Good day and welcome to the HCP, Inc. Second Quarter 2018 Financial Results 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, Finance and Investor Relations. Please go ahead.

Thank you, operator. Welcome to HCP's second 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 our 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 these forward-looking statements. Certain non-GAAP financial measures will be discussed on this call. In an exhibit of the 8-K we furnished to the SEC today, we have reconciled all non-GAAP financial measures to the most directly comparable GAAP measures in accordance with Reg G. The exhibit is also available on our website at hcpi.com. I will now turn the call over to our President and Chief Executive Officer, Tom Herzog.

Thanks, Andrew, and good morning, everyone. With me today are Pete Scott, our CFO; and Scott Brinker, our CIO. Also here and available for the Q&A portion of the call are Tom Klaritch, our COO; and Troy McHenry, our General Counsel. This was a busy and productive few months for HCP. We delivered overall operating results in line with our expectations. We completed the majority of our senior housing operator transitions. We closed or placed under contract $1.5 billion of non-core asset dispositions plus closed on our UK joint venture with Cindat which resulted in $402 million in proceeds. We continue to reduce our leverage and repaid $1 billion of debt. We signed 324,000 square feet of leases related to our assets under development. We entered into a $605 million MOB joint venture with Morgan Stanley that added a strong presence in the Greenville market with a tenant that is the largest healthcare system in South Carolina, and we commenced development of Phase IV of The Cove life science campus in South San Francisco and an expansion of our life science Hayden campus in Boston, increasing our total pipeline to $800 million. In short, our team made tremendous progress executing in all facets of our previously announced strategy. With our transaction progress to date, we have now closed or under contract on over 90% of the $2.2 billion of sales we identified back in November 2017. Operationally, our life science and medical office businesses are performing very well. We continued to see strong life science demand in all three of our markets, in particular, San Francisco and Boston. As expected, our 81% on-campus medical office portfolio is producing stable growth. Similar to last quarter, we continued to navigate the headwinds within our senior housing business with performance at our transition…

Thanks, Tom. Let's start with second quarter results. We reported FFO as adjusted of $0.47 per share and our portfolio delivered 0.7% year-over-year same-store cash NOI growth, which was in line with our expectation. Let me provide more details around our major segments. For medical office, same-store cash NOI grew 2.5% over the prior year, driven by in-place lease escalators and operating expense savings. Demand fundamentals for outpatient medical office building continues to be strong. Year-to-date, we have achieved a retention rate of over 75% on renewal and a positive mark-to-market on rent of 2%. Turning to life science, second quarter same-store cash NOI grew 0.5% over the prior year, which, as we've discussed, was impacted by the mark-to-market of the Rigel lease. On a normalized basis, same-store cash NOI in life science would have been approximately 3.5%. Tenant demand remained strong across our three core markets. Sequentially, occupancy moved 120 basis points higher driven by the lease commencement at some of our recently vacated spaces. Cash re-leasing spreads during the quarter blended to positive 24%, driven in part by sizable mark-to-market in our Hayward and South San Francisco portfolios. Shifting to our life science development, at The Cove Phase III, we are now 100% leased, well ahead of expectations. We are excited to expand our relationship with Denali Therapeutics, who will take 153,000 square feet of space at Phase III. Denali is an existing tenant of HCP and completed a successful IPO in December 2017. In addition, we welcome Alector to our group of high-quality tenants. Alector, who will occupy 105,000 square feet of space at Phase III, is a fast-growing biotech company focused on developing potential cures for both Alzheimer's and many forms of cancers. On our other major developments in South San Francisco, we continued to see…

Thank you, Pete. The takeaway on the investment side of the business is execution and progress. This morning, we announced a $605 million joint venture with a fund managed by Morgan Stanley Real Estate. HCP will own a 51% interest and Morgan Stanley will own the balance. We used relationships and creativity to source and structure an investment that's economically and strategically accretive. To form the Venture, HCP will contribute nine MOBs valued at $320 million. Our sale cap rate is in the low-4s on trailing NOI. Today, those nine buildings are 80% leased. And while we fully expect them to lease up, it will take time and capital to do so. Morgan Stanley will contribute equity that allows the Venture to acquire an on-campus medical office portfolio anchored by the Greenville Health System or GHS. The acquisition was sourced by HCP and the purchase price is $285 million. Our acquisition yield is roughly 6% inclusive of joint venture fees. Big picture, we like the market, tenant, the real estate and our capital partner and I'll elaborate on each point. Greenville is a new market for HCP, allowing us to expand our platform and market reach. It's the largest MSA in the state, and the favorable business climate is driving continued growth. Our anchor tenant is GHS. They are, by far, the leading health system in the state. They capture more than 50% share of the Greenville market and they have an A credit rating. This is a new relationship for us and one we expect will provide future opportunities. The buildings themselves are 95% on-campus, which is a key metric when investing in medical office because location drives demand. 94% of the space is leased directly to GHS who will sign new ten-year leases at closing. Our capital partners,…

We will now begin the question-and-answer session. The first question comes from Rich Anderson of Mizuho Securities. Please go ahead.

Thanks. Good morning. On the Brookdale situation, Scott, did you say you expect to have the rest of the transitions done this month?

Hey, Rich. Good morning. We expect to have most of them done this month. We've got about three quarters of the transitions already completed. We've got eight or so more scheduled for August, and then a small handful that we'll likely transfer later in the year due to licensure delays.

And so, the bigger-picture question is would you say you're on plan or ahead of plan in terms of getting all of it done, transition, sales, everything, from the Brookdale process?

100% on plan. We carefully chose the operating partners, continue to feel extremely strong about, over time, their ability to turn these properties around. But as expected, the transition period is choppy, and our NOI this year is reflecting that. Occupancy is way down, not a surprise given the turnover at the properties at the leadership level. The good news is Atria, Sonata, Sunrise, they're now in most of these buildings, establishing the new team, the new culture, rebuilding the local reputation, but these things take time. So, we continue to be very optimistic that we'll recapture the big decline in occupancy, and it's been big. I mean, we're down nearly 1,000 basis points in occupancy over a year, Rich. I mean, that's how NOI declines 15%. And frankly, it could get a little bit worse next quarter. We don't know for sure. It's a relatively small pool. So, it's important to keep that in mind. We're only talking about $8 million or so of NOI per quarter. So these aren't huge numbers, but the percentages sure look ugly. But we are optimistic we'll recapture that. We've got a good precedent. Atria's done this a lot. We're redeveloping some assets. So at some point, and it may take a little time, this could easily stretch into late 2019 and 2020. Just because of the big decline in occupancy, it takes a while to get back to level. But once we do, I think you're going to see some pretty attractive growth in those assets.

Okay. My second question maybe for Tom, one of the themes that came out of your peer's calls was that they think that senior housing should get a valuation similar to conventional multifamily. So the question is do you feel that way being a multifamily guy in your past? And second, have you thought at all about marketing assets to sort of multifamily-esque type investors to the extent we can maybe draw some comparisons between how these assets should be valued? I'm curious if that's a strategy that you've thought of.

Hey, Rich. Good question. Obviously, I've experienced both sectors pretty dramatically. I do have some thoughts on this. I think there are some pretty big differences between the two sectors just fundamentally. Senior housing obviously is more complicated with the care component. It's got some – there's always some potential liability that comes with that that does not exist in senior (sic) [multifamily] housing. They're operated by management companies under RIDEA structures and with that, oftentimes with long-term contracts. The operating margins are way different, call it, 30% senior housing, 70% multifamily. So, the volatility within that is different. I think about the 30-day month-to-month lease that you have in senior housing versus multifamily where typically it's a year and you get a certain amount of turnover, but you can have pricing systems that factor that in and establish lease terms that fit neatly into the rental structure as far as timing of year in multifamily. And the other thing that strikes me is licensing. When one goes to transition or sell assets, you go through a whole licensing drill in senior housing that you don't in multifamily. So, at the same time, just to balance it out, the demographic growth in senior housing should produce a big upside. We're going to bump along for a while here. But on the other side of this thing, there should be some real upside, and that lowers the cap rate on senior housing on that component. And then the needs-based AL and memory care are less impacted by the business cycle. So, there are some pros and cons, but in my calculus, having experienced both fairly extensively, when we look at cap rates and IRRs that take all this into account. I'm not surprised that the market is pricing senior housing at…

All right. Great color. Thanks, Tom.

You bet.

The next question is from Juan Sanabria of Bank of America Merrill Lynch. Please go ahead.

Hi. Thanks for the time. Just on the MOB side, I was hoping you guys could give your thoughts on the CMS HOPD rate that was maybe a bit below expectations. And just generally if you can comment on how you think about risks related to some of the mergers and new initiatives like the CVSs and the Aetnas of the world are putting out that it may disrupt primary care physicians in the U.S.?

Tom Klaritch, you're able to take that.

Sure. Hi, Juan. How are you doing?

Hey, Tom.

Yeah. When you look at the proposed rule from Medicare that recently came out, the tenants that are going to be most impacted from that are really going to be hospital outpatient departments that are in off-campus buildings. If they have a high Medicare percentage of patients, then that will also impact them. It's interesting too because of the historical service mix of for-profits versus not-for-profits, the for-profits actually are in a better position than the not-for-profit. So, if you look at our portfolio, we're 81% on-campus. So, on-campus facilities aren't impacted by the rule. Our Medicare mix is lower than the national average at 16%, and we're 60% for-profit. So, we're probably in one of the better positions when you think of this rule. As far as the mergers of like Walmart, Humana and CVS, we consider those, as you said, more of a primary care impact. You look at the retail health clinics and the urgent care centers, I see that as more of an impact to them. So, it's more of a provider side competition. Again, if you look at our portfolio, we're 81% on-campus and we actually have a much higher mix of specialists in our portfolio. If you look at the national average of physicians, primary care docs make up about 33%. If you look at our portfolio, it's only 19%. So again, I think we're pretty well-insulated from that also.

That 19% is of what, sorry?

19% primary care physicians versus 33% on average. So what that points to is we have a much higher percentage of specialists in our portfolio.

Okay. Thank you. And then I was just hoping maybe for Scott Brinker on seniors housing. Any updated thoughts on just nationally maybe not related to your ideal portfolio specifically, but how you're thinking about when fundamentals would trough, it clearly starts at peak. I'm not sure if the deliveries are kind of peaking now, but if you can just kind of frame the starts, deliveries, and then the actual lease-up time that these things will weigh on the market and when things may begin to turn on a national basis.

Yeah. I'm happy to take that. What I can say, we take – we're spending enormous amount of time looking at that exact question for our specific properties, but we also step back and try to think about it at the national level too, even though it doesn't have a direct impact. It really is a local business. But I'll try to answer your question. The good news is starts have declined two quarters in a row. The starts are down particularly in our markets, but that's also true nationwide. Of course, the offset is that it takes 18 to 24 months for these projects to actually complete from start to finish generally speaking. And that means that for the next 12 to 18 months, most likely that there will still be an imbalance of new supply being delivered that is in excess of the demand that exists. So, what we like is that absorption remained strong. It's in the 2% to 2.5% per year. We think that number only increases going forward. But more likely than not, the dramatic growth in that percentage is probably still a couple of years out. So, I don't think things get worse. I also don't think they get dramatically better for the next 12 to 18 months, but we're clearly heading in the right direction.

Thank you very much.

The next question is from Chad Vanacore of Stifel. Please go ahead. Chad Christopher Vanacore - Stifel, Nicolaus & Co., Inc.: Thanks. So just thinking about your new tenant in senior housing, how many of those represent new relationships and then what are your expectations for growth with those new relationships?

Hey, Chad. It's Scott. It's a mix. So, Atria is taking on the lion's share of the Brookdale transitions in their existing operator, although it wasn't in scale. So now, it's scale and we'd like to do more with them. I think very highly of their team. Great track record. Sunrise is the second largest on the transition list. They're taking on six of the properties. We have a very large portfolio with Sunrise today, 48 properties and we would like to grow with them as well. They do a fantastic job in their core business of memory care and assisted living. Many of the others are actually new where we've very small relationships that we're trying to grow. That includes Sonata who we had really a great experience with in Florida. They successfully turned around some Brookdale properties for us in the past and we'd like to do more with them particularly in the State of Florida. And then, there are a handful that this team is familiar with that we don't work with today that could be great candidates to transition properties to whether it's existing group of Brookdale assets or what we do in the future. So, very optimistic about what's possible with the senior housing business. We're re-making it in a pretty dramatic way, both the properties we own, the operators that we do business with, the way deals get structured, the way we align incentives. So, we're still fairly early, but we like the direction that we're moving. Chad Christopher Vanacore - Stifel, Nicolaus & Co., Inc.: Okay. And then just for clarification on your MOB JV with Morgan Stanley. Can you walk through how it exists today, and then, where it gets to you, you're adding 1.2 million of square foot 2 million square feet or so. And then in your statement, you say that total portfolio is going to get the 3.2 million square feet and 33 properties. Can you just walk through that?

Sure. So, the JVs are separate. The one we formed with Morgan Stanley in 2015 is isolated to a Houston portfolio that's leased to Memorial Hermann, the top health system in Houston. This new joint venture in which we're contributing nine assets and then Morgan Stanley contributing equity so that the Venture can in turn acquire portfolio of commingled health system, MOBs to about 2 million square feet in total, and it will be separate from that existing joint venture. A number of the terms are similar, but they are indeed separate ventures. Chad Christopher Vanacore - Stifel, Nicolaus & Co., Inc.: All right. Thanks for taking the questions.

The next question is from Jordan Sadler of KeyBanc Capital Markets. Please go ahead.

Hi. Good morning. Thank you.

Hi, Jordan.

Hi. I wanted to follow-up on that last question regarding the JV assets. Can you sort of describe or characterize the new assets – sorry, the assets that are being contributed to the new joint venture? I know the occupancy is a bit low, but maybe just give us a sense for – and certainly well below your average. Why these are good candidates for this?

Sure, Jordan. Scott again. There are a couple of reasons. One is that the existing venture with Morgan Stanley is completely concentrated in Houston and the tenant is Memorial Hermann, and about half of the properties that we're contributing here are also in Houston with Memorial Hermann. So it just felt geographically from a relationship standpoint like a portfolio that would fit together pretty well even though they are separate ventures. And then the other assets that we're contributing are older properties that we think have the high likelihood of leasing up, but it is going to take a little bit of time to do so and a lot of capital just because they're older buildings and the typical TIs and leasing commissions that are associated with lease-up. We thought it would be appropriate here to reduce our risk by 50%. We still capture half of that upside. We maintain the market presence and the market position and the footprint. We just reduce our risk profile by 50%.

Okay, that's helpful. And then on triple-net versus RIDEA, you guys have done quite a bit on the transitioning of assets. And I think transitioning assets from the triple-net structure to the RIDEA structure has been all the rage. I'm wondering if you guys are having incremental discussions along those lines within your portfolio. I know Capital Senior on their conference call had mentioned that they're having some type of discussion regarding your relationship with them. I know it's an out-year expiration, but just curious if you could lend any insight.

Hey, Jordan. I can try to cover that; and Tom may want to add a couple of comments as well. It's an important topic. So the triple-net portfolio for HCP is actually extremely high quality, so that's been validated by a number of sell-side research analysts. We certainly think that's the case as well. That's true from the real estate standpoint as well as operators. And when you look at the payment coverage today, it's around 1.1 times that's after management fees, it's about 20 basis points higher before the management fees. And we do have a couple of leases that are low 1.0 times cover. It's about $50 million in annual rent. That's below 1.0 times. But it's important to think maybe more carefully about the composition of that $50 million, half of it in Sunrise, where the rent that we receive it really already reflects the underlying EBITDAR at the property. So, there's really no risk whatsoever on those assets. And the other half of that $50 million that's below 1.0 times are a combination of very strong credits. We have a fair amount of lease term left, and that includes capital senior living, corporate guarantee, two years left on one lease and eight or nine years left on the other lease. And we're always willing to have discussions with our tenant. That's an ongoing conversation. We like to have win-win relationships, but we also understand that these leases are, in many cases, an asset to HCP. So any conversation needs to acknowledge that we own not just the real estate, but we have this lease in place for at least a period of time. And it may well be that two years from now or eight years from now, the supply/demand picture in the senior housing sector looks a lot different. So, we need to keep that in mind as well as we think about things we would do or wouldn't do right now. Tom, anything you'd add?

I think you've captured it. I would mention, Jordan that we will likely transition some of the Sunrise at rent assets to SHOP. I think we've mentioned that the last couple of quarters, so that should not be new. That's just to clean that structure up, so we've spoken to that. But as far as the triple net arrangements that we have in general, holding those based on the term of the lease, the credit, the coverage, is something that is we feel is typically favorable. And if we do have some that we think that there's a better play for the long-term benefit, we'll consider those on a case-by-case basis. As far as Capital Senior, we did see their remarks and understand those. There's nothing imminent in anything that's being discussed there. I think the number of assets that they have mentioned, just for the record for our investors, I think they might have almost doubled the number of assets just by mistake, currently made a mistake. But our exposure to them is quite a bit smaller than what it might have sounded like if you're listening to their call. No big deal, but thought I'd mention it.

Okay. That's helpful. Can I just ask you one more in terms of your dollars as you look forward on the investment front allocation here? You're obviously ramping development on the life science side, and that seems to be a pretty good use of capital. One, with rents escalating, what are those new yields looking like as you do new underwriting on Cove IV and Hayden? And then, two, is that where we should expect you to continue to put dollars going forward?

I'll start with the first part of that, then I'm going to turn it to either Peter or Tom on the life science – Tom Klaritch on the life science stuff. Let me take a minute on that from a big-picture capital allocation perspective, and, Scott, I'll speak to it. You and I talk about it all the time, but you can add as well. We do think life science is quite strong. There's been very favorable demand. We have a sizable development pipeline. It's in the vicinity of $800 million. We'll be looking to spend $300 million to $400 million per year on that. So we're not ramping it up to a new level that serves to create undue risk, but we have had such favorable results in leasing, and there's so much continued demand coming at us in some of those markets that we do expect to continue that, growing that business in life science by way of development. And we do have a 1 million square foot – buildable square foot, I should say, land bank. So, a nice chattel (39:37) development pipeline in life science. We feel good about that. MOBs, we'll continue to expand in MOBs. We're going to be selective in what we acquire. It will very much typically be on campus or anchored. If it's off-campus, we're going to continue with that strategy. The JV that we did is a good example of something that was accretive, allowed us to exit or reduce concentration in Houston, and then add another top 10 market in Greenville, so we like those types of plays. And then senior housing, there, if you just flip to page 19 of our supplement, you would see a list of different noncore sale transactions that would center around senior housing, mezz debt in the UK, all the stuff we told you that we are going to take some actions on, all noncore stuff as we clean up the senior housing portfolio and exit the UK and mezz debt. So, when I think about where you'll see us place money as we go forward, those would be the three markets. As it pertains to the life science and how we're thinking about that, I'll turn it to either Peter or Tom. Pete, do you want to start?

Yeah. Pete here. Good question, Jordan. We obviously like the risk-adjusted returns on the pipeline development that we're getting right now. At Hayden we're underwriting to an expected low to mid 7% yield on cost there. At The Cove, which I know you specifically asked about, that project we've seen rents increase pretty significantly since we started Phase I through now just starting Phase IV. On a blended basis, we're probably in the low 8%s across all the projects, and we're actually going to do much better than that on Phases III and IV because a lot of the infrastructure was done in the first couple of phases. In Sierra Point, which we don't have anything to report on now, but we're getting a lot of interest there, too, and it's tracking with the rental increases generally in South San Francisco. So when you think about those types of yields and putting capital to work, we think it's a very strong risk-adjusted return for us.

Okay. Thank you.

Thank you.

The next question is from Tayo Okusanya of Jefferies. Please go ahead.

Hi. Yes. Good morning over there in California.

Hi, Tayo.

A quick question just around the JV again. The acquisition of the portfolio from Greenville, you guys are talking about a 6% yield. I think the seller is talking about a cap rate that's meaningfully lower. I'm just trying to reconcile the difference. I know part of it is JV fees that you guys expect to get. But what else is kind of – what else am I kind of missing in there?

Hey, Tayo. It's Scott. Let me try to clarify it for you, the roughly 6% in our earnings release is inclusive of the fees that we're earning to manage the joint venture and originate the deal. The actual property-level cap rate that we're acquiring the portfolio for is in the mid-5%s, about 5.6% on the forward NOI. We are going to put some capital into the buildings, plus or minus $15 million. That will likely happen sooner than later. So we just consider that part of our investment basis which brings the initial cap rate down to about 5.4%, but we're still around 6% inclusive of the joint venture fees.

And then when you say for the one-year forward NOI, are you making any assumptions about meaningful lease-up in the portfolio as well?

No. We entered into – will enter into new leases with Greenville at closing for 95% of the space nearly. So, this one is pretty easy to underwrite fortunately.

And overall, that asset – portfolio is in the 99%, or slightly above that, lease status right now. So, not a lot of upside from a leasing perspective.

Got you. Okay. That's helpful. Again, thought overall it was a good quarter and again, you guys should just keep executing.

Thanks, Tayo.

The next question is from Vikram Malhotra of Morgan Stanley. Please go ahead. Vikram Malhotra - Morgan Stanley & Co. LLC: Thanks for taking the question. Just wanted to go back to the triple net exposure x-Brookdale. Scott, on the one hand, you indicate it may be a longer trough, 12 to 18 months, things still may be challenging. We look across several of the other leases. They're all pretty close to 1 times covered with obviously varying expirations. But I'm just wondering how do you think about sort of addressing some of these? Would you – conversion to RIDEA, or buying them out and maybe replacing them – replacing the operator? It seems like if you're correct and things remain challenging, these could very well then – you could have a – they could be below 1 times covered in the next two, three quarters.

Yeah. Vikram Malhotra - Morgan Stanley & Co. LLC: Can you just address some of them more specifically, kind of what your plans are?

Yeah. Vikram, I don't want to discuss particular operators and our plans with them. I can tell you that we're highly engaged with all of our partners on the status of their business and strategy, how the properties are performing, and what we're going to do with the relationships. And the good news is we've got several years, in most cases, to figure this out. So there's no urgent need. There's zero risk of rents not being paid. I think that's an important point to take away is that there's strong credit standing behind these leases, and in many cases, if it's below 1.0, it's only slightly below 1.0. But there are any number of things that we could do. Some of the properties under triple net lease don't get as much CapEx as they need and just need to be refreshed. So we can do that under a triple net lease. We can do that under RIDEA. We could do that with the new operator. In a lot of cases, Capital Senior Living is an example. We've got a lot of very high-performing properties and a few that aren't doing so well, and it may be the case that you'd make the decision to sell those handful of properties that are driving down the whole pool and you're left with a very high-performing portfolio of assets. So we've got a lot of options and a couple of years to figure it out, and we're going to do the thing that's we think best for the shareholders over time. Vikram Malhotra - Morgan Stanley & Co. LLC: Okay. That's helpful. Sticking to sort of senior housing, can you – now that you spend sort of more time maybe looking through the portfolio and what you want to do, can you talk about sort of maybe like building out systems, maybe hiring more people in the sense of trying to create a platform that would enable you to manage these assets, any more data – using more data like you probably did at your prior company?

Hey, Vik. I made the comment earlier, we're remaking the senior housing business. That includes the portfolio, that includes the operating partners, and we're making massive progress on the team and the systems that are going to be necessary to drive performance. So we feel great about the progress that we're making and the team we've got in place. So I'm super excited to be here. It's a dynamic place. We're working our butts off to get this turned around as quickly as we can. Vikram Malhotra - Morgan Stanley & Co. LLC: Okay. But I guess I'm just trying to clarify. Do you – so do you need to sort of build out the systems that you'd like or is there – is it all incremental? Do you need to maybe hire more people? Is this a one-year build-out? Like how – over what timeframe would you think you'd kind of build all, and I'm especially talking about just systems and processes that you'd like to overlay?

Yeah. Vik, it's in process for sure. So we're making rapid progress. Tom and the team that came in almost two years ago have – gave me a huge head start. They brought in some really talented people. We're in the process of putting those systems in place. So the progress that's been made in the last two years, in the last six months is enormous. And over the next 12 months, we're going to make even more enormous progress. I don't know that we're done at that point; I think we're always going to be striving to get better. I think, it's one thing that – I like about senior housing is that there is enormous opportunity to improve upon it. It's such a new product. There's going to be enormous demand for it, and all the things that happened so efficiently and well in other real estate sectors that I think we can learn from, that's all there to be captured for HCP and that's true of all senior housing REITs. It's not just HCP. So we're excited about all the improvements. They can do it here as well. Vikram Malhotra - Morgan Stanley & Co. LLC: Okay. Can you just clarify one last thing? On the life science side, you mentioned that you're tracking towards the midpoint of guidance. Obviously, you've had good traction on the goals. I'm not looking for specific numbers or guidance for next year, but just trying to get a sense of the trajectory for same-store NOI growth, how should we think about – can you just give us some big picture puts and takes, as we start to think about next year for life sciences?

Yeah. Good question, Vikram. Hey, it's Pete here. Maybe just sticking with 2018 for a second, we do expect some ramp up in occupancy from the first half to the second half which will help our numbers for this year as we've signed some leases that just haven't commenced yet. So it's more just a timing thing, and we feel good about where we're falling out. I've said that in my prepared remarks about where we're falling out relative to our range this year for 2018. We did have that Rigel roll-down this year which did impact our numbers and we've talked about that at – quite a bit it at length. On a normalized basis, we would have been in the mid-3s. Without that, I would say that not going into specifics for 2019 and 2020, but we have looked at our lease maturities and we feel like we're pretty far below market right now on average. And so we could see a pretty nice runway for the next couple years. I don't want to give specific numbers, but I would say it would be as good as the normalized growth rates that we're experiencing this year ex the Rigel mark-to-market, perhaps maybe even better than that. Vikram Malhotra - Morgan Stanley & Co. LLC: So essentially you're saying, it's a combo of the bumps and mark-to-market just given where occupancy is?

Yeah. I think occupancy will probably – we're in the mid-90%s now, and it could tick up a little bit beyond that, but it really will be driven mostly by the mark-to-market on the lease maturities. Vikram Malhotra - Morgan Stanley & Co. LLC: Great. Thank you.

And also, we get some upside as these developments have been coming online where the leasing has been stronger than we had anticipated. So that's going to flow through as well.

That will certainly flow through our earnings. It's just a matter of when they make their way into the same-store pool. Vikram Malhotra - Morgan Stanley & Co. LLC: Yeah.

I always think about the bottom line impact. Vikram Malhotra - Morgan Stanley & Co. LLC: Great. Okay. Thank you.

Yeah.

The next question is from Steve Sakwa of Evercore ISI. Please go ahead.

Thanks. Good morning out there.

Good morning, Steve.

When you look at page 13 and you just sort of look at the pie chart of your distribution, I realize some of those areas are going to be changing, but what do you think the mix, the optimal mix is for you guys as you look forward between, say, SHOP and senior housing, triple net, life science, medical office?

Yeah, sure. Steve, this is Tom again. I would – let's talk aspirationally over the next few years. And these numbers of course are not exact, but I would think that we are focused on all three segments somewhat equally, so medical office, life science, and senior housing. So call it a third, a third, a third over time, the three private pay real estate segments of healthcare. And when we think about senior housing, I do think you'll see continued movement from some of the triple nets when it makes sense to SHOP over time like in the Sunrise transition that we've spoken to. From a hospital perspective, it's pretty small. We have high coverage. You probably see at least some of that in our portfolio over for the foreseeable future. You're going to see the UK, of course, as we've spoken to. That will likely disappear. And then in the unconsolidated JV, that's a smaller component. So that's how we see the pipes are looking if you were to look up three, four, five years from now.

Okay. And I know you guys have spent a lot of time on these transition assets, and I appreciate the comments and the length of time that it may take. Can you just kind of help us think through sort of some of the steps that the operators take kind of in the early maybe quarter or two to stabilize things? And I realize, you sounded like things could get a little worse before they get better. But just so what are the sort of steps that unfold as you transition these assets and what do we look for?

Hey. Steve, it's Scott. I'll try to take that. I mean, one thing to keep in mind is that we made the announcement about these transitions way back in November 2017, and here we are in early August. So, it's been eight or nine months. Now, some of the transitions have occurred a couple of months ago. But at a minimum, there is a three- to four-month lag, in some cases, eight or nine months between the announcement and when the actual transfer of the license took place. And until that license transfers there's nothing that the new operator can really do inside of the property. So, there's a long period in between where the local team and staff is sort of in no man's land, and that is an uncomfortable place to be in. If you can imagine putting yourself in those shoes, if you're uncertain about what's going to happen next. And needless to say, that's not a positive thing for the morale and the culture, overtime goes way up, contract labor goes way up, it's hard to find the right staff to lead the building. And then, once the transfer happens, there is a pretty high likelihood that the leadership team is going to be changed, and we've seen that with about half of the properties that have transitioned to-date. The leadership teams gets changed out. And over time, we think that would be the right decision. But in the interim, your building, your community doesn't have a leadership team, and it's hard to market the property and build a staff, train the staff, build the local referral relationship. So, it generally is a three- to nine-month process, three at the low end, nine at the outside timeline to really implement that new team, build that new culture, so that you're in a position where you can really start rebuilding occupancy. And we're right in the middle of that. Some of these properties transitioned in March, some are transitioning still in August. And that's why I say, in terms of a year-over-year comp, it's more likely that the sale – that the growth rate will be late 2019, 2020 before it turns positive although, sequentially, we're going to start seeing some improvement later this year. We're starting to see some early signs already on the Atria transitions that happened in March now that we're 90 to 120 days after the fact. The leadership teams are in place, the deferred maintenance from the – at the property has been cleaned up, the inquiries are trending higher and now it's time to convert that into sales momentum and occupancy improvement.

I would add, Steve, that when the transition occurs – I had opportunity to sit with John Moore and Chris Winkle along with the teams, and they are highly professional on how they approach the transition. It's a five-page checklist that they go through of all the different steps as to how they go at it. Quite impressive, they've done a lot of it. One of the struggles that any replacement operator will have is what they inherit when they received the property, what kind of condition is it in, the staffing, the condition, deferred maintenance, et cetera, a variety of different things. So as they pick these up, it's not uncommon especially when we had a longer delay period due to the timing of the announcement of the Brookdale transaction which had a whole bunch of different facets to it, so it just required an earlier announcement. More time is difficult in that situation. And by the time the replacement operator comes in, there's more work to do. So, it's not terribly surprising that they had drifted further down than we had hoped. But at the same time as that replacement operator picks it up and they recover that last occupancy and clean it up, to Scott's point, there should be some pretty strong upside. The timing of it though is difficult to determine.

Okay, guys. Thanks very much.

You bet.

The next question is from Michael Carroll of RBC Capital Markets. Please go ahead.

Yeah. Thanks. Scott, kind of just off of that last comment you made. What can you do to recapture that occupancy? What does the manager have to do, I mean, do they offer significant discounts on their rents? Do they reduce the rent overall, or do – is it just more of them trying to focus on operations a little bit harder?

Hey, Michael. We're not seeing major discounting or incentives at least relative to last year. So that's not what's driving the decline. It's really occupancy-related. And when the margin is 25%, 30%, there's a creeping multiplier effect for every basis point of occupancy that you lose, and that's what's falling through our numbers. I mentioned earlier, these are good assets. It's why we chose to maintain them rather than sell. And we sold $2 billion of assets. We could have easily put these in that pool. We chose not to because we think they have a lot of opportunity over time. These are properties that were 90% occupied in January of 2017 and today they're about 80%. So this is a local business so we can talk about national supply and demand, and what's happening with new starts but what really matters is, who is your leadership team? What are their relationships in the market? What kind of care is being delivered at the property and rebuilding that local reputation so that we go from 80% to 90% instead of 90% to 80%? So we're confident it's going to happen. We are putting some capital into some of these buildings. Triple net leases in particular, one reason we don't love that structure sometimes is that there isn't always a great alignment of interest in that the tenant may not be investing into the property as much as they need to. A lot of these assets are 20 years old. They're in good locations, but they haven't had the level of capital that's really required to compete with all the new supply, and that's true of attracting the right staff as well, and we need to make sure that our 20-year-old properties at least have the ability to compete effectively. They may be at a slightly lower price point, and that's okay. I think there's a big market for that. But we at least have to pass that initial visual test, and a lot of these properties we're doing it. So that's one reason we're doing some redevelopments. And even the ones that we're not redeveloping, we're going to put a little bit of capital into because Atria, Sunrise, they will do a great job for us, but we need to give them a physical plant that is competitive.

And then what are you seeing in the marketplace right now, I guess the performance difference between Class A and Class B senior housing assets? I mean, has the higher quality stuff performed better so far, and do you think that will change given the new product coming in? Is that going to impact that space a little bit more?

Yeah. It's hard to generalize. I would just go back to the comments that we've been making that this is a local business, and there are a number of markets across the country where the supply/demand imbalances – actually demand/supply imbalance, and we have a couple of those markets. But we also have several where there is just too much new supply even though demand is growing, and that's really what's driving it more so than older versus newer properties, unless it's an old property that hasn't been reinvested in, and those are definitely struggling. And I think you are starting to see even quality of the operations whether it's Atria or Sunrise that is making a bigger difference today. And it's not just physical plant but the quality of the care that's being delivered, the services offered, the value delivered, the quality and training of the staff. Those things are incrementally more important, I think that will increasingly be the case, and it's one reason that we're considering these operator transitions as part of the senior housing business plan to really get it turned around.

Okay. Great. Thank you.

Sure.

The next question is from Smedes Rose of Citi. Please go ahead.

Hi. Thanks. I just wanted to ask you with your latest addition to the board, which I think ticked it up to nine members now. Are you kind of down in the near term with the board composition or would you expect any additional changes in the near term?

Hey, Smedes. It's Tom. Yeah. Adding Kathy Sandstrom brought the board to nine, as you mentioned. We do have two directors that have turned 75. As you may be aware, this past February, we've put in place an age 75 restriction subject to a waiver. If there is a really good reason to extend somebody for a year we can consider that. So, as we look forward, I do think we will be bringing on another board member over the next, call it, 9, 12 months or so. And over some period of time, we'll be dealing with a little bit more refreshment, but we're getting awfully close to being completed with the refreshment process and feel very good about the board that we've put together.

Okay. Thanks. And then, as you look to change your compositions to this, the third, third, and third that you mentioned and have mentioned before, is the JV strategy something that you would continue to pursue as a way – where you contribute assets that you have versus having to raise new capital per se? And then can you just talk about what are – what's sort of the exit strategy with some of these joint ventures if there's one?

The ventures, so – yeah. Good question. The ventures that we've entered into, generally, there is not necessarily any kind of an imminent exit strategy. There are longer lived ventures by intent and we pay attention to the venture partners as to what they're seeking to achieve, pay attention to the leverage that they want, the hold period, et cetera. As to the third, one-third, one-third, I would say that is aspirational over time. It depends on circumstances as it plays out and what opportunities we identify. As far as the JV strategy and would we take that on programmatically? It's a question that I've had before. The answer is no. We're not going to take on a programmatic JV strategy. Each JV that we would consider would have to be strategic in nature. There'd have to be a good reason to do the JV. We have to take into account a number of factors including what the opportunities are, our cost of capital and potential partners and what they're seeking to achieve. And if there's a good match and it does create a win-win for us and our partner and it creates a solid strategic outcome for us, then we would consider JV. As far as a programmatic JV program, that's not our plan.

Okay. Thank you.

You bet.

The next question comes from Lukas Hartwich of Green Street Advisors. Please go ahead.

Thanks. Good morning, guys.

Hi, Lukas.

Hey. So I'm just curious. What was the impetus for the new JV? Was that something that was opportunistic or was that something you've been considering for a while?

Tom, do you want to take that?

Sure. Lukas, this is Tom Klaritch. We've been looking at various new market entries for a while now, and Greenville has been on our radar. We have had discussions with the Greenville Health System over the years. We like the market. The MSA is the largest in the State. They have solid demographics there. We really like the health system and their management team. They've done a good job in the past number of years managing the portfolio, and they recently completed an affiliation with Palmetto Health which is the largest provider in the Mid-State area. So they really created the largest health system affiliation in the State with about 33% market share. We think there is opportunities working with them to grow over time and it's just a nice new market for us.

And then just to clarify, Tom, you've been working on this particular transaction for a period of time. So the impetus to it is just – back to his basic question was...

It was to expand into a new market with a good health system and overall improve our portfolio metrics.

Yeah.

Great. And then just a quick follow-up, and I know it's small, but the sequential improvement in the SHOP performance, was that related to better operating results or was it just the shift because I know the pool changed the number of assets. So is it operating performance or was this just a change in the pool?

Hey, Lukas. Yeah. It was more a change in the pool.

Okay.

Yeah. We went from 69 to 55 assets. A lot of those are the properties that are being sold to Apollo.

Great. Thank you.

Thank you.

The next question is from John Kim of BMO Capital Markets. Please go ahead.

Hey. I just want to follow up on that question. Was that contemplated in your guidance for the year, that the pool would change and therefore the same-store looks a little bit better than what you achieved?

Yeah. Hey, John. It's Pete here. Yeah. No, that was contemplated in our guidance. And then the one thing I would just point out with regards to the second half is the pool could change further between now and the end of the year. There are some moving pieces. There's a lot of moving pieces. But there's still some assets in there that we're marketing for sale right now which could come out between now and the end of the year, and they are underperforming assets. And then we'll continue to evaluate – we have a redevelopment plan for many of these assets, and over time, that will impact the same-store pool as well.

So that 0% to minus 4% full year guidance is on a pool of assets lower than 55, and the full-year performance of that portfolio. Is that correct?

Correct.

Okay. I think Scott Brinker mentioned on the 6% cap rate includes the JV fees. I know it's lower than that ex the fees. But I think you mentioned origination fees as part of that. I just want to make sure I heard that correctly. And if so, why include a onetime fee in the cap rate quote?

Well, they're paying it over time. So the fees that are being paid, there's an asset management fee because we are the managing member of the venture and asset managing it, and then the acquisition fees will be paid over time. So that's the reason we quoted it that way.

Okay. And then finally on your developments in life sciences, can you discuss where pre-leasing levels are for the entire development portfolio and where this compares to the first quarter?

Yeah. Hey, it's Pete here, John. I can take a stab at that. The big movement so far just from last quarter to this quarter is when we had the call last quarter we were 100% committed on the Cove-based grade (69:22). We've now executed all of those leases on those LOIs, so we've essentially gone on a pretty big campus there from 0% leased last quarter to 100% leased now. And the goal is between this quarter and the next couple of quarters to have more to report on Phase IV as well as on Sierra Point. But at this point in time, we don't have actual leases signed, but we have a lot of interest in those.

So what is the pre-leasing levels of the $511 million of development?

Yeah. So the pre-leasing levels now just in the aggregate on those is it's over 50%, but that's split between three projects right now, which we've got are Ridgeview project, Cove Phase III and then our Sorrento Summit project. Those are all 100% leased at this point in time. And then the Cove Phase IV and Sierra Point Phase I, we don't have any leases signed at this point in time. So it's really quite binary. We've got the projects we've been working on for a while now are 100% and then the balance is at zero. But we expect that 0% to come up on those other projects pretty quickly.

Okay. Thank you very much.

Thanks, John.

Your next question is from Daniel Bernstein with Capital One. Please go ahead. Hello? Is your phone on mute? We're not able to hear you.

Yes [Technical Difficulty] (1:11:13-01:11:17).

Daniel, are you there?

I'm sorry. The next question is from Sarah Anne of JPMorgan. Please go ahead. Hello, Sarah, is your phone on mute? I'm sorry. We're not able to hear you.

Can you hear me?

Yes. Please go ahead.

Hey. Sorry. The line was fixed in. Hi, this is Mike Mueller. Just quick question. For the same-store pool in senior housing, the 22 transition or sale properties that are in that that generated this minus 15% comp. Do you have a sense as to how many of those 22 will actually be transitioned and capped versus sold?

Yeah. We haven't decided exactly, Michael. There are a number that are actively being marketed, and it would depend in part on the prices that we received. So, we'll have a better sense for that next quarter and certainly by yearend. But it's one of many reasons that there's just a lot of moving pieces in the pool count. We're trying to be as transparent as we can about those moving pieces and the results from each different component, but it's hard to say today how many of the 22 will be held versus sold.

Got it. And then, how many are in the process of being transitioned that you know you're keeping, but they just happen to be outside of the same-store pool?

Hey, Mike.

Are there other properties? Yeah.

Yeah. There are. What I would say is, of the assets we are transitioning, there are a few. It's actually more than a few. It's in our supplemental where you can see assets that are not in the same-store pool but are getting transitioned on page 15. And you got your senior housing triple-net to SHOP conversion. There are 15 of them.

Got it. Okay. So it's basically some portion of that 22, plus another 15.

Correct.

Got it. Okay. That was it. Thank you.

Thank you.

Thanks.

This concludes our question-and-answer session. I would like to turn the conference back over to Tom Herzog for closing remarks.

Thank you, operator, and thanks to all of you for your time today and your continued interest in HCP, and we look forward to either seeing or talking to you all soon. Bye-bye.

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