exposure from its net investment in GBP-functional unconsolidated subsidiaries. The variability of the GBP-denominated debt due to changes in the GBP to U.S. dollar (“USD”) exchange rate (“remeasurement value”) is recognized as part of the cumulative translation adjustment component of accumulated other comprehensive income (loss).

If it is determined that a derivative instrument ceases to be highly effective as a hedge, or that it is probable the underlying forecasted transaction will not occur, the Company discontinues its cash flow hedge accounting prospectively and records the appropriate adjustment to earnings based on the current fair value of the derivative instrument. For net investment hedge accounting, upon sale or liquidation of the hedged investment, the cumulative balance of the remeasurement value is reclassified to earnings.

Income Taxes

HCP, Inc. has elected REIT status and believes it has always operated so as to continue to qualify as a REIT under Sections 856 to 860 of the Internal Revenue Code of 1986, as amended (the “Code”). Accordingly, HCP, Inc. will generally not be subject to U.S. federal income tax, provided that it continues to qualify as a REIT and makes distributions to stockholders equal to or in excess of its taxable income. In addition, the Company has formed several consolidated subsidiaries that have elected REIT status. HCP, Inc. and its consolidated REIT subsidiaries are each subject to the REIT qualification requirements under the Code. If any REIT fails to qualify as a REIT in any taxable year, it will be subject to federal income taxes at regular corporate rates and may be ineligible to qualify as a REIT for four subsequent tax years.

HCP, Inc. and its consolidated REIT subsidiaries are subject to state, local and foreign income taxes in some jurisdictions, and in certain circumstances each REIT may also be subject to federal excise taxes on undistributed income. In addition, certain activities that the Company undertakes may be conducted by entities which have elected to be treated as taxable REIT subsidiaries (“TRSs”). TRSs are subject to federal, state and local income taxes. The Company recognizes tax penalties relating to unrecognized tax benefits as additional income tax expense. Interest relating to unrecognized tax benefits is recognized as interest expense.

Capital Raising Issuance Costs

Costs incurred in connection with the issuance of common shares are recorded as a reduction of additional paid-in capital. Debt issuance costs related to debt instruments excluding line of credit arrangements are deferred, recorded as a reduction of the related debt liability, and amortized to interest expense over the remaining term of the related debt liability utilizing the effective interest method. Debt issuance costs related to line of credit arrangements are deferred, included in other assets, and amortized to interest expense on a straight-line basis over the remaining term of the related line of credit arrangement.

Penalties incurred to extinguish debt and any remaining unamortized debt issuance costs, discounts and premiums are recognized as income or expense in the consolidated statements of operations at the time of extinguishment.

Segment Reporting

The Company’s reportable segments, based on how it evaluates its business and allocates resources, are as follows: (i) senior housing triple-net, (ii) SHOP, (iii) life science and (iv) medical office.

Noncontrolling Interests

Arrangements with noncontrolling interest holders are assessed for appropriate balance sheet classification based on the redemption and other rights held by the noncontrolling interest holder. Net income (loss) attributable to a noncontrolling interest is included in net income (loss) on the consolidated statements of operations and, upon a gain or loss of control, the interest purchased or sold, and any interest retained, is recorded at fair value with any gain or loss recognized in earnings. The Company accounts for purchases or sales of equity interests that do not result in a change in control as equity transactions.

The Company consolidates non-managing member limited liability companies (“DownREITs”) because it exercises control, and the noncontrolling interests in these entities are carried at cost. The non-managing member limited liability company (“LLC”) units (“DownREIT units”) are exchangeable for an amount of cash approximating the then-current market value of shares of the Company’s common stock or, at the Company’s option, shares of the Company’s common stock (subject to certain adjustments, such as stock splits and reclassifications). Upon exchange of DownREIT units for the Company’s common stock, the carrying amount of the DownREIT units is reclassified to stockholders’ equity.

Foreign Currency Translation and Transactions

Assets and liabilities denominated in foreign currencies that are translated into U.S. dollars use exchange rates in effect at the end of the period, and revenues and expenses denominated in foreign currencies that are translated into U.S. dollars use average rates of exchange in effect during the related period. Gains or losses resulting from translation are included in accumulated other comprehensive income (loss), a component of stockholders’ equity on the consolidated balance sheets. Gains or losses resulting from foreign currency transactions are translated into U.S. dollars at the rates of exchange prevailing at the dates of the transactions. The effects of transaction gains or losses are included in other income (expense), net in the consolidated statements of operations.

Fair Value Measurement

The Company measures and discloses the fair value of nonfinancial and financial assets and liabilities utilizing a hierarchy of valuation techniques based on whether the inputs to a fair value measurement are considered to be observable or unobservable in a marketplace. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. This hierarchy requires the use of observable market data when available. These inputs have created the following fair value hierarchy:

• Level 1—quoted prices for identical instruments in active markets;

• Level 2—quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and

• Level 3—fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The Company measures fair value using a set of standardized procedures that are outlined herein for all assets and liabilities which are required to be measured at fair value. When available, the Company utilizes quoted market prices from an independent third party source to determine fair value and classifies such items in Level 1. In instances where a market price is available, but the instrument is in an inactive or over-the-counter market, the Company consistently applies the dealer (market maker) pricing estimate and classifies the asset or liability in Level 2.

If quoted market prices or inputs are not available, fair value measurements are based upon valuation models that utilize current market or independently sourced market inputs, such as interest rates, option volatilities, credit spreads and/or market capitalization rates. Items valued using such internally-generated valuation techniques are classified according to the lowest level input that is significant to the fair value measurement. As a result, the asset or liability could be classified in either Level 2 or Level 3 even though there may be some significant inputs that are readily observable. Internal fair value models and techniques used by the Company include discounted cash flow models. The Company also considers its counterparty’s and own credit risk for derivative instruments and other liabilities measured at fair value. The Company has elected the mid-market pricing expedient when determining fair value.

Earnings per Share

Basic earnings per common share is computed by dividing net income (loss) applicable to common shares by the weighted average number of shares of common stock outstanding during the period. The Company accounts for unvested share-based payment awards that contain non-forfeitable dividend rights or dividend equivalents (whether paid or unpaid) as participating securities, which are included in the computation of earnings per share pursuant to the two-class method. Diluted earnings per common share is calculated by including the effect of dilutive securities.

Recent Accounting Pronouncements

Adopted

Between May 2014 and February 2017, the Financial Accounting Standards Board (“FASB”) issued four ASUs changing the requirements for recognizing and reporting revenue (together, herein referred to as the “Revenue ASUs”): (i) ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), (ii) ASU No. 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (“ASU 2016-08”), (iii) ASU No. 2016-12, Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”), and (iv) ASU No. 2017-05, Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets (“ASU 2017-05”). ASU 2014-09 provides guidance for revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2016-08 is intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations. ASU 2016-12 provides practical expedients and improvements on the previously narrow scope of ASU 2014-09. ASU 2017-05 clarifies the scope of the FASB’s guidance on nonfinancial asset derecognition and aligns the accounting for partial sales of nonfinancial assets and in-substance nonfinancial assets with the guidance in ASU 2014-09. The Company adopted the Revenue ASUs effective January 1, 2018 and utilized a modified retrospective adoption approach, resulting in a cumulative-effect adjustment to equity of $79 million as of January 1, 2018. Under the Revenue ASUs, the Company also elected to utilize a practical expedient which allows the Company to only reassess contracts that were not completed as of the adoption date, rather than all historical contracts.

As the primary source of revenue for the Company is generated through leasing arrangements, for which timing and recognition of revenue will be the same whether accounted for under the Revenue ASUs or lease accounting guidance (see discussion below), the impact of the Revenue ASUs, upon and subsequent to adoption, is generally limited to the following:

• Prior to the adoption of the Revenue ASUs, the Company recognized a gain on sale of real estate using the full accrual method when collectibility of the sales price was reasonably assured, the Company was not obligated to perform additional activities that may be considered significant, the initial investment from the buyer was sufficient and other profit recognition criteria had been satisfied. The Company deferred all or a portion of a gain on sale of real estate if the requirements for gain recognition were not met at the time of sale. Subsequent to adopting the Revenue ASUs on January 1, 2018, the Company began recognizing a gain on sale of real estate upon transferring control of the asset to the purchaser, which is generally satisfied at the time of sale. In conjunction with its adoption of the Revenue ASUs, the Company reassessed its historical partial sale of real estate transactions to determine which transactions, if any, were not completed contracts (i.e., the transaction did not qualify for sale treatment under previous guidance). The Company concluded that it had one such material transaction, its partial sale of RIDEA II in the first quarter of 2017 (which was not a completed sale under historical guidance as of the Company's adoption date due to a minor obligation related to the interest sold). In accordance with the Revenue ASUs, the Company recorded its retained 40% equity investment at fair value as of the sale date. As a result, the Company recorded an adjustment to equity as of January 1, 2018 (under the modified retrospective transition approach) representing a step-up in the fair value of its equity investment in RIDEA II of $107 million (to a carrying value of $121 million as of January 1, 2018) and a $30 millionimpairment charge to decrease the carrying value to the sales price of the investment (see Note 5). The Company completed the sale of its equity investment in June 2018 and no longer holds an economic interest in RIDEA II.

• The Company generally expects that the new guidance will result in certain transactions qualifying as sales of real estate at an earlier date than under historical accounting guidance.

• The Company, along with its joint venture partners and independent SHOP operators, provide certain ancillary services to SHOP residents that are not contemplated in the lease with each resident (i.e., guest meals, concierge services, pharmacy services, etc.). These services are provided and paid for in addition to the standard services included in each resident lease (i.e., room and board, standard meals, etc.). The Company bills residents for ancillary services one month in arrears and recognizes revenue as the services are provided, as the Company has no continuing performance obligation related to those services. Included within resident fees and services for the years ended December 31, 2018, 2017 and 2016 is $40 million, $38 million and $51 million, respectively, of ancillary service revenue.

Additionally, during the year ended December 31, 2018, the Company adopted the following ASUs:

• ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”) and ASU No. 2018-03, Technical Corrections and Improvements to Financial Instruments - Overall (“ASU 2018-03”). The core principle of the amendments in ASU 2016-01 and ASU 2018-03 involves the measurement of equity investments (except those accounted for under the equity method of accounting or those that result in consolidation) at fair value and the recognition of changes in fair value of those investments during each reporting period in net income (loss). As a result, ASU 2016-01 and ASU 2018-03 eliminate the cost method of accounting for equity securities that do not have readily determinable fair values. Pursuant to the new guidance, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The adoption of ASU 2016-01 and 2018-03 did not have a material impact to the Company's consolidated financial position, results of operations, cash flows, or disclosures.

• ASU No. 2016-16, Intra-Entity Transfers of Assets Other Than Inventory (“ASU 2016-16”). The amendments in ASU 2016-16 require an entity to recognize the income tax consequences of intra-entity transfers of assets, other than inventory, at the time that the transfer occurs. Historical guidance does not require recognition of tax consequences until the asset is eventually sold to a third party. The adoption of ASU 2016-16 did not have a material impact to the Company's consolidated financial position, results of operations, cash flows, or disclosures.

On January 1, 2017 the Company adopted ASU No. 2017-01, Clarifying the Definition of a Business (“ASU 2017-01”) which narrows the FASB’s definition of a business and provides a framework that gives entities a basis for making reasonable judgments about whether a transaction involves an asset, or a group of assets, or a business. ASU 2017-01 states that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or group of similar identifiable assets, the set is not a business. If this initial test is not met, a set cannot be considered a business unless it includes an acquired input and a substantive process that together significantly contribute to the ability to create outputs. In addition, ASU 2017-01 clarifies the requirements for a set of activities to be considered a business and narrows the definition of an output. As a result of prospectively adopting ASU 2017-01, the majority of the Company’s real estate acquisitions subsequent to January 1, 2017 are classified as asset acquisitions for which the Company records identifiable assets acquired, liabilities assumed and any associated noncontrolling interests at cost on a relative fair value basis. In addition, for such asset acquisitions, no goodwill is recognized, third party transaction costs are capitalized and any associated contingent consideration is recorded when the contingency is resolved.

Not Yet Adopted

Leases. In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”). ASU 2016-02 (codified under Accounting Standards Codification (“ASC”) 842) amends the current accounting for leases to: (i) require lessees to put most leases on their balance sheets (not required for short-term leases with lease terms of 12 months or less), but continue recognizing expenses on their income statements in a manner similar to requirements under prior accounting guidance, (ii) eliminate real estate specific lease provisions, and (iii) modify the classification criteria and accounting for sales-type leases for lessors. Additionally, ASU 2016-02 provides a practical expedient, which the Company elected, that allows an entity to not reassess the following upon adoption (must be elected as a group): (i) whether an expired or existing contract contains a lease arrangement, (ii) lease classification related to expired or existing lease arrangements, or (iii) whether costs incurred on expired or existing leases qualify as initial direct costs.

As a result of adopting ASU 2016-02 on January 1, 2019 using the modified retrospective transition approach, the Company will capitalize fewer costs related to the drafting and negotiation of its lease agreements. Additionally, the Company will recognize all of its significant operating leases for which it is the lessee, including corporate office leases, equipment leases, and ground leases, on its consolidated balance sheets through a lease liability and corresponding right-of-use asset. As such, the Company expects to recognize a lease liability between $130 million and $165 million and right-of-use asset between $145 million and $180 million (lease liability, net of the existing accrued straight-line rent liability balance and adjusted for unamortized above/below market ground lease intangibles) during the first quarter of 2019.

Under ASU 2016-02, a practical expedient was offered to lessees to make a policy election, which the Company elected, to not separate lease and nonlease components, but rather account for the combined components as a single lease component under ASC 842. In July 2018, the FASB issued ASU No. 2018-11, Leases - Targeted Improvements (“ASU 2018-11”), which provides lessors with a similar option to elect a practical expedient allowing them to not separate lease and nonlease components in a contract for the purpose of revenue recognition and disclosure. This practical expedient is limited to circumstances in which: (i) the timing and pattern of transfer are the same for the nonlease component and the related lease component and (ii) the lease component, if accounted for separately, would be classified as an operating lease. This practical expedient causes an entity to assess whether a contract is predominantly lease or service based and recognize the entire contract under the relevant accounting guidance (i.e., predominantly lease-based would be accounted for under ASU 2016-02 and predominantly service-based would be accounted for under the Revenue ASUs). The Company elected this practical expedient as well and, as a result, beginning January 1, 2019, the Company will recognize revenue from its senior housing triple-net, medical office, and life science segments under ASC 842 and revenue from its SHOP segment under the Revenue ASUs (codified under ASC 606).

In conjunction with reaching the conclusions above, the Company concluded it was appropriate (under ASC 205, Presentation of Financial Statements) to reclassify amounts previously classified as revenue from tenant recoveries (within the senior housing triple-net, life science, and medical office segments) and present them combined with rental and related revenues within the statements of operations. The Company implemented this change during the fourth quarter of 2018. Included within rental and related revenues for the years ended December 31, 2018, 2017 and 2016 is $157 million, $142 million and $134 million, respectively, of tenant recoveries.

In December 2018, the FASB issued ASU No. 2018-20, Narrow Scope Improvements for Lessors (“ASU 2018-20”), which requires that a lessor: (i) exclude certain lessor costs paid directly by a lessee to third parties on behalf of the lessor from a lessor's measurement of variable lease revenue and associated expense (i.e., no gross up of revenue and expense for these costs), and (ii) include lessor costs that are paid by the lessor and reimbursed by the lessee in the measurement of variable lease revenue and the associated expense (i.e., gross up revenue and expense for these costs). This is consistent with the Company’s current presentation and will not require a material change on January 1, 2019.

Credit Losses. In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 is intended to improve financial reporting by requiring timelier recognition of credit losses on loans and other financial instruments held by financial institutions and other organizations. The amendments in ASU 2016-13 eliminate the “probable” initial threshold for recognition of credit losses in current accounting guidance and, instead, reflect an entity’s current estimate of all expected credit losses over the life of the financial instrument. Previously, when credit losses were measured under current accounting guidance, an entity generally only considered past events and current conditions in measuring the incurred loss. The amendments in ASU 2016-13 broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually. The use of forecasted information incorporates more timely information in the estimate of expected credit loss. ASU 2016-13 is effective for fiscal years, and interim periods within, beginning after December 15, 2019. Early adoption is permitted for fiscal years, and interim periods within, beginning after December 15, 2018. A reporting entity is required to apply the amendments in ASU 2016-13 using a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption. A prospective transition approach is required for debt securities for which an other-than-temporary impairment had been recognized before the effective date. Upon adoption of ASU 2016-13, the Company is required to reassess its financing receivables, including DFLs and loans receivable, and expects that application of ASU 2016-13 may result in the Company recognizing credit losses at an earlier date than would otherwise be recognized under current accounting guidance. The Company is evaluating the impact of the adoption of ASU 2016-13 on January 1, 2020 to its consolidated financial position and results of operations.

The following ASU has been issued, but not yet adopted, and the Company does not expect a material impact to its consolidated financial position, results of operations, cash flows, or disclosures upon adoption:

• ASU No. 2017-12, Targeted Improvements to Accounting for Hedging Activities (“ASU 2017-12”). ASU 2017-12 is effective for fiscal years, including interim periods within, beginning after December 15, 2018 and early adoption is permitted. For cash flow and net investment hedges existing at the date of adoption, a reporting entity must apply the amendments in ASU 2017-12 using the modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption. The presentation and disclosure amendments in ASU 2017-12 must be applied using a prospective approach.

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Master Transactions and Cooperation Agreement with Brookdale

12 Months Ended

Dec. 31, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Master Transaction and Cooperation Agreement with Brookdale

Master Transactions and Cooperation Agreement with Brookdale

Master Transactions and Cooperation Agreement with Brookdale

In November 2017, the Company and Brookdale Senior Living Inc. (“Brookdale”) entered into a Master Transactions and Cooperation Agreement (the “MTCA”) to provide the Company with the ability to significantly reduce its concentration of assets leased to and/or managed by Brookdale (the “Brookdale Transactions”). In connection with the overall transaction pursuant to the MTCA, the Company and Brookdale, and certain of their respective subsidiaries, agreed to the following:

• The Company, which owned 90% of the interests in its RIDEA I and RIDEA III joint ventures with Brookdale at the time the MTCA was executed, agreed to purchase Brookdale’s 10% noncontrolling interest in each joint venture for an aggregate purchase price of $95 million. At the time the MTCA was executed, these joint ventures collectively owned and operated 58 independent living, assisted living, memory care and/or skilled nursing facilities (the “RIDEA Facilities”). The Company completed its acquisitions of the RIDEA III noncontrolling interest for $32 millionin December 2017 and the RIDEA I noncontrolling interest for $63 million in March 2018;

• The Company received the right to sell, or transition to other operators, 32 of the 78 total assets under an Amended and Restated Master Lease and Security Agreement (the “Amended Master Lease”) with Brookdale and 36 of the RIDEA Facilities (and terminate related management agreements with an affiliate of Brookdale without penalty);

• The Company provided an aggregate $5 million annual reduction in rent on three assets, effective January 1, 2018; and

• Brookdale agreed to purchase two of the assets under the Amended Master Lease for $35 million, both of which were sold in April 2018, and four of the RIDEA Facilities for $240 million, one of which was sold in January 2018 for $32 million and the remaining three of which were sold in April 2018 for $208 million.

During the fourth quarter of 2018, the Company sold 19 assets (11 of the 32 senior housing triple-net assets noted above and eight RIDEA Facilities) to a third-party buyer for $377 million. Additionally, during the year ended December 31, 2018, the Company terminated the previous management agreements or leases with Brookdale on 37 assets contemplated under the MTCA and completed the transition of 20 SHOP assets and 17 senior housing triple-net assets to other managers.

Fair Value Measurement Techniques and Quantitative Information

During the fourth quarter of 2017, the Company performed a fair value assessment of each of the MTCA components that provided measurable economic benefit or detriment to the Company. Each fair value calculation is based on an income or market approach and relies on historical and forecasted EBITDAR (defined as earnings before interest, taxes, depreciation, amortization and rent) and revenue, as well as market data, including, but not limited to, a discount rate of 12%, a management fee rate of 5% of revenue, EBITDAR growth rates ranging from zero to 3%, and real estate capitalization rates ranging from 6% to 7%. All assumptions are supported by independent market data and considered to be Level 2 measurements within the fair value hierarchy.

As a result of the assessment, the Company recognized a $20 million net reduction of rental and related revenues related to the right to terminate leases for 32 triple-net assets and the write-off of unamortized lease intangible assets related to those same 32 triple-net assets during the year ended December 31, 2017. Additionally, the Company recognized $35 million of operating expenses related to the right to terminate management agreements for 36 SHOP assets during the year ended December 31, 2017.

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Other Real Estate Property Investments

12 Months Ended

Dec. 31, 2018

Real Estate [Abstract]

Other Real Estate Property Investments

Other Real Estate Property Investments

MSREI MOB JV

In August 2018, the Company and Morgan Stanley Real Estate Investment (“MSREI”) formed a joint venture (the “MSREI JV”) to own a portfolio of medical office buildings ("MOBs"), which the Company owns 51% of and consolidates. To form the joint venture, MSREI contributed cash of $298 million and HCP contributed nine wholly-owned MOBs (the “Contributed Assets”). The Contributed Assets are primarily located in Texas and Florida and were valued at approximately $320 million at the time of contribution. The MSREI JV used substantially all of the cash contributed by MSREI to acquire an additional portfolio of 16 MOBs in Greenville, South Carolina (the “Greenville Portfolio”) for $285 million. Concurrent with acquiring the additional MOBs, the MSREI JV entered into 10-year leases with an anchor tenant on each MOB in the Greenville Portfolio.

The Contributed Assets are accounted for at historical depreciated cost by the Company, as the assets continue to be consolidated. The Greenville Portfolio is accounted for as an asset acquisition, which requires the Company to record the individual components of the acquisition at each component’s relative fair value. As a result, the Company recorded net real estate of $276 million and net intangible assets of $20 million during the year ended December 31, 2018 related to the Greenville Portfolio. Additionally, the Company recognized a noncontrolling interest of $298 million related to the interest owned by MSREI. Refer to Note 19 for a discussion of the Company’s consolidation of the MSREI JV.

Life Science JV Interest Purchase

In November 2018, the Company acquired the outstanding equity interests in three life science joint ventures (which owned four buildings) for $92 million, bringing the Company’s equity ownership to 100% for all three joint ventures. As the Company began consolidating the assets upon acquisition, it derecognized the existing investment in the joint ventures, marked the real estate to fair value (using a relative fair value allocation), and recognized a gain on consolidation of $50 million within other income (expense), net.

Sierra Point Towers Acquisition

In November 2018, the Company entered into definitive agreements to acquire two life science buildings in South San Francisco, California adjacent to the Company’s The Shore at Sierra Point development, for $245 million. The Company made a $15 million nonrefundable deposit upon completing due diligence and expects to close the transaction in the first half of 2019.

Other Real Estate Acquisitions

During the year ended December 31, 2018, the Company acquired development rights on a land parcel in the Boston suburb of Lexington, Massachusetts for $21 million. The Company commenced a life science development on the land in 2018.

Additionally, in January and February 2019, the Company acquired a life science facility for $71 million and development rights at an adjacent undeveloped land parcel for consideration of up to $27 million. The existing facility and land parcel are located in Cambridge, Massachusetts.

2017 Real Estate Acquisitions

The following table summarizes real estate acquisitions for the year ended December 31, 2017 (in thousands):

	Consideration				Assets Acquired
Segment	Cash Paid		Net Liabilities Assumed		Real Estate		Net Intangibles
SHOP	$	44,258	$	797	$	37,940	$	7,115
Life science	315,255		3,524		305,760		13,019
Medical office	201,240		1,104		184,115		18,229
	$	560,753	$	5,425	$	527,815	$	38,363

Construction, Tenant and Other Capital Improvements

The following table summarizes the Company’s expenditures for construction, tenant and other capital improvements (in thousands):

	Year Ended December 31,
Segment	2018		2017		2016
Senior housing triple-net	$	11,311	$	32,343	$	49,109
SHOP	53,389		49,473		74,158
Life science	396,431		240,901		200,122
Medical office	144,694		148,926		128,308
Other	1,361		135		7,203
	$	607,186	$	471,778	$	458,900

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Dispositions of Real Estate and Discontinued Operations

12 Months Ended

Dec. 31, 2018

Discontinued Operations and Disposal Groups [Abstract]

Dispositions of Real Estate and Discontinued Operations

Dispositions of Real Estate and Discontinued Operations

Dispositions of Real Estate

Held for Sale

At December 31, 2018, nine SHOP facilities and one undeveloped life science land parcel were classified as held for sale, with an aggregate carrying value of $108 million, primarily comprised of real estate assets of $101 million, net of accumulated depreciation of $30 million. At December 31, 2017, two senior housing triple-net facilities, four life science facilities and six SHOP facilities were classified as held for sale, with an aggregate carrying value of $417 million, primarily comprised of real estate assets of $393 million, net of accumulated depreciation of $93 million. Liabilities of assets held for sale is primarily comprised of intangible and other liabilities at both December 31, 2018 and 2017.

Shoreline Technology Center

In November 2018, the Company sold its Shoreline Technology Center life science campus located in Mountain View, California for $1.0 billion and recognized a gain on sale of $726 million.

Brookdale MTCA Disposition

As noted in Note 3, during the fourth quarter of 2018, the Company sold 19 assets (11 senior housing triple-net assets and eight SHOP assets) to a third-party for $377 million and recognized a gain on sale of $40 million. Refer to Note 3 for further detail on the Brookdale Transactions.

RIDEA II Sale Transaction

In January 2017, the Company completed the contribution of its ownership interest in RIDEA II to an unconsolidated joint venture owned by HCP and an investor group led by Columbia Pacific Advisors, LLC (“CPA”) (“HCP/CPA PropCo” and “HCP/CPA OpCo,” together, the “HCP/CPA JV”). Also in January 2017, RIDEA II was recapitalized with $602 million of debt, of which $360 million was provided by a third-party and $242 million was provided by HCP. In return for both transaction elements, the Company received combined proceeds of $480 million from the HCP/CPA JV and $242 million in loans receivable and retained an approximately 40% ownership interest in RIDEA II. This transaction resulted in the Company deconsolidating the net assets of RIDEA II and recognizing a net gain on sale of $99 million. Refer to Note 2 for the impact of adopting the Revenue ASUs on January 1, 2018 to the Company’s partial sale of RIDEA II in the first quarter of 2017.

On November 1, 2017, the Company entered into a definitive agreement with an investor group led by CPA to sell its remaining 40% ownership interest in RIDEA II for $91 million and cause CPA to refinance the Company’s $242 million of loans receivable from RIDEA II. The Company completed the transaction in June 2018, resulting in proceeds of $332 million. The Company no longer holds an economic interest in RIDEA II.

U.K. Portfolio

In June 2018, the Company entered into a joint venture with an institutional investor (the “U.K. JV”) through which the Company sold a 51% interest in substantially all United Kingdom (“U.K.”) assets previously owned by the Company (the “U.K. Portfolio”) based on a total value of £382 million ($507 million). The Company retained a 49% noncontrolling interest in the U.K. JV and received gross proceeds of $402 million, including proceeds from the refinancing of the Company’s previously held intercompany loans. Upon closing the U.K. JV, the Company deconsolidated the U.K. Portfolio, recognized its retained noncontrolling interest investment at fair value ($105 million) and recognized a gain on sale of $11 million, net of $17 million of cumulative foreign currency translation reclassified from other comprehensive income (see Note 22 for the reclassification impact of the Company’s hedge of its net investment in the U.K.).The U.K. JV provides numerous mechanisms by which the joint venture partner can acquire the Company’s remaining interest in the U.K. JV. The fair value of the Company’s retained noncontrolling interest investment is based on Level 2 measurements within the fair value hierarchy.

Additionally, in August 2018, the Company sold its remaining £11 million U.K. development loan at par.

2018 Other Dispositions

During the quarter ended March 31, 2018, the Company sold two SHOP assets for $35 million, resulting in total gain on sales of $21 million (includes asset sales to Brookdale as discussed in Note 3 above).

During the quarter ended June 30, 2018, the Company sold eight SHOP assets for $268 million and two senior housing triple-net assets for $35 million, resulting in total gain on sales of $25 million (includes asset sales to Brookdale as discussed in Note 3 above).

During the quarter ended September 30, 2018, the Company sold four life science assets for $269 million, 11 SHOP assets for $76 million and two MOBs for $21 million, resulting in total gain on sales of $95 million.

During the quarter ended December 31, 2018, the Company sold two SHOP facilities for $15 million, two MOBs for $4 million, and one undeveloped land parcel for $3 million, resulting in no material gain or loss on sales.

2017 Dispositions

In January 2017, the Company sold four life science facilities in Salt Lake City, Utah for $76 million, resulting in a net gain on sale of $45 million.

In March 2017, the Company sold 64 senior housing triple-net assets, previously under triple-net leases with Brookdale, for $1.125 billion to affiliates of Blackstone Real Estate Partners VIII, L.P., resulting in a net gain on sale of $170 million.

Additionally, during the year ended December 31, 2017, the Company sold the following: (i) a life science land parcel for $27 million, (ii) one life science building for $5 million, (iii) four senior housing triple-net facilities for $27 million, (iv) five SHOP facilities for $43 million and (v) four MOBs for $15 million, and recorded a net gain on sale of $41 million.

2016 Dispositions

During the year ended December 31, 2016, the Company sold the following: (i) a portfolio of five post-acute/skilled nursing facilities and two senior housing triple-net facilities for $130 million, (ii) five life science facilities for $386 million, (iii) seven senior housing triple-net facilities for $88 million, (iv) three MOBs for $20 million and (v) three SHOP facilities for $41 million.

Discontinued Operations - Quality Care Properties, Inc.

Quality Care Properties, Inc.

On October 31, 2016, the Company completed the spin-off (the “Spin-Off”) of its subsidiary, Quality Care Properties, Inc. (“QCP”). The Spin-Off assets were primarily comprised of the HCR ManorCare, Inc. (“HCRMC”) DFL investments and an equity investment in HCRMC. As a result of the Spin-Off, the operations of QCP are classified as discontinued operations for the year ended December 31, 2016.

On October 17, 2016, subsidiaries of QCP issued $750 million in aggregate principal amount of senior secured notes due 2023 (the “QCP Notes”), the gross proceeds of which were deposited in escrow until they were released in connection with the consummation of the Spin-Off on October 31, 2016. The QCP Notes bear interest at a rate of 8.125% per annum, payable semiannually. From October 17, 2016 until the completion of the Spin-Off, QCP (a then wholly-owned subsidiary of HCP) incurred $2 million in interest expense. In addition, immediately prior to the effectiveness of the Spin-Off, subsidiaries of QCP received $1.0 billion of proceeds from their borrowings under a senior secured term loan, bearing interest at a rate at QCP’s option of either: (i) LIBOR plus 5.25%, subject to a 1% floor or (ii) a base rate specified in the first lien credit and guaranty agreement plus 4.25%, bringing the total gross proceeds raised by QCP and its subsidiaries under those financings to $1.75 billion. In connection with the consummation of the Spin-Off, QCP and its subsidiaries transferred $1.69 billion in cash and 94 million shares of QCP common stock to HCP and certain of its other subsidiaries, and HCP and its applicable subsidiaries transferred the assets comprising the QCP portfolio to QCP and its subsidiaries. HCP then distributed substantially all of the outstanding shares of QCP common stock to its stockholders, based on the distribution ratio of one share of QCP common stock for every five shares of HCP common stock held by HCP stockholders as of the October 24, 2016 record date for the distribution. The Company recorded the distribution of the assets and liabilities of QCP from its consolidated balance sheet on a historical cost basis as a dividend from stockholders’ equity of $3.5 billion, and zero gain or loss was recognized. The Company primarily used the $1.69 billion proceeds of the cash distribution it received from QCP upon consummation of the Spin-Off to pay down certain of the Company’s existing debt obligations.

The Company entered into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”) with QCP in connection with the Spin-Off. The Separation and Distribution Agreement divides and allocates the assets and liabilities of the Company prior to the Spin-Off between QCP and HCP, governs the rights and obligations of the parties regarding the Spin-Off, and contains other key provisions relating to the separation of QCP’s business from HCP.

In connection with the Spin-Off, the Company entered into a Transition Services Agreement ("TSA") with QCP. Per the terms of the TSA, the Company agreed to provide certain administrative and support services to QCP on a transitional basis for established fees. The TSA terminated on October 31, 2017.

From October 31, 2016 through June 2017, HCP was the sole lender to QCP of an unsecured revolving credit facility (the “Unsecured Revolving Credit Facility”) which had a total commitment of $100 million at inception. No amounts were drawn on the Unsecured Revolving Credit Facility and the total commitment was reduced to zero at June 30, 2017.

The results of discontinued operations through October 31, 2016, the Spin-Off date, are included in the consolidated results for the year ended December 31, 2016. Summarized financial information for discontinued operations for the year ended December 31, 2016 is as follows (in thousands):

Revenues:
Rental and related revenues	$	24,204
Income from direct financing leases	384,752
Total revenues	408,956
Costs and expenses:
Depreciation and amortization	(4,892		)
Operating	(3,367		)
General and administrative	(67		)
Transaction costs	(86,765		)
Other income (expense), net	71
Income (loss) before income taxes	313,936
Income tax benefit (expense)	(48,181		)
Total discontinued operations	$	265,755

During the fourth quarter of 2016, using proceeds from the Spin-Off, the Company repaid $500 million of 6.0% senior unsecured notes that were due to mature in January 2017, $600 million of 6.7% senior unsecured notes that were due to mature in January 2018 and $108 million of mortgage debt; incurring aggregate loss on debt extinguishments of $46 million.

HCR ManorCare, Inc. 

Discontinued operations is primarily comprised of QCP’s HCRMC DFL investments and equity investment in HCRMC. During the year ended December 31, 2016, the Company recognized DFL income of $385 million and received cash payments of $385 million from the HCRMC DFL investments. During the year ended December 31, 2016, the Company sold 13 HCRMC facilities for $153 million.

The Company’s acquisition of the HCRMC DFL investments in 2011 was subject to federal and state built-in gain tax of up to $2 billion if all the assets were sold within 10 years. At the time of acquisition, the Company intended to hold the assets for at least 10 years, at which time the assets would no longer be subject to the built-in gain tax. In December 2015, the U.S. Federal Government passed legislation which permanently reduced the holding period, for federal tax purposes, to five years. The Company satisfied the five year holding period requirement in April 2016. This legislation was not extended to certain states, which maintain a 10 year requirement.

During the year ended December 31, 2016, the Company determined that it may sell assets during the next five years and, therefore, recorded a deferred tax liability of $47 million, representing its estimated exposure to state built-in gain tax.

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Leases

12 Months Ended

Dec. 31, 2018

Leases, Capital [Abstract]

Leases

Leases

Net Investment in Direct Financing Leases

The components of net investment in DFLs consisted of the following (dollars in thousands):

	December 31,
	2018			2017
Minimum lease payments receivable	$	1,013,976		$	1,062,452
Estimated residual value	507,484			504,457
Less unearned income	(807,642		)	(852,557		)
Net investment in direct financing leases	$	713,818		$	714,352
Properties subject to direct financing leases	29			29

Certain DFLs contain provisions that allow the tenants to elect to purchase the properties during or at the end of the lease terms for the aggregate initial investment amount plus adjustments, if any, as defined in the lease agreements. Certain leases also permit the Company to require the tenants to purchase the properties at the end of the lease terms.

The following table summarizes future minimum lease payments contractually due under DFLs at December 31, 2018 (in thousands):

Year	Amount
2019	$	114,970
2020	63,308
2021	63,687
2022	58,135
2023	58,570
Thereafter	655,306
	$	1,013,976

Direct Financing Lease Internal Ratings

The following table summarizes the Company’s internal ratings for net investment in DFLs at December 31, 2018 (dollars in thousands):

				Internal Ratings
Segment	Carrying Amount		Percentage of DFL Portfolio	Performing DFLs		Watch List DFLs		Workout DFLs
Senior housing triple-net	$	629,214	88	$	278,503	$	350,711	$	—
Other non-reportable segments	84,604		12	84,604		—		—
	$	713,818	100	$	363,107	$	350,711	$	—

Beginning September 30, 2013, the Company placed a 14 property senior housing DFL (the “DFL Portfolio”) on nonaccrual status and classified the DFL Portfolio on “Watch List” status. The Company determined that the collection of all rental payments was and continues to be no longer reasonably assured; therefore, rental revenue for the DFL Portfolio has been recognized on a cash basis. The Company re-assessed the DFL Portfolio for impairment on December 31, 2018 and determined that the DFL Portfolio was not impaired based on its belief that: (i) it was not probable that it will not collect all of the rental payments under the terms of the lease; and (ii) the fair value of the underlying collateral exceeded the DFL Portfolio’s carrying amount. The fair value of the DFL Portfolio was estimated based on an income approach and utilizes inputs which are considered to be a Level 3 measurement within the fair value hierarchy. Inputs to this valuation model include real estate capitalization rates, industry growth rates, and operating margins, some of which influence the Company’s expectation of future cash flows from the DFL Portfolio and, accordingly, the fair value of its investment. During the years ended December 31, 2018, 2017 and 2016, the Company recognized DFL income of $14 million, $13 million and $13 million, respectively, and received cash payments of $19 million, $18 million and $18 million, respectively, from the DFL Portfolio. The carrying value of the DFL Portfolio was $351 million and $356 million at December 31, 2018 and 2017, respectively.

Operating Leases

Future Minimum Rents

The following table summarizes future minimum lease payments to be received, excluding operating expense reimbursements, from tenants under non-cancelable operating leases as of December 31, 2018 (in thousands):

Year	Amount
2019	$	971,417
2020	928,102
2021	853,451
2022	751,972
2023	675,537
Thereafter	2,320,847
	$	6,501,326

Tenant Purchase Options

Certain leases, including DFLs contain purchase options whereby the tenant may elect to acquire the underlying real estate. Annualized base rent from leases subject to purchase options, summarized by the year the purchase options are exercisable, are as follows (dollars in thousands):

Year	Annualized Base Rent(1)		Number of Properties
2019	$	23,771	10
2020	14,545		4
2021	12,747		6
2022	13,315		3
Thereafter	50,577		34
	$	114,955	57

_______________________________________

(1) Represents the most recent month’s base rent including additional rent floors and cash income from DFLs annualized for 12 months. Base rent does not include tenant recoveries, additional rents in excess of floors and non-cash revenue adjustments (i.e., straight-line rents, amortization of market lease intangibles, DFL non-cash interest and deferred revenues).

Operating Lease Expense

In certain situations, the Company leases land or equipment needed for the operation of its business. Such leases generally require fixed annual rent payments, may include escalation clauses and renewal options, and have terms that are up to 99 years, excluding extension options. The Company’s rental expense attributable to continuing operations was $10 million for each of the years ended December 31, 2018, 2017 and 2016.

Future minimum lease obligations under non-cancelable ground and other operating leases as of December 31, 2018 were as follows (in thousands):

Year	Amount
2019	$	5,597
2020	5,687
2021	5,776
2022	5,862
2023	5,983
Thereafter	466,130
	$	495,035

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Loans Receivable

12 Months Ended

Dec. 31, 2018

Receivables [Abstract]

Loans Receivable

Loans Receivable

The following table summarizes the Company’s loans receivable (in thousands):

	December 31,
	2018								2017
	Real Estate Secured		Other Secured			Total			Real Estate Secured		Other Secured			Total
Mezzanine(1)	$	—	$	21,013		$	21,013		$	—	$	269,299		$	269,299
Other(2)	42,037		—			42,037			188,418		—			188,418
Unamortized discounts, fees and costs	—		(52		)	(52		)	—		(596		)	(596		)
Allowance for loan losses(1)	—		—			—			—		(143,795		)	(143,795		)
	$	42,037	$	20,961		$	62,998		$	188,418	$	124,908		$	313,326

_______________________________________

(1) At December 31, 2017, primarily related to the Company’s mezzanine loan facility to Tandem Health Care discussed below.

(2) At December 31, 2018, the Company had $73 million remaining of commitments to fund a $115 million senior living development project. At December 31, 2017, includes the U.K. Bridge Loan discussed below.

The following table summarizes the Company’s internal ratings for loans receivable at December 31, 2018 (dollars in thousands):

	Carrying Amount		Percentage of Loan Portfolio	Internal Ratings
Investment Type				Performing Loans		Watch List Loans		Workout Loans
Real estate secured	$	42,037	67	$	42,037	$	—	$	—
Other secured	20,961		33	20,961		—		—
	$	62,998	100	$	62,998	$	—	$	—

Real Estate Secured Loans

The following table summarizes the Company’s loan receivable secured by real estate at December 31, 2018 (dollars in thousands):

Final Maturity Date	Number of Loans	Payment Terms	Principal Amount(1)		Carrying Amount
2022	1	monthly interest-only payments, accrues interest at 6.5% and secured by a senior housing facility in Washington(2)	$	42,037	$	42,037

_______________________________________

(1) Represents future contractual principal payments to be received on loans receivable secured by real estate.

(2) Contains a participation feature that allows the Company to participate in up to 20% of the appreciation of the asset through the time the loan is refinanced or repaid.

During the year ended December 31, 2018, the Company recognized $5 million in interest income related to loans secured by real estate, including interest income related to the U.K. Bridge Loan discussed below.

Four Seasons Health Care

In March 2017, the Company sold its investment in Four Seasons Health Care’s (“Four Seasons”) senior secured term loan at par plus accrued interest for £29 million ($35 million).

Additionally, in March 2017, pursuant to a shift in the Company’s investment strategy, the Company sold its £138.5 million par value Four Seasons senior notes (the “Four Seasons Notes”) for £83 million ($101 million). The disposition of the Four Seasons Notes generated a £42 million ($51 million) gain on sale, recognized in other income (expense), net.     

Other Secured Loans

HC-One Facility

On June 30, 2017, the Company received £283 million ($367 million) from the repayment of its HC-One mezzanine loan.

Tandem Health Care Loan

From July 2012 through May 2015, the Company funded, in aggregate, $257 million under a collateralized mezzanine loan facility (the “Mezzanine Loan”) to certain affiliates of Tandem Health Care (together with its affiliates, “Tandem”).

As part of its quarterly review process, the Company recorded an impairment charge and related allowance of $57 million during the three months ended June 30, 2017, reducing the carrying value to $200 million. The decline in fair value was driven by a variety of factors, including recent operating results of the underlying real estate assets, as well as market and industry data, that reflect a declining trend in admissions and a continuing shift away from higher-rate Medicare plans in the post-acute/skilled nursing sector. The calculation of the fair value was primarily based on an income approach and relies on forecasted EBITDAR and market data, including, but not limited to, sales price per unit/bed, rent coverage ratios, and real estate capitalization rates. All valuation inputs are considered to be Level 2 measurements within the fair value hierarchy.

Additionally, on July 31, 2017, subsequent to its second quarter 2017 quarterly review process and the aforementioned impairment, the Company entered into a binding agreement (the “Repurchase Agreement”) with the borrowers to provide an option to repay the Mezzanine Loan at a discounted value of $197 million (the “Repayment Value”) by October 25, 2017, which date was subsequently extended to December 31, 2017 (the “Agreement Maturity Date”). As a result of entering into the Repurchase Agreement, the Company recorded an additional impairment charge and related allowance of $3 million during the quarter ended September 30, 2017 to write down the carrying value of the Mezzanine Loan to the Repayment Value and assigned the loan an internal rating of Workout. As part of the Repurchase Agreement, Tandem posted, in aggregate, $8 million of non-refundable deposits (the “Deposits”), which the Company was entitled to retain (without any credit against the Mezzanine Loan) if Tandem failed to make interest payments on the $257 million par value of the Mezzanine Loan through the repayment date or the Agreement Maturity Date, as applicable, adjusted for any principal payments received.

On November 17, 2017, the Company declared an event of default under the Mezzanine Loan. Tandem also failed to make its December 2017, January 2018 and February 2018 interest payments to the Company. As a result of the aforementioned events that occurred during the fourth quarter of 2017 and first quarter of 2018 (during the Company's fourth quarter 2017 financial statement close process), the Company concluded that the Mezzanine Loan was impaired and recorded an impairment charge and related allowance of $84 million, reducing the carrying value of the loan to $105 million as of December 31, 2017. Aggregate impairments on the Mezzanine Loan for the year ended December 31, 2017 were $144 million.

The decline in expected recoverable value of the Mezzanine Loan was primarily driven by the Company’s conclusion that the collateral supporting the Mezzanine Loan may no longer be the sole source in recovering the Company’s investment. As a result, the Company utilized a discounted cash flow model to determine expected recoverability of the Mezzanine Loan. Additionally, a variety of factors further impacted the impairment analysis completed during the Company’s fourth quarter 2017 financial statement close process including operating results of the underlying real estate assets, as well as market and industry data, that reflect a declining trend in admissions and a continuing shift away from higher-rate Medicare plans in the post-acute/skilled nursing sector. The calculation relied on: (i) forecasted EBITDAR and market data, including, but not limited to, sales price per unit/bed, rent coverage ratios, and real estate capitalization rates and (ii) bids for a sale of the Mezzanine Loan received in February 2018, which incorporate market participant required rates of return and expected hold periods.

Beginning in the first quarter of 2017, the Company elected to recognize interest income on a cash basis. During the years ended December 31, 2018, 2017 and 2016, the Company recognized interest income of zero, $23 million, and $31 million, respectively, and received cash payments of $25 million and $30 million, respectively, from Tandem. The carrying value of the Mezzanine Loan was $105 million at December 31, 2017.

In March 2018, the Company sold the Mezzanine Loan to a third party for approximately $112 million, resulting in an impairment recovery, net of transaction costs and fees, of $3 million included in other income (expense), net. The Company holds no further economic interest in the operations of Tandem.

U.K. Bridge Loan

In 2016, the Company provided a £105 million ($131 million at closing) bridge loan (the “U.K. Bridge Loan”) to Maria Mallaband Care Group Ltd. ("MMCG") to fund the acquisition of a portfolio of seven care homes in the U.K. Under the U.K. Bridge Loan, the Company retained a three-year call option to acquire those seven care homes at a future date for £105 million, subject to certain conditions precedent being met. In March 2018, upon resolution of all conditions precedent, the Company began the process of exercising its call option to acquire the seven care homes and concluded that it should consolidate the real estate. As a result, the Company derecognized the outstanding loan receivable of £105 million and recognized a £29 million ($41 million) loss on consolidation. Refer to Note 19 for further discussion regarding impact of consolidating the seven care homes during the first quarter of 2018.

In June 2018, the Company completed the process of exercising the above-mentioned call option. The seven care homes acquired through the call option were included in the U.K. JV transaction (see Note 5).

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Investments in and Advances to Unconsolidated Joint Ventures

12 Months Ended

Dec. 31, 2018

Equity Method Investments and Joint Ventures [Abstract]

Investments in and Advances to Unconsolidated Joint Ventures

Investments in and Advances to Unconsolidated Joint Ventures

The Company owns interests in the following entities that are accounted for under the equity method (dollars in thousands):

		Carrying Amount
		December 31,
Entity(1)	Ownership %	2018		2017
CCRC JV	49	$	365,764	$	400,241
RIDEA II(2)	40	—		259,651
U.K. JV(3)	49	101,735		—
Life Science JVs(4)	50 - 63	—		65,581
MBK JV	50	35,435		38,005
Development JVs(5)	50 - 90	25,493		23,365
Medical Office JVs(6)	20 - 67	10,160		12,488
K&Y JVs(7)	80	1,430		1,283
Advances to unconsolidated joint ventures, net		71		226
		$	540,088	$	800,840

_______________________________________

(1) These entities are not consolidated because the Company does not control, through voting rights or other means, the joint venture.

(2) In June 2018, the Company sold its equity method investment in RIDEA II (see Note 5).

(3) See Note 5 for discussion of the formation of the U.K. JV and the Company’s equity method investment.

(4) Includes the following unconsolidated partnerships (and the Company’s ownership percentage): (i) Torrey Pines Science Center, LP (50%); (ii) Britannia Biotech Gateway, LP (55%); and (iii) LASDK, LP (63%). In November 2018, the Company acquired the outstanding equity interests and began consolidating the entities (see Note 4).

(5) Includes four unconsolidated development partnerships (and the Company’s ownership percentage): (i) Vintage Park Development JV (85%); (ii) Waldwick JV (85%); (iii) Otay Ranch JV (90%); and (iv) MBK Development JV (50%).

(6) Includes three unconsolidated medical office partnerships (and the Company’s ownership percentage): (i) HCP Ventures IV, LLC (20%); (ii) HCP Ventures III, LLC (30%); and (iii) Suburban Properties, LLC (67%).

(7) Includes three unconsolidated joint ventures.

The following tables summarize combined financial information for the Company’s unconsolidated joint ventures (in thousands):

	December 31,
	2018		2017
Real estate, net	$	2,128,147	$	2,104,090
Other assets, net	479,935		928,790
Total assets	$	2,608,082	$	3,032,880
Mortgage and other debt	$	827,622	$	900,911
Accounts payable and other	655,177		561,523
Other partners’ capital	515,791		655,311
HCP’s capital(1)	609,492		915,135
Total liabilities and partners’ capital	$	2,608,082	$	3,032,880

	Year Ended December 31,
	2018			2017			2016
Total revenues	$	642,724		$	810,216		$	424,134
Total operating expense	(492,784		)	(643,452		)	(344,553		)
Income (loss) from discontinued operations	—			—			8,810
Net income (loss)	(43,704		)	(42,408		)	43,015
HCP’s share in earnings	(2,594		)	10,901			11,360
Fees earned by HCP	125			133			299
Distributions received by HCP	48,939			81,165			54,858

At December 31, 2018 and 2017, the aggregate unamortized basis difference of the Company's investments in unconsolidated joint ventures of $69 million and $115 million, respectively, is primarily attributable to the difference between the amount for which the Company purchased its interest in the entity and the historical carrying value of the net assets of the entity. The difference is being amortized over the remaining useful life of the related assets and included in equity income (loss) from unconsolidated joint ventures.

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Intangibles

12 Months Ended

Dec. 31, 2018

Intangibles

Intangibles

Intangibles

The following table summarizes the Company’s intangible lease assets (in thousands):

	December 31,
Intangible lease assets	2018			2017
Gross intangible lease assets	$	556,114		$	795,305
Accumulated depreciation and amortization	(251,035		)	(385,223		)
Net intangible lease assets	$	305,079		$	410,082

The following table summarizes the Company’s intangible lease liabilities (in thousands):

	December 31,
Intangible lease liabilities	2018			2017
Gross intangible lease liabilities	$	94,444		$	126,212
Accumulated depreciation and amortization	(39,781		)	(73,633		)
Net intangible lease liabilities	$	54,663		$	52,579

The following table sets forth amortization related to deferred leasing costs and acquisition-related intangibles (in thousands):

	Year Ended December 31,
	2018		2017		2016
Depreciation and amortization expense related to amortization of lease-up intangibles	$	67,350	$	76,732	$	84,487
Rental and related revenues related to amortization of net below market lease liabilities	5,253		2,030		3,877
Operating expense related to amortization of net below market ground lease intangibles	636		740		664

The following table summarizes the estimated annual amortization for each of the five succeeding fiscal years and thereafter (in thousands):

	Rental and Related Revenues(1)		Operating Expense(2)		Depreciation and Amortization(3)
2019	$	4,399	$	505	$	50,762
2020	3,670		621		39,433
2021	3,587		738		32,214
2022	4,331		738		26,438
2023	4,269		738		24,293
Thereafter	16,521		29,901		80,812
	$	36,777	$	33,241	$	253,952

_______________________________________

(1) The amortization of net below market lease intangibles is recorded as an increase to rental and related income.

(2) The amortization of net below market ground lease intangibles is recorded as an increase to operating expense.

(3) The amortization of lease-up intangibles is recorded to depreciation and amortization expense.

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Debt

12 Months Ended

Dec. 31, 2018

Debt Disclosure [Abstract]

Debt

Debt

Bank Line of Credit and Term Loans

The Company's $2.0 billion unsecured revolving line of credit facility (the “Facility”) matures on October 19, 2021 and contains two, six-month extension options. Borrowings under the Facility accrue interest at LIBOR plus a margin that depends upon the Company’s credit ratings. The Company pays a facility fee on the entire revolving commitment that depends on its credit ratings. Based on the Company’s credit ratings at December 31, 2018, the margin on the Facility was 0.875%, and the facility fee was 0.15%. The Facility also includes a feature that allows the Company to increase the borrowing capacity by an aggregate amount of up to $750 million, subject to securing additional commitments. At December 31, 2018, the Company had $80 million, including £55 million ($70 million), outstanding under the Facility with a weighted average effective interest rate of 2.12%.

In March 2017, the Company repaid a £137 million unsecured term loan. On June 30, 2017, the Company repaid £51 million of its four-year unsecured term loan entered into in January 2015 (the "2015 Term Loan"). Concurrently, the Company terminated its three-year interest rate swap which fixed the interest of the 2015 Term Loan and therefore, beginning June 30, 2017, the 2015 Term Loan accrued interest at a rate of GBP LIBOR plus 1.15%, subject to adjustments based on the Company's credit ratings.

On July 3, 2018, the Company exercised its one-time right to repay the outstanding GBP balance and re-borrow in USD with all other key terms unchanged, which resulted in repayment of the £169 million balance and re-borrowing of $224 million. In November 2018, the Company repaid the $224 million unsecured term loan, bringing the total term loan balance to zero as of December 31, 2018.

The Facility contains certain financial restrictions and other customary requirements, including cross-default provisions to other indebtedness. Among other things, these covenants, using terms defined in the agreements: (i) limit the ratio of Consolidated Total Indebtedness to Consolidated Total Asset Value to 60%, (ii) limit the ratio of Secured Debt to Consolidated Total Asset Value to 30%, (iii) limit the ratio of Unsecured Debt to Consolidated Unencumbered Asset Value to 60%; (iv) require a minimum Fixed Charge Coverage ratio of 1.5 times; and (v) require a Minimum Consolidated Tangible Net Worth of $6.5 billion at December 31, 2018. At December 31, 2018, the Company believes it was in compliance with each of these restrictions and requirements of the Facility.

Senior Unsecured Notes

At December 31, 2018, the Company had senior unsecured notes outstanding with an aggregate principal balance of $5.3 billion. The senior unsecured notes contain certain covenants including limitations on debt, maintenance of unencumbered assets, cross-acceleration provisions and other customary terms. The Company believes it was in compliance with these covenants at December 31, 2018.

The following table summarizes the Company’s senior unsecured notes payoffs for the periods presented (dollars in thousands):

Period	Amount		Coupon Rate
Year ended December 31, 2018:
July 16, 2018(1)	$	700,000	5.375	%
November 8, 2018	$	450,000	3.750	%
Year ended December 31, 2017:
May 1, 2017	$	250,000	5.625	%
July 27, 2017(2)	$	500,000	5.375	%
Year ended December 31, 2016:
February 1, 2016	$	500,000	3.750	%
September 15, 2016	$	400,000	6.300	%
November 30, 2016(3)	$	500,000	6.000	%
November 30, 2016(3)	$	600,000	6.700	%

_______________________________________

(1) The Company recorded a $44 million loss on debt extinguishment related to the repurchase of senior notes.

(2) The Company recorded a $54 million loss on debt extinguishment related to the repurchase of senior notes.

(3) The Company recorded a $46 million loss on debt extinguishment related to the repurchase of senior notes.

There were no senior unsecured notes issuances for the years ended December 31, 2018, 2017, and 2016.

Mortgage Debt

At December 31, 2018, the Company had $133 million in aggregate principal of mortgage debt outstanding, which is secured by 15 healthcare facilities with a carrying value of $278 million. In March 2017, the Company paid off $472 million of mortgage debt.

Mortgage debt generally requires monthly principal and interest payments, is collateralized by real estate assets and is generally non-recourse. Mortgage debt typically restricts transfer of the encumbered assets, prohibits additional liens, restricts prepayment, requires payment of real estate taxes, requires maintenance of the assets in good condition, requires maintenance of insurance on the assets and includes conditions to obtain lender consent to enter into or terminate material leases. Some of the mortgage debt is also cross-collateralized by multiple assets and may require tenants or operators to maintain compliance with the applicable leases or operating agreements of such real estate assets.

Debt Maturities

The following table summarizes the Company’s stated debt maturities and scheduled principal repayments at December 31, 2018 (dollars in thousands):

	Bank Line of Credit(1)		Senior Unsecured Notes(2)					Mortgage Debt(3)				Total(4)
Year			Amount			Interest Rate		Amount		Interest Rate
2019	$	—	$	—		—	%	$	3,561	—	%	$	3,561
2020	—		800,000			2.79	%	3,609		5.08	%	803,609
2021	80,103		—			—	%	10,957		5.26	%	91,060
2022	—		900,000			3.93	%	2,691		—	%	902,691
2023	—		800,000			4.39	%	2,811		—	%	802,811
Thereafter	—		2,800,000			4.34	%	109,705		4.10	%	2,909,705
	80,103		5,300,000					133,334				5,513,437
(Discounts), premium and debt costs, net	—		(41,450		)			5,136				(36,314		)
	$	80,103	$	5,258,550				$	138,470			$	5,477,123

_______________________________________

(1) Includes £55 milliontranslated into USD. 

(2) Interest rates on the notes range from 2.79% to 6.87% with a weighted average effective rate of 4.03% and a weighted average maturity of six years.

(3) Interest rates on the mortgage debt range from 2.80% to 5.91% with a weighted average effective interest rate of 4.20% and a weighted average maturity of 19 years.

(4) Excludes $91 million of other debt that have no scheduled maturities. Other debt represents (i) $58 million of non-interest bearing life care bonds and occupancy fee deposits at certain of the Company's senior housing facilities and (ii) $33 million of on-demand notes from the CCRC JV which bear interest at a rate of 3.6%.

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2018

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Legal Proceedings

From time to time, the Company is a party to, or has a significant relationship to, legal proceedings, lawsuits and other claims. Except as described below, the Company is not aware of any legal proceedings or claims that it believes may have, individually or taken together, a material adverse effect on the Company’s financial condition, results of operations or cash flows. The Company’s policy is to expense legal costs as they are incurred.

Class Action. On May 9, 2016, a purported stockholder of the Company filed a putative class action complaint, Boynton Beach Firefighters’ Pension Fund v. HCP, Inc., et al., Case No. 3:16-cv-01106-JJH, in the U.S. District Court for the Northern District of Ohio against the Company, certain of its officers, HCR ManorCare, Inc. (“HCRMC”), and certain of its officers, asserting violations of the federal securities laws. The suit asserts claims under sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and alleges that the Company made certain false or misleading statements relating to the value of and risks concerning its investment in HCRMC by allegedly failing to disclose that HCRMC had engaged in billing fraud, as alleged by the U.S. Department of Justice (“DoJ”) in a suit against HCRMC arising from the False Claims Act that the DoJ voluntarily dismissed with prejudice. The plaintiff in the class action suit demands compensatory damages (in an unspecified amount), costs and expenses (including attorneys’ fees and expert fees), and equitable, injunctive, or other relief as the Court deems just and proper. On November 28, 2017, the Court appointed Societe Generale Securities GmbH (SGSS Germany) and the City of Birmingham Retirement and Relief Systems (Birmingham) as Co-Lead Plaintiffs in the class action. The motion to dismiss was fully briefed on May 21, 2018 and oral arguments were held on October 23, 2018. Subsequently, on December 6, 2018, HCRMC and its officers were voluntarily dismissed from the class action lawsuit without prejudice to such claims being refiled. The Company believes the suit to be without merit and intends to vigorously defend against it.

Derivative Actions. On June 16, 2016 and July 5, 2016, purported stockholders of the Company filed two derivative actions, respectively Subodh v. HCR ManorCare Inc., et al., Case No. 30-2016-00858497-CU-PT-CXC and Stearns v. HCR ManorCare, Inc., et al., Case No. 30-2016-00861646-CU-MC-CJC, in the Superior Court of California, County of Orange, against certain of the Company’s current and former directors and officers and HCRMC. The Company is named as a nominal defendant. As both derivative actions contained substantially the same allegations, they have been consolidated into a single action (the “California derivative action”). The consolidated action alleges that the defendants engaged in various acts of wrongdoing, including, among other things, breaching fiduciary duties by publicly making false or misleading statements of fact regarding HCRMC’s finances and prospects, and failing to maintain adequate internal controls. On April 18, 2017, the Court approved the parties’ stipulation to stay the case pending disposition of the motion to dismiss the class action litigation.

On April 10, 2017, a purported stockholder of the Company filed a derivative action, Weldon v. Martin et al., Case No. 3:17-cv-755, in federal court in the Northern District of Ohio, Western Division, against certain of the Company’s current and former directors and officers and HCRMC. The Company is named as a nominal defendant. The Weldon complaint asserts similar claims to those asserted in the California derivative action. In addition, the complaint asserts a claim under Section 14(a) of the Exchange Act, alleging that the Company made false statements in its 2016 proxy statement by not disclosing that the Company’s performance issues in 2015 were the direct result of alleged billing fraud at HCRMC. On April 18, 2017, the Court re-assigned and transferred this action to the judge presiding over the related federal securities class action. On July 11, 2017, the Court approved a stipulation by the parties to stay the case pending disposition of the motion to dismiss the class action.

On July 21, 2017, a purported stockholder of the Company filed another derivative action, Kelley v. HCR ManorCare, Inc., et al., Case No. 8:17-cv-01259, in federal court in the Central District of California, against certain of the Company’s current and former directors and officers and HCRMC. The Company is named as a nominal defendant. The Kelley complaint asserts similar claims to those asserted in Weldon and in the California derivative action. Like Weldon, the Kelley complaint also additionally alleges that the Company made false statements in its 2016 proxy statement, and asserts a claim for a violation of Section 14(a) of the Exchange Act. On November 28, 2017, the federal court in the Central District of California granted Defendants’ motion to transfer the action to the Northern District of Ohio (i.e., the court where the class action and other federal derivative action are pending). The Court in the Northern District of Ohio is currently considering whether to consolidate the Weldon and Kelley actions, appointment of lead plaintiffs and counsel, and whether the stay in Weldon should continue as to either or both actions.

The Company’s Board of Directors received letters dated August 17, 2016, April 19, 2017, and April 20, 2017 from private law firms acting on behalf of clients who are purported stockholders of the Company, each asserting allegations similar to those made in the California derivative action matters discussed above. Each letter demands that the Board of Directors take action to assert the Company’s rights. The Board of Directors completed its evaluation and rejected the demand letters in December of 2017.

The Company believes that the plaintiffs lack standing or the lawsuits and demands are without merit, but cannot predict the outcome of these proceedings or reasonably estimate any potential loss at this time. Accordingly, no loss contingency has been recorded for these matters as of December 31, 2018, as the likelihood of loss is not considered probable or estimable.

DownREIT LLCs

In connection with the formation of certain DownREIT LLCs, members may contribute appreciated real estate to a DownREIT LLC in exchange for DownREIT units. These contributions are generally tax-deferred, so that the pre-contribution gain related to the property is not taxed to the member. However, if a contributed property is later sold by the DownREIT LLC, the unamortized pre-contribution gain that exists at the date of sale is specifically allocated and taxed to the contributing members. In many of the DownREITs, the Company has entered into indemnification agreements with those members who contributed appreciated property into the DownREIT LLC. Under these indemnification agreements, if any of the appreciated real estate contributed by the members is sold by the DownREIT LLC in a taxable transaction within a specified number of years, the Company will reimburse the affected members for the federal and state income taxes associated with the pre-contribution gain that is specially allocated to the affected member under the Code (“make-whole payments”). These make-whole payments include a tax gross-up provision. These indemnification agreements have expiration terms that range through 2033 on a total of 35 properties.

Commitments

The following table summarizes the Company’s material commitments, excluding debt service obligations (see Note 10) and operating leases (see Note 6), at December 31, 2018 (in thousands):

	Total		2019		2020-2021		2022-2023		More than Five Years
Construction loan commitments(1)	$	72,654	$	68,365	$	4,289	$	—	$	—
Development commitments(2)	299,702		273,625		26,077		—		—
Total	$	372,356	$	341,990	$	30,366	$	—	$	—

_______________________________________

(1) Represents commitments to finance development projects.

(2) Represents construction and other commitments for developments in progress.

Credit Enhancement Guarantee

At December 31, 2018, certain of the Company’s senior housing facilities serve as collateral for $74 million of debt (maturing May 1, 2025) that is owed by a previous owner of the facilities. This indebtedness is guaranteed by the previous owner who has an investment grade credit rating. These senior housing facilities, which are classified as DFLs, had a carrying value of $351 million as of December 31, 2018.

Environmental Costs

Various environmental laws govern certain aspects of the ongoing management and operation of our facilities, including those related to presence of asbestos-containing materials. The presence of, or the failure to manage and/or remediate, such materials may adversely affect the occupancy and performance of the Company's facilities. The Company monitors its properties for the presence of such hazardous or toxic substances and is not aware of any environmental liability with respect to the properties that would have a material adverse effect on the Company’s business, financial condition or results of operations. The Company carries environmental insurance and believes that the policy terms, conditions, limitations and deductibles are adequate and appropriate under the circumstances, given the relative risk of loss, the cost of such coverage and current industry practice.

General Uninsured Losses

The Company obtains various types of insurance to mitigate the impact of property, business interruption, liability, workers' compensation, flood, windstorm, earthquake, environmental, cyber and terrorism related losses. The Company attempts to obtain appropriate policy terms, conditions, limits and deductibles considering the relative risk of loss, the cost of such coverage and current industry practice. There are, however, certain types of extraordinary losses, such as those due to acts of war or other events that may be either uninsurable or not economically insurable. In addition, the Company has a large number of properties that are exposed to earthquake, flood and windstorm occurrences for which the related insurances carry high deductibles and have limits.

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Equity

12 Months Ended

Dec. 31, 2018

Equity [Abstract]

Equity

Equity

Dividends

On January 31, 2019, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.37 per share. The common stock cash dividend will be paid on February 28, 2019 to stockholders of record as of the close of business on February 19, 2019.

During the years ended December 31, 2018, 2017 and 2016, the Company declared and paid common stock cash dividends of $1.480, $1.480 and $2.095 per share, respectively. 

At-The-Market Equity Offering Program

In June 2015, the Company established an at-the-market equity offering program (“ATM Program”). In May 2018, the Company renewed its ATM Program. Under this program, the Company may sell shares of its common stock from time to time having an aggregate gross sales price of up to $750 million through a consortium of banks acting as sales agents or directly to the banks acting as principals. During the year ended December 31, 2018, the Company issued 5.4 million shares of common stock at a weighted average net price of $28.27 for net proceeds of $154 million. At December 31, 2018, $594 million of our common stock remained available for sale under the ATM Program. There was no activity during the years ended December 31, 2017 and 2016.

Forward Equity Offering

In December 2018, the Company entered into a forward equity sales agreement to sell up to an aggregate of 15.25 million shares of its common stock (including shares issued through the exercise of underwriters’ options) at an initial net price of $28.60 per share, after underwriting discounts and commissions. The agreement has a one year term and expires on December 13, 2019. The forward sale price that the Company expects to receive upon settlement of the agreement will be subject to adjustments for: (i) the forward purchasers’ stock borrowing costs and (ii) certain fixed price reductions during the term of the agreement. At December 31, 2018, no shares have been issued under the forward equity sales agreement.

In December 2018, contemporaneous with the forward equity offering discussed above, the Company completed an offering of two million shares of common stock at a net price of $28.60 per share, resulting in net proceeds of $57 million.

The following table summarizes the Company’s other common stock activities (shares in thousands):

	Year Ended December 31,
	2018	2017	2016
Dividend Reinvestment and Stock Purchase Plan	237	983	2,021
Conversion of DownREIT units	3	78	145
Exercise of stock options	120	32	133
Vesting of restricted stock units	401	419	529
Repurchase of common stock	141	157	237

Accumulated Other Comprehensive Loss

The following table summarizes the Company’s accumulated other comprehensive loss (in thousands):

	December 31,
	2018			2017
Cumulative foreign currency translation adjustment(1)	$	(1,683	)	$	(6,955	)
Unrealized gains (losses) on derivatives, net	(467		)	(13,950		)
Supplemental Executive Retirement plan minimum liability and other	(2,558		)	(3,119		)
Total accumulated other comprehensive income (loss)	$	(4,708	)	$	(24,024	)

_______________________________________

(1) See Notes 5 and 19 for a discussion of the U.K. JV transaction. 

Noncontrolling Interests

At December 31, 2018, there were four million DownREIT units (seven million shares of HCP common stock are issuable upon conversion) outstanding in five DownREIT LLCs, all of which the Company is the managing member of. At December 31, 2018, the carrying and market values of the four million DownREIT units were $177 million and $185 million, respectively.

See Notes 3, 4 and 5 for transactions involving noncontrolling interests.

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Segment Disclosures

12 Months Ended

Dec. 31, 2018

Segment Reporting [Abstract]

Segment Disclosures

Segment Disclosures

The Company evaluates its business and allocates resources based on its reportable business segments: (i) senior housing triple-net, (ii) SHOP, (iii) life science and (iv) medical office. The Company has non-reportable segments that are comprised primarily of the Company’s debt investments, hospital properties, unconsolidated joint ventures, and U.K. investments. The accounting policies of the segments are the same as those described under Summary of Significant Accounting Policies (see Note 2).

During the years ended December 31, 2018, 2017 and 2016, 22, 25 and 17 senior housing triple-net facilities, respectively, were transferred to the Company’s SHOP segment. When an asset is transferred from one segment to another, the results associated with that asset are included in the original segment until the date of transfer. Results generated after the transfer date are included in the new segment.

The Company evaluates performance based upon: (i) property net operating income from continuing operations (“NOI”) and (ii) Adjusted NOI. NOI is defined as real estate revenues (inclusive of rental and related revenues, resident fees and services, and income from direct financing leases), less property level operating expenses (which exclude transition costs); NOI excludes all other financial statement amounts included in net income (loss). Adjusted NOI is calculated as NOI after eliminating the effects of straight-line rents, DFL non-cash interest, amortization of market lease intangibles, lease termination fees, actuarial reserves for insurance claims that have been incurred but not reported and the impact of deferred community fee income and expense. NOI and Adjusted NOI exclude the Company's share of income (loss) generated by unconsolidated joint ventures, which is recognized in equity income (loss) from unconsolidated joint ventures in the consolidated statements of operations.

Non-segment assets consist of assets in the Company's other non-reportable segments (see above) and corporate non-segment assets. Corporate non-segment assets consist primarily of corporate assets, including cash and cash equivalents, restricted cash, accounts receivable, net, marketable equity securities and, if any, real estate held for sale.See Note 20 for other information regarding concentrations of credit risk.

The following tables summarize information for the reportable segments (in thousands):

For the year ended December 31, 2018:

Segments	Senior Housing Triple-Net			SHOP			Life Science			Medical Office			Other Non-reportable			Corporate Non-segment			Total
Real estate revenues(1)	$	276,091		$	547,976		$	395,064		$	509,019		$	108,133		$	—		$	1,836,283
Operating expenses	(3,618		)	(414,312		)	(91,742		)	(189,859		)	(5,507		)	—			(705,038		)
NOI	272,473			133,664			303,322			319,160			102,626			—			1,131,245
Adjustments to NOI(2)	2,127			2,875			(9,589		)	(2,899		)	(4,418		)	—			(11,904		)
Adjusted NOI	274,600			136,539			293,733			316,261			98,208			—			1,119,341
Addback adjustments	(2,127		)	(2,875		)	9,589			2,899			4,418			—			11,904
Interest income	—			—			—			—			10,406			—			10,406
Interest expense	(2,404		)	(2,725		)	(316		)	(474		)	(1,469		)	(258,955		)	(266,343		)
Depreciation and amortization	(79,605		)	(104,405		)	(140,480		)	(193,710		)	(31,299		)	—			(549,499		)
General and administrative	—			—			—			—			—			(96,702		)	(96,702		)
Transaction costs	—			—			—			—			—			(10,772		)	(10,772		)
Recoveries (impairments), net	—			(44,343		)	(7,639		)	—			(3,278		)	—			(55,260		)
Gain (loss) on sales of real estate, net	641			93,977			806,184			4,428			20,755			—			925,985
Loss on debt extinguishment	—			—			—			—			—			(44,162		)	(44,162		)
Other income (expense), net	—			—			—			—			9,605			3,711			13,316
Income tax benefit (expense)	—			—			—			—			—			17,854			17,854
Equity income (loss) from unconsolidated joint ventures	—			—			—			—			(2,594		)	—			(2,594		)
Net income (loss)	$	191,105		$	76,168		$	961,071		$	129,404		$	104,752		$	(389,026	)	$	1,073,474

_______________________________________

(1) Represents rental and related revenues, resident fees and services, and income from DFLs.

(2) Represents straight-line rents, DFL non-cash interest, amortization of market lease intangibles, net, actuarial reserves for insurance claims that have been incurred but not reported, deferral of community fees, net and termination fees.

For the year ended December 31, 2017:

Segments	Senior Housing Triple-Net			SHOP			Life Science			Medical Office			Other Non-reportable			Corporate Non-segment			Total
Real estate revenues(1)	$	313,547		$	525,473		$	358,816		$	477,459		$	116,846		$	—		$	1,792,141
Operating expenses	(3,819		)	(396,491		)	(78,001		)	(183,197		)	(4,743		)	—			(666,251		)
NOI	309,728			128,982			280,815			294,262			112,103			—			1,125,890
Adjustments to NOI(2)	17,098			33,227			(4,517		)	(2,952		)	(4,446		)	—			38,410
Adjusted NOI	326,826			162,209			276,298			291,310			107,657			—			1,164,300
Addback adjustments	(17,098		)	(33,227		)	4,517			2,952			4,446			—			(38,410		)
Interest income	—			—			—			—			56,237			—			56,237
Interest expense	(2,518		)	(7,920		)	(373		)	(506		)	(4,230		)	(292,169		)	(307,716		)
Depreciation and amortization	(103,820		)	(103,162		)	(128,864		)	(169,795		)	(29,085		)	—			(534,726		)
General and administrative	—			—			—			—			—			(88,772		)	(88,772		)
Transaction costs	—			—			—			—			—			(7,963		)	(7,963		)
Recoveries (impairments), net	(22,590		)	—			—			—			(143,794		)	—			(166,384		)
Gain (loss) on sales of real estate, net	280,349			17,485			45,916			9,095			3,796			—			356,641
Loss on debt extinguishment	—			—			—			—			—			(54,227		)	(54,227		)
Other income (expense), net	—			—			—			—			50,895			(19,475		)	31,420
Income tax benefit (expense)	—			—			—			—			—			1,333			1,333
Equity income (loss) from unconsolidated joint ventures	—			—			—			—			10,901			—			10,901
Net income (loss)	$	461,149		$	35,385		$	197,494		$	133,056		$	56,823		$	(461,273	)	$	422,634

_______________________________________

(1) Represents rental and related revenues, resident fees and services, and income from DFLs.

(2) Represents straight-line rents, DFL non-cash interest, amortization of market lease intangibles, net, actuarial reserves for insurance claims that have been incurred but not reported, deferral of community fees, net and termination fees.

For the year ended December 31, 2016:

Segments	Senior Housing Triple-Net			SHOP			Life Science			Medical Office			Other Non-reportable			Corporate Non-segment			Total
Real estate revenues(1)	$	423,118		$	686,822		$	358,537		$	446,280		$	125,729		$	—		$	2,040,486
Operating expenses	(6,710		)	(480,870		)	(72,478		)	(173,687		)	(4,654		)	—			(738,399		)
NOI	416,408			205,952			286,059			272,593			121,075			—			1,302,087
Adjustments to NOI(2)	(7,566		)	(2,686		)	(2,954		)	(3,536		)	(3,022		)	—			(19,764		)
Adjusted NOI	408,842			203,266			283,105			269,057			118,053			—			1,282,323
Addback adjustments	7,566			2,686			2,954			3,536			3,022			—			19,764
Interest income	—			—			—			—			88,808			—			88,808
Interest expense	(9,499		)	(29,745		)	(2,357		)	(5,895		)	(9,153		)	(407,754		)	(464,403		)
Depreciation and amortization	(136,146		)	(108,806		)	(130,829		)	(161,790		)	(30,537		)	—			(568,108		)
General and administrative	—			—			—			—			—			(103,611		)	(103,611		)
Transaction costs	—			—			—			—			—			(9,821		)	(9,821		)
Gain (loss) on sales of real estate, net	48,744			675			49,042			8,333			57,904			—			164,698
Loss on debt extinguishment	—			—			—			—			—			(46,020		)	(46,020		)
Other income (expense), net	—			—			—			—			—			3,654			3,654
Income tax benefit (expense)	—			—			—			—			—			(4,473		)	(4,473		)
Equity income (loss) from unconsolidated joint ventures	—			—			—			—			11,360			—			11,360
Discontinued operations	—			—			—			—			—			265,755			265,755
Net income (loss)	$	319,507		$	68,076		$	201,915		$	113,241		$	239,457		$	(302,270	)	$	639,926

_______________________________________

(1) Represents rental and related revenues, resident fees and services, and income from DFLs.

(2) Represents straight-line rents, DFL non-cash interest, amortization of market lease intangibles, net, actuarial reserves for insurance claims that have been incurred but not reported, deferral of community fees, net and termination fees.

The following table summarizes the Company’s revenues by segment (in thousands):

	Year Ended
	December 31,
Segments	2018		2017		2016
Senior housing triple-net	$	276,091	$	313,547	$	423,118
SHOP	547,976		525,473		686,822
Life science	395,064		358,816		358,537
Medical office	509,019		477,459		446,280
Other non-reportable segments	118,539		173,083		214,537
Total revenues	$	1,846,689	$	1,848,378	$	2,129,294

The following table summarizes the Company’s total assets by segment (in thousands):

	December 31,
Segments	2018			2017			2016
Senior housing triple-net	$	2,965,679		$	3,515,400		$	3,871,720
SHOP	2,173,795			2,392,130			3,135,115
Life science	4,303,471			4,154,372			3,961,623
Medical office	4,354,441			3,989,168			3,724,483
Reportable segment assets	13,797,386			14,051,070			14,692,941
Accumulated depreciation and amortization	(2,915,592		)	(2,919,278		)	(2,900,060		)
Net reportable segment assets	10,881,794			11,131,792			11,792,881
Other non-reportable segment assets	1,015,854			1,904,433			2,255,712
Assets held for sale, net	108,086			417,014			927,866
Other non-segment assets	712,819			635,222			782,806
Total assets	$	12,718,553		$	14,088,461		$	15,759,265

The Company completed the required annual goodwill impairment test during the fourth quarter of 2018, 2017 and 2016, and no impairment was recognized. At December 31, 2018 and 2017, goodwill of $47 million was allocated to segment assets as follows: (i) senior housing triple-net—$21 million, (ii) SHOP—$9 million, (iii) medical office—$11 million and (iv) other—$6 million.

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Compensation Plans

12 Months Ended

Dec. 31, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Compensation Plans

Compensation Plans

Stock Based Compensation

On May 11, 2006, the Company’s stockholders approved the 2006 Performance Incentive Plan, which was amended and restated in 2009 (“the 2006 Plan”). On May 1, 2014, the Company’s stockholders approved the 2014 Performance Incentive Plan (“the 2014 Plan”) (collectively, “the Plans”). Following the adoption of the 2014 Plan, no new awards will be issued under the 2006 Plan. The Plans provide for the granting of stock-based compensation, including stock options, restricted stock and restricted stock units to officers, employees and directors in connection with their employment with or services provided to the Company. The maximum number of shares reserved for awards under the 2014 Plan is 33 million shares, and, as of December 31, 2018, 29 million of the reserved shares under the 2014 Plan are available for future awards, of which 19 million shares may be issued as restricted stock or restricted stock units.

Total share-based compensation expense recognized during the years ended December 31, 2018, 2017 and 2016 was $15 million, $14 million, and $23 million, respectively. The year ended December 31, 2018 includes a $2 million charge recognized in general and administrative expenses primarily resulting from the departure of our Executive Chairman that was comprised of the accelerated vesting of restricted stock units. The year ended December 31, 2017 includes a $1 million charge recognized in general and administrative expenses related to the accelerated vesting of restricted stock units primarily resulting from the departure of the Company's former Chief Accounting Officer. The year ended December 31, 2016 includes a $7 million charge recognized in general and administrative expenses related to the accelerated vesting of restricted stock units primarily resulting from the departure of the Company’s former chief executive officer (“CEO”). As of December 31, 2018, there was $26 million of future expense related to unvested share-based compensation arrangements granted under the Company’s incentive plans, which is expected to be recognized over a weighted average period of two years associated with future employee service.

Conversion of Equity Awards at the Spin-Off Date

The Plans were established with anti-dilution provisions, such that in the event of an equity restructuring of the Company (including spin-off transactions), equity awards would preserve their value post-transaction. In order to achieve an equitable modification of the existing awards following the Spin-Off, the Company converted pre-spin awards to their post-spin value, resulting in grants to remaining employees denominated solely in the Company’s common stock. The conversion impacted 133 participants, resulting in additional awards being granted. The fair value of these additional awards was immaterial.

Stock Options

There have been no grants of stock options since 2014. Stock options outstanding and exercisable were 0.8 million at December 31, 2018 and 1.1 million at December 31, 2017. Proceeds received from stock options exercised under the Plans for the years ended December 31, 2018, 2017 and 2016 were $2 million, $1 million and $4 million, respectively. Compensation expense related to stock options was immaterial for all periods presented.

Restricted Stock Awards

Under the Plans, restricted stock awards, including restricted stock units and performance stock units are granted subject to certain restrictions. Conditions of vesting are determined at the time of grant. Restrictions on certain awards generally lapse, as provided in the Plans or in the applicable award agreement, upon retirement, a change in control or other specified events. The fair market value of restricted stock awards, both time vesting and those subject to specific performance criteria, are expensed over the period of vesting. Restricted stock units, which vest based solely upon passage of time generally vest over a period of three to six years. The fair value of restricted stock units is determined based on the closing market price of the Company's shares on the grant date. Performance stock units, which are restricted stock awards that vest dependent upon attainment of various levels of performance that equal or exceed targeted levels, generally vest in their entirety at the end of a three year performance period. The number of shares that ultimately vest can vary from 0% to 200% of target depending on the level of achievement of the performance criteria. The fair value of performance stock units is determined based on the Monte Carlo valuation model. The compensation expense recognized for all restricted stock awards is net of actual forfeitures.

Upon vesting of restricted stock awards, the participant is required to pay the related tax withholding obligation. Participants can generally elect to have the Company reduce the number of common stock shares delivered to pay the employee tax withholding obligation. The value of the shares withheld is dependent on the closing market price of the Company’s common stock on the trading date prior to the relevant transaction occurring. During the years ended December 31, 2018, 2017 and 2016, the Company withheld 141,000, 157,000 and 237,000 shares, respectively, to offset tax withholding obligations with respect to the vesting of the restricted stock and performance restricted stock unit awards.

Holders of restricted stock awards, including restricted stock units and performance stock units, are generally entitled to receive dividends equal to the amount that would be paid on an equivalent number of shares of common stock.

The following table summarizes restricted stock award activity, including performance stock units, for the year ended December 31, 2018 (units in thousands):

	Restricted Stock Units		Weighted Average Grant Date Fair Value
Unvested at January 1, 2018	1,139		$	33.41
Granted	1,097		22.95
Vested	(401	)	32.42
Forfeited	(137	)	30.34
Unvested at December 31, 2018	1,698		27.13

At December 31, 2018, the weighted average remaining vesting period of restricted stock and performance based units was two years. The total fair value (at vesting) of restricted stock and performance based units which vested for the years ended December 31, 2018, 2017 and 2016 was $10 million, $15 million and $24 million, respectively.

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Impairments

12 Months Ended

Dec. 31, 2018

Asset Impairment Charges [Abstract]

Impairments

Impairments

Real Estate

During 2018, in conjunction with classifying the assets as held for sale, the Company determined that 17 underperforming SHOP assets and an undeveloped life science land parcel were impaired. Additionally, the Company determined that three additional underperforming SHOP assets that were candidates for potential future sale were impaired under the held-for-use impairment model. Accordingly, the Company recognized total impairment charges of $52 million during 2018 to write-down the carrying value of the assets to their respective fair values (less an estimate of costs to sell for assets classified as held for sale). The fair value of the assets was based on contracted or forecasted sales prices and expected future cash flows, which are considered to be Level 2 measurements within the fair value hierarchy.

During 2017, the Company determined that 11 underperforming senior housing triple-net assets that were candidates for potential future sale were impaired under the held-for-use impairment model. Accordingly, the Company wrote-down the carrying amount of these 11 assets to their fair value, which resulted in an aggregate impairment charge of $23 million. The fair value of the assets was based on forecasted sales prices which are considered to be Level 2 measurements within the fair value hierarchy.

Casualty-Related

As a result of Hurricane Harvey and Hurricane Irma during the year ended December 31, 2017, the Company recorded an estimated $13 million of casualty-related losses, net of a small insurance recovery. The losses are comprised of $8 million of property damage and $5 million of other associated costs, including storm preparation, clean up, relocation and other costs. Of the total $13 million casualty losses incurred, $12 million was recorded in other income (expense), net, and $1 million was recorded in equity income (loss) from unconsolidated joint ventures as it relates to casualty losses for properties owned by certain of our unconsolidated joint ventures. In addition, the Company recorded a $1 million deferred tax benefit associated with the casualty-related losses.

Other

See Note 7 for information on the impairment charge related to the mezzanine loan facility to Tandem and the impairment recovery related to Four Season Notes.

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Income Taxes

12 Months Ended

Dec. 31, 2018

Income Tax Disclosure [Abstract]

Income Taxes

 Income Taxes

The Company has elected to be taxed as a REIT under the applicable provisions of the Code for every year beginning with the year ended December 31, 1985. The Company has also elected for certain of its subsidiaries to be treated as TRSs (the “TRS entities”) which are subject to federal and state income taxes. All entities other than the TRS entities are collectively referred to as the “REIT” within this Note 16. Certain REIT entities are also subject to state, local and foreign income taxes. 

Distributions with respect to our common stock can be characterized for federal income tax purposes as ordinary dividends, capital gains, nondividend distributions or a combination thereof. The following table shows the characterization of our annual common stock distributions per share:

	Year Ended December 31,
	2018		2017		2016
Ordinary dividends(1)	$	0.9578	$	1.4800	$	1.5561
Capital gains	0.5222		—		—
Nondividend distributions	—		—		6.7089
	$	1.4800	$	1.4800	$	8.2650	(2)

_______________________________________

(1) The 2018 amount includes $0.0164 of qualified dividend income for purposes of Code Section 1(h)(11), and $0.9414 of qualified business income for purposes of Code Section 199A.

(2) Consists of $2.095 per common share of quarterly cash dividends and $6.17 per common share of stock dividends related to the Spin-Off (see Note 5).

HCP common stockholders on October 24, 2016, the record date for the Spin-Off (the “Record Date”), received upon the Spin-Off on October 31, 2016, one share of QCP common stock for every five shares of HCP common stock they held (the “Distributed Shares”) and cash in lieu of fractional shares of QCP. For U.S. federal income tax purposes, HCP reported the fair market value of the QCP common stock distributed per each share of HCP common stock outstanding on the Record Date as $6.17, or $30.85 for each share of QCP common stock.

The TRS entities subject to tax reported losses before income taxes from continuing operations of $59 million, $58 million and $9 million for the years ended December 31, 2018, 2017 and 2016, respectively. The REIT’s losses from continuing operations before income taxes from the U.K. were $11 million, $4 million and $4 million for the years ended December 31, 2018, 2017 and 2016, respectively.

The total income tax expense (benefit) from continuing operations consists of the following components (in thousands):

	Year Ended December 31,
	2018			2017			2016
Current
Federal	$	(568	)	$	949		$	8,525
State	4,003			1,504			8,307
Foreign	84			1,737			1,332
Total current	$	3,519		$	4,190		$	18,164
Deferred
Federal	$	(11,905	)	$	2,730		$	(10,241	)
State	(4,589		)	(5,889		)	(1,401		)
Foreign	(4,879		)	(2,364		)	(2,049		)
Total deferred	$	(21,373	)	$	(5,523	)	$	(13,691	)
Total income tax expense (benefit)	$	(17,854	)	$	(1,333	)	$	4,473

On December 22, 2017, the Tax Cuts and Jobs Act was signed into law. As a result of the reduced U.S. federal corporate tax rate, the Company recorded a tax expense of $17 million, due to a remeasurement of deferred tax assets and liabilities, which is included in total deferred tax expense (benefit) in the table above.

The Company’s income tax expense from discontinued operations was $48 million for the year ended December 31, 2016 (see Note 5). There was no income tax expense from discontinued operations for the years ended December 31, 2018 and 2017.

The following table reconciles income tax expense (benefit) from continuing operations at statutory rates to actual income tax expense recorded (in thousands):

	Year Ended December 31,
	2018			2017			2016
Tax benefit at U.S. federal statutory income tax rate on income or loss subject to tax	$	(17,857	)	$	(21,085	)	$	(4,581	)
State income tax expense, net of federal tax	(1,313		)	(1,222		)	6,081
Gross receipts and margin taxes	1,580			1,716			1,847
Foreign rate differential	301			632			647
Effect of permanent differences	(34		)	6			(280		)
Return to provision adjustments	(278		)	1,597			287
Remeasurement of deferred tax assets and liabilities	—			17,080			—
Increase (decrease) in valuation allowance	(253		)	(57		)	472
Total income tax expense (benefit)	$	(17,854	)	$	(1,333	)	$	4,473

Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following table summarizes the significant components of the Company’s deferred tax assets and liabilities from continuing operations (in thousands):

	December 31,
	2018			2017			2016
Property, primarily differences in depreciation and amortization, the basis of land, and the treatment of interest and certain costs	$	31,034		$	31,691		$	28,940
Net operating loss carryforward	20,559			10,720			8,784
Expense accruals and other	2,424			229			(847		)
Valuation allowance	(295		)	(548		)	(606		)
Net deferred tax assets	$	53,722		$	42,092		$	36,271

Deferred tax assets and liabilities are included in other assets, net and accounts payable and accrued liabilities, respectively.

At December 31, 2018 the Company had a net operating loss (“NOL”) carryforward of $80 million related to the TRS entities. These amounts can be used to offset future taxable income, if any. If unused, $44 million will begin to expire in 2033. The remainder, totaling $36 million, may be carried forward indefinitely.

The Company records a valuation allowance against deferred tax assets in certain jurisdictions when it cannot sustain a conclusion that it is more likely than not that it can realize the deferred tax assets during the periods in which these temporary differences become deductible. The deferred tax asset valuation allowance is adequate to reduce the total deferred tax assets to an amount that the Company estimates will “more-likely-than-not” be realized.

The Company files numerous U.S. federal, state and local income and franchise tax returns. With a few exceptions, the Company is no longer subject to U.S. federal, state, or local tax examinations by taxing authorities for years prior to 2015.

For the years ended December 31, 2018, 2017, and 2016 the tax basis of the Company’s net assets was less than the reported amounts by $1.4 billion, $1.7 billion, and $2.0 billion, respectively. The difference between the reported amounts and the tax basis was primarily related to the Slough Estates USA, Inc. (“SEUSA”) acquisition, which occurred in 2007. SEUSA was a corporation subject to federal and state income taxes. As a result of this acquisition, the Company succeeded to the tax attributes of SEUSA, including the tax basis in the acquired company’s assets and liabilities.

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Earnings Per Common Share

12 Months Ended

Dec. 31, 2018

Earnings Per Share [Abstract]

Earnings Per Common Share

Earnings Per Common Share

Basic income (loss) per common share is computed based upon the weighted average number of common shares outstanding. Diluted income (loss) per common share is computed based upon the weighted average number of common shares outstanding plus the common shares issuable from the assumed conversion of DownREIT units, stock options, certain performance restricted stock units and unvested restricted stock units. Only those instruments having a dilutive impact on our basic income (loss) per share are included in diluted income (loss) per share during the periods presented.

Restricted stock and certain performance restricted stock units are considered participating securities, because dividend payments are not forfeited even if the underlying award does not vest, and require use of the two-class method when computing basic and diluted earnings per share.

In December 2018, the Company entered into forward equity sales agreement to sell up to an aggregate of 15.25 million shares of its common stock (see Note 12) by no later than December 13, 2019. The Company expects to settle this agreement with shares of common stock prior to expiration.

The Company considered the potential dilution resulting from the forward equity sales agreement to the calculation of earnings per share. At inception, the agreement does not have an effect on the computation of basic EPS as no shares are delivered until settlement. However, the Company uses the treasury stock method to determine the dilution resulting from the forward equity sales agreement during the period of time prior to settlement. As the issuance price under the forward equity sales agreement was greater than the average market price at December 31, 2018, the agreement was anti-dilutive.

The following table illustrates the computation of basic and diluted earnings per share (in thousands, except per share data):

	Year Ended December 31,
	2018			2017			2016
Numerator
Net income (loss) from continuing operations	$	1,073,474		$	422,634		$	374,171
Noncontrolling interests' share in earnings	(12,381		)	(8,465		)	(12,179		)
Net income (loss) attributable to HCP, Inc.	1,061,093			414,169			361,992
Less: Participating securities' share in earnings	(2,669		)	(1,156		)	(1,198		)
Income (loss) from continuing operations applicable to common shares	1,058,424			413,013			360,794
Discontinued operations	—			—			265,755
Net income (loss) applicable to common shares	$	1,058,424		$	413,013		$	626,549
Numerator - Dilutive
Net income (loss) applicable to common shares	$	1,058,424		$	413,013		$	626,549
Add: distributions on dilutive convertible units and other	6,919			—			—
Dilutive net income (loss) available to common shares	$	1,065,343		$	413,013		$	626,549
Denominator
Basic weighted average shares outstanding	470,551			468,759			467,195
Dilutive potential common shares - equity awards	168			176			208
Dilutive potential common shares - DownREIT conversions	4,668			—			—
Diluted weighted average common shares	475,387			468,935			467,403
Basic earnings per common share
Continuing operations	$	2.25		$	0.88		$	0.77
Discontinued operations	—			—			0.57
Net income (loss) applicable to common shares	$	2.25		$	0.88		$	1.34
Diluted earnings per common share
Continuing operations	$	2.24		$	0.88		$	0.77
Discontinued operations	—			—			0.57
Net income (loss) applicable to common shares	$	2.24		$	0.88		$	1.34

For all periods presented in the above table, approximately 1 million equity awards (restricted stock units and stock options) and all shares of common stock issuable pursuant to the settlement of forward equity sales agreement (see discussion above) were not included because they are anti-dilutive. For the years ended December 31, 2018, 2017 and 2016, 2 million, 7 million and 7 million shares, respectively, issuable upon conversion of DownREIT units were not included because they are anti-dilutive.

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Supplemental Cash Flow Information

12 Months Ended

Dec. 31, 2018

Supplemental Cash Flow Elements [Abstract]

Supplemental Cash Flow Information

Supplemental Cash Flow Information

The following table summarizes supplemental cash flow information (in thousands):

	Year Ended December 31,
	2018		2017		2016
Supplemental cash flow information:
Interest paid, net of capitalized interest	$	275,690	$	309,111	$	489,453
Income taxes paid	4,480		10,045		13,727
Capitalized interest	21,056		16,937		11,108
Supplemental schedule of non-cash investing and financing activities:
Accrued construction costs	88,826		67,425		49,999
Non-cash impact of QCP Spin-Off, net	—		—		3,539,584
Securities transferred for debt defeasance	—		—		73,278
Retained equity method investment from U.K. JV transaction	104,922		—		—
Derecognition of U.K. Bridge Loan receivable	147,474		—		—
Consolidation of net assets related to U.K. Bridge Loan	106,457		—		—
Vesting of restricted stock units and conversion of non-managing member units into common stock	537		2,908		6,622
Net noncash impact from the consolidation of previously unconsolidated joint ventures (see Note 4)	68,293		—		—
Deconsolidation of noncontrolling interest in connection with RIDEA II transaction	—		58,061		—
Mortgages and other liabilities assumed with real estate acquisitions	8,457		5,425		82,985

See discussions related to: (i) the Brookdale Transactions in Note 3, (ii) the Spin-Off, RIDEA II transaction and U.K. JV transaction in Note 5, (iii) the U.K. Bridge Loan in Notes 7 and 19, and (iv) the acquisition of the outstanding equity interests in three life science joint ventures in Note 4.

The following table summarizes cash, cash equivalents and restricted cash (in thousands):

	December 31,
	2018		2017
Cash and cash equivalents	$	110,790	$	55,306
Restricted cash	29,056		26,897
Cash, cash equivalents and restricted cash	$	139,846	$	82,203

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Variable Interest Entities

12 Months Ended

Dec. 31, 2018

Variable Interest Entities

Variable Interest Entities

Variable Interest Entities

Unconsolidated Variable Interest Entities

At December 31, 2018, the Company had investments in: (i) 48 properties leased to VIE tenants; (ii) four unconsolidated VIE joint ventures; (iii) marketable debt securities of one VIE; and (iv) one loan to a VIE borrower. The Company has determined that it is not the primary beneficiary of and therefore does not consolidate these VIEs because it does not have the ability to control the activities that most significantly impact their economic performance. Except for the Company’s equity interest in the unconsolidated joint ventures (CCRC OpCo, Vintage Park Development JV, Waldwick JV and the LLC investment discussed below), it has no formal involvement in these VIEs beyond its investments.

The Company leases 48 properties to a total of seven tenants that have also been identified as VIEs (“VIE tenants”). These VIE tenants are “thinly capitalized” entities that rely on the operating cash flows generated from the senior housing facilities to pay operating expenses, including the rent obligations under their leases.

The Company holds a 49% ownership interest in CCRC OpCo, a joint venture entity formed in August 2014 that operates senior housing properties in a RIDEA structure and has been identified as a VIE. The equity members of CCRC OpCo “lack power” because they share certain operating rights with Brookdale, as manager of the CCRCs. The assets of CCRC OpCo primarily consist of the CCRCs that it owns and leases, resident fees receivable, notes receivable, and cash and cash equivalents; its obligations primarily consist of operating lease obligations to CCRC PropCo, debt service payments and capital expenditures for the properties, and accounts payable and expense accruals associated with the cost of its CCRCs’ operations. Assets generated by the CCRC operations (primarily rents from CCRC residents) of CCRC OpCo may only be used to settle its contractual obligations (primarily from debt service payments, capital expenditures, and rental costs and operating expenses incurred to manage such facilities).

The Company holds an 85% ownership interest in a joint venture (Vintage Park Development JV), which has been identified as a VIE as power is shared with a member that does not have a substantive equity investment at risk. The assets of the joint venture primarily consist of a leased property (net real estate), rents receivable, and cash and cash equivalents; its obligations primarily consist of debt-service payments. Any assets generated by the joint venture may only be used to settle its respective contractual obligations (primarily debt service payments).

The Company holds an 85% ownership interest in a development joint venture (Waldwick JV), which has been identified as a VIE as power is shared with a member that does not have a substantive equity investment at risk. The assets of the joint venture primarily consist of an in-progress senior housing facility development project that it owns and cash and cash equivalents; its obligations primarily consist of accounts payable and expense accruals associated with the cost of its development obligations. Any assets generated by the joint venture may only be used to settle its respective contractual obligations (primarily development expenses and debt service payments).

The Company holds a limited partner ownership interest in an unconsolidated LLC that has been identified as a VIE. The Company’s involvement in the entity is limited to its equity investment as a limited partner, and it does not have any substantive participating rights or kick-out rights over the general partner. The assets and liabilities of the entity primarily consist of those associated with its senior housing real estate and development activities. Any assets generated by the entity may only be used to settle its contractual obligations (primarily development expenses and debt service payments).

The Company holds commercial mortgage-backed securities (“CMBS”) issued by Federal Home Loan Mortgage Corporation (commonly referred to as Freddie MAC) through a special purpose entity that has been identified as a VIE because it is “thinly capitalized.” The CMBS issued by the VIE are backed by mortgage debt obligations on real estate assets.

The Company provided seller financing of $10 million related to its sale of seven senior housing triple-net facilities. The financing was provided in the form of a secured five-year mezzanine loan to a “thinly capitalized” borrower created to acquire the facilities.

The classification of the related assets and liabilities and their maximum loss exposure as a result of the Company’s involvement with these VIEs at December 31, 2018 are presented below (in thousands):

VIE Type	Asset/Liability Type	Maximum Loss Exposure and Carrying Amount(1)
VIE tenants - DFLs(2)	Net investment in DFLs	$	600,230
VIE tenants - operating leases(2)	Lease intangibles, net and straight-line rent receivables	7,396
CCRC OpCo	Investments in unconsolidated joint ventures	176,236
Unconsolidated development joint ventures	Investments in unconsolidated joint ventures	15,176
Loan - seller financing	Loans Receivable, net	10,000
CMBS and LLC investment	Marketable debt and cost method investment	34,263

_______________________________________

(1) The Company’s maximum loss exposure represents the aggregate carrying amount of such investments (including accrued interest).

(2) The Company’s maximum loss exposure may be mitigated by re-leasing the underlying properties to new tenants upon an event of default.

As of December 31, 2018, the Company had not provided, and is not required to provide, financial support through a liquidity arrangement or otherwise, to its unconsolidated VIEs, including circumstances in which it could be exposed to further losses (e.g., cash shortfalls). See Notes 4, 6, 7 and 8 for additional descriptions of the nature, purpose and operating activities of the Company’s unconsolidated VIEs and interests therein.

Consolidated Variable Interest Entities

HCP, Inc.'s consolidated total assets and total liabilities at December 31, 2018 and December 31, 2017 include certain assets of VIEs that can only be used to settle the liabilities of the related VIE. The VIE creditors do not have recourse to HCP, Inc. Total assets at December 31, 2018 and December 31, 2017 include VIE assets as follows (in thousands):

	December 31,
	2018			2017
Assets
Building and improvements	$	1,949,582		$	2,436,414
Developments in process	39,584			32,285
Land	151,746			227,162
Accumulated depreciation	(398,143		)	(542,091		)
Net real estate	1,742,769			2,153,770
Investments in and advances to unconsolidated joint ventures	1,550			2,231
Accounts receivable, net	7,904			10,242
Cash and cash equivalents	23,772			15,861
Restricted cash	3,399			2,619
Intangible assets, net	111,333			125,475
Other assets, net	43,149			33,749
Total assets	$	1,933,876		$	2,343,947
Liabilities
Mortgage debt	$	44,598		$	45,016
Intangible liabilities, net	19,128			10,672
Accounts payable and accrued expenses	66,736			269,280
Deferred revenue	24,215			14,432
Total liabilities	$	154,677		$	339,400

HCP Ventures V, LLC.  The Company holds a 51% ownership interest in and is the managing member of a joint venture entity formed in October 2015 that owns and leases MOBs (“HCP Ventures V”). Upon adoption of ASU No. 2015-02, Amendments to the Consolidation Analysis (“ASU 2015-02”), the Company classified HCP Ventures V as a VIE due to the non-managing member lacking substantive participation rights in the management of HCP Ventures V or kick-out rights over the managing member. The Company consolidates HCP Ventures V as the primary beneficiary because it has the ability to control the activities that most significantly impact the VIE’s economic performance. The assets of HCP Ventures V primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; its obligations primarily consist of capital expenditures for the properties. Assets generated by HCP Ventures V may only be used to settle its contractual obligations (primarily from capital expenditures).

Vintage Park JV.  The Company holds a 90% ownership interest in and is the managing member of a joint venture entity formed in January 2015 (“Vintage Park JV”) that owns an 85% interest in an unconsolidated development VIE. Upon adoption of ASU 2015-02, the Company classified Vintage Park JV as a VIE due to the non-managing member lacking substantive participation rights in the management of the Vintage Park JV or kick-out rights over the managing member. The Company consolidates Vintage Park JV as the primary beneficiary because it has the ability to control the activities that most significantly impact the VIE’s economic performance. The assets of Vintage Park JV primarily consist of an investment in the Vintage Park Development JV and cash and cash equivalents; its obligations primarily consist of funding the ongoing development of the Vintage Park Development JV. Assets generated by the Vintage Park JV may only be used to settle its contractual obligations (primarily from the funding of the Vintage Park Development JV).

Watertown JV.  The Company holds a 95% ownership interest in and is the managing member of joint venture entities formed in November 2017 that own and operate a senior housing property in a RIDEA structure (“Watertown JV”). Watertown PropCo is a VIE as the Company and the non-managing member share in control of the entity, but substantially all of the entity's activities are performed on behalf of the Company. Watertown OpCo is a VIE as the non-managing member, through its equity interest, lacks substantive participation rights in the management of Watertown OpCo or kick-out rights over the managing member. The Company consolidates Watertown PropCo and Watertown OpCo as the primary beneficiary because it has the ability to control the activities that most significantly impact these VIEs’ economic performance. The assets of Watertown PropCo primarily consist of a leased property (net real estate), rents receivable, and cash and cash equivalents; its obligations primarily consist of notes payable to a non-VIE consolidated subsidiary of the Company. The assets of Watertown OpCo primarily consist of leasehold interests in a senior housing facility (operating lease), resident fees receivable, and cash and cash equivalents; its obligations primarily consist of lease payments to Watertown PropCo and operating expenses of its senior housing facilities (accounts payable and accrued expenses). Assets generated by the senior housing operations (primarily from senior housing resident rents) of the Watertown structure may only be used to settle its contractual obligations (primarily from the rental costs, operating expenses incurred to manage such facilities and debt costs).

Hayden JV.  The Company holds a 99% ownership interest in a joint venture entity formed in December 2017 that owns and leases a life science complex (“Hayden JV”). The Hayden JV is a VIE as the members share in control of the entity, but substantially all of the entity's activities are performed on behalf of the Company. The Company consolidates the Hayden JV as the primary beneficiary because it has the ability to control the activities that most significantly impact these VIEs’ economic performance. The assets of the Hayden JV primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; its obligations primarily consist of debt service payments and capital expenditures for the properties. Assets generated by Hayden JV may only be used to settle its contractual obligations (primarily from capital expenditures).

MSREI JV.  The Company holds a 51% ownership interest in, and is the managing member of, a joint venture entity formed in August 2018 that owns and leases MOBs (the “MSREI JV” - see Note 4). The MSREI JV is a VIE due to the non-managing member lacking substantive participation rights in the management of the joint venture or kick-out rights over the managing member. The Company consolidates the MSREI JV as the primary beneficiary because it has the ability to control the activities that most significantly impact the VIE’s economic performance. The assets of the MSREI JV primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; its obligations primarily consist of capital expenditures for the properties. Assets generated by the MSREI JV may only be used to settle its contractual obligations (primarily from capital expenditures).

Consolidated Lessees. The Company leases six senior housing properties to lessee entities under cash flow leases through which the Company receives monthly rent equal to the residual cash flows of the properties. The lessee entities are classified as VIEs as they are "thinly capitalized" entities. The Company consolidates the lessee entities as it has the ability to control the activities that most significantly impact the economic performance of the lessee entities. The lessee entities' assets primarily consist of leasehold interests in senior housing facilities (operating leases), resident fees receivable, and cash and cash equivalents; its obligations primarily consist of lease payments to the Company and operating expenses of the senior housing facilities (accounts payable and accrued expenses). Assets generated by the senior housing operations (primarily from senior housing resident rents) may only be used to settle its contractual obligations (primarily from the rental costs, operating expenses incurred to manage such facilities and debt costs).

DownREITs.  The Company holds a controlling ownership interest in and is the managing member of five DownREITs. The Company classifies the DownREITs as VIEs due to the non-managing members lacking substantive participation rights in the management of the DownREITs or kick-out rights over the managing member. The Company consolidates the DownREITs as the primary beneficiary because it has the ability to control the activities that most significantly impact these VIEs’ economic performance. The assets of the DownREITs primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; their obligations primarily consist of debt service payments and capital expenditures for the properties. Assets generated by the DownREITs (primarily from resident rents) may only be used to settle their contractual obligations (primarily from debt service and capital expenditures).

Other Consolidated Real Estate Partnerships.  The Company holds a controlling ownership interest in and is the general partner (or managing member) of multiple partnerships that own and lease real estate assets (the “Partnerships”). The Company classifies the Partnerships as VIEs due to the limited partners (non-managing members) lacking substantive participation rights in the management of the Partnerships or kick-out rights over the general partner (managing member). The Company consolidates the Partnerships as the primary beneficiary because it has the ability to control the activities that most significantly impact these VIEs’ economic performance. The assets of the Partnerships primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; their obligations primarily consist of debt service payments and capital expenditures for the properties. Assets generated by the Partnerships (primarily from resident rents) may only be used to settle their contractual obligations (primarily from debt service and capital expenditures).

Other consolidated VIEs.  The Company made a loan to an entity that entered into a tax credit structure (“Tax Credit Subsidiary”) and a loan to an entity that made an investment in a development joint venture (“Development JV”) both of which are considered VIEs. The Company consolidates the Tax Credit Subsidiary and Development JV as the primary beneficiary because it has the ability to control the activities that most significantly impact the VIEs’ economic performance. The assets and liabilities of the Tax Credit Subsidiary and Development JV substantially consist of a development in progress, notes receivable, prepaid expenses, notes payable, and accounts payable and accrued liabilities generated from their operating activities. Any assets generated by the operating activities of the Tax Credit Subsidiary and Development JV may only be used to settle their contractual obligations.

U.K. Bridge Loan.  In 2016, the Company provided a £105 million ($131 million at closing) bridge loan to MMCG to fund the acquisition of a portfolio of seven care homes in the U.K. MMCG created a special purpose entity to acquire the portfolio and funded it entirely using the Company’s bridge loan. As such, the special purpose entity had historically been identified as a VIE because it was “thinly capitalized.” The Company retained a three-year call option to acquire all the shares of the special purpose entity, which it could only exercise upon the occurrence of certain events. During the quarter ended March 31, 2018, the Company concluded that the conditions required to exercise the call option had been met and initiated the call option process to acquire the special purpose entity. In conjunction with initiating the process to legally exercise its call option and the satisfaction of required contingencies, the Company concluded that it was the primary beneficiary of the special purpose entity and therefore, should consolidate the entity. As such, during the quarter ended March 31, 2018, the Company derecognized the previously outstanding loan receivable, recognized the special purpose entity’s assets and liabilities at their respective fair values, and recognized a £29 million ($41 million) loss on consolidation, net of a tax benefit of £2 million ($3 million), to account for the difference between the carrying value of the loan receivable and the fair value of net assets and liabilities assumed. The loss on consolidation is recognized within other income (expense), net and the tax benefit is recognized within income tax benefit (expense). The fair value of net assets and liabilities consolidated during the first quarter of 2018 consisted of £81 million ($114 million) of net real estate, £4 million ($5 million) of intangible assets, and £9 million ($13 million) of net deferred tax liabilities.

In June 2018, the Company completed the exercise of the above-mentioned call option and formally acquired full ownership of the special purpose entity. As such, the Company reconsidered whether the special purpose entity was a VIE and concluded that it was no longer “thinly capitalized” as the previously outstanding bridge loan converted to equity at risk and, therefore, was no longer a VIE. The real estate assets held by the special purpose entity were contributed to the U.K. JV formed by the Company in June 2018 (see Note 5).

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Concentration of Credit Risk

12 Months Ended

Dec. 31, 2018

Risks and Uncertainties [Abstract]

Concentration of Credit Risk

Concentration of Credit Risk

Concentrations of credit risk arise when one or more tenants, operators or obligors related to the Company’s investments are engaged in similar business activities or activities in the same geographic region, or have similar economic features that would cause their ability to meet contractual obligations, including those to the Company, to be similarly affected by changes in economic conditions. The Company regularly monitors various segments of its portfolio to assess potential concentrations of credit risks.

The following tables provide information regarding the Company’s concentrations with respect to Brookdale as a tenant as of and for the periods presented:

	Percentage of Total Assets
	Total Company		Senior Housing Triple-Net
	December 31,		December 31,
Tenant	2018	2017	2018	2017
Brookdale(1)	6	10	27	39

	Percentage of Revenues
	Total Company			Senior Housing Triple-Net
	Year Ended December 31,			Year Ended December 31,
Tenant	2018	2017	2016	2018	2017	2016
Brookdale(1)	6	8	12	38	47	59

_______________________________________

(1) Excludes senior housing facilities operated by Brookdale in the Company’s SHOP segment as discussed below. Percentages of segment and total company revenues include partial-year revenue earned from senior housing triple-net facilities that were sold during 2018. Accordingly, the percentages of segment and total company revenues are expected to decrease in 2019. The years ended December 31, 2017 and 2016 include revenues from 64 senior housing triple-net facilities that were sold in March 2017.

As of December 31, 2018 and 2017, Brookdale managed or operated, in the Company’s SHOP segment, approximately 7% and 13%, respectively, of the Company’s real estate investments based on total assets. Because an operator manages the Company’s facilities in exchange for the receipt of a management fee, the Company is not directly exposed to the credit risk of its operators in the same manner or to the same extent as its triple-net tenants. As of December 31, 2018, Brookdale provided comprehensive facility management and accounting services with respect to 35 of the Company’s SHOP facilities and 16 SHOP facilities owned by its unconsolidated joint ventures, for which the Company or joint venture pay annual management fees pursuant to long-term management agreements. Most of the management agreements have terms ranging from 10 to 15 years, with three to four5-year renewals. The base management fees are 4.5% to 5.0% of gross revenues (as defined) generated by the RIDEA facilities. In addition, there are incentive management fees payable to Brookdale if operating results of the RIDEA properties exceed pre-established EBITDAR (as defined) thresholds.

Brookdale is subject to the registration and reporting requirements of the U.S. Securities and Exchange Commission (“SEC”) and is required to file with the SEC annual reports containing audited financial information and quarterly reports containing unaudited financial information. The information related to Brookdale contained or referred to in this report has been derived from SEC filings made by Brookdale or other publicly available information, or was provided to the Company by Brookdale, and the Company has not verified this information through an independent investigation or otherwise. The Company has no reason to believe that this information is inaccurate in any material respect, but the Company cannot assure the reader of its accuracy. The Company is providing this data for informational purposes only, and encourages the reader to obtain Brookdale’s publicly available filings, which can be found on the SEC’s website at www.sec.gov.

See Note 3 for further information on the reduction of concentration related to Brookdale.

To mitigate the credit risk of leasing properties to certain senior housing operators, leases with operators are often combined into portfolios that contain cross-default terms, so that if a tenant of any of the properties in a portfolio defaults on its obligations under its lease, the Company may pursue its remedies under the lease with respect to any of the properties in the portfolio. Certain portfolios also contain terms whereby the net operating profits of the properties are combined for the purpose of securing the funding of rental payments due under each lease.

The following table provides information regarding the Company’s concentrations with respect to certain states; the information provided is presented for the gross assets and revenues that are associated with certain real estate assets as percentages of total Company’s total assets and revenues:

	Percentage of Total Company Assets		Percentage of Total Company Revenues
	December 31,		Year Ended December 31,
State	2018	2017	2018	2017	2016
California	34	31	26	26	26
Texas	16	14	18	17	17

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Fair Value Measurements

12 Months Ended

Dec. 31, 2018

Financial Instruments, Owned, at Fair Value [Abstract]

Fair Value Measurements

Fair Value Measurements

Financial assets and liabilities measured at fair value on a recurring basis at December 31, 2018 in the consolidated balance sheets are immaterial.

The table below summarizes the carrying amounts and fair values of the Company’s financial instruments (in thousands):

	December 31,
	2018(3)				2017(3)
	Carrying Value		Fair Value		Carrying Value		Fair Value
Loans receivable, net(2)	$	62,998	$	62,998	$	313,326	$	313,242
Marketable debt securities(2)	19,202		19,202		18,690		18,690
Bank line of credit(2)	80,103		80,103		1,017,076		1,017,076
Term loan(2)	—		—		228,288		228,288
Senior unsecured notes(1)	5,258,550		5,302,485		6,396,451		6,737,825
Mortgage debt(2)	138,470		136,161		144,486		125,984
Other debt(2)	90,785		90,785		94,165		94,165
Interest-rate swap liabilities(2)	1,310		1,310		2,483		2,483
Cross currency swap liability(2)	—		—		10,968		10,968

_______________________________________

(1) Level 1: Fair value calculated based on quoted prices in active markets.

(2) Level 2: Fair value based on (i) for marketable debt securities, quoted prices for similar or identical instruments in active or inactive markets, respectively, or (ii) or for loans receivable, net, mortgage debt, and swaps, calculated utilizing standardized pricing models in which significant inputs or value drivers are observable in active markets. For bank line of credit, term loans and other debt, the carrying values are a reasonable estimate of fair value because the borrowings are primarily based on market interest rates and the Company’s credit rating.

(3) During the years ended December 31, 2018 and 2017, there were no transfers of financial assets or liabilities within the fair value hierarchy.

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Derivative Financial Instruments

12 Months Ended

Dec. 31, 2018

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments

Derivative Financial Instruments

The following table summarizes the Company’s outstanding interest-rate contracts as of December 31, 2018 (dollars in thousands):

Date Entered	Maturity Date	Hedge Designation	Notional		Pay Rate	Receive Rate	Fair Value(1)
Interest rate:
July 2005(2)	July 2020	Cash Flow	$	43,000	3.820%	BMA Swap Index	$	(1,310	)

_____________________________

(1) Derivative liabilities are recorded in accounts payable and accrued liabilities on the consolidated balance sheets.

(2) Represents three interest-rate swap contracts, which hedge fluctuations in interest payments on variable-rate secured debt due to overall changes in hedged cash flows.

The Company uses derivative instruments to mitigate the effects of interest rate fluctuations on specific forecasted transactions as well as recognized financial obligations or assets. Utilizing derivative instruments allows the Company to manage the risk of fluctuations in interest rates related to the potential impact these changes could have on future earnings and forecasted cash flows. The Company does not use derivative instruments for speculative or trading purposes. Assuming a one percentage point shift in the underlying interest rate curve, the estimated change in fair value of each of the underlying derivative instruments would not exceed $1 million.

On June 29, 2018, concurrent with closing the U.K. JV transaction, the Company terminated a cross currency swap contract, which was designated as a hedge of the Company’s net investment in the U.K. As such, upon deconsolidation of the U.K. Portfolio, the Company reclassified the $6 million loss in other comprehensive income related to the cross currency swap through gain (loss) on sales of real estate, net.

As of December 31, 2018, £55 million of the Company’s GBP-denominated borrowings under the Facility are designated as a hedge of a portion of the Company’s net investments in GBP-functional currency unconsolidated subsidiaries to mitigate its exposure to fluctuations in the GBP to USD exchange rate. For instruments that are designated and qualify as net investment hedges, the variability in the foreign currency to USD exchange rate of the instrument is recorded as part of the cumulative translation adjustment component of accumulated other comprehensive income (loss). Accordingly, the remeasurement value of the designated £55 million GBP-denominated borrowings due primarily to fluctuations in the GBP to USD exchange rate are reported in accumulated other comprehensive income (loss) as the hedging relationship is considered to be effective. The balance in accumulated other comprehensive income (loss) (loss of $2 million at December 31, 2018) will be reclassified to earnings when the Company sells its remaining U.K. investments.

XML

Selected Quarterly Financial Data (Unaudited)

12 Months Ended

Dec. 31, 2018

Quarterly Financial Information Disclosure [Abstract]

Selected Quarterly Financial Data (Unaudited)

Selected Quarterly Financial Data (Unaudited)

The following table summarizes selected quarterly information for the years ended December 31, 2018 and 2017 (in thousands, except per share amounts):

	Three Months Ended 2018
	March 31		June 30		September 30		December 31
Total revenues	$	479,197	$	469,551	$	456,022	$	441,919
Income (loss) before income taxes and equity income from investments in unconsolidated joint ventures	37,331		88,375		98,908		833,600
Net income (loss)	43,237		92,928		102,926		834,383
Net income (loss) applicable to HCP, Inc.	40,232		89,942		99,371		831,548
Dividends paid per common share	0.37		0.37		0.37		0.37
Basic earnings per common share	0.08		0.19		0.21		1.75
Diluted earnings per common share	0.08		0.19		0.21		1.73

	Three Months Ended 2017
	March 31		June 30		September 30			December 31
Total revenues	$	492,168	$	458,928	$	454,023		$	443,259
Income (loss) before income taxes and equity income from investments in unconsolidated joint ventures	454,746		18,874		(12,263		)	(50,957		)
Net (loss) income	464,177		22,101		(5,720		)	(57,924		)
Net (loss) income applicable to HCP, Inc.	461,145		19,383		(7,657		)	(58,702		)
Dividends paid per common share	0.37		0.37		0.37			0.37
Basic earnings per common share	0.98		0.04		(0.02		)	(0.13		)
Diluted earnings per common share	0.97		0.04		(0.02		)	(0.13		)

The above selected quarterly financial data includes the following significant transactions:

2018

• During the quarter ended December 31, 2018, the Company sold its Shoreline Technology Center life science campus for $1.0 billion and recognized a gain on sale of $726 million.

• During the quarter ended December 31, 2018, the Company acquired the outstanding equity interests in three life science joint ventures for $92 million and recognized a gain on consolidation of $50 million.

• During the quarter ended December 31, 2018, the Company sold 19 senior housing assets (11 senior housing triple-net assets and eight SHOP assets) for $377 million and recognized gain on sales of $40 million.

• During the quarter ended December 31, 2018, the Company recognized impairment charges of $33 million related to four underperforming SHOP assets.

• During the quarter ended September 30, 2018, the Company repurchased $700 million of its 5.375% senior notes due 2021 and recorded a $44 million loss on debt extinguishment.

• During the quarter ended March 31, 2018, The Company recognized a £29 million ($41 million) loss on consolidation related to the U.K. Bridge Loan (see Notes 7 and 19).

2017

• During the quarter ended December 31, 2017, the Company recognized a $20 million net reduction of rental and related revenues and $35 million of operating expense related to the Brookdale Transactions.

• During the quarter ended December 31, 2017, the Company recorded an impairment charge of $84 million related to the Tandem Mezzanine Loan.

• During the quarter ended December 31, 2017, the Company recognized a tax expense of $17 million due to a remeasurement of deferred tax assets and liabilities.

• During the quarter ended September 30, 2017, the Company repurchased $500 million of its 5.375% senior notes due 2021 and recorded a $54 million loss on debt extinguishment.

• During the quarter ended June 30, 2017, the Company recorded an impairment charge of $57 million related to the Tandem Mezzanine Loan.

• During the quarter ended March 31, 2017, the Company deconsolidated the net assets of RIDEA II and recognized a net gain on sale of $99 million.

• During the quarter ended March 31, 2017, the Company sold 64 senior housing triple-net assets, resulting in a net gain on sale of $170 million.

• During the quarter ended March 31, 2017, the Company sold its Four Seasons Notes, which generated a £42 million ($51 million) gain on sale.

XML

Schedule II: Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2018

SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]

Schedule II: Valuation and Qualifying Accounts

Valuation and Qualifying Accounts

Allowance Accounts(1)			Additions				Deductions
Year Ended December 31,	Balance at Beginning of Year		Amounts Charged Against Operations, net		Acquired Properties		Uncollectible Accounts Written-off			Dispositions			Balance at End of Year
2018	$	169,374	$	4,105	$	—	$	(1,887	)	$	(143,795	)	$	27,797
2017	29,518		144,135		—		(2,732		)	(1,547		)	169,374
2016	36,180		1,177		—		(2,843		)	(4,996		)	29,518

_______________________________________

(1) Includes allowance for doubtful accounts, straight-line rent reserves, and allowances for loan and direct financing lease losses (see Note 6 to the Consolidated Financial Statements).

XML

Schedule III: Real Estate and Accumulated Depreciation

12 Months Ended

Dec. 31, 2018

SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation Disclosure [Abstract]

Schedule III: Real Estate and Accumulated Depreciation

Real Estate and Accumulated Depreciation

			Encumbrances at December 31, 2018		Initial Cost to Company				Costs Capitalized Subsequent to Acquisition		Gross Amount at Which Carried As of December 31, 2018						Accumulated Depreciation(2)			Year Acquired/ Constructed
	City	State			Land		Buildings and Improvements				Land		Buildings and Improvements		Total(1)
Senior housing triple-net
1107	Huntsville	AL	$	—	$	307	$	5,813	$	—	$	307	$	5,453	$	5,760	$	(1,670	)	2006
0786	Douglas	AZ	—		110		703		—		110		703		813		(385		)	2005
0518	Tucson	AZ	—		2,350		24,037		—		2,350		24,037		26,387		(12,219		)	2002
1238	Beverly Hills	CA	—		9,872		32,590		9,257		9,872		38,972		48,844		(11,638		)	2006
0883	Carmichael	CA	—		4,270		13,846		—		4,270		13,236		17,506		(3,998		)	2006
2204	Chino Hills	CA	—		3,720		41,183		—		3,720		41,183		44,903		(6,307		)	2014
0851	Citrus Heights	CA	—		1,180		8,367		—		1,180		8,037		9,217		(3,370		)	2006
0790	Concord	CA	25,000		6,010		39,601		—		6,010		38,301		44,311		(12,835		)	2005
0787	Dana Point	CA	—		1,960		15,946		—		1,960		15,466		17,426		(5,187		)	2005
0798	Escondido	CA	14,340		5,090		24,253		—		5,090		23,353		28,443		(7,833		)	2005
0791	Fremont	CA	—		2,360		11,672		—		2,360		11,192		13,552		(3,754		)	2005
0788	Granada Hills	CA	—		2,200		18,257		—		2,200		17,637		19,837		(5,916		)	2005
0227	Lodi	CA	—		732		5,453		—		732		5,453		6,185		(3,164		)	1997
0226	Murietta	CA	—		435		5,729		—		435		5,729		6,164		(3,257		)	1997
1165	Northridge	CA	—		6,718		26,309		2,820		6,752		27,890		34,642		(9,012		)	2006
0789	Pleasant Hill	CA	6,270		2,480		21,333		—		2,480		20,633		23,113		(6,921		)	2005
2205	Roseville	CA	—		3,844		33,527		—		3,844		33,527		37,371		(5,038		)	2014
0793	South San Francisco	CA	—		3,000		16,586		—		3,000		16,056		19,056		(5,380		)	2005
0792	Ventura	CA	—		2,030		17,379		—		2,030		16,749		18,779		(5,618		)	2005
0512	Denver	CO	—		2,810		36,021		1,885		2,810		37,686		40,496		(18,826		)	2002
1000	Greenwood Village	CO	—		3,367		43,610		2,894		3,367		45,708		49,075		(13,295		)	2006
0861	Apopka	FL	—		920		4,816		994		920		5,710		6,630		(2,073		)	2006
0852	Boca Raton	FL	—		4,730		17,532		5,471		4,730		22,391		27,121		(8,375		)	2006
2467	Ft Myers	FL	—		2,782		21,827		—		2,782		21,827		24,609		(2,400		)	2016
1095	Gainesville	FL	—		1,221		12,226		83		1,221		12,084		13,305		(3,675		)	2006
0490	Jacksonville	FL	—		3,250		25,936		6,170		3,250		32,106		35,356		(13,791		)	2002
1096	Jacksonville	FL	—		1,587		15,616		65		1,587		15,363		16,950		(4,685		)	2006
1017	Palm Harbor	FL	—		1,462		16,774		696		1,462		17,084		18,546		(5,277		)	2006
0802	St. Augustine	FL	—		830		11,627		1,471		830		12,698		13,528		(4,887		)	2005
1097	Tallahassee	FL	—		1,331		19,039		123		1,331		18,818		20,149		(5,725		)	2006
1605	Vero Beach	FL	—		700		16,234		—		700		15,484		16,184		(3,539		)	2010
1257	Vero Beach	FL	—		2,035		34,993		201		2,035		33,634		35,669		(10,298		)	2006
2165	Hartwell	GA	—		368		6,337		320		368		6,657		7,025		(1,235		)	2012
2066	Lawrenceville	GA	—		581		2,669		576		581		3,245		3,826		(860		)	2012
1241	Lilburn	GA	—		907		17,340		370		907		17,125		18,032		(5,296		)	2006
2086	Newnan	GA	—		1,227		4,202		533		1,227		4,735		5,962		(1,183		)	2012
1005	Oak Park	IL	—		3,476		35,259		1,862		3,476		36,575		40,051		(10,507		)	2006
1162	Orland Park	IL	—		2,623		23,154		1,732		2,623		24,111		26,734		(7,514		)	2006
1237	Wilmette	IL	—		1,100		9,373		791		1,100		9,940		11,040		(3,091		)	2006
2115	Murray	KY	—		288		7,400		319		288		7,719		8,007		(1,574		)	2012
1249	Frederick	MD	—		609		9,158		1,217		609		9,811		10,420		(2,948		)	2006
0546	Cape Elizabeth	ME	—		630		3,524		93		630		3,617		4,247		(1,428		)	2003
0545	Saco	ME	—		80		2,363		155		80		2,518		2,598		(991		)	2003
1258	Auburn Hills	MI	—		2,281		10,692		—		2,281		10,692		12,973		(3,274		)	2006
1248	Farmington Hills	MI	—		1,013		12,119		968		1,013		12,435		13,448		(3,928		)	2006
1259	Sterling Heights	MI	—		1,593		11,500		—		1,593		11,181		12,774		(3,424		)	2006
1235	Des Peres	MO	—		4,361		20,664		1,333		4,361		21,379		25,740		(6,385		)	2006
1236	Richmond Heights	MO	—		1,744		24,232		413		1,744		23,961		25,705		(7,364		)	2006
0853	St. Louis	MO	—		2,500		20,343		—		2,500		19,853		22,353		(8,327		)	2006
0878	Charlotte	NC	—		710		9,559		—		710		9,159		9,869		(2,767		)	2006
2465	Charlotte	NC	—		1,373		10,774		—		1,373		10,774		12,147		(1,185		)	2016
2468	Franklin	NC	—		1,082		8,489		—		1,082		8,489		9,571		(933		)	2016
2466	Raeford	NC	—		1,304		10,230		—		1,304		10,230		11,534		(1,125		)	2016
1254	Raleigh	NC	—		1,191		11,532		1,198		1,191		12,182		13,373		(3,572		)	2006
1239	Cresskill	NJ	—		4,684		53,927		618		4,684		53,503		58,187		(16,460		)	2006
0734	Hillsborough	NJ	—		1,042		10,042		796		1,042		10,372		11,414		(3,485		)	2005
1242	Madison	NJ	—		3,157		19,909		252		3,157		19,523		22,680		(5,969		)	2006
1231	Saddle River	NJ	—		1,784		15,625		754		1,784		15,710		17,494		(4,848		)	2006
0796	Las Vegas	NV	—		1,960		5,816		—		1,960		5,426		7,386		(1,820		)	2005
1252	Brooklyn	NY	—		8,117		23,627		1,198		8,117		23,669		31,786		(7,319		)	2006
1256	Brooklyn	NY	—		5,215		39,052		1,290		5,215		39,312		44,527		(12,230		)	2006
1253	Youngstown	OH	—		695		10,444		760		695		10,824		11,519		(3,478		)	2006
2131	Keizer	OR	2,262		551		6,454		—		551		6,454		7,005		(1,136		)	2013
2152	McMinnville	OR	—		3,203		24,909		5,839		3,203		29,253		32,456		(6,757		)	2012
2089	Newberg	OR	—		1,889		16,855		874		1,889		17,729		19,618		(3,025		)	2012
2133	Portland	OR	—		1,615		12,030		189		1,615		12,219		13,834		(1,926		)	2012
2050	Redmond	OR	—		1,229		21,921		844		1,229		22,765		23,994		(3,594		)	2012
2084	Roseburg	OR	—		1,042		12,090		145		1,042		12,235		13,277		(2,305		)	2012
2134	Scappoose	OR	—		353		1,258		17		353		1,275		1,628		(317		)	2012
2153	Scappoose	OR	—		971		7,116		162		971		7,278		8,249		(1,584		)	2012
2088	Tualatin	OR	—		—		6,326		396		—		6,722		6,722		(1,687		)	2012
2180	Windfield Village	OR	2,456		580		9,817		—		580		9,817		10,397		(1,723		)	2013
1163	Haverford	PA	—		16,461		108,816		14,337		16,461		118,289		134,750		(37,303		)	2006
2063	Selinsgrove	PA	—		529		9,111		255		529		9,366		9,895		(1,971		)	2012
1973	South Kingstown	RI	—		1,390		12,551		630		1,390		12,918		14,308		(3,660		)	2011
1975	Tiverton	RI	—		3,240		25,735		651		3,240		25,939		29,179		(7,152		)	2011
1104	Aiken	SC	—		357		14,832		151		363		14,395		14,758		(4,447		)	2006
1109	Columbia	SC	—		408		7,527		131		412		7,411		7,823		(2,311		)	2006
0306	Georgetown	SC	—		239		3,008		—		239		3,008		3,247		(1,303		)	1998
0879	Greenville	SC	—		1,090		12,558		—		1,090		12,058		13,148		(3,642		)	2006

			Encumbrances at December 31, 2018		Initial Cost to Company				Costs Capitalized Subsequent to Acquisition		Gross Amount at Which Carried As of December 31, 2018						Accumulated Depreciation(2)			Year Acquired/ Constructed
	City	State			Land		Buildings and Improvements				Land		Buildings and Improvements		Total(1)
0305	Lancaster	SC	—		84		2,982		—		84		2,982		3,066		(1,208		)	1998
0880	Myrtle Beach	SC	—		900		10,913		—		900		10,513		11,413		(3,176		)	2006
0312	Rock Hill	SC	—		203		2,671		—		203		2,671		2,874		(1,136		)	1998
1113	Rock Hill	SC	—		695		4,119		322		795		4,074		4,869		(1,440		)	2006
0313	Sumter	SC	—		196		2,623		—		196		2,623		2,819		(1,136		)	1998
2073	Kingsport	TN	—		1,113		8,625		335		1,113		8,960		10,073		(1,732		)	2012
1003	Nashville	TN	—		812		16,983		2,524		812		18,759		19,571		(5,180		)	2006
0843	Abilene	TX	—		300		2,830		—		300		2,710		3,010		(853		)	2006
2107	Amarillo	TX	—		1,315		26,838		894		1,315		27,732		29,047		(4,649		)	2012
0511	Austin	TX	—		2,960		41,645		—		2,960		41,645		44,605		(21,169		)	2002
2075	Bedford	TX	—		1,204		26,845		1,704		1,204		28,549		29,753		(5,120		)	2012
0844	Burleson	TX	—		1,050		5,242		—		1,050		4,902		5,952		(1,542		)	2006
0848	Cedar Hill	TX	—		1,070		11,554		—		1,070		11,104		12,174		(3,493		)	2006
1325	Cedar Hill	TX	—		440		7,494		—		440		6,974		7,414		(2,048		)	2007
1106	Houston	TX	—		1,008		15,333		183		1,020		14,955		15,975		(4,601		)	2006
0845	North Richland Hills	TX	—		520		5,117		—		520		4,807		5,327		(1,512		)	2006
0846	North Richland Hills	TX	—		870		9,259		—		870		8,819		9,689		(3,171		)	2006
2162	Portland	TX	—		1,233		14,001		3,027		1,233		17,028		18,261		(3,484		)	2012
2116	Sherman	TX	—		209		3,492		187		209		3,679		3,888		(787		)	2012
0847	Waxahachie	TX	—		390		3,879		—		390		3,659		4,049		(1,151		)	2006
2470	Abingdon	VA	—		1,584		12,431		—		1,584		12,431		14,015		(1,367		)	2016
1244	Arlington	VA	—		3,833		7,076		940		3,833		7,573		11,406		(2,456		)	2006
1245	Arlington	VA	—		7,278		37,407		3,543		7,278		39,779		47,057		(12,340		)	2006
0881	Chesapeake	VA	—		1,090		12,444		—		1,090		11,944		13,034		(3,608		)	2006
1247	Falls Church	VA	—		2,228		8,887		969		2,228		9,522		11,750		(3,051		)	2006
1164	Fort Belvoir	VA	—		11,594		99,528		12,927		11,594		109,472		121,066		(35,474		)	2006
1250	Leesburg	VA	—		607		3,236		275		607		3,296		3,903		(3,415		)	2006
1246	Sterling	VA	—		2,360		22,932		1,279		2,360		23,297		25,657		(7,241		)	2006
0225	Woodbridge	VA	—		950		6,983		1,652		950		8,460		9,410		(3,916		)	1997
2095	College Place	WA	—		758		8,051		720		758		8,771		9,529		(1,814		)	2012
1240	Edmonds	WA	—		1,418		16,502		155		1,418		16,138		17,556		(4,953		)	2006
0797	Kirkland	WA	—		1,000		13,403		—		1,000		13,043		14,043		(4,375		)	2005
1251	Mercer Island	WA	—		4,209		8,123		640		4,209		8,253		12,462		(2,575		)	2006
2096	Poulsbo	WA	—		1,801		18,068		231		1,801		18,299		20,100		(3,288		)	2012
2102	Richland	WA	—		249		5,067		138		249		5,205		5,454		(926		)	2012
0794	Shoreline	WA	—		1,590		10,671		—		1,590		10,261		11,851		(3,442		)	2005
0795	Shoreline	WA	—		4,030		26,421		—		4,030		25,651		29,681		(8,542		)	2005
2061	Vancouver	WA	—		513		4,556		263		513		4,819		5,332		(1,092		)	2012
2062	Vancouver	WA	—		1,498		9,997		211		1,498		10,207		11,705		(1,787		)	2012
			$	50,328	$	243,697	$	1,955,332	$	107,418	$	243,853	$	2,011,624	$	2,255,477	$	(604,961	)

			Encumbrances at December 31, 2018		Initial Cost to Company				Costs Capitalized Subsequent to Acquisition		Gross Amount at Which Carried As of December 31, 2018						Accumulated Depreciation(2)			Year Acquired/ Constructed
	City	State			Land		Buildings and Improvements				Land		Buildings and Improvements		Total(1)
Senior housing operating portfolio
1974	Sun City	AZ	$	—	$	2,640	$	33,223	$	3,260	$	2,640	$	35,953	$	38,593	$	(10,613	)	2011
1965	Fresno	CA	—		1,730		31,918		2,583		1,730		34,071		35,801		(9,839		)	2011
2593	Irvine	CA	—		8,220		14,104		3,191		8,220		16,755		24,975		(3,846		)	2006
2792	Santa Rosa	CA	—		3,582		21,113		2,314		3,627		22,087		25,714		(6,971		)	2006
1966	Sun City	CA	—		2,650		22,709		4,471		2,650		26,725		29,375		(8,704		)	2011
2505	Arvada	CO	—		1,788		29,896		1,744		1,788		31,640		33,428		(3,885		)	2015
2506	Boulder	CO	—		2,424		36,746		2,064		2,424		38,810		41,234		(3,546		)	2015
2515	Denver	CO	—		2,311		18,645		2,204		2,311		20,849		23,160		(3,673		)	2015
2508	Lakewood	CO	—		4,384		60,795		2,244		4,384		63,039		67,423		(7,050		)	2015
2509	Lakewood	CO	—		2,296		37,236		1,815		2,296		39,051		41,347		(3,664		)	2015
2782	Glastonbury	CT	—		1,658		16,046		653		1,658		16,699		18,357		(3,148		)	2012
2783	Torrington	CT	—		166		11,001		4,637		166		15,228		15,394		(4,941		)	2005
2603	Boca Raton	FL	—		2,415		17,923		2,062		2,415		18,960		21,375		(5,124		)	2006
1963	Boynton Beach	FL	—		2,550		31,521		4,971		2,550		35,827		38,377		(11,022		)	2011
1964	Boynton Beach	FL	—		570		5,649		2,550		570		8,006		8,576		(3,052		)	2011
2602	Boynton Beach	FL	—		1,270		4,773		4,124		1,270		7,123		8,393		(1,589		)	2003
2520	Clearwater	FL	—		2,250		2,627		2,284		2,250		4,331		6,581		(1,353		)	2015
2604	Coconut Creek	FL	—		2,461		16,006		3,026		2,461		17,598		20,059		(4,568		)	2006
2601	Delray Beach	FL	—		850		6,637		3,139		850		8,863		9,713		(2,587		)	2002
2517	Ft Lauderdale	FL	—		2,867		43,126		4,806		2,867		47,776		50,643		(6,847		)	2015
2592	Lantana	FL	—		3,520		26,452		1,317		3,520		26,969		30,489		(10,731		)	2006
2522	Lutz	FL	—		902		15,169		2,494		902		17,663		18,565		(1,759		)	2015
2523	Orange City	FL	—		912		9,724		1,320		912		11,044		11,956		(1,599		)	2015
2775	Port Orange	FL	—		2,340		9,898		1,498		2,340		10,875		13,215		(3,737		)	2005
2524	Port St Lucie	FL	—		893		10,333		1,319		893		11,652		12,545		(1,802		)	2015
1971	Sarasota	FL	—		3,050		29,516		7,938		3,050		37,025		40,075		(11,489		)	2011
2861	Springtree	FL	—		1,066		15,874		1,451		1,066		8,429		9,495		(3,258		)	2013
2526	Tamarac	FL	—		970		16,037		1,577		970		17,614		18,584		(1,943		)	2015
2527	Vero Beach	FL	—		1,048		17,392		1,762		1,048		19,154		20,202		(2,124		)	2015
2858	Canton	GA	—		401		17,888		473		401		6,609		7,010		(2,881		)	2012
2859	Bufford	GA	—		562		3,604		500		562		4,104		4,666		(994		)	2015
2860	Bufford	GA	—		536		3,142		343		536		3,485		4,021		(803		)	2012
2200	Deer Park	IL	—		4,172		2,417		44,603		4,229		44,546		48,775		(3,584		)	2014
1961	Olympia Fields	IL	—		4,120		29,400		4,420		4,120		33,294		37,414		(9,914		)	2011
1952	Vernon Hills	IL	—		4,900		45,854		7,677		4,900		52,835		57,735		(16,017		)	2011
2595	Indianapolis	IN	—		1,197		7,718		1,092		1,197		8,578		9,775		(2,448		)	2006
2596	W Lafayette	IN	—		813		10,876		1,432		813		8,011		8,824		(3,433		)	2006

			Encumbrances at December 31, 2018		Initial Cost to Company				Costs Capitalized Subsequent to Acquisition		Gross Amount at Which Carried As of December 31, 2018						Accumulated Depreciation(2)			Year Acquired/ Constructed
	City	State			Land		Buildings and Improvements				Land		Buildings and Improvements		Total(1)
2778	Louisville	KY	—		1,499		26,252		734		1,513		26,138		27,651		(7,869		)	2006
2787	Plymouth	MA	—		2,434		9,027		1,033		2,438		9,260		11,698		(2,855		)	2006
2746	Watertown	MA	—		8,828		29,317		203		8,828		29,520		38,348		(923		)	2017
2583	Ellicott City	MD	18,985		3,607		31,720		1,626		3,607		33,346		36,953		(2,413		)	2016
2584	Hanover	MD	8,839		4,513		25,625		1,208		4,513		26,833		31,346		(1,907		)	2016
2585	Laurel	MD	5,733		3,895		13,331		1,279		3,895		14,610		18,505		(1,381		)	2016
2541	Olney	MD	—		1,580		33,802		228		1,580		34,030		35,610		(3,309		)	2015
2586	Parkville	MD	20,485		3,854		29,061		1,209		3,854		30,270		34,124		(2,558		)	2016
2587	Waldorf	MD	8,289		392		20,514		868		392		21,382		21,774		(1,507		)	2016
2788	Westminster	MD	—		768		5,251		1,963		768		6,902		7,670		(2,908		)	1998
2776	Mooresville	NC	—		2,538		37,617		2,114		2,538		39,731		42,269		(6,653		)	2012
2780	Cherry Hill	NJ	—		2,420		11,042		2,545		2,420		13,037		15,457		(4,374		)	2010
2781	Manahawkin	NJ	—		921		9,927		891		921		10,352		11,273		(3,544		)	2005
2779	Voorhees Township	NJ	—		900		7,629		934		900		8,224		9,124		(3,542		)	1998
2589	Albuquerque	NM	—		767		9,324		539		767		9,364		10,131		(4,322		)	1996
2516	Centerville	OH	—		1,065		10,901		1,658		1,065		12,559		13,624		(2,337		)	2015
2512	Cincinnati	OH	—		1,180		6,157		2,702		1,180		8,859		10,039		(2,137		)	2015
2597	Fairborn	OH	—		298		10,704		3,983		298		14,456		14,754		(4,140		)	2006
2789	Portland	OR	—		—		16,087		486		—		16,573		16,573		(2,512		)	2012
1962	Warwick	RI	—		1,050		17,389		5,807		1,050		22,841		23,891		(6,867		)	2011
2401	Germantown	TN	—		3,640		64,588		528		3,640		65,116		68,756		(7,538		)	2015
2784	Arlington	TX	—		2,494		12,192		576		2,540		12,012		14,552		(3,622		)	2006
2608	Arlington	TX	—		2,002		19,110		239		2,002		18,968		20,970		(5,553		)	2006
2531	Austin	TX	—		607		15,972		573		607		16,545		17,152		(1,624		)	2015
2786	Friendswood	TX	—		400		7,354		723		400		7,756		8,156		(2,776		)	2002
2529	Grand Prairie	TX	—		865		10,650		1,395		865		12,045		12,910		(1,728		)	2015
1955	Houston	TX	—		9,820		50,079		11,978		9,820		60,746		70,566		(19,773		)	2011
1957	Houston	TX	—		8,170		37,285		6,545		8,170		42,999		51,169		(13,451		)	2011
2785	Houston	TX	—		835		7,195		671		835		7,866		8,701		(3,557		)	1997
2402	Houston	TX	—		1,740		32,057		153		1,740		32,210		33,950		(3,840		)	2015
2606	Houston	TX	—		2,470		21,710		4,132		2,470		24,992		27,462		(11,297		)	2002
2530	N Richland Hills	TX	—		1,190		17,756		1,493		1,190		19,249		20,439		(2,434		)	2015
2532	San Antonio	TX	—		613		5,874		1,027		613		6,901		7,514		(1,367		)	2015
2607	San Antonio	TX	—		730		3,961		421		730		4,067		4,797		(1,500		)	2002
2533	San Marcos	TX	—		765		18,175		996		765		19,171		19,936		(1,980		)	2015
1954	Sugar Land	TX	—		3,420		36,846		6,275		3,420		42,422		45,842		(13,190		)	2011
2510	Temple	TX	—		2,354		52,859		1,384		2,354		54,243		56,597		(5,438		)	2015
2400	Victoria	TX	—		1,032		7,743		2,406		1,032		9,253		10,285		(1,347		)	2015
2605	Victoria	TX	—		175		4,290		5,589		175		8,424		8,599		(2,878		)	1995
1953	Webster	TX	—		4,780		30,854		8,547		4,780		35,409		40,189		(9,958		)	2011
2582	Fredericksburg	VA	—		2,370		19,725		157		2,370		19,882		22,252		(1,260		)	2016
2581	Leesburg	VA	12,039		1,340		17,605		1,054		1,340		18,659		19,999		(1,304		)	2016
2514	Richmond	VA	—		2,981		54,203		2,437		2,981		56,640		59,621		(5,253		)	2015
2777	Sterling	VA	—		1,046		15,788		599		1,046		16,378		17,424		(2,690		)	2012
2790	Bellevue	WA	—		3,734		16,171		775		3,737		16,224		19,961		(5,014		)	2006
2791	Kenmore	WA	—		3,284		16,641		694		3,284		17,335		20,619		(2,954		)	2012
2745	Madison	WI	—		834		10,050		449		834		10,499		11,333		(2,116		)	2012
			$	74,370	$	186,684	$	1,700,398	$	233,184	$	186,853	$	1,875,576	$	2,062,429	$	(388,038	)

			Encumbrances at December 31, 2018		Initial Cost to Company				Costs Capitalized Subsequent to Acquisition		Gross Amount at Which Carried As of December 31, 2018						Accumulated Depreciation(2)			Year Acquired/ Constructed
	City	State			Land		Buildings and Improvements				Land		Buildings and Improvements		Total(1)
Life science
1483	Brisbane	CA	$	—	$	8,498	$	500	$	5,740	$	8,498	$	6,240	$	14,738	$	—		2007
1484	Brisbane	CA	—		11,331		689		8,775		11,331		9,464		20,795		—			2007
1485	Brisbane	CA	—		11,331		600		7,648		11,331		8,248		19,579		—			2007
1486	Brisbane	CA	—		11,331		—		75,700		11,331		75,700		87,031		—			2007
1487	Brisbane	CA	—		8,498		—		6,940		8,498		6,940		15,438		—			2007
1401	Hayward	CA	—		900		7,100		1,746		900		7,992		8,892		(2,077		)	2007
1402	Hayward	CA	—		1,500		6,400		3,682		1,719		9,863		11,582		(4,881		)	2007
1403	Hayward	CA	—		1,900		7,100		4,722		1,900		11,568		13,468		(3,734		)	2007
1404	Hayward	CA	—		2,200		17,200		1,402		2,200		18,602		20,802		(4,987		)	2007
1405	Hayward	CA	—		1,000		3,200		7,478		1,000		10,678		11,678		(7,239		)	2007
1549	Hayward	CA	—		1,006		4,259		3,463		1,055		6,409		7,464		(3,005		)	2007
1550	Hayward	CA	—		677		2,761		5,583		710		2,836		3,546		(1,695		)	2007
1551	Hayward	CA	—		661		1,995		4,632		693		5,489		6,182		(3,885		)	2007
1552	Hayward	CA	—		1,187		7,139		1,346		1,222		8,094		9,316		(3,874		)	2007
1553	Hayward	CA	—		1,189		9,465		7,361		1,225		16,265		17,490		(6,377		)	2007
1554	Hayward	CA	—		1,246		5,179		3,332		1,283		7,599		8,882		(3,070		)	2007
1555	Hayward	CA	—		1,521		13,546		6,401		1,566		19,888		21,454		(8,316		)	2007
1556	Hayward	CA	—		1,212		5,120		3,661		1,249		5,828		7,077		(2,324		)	2007
1424	La Jolla	CA	—		9,600		25,283		9,309		9,719		32,286		42,005		(10,326		)	2007
1425	La Jolla	CA	—		6,200		19,883		431		6,276		20,228		26,504		(5,764		)	2007
1426	La Jolla	CA	—		7,200		12,412		12,379		7,287		21,690		28,977		(6,393		)	2007
1427	La Jolla	CA	—		8,700		16,983		6,273		8,767		21,894		30,661		(8,488		)	2007
1949	La Jolla	CA	—		2,686		11,045		769		2,686		11,474		14,160		(3,106		)	2011
2229	La Jolla	CA	—		8,753		32,528		7,427		8,777		39,791		48,568		(5,363		)	2014
1470	Poway	CA	—		5,826		12,200		6,048		5,826		12,542		18,368		(3,515		)	2007
1471	Poway	CA	—		5,978		14,200		4,253		5,978		14,200		20,178		(4,053		)	2007
1472	Poway	CA	—		8,654		—		11,906		8,654		11,906		20,560		(1,692		)	2007
1473	Poway	CA	—		11,024		2,405		26,213		11,024		28,618		39,642		—			2007
1474	Poway	CA	—		5,051		—		8,345		5,051		8,345		13,396		—			2007
1475	Poway	CA	—		5,655		—		9,051		5,655		9,051		14,706		—			2007
1478	Poway	CA	—		6,700		14,400		6,145		6,700		14,400		21,100		(4,110		)	2007
1499	Redwood City	CA	—		3,400		5,500		2,631		3,407		7,231		10,638		(2,881		)	2007
1500	Redwood City	CA	—		2,500		4,100		1,220		2,506		4,563		7,069		(1,657		)	2007
1501	Redwood City	CA	—		3,600		4,600		860		3,607		5,024		8,631		(1,892		)	2007
1502	Redwood City	CA	—		3,100		5,100		954		3,107		5,801		8,908		(2,157		)	2007
1503	Redwood City	CA	—		4,800		17,300		3,794		4,818		21,076		25,894		(6,984		)	2007
1504	Redwood City	CA	—		5,400		15,500		10,450		5,418		25,932		31,350		(4,889		)	2007
1505	Redwood City	CA	—		3,000		3,500		826		3,006		4,115		7,121		(1,842		)	2007
1506	Redwood City	CA	—		6,000		14,300		14,556		6,018		28,230		34,248		(6,207		)	2007
1507	Redwood City	CA	—		1,900		12,800		13,559		1,912		26,347		28,259		(8,935		)	2007
1508	Redwood City	CA	—		2,700		11,300		12,120		2,712		23,408		26,120		(7,055		)	2007
1509	Redwood City	CA	—		2,700		10,900		10,476		2,712		20,841		23,553		(8,950		)	2007
1510	Redwood City	CA	—		2,200		12,000		5,515		2,212		13,621		15,833		(3,912		)	2007
1511	Redwood City	CA	—		2,600		9,300		2,031		2,612		10,764		13,376		(2,992		)	2007
1512	Redwood City	CA	—		3,300		18,000		12,425		3,300		30,425		33,725		(9,824		)	2007
1513	Redwood City	CA	—		3,300		17,900		14,794		3,326		32,668		35,994		(11,920		)	2007
0678	San Diego	CA	—		2,603		11,051		3,143		2,603		14,194		16,797		(4,995		)	2002
0679	San Diego	CA	—		5,269		23,566		21,860		5,669		41,726		47,395		(13,463		)	2002
0837	San Diego	CA	—		4,630		2,028		8,982		4,630		7,850		12,480		(4,139		)	2006
0838	San Diego	CA	—		2,040		903		5,111		2,040		6,014		8,054		(2,710		)	2006
0839	San Diego	CA	—		3,940		3,184		5,733		4,047		5,591		9,638		(2,245		)	2006
0840	San Diego	CA	—		5,690		4,579		789		5,830		4,802		10,632		(1,747		)	2006
1418	San Diego	CA	—		11,700		31,243		6,408		11,700		37,651		49,351		(14,414		)	2007
1420	San Diego	CA	—		6,524		—		5,327		6,524		5,327		11,851		—			2007
1421	San Diego	CA	—		7,000		33,779		1,209		7,000		34,988		41,988		(10,073		)	2007
1422	San Diego	CA	—		7,179		3,687		4,681		7,336		8,211		15,547		(2,911		)	2007
1423	San Diego	CA	—		8,400		33,144		466		8,400		33,610		42,010		(9,467		)	2007
1514	San Diego	CA	—		5,200		—		—		5,200		—		5,200		—			2007
1558	San Diego	CA	—		7,740		22,654		3,461		7,888		24,736		32,624		(7,051		)	2007
1947	San Diego	CA	—		2,581		10,534		4,164		2,581		14,698		17,279		(3,905		)	2011
1948	San Diego	CA	—		5,879		25,305		2,619		5,879		26,741		32,620		(7,767		)	2011
2197	San Diego	CA	—		7,621		3,913		8,150		7,626		10,767		18,393		(2,868		)	2007
2476	San Diego	CA	—		7,661		9,918		5,388		7,661		15,306		22,967		(194		)	2016
2477	San Diego	CA	—		9,207		14,613		6,543		9,207		21,156		30,363		(1,779		)	2016
2478	San Diego	CA	—		6,000		—		517		6,000		517		6,517		—			2016
2617	San Diego	CA	—		2,734		5,195		8,494		2,734		13,689		16,423		—			2017
2618	San Diego	CA	—		4,100		12,395		69		4,100		12,464		16,564		(860		)	2017
2622	San Diego	CA	—		—		—		5,899		—		5,899		5,899		—			2004
2872	San Diego	CA	—		10,120		38,351		1,265		10,120		39,616		49,736		(121		)	2018
2873	San Diego	CA	—		6,052		14,122		—		6,052		14,122		20,174		(52		)	2018
1407	South San Francisco	CA	—		7,182		12,140		9,752		7,186		13,134		20,320		(4,173		)	2007
1408	South San Francisco	CA	—		9,000		17,800		1,460		9,000		18,237		27,237		(5,160		)	2007
1409	South San Francisco	CA	—		18,000		38,043		5,248		18,000		43,291		61,291		(12,226		)	2007
1410	South San Francisco	CA	—		4,900		18,100		6,506		4,900		24,606		29,506		(5,067		)	2007
1411	South San Francisco	CA	—		8,000		27,700		2,812		8,000		30,512		38,512		(7,701		)	2007
1412	South San Francisco	CA	—		10,100		22,521		2,222		10,100		24,504		34,604		(6,981		)	2007
1413	South San Francisco	CA	—		8,000		28,299		7,826		8,000		36,125		44,125		(8,450		)	2007
1414	South San Francisco	CA	—		3,700		20,800		2,248		3,700		22,845		26,545		(6,881		)	2007
1430	South San Francisco	CA	—		10,700		23,621		9,224		10,700		31,485		42,185		(6,318		)	2007
1431	South San Francisco	CA	—		7,000		15,500		5,096		7,000		20,596		27,596		(4,608		)	2007
1435	South San Francisco	CA	—		13,800		42,500		37,058		13,800		79,558		93,358		(22,319		)	2008
1436	South San Francisco	CA	—		14,500		45,300		36,935		14,500		82,235		96,735		(22,804		)	2008
1437	South San Francisco	CA	—		9,400		24,800		50,276		9,400		73,506		82,906		(18,430		)	2008

			Encumbrances at December 31, 2018		Initial Cost to Company				Costs Capitalized Subsequent to Acquisition		Gross Amount at Which Carried As of December 31, 2018						Accumulated Depreciation(2)			Year Acquired/ Constructed
	City	State			Land		Buildings and Improvements				Land		Buildings and Improvements		Total(1)
1439	South San Francisco	CA	—		11,900		68,848		95		11,900		68,943		80,843		(19,674		)	2007
1440	South San Francisco	CA	—		10,000		57,954		448		10,000		58,402		68,402		(16,543		)	2007
1441	South San Francisco	CA	—		9,300		43,549		8		9,300		43,557		52,857		(12,432		)	2007
1442	South San Francisco	CA	—		11,000		47,289		91		11,000		47,380		58,380		(13,561		)	2007
1443	South San Francisco	CA	—		13,200		60,932		2,642		13,200		63,574		76,774		(17,643		)	2007
1444	South San Francisco	CA	—		10,500		33,776		360		10,500		34,136		44,636		(9,874		)	2007
1445	South San Francisco	CA	—		10,600		34,083		9		10,600		34,092		44,692		(9,730		)	2007
1458	South San Francisco	CA	—		10,900		20,900		8,704		10,909		24,372		35,281		(8,268		)	2007
1459	South San Francisco	CA	—		3,600		100		276		3,600		376		3,976		(94		)	2007
1460	South San Francisco	CA	—		2,300		100		145		2,300		245		2,545		(100		)	2007
1461	South San Francisco	CA	—		3,900		200		267		3,900		467		4,367		(200		)	2007
1462	South San Francisco	CA	—		7,117		600		4,939		7,117		5,191		12,308		(2,438		)	2007
1463	South San Francisco	CA	—		10,381		2,300		20,647		10,381		20,599		30,980		(4,210		)	2007
1464	South San Francisco	CA	—		7,403		700		11,638		7,403		7,987		15,390		(1,670		)	2007
1468	South San Francisco	CA	—		10,100		24,013		4,774		10,100		26,642		36,742		(8,863		)	2007
1480	South San Francisco	CA	—		32,210		3,110		11,653		32,210		14,763		46,973		—			2007
1559	South San Francisco	CA	—		5,666		5,773		12,970		5,695		18,645		24,340		(12,153		)	2007
1560	South San Francisco	CA	—		1,204		1,293		2,627		1,210		3,799		5,009		(1,421		)	2007
1983	South San Francisco	CA	—		8,648		—		95,927		8,648		95,927		104,575		(10,795		)	2016
1984	South San Francisco	CA	—		7,845		—		84,580		7,844		84,581		92,425		(6,250		)	2017
1985	South San Francisco	CA	—		6,708		—		120,735		6,708		120,735		127,443		(7,119		)	2017
1986	South San Francisco	CA	—		6,708		—		106,278		6,708		106,278		112,986		(4,392		)	2018
1987	South San Francisco	CA	—		8,544		—		143,536		8,544		143,536		152,080		—			2011
1988	South San Francisco	CA	—		10,120		—		11,437		10,120		11,437		21,557		—			2011
1989	South San Francisco	CA	—		9,169		—		22,380		9,169		22,380		31,549		—			2011
2553	South San Francisco	CA	—		2,897		8,691		2,824		2,897		11,515		14,412		(1,297		)	2015
2554	South San Francisco	CA	—		995		2,754		1,930		995		4,684		5,679		(276		)	2015
2555	South San Francisco	CA	—		2,202		10,776		578		2,202		11,354		13,556		(1,048		)	2015
2556	South San Francisco	CA	—		2,962		15,108		210		2,962		15,318		18,280		(1,356		)	2015
2557	South San Francisco	CA	—		2,453		13,063		3,616		2,453		16,679		19,132		(1,418		)	2015
2558	South San Francisco	CA	—		1,163		5,925		58		1,163		5,983		7,146		(531		)	2015
2614	South San Francisco	CA	—		5,079		8,584		1,330		5,083		9,261		14,344		(3,110		)	2007
2615	South San Francisco	CA	—		7,984		13,495		3,243		7,988		16,719		24,707		(6,514		)	2007
2616	South San Francisco	CA	—		8,355		14,121		1,876		8,358		14,565		22,923		(4,722		)	2007
2624	South San Francisco	CA	—		25,502		42,910		5,081		25,502		47,945		73,447		(2,064		)	2017
2870	South San Francisco	CA	—		23,297		41,797		5,324		23,297		47,121		70,418		—			2018
2871	South San Francisco	CA	—		20,293		41,262		12,476		20,293		53,738		74,031		(125		)	2018
9999	Denton	TX	—		100		—		—		100		—		100		—			2016
2630	Lexington	MA	—		16,411		49,681		415		16,411		50,096		66,507		(2,502		)	2017
2631	Lexington	MA	—		7,759		142,081		14,269		7,759		156,350		164,109		(4,724		)	2017
2632	Lexington	MA	—		—		21,390		21,055		—		42,445		42,445		—			2018
2011	Durham	NC	5,399		448		6,152		21,524		448		27,639		28,087		(6,291		)	2011
2030	Durham	NC	—		1,920		5,661		34,187		1,920		39,848		41,768		(8,964		)	2012
0464	Salt Lake City	UT	—		630		6,921		2,562		630		9,483		10,113		(3,571		)	2001
0465	Salt Lake City	UT	—		125		6,368		68		125		6,436		6,561		(2,527		)	2001
0466	Salt Lake City	UT	—		—		14,614		7		—		14,621		14,621		(5,200		)	2001
0507	Salt Lake City	UT	—		280		4,345		231		280		4,350		4,630		(1,593		)	2002
0799	Salt Lake City	UT	—		—		14,600		90		—		14,690		14,690		(4,343		)	2005
1593	Salt Lake City	UT	—		—		23,998		—		—		23,998		23,998		(6,121		)	2010
			$	5,399	$	833,745	$	1,976,797	$	1,461,433	$	835,829	$	3,347,365	$	4,183,194	$	(647,977	)

			Encumbrances at December 31, 2018		Initial Cost to Company				Costs Capitalized Subsequent to Acquisition		Gross Amount at Which Carried As of December 31, 2018						Accumulated Depreciation(2)			Year Acquired/ Constructed
	City	State			Land		Buildings and Improvements				Land		Buildings and Improvements		Total(1)
Medical office
0638	Anchorage	AK	$	—	$	1,456	$	10,650	$	12,360	$	1,456	$	22,957	$	24,413	$	(7,603	)	2006
2572	Springdale	AR	—		—		27,714		—		—		27,714		27,714		(1,833		)	2016
0520	Chandler	AZ	—		3,669		13,503		6,460		3,749		18,696		22,445		(5,558		)	2002
2040	Mesa	AZ	—		—		17,314		1,303		—		18,431		18,431		(2,990		)	2012
0468	Oro Valley	AZ	—		1,050		6,774		983		1,084		7,148		8,232		(3,093		)	2001
0356	Phoenix	AZ	—		780		3,199		2,795		865		4,987		5,852		(2,228		)	1999
0470	Phoenix	AZ	—		280		877		166		280		1,008		1,288		(386		)	2001
1066	Scottsdale	AZ	—		5,115		14,064		4,215		4,839		17,150		21,989		(5,695		)	2006
2021	Scottsdale	AZ	—		—		12,312		2,153		—		14,238		14,238		(4,586		)	2012
2022	Scottsdale	AZ	—		—		9,179		1,684		—		10,713		10,713		(3,598		)	2012
2023	Scottsdale	AZ	—		—		6,398		1,597		—		7,860		7,860		(2,380		)	2012
2024	Scottsdale	AZ	—		—		9,522		905		—		10,427		10,427		(2,930		)	2012
2025	Scottsdale	AZ	—		—		4,102		1,805		—		5,756		5,756		(1,999		)	2012
2026	Scottsdale	AZ	—		—		3,655		2,112		—		5,692		5,692		(1,389		)	2012
2027	Scottsdale	AZ	—		—		7,168		2,179		—		9,230		9,230		(2,627		)	2012
2028	Scottsdale	AZ	—		—		6,659		3,658		—		10,317		10,317		(2,384		)	2012
0453	Tucson	AZ	—		215		6,318		1,464		326		7,113		7,439		(3,710		)	2000
0556	Tucson	AZ	—		215		3,940		1,613		267		5,073		5,340		(1,783		)	2003
1041	Brentwood	CA	—		—		30,864		3,135		309		32,911		33,220		(10,485		)	2006
1200	Encino	CA	—		6,151		10,438		4,890		6,646		13,427		20,073		(5,175		)	2006
0436	Murietta	CA	—		400		9,266		4,755		638		12,319		12,957		(6,168		)	1999
0239	Poway	CA	—		2,700		10,839		4,239		2,887		12,603		15,490		(6,904		)	1997
2654	Riverside	CA	—		2,758		9,908		214		2,758		10,122		12,880		(443		)	2017
0318	Sacramento	CA	—		2,860		37,566		27,503		2,911		65,005		67,916		(14,223		)	1998
2404	Sacramento	CA	—		1,268		5,109		594		1,299		5,672		6,971		(926		)	2015
0234	San Diego	CA	—		2,848		5,879		1,450		3,009		4,981		7,990		(3,361		)	1997
0235	San Diego	CA	—		2,863		8,913		2,913		3,068		8,154		11,222		(5,437		)	1997
0236	San Diego	CA	—		4,619		19,370		4,023		4,711		16,004		20,715		(9,933		)	1997
0421	San Diego	CA	—		2,910		19,984		16,349		2,964		34,960		37,924		(10,037		)	1999
0564	San Jose	CA	—		1,935		1,728		2,756		1,935		3,283		5,218		(1,476		)	2003
0565	San Jose	CA	—		1,460		7,672		958		1,460		8,149		9,609		(3,215		)	2003
0659	Los Gatos	CA	—		1,718		3,124		662		1,758		3,632		5,390		(1,487		)	2000
0439	Valencia	CA	—		2,300		6,967		4,054		2,404		8,855		11,259		(4,035		)	1999
1211	Valencia	CA	—		1,344		7,507		797		1,383		7,965		9,348		(2,552		)	2006
0440	West Hills	CA	—		2,100		11,595		4,472		2,259		12,284		14,543		(6,231		)	1999
0728	Aurora	CO	—		—		8,764		3,082		—		9,273		9,273		(3,701		)	2005
1196	Aurora	CO	—		210		12,362		7,310		210		18,828		19,038		(4,677		)	2006
1197	Aurora	CO	—		200		8,414		5,729		285		13,482		13,767		(3,935		)	2006
0882	Colorado Springs	CO	—		—		12,933		11,273		—		19,512		19,512		(5,300		)	2006
1199	Denver	CO	—		493		7,897		1,865		622		9,367		9,989		(3,916		)	2006
0808	Englewood	CO	—		—		8,616		9,472		11		16,904		16,915		(7,304		)	2005
0809	Englewood	CO	—		—		8,449		4,510		—		11,508		11,508		(4,680		)	2005
0810	Englewood	CO	—		—		8,040		13,144		—		18,828		18,828		(5,465		)	2005
0811	Englewood	CO	—		—		8,472		5,951		—		12,747		12,747		(4,403		)	2005
2658	Highlands Ranch	CO	—		1,637		10,063		—		1,637		10,063		11,700		(387		)	2017
0812	Littleton	CO	—		—		4,562		2,561		257		5,816		6,073		(2,497		)	2005
0813	Littleton	CO	—		—		4,926		2,326		106		6,456		6,562		(2,375		)	2005
0570	Lone Tree	CO	—		—		—		20,148		—		19,410		19,410		(7,306		)	2003
0666	Lone Tree	CO	—		—		23,274		3,384		—		25,328		25,328		(8,783		)	2000
2233	Lone Tree	CO	—		—		6,734		30,176		—		37,573		37,573		(4,704		)	2014
1076	Parker	CO	—		—		13,388		1,112		8		14,240		14,248		(4,728		)	2006
0510	Thornton	CO	—		236		10,206		4,332		454		13,741		14,195		(5,710		)	2002
0434	Atlantis	FL	—		—		2,027		462		5		2,269		2,274		(1,152		)	1999
0435	Atlantis	FL	—		—		2,000		1,190		—		2,578		2,578		(1,210		)	1999
0602	Atlantis	FL	—		455		2,231		1,006		455		2,879		3,334		(1,079		)	2000
0604	Englewood	FL	—		170		1,134		495		226		1,346		1,572		(561		)	2000
0609	Kissimmee	FL	—		788		174		649		788		721		1,509		(290		)	2000
0610	Kissimmee	FL	—		481		347		790		494		901		1,395		(484		)	2000
0671	Kissimmee	FL	—		—		7,574		2,637		—		8,483		8,483		(3,016		)	2000
0603	Lake Worth	FL	—		1,507		2,894		1,807		1,507		4,562		6,069		(2,211		)	2000
0612	Margate	FL	—		1,553		6,898		1,811		1,553		8,364		9,917		(3,025		)	2000
0613	Miami	FL	—		4,392		11,841		5,072		4,392		14,740		19,132		(5,581		)	2000
2202	Miami	FL	—		—		13,123		4,918		—		17,903		17,903		(3,791		)	2014
2203	Miami	FL	—		—		8,877		3,245		—		12,111		12,111		(2,243		)	2014
1067	Milton	FL	—		—		8,566		356		—		8,903		8,903		(2,781		)	2006
2577	Naples	FL	—		—		29,186		97		—		29,283		29,283		(1,805		)	2016
2578	Naples	FL	—		—		18,819		433		—		19,252		19,252		(989		)	2016
0563	Orlando	FL	—		2,144		5,136		14,659		11,769		8,479		20,248		(4,606		)	2003
0833	Pace	FL	—		—		10,309		3,528		26		11,517		11,543		(3,302		)	2006
0834	Pensacola	FL	—		—		11,166		478		—		11,644		11,644		(3,612		)	2006
0614	Plantation	FL	—		969		3,241		1,754		1,017		4,246		5,263		(1,638		)	2000
0673	Plantation	FL	—		1,091		7,176		2,002		1,091		8,724		9,815		(2,970		)	2002
2579	Punta Gorda	FL	—		—		9,379		—		—		9,379		9,379		(559		)	2016
2833	St. Petersburg	FL	—		—		13,754		10,904		—		22,810		22,810		(6,704		)	2006
2836	Tampa	FL	—		1,967		6,602		7,747		2,425		11,056		13,481		(4,844		)	2006
1058	Blue Ridge	GA	—		—		3,231		260		—		3,473		3,473		(1,030		)	2006
2576	Statesboro	GA	—		—		10,234		120		—		10,354		10,354		(823		)	2016
1065	Marion	IL	—		99		11,538		2,075		100		13,184		13,284		(3,883		)	2006
1057	Newburgh	IN	—		—		14,019		5,383		—		19,394		19,394		(5,950		)	2006
2039	Kansas City	KS	—		440		2,173		17		448		2,182		2,630		(438		)	2012
2043	Overland Park	KS	—		—		7,668		947		—		8,615		8,615		(1,603		)	2012
0483	Wichita	KS	—		530		3,341		713		530		3,617		4,147		(1,323		)	2001
1064	Lexington	KY	—		—		12,726		1,381		—		13,863		13,863		(4,851		)	2006

			Encumbrances at December 31, 2018	Initial Cost to Company		Costs Capitalized Subsequent to Acquisition	Gross Amount at Which Carried As of December 31, 2018			Accumulated Depreciation(2)		Year Acquired/ Constructed
	City	State		Land	Buildings and Improvements		Land	Buildings and Improvements	Total(1)
0735	Louisville	KY	—	936	8,426	8,002	1,232	13,584	14,816	(10,052	)	2005
0737	Louisville	KY	—	835	27,627	7,344	878	33,344	34,222	(12,665	)	2005
0738	Louisville	KY	—	780	8,582	6,189	851	12,514	13,365	(8,055	)	2005
0739	Louisville	KY	—	826	13,814	1,992	832	14,277	15,109	(5,127	)	2005
2834	Louisville	KY	—	2,983	13,171	5,188	2,991	17,068	20,059	(7,916	)	2005
1944	Louisville	KY	—	788	2,414	—	788	2,414	3,202	(773	)	2010
1945	Louisville	KY	—	3,255	28,644	1,393	3,291	29,700	32,991	(8,126	)	2010
1946	Louisville	KY	—	430	6,125	197	430	6,322	6,752	(1,682	)	2010
2237	Louisville	KY	—	1,519	15,386	3,741	1,618	19,022	20,640	(3,185	)	2014
2238	Louisville	KY	—	1,334	12,172	1,786	1,511	13,701	15,212	(2,590	)	2014
2239	Louisville	KY	—	1,644	10,832	5,748	2,041	16,183	18,224	(2,886	)	2014
1324	Haverhill	MA	—	800	8,537	2,327	869	9,128	9,997	(2,763	)	2007
1213	Ellicott City	MD	—	1,115	3,206	3,001	1,222	5,203	6,425	(2,362	)	2006
0361	GlenBurnie	MD	—	670	5,085	—	670	5,085	5,755	(2,857	)	1999
1052	Towson	MD	—	—	14,233	3,754	—	12,684	12,684	(3,816	)	2006
2650	Biddeford	ME	—	1,949	12,244	—	1,949	12,244	14,193	(458	)	2017
0240	Minneapolis	MN	—	117	13,213	4,070	117	16,704	16,821	(9,159	)	1997
0300	Minneapolis	MN	—	160	10,131	4,659	160	13,604	13,764	(7,418	)	1997
2032	Independence	MO	—	—	48,025	2,304	—	50,329	50,329	(7,787	)	2012
1078	Flowood	MS	—	—	8,413	1,233	—	8,979	8,979	(2,619	)	2006
1059	Jackson	MS	—	—	8,868	167	—	9,027	9,027	(2,759	)	2006
1060	Jackson	MS	—	—	7,187	2,217	—	9,161	9,161	(3,329	)	2006
1068	Omaha	NE	—	—	16,243	1,499	17	17,367	17,384	(5,560	)	2006
2651	Charlotte	NC	—	2,001	11,217	37	2,001	11,254	13,255	(419	)	2017
2655	Wilmington	NC	—	1,341	17,376	—	1,341	17,376	18,717	(704	)	2017
2656	Wilmington	NC	—	2,071	11,592	—	2,071	11,592	13,663	(429	)	2017
2657	Shallotte	NC	—	918	3,609	—	918	3,609	4,527	(184	)	2017
2647	Concord	NH	—	1,961	23,516	85	1,961	23,601	25,562	(925	)	2017
2648	Concord	NH	—	815	8,902	136	815	9,038	9,853	(371	)	2017
2649	Epsom	NH	—	919	5,868	18	919	5,886	6,805	(320	)	2017
0729	Albuquerque	NM	—	—	5,380	757	—	5,746	5,746	(1,880	)	2005
0348	Elko	NV	—	55	2,637	22	55	2,659	2,714	(1,509	)	1999
0571	Las Vegas	NV	—	—	—	19,618	—	18,200	18,200	(6,870	)	2003
0660	Las Vegas	NV	—	1,121	4,363	6,756	1,328	8,395	9,723	(3,362	)	2000
0661	Las Vegas	NV	—	2,305	4,829	6,057	2,447	9,458	11,905	(4,481	)	2000
0662	Las Vegas	NV	—	3,480	12,305	6,385	3,480	15,850	19,330	(5,842	)	2000
0663	Las Vegas	NV	—	1,717	3,597	11,588	1,724	13,468	15,192	(3,086	)	2000
0664	Las Vegas	NV	—	1,172	—	633	1,805	—	1,805	(116	)	2000
0691	Las Vegas	NV	—	3,244	18,339	7,961	3,338	24,718	28,056	(10,680	)	2004
2037	Mesquite	NV	—	—	5,559	491	34	5,905	5,939	(974	)	2012
1285	Cleveland	OH	—	823	2,726	1,259	853	3,031	3,884	(1,225	)	2006
0400	Harrison	OH	—	—	4,561	300	—	4,861	4,861	(2,738	)	1999
1054	Durant	OK	—	619	9,256	1,925	659	11,100	11,759	(3,440	)	2006
0817	Owasso	OK	—	—	6,582	1,543	—	5,614	5,614	(1,670	)	2005
0404	Roseburg	OR	—	—	5,707	700	—	6,407	6,407	(3,555	)	1999
2570	Limerick	PA	—	925	20,072	51	925	20,123	21,048	(1,561	)	2016
2234	Philadelphia	PA	—	24,264	99,904	36,386	24,288	136,146	160,434	(12,528	)	2014
2403	Philadelphia	PA	—	26,063	97,646	14,725	26,110	112,324	138,434	(16,206	)	2015
2571	Wilkes-Barre	PA	—	—	9,138	—	—	9,138	9,138	(729	)	2016
2573	Florence	SC	—	—	12,090	91	—	12,181	12,181	(769	)	2016
2574	Florence	SC	—	—	12,190	88	—	12,278	12,278	(774	)	2016
2575	Florence	SC	—	—	11,243	56	—	11,299	11,299	(875	)	2016
2841	Greenville	SC	—	627	38,391	—	627	38,391	39,018	(746	)	2018
2842	Greenville	SC	—	809	41,260	—	809	41,260	42,069	(824	)	2018
2843	Greenville	SC	—	610	22,251	—	610	22,251	22,861	(451	)	2018
2844	Greenville	SC	—	799	18,914	—	799	18,914	19,713	(403	)	2018
2845	Greenville	SC	—	944	40,841	—	944	40,841	41,785	(744	)	2018
2846	Greenville	SC	—	921	38,416	—	921	38,416	39,337	(715	)	2018
2847	Greenville	SC	—	621	26,358	—	621	26,358	26,979	(649	)	2018
2848	Greenville	SC	—	318	5,816	—	318	5,816	6,134	(116	)	2018
2849	Greenville	SC	—	310	5,675	—	310	5,675	5,985	(126	)	2018
2850	Greenville	SC	—	201	6,590	—	201	6,590	6,791	(143	)	2018
2853	Greenville	SC	—	503	6,522	—	503	6,522	7,025	(225	)	2018
2854	Greenville	SC	—	804	13,719	—	804	13,719	14,523	(352	)	2018
2855	Greenville	SC	—	377	496	—	377	496	873	(53	)	2018
2856	Greenville	SC	—	246	416	—	246	416	662	(50	)	2018
2857	Greenville	SC	—	186	210	—	186	210	396	(27	)	2018
2851	Travelers Rest	SC	—	498	1,015	—	498	1,015	1,513	(66	)	2018
2862	Myrtle Beach	SC	—	—	—	2,852	—	2,882	2,882	—		2018
0624	Hendersonville	TN	—	256	1,530	2,541	256	3,372	3,628	(1,169	)	2000
0559	Hermitage	TN	—	830	5,036	12,083	851	15,024	15,875	(3,735	)	2003
0561	Hermitage	TN	—	596	9,698	6,642	596	14,544	15,140	(6,241	)	2003
0562	Hermitage	TN	—	317	6,528	3,199	317	8,860	9,177	(4,403	)	2003
0154	Knoxville	TN	—	700	4,559	5,016	700	9,119	9,819	(4,890	)	1994
0625	Nashville	TN	—	955	14,289	4,470	955	16,768	17,723	(5,977	)	2000
0626	Nashville	TN	—	2,050	5,211	4,631	2,055	8,738	10,793	(3,646	)	2000
0627	Nashville	TN	—	1,007	181	752	1,060	813	1,873	(495	)	2000
0628	Nashville	TN	—	2,980	7,164	3,993	2,980	11,202	14,182	(5,152	)	2000
0630	Nashville	TN	—	515	848	437	528	1,085	1,613	(383	)	2000
0631	Nashville	TN	—	266	1,305	1,644	266	2,461	2,727	(1,033	)	2000
0632	Nashville	TN	—	827	7,642	4,532	827	10,111	10,938	(3,855	)	2000
0633	Nashville	TN	—	5,425	12,577	6,397	5,425	18,049	23,474	(8,895	)	2000
0634	Nashville	TN	—	3,818	15,185	11,118	3,818	24,285	28,103	(10,002	)	2000
0636	Nashville	TN	—	583	450	360	583	717	1,300	(233	)	2000

			Encumbrances at December 31, 2018	Initial Cost to Company		Costs Capitalized Subsequent to Acquisition	Gross Amount at Which Carried As of December 31, 2018			Accumulated Depreciation(2)		Year Acquired/ Constructed
	City	State		Land	Buildings and Improvements		Land	Buildings and Improvements	Total(1)
2611	Allen	TX	—	1,330	5,960	426	1,330	6,386	7,716	(439	)	2016
2612	Allen	TX	—	1,310	4,165	596	1,310	4,761	6,071	(378	)	2016
0573	Arlington	TX	—	769	12,355	4,678	769	15,695	16,464	(6,049	)	2003
2621	Cedar Park	TX	—	1,617	11,640	—	1,617	11,640	13,257	(427	)	2017
0576	Conroe	TX	—	324	4,842	3,068	324	6,491	6,815	(2,253	)	2000
0577	Conroe	TX	—	397	7,966	2,469	397	9,764	10,161	(3,966	)	2000
0578	Conroe	TX	—	388	7,975	4,540	388	10,986	11,374	(3,941	)	2006
0579	Conroe	TX	—	188	3,618	1,343	188	4,805	4,993	(1,943	)	2000
0581	Corpus Christi	TX	—	717	8,181	5,953	717	11,728	12,445	(4,542	)	2000
0600	Corpus Christi	TX	—	328	3,210	4,468	328	5,801	6,129	(2,168	)	2000
0601	Corpus Christi	TX	—	313	1,771	2,047	325	3,098	3,423	(1,197	)	2000
2839	Cypress	TX	—	—	—	34,265	11	34,254	34,265	(3,795	)	2015
0582	Dallas	TX	—	1,664	6,785	4,588	1,746	9,642	11,388	(3,775	)	2000
1314	Dallas	TX	—	15,230	162,971	42,680	23,992	193,414	217,406	(60,706	)	2006
0583	Fort Worth	TX	—	898	4,866	3,626	898	7,643	8,541	(2,557	)	2000
0805	Fort Worth	TX	—	—	2,481	1,315	2	3,329	3,331	(1,755	)	2005
0806	Fort Worth	TX	—	—	6,070	1,155	5	6,928	6,933	(2,221	)	2005
2231	Fort Worth	TX	—	902	—	44	946	—	946	(17	)	2014
2619	Fort Worth	TX	—	1,180	13,432	6	1,180	13,438	14,618	(458	)	2017
2620	Fort Worth	TX	—	1,961	14,155	138	1,961	14,293	16,254	(503	)	2017
1061	Granbury	TX	—	—	6,863	1,125	—	7,848	7,848	(2,309	)	2006
0430	Houston	TX	—	1,927	33,140	17,718	2,200	48,704	50,904	(21,111	)	1999
0446	Houston	TX	—	2,200	19,585	21,378	2,936	33,668	36,604	(19,818	)	1999
0589	Houston	TX	—	1,676	12,602	6,758	1,706	16,361	18,067	(6,139	)	2000
0670	Houston	TX	—	257	2,884	1,606	318	3,689	4,007	(1,406	)	2000
0702	Houston	TX	—	—	7,414	2,906	7	9,239	9,246	(3,219	)	2004
1044	Houston	TX	—	—	4,838	3,498	—	6,634	6,634	(2,112	)	2006
2542	Houston	TX	—	304	17,764	—	304	17,764	18,068	(1,909	)	2015
2543	Houston	TX	—	116	6,555	—	116	6,555	6,671	(832	)	2015
2544	Houston	TX	—	312	12,094	—	312	12,094	12,406	(1,548	)	2015
2545	Houston	TX	—	316	13,931	—	316	13,931	14,247	(1,357	)	2015
2546	Houston	TX	—	408	18,332	—	408	18,332	18,740	(2,804	)	2015
2547	Houston	TX	—	470	18,197	—	470	18,197	18,667	(2,358	)	2015
2548	Houston	TX	—	313	7,036	—	313	7,036	7,349	(1,167	)	2015
2549	Houston	TX	—	530	22,711	—	530	22,711	23,241	(1,952	)	2015
0590	Irving	TX	—	828	6,160	3,153	828	8,743	9,571	(3,658	)	2000
0700	Irving	TX	—	—	8,550	3,980	8	11,513	11,521	(5,226	)	2006
1202	Irving	TX	—	1,604	16,107	1,203	1,633	16,971	18,604	(6,550	)	2006
1207	Irving	TX	—	1,955	12,793	2,219	1,986	14,902	16,888	(5,058	)	2006
2840	Kingwood	TX	—	3,035	28,373	958	3,035	29,331	32,366	(2,223	)	2016
1062	Lancaster	TX	—	172	2,692	1,134	185	3,520	3,705	(1,500	)	2006
2195	Lancaster	TX	—	—	1,138	700	131	1,707	1,838	(492	)	2006
0591	Lewisville	TX	—	561	8,043	2,347	561	9,796	10,357	(3,681	)	2000
0144	Longview	TX	—	102	7,998	824	102	8,379	8,481	(4,469	)	1992
0143	Lufkin	TX	—	338	2,383	321	338	2,664	3,002	(1,313	)	1992
0568	Mckinney	TX	—	541	6,217	3,396	541	8,659	9,200	(3,061	)	2003
0569	Mckinney	TX	—	—	636	8,655	—	8,406	8,406	(2,960	)	2003
1079	Nassau Bay	TX	—	—	8,942	1,748	—	10,271	10,271	(3,488	)	2006
0596	N Richland Hills	TX	—	812	8,883	3,395	812	11,648	12,460	(4,394	)	2000
2048	North Richland Hills	TX	—	1,385	10,213	2,135	1,400	12,048	13,448	(3,080	)	2012
2835	Pearland	TX	—	—	4,014	4,693	—	7,276	7,276	(2,217	)	2006
2838	Pearland	TX	—	—	—	17,622	—	17,622	17,622	(1,521	)	2014
0447	Plano	TX	—	1,700	7,810	6,454	1,792	13,388	15,180	(7,113	)	1999
0597	Plano	TX	—	1,210	9,588	4,924	1,224	13,357	14,581	(5,188	)	2000
0672	Plano	TX	—	1,389	12,768	3,332	1,389	14,616	16,005	(5,119	)	2002
1284	Plano	TX	—	2,049	18,793	2,445	2,101	18,657	20,758	(8,188	)	2006
1286	Plano	TX	—	3,300	—	—	3,300	—	3,300	—		2006
2653	Rockwall	TX	—	788	9,020	—	788	9,020	9,808	(315	)	2017
0815	San Antonio	TX	—	—	9,193	2,917	87	11,083	11,170	(3,984	)	2006
0816	San Antonio	TX	3,115	—	8,699	3,218	175	10,930	11,105	(4,170	)	2006
1591	San Antonio	TX	—	—	7,309	730	43	7,957	8,000	(2,434	)	2010
2837	San Antonio	TX	—	—	26,191	1,847	—	27,775	27,775	(7,742	)	2011
2852	Shenandoah	TX	—	—	—	28,557	—	28,557	28,557	(1,396	)	2016
0598	Sugarland	TX	—	1,078	5,158	3,397	1,170	7,350	8,520	(2,808	)	2000
0599	Texas City	TX	—	—	9,519	582	—	9,944	9,944	(3,138	)	2000
0152	Victoria	TX	—	125	8,977	394	125	9,371	9,496	(5,112	)	1994
2550	The Woodlands	TX	—	115	5,141	—	115	5,141	5,256	(565	)	2015
2551	The Woodlands	TX	—	296	18,282	—	296	18,282	18,578	(1,729	)	2015
2552	The Woodlands	TX	—	374	25,125	—	374	25,125	25,499	(2,118	)	2015
1592	Bountiful	UT	—	999	7,426	913	1,019	8,265	9,284	(2,304	)	2010
0169	Bountiful	UT	—	276	5,237	1,665	396	6,327	6,723	(3,208	)	1995
0346	Castle Dale	UT	—	50	1,818	163	50	1,918	1,968	(1,036	)	1998
0347	Centerville	UT	—	300	1,288	234	300	1,352	1,652	(753	)	1999
2035	Draper	UT	4,928	—	10,803	516	—	11,212	11,212	(1,764	)	2012
0469	Kaysville	UT	—	530	4,493	226	530	4,719	5,249	(1,920	)	2001
0456	Layton	UT	—	371	7,073	1,303	389	8,009	8,398	(3,978	)	2001
2042	Layton	UT	—	—	10,975	537	27	11,485	11,512	(1,837	)	2012
0359	Ogden	UT	—	180	1,695	240	180	1,730	1,910	(977	)	1999
0357	Orem	UT	—	337	8,744	2,834	306	9,026	9,332	(4,675	)	1999
0353	Salt Lake City	UT	—	190	779	196	234	869	1,103	(499	)	1999
0354	Salt Lake City	UT	—	220	10,732	2,955	220	12,819	13,039	(6,815	)	1999
0355	Salt Lake City	UT	—	180	14,792	2,826	180	16,844	17,024	(9,358	)	1999
0467	Salt Lake City	UT	—	3,000	7,541	2,592	3,145	9,629	12,774	(4,188	)	2001
0566	Salt Lake City	UT	—	509	4,044	2,733	509	6,248	6,757	(2,651	)	2003

			Encumbrances at December 31, 2018		Initial Cost to Company				Costs Capitalized Subsequent to Acquisition		Gross Amount at Which Carried As of December 31, 2018						Accumulated Depreciation(2)			Year Acquired/ Constructed
	City	State			Land		Buildings and Improvements				Land		Buildings and Improvements		Total(1)
2041	Salt Lake City	UT	—		—		12,326		635		—		12,940		12,940		(2,024		)	2012
2033	Sandy	UT	—		867		3,513		1,694		1,153		4,794		5,947		(1,395		)	2012
0482	Stansbury	UT	—		450		3,201		1,204		529		3,966		4,495		(1,392		)	2001
0351	Washington Terrace	UT	—		—		4,573		2,511		17		6,176		6,193		(3,722		)	1999
0352	Washington Terrace	UT	—		—		2,692		1,364		15		3,348		3,363		(1,819		)	1999
2034	West Jordan	UT	—		—		12,021		323		—		12,344		12,344		(1,960		)	2012
2036	West Jordan	UT	330		—		1,383		1,544		—		2,798		2,798		(709		)	2012
0495	West Valley City	UT	—		410		8,266		1,002		410		9,268		9,678		(4,897		)	2002
0349	West Valley City	UT	—		1,070		17,463		142		1,036		17,595		18,631		(10,002		)	1999
1208	Fairfax	VA	—		8,396		16,710		13,723		8,828		28,900		37,728		(9,984		)	2006
2230	Fredericksburg	VA	—		1,101		8,570		—		1,101		8,570		9,671		(1,081		)	2014
0572	Reston	VA	—		—		11,902		967		—		12,027		12,027		(4,890		)	2003
0448	Renton	WA	—		—		18,724		4,560		—		22,145		22,145		(11,288		)	1999
0781	Seattle	WA	—		—		52,703		16,748		—		65,633		65,633		(26,312		)	2004
0782	Seattle	WA	—		—		24,382		13,599		126		35,209		35,335		(15,444		)	2004
0783	Seattle	WA	—		—		5,625		1,635		183		6,929		7,112		(6,432		)	2004
0785	Seattle	WA	—		—		7,293		6,215		—		12,112		12,112		(5,983		)	2004
1385	Seattle	WA	—		—		45,027		8,973		—		53,757		53,757		(17,481		)	2007
2038	Evanston	WY	—		—		4,601		1,009		—		5,542		5,542		(799		)	2012
			$	8,373	$	279,768	$	3,025,955	$	977,128	$	308,003	$	3,783,938	$	4,091,941	$	(1,037,768	)

			Encumbrances at December 31, 2018		Initial Cost to Company				Costs Capitalized Subsequent to Acquisition		Gross Amount at Which Carried As of December 31, 2018						Accumulated Depreciation(2)			Year Acquired/ Constructed
	City	State			Land		Buildings and Improvements				Land		Buildings and Improvements		Total(1)
Other non-reportable segments
Other-Hospitals
0126	Sherwood	AR	$	—	$	709	$	9,604	$	—	$	709	$	9,599	$	10,308	$	(5,914	)	1989
0113	Glendale	AZ	—		1,565		7,050		20		1,565		7,067		8,632		(4,290		)	1988
1038	Fresno	CA	—		3,652		29,113		21,935		3,652		51,048		54,700		(17,545		)	2006
0423	Irvine	CA	—		18,000		70,800		—		18,000		70,800		88,800		(38,777		)	1999
0127	Colorado Springs	CO	—		690		8,338		—		690		8,346		9,036		(5,072		)	1989
0887	Atlanta	GA	—		4,300		13,690		—		4,300		11,890		16,190		(7,035		)	2007
0112	Overland Park	KS	—		2,316		10,681		24		2,316		10,693		13,009		(6,837		)	1988
1383	Baton Rouge	LA	—		690		8,545		87		690		8,496		9,186		(4,656		)	2007
0886	Dallas	TX	—		1,820		8,508		26		1,820		7,454		9,274		(2,205		)	2007
1319	Dallas	TX	—		18,840		155,659		2,950		18,840		158,606		177,446		(53,011		)	2007
1384	Plano	TX	—		6,290		22,686		5,707		6,290		28,203		34,493		(15,193		)	2007
2198	Webster	TX	—		2,220		9,602		—		2,220		9,282		11,502		(1,949		)	2013
Other-Post-acute/skilled nursing
2469	Rural Retreat	VA	—		1,876		14,720		—		1,876		14,904		16,780		(1,719		)	2013
			$	—	$	62,968	$	368,996	$	30,749	$	62,968	$	396,388	$	459,356	$	(164,203	)
Total			$	138,470	$	1,606,862	$	9,027,478	$	2,809,912	$	1,637,506	$	11,414,891	$	13,052,397	$	(2,842,947	)

_______________________________________

(1) At December 31, 2018, the tax basis of the Company’s net real estate assets is less than the reported amounts by $1.0 billion (unaudited).

(2) Buildings and improvements are depreciated over useful lives ranging up to 60 years.

A summary of activity for real estate and accumulated depreciation follows (in thousands):

	Year ended December 31,
	2018			2017			2016
Real estate:
Balances at beginning of year	$	13,473,573		$	13,974,760		$	14,330,257
Acquisition of real estate and development and improvements	1,093,903			995,443			987,135
Sales and/or transfers to assets held for sale and discontinued operations	(1,052,145		)	(589,391		)	(1,227,614		)
Deconsolidation of real estate	(325,580		)	(825,074		)	(10,306		)
Impairments	(49,729		)	(37,274		)	—
Other(1)	(87,625		)	(44,891		)	(104,712		)
Balances at end of year	$	13,052,397		$	13,473,573		$	13,974,760
Accumulated depreciation:
Balances at beginning of year	$	2,741,695		$	2,648,930		$	2,476,015
Depreciation expense	461,664			436,085			465,945
Sales and/or transfers to assets held for sale and discontinued operations	(239,231		)	(115,195		)	(239,112		)
Deconsolidation of real estate	(43,525		)	(152,572		)	(5,868		)
Other(1)	(77,656		)	(75,553		)	(48,050		)
Balances at end of year	$	2,842,947		$	2,741,695		$	2,648,930

_______________________________________

(1) Represents real estate and accumulated depreciation related to fully depreciated assets, foreign exchange translation, or changes in lease classification.

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Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2018

Accounting Policies [Abstract]

Use of Estimates

Use of Estimates

Management is required to make estimates and assumptions in the preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”). These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from management’s estimates.

Principles of Consolidation

Principles of Consolidation

The consolidated financial statements include the accounts of HCP, Inc., its wholly-owned subsidiaries, joint ventures and variable interest entities that it controls through voting rights or other means. Intercompany transactions and balances have been eliminated upon consolidation.

The Company is required to continually evaluate its variable interest entity (“VIE”) relationships and consolidate these entities when it is determined to be the primary beneficiary of their operations. A VIE is broadly defined as an entity where either: (i) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support, (ii) substantially all of an entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights, or (iii) the equity investors as a group lack any of the following: (a) the power through voting or similar rights to direct the activities of an entity that most significantly impact the entity’s economic performance, (b) the obligation to absorb the expected losses of an entity, or (c) the right to receive the expected residual returns of an entity. Criterion (iii) above is generally applied to limited partnerships and similarly structured entities by assessing whether a simple majority of the limited partners hold substantive rights to participate in the significant decisions of the entity or have the ability to remove the decision maker or liquidate the entity without cause. If neither of those criteria are met, the entity is a VIE.

The designation of an entity as a VIE should be reassessed upon certain events, including, but not limited to: (i) a change to the terms or in the ability of a party to exercise its participation of kick-out rights, (ii) a change to the capitalization structure of the entity, or (iii) acquisitions or sales of interests that constitute a change in control.

A variable interest holder is considered to be the primary beneficiary of a VIE if it has the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and has the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. The Company qualitatively assesses whether it is (or is not) the primary beneficiary of a VIE. Consideration of various factors include, but is not limited to, its form of ownership interest, its representation on the VIE’s governing body, the size and seniority of its investment, its ability and the rights of other investors to participate in policy making decisions, its ability to manage its ownership interest relative to the other interest holders, and its ability to replace the VIE manager and/or liquidate the entity.

For its investments in joint ventures that are not considered to be VIEs, the Company evaluates the type of ownership rights held by the limited partner(s) that may preclude consolidation by the majority interest holder. The assessment of limited partners’ rights and their impact on the control of a joint venture should be made at inception of the joint venture and

Revenue Recognition

Revenue Recognition

Lease Classification

At the inception of a new lease arrangement, including new leases that arise from amendments, the Company assesses the terms and conditions to determine the proper lease classification. For leases entered into prior to January 1, 2019, a lease arrangement is classified as an operating lease if none of the following criteria are met: (i) transfer of ownership to the lessee prior to or shortly after the end of the lease term, (ii) lessee has a bargain purchase option during or at the end of the lease term, (iii) the lease term is equal to 75% or more of the underlying property’s economic life, or (iv) the present value of future minimum lease payments (excluding executory costs) is equal to 90% or more of the excess fair value (over retained tax credits) of the leased property. If one of the four criteria is met and the minimum lease payments are determined to be reasonably predictable and collectible, the lease arrangement is generally accounted for as a direct financing lease (“DFL”).

Concurrent with the Company's adoption of Accounting Standards Update ("ASU") No. 2016-02, Leases (“ASU 2016-02”) on January 1, 2019, the Company will begin classifying a lease entered into subsequent to adoption as an operating lease if none of the following criteria are met: (i) transfer of ownership to the lessee by the end of the lease term, (ii) lessee has a purchase option during or at the end of the lease term that it is reasonably certain to exercise, (iii) the lease term is for the major part of the remaining economic life of the underlying asset, (iv) the present value of future minimum lease payments is equal to substantially all of the fair value of the underlying asset, or (v) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the Company at the end of the lease term.

Rental and Related Revenues

The Company commences recognition of rental revenue for operating lease arrangements when the tenant has taken possession or controls the physical use of a leased asset. The tenant is not considered to have taken physical possession or have control of the leased asset until the Company-owned tenant improvements are substantially complete. If a lease arrangement provides for tenant improvements, the Company determines whether the tenant improvements are owned by the tenant or the Company. When the Company is the owner of the tenant improvements, any tenant improvements funded by the tenant are treated as lease payments which are deferred and amortized into income over the lease term. When the tenant is the owner of the tenant improvements, any tenant improvement allowance that is funded by the Company is treated as a lease incentive and amortized as a reduction of revenue over the lease term. Ownership of tenant improvements is determined based on various factors including, but not limited to, the following criteria:

• lease stipulations of how and on what a tenant improvement allowance may be spent;

• which party to the arrangement retains legal title to the tenant improvements upon lease expiration;

• whether the tenant improvements are unique to the tenant or general purpose in nature;

• if the tenant improvements are expected to have significant residual value at the end of the lease term;

• the responsible party for construction cost overruns; and

• which party constructs or directs the construction of the improvements.

Certain leases provide for additional rents that are contingent upon a percentage of the facility’s revenue in excess of specified base amounts or other thresholds. Such revenue is recognized when actual results reported by the tenant or estimates of tenant results, exceed the base amount or other thresholds, and only after any contingency has been removed (when the related thresholds are achieved). This may result in the recognition of rental revenue in periods subsequent to when such payments are received.

Tenant recoveries subject to operating leases generally relate to the reimbursement of real estate taxes, insurance and repairs and maintenance expense. These expenses are recognized as revenue in the period they are incurred. The reimbursements of these expenses are recognized in rental and related revenues, as the Company is generally the primary obligor and, with respect to purchasing goods and services from third party suppliers, has discretion in selecting the supplier and bears the associated credit risk.

For operating leases with minimum scheduled rent increases, the Company recognizes income on a straight line basis over the lease term when collectibility is reasonably assured. Recognizing rental income on a straight line basis results in a difference in the timing of revenue amounts from what is contractually due from tenants. If the Company determines that collectibility of straight line rents is not reasonably assured, future revenue recognition is limited to amounts contractually owed and paid, and, when appropriate, an allowance for estimated losses is established.

Resident Fees and Services

Resident fee revenue is recorded when services are rendered and includes resident room and care charges, community fees and other resident charges. Residency agreements are generally for a term of 30 days to one year, with resident fees billed monthly, in advance. Revenue for certain care related services is recognized as services are provided and is billed monthly in arrears.

Income from Direct Financing Leases

The Company utilizes the direct finance method of accounting to record DFL income. For a lease accounted for as a DFL, the net investment in the DFL represents receivables for the sum of future minimum lease payments and the estimated residual value of the leased property, less the unamortized unearned income. Unearned income is deferred and amortized to income over the lease term to provide a constant yield when collectibility of the lease payments is reasonably assured.

Interest Income

Loans receivable are classified as held-for-investment based on management’s intent and ability to hold the loans for the foreseeable future or to maturity. Loans held-for-investment are carried at amortized cost and reduced by a valuation allowance for estimated credit losses, as necessary. The Company recognizes interest income on loans, including the amortization of discounts and premiums, loan fees paid and received, using the interest method. The interest method is applied on a loan-by-loan basis when collectibility of the future payments is reasonably assured. Premiums and discounts are recognized as yield adjustments over the term of the related loans.

Gain (loss) on sales of real estate, net

The Company recognizes a gain (loss) on sale of real estate when the criteria for an asset to be derecognized are met, which include when: (i) a contract exists, (ii) the buyer obtains control of the asset, and (iii) it is probable that the Company will receive substantially all of the consideration to which it is entitled. These criteria are generally satisfied at the time of sale.

Allowance for Doubtful Accounts

Allowance for Doubtful Accounts

The Company evaluates the liquidity and creditworthiness of its tenants, operators and borrowers on a monthly and quarterly basis. The Company’s evaluation considers industry and economic conditions, individual and portfolio property performance, credit enhancements, liquidity and other factors. The Company’s tenants, borrowers and operators furnish property, portfolio and guarantor/operator-level financial statements, among other information, on a monthly or quarterly basis; the Company utilizes this financial information to calculate the lease or debt service coverages that it uses as a primary credit quality indicator. Lease and debt service coverage information is evaluated together with other property, portfolio and operator performance information, including revenue, expense, net operating income, occupancy, rental rate, reimbursement trends, capital expenditures and EBITDA (defined as earnings before interest, tax, and depreciation and amortization), along with other liquidity measures. The Company evaluates, on a monthly basis or immediately upon a significant change in circumstance, its tenants’, operators’ and borrowers’ ability to service their obligations with the Company.

The Company maintains an allowance for doubtful accounts for straight-line rent receivables resulting from tenants’ inability to make contractual rent and tenant recovery payments or lease defaults. For straight-line rent receivables, the Company’s assessment is based on amounts estimated to be recoverable over the lease term.

In connection with the Company’s quarterly review process or upon the occurrence of a significant event, loans receivable and DFLs (collectively, “Finance Receivables”), are reviewed and assigned an internal rating of Performing, Watch List or Workout. Finance Receivables that are deemed Performing meet all present contractual obligations, and collection and timing, of all amounts owed is reasonably assured. Watch List Finance Receivables are defined as Finance Receivables that do not meet the definition of Performing or Workout. Workout Finance Receivables are defined as Finance Receivables in which the Company has determined, based on current information and events, that: (i) it is probable it will be unable to collect all amounts due according to the contractual terms of the agreement, (ii) the tenant, operator, or borrower is delinquent on making payments under the contractual terms of the agreement and (iii) the Company has commenced action or anticipates pursuing action in the near term to seek recovery of its investment.

Finance Receivables are placed on nonaccrual status when management determines that the collectibility of contractual amounts is not reasonably assured (the asset will have an internal rating of either Watch List or Workout). Further, the Company performs a credit analysis to support the tenant’s, operator’s, borrower’s and/or guarantor’s repayment capacity and the underlying collateral values. The Company uses the cash basis method of accounting for Finance Receivables placed on nonaccrual status unless one of the following conditions exist whereby it utilizes the cost recovery method of accounting: (i) if the Company determines that it is probable that it will only recover the recorded investment in the Finance Receivable, net of associated allowances or charge-offs (if any), or (ii) the Company cannot reasonably estimate the amount of an impaired Finance Receivable. For cash basis method of accounting the Company applies payments received, excluding principal paydowns, to interest income so long as that amount does not exceed the amount that would have been earned under the original contractual terms. For cost recovery method of accounting any payment received is applied to reduce the recorded investment. Generally, the Company returns a Finance Receivable to accrual status when all delinquent payments become current under the terms of the loan or lease agreements and collectibility of the remaining contractual loan or lease payments is reasonably assured.

Allowances are established for Finance Receivables on an individual basis utilizing an estimate of probable losses, if they are determined to be impaired. Finance Receivables are impaired when it is deemed probable that the Company will be unable to collect all amounts due in accordance with the contractual terms of the loan or lease. An allowance is based upon the Company’s assessment of the lessee’s or borrower’s overall financial condition, economic resources, payment record, the prospects for support from any financially responsible guarantors and, if appropriate, the net realizable value of any collateral. These estimates consider all available evidence, including the expected future cash flows discounted at the Finance Receivable’s effective interest rate, fair value of collateral, general economic conditions and trends, historical and industry loss experience, and other relevant factors, as appropriate. Should a Finance Receivable be deemed partially or wholly uncollectible, the uncollectible balance is charged off against the allowance in the period in which the uncollectible determination has been made.

Real Estate

Real Estate

The Company’s real estate acquisitions are generally classified as asset acquisitions for which the Company records identifiable assets acquired, liabilities assumed and any associated noncontrolling interests at cost on a relative fair value basis. In addition, for such asset acquisitions, no goodwill is recognized, third party transaction costs are capitalized and any associated contingent consideration is generally recorded when the contingency is resolved.

The Company assesses fair value based on available market information, such as capitalization and discount rates, comparable sale transactions and relevant per square foot or unit cost information. A real estate asset’s fair value may be determined utilizing cash flow projections that incorporate such market information. Estimates of future cash flows are based on a number of factors including historical operating results, known and anticipated trends, as well as market and economic conditions. The fair value of tangible assets of an acquired property is based on the value of the property as if it is vacant.

The Company records acquired “above and below market” leases at fair value using discount rates which reflect the risks associated with the leases acquired. The amount recorded is based on the present value of the difference between (i) the contractual amounts paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each in-place lease, measured over a period equal to the remaining term of the lease for above market leases and the initial term plus the extended term for any leases with bargain renewal options. Other intangible assets acquired include amounts for in-place lease values that are based on an evaluation of the specific characteristics of each property and the acquired tenant lease(s). Factors considered include estimates of carrying costs during hypothetical expected lease-up periods, market conditions and costs to execute similar leases. In estimating carrying costs, the Company includes estimates of lost rents at market rates during the hypothetical expected lease-up periods, which are dependent on local market conditions and expected trends. In estimating costs to execute similar leases, the Company considers leasing commissions, legal and other related costs.

The Company capitalizes direct construction and development costs, including predevelopment costs, interest, property taxes, insurance and other costs directly related and essential to the development or construction of a real estate asset. The Company capitalizes construction and development costs while substantive activities are ongoing to prepare an asset for its intended use. The Company considers a construction project as substantially complete and held available for occupancy upon the completion of Company-owned tenant improvements, but no later than one year from cessation of significant construction activity. Costs incurred after a project is substantially complete and ready for its intended use, or after development activities have ceased, are expensed as incurred. For redevelopment of existing operating properties, the Company capitalizes the cost for the construction and improvement incurred in connection with the redevelopment.

Costs previously capitalized related to abandoned developments/redevelopments are charged to earnings. Expenditures for repairs and maintenance are expensed as incurred. The Company considers costs incurred in conjunction with re-leasing properties, including tenant improvements and lease commissions, to represent the acquisition of productive assets and, accordingly, such costs are reflected as investing activities in the Company’s consolidated statement of cash flows.

The Company computes depreciation on properties using the straight-line method over the assets’ estimated useful lives. Depreciation is discontinued when a property is identified as held for sale. Buildings and improvements are depreciated over useful lives ranging up to 60 years. Market lease intangibles are amortized primarily to revenue over the remaining noncancellable lease terms and bargain renewal periods, if any. In-place lease intangibles are amortized to expense over the remaining noncancellable lease term and bargain renewal periods, if any.

Concurrent with the Company's adoption of ASU 2016-02 on January 1, 2019, the Company elected to recognize expense associated with short-term leases (those with a noncancellable lease term of 12 months or less) under which the Company is the lessee on a straight-line basis and not recognize those leases on its consolidated balance sheets.

For leases other than short-term operating leases under which the Company is the lessee, such as ground leases and corporate office leases, the Company recognizes a right-of-use asset and related lease liability on its consolidated balance sheet at inception of the lease. The lease liability is calculated as the sum of: (i) the present value of minimum lease payments at lease commencement (discounted using the Company's secured incremental borrowing rate) and (ii) the present value of amounts probable of being paid under any residual value guarantees. The right-of-use asset is calculated as the lease liability, adjusted for the following: (i) any lease payments made to the lessor at or before the commencement date, minus any lease incentives received and (ii) any initial direct costs incurred by the Company.

Impairment of Long-Lived Assets and Goodwill

Impairment of Long-Lived Assets and Goodwill

The Company assesses the carrying value of real estate assets and related intangibles (“real estate assets”) when events or changes in circumstances indicate that the carrying value may not be recoverable. The Company tests its real estate assets for impairment by comparing the sum of the expected future undiscounted cash flows to the carrying value of the real estate assets. The expected future undiscounted cash flows reflect external market factors and are probability-weighted to reflect multiple possible cash-flow scenarios, including selling the assets at various points in the future. Further, the analysis considers the impact, if any, of master lease agreements on cash flows, which are calculated utilizing the lowest level of identifiable cash flows that are largely independent of the cash flows of other assets and liabilities. If the carrying value exceeds the expected future undiscounted cash flows, an impairment loss will be recognized to the extent that the carrying value of the real estate assets exceeds their fair value. If an asset is classified as held for sale, it is reported at the lower of its carrying value or fair value less costs to sell and no longer depreciated.

When testing goodwill for impairment, if the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company recognizes an impairment loss for the amount by which the carrying value, including goodwill, exceeds the reporting unit’s fair value.

Assets Held-for-Sale and Discontinued Operations

Assets Held for Sale and Discontinued Operations

The Company classifies a real estate property as held for sale when: (i) management has approved the disposal, (ii) the property is available for sale in its present condition, (iii) an active program to locate a buyer has been initiated, (iv) it is probable that the property will be disposed of within one year, (v) the property is being marketed at a reasonable price relative to its fair value, and (vi) it is unlikely that the disposal plan will significantly change or be withdrawn.

A discontinued operation represents: (i) a component of an entity or group of components that has been disposed of or is classified as held for sale in a single transaction and represents a strategic shift that has or will have a major effect on the Company’s operations and financial results or (ii) an acquired business that is classified as held for sale on the date of acquisition. Examples of a strategic shift include disposing of: (i) a separate major line of business, (ii) a separate major geographic area of operations, or (iii) other major parts of the Company.

Investments in Unconsolidated Joint Ventures

Investments in Unconsolidated Joint Ventures

Investments in entities which the Company does not consolidate, but has the ability to exercise significant influence over the operating and financial policies of, are reported under the equity method of accounting. Under the equity method of accounting, the Company’s share of the investee’s earnings or losses is included in the Company’s consolidated results of operations.

The initial carrying value of investments in unconsolidated joint ventures is based on the amount paid to purchase the joint venture interest, the fair value of assets contributed to the joint venture, or the fair value of the assets prior to the sale of interests in the joint venture. To the extent that the Company’s cost basis is different from the basis reflected at the joint venture level, the basis difference is generally amortized over the lives of the related assets and liabilities, and such amortization is included in the Company’s share of equity in earnings of the joint venture. The Company evaluates its equity method investments for impairment based upon a comparison of the fair value of the equity method investment to its carrying value. When the Company determines a decline in the fair value of an investment in an unconsolidated joint venture below its carrying value is other-than-temporary, an impairment is recorded. The Company recognizes gains on the sale of interests in joint ventures to the extent the economic substance of the transaction is a sale.

The Company’s fair values of its equity method investments are determined based on discounted cash flow models that include all estimated cash inflows and outflows over a specified holding period and, where applicable, any estimated debt premiums or discounts. Capitalization rates, discount rates and credit spreads utilized in these valuation models are based upon assumptions that the Company believes to be within a reasonable range of current market rates for the respective investments.

Share-Based Compensation

Share-Based Compensation

Compensation expense for share-based awards granted to employees with graded vesting schedules is generally recognized on a straight-line basis over the vesting period. Forfeitures of share-based awards are recognized as they occur.

Cash and Cash Equivalents

Cash and Cash Equivalents and Restricted Cash

Cash and cash equivalents consist of cash on hand and short-term investments with original maturities of three months or less when purchased. Restricted cash primarily consists of amounts held by mortgage lenders to provide for (i) real estate tax expenditures, tenant improvements and capital expenditures, (ii) security deposits, and (iii) net proceeds from property sales that were executed as tax-deferred dispositions.

Restricted Cash

Cash and Cash Equivalents and Restricted Cash

Cash and cash equivalents consist of cash on hand and short-term investments with original maturities of three months or less when purchased. Restricted cash primarily consists of amounts held by mortgage lenders to provide for (i) real estate tax expenditures, tenant improvements and capital expenditures, (ii) security deposits, and (iii) net proceeds from property sales that were executed as tax-deferred dispositions.

Derivatives and Hedging

Derivatives and Hedging

During its normal course of business, the Company uses certain types of derivative instruments for the purpose of managing interest rate and foreign currency risk. To qualify for hedge accounting, derivative instruments used for risk management purposes must effectively reduce the risk exposure that they are designed to hedge. In addition, at inception of a qualifying cash flow hedging relationship, the underlying transaction or transactions, must be, and are expected to remain, probable of occurring in accordance with the Company’s related assertions.

The Company recognizes all derivative instruments, including embedded derivatives that are required to be bifurcated, as assets or liabilities in the consolidated balance sheets at fair value. Changes in fair value of derivative instruments that are not designated in hedging relationships or that do not meet the criteria of hedge accounting are recognized in earnings. For derivative instruments designated in qualifying cash flow hedging relationships, changes in fair value related to the effective portion of the derivative instruments are recognized in accumulated other comprehensive income (loss), whereas changes in fair value of the ineffective portion are recognized in earnings.

Using certain of its British pound sterling (“GBP”) denominated debt, the Company applies net investment hedge accounting to hedge the foreign currency exposure from its net investment in GBP-functional unconsolidated subsidiaries. The variability of the GBP-denominated debt due to changes in the GBP to U.S. dollar (“USD”) exchange rate (“remeasurement value”) is recognized as part of the cumulative translation adjustment component of accumulated other comprehensive income (loss).

If it is determined that a derivative instrument ceases to be highly effective as a hedge, or that it is probable the underlying forecasted transaction will not occur, the Company discontinues its cash flow hedge accounting prospectively and records the appropriate adjustment to earnings based on the current fair value of the derivative instrument. For net investment hedge accounting, upon sale or liquidation of the hedged investment, the cumulative balance of the remeasurement value is reclassified to earnings.

Income Taxes

Income Taxes

HCP, Inc. has elected REIT status and believes it has always operated so as to continue to qualify as a REIT under Sections 856 to 860 of the Internal Revenue Code of 1986, as amended (the “Code”). Accordingly, HCP, Inc. will generally not be subject to U.S. federal income tax, provided that it continues to qualify as a REIT and makes distributions to stockholders equal to or in excess of its taxable income. In addition, the Company has formed several consolidated subsidiaries that have elected REIT status. HCP, Inc. and its consolidated REIT subsidiaries are each subject to the REIT qualification requirements under the Code. If any REIT fails to qualify as a REIT in any taxable year, it will be subject to federal income taxes at regular corporate rates and may be ineligible to qualify as a REIT for four subsequent tax years.

HCP, Inc. and its consolidated REIT subsidiaries are subject to state, local and foreign income taxes in some jurisdictions, and in certain circumstances each REIT may also be subject to federal excise taxes on undistributed income. In addition, certain activities that the Company undertakes may be conducted by entities which have elected to be treated as taxable REIT subsidiaries (“TRSs”). TRSs are subject to federal, state and local income taxes. The Company recognizes tax penalties relating to unrecognized tax benefits as additional income tax expense. Interest relating to unrecognized tax benefits is recognized as interest expense.

Capital Raising Issuance Costs

Capital Raising Issuance Costs

Costs incurred in connection with the issuance of common shares are recorded as a reduction of additional paid-in capital. Debt issuance costs related to debt instruments excluding line of credit arrangements are deferred, recorded as a reduction of the related debt liability, and amortized to interest expense over the remaining term of the related debt liability utilizing the effective interest method. Debt issuance costs related to line of credit arrangements are deferred, included in other assets, and amortized to interest expense on a straight-line basis over the remaining term of the related line of credit arrangement.

Penalties incurred to extinguish debt and any remaining unamortized debt issuance costs, discounts and premiums are recognized as income or expense in the consolidated statements of operations at the time of extinguishment.

Segment Reporting

Segment Reporting

The Company’s reportable segments, based on how it evaluates its business and allocates resources, are as follows: (i) senior housing triple-net, (ii) SHOP, (iii) life science and (iv) medical office.

Noncontrolling Interests

Noncontrolling Interests

Arrangements with noncontrolling interest holders are assessed for appropriate balance sheet classification based on the redemption and other rights held by the noncontrolling interest holder. Net income (loss) attributable to a noncontrolling interest is included in net income (loss) on the consolidated statements of operations and, upon a gain or loss of control, the interest purchased or sold, and any interest retained, is recorded at fair value with any gain or loss recognized in earnings. The Company accounts for purchases or sales of equity interests that do not result in a change in control as equity transactions.

The Company consolidates non-managing member limited liability companies (“DownREITs”) because it exercises control, and the noncontrolling interests in these entities are carried at cost. The non-managing member limited liability company (“LLC”) units (“DownREIT units”) are exchangeable for an amount of cash approximating the then-current market value of shares of the Company’s common stock or, at the Company’s option, shares of the Company’s common stock (subject to certain adjustments, such as stock splits and reclassifications). Upon exchange of DownREIT units for the Company’s common stock, the carrying amount of the DownREIT units is reclassified to stockholders’ equity.

Foreign Currency Translation and Transactions

Foreign Currency Translation and Transactions

Assets and liabilities denominated in foreign currencies that are translated into U.S. dollars use exchange rates in effect at the end of the period, and revenues and expenses denominated in foreign currencies that are translated into U.S. dollars use average rates of exchange in effect during the related period. Gains or losses resulting from translation are included in accumulated other comprehensive income (loss), a component of stockholders’ equity on the consolidated balance sheets. Gains or losses resulting from foreign currency transactions are translated into U.S. dollars at the rates of exchange prevailing at the dates of the transactions. The effects of transaction gains or losses are included in other income (expense), net in the consolidated statements of operations.

Fair Value Measurement

Fair Value Measurement

The Company measures and discloses the fair value of nonfinancial and financial assets and liabilities utilizing a hierarchy of valuation techniques based on whether the inputs to a fair value measurement are considered to be observable or unobservable in a marketplace. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. This hierarchy requires the use of observable market data when available. These inputs have created the following fair value hierarchy:

• Level 1—quoted prices for identical instruments in active markets;

• Level 2—quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and

• Level 3—fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The Company measures fair value using a set of standardized procedures that are outlined herein for all assets and liabilities which are required to be measured at fair value. When available, the Company utilizes quoted market prices from an independent third party source to determine fair value and classifies such items in Level 1. In instances where a market price is available, but the instrument is in an inactive or over-the-counter market, the Company consistently applies the dealer (market maker) pricing estimate and classifies the asset or liability in Level 2.

If quoted market prices or inputs are not available, fair value measurements are based upon valuation models that utilize current market or independently sourced market inputs, such as interest rates, option volatilities, credit spreads and/or market capitalization rates. Items valued using such internally-generated valuation techniques are classified according to the lowest level input that is significant to the fair value measurement. As a result, the asset or liability could be classified in either Level 2 or Level 3 even though there may be some significant inputs that are readily observable. Internal fair value models and techniques used by the Company include discounted cash flow models. The Company also considers its counterparty’s and own credit risk for derivative instruments and other liabilities measured at fair value. The Company has elected the mid-market pricing expedient when determining fair value.

Earnings per Share

Earnings per Share

Basic earnings per common share is computed by dividing net income (loss) applicable to common shares by the weighted average number of shares of common stock outstanding during the period. The Company accounts for unvested share-based payment awards that contain non-forfeitable dividend rights or dividend equivalents (whether paid or unpaid) as participating securities, which are included in the computation of earnings per share pursuant to the two-class method. Diluted earnings per common share is calculated by including the effect of dilutive securities.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Adopted

Between May 2014 and February 2017, the Financial Accounting Standards Board (“FASB”) issued four ASUs changing the requirements for recognizing and reporting revenue (together, herein referred to as the “Revenue ASUs”): (i) ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), (ii) ASU No. 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (“ASU 2016-08”), (iii) ASU No. 2016-12, Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”), and (iv) ASU No. 2017-05, Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets (“ASU 2017-05”). ASU 2014-09 provides guidance for revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2016-08 is intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations. ASU 2016-12 provides practical expedients and improvements on the previously narrow scope of ASU 2014-09. ASU 2017-05 clarifies the scope of the FASB’s guidance on nonfinancial asset derecognition and aligns the accounting for partial sales of nonfinancial assets and in-substance nonfinancial assets with the guidance in ASU 2014-09. The Company adopted the Revenue ASUs effective January 1, 2018 and utilized a modified retrospective adoption approach, resulting in a cumulative-effect adjustment to equity of $79 million as of January 1, 2018. Under the Revenue ASUs, the Company also elected to utilize a practical expedient which allows the Company to only reassess contracts that were not completed as of the adoption date, rather than all historical contracts.

As the primary source of revenue for the Company is generated through leasing arrangements, for which timing and recognition of revenue will be the same whether accounted for under the Revenue ASUs or lease accounting guidance (see discussion below), the impact of the Revenue ASUs, upon and subsequent to adoption, is generally limited to the following:

• Prior to the adoption of the Revenue ASUs, the Company recognized a gain on sale of real estate using the full accrual method when collectibility of the sales price was reasonably assured, the Company was not obligated to perform additional activities that may be considered significant, the initial investment from the buyer was sufficient and other profit recognition criteria had been satisfied. The Company deferred all or a portion of a gain on sale of real estate if the requirements for gain recognition were not met at the time of sale. Subsequent to adopting the Revenue ASUs on January 1, 2018, the Company began recognizing a gain on sale of real estate upon transferring control of the asset to the purchaser, which is generally satisfied at the time of sale. In conjunction with its adoption of the Revenue ASUs, the Company reassessed its historical partial sale of real estate transactions to determine which transactions, if any, were not completed contracts (i.e., the transaction did not qualify for sale treatment under previous guidance). The Company concluded that it had one such material transaction, its partial sale of RIDEA II in the first quarter of 2017 (which was not a completed sale under historical guidance as of the Company's adoption date due to a minor obligation related to the interest sold). In accordance with the Revenue ASUs, the Company recorded its retained 40% equity investment at fair value as of the sale date. As a result, the Company recorded an adjustment to equity as of January 1, 2018 (under the modified retrospective transition approach) representing a step-up in the fair value of its equity investment in RIDEA II of $107 million (to a carrying value of $121 million as of January 1, 2018) and a $30 millionimpairment charge to decrease the carrying value to the sales price of the investment (see Note 5). The Company completed the sale of its equity investment in June 2018 and no longer holds an economic interest in RIDEA II.

• The Company generally expects that the new guidance will result in certain transactions qualifying as sales of real estate at an earlier date than under historical accounting guidance.

• The Company, along with its joint venture partners and independent SHOP operators, provide certain ancillary services to SHOP residents that are not contemplated in the lease with each resident (i.e., guest meals, concierge services, pharmacy services, etc.). These services are provided and paid for in addition to the standard services included in each resident lease (i.e., room and board, standard meals, etc.). The Company bills residents for ancillary services one month in arrears and recognizes revenue as the services are provided, as the Company has no continuing performance obligation related to those services. Included within resident fees and services for the years ended December 31, 2018, 2017 and 2016 is $40 million, $38 million and $51 million, respectively, of ancillary service revenue.

Additionally, during the year ended December 31, 2018, the Company adopted the following ASUs:

• ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”) and ASU No. 2018-03, Technical Corrections and Improvements to Financial Instruments - Overall (“ASU 2018-03”). The core principle of the amendments in ASU 2016-01 and ASU 2018-03 involves the measurement of equity investments (except those accounted for under the equity method of accounting or those that result in consolidation) at fair value and the recognition of changes in fair value of those investments during each reporting period in net income (loss). As a result, ASU 2016-01 and ASU 2018-03 eliminate the cost method of accounting for equity securities that do not have readily determinable fair values. Pursuant to the new guidance, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The adoption of ASU 2016-01 and 2018-03 did not have a material impact to the Company's consolidated financial position, results of operations, cash flows, or disclosures.

• ASU No. 2016-16, Intra-Entity Transfers of Assets Other Than Inventory (“ASU 2016-16”). The amendments in ASU 2016-16 require an entity to recognize the income tax consequences of intra-entity transfers of assets, other than inventory, at the time that the transfer occurs. Historical guidance does not require recognition of tax consequences until the asset is eventually sold to a third party. The adoption of ASU 2016-16 did not have a material impact to the Company's consolidated financial position, results of operations, cash flows, or disclosures.

On January 1, 2017 the Company adopted ASU No. 2017-01, Clarifying the Definition of a Business (“ASU 2017-01”) which narrows the FASB’s definition of a business and provides a framework that gives entities a basis for making reasonable judgments about whether a transaction involves an asset, or a group of assets, or a business. ASU 2017-01 states that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or group of similar identifiable assets, the set is not a business. If this initial test is not met, a set cannot be considered a business unless it includes an acquired input and a substantive process that together significantly contribute to the ability to create outputs. In addition, ASU 2017-01 clarifies the requirements for a set of activities to be considered a business and narrows the definition of an output. As a result of prospectively adopting ASU 2017-01, the majority of the Company’s real estate acquisitions subsequent to January 1, 2017 are classified as asset acquisitions for which the Company records identifiable assets acquired, liabilities assumed and any associated noncontrolling interests at cost on a relative fair value basis. In addition, for such asset acquisitions, no goodwill is recognized, third party transaction costs are capitalized and any associated contingent consideration is recorded when the contingency is resolved.

Not Yet Adopted

Leases. In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”). ASU 2016-02 (codified under Accounting Standards Codification (“ASC”) 842) amends the current accounting for leases to: (i) require lessees to put most leases on their balance sheets (not required for short-term leases with lease terms of 12 months or less), but continue recognizing expenses on their income statements in a manner similar to requirements under prior accounting guidance, (ii) eliminate real estate specific lease provisions, and (iii) modify the classification criteria and accounting for sales-type leases for lessors. Additionally, ASU 2016-02 provides a practical expedient, which the Company elected, that allows an entity to not reassess the following upon adoption (must be elected as a group): (i) whether an expired or existing contract contains a lease arrangement, (ii) lease classification related to expired or existing lease arrangements, or (iii) whether costs incurred on expired or existing leases qualify as initial direct costs.

As a result of adopting ASU 2016-02 on January 1, 2019 using the modified retrospective transition approach, the Company will capitalize fewer costs related to the drafting and negotiation of its lease agreements. Additionally, the Company will recognize all of its significant operating leases for which it is the lessee, including corporate office leases, equipment leases, and ground leases, on its consolidated balance sheets through a lease liability and corresponding right-of-use asset. As such, the Company expects to recognize a lease liability between $130 million and $165 million and right-of-use asset between $145 million and $180 million (lease liability, net of the existing accrued straight-line rent liability balance and adjusted for unamortized above/below market ground lease intangibles) during the first quarter of 2019.

Under ASU 2016-02, a practical expedient was offered to lessees to make a policy election, which the Company elected, to not separate lease and nonlease components, but rather account for the combined components as a single lease component under ASC 842. In July 2018, the FASB issued ASU No. 2018-11, Leases - Targeted Improvements (“ASU 2018-11”), which provides lessors with a similar option to elect a practical expedient allowing them to not separate lease and nonlease components in a contract for the purpose of revenue recognition and disclosure. This practical expedient is limited to circumstances in which: (i) the timing and pattern of transfer are the same for the nonlease component and the related lease component and (ii) the lease component, if accounted for separately, would be classified as an operating lease. This practical expedient causes an entity to assess whether a contract is predominantly lease or service based and recognize the entire contract under the relevant accounting guidance (i.e., predominantly lease-based would be accounted for under ASU 2016-02 and predominantly service-based would be accounted for under the Revenue ASUs). The Company elected this practical expedient as well and, as a result, beginning January 1, 2019, the Company will recognize revenue from its senior housing triple-net, medical office, and life science segments under ASC 842 and revenue from its SHOP segment under the Revenue ASUs (codified under ASC 606).

In conjunction with reaching the conclusions above, the Company concluded it was appropriate (under ASC 205, Presentation of Financial Statements) to reclassify amounts previously classified as revenue from tenant recoveries (within the senior housing triple-net, life science, and medical office segments) and present them combined with rental and related revenues within the statements of operations. The Company implemented this change during the fourth quarter of 2018. Included within rental and related revenues for the years ended December 31, 2018, 2017 and 2016 is $157 million, $142 million and $134 million, respectively, of tenant recoveries.

In December 2018, the FASB issued ASU No. 2018-20, Narrow Scope Improvements for Lessors (“ASU 2018-20”), which requires that a lessor: (i) exclude certain lessor costs paid directly by a lessee to third parties on behalf of the lessor from a lessor's measurement of variable lease revenue and associated expense (i.e., no gross up of revenue and expense for these costs), and (ii) include lessor costs that are paid by the lessor and reimbursed by the lessee in the measurement of variable lease revenue and the associated expense (i.e., gross up revenue and expense for these costs). This is consistent with the Company’s current presentation and will not require a material change on January 1, 2019.

Credit Losses. In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 is intended to improve financial reporting by requiring timelier recognition of credit losses on loans and other financial instruments held by financial institutions and other organizations. The amendments in ASU 2016-13 eliminate the “probable” initial threshold for recognition of credit losses in current accounting guidance and, instead, reflect an entity’s current estimate of all expected credit losses over the life of the financial instrument. Previously, when credit losses were measured under current accounting guidance, an entity generally only considered past events and current conditions in measuring the incurred loss. The amendments in ASU 2016-13 broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually. The use of forecasted information incorporates more timely information in the estimate of expected credit loss. ASU 2016-13 is effective for fiscal years, and interim periods within, beginning after December 15, 2019. Early adoption is permitted for fiscal years, and interim periods within, beginning after December 15, 2018. A reporting entity is required to apply the amendments in ASU 2016-13 using a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption. A prospective transition approach is required for debt securities for which an other-than-temporary impairment had been recognized before the effective date. Upon adoption of ASU 2016-13, the Company is required to reassess its financing receivables, including DFLs and loans receivable, and expects that application of ASU 2016-13 may result in the Company recognizing credit losses at an earlier date than would otherwise be recognized under current accounting guidance. The Company is evaluating the impact of the adoption of ASU 2016-13 on January 1, 2020 to its consolidated financial position and results of operations.

The following ASU has been issued, but not yet adopted, and the Company does not expect a material impact to its consolidated financial position, results of operations, cash flows, or disclosures upon adoption:

• ASU No. 2017-12, Targeted Improvements to Accounting for Hedging Activities (“ASU 2017-12”). ASU 2017-12 is effective for fiscal years, including interim periods within, beginning after December 15, 2018 and early adoption is permitted. For cash flow and net investment hedges existing at the date of adoption, a reporting entity must apply the amendments in ASU 2017-12 using the modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption. The presentation and disclosure amendments in ASU 2017-12 must be applied using a prospective approach.

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Other Real Estate Property Investments (Tables)

12 Months Ended

Dec. 31, 2018

Real Estate [Abstract]

Schedule of real estate acquisitions (in thousands)

The following table summarizes real estate acquisitions for the year ended December 31, 2017 (in thousands):

	Consideration				Assets Acquired
Segment	Cash Paid		Net Liabilities Assumed		Real Estate		Net Intangibles
SHOP	$	44,258	$	797	$	37,940	$	7,115
Life science	315,255		3,524		305,760		13,019
Medical office	201,240		1,104		184,115		18,229
	$	560,753	$	5,425	$	527,815	$	38,363

Schedule of capital improvements (in thousands)

The following table summarizes the Company’s expenditures for construction, tenant and other capital improvements (in thousands):

	Year Ended December 31,
Segment	2018		2017		2016
Senior housing triple-net	$	11,311	$	32,343	$	49,109
SHOP	53,389		49,473		74,158
Life science	396,431		240,901		200,122
Medical office	144,694		148,926		128,308
Other	1,361		135		7,203
	$	607,186	$	471,778	$	458,900

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Dispositions of Real Estate and Discontinued Operations (Tables)

12 Months Ended

Dec. 31, 2018

Discontinued Operations and Disposal Groups [Abstract]

Summary of assets and liabilities transferred to QCP at the Spin-Off date

Summarized financial information for discontinued operations for the year ended December 31, 2016 is as follows (in thousands):

Revenues:
Rental and related revenues	$	24,204
Income from direct financing leases	384,752
Total revenues	408,956
Costs and expenses:
Depreciation and amortization	(4,892		)
Operating	(3,367		)
General and administrative	(67		)
Transaction costs	(86,765		)
Other income (expense), net	71
Income (loss) before income taxes	313,936
Income tax benefit (expense)	(48,181		)
Total discontinued operations	$	265,755

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Leases (Tables)

12 Months Ended

Dec. 31, 2018

Leases, Capital [Abstract]

Summary of components of net investment in DFLs

The components of net investment in DFLs consisted of the following (dollars in thousands):

	December 31,
	2018			2017
Minimum lease payments receivable	$	1,013,976		$	1,062,452
Estimated residual value	507,484			504,457
Less unearned income	(807,642		)	(852,557		)
Net investment in direct financing leases	$	713,818		$	714,352
Properties subject to direct financing leases	29			29

Summary of minimum lease payments for DFLs

The following table summarizes future minimum lease payments contractually due under DFLs at December 31, 2018 (in thousands):

Year	Amount
2019	$	114,970
2020	63,308
2021	63,687
2022	58,135
2023	58,570
Thereafter	655,306
	$	1,013,976

Schedule of the Company's internal ratings for DFLs

The following table summarizes the Company’s internal ratings for net investment in DFLs at December 31, 2018 (dollars in thousands):

				Internal Ratings
Segment	Carrying Amount		Percentage of DFL Portfolio	Performing DFLs		Watch List DFLs		Workout DFLs
Senior housing triple-net	$	629,214	88	$	278,503	$	350,711	$	—
Other non-reportable segments	84,604		12	84,604		—		—
	$	713,818	100	$	363,107	$	350,711	$	—

The following table summarizes the Company’s internal ratings for loans receivable at December 31, 2018 (dollars in thousands):

	Carrying Amount		Percentage of Loan Portfolio	Internal Ratings
Investment Type				Performing Loans		Watch List Loans		Workout Loans
Real estate secured	$	42,037	67	$	42,037	$	—	$	—
Other secured	20,961		33	20,961		—		—
	$	62,998	100	$	62,998	$	—	$	—

Summary of future minimum lease payments for operating leases

The following table summarizes future minimum lease payments to be received, excluding operating expense reimbursements, from tenants under non-cancelable operating leases as of December 31, 2018 (in thousands):

Year	Amount
2019	$	971,417
2020	928,102
2021	853,451
2022	751,972
2023	675,537
Thereafter	2,320,847
	$	6,501,326

Future minimum lease obligations under non-cancelable ground and other operating leases as of December 31, 2018 were as follows (in thousands):

Year	Amount
2019	$	5,597
2020	5,687
2021	5,776
2022	5,862
2023	5,983
Thereafter	466,130
	$	495,035

Certain leases, including DFLs contain purchase options whereby the tenant may elect to acquire the underlying real estate. Annualized base rent from leases subject to purchase options, summarized by the year the purchase options are exercisable, are as follows (dollars in thousands):

Year	Annualized Base Rent(1)		Number of Properties
2019	$	23,771	10
2020	14,545		4
2021	12,747		6
2022	13,315		3
Thereafter	50,577		34
	$	114,955	57

_______________________________________

(1) Represents the most recent month’s base rent including additional rent floors and cash income from DFLs annualized for 12 months. Base rent does not include tenant recoveries, additional rents in excess of floors and non-cash revenue adjustments (i.e., straight-line rents, amortization of market lease intangibles, DFL non-cash interest and deferred revenues).

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Loans Receivable (Tables)

12 Months Ended

Dec. 31, 2018

Receivables [Abstract]

Schedule of loans receivable (in thousands)

The following table summarizes the Company’s loans receivable (in thousands):

	December 31,
	2018								2017
	Real Estate Secured		Other Secured			Total			Real Estate Secured		Other Secured			Total
Mezzanine(1)	$	—	$	21,013		$	21,013		$	—	$	269,299		$	269,299
Other(2)	42,037		—			42,037			188,418		—			188,418
Unamortized discounts, fees and costs	—		(52		)	(52		)	—		(596		)	(596		)
Allowance for loan losses(1)	—		—			—			—		(143,795		)	(143,795		)
	$	42,037	$	20,961		$	62,998		$	188,418	$	124,908		$	313,326

_______________________________________

(1) At December 31, 2017, primarily related to the Company’s mezzanine loan facility to Tandem Health Care discussed below.

(2) At December 31, 2018, the Company had $73 million remaining of commitments to fund a $115 million senior living development project. At December 31, 2017, includes the U.K. Bridge Loan discussed below.

Summary of th Company's internal ratings for loans receivable

The following table summarizes the Company’s internal ratings for net investment in DFLs at December 31, 2018 (dollars in thousands):

				Internal Ratings
Segment	Carrying Amount		Percentage of DFL Portfolio	Performing DFLs		Watch List DFLs		Workout DFLs
Senior housing triple-net	$	629,214	88	$	278,503	$	350,711	$	—
Other non-reportable segments	84,604		12	84,604		—		—
	$	713,818	100	$	363,107	$	350,711	$	—

The following table summarizes the Company’s internal ratings for loans receivable at December 31, 2018 (dollars in thousands):

	Carrying Amount		Percentage of Loan Portfolio	Internal Ratings
Investment Type				Performing Loans		Watch List Loans		Workout Loans
Real estate secured	$	42,037	67	$	42,037	$	—	$	—
Other secured	20,961		33	20,961		—		—
	$	62,998	100	$	62,998	$	—	$	—

Schedule of loans receivable secured by real estate

The following table summarizes the Company’s loan receivable secured by real estate at December 31, 2018 (dollars in thousands):

Final Maturity Date	Number of Loans	Payment Terms	Principal Amount(1)		Carrying Amount
2022	1	monthly interest-only payments, accrues interest at 6.5% and secured by a senior housing facility in Washington(2)	$	42,037	$	42,037

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(1) Represents future contractual principal payments to be received on loans receivable secured by real estate.

(2) Contains a participation feature that allows the Company to participate in up to 20% of the appreciation of the asset through the time the loan is refinanced or repaid.

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Investments in and Advances to Unconsolidated Joint Ventures (Tables)

12 Months Ended

Dec. 31, 2018

Equity Method Investments and Joint Ventures [Abstract]

Schedule of company owned interests in entities, accounted under equity method

The Company owns interests in the following entities that are accounted for under the equity method (dollars in thousands):

		Carrying Amount
		December 31,
Entity(1)	Ownership %	2018		2017
CCRC JV	49	$	365,764	$	400,241
RIDEA II(2)	40	—		259,651
U.K. JV(3)	49	101,735		—
Life Science JVs(4)	50 - 63	—		65,581
MBK JV	50	35,435		38,005
Development JVs(5)	50 - 90	25,493		23,365
Medical Office JVs(6)	20 - 67	10,160		12,488
K&Y JVs(7)	80	1,430		1,283
Advances to unconsolidated joint ventures, net		71		226
		$	540,088	$	800,840

_______________________________________

(1) These entities are not consolidated because the Company does not control, through voting rights or other means, the joint venture.

(2) In June 2018, the Company sold its equity method investment in RIDEA II (see Note 5).

(3) See Note 5 for discussion of the formation of the U.K. JV and the Company’s equity method investment.

(4) Includes the following unconsolidated partnerships (and the Company’s ownership percentage): (i) Torrey Pines Science Center, LP (50%); (ii) Britannia Biotech Gateway, LP (55%); and (iii) LASDK, LP (63%). In November 2018, the Company acquired the outstanding equity interests and began consolidating the entities (see Note 4).

(5) Includes four unconsolidated development partnerships (and the Company’s ownership percentage): (i) Vintage Park Development JV (85%); (ii) Waldwick JV (85%); (iii) Otay Ranch JV (90%); and (iv) MBK Development JV (50%).

(6) Includes three unconsolidated medical office partnerships (and the Company’s ownership percentage): (i) HCP Ventures IV, LLC (20%); (ii) HCP Ventures III, LLC (30%); and (iii) Suburban Properties, LLC (67%).

(7) Includes three unconsolidated joint ventures.

The following tables summarize combined financial information for the Company’s unconsolidated joint ventures (in thousands):

	December 31,
	2018		2017
Real estate, net	$	2,128,147	$	2,104,090
Other assets, net	479,935		928,790
Total assets	$	2,608,082	$	3,032,880
Mortgage and other debt	$	827,622	$	900,911
Accounts payable and other	655,177		561,523
Other partners’ capital	515,791		655,311
HCP’s capital(1)	609,492		915,135
Total liabilities and partners’ capital	$	2,608,082	$	3,032,880

	Year Ended December 31,
	2018			2017			2016
Total revenues	$	642,724		$	810,216		$	424,134
Total operating expense	(492,784		)	(643,452		)	(344,553		)
Income (loss) from discontinued operations	—			—			8,810
Net income (loss)	(43,704		)	(42,408		)	43,015
HCP’s share in earnings	(2,594		)	10,901			11,360
Fees earned by HCP	125			133			299
Distributions received by HCP	48,939			81,165			54,858

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Intangibles (Tables)

12 Months Ended

Dec. 31, 2018

Intangibles

Schedule of intangible lease assets

The following table summarizes the Company’s intangible lease assets (in thousands):

	December 31,
Intangible lease assets	2018			2017
Gross intangible lease assets	$	556,114		$	795,305
Accumulated depreciation and amortization	(251,035		)	(385,223		)
Net intangible lease assets	$	305,079		$	410,082

Schedule of intangible lease liabilities

The following table summarizes the Company’s intangible lease liabilities (in thousands):

	December 31,
Intangible lease liabilities	2018			2017
Gross intangible lease liabilities	$	94,444		$	126,212
Accumulated depreciation and amortization	(39,781		)	(73,633		)
Net intangible lease liabilities	$	54,663		$	52,579

Schedule of amortization of deferred lease costs and acquisition related intangibles

The following table sets forth amortization related to deferred leasing costs and acquisition-related intangibles (in thousands):

	Year Ended December 31,
	2018		2017		2016
Depreciation and amortization expense related to amortization of lease-up intangibles	$	67,350	$	76,732	$	84,487
Rental and related revenues related to amortization of net below market lease liabilities	5,253		2,030		3,877
Operating expense related to amortization of net below market ground lease intangibles	636		740		664

Schedule of estimated aggregate amortization of intangible assets and liabilities for each of the five succeeding fiscal years and thereafter

The following table summarizes the estimated annual amortization for each of the five succeeding fiscal years and thereafter (in thousands):

	Rental and Related Revenues(1)		Operating Expense(2)		Depreciation and Amortization(3)
2019	$	4,399	$	505	$	50,762
2020	3,670		621		39,433
2021	3,587		738		32,214
2022	4,331		738		26,438
2023	4,269		738		24,293
Thereafter	16,521		29,901		80,812
	$	36,777	$	33,241	$	253,952

_______________________________________

(1) The amortization of net below market lease intangibles is recorded as an increase to rental and related income.

(2) The amortization of net below market ground lease intangibles is recorded as an increase to operating expense.

(3) The amortization of lease-up intangibles is recorded to depreciation and amortization expense.

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Debt (Tables)

12 Months Ended

Dec. 31, 2018

Debt Disclosure [Abstract]

Summary of senior unsecured notes payoffs (dollars in thousands)

The following table summarizes the Company’s senior unsecured notes payoffs for the periods presented (dollars in thousands):

Period	Amount		Coupon Rate
Year ended December 31, 2018:
July 16, 2018(1)	$	700,000	5.375	%
November 8, 2018	$	450,000	3.750	%
Year ended December 31, 2017:
May 1, 2017	$	250,000	5.625	%
July 27, 2017(2)	$	500,000	5.375	%
Year ended December 31, 2016:
February 1, 2016	$	500,000	3.750	%
September 15, 2016	$	400,000	6.300	%
November 30, 2016(3)	$	500,000	6.000	%
November 30, 2016(3)	$	600,000	6.700	%

_______________________________________

(1) The Company recorded a $44 million loss on debt extinguishment related to the repurchase of senior notes.

(2) The Company recorded a $54 million loss on debt extinguishment related to the repurchase of senior notes.

(3) The Company recorded a $46 million loss on debt extinguishment related to the repurchase of senior notes.

Summary of stated debt maturities and scheduled principal repayments (in thousands)

The following table summarizes the Company’s stated debt maturities and scheduled principal repayments at December 31, 2018 (dollars in thousands):

	Bank Line of Credit(1)		Senior Unsecured Notes(2)					Mortgage Debt(3)				Total(4)
Year			Amount			Interest Rate		Amount		Interest Rate
2019	$	—	$	—		—	%	$	3,561	—	%	$	3,561
2020	—		800,000			2.79	%	3,609		5.08	%	803,609
2021	80,103		—			—	%	10,957		5.26	%	91,060
2022	—		900,000			3.93	%	2,691		—	%	902,691
2023	—		800,000			4.39	%	2,811		—	%	802,811
Thereafter	—		2,800,000			4.34	%	109,705		4.10	%	2,909,705
	80,103		5,300,000					133,334				5,513,437
(Discounts), premium and debt costs, net	—		(41,450		)			5,136				(36,314		)
	$	80,103	$	5,258,550				$	138,470			$	5,477,123

_______________________________________

(1) Includes £55 milliontranslated into USD. 

(2) Interest rates on the notes range from 2.79% to 6.87% with a weighted average effective rate of 4.03% and a weighted average maturity of six years.

(3) Interest rates on the mortgage debt range from 2.80% to 5.91% with a weighted average effective interest rate of 4.20% and a weighted average maturity of 19 years.

(4) Excludes $91 million of other debt that have no scheduled maturities. Other debt represents (i) $58 million of non-interest bearing life care bonds and occupancy fee deposits at certain of the Company's senior housing facilities and (ii) $33 million of on-demand notes from the CCRC JV which bear interest at a rate of 3.6%.

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Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2018

Commitments and Contingencies Disclosure [Abstract]

Summary of material commitments

The following table summarizes the Company’s material commitments, excluding debt service obligations (see Note 10) and operating leases (see Note 6), at December 31, 2018 (in thousands):

	Total		2019		2020-2021		2022-2023		More than Five Years
Construction loan commitments(1)	$	72,654	$	68,365	$	4,289	$	—	$	—
Development commitments(2)	299,702		273,625		26,077		—		—
Total	$	372,356	$	341,990	$	30,366	$	—	$	—

_______________________________________

(1) Represents commitments to finance development projects.

(2) Represents construction and other commitments for developments in progress.

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Equity (Tables)

12 Months Ended

Dec. 31, 2018

Equity [Abstract]

Schedule of company's other common stock activities (shares in thousands)

The following table summarizes the Company’s other common stock activities (shares in thousands):

	Year Ended December 31,
	2018	2017	2016
Dividend Reinvestment and Stock Purchase Plan	237	983	2,021
Conversion of DownREIT units	3	78	145
Exercise of stock options	120	32	133
Vesting of restricted stock units	401	419	529
Repurchase of common stock	141	157	237

Schedule of accumulated other comprehensive loss (in thousands)

The following table summarizes the Company’s accumulated other comprehensive loss (in thousands):

	December 31,
	2018			2017
Cumulative foreign currency translation adjustment(1)	$	(1,683	)	$	(6,955	)
Unrealized gains (losses) on derivatives, net	(467		)	(13,950		)
Supplemental Executive Retirement plan minimum liability and other	(2,558		)	(3,119		)
Total accumulated other comprehensive income (loss)	$	(4,708	)	$	(24,024	)

_______________________________________

(1) See Notes 5 and 19 for a discussion of the U.K. JV transaction. 

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Segment Disclosures (Tables)

12 Months Ended

Dec. 31, 2018

Segment Reporting [Abstract]

Summary financial information of reportable segment

The following tables summarize information for the reportable segments (in thousands):

For the year ended December 31, 2018:

Segments	Senior Housing Triple-Net			SHOP			Life Science			Medical Office			Other Non-reportable			Corporate Non-segment			Total
Real estate revenues(1)	$	276,091		$	547,976		$	395,064		$	509,019		$	108,133		$	—		$	1,836,283
Operating expenses	(3,618		)	(414,312		)	(91,742		)	(189,859		)	(5,507		)	—			(705,038		)
NOI	272,473			133,664			303,322			319,160			102,626			—			1,131,245
Adjustments to NOI(2)	2,127			2,875			(9,589		)	(2,899		)	(4,418		)	—			(11,904		)
Adjusted NOI	274,600			136,539			293,733			316,261			98,208			—			1,119,341
Addback adjustments	(2,127		)	(2,875		)	9,589			2,899			4,418			—			11,904
Interest income	—			—			—			—			10,406			—			10,406
Interest expense	(2,404		)	(2,725		)	(316		)	(474		)	(1,469		)	(258,955		)	(266,343		)
Depreciation and amortization	(79,605		)	(104,405		)	(140,480		)	(193,710		)	(31,299		)	—			(549,499		)
General and administrative	—			—			—			—			—			(96,702		)	(96,702		)
Transaction costs	—			—			—			—			—			(10,772		)	(10,772		)
Recoveries (impairments), net	—			(44,343		)	(7,639		)	—			(3,278		)	—			(55,260		)
Gain (loss) on sales of real estate, net	641			93,977			806,184			4,428			20,755			—			925,985
Loss on debt extinguishment	—			—			—			—			—			(44,162		)	(44,162		)
Other income (expense), net	—			—			—			—			9,605			3,711			13,316
Income tax benefit (expense)	—			—			—			—			—			17,854			17,854
Equity income (loss) from unconsolidated joint ventures	—			—			—			—			(2,594		)	—			(2,594		)
Net income (loss)	$	191,105		$	76,168		$	961,071		$	129,404		$	104,752		$	(389,026	)	$	1,073,474

_______________________________________

(1) Represents rental and related revenues, resident fees and services, and income from DFLs.

(2) Represents straight-line rents, DFL non-cash interest, amortization of market lease intangibles, net, actuarial reserves for insurance claims that have been incurred but not reported, deferral of community fees, net and termination fees.

For the year ended December 31, 2017:

Segments	Senior Housing Triple-Net			SHOP			Life Science			Medical Office			Other Non-reportable			Corporate Non-segment			Total
Real estate revenues(1)	$	313,547		$	525,473		$	358,816		$	477,459		$	116,846		$	—		$	1,792,141
Operating expenses	(3,819		)	(396,491		)	(78,001		)	(183,197		)	(4,743		)	—			(666,251		)
NOI	309,728			128,982			280,815			294,262			112,103			—			1,125,890
Adjustments to NOI(2)	17,098			33,227			(4,517		)	(2,952		)	(4,446		)	—			38,410
Adjusted NOI	326,826			162,209			276,298			291,310			107,657			—			1,164,300
Addback adjustments	(17,098		)	(33,227		)	4,517			2,952			4,446			—			(38,410		)
Interest income	—			—			—			—			56,237			—			56,237
Interest expense	(2,518		)	(7,920		)	(373		)	(506		)	(4,230		)	(292,169		)	(307,716		)
Depreciation and amortization	(103,820		)	(103,162		)	(128,864		)	(169,795		)	(29,085		)	—			(534,726		)
General and administrative	—			—			—			—			—			(88,772		)	(88,772		)
Transaction costs	—			—			—			—			—			(7,963		)	(7,963		)
Recoveries (impairments), net	(22,590		)	—			—			—			(143,794		)	—			(166,384		)
Gain (loss) on sales of real estate, net	280,349			17,485			45,916			9,095			3,796			—			356,641
Loss on debt extinguishment	—			—			—			—			—			(54,227		)	(54,227		)
Other income (expense), net	—			—			—			—			50,895			(19,475		)	31,420
Income tax benefit (expense)	—			—			—			—			—			1,333			1,333
Equity income (loss) from unconsolidated joint ventures	—			—			—			—			10,901			—			10,901
Net income (loss)	$	461,149		$	35,385		$	197,494		$	133,056		$	56,823		$	(461,273	)	$	422,634

_______________________________________

(1) Represents rental and related revenues, resident fees and services, and income from DFLs.

(2) Represents straight-line rents, DFL non-cash interest, amortization of market lease intangibles, net, actuarial reserves for insurance claims that have been incurred but not reported, deferral of community fees, net and termination fees.

For the year ended December 31, 2016:

Segments	Senior Housing Triple-Net			SHOP			Life Science			Medical Office			Other Non-reportable			Corporate Non-segment			Total
Real estate revenues(1)	$	423,118		$	686,822		$	358,537		$	446,280		$	125,729		$	—		$	2,040,486
Operating expenses	(6,710		)	(480,870		)	(72,478		)	(173,687		)	(4,654		)	—			(738,399		)
NOI	416,408			205,952			286,059			272,593			121,075			—			1,302,087
Adjustments to NOI(2)	(7,566		)	(2,686		)	(2,954		)	(3,536		)	(3,022		)	—			(19,764		)
Adjusted NOI	408,842			203,266			283,105			269,057			118,053			—			1,282,323
Addback adjustments	7,566			2,686			2,954			3,536			3,022			—			19,764
Interest income	—			—			—			—			88,808			—			88,808
Interest expense	(9,499		)	(29,745		)	(2,357		)	(5,895		)	(9,153		)	(407,754		)	(464,403		)
Depreciation and amortization	(136,146		)	(108,806		)	(130,829		)	(161,790		)	(30,537		)	—			(568,108		)
General and administrative	—			—			—			—			—			(103,611		)	(103,611		)
Transaction costs	—			—			—			—			—			(9,821		)	(9,821		)
Gain (loss) on sales of real estate, net	48,744			675			49,042			8,333			57,904			—			164,698
Loss on debt extinguishment	—			—			—			—			—			(46,020		)	(46,020		)
Other income (expense), net	—			—			—			—			—			3,654			3,654
Income tax benefit (expense)	—			—			—			—			—			(4,473		)	(4,473		)
Equity income (loss) from unconsolidated joint ventures	—			—			—			—			11,360			—			11,360
Discontinued operations	—			—			—			—			—			265,755			265,755
Net income (loss)	$	319,507		$	68,076		$	201,915		$	113,241		$	239,457		$	(302,270	)	$	639,926

_______________________________________

(1) Represents rental and related revenues, resident fees and services, and income from DFLs.

(2) Represents straight-line rents, DFL non-cash interest, amortization of market lease intangibles, net, actuarial reserves for insurance claims that have been incurred but not reported, deferral of community fees, net and termination fees.

Summary of reconciliation of company's revenues to total revenues

The following table summarizes the Company’s revenues by segment (in thousands):

	Year Ended
	December 31,
Segments	2018		2017		2016
Senior housing triple-net	$	276,091	$	313,547	$	423,118
SHOP	547,976		525,473		686,822
Life science	395,064		358,816		358,537
Medical office	509,019		477,459		446,280
Other non-reportable segments	118,539		173,083		214,537
Total revenues	$	1,846,689	$	1,848,378	$	2,129,294

Summary of reconciliation of company's assets to total assets

The following table summarizes the Company’s total assets by segment (in thousands):

	December 31,
Segments	2018			2017			2016
Senior housing triple-net	$	2,965,679		$	3,515,400		$	3,871,720
SHOP	2,173,795			2,392,130			3,135,115
Life science	4,303,471			4,154,372			3,961,623
Medical office	4,354,441			3,989,168			3,724,483
Reportable segment assets	13,797,386			14,051,070			14,692,941
Accumulated depreciation and amortization	(2,915,592		)	(2,919,278		)	(2,900,060		)
Net reportable segment assets	10,881,794			11,131,792			11,792,881
Other non-reportable segment assets	1,015,854			1,904,433			2,255,712
Assets held for sale, net	108,086			417,014			927,866
Other non-segment assets	712,819			635,222			782,806
Total assets	$	12,718,553		$	14,088,461		$	15,759,265

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Compensation Plans (Tables)

12 Months Ended

Dec. 31, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Summary of additional information concerning restricted stock and restricted stock units

The following table summarizes restricted stock award activity, including performance stock units, for the year ended December 31, 2018 (units in thousands):

	Restricted Stock Units		Weighted Average Grant Date Fair Value
Unvested at January 1, 2018	1,139		$	33.41
Granted	1,097		22.95
Vested	(401	)	32.42
Forfeited	(137	)	30.34
Unvested at December 31, 2018	1,698		27.13

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2018

Income Tax Disclosure [Abstract]

Schedule of common stock distributions

The following table shows the characterization of our annual common stock distributions per share:

	Year Ended December 31,
	2018		2017		2016
Ordinary dividends(1)	$	0.9578	$	1.4800	$	1.5561
Capital gains	0.5222		—		—
Nondividend distributions	—		—		6.7089
	$	1.4800	$	1.4800	$	8.2650	(2)

_______________________________________

(1) The 2018 amount includes $0.0164 of qualified dividend income for purposes of Code Section 1(h)(11), and $0.9414 of qualified business income for purposes of Code Section 199A.

(2) Consists of $2.095 per common share of quarterly cash dividends and $6.17 per common share of stock dividends related to the Spin-Off (see Note 5).

Schedule of income tax expense (benefit) from continuing operations

The total income tax expense (benefit) from continuing operations consists of the following components (in thousands):

	Year Ended December 31,
	2018			2017			2016
Current
Federal	$	(568	)	$	949		$	8,525
State	4,003			1,504			8,307
Foreign	84			1,737			1,332
Total current	$	3,519		$	4,190		$	18,164
Deferred
Federal	$	(11,905	)	$	2,730		$	(10,241	)
State	(4,589		)	(5,889		)	(1,401		)
Foreign	(4,879		)	(2,364		)	(2,049		)
Total deferred	$	(21,373	)	$	(5,523	)	$	(13,691	)
Total income tax expense (benefit)	$	(17,854	)	$	(1,333	)	$	4,473

Schedule of reconciliation of income tax expense at statutory rates to the actual income tax expense recorded

The following table reconciles income tax expense (benefit) from continuing operations at statutory rates to actual income tax expense recorded (in thousands):

	Year Ended December 31,
	2018			2017			2016
Tax benefit at U.S. federal statutory income tax rate on income or loss subject to tax	$	(17,857	)	$	(21,085	)	$	(4,581	)
State income tax expense, net of federal tax	(1,313		)	(1,222		)	6,081
Gross receipts and margin taxes	1,580			1,716			1,847
Foreign rate differential	301			632			647
Effect of permanent differences	(34		)	6			(280		)
Return to provision adjustments	(278		)	1,597			287
Remeasurement of deferred tax assets and liabilities	—			17,080			—
Increase (decrease) in valuation allowance	(253		)	(57		)	472
Total income tax expense (benefit)	$	(17,854	)	$	(1,333	)	$	4,473

Schedule of significant components of the company's deferred tax asset and liabilities

The following table summarizes the significant components of the Company’s deferred tax assets and liabilities from continuing operations (in thousands):

	December 31,
	2018			2017			2016
Property, primarily differences in depreciation and amortization, the basis of land, and the treatment of interest and certain costs	$	31,034		$	31,691		$	28,940
Net operating loss carryforward	20,559			10,720			8,784
Expense accruals and other	2,424			229			(847		)
Valuation allowance	(295		)	(548		)	(606		)
Net deferred tax assets	$	53,722		$	42,092		$	36,271

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Earnings Per Common Share (Tables)

12 Months Ended

Dec. 31, 2018

Earnings Per Share [Abstract]

Schedule of computation of basic and diluted earnings per share (in thousands, except per share amounts)

The following table illustrates the computation of basic and diluted earnings per share (in thousands, except per share data):

	Year Ended December 31,
	2018			2017			2016
Numerator
Net income (loss) from continuing operations	$	1,073,474		$	422,634		$	374,171
Noncontrolling interests' share in earnings	(12,381		)	(8,465		)	(12,179		)
Net income (loss) attributable to HCP, Inc.	1,061,093			414,169			361,992
Less: Participating securities' share in earnings	(2,669		)	(1,156		)	(1,198		)
Income (loss) from continuing operations applicable to common shares	1,058,424			413,013			360,794
Discontinued operations	—			—			265,755
Net income (loss) applicable to common shares	$	1,058,424		$	413,013		$	626,549
Numerator - Dilutive
Net income (loss) applicable to common shares	$	1,058,424		$	413,013		$	626,549
Add: distributions on dilutive convertible units and other	6,919			—			—
Dilutive net income (loss) available to common shares	$	1,065,343		$	413,013		$	626,549
Denominator
Basic weighted average shares outstanding	470,551			468,759			467,195
Dilutive potential common shares - equity awards	168			176			208
Dilutive potential common shares - DownREIT conversions	4,668			—			—
Diluted weighted average common shares	475,387			468,935			467,403
Basic earnings per common share
Continuing operations	$	2.25		$	0.88		$	0.77
Discontinued operations	—			—			0.57
Net income (loss) applicable to common shares	$	2.25		$	0.88		$	1.34
Diluted earnings per common share
Continuing operations	$	2.24		$	0.88		$	0.77
Discontinued operations	—			—			0.57
Net income (loss) applicable to common shares	$	2.24		$	0.88		$	1.34

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Supplemental Cash Flow Information (Tables)

12 Months Ended

Dec. 31, 2018

Supplemental Cash Flow Elements [Abstract]

Schedule of supplemental cash flow information

The following table summarizes supplemental cash flow information (in thousands):

	Year Ended December 31,
	2018		2017		2016
Supplemental cash flow information:
Interest paid, net of capitalized interest	$	275,690	$	309,111	$	489,453
Income taxes paid	4,480		10,045		13,727
Capitalized interest	21,056		16,937		11,108
Supplemental schedule of non-cash investing and financing activities:
Accrued construction costs	88,826		67,425		49,999
Non-cash impact of QCP Spin-Off, net	—		—		3,539,584
Securities transferred for debt defeasance	—		—		73,278
Retained equity method investment from U.K. JV transaction	104,922		—		—
Derecognition of U.K. Bridge Loan receivable	147,474		—		—
Consolidation of net assets related to U.K. Bridge Loan	106,457		—		—
Vesting of restricted stock units and conversion of non-managing member units into common stock	537		2,908		6,622
Net noncash impact from the consolidation of previously unconsolidated joint ventures (see Note 4)	68,293		—		—
Deconsolidation of noncontrolling interest in connection with RIDEA II transaction	—		58,061		—
Mortgages and other liabilities assumed with real estate acquisitions	8,457		5,425		82,985

Schedule of cash, cash equivalents and restricted cash

The following table summarizes cash, cash equivalents and restricted cash (in thousands):

	December 31,
	2018		2017
Cash and cash equivalents	$	110,790	$	55,306
Restricted cash	29,056		26,897
Cash, cash equivalents and restricted cash	$	139,846	$	82,203

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Variable Interest Entities (Tables)

12 Months Ended

Dec. 31, 2018

Variable Interest Entities

Schedule of variable interest entities

The classification of the related assets and liabilities and their maximum loss exposure as a result of the Company’s involvement with these VIEs at December 31, 2018 are presented below (in thousands):

VIE Type	Asset/Liability Type	Maximum Loss Exposure and Carrying Amount(1)
VIE tenants - DFLs(2)	Net investment in DFLs	$	600,230
VIE tenants - operating leases(2)	Lease intangibles, net and straight-line rent receivables	7,396
CCRC OpCo	Investments in unconsolidated joint ventures	176,236
Unconsolidated development joint ventures	Investments in unconsolidated joint ventures	15,176
Loan - seller financing	Loans Receivable, net	10,000
CMBS and LLC investment	Marketable debt and cost method investment	34,263

_______________________________________

(1) The Company’s maximum loss exposure represents the aggregate carrying amount of such investments (including accrued interest).

(2) The Company’s maximum loss exposure may be mitigated by re-leasing the underlying properties to new tenants upon an event of default.

Schedule of consolidated assets and liabilities of variable interest entities

Total assets at December 31, 2018 and December 31, 2017 include VIE assets as follows (in thousands):

	December 31,
	2018			2017
Assets
Building and improvements	$	1,949,582		$	2,436,414
Developments in process	39,584			32,285
Land	151,746			227,162
Accumulated depreciation	(398,143		)	(542,091		)
Net real estate	1,742,769			2,153,770
Investments in and advances to unconsolidated joint ventures	1,550			2,231
Accounts receivable, net	7,904			10,242
Cash and cash equivalents	23,772			15,861
Restricted cash	3,399			2,619
Intangible assets, net	111,333			125,475
Other assets, net	43,149			33,749
Total assets	$	1,933,876		$	2,343,947
Liabilities
Mortgage debt	$	44,598		$	45,016
Intangible liabilities, net	19,128			10,672
Accounts payable and accrued expenses	66,736			269,280
Deferred revenue	24,215			14,432
Total liabilities	$	154,677		$	339,400

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Concentration of Credit Risk (Tables)

12 Months Ended

Dec. 31, 2018

Risks and Uncertainties [Abstract]

Schedule of concentration of credit risk

The following tables provide information regarding the Company’s concentrations with respect to Brookdale as a tenant as of and for the periods presented:

	Percentage of Total Assets
	Total Company		Senior Housing Triple-Net
	December 31,		December 31,
Tenant	2018	2017	2018	2017
Brookdale(1)	6	10	27	39

	Percentage of Revenues
	Total Company			Senior Housing Triple-Net
	Year Ended December 31,			Year Ended December 31,
Tenant	2018	2017	2016	2018	2017	2016
Brookdale(1)	6	8	12	38	47	59

_______________________________________

(1) Excludes senior housing facilities operated by Brookdale in the Company’s SHOP segment as discussed below. Percentages of segment and total company revenues include partial-year revenue earned from senior housing triple-net facilities that were sold during 2018. Accordingly, the percentages of segment and total company revenues are expected to decrease in 2019. The years ended December 31, 2017 and 2016 include revenues from 64 senior housing triple-net facilities that were sold in March 2017.

The following table provides information regarding the Company’s concentrations with respect to certain states; the information provided is presented for the gross assets and revenues that are associated with certain real estate assets as percentages of total Company’s total assets and revenues:

	Percentage of Total Company Assets		Percentage of Total Company Revenues
	December 31,		Year Ended December 31,
State	2018	2017	2018	2017	2016
California	34	31	26	26	26
Texas	16	14	18	17	17

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Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2018

Financial Instruments, Owned, at Fair Value [Abstract]

Summary of the carrying values and fair values of financial instruments (in thousands)

The table below summarizes the carrying amounts and fair values of the Company’s financial instruments (in thousands):

	December 31,
	2018(3)				2017(3)
	Carrying Value		Fair Value		Carrying Value		Fair Value
Loans receivable, net(2)	$	62,998	$	62,998	$	313,326	$	313,242
Marketable debt securities(2)	19,202		19,202		18,690		18,690
Bank line of credit(2)	80,103		80,103		1,017,076		1,017,076
Term loan(2)	—		—		228,288		228,288
Senior unsecured notes(1)	5,258,550		5,302,485		6,396,451		6,737,825
Mortgage debt(2)	138,470		136,161		144,486		125,984
Other debt(2)	90,785		90,785		94,165		94,165
Interest-rate swap liabilities(2)	1,310		1,310		2,483		2,483
Cross currency swap liability(2)	—		—		10,968		10,968

_______________________________________

(1) Level 1: Fair value calculated based on quoted prices in active markets.

(2) Level 2: Fair value based on (i) for marketable debt securities, quoted prices for similar or identical instruments in active or inactive markets, respectively, or (ii) or for loans receivable, net, mortgage debt, and swaps, calculated utilizing standardized pricing models in which significant inputs or value drivers are observable in active markets. For bank line of credit, term loans and other debt, the carrying values are a reasonable estimate of fair value because the borrowings are primarily based on market interest rates and the Company’s credit rating.

(3) During the years ended December 31, 2018 and 2017, there were no transfers of financial assets or liabilities within the fair value hierarchy.

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Derivative Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2018

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of derivative instruments (dollars and GBP in thousands)

The following table summarizes the Company’s outstanding interest-rate contracts as of December 31, 2018 (dollars in thousands):

Date Entered	Maturity Date	Hedge Designation	Notional		Pay Rate	Receive Rate	Fair Value(1)
Interest rate:
July 2005(2)	July 2020	Cash Flow	$	43,000	3.820%	BMA Swap Index	$	(1,310	)

_____________________________

(1) Derivative liabilities are recorded in accounts payable and accrued liabilities on the consolidated balance sheets.

(2) Represents three interest-rate swap contracts, which hedge fluctuations in interest payments on variable-rate secured debt due to overall changes in hedged cash flows.

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Selected Quarterly Financial Data (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2018

Quarterly Financial Information Disclosure [Abstract]

Schedule of selected quarterly information

The following table summarizes selected quarterly information for the years ended December 31, 2018 and 2017 (in thousands, except per share amounts):

	Three Months Ended 2018
	March 31		June 30		September 30		December 31
Total revenues	$	479,197	$	469,551	$	456,022	$	441,919
Income (loss) before income taxes and equity income from investments in unconsolidated joint ventures	37,331		88,375		98,908		833,600
Net income (loss)	43,237		92,928		102,926		834,383
Net income (loss) applicable to HCP, Inc.	40,232		89,942		99,371		831,548
Dividends paid per common share	0.37		0.37		0.37		0.37
Basic earnings per common share	0.08		0.19		0.21		1.75
Diluted earnings per common share	0.08		0.19		0.21		1.73

	Three Months Ended 2017
	March 31		June 30		September 30			December 31
Total revenues	$	492,168	$	458,928	$	454,023		$	443,259
Income (loss) before income taxes and equity income from investments in unconsolidated joint ventures	454,746		18,874		(12,263		)	(50,957		)
Net (loss) income	464,177		22,101		(5,720		)	(57,924		)
Net (loss) income applicable to HCP, Inc.	461,145		19,383		(7,657		)	(58,702		)
Dividends paid per common share	0.37		0.37		0.37			0.37
Basic earnings per common share	0.98		0.04		(0.02		)	(0.13		)
Diluted earnings per common share	0.97		0.04		(0.02		)	(0.13		)

The above selected quarterly financial data includes the following significant transactions:

2018

• During the quarter ended December 31, 2018, the Company sold its Shoreline Technology Center life science campus for $1.0 billion and recognized a gain on sale of $726 million.

• During the quarter ended December 31, 2018, the Company acquired the outstanding equity interests in three life science joint ventures for $92 million and recognized a gain on consolidation of $50 million.

• During the quarter ended December 31, 2018, the Company sold 19 senior housing assets (11 senior housing triple-net assets and eight SHOP assets) for $377 million and recognized gain on sales of $40 million.

• During the quarter ended December 31, 2018, the Company recognized impairment charges of $33 million related to four underperforming SHOP assets.

• During the quarter ended September 30, 2018, the Company repurchased $700 million of its 5.375% senior notes due 2021 and recorded a $44 million loss on debt extinguishment.

• During the quarter ended March 31, 2018, The Company recognized a £29 million ($41 million) loss on consolidation related to the U.K. Bridge Loan (see Notes 7 and 19).

2017

• During the quarter ended December 31, 2017, the Company recognized a $20 million net reduction of rental and related revenues and $35 million of operating expense related to the Brookdale Transactions.

• During the quarter ended December 31, 2017, the Company recorded an impairment charge of $84 million related to the Tandem Mezzanine Loan.

• During the quarter ended December 31, 2017, the Company recognized a tax expense of $17 million due to a remeasurement of deferred tax assets and liabilities.

• During the quarter ended September 30, 2017, the Company repurchased $500 million of its 5.375% senior notes due 2021 and recorded a $54 million loss on debt extinguishment.

• During the quarter ended June 30, 2017, the Company recorded an impairment charge of $57 million related to the Tandem Mezzanine Loan.

• During the quarter ended March 31, 2017, the Company deconsolidated the net assets of RIDEA II and recognized a net gain on sale of $99 million.

• During the quarter ended March 31, 2017, the Company sold 64 senior housing triple-net assets, resulting in a net gain on sale of $170 million.

• During the quarter ended March 31, 2017, the Company sold its Four Seasons Notes, which generated a £42 million ($51 million) gain on sale.

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Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Mar. 31, 2019	Jan. 01, 2018	Jan. 31, 2017
Accounting Policies [Abstract]
Residency agreement term, minimum	30 days
Residency agreement term, maximum	1 year
Maximum period available for occupancy from cessation of significant construction activity	1 year
Maximum useful life of building and improvements	60 years
Schedule of Equity Method Investments [Line Items]
HCP’s capital	$ 5,944,439	$ 5,301,005
RIDEA II
Schedule of Equity Method Investments [Line Items]
Investment ownership percentage	40.00%					40.00%
Fair value of equity investment						$ 107,000
Equity method investments	$ 0	259,651				$ 121,000
ASU 2014-09
Schedule of Equity Method Investments [Line Items]
HCP’s capital					$ 79,000
Difference between Revenue Guidance in Effect before and after Topic 606 | ASU 2014-09
Schedule of Equity Method Investments [Line Items]
Cumulative effect of change on beginning retained earnings					$ 30,000
Ancillary Service Revenue | ASU 2014-09
Schedule of Equity Method Investments [Line Items]
Lease revenue	40,000	38,000	$ 51,000
Rental and related revenues, tenant recoveries
Schedule of Equity Method Investments [Line Items]
Lease revenue	$ 157,000	$ 142,000	$ 134,000
Forecast | Minimum | ASU 2016-02
Schedule of Equity Method Investments [Line Items]
Lease liabilities				$ 130,000
Right-of-use asset				145,000
Forecast | Maximum | ASU 2016-02
Schedule of Equity Method Investments [Line Items]
Lease liabilities				165,000
Right-of-use asset				$ 180,000

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Master Transactions and Cooperation Agreement with Brookdale (Details) $ in Thousands		1 Months Ended					3 Months Ended					12 Months Ended
	Nov. 01, 2017 USD ($) property	Apr. 30, 2018 USD ($) property	Mar. 31, 2018 USD ($)	Jan. 31, 2018 USD ($) property	Dec. 31, 2017 USD ($)	Mar. 31, 2017 USD ($) facility	Dec. 31, 2018 USD ($) property facility	Sep. 30, 2018 facility	Jun. 30, 2018 facility	Mar. 31, 2018 facility	Dec. 31, 2017 USD ($) property	Dec. 31, 2018 USD ($) property	Dec. 31, 2017 USD ($) facility	Dec. 31, 2016 USD ($) facility	Jan. 01, 2018 USD ($) property
Real Estate Properties [Line Items]
Percentage of voting interest acquired	10.00%
Consideration transferred | $	$ 95,000
Payments to acquire additional interest in subsidiaries | $			$ 63,000		$ 32,000
Proceeds from sale of buildings | $												$ 335,709	$ 462,242	$ 0
Management fee rate													5.00%
Operating expenses | $												$ 705,038	$ 666,251	738,399
RIDEA Facilities
Real Estate Properties [Line Items]
Ownership percentage (as a percent)													90.00%
Assets Leased to Others
Real Estate Properties [Line Items]
Number of properties disposed (in properties)							19
Number of assets sold or transitioned (in properties)												37
Assets Leased to Others | RIDEA Facilities
Real Estate Properties [Line Items]
Number of real estate properties (in properties)	58
Proceeds from sale of buildings | $							$ 377,000
Senior housing triple-net
Real Estate Properties [Line Items]
Total consideration for disposition of real estate | $						$ 1,125,000								$ 88,000
Number of properties disposed (in properties) | facility						64			2				4	7
Senior housing triple-net | Assets Leased to Others
Real Estate Properties [Line Items]
Number of real estate properties (in properties)	78
Right to sell, or transition, number of properties (in properties)							32					32
Rent concessions | $															$ 5,000
Number of properties with rent concessions (in properties)															3
Number of assets to be sold (in properties)	2
Total consideration for disposition of real estate | $	$ 35,000
Number of properties disposed (in properties)							11
Number of assets sold or transitioned (in properties)												17
Reduction in rental and related revenues | $											$ 20,000
Fair value inputs (in properties)											32
SHOP
Real Estate Properties [Line Items]
Total consideration for disposition of real estate | $														$ 41,000
Number of properties disposed (in properties) | facility							2	11	8	2			5	3
SHOP | Assets Leased to Others
Real Estate Properties [Line Items]
Number of assets sold or transitioned (in properties)												20
SHOP | Assets Leased to Others | RIDEA Facilities
Real Estate Properties [Line Items]
Number of real estate properties (in properties)	36
Number of assets to be sold (in properties)	4
Total consideration for disposition of real estate | $	$ 240,000
Number of properties disposed (in properties)		3		1			8
Proceeds from sale of productive assets | $		$ 208,000		$ 32,000
SHOP | Assets Under Management Agreements
Real Estate Properties [Line Items]
Fair value inputs (in properties)											36
Minimum
Real Estate Properties [Line Items]
EBITDAR growth rates													0.00%
Maximum
Real Estate Properties [Line Items]
EBITDAR growth rates													3.00%
Discount rate
Real Estate Properties [Line Items]
Real estate capitalization rate					0.12						0.12		0.12
Cap rate | Minimum
Real Estate Properties [Line Items]
Real estate capitalization rate					0.06						0.06		0.06
Cap rate | Maximum
Real Estate Properties [Line Items]
Real estate capitalization rate					0.07						0.07		0.07
Real estate | SHOP | Assets Under Management Agreements
Real Estate Properties [Line Items]
Operating expenses | $											$ 35,000

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Other Real Estate Property Investments - Narrative (Details) $ in Thousands	1 Months Ended			2 Months Ended	3 Months Ended	5 Months Ended	12 Months Ended
	Dec. 31, 2018 USD ($) property	Nov. 30, 2018 property joint_venture	Aug. 31, 2018 USD ($) property	Feb. 14, 2019 USD ($)	Dec. 31, 2018 USD ($) joint_venture	Dec. 31, 2018 USD ($)	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)
Real Estate [Line Items]
Payments to acquire real estate							$ 21,000
Deposit, nonrefundable	$ 15,000
Gain on consolidation					$ 50,000		9,154	$ 0	$ 0
Net real estate	10,209,450				10,209,450	$ 10,209,450	10,209,450	$ 10,731,878
MSREI MOB JV
Real Estate [Line Items]
Ownership percentage (as a percent)			51.00%			51.00%
Proceeds from contributions from affiliates			$ 298,000
Number of properties may be contributed in the agreement | property			9
Contribution of property			$ 320,000
Number of properties acquired | property			16
Noncontrolling interest in variable interest entity	$ 298,000				298,000	$ 298,000	298,000
Life Science JVs
Real Estate [Line Items]
Number of properties acquired | property	2	4
Payments to acquire real estate	$ 245,000				$ 92,000
Number of joint ventures | joint_venture		3			3
Investment ownership percentage		100.00%
Greenville Portfolio | MSREI MOB JV
Real Estate [Line Items]
Payments to acquire real estate			$ 285,000
Term of operating leases			10 years
Net real estate	$ 276,000				$ 276,000	$ 276,000	276,000
Finite-lived intangible assets acquired							$ 20,000
Life science | Subsequent Event | Life Science facility
Real Estate [Line Items]
Payments to acquire real estate				$ 71,000
Life science | Subsequent Event | Land
Real Estate [Line Items]
Payments to acquire real estate				$ 27,000

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Other Real Estate Property Investments - Schedule of Real Estate Acquisitions and Improvements (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Real estate acquisitions
Consideration, Cash Paid/Debt Settled		$ 560,753
Consideration, Net Liabilities Assumed		5,425
Assets Acquired, Real Estate		527,815
Assets Acquired, Net Intangibles		38,363
Funding for construction, tenant and other capital improvements	$ 607,186	471,778	$ 458,900
Senior housing triple-net
Real estate acquisitions
Funding for construction, tenant and other capital improvements	11,311	32,343	49,109
SHOP
Real estate acquisitions
Consideration, Cash Paid/Debt Settled		44,258
Consideration, Net Liabilities Assumed		797
Assets Acquired, Real Estate		37,940
Assets Acquired, Net Intangibles		7,115
Funding for construction, tenant and other capital improvements	53,389	49,473	74,158
Life science
Real estate acquisitions
Consideration, Cash Paid/Debt Settled		315,255
Consideration, Net Liabilities Assumed		3,524
Assets Acquired, Real Estate		305,760
Assets Acquired, Net Intangibles		13,019
Funding for construction, tenant and other capital improvements	396,431	240,901	200,122
Medical office
Real estate acquisitions
Consideration, Cash Paid/Debt Settled		201,240
Consideration, Net Liabilities Assumed		1,104
Assets Acquired, Real Estate		184,115
Assets Acquired, Net Intangibles		18,229
Funding for construction, tenant and other capital improvements	144,694	148,926	128,308
Other non-reportable segments
Real estate acquisitions
Funding for construction, tenant and other capital improvements	$ 1,361	$ 135	$ 7,203

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Dispositions of Real Estate and Discontinued Operations - Held for Sale (Details) $ in Thousands	Dec. 31, 2018 USD ($) property	Dec. 31, 2017 USD ($) property	Dec. 31, 2016 property
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Assets held for sale, net	$ 108,086	$ 417,014
Accumulated depreciation and amortization	$ 2,842,947	$ 2,741,695
SHOP | Held-for-sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of properties classified as held for sale (in properties) | property	9	6
Life science | Held-for-sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of properties classified as held for sale (in properties) | property		4
Senior Housing Triple-Net and SHOP | Held-for-sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Assets held for sale, net	$ 108,000
Senior Housing Triple-Net and SHOP | Held-for-sale | Real estate
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Assets held for sale, net	101,000
Accumulated depreciation and amortization	$ 30,000
Senior housing triple-net
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of properties classified as held for sale (in properties) | property		64	64
Senior housing triple-net | Held-for-sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of properties classified as held for sale (in properties) | property		2
SH NNN, Life Science, SHOP | Held-for-sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Assets held for sale, net		$ 417,000
SH NNN, Life Science, SHOP | Held-for-sale | Real estate
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Assets held for sale, net		393,000
Accumulated depreciation and amortization		$ 93,000
Land | Life science | Held-for-sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of properties classified as held for sale (in properties) | property	1

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Dispositions of Real Estate and Discontinued Operations - Shoreline Technology Center (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Nov. 30, 2018	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of buildings		$ 335,709	$ 462,242	$ 0
Shoreline Technology Center
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of buildings	$ 1,000,000
Gain (loss) on sale of assets	$ 726,000

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Dispositions of Real Estate and Discontinued Operations - Brookedale MTCA Disposition (Details) $ in Thousands	1 Months Ended	3 Months Ended					12 Months Ended
	Mar. 31, 2017 USD ($)	Dec. 31, 2018 USD ($) property	Sep. 30, 2018 USD ($)	Jun. 30, 2018 USD ($)	Mar. 31, 2018 USD ($)	Mar. 31, 2017 USD ($)	Dec. 31, 2018 USD ($) property	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)	Nov. 01, 2017 property
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of buildings							$ 335,709	$ 462,242	$ 0
Gain (loss) on sales of real estate, net			$ 95,000	$ 25,000			$ 925,985	$ 356,641	$ 164,698
Senior housing triple-net
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain (loss) on sales of real estate, net	$ 170,000
Senior housing triple-net | Assets Leased to Others
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of assets to be sold (in properties) | property										2
SHOP
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain (loss) on sales of real estate, net					$ 21,000
Brookedale MTCA
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of assets to be sold (in properties) | property		19					19
Brookedale MTCA | Assets Leased to Others
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of buildings		$ 377,000
Gain (loss) on sales of real estate, net						$ 40,000
Brookedale MTCA | Senior housing triple-net | Assets Leased to Others
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of assets to be sold (in properties) | property		11					11
Brookedale MTCA | SHOP
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of assets to be sold (in properties) | property		8					8

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Dispositions of Real Estate and Discontinued Operations - RIDEA II Sale Transaction (Details) - USD ($) $ in Thousands	1 Months Ended			3 Months Ended			12 Months Ended
	Nov. 30, 2018	Jun. 30, 2018	Jan. 31, 2017	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Nov. 01, 2017
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain (loss) on sales of real estate, net				$ 95,000	$ 25,000		$ 925,985	$ 356,641	$ 164,698
HCP/CPA/Brookdale JV
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Debt provided			$ 602,000
Debt provided by third-party			360,000
Debt provided by entity			242,000
Net proceeds from the RIDEA II transaction			$ 480,000
HCP/CPA/Brookdale JV | RIDEA II
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Debt provided by entity										$ 242,000
Equity method investment ownership interest disposed	40.00%
Consideration receivable from sale of ownership interest										$ 91,000
Proceeds from sale of asset		$ 332,000
RIDEA II
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Investment ownership percentage			40.00%				40.00%
Gain (loss) on sales of real estate, net						$ 99,000
RIDEA II | HCP/CPA/Brookdale JV
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Investment ownership percentage			40.00%

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Dispositions of Real Estate and Discontinued Operations - U.K. Portfolio (Details) $ in Thousands, £ in Millions	1 Months Ended		3 Months Ended			12 Months Ended
	Aug. 31, 2018 GBP (£)	Jun. 30, 2018 USD ($)	Sep. 30, 2018 USD ($)	Jun. 30, 2018 USD ($)	Mar. 31, 2017 USD ($)	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)	Jun. 30, 2018 GBP (£)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Assets						$ 12,718,553	$ 14,088,461	$ 15,759,265
Gain (loss) on sales of real estate, net			$ 95,000	$ 25,000		$ 925,985	$ 356,641	$ 164,698
U.K. Portfolio
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Interest sold		51.00%
Assets		$ 507,000		507,000					£ 382
Gross proceeds		402,000
Gain (loss) on sales of real estate, net					$ 11,000
Foreign currency translation reclassified from OCI		17,000
Maria Mallaband Care Group loan
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of receivables | £	£ 11
U.K. Portfolio
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Investments		$ 105,000		$ 105,000
U.K. Portfolio
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Noncontrolling interest (as a percent)		49.00%		49.00%					49.00%

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Dispositions of Real Estate and Discontinued Operations - 2018 Other Dispositions (Details) $ in Thousands	1 Months Ended		3 Months Ended				12 Months Ended
	Mar. 31, 2017 USD ($) facility	Jan. 31, 2017 USD ($) facility	Dec. 31, 2018 USD ($) facility	Sep. 30, 2018 USD ($) facility	Jun. 30, 2018 USD ($) facility	Mar. 31, 2018 USD ($) facility	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($) facility	Dec. 31, 2016 USD ($) facility
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain (loss) on sales of real estate, net				$ 95,000	$ 25,000		$ 925,985	$ 356,641	$ 164,698
SHOP
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of properties disposed (in facilities) | facility			2	11	8	2		5	3
Proceeds from sale of real estate			$ 15,000	$ 76,000	$ 268,000	$ 35,000
Gain (loss) on sales of real estate, net						$ 21,000
Medical office
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of properties disposed (in facilities) | facility			2	2				4	3
Proceeds from sale of real estate			$ 4,000	$ 21,000
Gain (loss) on sales of real estate, net								$ 41,000
Senior housing triple-net
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of properties disposed (in facilities) | facility	64				2			4	7
Proceeds from sale of real estate					$ 35,000
Gain (loss) on sales of real estate, net	$ 170,000
Life science
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of properties disposed (in facilities) | facility		4		4					5
Proceeds from sale of real estate				$ 269,000
Gain (loss) on sales of real estate, net		$ 45,000
Land | Life science
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of properties disposed (in facilities) | facility			1
Proceeds from sale of real estate			$ 3,000

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Dispositions of Real Estate and Discontinued Operations - 2017 Dispositions (Details) $ in Thousands	1 Months Ended		3 Months Ended				12 Months Ended
	Mar. 31, 2017 USD ($) facility	Jan. 31, 2017 USD ($) facility	Dec. 31, 2018 facility	Sep. 30, 2018 USD ($) facility	Jun. 30, 2018 USD ($) facility	Mar. 31, 2018 USD ($) facility	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($) facility	Dec. 31, 2016 USD ($) facility
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sales of real estate							$ 2,044,477	$ 1,314,325	$ 647,754
Gain (loss) on sales of real estate, net				$ 95,000	$ 25,000		$ 925,985	356,641	$ 164,698
Life science
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of properties disposed (in facilities) | facility		4		4					5
Total consideration for disposition of real estate		$ 76,000							$ 386,000
Gain (loss) on sales of real estate, net		$ 45,000
Life science | Land
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of properties disposed (in facilities) | facility			1
Total consideration for disposition of real estate								27,000
Life science | Building
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sales of real estate								$ 5,000
Medical office
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of properties disposed (in facilities) | facility			2	2				4	3
Total consideration for disposition of real estate									$ 20,000
Proceeds from sales of real estate								$ 15,000
Gain (loss) on sales of real estate, net								$ 41,000
SHOP
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of properties disposed (in facilities) | facility			2	11	8	2		5	3
Total consideration for disposition of real estate									$ 41,000
Proceeds from sales of real estate								$ 43,000
Gain (loss) on sales of real estate, net						$ 21,000
Senior housing triple-net
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of properties disposed (in facilities) | facility	64				2			4	7
Total consideration for disposition of real estate	$ 1,125,000								$ 88,000
Proceeds from sales of real estate								$ 27,000
Gain (loss) on sales of real estate, net	$ 170,000
Senior housing triple-net | Building
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of properties disposed (in facilities) | facility									2

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Dispositions of Real Estate and Discontinued Operations - 2016 Dispositions (Details) $ in Millions	1 Months Ended		3 Months Ended				12 Months Ended
	Mar. 31, 2017 USD ($) facility	Jan. 31, 2017 USD ($) facility	Dec. 31, 2018 facility	Sep. 30, 2018 facility	Jun. 30, 2018 facility	Mar. 31, 2018 facility	Dec. 31, 2017 facility	Dec. 31, 2016 USD ($) facility
Post-acute/skilled | Building
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of properties disposed (in facilities)								5
Senior housing triple-net
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of properties disposed (in facilities)	64				2		4	7
Total consideration for disposition of real estate | $	$ 1,125							$ 88
Senior housing triple-net | Building
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of properties disposed (in facilities)								2
Post-acute/skilled and SH NNN | Building
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Total consideration for disposition of real estate | $								$ 130
Life science
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of properties disposed (in facilities)		4		4				5
Total consideration for disposition of real estate | $		$ 76						$ 386
Medical office
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of properties disposed (in facilities)			2	2			4	3
Total consideration for disposition of real estate | $								$ 20
SHOP
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of properties disposed (in facilities)			2	11	8	2	5	3
Total consideration for disposition of real estate | $								$ 41

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Dispositions of Real Estate and Discontinued Operations - Quality Care Properties, Inc (Details) shares in Millions			3 Months Ended	12 Months Ended
	Oct. 31, 2018	Oct. 31, 2016 USD ($) shares	Dec. 31, 2016 USD ($)	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)	Jun. 30, 2017 USD ($)	Oct. 17, 2016 USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Payments of dividends				$ 696,913,000	$ 694,955,000	$ 979,542,000
Stock distribution ratio	5	5
Distribution of QCP, Inc.						(3,532,763,000)
Gain (loss) on disposition of assets		$ 0
Bank line of credit				80,103,000	1,017,076,000
Prepayments of secured debt			$ 108,000,000
Loss on extinguishment of debt				$ 44,162,000	$ 54,227,000	$ 46,020,000
QCP
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Distribution of QCP, Inc.		3,500,000,000
Mortgage debt | QCP
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Aggregate principal amount								$ 750,000,000
QCP
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from issuance of debt		1,750,000,000
Payments of dividends		$ 1,690,000,000
Number of shares issued (in shares) | shares		94
QCP | Revolving credit facility
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Line of credit facility, maximum borrowing capacity		$ 100,000,000					$ 0
Bank line of credit							$ 0
QCP | Mortgage debt
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Interest rate (as a percent)								8.125%
Interest expense		2,000,000
Proceeds from issuance of debt		$ 1,000,000,000
QCP | Mortgage debt | LIBOR
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Loan, basis spread on variable rate		5.25%
QCP | Mortgage debt | Base rate
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Loan, basis spread on variable rate		4.25%
QCP | Mortgage debt | Minimum
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Interest rate (as a percent)								1.00%
Senior Unsecured Debt 6.000%
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Interest rate (as a percent)			6.00%			6.00%
Repayment of senior unsecured notes			$ 500,000,000
Loss on extinguishment of debt			$ 46,000,000
Senior Unsecured Debt 6.700%
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Interest rate (as a percent)			6.70%			6.70%
Repayment of senior unsecured notes			$ 600,000,000

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Dispositions of Real Estate and Discontinued Operations - Schedule of Results of Discontinued Operations (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Depreciation and amortization	$ 0	$ 0	$ (4,890,000)
Income tax benefit (expense)	0	$ 0	$ (48,181,000)
QCP | Spinoff
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Rental and related revenues	24,204,000
Income from direct financing leases	384,752,000
Total revenues	408,956,000
Depreciation and amortization	(4,892,000)
Operating	(3,367,000)
General and administrative	(67,000)
Transaction costs	(86,765,000)
Other income (expense), net	71,000
Income (loss) before income taxes and income from impairments of equity method investments	313,936,000
Income tax benefit (expense)	(48,181,000)
Total discontinued operations	$ 265,755,000

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Dispositions of Real Estate and Discontinued Operations - HCR ManorCare, Inc. (Details) $ in Thousands	1 Months Ended	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($) facility	Dec. 31, 2011 USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of buildings		$ 335,709	$ 462,242	$ 0
HCRMC
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of properties disposed (in facilities) | facility				13
Proceeds from sale of buildings				$ 153,000
Maximum
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Federal and state built-in gain tax from assets sold					$ 2,000,000
HCRMC
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Income from direct financing leases				385,000
Cash payments received				$ 385,000
Federal and state built-in gain tax from assets sold, term					10 years
Period intended to hold the assets					10 years
Federal built-in gain tax from assets sold, federal term	5 years
Federal built-in gain tax from assets sold, state term	10 years
Period intended to sell the assets				5 years
State built-in gain from assets sold				$ 47,000

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Leases - Components of Net Investment in DFLs (Details) $ in Thousands	Dec. 31, 2018 USD ($) property	Dec. 31, 2017 USD ($) property
Leases, Capital [Abstract]
Minimum lease payments receivable	$ 1,013,976	$ 1,062,452
Estimated residual value	507,484	504,457
Less unearned income	(807,642)	(852,557)
Net investment in direct financing leases	$ 713,818	$ 714,352
Properties subject to direct financing leases | property	29	29

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Leases - Future Minimum Lease Payments, DFL (Details) $ in Thousands	Dec. 31, 2018 USD ($)
Leases, Capital [Abstract]
2019	$ 114,970
2020	63,308
2021	63,687
2022	58,135
2023	58,570
Thereafter	655,306
Total	$ 1,013,976

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Leases - Internal Ratings For Net Investment, DFL (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Investment [Line Items]
Net investment in direct financing leases	$ 713,818	$ 714,352
Percentage of DFL Portfolio	100.00%
Senior housing triple-net
Investment [Line Items]
Net investment in direct financing leases	$ 629,214
Percentage of DFL Portfolio	88.00%
Other non-reportable segments
Investment [Line Items]
Net investment in direct financing leases	$ 84,604
Percentage of DFL Portfolio	12.00%
Performing Loans
Investment [Line Items]
Net investment in direct financing leases	$ 363,107
Performing Loans | Senior housing triple-net
Investment [Line Items]
Net investment in direct financing leases	278,503
Performing Loans | Other non-reportable segments
Investment [Line Items]
Net investment in direct financing leases	84,604
Watch List Loans
Investment [Line Items]
Net investment in direct financing leases	350,711
Watch List Loans | Senior housing triple-net
Investment [Line Items]
Net investment in direct financing leases	350,711
Watch List Loans | Other non-reportable segments
Investment [Line Items]
Net investment in direct financing leases	0
Workout DFLs
Investment [Line Items]
Net investment in direct financing leases	0
Workout DFLs | Senior housing triple-net
Investment [Line Items]
Net investment in direct financing leases	0
Workout DFLs | Other non-reportable segments
Investment [Line Items]
Net investment in direct financing leases	$ 0

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Leases - Narrative (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2018 USD ($) property	Dec. 31, 2017 USD ($) property	Dec. 31, 2016 USD ($)	Sep. 30, 2013 property
Capital Leased Assets [Line Items]
Properties subject to direct financing leases (in properties) | property	29	29
Income from direct financing leases	$ 54,274	$ 54,217	$ 59,580
Net investment in direct financing leases	713,818	714,352
Rent expense	10,000	10,000	10,000
DFL Portfolio
Capital Leased Assets [Line Items]
Income from direct financing leases	14,000	13,000	13,000
Cash income	19,000	18,000	$ 18,000
DFL Portfolio | Senior housing
Capital Leased Assets [Line Items]
Properties subject to direct financing leases (in properties) | property				14
Net investment in direct financing leases	$ 351,000	$ 356,000

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Leases - Future Minimum Rents (Details) $ in Thousands	Dec. 31, 2018 USD ($)
Leases [Abstract]
2019	$ 971,417
2020	928,102
2021	853,451
2022	751,972
2023	675,537
Thereafter	2,320,847
Total	$ 6,501,326

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Leases - Tenant Purchase Options (Details) $ in Thousands	Dec. 31, 2018 USD ($) property
Leases, Capital [Abstract]
2019 | $	$ 23,771
2020 | $	14,545
2021 | $	12,747
2022 | $	13,315
Thereafter | $	50,577
Total | $	$ 114,955
Number of Properties
2019 | property	10
2020 | property	4
2021 | property	6
2022 | property	3
Thereafter | property	34
Total number of properties (in properties) | property	57

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Leases - Operating Lease Expense (Details) $ in Thousands	Dec. 31, 2018 USD ($)
Leases [Abstract]
Renewal term, operating leases	99 years
2019	$ 5,597
2020	5,687
2021	5,776
2022	5,862
2023	5,983
Thereafter	466,130
Total	$ 495,035

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Loans Receivable - Schedule of Loans Receivable (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Loans receivable
Mezzanine	$ 21,013	$ 269,299
Loans receivable, other	42,037	188,418
Unamortized premiums (discounts), fees and costs	(52)	(596)
Allowance for loan losses	0	(143,795)
Loans receivable, net	62,998	313,326
Remaining commitments to fund development projects	115,000
Real Estate Secured
Loans receivable
Mezzanine	0	0
Loans receivable, other	42,037	188,418
Unamortized premiums (discounts), fees and costs	0	0
Allowance for loan losses	0	0
Loans receivable, net	42,037	188,418
Other Secured
Loans receivable
Mezzanine	21,013	269,299
Loans receivable, other	0	0
Unamortized premiums (discounts), fees and costs	(52)	(596)
Allowance for loan losses	0	(143,795)
Loans receivable, net	20,961	$ 124,908
UK
Loans receivable
Remaining commitments to fund development projects	$ 73,000

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Loans Receivable - Internal Ratings for Loans Receivable (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Financing Receivable, Recorded Investment [Line Items]
Loans receivable, net	$ 62,998	$ 313,326
Percentage of Loan Portfolio	100.00%
Performing Loans
Financing Receivable, Recorded Investment [Line Items]
Loans receivable, net	$ 62,998
Watch List Loans
Financing Receivable, Recorded Investment [Line Items]
Loans receivable, net	0
Workout DFLs
Financing Receivable, Recorded Investment [Line Items]
Loans receivable, net	0
Real Estate Secured
Financing Receivable, Recorded Investment [Line Items]
Loans receivable, net	$ 42,037	188,418
Percentage of Loan Portfolio	67.00%
Real Estate Secured | Performing Loans
Financing Receivable, Recorded Investment [Line Items]
Loans receivable, net	$ 42,037
Real Estate Secured | Watch List Loans
Financing Receivable, Recorded Investment [Line Items]
Loans receivable, net	0
Real Estate Secured | Workout DFLs
Financing Receivable, Recorded Investment [Line Items]
Loans receivable, net	0
Other Secured
Financing Receivable, Recorded Investment [Line Items]
Loans receivable, net	$ 20,961	$ 124,908
Percentage of Loan Portfolio	33.00%
Other Secured | Performing Loans
Financing Receivable, Recorded Investment [Line Items]
Loans receivable, net	$ 20,961
Other Secured | Watch List Loans
Financing Receivable, Recorded Investment [Line Items]
Loans receivable, net	0
Other Secured | Workout DFLs
Financing Receivable, Recorded Investment [Line Items]
Loans receivable, net	$ 0

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Loans Receivable - Loans Receivable Secured by Real Estate (Details) - Mortgage loan on real estate, Washington due 2022 $ in Thousands	12 Months Ended
	Dec. 31, 2018 USD ($) loan
Loans receivable
Number of Loans (in loans) | loan	1
Principal Amount	$ 42,037
Carrying Amount	$ 42,037
Fixed interest rate (as a percent)	6.50%
Percent of appreciation Company may participate in	0.20

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Loans Receivable - Narrative (Details) $ in Thousands, £ in Millions	1 Months Ended		12 Months Ended
	Mar. 31, 2017 USD ($)	Mar. 31, 2017 GBP (£)	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)
Loans receivable
Interest income			$ 10,406	$ 56,237	$ 88,808
Four Seasons
Loans receivable
Proceeds from sale of loan receivables	$ 35,000	£ 29.0
Amortized cost on HTM security, before OTTI | £		138.5
Proceeds from sale of HTM security	101,000	83.0
Real Estate Secured
Loans receivable
Interest income			$ 5,000
Discounted cash flows | Level 2 | Four Seasons
Loans receivable
Other-than-temporary impairment loss, before tax	$ 51,000	£ 42.0

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Loans Receivable - HC-One Facility (Details) - Jun. 30, 2017 £ in Millions, $ in Millions	USD ($)	GBP (£)
HC-One Facility
Loans receivable
Cash payments received from borrower	$ 367	£ 283

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Loans Receivable - Tandem Health Care Loan (Details) - USD ($) $ in Thousands		1 Months Ended	3 Months Ended			12 Months Ended
	Jul. 31, 2017	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	May 31, 2015
Loans receivable
Loans receivable, other			$ 188,418			$ 42,037	$ 188,418
Loans receivable, net			313,326			62,998	313,326
Tandem Health Care Loan
Loans receivable
Loans receivable, other			105,000				105,000		$ 257,000
Write down of loans receivable			$ 84,000	$ 3,000	$ 57,000	144,000
Loans receivable, net					$ 200,000
Repayment on loans and leases receivable	$ 197,000
Proceeds from deposit on loan	$ 8,000
Interest income related to loans						$ 0	23,000	$ 31,000
Cash payments received from borrower							$ 25,000	$ 30,000
Proceeds from Sale of Loans Receivable		$ 112,000
Impairment recovery		$ 3,000
Maximum | Tandem Health Care Loan
Loans receivable
Loans receivable, other									$ 257,000

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Loans Receivable - U.K. Bridge Loan (Details) $ in Thousands, £ in Millions	1 Months Ended	3 Months Ended		12 Months Ended
	Jun. 30, 2018 property	Mar. 31, 2018 USD ($) property	Mar. 31, 2018 GBP (£) property	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($) property	Dec. 31, 2016 GBP (£) property
Loans receivable
Loans receivable, net | $				$ 62,998	$ 313,326
Derecognition of U.K. Bridge Loan receivable | $				$ 147,474	$ 0	$ 0
MMCG
Loans receivable
Loss on consolidation		$ 41,000	£ 29
MMCG | Bridge Loan
Loans receivable
Loans receivable, net						$ 131,000	£ 105
Number of properties (in properties) | property						7	7
Period of call-option retained						3 years
Derecognition of U.K. Bridge Loan receivable | £			105
Loss on consolidation		$ 41,000	£ 29
Number of properties acquired (in properties) | property	7	7	7

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Investments in and Advances to Unconsolidated Joint Ventures - Schedule of Equity Method Investments (Details) $ in Thousands	Dec. 31, 2018 USD ($) joint_venture	Dec. 31, 2017 USD ($)	Jan. 31, 2017 USD ($)
Schedule of Equity Method Investments [Line Items]
Advances to unconsolidated joint ventures, net	$ 71	$ 226
Investments in and advances to unconsolidated joint ventures	$ 540,088	800,840
CCRC JV
Schedule of Equity Method Investments [Line Items]
Investment ownership percentage	49.00%
Equity method investments	$ 365,764	400,241
RIDEA II
Schedule of Equity Method Investments [Line Items]
Investment ownership percentage	40.00%		40.00%
Equity method investments	$ 0	259,651	$ 121,000
U.K. JV
Schedule of Equity Method Investments [Line Items]
Investment ownership percentage	49.00%
Equity method investments	$ 101,735	0
Life Science JVs
Schedule of Equity Method Investments [Line Items]
Equity method investments	$ 0	65,581
Life Science JVs | Minimum
Schedule of Equity Method Investments [Line Items]
Investment ownership percentage	50.00%
Life Science JVs | Maximum
Schedule of Equity Method Investments [Line Items]
Investment ownership percentage	63.00%
Torrey Pines Science Center
Schedule of Equity Method Investments [Line Items]
Investment ownership percentage	50.00%
Britannia Biotech Gateway, LP
Schedule of Equity Method Investments [Line Items]
Investment ownership percentage	55.00%
LASDK, LP
Schedule of Equity Method Investments [Line Items]
Investment ownership percentage	63.00%
MBK JV
Schedule of Equity Method Investments [Line Items]
Investment ownership percentage	50.00%
Equity method investments	$ 35,435	38,005
Unconsolidated development joint ventures
Schedule of Equity Method Investments [Line Items]
Equity method investments	$ 25,493	23,365
Number of unconsolidated joint ventures (in joint ventures) | joint_venture	4
Unconsolidated development joint ventures | Minimum
Schedule of Equity Method Investments [Line Items]
Investment ownership percentage	50.00%
Unconsolidated development joint ventures | Maximum
Schedule of Equity Method Investments [Line Items]
Investment ownership percentage	90.00%
Vintage Park Development JV
Schedule of Equity Method Investments [Line Items]
Investment ownership percentage	85.00%
Waldwick
Schedule of Equity Method Investments [Line Items]
Investment ownership percentage	85.00%
Otay Ranch
Schedule of Equity Method Investments [Line Items]
Investment ownership percentage	90.00%
MBK Development JV
Schedule of Equity Method Investments [Line Items]
Investment ownership percentage	50.00%
Medical Office JVs
Schedule of Equity Method Investments [Line Items]
Equity method investments	$ 10,160	12,488
Number of unconsolidated joint ventures (in joint ventures) | joint_venture	3
Medical Office JVs | Minimum
Schedule of Equity Method Investments [Line Items]
Investment ownership percentage	20.00%
Medical Office JVs | Maximum
Schedule of Equity Method Investments [Line Items]
Investment ownership percentage	67.00%
HCP Ventures IV, LLC
Schedule of Equity Method Investments [Line Items]
Investment ownership percentage	20.00%
H C P Ventures III, LLC
Schedule of Equity Method Investments [Line Items]
Investment ownership percentage	30.00%
Suburban Properties, LLC
Schedule of Equity Method Investments [Line Items]
Investment ownership percentage	67.00%
K&Y JVs
Schedule of Equity Method Investments [Line Items]
Investment ownership percentage	80.00%
Equity method investments	$ 1,430	$ 1,283
Number of unconsolidated joint ventures (in joint ventures) | joint_venture	3

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Investments in and Advances to Unconsolidated Joint Ventures - Balance Sheet Disclosures (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Schedule of Equity Method Investments [Line Items]
Real estate, net	$ 10,209,450	$ 10,731,878
Other assets, net	591,017	578,033
Total assets	12,718,553	14,088,461	$ 15,759,265
Mortgage and other debt	5,477,123
Accounts payable and accrued liabilities	391,583	401,738
Partners' capital	6,512,591	5,594,938	$ 5,941,308	$ 9,746,317
Total liabilities and equity	12,718,553	14,088,461
Unconsolidated Joint Ventures
Schedule of Equity Method Investments [Line Items]
Real estate, net	2,128,147	2,104,090
Other assets, net	479,935	928,790
Total assets	2,608,082	3,032,880
Mortgage and other debt	827,622	900,911
Accounts payable and accrued liabilities	655,177	561,523
Total liabilities and equity	2,608,082	3,032,880
HCP Inc | Unconsolidated Joint Ventures
Schedule of Equity Method Investments [Line Items]
Partners' capital	609,492	915,135
Other partners | Unconsolidated Joint Ventures
Schedule of Equity Method Investments [Line Items]
Partners' capital	$ 515,791	$ 655,311

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Investments in and Advances to Unconsolidated Joint Ventures - Income Statement Disclosures (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Schedule of Equity Method Investments [Line Items]
Total revenues	$ 441,919	$ 456,022	$ 469,551	$ 479,197	$ 443,259	$ 454,023	$ 458,928	$ 492,168	$ 1,846,689	$ 1,848,378	$ 2,129,294
Operating expenses									(705,038)	(666,251)	(738,399)
Income (loss) from discontinued operations									0	0	265,755
Net income (loss)	834,383	$ 102,926	$ 92,928	$ 43,237	(57,924)	$ (5,720)	$ 22,101	$ 464,177	1,073,474	422,634	639,926
Distributions received by HCP									22,467	44,142	26,492
Unconsolidated Joint Ventures
Schedule of Equity Method Investments [Line Items]
Total revenues									642,724	810,216	424,134
Operating expenses									(492,784)	(643,452)	(344,553)
Income (loss) from discontinued operations									0	0	8,810
Net income (loss)									(43,704)	(42,408)	43,015
Fees earned by HCP									125	133	299
Distributions received by HCP									48,939	81,165	54,858
Aggregate unamortized basis difference	$ (69,000)				$ (115,000)				(69,000)	(115,000)
HCP Inc | Unconsolidated Joint Ventures
Schedule of Equity Method Investments [Line Items]
Net income (loss)									$ (2,594)	$ 10,901	$ 11,360

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Intangibles - Schedule of Intangibles Lease Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Intangibles
Gross intangible lease assets	$ 556,114	$ 795,305
Accumulated depreciation and amortization	(251,035)	(385,223)
Net intangible lease assets	$ 305,079	$ 410,082

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Intangibles - Schedule of Intangible Lease Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Intangibles [Abstract]
Gross intangible lease liabilities	$ 94,444	$ 126,212
Accumulated depreciation and amortization	(39,781)	(73,633)
Net intangible lease liabilities	$ 54,663	$ 52,579

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Intangibles - Amortization of Deferred Leasing Costs and Acquisition Related Intangibles (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Intangibles
Depreciation and amortization expense related to amortization of lease-up intangibles	$ 67,350	$ 76,732	$ 84,487
Rental and related revenues related to amortization of net below market lease liabilities	5,253	2,030	3,877
Operating expense related to amortization of net below market ground lease intangibles	$ 636	$ 740	$ 664

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Intangibles - Estimated Aggregate Amortization of Intangible Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Estimated aggregate amortization of Intangible Assets
Net intangible lease assets	$ 305,079	$ 410,082
Rental and Related Revenues
Estimated aggregate amortization of Intangible Assets
2019	4,399
2020	3,670
2021	3,587
2022	4,331
2023	4,269
Thereafter	16,521
Net intangible lease assets	36,777
Operating Expense
Estimated aggregate amortization of Intangible Assets
2019	505
2020	621
2021	738
2022	738
2023	738
Thereafter	29,901
Net intangible lease assets	33,241
Depreciation and Amortization
Estimated aggregate amortization of Intangible Assets
2019	50,762
2020	39,433
2021	32,214
2022	26,438
2023	24,293
Thereafter	80,812
Net intangible lease assets	$ 253,952

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Debt - Bank Line of Credit and Term Loans (Details) £ in Millions					1 Months Ended			12 Months Ended
	Jul. 03, 2018 USD ($)	Jul. 03, 2018 GBP (£)	Oct. 19, 2017 renewal_option	Jun. 30, 2017 GBP (£)	Nov. 30, 2018 USD ($)	Mar. 31, 2017 GBP (£)	Jan. 31, 2015	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)	Dec. 31, 2018 GBP (£)
Debt Instrument [Line Items]
Bank line of credit								$ 80,103,000	$ 1,017,076,000
Long-term debt								0	228,288,000
Proceeds from bank debt								223,587,000	$ 5,395,000	$ 0
Bank Line of Credit
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity								$ 2,000,000,000.0
Number of extensions (in renewal options) | renewal_option			2
Length of debt instrument extension period			6 months
Loan, basis spread on variable rate								0.875%
Debt instrument, facility fee (as a percent)								0.15%
Line of credit facility additional aggregate amount, maximum								$ 750,000,000
Bank line of credit								80,000,000
Line of credit | £											£ 55
Line of credit								$ 70,000,000
Weighted-average interest rate (as a percent)								2.12%			2.12%
2012 Term Loan
Debt Instrument [Line Items]
Repayments of debt | £						£ 137
2015 Term Loan
Debt Instrument [Line Items]
Repayments of debt		£ 169		£ 51	$ 224,000,000
Proceeds from bank debt	$ 224,000,000
Term of facility							4 years
Term of contract							3 years
2015 Term Loan | GBP LIBOR
Debt Instrument [Line Items]
Loan, basis spread on variable rate				1.15%
Line of Credit and Term Loan
Debt Instrument [Line Items]
Debt instrument, covenant debt to assets (as a percent)								60.00%			60.00%
Debt instrument, covenant secured debt to assets (as a percent)								30.00%			30.00%
Debt instrument, covenant unsecured debt to unencumbered assets (as a percent)								60.00%			60.00%
Debt instrument, covenant minimum fixed charge coverage ratio								1.5			1.5
Debt instrument, covenant net worth								$ 6,500,000,000

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Debt - Senior Unsecured Notes (Details) - USD ($)	3 Months Ended							12 Months Ended
	Dec. 31, 2018	Sep. 30, 2018	Sep. 30, 2017	Jun. 30, 2017	Dec. 31, 2016	Sep. 30, 2016	Mar. 31, 2016	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Debt Instrument [Line Items]
Long-term debt, gross	$ 5,513,437,000							$ 5,513,437,000
Loss on extinguishment of debt								44,162,000	$ 54,227,000	$ 46,020,000
Senior unsecured notes	5,258,550,000							$ 5,258,550,000	6,396,451,000
Senior Unsecured Debt 5.375%
Debt Instrument [Line Items]
Repayment of senior unsecured notes		$ 700,000,000	$ 500,000,000
Interest rate (as a percent)		5.375%	5.375%
Loss on extinguishment of debt		$ 44,000,000
Senior Unsecured Debt 3.75 %
Debt Instrument [Line Items]
Repayment of senior unsecured notes	$ 450,000,000						$ 500,000,000
Interest rate (as a percent)	3.75%						3.75%	3.75%
Senior Unsecured Debt 5.625%
Debt Instrument [Line Items]
Repayment of senior unsecured notes				$ 250,000,000
Interest rate (as a percent)				5.625%
Loss on extinguishment of debt			$ 54,000,000
Senior Unsecured Debt 6.300%
Debt Instrument [Line Items]
Repayment of senior unsecured notes						$ 400,000,000
Interest rate (as a percent)						6.30%
Senior Unsecured Debt 6.000%
Debt Instrument [Line Items]
Repayment of senior unsecured notes					$ 500,000,000
Interest rate (as a percent)					6.00%					6.00%
Loss on extinguishment of debt					$ 46,000,000
Senior Unsecured Debt 6.700%
Debt Instrument [Line Items]
Repayment of senior unsecured notes					$ 600,000,000
Interest rate (as a percent)					6.70%					6.70%
Unsecured Debt
Debt Instrument [Line Items]
Long-term debt, gross	$ 5,300,000,000							$ 5,300,000,000
Interest rate (as a percent)
Senior unsecured notes	$ 0				$ 0			$ 0	$ 0	$ 0

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Debt - Mortgage Debt (Details) $ in Thousands, £ in Millions			1 Months Ended
	Jul. 03, 2018 GBP (£)	Jun. 30, 2017 GBP (£)	Nov. 30, 2018 USD ($)	Mar. 31, 2017 USD ($)	Dec. 31, 2018 USD ($) facility
Debt Instrument [Line Items]
Long-term debt, gross					$ 5,513,437
2015 Term Loan
Debt Instrument [Line Items]
Repayments of debt	£ 169	£ 51	$ 224,000
Mortgage debt
Debt Instrument [Line Items]
Long-term debt, gross					$ 133,334
Number of healthcare facilities used to secure debt (in facilities) | facility					15
Debt instrument, collateral, healthcare facilities carrying value					$ 278,000
Repayments of debt				$ 472,000

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Debt - Schedule of Debt Maturities (Details) $ in Thousands, £ in Millions	12 Months Ended
	Dec. 31, 2018 USD ($)	Dec. 31, 2018 GBP (£)	Dec. 31, 2017 USD ($)
Debt Instrument [Line Items]
Long-term debt, gross	$ 5,513,437
(Discounts), premiums and debt costs, net	(36,314)
Long-term debt	5,477,123
Other debt	90,785		$ 94,165
Debt maturing in 2019
Debt Instrument [Line Items]
2019	3,561
Debt maturing in 2020
Debt Instrument [Line Items]
2020	803,609
Debt maturing in 2021
Debt Instrument [Line Items]
2021	91,060
Debt maturing in 2022
Debt Instrument [Line Items]
2022	902,691
Debt maturing in 2023
Debt Instrument [Line Items]
2023	802,811
Thereafter
Debt Instrument [Line Items]
Thereafter	2,909,705
Bank Line of Credit
Debt Instrument [Line Items]
Long-term debt, gross	80,103
(Discounts), premiums and debt costs, net	0
Long-term debt	$ 80,103
Line of credit | £		£ 55
Weighted-average interest rate (as a percent)	2.12%	2.12%
Bank Line of Credit | Debt maturing in 2019
Debt Instrument [Line Items]
2019	$ 0
Bank Line of Credit | Debt maturing in 2020
Debt Instrument [Line Items]
2020	0
Bank Line of Credit | Debt maturing in 2021
Debt Instrument [Line Items]
2021	80,103
Bank Line of Credit | Debt maturing in 2022
Debt Instrument [Line Items]
2022	0
Bank Line of Credit | Debt maturing in 2023
Debt Instrument [Line Items]
2023	0
Bank Line of Credit | Thereafter
Debt Instrument [Line Items]
Thereafter	$ 0
Unsecured Debt
Debt Instrument [Line Items]
Interest rate (as a percent)
Long-term debt, gross	$ 5,300,000
(Discounts), premiums and debt costs, net	(41,450)
Long-term debt	$ 5,258,550
Weighted-average interest rate (as a percent)	4.03%	4.03%
Weighted-average maturity	6 years
Unsecured Debt | Minimum
Debt Instrument [Line Items]
Interest rate (as a percent)	2.79%	2.79%
Unsecured Debt | Maximum
Debt Instrument [Line Items]
Interest rate (as a percent)	6.87%	6.87%
Unsecured Debt | Debt maturing in 2019
Debt Instrument [Line Items]
Interest rate (as a percent)	0.00%	0.00%
2019	$ 0
Unsecured Debt | Debt maturing in 2020
Debt Instrument [Line Items]
Interest rate (as a percent)	2.79%	2.79%
2020	$ 800,000
Unsecured Debt | Debt maturing in 2021
Debt Instrument [Line Items]
Interest rate (as a percent)	0.00%	0.00%
2021	$ 0
Unsecured Debt | Debt maturing in 2022
Debt Instrument [Line Items]
Interest rate (as a percent)	3.93%	3.93%
2022	$ 900,000
Unsecured Debt | Debt maturing in 2023
Debt Instrument [Line Items]
Interest rate (as a percent)	4.39%	4.39%
2023	$ 800,000
Unsecured Debt | Thereafter
Debt Instrument [Line Items]
Interest rate (as a percent)	4.34%	4.34%
Thereafter	$ 2,800,000
Mortgage debt
Debt Instrument [Line Items]
Interest rate (as a percent)
Long-term debt, gross	$ 133,334
(Discounts), premiums and debt costs, net	5,136
Long-term debt	$ 138,470
Weighted-average interest rate (as a percent)	4.20%	4.20%
Weighted-average maturity	19 years
Mortgage debt | Minimum
Debt Instrument [Line Items]
Interest rate (as a percent)	2.80%	2.80%
Mortgage debt | Maximum
Debt Instrument [Line Items]
Interest rate (as a percent)	5.91%	5.91%
Mortgage debt | Debt maturing in 2019
Debt Instrument [Line Items]
Interest rate (as a percent)	0.00%	0.00%
2019	$ 3,561
Mortgage debt | Debt maturing in 2020
Debt Instrument [Line Items]
Interest rate (as a percent)	5.08%	5.08%
2020	$ 3,609
Mortgage debt | Debt maturing in 2021
Debt Instrument [Line Items]
Interest rate (as a percent)	5.26%	5.26%
2021	$ 10,957
Mortgage debt | Debt maturing in 2022
Debt Instrument [Line Items]
Interest rate (as a percent)	0.00%	0.00%
2022	$ 2,691
Mortgage debt | Debt maturing in 2023
Debt Instrument [Line Items]
Interest rate (as a percent)	0.00%	0.00%
2023	$ 2,811
Mortgage debt | Thereafter
Debt Instrument [Line Items]
Interest rate (as a percent)	4.10%	4.10%
Thereafter	$ 109,705
Life Care Bonds and Demand Notes
Debt Instrument [Line Items]
Other debt	91,000
Life Care Bonds
Debt Instrument [Line Items]
Other debt	$ 58,000
On-Demand Note
Debt Instrument [Line Items]
Interest rate (as a percent)	3.60%	3.60%
Other debt	$ 33,000

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Commitments and Contingencies - Legal Proceedings (Details)	Dec. 31, 2018 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Litigation loss contingency accrued	$ 0

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Commitments and Contingencies - Schedule of Contractual Obligation (Details) $ in Thousands	Dec. 31, 2018 USD ($)
Other Commitments [Line Items]
Total	$ 372,356
2019	341,990
2020-2021	30,366
2022-2023	0
More than Five Years	0
Construction loan commitments
Other Commitments [Line Items]
Total	72,654
2019	68,365
2020-2021	4,289
2022-2023	0
More than Five Years	0
Development commitments
Other Commitments [Line Items]
Total	299,702
2019	273,625
2020-2021	26,077
2022-2023	0
More than Five Years	$ 0

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Commitments and Contingencies - DownREIT LLCs (Details)	Dec. 31, 2018 property
Indemnification Agreement
Loss Contingencies [Line Items]
Number of properties may be contributed in the agreement	35

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Commitments and Contingencies - Credit Enhancement Guarantee (Details) $ in Millions	Dec. 31, 2018 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Third party debt collateralized by facilities, debt amount	$ 74
Third party debt collateralized by facilities, asset carrying amount	$ 351

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Equity - Common Stock Narrative (Details) - USD ($) $ / shares in Units, $ in Millions			1 Months Ended		12 Months Ended
	Jan. 31, 2019	Dec. 31, 2018	Dec. 31, 2018	May 31, 2018	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Subsequent Event [Line Items]
Dividends declared per common share (in dollars per share)					$ 1.48	$ 1.480	$ 2.095
Maximum shares issuable under forward equity sales agreement (in shares)			15,250,000.00
Initial net price (in dollars per share)			$ 28.60
Management agreement renewal term (in years)			1 year
Subsequent Event
Subsequent Event [Line Items]
Dividends declared per common share (in dollars per share)	$ 0.37
At-The-Market Program
Subsequent Event [Line Items]
Maximum sales under equity offering program		$ 594		$ 750
Common stock issued (in shares)					5,400,000
Net price per share (in dollars per share)		$ 28.27	$ 28.27		$ 28.27
Proceeds from issuance of common stock					$ 154
Forward Equity Offering
Subsequent Event [Line Items]
Common stock issued (in shares)					0
Common Stock
Subsequent Event [Line Items]
Common stock issued (in shares)			2,000,000
Net price per share (in dollars per share)		$ 28.60	$ 28.60		$ 28.60
Proceeds from issuance of common stock			$ 57

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Equity - Schedule of Other Common Stock Activities (Details) - Common Stock - shares shares in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Class of Stock [Line Items]
Dividend Reinvestment and Stock Purchase Plan (in shares)	237	983	2,021
Conversion of DownREIT units (in shares)	3	78	145
Exercise of stock options (in shares)	120	32	133
Vesting of restricted stock units (in shares)	401	419	529
Repurchase of common stock (in shares)	141	157	237

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Equity - Schedule of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Equity [Abstract]
Cumulative foreign currency translation adjustment	$ (1,683)	$ (6,955)
Unrealized gains (losses) on derivatives, net	(467)	(13,950)
Supplemental Executive Retirement plan minimum liability and other	(2,558)	(3,119)
Total accumulated other comprehensive loss	$ (4,708)	$ (24,024)

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Equity - Noncontrolling Interests Narrative (Details) $ in Thousands, shares in Millions	12 Months Ended
	Dec. 31, 2018 USD ($) entity shares	Dec. 31, 2017 USD ($)
Noncontrolling Interest [Line Items]
Non-managing member unitholders	$ 176,751	$ 176,888
Noncontrolling Interests
Noncontrolling Interest [Line Items]
Non-managing members DownREIT units outstanding (in shares) | shares	4
Conversion of DownREIT units (in shares) | shares	7
Number of DownREIT LLCs (in entities) | entity	5
Non-managing member unitholders	$ 177,000
DownREIT unit, fair value	$ 185,000

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Segment Disclosures - Narrative (Details)	12 Months Ended
	Dec. 31, 2018 USD ($) facility	Dec. 31, 2017 USD ($) facility	Dec. 31, 2016 USD ($) facility
Segment Reporting Information [Line Items]
Impairment related to goodwill		$ 0	$ 0
Goodwill	$ 47,000,000	$ 47,000,000
Senior housing triple-net
Segment Reporting Information [Line Items]
Number of SH NNN facilities transitioned to RIDEA structure (in facilities) | facility	22	25	17
Operating segment | Senior housing triple-net
Segment Reporting Information [Line Items]
Goodwill	$ 21,000,000	$ 21,000,000
Operating segment | SHOP
Segment Reporting Information [Line Items]
Goodwill	9,000,000	9,000,000
Operating segment | Medical office
Segment Reporting Information [Line Items]
Goodwill	11,000,000	11,000,000
Operating segment | Other non-reportable segments
Segment Reporting Information [Line Items]
Goodwill	$ 6,000,000	$ 6,000,000

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Segment Disclosures - Summary Information for the Reportable Segments (Details) - USD ($) $ in Thousands	1 Months Ended		3 Months Ended								12 Months Ended
	Mar. 31, 2017	Jan. 31, 2017	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Segment reporting information, revenues
Rental estate revenues											$ 1,836,283	$ 1,792,141	$ 2,040,486
Operating expenses											(705,038)	(666,251)	(738,399)
NOI											1,131,245	1,125,890	1,302,087
Adjustments to NOI											(11,904)	38,410	(19,764)
Adjusted NOI											1,119,341	1,164,300	1,282,323
Addback adjustments											11,904	(38,410)	19,764
Interest income											10,406	56,237	88,808
Interest expense											(266,343)	(307,716)	(464,403)
Depreciation and amortization											(549,499)	(534,726)	(568,108)
General and administrative											(96,702)	(88,772)	(103,611)
Transaction costs											(10,772)	(7,963)	(9,821)
Recoveries (impairments), net											(55,260)	(166,384)	0
Gain (loss) on sales of real estate, net				$ 95,000	$ 25,000						925,985	356,641	164,698
Loss on debt extinguishment											(44,162)	(54,227)	(46,020)
Other income (expense), net											13,316	31,420	3,654
Income tax benefit (expense)											17,854	1,333	(4,473)
Equity income (loss) from unconsolidated joint ventures											(2,594)	10,901	11,360
Discontinued operations											0	0	265,755
Net income (loss)			$ 834,383	$ 102,926	$ 92,928	$ 43,237	$ (57,924)	$ (5,720)	$ 22,101	$ 464,177	1,073,474	422,634	639,926
Corporate Non-segment
Segment reporting information, revenues
Rental estate revenues											0	0	0
Operating expenses											0	0	0
NOI											0	0	0
Adjustments to NOI											0	0	0
Adjusted NOI											0	0	0
Addback adjustments											0	0	0
Interest income											0	0	0
Interest expense											(258,955)	(292,169)	(407,754)
Depreciation and amortization											0	0	0
General and administrative											(96,702)	(88,772)	(103,611)
Transaction costs											(10,772)	(7,963)	(9,821)
Recoveries (impairments), net											0	0
Gain (loss) on sales of real estate, net											0	0	0
Loss on debt extinguishment											(44,162)	(54,227)	(46,020)
Other income (expense), net											3,711	(19,475)	3,654
Income tax benefit (expense)											17,854	1,333	(4,473)
Equity income (loss) from unconsolidated joint ventures											0	0	0
Discontinued operations													265,755
Net income (loss)											(389,026)	(461,273)	(302,270)
Senior housing triple-net
Segment reporting information, revenues
Recoveries (impairments), net												(23,000)
Gain (loss) on sales of real estate, net	$ 170,000
Senior housing triple-net | Operating segment
Segment reporting information, revenues
Rental estate revenues											276,091	313,547	423,118
Operating expenses											(3,618)	(3,819)	(6,710)
NOI											272,473	309,728	416,408
Adjustments to NOI											2,127	17,098	(7,566)
Adjusted NOI											274,600	326,826	408,842
Addback adjustments											(2,127)	(17,098)	7,566
Interest income											0	0	0
Interest expense											(2,404)	(2,518)	(9,499)
Depreciation and amortization											(79,605)	(103,820)	(136,146)
General and administrative											0	0	0
Transaction costs											0	0	0
Recoveries (impairments), net											0	(22,590)
Gain (loss) on sales of real estate, net											641	280,349	48,744
Loss on debt extinguishment											0	0	0
Other income (expense), net											0	0	0
Income tax benefit (expense)											0	0	0
Equity income (loss) from unconsolidated joint ventures											0	0	0
Discontinued operations													0
Net income (loss)											191,105	461,149	319,507
SHOP
Segment reporting information, revenues
Recoveries (impairments), net			$ (33,000)								(52,000)
Gain (loss) on sales of real estate, net						$ 21,000
SHOP | Operating segment
Segment reporting information, revenues
Rental estate revenues											547,976	525,473	686,822
Operating expenses											(414,312)	(396,491)	(480,870)
NOI											133,664	128,982	205,952
Adjustments to NOI											2,875	33,227	(2,686)
Adjusted NOI											136,539	162,209	203,266
Addback adjustments											(2,875)	(33,227)	2,686
Interest income											0	0	0
Interest expense											(2,725)	(7,920)	(29,745)
Depreciation and amortization											(104,405)	(103,162)	(108,806)
General and administrative											0	0	0
Transaction costs											0	0	0
Recoveries (impairments), net											(44,343)	0
Gain (loss) on sales of real estate, net											93,977	17,485	675
Loss on debt extinguishment											0	0	0
Other income (expense), net											0	0	0
Income tax benefit (expense)											0	0	0
Equity income (loss) from unconsolidated joint ventures											0	0	0
Discontinued operations													0
Net income (loss)											76,168	35,385	68,076
Life science
Segment reporting information, revenues
Gain (loss) on sales of real estate, net		$ 45,000
Life science | Operating segment
Segment reporting information, revenues
Rental estate revenues											395,064	358,816	358,537
Operating expenses											(91,742)	(78,001)	(72,478)
NOI											303,322	280,815	286,059
Adjustments to NOI											(9,589)	(4,517)	(2,954)
Adjusted NOI											293,733	276,298	283,105
Addback adjustments											9,589	4,517	2,954
Interest income											0	0	0
Interest expense											(316)	(373)	(2,357)
Depreciation and amortization											(140,480)	(128,864)	(130,829)
General and administrative											0	0	0
Transaction costs											0	0	0
Recoveries (impairments), net											(7,639)	0
Gain (loss) on sales of real estate, net											806,184	45,916	49,042
Loss on debt extinguishment											0	0	0
Other income (expense), net											0	0	0
Income tax benefit (expense)											0	0	0
Equity income (loss) from unconsolidated joint ventures											0	0	0
Discontinued operations													0
Net income (loss)											961,071	197,494	201,915
Medical office
Segment reporting information, revenues
Gain (loss) on sales of real estate, net												41,000
Medical office | Operating segment
Segment reporting information, revenues
Rental estate revenues											509,019	477,459	446,280
Operating expenses											(189,859)	(183,197)	(173,687)
NOI											319,160	294,262	272,593
Adjustments to NOI											(2,899)	(2,952)	(3,536)
Adjusted NOI											316,261	291,310	269,057
Addback adjustments											2,899	2,952	3,536
Interest income											0	0	0
Interest expense											(474)	(506)	(5,895)
Depreciation and amortization											(193,710)	(169,795)	(161,790)
General and administrative											0	0	0
Transaction costs											0	0	0
Recoveries (impairments), net											0	0
Gain (loss) on sales of real estate, net											4,428	9,095	8,333
Loss on debt extinguishment											0	0	0
Other income (expense), net											0	0	0
Income tax benefit (expense)											0	0	0
Equity income (loss) from unconsolidated joint ventures											0	0	0
Discontinued operations													0
Net income (loss)											129,404	133,056	113,241
Other non-reportable segments | Operating segment
Segment reporting information, revenues
Rental estate revenues											108,133	116,846	125,729
Operating expenses											(5,507)	(4,743)	(4,654)
NOI											102,626	112,103	121,075
Adjustments to NOI											(4,418)	(4,446)	(3,022)
Adjusted NOI											98,208	107,657	118,053
Addback adjustments											4,418	4,446	3,022
Interest income											10,406	56,237	88,808
Interest expense											(1,469)	(4,230)	(9,153)
Depreciation and amortization											(31,299)	(29,085)	(30,537)
General and administrative											0	0	0
Transaction costs											0	0	0
Recoveries (impairments), net											(3,278)	(143,794)
Gain (loss) on sales of real estate, net											20,755	3,796	57,904
Loss on debt extinguishment											0	0	0
Other income (expense), net											9,605	50,895	0
Income tax benefit (expense)											0	0	0
Equity income (loss) from unconsolidated joint ventures											(2,594)	10,901	11,360
Discontinued operations													0
Net income (loss)											$ 104,752	$ 56,823	$ 239,457

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Segment Disclosures - Revenues and Assets by Segment (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Segment Disclosure
Total revenues	$ 441,919	$ 456,022	$ 469,551	$ 479,197	$ 443,259	$ 454,023	$ 458,928	$ 492,168	$ 1,846,689	$ 1,848,378	$ 2,129,294
Total assets	12,718,553				14,088,461				12,718,553	14,088,461	15,759,265
Assets held for sale and discontinued operations, net	108,086				417,014				108,086	417,014	927,866
Operating segment
Segment Disclosure
Gross assets	13,797,386				14,051,070				13,797,386	14,051,070	14,692,941
Accumulated depreciation and amortization	(2,915,592)				(2,919,278)				(2,915,592)	(2,919,278)	(2,900,060)
Total assets	10,881,794				11,131,792				10,881,794	11,131,792	11,792,881
Operating segment | Senior housing triple-net
Segment Disclosure
Total revenues									276,091	313,547	423,118
Gross assets	2,965,679				3,515,400				2,965,679	3,515,400	3,871,720
Operating segment | SHOP
Segment Disclosure
Total revenues									547,976	525,473	686,822
Gross assets	2,173,795				2,392,130				2,173,795	2,392,130	3,135,115
Operating segment | Life science
Segment Disclosure
Total revenues									395,064	358,816	358,537
Gross assets	4,303,471				4,154,372				4,303,471	4,154,372	3,961,623
Operating segment | Medical office
Segment Disclosure
Total revenues									509,019	477,459	446,280
Gross assets	4,354,441				3,989,168				4,354,441	3,989,168	3,724,483
Operating segment | Other non-reportable segments
Segment Disclosure
Total revenues									118,539	173,083	214,537
Total assets	1,015,854				1,904,433				1,015,854	1,904,433	2,255,712
Other non-segment
Segment Disclosure
Total assets	$ 712,819				$ 635,222				$ 712,819	$ 635,222	$ 782,806

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Compensation Plans - Stock Based Compensation (Details) $ in Millions	12 Months Ended
	Dec. 31, 2018 USD ($) participant shares	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)	May 01, 2014 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense recognized | $	$ 15	$ 14	$ 23
Deferred compensation cost | $	$ 26
Total unrecognized compensation cost, period of recognition	2 years
Number of impacted participants on spin off (in participants) | participant	133
Former Chairman, Chief Executive Officer and President
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense recognized | $	$ 2	$ 1	$ 7
2006 Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum number of shares available for future awards (in shares)				0
2014 Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum number of shares available for future awards (in shares)	29,000,000
Maximum number of shares reserved for awards (in shares)				33,000,000
Maximum number of shares available for future awards to be issued as restricted stock and performance restricted stock unit (in shares)	19,000,000

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Compensation Plans - Stock Options (Details) - USD ($) shares in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of stock options shares exercisable (in shares)	0.8	1.1
Common Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of stock options shares outstanding (in shares)	0.8	1.1
Proceeds received from options exercised	$ 2	$ 1	$ 4

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Compensation Plans - Restricted Stock Awards Narrative (Details) - USD ($) shares in Thousands, $ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Restricted Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based awards, vesting period	3 years
Restricted Shares | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based awards, vesting period	3 years
Percentage of performance metrics during performance period	0.00%
Restricted Shares | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based awards, vesting period	6 years
Percentage of performance metrics during performance period	200.00%
Restricted Stock and Performance Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares withheld to offset tax withholding obligations (in shares)	141	157	237
Weighted-average remaining vesting period of restricted stock and restricted stock units	2 years
Total fair values (at vesting) of restricted stock and restricted stock units vested	$ 10	$ 15	$ 24

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Compensation Plans - Schedule of Restricted Stock and RSUs Activity (Details) - Restricted Stock Units shares in Thousands	12 Months Ended
	Dec. 31, 2018 $ / shares shares
Unvested restricted stock and performance restricted stock units activity
Unvested at the beginning of the period (in shares) | shares	1,139
Granted (in shares) | shares	1,097
Vested (in shares) | shares	(401)
Forfeited (in shares) | shares	(137)
Unvested at the end of the period (in shares) | shares	1,698
Weighted Average Grant Date Fair Value
Unvested at the beginning of the period, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares	$ 33.41
Granted, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares	22.95
Vested, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares	32.42
Forfeited, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares	30.34
Unvested at the end of the period, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares	$ 27.13

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Impairments (Details) $ in Thousands	3 Months Ended	12 Months Ended
	Dec. 31, 2018 USD ($) property	Dec. 31, 2018 USD ($) property	Dec. 31, 2017 USD ($) property	Dec. 31, 2016 USD ($) property
Impaired Long-Lived Assets Held and Used [Line Items]
Impairments (recoveries), net		$ 55,260	$ 166,384	$ 0
Casualty-Related
Casualty-related loss			13,000
Property damage loss in a casualty			8,000
Other associated costs with casualty loss			5,000
Deferred tax benefit related to casualty loss			$ 1,000
SHOP
Impaired Long-Lived Assets Held and Used [Line Items]
Number of real estate properties impaired (in properties) | property	4	17
Impairments (recoveries), net	$ 33,000	$ 52,000
SHOP | Underperformed assets
Impaired Long-Lived Assets Held and Used [Line Items]
Number of real estate properties impaired (in properties) | property		3
Senior housing triple-net
Impaired Long-Lived Assets Held and Used [Line Items]
Number of real estate properties impaired (in properties) | property			11
Number of properties classified as held for sale (in properties) | property			64	64
Impairments (recoveries), net			$ 23,000
Other nonoperating income (expense)
Casualty-Related
Casualty-related loss			12,000
Equity income (loss) from unconsolidated joint ventures
Casualty-Related
Casualty-related loss			$ 1,000
Held-for-sale | Life science
Impaired Long-Lived Assets Held and Used [Line Items]
Number of properties classified as held for sale (in properties) | property			4
Held-for-sale | SHOP
Impaired Long-Lived Assets Held and Used [Line Items]
Number of properties classified as held for sale (in properties) | property	9	9	6
Held-for-sale | Senior housing triple-net
Impaired Long-Lived Assets Held and Used [Line Items]
Number of properties classified as held for sale (in properties) | property			2
Land | Held-for-sale | Life science
Impaired Long-Lived Assets Held and Used [Line Items]
Number of properties classified as held for sale (in properties) | property	1	1

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Income Taxes - Schedule of Common Stock Distribution (Details) - $ / shares	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Oct. 31, 2016
Dividends Payable [Line Items]
Qualified dividend income for purposes of Code Section 1(h)(11)	$ 0.0164
Qualified business income for purpose of Code Section 199A	0.9414
Common dividends, per share (in dollars per share)	1.48	$ 1.480	$ 2.095
Dividends, amount per share	1.48	1.48	8.265
Spinoff | Spinoff
Dividends Payable [Line Items]
Dividends, amount per share			6.17
Ordinary dividends
Dividends Payable [Line Items]
Dividends, amount per share	0.9578	1.48	1.5561
Capital gains
Dividends Payable [Line Items]
Dividends, amount per share	0.5222	0	0
Nondividend distributions
Dividends Payable [Line Items]
Dividends, amount per share	$ 0	$ 0	$ 6.7089
Nondividend distributions | Spinoff
Dividends Payable [Line Items]
Dividends, amount per share				$ 6.17

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Income Taxes - Narrative (Details)			3 Months Ended								12 Months Ended
	Oct. 31, 2018	Oct. 31, 2016 $ / shares	Dec. 31, 2018 USD ($) $ / shares	Sep. 30, 2018 USD ($)	Jun. 30, 2018 USD ($)	Mar. 31, 2018 USD ($)	Dec. 31, 2017 USD ($) $ / shares	Sep. 30, 2017 USD ($)	Jun. 30, 2017 USD ($)	Mar. 31, 2017 USD ($)	Dec. 31, 2018 USD ($) $ / shares	Dec. 31, 2017 USD ($) $ / shares	Dec. 31, 2016 USD ($) $ / shares
Operating Loss Carryforwards [Line Items]
Stock distribution ratio	5	5
Common stock dividend paid in lieu of fractional shares (in dollars per share) | $ / shares			$ 1.48				$ 1.48				$ 1.48	$ 1.48	$ 8.265
Income (loss) before income taxes			$ (833,600,000)	$ (98,908,000)	$ (88,375,000)	$ (37,331,000)	$ 50,957,000	$ 12,263,000	$ (18,874,000)	$ (454,746,000)	$ (1,058,214,000)	$ (410,400,000)	$ (367,284,000)
Tax expense recorded from Tax Cuts and Jobs Act							17,000,000
Income tax expense from discontinued operations											0	0	48,181,000
Net operating loss carryforward			20,559,000				10,720,000				20,559,000	10,720,000	8,784,000
Amount that tax basis of net assets is less than reported amounts			1,400,000,000				$ 1,700,000,000				1,400,000,000	1,700,000,000	2,000,000,000
UK
Operating Loss Carryforwards [Line Items]
Income (loss) before income taxes											11,000,000	4,000,000	4,000,000
QCP
Operating Loss Carryforwards [Line Items]
Share price (in dollars per share) | $ / shares		$ 30.85
TRS
Operating Loss Carryforwards [Line Items]
Income (loss) before income taxes											59,000,000	$ 58,000,000	$ 9,000,000
Net operating loss carryforward			80,000,000								80,000,000
Net operating loss carryforwards subject to expiration			44,000,000								44,000,000
Net operating loss carryforwards not subject to expiration			$ 36,000,000								$ 36,000,000

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Income Taxes - Schedule of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Federal	$ (568)	$ 949	$ 8,525
State	4,003	1,504	8,307
Foreign	84	1,737	1,332
Total current	3,519	4,190	18,164
Federal	(11,905)	2,730	(10,241)
State	(4,589)	(5,889)	(1,401)
Foreign	(4,879)	(2,364)	(2,049)
Total deferred	(21,373)	(5,523)	(13,691)
Total income tax expense (benefit)	$ (17,854)	$ (1,333)	$ 4,473

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Income Taxes - Schedule of Income Tax Expense (Benefit) Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Tax benefit at U.S. federal statutory income tax rate on income or loss subject to tax	$ (17,857)	$ (21,085)	$ (4,581)
State income tax expense, net of federal tax	(1,313)	(1,222)	6,081
Gross receipts and margin taxes	1,580	1,716	1,847
Foreign rate differential	301	632	647
Effect of permanent differences	(34)	6	(280)
Return to provision adjustments	(278)	1,597	287
Remeasurement of deferred tax assets and liabilities	0	17,080	0
Increase (decrease) in valuation allowance	(253)	(57)	472
Total income tax expense (benefit)	$ (17,854)	$ (1,333)	$ 4,473

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Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Property, primarily differences in depreciation and amortization, the basis of land, and the treatment of interest and certain costs	$ 31,034	$ 31,691	$ 28,940
Net operating loss carryforward	20,559	10,720	8,784
Expense accruals and other	2,424	229	(847)
Valuation allowance	(295)	(548)	(606)
Net deferred tax assets	$ 53,722	$ 42,092	$ 36,271

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Earnings Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended								12 Months Ended
	Dec. 31, 2018	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Earnings per common share:
Maximum shares issuable under forward equity sales agreement (in shares)	15,250,000.00
Numerator
Net income (loss) from continuing operations										$ 1,073,474	$ 422,634	$ 374,171
Noncontrolling interests' share in earnings										(12,381)	(8,465)	(12,179)
Net income (loss) attributable to HCP, Inc.										1,061,093	414,169	361,992
Less: Participating securities' share in earnings										(2,669)	(1,156)	(1,198)
Income (loss) from continuing operations applicable to common shares										1,058,424	413,013	360,794
Discontinued operations										0	0	265,755
Net income (loss) applicable to common shares										1,058,424	413,013	626,549
Add: distributions on dilutive convertible units and other										6,919	0	0
Dilutive net income (loss) available to common shares										$ 1,065,343	$ 413,013	$ 626,549
Denominator
Basic weighted average shares outstanding (in shares)										470,551,000	468,759,000	467,195,000
Dilutive potential common shares - equity awards (in shares)										168,000	176,000	208,000
Dilutive potential common shares - DownREIT conversions (in shares)										4,668,000	0	0
Diluted weighted average common shares (in shares)										475,387,000	468,935,000	467,403,000
Basic earnings per common share:
Continuing operations (in dollars per share)										$ 2.25	$ 0.88	$ 0.77
Discontinued operations (in dollars per share)										0.00	0.00	0.57
Net income (loss) applicable to common shares (in dollars per share)		$ 1.75	$ 0.21	$ 0.19	$ 0.08	$ (0.13)	$ (0.02)	$ 0.04	$ 0.98	2.25	0.88	1.34
Diluted earnings per common share
Continuing operations (in dollars per share)										2.24	0.88	0.77
Discontinued operations (in dollars per share)										0.00	0.00	0.57
Net income (loss) applicable to common shares (in dollars per share)		$ 1.73	$ 0.21	$ 0.19	$ 0.08	$ (0.13)	$ (0.02)	$ 0.04	$ 0.97	$ 2.24	$ 0.88	$ 1.34
Common Stock Options
Diluted earnings per common share
Antidilutive securities excluded from computation of earnings per share (in shares)										1,000,000	1,000,000	1,000,000
Convertible Units
Diluted earnings per common share
Antidilutive securities excluded from computation of earnings per share (in shares)										2,000,000	7,000,000	7,000,000

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Supplemental Cash Flow Information - Summary of Supplemental (Details) $ in Thousands	1 Months Ended	3 Months Ended	12 Months Ended
	Nov. 30, 2018 joint_venture	Dec. 31, 2018 joint_venture	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)
Supplemental cash flow information:
Interest paid, net of capitalized interest			$ 275,690	$ 309,111	$ 489,453
Income taxes paid			4,480	10,045	13,727
Capitalized interest			21,056	16,937	11,108
Supplemental schedule of non-cash investing and financing activities:
Accrued construction costs			88,826	67,425	49,999
Non-cash impact of QCP Spin-Off, net			0	0	3,539,584
Securities transferred for debt defeasance			0	0	73,278
Retained equity method investment from U.K. JV transaction			104,922	0	0
Derecognition of U.K. Bridge Loan receivable			147,474	0	0
Consolidation of net assets related to U.K. Bridge Loan			106,457	0	0
Vesting of restricted stock units and conversion of non-managing member units into common stock			537	2,908	6,622
Net noncash impact from the consolidation of previously unconsolidated joint ventures (see Note 4)			68,293	0	0
Deconsolidation of noncontrolling interest in connection with RIDEA II transaction			0	58,061	0
Mortgages and other liabilities assumed with real estate acquisitions			$ 8,457	$ 5,425	$ 82,985
Life Science JVs
Real Estate [Line Items]
Number of joint ventures | joint_venture	3	3

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Supplemental Cash Flow Information Cash, cash equivalents and restricted cash (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Supplemental Cash Flow Elements [Abstract]
Cash and cash equivalents	$ 110,790	$ 55,306
Restricted cash	29,056	26,897
Cash, cash equivalents and restricted cash	$ 139,846	$ 82,203

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Variable Interest Entities - Narrative (Details) $ in Thousands, £ in Millions	1 Months Ended	3 Months Ended		5 Months Ended	12 Months Ended
	Aug. 31, 2018	Mar. 31, 2018 USD ($)	Mar. 31, 2018 GBP (£)	Dec. 31, 2018 USD ($) property joint_venture loan tenant	Dec. 31, 2018 USD ($) property joint_venture entity loan tenant	Dec. 31, 2016 USD ($) property	Mar. 31, 2018 GBP (£)	Dec. 31, 2017 USD ($)	Dec. 31, 2016 GBP (£) property
Variable Interest Entity [Line Items]
Mezzanine | $				$ 21,013	$ 21,013			$ 269,299
Loans receivable, net | $				$ 62,998	$ 62,998			$ 313,326
Consolidated Variable Interest Entities
Variable Interest Entity [Line Items]
Number of properties leased (in properties) | property				6	6
Downreit Partnerships [Member]
Variable Interest Entity [Line Items]
Controlling interest entity controlling ownership interest | entity					5
Unconsolidated Variable Interest Entities
Variable Interest Entity [Line Items]
Number of unconsolidated joint ventures (in joint ventures) | joint_venture				4	4
Number of VIE borrowers with marketable debt securities (in joint ventures) | joint_venture				1	1
Number of VIE borrowers with debt securities and loan (in loans) | loan				1	1
Number of VIE tenants (in tenants) | tenant				7	7
VIE tenants-operating leases
Variable Interest Entity [Line Items]
Number of properties leased (in properties) | property				48	48
CCRC OpCo
Variable Interest Entity [Line Items]
Joint venture ownership percentage				49.00%	49.00%
Vintage Park Development JV
Variable Interest Entity [Line Items]
Ownership percentage (as a percent)					85.00%
MSREI MOB JV
Variable Interest Entity [Line Items]
Ownership percentage (as a percent)	51.00%			51.00%
Waldwick
Variable Interest Entity [Line Items]
Ownership percentage (as a percent)					85.00%
MMCG
Variable Interest Entity [Line Items]
Loss on consolidation		$ (41,000)	£ (29)
Tax benefit		3,000	2
Total liabilities		13,000					£ 9
HCP Ventures V
Variable Interest Entity [Line Items]
Ownership percentage (as a percent)					51.00%
Bridge Loan | MMCG
Variable Interest Entity [Line Items]
Period of call-option retained						3 years
Loans receivable, net						$ 131,000			£ 105
Number of properties (in properties) | property						7			7
Loss on consolidation		(41,000)	£ (29)
Senior housing triple-net | Loan-seller financing
Variable Interest Entity [Line Items]
Mezzanine | $				$ 10,000	$ 10,000
Term of facility					5 years
Senior housing triple-net | Loan-senior secured
Variable Interest Entity [Line Items]
Number of VIE tenants (in tenants) | tenant				7	7
Vintage Park Development JV
Variable Interest Entity [Line Items]
Ownership percentage (as a percent)					90.00%
Watertown JV
Variable Interest Entity [Line Items]
Ownership percentage (as a percent)					95.00%
Hayden JV
Variable Interest Entity [Line Items]
Ownership percentage (as a percent)					99.00%
Property, plant and equipment | MMCG
Variable Interest Entity [Line Items]
Total assets		114,000					81
Finite-lived intangible assets | MMCG
Variable Interest Entity [Line Items]
Total assets		$ 5,000					£ 4

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Variable Interest Entities - Schedule of Variable Interest Entities (Details) $ in Thousands	Dec. 31, 2018 USD ($)
VIE tenants-DFLs
Variable Interest Entity [Line Items]
Maximum loss exposure and carrying amount	$ 600,230
VIE tenants-operating leases
Variable Interest Entity [Line Items]
Maximum loss exposure and carrying amount	7,396
CCRC OpCo
Variable Interest Entity [Line Items]
Maximum loss exposure and carrying amount	176,236
Unconsolidated development joint ventures
Variable Interest Entity [Line Items]
Maximum loss exposure and carrying amount	15,176
Loan - seller financing
Variable Interest Entity [Line Items]
Maximum loss exposure and carrying amount	10,000
CMBS and LLC investment
Variable Interest Entity [Line Items]
Maximum loss exposure and carrying amount	$ 34,263

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Variable Interest Entities - Balance Sheet disclosures (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Variable Interest Entity [Line Items]
Buildings and improvements	$ 10,877,248	$ 11,239,732
Developments in process	537,643	447,976
Land	1,637,506	1,785,865
Accumulated depreciation	(2,842,947)	(2,741,695)
Net real estate	10,209,450	10,731,878
Investments in and advances to unconsolidated joint ventures	540,088	800,840
Accounts receivable, net	48,171	40,733
Cash and cash equivalents	110,790	55,306
Restricted cash	29,056	26,897
Intangible assets, net	305,079	410,082
Other assets, net	591,017	578,033
Total assets	12,718,553	14,088,461	$ 15,759,265
Mortgage debt	138,470	144,486
Intangible liabilities, net	54,663	52,579
Accounts payable and accrued expenses	1,125	14,031
Deferred revenue	190,683	144,709
Total liabilities	6,205,962	8,493,523
Variable Interest Entity
Variable Interest Entity [Line Items]
Buildings and improvements	1,949,582	2,436,414
Developments in process	39,584	32,285
Land	151,746	227,162
Accumulated depreciation	(398,143)	(542,091)
Net real estate	1,742,769	2,153,770
Investments in and advances to unconsolidated joint ventures	1,550	2,231
Accounts receivable, net	7,904	10,242
Cash and cash equivalents	23,772	15,861
Restricted cash	3,399	2,619
Intangible assets, net	111,333	125,475
Other assets, net	43,149	33,749
Total assets	1,933,876	2,343,947
Mortgage debt	44,598	45,016
Intangible liabilities, net	19,128	10,672
Accounts payable and accrued expenses	66,736	269,280
Deferred revenue	24,215	14,432
Total liabilities	$ 154,677	$ 339,400

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Concentration of Credit Risk - Schedule of Concentration of Credit Risk (Details) - property	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Senior housing triple-net
Concentration Risk [Line Items]
Number of properties classified as held for sale (in facilities)		64	64
Brookdale Senior Living | Percentage of Total Company Assets | Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk (as a percent)	6.00%	10.00%
Brookdale Senior Living | Percentage of Total Company Revenues | Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk (as a percent)	6.00%	8.00%	12.00%
Brookdale Senior Living | Senior housing triple-net | Percentage of Total Company Assets | Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk (as a percent)	27.00%	39.00%
Brookdale Senior Living | Senior housing triple-net | Percentage of Total Company Revenues | Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk (as a percent)	38.00%	47.00%	59.00%

XML

Concentration of Credit Risk - Narrative (Details) - Brookdale Senior Living	12 Months Ended
	Dec. 31, 2018 facility renewal	Dec. 31, 2017
SHOP | Management and Accounting Services
Concentration Risk [Line Items]
Management agreement renewal term (in years)	5 years
SHOP | Percentage of Total Company Assets
Concentration Risk [Line Items]
Concentration risk (as a percent)	7.00%	13.00%
Management and Accounting Services | SHOP
Concentration Risk [Line Items]
Number of investments in senior housing facility joint ventures (in joint ventures) | facility	35
Number of unconsolidated joint ventures (in joint ventures) | facility	16
Minimum
Concentration Risk [Line Items]
Percentage of EDITDAR payable as base management fee	4.50%
Minimum | SHOP | Management and Accounting Services
Concentration Risk [Line Items]
Management agreement term (in years)	10 years
Management agreement number of renewals (in renewals) | renewal	3
Maximum
Concentration Risk [Line Items]
Percentage of EDITDAR payable as base management fee	5.00%
Maximum | SHOP | Management and Accounting Services
Concentration Risk [Line Items]
Management agreement term (in years)	15 years
Management agreement number of renewals (in renewals) | renewal	4

XML

Concentration of Credit Risk - Schedule of Geographical Concentration of Credit Risk (Details) - Geographic Concentration Risk	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
California | Percentage of Total Company Assets
Concentration Risk [Line Items]
Concentration risk (as a percent)	34.00%	31.00%
California | Percentage of Total Company Revenues
Concentration Risk [Line Items]
Concentration risk (as a percent)	26.00%	26.00%	26.00%
Texas | Percentage of Total Company Assets
Concentration Risk [Line Items]
Concentration risk (as a percent)	16.00%	14.00%
Texas | Percentage of Total Company Revenues
Concentration Risk [Line Items]
Concentration risk (as a percent)	18.00%	17.00%	17.00%

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Fair Value Measurements (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Summary of financial instruments
Bank line of credit	$ 80,103	$ 1,017,076
Senior unsecured notes	5,258,550	6,396,451
Mortgage debt	138,470	144,486
Other debt	90,785	94,165
Carrying Value
Summary of financial instruments
Loans receivable, net	62,998	313,326
Marketable debt securities	19,202	18,690
Bank line of credit	80,103	1,017,076
Term loans	0	228,288
Senior unsecured notes	5,258,550	6,396,451
Mortgage debt	138,470	144,486
Other debt	90,785	94,165
Carrying Value | Interest-rate swap liabilities
Summary of financial instruments
Derivative liabilities	1,310	2,483
Carrying Value | Cross currency swap liability
Summary of financial instruments
Derivative liabilities	0	10,968
Fair Value | Level 1
Summary of financial instruments
Senior unsecured notes	5,302,485	6,737,825
Fair Value | Level 2
Summary of financial instruments
Loans receivable, net	62,998	313,242
Marketable debt securities	19,202	18,690
Bank line of credit	80,103	1,017,076
Term loans	0	228,288
Mortgage debt	136,161	125,984
Other debt	90,785	94,165
Fair Value | Interest-rate swap liabilities | Level 2
Summary of financial instruments
Derivative liabilities	1,310	2,483
Fair Value | Cross currency swap liability | Level 2
Summary of financial instruments
Derivative liabilities	$ 0	$ 10,968

XML

Derivative Financial Instruments - Financial Instruments (Details) - Cash flow hedge	Dec. 31, 2018 USD ($) derivative
Interest-rate swap contracts
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional	$ 43,000,000
Pay Rate	3.82%
Fair value of interest rate hedge, liabilities	$ (1,310,000)
Interest rate swap, entered in July 2005, maturity in July 2020
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Number of interest-rate swap contracts (in derivatives) | derivative	3

XML

Derivative Financial Instruments - Narrative (Details) $ in Thousands, £ in Millions		12 Months Ended
	Jun. 29, 2018 USD ($)	Dec. 31, 2018 USD ($)	Dec. 31, 2018 GBP (£)	Dec. 31, 2017 USD ($)
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Cumulative foreign currency translation adjustment		$ (1,683)		$ (6,955)
Revolving credit facility | Net Investment Hedging
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Notional amount | £			£ 55
Cross Currency Interest Rate Contract
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Loss on Contract Termination	$ 6,000
Maximum
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Estimate change in fair value of derivative for assumption of one percentage point change in the interest rate		$ 1,000

XML

Selected Quarterly Financial Data (Unaudited) (Details) $ / shares in Units, $ in Thousands, £ in Millions	1 Months Ended					3 Months Ended										12 Months Ended
	Dec. 31, 2018 USD ($)	Nov. 30, 2018 USD ($) joint_venture	Apr. 30, 2018 property	Jan. 31, 2018 property	Mar. 31, 2017 USD ($) facility	Dec. 31, 2018 USD ($) property facility joint_venture $ / shares	Sep. 30, 2018 USD ($) facility $ / shares	Jun. 30, 2018 USD ($) facility $ / shares	Mar. 31, 2018 USD ($) facility $ / shares	Mar. 31, 2018 GBP (£) facility	Dec. 31, 2017 USD ($) $ / shares	Sep. 30, 2017 USD ($) $ / shares	Jun. 30, 2017 USD ($) $ / shares	Mar. 31, 2017 USD ($) facility $ / shares	Mar. 31, 2017 GBP (£) facility	Dec. 31, 2018 USD ($) property $ / shares	Dec. 31, 2017 USD ($) property facility $ / shares	Dec. 31, 2016 USD ($) facility $ / shares
Total revenues						$ 441,919	$ 456,022	$ 469,551	$ 479,197		$ 443,259	$ 454,023	$ 458,928	$ 492,168		$ 1,846,689	$ 1,848,378	$ 2,129,294
Income (loss) before income taxes and equity income from investments in unconsolidated joint ventures						833,600	98,908	88,375	37,331		(50,957)	(12,263)	18,874	454,746		1,058,214	410,400	367,284
Net income (loss)						834,383	102,926	92,928	43,237		(57,924)	(5,720)	22,101	464,177		1,073,474	422,634	639,926
Net income (loss) applicable to HCP, Inc.						$ 831,548	$ 99,371	$ 89,942	$ 40,232		$ (58,702)	$ (7,657)	$ 19,383	$ 461,145		$ 1,061,093	$ 414,169	$ 627,747
Dividends paid per common share (in dollars per share) | $ / shares						$ 0.37	$ 0.37	$ 0.37	$ 0.37		$ 0.37	$ 0.37	$ 0.37	$ 0.37
Basic earnings per common share (in dollars per share) | $ / shares						1.75	0.21	0.19	0.08		(0.13)	(0.02)	0.04	0.98		$ 2.25	$ 0.88	$ 1.34
Diluted earnings per common share (in dollars per share) | $ / shares						$ 1.73	$ 0.21	$ 0.19	$ 0.08		$ (0.13)	$ (0.02)	$ 0.04	$ 0.97		$ 2.24	$ 0.88	$ 1.34
Proceeds from sale of buildings																$ 335,709	$ 462,242	$ 0
Gain on consolidation						$ 50,000										9,154	0	0
Impairments (recoveries), net																55,260	166,384	0
Loss on extinguishment of debt																44,162	54,227	46,020
Operating expenses																705,038	666,251	738,399
Tax expense recorded from Tax Cuts and Jobs Act											$ 17,000
Gain (loss) on sales of real estate, net							$ 95,000	$ 25,000								925,985	$ 356,641	$ 164,698
Payments to acquire real estate																21,000
RIDEA II
Gain (loss) on sales of real estate, net														$ 99,000
Four Seasons
Payments to acquire loans receivable														$ 51,000	£ 42
Tandem Health Care Loan
Write down of loans receivable											84,000	$ 3,000	$ 57,000			144,000
Senior Unsecured Debt 5.625%
Repayment of senior unsecured notes													$ 250,000
Interest rate (as a percent)													5.625%
Loss on extinguishment of debt												54,000
Senior Unsecured Debt 5.375%
Repayment of senior unsecured notes							$ 700,000					$ 500,000
Interest rate (as a percent)							5.375%					5.375%
Loss on extinguishment of debt							$ 44,000
Senior Housing Triple-Net and SHOP
Gain (loss) on sale of assets						$ 40,000
Senior Housing Triple-Net and SHOP | Held-for-sale
Number of properties disposed (in facilities) | facility						19
Senior housing triple-net
Number of properties disposed (in facilities) | facility					64			2									4	7
Impairments (recoveries), net																	$ 23,000
Number of real estate properties impaired (in properties) | property																	11
Gain (loss) on sales of real estate, net					$ 170,000
Senior housing triple-net | Held-for-sale
Number of properties disposed (in facilities) | facility						11								64	64
Gain (loss) on sales of real estate, net														$ 170,000
SHOP
Number of properties disposed (in facilities) | facility						2	11	8	2	2							5	3
Impairments (recoveries), net						$ 33,000										$ 52,000
Number of real estate properties impaired (in properties) | property						4										17
Gain (loss) on sales of real estate, net									$ 21,000
SHOP | Held-for-sale
Number of properties disposed (in facilities) | facility						8
Assets Leased to Others
Number of properties disposed (in facilities) | property						19
Assets Leased to Others | Senior housing triple-net
Number of properties disposed (in facilities) | property						11
Reduction in rental and related revenues											20,000
Real estate | Assets Under Management Agreements | SHOP
Operating expenses											$ 35,000
Shoreline Technology Center
Proceeds from sale of buildings		$ 1,000,000
Gain (loss) on sale of assets		$ 726,000
RIDEA Facilities | Assets Leased to Others
Proceeds from sale of buildings						$ 377,000
RIDEA Facilities | Assets Leased to Others | Senior Housing Triple-Net and SHOP
Proceeds from sale of buildings						$ 377,000
RIDEA Facilities | Assets Leased to Others | SHOP
Number of properties disposed (in facilities) | property			3	1		8
Life Science JVs
Number of joint ventures | joint_venture		3				3
Payments to acquire real estate	$ 245,000					$ 92,000
MMCG
Loss on consolidation									(41,000)	£ (29)
MMCG | Bridge Loan
Loss on consolidation									$ (41,000)	£ (29)

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Schedule II: Valuation and Qualifying Accounts (Details) - Allowance Accounts - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Movement in Valuation Allowances and Reserves
Balance at the beginning of the year	$ 169,374	$ 29,518	$ 36,180
Additions
Amounts Charged Against Operations, net	4,105	144,135	1,177
Acquired Properties	0	0	0
Deductions
Uncollectible Accounts Written-off	(1,887)	(2,732)	(2,843)
Dispositions	(143,795)	(1,547)	(4,996)
Balance at the end of the year	$ 27,797	$ 169,374	$ 29,518

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Schedule III: Real Estate and Accumulated Depreciation - Details of Real Estate and Accumulated Depreciation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	$ 138,470
Initial Cost to Company
Land	1,606,862
Buildings and Improvements	9,027,478
Costs Capitalized Subsequent to Acquisition	2,809,912
Gross Amount at Which Carried As of Year End
Land	1,637,506
Buildings and Improvements	11,414,891
Total	13,052,397	$ 13,473,573	$ 13,974,760	$ 14,330,257
Accumulated Depreciation	$ (2,842,947)	$ (2,741,695)	$ (2,648,930)	$ (2,476,015)
Useful life of buildings and improvements	60 years
Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	$ 50,328
Initial Cost to Company
Land	243,697
Buildings and Improvements	1,955,332
Costs Capitalized Subsequent to Acquisition	107,418
Gross Amount at Which Carried As of Year End
Land	243,853
Buildings and Improvements	2,011,624
Total	2,255,477
Accumulated Depreciation	(604,961)
SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	74,370
Initial Cost to Company
Land	186,684
Buildings and Improvements	1,700,398
Costs Capitalized Subsequent to Acquisition	233,184
Gross Amount at Which Carried As of Year End
Land	186,853
Buildings and Improvements	1,875,576
Total	2,062,429
Accumulated Depreciation	(388,038)
Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	5,399
Initial Cost to Company
Land	833,745
Buildings and Improvements	1,976,797
Costs Capitalized Subsequent to Acquisition	1,461,433
Gross Amount at Which Carried As of Year End
Land	835,829
Buildings and Improvements	3,347,365
Total	4,183,194
Accumulated Depreciation	(647,977)
Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	8,373
Initial Cost to Company
Land	279,768
Buildings and Improvements	3,025,955
Costs Capitalized Subsequent to Acquisition	977,128
Gross Amount at Which Carried As of Year End
Land	308,003
Buildings and Improvements	3,783,938
Total	4,091,941
Accumulated Depreciation	(1,037,768)
United Kingdom | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	62,968
Buildings and Improvements	368,996
Costs Capitalized Subsequent to Acquisition	30,749
Gross Amount at Which Carried As of Year End
Land	62,968
Buildings and Improvements	396,388
Total	459,356
Accumulated Depreciation	(164,203)
1107 Huntsville AL | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	307
Buildings and Improvements	5,813
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	307
Buildings and Improvements	5,453
Total	5,760
Accumulated Depreciation	(1,670)
786 Douglas AZ | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	110
Buildings and Improvements	703
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	110
Buildings and Improvements	703
Total	813
Accumulated Depreciation	(385)
518 Tucson AZ | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,350
Buildings and Improvements	24,037
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	2,350
Buildings and Improvements	24,037
Total	26,387
Accumulated Depreciation	(12,219)
1238 Beverly Hills CA | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	9,872
Buildings and Improvements	32,590
Costs Capitalized Subsequent to Acquisition	9,257
Gross Amount at Which Carried As of Year End
Land	9,872
Buildings and Improvements	38,972
Total	48,844
Accumulated Depreciation	(11,638)
883 Carmichael CA | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	4,270
Buildings and Improvements	13,846
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	4,270
Buildings and Improvements	13,236
Total	17,506
Accumulated Depreciation	(3,998)
2204 Chino Hills CA | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	3,720
Buildings and Improvements	41,183
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	3,720
Buildings and Improvements	41,183
Total	44,903
Accumulated Depreciation	(6,307)
851 Citrus Heights CA | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,180
Buildings and Improvements	8,367
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	1,180
Buildings and Improvements	8,037
Total	9,217
Accumulated Depreciation	(3,370)
790 Concord CA | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	25,000
Initial Cost to Company
Land	6,010
Buildings and Improvements	39,601
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	6,010
Buildings and Improvements	38,301
Total	44,311
Accumulated Depreciation	(12,835)
787 Dana Point CA | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,960
Buildings and Improvements	15,946
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	1,960
Buildings and Improvements	15,466
Total	17,426
Accumulated Depreciation	(5,187)
798 Escondido CA | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	14,340
Initial Cost to Company
Land	5,090
Buildings and Improvements	24,253
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	5,090
Buildings and Improvements	23,353
Total	28,443
Accumulated Depreciation	(7,833)
791 Fremont CA | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,360
Buildings and Improvements	11,672
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	2,360
Buildings and Improvements	11,192
Total	13,552
Accumulated Depreciation	(3,754)
788 Granada Hills CA | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,200
Buildings and Improvements	18,257
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	2,200
Buildings and Improvements	17,637
Total	19,837
Accumulated Depreciation	(5,916)
227 Lodi CA | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	732
Buildings and Improvements	5,453
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	732
Buildings and Improvements	5,453
Total	6,185
Accumulated Depreciation	(3,164)
226 Murietta CA | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	435
Buildings and Improvements	5,729
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	435
Buildings and Improvements	5,729
Total	6,164
Accumulated Depreciation	(3,257)
1165 Northridge CA | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	6,718
Buildings and Improvements	26,309
Costs Capitalized Subsequent to Acquisition	2,820
Gross Amount at Which Carried As of Year End
Land	6,752
Buildings and Improvements	27,890
Total	34,642
Accumulated Depreciation	(9,012)
789 Pleasant Hill CA | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	6,270
Initial Cost to Company
Land	2,480
Buildings and Improvements	21,333
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	2,480
Buildings and Improvements	20,633
Total	23,113
Accumulated Depreciation	(6,921)
2205 Roseville CA | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	3,844
Buildings and Improvements	33,527
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	3,844
Buildings and Improvements	33,527
Total	37,371
Accumulated Depreciation	(5,038)
793 South San Francisco CA | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	3,000
Buildings and Improvements	16,586
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	3,000
Buildings and Improvements	16,056
Total	19,056
Accumulated Depreciation	(5,380)
792 Ventura CA | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,030
Buildings and Improvements	17,379
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	2,030
Buildings and Improvements	16,749
Total	18,779
Accumulated Depreciation	(5,618)
512 Denver CO | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,810
Buildings and Improvements	36,021
Costs Capitalized Subsequent to Acquisition	1,885
Gross Amount at Which Carried As of Year End
Land	2,810
Buildings and Improvements	37,686
Total	40,496
Accumulated Depreciation	(18,826)
1000 Greenwood Village CO | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	3,367
Buildings and Improvements	43,610
Costs Capitalized Subsequent to Acquisition	2,894
Gross Amount at Which Carried As of Year End
Land	3,367
Buildings and Improvements	45,708
Total	49,075
Accumulated Depreciation	(13,295)
861 Apopka FL | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	920
Buildings and Improvements	4,816
Costs Capitalized Subsequent to Acquisition	994
Gross Amount at Which Carried As of Year End
Land	920
Buildings and Improvements	5,710
Total	6,630
Accumulated Depreciation	(2,073)
852 Boca Raton FL | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	4,730
Buildings and Improvements	17,532
Costs Capitalized Subsequent to Acquisition	5,471
Gross Amount at Which Carried As of Year End
Land	4,730
Buildings and Improvements	22,391
Total	27,121
Accumulated Depreciation	(8,375)
2467 Ft Myers FL | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,782
Buildings and Improvements	21,827
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	2,782
Buildings and Improvements	21,827
Total	24,609
Accumulated Depreciation	(2,400)
1095 Gainesville FL | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,221
Buildings and Improvements	12,226
Costs Capitalized Subsequent to Acquisition	83
Gross Amount at Which Carried As of Year End
Land	1,221
Buildings and Improvements	12,084
Total	13,305
Accumulated Depreciation	(3,675)
490 Jacksonville FL | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	3,250
Buildings and Improvements	25,936
Costs Capitalized Subsequent to Acquisition	6,170
Gross Amount at Which Carried As of Year End
Land	3,250
Buildings and Improvements	32,106
Total	35,356
Accumulated Depreciation	(13,791)
1096 Jacksonville FL | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,587
Buildings and Improvements	15,616
Costs Capitalized Subsequent to Acquisition	65
Gross Amount at Which Carried As of Year End
Land	1,587
Buildings and Improvements	15,363
Total	16,950
Accumulated Depreciation	(4,685)
1017 Palm Harbor FL | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,462
Buildings and Improvements	16,774
Costs Capitalized Subsequent to Acquisition	696
Gross Amount at Which Carried As of Year End
Land	1,462
Buildings and Improvements	17,084
Total	18,546
Accumulated Depreciation	(5,277)
802 St Augustine FL | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	830
Buildings and Improvements	11,627
Costs Capitalized Subsequent to Acquisition	1,471
Gross Amount at Which Carried As of Year End
Land	830
Buildings and Improvements	12,698
Total	13,528
Accumulated Depreciation	(4,887)
1097 Tallahassee FL | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,331
Buildings and Improvements	19,039
Costs Capitalized Subsequent to Acquisition	123
Gross Amount at Which Carried As of Year End
Land	1,331
Buildings and Improvements	18,818
Total	20,149
Accumulated Depreciation	(5,725)
1605 Vero Beach FL | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	700
Buildings and Improvements	16,234
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	700
Buildings and Improvements	15,484
Total	16,184
Accumulated Depreciation	(3,539)
1257 Vero Beach FL | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,035
Buildings and Improvements	34,993
Costs Capitalized Subsequent to Acquisition	201
Gross Amount at Which Carried As of Year End
Land	2,035
Buildings and Improvements	33,634
Total	35,669
Accumulated Depreciation	(10,298)
2165 Hartwell GA | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	368
Buildings and Improvements	6,337
Costs Capitalized Subsequent to Acquisition	320
Gross Amount at Which Carried As of Year End
Land	368
Buildings and Improvements	6,657
Total	7,025
Accumulated Depreciation	(1,235)
2066 Lawrenceville GA | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	581
Buildings and Improvements	2,669
Costs Capitalized Subsequent to Acquisition	576
Gross Amount at Which Carried As of Year End
Land	581
Buildings and Improvements	3,245
Total	3,826
Accumulated Depreciation	(860)
1241 Lilburn GA | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	907
Buildings and Improvements	17,340
Costs Capitalized Subsequent to Acquisition	370
Gross Amount at Which Carried As of Year End
Land	907
Buildings and Improvements	17,125
Total	18,032
Accumulated Depreciation	(5,296)
2086 Newnan GA | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,227
Buildings and Improvements	4,202
Costs Capitalized Subsequent to Acquisition	533
Gross Amount at Which Carried As of Year End
Land	1,227
Buildings and Improvements	4,735
Total	5,962
Accumulated Depreciation	(1,183)
1005 Oak Park IL | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	3,476
Buildings and Improvements	35,259
Costs Capitalized Subsequent to Acquisition	1,862
Gross Amount at Which Carried As of Year End
Land	3,476
Buildings and Improvements	36,575
Total	40,051
Accumulated Depreciation	(10,507)
1162 Orland Park IL | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,623
Buildings and Improvements	23,154
Costs Capitalized Subsequent to Acquisition	1,732
Gross Amount at Which Carried As of Year End
Land	2,623
Buildings and Improvements	24,111
Total	26,734
Accumulated Depreciation	(7,514)
1237 Wilmette IL | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,100
Buildings and Improvements	9,373
Costs Capitalized Subsequent to Acquisition	791
Gross Amount at Which Carried As of Year End
Land	1,100
Buildings and Improvements	9,940
Total	11,040
Accumulated Depreciation	(3,091)
2115 Murray KY | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	288
Buildings and Improvements	7,400
Costs Capitalized Subsequent to Acquisition	319
Gross Amount at Which Carried As of Year End
Land	288
Buildings and Improvements	7,719
Total	8,007
Accumulated Depreciation	(1,574)
1249 Frederick MD | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	609
Buildings and Improvements	9,158
Costs Capitalized Subsequent to Acquisition	1,217
Gross Amount at Which Carried As of Year End
Land	609
Buildings and Improvements	9,811
Total	10,420
Accumulated Depreciation	(2,948)
546 Cape Elizabeth ME | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	630
Buildings and Improvements	3,524
Costs Capitalized Subsequent to Acquisition	93
Gross Amount at Which Carried As of Year End
Land	630
Buildings and Improvements	3,617
Total	4,247
Accumulated Depreciation	(1,428)
545 Saco ME | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	80
Buildings and Improvements	2,363
Costs Capitalized Subsequent to Acquisition	155
Gross Amount at Which Carried As of Year End
Land	80
Buildings and Improvements	2,518
Total	2,598
Accumulated Depreciation	(991)
1258 Auburn Hills MI | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,281
Buildings and Improvements	10,692
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	2,281
Buildings and Improvements	10,692
Total	12,973
Accumulated Depreciation	(3,274)
1248 Farmington Hills MI | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,013
Buildings and Improvements	12,119
Costs Capitalized Subsequent to Acquisition	968
Gross Amount at Which Carried As of Year End
Land	1,013
Buildings and Improvements	12,435
Total	13,448
Accumulated Depreciation	(3,928)
1259 Sterling Heights MI | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,593
Buildings and Improvements	11,500
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	1,593
Buildings and Improvements	11,181
Total	12,774
Accumulated Depreciation	(3,424)
1235 Des Peres MO | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	4,361
Buildings and Improvements	20,664
Costs Capitalized Subsequent to Acquisition	1,333
Gross Amount at Which Carried As of Year End
Land	4,361
Buildings and Improvements	21,379
Total	25,740
Accumulated Depreciation	(6,385)
1236 Richmond Heights MO | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,744
Buildings and Improvements	24,232
Costs Capitalized Subsequent to Acquisition	413
Gross Amount at Which Carried As of Year End
Land	1,744
Buildings and Improvements	23,961
Total	25,705
Accumulated Depreciation	(7,364)
853 St.Louis Mo | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,500
Buildings and Improvements	20,343
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	2,500
Buildings and Improvements	19,853
Total	22,353
Accumulated Depreciation	(8,327)
878 Charlotte NC | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	710
Buildings and Improvements	9,559
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	710
Buildings and Improvements	9,159
Total	9,869
Accumulated Depreciation	(2,767)
2465 Charlotte NC | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,373
Buildings and Improvements	10,774
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	1,373
Buildings and Improvements	10,774
Total	12,147
Accumulated Depreciation	(1,185)
2468 Franklin NC | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,082
Buildings and Improvements	8,489
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	1,082
Buildings and Improvements	8,489
Total	9,571
Accumulated Depreciation	(933)
2466 Raeford NC | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,304
Buildings and Improvements	10,230
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	1,304
Buildings and Improvements	10,230
Total	11,534
Accumulated Depreciation	(1,125)
1254 Raleigh NC | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,191
Buildings and Improvements	11,532
Costs Capitalized Subsequent to Acquisition	1,198
Gross Amount at Which Carried As of Year End
Land	1,191
Buildings and Improvements	12,182
Total	13,373
Accumulated Depreciation	(3,572)
1239 Cresskill NJ | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	4,684
Buildings and Improvements	53,927
Costs Capitalized Subsequent to Acquisition	618
Gross Amount at Which Carried As of Year End
Land	4,684
Buildings and Improvements	53,503
Total	58,187
Accumulated Depreciation	(16,460)
734 Hillsborough NJ | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,042
Buildings and Improvements	10,042
Costs Capitalized Subsequent to Acquisition	796
Gross Amount at Which Carried As of Year End
Land	1,042
Buildings and Improvements	10,372
Total	11,414
Accumulated Depreciation	(3,485)
1242 Madison NJ | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	3,157
Buildings and Improvements	19,909
Costs Capitalized Subsequent to Acquisition	252
Gross Amount at Which Carried As of Year End
Land	3,157
Buildings and Improvements	19,523
Total	22,680
Accumulated Depreciation	(5,969)
1231 Saddle River NJ | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,784
Buildings and Improvements	15,625
Costs Capitalized Subsequent to Acquisition	754
Gross Amount at Which Carried As of Year End
Land	1,784
Buildings and Improvements	15,710
Total	17,494
Accumulated Depreciation	(4,848)
796 Las Vegas NV | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,960
Buildings and Improvements	5,816
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	1,960
Buildings and Improvements	5,426
Total	7,386
Accumulated Depreciation	(1,820)
1252 Brooklyn NY | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	8,117
Buildings and Improvements	23,627
Costs Capitalized Subsequent to Acquisition	1,198
Gross Amount at Which Carried As of Year End
Land	8,117
Buildings and Improvements	23,669
Total	31,786
Accumulated Depreciation	(7,319)
1256 Brooklyn NY | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	5,215
Buildings and Improvements	39,052
Costs Capitalized Subsequent to Acquisition	1,290
Gross Amount at Which Carried As of Year End
Land	5,215
Buildings and Improvements	39,312
Total	44,527
Accumulated Depreciation	(12,230)
1253 Youngstown OH | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	695
Buildings and Improvements	10,444
Costs Capitalized Subsequent to Acquisition	760
Gross Amount at Which Carried As of Year End
Land	695
Buildings and Improvements	10,824
Total	11,519
Accumulated Depreciation	(3,478)
2131 Keizer OR | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	2,262
Initial Cost to Company
Land	551
Buildings and Improvements	6,454
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	551
Buildings and Improvements	6,454
Total	7,005
Accumulated Depreciation	(1,136)
2152 McMinnville OR | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	3,203
Buildings and Improvements	24,909
Costs Capitalized Subsequent to Acquisition	5,839
Gross Amount at Which Carried As of Year End
Land	3,203
Buildings and Improvements	29,253
Total	32,456
Accumulated Depreciation	(6,757)
2089 Newberg OR | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,889
Buildings and Improvements	16,855
Costs Capitalized Subsequent to Acquisition	874
Gross Amount at Which Carried As of Year End
Land	1,889
Buildings and Improvements	17,729
Total	19,618
Accumulated Depreciation	(3,025)
2133 Portland OR | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,615
Buildings and Improvements	12,030
Costs Capitalized Subsequent to Acquisition	189
Gross Amount at Which Carried As of Year End
Land	1,615
Buildings and Improvements	12,219
Total	13,834
Accumulated Depreciation	(1,926)
2050 Redmond OR | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,229
Buildings and Improvements	21,921
Costs Capitalized Subsequent to Acquisition	844
Gross Amount at Which Carried As of Year End
Land	1,229
Buildings and Improvements	22,765
Total	23,994
Accumulated Depreciation	(3,594)
2084 Roseburg OR | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,042
Buildings and Improvements	12,090
Costs Capitalized Subsequent to Acquisition	145
Gross Amount at Which Carried As of Year End
Land	1,042
Buildings and Improvements	12,235
Total	13,277
Accumulated Depreciation	(2,305)
2134 Scappoose OR | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	353
Buildings and Improvements	1,258
Costs Capitalized Subsequent to Acquisition	17
Gross Amount at Which Carried As of Year End
Land	353
Buildings and Improvements	1,275
Total	1,628
Accumulated Depreciation	(317)
2153 Scappoose OR | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	971
Buildings and Improvements	7,116
Costs Capitalized Subsequent to Acquisition	162
Gross Amount at Which Carried As of Year End
Land	971
Buildings and Improvements	7,278
Total	8,249
Accumulated Depreciation	(1,584)
2088 Tualatin OR | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	6,326
Costs Capitalized Subsequent to Acquisition	396
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	6,722
Total	6,722
Accumulated Depreciation	(1,687)
2180 Windfield Village OR | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	2,456
Initial Cost to Company
Land	580
Buildings and Improvements	9,817
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	580
Buildings and Improvements	9,817
Total	10,397
Accumulated Depreciation	(1,723)
1163 Haverford PA | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	16,461
Buildings and Improvements	108,816
Costs Capitalized Subsequent to Acquisition	14,337
Gross Amount at Which Carried As of Year End
Land	16,461
Buildings and Improvements	118,289
Total	134,750
Accumulated Depreciation	(37,303)
2063 Selinsgrove PA | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	529
Buildings and Improvements	9,111
Costs Capitalized Subsequent to Acquisition	255
Gross Amount at Which Carried As of Year End
Land	529
Buildings and Improvements	9,366
Total	9,895
Accumulated Depreciation	(1,971)
1973 South Kingstown RI | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,390
Buildings and Improvements	12,551
Costs Capitalized Subsequent to Acquisition	630
Gross Amount at Which Carried As of Year End
Land	1,390
Buildings and Improvements	12,918
Total	14,308
Accumulated Depreciation	(3,660)
1975 Tiverton RI | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	3,240
Buildings and Improvements	25,735
Costs Capitalized Subsequent to Acquisition	651
Gross Amount at Which Carried As of Year End
Land	3,240
Buildings and Improvements	25,939
Total	29,179
Accumulated Depreciation	(7,152)
1104 Aiken SC | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	357
Buildings and Improvements	14,832
Costs Capitalized Subsequent to Acquisition	151
Gross Amount at Which Carried As of Year End
Land	363
Buildings and Improvements	14,395
Total	14,758
Accumulated Depreciation	(4,447)
1109 Columbia SC | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	408
Buildings and Improvements	7,527
Costs Capitalized Subsequent to Acquisition	131
Gross Amount at Which Carried As of Year End
Land	412
Buildings and Improvements	7,411
Total	7,823
Accumulated Depreciation	(2,311)
306 Georgetown SC | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	239
Buildings and Improvements	3,008
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	239
Buildings and Improvements	3,008
Total	3,247
Accumulated Depreciation	(1,303)
879 Greenville SC | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,090
Buildings and Improvements	12,558
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	1,090
Buildings and Improvements	12,058
Total	13,148
Accumulated Depreciation	(3,642)
305 Lancaster SC | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	84
Buildings and Improvements	2,982
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	84
Buildings and Improvements	2,982
Total	3,066
Accumulated Depreciation	(1,208)
880 Myrtle Beach SC | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	900
Buildings and Improvements	10,913
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	900
Buildings and Improvements	10,513
Total	11,413
Accumulated Depreciation	(3,176)
312 Rock Hill SC | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	203
Buildings and Improvements	2,671
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	203
Buildings and Improvements	2,671
Total	2,874
Accumulated Depreciation	(1,136)
1113 Rock Hill SC | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	695
Buildings and Improvements	4,119
Costs Capitalized Subsequent to Acquisition	322
Gross Amount at Which Carried As of Year End
Land	795
Buildings and Improvements	4,074
Total	4,869
Accumulated Depreciation	(1,440)
313 Sumter SC | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	196
Buildings and Improvements	2,623
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	196
Buildings and Improvements	2,623
Total	2,819
Accumulated Depreciation	(1,136)
2073 Kingsport TN | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,113
Buildings and Improvements	8,625
Costs Capitalized Subsequent to Acquisition	335
Gross Amount at Which Carried As of Year End
Land	1,113
Buildings and Improvements	8,960
Total	10,073
Accumulated Depreciation	(1,732)
1003 Nashville TN | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	812
Buildings and Improvements	16,983
Costs Capitalized Subsequent to Acquisition	2,524
Gross Amount at Which Carried As of Year End
Land	812
Buildings and Improvements	18,759
Total	19,571
Accumulated Depreciation	(5,180)
843 Abilene TX | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	300
Buildings and Improvements	2,830
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	300
Buildings and Improvements	2,710
Total	3,010
Accumulated Depreciation	(853)
2107 Amarillo TX | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,315
Buildings and Improvements	26,838
Costs Capitalized Subsequent to Acquisition	894
Gross Amount at Which Carried As of Year End
Land	1,315
Buildings and Improvements	27,732
Total	29,047
Accumulated Depreciation	(4,649)
511 Austin TX | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,960
Buildings and Improvements	41,645
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	2,960
Buildings and Improvements	41,645
Total	44,605
Accumulated Depreciation	(21,169)
2075 Bedford TX | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,204
Buildings and Improvements	26,845
Costs Capitalized Subsequent to Acquisition	1,704
Gross Amount at Which Carried As of Year End
Land	1,204
Buildings and Improvements	28,549
Total	29,753
Accumulated Depreciation	(5,120)
844 Burleson TX | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,050
Buildings and Improvements	5,242
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	1,050
Buildings and Improvements	4,902
Total	5,952
Accumulated Depreciation	(1,542)
848 Cedar Hill TX | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,070
Buildings and Improvements	11,554
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	1,070
Buildings and Improvements	11,104
Total	12,174
Accumulated Depreciation	(3,493)
1325 Cedar Hill TX | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	440
Buildings and Improvements	7,494
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	440
Buildings and Improvements	6,974
Total	7,414
Accumulated Depreciation	(2,048)
1106 Houston TX | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,008
Buildings and Improvements	15,333
Costs Capitalized Subsequent to Acquisition	183
Gross Amount at Which Carried As of Year End
Land	1,020
Buildings and Improvements	14,955
Total	15,975
Accumulated Depreciation	(4,601)
845 North Richland Hills TX | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	520
Buildings and Improvements	5,117
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	520
Buildings and Improvements	4,807
Total	5,327
Accumulated Depreciation	(1,512)
846 North Richland Hills TX | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	870
Buildings and Improvements	9,259
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	870
Buildings and Improvements	8,819
Total	9,689
Accumulated Depreciation	(3,171)
2162 Portland TX | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,233
Buildings and Improvements	14,001
Costs Capitalized Subsequent to Acquisition	3,027
Gross Amount at Which Carried As of Year End
Land	1,233
Buildings and Improvements	17,028
Total	18,261
Accumulated Depreciation	(3,484)
2116 Sherman TX | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	209
Buildings and Improvements	3,492
Costs Capitalized Subsequent to Acquisition	187
Gross Amount at Which Carried As of Year End
Land	209
Buildings and Improvements	3,679
Total	3,888
Accumulated Depreciation	(787)
847 Waxahachie TX | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	390
Buildings and Improvements	3,879
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	390
Buildings and Improvements	3,659
Total	4,049
Accumulated Depreciation	(1,151)
2470 Abingdon VA | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,584
Buildings and Improvements	12,431
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	1,584
Buildings and Improvements	12,431
Total	14,015
Accumulated Depreciation	(1,367)
1244 Arlington VA | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	3,833
Buildings and Improvements	7,076
Costs Capitalized Subsequent to Acquisition	940
Gross Amount at Which Carried As of Year End
Land	3,833
Buildings and Improvements	7,573
Total	11,406
Accumulated Depreciation	(2,456)
1245 Arlington VA | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	7,278
Buildings and Improvements	37,407
Costs Capitalized Subsequent to Acquisition	3,543
Gross Amount at Which Carried As of Year End
Land	7,278
Buildings and Improvements	39,779
Total	47,057
Accumulated Depreciation	(12,340)
881 Chesapeake VA | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,090
Buildings and Improvements	12,444
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	1,090
Buildings and Improvements	11,944
Total	13,034
Accumulated Depreciation	(3,608)
1247 Falls Church VA | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,228
Buildings and Improvements	8,887
Costs Capitalized Subsequent to Acquisition	969
Gross Amount at Which Carried As of Year End
Land	2,228
Buildings and Improvements	9,522
Total	11,750
Accumulated Depreciation	(3,051)
1164 Fort Belvoir VA | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	11,594
Buildings and Improvements	99,528
Costs Capitalized Subsequent to Acquisition	12,927
Gross Amount at Which Carried As of Year End
Land	11,594
Buildings and Improvements	109,472
Total	121,066
Accumulated Depreciation	(35,474)
1250 Leesburg VA | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	607
Buildings and Improvements	3,236
Costs Capitalized Subsequent to Acquisition	275
Gross Amount at Which Carried As of Year End
Land	607
Buildings and Improvements	3,296
Total	3,903
Accumulated Depreciation	(3,415)
1246 Sterling VA | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,360
Buildings and Improvements	22,932
Costs Capitalized Subsequent to Acquisition	1,279
Gross Amount at Which Carried As of Year End
Land	2,360
Buildings and Improvements	23,297
Total	25,657
Accumulated Depreciation	(7,241)
225 Woodbridge VA | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	950
Buildings and Improvements	6,983
Costs Capitalized Subsequent to Acquisition	1,652
Gross Amount at Which Carried As of Year End
Land	950
Buildings and Improvements	8,460
Total	9,410
Accumulated Depreciation	(3,916)
2095 College Place WA | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	758
Buildings and Improvements	8,051
Costs Capitalized Subsequent to Acquisition	720
Gross Amount at Which Carried As of Year End
Land	758
Buildings and Improvements	8,771
Total	9,529
Accumulated Depreciation	(1,814)
1240 Edmonds WA | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,418
Buildings and Improvements	16,502
Costs Capitalized Subsequent to Acquisition	155
Gross Amount at Which Carried As of Year End
Land	1,418
Buildings and Improvements	16,138
Total	17,556
Accumulated Depreciation	(4,953)
797 Kirkland WA | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,000
Buildings and Improvements	13,403
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	1,000
Buildings and Improvements	13,043
Total	14,043
Accumulated Depreciation	(4,375)
1251 Mercer Island WA | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	4,209
Buildings and Improvements	8,123
Costs Capitalized Subsequent to Acquisition	640
Gross Amount at Which Carried As of Year End
Land	4,209
Buildings and Improvements	8,253
Total	12,462
Accumulated Depreciation	(2,575)
2096 Poulsbo WA | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,801
Buildings and Improvements	18,068
Costs Capitalized Subsequent to Acquisition	231
Gross Amount at Which Carried As of Year End
Land	1,801
Buildings and Improvements	18,299
Total	20,100
Accumulated Depreciation	(3,288)
2102 Richland WA | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	249
Buildings and Improvements	5,067
Costs Capitalized Subsequent to Acquisition	138
Gross Amount at Which Carried As of Year End
Land	249
Buildings and Improvements	5,205
Total	5,454
Accumulated Depreciation	(926)
794 Shoreline WA | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,590
Buildings and Improvements	10,671
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	1,590
Buildings and Improvements	10,261
Total	11,851
Accumulated Depreciation	(3,442)
795 Shoreline WA | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	4,030
Buildings and Improvements	26,421
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	4,030
Buildings and Improvements	25,651
Total	29,681
Accumulated Depreciation	(8,542)
2061 Vancouver WA | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	513
Buildings and Improvements	4,556
Costs Capitalized Subsequent to Acquisition	263
Gross Amount at Which Carried As of Year End
Land	513
Buildings and Improvements	4,819
Total	5,332
Accumulated Depreciation	(1,092)
2062 Vancouver WA | Senior housing triple-net | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,498
Buildings and Improvements	9,997
Costs Capitalized Subsequent to Acquisition	211
Gross Amount at Which Carried As of Year End
Land	1,498
Buildings and Improvements	10,207
Total	11,705
Accumulated Depreciation	(1,787)
1974 Sun City AZ | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,640
Buildings and Improvements	33,223
Costs Capitalized Subsequent to Acquisition	3,260
Gross Amount at Which Carried As of Year End
Land	2,640
Buildings and Improvements	35,953
Total	38,593
Accumulated Depreciation	(10,613)
1965 Fresno CA | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,730
Buildings and Improvements	31,918
Costs Capitalized Subsequent to Acquisition	2,583
Gross Amount at Which Carried As of Year End
Land	1,730
Buildings and Improvements	34,071
Total	35,801
Accumulated Depreciation	(9,839)
2593 Irvine CA | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	8,220
Buildings and Improvements	14,104
Costs Capitalized Subsequent to Acquisition	3,191
Gross Amount at Which Carried As of Year End
Land	8,220
Buildings and Improvements	16,755
Total	24,975
Accumulated Depreciation	(3,846)
2792 Santa Rosa CA | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
2792 Santa Rosa CA | Senior housing | Operating segment
Initial Cost to Company
Land	3,582
Buildings and Improvements	21,113
Costs Capitalized Subsequent to Acquisition	2,314
Gross Amount at Which Carried As of Year End
Land	3,627
Buildings and Improvements	22,087
Total	25,714
Accumulated Depreciation	(6,971)
1966 Sun City CA | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,650
Buildings and Improvements	22,709
Costs Capitalized Subsequent to Acquisition	4,471
Gross Amount at Which Carried As of Year End
Land	2,650
Buildings and Improvements	26,725
Total	29,375
Accumulated Depreciation	(8,704)
2505 Arvada CO | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,788
Buildings and Improvements	29,896
Costs Capitalized Subsequent to Acquisition	1,744
Gross Amount at Which Carried As of Year End
Land	1,788
Buildings and Improvements	31,640
Total	33,428
Accumulated Depreciation	(3,885)
2506 Boulder CO | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,424
Buildings and Improvements	36,746
Costs Capitalized Subsequent to Acquisition	2,064
Gross Amount at Which Carried As of Year End
Land	2,424
Buildings and Improvements	38,810
Total	41,234
Accumulated Depreciation	(3,546)
2515 Denver CO | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,311
Buildings and Improvements	18,645
Costs Capitalized Subsequent to Acquisition	2,204
Gross Amount at Which Carried As of Year End
Land	2,311
Buildings and Improvements	20,849
Total	23,160
Accumulated Depreciation	(3,673)
2508 Lakewood CO | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	4,384
Buildings and Improvements	60,795
Costs Capitalized Subsequent to Acquisition	2,244
Gross Amount at Which Carried As of Year End
Land	4,384
Buildings and Improvements	63,039
Total	67,423
Accumulated Depreciation	(7,050)
2509 Lakewood CO | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,296
Buildings and Improvements	37,236
Costs Capitalized Subsequent to Acquisition	1,815
Gross Amount at Which Carried As of Year End
Land	2,296
Buildings and Improvements	39,051
Total	41,347
Accumulated Depreciation	(3,664)
2782 Glastonbury CT | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
2782 Glastonbury CT | Senior housing | Operating segment
Initial Cost to Company
Land	1,658
Buildings and Improvements	16,046
Costs Capitalized Subsequent to Acquisition	653
Gross Amount at Which Carried As of Year End
Land	1,658
Buildings and Improvements	16,699
Total	18,357
Accumulated Depreciation	(3,148)
2783 Torrington CT | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
2783 Torrington CT | Senior housing | Operating segment
Initial Cost to Company
Land	166
Buildings and Improvements	11,001
Costs Capitalized Subsequent to Acquisition	4,637
Gross Amount at Which Carried As of Year End
Land	166
Buildings and Improvements	15,228
Total	15,394
Accumulated Depreciation	(4,941)
2603 Boca Raton FL | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,415
Buildings and Improvements	17,923
Costs Capitalized Subsequent to Acquisition	2,062
Gross Amount at Which Carried As of Year End
Land	2,415
Buildings and Improvements	18,960
Total	21,375
Accumulated Depreciation	(5,124)
1963 Boynton Beach FL | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,550
Buildings and Improvements	31,521
Costs Capitalized Subsequent to Acquisition	4,971
Gross Amount at Which Carried As of Year End
Land	2,550
Buildings and Improvements	35,827
Total	38,377
Accumulated Depreciation	(11,022)
1964 Boynton Beach FL | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	570
Buildings and Improvements	5,649
Costs Capitalized Subsequent to Acquisition	2,550
Gross Amount at Which Carried As of Year End
Land	570
Buildings and Improvements	8,006
Total	8,576
Accumulated Depreciation	(3,052)
2602 Boynton Beach FL | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,270
Buildings and Improvements	4,773
Costs Capitalized Subsequent to Acquisition	4,124
Gross Amount at Which Carried As of Year End
Land	1,270
Buildings and Improvements	7,123
Total	8,393
Accumulated Depreciation	(1,589)
2520 Clearwater FL | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,250
Buildings and Improvements	2,627
Costs Capitalized Subsequent to Acquisition	2,284
Gross Amount at Which Carried As of Year End
Land	2,250
Buildings and Improvements	4,331
Total	6,581
Accumulated Depreciation	(1,353)
2604 Coconut Creek, FL | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,461
Buildings and Improvements	16,006
Costs Capitalized Subsequent to Acquisition	3,026
Gross Amount at Which Carried As of Year End
Land	2,461
Buildings and Improvements	17,598
Total	20,059
Accumulated Depreciation	(4,568)
2601 Delray Beach FL | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	850
Buildings and Improvements	6,637
Costs Capitalized Subsequent to Acquisition	3,139
Gross Amount at Which Carried As of Year End
Land	850
Buildings and Improvements	8,863
Total	9,713
Accumulated Depreciation	(2,587)
2517 Ft Lauderdale FL | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,867
Buildings and Improvements	43,126
Costs Capitalized Subsequent to Acquisition	4,806
Gross Amount at Which Carried As of Year End
Land	2,867
Buildings and Improvements	47,776
Total	50,643
Accumulated Depreciation	(6,847)
2592 Lantana FL | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	3,520
Buildings and Improvements	26,452
Costs Capitalized Subsequent to Acquisition	1,317
Gross Amount at Which Carried As of Year End
Land	3,520
Buildings and Improvements	26,969
Total	30,489
Accumulated Depreciation	(10,731)
2522 Lutz FL | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	902
Buildings and Improvements	15,169
Costs Capitalized Subsequent to Acquisition	2,494
Gross Amount at Which Carried As of Year End
Land	902
Buildings and Improvements	17,663
Total	18,565
Accumulated Depreciation	(1,759)
2523 Orange City FL | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	912
Buildings and Improvements	9,724
Costs Capitalized Subsequent to Acquisition	1,320
Gross Amount at Which Carried As of Year End
Land	912
Buildings and Improvements	11,044
Total	11,956
Accumulated Depreciation	(1,599)
2775 Port Orange FL | Senior housing | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,340
Buildings and Improvements	9,898
Costs Capitalized Subsequent to Acquisition	1,498
Gross Amount at Which Carried As of Year End
Land	2,340
Buildings and Improvements	10,875
Total	13,215
Accumulated Depreciation	(3,737)
2524 Port St Lucie FL | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	893
Buildings and Improvements	10,333
Costs Capitalized Subsequent to Acquisition	1,319
Gross Amount at Which Carried As of Year End
Land	893
Buildings and Improvements	11,652
Total	12,545
Accumulated Depreciation	(1,802)
1971 Sarasota FL | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	3,050
Buildings and Improvements	29,516
Costs Capitalized Subsequent to Acquisition	7,938
Gross Amount at Which Carried As of Year End
Land	3,050
Buildings and Improvements	37,025
Total	40,075
Accumulated Depreciation	(11,489)
2861 Springtree FL | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,066
Buildings and Improvements	15,874
Costs Capitalized Subsequent to Acquisition	1,451
Gross Amount at Which Carried As of Year End
Land	1,066
Buildings and Improvements	8,429
Total	9,495
Accumulated Depreciation	(3,258)
2526 Tamarac FL | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	970
Buildings and Improvements	16,037
Costs Capitalized Subsequent to Acquisition	1,577
Gross Amount at Which Carried As of Year End
Land	970
Buildings and Improvements	17,614
Total	18,584
Accumulated Depreciation	(1,943)
2527 Vero Beach FL | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,048
Buildings and Improvements	17,392
Costs Capitalized Subsequent to Acquisition	1,762
Gross Amount at Which Carried As of Year End
Land	1,048
Buildings and Improvements	19,154
Total	20,202
Accumulated Depreciation	(2,124)
2858 Canton GA | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
2858 Canton GA | Senior housing | Operating segment
Initial Cost to Company
Land	401
Buildings and Improvements	17,888
Costs Capitalized Subsequent to Acquisition	473
Gross Amount at Which Carried As of Year End
Land	401
Buildings and Improvements	6,609
Total	7,010
Accumulated Depreciation	(2,881)
2859 Bufford GA | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
2859 Bufford GA | Senior housing | Operating segment
Initial Cost to Company
Land	562
Buildings and Improvements	3,604
Costs Capitalized Subsequent to Acquisition	500
Gross Amount at Which Carried As of Year End
Land	562
Buildings and Improvements	4,104
Total	4,666
Accumulated Depreciation	(994)
2860 Bufford GA | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
2860 Bufford GA | Senior housing | Operating segment
Initial Cost to Company
Land	536
Buildings and Improvements	3,142
Costs Capitalized Subsequent to Acquisition	343
Gross Amount at Which Carried As of Year End
Land	536
Buildings and Improvements	3,485
Total	4,021
Accumulated Depreciation	(803)
2200 Deer Park IL | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	4,172
Buildings and Improvements	2,417
Costs Capitalized Subsequent to Acquisition	44,603
Gross Amount at Which Carried As of Year End
Land	4,229
Buildings and Improvements	44,546
Total	48,775
Accumulated Depreciation	(3,584)
1961 Olympia Fields IL | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	4,120
Buildings and Improvements	29,400
Costs Capitalized Subsequent to Acquisition	4,420
Gross Amount at Which Carried As of Year End
Land	4,120
Buildings and Improvements	33,294
Total	37,414
Accumulated Depreciation	(9,914)
1952 Vernon Hills IL | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	4,900
Buildings and Improvements	45,854
Costs Capitalized Subsequent to Acquisition	7,677
Gross Amount at Which Carried As of Year End
Land	4,900
Buildings and Improvements	52,835
Total	57,735
Accumulated Depreciation	(16,017)
2595 Indianapolis IN | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,197
Buildings and Improvements	7,718
Costs Capitalized Subsequent to Acquisition	1,092
Gross Amount at Which Carried As of Year End
Land	1,197
Buildings and Improvements	8,578
Total	9,775
Accumulated Depreciation	(2,448)
2596 W Lafayette IN | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	813
Buildings and Improvements	10,876
Costs Capitalized Subsequent to Acquisition	1,432
Gross Amount at Which Carried As of Year End
Land	813
Buildings and Improvements	8,011
Total	8,824
Accumulated Depreciation	(3,433)
2778 Louisville KY | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
2778 Louisville KY | Senior housing | Operating segment
Initial Cost to Company
Land	1,499
Buildings and Improvements	26,252
Costs Capitalized Subsequent to Acquisition	734
Gross Amount at Which Carried As of Year End
Land	1,513
Buildings and Improvements	26,138
Total	27,651
Accumulated Depreciation	(7,869)
2787 Plymouth MA | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
2787 Plymouth MA | Senior housing | Operating segment
Initial Cost to Company
Land	2,434
Buildings and Improvements	9,027
Costs Capitalized Subsequent to Acquisition	1,033
Gross Amount at Which Carried As of Year End
Land	2,438
Buildings and Improvements	9,260
Total	11,698
Accumulated Depreciation	(2,855)
2746 Watertown, MA | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	8,828
Buildings and Improvements	29,317
Costs Capitalized Subsequent to Acquisition	203
Gross Amount at Which Carried As of Year End
Land	8,828
Buildings and Improvements	29,520
Total	38,348
Accumulated Depreciation	(923)
2583 Ellicott City MD | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	18,985
Initial Cost to Company
Land	3,607
Buildings and Improvements	31,720
Costs Capitalized Subsequent to Acquisition	1,626
Gross Amount at Which Carried As of Year End
Land	3,607
Buildings and Improvements	33,346
Total	36,953
Accumulated Depreciation	(2,413)
2584 Hanover MD | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	8,839
Initial Cost to Company
Land	4,513
Buildings and Improvements	25,625
Costs Capitalized Subsequent to Acquisition	1,208
Gross Amount at Which Carried As of Year End
Land	4,513
Buildings and Improvements	26,833
Total	31,346
Accumulated Depreciation	(1,907)
2585 Laurel MD | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	5,733
Initial Cost to Company
Land	3,895
Buildings and Improvements	13,331
Costs Capitalized Subsequent to Acquisition	1,279
Gross Amount at Which Carried As of Year End
Land	3,895
Buildings and Improvements	14,610
Total	18,505
Accumulated Depreciation	(1,381)
2541 Olney MD | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,580
Buildings and Improvements	33,802
Costs Capitalized Subsequent to Acquisition	228
Gross Amount at Which Carried As of Year End
Land	1,580
Buildings and Improvements	34,030
Total	35,610
Accumulated Depreciation	(3,309)
2586 Parkville MD | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	20,485
Initial Cost to Company
Land	3,854
Buildings and Improvements	29,061
Costs Capitalized Subsequent to Acquisition	1,209
Gross Amount at Which Carried As of Year End
Land	3,854
Buildings and Improvements	30,270
Total	34,124
Accumulated Depreciation	(2,558)
2587 Waldorf MD | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	8,289
Initial Cost to Company
Land	392
Buildings and Improvements	20,514
Costs Capitalized Subsequent to Acquisition	868
Gross Amount at Which Carried As of Year End
Land	392
Buildings and Improvements	21,382
Total	21,774
Accumulated Depreciation	(1,507)
2788 Westminster MD | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
2788 Westminster MD | Senior housing | Operating segment
Initial Cost to Company
Land	768
Buildings and Improvements	5,251
Costs Capitalized Subsequent to Acquisition	1,963
Gross Amount at Which Carried As of Year End
Land	768
Buildings and Improvements	6,902
Total	7,670
Accumulated Depreciation	(2,908)
2776 Mooresville NC | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
2776 Mooresville NC | Senior housing | Operating segment
Initial Cost to Company
Land	2,538
Buildings and Improvements	37,617
Costs Capitalized Subsequent to Acquisition	2,114
Gross Amount at Which Carried As of Year End
Land	2,538
Buildings and Improvements	39,731
Total	42,269
Accumulated Depreciation	(6,653)
2780 Cherry Hill NJ | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
2780 Cherry Hill NJ | Senior housing | Operating segment
Initial Cost to Company
Land	2,420
Buildings and Improvements	11,042
Costs Capitalized Subsequent to Acquisition	2,545
Gross Amount at Which Carried As of Year End
Land	2,420
Buildings and Improvements	13,037
Total	15,457
Accumulated Depreciation	(4,374)
2781 Manahawkin NJ | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
2781 Manahawkin NJ | Senior housing | Operating segment
Initial Cost to Company
Land	921
Buildings and Improvements	9,927
Costs Capitalized Subsequent to Acquisition	891
Gross Amount at Which Carried As of Year End
Land	921
Buildings and Improvements	10,352
Total	11,273
Accumulated Depreciation	(3,544)
2779 Voorhees Township NJ | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
2779 Voorhees Township NJ | Senior housing | Operating segment
Initial Cost to Company
Land	900
Buildings and Improvements	7,629
Costs Capitalized Subsequent to Acquisition	934
Gross Amount at Which Carried As of Year End
Land	900
Buildings and Improvements	8,224
Total	9,124
Accumulated Depreciation	(3,542)
2589 Albuquerque NM | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	767
Buildings and Improvements	9,324
Costs Capitalized Subsequent to Acquisition	539
Gross Amount at Which Carried As of Year End
Land	767
Buildings and Improvements	9,364
Total	10,131
Accumulated Depreciation	(4,322)
2516 Centerville OH | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,065
Buildings and Improvements	10,901
Costs Capitalized Subsequent to Acquisition	1,658
Gross Amount at Which Carried As of Year End
Land	1,065
Buildings and Improvements	12,559
Total	13,624
Accumulated Depreciation	(2,337)
2512 Cincinnati OH | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,180
Buildings and Improvements	6,157
Costs Capitalized Subsequent to Acquisition	2,702
Gross Amount at Which Carried As of Year End
Land	1,180
Buildings and Improvements	8,859
Total	10,039
Accumulated Depreciation	(2,137)
2597 Fairborn OH | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	298
Buildings and Improvements	10,704
Costs Capitalized Subsequent to Acquisition	3,983
Gross Amount at Which Carried As of Year End
Land	298
Buildings and Improvements	14,456
Total	14,754
Accumulated Depreciation	(4,140)
2789 Portland OR | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	16,087
Costs Capitalized Subsequent to Acquisition	486
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	16,573
Total	16,573
Accumulated Depreciation	(2,512)
1962 Warwick RI | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,050
Buildings and Improvements	17,389
Costs Capitalized Subsequent to Acquisition	5,807
Gross Amount at Which Carried As of Year End
Land	1,050
Buildings and Improvements	22,841
Total	23,891
Accumulated Depreciation	(6,867)
2401 Germantown TN | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	3,640
Buildings and Improvements	64,588
Costs Capitalized Subsequent to Acquisition	528
Gross Amount at Which Carried As of Year End
Land	3,640
Buildings and Improvements	65,116
Total	68,756
Accumulated Depreciation	(7,538)
2784 Arlington TX | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
2784 Arlington TX | Senior housing | Operating segment
Initial Cost to Company
Land	2,494
Buildings and Improvements	12,192
Costs Capitalized Subsequent to Acquisition	576
Gross Amount at Which Carried As of Year End
Land	2,540
Buildings and Improvements	12,012
Total	14,552
Accumulated Depreciation	(3,622)
2608 Arlington TX | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,002
Buildings and Improvements	19,110
Costs Capitalized Subsequent to Acquisition	239
Gross Amount at Which Carried As of Year End
Land	2,002
Buildings and Improvements	18,968
Total	20,970
Accumulated Depreciation	(5,553)
2531 Austin TX | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	607
Buildings and Improvements	15,972
Costs Capitalized Subsequent to Acquisition	573
Gross Amount at Which Carried As of Year End
Land	607
Buildings and Improvements	16,545
Total	17,152
Accumulated Depreciation	(1,624)
2786 Friendswood TX | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	400
Buildings and Improvements	7,354
Costs Capitalized Subsequent to Acquisition	723
Gross Amount at Which Carried As of Year End
Land	400
Buildings and Improvements	7,756
Total	8,156
Accumulated Depreciation	(2,776)
2529 Grand Prairie TX | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	865
Buildings and Improvements	10,650
Costs Capitalized Subsequent to Acquisition	1,395
Gross Amount at Which Carried As of Year End
Land	865
Buildings and Improvements	12,045
Total	12,910
Accumulated Depreciation	(1,728)
1955 Houston TX | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	9,820
Buildings and Improvements	50,079
Costs Capitalized Subsequent to Acquisition	11,978
Gross Amount at Which Carried As of Year End
Land	9,820
Buildings and Improvements	60,746
Total	70,566
Accumulated Depreciation	(19,773)
1957 Houston TX | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	8,170
Buildings and Improvements	37,285
Costs Capitalized Subsequent to Acquisition	6,545
Gross Amount at Which Carried As of Year End
Land	8,170
Buildings and Improvements	42,999
Total	51,169
Accumulated Depreciation	(13,451)
2785 Houston TX | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	835
Buildings and Improvements	7,195
Costs Capitalized Subsequent to Acquisition	671
Gross Amount at Which Carried As of Year End
Land	835
Buildings and Improvements	7,866
Total	8,701
Accumulated Depreciation	(3,557)
2402 Houston TX | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,740
Buildings and Improvements	32,057
Costs Capitalized Subsequent to Acquisition	153
Gross Amount at Which Carried As of Year End
Land	1,740
Buildings and Improvements	32,210
Total	33,950
Accumulated Depreciation	(3,840)
2606 Houston TX | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,470
Buildings and Improvements	21,710
Costs Capitalized Subsequent to Acquisition	4,132
Gross Amount at Which Carried As of Year End
Land	2,470
Buildings and Improvements	24,992
Total	27,462
Accumulated Depreciation	(11,297)
2530 North Richland Hills TX | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,190
Buildings and Improvements	17,756
Costs Capitalized Subsequent to Acquisition	1,493
Gross Amount at Which Carried As of Year End
Land	1,190
Buildings and Improvements	19,249
Total	20,439
Accumulated Depreciation	(2,434)
2532 San Antonio Tx | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	613
Buildings and Improvements	5,874
Costs Capitalized Subsequent to Acquisition	1,027
Gross Amount at Which Carried As of Year End
Land	613
Buildings and Improvements	6,901
Total	7,514
Accumulated Depreciation	(1,367)
2607 San Antonio TX | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	730
Buildings and Improvements	3,961
Costs Capitalized Subsequent to Acquisition	421
Gross Amount at Which Carried As of Year End
Land	730
Buildings and Improvements	4,067
Total	4,797
Accumulated Depreciation	(1,500)
2533 San Marcos TX | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	765
Buildings and Improvements	18,175
Costs Capitalized Subsequent to Acquisition	996
Gross Amount at Which Carried As of Year End
Land	765
Buildings and Improvements	19,171
Total	19,936
Accumulated Depreciation	(1,980)
1954 Sugar Land TX | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	3,420
Buildings and Improvements	36,846
Costs Capitalized Subsequent to Acquisition	6,275
Gross Amount at Which Carried As of Year End
Land	3,420
Buildings and Improvements	42,422
Total	45,842
Accumulated Depreciation	(13,190)
2510 Temple TX | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,354
Buildings and Improvements	52,859
Costs Capitalized Subsequent to Acquisition	1,384
Gross Amount at Which Carried As of Year End
Land	2,354
Buildings and Improvements	54,243
Total	56,597
Accumulated Depreciation	(5,438)
2400 Victoria, TX | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,032
Buildings and Improvements	7,743
Costs Capitalized Subsequent to Acquisition	2,406
Gross Amount at Which Carried As of Year End
Land	1,032
Buildings and Improvements	9,253
Total	10,285
Accumulated Depreciation	(1,347)
2605 Victoria, TX | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	175
Buildings and Improvements	4,290
Costs Capitalized Subsequent to Acquisition	5,589
Gross Amount at Which Carried As of Year End
Land	175
Buildings and Improvements	8,424
Total	8,599
Accumulated Depreciation	(2,878)
1953 Webster, TX | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	4,780
Buildings and Improvements	30,854
Costs Capitalized Subsequent to Acquisition	8,547
Gross Amount at Which Carried As of Year End
Land	4,780
Buildings and Improvements	35,409
Total	40,189
Accumulated Depreciation	(9,958)
2582 Fredericksburg VA | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,370
Buildings and Improvements	19,725
Costs Capitalized Subsequent to Acquisition	157
Gross Amount at Which Carried As of Year End
Land	2,370
Buildings and Improvements	19,882
Total	22,252
Accumulated Depreciation	(1,260)
2581 Leesburg VA | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	12,039
Initial Cost to Company
Land	1,340
Buildings and Improvements	17,605
Costs Capitalized Subsequent to Acquisition	1,054
Gross Amount at Which Carried As of Year End
Land	1,340
Buildings and Improvements	18,659
Total	19,999
Accumulated Depreciation	(1,304)
2514 Richmond VA | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,981
Buildings and Improvements	54,203
Costs Capitalized Subsequent to Acquisition	2,437
Gross Amount at Which Carried As of Year End
Land	2,981
Buildings and Improvements	56,640
Total	59,621
Accumulated Depreciation	(5,253)
2777 Sterling VA | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,046
Buildings and Improvements	15,788
Costs Capitalized Subsequent to Acquisition	599
Gross Amount at Which Carried As of Year End
Land	1,046
Buildings and Improvements	16,378
Total	17,424
Accumulated Depreciation	(2,690)
2790 Bellevue WA | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	3,734
Buildings and Improvements	16,171
Costs Capitalized Subsequent to Acquisition	775
Gross Amount at Which Carried As of Year End
Land	3,737
Buildings and Improvements	16,224
Total	19,961
Accumulated Depreciation	(5,014)
2791 Kenmore WA | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	3,284
Buildings and Improvements	16,641
Costs Capitalized Subsequent to Acquisition	694
Gross Amount at Which Carried As of Year End
Land	3,284
Buildings and Improvements	17,335
Total	20,619
Accumulated Depreciation	(2,954)
2745 Madison, WI | SHOP | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	834
Buildings and Improvements	10,050
Costs Capitalized Subsequent to Acquisition	449
Gross Amount at Which Carried As of Year End
Land	834
Buildings and Improvements	10,499
Total	11,333
Accumulated Depreciation	(2,116)
1483 Brisbane CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	8,498
Buildings and Improvements	500
Costs Capitalized Subsequent to Acquisition	5,740
Gross Amount at Which Carried As of Year End
Land	8,498
Buildings and Improvements	6,240
Total	14,738
Accumulated Depreciation	0
1484 Brisbane CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	11,331
Buildings and Improvements	689
Costs Capitalized Subsequent to Acquisition	8,775
Gross Amount at Which Carried As of Year End
Land	11,331
Buildings and Improvements	9,464
Total	20,795
Accumulated Depreciation	0
1485 Brisbane CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	11,331
Buildings and Improvements	600
Costs Capitalized Subsequent to Acquisition	7,648
Gross Amount at Which Carried As of Year End
Land	11,331
Buildings and Improvements	8,248
Total	19,579
Accumulated Depreciation	0
1486 Brisbane, CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	11,331
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition	75,700
Gross Amount at Which Carried As of Year End
Land	11,331
Buildings and Improvements	75,700
Total	87,031
Accumulated Depreciation	0
1487 Brisbane, CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	8,498
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition	6,940
Gross Amount at Which Carried As of Year End
Land	8,498
Buildings and Improvements	6,940
Total	15,438
Accumulated Depreciation	0
1401 Hayward CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	900
Buildings and Improvements	7,100
Costs Capitalized Subsequent to Acquisition	1,746
Gross Amount at Which Carried As of Year End
Land	900
Buildings and Improvements	7,992
Total	8,892
Accumulated Depreciation	(2,077)
1402 Hayward CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,500
Buildings and Improvements	6,400
Costs Capitalized Subsequent to Acquisition	3,682
Gross Amount at Which Carried As of Year End
Land	1,719
Buildings and Improvements	9,863
Total	11,582
Accumulated Depreciation	(4,881)
1403 Hayward CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,900
Buildings and Improvements	7,100
Costs Capitalized Subsequent to Acquisition	4,722
Gross Amount at Which Carried As of Year End
Land	1,900
Buildings and Improvements	11,568
Total	13,468
Accumulated Depreciation	(3,734)
1404 Hayward CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,200
Buildings and Improvements	17,200
Costs Capitalized Subsequent to Acquisition	1,402
Gross Amount at Which Carried As of Year End
Land	2,200
Buildings and Improvements	18,602
Total	20,802
Accumulated Depreciation	(4,987)
1405 Hayward CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,000
Buildings and Improvements	3,200
Costs Capitalized Subsequent to Acquisition	7,478
Gross Amount at Which Carried As of Year End
Land	1,000
Buildings and Improvements	10,678
Total	11,678
Accumulated Depreciation	(7,239)
1549 Hayward CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,006
Buildings and Improvements	4,259
Costs Capitalized Subsequent to Acquisition	3,463
Gross Amount at Which Carried As of Year End
Land	1,055
Buildings and Improvements	6,409
Total	7,464
Accumulated Depreciation	(3,005)
1550 Hayward CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	677
Buildings and Improvements	2,761
Costs Capitalized Subsequent to Acquisition	5,583
Gross Amount at Which Carried As of Year End
Land	710
Buildings and Improvements	2,836
Total	3,546
Accumulated Depreciation	(1,695)
1551 Hayward CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	661
Buildings and Improvements	1,995
Costs Capitalized Subsequent to Acquisition	4,632
Gross Amount at Which Carried As of Year End
Land	693
Buildings and Improvements	5,489
Total	6,182
Accumulated Depreciation	(3,885)
1552 Hayward CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,187
Buildings and Improvements	7,139
Costs Capitalized Subsequent to Acquisition	1,346
Gross Amount at Which Carried As of Year End
Land	1,222
Buildings and Improvements	8,094
Total	9,316
Accumulated Depreciation	(3,874)
1553 Hayward CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,189
Buildings and Improvements	9,465
Costs Capitalized Subsequent to Acquisition	7,361
Gross Amount at Which Carried As of Year End
Land	1,225
Buildings and Improvements	16,265
Total	17,490
Accumulated Depreciation	(6,377)
1554 Hayward CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,246
Buildings and Improvements	5,179
Costs Capitalized Subsequent to Acquisition	3,332
Gross Amount at Which Carried As of Year End
Land	1,283
Buildings and Improvements	7,599
Total	8,882
Accumulated Depreciation	(3,070)
1555 Hayward CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,521
Buildings and Improvements	13,546
Costs Capitalized Subsequent to Acquisition	6,401
Gross Amount at Which Carried As of Year End
Land	1,566
Buildings and Improvements	19,888
Total	21,454
Accumulated Depreciation	(8,316)
1556 Hayward CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,212
Buildings and Improvements	5,120
Costs Capitalized Subsequent to Acquisition	3,661
Gross Amount at Which Carried As of Year End
Land	1,249
Buildings and Improvements	5,828
Total	7,077
Accumulated Depreciation	(2,324)
1424 La Jolla CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	9,600
Buildings and Improvements	25,283
Costs Capitalized Subsequent to Acquisition	9,309
Gross Amount at Which Carried As of Year End
Land	9,719
Buildings and Improvements	32,286
Total	42,005
Accumulated Depreciation	(10,326)
1425 La Jolla CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	6,200
Buildings and Improvements	19,883
Costs Capitalized Subsequent to Acquisition	431
Gross Amount at Which Carried As of Year End
Land	6,276
Buildings and Improvements	20,228
Total	26,504
Accumulated Depreciation	(5,764)
1426 La Jolla CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	7,200
Buildings and Improvements	12,412
Costs Capitalized Subsequent to Acquisition	12,379
Gross Amount at Which Carried As of Year End
Land	7,287
Buildings and Improvements	21,690
Total	28,977
Accumulated Depreciation	(6,393)
1427 La Jolla CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	8,700
Buildings and Improvements	16,983
Costs Capitalized Subsequent to Acquisition	6,273
Gross Amount at Which Carried As of Year End
Land	8,767
Buildings and Improvements	21,894
Total	30,661
Accumulated Depreciation	(8,488)
1949 La Jolla CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,686
Buildings and Improvements	11,045
Costs Capitalized Subsequent to Acquisition	769
Gross Amount at Which Carried As of Year End
Land	2,686
Buildings and Improvements	11,474
Total	14,160
Accumulated Depreciation	(3,106)
2229 La Jolla CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	8,753
Buildings and Improvements	32,528
Costs Capitalized Subsequent to Acquisition	7,427
Gross Amount at Which Carried As of Year End
Land	8,777
Buildings and Improvements	39,791
Total	48,568
Accumulated Depreciation	(5,363)
1470 Poway CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	5,826
Buildings and Improvements	12,200
Costs Capitalized Subsequent to Acquisition	6,048
Gross Amount at Which Carried As of Year End
Land	5,826
Buildings and Improvements	12,542
Total	18,368
Accumulated Depreciation	(3,515)
1471 Poway CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	5,978
Buildings and Improvements	14,200
Costs Capitalized Subsequent to Acquisition	4,253
Gross Amount at Which Carried As of Year End
Land	5,978
Buildings and Improvements	14,200
Total	20,178
Accumulated Depreciation	(4,053)
1472 Poway CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	8,654
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition	11,906
Gross Amount at Which Carried As of Year End
Land	8,654
Buildings and Improvements	11,906
Total	20,560
Accumulated Depreciation	(1,692)
1473 Poway, CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	11,024
Buildings and Improvements	2,405
Costs Capitalized Subsequent to Acquisition	26,213
Gross Amount at Which Carried As of Year End
Land	11,024
Buildings and Improvements	28,618
Total	39,642
Accumulated Depreciation	0
1474 Poway, CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	5,051
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition	8,345
Gross Amount at Which Carried As of Year End
Land	5,051
Buildings and Improvements	8,345
Total	13,396
Accumulated Depreciation	0
1475 Poway, CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	5,655
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition	9,051
Gross Amount at Which Carried As of Year End
Land	5,655
Buildings and Improvements	9,051
Total	14,706
Accumulated Depreciation	0
1478 Poway CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	6,700
Buildings and Improvements	14,400
Costs Capitalized Subsequent to Acquisition	6,145
Gross Amount at Which Carried As of Year End
Land	6,700
Buildings and Improvements	14,400
Total	21,100
Accumulated Depreciation	(4,110)
1499 Redwood City CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	3,400
Buildings and Improvements	5,500
Costs Capitalized Subsequent to Acquisition	2,631
Gross Amount at Which Carried As of Year End
Land	3,407
Buildings and Improvements	7,231
Total	10,638
Accumulated Depreciation	(2,881)
1500 Redwood City CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,500
Buildings and Improvements	4,100
Costs Capitalized Subsequent to Acquisition	1,220
Gross Amount at Which Carried As of Year End
Land	2,506
Buildings and Improvements	4,563
Total	7,069
Accumulated Depreciation	(1,657)
1501 Redwood City CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	3,600
Buildings and Improvements	4,600
Costs Capitalized Subsequent to Acquisition	860
Gross Amount at Which Carried As of Year End
Land	3,607
Buildings and Improvements	5,024
Total	8,631
Accumulated Depreciation	(1,892)
1502 Redwood City CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	3,100
Buildings and Improvements	5,100
Costs Capitalized Subsequent to Acquisition	954
Gross Amount at Which Carried As of Year End
Land	3,107
Buildings and Improvements	5,801
Total	8,908
Accumulated Depreciation	(2,157)
1503 Redwood City CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	4,800
Buildings and Improvements	17,300
Costs Capitalized Subsequent to Acquisition	3,794
Gross Amount at Which Carried As of Year End
Land	4,818
Buildings and Improvements	21,076
Total	25,894
Accumulated Depreciation	(6,984)
1504 Redwood City CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	5,400
Buildings and Improvements	15,500
Costs Capitalized Subsequent to Acquisition	10,450
Gross Amount at Which Carried As of Year End
Land	5,418
Buildings and Improvements	25,932
Total	31,350
Accumulated Depreciation	(4,889)
1505 Redwood City CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	3,000
Buildings and Improvements	3,500
Costs Capitalized Subsequent to Acquisition	826
Gross Amount at Which Carried As of Year End
Land	3,006
Buildings and Improvements	4,115
Total	7,121
Accumulated Depreciation	(1,842)
1506 Redwood City CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	6,000
Buildings and Improvements	14,300
Costs Capitalized Subsequent to Acquisition	14,556
Gross Amount at Which Carried As of Year End
Land	6,018
Buildings and Improvements	28,230
Total	34,248
Accumulated Depreciation	(6,207)
1507 Redwood City CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,900
Buildings and Improvements	12,800
Costs Capitalized Subsequent to Acquisition	13,559
Gross Amount at Which Carried As of Year End
Land	1,912
Buildings and Improvements	26,347
Total	28,259
Accumulated Depreciation	(8,935)
1508 Redwood City CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,700
Buildings and Improvements	11,300
Costs Capitalized Subsequent to Acquisition	12,120
Gross Amount at Which Carried As of Year End
Land	2,712
Buildings and Improvements	23,408
Total	26,120
Accumulated Depreciation	(7,055)
1509 Redwood City CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,700
Buildings and Improvements	10,900
Costs Capitalized Subsequent to Acquisition	10,476
Gross Amount at Which Carried As of Year End
Land	2,712
Buildings and Improvements	20,841
Total	23,553
Accumulated Depreciation	(8,950)
1510 Redwood City CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,200
Buildings and Improvements	12,000
Costs Capitalized Subsequent to Acquisition	5,515
Gross Amount at Which Carried As of Year End
Land	2,212
Buildings and Improvements	13,621
Total	15,833
Accumulated Depreciation	(3,912)
1511 Redwood City CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,600
Buildings and Improvements	9,300
Costs Capitalized Subsequent to Acquisition	2,031
Gross Amount at Which Carried As of Year End
Land	2,612
Buildings and Improvements	10,764
Total	13,376
Accumulated Depreciation	(2,992)
1512 Redwood City CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	3,300
Buildings and Improvements	18,000
Costs Capitalized Subsequent to Acquisition	12,425
Gross Amount at Which Carried As of Year End
Land	3,300
Buildings and Improvements	30,425
Total	33,725
Accumulated Depreciation	(9,824)
1513 Redwood City CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	3,300
Buildings and Improvements	17,900
Costs Capitalized Subsequent to Acquisition	14,794
Gross Amount at Which Carried As of Year End
Land	3,326
Buildings and Improvements	32,668
Total	35,994
Accumulated Depreciation	(11,920)
678 San Diego CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,603
Buildings and Improvements	11,051
Costs Capitalized Subsequent to Acquisition	3,143
Gross Amount at Which Carried As of Year End
Land	2,603
Buildings and Improvements	14,194
Total	16,797
Accumulated Depreciation	(4,995)
679 San Diego CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	5,269
Buildings and Improvements	23,566
Costs Capitalized Subsequent to Acquisition	21,860
Gross Amount at Which Carried As of Year End
Land	5,669
Buildings and Improvements	41,726
Total	47,395
Accumulated Depreciation	(13,463)
837 San Diego CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	4,630
Buildings and Improvements	2,028
Costs Capitalized Subsequent to Acquisition	8,982
Gross Amount at Which Carried As of Year End
Land	4,630
Buildings and Improvements	7,850
Total	12,480
Accumulated Depreciation	(4,139)
838 San Diego CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,040
Buildings and Improvements	903
Costs Capitalized Subsequent to Acquisition	5,111
Gross Amount at Which Carried As of Year End
Land	2,040
Buildings and Improvements	6,014
Total	8,054
Accumulated Depreciation	(2,710)
839 San Diego CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	3,940
Buildings and Improvements	3,184
Costs Capitalized Subsequent to Acquisition	5,733
Gross Amount at Which Carried As of Year End
Land	4,047
Buildings and Improvements	5,591
Total	9,638
Accumulated Depreciation	(2,245)
840 San Diego CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	5,690
Buildings and Improvements	4,579
Costs Capitalized Subsequent to Acquisition	789
Gross Amount at Which Carried As of Year End
Land	5,830
Buildings and Improvements	4,802
Total	10,632
Accumulated Depreciation	(1,747)
1418 San Diego CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	11,700
Buildings and Improvements	31,243
Costs Capitalized Subsequent to Acquisition	6,408
Gross Amount at Which Carried As of Year End
Land	11,700
Buildings and Improvements	37,651
Total	49,351
Accumulated Depreciation	(14,414)
1420 San Diego CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	6,524
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition	5,327
Gross Amount at Which Carried As of Year End
Land	6,524
Buildings and Improvements	5,327
Total	11,851
Accumulated Depreciation	0
1421 San Diego CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	7,000
Buildings and Improvements	33,779
Costs Capitalized Subsequent to Acquisition	1,209
Gross Amount at Which Carried As of Year End
Land	7,000
Buildings and Improvements	34,988
Total	41,988
Accumulated Depreciation	(10,073)
1422 San Diego CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	7,179
Buildings and Improvements	3,687
Costs Capitalized Subsequent to Acquisition	4,681
Gross Amount at Which Carried As of Year End
Land	7,336
Buildings and Improvements	8,211
Total	15,547
Accumulated Depreciation	(2,911)
1423 San Diego CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	8,400
Buildings and Improvements	33,144
Costs Capitalized Subsequent to Acquisition	466
Gross Amount at Which Carried As of Year End
Land	8,400
Buildings and Improvements	33,610
Total	42,010
Accumulated Depreciation	(9,467)
1514 San Diego CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	5,200
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	5,200
Buildings and Improvements	0
Total	5,200
Accumulated Depreciation	0
1558 San Diego CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	7,740
Buildings and Improvements	22,654
Costs Capitalized Subsequent to Acquisition	3,461
Gross Amount at Which Carried As of Year End
Land	7,888
Buildings and Improvements	24,736
Total	32,624
Accumulated Depreciation	(7,051)
1947 San Diego CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,581
Buildings and Improvements	10,534
Costs Capitalized Subsequent to Acquisition	4,164
Gross Amount at Which Carried As of Year End
Land	2,581
Buildings and Improvements	14,698
Total	17,279
Accumulated Depreciation	(3,905)
1948 San Diego CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	5,879
Buildings and Improvements	25,305
Costs Capitalized Subsequent to Acquisition	2,619
Gross Amount at Which Carried As of Year End
Land	5,879
Buildings and Improvements	26,741
Total	32,620
Accumulated Depreciation	(7,767)
2197 San Diego CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	7,621
Buildings and Improvements	3,913
Costs Capitalized Subsequent to Acquisition	8,150
Gross Amount at Which Carried As of Year End
Land	7,626
Buildings and Improvements	10,767
Total	18,393
Accumulated Depreciation	(2,868)
2476 San Diego CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	7,661
Buildings and Improvements	9,918
Costs Capitalized Subsequent to Acquisition	5,388
Gross Amount at Which Carried As of Year End
Land	7,661
Buildings and Improvements	15,306
Total	22,967
Accumulated Depreciation	(194)
2477 San Diego CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	9,207
Buildings and Improvements	14,613
Costs Capitalized Subsequent to Acquisition	6,543
Gross Amount at Which Carried As of Year End
Land	9,207
Buildings and Improvements	21,156
Total	30,363
Accumulated Depreciation	(1,779)
2478 San Diego CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	6,000
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition	517
Gross Amount at Which Carried As of Year End
Land	6,000
Buildings and Improvements	517
Total	6,517
Accumulated Depreciation	0
2617 San Diego, CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,734
Buildings and Improvements	5,195
Costs Capitalized Subsequent to Acquisition	8,494
Gross Amount at Which Carried As of Year End
Land	2,734
Buildings and Improvements	13,689
Total	16,423
Accumulated Depreciation	0
2618 San Diego, CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	4,100
Buildings and Improvements	12,395
Costs Capitalized Subsequent to Acquisition	69
Gross Amount at Which Carried As of Year End
Land	4,100
Buildings and Improvements	12,464
Total	16,564
Accumulated Depreciation	(860)
2622 San Diego, CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition	5,899
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	5,899
Total	5,899
Accumulated Depreciation	0
2872 San Diego CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	10,120
Buildings and Improvements	38,351
Costs Capitalized Subsequent to Acquisition	1,265
Gross Amount at Which Carried As of Year End
Land	10,120
Buildings and Improvements	39,616
Total	49,736
Accumulated Depreciation	(121)
2873 San Diego CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	6,052
Buildings and Improvements	14,122
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	6,052
Buildings and Improvements	14,122
Total	20,174
Accumulated Depreciation	(52)
1407 South San Francisco CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	7,182
Buildings and Improvements	12,140
Costs Capitalized Subsequent to Acquisition	9,752
Gross Amount at Which Carried As of Year End
Land	7,186
Buildings and Improvements	13,134
Total	20,320
Accumulated Depreciation	(4,173)
1408 South San Francisco CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	9,000
Buildings and Improvements	17,800
Costs Capitalized Subsequent to Acquisition	1,460
Gross Amount at Which Carried As of Year End
Land	9,000
Buildings and Improvements	18,237
Total	27,237
Accumulated Depreciation	(5,160)
1409 South San Francisco CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	18,000
Buildings and Improvements	38,043
Costs Capitalized Subsequent to Acquisition	5,248
Gross Amount at Which Carried As of Year End
Land	18,000
Buildings and Improvements	43,291
Total	61,291
Accumulated Depreciation	(12,226)
1410 South San Francisco CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	4,900
Buildings and Improvements	18,100
Costs Capitalized Subsequent to Acquisition	6,506
Gross Amount at Which Carried As of Year End
Land	4,900
Buildings and Improvements	24,606
Total	29,506
Accumulated Depreciation	(5,067)
1411 South San Francisco CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	8,000
Buildings and Improvements	27,700
Costs Capitalized Subsequent to Acquisition	2,812
Gross Amount at Which Carried As of Year End
Land	8,000
Buildings and Improvements	30,512
Total	38,512
Accumulated Depreciation	(7,701)
1412 South San Francisco CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	10,100
Buildings and Improvements	22,521
Costs Capitalized Subsequent to Acquisition	2,222
Gross Amount at Which Carried As of Year End
Land	10,100
Buildings and Improvements	24,504
Total	34,604
Accumulated Depreciation	(6,981)
1413 South San Francisco CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	8,000
Buildings and Improvements	28,299
Costs Capitalized Subsequent to Acquisition	7,826
Gross Amount at Which Carried As of Year End
Land	8,000
Buildings and Improvements	36,125
Total	44,125
Accumulated Depreciation	(8,450)
1414 South San Francisco CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	3,700
Buildings and Improvements	20,800
Costs Capitalized Subsequent to Acquisition	2,248
Gross Amount at Which Carried As of Year End
Land	3,700
Buildings and Improvements	22,845
Total	26,545
Accumulated Depreciation	(6,881)
1430 South San Francisco CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	10,700
Buildings and Improvements	23,621
Costs Capitalized Subsequent to Acquisition	9,224
Gross Amount at Which Carried As of Year End
Land	10,700
Buildings and Improvements	31,485
Total	42,185
Accumulated Depreciation	(6,318)
1431 South San Francisco CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	7,000
Buildings and Improvements	15,500
Costs Capitalized Subsequent to Acquisition	5,096
Gross Amount at Which Carried As of Year End
Land	7,000
Buildings and Improvements	20,596
Total	27,596
Accumulated Depreciation	(4,608)
1435 South San Francisco CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	13,800
Buildings and Improvements	42,500
Costs Capitalized Subsequent to Acquisition	37,058
Gross Amount at Which Carried As of Year End
Land	13,800
Buildings and Improvements	79,558
Total	93,358
Accumulated Depreciation	(22,319)
1436 South San Francisco CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	14,500
Buildings and Improvements	45,300
Costs Capitalized Subsequent to Acquisition	36,935
Gross Amount at Which Carried As of Year End
Land	14,500
Buildings and Improvements	82,235
Total	96,735
Accumulated Depreciation	(22,804)
1437 South San Francisco CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	9,400
Buildings and Improvements	24,800
Costs Capitalized Subsequent to Acquisition	50,276
Gross Amount at Which Carried As of Year End
Land	9,400
Buildings and Improvements	73,506
Total	82,906
Accumulated Depreciation	(18,430)
1439 South San Francisco CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	11,900
Buildings and Improvements	68,848
Costs Capitalized Subsequent to Acquisition	95
Gross Amount at Which Carried As of Year End
Land	11,900
Buildings and Improvements	68,943
Total	80,843
Accumulated Depreciation	(19,674)
1440 South San Francisco CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	10,000
Buildings and Improvements	57,954
Costs Capitalized Subsequent to Acquisition	448
Gross Amount at Which Carried As of Year End
Land	10,000
Buildings and Improvements	58,402
Total	68,402
Accumulated Depreciation	(16,543)
1441 South San Francisco CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	9,300
Buildings and Improvements	43,549
Costs Capitalized Subsequent to Acquisition	8
Gross Amount at Which Carried As of Year End
Land	9,300
Buildings and Improvements	43,557
Total	52,857
Accumulated Depreciation	(12,432)
1442 South San Francisco CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	11,000
Buildings and Improvements	47,289
Costs Capitalized Subsequent to Acquisition	91
Gross Amount at Which Carried As of Year End
Land	11,000
Buildings and Improvements	47,380
Total	58,380
Accumulated Depreciation	(13,561)
1443 South San Francisco CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	13,200
Buildings and Improvements	60,932
Costs Capitalized Subsequent to Acquisition	2,642
Gross Amount at Which Carried As of Year End
Land	13,200
Buildings and Improvements	63,574
Total	76,774
Accumulated Depreciation	(17,643)
1444 South San Francisco CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	10,500
Buildings and Improvements	33,776
Costs Capitalized Subsequent to Acquisition	360
Gross Amount at Which Carried As of Year End
Land	10,500
Buildings and Improvements	34,136
Total	44,636
Accumulated Depreciation	(9,874)
1445 South San Francisco CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	10,600
Buildings and Improvements	34,083
Costs Capitalized Subsequent to Acquisition	9
Gross Amount at Which Carried As of Year End
Land	10,600
Buildings and Improvements	34,092
Total	44,692
Accumulated Depreciation	(9,730)
1458 South San Francisco CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	10,900
Buildings and Improvements	20,900
Costs Capitalized Subsequent to Acquisition	8,704
Gross Amount at Which Carried As of Year End
Land	10,909
Buildings and Improvements	24,372
Total	35,281
Accumulated Depreciation	(8,268)
1459 South San Francisco CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	3,600
Buildings and Improvements	100
Costs Capitalized Subsequent to Acquisition	276
Gross Amount at Which Carried As of Year End
Land	3,600
Buildings and Improvements	376
Total	3,976
Accumulated Depreciation	(94)
1460 South San Francisco CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,300
Buildings and Improvements	100
Costs Capitalized Subsequent to Acquisition	145
Gross Amount at Which Carried As of Year End
Land	2,300
Buildings and Improvements	245
Total	2,545
Accumulated Depreciation	(100)
1461 South San Francisco CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	3,900
Buildings and Improvements	200
Costs Capitalized Subsequent to Acquisition	267
Gross Amount at Which Carried As of Year End
Land	3,900
Buildings and Improvements	467
Total	4,367
Accumulated Depreciation	(200)
1462 South San Francisco CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	7,117
Buildings and Improvements	600
Costs Capitalized Subsequent to Acquisition	4,939
Gross Amount at Which Carried As of Year End
Land	7,117
Buildings and Improvements	5,191
Total	12,308
Accumulated Depreciation	(2,438)
1463 South San Francisco CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	10,381
Buildings and Improvements	2,300
Costs Capitalized Subsequent to Acquisition	20,647
Gross Amount at Which Carried As of Year End
Land	10,381
Buildings and Improvements	20,599
Total	30,980
Accumulated Depreciation	(4,210)
1464 South San Francisco CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	7,403
Buildings and Improvements	700
Costs Capitalized Subsequent to Acquisition	11,638
Gross Amount at Which Carried As of Year End
Land	7,403
Buildings and Improvements	7,987
Total	15,390
Accumulated Depreciation	(1,670)
1468 South San Francisco CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	10,100
Buildings and Improvements	24,013
Costs Capitalized Subsequent to Acquisition	4,774
Gross Amount at Which Carried As of Year End
Land	10,100
Buildings and Improvements	26,642
Total	36,742
Accumulated Depreciation	(8,863)
1480 South San Francisco CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	32,210
Buildings and Improvements	3,110
Costs Capitalized Subsequent to Acquisition	11,653
Gross Amount at Which Carried As of Year End
Land	32,210
Buildings and Improvements	14,763
Total	46,973
Accumulated Depreciation	0
1559 South San Francisco CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	5,666
Buildings and Improvements	5,773
Costs Capitalized Subsequent to Acquisition	12,970
Gross Amount at Which Carried As of Year End
Land	5,695
Buildings and Improvements	18,645
Total	24,340
Accumulated Depreciation	(12,153)
1560 South San Francisco CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,204
Buildings and Improvements	1,293
Costs Capitalized Subsequent to Acquisition	2,627
Gross Amount at Which Carried As of Year End
Land	1,210
Buildings and Improvements	3,799
Total	5,009
Accumulated Depreciation	(1,421)
1983 South San Francisco CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	8,648
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition	95,927
Gross Amount at Which Carried As of Year End
Land	8,648
Buildings and Improvements	95,927
Total	104,575
Accumulated Depreciation	(10,795)
1984 South San Francisco CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	7,845
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition	84,580
Gross Amount at Which Carried As of Year End
Land	7,844
Buildings and Improvements	84,581
Total	92,425
Accumulated Depreciation	(6,250)
1985 South San Francisco CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	6,708
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition	120,735
Gross Amount at Which Carried As of Year End
Land	6,708
Buildings and Improvements	120,735
Total	127,443
Accumulated Depreciation	(7,119)
1986 South San Francisco, CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	6,708
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition	106,278
Gross Amount at Which Carried As of Year End
Land	6,708
Buildings and Improvements	106,278
Total	112,986
Accumulated Depreciation	(4,392)
1987 South San Francisco CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	8,544
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition	143,536
Gross Amount at Which Carried As of Year End
Land	8,544
Buildings and Improvements	143,536
Total	152,080
Accumulated Depreciation	0
1988 South San Francisco, CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	10,120
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition	11,437
Gross Amount at Which Carried As of Year End
Land	10,120
Buildings and Improvements	11,437
Total	21,557
Accumulated Depreciation	0
1989 South San Francisco CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	9,169
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition	22,380
Gross Amount at Which Carried As of Year End
Land	9,169
Buildings and Improvements	22,380
Total	31,549
Accumulated Depreciation	0
2553 South San Francisco CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,897
Buildings and Improvements	8,691
Costs Capitalized Subsequent to Acquisition	2,824
Gross Amount at Which Carried As of Year End
Land	2,897
Buildings and Improvements	11,515
Total	14,412
Accumulated Depreciation	(1,297)
2554 South San Francisco CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	995
Buildings and Improvements	2,754
Costs Capitalized Subsequent to Acquisition	1,930
Gross Amount at Which Carried As of Year End
Land	995
Buildings and Improvements	4,684
Total	5,679
Accumulated Depreciation	(276)
2555 South San Francisco CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,202
Buildings and Improvements	10,776
Costs Capitalized Subsequent to Acquisition	578
Gross Amount at Which Carried As of Year End
Land	2,202
Buildings and Improvements	11,354
Total	13,556
Accumulated Depreciation	(1,048)
2556 South San Francisco CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,962
Buildings and Improvements	15,108
Costs Capitalized Subsequent to Acquisition	210
Gross Amount at Which Carried As of Year End
Land	2,962
Buildings and Improvements	15,318
Total	18,280
Accumulated Depreciation	(1,356)
2557 South San Francisco CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,453
Buildings and Improvements	13,063
Costs Capitalized Subsequent to Acquisition	3,616
Gross Amount at Which Carried As of Year End
Land	2,453
Buildings and Improvements	16,679
Total	19,132
Accumulated Depreciation	(1,418)
2558 South San Francisco CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,163
Buildings and Improvements	5,925
Costs Capitalized Subsequent to Acquisition	58
Gross Amount at Which Carried As of Year End
Land	1,163
Buildings and Improvements	5,983
Total	7,146
Accumulated Depreciation	(531)
2614 South San Francisco CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	5,079
Buildings and Improvements	8,584
Costs Capitalized Subsequent to Acquisition	1,330
Gross Amount at Which Carried As of Year End
Land	5,083
Buildings and Improvements	9,261
Total	14,344
Accumulated Depreciation	(3,110)
2615 South San Francisco CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	7,984
Buildings and Improvements	13,495
Costs Capitalized Subsequent to Acquisition	3,243
Gross Amount at Which Carried As of Year End
Land	7,988
Buildings and Improvements	16,719
Total	24,707
Accumulated Depreciation	(6,514)
2616 South San Francisco CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	8,355
Buildings and Improvements	14,121
Costs Capitalized Subsequent to Acquisition	1,876
Gross Amount at Which Carried As of Year End
Land	8,358
Buildings and Improvements	14,565
Total	22,923
Accumulated Depreciation	(4,722)
2624 South San Francisco, CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	25,502
Buildings and Improvements	42,910
Costs Capitalized Subsequent to Acquisition	5,081
Gross Amount at Which Carried As of Year End
Land	25,502
Buildings and Improvements	47,945
Total	73,447
Accumulated Depreciation	(2,064)
2870 South San Francisco CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	23,297
Buildings and Improvements	41,797
Costs Capitalized Subsequent to Acquisition	5,324
Gross Amount at Which Carried As of Year End
Land	23,297
Buildings and Improvements	47,121
Total	70,418
Accumulated Depreciation	0
2871 South San Francisco CA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	20,293
Buildings and Improvements	41,262
Costs Capitalized Subsequent to Acquisition	12,476
Gross Amount at Which Carried As of Year End
Land	20,293
Buildings and Improvements	53,738
Total	74,031
Accumulated Depreciation	(125)
9999 Denton TX | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	100
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	100
Buildings and Improvements	0
Total	100
Accumulated Depreciation	0
2630 Lexington, MA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	16,411
Buildings and Improvements	49,681
Costs Capitalized Subsequent to Acquisition	415
Gross Amount at Which Carried As of Year End
Land	16,411
Buildings and Improvements	50,096
Total	66,507
Accumulated Depreciation	(2,502)
2631 Lexington, MA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	7,759
Buildings and Improvements	142,081
Costs Capitalized Subsequent to Acquisition	14,269
Gross Amount at Which Carried As of Year End
Land	7,759
Buildings and Improvements	156,350
Total	164,109
Accumulated Depreciation	(4,724)
2632 Lexington MA | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	21,390
Costs Capitalized Subsequent to Acquisition	21,055
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	42,445
Total	42,445
Accumulated Depreciation	0
2011 Durham NC | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	5,399
Initial Cost to Company
Land	448
Buildings and Improvements	6,152
Costs Capitalized Subsequent to Acquisition	21,524
Gross Amount at Which Carried As of Year End
Land	448
Buildings and Improvements	27,639
Total	28,087
Accumulated Depreciation	(6,291)
2030 Durham NC | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,920
Buildings and Improvements	5,661
Costs Capitalized Subsequent to Acquisition	34,187
Gross Amount at Which Carried As of Year End
Land	1,920
Buildings and Improvements	39,848
Total	41,768
Accumulated Depreciation	(8,964)
464 Salt Lake City UT | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	630
Buildings and Improvements	6,921
Costs Capitalized Subsequent to Acquisition	2,562
Gross Amount at Which Carried As of Year End
Land	630
Buildings and Improvements	9,483
Total	10,113
Accumulated Depreciation	(3,571)
465 Salt Lake City UT | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	125
Buildings and Improvements	6,368
Costs Capitalized Subsequent to Acquisition	68
Gross Amount at Which Carried As of Year End
Land	125
Buildings and Improvements	6,436
Total	6,561
Accumulated Depreciation	(2,527)
466 Salt Lake City UT | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	14,614
Costs Capitalized Subsequent to Acquisition	7
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	14,621
Total	14,621
Accumulated Depreciation	(5,200)
507 Salt Lake City UT | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	280
Buildings and Improvements	4,345
Costs Capitalized Subsequent to Acquisition	231
Gross Amount at Which Carried As of Year End
Land	280
Buildings and Improvements	4,350
Total	4,630
Accumulated Depreciation	(1,593)
799 Salt Lake City UT | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	14,600
Costs Capitalized Subsequent to Acquisition	90
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	14,690
Total	14,690
Accumulated Depreciation	(4,343)
1593 Salt Lake City UT | Life science | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	23,998
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	23,998
Total	23,998
Accumulated Depreciation	(6,121)
638 Anchorage AK | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,456
Buildings and Improvements	10,650
Costs Capitalized Subsequent to Acquisition	12,360
Gross Amount at Which Carried As of Year End
Land	1,456
Buildings and Improvements	22,957
Total	24,413
Accumulated Depreciation	(7,603)
2572 Springdale AR | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	27,714
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	27,714
Total	27,714
Accumulated Depreciation	(1,833)
520 Chandler AZ | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	3,669
Buildings and Improvements	13,503
Costs Capitalized Subsequent to Acquisition	6,460
Gross Amount at Which Carried As of Year End
Land	3,749
Buildings and Improvements	18,696
Total	22,445
Accumulated Depreciation	(5,558)
2040 Mesa AZ | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	17,314
Costs Capitalized Subsequent to Acquisition	1,303
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	18,431
Total	18,431
Accumulated Depreciation	(2,990)
468 Oro Valley AZ | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,050
Buildings and Improvements	6,774
Costs Capitalized Subsequent to Acquisition	983
Gross Amount at Which Carried As of Year End
Land	1,084
Buildings and Improvements	7,148
Total	8,232
Accumulated Depreciation	(3,093)
356 Phoenix AZ | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	780
Buildings and Improvements	3,199
Costs Capitalized Subsequent to Acquisition	2,795
Gross Amount at Which Carried As of Year End
Land	865
Buildings and Improvements	4,987
Total	5,852
Accumulated Depreciation	(2,228)
470 Phoenix AZ | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	280
Buildings and Improvements	877
Costs Capitalized Subsequent to Acquisition	166
Gross Amount at Which Carried As of Year End
Land	280
Buildings and Improvements	1,008
Total	1,288
Accumulated Depreciation	(386)
1066 Scottsdale AZ | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	5,115
Buildings and Improvements	14,064
Costs Capitalized Subsequent to Acquisition	4,215
Gross Amount at Which Carried As of Year End
Land	4,839
Buildings and Improvements	17,150
Total	21,989
Accumulated Depreciation	(5,695)
2021 Scottsdale AZ | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	12,312
Costs Capitalized Subsequent to Acquisition	2,153
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	14,238
Total	14,238
Accumulated Depreciation	(4,586)
2022 Scottsdale AZ | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	9,179
Costs Capitalized Subsequent to Acquisition	1,684
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	10,713
Total	10,713
Accumulated Depreciation	(3,598)
2023 Scottsdale AZ | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	6,398
Costs Capitalized Subsequent to Acquisition	1,597
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	7,860
Total	7,860
Accumulated Depreciation	(2,380)
2024 Scottsdale AZ | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	9,522
Costs Capitalized Subsequent to Acquisition	905
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	10,427
Total	10,427
Accumulated Depreciation	(2,930)
2025 Scottsdale AZ | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	4,102
Costs Capitalized Subsequent to Acquisition	1,805
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	5,756
Total	5,756
Accumulated Depreciation	(1,999)
2026 Scottsdale AZ | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	3,655
Costs Capitalized Subsequent to Acquisition	2,112
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	5,692
Total	5,692
Accumulated Depreciation	(1,389)
2027 Scottsdale AZ | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	7,168
Costs Capitalized Subsequent to Acquisition	2,179
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	9,230
Total	9,230
Accumulated Depreciation	(2,627)
2028 Scottsdale AZ | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	6,659
Costs Capitalized Subsequent to Acquisition	3,658
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	10,317
Total	10,317
Accumulated Depreciation	(2,384)
453 Tucson AZ | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	215
Buildings and Improvements	6,318
Costs Capitalized Subsequent to Acquisition	1,464
Gross Amount at Which Carried As of Year End
Land	326
Buildings and Improvements	7,113
Total	7,439
Accumulated Depreciation	(3,710)
556 Tucson AZ | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	215
Buildings and Improvements	3,940
Costs Capitalized Subsequent to Acquisition	1,613
Gross Amount at Which Carried As of Year End
Land	267
Buildings and Improvements	5,073
Total	5,340
Accumulated Depreciation	(1,783)
1041 Brentwood CA | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	30,864
Costs Capitalized Subsequent to Acquisition	3,135
Gross Amount at Which Carried As of Year End
Land	309
Buildings and Improvements	32,911
Total	33,220
Accumulated Depreciation	(10,485)
1200 Encino CA | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	6,151
Buildings and Improvements	10,438
Costs Capitalized Subsequent to Acquisition	4,890
Gross Amount at Which Carried As of Year End
Land	6,646
Buildings and Improvements	13,427
Total	20,073
Accumulated Depreciation	(5,175)
436 Murietta CA | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	400
Buildings and Improvements	9,266
Costs Capitalized Subsequent to Acquisition	4,755
Gross Amount at Which Carried As of Year End
Land	638
Buildings and Improvements	12,319
Total	12,957
Accumulated Depreciation	(6,168)
239 Poway CA | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,700
Buildings and Improvements	10,839
Costs Capitalized Subsequent to Acquisition	4,239
Gross Amount at Which Carried As of Year End
Land	2,887
Buildings and Improvements	12,603
Total	15,490
Accumulated Depreciation	(6,904)
2654 Riverside, CA | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,758
Buildings and Improvements	9,908
Costs Capitalized Subsequent to Acquisition	214
Gross Amount at Which Carried As of Year End
Land	2,758
Buildings and Improvements	10,122
Total	12,880
Accumulated Depreciation	(443)
318 Sacramento CA | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,860
Buildings and Improvements	37,566
Costs Capitalized Subsequent to Acquisition	27,503
Gross Amount at Which Carried As of Year End
Land	2,911
Buildings and Improvements	65,005
Total	67,916
Accumulated Depreciation	(14,223)
2404 Sacramento CA | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,268
Buildings and Improvements	5,109
Costs Capitalized Subsequent to Acquisition	594
Gross Amount at Which Carried As of Year End
Land	1,299
Buildings and Improvements	5,672
Total	6,971
Accumulated Depreciation	(926)
234 San Diego CA | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,848
Buildings and Improvements	5,879
Costs Capitalized Subsequent to Acquisition	1,450
Gross Amount at Which Carried As of Year End
Land	3,009
Buildings and Improvements	4,981
Total	7,990
Accumulated Depreciation	(3,361)
235 San Diego CA | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,863
Buildings and Improvements	8,913
Costs Capitalized Subsequent to Acquisition	2,913
Gross Amount at Which Carried As of Year End
Land	3,068
Buildings and Improvements	8,154
Total	11,222
Accumulated Depreciation	(5,437)
236 San Diego CA | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	4,619
Buildings and Improvements	19,370
Costs Capitalized Subsequent to Acquisition	4,023
Gross Amount at Which Carried As of Year End
Land	4,711
Buildings and Improvements	16,004
Total	20,715
Accumulated Depreciation	(9,933)
421 San Diego CA | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,910
Buildings and Improvements	19,984
Costs Capitalized Subsequent to Acquisition	16,349
Gross Amount at Which Carried As of Year End
Land	2,964
Buildings and Improvements	34,960
Total	37,924
Accumulated Depreciation	(10,037)
564 San Jose CA | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,935
Buildings and Improvements	1,728
Costs Capitalized Subsequent to Acquisition	2,756
Gross Amount at Which Carried As of Year End
Land	1,935
Buildings and Improvements	3,283
Total	5,218
Accumulated Depreciation	(1,476)
565 San Jose CA | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,460
Buildings and Improvements	7,672
Costs Capitalized Subsequent to Acquisition	958
Gross Amount at Which Carried As of Year End
Land	1,460
Buildings and Improvements	8,149
Total	9,609
Accumulated Depreciation	(3,215)
659 Los Gatos CA | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,718
Buildings and Improvements	3,124
Costs Capitalized Subsequent to Acquisition	662
Gross Amount at Which Carried As of Year End
Land	1,758
Buildings and Improvements	3,632
Total	5,390
Accumulated Depreciation	(1,487)
439 Valencia CA | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,300
Buildings and Improvements	6,967
Costs Capitalized Subsequent to Acquisition	4,054
Gross Amount at Which Carried As of Year End
Land	2,404
Buildings and Improvements	8,855
Total	11,259
Accumulated Depreciation	(4,035)
1211 Valencia CA | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,344
Buildings and Improvements	7,507
Costs Capitalized Subsequent to Acquisition	797
Gross Amount at Which Carried As of Year End
Land	1,383
Buildings and Improvements	7,965
Total	9,348
Accumulated Depreciation	(2,552)
440 West Hills CA | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,100
Buildings and Improvements	11,595
Costs Capitalized Subsequent to Acquisition	4,472
Gross Amount at Which Carried As of Year End
Land	2,259
Buildings and Improvements	12,284
Total	14,543
Accumulated Depreciation	(6,231)
728 Aurora CO | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	8,764
Costs Capitalized Subsequent to Acquisition	3,082
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	9,273
Total	9,273
Accumulated Depreciation	(3,701)
1196 Aurora CO | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	210
Buildings and Improvements	12,362
Costs Capitalized Subsequent to Acquisition	7,310
Gross Amount at Which Carried As of Year End
Land	210
Buildings and Improvements	18,828
Total	19,038
Accumulated Depreciation	(4,677)
1197 Aurora CO | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	200
Buildings and Improvements	8,414
Costs Capitalized Subsequent to Acquisition	5,729
Gross Amount at Which Carried As of Year End
Land	285
Buildings and Improvements	13,482
Total	13,767
Accumulated Depreciation	(3,935)
882 Colorado Springs CO | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	12,933
Costs Capitalized Subsequent to Acquisition	11,273
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	19,512
Total	19,512
Accumulated Depreciation	(5,300)
1199 Denver CO | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	493
Buildings and Improvements	7,897
Costs Capitalized Subsequent to Acquisition	1,865
Gross Amount at Which Carried As of Year End
Land	622
Buildings and Improvements	9,367
Total	9,989
Accumulated Depreciation	(3,916)
808 Englewood CO | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	8,616
Costs Capitalized Subsequent to Acquisition	9,472
Gross Amount at Which Carried As of Year End
Land	11
Buildings and Improvements	16,904
Total	16,915
Accumulated Depreciation	(7,304)
809 Englewood CO | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	8,449
Costs Capitalized Subsequent to Acquisition	4,510
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	11,508
Total	11,508
Accumulated Depreciation	(4,680)
810 Englewood CO | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	8,040
Costs Capitalized Subsequent to Acquisition	13,144
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	18,828
Total	18,828
Accumulated Depreciation	(5,465)
811 Englewood CO | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	8,472
Costs Capitalized Subsequent to Acquisition	5,951
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	12,747
Total	12,747
Accumulated Depreciation	(4,403)
2658 Highlands Ranch, CO | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,637
Buildings and Improvements	10,063
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	1,637
Buildings and Improvements	10,063
Total	11,700
Accumulated Depreciation	(387)
812 Littleton CO | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	4,562
Costs Capitalized Subsequent to Acquisition	2,561
Gross Amount at Which Carried As of Year End
Land	257
Buildings and Improvements	5,816
Total	6,073
Accumulated Depreciation	(2,497)
813 Littleton CO | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	4,926
Costs Capitalized Subsequent to Acquisition	2,326
Gross Amount at Which Carried As of Year End
Land	106
Buildings and Improvements	6,456
Total	6,562
Accumulated Depreciation	(2,375)
570 Lone Tree CO | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition	20,148
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	19,410
Total	19,410
Accumulated Depreciation	(7,306)
666 Lone Tree CO | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	23,274
Costs Capitalized Subsequent to Acquisition	3,384
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	25,328
Total	25,328
Accumulated Depreciation	(8,783)
2233 Lone Tree CO | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	6,734
Costs Capitalized Subsequent to Acquisition	30,176
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	37,573
Total	37,573
Accumulated Depreciation	(4,704)
1076 Parker CO | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	13,388
Costs Capitalized Subsequent to Acquisition	1,112
Gross Amount at Which Carried As of Year End
Land	8
Buildings and Improvements	14,240
Total	14,248
Accumulated Depreciation	(4,728)
510 Thornton CO | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	236
Buildings and Improvements	10,206
Costs Capitalized Subsequent to Acquisition	4,332
Gross Amount at Which Carried As of Year End
Land	454
Buildings and Improvements	13,741
Total	14,195
Accumulated Depreciation	(5,710)
434 Atlantis FL | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	2,027
Costs Capitalized Subsequent to Acquisition	462
Gross Amount at Which Carried As of Year End
Land	5
Buildings and Improvements	2,269
Total	2,274
Accumulated Depreciation	(1,152)
435 Atlantis FL | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	2,000
Costs Capitalized Subsequent to Acquisition	1,190
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	2,578
Total	2,578
Accumulated Depreciation	(1,210)
602 Atlantis FL | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	455
Buildings and Improvements	2,231
Costs Capitalized Subsequent to Acquisition	1,006
Gross Amount at Which Carried As of Year End
Land	455
Buildings and Improvements	2,879
Total	3,334
Accumulated Depreciation	(1,079)
604 Englewood FL | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	170
Buildings and Improvements	1,134
Costs Capitalized Subsequent to Acquisition	495
Gross Amount at Which Carried As of Year End
Land	226
Buildings and Improvements	1,346
Total	1,572
Accumulated Depreciation	(561)
609 Kissimmee FL | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	788
Buildings and Improvements	174
Costs Capitalized Subsequent to Acquisition	649
Gross Amount at Which Carried As of Year End
Land	788
Buildings and Improvements	721
Total	1,509
Accumulated Depreciation	(290)
610 Kissimmee FL | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	481
Buildings and Improvements	347
Costs Capitalized Subsequent to Acquisition	790
Gross Amount at Which Carried As of Year End
Land	494
Buildings and Improvements	901
Total	1,395
Accumulated Depreciation	(484)
671 Kissimmee FL | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	7,574
Costs Capitalized Subsequent to Acquisition	2,637
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	8,483
Total	8,483
Accumulated Depreciation	(3,016)
603 Lake Worth FL | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,507
Buildings and Improvements	2,894
Costs Capitalized Subsequent to Acquisition	1,807
Gross Amount at Which Carried As of Year End
Land	1,507
Buildings and Improvements	4,562
Total	6,069
Accumulated Depreciation	(2,211)
612 Margate FL | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,553
Buildings and Improvements	6,898
Costs Capitalized Subsequent to Acquisition	1,811
Gross Amount at Which Carried As of Year End
Land	1,553
Buildings and Improvements	8,364
Total	9,917
Accumulated Depreciation	(3,025)
613 Miami FL | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	4,392
Buildings and Improvements	11,841
Costs Capitalized Subsequent to Acquisition	5,072
Gross Amount at Which Carried As of Year End
Land	4,392
Buildings and Improvements	14,740
Total	19,132
Accumulated Depreciation	(5,581)
2202 Miami FL | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	13,123
Costs Capitalized Subsequent to Acquisition	4,918
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	17,903
Total	17,903
Accumulated Depreciation	(3,791)
2203 Miami FL | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	8,877
Costs Capitalized Subsequent to Acquisition	3,245
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	12,111
Total	12,111
Accumulated Depreciation	(2,243)
1067 Milton FL | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	8,566
Costs Capitalized Subsequent to Acquisition	356
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	8,903
Total	8,903
Accumulated Depreciation	(2,781)
2577 Naples FL | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	29,186
Costs Capitalized Subsequent to Acquisition	97
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	29,283
Total	29,283
Accumulated Depreciation	(1,805)
2578 Naples FL | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	18,819
Costs Capitalized Subsequent to Acquisition	433
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	19,252
Total	19,252
Accumulated Depreciation	(989)
563 Orlando FL | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,144
Buildings and Improvements	5,136
Costs Capitalized Subsequent to Acquisition	14,659
Gross Amount at Which Carried As of Year End
Land	11,769
Buildings and Improvements	8,479
Total	20,248
Accumulated Depreciation	(4,606)
833 Pace FL | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	10,309
Costs Capitalized Subsequent to Acquisition	3,528
Gross Amount at Which Carried As of Year End
Land	26
Buildings and Improvements	11,517
Total	11,543
Accumulated Depreciation	(3,302)
834 Pensacola FL | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	11,166
Costs Capitalized Subsequent to Acquisition	478
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	11,644
Total	11,644
Accumulated Depreciation	(3,612)
614 Plantation FL | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	969
Buildings and Improvements	3,241
Costs Capitalized Subsequent to Acquisition	1,754
Gross Amount at Which Carried As of Year End
Land	1,017
Buildings and Improvements	4,246
Total	5,263
Accumulated Depreciation	(1,638)
673 Plantation FL | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,091
Buildings and Improvements	7,176
Costs Capitalized Subsequent to Acquisition	2,002
Gross Amount at Which Carried As of Year End
Land	1,091
Buildings and Improvements	8,724
Total	9,815
Accumulated Depreciation	(2,970)
2579 Punta Gorda FL | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	9,379
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	9,379
Total	9,379
Accumulated Depreciation	(559)
2833 St. Petersburg FL | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	13,754
Costs Capitalized Subsequent to Acquisition	10,904
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	22,810
Total	22,810
Accumulated Depreciation	(6,704)
2836 Tampa FL | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,967
Buildings and Improvements	6,602
Costs Capitalized Subsequent to Acquisition	7,747
Gross Amount at Which Carried As of Year End
Land	2,425
Buildings and Improvements	11,056
Total	13,481
Accumulated Depreciation	(4,844)
1058 Blue Ridge, GA | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	3,231
Costs Capitalized Subsequent to Acquisition	260
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	3,473
Total	3,473
Accumulated Depreciation	(1,030)
2576 Statesboro GA | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	10,234
Costs Capitalized Subsequent to Acquisition	120
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	10,354
Total	10,354
Accumulated Depreciation	(823)
1065 Marion IL | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	99
Buildings and Improvements	11,538
Costs Capitalized Subsequent to Acquisition	2,075
Gross Amount at Which Carried As of Year End
Land	100
Buildings and Improvements	13,184
Total	13,284
Accumulated Depreciation	(3,883)
1057 Newburgh IN | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	14,019
Costs Capitalized Subsequent to Acquisition	5,383
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	19,394
Total	19,394
Accumulated Depreciation	(5,950)
2039 Kansas City KS | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	440
Buildings and Improvements	2,173
Costs Capitalized Subsequent to Acquisition	17
Gross Amount at Which Carried As of Year End
Land	448
Buildings and Improvements	2,182
Total	2,630
Accumulated Depreciation	(438)
2043 Overland Park KS | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	7,668
Costs Capitalized Subsequent to Acquisition	947
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	8,615
Total	8,615
Accumulated Depreciation	(1,603)
483 Wichita KS | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	530
Buildings and Improvements	3,341
Costs Capitalized Subsequent to Acquisition	713
Gross Amount at Which Carried As of Year End
Land	530
Buildings and Improvements	3,617
Total	4,147
Accumulated Depreciation	(1,323)
1064 Lexington KY | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	12,726
Costs Capitalized Subsequent to Acquisition	1,381
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	13,863
Total	13,863
Accumulated Depreciation	(4,851)
735 Louisville KY | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	936
Buildings and Improvements	8,426
Costs Capitalized Subsequent to Acquisition	8,002
Gross Amount at Which Carried As of Year End
Land	1,232
Buildings and Improvements	13,584
Total	14,816
Accumulated Depreciation	(10,052)
737 Louisville KY | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	835
Buildings and Improvements	27,627
Costs Capitalized Subsequent to Acquisition	7,344
Gross Amount at Which Carried As of Year End
Land	878
Buildings and Improvements	33,344
Total	34,222
Accumulated Depreciation	(12,665)
738 Louisville KY | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	780
Buildings and Improvements	8,582
Costs Capitalized Subsequent to Acquisition	6,189
Gross Amount at Which Carried As of Year End
Land	851
Buildings and Improvements	12,514
Total	13,365
Accumulated Depreciation	(8,055)
739 Louisville KY | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	826
Buildings and Improvements	13,814
Costs Capitalized Subsequent to Acquisition	1,992
Gross Amount at Which Carried As of Year End
Land	832
Buildings and Improvements	14,277
Total	15,109
Accumulated Depreciation	(5,127)
2834 Louisville KY | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,983
Buildings and Improvements	13,171
Costs Capitalized Subsequent to Acquisition	5,188
Gross Amount at Which Carried As of Year End
Land	2,991
Buildings and Improvements	17,068
Total	20,059
Accumulated Depreciation	(7,916)
1944 Louisville KY | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	788
Buildings and Improvements	2,414
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	788
Buildings and Improvements	2,414
Total	3,202
Accumulated Depreciation	(773)
1945 Louisville KY | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	3,255
Buildings and Improvements	28,644
Costs Capitalized Subsequent to Acquisition	1,393
Gross Amount at Which Carried As of Year End
Land	3,291
Buildings and Improvements	29,700
Total	32,991
Accumulated Depreciation	(8,126)
1946 Louisville KY | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	430
Buildings and Improvements	6,125
Costs Capitalized Subsequent to Acquisition	197
Gross Amount at Which Carried As of Year End
Land	430
Buildings and Improvements	6,322
Total	6,752
Accumulated Depreciation	(1,682)
2237 Louisville KY | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,519
Buildings and Improvements	15,386
Costs Capitalized Subsequent to Acquisition	3,741
Gross Amount at Which Carried As of Year End
Land	1,618
Buildings and Improvements	19,022
Total	20,640
Accumulated Depreciation	(3,185)
2238 Louisville KY | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,334
Buildings and Improvements	12,172
Costs Capitalized Subsequent to Acquisition	1,786
Gross Amount at Which Carried As of Year End
Land	1,511
Buildings and Improvements	13,701
Total	15,212
Accumulated Depreciation	(2,590)
2239 Louisville KY | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,644
Buildings and Improvements	10,832
Costs Capitalized Subsequent to Acquisition	5,748
Gross Amount at Which Carried As of Year End
Land	2,041
Buildings and Improvements	16,183
Total	18,224
Accumulated Depreciation	(2,886)
1324 Haverhill MA | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	800
Buildings and Improvements	8,537
Costs Capitalized Subsequent to Acquisition	2,327
Gross Amount at Which Carried As of Year End
Land	869
Buildings and Improvements	9,128
Total	9,997
Accumulated Depreciation	(2,763)
1213 Ellicott City MD | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,115
Buildings and Improvements	3,206
Costs Capitalized Subsequent to Acquisition	3,001
Gross Amount at Which Carried As of Year End
Land	1,222
Buildings and Improvements	5,203
Total	6,425
Accumulated Depreciation	(2,362)
361 Glen Burnie MD | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	670
Buildings and Improvements	5,085
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	670
Buildings and Improvements	5,085
Total	5,755
Accumulated Depreciation	(2,857)
1052 Towson MD | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	14,233
Costs Capitalized Subsequent to Acquisition	3,754
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	12,684
Total	12,684
Accumulated Depreciation	(3,816)
2650 Biddeford, ME | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,949
Buildings and Improvements	12,244
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	1,949
Buildings and Improvements	12,244
Total	14,193
Accumulated Depreciation	(458)
240 Minneapolis MN | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	117
Buildings and Improvements	13,213
Costs Capitalized Subsequent to Acquisition	4,070
Gross Amount at Which Carried As of Year End
Land	117
Buildings and Improvements	16,704
Total	16,821
Accumulated Depreciation	(9,159)
300 Minneapolis MN | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	160
Buildings and Improvements	10,131
Costs Capitalized Subsequent to Acquisition	4,659
Gross Amount at Which Carried As of Year End
Land	160
Buildings and Improvements	13,604
Total	13,764
Accumulated Depreciation	(7,418)
2032 Independence MO | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	48,025
Costs Capitalized Subsequent to Acquisition	2,304
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	50,329
Total	50,329
Accumulated Depreciation	(7,787)
1078 Flowood MS | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	8,413
Costs Capitalized Subsequent to Acquisition	1,233
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	8,979
Total	8,979
Accumulated Depreciation	(2,619)
1059 Jackson MS | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	8,868
Costs Capitalized Subsequent to Acquisition	167
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	9,027
Total	9,027
Accumulated Depreciation	(2,759)
1060 Jackson MS | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	7,187
Costs Capitalized Subsequent to Acquisition	2,217
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	9,161
Total	9,161
Accumulated Depreciation	(3,329)
1068 Omaha NE | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	16,243
Costs Capitalized Subsequent to Acquisition	1,499
Gross Amount at Which Carried As of Year End
Land	17
Buildings and Improvements	17,367
Total	17,384
Accumulated Depreciation	(5,560)
2651 Charlotte, NC | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,001
Buildings and Improvements	11,217
Costs Capitalized Subsequent to Acquisition	37
Gross Amount at Which Carried As of Year End
Land	2,001
Buildings and Improvements	11,254
Total	13,255
Accumulated Depreciation	(419)
2655 Wilmington, NC | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,341
Buildings and Improvements	17,376
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	1,341
Buildings and Improvements	17,376
Total	18,717
Accumulated Depreciation	(704)
2656 Wilmington, NC | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,071
Buildings and Improvements	11,592
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	2,071
Buildings and Improvements	11,592
Total	13,663
Accumulated Depreciation	(429)
2657 Shallotte, NC | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	918
Buildings and Improvements	3,609
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	918
Buildings and Improvements	3,609
Total	4,527
Accumulated Depreciation	(184)
2647 Concord, NH | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,961
Buildings and Improvements	23,516
Costs Capitalized Subsequent to Acquisition	85
Gross Amount at Which Carried As of Year End
Land	1,961
Buildings and Improvements	23,601
Total	25,562
Accumulated Depreciation	(925)
2648 Concord, NH | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	815
Buildings and Improvements	8,902
Costs Capitalized Subsequent to Acquisition	136
Gross Amount at Which Carried As of Year End
Land	815
Buildings and Improvements	9,038
Total	9,853
Accumulated Depreciation	(371)
2649 Epsom, NH | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	919
Buildings and Improvements	5,868
Costs Capitalized Subsequent to Acquisition	18
Gross Amount at Which Carried As of Year End
Land	919
Buildings and Improvements	5,886
Total	6,805
Accumulated Depreciation	(320)
729 Albuquerque NM | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	5,380
Costs Capitalized Subsequent to Acquisition	757
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	5,746
Total	5,746
Accumulated Depreciation	(1,880)
348 Elko NV | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	55
Buildings and Improvements	2,637
Costs Capitalized Subsequent to Acquisition	22
Gross Amount at Which Carried As of Year End
Land	55
Buildings and Improvements	2,659
Total	2,714
Accumulated Depreciation	(1,509)
571 Las Vegas NV | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition	19,618
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	18,200
Total	18,200
Accumulated Depreciation	(6,870)
660 Las Vegas NV | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,121
Buildings and Improvements	4,363
Costs Capitalized Subsequent to Acquisition	6,756
Gross Amount at Which Carried As of Year End
Land	1,328
Buildings and Improvements	8,395
Total	9,723
Accumulated Depreciation	(3,362)
661 Las Vegas NV | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,305
Buildings and Improvements	4,829
Costs Capitalized Subsequent to Acquisition	6,057
Gross Amount at Which Carried As of Year End
Land	2,447
Buildings and Improvements	9,458
Total	11,905
Accumulated Depreciation	(4,481)
662 Las Vegas NV | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	3,480
Buildings and Improvements	12,305
Costs Capitalized Subsequent to Acquisition	6,385
Gross Amount at Which Carried As of Year End
Land	3,480
Buildings and Improvements	15,850
Total	19,330
Accumulated Depreciation	(5,842)
663 Las Vegas NV | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,717
Buildings and Improvements	3,597
Costs Capitalized Subsequent to Acquisition	11,588
Gross Amount at Which Carried As of Year End
Land	1,724
Buildings and Improvements	13,468
Total	15,192
Accumulated Depreciation	(3,086)
664 Las Vegas NV | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,172
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition	633
Gross Amount at Which Carried As of Year End
Land	1,805
Buildings and Improvements	0
Total	1,805
Accumulated Depreciation	(116)
691 Las Vegas NV | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	3,244
Buildings and Improvements	18,339
Costs Capitalized Subsequent to Acquisition	7,961
Gross Amount at Which Carried As of Year End
Land	3,338
Buildings and Improvements	24,718
Total	28,056
Accumulated Depreciation	(10,680)
2037 Mesquite NV | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	5,559
Costs Capitalized Subsequent to Acquisition	491
Gross Amount at Which Carried As of Year End
Land	34
Buildings and Improvements	5,905
Total	5,939
Accumulated Depreciation	(974)
1285 Cleveland OH | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	823
Buildings and Improvements	2,726
Costs Capitalized Subsequent to Acquisition	1,259
Gross Amount at Which Carried As of Year End
Land	853
Buildings and Improvements	3,031
Total	3,884
Accumulated Depreciation	(1,225)
400 Harrison OH | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	4,561
Costs Capitalized Subsequent to Acquisition	300
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	4,861
Total	4,861
Accumulated Depreciation	(2,738)
1054 Durant OK | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	619
Buildings and Improvements	9,256
Costs Capitalized Subsequent to Acquisition	1,925
Gross Amount at Which Carried As of Year End
Land	659
Buildings and Improvements	11,100
Total	11,759
Accumulated Depreciation	(3,440)
817 Owasso OK | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	6,582
Costs Capitalized Subsequent to Acquisition	1,543
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	5,614
Total	5,614
Accumulated Depreciation	(1,670)
404 Roseburg OR | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	5,707
Costs Capitalized Subsequent to Acquisition	700
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	6,407
Total	6,407
Accumulated Depreciation	(3,555)
2570 Limerick PA | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	925
Buildings and Improvements	20,072
Costs Capitalized Subsequent to Acquisition	51
Gross Amount at Which Carried As of Year End
Land	925
Buildings and Improvements	20,123
Total	21,048
Accumulated Depreciation	(1,561)
2234 Philadelphia PA | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	24,264
Buildings and Improvements	99,904
Costs Capitalized Subsequent to Acquisition	36,386
Gross Amount at Which Carried As of Year End
Land	24,288
Buildings and Improvements	136,146
Total	160,434
Accumulated Depreciation	(12,528)
2403 Philadelphia PA | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	26,063
Buildings and Improvements	97,646
Costs Capitalized Subsequent to Acquisition	14,725
Gross Amount at Which Carried As of Year End
Land	26,110
Buildings and Improvements	112,324
Total	138,434
Accumulated Depreciation	(16,206)
2571 Wilkes-Barre PA | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	9,138
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	9,138
Total	9,138
Accumulated Depreciation	(729)
2573 Florence SC | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	12,090
Costs Capitalized Subsequent to Acquisition	91
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	12,181
Total	12,181
Accumulated Depreciation	(769)
2574 Florence SC | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	12,190
Costs Capitalized Subsequent to Acquisition	88
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	12,278
Total	12,278
Accumulated Depreciation	(774)
2575 Florence SC | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	11,243
Costs Capitalized Subsequent to Acquisition	56
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	11,299
Total	11,299
Accumulated Depreciation	(875)
2841 Greenville SC | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	627
Buildings and Improvements	38,391
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	627
Buildings and Improvements	38,391
Total	39,018
Accumulated Depreciation	(746)
2842 Greenville SC | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	809
Buildings and Improvements	41,260
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	809
Buildings and Improvements	41,260
Total	42,069
Accumulated Depreciation	(824)
2843 Greenville SC | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	610
Buildings and Improvements	22,251
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	610
Buildings and Improvements	22,251
Total	22,861
Accumulated Depreciation	(451)
2844 Greenville SC | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	799
Buildings and Improvements	18,914
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	799
Buildings and Improvements	18,914
Total	19,713
Accumulated Depreciation	(403)
2845 Greenville SC | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	944
Buildings and Improvements	40,841
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	944
Buildings and Improvements	40,841
Total	41,785
Accumulated Depreciation	(744)
2846 Greenville SC | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	921
Buildings and Improvements	38,416
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	921
Buildings and Improvements	38,416
Total	39,337
Accumulated Depreciation	(715)
2847 Greenville SC | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	621
Buildings and Improvements	26,358
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	621
Buildings and Improvements	26,358
Total	26,979
Accumulated Depreciation	(649)
2848 Greenville SC | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	318
Buildings and Improvements	5,816
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	318
Buildings and Improvements	5,816
Total	6,134
Accumulated Depreciation	(116)
2849 Greenville SC | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	310
Buildings and Improvements	5,675
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	310
Buildings and Improvements	5,675
Total	5,985
Accumulated Depreciation	(126)
2850 Greenville SC | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	201
Buildings and Improvements	6,590
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	201
Buildings and Improvements	6,590
Total	6,791
Accumulated Depreciation	(143)
2853 Greenville SC | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	503
Buildings and Improvements	6,522
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	503
Buildings and Improvements	6,522
Total	7,025
Accumulated Depreciation	(225)
2854 Greenville SC | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	804
Buildings and Improvements	13,719
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	804
Buildings and Improvements	13,719
Total	14,523
Accumulated Depreciation	(352)
2855 Greenville SC | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	377
Buildings and Improvements	496
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	377
Buildings and Improvements	496
Total	873
Accumulated Depreciation	(53)
2856 Greenville SC | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	246
Buildings and Improvements	416
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	246
Buildings and Improvements	416
Total	662
Accumulated Depreciation	(50)
2857 Greenville SC | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	186
Buildings and Improvements	210
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	186
Buildings and Improvements	210
Total	396
Accumulated Depreciation	(27)
2851 Travelers Rest SC | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	498
Buildings and Improvements	1,015
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	498
Buildings and Improvements	1,015
Total	1,513
Accumulated Depreciation	(66)
2862 Myrtle Beach SC | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition	2,852
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	2,882
Total	2,882
Accumulated Depreciation	0
624 Hendersonville TN | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	256
Buildings and Improvements	1,530
Costs Capitalized Subsequent to Acquisition	2,541
Gross Amount at Which Carried As of Year End
Land	256
Buildings and Improvements	3,372
Total	3,628
Accumulated Depreciation	(1,169)
559 Hermitage TN | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	830
Buildings and Improvements	5,036
Costs Capitalized Subsequent to Acquisition	12,083
Gross Amount at Which Carried As of Year End
Land	851
Buildings and Improvements	15,024
Total	15,875
Accumulated Depreciation	(3,735)
561 Hermitage TN | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	596
Buildings and Improvements	9,698
Costs Capitalized Subsequent to Acquisition	6,642
Gross Amount at Which Carried As of Year End
Land	596
Buildings and Improvements	14,544
Total	15,140
Accumulated Depreciation	(6,241)
562 Hermitage TN | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	317
Buildings and Improvements	6,528
Costs Capitalized Subsequent to Acquisition	3,199
Gross Amount at Which Carried As of Year End
Land	317
Buildings and Improvements	8,860
Total	9,177
Accumulated Depreciation	(4,403)
154 Knoxville TN | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	700
Buildings and Improvements	4,559
Costs Capitalized Subsequent to Acquisition	5,016
Gross Amount at Which Carried As of Year End
Land	700
Buildings and Improvements	9,119
Total	9,819
Accumulated Depreciation	(4,890)
625 Nashville TN | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	955
Buildings and Improvements	14,289
Costs Capitalized Subsequent to Acquisition	4,470
Gross Amount at Which Carried As of Year End
Land	955
Buildings and Improvements	16,768
Total	17,723
Accumulated Depreciation	(5,977)
626 Nashville TN | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,050
Buildings and Improvements	5,211
Costs Capitalized Subsequent to Acquisition	4,631
Gross Amount at Which Carried As of Year End
Land	2,055
Buildings and Improvements	8,738
Total	10,793
Accumulated Depreciation	(3,646)
627 Nashville TN | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,007
Buildings and Improvements	181
Costs Capitalized Subsequent to Acquisition	752
Gross Amount at Which Carried As of Year End
Land	1,060
Buildings and Improvements	813
Total	1,873
Accumulated Depreciation	(495)
628 Nashville TN | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,980
Buildings and Improvements	7,164
Costs Capitalized Subsequent to Acquisition	3,993
Gross Amount at Which Carried As of Year End
Land	2,980
Buildings and Improvements	11,202
Total	14,182
Accumulated Depreciation	(5,152)
630 Nashville TN | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	515
Buildings and Improvements	848
Costs Capitalized Subsequent to Acquisition	437
Gross Amount at Which Carried As of Year End
Land	528
Buildings and Improvements	1,085
Total	1,613
Accumulated Depreciation	(383)
631 Nashville TN | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	266
Buildings and Improvements	1,305
Costs Capitalized Subsequent to Acquisition	1,644
Gross Amount at Which Carried As of Year End
Land	266
Buildings and Improvements	2,461
Total	2,727
Accumulated Depreciation	(1,033)
632 Nashville TN | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	827
Buildings and Improvements	7,642
Costs Capitalized Subsequent to Acquisition	4,532
Gross Amount at Which Carried As of Year End
Land	827
Buildings and Improvements	10,111
Total	10,938
Accumulated Depreciation	(3,855)
633 Nashville TN | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	5,425
Buildings and Improvements	12,577
Costs Capitalized Subsequent to Acquisition	6,397
Gross Amount at Which Carried As of Year End
Land	5,425
Buildings and Improvements	18,049
Total	23,474
Accumulated Depreciation	(8,895)
634 Nashville TN | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	3,818
Buildings and Improvements	15,185
Costs Capitalized Subsequent to Acquisition	11,118
Gross Amount at Which Carried As of Year End
Land	3,818
Buildings and Improvements	24,285
Total	28,103
Accumulated Depreciation	(10,002)
636 Nashville TN | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	583
Buildings and Improvements	450
Costs Capitalized Subsequent to Acquisition	360
Gross Amount at Which Carried As of Year End
Land	583
Buildings and Improvements	717
Total	1,300
Accumulated Depreciation	(233)
2611 Allen TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,330
Buildings and Improvements	5,960
Costs Capitalized Subsequent to Acquisition	426
Gross Amount at Which Carried As of Year End
Land	1,330
Buildings and Improvements	6,386
Total	7,716
Accumulated Depreciation	(439)
2612 Allen TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,310
Buildings and Improvements	4,165
Costs Capitalized Subsequent to Acquisition	596
Gross Amount at Which Carried As of Year End
Land	1,310
Buildings and Improvements	4,761
Total	6,071
Accumulated Depreciation	(378)
573 Arlington TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	769
Buildings and Improvements	12,355
Costs Capitalized Subsequent to Acquisition	4,678
Gross Amount at Which Carried As of Year End
Land	769
Buildings and Improvements	15,695
Total	16,464
Accumulated Depreciation	(6,049)
2621 Cedar Park, TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,617
Buildings and Improvements	11,640
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	1,617
Buildings and Improvements	11,640
Total	13,257
Accumulated Depreciation	(427)
576 Conroe TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	324
Buildings and Improvements	4,842
Costs Capitalized Subsequent to Acquisition	3,068
Gross Amount at Which Carried As of Year End
Land	324
Buildings and Improvements	6,491
Total	6,815
Accumulated Depreciation	(2,253)
577 Conroe TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	397
Buildings and Improvements	7,966
Costs Capitalized Subsequent to Acquisition	2,469
Gross Amount at Which Carried As of Year End
Land	397
Buildings and Improvements	9,764
Total	10,161
Accumulated Depreciation	(3,966)
578 Conroe TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	388
Buildings and Improvements	7,975
Costs Capitalized Subsequent to Acquisition	4,540
Gross Amount at Which Carried As of Year End
Land	388
Buildings and Improvements	10,986
Total	11,374
Accumulated Depreciation	(3,941)
579 Conroe TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	188
Buildings and Improvements	3,618
Costs Capitalized Subsequent to Acquisition	1,343
Gross Amount at Which Carried As of Year End
Land	188
Buildings and Improvements	4,805
Total	4,993
Accumulated Depreciation	(1,943)
581 Corpus Christi TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	717
Buildings and Improvements	8,181
Costs Capitalized Subsequent to Acquisition	5,953
Gross Amount at Which Carried As of Year End
Land	717
Buildings and Improvements	11,728
Total	12,445
Accumulated Depreciation	(4,542)
600 Corpus Christi TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	328
Buildings and Improvements	3,210
Costs Capitalized Subsequent to Acquisition	4,468
Gross Amount at Which Carried As of Year End
Land	328
Buildings and Improvements	5,801
Total	6,129
Accumulated Depreciation	(2,168)
601 Corpus Christi TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	313
Buildings and Improvements	1,771
Costs Capitalized Subsequent to Acquisition	2,047
Gross Amount at Which Carried As of Year End
Land	325
Buildings and Improvements	3,098
Total	3,423
Accumulated Depreciation	(1,197)
2839 Cypress TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition	34,265
Gross Amount at Which Carried As of Year End
Land	11
Buildings and Improvements	34,254
Total	34,265
Accumulated Depreciation	(3,795)
582 Dallas TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,664
Buildings and Improvements	6,785
Costs Capitalized Subsequent to Acquisition	4,588
Gross Amount at Which Carried As of Year End
Land	1,746
Buildings and Improvements	9,642
Total	11,388
Accumulated Depreciation	(3,775)
1314 Dallas TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	15,230
Buildings and Improvements	162,971
Costs Capitalized Subsequent to Acquisition	42,680
Gross Amount at Which Carried As of Year End
Land	23,992
Buildings and Improvements	193,414
Total	217,406
Accumulated Depreciation	(60,706)
583 Fort Worth TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	898
Buildings and Improvements	4,866
Costs Capitalized Subsequent to Acquisition	3,626
Gross Amount at Which Carried As of Year End
Land	898
Buildings and Improvements	7,643
Total	8,541
Accumulated Depreciation	(2,557)
805 Fort Worth TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	2,481
Costs Capitalized Subsequent to Acquisition	1,315
Gross Amount at Which Carried As of Year End
Land	2
Buildings and Improvements	3,329
Total	3,331
Accumulated Depreciation	(1,755)
806 Fort Worth TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	6,070
Costs Capitalized Subsequent to Acquisition	1,155
Gross Amount at Which Carried As of Year End
Land	5
Buildings and Improvements	6,928
Total	6,933
Accumulated Depreciation	(2,221)
2231 Fort Worth TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	902
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition	44
Gross Amount at Which Carried As of Year End
Land	946
Buildings and Improvements	0
Total	946
Accumulated Depreciation	(17)
2619 Fort Worth, TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,180
Buildings and Improvements	13,432
Costs Capitalized Subsequent to Acquisition	6
Gross Amount at Which Carried As of Year End
Land	1,180
Buildings and Improvements	13,438
Total	14,618
Accumulated Depreciation	(458)
2620 Fort Worth, TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,961
Buildings and Improvements	14,155
Costs Capitalized Subsequent to Acquisition	138
Gross Amount at Which Carried As of Year End
Land	1,961
Buildings and Improvements	14,293
Total	16,254
Accumulated Depreciation	(503)
1061 Granbury TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	6,863
Costs Capitalized Subsequent to Acquisition	1,125
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	7,848
Total	7,848
Accumulated Depreciation	(2,309)
430 Houston TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,927
Buildings and Improvements	33,140
Costs Capitalized Subsequent to Acquisition	17,718
Gross Amount at Which Carried As of Year End
Land	2,200
Buildings and Improvements	48,704
Total	50,904
Accumulated Depreciation	(21,111)
446 Houston TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,200
Buildings and Improvements	19,585
Costs Capitalized Subsequent to Acquisition	21,378
Gross Amount at Which Carried As of Year End
Land	2,936
Buildings and Improvements	33,668
Total	36,604
Accumulated Depreciation	(19,818)
589 Houston TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,676
Buildings and Improvements	12,602
Costs Capitalized Subsequent to Acquisition	6,758
Gross Amount at Which Carried As of Year End
Land	1,706
Buildings and Improvements	16,361
Total	18,067
Accumulated Depreciation	(6,139)
670 Houston TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	257
Buildings and Improvements	2,884
Costs Capitalized Subsequent to Acquisition	1,606
Gross Amount at Which Carried As of Year End
Land	318
Buildings and Improvements	3,689
Total	4,007
Accumulated Depreciation	(1,406)
702 Houston TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	7,414
Costs Capitalized Subsequent to Acquisition	2,906
Gross Amount at Which Carried As of Year End
Land	7
Buildings and Improvements	9,239
Total	9,246
Accumulated Depreciation	(3,219)
1044 Houston TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	4,838
Costs Capitalized Subsequent to Acquisition	3,498
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	6,634
Total	6,634
Accumulated Depreciation	(2,112)
2542 Houston TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	304
Buildings and Improvements	17,764
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	304
Buildings and Improvements	17,764
Total	18,068
Accumulated Depreciation	(1,909)
2543 Houston Tx | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	116
Buildings and Improvements	6,555
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	116
Buildings and Improvements	6,555
Total	6,671
Accumulated Depreciation	(832)
2544 Houston Tx | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	312
Buildings and Improvements	12,094
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	312
Buildings and Improvements	12,094
Total	12,406
Accumulated Depreciation	(1,548)
2545 Houston Tx | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	316
Buildings and Improvements	13,931
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	316
Buildings and Improvements	13,931
Total	14,247
Accumulated Depreciation	(1,357)
2546 Houston Tx | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	408
Buildings and Improvements	18,332
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	408
Buildings and Improvements	18,332
Total	18,740
Accumulated Depreciation	(2,804)
2547 Houston Tx | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	470
Buildings and Improvements	18,197
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	470
Buildings and Improvements	18,197
Total	18,667
Accumulated Depreciation	(2,358)
2548 Houston Tx | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	313
Buildings and Improvements	7,036
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	313
Buildings and Improvements	7,036
Total	7,349
Accumulated Depreciation	(1,167)
2549 Houston Tx | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	530
Buildings and Improvements	22,711
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	530
Buildings and Improvements	22,711
Total	23,241
Accumulated Depreciation	(1,952)
590 Irving TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	828
Buildings and Improvements	6,160
Costs Capitalized Subsequent to Acquisition	3,153
Gross Amount at Which Carried As of Year End
Land	828
Buildings and Improvements	8,743
Total	9,571
Accumulated Depreciation	(3,658)
700 Irving TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	8,550
Costs Capitalized Subsequent to Acquisition	3,980
Gross Amount at Which Carried As of Year End
Land	8
Buildings and Improvements	11,513
Total	11,521
Accumulated Depreciation	(5,226)
1202 Irving TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,604
Buildings and Improvements	16,107
Costs Capitalized Subsequent to Acquisition	1,203
Gross Amount at Which Carried As of Year End
Land	1,633
Buildings and Improvements	16,971
Total	18,604
Accumulated Depreciation	(6,550)
1207 Irving TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,955
Buildings and Improvements	12,793
Costs Capitalized Subsequent to Acquisition	2,219
Gross Amount at Which Carried As of Year End
Land	1,986
Buildings and Improvements	14,902
Total	16,888
Accumulated Depreciation	(5,058)
2840 Kingwood TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	3,035
Buildings and Improvements	28,373
Costs Capitalized Subsequent to Acquisition	958
Gross Amount at Which Carried As of Year End
Land	3,035
Buildings and Improvements	29,331
Total	32,366
Accumulated Depreciation	(2,223)
1062 Lancaster TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	172
Buildings and Improvements	2,692
Costs Capitalized Subsequent to Acquisition	1,134
Gross Amount at Which Carried As of Year End
Land	185
Buildings and Improvements	3,520
Total	3,705
Accumulated Depreciation	(1,500)
2195 Lancaster TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	1,138
Costs Capitalized Subsequent to Acquisition	700
Gross Amount at Which Carried As of Year End
Land	131
Buildings and Improvements	1,707
Total	1,838
Accumulated Depreciation	(492)
591 Lewisville TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	561
Buildings and Improvements	8,043
Costs Capitalized Subsequent to Acquisition	2,347
Gross Amount at Which Carried As of Year End
Land	561
Buildings and Improvements	9,796
Total	10,357
Accumulated Depreciation	(3,681)
144 Longview TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	102
Buildings and Improvements	7,998
Costs Capitalized Subsequent to Acquisition	824
Gross Amount at Which Carried As of Year End
Land	102
Buildings and Improvements	8,379
Total	8,481
Accumulated Depreciation	(4,469)
143 Lufkin TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	338
Buildings and Improvements	2,383
Costs Capitalized Subsequent to Acquisition	321
Gross Amount at Which Carried As of Year End
Land	338
Buildings and Improvements	2,664
Total	3,002
Accumulated Depreciation	(1,313)
568 McKinney TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	541
Buildings and Improvements	6,217
Costs Capitalized Subsequent to Acquisition	3,396
Gross Amount at Which Carried As of Year End
Land	541
Buildings and Improvements	8,659
Total	9,200
Accumulated Depreciation	(3,061)
569 McKinney TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	636
Costs Capitalized Subsequent to Acquisition	8,655
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	8,406
Total	8,406
Accumulated Depreciation	(2,960)
1079 Nassau Bay TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	8,942
Costs Capitalized Subsequent to Acquisition	1,748
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	10,271
Total	10,271
Accumulated Depreciation	(3,488)
596 N Richland Hills TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	812
Buildings and Improvements	8,883
Costs Capitalized Subsequent to Acquisition	3,395
Gross Amount at Which Carried As of Year End
Land	812
Buildings and Improvements	11,648
Total	12,460
Accumulated Depreciation	(4,394)
2048 North Richland Hills TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,385
Buildings and Improvements	10,213
Costs Capitalized Subsequent to Acquisition	2,135
Gross Amount at Which Carried As of Year End
Land	1,400
Buildings and Improvements	12,048
Total	13,448
Accumulated Depreciation	(3,080)
2835 Pearland TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	4,014
Costs Capitalized Subsequent to Acquisition	4,693
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	7,276
Total	7,276
Accumulated Depreciation	(2,217)
2838 Pearland TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition	17,622
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	17,622
Total	17,622
Accumulated Depreciation	(1,521)
447 Plano TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,700
Buildings and Improvements	7,810
Costs Capitalized Subsequent to Acquisition	6,454
Gross Amount at Which Carried As of Year End
Land	1,792
Buildings and Improvements	13,388
Total	15,180
Accumulated Depreciation	(7,113)
597 Plano TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,210
Buildings and Improvements	9,588
Costs Capitalized Subsequent to Acquisition	4,924
Gross Amount at Which Carried As of Year End
Land	1,224
Buildings and Improvements	13,357
Total	14,581
Accumulated Depreciation	(5,188)
672 Plano TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,389
Buildings and Improvements	12,768
Costs Capitalized Subsequent to Acquisition	3,332
Gross Amount at Which Carried As of Year End
Land	1,389
Buildings and Improvements	14,616
Total	16,005
Accumulated Depreciation	(5,119)
1284 Plano TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,049
Buildings and Improvements	18,793
Costs Capitalized Subsequent to Acquisition	2,445
Gross Amount at Which Carried As of Year End
Land	2,101
Buildings and Improvements	18,657
Total	20,758
Accumulated Depreciation	(8,188)
1286 Plano TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	3,300
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	3,300
Buildings and Improvements	0
Total	3,300
Accumulated Depreciation	0
2653 Rockwall, TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	788
Buildings and Improvements	9,020
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	788
Buildings and Improvements	9,020
Total	9,808
Accumulated Depreciation	(315)
815 San Antonio TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	9,193
Costs Capitalized Subsequent to Acquisition	2,917
Gross Amount at Which Carried As of Year End
Land	87
Buildings and Improvements	11,083
Total	11,170
Accumulated Depreciation	(3,984)
816 San Antonio TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	3,115
Initial Cost to Company
Land	0
Buildings and Improvements	8,699
Costs Capitalized Subsequent to Acquisition	3,218
Gross Amount at Which Carried As of Year End
Land	175
Buildings and Improvements	10,930
Total	11,105
Accumulated Depreciation	(4,170)
1591 San Antonio TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	7,309
Costs Capitalized Subsequent to Acquisition	730
Gross Amount at Which Carried As of Year End
Land	43
Buildings and Improvements	7,957
Total	8,000
Accumulated Depreciation	(2,434)
2837 San Antonio TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	26,191
Costs Capitalized Subsequent to Acquisition	1,847
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	27,775
Total	27,775
Accumulated Depreciation	(7,742)
2852 Shenandoah TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	0
Costs Capitalized Subsequent to Acquisition	28,557
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	28,557
Total	28,557
Accumulated Depreciation	(1,396)
598 Sugarland TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,078
Buildings and Improvements	5,158
Costs Capitalized Subsequent to Acquisition	3,397
Gross Amount at Which Carried As of Year End
Land	1,170
Buildings and Improvements	7,350
Total	8,520
Accumulated Depreciation	(2,808)
599 Texas City TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	9,519
Costs Capitalized Subsequent to Acquisition	582
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	9,944
Total	9,944
Accumulated Depreciation	(3,138)
152 Victoria TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	125
Buildings and Improvements	8,977
Costs Capitalized Subsequent to Acquisition	394
Gross Amount at Which Carried As of Year End
Land	125
Buildings and Improvements	9,371
Total	9,496
Accumulated Depreciation	(5,112)
2550 The Woodlands TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	115
Buildings and Improvements	5,141
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	115
Buildings and Improvements	5,141
Total	5,256
Accumulated Depreciation	(565)
2551 The Woodlands TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	296
Buildings and Improvements	18,282
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	296
Buildings and Improvements	18,282
Total	18,578
Accumulated Depreciation	(1,729)
2552 The Woodlands TX | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	374
Buildings and Improvements	25,125
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	374
Buildings and Improvements	25,125
Total	25,499
Accumulated Depreciation	(2,118)
1592 Bountiful UT | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	999
Buildings and Improvements	7,426
Costs Capitalized Subsequent to Acquisition	913
Gross Amount at Which Carried As of Year End
Land	1,019
Buildings and Improvements	8,265
Total	9,284
Accumulated Depreciation	(2,304)
169 Bountiful UT | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	276
Buildings and Improvements	5,237
Costs Capitalized Subsequent to Acquisition	1,665
Gross Amount at Which Carried As of Year End
Land	396
Buildings and Improvements	6,327
Total	6,723
Accumulated Depreciation	(3,208)
346 Castle Dale UT | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	50
Buildings and Improvements	1,818
Costs Capitalized Subsequent to Acquisition	163
Gross Amount at Which Carried As of Year End
Land	50
Buildings and Improvements	1,918
Total	1,968
Accumulated Depreciation	(1,036)
347 Centerville UT | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	300
Buildings and Improvements	1,288
Costs Capitalized Subsequent to Acquisition	234
Gross Amount at Which Carried As of Year End
Land	300
Buildings and Improvements	1,352
Total	1,652
Accumulated Depreciation	(753)
2035 Draper UT | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	4,928
Initial Cost to Company
Land	0
Buildings and Improvements	10,803
Costs Capitalized Subsequent to Acquisition	516
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	11,212
Total	11,212
Accumulated Depreciation	(1,764)
469 Kaysville UT | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	530
Buildings and Improvements	4,493
Costs Capitalized Subsequent to Acquisition	226
Gross Amount at Which Carried As of Year End
Land	530
Buildings and Improvements	4,719
Total	5,249
Accumulated Depreciation	(1,920)
456 Layton UT | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	371
Buildings and Improvements	7,073
Costs Capitalized Subsequent to Acquisition	1,303
Gross Amount at Which Carried As of Year End
Land	389
Buildings and Improvements	8,009
Total	8,398
Accumulated Depreciation	(3,978)
2042 Layton UT | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	10,975
Costs Capitalized Subsequent to Acquisition	537
Gross Amount at Which Carried As of Year End
Land	27
Buildings and Improvements	11,485
Total	11,512
Accumulated Depreciation	(1,837)
359 Ogden UT | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	180
Buildings and Improvements	1,695
Costs Capitalized Subsequent to Acquisition	240
Gross Amount at Which Carried As of Year End
Land	180
Buildings and Improvements	1,730
Total	1,910
Accumulated Depreciation	(977)
357 Orem UT | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	337
Buildings and Improvements	8,744
Costs Capitalized Subsequent to Acquisition	2,834
Gross Amount at Which Carried As of Year End
Land	306
Buildings and Improvements	9,026
Total	9,332
Accumulated Depreciation	(4,675)
353 Salt Lake City UT | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	190
Buildings and Improvements	779
Costs Capitalized Subsequent to Acquisition	196
Gross Amount at Which Carried As of Year End
Land	234
Buildings and Improvements	869
Total	1,103
Accumulated Depreciation	(499)
354 Salt Lake City UT | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	220
Buildings and Improvements	10,732
Costs Capitalized Subsequent to Acquisition	2,955
Gross Amount at Which Carried As of Year End
Land	220
Buildings and Improvements	12,819
Total	13,039
Accumulated Depreciation	(6,815)
355 Salt Lake City UT | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	180
Buildings and Improvements	14,792
Costs Capitalized Subsequent to Acquisition	2,826
Gross Amount at Which Carried As of Year End
Land	180
Buildings and Improvements	16,844
Total	17,024
Accumulated Depreciation	(9,358)
467 Salt Lake City UT | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	3,000
Buildings and Improvements	7,541
Costs Capitalized Subsequent to Acquisition	2,592
Gross Amount at Which Carried As of Year End
Land	3,145
Buildings and Improvements	9,629
Total	12,774
Accumulated Depreciation	(4,188)
566 Salt Lake City UT | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	509
Buildings and Improvements	4,044
Costs Capitalized Subsequent to Acquisition	2,733
Gross Amount at Which Carried As of Year End
Land	509
Buildings and Improvements	6,248
Total	6,757
Accumulated Depreciation	(2,651)
2041 Salt Lake City UT | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	12,326
Costs Capitalized Subsequent to Acquisition	635
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	12,940
Total	12,940
Accumulated Depreciation	(2,024)
2033 Sandy UT | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	867
Buildings and Improvements	3,513
Costs Capitalized Subsequent to Acquisition	1,694
Gross Amount at Which Carried As of Year End
Land	1,153
Buildings and Improvements	4,794
Total	5,947
Accumulated Depreciation	(1,395)
482 Stansbury UT | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	450
Buildings and Improvements	3,201
Costs Capitalized Subsequent to Acquisition	1,204
Gross Amount at Which Carried As of Year End
Land	529
Buildings and Improvements	3,966
Total	4,495
Accumulated Depreciation	(1,392)
351 Washington Terrace UT | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	4,573
Costs Capitalized Subsequent to Acquisition	2,511
Gross Amount at Which Carried As of Year End
Land	17
Buildings and Improvements	6,176
Total	6,193
Accumulated Depreciation	(3,722)
352 Washington Terrace UT | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	2,692
Costs Capitalized Subsequent to Acquisition	1,364
Gross Amount at Which Carried As of Year End
Land	15
Buildings and Improvements	3,348
Total	3,363
Accumulated Depreciation	(1,819)
2034 West Jordan UT | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	12,021
Costs Capitalized Subsequent to Acquisition	323
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	12,344
Total	12,344
Accumulated Depreciation	(1,960)
2036 West Jordan UT | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	330
Initial Cost to Company
Land	0
Buildings and Improvements	1,383
Costs Capitalized Subsequent to Acquisition	1,544
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	2,798
Total	2,798
Accumulated Depreciation	(709)
495 West Valley City UT | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	410
Buildings and Improvements	8,266
Costs Capitalized Subsequent to Acquisition	1,002
Gross Amount at Which Carried As of Year End
Land	410
Buildings and Improvements	9,268
Total	9,678
Accumulated Depreciation	(4,897)
349 West Valley City UT | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,070
Buildings and Improvements	17,463
Costs Capitalized Subsequent to Acquisition	142
Gross Amount at Which Carried As of Year End
Land	1,036
Buildings and Improvements	17,595
Total	18,631
Accumulated Depreciation	(10,002)
1208 Fairfax VA | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	8,396
Buildings and Improvements	16,710
Costs Capitalized Subsequent to Acquisition	13,723
Gross Amount at Which Carried As of Year End
Land	8,828
Buildings and Improvements	28,900
Total	37,728
Accumulated Depreciation	(9,984)
2230 Fredericksburg VA | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,101
Buildings and Improvements	8,570
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	1,101
Buildings and Improvements	8,570
Total	9,671
Accumulated Depreciation	(1,081)
572 Reston VA | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	11,902
Costs Capitalized Subsequent to Acquisition	967
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	12,027
Total	12,027
Accumulated Depreciation	(4,890)
448 Renton WA | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	18,724
Costs Capitalized Subsequent to Acquisition	4,560
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	22,145
Total	22,145
Accumulated Depreciation	(11,288)
781 Seattle WA | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	52,703
Costs Capitalized Subsequent to Acquisition	16,748
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	65,633
Total	65,633
Accumulated Depreciation	(26,312)
782 Seattle WA | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	24,382
Costs Capitalized Subsequent to Acquisition	13,599
Gross Amount at Which Carried As of Year End
Land	126
Buildings and Improvements	35,209
Total	35,335
Accumulated Depreciation	(15,444)
783 Seattle WA | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	5,625
Costs Capitalized Subsequent to Acquisition	1,635
Gross Amount at Which Carried As of Year End
Land	183
Buildings and Improvements	6,929
Total	7,112
Accumulated Depreciation	(6,432)
785 Seattle WA | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	7,293
Costs Capitalized Subsequent to Acquisition	6,215
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	12,112
Total	12,112
Accumulated Depreciation	(5,983)
1385 Seattle WA | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	45,027
Costs Capitalized Subsequent to Acquisition	8,973
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	53,757
Total	53,757
Accumulated Depreciation	(17,481)
2038 Evanston WY | Medical office | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	0
Buildings and Improvements	4,601
Costs Capitalized Subsequent to Acquisition	1,009
Gross Amount at Which Carried As of Year End
Land	0
Buildings and Improvements	5,542
Total	5,542
Accumulated Depreciation	(799)
126 Sherwood AR | Other | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	709
Buildings and Improvements	9,604
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	709
Buildings and Improvements	9,599
Total	10,308
Accumulated Depreciation	(5,914)
113 Glendale AZ | Other | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,565
Buildings and Improvements	7,050
Costs Capitalized Subsequent to Acquisition	20
Gross Amount at Which Carried As of Year End
Land	1,565
Buildings and Improvements	7,067
Total	8,632
Accumulated Depreciation	(4,290)
1038 Fresno CA | Other | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	3,652
Buildings and Improvements	29,113
Costs Capitalized Subsequent to Acquisition	21,935
Gross Amount at Which Carried As of Year End
Land	3,652
Buildings and Improvements	51,048
Total	54,700
Accumulated Depreciation	(17,545)
423 Irvine CA | Other | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	18,000
Buildings and Improvements	70,800
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	18,000
Buildings and Improvements	70,800
Total	88,800
Accumulated Depreciation	(38,777)
127 Colorado Springs CO | Other | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	690
Buildings and Improvements	8,338
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	690
Buildings and Improvements	8,346
Total	9,036
Accumulated Depreciation	(5,072)
887 Atlanta GA | Other | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	4,300
Buildings and Improvements	13,690
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	4,300
Buildings and Improvements	11,890
Total	16,190
Accumulated Depreciation	(7,035)
112 Overland Park KS | Other | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,316
Buildings and Improvements	10,681
Costs Capitalized Subsequent to Acquisition	24
Gross Amount at Which Carried As of Year End
Land	2,316
Buildings and Improvements	10,693
Total	13,009
Accumulated Depreciation	(6,837)
1383 Baton Rouge LA | Other | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	690
Buildings and Improvements	8,545
Costs Capitalized Subsequent to Acquisition	87
Gross Amount at Which Carried As of Year End
Land	690
Buildings and Improvements	8,496
Total	9,186
Accumulated Depreciation	(4,656)
886 Dallas TX | Other | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,820
Buildings and Improvements	8,508
Costs Capitalized Subsequent to Acquisition	26
Gross Amount at Which Carried As of Year End
Land	1,820
Buildings and Improvements	7,454
Total	9,274
Accumulated Depreciation	(2,205)
1319 Dallas TX | Other | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	18,840
Buildings and Improvements	155,659
Costs Capitalized Subsequent to Acquisition	2,950
Gross Amount at Which Carried As of Year End
Land	18,840
Buildings and Improvements	158,606
Total	177,446
Accumulated Depreciation	(53,011)
1384 Plano TX | Other | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	6,290
Buildings and Improvements	22,686
Costs Capitalized Subsequent to Acquisition	5,707
Gross Amount at Which Carried As of Year End
Land	6,290
Buildings and Improvements	28,203
Total	34,493
Accumulated Depreciation	(15,193)
2198 Webster TX | Other | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	2,220
Buildings and Improvements	9,602
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	2,220
Buildings and Improvements	9,282
Total	11,502
Accumulated Depreciation	(1,949)
2469 Rural Retreat VA | Other | Operating segment
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	0
Initial Cost to Company
Land	1,876
Buildings and Improvements	14,720
Costs Capitalized Subsequent to Acquisition	0
Gross Amount at Which Carried As of Year End
Land	1,876
Buildings and Improvements	14,904
Total	16,780
Accumulated Depreciation	$ (1,719)

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Schedule III: Real Estate and Accumulated Depreciation - Amount that Tax Basis of Net Real Estate Assets Less Than the Reported Amounts (Details) $ in Billions	12 Months Ended
	Dec. 31, 2018 USD ($)
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation Disclosure [Abstract]
Life on Which Depreciation in Latest Income Statement is Computed	60 years
Amount that the tax basis of the Company's net real estate is less than the reported amounts	$ 1.0

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Schedule III: Real Estate and Accumulated Depreciation - Summary of Activity for Real Estate and Accumulated Depreciation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Real estate:
Balances at beginning of year	$ 13,473,573	$ 13,974,760	$ 14,330,257
Acquisition of real estate and development and improvements	1,093,903	995,443	987,135
Sales and/or transfers to assets held for sale and discontinued operations	(1,052,145)	(589,391)	(1,227,614)
Deconsolidation of real estate	(325,580)	(825,074)	(10,306)
Impairments	(49,729)	(37,274)	0
Other	(87,625)	(44,891)	(104,712)
Balances at end of year	13,052,397	13,473,573	13,974,760
Accumulated depreciation:
Balances at beginning of year	2,741,695	2,648,930	2,476,015
Depreciation expense	461,664	436,085	465,945
Sales and/or transfers to assets held for sale and discontinued operations	(239,231)	(115,195)	(239,112)
Deconsolidation of real estate	(43,525)	(152,572)	(5,868)
Other	(77,656)	(75,553)	(48,050)
Balances at end of year	$ 2,842,947	$ 2,741,695	$ 2,648,930