Good morning and welcome to the HCP Inc. Fourth Quarter Conference Call. All participants will be in listen-only mode. After today's presentation, there will be an opportunity to ask questions. Please note this event is being recorded. I would now like to turn the conference over to Andrew Johns, Vice President of Finance and Investor Relations. Please go ahead.

Thank you, operator. Welcome to HCP's fourth quarter financial results conference call. Today's conference call will contain certain forward-looking statements. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, our forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from our expectations. A discussion of risks and risk factors is included in our press release and detailed in our filings with the SEC. We do not undertake any duty to update any forward-looking statements. Certain non-GAAP financial measures will be discussed on this call. In an exhibit to the 8-K we furnished to the SEC today, we have reconciled our non-GAAP financial measures to the most directly comparable GAAP measures in accordance with Reg G requirements. This exhibit is also available on our website at www.hcpi.com. I will now turn the call over to our President and Chief Executive Officer, Tom Herzog.

Thank you, Andrew, and welcome to HCP's fourth quarter and full-year 2017 earnings call. Joining me on the call today is Pete Scott, our CFO. Also in the room and available for the Q&A portion of the call are Tom Klaritch, Chief Operating Officer; Kendall Young, Senior Managing Director of Senior Housing; and our General Counsel, Troy McHenry. By all measures, 2017 was a pivotal year in our transformation of HCP. As we embark on 2018, we are focused on executing the several remaining pieces of the reposition initiatives that we started in 2016. Over the past 18 months, we have spun-off, sold, monetize, or in the process of selling over $10 billion of non-core real estate and mezzanine debt. We continue to work through the various transactions we disclosed last quarter including sales and transitions of Brookdale assets, resolution of our Tandem investment as well as our strategic decision to exit the UK in order to focus on our core U.S. private pay portfolio. We are making excellent progress on each of these items. While the heavy blasting of our repositioning is behind us, there is naturally some noise associated with the various moving parts, which Pete will describe in a few minutes. With proceeds from our transactions in non-core sales, we've repaid debt and reinvested in development, redevelopment, and strategic acquisitions. In 2017, we've closed or committed to nearly $1 billion of acquisitions and redevelopment. Three quarters of which we're focused in our specialty office platforms of medical office and life science. And we repaid $1.4 billion of debt. As a result of our repositioning efforts, we will own a vastly improved portfolio that produces significantly higher quality cash flows, which in turn will support consistent earnings and dividend growth over the long term. Our efforts going forward…

Thanks, Tom. Today officially marks my one-year anniversary at HCP, and I am incredibly proud of the accomplishments the team has collectively achieved over the course of my first year. We have made substantial progress in repositioning HCP, and we have a clear path forward to complete our transformation. On the call today, I will provide an overview of the following: an update on key acquisition and development activity, a review of our fourth quarter and 2017 results, an update on the balance sheet, and a review of 2018 guidance. Starting with key transaction activity, along with our earnings, we announced that we closed on three important transactions in the fourth quarter totaling $424 million. The first transaction, The Residence at Watertown Square, is a 90-unit, 3-year-old senior housing community located in Boston. We acquired the community in a consolidated joint venture with LCB Senior Living for $45 million. We are pleased to welcome LCB into our group of operators. We've been trying to find opportunities to partner with them for quite some time, and this was an excellent fit as we continually look to add high-quality assets to our portfolio. LCB has been one of the pioneers in modern senior living with a targeted focus in the high-barrier-to-entry New England market. We also announced the acquisition and closing of the Montecito medical portfolio for $151 million in an off-market transaction. Montecito is an 11-asset, off-campus medical office portfolio totaling 378,000 square feet and is 97% occupied. The majority of this portfolio is anchored by strong hospitals and large specialty group practices with a weighted average lease term of eight years. Lastly, we closed on the previously announced Hayden Research Campus acquisition for $228 million. We have included a picture of 65 Hayden on the cover of our supplemental this…

Thanks, Pete. As we near the completion of what has been nearly a two-year repositioning process, I would like to express my sincere appreciation for the incredible effort our entire team has put forth. I'm very pleased with the progress we have made today and excited about where we're headed, creating a fully differentiated REIT within our space. With that operator, please open up the line for questions.

Thank you. We will now begin the question-and-answer session. So that everyone may have a chance to participate, we ask our participants limit their questions to one and a related follow-up. If you have additional questions, please requeue. And our first question comes from Jonathan Hughes with Raymond James. Please go ahead. Jonathan Hughes - Raymond James & Associates, Inc.: Hey. Good morning out there. Thanks for the time and all the detail and the supplemental prepared remarks. It's really helpful.

Hey, Jonathan. Jonathan Hughes - Raymond James & Associates, Inc.: Could you maybe just go a bit further though and break down your SHOP guidance assumptions in terms of occupancy rate and operating expense growth and then maybe also how occupancy comp in the first half of the year looks versus the second half given the flu season?

So, this is Kendall. So, starting with the guidance. At the midpoint, our guidance range assumes roughly 150 basis points occupancy decline, 3% REVPOR increase, 3% expense growth. And when you think about that 3% expense growth, it reflects the ability to flex certain variable costs including labor resulting from 150-basis-point decline in our guidance. We've gone through a lot of detailed analysis over the past few months. We've worked with our asset managers that work closely with our operators. We poured through supply data analysis. And the reality is there's a number of uncertainties and those are reflected in the wider guidance. Now, looking at... Jonathan Hughes - Raymond James & Associates, Inc.: Okay.

And then the question now on how the occupancy looks. So, we do show a dip in occupancy at the start of the year which is seasonality, typical seasonality adjustments. When we look at the financials, we received January financials. We saw a decrease in occupancy from December. And if you look at how we were heading into the fourth quarter, we did have a sequential increase in occupancy. Now, that we have the preliminary results in January, we did see a drop in occupancy in January, part seasonal, part we think due to the flu. But on the positive side, we did see some positive metrics. This included higher inquiries, higher tours, and we had higher move-ins toward the end of January, higher than we've had in the past, and those move-ins were in the properties that were not impacted by the flu. Jonathan Hughes - Raymond James & Associates, Inc.: Okay. That's great. Thanks, Kendall. And then when I look at your SHOP NOI exposure to new supply and compare it to one of your peers, it's a good amount lower. So, when you saw a guidance given by a peer last week, did that lead you to rethink your outlook you issued this morning and become maybe more conservative with the magnitude or range of expectations?

Jonathan, fair question. This is Tom. I mean, the bottom line is that Kendall said we had a lot of noise in senior housing. And we've been all over this for the last couple of months. The supply has been hard to predict. You probably noticed that mix (00:30:59) pushed back when the peak deliveries will occur. They modified absorption. That's fairly recent. This whole flu thing has been extremely difficult to determine. As we mentioned, we're not seeing the move-outs but the embargoes are affecting the move-in and how long will this thing persist. And then we've got the added item of some transitions of properties as we move some of those Brookdale properties. And typically what happens, we've got some experience in this as do the operators we're working with, you see a bit of a dip, and then it starts to come back, and the timing of that is hard to determine. So, we've got all those different uncertainties. So, it could be that we're coming in a bit conservative but maybe not. So, we'll see how it plays out as we move forward and the facts become more clear. But we were settling in on this range prior to the Ventas call. Jonathan Hughes - Raymond James & Associates, Inc.: Okay. That's great. And then just one more, if I may, for Pete. You touched on leverage in the last slide deck. It was targeting a sub six times number by the end of the year but interested to hear if that's moved or changed after the Tandem news or lower than expected pricing on the Brookdale third-party transactions.

No, I think we're still targeting that 6 times net debt-to-EBITDA by the end of the year. So, that has not changed. Obviously, it's slightly elevated at this year-end because of some of the transactions, and then we'll have some of these dispositions closed in the first quarter and the first half of the year, but we're still comfortable at that 6 times net debt-to-EBITDA. Jonathan Hughes - Raymond James & Associates, Inc.: Okay. Thanks, guys. I'll jump off. Thanks for taking my questions.

Thanks, Jonathan.

Our next question comes from Michael Knott with Green Street Advisors. Please go ahead.

Hey, guys. Just on the life science guidance, obviously, the actual guidance number is a bit lower because of that renewal of an above-market lease, but the number ex that looked pretty good, I think 3.75%. So, just curious how you guys are feeling about that business, the recent transition you had in leadership, and then also if you guys can ballpark what the overall mark-to-market on the overall portfolio is today, that would be helpful.

Why don't I start on that, Mike? I would just confirm that you're correct when you adjust for that one lease which we've talked about for quite some time now. The range is, at the midpoint, we go from 75 basis points positive to 3.75%. So, you have that accurately, and then we have a range around that, but it's in the high 3s to low 4s. I'll let Tom talk about just generally what we're seeing in that market now.

Yeah, we still consider the mark-to-market in place today about 10% to 15% below where existing rates are. So, we would see improvement on that moving forward. Even with the Rigel lease, we saw some positive in the mark-to-market arena, so we're very, very confident with that.

And this is Herzog, two Toms in the room obviously. That was Klaritch. As far as the business and the leadership, we feel great about where the business is at, where VC funding where it's at, how biotech, pharmas are doing, the markets that we're in, the demand that we're seeing. And I think the last part of your question was how do we feel about leadership? As I've mentioned earlier on earlier conference calls, Tom Klaritch has had a fair amount of experience in life science since we purchased the (00:34:39) transaction. He's been involved and hit the ground running. He, along with Scott Bohn and Mike Dorris, the folks that run San Francisco and San Diego, and Ryan Anderson who's been working with Boston, we think we have a very strong team there. I've been very pleased with the leadership on life science.

Thanks. And then my last question, I think you had sort of alluded to it during different points in the prepared remarks but at something like a 20% NAV discount, how are you thinking about how to allocate capital going forward? It looked like you did acquire an MOB portfolio. So, just curious sort of your thoughts on that going forward in the current environment today.

Yeah, fair question. Anything that we purchased during the last couple of years has been purchased with recycled proceeds. As I mentioned in my scripted remarks, we will have jettisoned $10 billion of assets, part of that through the spin but also a decent part due to sales. And that's created a lot of cash that we've used to pay down debt, and we've made strategic acquisitions in the three core segments that that we would like to continue to grow. And so, how we think about this is we will continue to recycle capital, probably a decent amount of it into our development pipeline, redevelopment, and at times, strategic acquisitions. But you won't see us grow from external funding until we're trading at a premium to NAV. So, we will retain that discipline as I've said since I arrived.

Thank you.

Thanks.

Our next question comes from Tayo Okusanya with Jefferies. Please go ahead.

Yes. Good morning, gentlemen.

Hi, Tayo.

First question is just around the coverage on the triple-net senior portfolio. Again, it's about 1.09, which is a little bit tight. You do have a couple of tenants in there where the coverage I think (00:36:55) on an EBITDA basis is below 1 times. How do we kind of think about the safety of the rent with some of these tenants that have tight coverage, especially just kind of given tough flu season, all the pushback? We're just starting to see what the NIC data is saying. Things are probably a little bit worse before they get better.

So, this is Kendall. So, first, I'd just point out that our coverages are on EBITDAR basis, and that's after a 5% management fee. So, there's seven leases that are below a 1.0 times cash flow coverage. And if you look at those, five of those seven are where we have pretty strong corporate guarantees, and there's a minimum of three years left on those leases. As you look at the leases – these are multiple-property leases – there's usually one or two properties that are driving the performance down, and we're in discussions with some of these tenants on how to solve that, and sometimes it's invest in their properties, but a lot of times, it's selling those assets, and we have baked into our guidance for the year, solving some of those leases.

Yeah, I would add. this is Tom again, Herzog. I would add that when you look at our coverages in our triple-net portfolio on a pro forma basis for the Brookdale sales that we've already announced, we really have improved the coverages pretty dramatically. If you went across our entire portfolio, our triple-net coverage would be at a 1.13 times on EBITDAR basis. On an EBITDARM basis, it would be 1.34 times. And if we just focus specifically on Brookdale, obviously, we've done a lot of work there along with Andy Smith and the team. Our pro forma coverage there on an EBITDAR basis would be 1.28 times. And on an EBITDARM basis, it would be 1.48 times. So, we've actually created quite a nice cushion in those coverage ratios.

Got you. Okay. I'll get back in queue for my follow-up. Thank you.

Thank you, Tayo.

Our next question comes from Jordan Sadler with KeyBanc Capital Markets. Please go ahead.

Thank you. Good morning. I want to come back to, I guess, your answer to Michael's question regarding sort of deploying capital and using essentially asset sale proceeds. I'm trying to reconcile today's guidance with the deck you guys presented with the prior earnings call, and I'm seeing net dispositions of $1.8 billion to $2.4 billion in the guidance now. And that seems, I guess, a little bit higher than I was anticipating. One of those reasons might have been because previously, you guys had suggested that you'd reinvest the Genentech purchase option proceeds and the UK portfolio sale proceeds back into additional investments in the 5.5% or so. Have you sort of just as a measure of conservatism strip that out, number one? And number two, are there additional asset sales that you've baked in here besides what you may have laid out in November?

Hey, Jordan. It's Pete here. I think you're referring to page 8 that we put out in our Brookdale deck, which was actually posted as part of our third quarter call.

Yes, sir.

The answer is actually no. We're assuming the same amount of net dispositions. It hasn't changed really all that much over the course of the last couple of months. What I would just point out from that bridge before, maybe to just help walk you to how we came from $1.95 to $1.80, as we look at it, there's $0.15 in there from transactions that we completed in 2017, which were the Brookdale 64, the initial RIDEA II deal, we had HC1, we had Four Seasons. And then the anticipated 2018 transactions which, as I said, haven't changed. That's really the Brookdale transactions, the sales that we are doing back to Brookdale, the third-party sales which were in the market now. And we've put actually in our footnote on page 50 the range of that, which is around $600 million to $700 million. Genentech has been there for a while, RIDEA II is no different, and then UK portfolio sales. So, that really hasn't changed. What can really bridge now from that $1.95 going down to $1.80 with $0.15 of capital recycling, we did have some positive benefits in year-over-year NOI growth of a couple pennies plus we had some developments coming online, which is a couple pennies. That's $0.04 there. But that's offset by really the Tandem proceeds. We had originally assumed $197 million. We're assuming less now. You will note that the carrying value, we've written that down to this quarter plus we had a negative $0.01 impact from the tax rate change, also takes it down a little bit. And then we had a few additional items. There are some immaterial asset sales. There are some of the remainder Brookdale 25 sales, there's an Atria sale as well in there. But they're fairly immaterial. And then we also have a couple of redevelopment assets that we will do mostly in MOBs and life sciences this year, and that's about $0.02. So, that's the bridge from $1.95 to $1.80. I know it's quite complicated, but I want to make sure you have all the different pieces.

Well, I guess, more specifically, on page 50, if I add up your dispositions that are in footnote 5, I get $2 billion to $2.2 billion...

Yeah.

...which makes sense. I guess, are you investing or assuming you're going to invest that $550 million and the $269 million from the Genentech repurchase option? Are you assuming any acquisitions in this guidance or no?

Yeah. So, let me walk you through that. We are but it's modest, and it's all funded through capital recycling proceeds. So, we have $2.4 billion in total dispositions. So, added to the numbers you just talked about are Tandem as well as some of those other immaterial sales I mentioned. So, that's $2.4 billion. We are going to repay approximately $1.5 billion of debt, and then the balance is that we have, call around $550 million of CapEx that we will spend this year. That's exclusive of that CapEx, and then the balance is actually what would be used towards acquisitions. Some of that is the additional purchase option, the 10% that will take out Brookdale on very shortly. And then there's a little bit of additional stack (00:44:37) in there, but it's relatively small when you actually do the full sources and uses.

Okay. I can follow up with you guys offline. But it seems like you guys are paying down a little bit more debt than you've previously sort of posted in that prior deck on page 7. So, I'm just not catching it. But the other sort of question I had for you is just any update in terms of the transitioning of Brookdale portfolio assets in terms of the operators who you've selected or where you stand in the process there?

Yes. This is Kendall. So, we're in the process of transitioning roughly 40 assets. We've been working with several operators. We've agreed the terms with most of them, and we're preparing the definitive agreements. In the meantime, the operators are going through their due diligence. We don't want to disclose the operators just yet, but they're all well-known, high-quality operators, and we think they will be ones that you like. Timing-wise, we expect the transitions to commence mid-March and to be mostly completed by the end of the second quarter.

So, 40 of the 68, Kendall, you'll transition?

Yes. It's roughly that number.

Yeah, not quite that many but within the range.

Within the range.

Yeah.

Okay. And the operators are new to HCP or are they existing?

Well, mainly, they're existing. But I will tell you that when you hear of the operators when we are able to announce that, I think you'll be pleased.

Thanks, guys.

Thanks, Jordan.

Our next question comes from Smedes Rose with Citi. Please go ahead.

Hi. Thanks. I wanted to ask you. In your release, you noted some marketing expenses for Brookdale that are up, I guess, relative to their normal run rates, and I just wanted to ask you. So, when they say that, that marketing expenses are up, does that include things like discounts for people to move in initially or what sort of the nature of the marketing expenses? And is there a chance that that level stays elevated just given that it's tough conditions in 2018, which could become a bigger drag on your guidance for that segment?

Yeah. Hey, Smedes. It's Pete here. Why don't I talk about that for a second? So, we did note that we had, when you do the fourth quarter year-over-year, a distorted comparison. What really went on with the sales and marketing fees, and we have talked about this before, was they were underspent in the first half of the year. And as we look towards the second half of the year and positioning the portfolio for 2018, we had worked and collaborated with Brookdale on this and said, we want to spend those dollars. Spending those dollars, there's evidence that you actually get real move-ins from spending those dollars. So, that spend picked up a lot more in the fourth quarter, and that's why you have this year-over-year distortion. It's around $1 million when you think about the gross dollar amount and then it's about, and we said this in our footnote, it's about a negative 230 basis point impact on the fourth quarter.

This is Kendall. I would add to that we are seeing the benefits of that increased spending, as I mentioned earlier, some of the leading indicators in the sales metrics, leads and lead conversions, and some of that occupancy pickup at the move-ins at the end of January.

Thanks. And I just wanted to ask you on your MOB acquisition. You noted that it was an off-campus acquisition. Do you consider that more sort of a one-off-type transaction? Or maybe just talk about buying on-campus versus off-campus and maybe the associated cap rate between the two.

Yeah, Smedes. It actually does fall right into line with – this is Tom Herzog – right in the line with how we think about MOBs strategically either being on-campus or if they are off-campus that they're anchored by a number one or two hospital or a physician group, so it did fall into how we think about it strategically. But Tom Klaritch, why don't you provide the answer to the rest of the question.

Sure. If you look at the portfolio, as Tom said, it fits into that latter group of off-campus that are anchored by either a major and leading hospital in the market or some of these large group practices. If you look at this portfolio, out of the 11 properties, 7 of them were anchored by the leading hospitals in their markets. They have, on average, a 42% market share. The other four are anchored by a very large group practice. For example, three are anchored by EmergeOrtho, which is one of the largest orthopedic practices in the U.S. They actually have 132 doctors. Longstanding, they've been around for – between EmergeOrtho and a predecessor organization, for about 40 years. So exactly the kind of tenants we're looking for when we do look at an off-campus building. With regards to cap rates, the yield on this acquisition was about 5.9%, so significantly above where you saw high quality on-campus buildings where (00:50:40) portfolios trade in 2017. So a nice 100-or-more basis point improvement over those numbers.

Hey, Tom. It's Michael Bilerman speaking. You commented that you're not going to have much new incremental investment until you trade at a premium to NAV from a capital allocation standpoint. Consensus NAV is about $27 for HCP. You're $22.50 today. You trade at double the discount of your peers. And I recognize the company over the last five years has been in some form of transition for a while. It's not just the last two years that you've been there. So I guess, at what point do you and the board step back and say, if we're not going to achieve and narrow our discount to peers or even get to a point where we're trading at a premium to NAV to be able to invest capital, at what point do you take more deliberate and strategic action to narrow the gap?

Yeah. It's a fair question. And it is something that we spend time talking about. And you're right, we have been in some form of repositioning for a solid couple of years. And with that comes noise, just connecting the changes that occur in the portfolio as we've liquidated out of the non-core holdings and have reduced debt, et cetera, and had some resets. So, we need to complete the execution of what we've started. We also have put a lot of work into putting what we believe to be a very strong team in place. And we're looking forward to Brinker joining us shortly, that will round that team out. And as we complete the remaining steps of the repositioning, which I've heard from many investors that they're excited to get that done, we do think that it allows us to stabilize and we should be able to recapture some of the value that was lost. So that's how we're looking at it. But I'll take the second part of your question too. What if, over time, we don't recapture that discount, which I don't think will be the case, but if it is, that's the same question any REITs has to answer that is trading at a discount, which is a whole lot of REITs now, not just HCP. And of course, one has to look at the different strategic alternatives. There's always the opportunity to repurchase shares, which is an accretive action, if you're trading at a big enough discount and you do it well. But my view on that, having been through that it in my past, is that you really want to be trading at a sizable discount for a sustained period so it has a material impact on the outcome. And we're not in that place right now and we're not inclined to lever up to do something like that. So we feel good that, at this point, we're taking the right actions, we're executing on what is a very good plan. We will come out the other side of this with a differentiated REIT that is heavily weighted towards specialty office, has a nice mix of senior housing and I think we're going to be positioned well. So that's how I would answer that.

Okay. Thank you.

Thanks.

Our next question comes from Nick Yulico with UBS. Please go ahead.

Thanks. On Tandem, I assume there's two options there, either selling the mezzanine investment or foreclosing on the assets. Which is the more likely option at this point?

Yeah. You're right. There were three options. The two that you mentioned and the third one was a DPO. I think the DPO is probably pretty unlikely at this point. If we were to foreclose, which is something that we consider, it would put us back in the SNF business at least for a while, which we're not wild about, but we could certainly take that on. It would be about $400 million of SNF assets coming back onto our book. So that's something we had to think about. As we have gone through a process marketing the paper for the note receivable, there was a lot of interest in it. We're very deep into that process right now. I think that's probably the more likely outcome. And hopefully, we have some news back to you guys at some point in the near term on that.

Okay. And that's helpful. Thanks. And then I just want to go back to Mike McKee is stepping down from the board. What was the decision process on appointing Dave Henry as the new chairman rather than bringing a new person into that role. And if I look at it, Dave's on three other REIT boards plus several other private boards, so does he plan to step down from any of those given his increased role at HCP now?

Well, I'll just take a minute on Dave. Dave's been our Lead Independent for the past two years. He's been a very strong contributor to our board of directors since 2004. So he knows the company well. When I just looked at his background, he's got extensive experience in the industry. I think everybody knows this but he was CEO and Vice Chairman of Kimco Realty. And he does have some great board experience. As far as stepping down another board at this point, that's not something that we've talked about. But I do think Dave is going to be a great contributor as our Non-Executive Chairman and I'm looking forward to working with him in that role.

Okay. Thanks, Tom.

Thanks, Nick.

Our next question comes from Vikram Malhotra with Morgan Stanley. Please go ahead. Vikram Malhotra - Morgan Stanley & Co. LLC: Thanks. I just wanted to circle back on sort of your assumptions around RIDEA for this year. If we look at sort of the higher end of your range, can you maybe give us some sense of what were you baking in at that higher end? What would you need to see potentially to even maybe be a little bit above that?

I think the big factor is going to be the occupancy. And the wider range reflects the uncertainty around the things that we discussed, the flu, the Brookdale transition assets and new supply. So to the extent that we're able to improve the occupancy, that's what is the big driver getting to the higher end of the range. Vikram Malhotra - Morgan Stanley & Co. LLC: Okay. And then just sticking to RIDEA, the revenue-enhancing CapEx that you budgeted for this year, it seems like that you've been – they've been investments now for probably four years if I'm not wrong. Can you give us a sense – in the nature of maybe $50 million, $60 million, can you give us a sense of how much more do you anticipate over the next two years? And is this – seems like this is sort of a more of a recurring number now than more of a one-time enhancement.

Yeah. Hi, Vikram. It's Pete here. Let me take a stab at answering that. So our revenue-enhancing CapEx consists of a variety of different things. But it's primarily what we call program math (00:58:27) – it's actually a Brookdale term – which is converting from AL to memory care. We've done a lot of that for the last couple of years, plus some more extensive renovations, as well as unit upgrades when generally you have to wait to do those upgrades and you have to wait until actually the resident vacates. What I would say is we've looked at this and spent a lot of time figuring out the returns that we get from these investments. And we do get substantially higher returns when we compare it to redevelopment. Now the useful life of these kind of investments is not as long as it's like a redev in life sciences, we tend to think it's probably around seven-plus years and we're getting a return. And obviously, it's helping our same-store metrics but we don't look at it as recurring CapEx. I mean we are getting the return and we've done quite an extensive analysis looking at all the projects we've done in the last few years. I think at this point in time, we're probably about halfway, maybe a little bit more through the revenue-enhancing CapEx. And when you look at the age of our assets, we think it's important for us to continually invest in these. So it's probably not a good run rate number forever, but I think for the next year or two, it will be at the levels that it's at and we'll continue to assess the returns we get. Vikram Malhotra - Morgan Stanley & Co. LLC: Okay. And then just last one, real quick if I may. On the medical office portfolio, I think it seems to be a decent amount of expirations over the next two years. Can you just give us a sense of any known maybe large move-outs and where you think rents are relative to market?

I'll answer that. This is Tom Klaritch. I'll answer the rent question first. The past probably four or five years, rents have been pretty close to market and we continue to see that. We are seeing some improvement in re-leasing spreads the past two years in fact, in 2018, we expected them to be up over 1%. With regard to the leasing, we have seen an increase in leasing volume in the past two years. I think one of the reasons that's being driven is that we've talked historically at least for the past four or five years about the consolidations in the space and hospitals buying group physician practices, practices merging together into larger groups. So that's caused an increase in the size of the spaces. For example, if you go back 10 years, the average size of space in our portfolio was probably 2,800 square feet. In 2017, that was actually 4,500 square feet. So we've seen an increase. And we've actually seen – just from 2016 to 2017, as these spaces start to roll, the larger spaces, we've seen about a 50% increase in lease roll over 10,000 feet (sic) [square feet] and almost an 80% increase in lease roll between 5,000 and 10,000 square feet. So we are seeing the impact of that. So it's really not a result of large, large spaces rolling. Certainly, we do have a number of spaces over 50,000 or 60,000 square feet, but that's not really been the reason. I think it's the trend that's happened over the past couple of years. Vikram Malhotra - Morgan Stanley & Co. LLC: Okay. Thank you.

Thank you.

Our next question comes from Juan Sanabria with Bank of America. Please go ahead.

Hi. Just on the RIDEA guidance, I was hoping you could discuss what you're seeing in terms of new leases and renewals, the apartment concept, and kind of what you're expecting for 2018 in your guidance range maybe at the midpoint?

So I'll take the second part first. So we're reflecting a 3% REVPOR growth. So that takes into consideration various factors, but most of it is the underlying rents. There's also some services in there. Look, it depends on markets. So you have some markets where there's a lot of new supply, and as you're trying to build occupancy in a property and you're rolling over the rents, those will potentially be going down. And then there's other properties where we have high occupancies, and we're able to push rates greater. It really is a rate and occupancy mix to try to drive the most revenue growth. We passed through – most of our leases adjust at the beginning of the year in January, and we had 3% to 4% increases depending on, again, the occupancies and properties. And so far, we're hearing that there hasn't been a significant pushback on those increases.

Okay. So, with 3% to 4% increases to existing and new, on average, you'd be slightly down then?

I would say slightly up.

Okay. And what kind of typical retention do you assume then?

Your average stay is between 18 months and 24 months.

Okay.

Yeah. It differs between IL and AL, obviously. But retention really isn't issue, it's more the term that the senior lives in the community.

Okay. And then I wanted to go back to a point about the seniors housing triple-net. It sounded like – and correct me if I'm wrong – that you are assuming some level of rent cut in guidance? Is that correct and can you just give us a sense of what the quantum is of any potential rent cut?

So the rent cut within the guidance is the rent cut that we had agreed previously with Brookdale at $5 million. Now, $2.5 million of that is in our same-store pool, which is why you see the adjustment we make on that footnote 2 on page 50. The other $2.5 million is an asset that, as we've assessed it, we actually like it, it's up in Northern California as opposed to sell it, we think there's a lot of upside to that we will convert that to RIDEA. But we're looking in our guidance it's a $5 million rent cut.

And just to be clear, Juan – just to be clear, we're showing that rent cut in the SPP results, Pete carved it out, so he could quantify the impact of it. But that rent cut was just one of the gives and gets of many in the Brookdale transaction. So even though it does effects our SPP, it is a distortion to the year-over-year result. So I just want to make that clear.

Okay. Thanks. So no other rent cuts other than what's been negotiated with Brookdale already?

Right.

Correct.

Okay. Thanks, guys.

Thanks, Juan.

Our next question comes from John Kim with BMO Capital Markets. Please go ahead.

Thanks. Good morning. I had a question on your SHOP performance. This quarter, you took out 39 properties from your same-store pool. You didn't sell 39 properties during the quarter, so I'm just wondering, are these representing the transition assets?

So in our SHOP pool, let me just give some information on how that's changed. Obviously, last quarter, you'll see in our supplemental, we had 122 assets in our SHOP pool, we had grade 83 this quarter. So the net impact there is really RIDEA II coming out, as well as 5 assets that we are selling to Brookdale. So 54 are coming out. However, there are 15 that entered this third quarter, and they're through a variety of different operators. So some came out which were really the assets that are held for sale but then we had some come in this quarter. And we actually have a walk. If you see, John, there's a walk that we have within our supplemental on the SPP page, which walks through our total portfolio down to what's in the same-store pool. It's page 17.

Okay. So the transition assets will remain in the same-store pool going forward.

The transition assets are in the same-store pool. Correct.

Yeah. We're going to actually keep those in the same-store pool through 2018 even as the transitions occur, which I know that was kind of an optional item, but we felt that to strip those out of our SPP pool would just cause more confusion, so we're going to leave them in.

Thanks for doing that. And so the 3% of the 8% decline was related, I think, Pete, you mentioned to assets entering the same-store pool prior to stabilization. What does that represent exactly? I mean – does that mean they're just slower to lease up but you've held them, they were completed more than 12 months ago?

So the degradation there is due to an acquisition that we did in the third quarter of 2016. Those properties were added in the fourth quarter. These are – they're with Senior Lifestyle, the operator. The properties are located in the Baltimore-DC market, seven properties. They got off to a bumpy start. Senior Lifestyle had lost its COO and then lost a second COO. So there was a little bit of a lack of guidance for the individual communities but the performance has stabilized, and we expect improved performance in 2018. We've invested over $5 million into renovating the communities. It's substantially complete. We are planning grand reopenings in the next few months. We've hired additional salespeople at four of the seven communities to help improve the lead conversion and drive occupancy. And Senior Lifestyle has added a regional resource that is solely dedicated to our community. So we expect these factors to improve the performance over the course of 2018.

Okay. And then finally, on page 50, in your guidance, you mentioned six of the Brookdale assets will be sold at a 7.4% yield, and that's different from the 6.5% that you previously quoted. I'm assuming cash flow's not going up over the last few months. Is this representing a change in the value of the assets?

No. The real distinction there, if you look, there are two triple-net assets that are included in that. When we came out with our guidance on pricing last quarter, it was based on EBITDAR. So those two triple-net assets have coverages below 1.0%. So that's why when we look at the 2018, we're looking at it on a cash yield basis, which is EBITDAR for the SHOP assets, but it's the lease yield on the triple-net. But when you look to EBITDAR on the triple-net, it's still that 6.5%.

But the SHOP would have declined not (01:10:32) to offset that?

We looked at that but I would say it's still largely in line with the 6.5%.

Okay. Thank you.

Thanks.

Our next question comes from Chad Vanacore with Stifel. Please go ahead. Mr. Vanacore, your line is open. Chad Christopher Vanacore - Stifel, Nicolaus & Co., Inc.: All right. Thank you. So, I just want to swap back to the CapEx question. CapEx in the quarter was pretty well elevated. Where did that CapEx go to and then what's a good assumption for 2018?

Yeah. Hey, Chad. It's Pete. I'll take that. So you're right. It was higher in the fourth quarter. It really primarily relates to just timing of the capital spend. Most of that increase is in life science and MOBs and on the positive side, leasing actually drove a lot of increased lease commissions in December, bringing that number up. We also began some common area improvements within MOBs as well, as we look towards driving leasing results in 2018. So we saw a slight tick up there. And then we did see some additional investment we've put into our Sunrise assets also. So really, it's just a timing thing. When you look at what we're assuming for 2018, I would encourage you to just go to page 50 and you can see that we've got all of our CapEx broken out towards the bottom end of that page. Chad Christopher Vanacore - Stifel, Nicolaus & Co., Inc.: All right. That's good. And then another thing is G&A as a percent of revenue was also elevated in the quarter. So, what's a good G&A forecast for 2018? I assume this quarter had a whole bunch of noise from some non-recurring items.

Yeah. I would say from a G&A perspective, and we've got that in our other items on page 50, we're looking at $82 million to $87 million. That's really flat to where it was last year, so we don't see G&A going up. Now you will have some noise from severances and then Mike's severance will be a first quarter item that we'll deal with. It was not in 2017, but we did have some severance items in 2017 as well. But I would say the $82 million to $87 million is our number, and that's basically flat to where it was last year. Chad Christopher Vanacore - Stifel, Nicolaus & Co., Inc.: All right. And then just one more, you had mentioned expecting a seasonal drop in your SHOP portfolio in the first quarter. Are you modeling any improvements in occupancy in the back half of the year, in 3Q and 4Q in 2018?

Yeah. We have our normal seasonal adjustments which would show that improvement in the occupancy. Chad Christopher Vanacore - Stifel, Nicolaus & Co., Inc.: All right. Thanks for taking the questions.

Thanks, Chad.

Our next question comes from Michael Carroll with RBC Capital Markets. Please go ahead.

Yeah. Thanks. Pete, can you talk a little bit about the planned dispositions that you guys highlighted last quarter? And will these dispositions, the timing or valuations of these deals, be impacted at all by the difficult flu season we're going through right now?

Yeah. Why don't I take the first part and then Kendall wants to jump in on the second part as well, if he can. But as we look at – and I outlined this in my prepared remarks – but as we think about the dispositions, generally, the Brookdale sales, those are under contract. We've actually closed on one already, and then we'll close on the balance the end of this quarter. The RIDEA II JV that we say we'll close the remaining piece there in Q2, really, the reason for the delay is just license transfers. It's an entity-level deal. So to get the licenses transferred over actually takes quite some time, especially in California. So that's really the reason why that transaction hasn't closed yet. UK, we're looking at Q2. We're far along in that process, so we think that's a Q2 item. Genentech is pretty straightforward, that's just in in July. And then on these Brookdale sales to third parties, we're in the middle of a process we've been running. It's a lot of assets. You have to get the various bidders through all of the assets to tour them and they're not all located in one area. So it does take a little bit of time to do that. But as we look at those assets, we've provided budgets as well to all the prospective bidders and we've provided information on where we see things for 2018. So with regards to how we see pricing, we've laid out knowing that we've provided that information where we see pricing right now, and that's at the $600 million to $700 million range on the page 50 of our guidance.

Okay. Great. And then I just wanted to confirm too, is there anything outside of these announced deals that HCP still would like to sell? Is it just typical capital recycling after this?

Yeah. The fact is that this is what I would refer to as the end of the heavy black end (01:15:58) of our repositioning. We've identified the assets that we felt were non-core and have spoken to the Street about them. I think the Street understands us well at this point. And any other transactions as far as sales – I would put it this way, there's always a certain amount of annual pruning that takes place when you've got a big portfolio, so that goes on forever. But as far as like another bucket of non-core assets that we haven't spoken about, that is not the case.

Okay. Great. Thank you.

You bet.

The next question comes from Drew Babin with Robert W. Baird. Please go ahead. Drew T. Babin - Robert W. Baird & Co., Inc.: Hey. Good morning.

Good morning, Drew. Drew T. Babin - Robert W. Baird & Co., Inc.: Quick question on the transaction market out there. Obviously, the implied cap rate on your stock, especially kind of holding MOB and life science segments maybe closer to 6%, and saying that senior housing should be valued at a much higher cap rate than I think you would argue the private market's attributing to it. And I guess can you give us some color on how the private market is underwriting deals in terms of unlevered IRR, growth expectations, or just kind of what are you hearing from that side of the fence?

Yeah. We hear a lot. In fact, why don't I – I'll it turn it to Tom Klaritch first to talk MOB and life science, and then Kendall on the senior housing. They're both very much dialed in. Tom, why don't you start?

I think there's been a lot from private money driving toward MOB. So even though some of the typical MOB buyers that – diversified REITs and the pure-plays have not done as much volume. We're seeing a lot of demand for space, and quite frankly, there's been a shortage of supply at this point. There was a couple large deals in 2017 that everybody is aware of, the Duke deal, (01:17:52) and most recently the Bentall Kennedy. Actually, 2018 has started off a little slower than last year. We wouldn't anticipate those giant deals. But there are some out there, and we're hearing that in the next couple of months, there'll be some other deals coming to market. Right now, the only thing of size is a large, mostly off-campus portfolio in Chicago.

Then life science.

In life science, again, there hasn't been a lot of marketed deals. Recently, there is a transaction in Boston that we're looking at. Other than that, it's been really what you've seen from us this past year with really value-add type plays where we go in and buy an asset that's a little lower occupancy like our 6000 Shoreline, below-market rents. We were able actually at this point to lease that asset up to 100% and captured some of the rent upside there. We also bought two assets in San Diego that we targeted for redevelopment right away and we're well along on those. So that's kind of the plays we're seeing in life science right now.

Thanks. Kendall, on senior housing.

Yeah. So the investment volume was down in the fourth quarter as compared to the third quarter and compared to last year. We have seen a recent pickup in activity in this year, there are some larger deals out there. Cap rates are stable. We haven't seen any change in the cap rates. And while the REITs have been on the sidelines a little bit on the acquisition activity, the private equity firms are very active and we're also seeing some increased interest from some of the international buyers. Drew T. Babin - Robert W. Baird & Co., Inc.: So would it be fair to say that, I guess, private equity investors are looking past delay of the supply and more focused on the long-term demographic trends?

I think that would be safe to say. Drew T. Babin - Robert W. Baird & Co., Inc.: Okay. It's all very helpful. Thank you.

Yeah. Thanks.

The next question comes from Todd Stender with Wells Fargo. Please go ahead.

Hi. Thanks. Just a clarification, back to the Tandem loan, I thought that you had a buyer for that and were anticipating closing in Q4. I just wanted to see what happened there.

Yeah. At that time when we had taken the original impairment, it was because the borrower had discontinued paying interest and they were working with us to set up a discounted pay-off arrangement. And at some point, it started to become clear that that may not happen. And so that's why when we took the original impairment, it was a smaller amount. And then subsequently, as we realized that that DPO wasn't going to happen, we had to start considering other alternatives in the market.

So is it cash flowing now? Are they current or what are you receiving now?

No, they're not cash flowing. They're not current. And that's why we're taking the actions that we're taking – well, part of the reason we're taking the actions that we're taking.

And so how is it determined what the value would be at $105 million? If it's not cash flowing, is that based on just underlying asset value, that collateral?

Yes. So we looked on a weighted average approach. And since the sale is a very viable alternative, and in fact, that's our preferred alternative, as we've stated, the weighted average is heavily weighted towards a sale. And that's what drove our carrying value to be written down to $105 million.

Okay.

I will tell you this, that – because I'm sure you're curious given that we've had a few steps in this process – there is actually a fairly significant number of parties that are interested in the paper, and we are deep into that process. So there will be more to come on that topic.

Okay. Thank you.

Thank you.

Our next question comes from Michael Mueller with JPMorgan. Please go ahead.

Thanks. Hi. Just a few quick ones here. First of all, on the same-store SHOP guidance for the year, the 150 basis-point occupancy reduction, is that an average for the year or is that a yearend metric?

It's an average for the year, so year-over-year average comparison.

Got it. Okay. Okay. And then going back to that $5 million rent cut, when did that become effective?

It became effective on January 1.

January 1, okay. And last question on page 50 under non-FAD CapEx, the casualty-related capital, what exactly is that?

Yeah. The casualty-related 01:23:03 capital is mostly related to generators in Florida. We actually have an obligation to put generators within all of our senior housing assets, there are many of them within Florida that don't have that. So that's mostly what that's about.

You'll recall...

Got it. Okay.

...that after that hurricane occurred, there were some seniors – obviously, other communities that died due to the heat as the air conditioning failed and the state of Florida stepped in and wanted to ensure that doesn't happen again. So this is something that is going to be pertinent to all operators or owners of these types of assets in the state of Florida. So that's – again, that's that cost.

Okay. That was it. Thank you.

Thank you.

Our next question is a follow-up from Smedes Rose with Citi. Please go ahead.

Yeah. It's Michael Bilerman. Just a question – either Tom or Pete, just on the dividend. In your opening comments, you made a point to try to say the dividend is safe. Just two questions around that. If you just take your FAD math, you're going to drop down to $1.55 at the low end for the full year relative to $1.48 dividend. I mean, 96%, I recognize, is you're still under, but there's not a lot of room there. And on the other side, my assumption is your FFO is going to trend down over the course of the year. So that just given all the timing of all the sales that are happening in midyear, that's dilutive. And so your 4Q FFO, unless you tell me differently, is going to be lower than your first quarter FFO, which is going to put the payout ratio at even higher levels. So, am I missing something in that?

No. We actually have taken into account all of the dilution from sales in our $1.80. And as we look forward, Michael, I mean, right now, we're in the below 90% payout ratio. And as I said in my prepared remarks, we're comfortable at that level. But we see that as we have created this earnings base in 2018 to grow off of it as getting lower over time. We don't see it as getting higher as you go through. And so we're not seeing it the same way I think you're seeing it.

But, I mean, if you just take – I mean, your range for the year is $1.77 to a $1.83, right? So $1.80 at the midpoint. All of the transaction activity is generally towards the middle part of the year because you're paying back debt at much lower rates than you're selling assets and it takes time for the CapEx investments. It's not a $0.45 a quarter FFO, right? Your FFO's going to be higher at the start of the year than where it ends, right?

Yes. But then as we get more into 2019 and beyond, we'll see continued growth in our segments as well, so you have to factor that in.

Yeah. Michael, your point's right as well. We are going to have some same-store growth that does factor in throughout the year that assists that, and we have looked at it on a full year basis. But your point is correct. One other thing that I would mention that I looked at is the quality of the portfolio as we look at a dividend coverage in the low 90s. Having sold the non-core assets that were not components of the portfolio that we wanted to hold long term, lot of those assets, we felt, had a lot of risk around them. Now that we've cleaned that portfolio up, we think we have a much, much more stable portfolio as far as the cash flow generation. So despite the fact that what you're saying is true, I think it's partially offset by same-store growth throughout the quarters and a very stable portfolio. That's a fair point.

Right.

Well, the math I was just doing was taking your $1.80 midpoint. You list all the FAD numbers on slide 50, which is great, it's a total of $103.5 million, $0.22 a share. You ticked off $0.22 off $1.80 and you're down at $1.58. That's 94%. The low end of the range is 96%, and the high end of the range is 92%. It's just simple math on your numbers. That's where the – but it's going to trend worse as you get to the end of the year, rather than better. So I was just trying to better understand the seasonality of your FFO, just given the capital markets activities that you are doing.

Yeah.

Are you guys going to put out a quarterly sort of guidance range or not going to go there?

No. I think we'll just stick with the guidance the way that we've set it.

And just the removing the CCRCs in the unconsolidateds, you present on slide 54 what 2017 would have been, which is a 40 basis-point benefit to 2017 guidance. I mean, do you have a similar sort of analysis based on the guidance that you'd lay out for 2018 relative to that 1% total portfolio growth, what that would have been under your old methodology?

Yeah. We did do that and we would have actually had a slightly better outcome inclusive of the CCRC's based on our – if they were included in the SHOP portfolio based on our projections. But at the same time, we still concluded that CCRCs do not belong in the SHOP portfolio for comparability purposes with peers. And the entrance fees just do not lend themselves well to being part of the SPP pool.

And do you have – last question, just in terms of the senior housing triple-net portfolio. Do you have a sense in talking to your operator sort of where those operations are headed and how similar or different they would be than your operating senior housing portfolio? And in fact what I'm getting at is if your operating portfolio is going down 4% (01:29:25), and your net leased assets, their operations are going to go down the same level, that that coverage level is going to start getting pretty tight, excluding the Brookdale reset that you just did. So I don't know if you have color in terms of the performance going forward of the triple-net portfolio relative to your operating assets.

Look, there's some additional noise in the SHOP portfolio in and around the Brookdale transition. So that is affecting that range. I think that some of the same things that are facing the SHOP portfolio in terms of the flu and new supply are also facing our triple-net portfolio. I think generally, when you do look at our triple-net portfolio, see the high coverage is on the Brookdale assets, and then you look at our others, Sunrise and Aegis and HRA, I'd say, generally, I think the quality and the markets of those assets is a little bit better than where we are in our SHOP portfolio. So you might see performance be a little bit better there than the SHOP, the overall.

Okay. Thank you.

Thanks, Michael.

And this concludes our question-answer-session. I'd like to turn the conference back over to Tom Herzog for any closing remarks.

Thank you, operator. So this concludes our call. Thank you all for taking the time to join us this morning and we look forward to talking to you all soon.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.