NOTE 4. Real Estate Property Investments

Acquisition of Private Pay Senior Housing Portfolio (“RIDEA III”)

On June 30, 2015, the Company and Brookdale acquired a portfolio of 35 private pay senior housing communities from Chartwell Retirement Residences, including two leasehold interests, representing 5,025 units. The portfolio was acquired in a RIDEA structure (“RIDEA III”), with Brookdale owning a 10% noncontrolling interest. Brookdale has operated these communities since 2011 and continues to manage the communities under a long-term management agreement, which is cancellable under certain conditions (subject to a fee if terminated within seven years from the acquisition date). The Company paid $770 million in cash consideration, net of cash assumed, and assumed $32 million of net liabilities and $29 million of noncontrolling interests to acquire: (i) real estate with a fair value of $771 million, (ii) lease-up intangible assets with a fair value of $53 million and (iii) working capital of $7 million. As a result of the acquisition, the Company recognized a net termination fee of $8 million in rental and related revenues, which represents the termination value of the two leasehold interests. The lease-up intangible assets recognized were attributable to the value of the acquired underlying operating resident leases of the senior housing communities that were stabilized or nearly stabilized (i.e., resident occupancy above 80%). From the acquisition date to September 30, 2015, the Company recognized revenues and earnings of $47 million and $1 million, respectively, from RIDEA III. As of September 30, 2015, the purchase price allocation is preliminary and may be subject to change.

Pro Forma Results of Operations

The following unaudited pro forma consolidated results of operations assume that the RIDEA III acquisition was completed as of January 1, 2014 (in thousands, except per share amounts):



	Three Months Ended		Nine Months Ended September 30,
	September 30, 2014		2015		2014
Revenues	$	644,856	$	1,963,402	$	1,807,405
Net income		255,107		56,009		749,106
Net income applicable to HCP, Inc.		251,297		46,662		736,580
Basic earnings per common share		0.55		0.10		1.60
Diluted earnings per common share		0.55		0.10		1.60

2015 Other Acquisitions

In addition to the RIDEA III acquisition discussed above, a summary of other real estate acquisitions for the nine months ended September 30, 2015 follows (in thousands):


	Consideration							Assets Acquired(1)
	Cash Paid/			Liabilities		Noncontrolling				Net
Segment	Debt Settled			Assumed		Interest		Real Estate		Intangibles
Senior housing	$	221,023	(2)	$	8,227	$	3,885	$	209,084	$	24,051
Post-acute/skilled nursing		178,707	(2)		—		—		151,663		27,044
Medical office		377,351	(3)		12,849		—		349,649		40,551
	$	777,081		$	21,076	$	3,885	$	710,396	$	91,646

(1)

Amounts include preliminary purchase price allocations which may be subject to change.

(2)

Includes £174 million ($254 million) of the Company’s HC-One Facility (see Note 7) converted to fee ownership in a portfolio of 36 care homes located throughout the United Kingdom (“U.K.”) and includes £27 million ( $42 million) of a loan originated in May 2015 converted to fee ownership in two U.K. care homes.

(3)

Includes $225 million for a medical office building (“MOB”) portfolio acquisition completed in June 2015 and placed in HCP Ventures V, of which in October 2015 the Company issued a 49% noncontrolling interest in HCP Ventures V for $110 million (see Note 13).

2014 Acquisitions

A summary of real estate acquisitions for the nine months ended September 30, 2014 follows (in thousands):


	Consideration								Assets Acquired
				Liabilities		Noncontrolling					Net
Segment	Cash Paid			Assumed		Interest			Real Estate		Intangibles
Senior housing	$	215,381	(1)	$	1,021	$	6,321	(2)	$	205,778	$	16,945
Life science		43,500			250		—			41,281		2,469
Medical office		208,266			463		—			186,799		21,930
	$	467,147		$	1,734	$	6,321		$	433,858	$	41,344

(1)

Includes £76 million ($129 million) translated into U.S. dollars.

(2)

Includes $5 million of non-managing member limited liability company units.

Completed Developments

During the nine months ended September 30, 2014, the Company placed in service the following: (i) two life science facilities, (ii) a MOB and (iii) a post-acute/skilled nursing facility. These completed developments represented $41 million of gross real estate on the Company’s consolidated balance sheets as of the date they were placed in service. There were no completed developments placed in service during the nine months ended September 30, 2015.

Construction, Tenant and Other Capital Improvements

A summary of the Company’s funding for construction, tenant and other capital improvements follows (in thousands):


	Nine Months Ended September 30,
Segment	2015		2014
Senior housing	$	76,640	$	23,876
Post-acute/skilled nursing		3,369		2,533
Life science		80,871		91,178
Medical office		93,012		43,773
Hospital		37		1,357
	$	253,929	$	162,717