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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



Form 10-K

(Mark One)    

ý

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2012

or

o

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                        to                         

Commission file number 1-08895



HCP, Inc.
(Exact name of registrant as specified in its charter)

Maryland   33-0091377
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)

3760 Kilroy Airport Way, Suite 300
Long Beach, California

 

90806
(Zip Code)
(Address of principal executive offices)    

Registrant's telephone number, including area code (562) 733-5100

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Name of each exchange
on which registered

Common Stock

  New York Stock Exchange



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

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

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

          Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes ý    No o

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

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

Large accelerated filer ý   Accelerated filer o   Non-accelerated filer o
(Do not check if a smaller
reporting company)
  Smaller reporting company o

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

          State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter: $18.8 billion.

          As of February 4, 2013 there were 453,379,156 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

          Portions of the definitive Proxy Statement for the registrant's 2013 Annual Meeting of Stockholders have been incorporated by reference into Part III of this Report.

   


Table of Contents

 
   
  Page
Number
 

PART I

 

Item 1.

 

Business

    3  

Item 1A.

 

Risk Factors

    13  

Item 1B.

 

Unresolved Staff Comments

    26  

Item 2.

 

Properties

    26  

Item 3.

 

Legal Proceedings

    32  

Item 4.

 

Mine Safety Disclosures

    32  

PART II

 

Item 5.

 

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

    33  

Item 6.

 

Selected Financial Data

    35  

Item 7.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

    36  

Item 7A.

 

Quantitative and Qualitative Disclosures About Market Risk

    67  

Item 8.

 

Financial Statements and Supplementary Data

    69  

Item 9.

 

Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

    69  

Item 9A.

 

Controls and Procedures

    69  

Item 9B.

 

Other Information

    72  

PART III

 

Item 10.

 

Directors, Executive Officers and Corporate Governance

    72  

Item 11.

 

Executive Compensation

    72  

Item 12.

 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

    72  

Item 13.

 

Certain Relationships and Related Transactions, and Director Independence

    73  

Item 14.

 

Principal Accountant Fees and Services

    73  

PART IV

 

Item 15.

 

Exhibits, Financial Statements and Financial Statement Schedules

    73  

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PART I

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

ITEM 1.    Business

Business Overview

        HCP, an S&P 500 company, invests primarily in real estate serving the healthcare industry in the United States. We are a Maryland corporation organized in 1985 to qualify as a self-administered real estate investment trust ("REIT"). We are headquartered in Long Beach, California, with offices in Nashville, Tennessee and San Francisco, California. We acquire, develop, lease, manage and dispose of healthcare real estate, and provide financing to healthcare providers. Our portfolio is comprised of investments in the following five healthcare segments: (i) senior housing, (ii) post-acute/skilled nursing, (iii) life science, (iv) medical office and (v) hospital. We make investments within our healthcare segments using the following five investment products: (i) properties under lease, (ii) debt investments, (iii) developments and redevelopments, (iv) investment management and (v) investments in senior housing operations utilizing the structure permitted by the Housing and Economic Recovery Act of 2008, which is commonly referred to as "RIDEA."

        The delivery of healthcare services requires real estate and, as a result, tenants and operators depend on real estate, in part, to maintain and grow their businesses. We believe that the healthcare real estate market provides investment opportunities due to the following:

        Our website address is www.hcpi.com. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") are available on our website, free of charge, as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the United States ("U.S.") Securities and Exchange Commission ("SEC").

Healthcare Industry

        Healthcare is the single largest industry in the U.S. based on Gross Domestic Product ("GDP"). According to the National Health Expenditures report by the Centers for Medicare and Medicaid Services ("CMS"): (i) national health expenditures are projected to grow 3.8% in 2013 and 7.4% in 2014; (ii) the average compounded annual growth rate for national health expenditures, over the projection period of 2015 through 2021, is anticipated to be 6.2%; and (iii) the healthcare industry is projected to represent 17.8% of U.S. GDP in 2013.

        Senior citizens are the largest consumers of healthcare services. According to CMS, on a per capita basis, the 75-year and older segment of the population spends 76% more on healthcare than the 65 to 74-year-old segment and over 200% more than the population average.

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U.S. Population Over 65 Years Old

CHART

Source: U.S. Census Bureau, the Statistical Abstract of the United States.

Business Strategy

        Our primary goal is to increase shareholder value through profitable growth, which allows us to maintain or increase dividends per share to our shareholders. Our investment strategy to achieve this goal is based on three principles: (i) opportunistic investing, (ii) portfolio diversification and (iii) conservative financing.

        We make investment decisions that are expected to drive profitable growth and create shareholder value. We attempt to position ourselves to create and take advantage of situations to meet our goals and investment criteria.

        We believe in maintaining a portfolio of healthcare investments diversified by segment, geography, operator, tenant and investment product. We monitor, but do not limit, our investments based on the percentage of our total assets that may be invested in any one property type, investment product, geographic location, the number of properties which we may lease to a single operator or tenant, or loans we may make to a single borrower. With investments in multiple segments and investment products, we can focus on opportunities with the most attractive risk/reward profile for the portfolio as a whole. We may structure transactions as master leases, require operator or tenant insurance and indemnifications, obtain credit enhancements in the form of guarantees, letters of credit or security deposits, and take other measures to mitigate risk.

        We believe a conservative balance sheet is important to our ability to execute our opportunistic investing approach. We strive to maintain a conservative balance sheet by actively managing our debt-to-equity levels and maintaining multiple sources of liquidity, such as our revolving line of credit facility, access to capital markets and secured debt lenders, relationships with current and prospective institutional joint venture partners, and our ability to divest of assets. Our debt obligations are primarily fixed rate with staggered maturities, which reduces the impact of rising interest rates on our operations.

        We finance our investments based on our evaluation of available sources of funding. For short-term purposes, we may utilize our revolving line of credit facility or arrange for other short-term borrowings from banks or other sources. We arrange for longer-term financing through offerings of

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equity and debt securities, placement of mortgage debt and capital from other institutional lenders and equity investors.

        We specifically incorporate by reference into this section the information set forth in Item 7, "2012 Transaction Overview," included elsewhere in this report.

Competition

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

        Income from our facilities is dependent on the ability of our operators and tenants to compete with other companies on a number of different levels, including: the quality of care provided, reputation, the physical appearance of a facility, price and range of services offered, alternatives for healthcare delivery, the supply of competing properties, physicians, staff, referral sources, location, the size and demographics of the population in surrounding areas, and the financial condition of our tenants and operators. Private, federal and state payment programs as well as the effect of laws and regulations may also have a significant influence on the profitability of our tenants and operators. For a discussion of the risks associated with competitive conditions affecting our business, see "Risk Factors" in Item 1A.

Healthcare Segments

        Senior housing.    At December 31, 2012, we had interests in 441 senior housing facilities, 21 of which are in a RIDEA structure. Excluding RIDEA properties, all of our senior housing facilities are leased to single tenants under triple-net lease structures. Senior housing facilities include assisted living facilities ("ALFs"), independent living facilities ("ILFs") and continuing care retirement communities ("CCRCs"), which cater to different segments of the elderly population based upon their personal needs. Services provided by our operators or tenants in these facilities are primarily paid for by the residents directly or through private insurance and are less reliant on government reimbursement programs such as Medicaid and Medicare. Our senior housing property types are further described below:

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        During the fourth quarter of 2012, we acquired 129 senior housing communities for $1.7 billion, from a joint venture between Emeritus Corporation and Blackstone Real Estate Partners VI, an affiliate of Blackstone (the "Blackstone JV"). Located in 29 states, the portfolio encompasses 10,077 units representing a diversified care mix of 61% assisted living, 25% independent living, 13% memory care and 1% skilled nursing. Emeritus continues to operate the communities pursuant to a new triple-net, master lease for the 129 properties guaranteed by Emeritus. For a more detailed description of the acquisition see Note 4 to the Consolidated Financial Statements.

        Our senior housing segment accounted for approximately 33%, 30% and 30% of total revenues for the years ended December 31, 2012, 2011 and 2010, respectively. The following table provides information about our senior housing operator concentration for the year ended December 31, 2012:

Operators
  Percentage of
Segment Revenues
  Percentage of
Total Revenues
 

HCR ManorCare, Inc. ("HCR ManorCare")(1)

    11     30  

Emeritus Corporation ("Emeritus")(2)

    23     8  

Sunrise Senior Living Inc. ("Sunrise")(3)

    15     5  

Brookdale Senior Living, Inc. ("Brookdale")(4)

    14     5  

(1)
Percentage of total revenues includes revenues earned from both our senior housing and post-acute/skilled nursing facilities leased to HCR ManorCare.

(2)
Percentage of total revenues from Emeritus includes partial results for Blackstone JV acquisition. Assuming that full-year results were included for this acquisition in our 2012 revenues, the percentage of segment revenues and total revenues would be 36% and 12%, respectively.

(3)
Certain of our properties are leased to tenants who have entered into management contracts with Sunrise to operate the respective property on their behalf. To determine our concentration of revenues generated from properties operated by Sunrise, we aggregate revenue from these tenants with revenue generated from the two properties that are leased directly to Sunrise.

(4)
Brookdale percentages do not include $143 million of senior housing revenues, related to 21 senior housing facilities that Brookdale operates on our behalf under a RIDEA structure. Assuming that these revenues were attributable to Brookdale, the percentage of combined segment and total revenues associated Brookdale would be 36% and 12% respectively.

        Post-acute/skilled nursing.    At December 31, 2012, we had interests in 312 post-acute/skilled nursing facilities ("SNFs"). SNFs offer restorative, rehabilitative and custodial nursing care for people not requiring the more extensive and sophisticated treatment available at hospitals. Ancillary revenues and revenues from sub-acute care services are derived from providing services to residents beyond room and board and include occupational, physical, speech, respiratory and intravenous therapy, wound care, oncology treatment, brain injury care and orthopedic therapy as well as sales of pharmaceutical products and other services. Certain SNFs provide some of the foregoing services on an out-patient basis. Post-acute/skilled nursing services provided by our operators and tenants in these facilities are primarily paid for either by private sources or through the Medicare and Medicaid programs. All of our SNFs are leased to single tenants under triple-net lease structures.

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        Our post-acute/skilled nursing segment accounted for approximately 29%, 29% and 13% of total revenues for the years ended December 31, 2012, 2011 and 2010, respectively. The following table provides information about our post-acute/skilled nursing operator/tenant concentration for the year ended December 31, 2012:

Operators/Tenants and Borrowers
  Percentage of
Segment Revenues
  Percentage of
Total Revenues
 

HCR ManorCare(1)

    90     30  

(1)
Percentage of total revenues includes revenues earned from both senior housing and post-acute/skilled nursing facilities leased to HCR ManorCare.

        Life science.    At December 31, 2012, we had interests in 113 life science properties, including four facilities owned by our Investment Management Platform. These properties contain laboratory and office space primarily for biotechnology, medical device and pharmaceutical companies, scientific research institutions, government agencies and other organizations involved in the life science industry. While these properties contain similar characteristics to commercial office buildings, they generally contain more advanced electrical, mechanical, and heating, ventilating, and air conditioning ("HVAC") systems. The facilities generally have specialty equipment including emergency generators, fume hoods, lab bench tops and related amenities. In many instances, life science tenants make significant investments to improve their leased space, in addition to landlord improvements, to accommodate biology, chemistry or medical device research initiatives. Life science properties are primarily configured in business park or campus settings and include multiple buildings. The business park and campus settings allow us the opportunity to provide flexible, contiguous/adjacent expansion to accommodate the growth of existing tenants. Our properties are located in well-established geographical markets known for scientific research, including San Francisco, San Diego and Salt Lake City. At December 31, 2012, 96% of our life science leases (based on leased square feet) were under triple-net structures.

        Our life science segment accounted for approximately 15%, 17% and 22% of total revenues for the years ended December 31, 2012, 2011 and 2010, respectively. The following table provides information about our life science tenant concentration for the year ended December 31, 2012:

Tenants
  Percentage of
Segment Revenues
  Percentage of
Total Revenues
 

Genentech, Inc. 

    19     3  

Amgen, Inc. 

    18     3  

        Medical office.    At December 31, 2012, we had interests in 273 medical office buildings ("MOBs"), including 66 facilities owned by our Investment Management Platform. These facilities typically contain physicians' offices and examination rooms, and may also include pharmacies, hospital ancillary service space and outpatient services such as diagnostic centers, rehabilitation clinics and day-surgery operating rooms. While these facilities are similar to commercial office buildings, they require additional plumbing, electrical and mechanical systems to accommodate multiple exam rooms that may require sinks in every room, and special equipment such as x-ray machines. In addition, MOBs are often built to accommodate higher structural loads for certain equipment and may contain "vaults" or other specialized construction. Our MOBs are typically multi-tenant properties leased to healthcare providers (hospitals and physician practices), with approximately 77% of our MOBs, based on square feet, located on hospital campuses and 94% are affiliated with hospital systems. At December 31, 2012, 47% of our medical office leases (based on leased square feet) were under triple-net structures.

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        Our medical office segment accounted for approximately 18%, 19% and 25% of total revenues for the years ended December 31, 2012, 2011 and 2010, respectively. During the year ended December 31, 2012, HCA, Inc. ("HCA"), as our tenant, contributed 14% of our medical office segment revenues.

        Our Investment Management Platform represents the following unconsolidated joint ventures: (i) HCP Ventures III, LLC, and HCP Ventures IV, LLC, which consists of MOB portfolios, and (ii) the HCP Life Science ventures. For a more detailed description of these unconsolidated joint ventures, see Note 8 to the Consolidated Financial Statements.

        Hospital.    At December 31, 2012, we had interests in 21 hospitals, including four facilities owned by our Investment Management Platform. Services provided by our operators and tenants in these facilities are paid for by private sources, third-party payors (e.g., insurance and Health Maintenance Organizations or "HMOs"), or through the Medicare and Medicaid programs. Our hospital property types include acute care, long-term acute care, specialty and rehabilitation hospitals. Our hospitals are generally leased to single tenants or operators under triple-net lease structures.

        Our hospital segment accounted for approximately 5%, 5% and 10% of total revenues for the years ended December 31, 2012, 2011 and 2010, respectively. The following table provides information about our hospital operator/tenant concentration for the year ended December 31, 2012:

Operators/Tenants and Borrowers
  Percentage of
Segment Revenues
  Percentage of
Total Revenues
 

HCA(1)

    29     4  

Tenet Healthcare Corporation

    27     1  

(1)
Percentage of total revenues from HCA includes revenues earned from both our medical office and hospital segments.

Investment Products

        Properties under lease.    We primarily generate revenue by leasing properties under long-term leases. Most of our rents and other earned income from leases are received under triple-net leases or leases that provide for a substantial recovery of operating expenses. However, some of our MOBs and life science facility rents are structured under gross or modified gross leases. Accordingly, for such gross or modified gross leases, we incur certain property operating expenses, such as real estate taxes, repairs and maintenance, property management fees, utilities and insurance.

        Our ability to grow income from properties under lease depends, in part, on our ability to (i) increase rental income and other earned income from leases by increasing rental rates and occupancy levels, (ii) maximize tenant recoveries and (iii) control non-recoverable operating expenses. Most of our leases include contractual annual base rent escalation clauses that are either predetermined fixed increases and/or are a function of an inflation index.

        Debt investments.    Our mezzanine loans are generally secured by a pledge of ownership interests of an entity or entities, which directly or indirectly own properties, and are subordinate to more senior debt, including mortgages and more senior mezzanine loans. Borrowers of our interests in mortgage and construction loans are typically healthcare providers and healthcare real estate generally secures these loans.

        Developments and redevelopments.    We generally commit to development projects that are at least 50% pre-leased or when we believe that market conditions will support speculative construction. We work closely with our local real estate service providers, including brokerage, property management, project management and construction management companies to assist us in evaluating development proposals and completing developments. Our development and redevelopment investments are primarily in our life science and medical office segments. Redevelopments are properties that require

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significant capital expenditures (generally more than 25% of acquisition cost or existing basis) to update, achieve stabilization or to change the primary use of the properties.

        Investment management.    We co-invest in real estate properties with institutional investors through joint ventures structured as partnerships or limited liability companies. We target institutional investors with long-term investment horizons who seek to benefit from our expertise in healthcare real estate. Predominantly, we retain noncontrolling interests in the joint ventures ranging from 20% to 30% and serve as the managing member. These ventures generally allow us to earn acquisition and asset management fees, and have the potential for promoted interests or incentive distributions based on performance of the joint venture.

        Operating properties ("RIDEA").    We may enter into contracts with healthcare operators to manage communities that are placed in a structure permitted by the Housing and Economic Recovery Act of 2008 (commonly referred to as "RIDEA"). Under the provisions of RIDEA, a REIT may lease "qualified healthcare properties" on an arm's length basis to a taxable REIT subsidiary ("TRS") if the property is operated on behalf of such subsidiary by a person who qualifies as an "eligible independent contractor." We view RIDEA as a structure primarily to be used on properties that present attractive valuation entry points and to drive growth by: (i) transitioning the asset to a new operator that can bring scale, operating efficiencies, and/or ancillary services; or (ii) investing capital to reposition the asset.

Portfolio Summary

        At December 31, 2012, we managed $21.3 billion of investments in our Owned Portfolio and Investment Management Platform. At December 31, 2012, we also owned $540 million of assets under development, including redevelopment, and land held for future development.

Owned Portfolio

        As of December 31, 2012, our leases and operating properties and debt investments in our Owned Portfolio consisted of the following (square feet and dollars in thousands):

 
   
   
   
   
   
  Year Ended
December 31, 2012
 
 
   
   
  Investment(3)    
   
   
 
 
  Number of
Properties(1)
   
  Total
Investment
   
  Interest
Income(5)
 
Segment
  Capacity(2)   Properties(1)   Debt   NOI(4)  

Senior housing

    441   45,669 Units   $ 7,543,163   $ 123,642   $ 7,666,805   $ 531,419   $ 3,503  

Post-acute/skilled

    312   41,538 Beds     5,669,469     328,905     5,998,374     538,856     19,993  

Life science

    109   7,002 Sq. ft.     3,362,298         3,362,298     236,491      

Medical office

    207   14,274 Sq. ft.     2,613,254         2,613,254     202,547      

Hospital

    17   2,410 Beds     650,937     46,292 (6)   697,229     80,980     1,040  
                               

Total

    1,086       $ 19,839,121   $ 498,839   $ 20,337,960   $ 1,590,293   $ 24,536  
                               

(1)
Represents 1,065 properties under lease with an investment value of $19.1 billion and 21 operating properties under a RIDEA structure with an investment value of $759 million.

(2)
Senior housing facilities are measured in units (e.g., studio, one or two bedroom units). Life science facilities and medical office buildings are measured in square feet. SNFs and hospitals are measured in licensed bed count.

(3)
Property investments represent: (i) the carrying amount of real estate and intangibles, after adding back accumulated depreciation and amortization; and (ii) the carrying amount of direct financing leases. Debt investment represents the carrying amount of mezzanine, mortgage and other secured loan investments.

(4)
Net Operating Income from Continuing Operations ("NOI") is a non-GAAP supplemental financial measure used to evaluate the operating performance of real estate properties. For the reconciliation of NOI to net income for 2012, refer to Note 14 in our Consolidated Financial Statements.

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(5)
Interest income represents interest earned from our debt investments.

(6)
Includes a senior secured loan to Delphis Operations, L.P. ("Delphis") that was placed on non-accrual status effective January 1, 2011 with a carrying value of $31 million at December 31, 2012. For a more detailed description of the senior secured loan to Delphis, see Note 7 to the Consolidated Financial Statements.

        See Note 14 to the Consolidated Financial Statements for additional information on our business segments.

Developments and Redevelopments

        At December 31, 2012, in addition to our investments in properties under lease and debt investments, we have an aggregate investment of $540 million in assets under development, including redevelopment, and land held for future development, primarily in our life science and medical office segments.

Investment Management Platform

        As of December 31, 2012, our Investment Management Platform consisted of the following properties under lease (square feet and dollars in thousands):

Segment
  Number of
Properties
  Capacity(1)   HCP's
Ownership
Interest
  Joint Venture
Investment(2)
  Total
Revenues
  Total
Operating
Expenses
 

Medical office(3)

    66   3,389 Sq. ft.   20 - 30%   $ 729,831   $ 72,421   $ 30,870  

Life science

    4   278 Sq. ft.   50 - 63%     144,489     10,881     1,513  

Hospital

    4   149 Beds   20%     81,383     4,001     963  
                           

Total

    74           $ 955,703   $ 87,303   $ 33,346  
                           

(1)
Life science facilities and medical office buildings are measured in square feet.

(2)
Represents the joint ventures' carrying amount of real estate and intangibles, after adding back accumulated depreciation and amortization.

(3)
During 2010, one MOB was placed into redevelopment; its statistics are not included in the medical office information.

Employees of HCP

        At December 31, 2012, we had 149 full-time employees, none of whom are subject to a collective bargaining agreement.

Government Regulation, Licensing and Enforcement

        Our tenants and operators are typically subject to extensive and complex federal, state and local healthcare laws and regulations relating to fraud and abuse practices, government reimbursement, licensure and certificate of need and similar laws governing the operation of healthcare facilities, and we expect that the healthcare industry, in general, will continue to face increased regulation and pressure in the areas of fraud, waste and abuse, cost control, healthcare management and provision of services, among others. These regulations are wide-ranging and can subject our tenants and operators to civil, criminal and administrative sanctions. Affected tenants and operators may find it increasingly difficult to comply with this complex and evolving regulatory environment because of a relative lack of guidance in many areas as certain of our healthcare properties are subject to oversight from several government agencies and the laws may vary from one jurisdiction to another. Changes in laws and regulations and reimbursement enforcement activity and regulatory non-compliance by our tenants and

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operators can all have a significant effect on their operations and financial condition, which in turn may adversely impact us, as detailed below and set forth under "Risk Factors" in Item 1A.

        Based on information primarily provided by our tenants and operators, excluding our medical office segment, at December 31, 2012 we estimate that approximately 18% and 14% of the annualized base rental payments received from our tenants and operators were dependent on Medicare and Medicaid reimbursement, respectively.

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

        There are various extremely complex federal and state laws and regulations governing healthcare providers' relationships and arrangements and prohibiting fraudulent and abusive practices by such providers. These laws include (i) federal and state false claims acts, which, among other things, prohibit providers from filing false claims or making false statements to receive payment from Medicare, Medicaid or other federal or state healthcare programs, (ii) federal and state anti-kickback and fee-splitting statutes, including the Medicare and Medicaid anti-kickback statute, which prohibit the payment or receipt of remuneration to induce referrals or recommendations of healthcare items or services, (iii) federal and state physician self-referral laws (commonly referred to as the "Stark Law"), which generally prohibit referrals by physicians to entities with which the physician or an immediate family member has a financial relationship, (iv) the federal Civil Monetary Penalties Law, which prohibits, among other things, the knowing presentation of a false or fraudulent claim for certain healthcare services and (v) federal and state privacy laws, including the privacy and security rules contained in the Health Insurance Portability and Accountability Act of 1996, which provide for the privacy and security of personal health information. Violations of healthcare fraud and abuse laws carry civil, criminal and administrative sanctions, including punitive sanctions, monetary penalties, imprisonment, denial of Medicare and Medicaid reimbursement and potential exclusion from Medicare, Medicaid or other federal or state healthcare programs. These laws are enforced by a variety of federal, state and local agencies and can also be enforced by private litigants through, among other things, federal and state false claims acts, which allow private litigants to bring qui tam or "whistleblower" actions. Many of our operators and tenants are subject to these laws, and some of them may in the future become the subject of governmental enforcement actions if they fail to comply with applicable laws.

        Sources of revenue for many of our tenants and operators include, among other sources, governmental healthcare programs, such as the federal Medicare program and state Medicaid programs, and non-governmental payors, such as insurance carriers and HMOs. As federal and state governments focus on healthcare reform initiatives, and as the federal government and many states face significant budget deficits, efforts to reduce costs by these payors will likely continue, which may result in reduced or slower growth in reimbursement for certain services provided by some of our tenants and operators.

        Certain healthcare facilities in our portfolio are subject to extensive federal, state and local licensure, certification and inspection laws and regulations. In addition, various licenses and permits are required to dispense narcotics, operate pharmacies, handle radioactive materials and operate equipment. Many states require certain healthcare providers to obtain a certificate of need, which requires prior approval for the construction, expansion and closure of certain healthcare facilities. The

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approval process related to state certificate of need laws may impact some of our tenants' and operators' abilities to expand or change their businesses.

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

        Certain of the senior housing facilities mortgaged to or owned by us are operated as entrance fee communities. Generally, an entrance fee is an upfront fee or consideration paid by a resident, a portion of which may be refundable, in exchange for some form of long-term benefit. Some of the entrance fee communities are subject to significant state regulatory oversight, including, for example, oversight of each facility's financial condition, establishment and monitoring of reserve requirements and other financial restrictions, the right of residents to cancel their contracts within a specified period of time, lien rights in favor of the residents, restrictions on change of ownership and similar matters.

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

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

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ITEM 1A.    Risk Factors

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

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

Risks Related to Our Business

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

        The global financial markets recently have experienced pervasive and fundamental disruptions. While these conditions have stabilized since the first quarter of 2009 and the capital markets generally have shown signs of improvement, the sustainability of an economic recovery is uncertain and additional levels of market disruption and volatility could materially adversely impact our ability to raise capital, obtain new financing or refinance our existing obligations as they mature and fund real estate and development activities.

        Market volatility could also lead to significant uncertainty in the valuation of our investments and those of our joint ventures, that may result in a substantial decrease in the value of our properties and those of our joint ventures. As a result, we may not be able to recover the carrying amount of such investments and the associated goodwill, if any, which may require us to recognize impairment charges in earnings.

We rely on external sources of capital to fund future capital needs and limitations on our access to such capital could have a materially adverse effect on our ability to meet commitments as they become due or make future investments necessary to grow our business.

        We may not be able to fund all future capital needs from cash retained from operations. If we are unable to obtain enough internal capital, we may need to rely on external sources of capital (including debt and equity financing) to fulfill our capital requirements. If we cannot access these external sources of capital, we may not be able to make the investments needed to grow our business and to meet our obligations and commitments as they mature. Our access to capital depends upon a number of factors, some of which we have little or no control over, including but not limited to:

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        If our access to capital is limited by these factors or other factors, it could have a material adverse impact on our ability to fund operations, refinance our debt obligations, fund dividend payments, acquire properties and development activities.

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

        The credit ratings of our senior unsecured debt are based on our operating performance, liquidity and leverage ratios, overall financial position and other factors employed by the credit rating agencies in their rating analyses of us. Our credit ratings can affect the amount and type of capital we can access, as well as the terms of any financings we may obtain. There can be no assurance that we will be able to maintain our current credit ratings and in the event that our current credit ratings deteriorate, we would likely incur higher borrowing costs and it may be more difficult or expensive to obtain additional financing or refinance existing obligations and commitments. Also, a downgrade in our credit ratings would trigger additional costs or other potentially negative consequences under our current and future credit facilities and debt instruments.

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

        Our outstanding indebtedness as of December 31, 2012 was approximately $8.7 billion. We may incur additional indebtedness in the future, including in connection with the development or acquisition of assets, which may be substantial. Any significant additional indebtedness could negatively affect the credit ratings of our debt and require us to dedicate a substantial portion of our cash flow to interest and principal payments due on our indebtedness. Greater demands on our cash resources may reduce funds available to us to pay dividends, conduct development activities, make capital expenditures and acquisitions, or carry out other aspects of our business strategy. Increased indebtedness can also limit our ability to adjust rapidly to changing market conditions, make us more vulnerable to general adverse economic and industry conditions and create competitive disadvantages for us compared to other companies with relatively lower debt levels. Increased future debt service obligations may limit our operational flexibility, including our ability to finance or refinance our properties, contribute properties to joint ventures or sell properties as needed.

Covenants related to our indebtedness limit our operational flexibility and breaches of these covenants could materially adversely affect our business, results of operations and financial condition.

        Our unsecured credit facilities, unsecured debt securities and secured debt and other indebtedness that we may incur in the future, require or will require us to comply with a number of customary financial and other covenants, such as maintaining certain levels of debt service coverage and leverage ratio, tangible net worth requirements and maintaining REIT status. Our continued ability to incur additional debt and to conduct business in general is subject to compliance with these financial and other covenants, which limit our operational flexibility. For example, mortgages on our properties contain customary covenants such as those that limit or restrict our ability, without the consent of the lender, to further encumber or sell the applicable properties, or to replace the applicable tenant or operator. Breaches of certain covenants may result in defaults under the mortgages on our properties

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and cross-defaults under certain of our other indebtedness, even if we satisfy our payment obligations to the respective obligee. Additionally, defaults under the leases or operating agreements related to mortgaged properties, including defaults associated with the bankruptcy of the applicable tenant or operator, may result in a default under the underlying mortgage and cross-defaults under certain of our other indebtedness. Covenants that limit our operational flexibility as well as defaults under our debt instruments could materially adversely affect our business, results of operations and financial condition.

An increase in interest rates could increase interest cost on new debt, and could materially adversely impact our ability to refinance existing debt, sell assets and limit our acquisition, investment and development activities.

        If interest rates increase, so could our interest costs for any new debt. This increased cost could make the financing of any acquisition and development activity more costly. Rising interest rates could limit our ability to refinance existing debt when it matures, or cause us to pay higher interest rates upon refinancing and increase interest expense on refinanced indebtedness. In addition, an increase in interest rates could decrease the amount third parties are willing to pay for our assets, thereby limiting our ability to reposition our portfolio promptly in response to changes in economic or other conditions.

We depend on a limited number of operators and tenants that account for a large percentage of our revenues.

        During the year ended December 31, 2012, approximately 48% of our revenues were generated by our leasing or financial arrangements with the following four companies: HCR ManorCare (30%); Emeritus (8%); Sunrise (5%); and Brookdale (5%). The failure, inability or unwillingness of these operators or tenants to meet their obligations to us could materially reduce our cash flow as well as our results of operations, which could in turn reduce the amount of dividends we pay, cause our stock price to decline and have other material adverse effects on our business, results of operations and financial condition.

        In addition, any failure by these operators or tenants to effectively conduct their operations or to maintain and improve our properties could adversely affect their business reputation and their ability to attract and retain patients and residents in our properties, which could have a material adverse effect on our business, results of operations and financial condition. These operators and tenants generally have also agreed to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities arising in connection with their respective businesses, and we cannot provide any assurance that they will have sufficient assets, income, access to financing and insurance coverage to enable it to satisfy its indemnification obligations.

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

        For the year ended December 31, 2012, approximately 44% of our revenue was derived from properties located in California (22%), Texas (12%) and Florida (10%). As a result, we are subject to increased exposure to adverse conditions affecting these regions, including downturns in the local economies or changes in local real estate conditions, increased competition or decreased demand, and changes in state-specific legislation, which could adversely affect our business and results of operations.

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

        We lease our properties directly to operators in most cases, and in certain other cases, we lease to third-party tenants who enter into long-term management agreements with operators to manage the

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properties. Although our leases, financing arrangements and other agreements with our tenants and operators generally provide us the right under specified circumstances to terminate a lease, evict an operator or tenant, or demand immediate repayment of certain obligations to us, the bankruptcy and insolvency laws afford certain rights to a party that has filed for bankruptcy or reorganization that may render certain of these remedies unenforceable, or at the least, delay our ability to pursue such remedies. For example, we cannot evict a tenant or operator solely because of its bankruptcy filing. A debtor has the right to assume, or to assume and assign to a third party, or to reject its unexpired contracts in a bankruptcy proceeding. If a debtor were to reject its leases with us, our claim against the debtor for unpaid and future rents would be limited by the statutory cap set forth in the U.S. Bankruptcy Code, which may be substantially less than the remaining rent actually owed under the lease. In addition, the inability of our tenants or operators to make payments or comply with certain other lease obligations may affect our compliance with certain covenants contained in our debt securities, credit facilities and the mortgages on the properties leased or managed by such tenants and operators. In addition, under certain conditions, defaults under the underlying mortgages may result in cross-default under our other indebtedness. Although we believe that we would be able to secure amendments under the applicable agreements in those circumstances, the bankruptcy of an applicable operator or tenant may potentially result in less favorable borrowing terms than currently available, delays in the availability of funding or other material adverse consequences. In addition, many of our facilities are leased to healthcare providers who provide long-term custodial care to the elderly; evicting such operators for failure to pay rent while the facility is occupied may be a difficult and slow process and may not be successful.

Our operators and tenants may not procure the necessary insurance to adequately insure against losses.

        Our leases generally require our tenants and operators to secure and maintain comprehensive liability and property insurance that covers us, as well as the tenants and operators. Some types of losses may not be adequately insured by our tenants and operators. Should an uninsured loss or a loss in excess of insured limits occur, we could incur liability or lose all or a portion of the capital we have invested in a property, as well as the anticipated future revenues from the property. In such an event, we might nevertheless remain obligated for any mortgage debt or other financial obligations related to the property. We continually review the insurance maintained by our tenants and operators and believe the coverage provided to be customary for similarly situated companies in our industry. However, we cannot assure you that material uninsured losses, or losses in excess of insurance proceeds, will not occur in the future.

Our operators and tenants are faced with litigation and may experience rising liability and insurance costs.

        In some states, advocacy groups have been created to monitor the quality of care at healthcare facilities and these groups have brought litigation against the operators and tenants of such facilities. Also, in several instances, private litigation by patients has succeeded in winning large damage awards for alleged abuses. The effect of this litigation and other potential litigation may materially increase the costs incurred by our operators and tenants for monitoring and reporting quality of care compliance. In addition, their cost of liability and medical malpractice insurance can be significant and may increase so long as the present healthcare litigation environment continues. Cost increases could cause our operators to be unable to make their lease or mortgage payments or fail to purchase the appropriate liability and malpractice insurance, potentially decreasing our revenues and increasing our collection and litigation costs. In addition, as a result of our ownership of healthcare facilities, we may be named as a defendant in lawsuits allegedly arising from the actions of our operators or tenants, for which claims such operators and tenants have agreed to indemnify, defend and hold us harmless from and against, but which may require unanticipated expenditures on our part.

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Operators and tenants that fail to comply with the requirements of, or changes to, governmental reimbursement programs such as Medicare or Medicaid, may cease to operate or be unable to meet their financial and other contractual obligations to us.

        Certain of our operators and tenants are affected by an extremely complex set of federal, state and local laws and regulations that are subject to frequent and substantial changes (sometimes applied retroactively) resulting from legislation, adoption of rules and regulations, and administrative and judicial interpretations of existing law. See "Item 1—Business—Government Regulation, Licensing and Enforcement" above. For example, to the extent that any of our operators or tenants receive a significant portion of their revenues from governmental payors, primarily Medicare and Medicaid, such revenues may be subject to:

        In recent years, governmental payors have frozen or reduced payments to healthcare providers due to budgetary pressures. Healthcare reimbursement will likely continue to be of significant importance to federal and state authorities. We cannot make any assessment as to the ultimate timing or the effect that any future legislative reforms may have on our operators' and tenants' costs of doing business and on the amount of reimbursement by government and other third-party payors. The failure of any of our operators or tenants to comply with these laws, requirements and regulations could materially adversely affect their ability to meet their financial and contractual obligations to us.

Legislation to address the federal government's projected operating deficit could have a material adverse effect on our operators' liquidity, financial condition or results of operations.

        Congress may consider legislation to address the fiscal condition of the United States that may include entitlement reform, tax reform, reductions in domestic discretionary spending, budget sequestration of certain non-defense discretionary federal programs, and an increase in the national debt limit that could have a material adverse effect on our operators' liquidity, financial condition or results of operations. In particular, Congress may consider legislation affecting the funding of entitlement programs such as Medicare, Medicaid and Medicare Advantage Plans that may result in reductions in funding and reimbursements to providers; tax reform that may impact corporate and individual tax rates and retirement plans; and an increase in the federal debt limit that may have an impact on credit markets. Additionally, the Administration may implement proposals under current law or legislation that may be approved by Congress that could modify the delivery of services and benefits under Medicare, Medicaid or Medicare Advantage Plans. Such changes could have a material adverse effect on our operators' liquidity, financial condition or results of operations, which could adversely affect their ability to satisfy their obligations to us and could have a material adverse effect on us.

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

        Certain of our operators and tenants are subject to extensive federal, state, local and industry-related licensure, certification and inspection laws, regulations and standards. Our operators' or tenants' failure to comply with any of these laws, regulations or standards could result in loss of accreditation, denial of reimbursement, imposition of fines, suspension or decertification from federal and state healthcare programs, loss of license or closure of the facility. For example, certain of our properties may require a license, registration and/or certificate of need to operate. Failure of any operator or tenant to obtain a license, registration or certificate of need, or loss of a required license, registration or certificate of need, would prevent a facility from operating in the manner intended by such operator or tenant. Additionally, failure of our operators and tenants to generally comply with applicable laws and regulations may have an adverse effect on facilities owned by or mortgaged to us, and therefore may materially adversely impact us. See "Item 1—Business—Government Regulation, Licensing and Enforcement—Healthcare Licensure and Certificate of Need" above.

Increased competition, as well as an inability to grow revenues as originally forecast, have resulted and may further result in lower net revenues for some of our operators and tenants and may affect their ability to meet their financial and other contractual obligations to us.

        The healthcare industry is highly competitive and can become more competitive in the future. The occupancy levels at, and rental income from, our facilities is dependent on our ability and the ability of our operators and tenants to maintain and increase such levels and income and to compete with entities that have substantial capital resources. These entities compete with other operators and tenants on a number of different levels, including the quality of care provided, reputation, the physical appearance of a facility, price, the range of services offered, family preference, alternatives for healthcare delivery, the supply of competing properties, physicians, staff, referral sources, location and the size and demographics of the population in the surrounding area. Private, federal and state payment programs and the effect of laws and regulations may also have a significant influence on the profitability of the properties and their tenants. Our operators and tenants also compete with numerous other companies providing similar healthcare services or alternatives such as home health agencies, life care at home, community-based service programs, retirement communities and convalescent centers. Such competition, which has intensified due to overbuilding in some segments in which we invest, has caused the occupancy rate of newly constructed buildings to slow and the monthly rate that many newly built and previously existing facilities were able to obtain for their services to decrease. We cannot be certain that the operators and tenants of all of our facilities will be able to achieve occupancy and rate levels that will enable them to meet all of their obligations to us. Further, many competing companies may have resources and attributes that are superior to those of our operators and tenants. Thus, our operators and tenants may encounter increased competition in the future that could limit their ability to maintain or attract residents or expand their businesses which could materially adversely affect their ability to meet their financial and other contractual obligations to us, potentially decreasing our revenues, impairing our assets, and increasing our collection and dispute costs.

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

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

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        We cannot assure you that our life science tenants will be successful in their businesses. If our tenants' businesses are adversely affected, they may have difficulty making payments to us, which could materially adversely affect our business, results of operations and financial condition.

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

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

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

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

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Competition may make it difficult to identify and purchase, or develop, suitable healthcare facilities, to grow our investment portfolio.

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

We may be required to incur substantial renovation costs to make certain of our healthcare properties suitable for other operators and tenants.

        Healthcare facilities are typically highly customized and may not be easily adapted to non-healthcare-related uses. The improvements generally required to conform a property to healthcare use, such as upgrading electrical, gas and plumbing infrastructure, are costly and at times tenant-specific. A new or replacement operator or tenant may require different features in a property, depending on that operator's or tenant's particular operations. If a current operator or tenant is unable to pay rent and vacates a property, we may incur substantial expenditures to modify a property before we are able to secure another operator or tenant. Also, if the property needs to be renovated to accommodate multiple operators or tenants, we may incur substantial expenditures before we are able to re-lease the space. These expenditures or renovations may materially adversely affect our business, results of operations and financial condition.

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

        Large-scale, ground-up development of healthcare properties presents additional risks for us, including risks that:

        These risks could result in substantial unanticipated delays or expenses and, under certain circumstances, could prevent completion of development activities once undertaken, any of which could have a material adverse effect on our business, results of operations and financial condition.

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

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

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

        Acquisitions require the integration of companies that have previously operated independently. Successful integration of the operations of these companies depends primarily on our ability to consolidate operations, systems, procedures, properties and personnel and to eliminate redundancies and costs. We may encounter difficulties in these integrations. Potential difficulties associated with

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acquisitions include the loss of key employees, the disruption of our ongoing business or that of the acquired entity, possible inconsistencies in standards, controls, procedures and policies and the assumption of unexpected liabilities, including:

        In addition, the acquired companies and their properties may fail to perform as expected, including in respect of estimated cost savings. Inaccurate assumptions regarding future rental or occupancy rates could result in overly optimistic estimates of future revenues. Similarly, we may underestimate future operating expenses or the costs necessary to bring properties up to standards established for their intended use. If we have difficulties with any of these areas, or if we later discover additional liabilities or experience unforeseen costs relating to our acquired companies, we might not achieve the economic benefits we expect from our acquisitions, and this may materially adversely affect our business, results of operations and financial condition.

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

        We regularly review potential transactions in order to maximize shareholder value and believe that currently there are available a number of acquisition opportunities that would be complementary to our business, given the recent industry consolidation trend. In connection with our review of such transactions, we regularly engage in discussions with potential acquisition candidates, some of which are material. Any future acquisitions could require the issuance of securities, the incurrence of debt, assumption of contingent liabilities or incurrence of significant expenditures, any of which could materially adversely impact our business, financial condition or results of operations. In addition, the financing required for such acquisitions may not be available on commercially favorable terms or at all.

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

        We are dependent on the efforts of our executive officers, and competition for these individuals is intense. Although our chief executive officer, chief financial officer, chief investment officer and general counsel have employment agreements with us, we cannot assure you that they will remain employed with us. The loss or limited availability of the services of any of our executive officers, or our inability to recruit and retain qualified personnel in the future, could, at least temporarily, have a material adverse effect on our business, results of operations and financial condition and be negatively perceived in the capital markets.

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

        From time to time, we are involved in legal proceedings, lawsuits and other claims. We may also be named as defendants in lawsuits allegedly arising out of our actions or the actions of our operators and tenants in which such operators and tenants have agreed to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities arising in connection with their respective businesses. An unfavorable resolution of litigation may have a material adverse effect on our

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business, results of operations and financial condition. Regardless of its outcome, litigation may result in substantial costs and expenses and significantly divert the attention of management. There can be no assurance that we will be able to prevail in, or achieve a favorable settlement of, litigation. In addition, litigation, government proceedings or environmental matters could lead to increased costs or interruption of our normal business operations.

We may experience uninsured or underinsured losses, which could result in a significant loss of the capital we have invested in a property, decrease anticipated future revenues or cause us to incur unanticipated expense.

        We maintain comprehensive insurance coverage on our properties with terms, conditions, limits and deductibles that we believe are adequate and appropriate given the relative risk and costs of such coverage, and we continually review the insurance maintained by us. However, a large number of our properties are located in areas exposed to earthquake, windstorm, flood and other natural disasters and may be subject to other losses. In particular, our life science portfolio is concentrated in areas known to be subject to earthquake activity. While we purchase insurance for earthquake, windstorm, flood and other natural disasters that we believe is adequate in light of current industry practice and analysis prepared by outside consultants, there is no assurance that such insurance will fully cover such losses. These losses can decrease our anticipated revenues from a property and result in the loss of all or a portion of the capital we have invested in a property. The insurance market for such exposures can be very volatile and we may be unable to purchase the limits and terms we desire on a commercially reasonable basis in the future. In addition, there are certain exposures where insurance is not purchased as we do not believe it is economically feasible to do so or where there is no viable insurance market.

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

        Under various federal, state and local laws, ordinances and regulations, as a current or previous owner of real estate, we may be required to investigate and clean up certain hazardous or toxic substances or petroleum released at a property, and may be held liable to a governmental entity or to third parties for property damage and for investigation and cleanup costs incurred by the third parties in connection with the contamination. In addition, some environmental laws create a lien on the contaminated site in favor of the government for damages and the costs it incurs in connection with the contamination. Although we (i) currently carry environmental insurance on our properties in an amount and subject to deductibles that we believe are commercially reasonable, and (ii) generally require our operators and tenants to undertake to indemnify us for environmental liabilities they cause, such liabilities could exceed the amount of our insurance, the financial ability of the tenant or operator to indemnify us or the value of the contaminated property. The presence of contamination or the failure to remediate contamination may materially adversely affect our ability to sell or lease the real estate or to borrow using the real estate as collateral. As the owner of a site, we may also be held liable under common law to third parties for damages and injuries resulting from environmental contamination emanating from the site. Although we are generally indemnified by the current operators or tenants of our properties for contamination caused by them, these indemnities may not adequately cover all environmental costs. We may also experience environmental liabilities arising from conditions not known to us.

The impact of the comprehensive healthcare regulation enacted in 2010 on us and operators and tenants cannot accurately be predicted.

        Legislative proposals are introduced or proposed in Congress and in some state legislatures each year that would affect major changes in the healthcare system, either nationally or at the state level.

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Notably, in March 2010, President Obama signed into law the Patient Protection and Affordable Care Act, along with the Health Care and Education Reconciliation Act of 2010 (collectively, the "Affordable Care Act"). The passage of the Affordable Care Act has resulted in comprehensive reform legislation that is expected to expand healthcare coverage to millions of currently uninsured people beginning in 2014 and provide for significant changes to the U.S. healthcare system over the next ten years. To help fund this expansion, the Affordable Care Act outlines certain reductions in Medicare reimbursements for various healthcare providers, including long-term acute care hospitals and skilled nursing facilities, as well as certain other changes to Medicare payment methodologies. This comprehensive healthcare legislation provides for extensive future rulemaking by regulatory authorities, and also may be altered or amended. We cannot accurately predict whether any pending legislative proposals will be adopted or, if adopted, what effect, if any, these proposals would have on our operators and tenants and, thus, our business. Similarly, while we can anticipate that some of the rulemaking that will be promulgated by regulatory authorities will affect our operators and tenants and the manner in which they are reimbursed by the federal healthcare programs, we cannot accurately predict today the impact of those regulations on our operators and tenants and thus on our business.

        The Supreme Court's decision upholding the constitutionality of the individual mandate while striking down the provisions linking federal funding of state Medicaid programs with a federally mandated expansion of those programs has not reduced the uncertain impact that the law will have on healthcare delivery systems over the next decade. We can expect that the federal authorities will continue to implement the law, but, because of the Court's mixed ruling, the implementation will take longer than originally expected, with a commensurate increase in the period of uncertainty regarding the law's full long term financial impact on the delivery of and payment for healthcare.

Risk Related to Tax, including REIT-Related risks

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

        Qualification as a REIT involves the application of numerous highly technical and complex provisions of the Internal Revenue Code of 1986, as amended (the "Code"), for which there are only limited judicial and administrative interpretations, as well as the determination of various factual matters and circumstances not entirely within our control. We intend to continue to operate in a manner that enables us to qualify as a REIT. However, our qualification and taxation as a REIT depend upon our ability to meet, through actual annual operating results, asset diversification, distribution levels and diversity of stock ownership, the various qualification tests imposed under the Code. For example, to qualify as a REIT, at least 95% of our gross income in any year must be derived from qualifying sources, and we must make distributions to our stockholders aggregating annually at least 90% of our REIT taxable income, excluding net capital gains. In addition, new legislation, regulations, administrative interpretations or court decisions could change the tax laws or interpretations of the tax laws regarding qualification as a REIT, or the federal income tax consequences of that qualification, in a manner that is materially adverse to our stockholders. Accordingly, there is no assurance that we have operated or will continue to operate in a manner so as to qualify or remain qualified as a REIT.

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

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

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

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

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

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

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

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

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

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

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

We are subject to certain provisions of Maryland law and our charter relating to business combinations.

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

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

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

ITEM 1B.    Unresolved Staff Comments

        None.

ITEM 2.    Properties

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

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        The following summarizes our property and direct financing lease ("DFL") investments as of and for the year ended December 31, 2012 (square feet and dollars in thousands).

Facility Location
  Number of
Facilities
  Capacity(1)   Gross Asset
Value(2)
  Rental
Revenues(3)
  Operating
Expenses
 

Senior housing—real estate:

          (Units)                    

Texas

    40     6,380   $ 776,522   $ 84,795   $ 22,197  

California

    36     4,026     694,429     72,675     10,333  

Florida

    34     4,676     640,196     89,339     30,747  

Oregon

    27     2,180     322,705     4,695     44  

Illinois

    14     1,768     316,304     44,849     17,130  

Virginia

    11     1,403     285,046     20,868     58  

Washington

    20     1,433     235,802     11,159     1  

Colorado

    7     1,070     211,732     17,584      

New Jersey

    8     803     176,773     12,818     32  

Georgia

    19     1,107     160,997     4,162     90  

Other (31 States)

    132     12,738     1,882,362     142,919     13,778  
                       

    348     37,584     5,702,868     505,863     94,410  

Senior housing—DFLs(4):

                               

Maryland

    13     1,113     248,606     20,527      

New Jersey

    8     679     186,896     15,214     104  

Illinois

    10     944     173,889     14,751      

Florida

    14     1,203     157,434     13,072     63  

Pennsylvania

    10     805     142,846     12,119      

Ohio

    11     980     138,588     11,349     30  

Other (12 States)

    27     2,361     409,493     33,186     55  
                       

    93     8,085     1,457,752     120,218     252  
                       

Total senior housing

    441     45,669   $ 7,160,620   $ 626,081   $ 94,662  
                       

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Facility Location
  Number of
Facilities
  Capacity(1)   Gross Asset
Value(2)
  Rental
Revenues(3)
  Operating
Expenses
 

Post-acute/skilled nursing—real estate:

          (Beds)                    

Virginia

    9     934   $ 58,376   $ 6,853   $  

Indiana

    8     892     46,972     7,903      

Ohio

    8     1,047     43,023     7,727     20  

Nevada

    2     267     13,837     2,778      

Colorado

    2     240     13,800     1,673      

Other (10 States)

    15     1,727     54,409     10,453     (97 )
                       

    44     5,107     230,417     37,387     (77 )

Post-acute/skilled nursing—DFLs(4):

                               

Pennsylvania

    43     6,981     1,206,920     114,510      

Illinois

    26     3,472     700,148     64,133      

Ohio

    44     5,237     638,718     59,666     133  

Michigan

    27     3,345     577,342     52,093      

Florida

    27     3,557     543,556     50,503     10  

Other (24 States)

    101     13,839     1,756,957     160,950     320  
                       

    268     36,431     5,423,641     501,855     463  
                       

Total post-acute/skilled nursing

    312     41,538   $ 5,654,058   $ 539,242   $ 386  
                       

Life science:

          (Sq. Ft.)                    

California

    98     6,256   $ 3,031,260   $ 273,704   $ 51,115  

Utah

    10     669     114,480     15,479     2,008  

North Carolina

    1     77     6,023     481     50  
                       

Total life science

    109     7,002   $ 3,151,763   $ 289,664   $ 53,173  
                       

Medical office:

          (Sq. Ft.)                    

Texas

    47     4,265   $ 666,522   $ 98,018   $ 44,420  

Utah

    28     1,292     191,608     21,437     5,997  

California

    14     788     191,240     26,473     13,330  

Colorado

    16     1,080     186,376     26,860     10,728  

Tennessee

    17     1,486     158,156     27,342     10,752  

Washington

    6     651     154,137     29,110     10,550  

Other (21 States and Mexico)

    79     4,712     817,991     105,571     36,487  
                       

Total medical office

    207     14,274   $ 2,366,030   $ 334,811   $ 132,264  
                       

Hospital:

          (Beds)                    

Texas

    4     959   $ 213,506   $ 29,806   $ 3,511  

California

    2     185     123,556     16,683     6  

Georgia

    2     274     77,948     11,644     5  

North Carolina

    1     355     72,500     7,815     16  

Florida

    1     199     62,450     7,790      

Other (6 States)

    7     438     81,895     10,755     (25 )
                       

Total hospital

    17     2,410   $ 631,855   $ 84,493   $ 3,513  
                       

Total properties

    1,086         $ 18,964,326   $ 1,874,291   $ 283,998  
                         

(1)
Senior housing facilities are measured in units (e.g. studio, one or two bedroom apartments). Life science facilities and MOBs are measured in square feet. SNFs and hospitals are measured in licensed bed count.

(2)
Represents gross real estate and the carrying value of DFLs. Gross real estate represents the carrying amount of real estate after adding back accumulated depreciation and amortization.

(3)
Rental revenues represent the combined amount of rental and related revenues, tenant recoveries, resident fees and services and income from direct financing leases.

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

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        The following table summarizes occupancy and average annual rent trends for our owned portfolio for the years ended December 31, (square feet in thousands):

 
  2012   2011   2010   2009   2008  

Senior housing(1):

                               

Average annual rent per unit(2)

  $ 13,059   $ 12,887   $ 12,656   $ 11,918   $ 12,530  

Average capacity (units)(3)

    37,089     33,911     24,453     24,209     24,143  

Post-acute/skilled nursing(1):

                               

Average annual rent per bed(2)

  $ 11,624   $ 11,140   $ 6,885   $ 6,817   $ 6,537  

Average capacity (beds)(3)

    39,856     30,565     5,063     5,041     5,043  

Life science:

                               

Average occupancy percentage

    90 %   90 %   89 %   91 %   87 %

Average annual rent per square foot(2)

  $ 45   $ 44   $ 44   $ 43   $ 37  

Average occupied square feet(3)

    6,250     6,076     5,740     5,554     5,362  

Medical office:

                               

Average occupancy percentage

    91 %   91 %   91 %   91 %   90 %

Average annual rent per square foot(2)

  $ 27   $ 26   $ 26   $ 26   $ 25  

Average occupied square feet(3)

    12,295     11,865     11,583     11,577     11,719  

Hospital(1):

                               

Average annual rent per bed(2)

  $ 34,236   $ 33,499   $ 32,710   $ 29,825   $ 33,357  

Average capacity (beds)(3)

    2,410     2,410     2,399     2,376     2,392  

(1)
Senior housing includes average units of 5,008 and 1,672 for the years ended December 31, 2012 and 2011, respectively, that are in a RIDEA structure in which resident occupancy impacts our annual revenue. The average resident occupancy for these units was 86% and 88% for the years ended December 31, 2012 and 2011, respectively. All other senior housing, post-acute/skilled nursing and hospital facilities are generally leased to single tenants under triple-net lease structures for each of the periods reported, for which these facilities were or approximately 100% leased.

(2)
Average annual rent per unit/square feet is presented as a ratio of revenues comprised of rental and related revenues, tenant recoveries and income from direct financing leases divided by the average capacity or average occupied square feet of the facilities and annualized for mergers and acquisitions for the year in which they occurred. Average annual rent for leased properties (including DFLs) exclude termination fees and non-cash revenue adjustments (i.e., straight-line rents, amortization of above and below market lease intangibles and DFL interest accretion). Average annual rent for operating properties operated under a RIDEA structure is calculated based on NOI divided by the average capacity of the facilities.

(3)
Capacity for senior housing facilities is measured in units (e.g., studio, one or two bedroom units). Capacity for post-acute/skilled nursing and hospitals is measured in licensed bed count. Capacity for life science facilities and MOBs is measured in square feet. Average capacity for senior housing, post-acute/skilled nursing and hospitals is as reported by the respective tenants or operators for the twelve month period and one quarter in arrears from the periods presented.

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Development Properties

        The following table sets forth the properties owned by us in our life science, medical office and hospital segments as of December 31, 2012 that are currently under development or redevelopment (dollars in thousands):

Name of Project
  Location   Estimated/
Actual
Completion
Date(1)
  Total
Investment
To Date(2)
  Estimated
Total
Investment
 

Life science:

                       

2019 Stierlin Ct

  Mountain View, CA     1Q 2013   $ 17,860   $ 21,298  

Durham Research Lab

  Durham, NC     3Q 2013     13,068     25,851  

Carmichael(3)

  Durham, NC     3Q 2013     3,737     16,397  

1030 Massachusetts Avenue

  Cambridge, MA     2Q 2014     35,833     39,992  

Ridgeview

  Poway, CA     2Q 2014     11,430     22,937  

Medical office:

                       

Westpark Plaza(4)

  Plano, TX     2Q 2013     10,537     13,585  

Innovation Drive

  San Diego, CA     4Q 2013     29,327     33,689  

Alaska(4)

  Anchorage, AK     4Q 2013     8,553     11,763  

Folsom

  Sacramento, CA     2Q 2014     33,360     39,251  

Hospital:

                       

Fresno(5)

  Fresno, CA     1Q 2013     14,708     21,324  
                     

            $ 178,413   $ 246,087  
                     

(1)
For development projects, management's estimate of the date the core and shell structure improvements are expected to be completed. For redevelopment projects, management's estimate of the time in which major construction activity in relation to the scope of the project has been substantially completed. There are no assurances that any of these projects will be completed on schedule or within estimated amounts.

(2)
Investment-to-date of $178 million includes the following: (i) $81 million in development costs and construction in progress, (ii) $71 million of buildings and (iii) $26 million of land. Development costs and construction in progress of $237 million presented on the Company's consolidated balance sheet at December 31, 2012, includes the following: (i) $81 million of costs for development projects in process noted above; (ii) $102 million of costs for land held for development; and (iii) $54 million for tenant and other facility related improvement projects in process.

(3)
Represents approximately 33% of the Carmichael facility in redevelopment. The balance of the facility remains in operations.

(4)
Represents approximately 70% and 50% of the Westpark Plaza and Alaska MOBs, respectively. The balance of the MOBs were placed in service during 2012.

(5)
Represents approximately 25% of the Fresno hospital placed in redevelopment in March 2011. The balance of the hospital remains in operations.

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Tenant Lease Expirations

        The following table shows tenant lease expirations, including those related to direct financing leases ("DFLs"), for the next 10 years and thereafter at our leased properties, assuming that none of the tenants exercise any of their renewal options, see "Tenant Purchase Options" section of Note 12 to the Consolidated Financial Statements for additional information on leases subject to purchase options (dollars in thousands):

 
   
  Expiration Year  
Segment
  Total   2013(1)   2014   2015   2016   2017   2018   2019   2020   2021   2022   Thereafter  

Senior housing(2):

                                                                         

Properties

    420         5     1     15     11     47     10     35     16     3     277  

Base rent(3)

  $ 525,368   $   $ 5,091   $ 209   $ 23,003   $ 19,106   $ 89,796   $ 14,486   $ 55,314   $ 17,724   $ 2,938   $ 297,701  

% of segment base rent

    100         1         4     4     17     3     10     3     1     57  

Post-acute/skilled:

                                                                         

Properties

    312         9     1     1     9     2     12     5         4     269  

Base rent(3)

  $ 466,770   $   $ 7,197   $ 450   $ 320   $ 8,607   $ 1,111   $ 10,403   $ 5,352   $   $ 3,086   $ 430,244  

% of segment base rent

    100         2             2         2     1         1     92  

Life science:

                                                                         

Square feet

    6,392     410     355     691     259     819     601     121     936     557     280     1,363  

Base rent(3)

  $ 232,608   $ 10,174   $ 10,696   $ 23,452   $ 6,812   $ 27,494   $ 25,768   $ 4,147   $ 42,291   $ 31,619   $ 8,391   $ 41,764  

% of segment base rent

    100     4     5     10     3     12     11     2     18     13     4     18  

Medical office:

                                                                         

Square feet

    13,131     2,385     1,783     1,589     1,309     1,568     1,187     851     895     394     538     632  

Base rent(3)

  $ 287,621   $ 50,131   $ 40,661   $ 35,744   $ 27,261   $ 34,789   $ 24,057   $ 18,450   $ 20,837   $ 9,472   $ 12,151   $ 14,068  

% of segment base rent

    100     18     14     13     10     12     8     6     7     3     4     5  

Hospital:

                                                                         

Properties

    17     1     3             2         5         1     1     4  

Base rent(3)

  $ 67,699   $ 2,611   $ 16,018   $   $   $ 4,776   $   $ 7,113   $   $ 825   $ 3,575   $ 32,781  

% of segment base rent

    100     4     24             7         11         1     5     48  

Total:

                                                                         

Base rent(3)

  $ 1,580,066   $ 62,916   $ 79,663   $ 59,855   $ 57,396   $ 94,772   $ 140,732   $ 54,599   $ 123,794   $ 59,640   $ 30,141   $ 816,558  

% of total base rent

    100     4     5     4     4     6     9     3     8     4     2     51  

(1)
Includes month-to-month leases.

(2)
Excludes 21 facilities with annualized NOI of $49.6 million operated under a RIDEA structure.

(3)
The most recent month's (or subsequent month's if acquired in the most recent month) base rent including additional rent floors, cash income from direct financing leases annualized for 12 months. Base rent does not include tenant recoveries, additional rents in excess of floors and non-cash revenue adjustments (i.e., straight-line rents, amortization of above and below market lease intangibles, DFL interest accretion and deferred revenues).

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        The following is a graphical presentation of our total tenant lease expirations (as presented above) for the next 10 years and thereafter at our leased properties, assuming that none of the tenants exercise any of their renewal options (dollars in millions):


Total Lease Expirations Graph

GRAPHIC

        We specifically incorporate by reference into this section the information set forth in Schedule III: Real Estate and Accumulated Depreciation, included in this report.

ITEM 3.    Legal Proceedings

        We are involved from time-to-time in legal proceedings that arise in the ordinary course of our business, including, but not limited to commercial disputes, environmental matters, and litigation in connection with transactions including acquisitions and divestitures. We believe that such existing legal proceedings will not have a material adverse impact on our financial position or our results of operations. We record a liability when a loss is considered probable and the amount can be reasonably estimated.

        See litigation matter under the heading "Legal Proceedings" of Note 12 to the Consolidated Financial Statements for information regarding legal proceedings, which information is incorporated by reference in this Item 3.

ITEM 4.    Mine Safety Disclosures

        None.

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PART II

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

        Our common stock is listed on the New York Stock Exchange. Set forth below for the fiscal quarters indicated are the reported high and low sales prices per share of our common stock on the New York Stock Exchange.

 
  2012   2011   2010  
 
  High   Low   High   Low   High   Low  

First Quarter

  $ 42.75   $ 38.72   $ 38.29   $ 35.81   $ 34.37   $ 26.70  

Second Quarter

    44.15     37.81     40.75     35.00     34.50     28.53  

Third Quarter

    47.75     43.59     38.23     28.76     38.05     31.08  

Fourth Quarter

    46.15     43.31     41.98     32.66     37.65     31.87  

        At February 1, 2013, we had approximately 11,298 stockholders of record and there were approximately 188,236 beneficial holders of our common stock.

        It has been our policy to declare quarterly dividends to the common stockholders so as to comply with applicable provisions of the Code governing REITs. The cash dividends per share paid on common stock are set forth below:

 
  2012   2011   2010  

First Quarter

  $ 0.50   $ 0.48   $ 0.465  

Second Quarter

    0.50     0.48     0.465  

Third Quarter

    0.50     0.48     0.465  

Fourth Quarter

    0.50     0.48     0.465  
               

Total

  $ 2.00   $ 1.92   $ 1.86  
               

        On January 25, 2013, we announced that our Board of Directors declared a quarterly common stock cash dividend of $0.525 per share. The common stock dividend will be paid on February 19, 2013 to stockholders of record as of the close of business on February 4, 2013.

        On December 11, 2012, we issued 194,374 shares of our common stock upon the redemption of 194,374 non-managing member units of our subsidiary, HCP DR Alabama, LLC ("HCP Alabama"), to a non-managing member of HCP Alabama. On December 18, 2012, we issued 540 shares of our common stock upon the redemption of 270 non-managing member units of our subsidiary, HCPI/Utah II, LLC ("Utah II"), to four transferees of a non-managing member of Utah II. In each case, the shares of our common stock were issued in a private placement to an accredited investor pursuant to Section 4(2) of the Securities Act of 1933, as amended. We did not receive any cash proceeds from the issuance of shares of our common stock upon redemption of the non-managing member units of HCP Alabama or Utah II, although we did acquire non-managing member units of each subsidiary in exchange for the shares of common stock we issued upon redemption of the units.

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        The table below sets forth the information with respect to purchases of our common stock made by or on our behalf during the quarter ended December 31, 2012.


ISSUER PURCHASES OF EQUITY SECURITIES

Period Covered
  Total Number
Of Shares
Purchased(1)
  Average Price
Paid Per Share
  Total Number Of Shares
Purchased As
Part Of Publicly
Announced Plans
Or Programs
  Maximum Number (Or
Approximate Dollar Value)
Of Shares That May Yet
Be Purchased Under
The Plans Or Programs
 

November 1-30, 2012

    233   $ 44.01          

December 1-31, 2012

    165,038     45.16          
                     

Total

    165,271     45.16          
                     

(1)
Represents restricted shares withheld under our 2006 Performance Incentive Plan (the "2006 Incentive Plan"), to offset tax withholding obligations that occur upon vesting of restricted shares. Our 2006 Incentive Plan provides that the value of the shares withheld shall be the closing price of our common stock on the date the relevant transaction occurs.

        The graph below compares the cumulative total return of HCP, the S&P 500 Index and the Equity REIT Index of the National Association of Real Estate Investment Trusts, Inc. ("NAREIT"), from January 1, 2008 to December 31, 2012. Total return assumes quarterly reinvestment of dividends before consideration of income taxes.


COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN

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

RATE OF RETURN TREND COMPARISON

JANUARY 1, 2008–DECEMBER 31, 2012

(JANUARY 1, 2008 = 100)

Stock Price Performance Graph Total Return

GRAPHIC

Assumes $100 invested January 1, 2008 in HCP, S&P 500 Index and NAREIT Equity REIT Index.

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ITEM 6.    Selected Financial Data

        Set forth below is our selected financial data as of and for each of the years in the five year period ended December 31, 2012.

 
  Year Ended December 31,(1)(2)  
 
  2012   2011(3)   2010   2009(3)   2008  
 
  (Dollars in thousands, except per share data)
 

Income statement data:

                               

Total revenues

  $ 1,900,722   $ 1,712,096   $ 1,240,206   $ 1,133,618   $ 1,123,977  

Income from continuing operations

    812,884     547,338     315,346     97,732     223,019  

Net income applicable to common shares

    812,289     515,302     307,498     109,069     425,368  

Income from continuing operations applicable to common shares:

                               

Basic earnings per common share

    1.83     1.28     0.91     0.22     0.75  

Diluted earnings per common share

    1.83     1.28     0.91     0.22     0.75  

Net income applicable to common shares:

                               

Basic earnings per common share

    1.90     1.29     1.01     0.40     1.79  

Diluted earnings per common share

    1.90     1.29     1.00     0.40     1.79  

Balance sheet data:

                               

Total assets

    19,915,555     17,408,475     13,331,923     12,209,735     11,849,826  

Debt obligations(4)

    8,693,820     7,722,619     4,646,345     5,656,143     5,937,456  

Total equity

    10,753,777     9,220,622     8,146,047     5,958,609     5,407,840  

Other data:

                               

Dividends paid

    865,306     787,689     590,735     517,072     457,643  

Dividends paid per common share

    2.00     1.92     1.86     1.84     1.82  

(1)
Reclassification, presentation and certain computational changes have been made for the results of properties sold or held-for-sale reclassified to discontinued operations.

(2)
The following are acquisitions that had a meaningful impact on our financial position and results of operations in the years in which they closed and thereafter:

During the fourth quarter of 2012, we acquired 129 senior housing communities from the Blackstone JV.

On June 28, 2012, we made an investment in senior unsecured notes as part of Terra Firma's acquisition of Four Seasons Health Care.

On April 7, 2011, we completed our acquisition of substantially all of the real estate assets of HCR ManorCare, which includes the settlement of our HCR ManorCare debt investments discussed below.

On January 14, 2011, we acquired our partner's 65% interest in HCP Ventures II, a joint venture that owned 25 senior housing facilities, becoming the sole owner of the portfolio.

On August 3, 2009, we purchased a participation in the first mortgage debt of HCR ManorCare.

(3)
On November 9, 2011, we entered into an agreement with Ventas, Inc. ("Ventas") to settle all remaining claims relating to Ventas's litigation against HCP arising out of Ventas's 2007 acquisition of Sunrise Senior Living REIT. We paid $125 million to Ventas, which was recorded as litigation settlement expense for the year ended December 31, 2011. On September 4, 2009, a jury returned a verdict in favor of Ventas in an action brought against us. The jury awarded Ventas approximately $102 million in compensatory damages, which we recorded as a litigation provision expense during the year ended December 31, 2009.

(4)
Includes bank line of credit, bridge and term loans, senior unsecured notes, mortgage and other secured debt, and other debt.

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

Cautionary Language Regarding Forward-Looking Statements

        Statements in this Annual Report on Form 10-K that are not historical factual statements are "forward-looking statements." We intend to have our forward-looking statements covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and include this statement for purposes of complying with those provisions. Forward-looking statements include, among other things, statements regarding our and our officers' intent, belief or expectations as identified by the use of words such as "may," "will," "project," "expect," "believe," "intend," "anticipate," "seek," "forecast," "plan," "estimate," "could," "would," "should" and other comparable and derivative terms or the negatives thereof. In addition, we, through our officers, from time to time, make forward-looking oral and written public statements concerning our expected future operations, strategies, securities offerings, growth and investment opportunities, dispositions, capital structure changes, budgets and other developments. Readers are cautioned that, while forward-looking statements reflect our good faith belief and reasonable assumptions based upon current information, we can give no assurance that our expectations or forecasts will be attained. Therefore, readers should be mindful that forward-looking statements are not guarantees of future performance and that they are subject to known and unknown risks and uncertainties that are difficult to predict. As more fully set forth in Part I, Item 1A., "Risk Factors" in this report, factors that may cause our actual results to differ materially from the expectations contained in the forward-looking statements include:

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        Except as required by law, we undertake no, and hereby disclaim any, obligation to update any forward-looking statements, whether as a result of new information, changed circumstances or otherwise.

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

Executive Summary

        We are a self-administered REIT that, together with our unconsolidated joint ventures, invests primarily in real estate serving the healthcare industry in the U.S. We acquire, develop, lease, manage and dispose of healthcare real estate and provide financing to healthcare providers. At December 31, 2012, our portfolio of investments, including properties owned by our Investment Management Platform, consisted of interests in 1,160 facilities.

        Our business strategy is based on three principles: (i) opportunistic investing, (ii) portfolio diversification, and (iii) conservative financing. We actively redeploy capital from investments with lower return potential or shorter investment horizons into assets representing longer term investments with attractive risk adjusted return potential. We make investments where the expected risk-adjusted

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return exceeds our cost of capital and strive to capitalize on our operator, tenant and other business relationships to grow our business.

        Our strategy contemplates acquiring and developing properties on terms that are favorable to us. Generally, we prefer larger, more complex private transactions that leverage our management team's experience and our infrastructure. We follow a disciplined approach to enhancing the value of our existing portfolio, including ongoing evaluation of potential disposition of properties that no longer fit our strategy.

        We primarily generate revenue by leasing healthcare properties under long-term leases with fixed and/or inflation indexed escalators. Most of our rents and other earned income from leases are received under triple-net leases or leases that provide for substantial recovery of operating expenses; however, some of our medical office and life science leases are structured as gross or modified gross leases. Operating expenses are generally related to MOB and life science leased properties and senior housing properties managed on our behalf ("RIDEA properties"). Accordingly, for such MOBs, life science facilities and RIDEA properties, we incur certain property operating expenses, such as real estate taxes, repairs and maintenance, property management fees, utilities, employee costs for resident care and insurance. Our growth for these assets depends, in part, on our ability to (i) increase rental income and other earned income from leases by increasing rental rates and occupancy levels; (ii) maximize tenant recoveries given underlying lease structures; and (iii) control operating and other expenses. Our operations are impacted by property specific, market specific, general economic and other conditions. At December 31, 2012, the contractual maturities in our portfolio of leased assets were 13% through 2015 (measured in dollars of expiring base rents).

        Access to capital markets impacts our cost of capital and ability to refinance maturing indebtedness, as well as to fund future acquisitions and development through the issuance of additional securities or secured debt. Access to external capital on favorable terms is critical to the success of our strategy.

2012 Transaction Overview

Investment Transactions

        During the year ended December 31, 2012, we completed $2.6 billion of investments as follows:

        During the fourth quarter of 2012, we acquired 129 senior housing communities for $1.7 billion, from a joint venture between Emeritus and the Blackstone JV. Located in 29 states, the portfolio encompasses 10,077 units representing a diversified care mix of 61% assisted living, 25% independent living, 13% memory care and 1% skilled nursing. Based on current operating performance, the 129 communities consist of 95 that are stabilized and 34 that are currently in lease—up. The transaction closed in two stages: (i) 127 senior housing facilities on October 31, 2012 for $1.68 billion representing 9,842 units; and (ii) two senior housing facilities on December 4, 2012 for $24 million representing 235 units.

        Emeritus continues to operate the communities pursuant to a new triple-net, master lease for the 129 properties (the "Master Lease") guaranteed by Emeritus. The Master Lease provides aggregate contractual rent in the first year of $103.6 million. The contractual rent will increase annually by the greater of the percentage increase in the Consumer Price Index ("CPI") or 3.7% on average over the initial five years, and thereafter by the greater of CPI or 3.0% for the remaining initial lease term. At the beginning of the sixth lease year, rent on the 34 lease-up properties will increase to the greater of the percentage increase in CPI or fair market, subject to a floor of 103% and a cap of 130% of the prior year's rent.

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        The leased properties are grouped into three pools that share comparable characteristics and these leased pools have initial terms of 14 to 16 years. Emeritus has two extension options, which, if exercised, will provide for lease terms of 30 to 35 years. We are still evaluating the acquisition of up to four additional communities related to this transaction.

        Concurrent with the acquisition, Emeritus purchased nine communities from the Blackstone JV, for which we have provided secured debt financing of $52 million with a four-year term. The loan is secured by the underlying real estate and is prepayable at Emeritus' option. The interest rate on the loan mirrors the 6.1% lease yield, including the annual increases through maturity.

        On August 7, 2012, we completed the acquisition of eight on-campus MOBs for $80 million from Scottsdale Healthcare. Located in Scottsdale, Arizona, the portfolio represents 398,000 square feet with an occupancy of 89% at closing.

        Between July and October 2012, we acquired 12 MOBs from The Boyer Company valued at $188 million, including DownREIT units and debt valued at $43 million and $60 million, respectively; the MOBs are primarily located on the campuses of HCA, Iasis Healthcare and Community Health Systems and comprise 758,000 square feet with an occupancy of 88% at closing. The transaction closed in three stages: (i) six MOBs on July 31, 2012 for $77 million representing 327,000 square feet; (ii) four MOBs on August 15, 2012 for $49 million representing 199,000 square feet and; (iii) two MOBs on October 19, 2012 for $62 million representing 232,000 square feet.

        On July 31, 2012, we closed a mezzanine loan facility to lend up to $205 million to Tandem Health Care ("Tandem"), an affiliate of Formation Capital, as part of the recapitalization of a post-acute/skilled nursing portfolio. We funded $100 million (the "First Tranche") at closing and have a commitment to fund an additional $105 million (the "Second Tranche") between February 2013 and August 2013. The Second Tranche will be used to repay debt senior to our loan. At closing, the loan was subordinate to $400 million in senior mortgage debt and $137 million in senior mezzanine debt. The loan bears interest at a fixed rate of 12% and 14% per annum for the First and Second Tranches, respectively. Including fees received at closing, the loan has a blended yield to maturity of approximately 13% assuming both tranches are funded. The facility has a total term of up to 63 months from the initial closing and is prepayable at the borrower's option.

        On June 28, 2012, we made an investment in senior unsecured notes with an aggregate par value of £138.5 million at a discount for £136.8 million, as part of the financing for Terra Firma's £825 million acquisition of Four Seasons Health Care ("Four Seasons"), the largest elderly and specialist care provider in the United Kingdom with 445 care homes and 61 specialist care centers. The notes mature in June 2020 and are non-callable until June 2016. The notes bear interest on their par value at a fixed rate of 12.25% per annum, with an original discount resulting in a yield to maturity of 12.5%. Terra Firma, a leading European private equity firm, provided £345 million in equity financing, resulting in a loan-to-capitalization of 62% for the Four Seasons notes. The £136.8 million for this investment is match funded by an equivalent GBP denominated unsecured term loan discussed below.

        During the year ended December 31, 2012, we made other investments of $270 million as follows: (i) acquisition of a MOB for $13 million; (ii) acquisition of a life science facility for $8 million; (iii) acquisition of a senior housing facility for $4 million; (iv) acquisition of a parcel of land adjacent to one of our hospitals for $3 million; and (v) funding of development and other capital projects of $242 million, primarily in our life science, senior housing and medical office segments.

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Other Transactions

        During the year ended December 31, 2012, we sold two senior housing facilities for $111 million, a parcel of land in our life science segment for $18 million, a skilled nursing facility for $15 million and a MOB for $7 million.

        During the year ended December 31, 2012, we expanded our tenant relationship with General Atomics in Poway, CA to a total of 396,000 square feet, consisting of the following: (i) a lease extension of 281,000 square feet through June 2024, and (ii) a new 10-year lease (expected to commence mid-2014) for a 115,000 square feet build-to-suit development. As part of this transaction, General Atomics purchased a 19-acre land parcel from us for $18 million; in connection with the agreement to sell the land parcel, we incurred a $7.9 million impairment charge.

Financings

        During the year ended December 31, 2012, we raised $3.5 billion of capital in the equity and credit markets as follows:

        In connection with funding the $1.7 billion Senior Housing Portfolio acquisition, we completed the following capital market transactions:

        On July 30, 2012, in connection with our Four Seasons senior unsecured notes investment, we entered into a credit agreement with a syndicate of banks for a £137 million four-year unsecured term loan (the "Term Loan") that accrues interest at a rate of GBP London Interbank Offered Rate ("LIBOR") plus 1.20%, based on our current debt ratings. Concurrent with the closing of the Term Loan, we entered into a four-year interest rate swap agreement that fixes the rate of the Term Loan at 1.81%, subject to adjustments based on our credit ratings. The Term Loan contains a one-year committed extension option and similar covenants to those in our unsecured revolving line of credit facility.

        On July 23, 2012, we issued $300 million of 3.15% senior unsecured notes due in 2022. The notes were priced at 98.888% of the principal amount with an effective yield to maturity of 3.28%. Net proceeds from this offering were $294 million.

        In June 2012, we completed a $376 million offering of 8.97 million shares of common stock at $41.88 per share with the proceeds used primarily to repay $250 million of 6.45% senior unsecured notes at maturity on June 25, 2012.

        On March 27, 2012, we completed an amendment to our existing $1.5 billion unsecured revolving line of credit facility. We improved the pricing and extended the maturity of the facility one additional year to March 2016. Based on our current credit ratings, the amended facility bears interest annually at one-month LIBOR plus 1.075% and has a facility fee of 0.175%, which in the aggregate represents a 55 basis point reduction to our funded interest cost.

        On March 22, 2012, we announced the redemption of the 4.0 million shares of 7.25% Series E and 7.82 million shares of 7.10% Series F preferred stock at a price of $25.00 per share, or $295.5 million in aggregate, plus all accrued and unpaid dividends to April 23, 2012 (the redemption date). As a result of the redemption, we incurred a charge of $10.4 million related to the original issuance costs of the

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preferred stock (this charge is presented as an additional preferred stock dividend in our consolidated statements of income).

        On March 22, 2012, we priced a $359 million offering of 9.0 million shares of common stock at $39.93 per share with the proceeds used primarily to redeem all outstanding shares of our preferred stock.

        On January 23, 2012, we issued $450 million of 3.75% senior unsecured notes due in 2019; net proceeds from the offering were $444 million.

Dividends

        Quarterly dividends paid during 2012 aggregated $2.00 per share, which represents a 4.2% increase from 2011. On January 25, 2013, we announced that our Board of Directors declared a quarterly common stock cash dividend of $0.525 per share, which represents a 5% increase. The common stock dividend will be paid on February 19, 2013 to stockholders of record as of the close of business on February 4, 2013. Based on the first quarter's dividend, the annualized rate of distribution for 2013 is $2.10, compared with $2.00 in 2012.

Critical Accounting Policies

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

        The consolidated financial statements include the accounts of HCP, Inc., our wholly owned subsidiaries and joint ventures that we control, through voting rights or other means. We consolidate investments in variable interest entities ("VIEs") when we are the primary beneficiary of the VIE at: (i) the inception of the variable interest entity, (ii) as a result of a change in circumstance identified during our continuous review of our VIE relationships or (iii) upon the occurrence of a qualifying reconsideration event.

        We make judgments with respect to our level of influence or control of an entity and whether we are (or are not) the primary beneficiary of a VIE. Consideration of various factors includes, but is not limited to, our ability to direct the activities that most significantly impact the entity's economic performance, our form of ownership interest, our representation on the entity's governing body, the size and seniority of our investment, our ability and the rights of other investors to participate in policy making decisions, replace the manager and/or liquidate the entity, if applicable. Our ability to correctly assess our influence or control over an entity when determining the primary beneficiary of a VIE

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affects the presentation of these entities in our consolidated financial statements. If we perform a primary beneficiary analysis at a date other than at inception of the variable interest entity, our assumptions may be different and may result in the identification of a different primary beneficiary.

        If we determine that we are the primary beneficiary of a VIE, our consolidated financial statements would include the operating results of the VIE (either tenant or borrower) rather than the results of the variable interest in the VIE. We would depend on the VIE to provide us timely financial information and rely on the internal control of the VIE to provide accurate financial information. If the VIE has deficiencies in its internal control over financial reporting, or does not provide us with timely financial information, this may adversely impact the quality and/or timing of our financial reporting and our internal control over financial reporting.

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

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

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

        Loans receivable are classified as held-for-investment based on management's intent and ability to hold the loans for the foreseeable future or to maturity. We recognize interest income on loans, including the amortization of discounts and premiums, using the interest method applied on a loan-by-loan basis when collectibility of the future payments is reasonably assured. Premiums, discounts and related costs are recognized as yield adjustments over the life of the related loans.

        We use the direct finance method of accounting to record income from DFLs. For leases accounted for as DFLs, future minimum lease payments are recorded as a receivable. The difference between the future minimum lease payments and the estimated residual values less the cost of the

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properties is recorded as unearned income. Unearned income is deferred and amortized to income over the lease terms to provide a constant yield when collectibility of the lease payments is reasonably assured. Investments in DFLs are presented net of unamortized unearned income. The determination of estimated useful lives and residual values are subject to significant judgment. If our assessments for accounting purposes were to change, the timing and amount of our revenue recognized would be impacted.

        Loans and DFLs are placed on non-accrual status at such time as management determines that collectibility of contractual amounts is not reasonably assured. While on non-accrual status, loans or DFLs are either accounted for on a cash basis, in which income is recognized only upon receipt of cash, or on a cost-recovery basis, in which all cash receipts reduce the carrying value of the loan or DFL, based on management's judgment of collectibility.

        Allowances are established for loans and DFLs based upon a probable loss estimate for individual loans and DFLs deemed to be impaired. Loans and DFLs are impaired when it is deemed probable that we will be unable to collect all amounts due on a timely basis in accordance with the contractual terms of the loan or lease. Determining the adequacy of the allowance is complex and requires significant judgment by us about the effect of matters that are inherently uncertain. The allowance is based upon our assessment of the borrower's or lessee's overall financial condition, resources and payment record; the prospects for support from any financially responsible guarantors; and, if appropriate, the realizable value of any collateral. These estimates consider all available evidence including, as appropriate, the present value of the expected future cash flows discounted at the loan's or DFL's effective interest rate, the fair value of collateral, general economic conditions and trends, historical and industry loss experience, and other relevant factors. While our assumptions are based in part upon historical data, our estimates may differ from actual results, which could be material to our consolidated financial statements.

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

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

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        We assess the carrying value of our real estate assets and related intangibles ("real estate assets"), whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of real estate assets is measured by comparison of the carrying amount of the asset or asset group to the respective estimated future undiscounted cash flows. In order to review our real estate assets for recoverability, we consider market conditions, as well as our intent with respect to holding or disposing of the asset. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values and third party appraisals, where considered necessary. If our analysis indicates that the carrying value of the real estate asset is not recoverable on an undiscounted cash flow basis, we recognize an impairment charge for the amount by which the carrying value exceeds the fair value of the real estate asset.

        Goodwill is tested for impairment at least annually. If it is determined, based on certain qualitative factors, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we apply the two-step approach. Certain qualitative factors assessed by us include current macroeconomic conditions, state of the equity and capital markets and the overall financial and operating performance of HCP. If we qualitatively determine that it is more likely than not the fair value of a reporting unit is less than its carrying amount the two-step approach is necessary.

        If the fair value of a reporting unit containing goodwill is less than its carrying value, then the second step of the test is needed to measure the amount of potential goodwill impairment. The second step requires the fair value of a reporting unit to be allocated to all the assets and liabilities of the reporting unit as if the reporting unit had been acquired in a business combination at the date of the impairment test. The excess of the fair value of the reporting unit over the fair value of assets and liabilities is the implied value of goodwill and is used to determine the amount of impairment. We estimate the current fair value of the assets and liabilities in the reporting unit through various valuation techniques, including applying capitalization rates to segment net operating income, quoted market values and third-party appraisals, as necessary. The fair value of the reporting unit may also include an allocation of an enterprise value premium that we estimate a third party would be willing to pay for the company.

        The determination of the fair value of real estate assets and goodwill involves significant judgment. This judgment is based on our analysis and estimates of fair value of real estate assets and reporting units, and the future operating results and resulting cash flows of each real estate asset whose carrying amount may not be recoverable. Our ability to accurately predict future operating results and cash flows and estimate and allocate fair values impacts the timing and recognition of impairments. While we believe our assumptions are reasonable, changes in these assumptions may have a material impact on our financial results.

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

        The initial carrying value of investments in unconsolidated joint ventures is based on the amount paid to purchase the joint venture interest or the carrying value of the assets prior to the sale of interests in the joint venture. We evaluate our equity method investments for impairment based upon a comparison of the fair value of the equity method investment to our carrying value. If we determine a decline in the fair value of our investment in an unconsolidated joint venture is below its carrying value is other-than-temporary, an impairment is recorded. The determination of the fair value and as to whether a deficiency in fair value is "other-than-temporary" of investments in unconsolidated joint

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ventures involves significant judgment. Our estimates consider all available evidence including, as appropriate, the present value of the expected future cash flows discounted at market rates, general economic conditions and trends, severity and duration of the fair value deficiency, and other relevant factors. Capitalization rates, discount rates and credit spreads utilized in our valuation models are based upon rates that we believe to be within a reasonable range of current market rates for the respective investments. While we believe our assumptions are reasonable, changes in these assumptions may have a material impact on our financial results.

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

Results of Operations

        We evaluate our business and allocate resources among our five business segments: (i) senior housing, (ii) post-acute/skilled nursing, (iii) life science, (iv) medical office and (v) hospital. Under the senior housing, life science, post-acute/skilled nursing and hospital segments, we invest or co-invest primarily in single operator or tenant properties, through the acquisition and development of real estate, management of operations and by debt issued by operators in these sectors. Under the medical office segment, we invest or co-invest through the acquisition and development of MOBs that are leased under gross, modified gross or triple-net leases, generally to multiple tenants, and which generally require a greater level of property management. The accounting policies of the segments are the same as those described in the summary of significant accounting policies (see Note 2 to the Consolidated Financial Statements).

        We use net operating income ("NOI") and adjusted NOI to assess and compare property level performance, including our same property portfolio ("SPP"), and to make decisions about resource allocations. We believe these measures provide investors relevant and useful information because they reflect only income and operating expense items that are incurred at the property level and present them on an unleveraged basis. We believe that net income is the most directly comparable GAAP measure to NOI. NOI should not be viewed as an alternative measure of operating performance to net income as defined by GAAP since NOI excludes certain components from net income. Further, NOI may not be comparable to that of other REITs, as they may use different methodologies for calculating NOI. See Note 14 to the Consolidated Financial Statements for additional segment information and the relevant reconciliations from net income to NOI and adjusted NOI.

        Operating expenses are generally related to MOB and life science leased properties and senior housing properties managed on our behalf (RIDEA properties). We generally recover all or a portion of MOB and life science expenses from the tenants (tenant recoveries). The presentation of expenses as operating or general and administrative is based on the underlying nature of the expense. Periodically, we review the classification of expenses between categories and make revisions based on changes in the underlying nature of the expenses.

        Our evaluation of results of operations by each business segment includes an analysis of our SPP and our total property portfolio. SPP information allows us to evaluate the performance of our leased property portfolio under a consistent population by eliminating changes in the composition of our portfolio of properties. We identify our SPP as stabilized properties that remained in operations and

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were consistently reported as leased properties or RIDEA properties for the duration of the year-over-year comparison periods presented. Accordingly, it takes a stabilized property a minimum of 12 months in operations under a consistent reporting structure to be included in our SPP. Newly acquired operating assets are generally considered stabilized at the earlier of lease-up (typically when the tenant(s) controls the physical use of at least 80% of the space) or 12 months from the acquisition date. Newly completed developments, including redevelopments, are considered stabilized at the earlier of lease-up or 24 months from the date the property is placed in service. SPP NOI excludes certain non-property specific operating expenses that are allocated to each operating segment on a consolidated basis.

Comparison of the Year Ended December 31, 2012 to the Year Ended December 31, 2011

        During the fourth quarter of 2012, we acquired 129 senior housing communities from the Blackstone JV (see additional information in Note 4 to the Consolidated Financial Statements). The transaction closed in two stages: (i) 127 senior housing facilities on October 31, 2012; and (ii) two senior housing facilities on December 4, 2012. The results of operations from the acquisitions are reflected in our consolidated financial statements from those respective dates.

        On April 7, 2011, we completed our acquisition of substantially all of HCR ManorCare's real estate assets; additionally, we purchased a noncontrolling equity interest in the operations of HCR ManorCare. On January 14, 2011, we acquired our partner's 65% interest in HCP Ventures II that resulted in the consolidation of HCP Ventures II. On September 1, 2011, we entered into management contracts with Brookdale with respect to 21 senior living communities (these 21 communities were acquired in January 2011 as part of our purchase of HCP Ventures II). These 21 communities are now in a RIDEA structure are managed by Brookdale, the respective resident level revenues and related operating expenses are reported in our consolidated financial statements. See additional information regarding the HCR ManorCare Acquisition, HCP Ventures II purchase and the Brookdale RIDEA transaction in Notes 3, 8 and 12, respectively, to the Consolidated Financial Statements. The results of operations from our HCR ManorCare, HCP Ventures II and 21 properties managed under a RIDEA structure are reflected in our financial statements from those respective dates.

        The tables below provide selected operating information for our SPP and total property portfolio for each of our five business segments. Our consolidated SPP consists of 565 properties representing properties acquired or placed in service and stabilized on or prior to January 1, 2011 and that remained in operations under a consistent reporting structure through December 31, 2012. Our consolidated total property portfolio represents 1,086 and 932 properties at December 31, 2012 and 2011, respectively, and excludes properties classified as discontinued operations.

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        Results are as of and for the year ended December 31, 2012 and 2011 (dollars in thousands except per unit data):

 
  SPP   Total Portfolio  
 
  2012   2011   Change   2012   2011   Change  

Rental revenues(1)

  $ 380,413   $ 378,553   $ 1,860   $ 482,336   $ 470,592   $ 11,744  

Resident fees and services

    1,054     3,542     (2,488 )   143,745     50,619     93,126  
                           

Total revenues

  $ 381,467   $ 382,095   $ (628 ) $ 626,081   $ 521,211   $ 104,870  

Operating expenses

    (613 )   (1,052 )   439     (94,662 )   (34,538 )   (60,124 )
                           

NOI

  $ 380,854   $ 381,043   $ (189 ) $ 531,419   $ 486,673   $ 44,746  

Straight-line rents

    (24,740 )   (34,579 )   9,839     (30,415 )   (34,911 )   4,496  

DFL accretion

    (6,863 )   (9,052 )   2,189     (18,812 )   (17,918 )   (894 )

Amortization of above and below market lease intangibles, net

    (1,569 )   (1,569 )       (1,320 )   (1,466 )   146  

Lease termination fees

                    1,350     (1,350 )
                           

Adjusted NOI

  $ 347,682   $ 335,843   $ 11,839   $ 480,872   $ 433,728   $ 47,144  
                           

Adjusted NOI % change

                3.5 %                  
                                     

Property count(2)

    221     221           441     312        

Average capacity (units)(3)

    25,081     25,056           37,089     33,911        

Average annual rent per unit(4)

  $ 13,887   $ 13,446         $ 13,059   $ 12,887        

(1)
Represents rental and related revenues and income from DFLs.

(2)
From our past presentation of SPP for the year ended December 31, 2011, we removed two senior housing properties from SPP that were sold or classified as held for sale.

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

(4)
Average annual rent per unit for operating properties under a RIDEA structure is based on NOI.

        SPP Adjusted NOI.    SPP adjusted NOI improved primarily as a result of annual rent escalations and an increase in rental revenues from properties that were previously transitioned from Sunrise to other operators, partially offset by a decrease in additional rents.

        Total Portfolio NOI and Adjusted NOI.    Including the impact of our SPP, our total portfolio NOI and adjusted NOI for the year ended December 31, 2012 primarily increased as a result of 66 senior housing leased properties classified as DFLs that were acquired on April 7, 2011 from HCR ManorCare and 127 senior housing communities acquired on October 31, 2012 and two senior housing communities acquired on December 4, 2012 from the Blackstone JV (see Notes 3, 4 and 6 to the Consolidated Financial Statements for additional information regarding the HCR ManorCare Acquisition, the Blackstone JV acquisition and Net Investments in DFLs, respectively).

        Additionally, HCP Ventures II was consolidated on January 14, 2011 (see Note 8 to the Consolidated Financial Statements for additional information), resulting in us recognizing rental and related revenues for the 25 leased properties commencing on that date. On September 1, 2011, for 21 of these 25 properties, we entered into management contracts in a structure permitted by RIDEA (see Note 12 to the Consolidated Financial Statements for additional information), resulting in the termination of the properties' leases. For these 21 properties that are now in a RIDEA structure, the resident-level revenues and related operating expenses are reported in our consolidated financial statements beginning on that date.

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        Results are as of and for the year ended December 31, 2012 and 2011 (dollars in thousands, except per bed data):

 
  SPP   Total Portfolio  
 
  2012   2011   Change   2012   2011   Change  

Rental revenues(1)

  $ 37,387   $ 36,745   $ 642   $ 539,242   $ 397,554   $ 141,688  

Operating expenses

    75     (180 )   255     (386 )   (585 )   199  
                           

NOI

  $ 37,462   $ 36,565   $ 897   $ 538,856   $ 396,969   $ 141,887  

Straight-line rents

    (547 )   (967 )   420     (547 )   (968 )   421  

DFL accretion

                (75,428 )   (56,089 )   (19,339 )

Amortization of above and below market lease intangibles, net

                46     34     12  
                           

Adjusted NOI

  $ 36,915   $ 35,598   $ 1,317   $ 462,927   $ 339,946   $ 122,981  
                           

Adjusted NOI % change

                3.7 %                  
                                     

Property count(2)

    44     44           312     312        

Average capacity (beds)(3)

    5,031     5,061           39,856     30,565        

Average annual rent per bed

  $ 7,323   $ 7,069         $ 11,624   $ 11,140        

(1)
Represents rental and related revenues and income from DFLs.

(2)
From our past presentation of SPP for the year ended December 31, 2011, we removed a post-acute/skilled nursing property from SPP that was sold or classified as held for sale.

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

        SPP NOI and Adjusted NOI.    SPP NOI and adjusted NOI increased year-over-year primarily as a result of rent escalations.

        Total Portfolio NOI and Adjusted NOI.    Including the impact of our SPP, our total portfolio NOI and adjusted NOI for the year ended December 31, 2012 primarily increased as a result of 268 post-acute/skilled nursing leased properties classified as DFLs that were acquired on April 7, 2011 from HCR ManorCare (see Notes 3 and 6 to the Consolidated Financial Statements for additional information regarding the HCR ManorCare Acquisition and Net Investments in DFLs, respectively, and discussion regarding our share in the earnings of our 9.4% interest in HCR ManorCare below under the caption "Equity income from unconsolidated joint ventures").

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        Results are as of and for the year ended December 31, 2012 and 2011 (dollars and square feet in thousands, except per sq. ft. data):

 
  SPP   Total Portfolio  
 
  2012   2011   Change   2012   2011   Change  

Rental and related revenues

  $ 243,469   $ 244,401   $ (932 ) $ 246,811   $ 245,942   $ 869  

Tenant recoveries

    42,164     41,882     282     42,853     42,209     644  
                           

Total revenues

  $ 285,633   $ 286,283   $ (650 ) $ 289,664   $ 288,151   $ 1,513  

Operating expenses

    (47,913 )   (49,123 )   1,210     (53,173 )   (52,796 )   (377 )
                           

NOI

  $ 237,720   $ 237,160   $ 560   $ 236,491   $ 235,355   $ 1,136  

Straight-line rents

    (8,590 )   (14,685 )   6,095     (9,730 )   (14,971 )   5,241  

Amortization of above and below market lease intangibles, net

    462     (1,066 )   1,528     411     (1,123 )   1,534  

Lease termination fees

    (175 )   (7,011 )   6,836     (175 )   (7,011 )   6,836  
                           

Adjusted NOI

  $ 229,417   $ 214,398   $ 15,019   $ 226,997   $ 212,250   $ 14,747  
                           

Adjusted NOI % change

                7.0 %                  
                                     

Property count

    101     101           109     104        

Average occupancy

    91.4 %   90.5 %         89.6 %   89.6 %      

Average occupied square feet

    6,108     6,050           6,250     6,076        

Average annual rent per occupied sq. ft. 

  $ 45   $ 44         $ 45   $ 44        

        SPP and Total Portfolio NOI and Adjusted NOI.    NOI increased primarily as a result of lease expansions and extensions and a decline in non-reimbursable operating expenses, partially offset by a decline in lease termination fees. Adjusted NOI increased primarily as a result of a $4 million rent payment in connection with a February 2012 amendment to a lease, annual rent escalations, lease expansions and extensions, and a decline in non-reimbursable operating expenses.

        During the year ended December 31, 2012, 978,000 square feet of new and renewal leases commenced at an average annual base rent of $21.71 per square foot compared to 776,000 square feet of expiring and terminated leases with an average annual base rent of $24.23 per square foot. During the year ended December 31, 2012, we acquired 77,000 square feet with an average annual base rent of $9.79 per square foot.

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        Results are as of and for the year ended December 31, 2012 and 2011 (dollars and square feet in thousands, except per sq. ft. data):

 
  SPP   Total Portfolio  
 
  2012   2011   Change   2012   2011   Change  

Rental and related revenues

  $ 271,002   $ 265,851   $ 5,151   $ 285,331   $ 272,362   $ 12,969  

Tenant recoveries

    45,509     46,186     (677 )   49,480     47,753     1,727  
                           

Total revenues

  $ 316,511   $ 312,037   $ 4,474   $ 334,811   $ 320,115   $ 14,696  

Operating expenses

    (119,447 )   (118,894 )   (553 )   (132,264 )   (127,902 )   (4,362 )
                           

NOI

  $ 197,064   $ 193,143   $ 3,921   $ 202,547   $ 192,213   $ 10,334  

Straight-line rents

    (4,069 )   (5,473 )   1,404     (5,121 )   (5,691 )   570  

Amortization of above and below market lease intangibles, net

    358     384     (26 )   457     (130 )   587  

Lease termination fees

    (314 )       (314 )   (314 )   (212 )   (102 )
                           

Adjusted NOI

  $ 193,039   $ 188,054   $ 4,985   $ 197,569   $ 186,180   $ 11,389  
                           

Adjusted NOI % change

                2.7 %                  
                                     

Property count(1)

    183     183           207     187        

Average occupancy

    91.4 %   90.9 %         91.1 %   90.9 %      

Average occupied square feet

    11,642     11,556           12,295     11,865        

Average annual rent per occupied sq. ft. 

  $ 27   $ 26         $ 27   $ 26        

(1)
From our past presentation of SPP for the year ended December 31, 2011, we removed (i) a MOB that was sold or classified as held for sale; and (ii) three MOBs that were placed into redevelopment in 2012, which no longer meet our criteria for SPP as of the date they were placed into redevelopment.

        SPP NOI and Adjusted NOI.    SPP NOI and adjusted NOI increased year-over-year primarily as a result of rent escalations and an increase in medical office occupancy.

        Total Portfolio NOI and Adjusted NOI.    Including the impact of our SPP, our total portfolio NOI and adjusted NOI increased primarily as a result of the additive effect of our MOB acquisitions during 2012.

        During the year ended December 31, 2012, 2.2 million square feet of new and renewal leases commenced at an average annual base rent of $21.94 per square foot compared to 2.1 million square feet of expiring and terminated leases with an average annual base rent of $22.43 per square foot. During the year ended December 31, 2012, we acquired 1.1 million square feet with an average annual base rent of $22.19 per square foot.

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        Results are as of and for the year ended December 31, 2012 and 2011 (dollars in thousands, except per bed data):

 
  SPP   Total Portfolio  
 
  2012   2011   Change   2012   2011   Change  

Rental and related revenues

  $ 79,110   $ 77,676   $ 1,434   $ 82,167   $ 80,832   $ 1,335  

Tenant recoveries

    2,327     2,297     30     2,326     2,296     30  
                           

Total revenues

  $ 81,437   $ 79,973   $ 1,464   $ 84,493   $ 83,128   $ 1,365  

Operating expenses

    (3,506 )   (4,328 )   822     (3,513 )   (4,330 )   817  
                           

NOI

  $ 77,931   $ 75,645   $ 2,286   $ 80,980   $ 78,798   $ 2,182  

Straight-line rents

    (534 )   (904 )   370     (1,114 )   (1,525 )   411  

Amortization of above and below market lease intangibles, net

    (771 )   (771 )       (871 )   (871 )    
                           

Adjusted NOI

  $ 76,626   $ 73,970   $ 2,656   $ 78,995   $ 76,402   $ 2,593  
                           

Adjusted NOI % change

                3.6 %                  
                                     

Property count

    16     16           17     17        

Average capacity (beds)(1)

    2,379     2,379           2,410     2,410        

Average annual rent per bed

  $ 33,683   $ 32,912         $ 34,236   $ 33,499        

(1)
Represents average capacity as reported by the respective tenants or operators for the twelve month period and a quarter in arrears from the periods presented. Certain operators in our hospital portfolio are not required under their respective leases to provide operational data.

        SPP and Total Portfolio NOI and Adjusted NOI.    NOI and adjusted NOI increased for the year ended December 31, 2012 primarily as a result of rent escalations and the new leases that commenced in 2012 for two of our hospitals.

        Interest income.    Interest income decreased $75 million to $25 million for the year ended December 31, 2012. The decrease was primarily the result of the following: (i) a decrease of $54 million in income earned from and due to the settlement of our HCR ManorCare debt investments in 2011 and (ii) a decrease of $43 million in income earned from and as a result of prepayment premiums and unamortized discounts recognized in April 2011 upon the early repayment of our loans to Genesis HealthCare. The decreases in interest income were partially offset by $19 million of interest earned from our loan and senior unsecured notes investments in 2012 (see Notes 7 and 10, respectively, to the Consolidated Financial Statements for additional information).

        Interest expense.    For the year ended December 31, 2012, interest expense increased $734,000 to $417 million. The increase was primarily due to an increase of $13 million resulting from our senior unsecured notes offerings, net of related maturities of certain senior unsecured notes during 2011 and 2012. The increase was offset by the $11 million write-off of unamortized loan fees related to a terminated bridge loan commitment in 2011 and a decrease resulting from the payoff of certain mortgage debt during 2011.

        Our exposure to expense fluctuations related to our variable rate indebtedness is substantially mitigated by our interest rate swap contracts. For a more detailed discussion of our interest rate risk, see "Quantitative and Qualitative Disclosures About Market Risk" in Item 7A.

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        The table below sets forth information with respect to our debt, excluding premiums and discounts (dollars in thousands):

 
  As of December 31,(1)  
 
  2012   2011  

Balance:

             

Fixed rate

  $ 8,606,075   $ 7,166,349  

Variable rate

    40,385     502,919  
           

Total

  $ 8,646,460   $ 7,669,268  
           

Percent of total debt:

             

Fixed rate

    99.5 %   93.4 %

Variable rate

    0.5     6.6  
           

Total

    100 %   100 %
           

Weighted average interest rate at end of period:

             

Fixed rate

    5.23 %   5.83 %

Variable rate

    1.49 %   2.19 %

Total weighted average rate

    5.22 %   5.59 %

(1)
Excludes $82 million and $88 million at December 31, 2012 and 2011, respectively, of other debt that represents non-interest bearing life care bonds and occupancy fee deposits at certain of our senior housing facilities, which have no scheduled maturities. At December 31, 2012, $86 million of variable-rate mortgages and £137 million ($223 million) term loan are presented as fixed-rate debt as the interest payments under such debt have been swapped (pay fixed and receive float). At December 31, 2011, $88 million of variable-rate mortgages are presented as fixed-rate debt as the interest payments under such debt have been swapped (pay fixed and receive float); the interest rates for swapped debt are presented at the swapped rates.

        Depreciation and amortization expense.    Depreciation and amortization expenses increased $8 million to $358 million for the year ended December 31, 2012. The increase was primarily the result of additive effects of our acquisitions during 2011 and 2012.

        General and administrative expenses.    General and administrative expenses decreased $17 million to $79 million for the year ended December 31, 2012. The decrease was primarily due to an insurance recovery of $7 million during 2012 for previously incurred legal expenses and a decrease of $8 million in acquisition costs incurred during 2012 compared to similar costs incurred during 2011.

        Litigation settlement and provision.    On November 9, 2011, we entered into an agreement with Ventas to settle all remaining claims relating to Ventas's litigation against us arising out of Ventas's 2007 acquisition of Sunrise Senior Living REIT. As part of the settlement, we paid $125 million to Ventas, which resulted in a charge for the same amount (see the information set forth under the heading "Legal Proceedings" of Note 12 to the Consolidated Financial Statements). No similar charges were recognized during the year ended December 31, 2012.

        Impairments (recoveries).    During the year ended December 31, 2012, we recognized an impairment of $8 million as a result of the disposition of a life science land parcel (see Note 17 to the Consolidated Financial Statements for additional information). During the year ended December 31, 2011, we recognized an impairment of $15 million related to a senior secured term loan as a result of concluding that the carrying value of the loan was in excess of the fair value of the related collateral supporting the loan (see Note 7 to the Consolidated Financial Statements for additional information).

        Other income, net.    For the year ended December 31, 2012, other income, net decreased $10 million to $3 million. The decrease was primarily the result of a gain of $8 million resulting from our acquisition of our partner's 65% interest in and consolidation of HCP Ventures II in January 2011

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(see Note 8 to the Consolidated Financial Statements for additional information) and $6 million received in connection with a litigation settlement in June 2011 that represents proceeds owed to us from a prior sale of assets. No similar gain upon consolidation was recognized or settlements were received during the year ended December 31, 2012. The decreases were partially offset by a $5 million charge during the year ended December 31, 2011 for an other-than-temporary impairment of marketable equity securities.

        Income taxes.    For the year ended December 31, 2012, income taxes decreased $3 million to a benefit of $2 million. The decrease in income taxes was primarily due to the tax benefit resulting from declines in taxable income of our TRS entities during the year ended December 31, 2012.

        Equity income from unconsolidated joint ventures.    Equity income from unconsolidated joint ventures is primarily the result of our 9.4% equity interest in HCR ManorCare. The October 2011 CMS reduction of skilled nursing reimbursements under Resource Utilization Group-Version 4 ("RUGs-IV"), together with changes in requirements for the delivery of group therapy services, reduced HCR ManorCare's revenues and increased its therapy costs in 2012. HCR ManorCare partially mitigated these adverse impacts through a cost reduction program. Further, HCR ManorCare experienced increased exposure to general and professional liability claims resulting in higher charges in 2012, which, together with the circumstances discussed above, reduced our share in the earnings from our equity interest in HCR ManorCare.

        During the year ended December 31, 2012, equity income from unconsolidated joint ventures increased $8 million to $54 million. This increase primarily was the result of the full-year share of earnings from our interest in HCR ManorCare, Inc. compared to a partial-year in 2011 (see Notes 3 and 8 to the Consolidated Financial Statements for additional information). The Company's share of earnings from HCR ManorCare (equity income) increases for the corresponding reduction of related lease expense recognized at the HCR ManorCare level.

        Discontinued operations.    Income from discontinued operations for the year ended December 31, 2012 was $34 million, compared to $7 million for the comparable period in 2011. The increase is primarily due to an increase in gains on real estate dispositions of $28 million, partially offset by a decline in operating income from discontinued operations of $2 million. During the year ended December 31, 2012, we sold real estate investments for $151 million, compared to $19 million for the year ended December 31, 2011.

Comparison of the Year Ended December 31, 2011 to the Year Ended December 31, 2010

        The tables below provide selected operating information for our SPP and total property portfolio for each of our five business segments. Our consolidated SPP consists of 550 properties representing properties acquired or placed in service and stabilized on or prior to January 1, 2010 and that remained in operations under a consistent reporting structure through December 31, 2011. Our consolidated total property portfolio represents 932 and 566 properties at December 31, 2011 and 2010, respectively, and excludes properties classified as discontinued operations.

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        Results are as of and for the year ended December 31, 2011 and 2010 (dollars in thousands except per unit data):

 
  SPP   Total Portfolio  
 
  2011   2010   Change   2011   2010   Change  

Rental revenues(1)

  $ 364,029   $ 329,926   $ 34,103   $ 470,592   $ 337,220   $ 133,372  

Resident fees and services

    3,542     32,596     (29,054 )   50,619     32,596     18,023  
                           

Total revenues

  $ 367,571   $ 362,522   $ 5,049   $ 521,211   $ 369,816   $ 151,395  

Operating expenses

    (991 )   (26,474 )   25,483     (34,538 )   (28,773 )   (5,765 )
                           

NOI

  $ 366,580   $ 336,048   $ 30,532   $ 486,673   $ 341,043   $ 145,630  

Straight-line rents

    (32,612 )   (20,416 )   (12,196 )   (34,911 )   (21,746 )   (13,165 )

DFL accretion

    (9,052 )   (10,641 )   1,589     (17,918 )   (10,641 )   (7,277 )

Amortization of above and below market lease intangibles, net

    (1,569 )   (1,974 )   405     (1,466 )   (1,974 )   508  

Lease termination fees

                1,350         1,350  
                           

Adjusted NOI

  $ 323,347   $ 303,017   $ 20,330   $ 433,728   $ 306,682   $ 127,046  
                           

Adjusted NOI % change

                6.7 %                  
                                     

Property count(2)

    214     214           312     221        

Average capacity (units)(3)

    24,246     24,219           33,911     24,453        

Average annual rent per unit(4)

  $ 13,377   $ 13,605         $ 12,887   $ 12,656        

(1)
Represents rental and related revenues and income from DFLs.

(2)
From our past presentation of SPP for the year ended December 31, 2010, we removed five senior housing properties from SPP that were sold or classified as held for sale.

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

(4)
Average annual rent per unit for operating properties under a RIDEA structure is based on NOI.

        SPP NOI and Adjusted NOI.    SPP NOI increased primarily as a result of rent escalations related to new leases or leases not subject to straight-line rents. SPP NOI includes a decline in resident fees and services and operating expenses as a result of the consolidation of 27 properties in four variable interest entities from August 31, 2010 to November 1, 2010 (see Notes 12 and 18 to the Consolidated Financial Statement s for additional information regarding these VIEs). SPP adjusted NOI improved primarily as a result of annual rent escalations and an increase in rental revenues from properties transitioned from Sunrise to other operators.

        Total Portfolio NOI and Adjusted NOI.    Including the impact of our SPP, our total portfolio NOI and adjusted NOI for the year ended December 31, 2011 primarily increased as a result of 66 senior housing leased properties classified as DFLs that were acquired on April 7, 2011 from HCR ManorCare.

        Additionally, HCP Ventures II was consolidated on January 14, 2011 (see Note 8 to the Consolidated Financial Statements for additional information), resulting in us recognizing rental and related revenues for the 25 leased properties commencing on that date. On September 1, 2011, for 21 of these 25 properties, we entered into management contracts in a structure permitted by RIDEA (see Note 12 to the Consolidated Financial Statements for additional information), resulting in the termination of the properties' leases. For these 21 properties that are now in a RIDEA structure, the

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resident-level revenues and related operating expenses are reported in our consolidated financial statements beginning on that date.

        Results are as of and for the year ended December 31, 2011 and 2010 (dollars in thousands, except per bed data):

 
  SPP   Total Portfolio  
 
  2011   2010   Change   2011   2010   Change  

Rental revenues(1)

  $ 36,745   $ 36,023   $ 722   $ 397,554   $ 36,023   $ 361,531  

Operating expenses

    (180 )   (135 )   (45 )   (585 )   (176 )   (409 )
                           

NOI

  $ 36,565   $ 35,888   $ 677   $ 396,969   $ 35,847   $ 361,122  

Straight-line rents

    (967 )   (1,162 )   195     (968 )   (1,162 )   194  

DFL accretion

                (56,089 )       (56,089 )

Amortization of above and below market lease intangibles, net

                34         34  
                           

Adjusted NOI

  $ 35,598   $ 34,726   $ 872   $ 339,946   $ 34,685   $ 305,261  
                           

Adjusted NOI % change

                2.5 %                  
                                     

Property count(2)

    44     44           312     44        

Average capacity (beds)(3)

    5,061     5,063           30,565     5,063        

Average annual rent per bed

  $ 7,069   $ 6,885         $ 11,140   $ 6,885        

(1)
Represents rental and related revenues and income from DFLs.

(2)
From our past presentation of SPP for the year ended December 31, 2010, we removed a post-acute/skilled nursing property from SPP that was sold or classified as held for sale.

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

        Total Portfolio NOI and Adjusted NOI.    Our total portfolio NOI and adjusted NOI for the year ended December 31, 2011 primarily increased as a result of 268 post-acute/skilled nursing leased properties classified as DFLs that were acquired on April 7, 2011 from HCR ManorCare.

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        Results are as of and for the year ended December 31, 2011 and 2010 (dollars and square feet in thousands, except per sq. ft. data):

 
  SPP   Total Portfolio  
 
  2011   2010   Change   2011   2010   Change  

Rental and related revenues

  $ 236,996   $ 235,675   $ 1,321   $ 245,942   $ 237,160   $ 8,782  

Tenant recoveries

    39,671     39,375     296     42,209     39,602     2,607  
                           

Total revenues

  $ 276,667   $ 275,050   $ 1,617   $ 288,151   $ 276,762   $ 11,389  

Operating expenses

    (45,570 )   (45,613 )   43     (52,796 )   (48,492 )   (4,304 )
                           

NOI

  $ 231,097   $ 229,437   $ 1,660   $ 235,355   $ 228,270   $ 7,085  

Straight-line rents

    (14,430 )   (15,395 )   965     (14,971 )   (15,673 )   702  

Amortization of above and below market lease intangibles, net

    (1,053 )   (394 )   (659 )   (1,123 )   (392 )   (731 )

Lease termination fees

    (7,011 )   (7,267 )   256     (7,011 )   (7,267 )   256  
                           

Adjusted NOI

  $ 208,603   $ 206,381   $ 2,222   $ 212,250   $ 204,938   $ 7,312  
                           

Adjusted NOI % change

                1.1 %                  
                                     

Property count

    95     95           104     98        

Average occupancy

    92.2 %   90.0 %         89.6 %   89.0 %      

Average occupied square feet

    5,825     5,687           6,076     5,740        

Average annual rent per occupied sq. ft. 

  $ 44   $ 44         $ 44   $ 44        

        SPP NOI and Adjusted NOI.    SPP NOI increased primarily as a result of annual rent escalations on leases not subject to straight-line rents. SPP adjusted NOI primarily increased as a result of annual rent escalations, partially offset by a decline due to deferred rent payments in 2010 that did not reoccur in 2011.

        Total Portfolio NOI and Adjusted NOI.    Including the impact from our SPP, our total portfolio NOI increased primarily as a result of the additive effect of our life science acquisitions during 2010 and 2011.

        During the year ended December 31, 2011, 949,000 square feet of new and renewal leases commenced at an average annual base rent of $24.32 per square foot compared to 852,000 square feet of expiring and terminated leases with an average annual base rent of $24.62 per square foot. During the year ended December 31, 2011, we acquired 140,000 square feet with an average annual base rent of $33.30 per square foot.

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        Results are as of and for the year ended December 31, 2011 and 2010 (dollars and square feet in thousands, except per sq. ft. data):

 
  SPP   Total Portfolio  
 
  2011   2010   Change   2011   2010   Change  

Rental and related revenues

  $ 263,743   $ 260,083   $ 3,660   $ 272,362   $ 262,276   $ 10,086  

Tenant recoveries

    45,191     46,631     (1,440 )   47,753     47,009     744  
                           

Total revenues

  $ 308,934   $ 306,714   $ 2,220   $ 320,115   $ 309,285   $ 10,830  

Operating expenses

    (118,909 )   (121,576 )   2,667     (127,902 )   (127,887 )   (15 )
                           

NOI

  $ 190,025   $ 185,138   $ 4,887   $ 192,213   $ 181,398   $ 10,815  

Straight-line rents

    (5,065 )   (3,162 )   (1,903 )   (5,691 )   (3,159 )   (2,532 )

Amortization of above and below market lease intangibles, net

    (130 )   (2,179 )   2,049     (130 )   (2,187 )   2,057  

Lease termination fees

        (3 )   3     (212 )   (398 )   186  
                           

Adjusted NOI

  $ 184,830   $ 179,794   $ 5,036   $ 186,180   $ 175,654   $ 10,526  
                           

Adjusted NOI % change

                2.8 %                  
                                     

Property count(1)

    181     181           187     186        

Average occupancy

    90.7 %   90.6 %         90.9 %   90.6 %      

Average occupied square feet

    11,483     11,467           11,865     11,583        

Average annual rent per occupied sq. ft. 

  $ 26   $ 26         $ 26   $ 26        

(1)
From our past presentation of SPP for the year ended December 31, 2010, we removed a MOB that was sold or classified as held for sale.

        SPP Portfolio NOI and Adjusted NOI.    SPP NOI and adjusted NOI increased year-over-year primarily as a result of rent escalations and an increase in medical office occupancy.

        Total Portfolio NOI and Adjusted NOI.    In addition to the impact from SPP, total portfolio NOI and adjusted NOI increased year-over-year as a result of the additive effect of our MOB acquisitions during 2010 and 2011.

        During the year ended December 31, 2011, 1.9 million square feet of new and renewal leases commenced at an average annual base rent of $22.01 per square foot compared to 1.8 million square feet of expiring and terminated leases with an average annual base rent of $22.92 per square foot. During the year ended December 31, 2011, we acquired 132,000 square feet with an average annual base rent of $18.74 per square foot.

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        Results are as of and for the year ended December 31, 2011 and 2010 (dollars in thousands, except per bed data):

 
  SPP   Total Portfolio  
 
  2011   2010   Change   2011   2010   Change  

Rental and related revenues

  $ 77,676   $ 77,613   $ 63   $ 80,832   $ 81,091   $ (259 )

Tenant recoveries

    2,297     2,400     (103 )   2,296     2,400     (104 )
                           

Total revenues

  $ 79,973   $ 80,013   $ (40 ) $ 83,128   $ 83,491   $ (363 )

Operating expenses

    (4,328 )   (4,831 )   503     (4,330 )   (4,830 )   500  
                           

NOI

  $ 75,645   $ 75,182   $ 463   $ 78,798   $ 78,661   $ 137  

Straight-line rents

    (904 )   (3,683 )   2,779     (1,525 )   (4,148 )   2,623  

Amortization of above and below market lease intangibles, net

    (771 )   (771 )       (871 )   (871 )    
                           

Adjusted NOI

  $ 73,970   $ 70,728   $ 3,242   $ 76,402   $ 73,642   $ 2,760  
                           

Adjusted NOI % change

                4.6 %                  
                                     

Property count(1)

    16     16           17     17        

Average capacity (beds)(2)

    2,379     2,368           2,410     2,399        

Average annual rent per bed

  $ 32,912   $ 31,908         $ 33,499   $ 32,710        

(1)
From our past presentation of SPP for the year ended December 31, 2010, we removed a hospital that was placed into redevelopment in 2011, which no longer meets our criteria for SPP as of the date placed into redevelopment.

(2)
Represents average capacity as reported by the respective tenants or operators for the twelve month period and a quarter in arrears from the periods presented. Certain operators in our hospital portfolio are not required under their respective leases to provide operational data.

        SPP and Total Portfolio NOI and Adjusted NOI.    NOI increased for the year ended December 31, 2011 primarily as a result of rent escalations. Adjusted NOI increased primarily as a result of rent escalations and the expiration of rent abatements on our Irvine hospital.

        Interest income.    For the year ended December 31, 2011, interest income decreased $60 million to $100 million as a result of decreases of income earned from and due to the settlement of our HCR ManorCare debt investments in 2011 of $58 million, a decrease of $12 million due to interest earned from marketable debt securities that were sold in 2010 and a decline of $12 million of interest earned from our Delphis loan as it was placed on non-accrual status in 2011; these decreases were partially offset by an increase of $35 million in interest earned and prepayment premiums and unamortized discounts recognized in April 2011 upon the early repayment of our loans to Genesis HealthCare. For a more detailed description of our loan investments and marketable debt securities, see Notes 7 and 10, respectively, to the Consolidated Financial Statements.

        Investment management fee income.    Investment management fee income decreased $3 million to $2 million for the year ended December 31, 2011 primarily as a result of acquiring our partner's 65% interest in HCP Ventures II on January 14, 2011, which resulted in the termination of the partnerships' related management contracts.

        Interest expense.    For the year ended December 31, 2011, interest expense increased $131 million to $416 million. The increase in interest expense was primarily due to a $111 million increase from our $2.4 billion senior unsecured notes offering in January 2011 as a result of prefunding activities from our

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HCR ManorCare Acquisition, the $11 million write-off of unamortized loan fees related to an expired bridge loan commitment and the consolidation of HCP Ventures II on January 14, 2011 that included the consolidation of $635 million of mortgage debt, which increases were partially offset by the impact of repayments of mortgage debt related to contractual maturities and senior unsecured notes during 2010 and 2011 and lower interest rates during 2011 as compared to 2010.

        Our exposure to expense fluctuations related to our variable rate indebtedness is substantially mitigated by our interest rate swap contracts. For a more detailed discussion of our interest rate risk, see "Quantitative and Qualitative Disclosures About Market Risk" in Item 7A.

        The table below sets forth information with respect to our debt, excluding premiums and discounts (dollars in thousands):

 
  As of December 31,(1)  
 
  2011   2010  

Balance:

             

Fixed rate

  $ 7,166,349   $ 4,260,027  

Variable rate

    502,919     306,290  
           

Total

  $ 7,669,268   $ 4,566,317  
           

Percent of total debt:

             

Fixed rate

    93 %   93 %

Variable rate

    7     7  
           

Total

    100 %   100 %
           

Weighted average interest rate at end of period:

             

Fixed rate

    5.83 %   6.35 %

Variable rate

    2.19 %   4.03 %

Total weighted average rate

    5.59 %   6.19 %

(1)
December 31, 2011 and 2010 excludes $88 million and $92 million, respectively, of other debt that represents non-interest bearing life care bonds and occupancy fee deposits at certain of our senior housing facilities, which have no scheduled maturities. At December 31, 2011, $88 million of variable-rate mortgages are presented as fixed-rate debt as the interest payments under such debt have been swapped (pay fixed and receive float). At December 31, 2010, $250 million of fixed-rate senior unsecured notes are presented as variable-rate debt as the interest payments under such debt has been swapped (pay float and receive fixed) and $60 million of variable-rate mortgages are presented as fixed-rate debt as the interest payments under such debt have been swapped (pay fixed and receive float); the interest rates for swapped debt are presented at the swapped rates.

        Depreciation and amortization expense.    Depreciation and amortization expenses increased $43 million to $350 million for the year ended December 31, 2011. The increase in depreciation and amortization expense was primarily related to: (i) a $37 million increase as a result of the consolidation of HCP Ventures II on January 14, 2011 and (ii) a $12 million increase from the additive effect of our other property acquisitions during 2010 and 2011.

        General and administrative expenses.    General and administrative expenses increased $13 million to $96 million for the year ended December 31, 2011. The increase in general and administrative expenses was a result of increases in acquisition costs, primarily attributable to our HCR ManorCare Acquisition and compensation related expenses. These increases were partially offset by a decrease in legal fees associated with litigation matters (see the information set forth under the heading "Legal Proceedings" of Note 12 to the Consolidated Financial Statements).

        Litigation settlement and provision.    On November 9, 2011, we entered into an agreement with Ventas to settle all remaining claims relating to Ventas's litigation against us arising out of Ventas's 2007 acquisition of Sunrise Senior Living REIT. As part of the settlement, we paid $125 million to

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Ventas, which resulted in a charge for the same amount (see the information set forth under the heading "Legal Proceedings" of Note 12 to the Consolidated Financial Statements). No similar charges were recognized during the year ended December 31, 2010.

        Impairments (recoveries).    During the year ended December 31, 2011, we recognized an impairment of $15 million related to our Delphis senior secured term loan as a result of concluding that the carrying value of this loan was in excess of the fair value of the related collateral supporting this loan (see Note 7 to the Consolidated Financial Statements).

        During the year ended December 31, 2010, we recognized aggregate income of $12 million, which represents impairment recoveries of portions of impairment charges recognized in 2009 of investments related to Erickson Retirement Communities and its affiliate entities ("Erickson"). Erickson was the tenant at three of our senior housing CCRC DFLs and the borrower of a senior construction loan in which we had a participation interest (see Note 6 to the Consolidated Financial Statements).

        Other income, net.    For the year ended December 31, 2011, other income, net decreased $3 million to $13 million. The year ended December 31, 2011, included the net impact of the following: (i) a gain of $8 million resulting from our January 2011 acquisition of our partner's 65% interest in and consolidation of HCP Ventures II, (ii) income of $6 million in connection with a litigation settlement in June 2011 for proceeds owed to the Company from a sale of assets, and (iii) a charge of $5 million for an other-than-temporary impairment of marketable equity securities. The year ended December 31, 2010 included gains on marketable securities of $15 million.

        Equity income from unconsolidated joint ventures.    During the year ended December 31, 2011, equity income from unconsolidated joint ventures increased $42 million to $47 million. This increase was primarily a result of equity income from our 9.4% interest in HCR ManorCare (see Notes 3 and 8 to the Consolidated Financial Statements for additional information), partially offset by the impact of our consolidation of HCP Ventures II on January 14, 2011, which was previously accounted for as an equity method investment.

        Impairments of investments in unconsolidated joint ventures.    During the year ended December 31, 2010, we recognized impairments of $72 million related to our 35% interest in HCP Ventures II, an unconsolidated joint venture that owned 25 senior housing properties previously leased by Horizon Bay (see Note 8 to the Consolidated Financial Statements). No similar impairments were recognized during the year ended December 31, 2011.

        Discontinued operations.    Income from discontinued operations for the year ended December 31, 2011 was $7 million, compared to $29 million for the comparable period in 2010. The decrease is primarily due to a decrease in gains on real estate dispositions of $17 million and a decline in operating income from discontinued operations of $5 million. During the year ended December 31, 2011, we sold properties for $19 million, compared to $56 million for the year ended December 31, 2010.

Liquidity and Capital Resources

        Our principal liquidity needs are to: (i) fund recurring operating expenses, (ii) meet debt service requirements, including $550 million of senior unsecured notes and $292 million of mortgage debt principal payments and maturities in 2013, (iii) fund capital expenditures, including tenant improvements and leasing costs, (iv) fund acquisition and development activities, and (v) make dividend distributions. We anticipate that cash flow from continuing operations over the next 12 months will be adequate to fund our business operations, debt service payments, recurring capital expenditures and cash dividends to shareholders. Capital requirements relating to maturing indebtedness, acquisitions and development activities may require funding from borrowings and/or equity and debt offerings.

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        Access to capital markets impacts our cost of capital and ability to refinance maturing indebtedness, as well as our ability to fund future acquisitions and development through the issuance of additional securities or secured debt. Credit ratings impact our ability to access capital and directly impact our cost of capital as well. For example, as noted below, our revolving line of credit facility accrues interest at a rate per annum equal to LIBOR plus a margin that depends upon our debt ratings. We also pay a facility fee on the entire revolving commitment that depends upon our debt ratings. As of February 11, 2013, we had a credit rating of BBB+ from Fitch, Baa1 from Moody's and BBB+ from S&P on our senior unsecured debt securities.

        Net cash provided by operating activities was $1 billion and $724 million for the years ended December 31, 2012 and 2011, respectively. The increase in operating cash flows is primarily the result of the following: (i) the additive impact of our acquisitions in 2011 and 2012, (ii) assets placed in service in 2011 and 2012 and (iii) rent escalations and resets in 2011 and 2012, which increases were partially offset by increased debt interest payments. Our cash flows from operations are dependent upon the occupancy level of multi-tenant buildings, rental rates on leases, our tenants' performance on their lease obligations, the level of operating expenses and other factors.

        The following are significant investing and financing activities for the year ended December 31, 2012:

        Bank line of credit and Term Loan.    On March 27, 2012, we executed an amendment to our existing $1.5 billion unsecured revolving line of credit facility (the "Facility"). This amendment reduces the cost of the Facility (lower borrowing rate and facility fee) and extends the Facility's maturity by one additional year to March 2016. The Facility contains a one-year extension option. Borrowings under this Facility accrue interest at LIBOR plus a margin that depends upon our debt ratings. We pay a facility fee on the entire revolving commitment that depends on our debt ratings. Based on our debt ratings at February 11, 2013, the margin on the Facility was 1.075%, and the facility fee was 0.175%. The Facility also includes a feature that will allow us to increase the borrowing capacity by an aggregate amount of up to $500 million, subject to securing additional commitments from existing lenders or new lending institutions.

        On July 30, 2012, we entered into a credit agreement with a syndicate of banks for a £137 million ($223 million at December 31, 2012) four-year unsecured Term Loan (the "Term Loan") that accrues interest at a rate of GBP LIBOR plus 1.20%, based on our current debt ratings. Concurrent with the closing of the Term Loan, we entered into a four-year interest rate swap agreement that fixed the rate of the Term Loan at 1.81%, subject to adjustments based on our credit ratings. The Term Loan contains a one-year committed extension option.

        Our Facility and Term Loan contain certain financial restrictions and other customary requirements. Among other things, these covenants, using terms defined in the agreements (i) limit the ratio of Consolidated Total Indebtedness to Consolidated Total Asset Value to 60%, (ii) limit the ratio

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of Secured Debt to Consolidated Total Asset Value to 30%, (iii) limit the ratio of Unsecured Debt to Consolidated Unencumbered Asset Value to 60%, (iv) require a minimum Fixed Charge Coverage ratio of 1.5 times and (v) require a formula-determined Minimum Consolidated Tangible Net Worth of $9.2 billion at December 31, 2012. At December 31, 2012, we were in compliance with each of these restrictions and requirements of the Facility and Term Loan.

        Our Facility also contains cross-default provisions to other indebtedness of ours, including in some instances, certain mortgages on our properties. Certain mortgages contain default provisions relating to defaults under the leases or operating agreements on the applicable properties by our operators or tenants, including default provisions relating to the bankruptcy filings of such operator or tenant. Although we believe that we would be able to secure amendments under the applicable agreements if a default as described above occurs, such a default may result in significantly less favorable borrowing terms than currently available, material delays in the availability of funding or other material adverse consequences.

        Senior unsecured notes.    At December 31, 2012, we had senior unsecured notes outstanding with an aggregate principal balance of $6.7 billion. Interest rates on the notes ranged from 1.21% to 7.07% with a weighted average effective interest rate of 5.10% and a weighted average maturity of six years at December 31, 2012. The senior unsecured notes contain certain covenants including limitations on debt, maintenance of unencumbered assets, cross-acceleration provisions and other customary terms. At December 31, 2012, we believe we were in compliance with these covenants.

        Mortgage debt.    At December 31, 2012, we had $1.7 billion in aggregate principal amount of mortgage debt outstanding that is secured by 135 healthcare facilities (including redevelopment properties) with a carrying value of $2.1 billion. Interest rates on the mortgage debt ranged from 1.54% to 8.69% with a weighted average effective interest rate of 6.13% and a weighted average maturity of four years at December 31, 2012.

        Mortgage debt generally requires monthly principal and interest payments, is collateralized by certain properties and is generally non-recourse. Mortgage debt typically restricts transfer of the encumbered properties, prohibits additional liens, restricts prepayment, requires payment of real estate taxes, requires maintenance of the assets in good condition, requires maintenance of insurance on the assets and includes conditions to obtain lender consent to enter into and terminate material leases. Some of the mortgage debt is also cross-collateralized by multiple properties and may require tenants or operators to maintain compliance with the applicable leases or operating agreements of such real estate assets.

        Other debt.    At December 31, 2012, we had $82 million of non-interest bearing life care bonds at two of our continuing care retirement communities and non-interest bearing occupancy fee deposits at two of our senior housing facilities, all of which were payable to certain residents of the facilities (collectively, "Life Care Bonds"). The Life Care Bonds are refundable to the residents upon the termination of the contract or upon the successful resale of the unit.

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        The following table summarizes our stated debt maturities and scheduled principal repayments at December 31, 2012 (in thousands):

Year
  Term Loan(1)   Senior
Unsecured
Notes
  Mortgage   Total(2)  

2013

  $   $ 550,000   $ 291,747   $ 841,747  

2014

        487,000     179,695     666,695  

2015

        400,000     308,048     708,048  

2016

    222,694     900,000     291,338     1,414,032  

2017

        750,000     550,052     1,300,052  

Thereafter

        3,650,000     65,886     3,715,886  
                   

    222,694     6,737,000     1,686,766     8,646,460  

(Discounts) and premiums, net

        (24,376 )   (10,222 )   (34,598 )
                   

  $ 222,694   $ 6,712,624   $ 1,676,544   $ 8,611,862  
                   

(1)
Represents £137 million translated into U.S. dollars as of December 31, 2012.

(2)
Excludes $82 million of other debt that represents Life Care Bonds that have no scheduled maturities.

        Derivative Financial Instruments.    We use derivative instruments to mitigate the effects of interest rate and foreign exchange fluctuations on specific forecasted transactions as well as recognized financial obligations or assets. We do not use derivative instruments for speculative or trading purposes.

        The following table summarizes our outstanding interest rate and foreign exchange swap contracts as of December 31, 2012 (dollars and GBP in thousands):

Date Entered
  Maturity Date   Hedge
Designation
  Fixed
Rate/Buy
Amount
  Floating/Exchange Rate Index   Notional/Sell
Amount
  Fair Value  

July 2005

    July 2020   Cash Flow     3.82 % BMA Swap Index   $   45,600   $ (8,666 )

November 2008

    October 2016   Cash Flow     5.95 % 1 Month LIBOR+1.50%     27,000     (3,878 )

July 2009

    July 2013   Cash Flow     6.13 % 1 Month LIBOR+3.65%     13,700     (155 )

July 2012

    June 2016   Cash Flow     1.81 % 1 Month GBP LIBOR+1.20%     £137,000     89  

July 2012

    June 2016   Cash Flow   $ 79,600   Buy USD/Sell GBP     £  50,700     (2,641 )

        For a more detailed description of our derivative financial instruments, see Note 24 to the Consolidated Financial Statements and "Quantitative and Qualitative Disclosures About Market Risk" in Item 7A.

        At December 31, 2012, we had 453 million shares of common stock outstanding. At December 31, 2012, equity totaled $10.8 billion, and our equity securities had a market value of $20.7 billion.

        As of December 31, 2012, there were a total of four million DownREIT units outstanding in four limited liability companies in which we are the managing member. The DownREIT units are exchangeable for an amount of cash approximating the then-current market value of shares of our common stock or, at our option, shares of our common stock (subject to certain adjustments, such as stock splits and reclassifications).

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        We have a prospectus that we filed with the SEC as part of a registration statement on Form S-3ASR, using a shelf registration process which expires in July 2015. Under the "shelf" process, we may sell any combination of the securities in one or more offerings. The securities described in the prospectus include common stock, preferred stock, depositary shares, debt securities and warrants.

        The prospectus only provides a general description of the securities we may offer. The prospectus may not be used to sell securities unless accompanied by a prospectus supplement or a free writing prospectus. Each time we sell securities under the shelf registration, we will provide a prospectus supplement that will contain specific information about the terms of the securities being offered and of the offering. The prospectus supplement may also add, update or change information contained in the prospectus.

        We may offer and sell the securities pursuant to the prospectus through underwriters, dealers or agents or directly to purchasers, on a continuous or delayed basis. The securities may also be resold by selling security holders. The prospectus supplement for each offering will describe in detail the plan of distribution for that offering and will set forth the names of any underwriters, dealers or agents involved in the offering and any applicable fees, commissions or discount arrangements. We intend to use the net proceeds from the sales of the securities as set forth in the applicable prospectus supplement, and unless otherwise set forth in a therein, we will not receive any proceeds if the securities are sold by a selling security holder.

Non-GAAP Financial Measure—Funds From Operations ("FFO")

        We believe FFO applicable to common shares, diluted FFO applicable to common shares, and basic and diluted FFO per common share are important supplemental non-GAAP measures of operating performance for a REIT. Because the historical cost accounting convention used for real estate assets utilizes straight-line depreciation (except on land), such accounting presentation implies that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen and fallen with market conditions, presentations of operating results for a REIT that uses historical cost accounting for depreciation could be less informative. The term FFO was designed by the REIT industry to address this issue.

        FFO is defined as net income applicable to common shares (computed in accordance with GAAP), excluding gains or losses from acquisition and dispositions of depreciable real estate or related interests, impairments of, or related to, depreciable real estate, plus real estate and DFL depreciation and amortization, with adjustments for joint ventures. Adjustments for joint ventures are calculated to reflect FFO on the same basis. FFO does not represent cash generated from operating activities in accordance with GAAP, is not necessarily indicative of cash available to fund cash needs and should not be considered an alternative to net income. We compute FFO in accordance with the current National Association of Real Estate Investment Trusts' ("NAREIT") definition; however, other REITs may report FFO differently or have a different interpretation of the current NAREIT definition from us. In addition, we present FFO before the impact of litigation settlement charges, preferred stock redemption charges, impairments (recoveries) of non-depreciable assets and merger-related items (defined below) ("FFO as adjusted"). Management believes FFO as adjusted is a useful alternative measurement. This measure is a modification of the NAREIT definition of FFO and should not be used as an alternative to net income (determined in accordance with GAAP).

        Details of certain items that affect comparability are discussed under Results of Operations above. The following is a reconciliation from net income applicable to common shares, the most direct

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comparable financial measure calculated and presented in accordance with GAAP, to FFO and FFO as adjusted (in thousands, except per share data):

 
  Year Ended December 31,  
 
  2012   2011   2010  

Net income applicable to common shares

  $ 812,289   $ 515,302   $ 307,498  

Depreciation and amortization of real estate, in-place lease and other intangibles:

                   

Continuing operations

    358,245     349,922     306,934  

Discontinued operations

    8,267     7,473     6,513  

DFL depreciation

    12,756     8,840      

Gain on sales of real estate

    (31,454 )   (3,107 )   (19,925 )

Gain upon consolidation of joint venture

        (7,769 )    

Impairments of interests in unconsolidated joint venture

            71,693  

Equity income from unconsolidated joint ventures

    (54,455 )   (46,750 )   (4,770 )

FFO from unconsolidated joint ventures

    64,933     56,887     25,288  

Noncontrolling interests' and participating securities' share in earnings

    17,547     18,062     15,767  

Noncontrolling interests' and participating securities' share in FFO

    (21,620 )   (20,953 )   (18,361 )
               

FFO applicable to common shares

  $ 1,166,508   $ 877,907   $ 690,637  

Distributions on dilutive convertible units

    13,028     6,916     11,847  
               

Diluted FFO applicable to common shares

  $ 1,179,536   $ 884,823   $ 702,484  
               

Diluted FFO per common share

  $ 2.72   $ 2.19   $ 2.25  
               

Weighted average shares used to calculate diluted FFO per common share

    434,328     403,864     312,797  
               

Diluted earnings per common share

  $ 1.90   $ 1.29   $ 1.00  

Depreciation and amortization of real estate, in-place lease and other intangibles

    0.85     0.89     1.02  

DFL depreciation

    0.03     0.02      

Gain on sales of real estate and upon consolidation of joint venture

    (0.07 )   (0.03 )   (0.06 )

Impairments of interests in unconsolidated joint ventures

            0.23  

Joint venture and participating securities FFO adjustments

    0.01     0.02     0.06  
               

Diluted FFO per common share

  $ 2.72   $ 2.19   $ 2.25  
               

Impact of adjustments to FFO:

                   

Preferred stock redemption charge(1)

  $ 10,432   $   $  

Litigation settlement and provision charges(2)

        125,000      

Other impairments (recoveries)(3)

    7,878     15,400     (11,900 )

Merger-related items(4)

    5,642     26,596     4,339  
               

  $ 23,952   $ 166,996   $ (7,561 )
               

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  Year Ended December 31,  
 
  2012   2011   2010  

FFO as adjusted applicable to common shares

  $ 1,190,460   $ 1,044,903   $ 683,076  

Distributions on dilutive convertible units

    12,957     11,646     12,089  
               

Diluted FFO as adjusted

  $ 1,203,417   $ 1,056,549   $ 695,165  
               

Diluted FFO as adjusted per common share

  $ 2.78   $ 2.69   $ 2.23  
               

Weighted average shares used to calculate diluted FFO as adjusted per common share(5)

    433,607     393,237     311,285  
               

(1)
In connection with the redemption of our preferred stock, during the year ended December 31, 2012, we incurred a redemption charge of $10.4 million related to the original issuance costs.

(2)
The litigation settlement charge during the year ended December 31, 2011 relates to the Ventas settlement.

(3)
The following impairments, net of recoveries had an impact on FFO:

The impairment charge during the year ended December 31, 2012 relates to the sale of a land parcel in our life science segment.

The impairment charge during the year ended December 31, 2011 relates to our senior secured loan to Delphis.

Recoveries for the year ended December 31, 2010 relate to portions of previous impairment charges related to investments in three direct financing leases (non-depreciable due to lessee purchase option) and a participation interest in a senior construction loan related to Erickson.

(4)
The year ended December 31, 2012 merger-related items of $0.02 per share attributable to the Senior Housing Portfolio acquisition include direct transaction costs and the impact of the negative carry of prefunding the transaction with the $1.0 billion, or 22 million shares, common stock offering completed on October 19, 2012 on the calculation of weighted average shares. Proceeds from this offering were used to fund the Senior Housing Portfolio Acquisition. Merger-related items for the year ended December 31, 2011 are attributable to our HCR ManorCare Acquisition (incurred from January 1st through April 6th 2011), which include the following: (i) $26.8 million of direct transaction costs, (ii) $23.9 million of interest expense associated with the $2.4 billion senior unsecured notes issued on January 24, 2011, proceeds from which were obtained to prefund the HCR ManorCare Acquisition, partially offset by (iii) $24.1 million of income related to gains upon the reinvestment of the our debt investment in HCR ManorCare and other miscellaneous items. Merger-related items for 2010 primarily include professional fees associated with our HCR ManorCare Acquisition.

(5)
Our weighted average shares used to calculate diluted FFO as adjusted eliminate the impact of 46 million shares of common stock from our December 2010 offering and 30 million shares from our March 2011 common stock offering (excludes 4.5 million shares sold to the underwriters upon exercise of their option to purchase additional shares), which issuances increased our weighted average shares by 12.9 million and 1.5 million for the years ended December 31, 2011 and 2010, respectively. Proceeds from these offerings were used to fund a portion of the cash consideration for the HCR ManorCare Acquisition.

Off-Balance Sheet Arrangements

        We own interests in certain unconsolidated joint ventures as described under Note 8 to the Consolidated Financial Statements. Except in limited circumstances, our risk of loss is limited to our investment in the joint venture and any outstanding loans receivable. In addition, we have certain properties which serve as collateral for debt that is owed by a previous owner of certain of our facilities, as described under Note 12 to the Consolidated Financial Statements. Our risk of loss for these certain properties is limited to the outstanding debt balance plus penalties, if any. We have no other material off-balance sheet arrangements that we expect would materially affect our liquidity and capital resources except those described below under Contractual Obligations.

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Contractual Obligations

        The following table summarizes our material contractual payment obligations and commitments at December 31, 2012 (in thousands):

 
  Total(1)   Less than
One Year
  2014-2015   2016-2017   More than
Five Years
 

Term loan(2)

  $ 222,694   $   $   $ 222,694   $  

Senior unsecured notes

    6,737,000     550,000     887,000     1,650,000     3,650,000  

Mortgage debt

    1,686,766     291,747     487,743     841,390     65,886  

Construction loan commitments(3)

    50,216     35,926     14,290          

Development commitments(4)

    13,514     13,079     435          

Ground and other operating leases

    224,574     7,734     13,491     10,025     193,324  

Interest(5)

    2,554,191     424,618     717,441     526,560     885,572  
                       

Total

  $ 11,488,955   $ 1,323,104   $ 2,120,400   $ 3,250,669   $ 4,794,782  
                       

(1)
Excludes $82 million of other debt that represents Life Care Bonds that have no scheduled maturities.

(2)
Represents £137 million translated into U.S. dollars as of December 31, 2012.

(3)
Represents commitments to finance development projects and related working capital financings.

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

(5)
Interest on variable-rate debt is calculated using rates in effect at December 31, 2012.

Inflation

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

Recent Accounting Pronouncements

        See Note 2 to the Consolidated Financial Statements for the impact of new accounting standards. There were no accounting pronouncements that were issued, but not yet adopted by us, that we believe will materially impact our consolidated financial statements.

ITEM 7A.    Quantitative and Qualitative Disclosures About Market Risk

        We use derivative financial instruments in the normal course of business to mitigate interest rate and foreign currency risk. We do not use derivative financial instruments for speculative or trading purposes. Derivatives are recorded on the consolidated balance sheets at their fair value. See Note 24 to the Consolidated Financial Statements for additional information.

        To illustrate the effect of movements in the interest rate and foreign currency markets, we performed a market sensitivity analysis on our hedging instruments. We applied various basis point spreads to the underlying interest rate curves and foreign currency exchange rates of the derivative portfolio in order to determine the instruments' change in fair value. Assuming a one percentage point change in the underlying interest rate curve and foreign currency exchange rates, the estimated change

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in fair value of each of the underlying derivative instruments would not exceed $8 million. See Note 24 to the Consolidated Financial Statements for additional analysis details.

        Interest Rate Risk.    At December 31, 2012, we were exposed to market risks related to fluctuations in interest rates on properties with a gross value of $83 million that are subject to leases where the payments fluctuate with changes in LIBOR (excludes $223 million of variable-rate senior unsecured notes that have been hedged through interest-rate swap contracts). Our exposure to income fluctuations related to our variable-rate investments is partially offset by: (i) $25 million of variable-rate senior unsecured notes and (ii) $15 million of variable-rate mortgage debt payable (excludes $86 million of variable-rate mortgage notes that have been hedged through interest-rate swap contracts). Additionally, our exposure to market risks related to fluctuations in interest rates excludes our GBP denominated $223 million (£137 million) variable-rate Term Loan that has been hedged through interest-rate swap contracts.

        Interest rate fluctuations will generally not affect our future earnings or cash flows on our fixed rate debt and assets unless such instruments mature or are otherwise terminated. However, interest rate changes will affect the fair value of our fixed rate instruments. Conversely, changes in interest rates on variable rate debt and investments would change our future earnings and cash flows, but not significantly affect the fair value of those instruments. Assuming a one percentage point increase in the interest rate related to the variable-rate investments and variable-rate debt, and assuming no other changes in the outstanding balance as of December 31, 2012, our annual interest expense would increase by approximately $0.3 million, or less than $0.01 per common share on a diluted basis.

        Foreign Currency Exchange Rate Risk.    At December 31, 2012, our exposure to foreign currency exchange rates relates to forecasted interest receipts from our GBP denominated senior unsecured notes (see additional discussion of the Four Seasons Health Care Senior Unsecured Notes in Note 10 of the Consolidated Financial Statements). Our foreign currency exchange exposure is mitigated by the forecasted interest and principal payments from our GBP denominated unsecured Term Loan (see Note 11 to the Consolidated Financial Statements for additional information) and a foreign currency swap contract for approximately 85% of the forecasted interest receipts from our senior unsecured notes through the non-call period which ends on June 15, 2016.

        Market Risk.    We have investments in marketable debt securities classified as held-to-maturity, because we have the positive intent and ability to hold the securities to maturity. Held-to-maturity securities are recorded at amortized cost and adjusted for the amortization of premiums and discounts through maturity. We consider a variety of factors in evaluating an other-than-temporary decline in value, such as: the length of time and the extent to which the market value has been less than our current adjusted carrying value; the issuer's financial condition, capital strength and near-term prospects; any recent events specific to that issuer and economic conditions of its industry; and our investment horizon in relationship to an anticipated near-term recovery in the market value, if any. At December 31, 2012, the fair value and adjusted carrying value of marketable debt securities were $234 million and $223 million, respectively.

        We have investments in marketable equity securities classified as available-for-sale. Gains and losses on these securities are recognized in income when realized, and losses are recognized when an other-than-temporary decline in value is identified. An initial indicator of an other-than-temporary decline in value for marketable equity securities is based on the severity of the decline in market value below the cost basis for an extended period of time. We consider a variety of factors in evaluating an other-than-temporary decline in value, such as: the length of time and the extent to which the market value has been less than our current cost basis; the issuer's financial condition, capital strength and near-term prospects; any recent events specific to that issuer and economic conditions of its industry; and our investment horizon in relationship to an anticipated near-term recovery in the market value, if

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any. At December 31, 2012, the fair value and adjusted cost basis of marketable equity securities were $25 million and $17 million, respectively.

        The principal amount and the average interest rates for our loans receivable and debt categorized by maturity dates is presented in the table below. The fair value for our senior unsecured notes payable is based on prevailing market prices. The fair value estimates for loans receivable and mortgage debt payable are based on discounting future cash flows utilizing current rates for loans and debt of the same type and remaining maturity.

 
  Maturity  
 
  2013   2014   2015   2016   2017   Thereafter   Total   Fair Value  
 
  (dollars in thousands)
 

Assets:

                                                 

Loans receivable (USD)

  $ 38,633 (1) $   $ 15,640   $ 111,900   $ 111,742   $   $ 277,915   $ 279,850  

Weighted average interest rate

    13.48 %   %   8.00 %   7.25 %   11.61 %   %   9.91 %      

Debt securities held-for-sale (GBP)

  $   $   $   $ 222,809   $   $   $ 222,809   $ 234,137  

Weighted average interest rate

    %   %   %   12.25 %   %   %   12.25 %      

Liabilities(2):

                                                 

Variable-rate debt:

                                                 

Term loan (GBP)

  $   $   $   $ 222,694   $   $   $ 222,694   $ 222,694  

Weighted average interest rate

    %   %   %   2.00 %   %   %   2.00 %      

Senior unsecured notes payable (USD)

  $   $ 25,000   $   $   $   $   $ 25,000   $ 24,982  

Weighted average interest rate

    %   1.27 %   %   %   %   %   1.27 %      

Mortgage debt payable (USD)

  $ 6,430   $ 455   $ 8,500   $   $   $   $ 15,385   $ 14,205  

Weighted average interest rate

    2.01 %   %   1.75 %   %   %   %   1.85 %      

Fixed-rate debt:

                                                 

Senior unsecured notes payable (USD)

  $ 550,000   $ 462,000   $ 400,000   $ 900,000   $ 750,000   $ 3,650,000   $ 6,712,000   $ 7,407,031  

Weighted average interest rate

    5.80 %   3.32 %   6.64 %   5.07 %   6.04 %   4.89 %   5.11 %      

Mortgage debt payable (USD)

  $ 285,317   $ 179,240   $ 299,548   $ 291,338   $ 550,052   $ 65,887   $ 1,671,382   $ 1,756,949  

Weighted average interest rate

    6.25 %   5.78 %   6.17 %   6.88 %   6.04 %   5.26 %   6.17 %      

Interest rate derivatives assets (liabilities):

                                                 

Variable-rate debt:

                                                 

Variable to fixed

  $ (155 ) $   $   $ (3,878 ) $   $ (8,666 ) $ (12,699 ) $ (12,699 )

Weighted average pay rate

    6.13 %   %   %   5.95 %   %   3.82 %   4.50 %      

Weighted average receive rate

    3.86 %   %   %   2.67 %   %   1.21 %   1.69 %      

Variable to fixed (GBP)

  $   $   $   $ 89   $   $   $ 89   $ 89  

Weighted average pay rate

    %   %   %   1.81 %   %   %   1.81 %      

Weighted average receive rate

    %   %   %   1.82 %   %   %   1.82 %      

(1)
Effective January 1, 2011, a senior secured loan to Delphis was placed on non-accrual status. For additional information regarding the senior secured loan to Delphis see Note 7 to the Consolidated Financial Statements.

(2)
Excludes $82 million of other debt that represents non-interest bearing Life Care Bonds and occupancy fee deposits at certain of our senior housing facilities, which have no scheduled maturities.

ITEM 8.   Financial Statements and Supplementary Data

        See Index to Consolidated Financial Statements included in this report.

ITEM 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

        None.

ITEM 9A.    Controls and Procedures

        Disclosure Controls and Procedures.    We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to our management, including our

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Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

        Also, we have investments in certain unconsolidated entities. Our disclosure controls and procedures with respect to such entities are substantially more limited than those we maintain with respect to our consolidated subsidiaries.

        As required by Rule 13a-15(b) and 15d-15(b) of the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2012. Based upon that evaluation, our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer) concluded that our disclosure controls and procedures were effective, as of December 31, 2012, at the reasonable assurance level.

        Changes in Internal Control Over Financial Reporting.    There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of 2012 to which this report relates that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

        Management's Annual Report on Internal Control over Financial Reporting.    Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control—Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2012.

        The effectiveness of our internal control over financial reporting as of December 31, 2012 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which is included herein.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of HCP, Inc.
Long Beach, California

        We have audited the internal control over financial reporting of HCP, Inc. and subsidiaries (the "Company") as of December 31, 2012, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

        We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

        A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

        Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

        In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

        We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedules as of and for the year ended December 31, 2012, of the Company and our report dated February 12, 2013 expressed an unqualified opinion on those financial statements and financial statement schedules and included an explanatory paragraph regarding the Company's adoption of Accounting Standards Update No. 2011-05, Presentation of Comprehensive Income.

    /s/ DELOITTE & TOUCHE LLP

Los Angeles, California
February 12, 2013

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ITEM 9B.    Other Information

        None.


PART III

ITEM 10.    Directors, Executive Officers and Corporate Governance

        Our executive officers were as follows on February 1, 2013:

Name
  Age   Position
James F. Flaherty III   55   Chairman and Chief Executive Officer
Jonathan M. Bergschneider   38   Executive Vice President—Life Science Estates
Paul F. Gallagher   52   Executive Vice President and Chief Investment Officer
Edward J. Henning   59   Executive Vice President
Thomas D. Kirby   66   Executive Vice President—Acquisitions and Valuations
Thomas M. Klaritch   55   Executive Vice President—Medical Office Properties
James W. Mercer   68   Executive Vice President, General Counsel and Corporate Secretary
Timothy M. Schoen   45   Executive Vice President and Chief Financial Officer
Susan M. Tate   52   Executive Vice President—Post-Acute and Hospitals
Kendall K. Young   52   Executive Vice President—Senior Housing

        We have adopted a Code of Business Conduct and Ethics that applies to all of our directors and employees, including our Chief Executive Officer and all senior financial officers, including our principal financial officer, principal accounting officer and controller. A current copy of our Code of Business Conduct and Ethics is posted on the Investor Relations section of our website at www.hcpi.com. In addition, waivers from, and amendments to, our Code of Business Conduct and Ethics that apply to our directors and executive officers, including our principal executive officer, principal financial officer, principal accounting officer or persons performing similar functions, will be timely posted in the Investor Relations section of our website at www.hcpi.com.

        We hereby incorporate by reference the information appearing under the captions "Directors and Executive Officers," "Board of Directors and Corporate Governance" and "Section 16(a) Beneficial Ownership Reporting Compliance" in the Registrant's definitive proxy statement relating to its 2013 Annual Meeting of Stockholders to be held on April 25, 2013.

ITEM 11.    Executive Compensation

        We hereby incorporate by reference the information under the caption "Executive Compensation" in the Registrant's definitive proxy statement relating to its 2013 Annual Meeting of Stockholders to be held on April 25, 2013.

ITEM 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

        We hereby incorporate by reference the information under the captions "Security Ownership of Principal Stockholders, Directors and Management" and "Equity Compensation Plan Information" in the Registrant's definitive proxy statement relating to its 2013 Annual Meeting of Stockholders to be held on April 25, 2013.

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ITEM 13.    Certain Relationships and Related Transactions, and Director Independence

        We hereby incorporate by reference the information under the captions "Certain Transactions" and "Board of Directors and Corporate Governance" in the Registrant's definitive proxy statement relating to its 2013 Annual Meeting of Stockholders to be held on April 25, 2013.

ITEM 14.    Principal Accountant Fees and Services

        We hereby incorporate by reference under the caption "Audit and Non-Audit Fees" in the Registrant's definitive proxy statement relating to its 2013 Annual Meeting of Stockholders to be held on April 25, 2013.


PART IV

ITEM 15.    Exhibits, Financial Statements and Financial Statement Schedules (2012)

(a)(1)   Financial Statements:
   

Report of Independent Registered Public Accounting Firm—Deloitte & Touche LLP

   

Financial Statements

   

Consolidated Balance Sheets—December 31, 2012 and 2011

   

Consolidated Statements of Income—for the years ended December 31, 2012, 2011 and 2010

   

Consolidated Statements of Comprehensive Income—for the years ended December 31, 2012, 2011 and 2010

   

Consolidated Statements of Stockholders' Equity—for the years ended December 31, 2012, 2011 and 2010

   

Consolidated Statements of Cash Flows—for the years ended December 31, 2012, 2011 and 2010

   

Notes to Consolidated Financial Statements


 

 

Schedule II: Valuation and Qualifying Accounts

(a)(2)

 

Schedule III: Real Estate and Accumulated Depreciation
    Note: All other schedules have been omitted because the required information is presented in the financial statements and the related notes or because the schedules are not applicable.

(a)(3)

 

Exhibits:
    

2.1   Purchase Agreement, dated as of December 13, 2010, by and among HCP, Inc., HCP 2010 REIT LLC, HCR ManorCare, Inc., HCR Properties, LLC and HCR Healthcare, LLC (incorporated herein by reference to Exhibit 2.1 to HCP's Current Report on Form 8-K (File No. 1-08895), filed December 14, 2010).
2.1.1   Amendment to Purchase Agreement, dated as of April 7, 2011, by and among HCP, Inc., HCP 2010 REIT LLC, HCR ManorCare MergeCo, Inc., HCR ManorCare, LLC, HCR Properties, LLC and HCR Healthcare,  LLC (incorporated herein by reference to Exhibit 2.1 to HCP's Current Report on Form 8-K (File No. 1-08895), filed April 13, 2011).†
2.2   Purchase and Sale Agreement, dated as of October 16, 2012, by and among BRE/SW Portfolio LLC, those owner entities listed on Schedule 1 thereto, HCP, Inc. and Emeritus Corporation.**
3.1   Articles of Restatement of HCP (incorporated by reference herein to Exhibit 3.1 to HCP's Registration Statement on Form S-3 (Registration No. 333-182824, filed July 24, 2012).

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3.2   Fourth Amended and Restated Bylaws of HCP (incorporated herein by reference to Exhibit 3.1 to HCP's Current Report on Form 8-K (File No. 1-08895), filed September 25, 2006).
3.2.1   Amendment No. 1 to Fourth Amended and Restated Bylaws of HCP (incorporated by reference herein to Exhibit 3.2.1 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended September 30, 2007).
3.2.2   Amendment No. 2 to Fourth Amended and Restated Bylaws of HCP (incorporated herein by reference to Exhibit 3.2.2 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended September 30, 2009).
3.2.3   Amendment No. 3 to Fourth Amended and Restated Bylaws of HCP (incorporated herein by reference to Exhibit 3.1 to HCP's Current Report on Form 8-K (File No. 1-08895), filed March 10, 2011).
4.1   Indenture, dated as of September 1, 1993, between HCP and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4.2 to HCP's Registration Statement on Form S-3/A (Registration No. 333-86654), filed May 21, 2002).
4.1.1   First Supplemental Indenture dated as of January 24, 2011, to the Indenture, dated as of September 1, 1993, by and between HCP and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated herein by reference to Exhibit 4.1 to HCP's Current Report on Form 8-K (File No. 1-08895), filed January 24, 2011).
4.2   Indenture, dated as of January 15, 1997, by and between American Health Properties, Inc. (a company that merged with and into HCP) and The Bank of New York, as trustee (incorporated herein by reference to Exhibit 4.1 to American Health Properties, Inc.'s Current Report on Form 8-K (File No. 1-08895), filed January 21, 1997).
4.2.1   First Supplemental Indenture, dated as of November 4, 1999, to the Indenture, dated as of January 15, 1997, by and between HCP and The Bank of New York, as trustee (incorporated herein by reference to Exhibit 4.4 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended September 30, 1999).
4.3   Form of Fixed Rate Global Medium-Term Note (incorporated herein by reference to Exhibit 4.3 to HCP's Current Report on Form 8-K (File No. 1-08895), filed November 20, 2003).
4.4   Form of Floating Rate Global Medium-Term Note (incorporated herein by reference to Exhibit 4.4 to HCP's Current Report on Form 8-K (File No. 1-08895), filed November 20, 2003).
4.5   Form of Fixed Rate Global Medium-Term Note (incorporated herein by reference to Exhibit 4.3 to HCP's Current Report on Form 8-K (File No. 1-08895), filed February 17, 2006).
4.6   Form of Floating Rate Global Medium-Term Note (incorporated herein by reference to Exhibit 4.4 to HCP's Current Report on Form 8-K (File No. 1-08895), filed February 17, 2006).
4.7   Officers' Certificate pursuant to Section 301 of the Indenture, dated as of September 1, 1993, by and between HCP and The Bank of New York, as Trustee, establishing a series of securities entitled "6.00% Senior Notes due March 1, 2015" (incorporated herein by reference to Exhibit 3.1 to HCP's Current Report on Form 8-K (File No. 1-08895), filed February 28, 2003).

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4.8   Officers' Certificate pursuant to Section 301 of the Indenture, dated as of September 1, 1993, by and between HCP and The Bank of New York, as Trustee, establishing a series of securities entitled "55/8% Senior Notes due May 1, 2017" (incorporated herein by reference to Exhibit 4.2 to HCP's Current Report on Form 8-K (File No. 1-08895), filed April 27, 2005).
4.9   Officers' Certificate pursuant to Section 301 of the Indenture, dated as of September 1, 1993, by and between HCP and The Bank of New York, as trustee, setting forth the terms of HCP's Fixed Rate Medium-Term Notes and Floating Rate Medium-Term Notes (incorporated herein by reference to Exhibit 4.2 to HCP's Current Report on Form 8-K (File No. 1-08895), filed February 17, 2006).
4.10   Form of 5.95% Notes Due 2011 (incorporated herein by reference to Exhibit 4.2 to HCP's Current Report on Form 8-K (File No. 1-08895), filed September 19, 2006).
4.11   Form of 6.30% Notes Due 2016 (incorporated herein by reference to Exhibit 4.3 to HCP's Current Report on Form 8-K (File No. 1-08895), filed September 19, 2006).
4.12   Form of 5.65% Senior Notes Due 2013 (incorporated herein by reference to Exhibit 4.1 to HCP's Current Report on Form 8-K (File No. 1-08895), filed December 4, 2006).
4.13   Form of 6.00% Senior Notes Due 2017 (incorporated herein by reference to Exhibit 4.1 to HCP's Current Report on Form 8-K (File No. 1-08895), filed January 22, 2007).
4.14   Officers' Certificate (including Form of 6.70% Senior Notes Due 2018 as Annex A thereto), dated October 15, 2007, pursuant to Section 301 of the Indenture, dated as of September 1, 1993, by and between HCP and The Bank of New York Trust Company, N.A., as successor trustee to The Bank of New York, establishing a series of securities entitled "6.70% Senior Notes due 2018" (incorporated by reference herein to Exhibit 4.29 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895), filed October 30, 2007).
4.15   Form of 2.700% Senior Notes due 2014 (incorporated herein by reference to Exhibit 4.2 to HCP's Current Report on Form 8-K (File No. 1-08895), filed January 24, 2011).
4.16   Form of 3.750% Senior Notes due 2016 (incorporated herein by reference to Exhibit 4.3 to HCP's Current Report on Form 8-K (File No. 1-08895), filed January 24, 2011).
4.17   Form of 5.375% Senior Notes due 2021 (incorporated herein by reference to Exhibit 4.4 to HCP's Current Report on Form 8-K (File No. 1-08895), filed January 24, 2011).
4.18   Form of 6.750% Senior Notes due 2041 (incorporated herein by reference to Exhibit 4.5 to HCP's Current Report on Form 8-K (File No. 1-08895), filed January 24, 2011).
4.19   Form of 3.75% Senior Notes due 2019 (incorporated herein by reference to Exhibit 4.1 to HCP's Current Report on Form 8-K (File No. 1-08895), filed January 23, 2012).
10.1   Second Amended and Restated Directors Stock Incentive Plan (incorporated herein by reference to Appendix A to HCP's Proxy Statement (File No. 1-08895), filed March 21, 1997).*
10.1.1   First Amendment to Second Amended and Restated Directors Stock Incentive Plan, effective as of November 3, 1999 (incorporated herein by reference to Exhibit 10.1 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended September 30, 1999).*
10.1.2   Second Amendment to Second Amended and Restated Directors Stock Incentive Plan, effective as of January 4, 2000 (incorporated herein by reference to Exhibit 10.17 to HCP's Annual Report on Form 10-K (File No. 1-08895) for the year ended December 31, 1999).*

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10.2   Second Amended and Restated Stock Incentive Plan (incorporated herein by reference to Appendix B to HCP's Proxy Statement (File No. 1 08895), filed March 21, 1997).*
10.2.1   First Amendment to Second Amended and Restated Stock Incentive Plan, effective as of November 3, 1999 (incorporated herein by reference to Exhibit 10.3 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended September 30, 1999).*
10.3   Amended and Restated 2000 Stock Incentive Plan, effective as of May 7, 2003 (incorporated herein by reference to Annex A to HCP's Proxy Statement (File No. 1-08895) for the Annual Meeting of Stockholders held on May 7, 2003).*
10.3.1   First Amendment to Amended and Restated 2000 Stock Incentive Plan (effective as of May 7, 2003) (incorporated herein by reference to Exhibit 10.1 to HCP's Current Report on Form 8-K (File No. 1-08895), filed February 3, 2005).*
10.3.2   Form of Restricted Stock Agreement for Employees and Consultants, effective as of May 7, 2003, relating to HCP's Amended and Restated 2000 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.30 to HCP's Annual Report on Form 10-K (File No. 1-08895) for the year ended December 31, 2003).*
10.3.3   Form of Restricted Stock Agreement for Directors, effective as of May 7, 2003, relating to HCP's Amended and Restated 2000 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.31 to HCP's Annual Report on Form 10-K (File No. 1-08895) for the year ended December 31, 2003).*
10.3.4   CEO Restricted Stock Unit Agreement, relating to HCP's Amended and Restated 2000 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.29 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended September 30, 2005).*
10.4   Second Amended and Restated Director Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.2 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended September 30, 2009).*
10.5   Amended and Restated Executive Retirement Plan, effective as of May 7, 2003 (incorporated herein by reference to Exhibit 10.34 to HCP's Annual Report on Form 10-K (File No. 1-08895) for the year ended December 31, 2003).*
10.6   2006 Performance Incentive Plan, as amended and restated (incorporated by reference to Annex 2 to HCP's Proxy Statement (File No. 1-08895) for the Annual Meeting of Stockholders held on April 23, 2009).*
10.6.1   Form of CEO 2006 Performance Incentive Plan Performance Restricted Stock Unit Agreement with five-year installment vesting (incorporated herein by reference to Exhibit 10.2 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended March 31, 2009).*
10.6.2   Form of CEO 2006 Performance Incentive Plan Performance Restricted Stock Unit Agreement with three-year cliff vesting (incorporated herein by reference to Exhibit 10.3 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended March 31, 2009).*]
10.6.3   Form of Employee 2006 Performance Incentive Plan Performance Restricted Stock Unit Agreement with five-year installment vesting (incorporated herein by reference to Exhibit 10.4 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended March 31, 2009).*

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10.6.4   Form of Director 2006 Performance Incentive Plan Director Stock Unit Award Agreement with four-year installment vesting (incorporated herein by reference to Exhibit 10.1 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended June 30, 2009).
10.6.5   HCP, Inc. Terms and Conditions Applicable to Restricted Stock Unit Awards Granted Under the 2006 Performance Incentive Plan (incorporated herein by reference to Exhibit 10.3 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended March 31, 2011).*
10.6.6   Form of CEO 2006 Performance Incentive Plan Time-Based Restricted Stock Unit Agreement (incorporated herein by reference to Exhibit 10.4 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended June 30, 2011).*
10.6.7   Form of CEO 2006 Performance Incentive Plan Performance Restricted Stock Unit Agreement with five-year installment vesting (incorporated herein by reference to Exhibit 10.17 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended March 31, 2008).*
10.6.8   Form of CEO 2006 Performance Incentive Plan Performance Restricted Stock Unit Agreement with three-year cliff vesting (incorporated herein by reference to Exhibit 10.18 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended March 31, 2008).*
10.6.9   Form of Employee 2006 Performance Incentive Plan Performance Restricted Stock Unit Agreement with five- year installment vesting (incorporated herein by reference to Exhibit 10.19 to HCP's Annual Report on Form 10-K, as amended (Filed No. 1-08895), for the year ended December 31, 2007).*
10.6.10   Form of Employee 2006 Performance Incentive Plan Nonqualified Stock Option Agreement with five-year installment vesting (incorporated herein by reference to Exhibit 10.37 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended June 30, 2006).*
10.6.11   Form of Non-Employee Director 2006 Performance Incentive Plan Restricted Stock Award Agreement with five- year installment vesting, (incorporated herein by reference to Exhibit 10.38 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended June 30, 2006).*
10.6.12   Form of Non-Employee Directors 2006 Performance Incentive Plan Stock-For-Fees Program (incorporated herein by reference to Exhibit 10.1 to HCP's Current Report on Form 8-K (File No. 1-08895), filed August 2, 2006).*
10.6.13   Amended and Restated Stock Unit Award Agreement Granted Under 2006 Performance Incentive Plan, dated April 24, 2008, by and between HCP and James F. Flaherty III (incorporated herein by reference to Exhibit 10.25 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended March 31, 2008).*
10.6.14   Form of CEO 2006 Performance Incentive Plan Performance-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.2 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended March 31, 2012).*
10.6.15   Form of CEO 2006 Performance Incentive Plan Time-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.3 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended March 31, 2012).*
10.6.16   Form of Employee 2006 Performance Incentive Plan Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.4 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended March 31, 2012).*

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10.6.17   Form of Employee 2006 Performance Incentive Plan Performance-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.5 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended March 31, 2012).*
10.6.18   Form of Employee 2006 Performance Incentive Plan Time-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.6 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended March 31, 2012).*
10.7   Change in Control Severance Plan (incorporated herein by reference to Exhibit 10.2 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended September 30, 2012).*
10.8   Executive Bonus Program (incorporated herein by reference to HCP's Current Report on Form 8-K (File No. 1-08895), filed January 31, 2008.*
10.9   Amended and Restated Dividend Reinvestment and Stock Purchase Plan, amended as of July 25, 2012 (incorporated by reference to HCP's Registration Statement on Form S-3 (Registration No. 333-182824), dated July 24, 2012 and as supplemented on July 25, 2012.
10.10   Form of directors and officers Indemnification Agreement (incorporated herein by reference to Exhibit 10.21 to HCP's Annual Report on Form 10-K, as amended (File No. 1-08895) for the year ended December 31, 2007).*
10.11   Letter Agreement, dated as of June 2, 2009, by and between HCP and Scott A. Anderson (incorporated herein by reference to Exhibit 10.3 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended June 30, 2009).*
10.12   Letter Agreement, dated July 7, 2010, by and between HCP and Kendall Young. (incorporated herein by reference to Exhibit 10.1 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended September 30, 2010).*
10.13   Amended and Restated Employment Agreement, dated as of April 24, 2008, by and between HCP and James F. Flaherty III (incorporated herein by reference to Exhibit 10.11 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended March 31, 2008).*
10.14   Employment Agreement, dated as of January 26, 2012, by and between HCP and Paul F. Gallagher (incorporated herein by reference to Exhibit 10.1 to HCP's Current Report on Form 8-K (File 1-08895), filed February 1, 2012).*
10.15   Employment Agreement, dated as of January 26, 2012, by and between HCP and Timothy M. Schoen (incorporated herein by reference to Exhibit 10.2 to HCP's Current Report on Form 8-K (File 1-08895), filed February 1, 2012).*
10.16   Employment Agreement, dated October 25, 2012, by and between HCP, Inc. and James W. Mercer (incorporated herein by reference to Exhibit 10.1 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended September 30, 2012).*
10.17   Amended and Restated Limited Liability Company Agreement of HCPI/Utah, LLC, dated as of January 20, 1999 (incorporated herein by reference to Exhibit 10.16 to HCP's Annual Report on Form 10-K (File No. 1-08895) for the year ended December 31, 1998).
10.18   Amended and Restated Limited Liability Company Agreement of HCPI/Utah II, LLC, dated as of August 17, 2001, as amended (incorporated herein by reference to Exhibit 10.1 to HCP's Current Report on Form 8-K (File No. 1-08895), filed November 9, 2012).
10.19   Amended and Restated Limited Liability Company Agreement of HCPI/Tennessee, LLC, dated as of October 2, 2003 (incorporated herein by reference to Exhibit 10.28 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended September 30, 2003).

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10.19.1   Amendment No. 1 to Amended and Restated Limited Liability Company Agreement of HCPI/Tennessee, LLC, dated as of September 29, 2004 (incorporated herein by reference to Exhibit 10.37 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended September 30, 2004).
10.19.2   Amendment No. 2 to Amended and Restated Limited Liability Company Agreement of HCPI/Tennessee, LLC, dated as of October 29, 2004 (incorporated herein by reference to Exhibit 10.43 to HCP's Annual Report on Form 10-K (File No. 1-08895) for the year ended December 31, 2004).
10.19.3   Amendment No. 3 to Amended and Restated Limited Liability Company Agreement of HCPI/Tennessee, LLC and New Member Joinder Agreement, dated as of October 19, 2005, by and among HCP, HCPI/Tennessee, LLC and A. Daniel Weyland (incorporated herein by reference to Exhibit 10.14.3 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended September 30, 2005).
10.19.4   Amendment No. 4 to Amended and Restated Limited Liability Company Agreement of HCPI/Tennessee, LLC, effective as of January 1, 2007 (incorporated herein by reference to Exhibit 10.12.4 to HCP's Annual Report on Form 10-K, as amended (File No. 1-08895), for the year ended December 31, 2007).
10.20   Amended and Restated Limited Liability Company Agreement of HC PDR MCD, LLC, dated as of February 9, 2007 (incorporated herein by reference to Exhibit 10.1 to HCP's Current Report on Form 8-K (File No. 1-08895), filed April 20, 2012).
10.21   Stockholders Agreement, dated as of December 13, 2010, among HCP, Inc., HCR ManorCare, Inc. and certain stockholders of HCR ManorCare, Inc. (incorporated herein by reference to Exhibit 10.1 to HCP's Current Report on Form 8-K (File No. 1-08895), filed December 14, 2010).
10.22   Form of Mezzanine Loan Agreement defining HCP's rights and obligations in connection with its HCR ManorCare investment (incorporated herein by reference to Exhibit 10.3 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended June 30, 2010).
10.23   Form of Intercreditor Agreement defining HCP's rights and obligations in connection with its HCR ManorCare investment (incorporated herein by reference to Exhibit 10.4 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended June 30, 2010).
10.24   Form of Cash Management Agreement defining HCP's rights and obligations in connection with its HCR ManorCare investment (incorporated herein by reference to Exhibit 10.5 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended June 30, 2010).
10.25   Form of Pledge and Security Agreement defining HCP's rights and obligations in connection with its HCR ManorCare investment (incorporated herein by reference to Exhibit 10.6 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended June 30, 2010).
10.26   Form of Promissory Note defining HCP's rights and obligations in connection with its HCR ManorCare investment (incorporated herein by reference to Exhibit 10.34 to HCP's Annual Report on Form 10-K, as amended (File No. 1-08895), for the year ended December 31, 2007).
10.27   Form of Guaranty Agreement defining HCP's rights and obligations in connection with its HCR ManorCare investment (incorporated herein by reference to Exhibit 10.35 to HCP's Annual Report on Form 10-K, as amended (File No. 1-08895), for the year ended December 31, 2007).

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10.28   Form of Assignment and Assumption Agreement entered into in connection with HCP's Manor Care investment (incorporated herein by reference to Exhibit 10.36 to HCP's Annual Report on Form 10-K, as amended (File No. 1-08895), for the year ended December 31, 2007).
10.29   Form of Omnibus Assignment entered into in connection with HCP's HCR ManorCare investment (incorporated herein by reference to Exhibit 10.7 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended June 30, 2010).
10.30   Cross-Collateralization, Cross-Contribution and Cross-Default Agreement, dated as of July 20, 2000, by and between HCP Medical Office Buildings II, LLC and Texas HCP Medical Office Buildings, L.P., for the benefit of First Union National Bank (incorporated herein by reference to Exhibit 10.21 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended September 30, 2000).
10.31   Cross-Collateralization, Cross-Contribution and Cross-Default Agreement, dated as of August 31, 2000, by and between HCP Medical Office Buildings I, LLC and Meadowdome, LLC, for the benefit of First Union National Bank (incorporated herein by reference to Exhibit 10.22 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended September 30, 2000).
10.32   Credit Agreement, dated March 11, 2011, by and among the Company, as borrower, the lenders referred to therein, and Bank of America, N.A., as administrative agent (incorporated herein by reference to Exhibit 10.1 to HCP's Current Report on Form 8-K (File No. 1-08895), filed March 15, 2011).
10.32.1   Amendment No. 1 to Credit Agreement, dated March 27, 2012, by and among the Company, as borrower, the lenders referred to therein and Bank of America, N.A., as administrative agent (incorporated herein by reference to Exhibit 10.1 to HCP's Current Report on Form 8-K (File No. 1-08895), filed March 29, 2012).
10.33   Master Lease and Security Agreement, dated as of April 7, 2011, by and between the parties set forth on Exhibit A-1, Exhibit A-2, Exhibit A-3 and Exhibit A-4 attached thereto and HCR III Healthcare, LLC (incorporated herein by reference to Exhibit 10.1 to HCP's Current Report on Form 8-K (File No. 1-08895), filed July 12, 2011).†
10.33.1   First Amendment to Master Lease and Security Agreement, dated as of April 7, 2011, by and among the parties signatory thereto and HCR III Healthcare, LLC (incorporated herein by reference to Exhibit 10.59.1 to HCP's Annual Report on Form 10-K (File No. 1-08895) for the year ended December 31, 2011).
10.33.2   Second Amendment to Master Lease and Security Agreement, dated as of May 16, 2011, by and among the parties signatory thereto and HCR III Healthcare, LLC (incorporated herein by reference to Exhibit 10.59.2 to HCP's Annual Report on Form 10-K (File No. 1-08895) for the year ended December 31, 2011).
10.33.3   Third Amendment to Master Lease and Security Agreement, dated as of January 10, 2012, by and among the parties signatory thereto and HCR III Healthcare, LLC (incorporated herein by reference to Exhibit 10.59.3 to HCP's Annual Report on Form 10-K (File No. 1-08895) for the year ended December 31, 2011).
10.33.4   Fourth Amendment to Master Lease and Security Agreement, dated as of April 18, 2012, by and among the parties signatory thereto and HCR III Healthcare, LLC (incorporated herein by reference to Exhibit 10.1 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended March 31, 2012).

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10.33.5   Fifth Amendment to Master Lease and Security Agreement, dated as of May 4, 2012, by and among the parties signatory thereto and HCR III Healthcare, LLC (incorporated herein by reference to Exhibit 10.1 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended June 30, 2012).
10.33.6   Sixth Amendment to Master Lease and Security Agreement, dated as of May 30, 2012, by and among the parties signatory thereto and HCR III Healthcare, LLC (incorporated herein by reference to Exhibit 10.2 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended June 30, 2012).
10.40   Master Lease and Security Agreement, dated as of October 31, 2012, by and between HCPI Trust, HCP Senior Housing Properties Trust, HCP SH ELP1 Properties, LLC, HCP SH ELP2 Properties, LLC, HCP SH ELP3 Properties, LLC, HCP SH Lassen House, LLC, HCP SH Mountain Laurel, LLC, HCP SH Mountain View, LLC, HCP SH Oakridge, LLC, HCP SH River Valley Landing, LLC and HCP SH Sellwood Landing, LLC, as lessor, and Emeritus Corporation, as lessee.**†
10.40.1   First Amendment to Master Lease and Security Agreement, dated as of December 4, 2012, by and between HCPI Trust, HCP Senior Housing Properties Trust, HCP SH ELP1 Properties, LLC, HCP SH ELP2 Properties,  LLC, HCP SH ELP3 Properties, LLC, HCP SH Lassen House, LLC, HCP SH Mountain Laurel, LLC, HCP SH Mountain View, LLC, HCP SH Oakridge, LLC, HCP SH River Valley Landing, LLC and HCP SH Sellwood Landing, LLC, as lessor, and Emeritus Corporation, as lessee.**†
21.1   Subsidiaries of the Company.
23.1   Consent of Independent Registered Public Accounting Firm—Deloitte & Touche LLP.
31.1   Certification by James F. Flaherty III, HCP's Principal Executive Officer, Pursuant to Securities Exchange Act Rule 13a-14(a).
31.2   Certification by Timothy M. Schoen, HCP's Principal Financial Officer, Pursuant to Securities Exchange Act Rule 13a-14(a).
32.1   Certification by James F. Flaherty III, HCP's Principal Executive Officer, Pursuant to Securities Exchange Act Rule 13a-14(b) and 18 U.S.C. Section 1350.
32.2   Certification by Timothy M. Schoen, HCP's Principal Financial Officer, Pursuant to Securities Exchange Act Rule 13a-14(b) and 18 U.S.C. Section 1350.
101.INS   XBRL Instance Document.**
101.SCH   XBRL Taxonomy Extension Schema Document.**
101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document.**
101.DEF   XBRL Taxonomy Extension Definition Linkbase Document.**
101.LAB   XBRL Taxonomy Extension Labels Linkbase Document.**
101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document.**

*
Management Contract or Compensatory Plan or Arrangement

**
Furnished herewith.

Portions of this exhibit have been omitted pursuant to a request for confidential treatment with the SEC.

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SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: February 12, 2013

    HCP, Inc. (Registrant)

 

 

/s/ JAMES F. FLAHERTY III

James F. Flaherty III,
Chairman and Chief Executive Officer
(Principal Executive Officer)

        Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 
/s/ JAMES F. FLAHERTY III

James F. Flaherty III
  Chairman and Chief Executive Officer
(Principal Executive Officer)
  February 12, 2013

/s/ TIMOTHY M. SCHOEN

Timothy M. Schoen

 

Executive Vice President and Chief
Financial Officer (Principal Financial
Officer)

 

February 12, 2013

/s/ SCOTT A. ANDERSON

Scott A. Anderson

 

Senior Vice President — Chief
Accounting Officer (Principal Accounting
Officer)

 

February 12, 2013

/s/ CHRISTINE N. GARVEY

Christine N. Garvey

 

Director

 

February 12, 2013

/s/ DAVID B. HENRY

David B. Henry

 

Director

 

February 12, 2013

/s/ LAURALEE E. MARTIN

Lauralee E. Martin

 

Director

 

February 12, 2013

/s/ MICHAEL D. MCKEE

Michael D. McKee

 

Director

 

February 12, 2013

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Signature
 
Title
 
Date

 

 

 

 

 
/s/ PETER L. RHEIN

Peter L. Rhein
  Director   February 12, 2013

/s/ KENNETH B. ROATH

Kenneth B. Roath

 

Director

 

February 12, 2013

/s/ JOSEPH P. SULLIVAN

Joseph P. Sullivan

 

Director

 

February 12, 2013

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 
  Page

Report of Independent Registered Public Accounting Firm

  F-2

Consolidated Balance Sheets

  F-3

Consolidated Statements of Income

  F-4

Consolidated Statements of Comprehensive Income

  F-5

Consolidated Statements of Equity

  F-6

Consolidated Statements of Cash Flows

  F-7

Notes to Consolidated Financial Statements

  F-8

Schedule II: Valuation and Qualifying Accounts

  F-59

Schedule III: Real Estate and Accumulated Depreciation

  F-60

F-1


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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of HCP, Inc.
Long Beach, California

        We have audited the accompanying consolidated balance sheets of HCP, Inc. and subsidiaries (the "Company") as of December 31, 2012 and 2011, and the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2012. Our audits also included the financial statement schedules listed in the Index at Item 15. These financial statements and financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of HCP, Inc. and subsidiaries as of December 31, 2012 and 2011, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2012, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

        As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of presentation for comprehensive income due to the adoption of Accounting Standards Update No. 2011-05, Presentation of Comprehensive Income.

        We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of December 31, 2012, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 12, 2013 expressed an unqualified opinion on the Company's internal control over financial reporting.

    /s/ DELOITTE & TOUCHE LLP

Los Angeles, California
February 12, 2013

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HCP, Inc.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

 
  December 31,  
 
  2012   2011  

ASSETS

             

Real estate:

             

Buildings and improvements

  $ 10,537,484   $ 8,816,551  

Development costs and construction in progress

    236,864     190,590  

Land

    1,850,397     1,722,948  

Accumulated depreciation and amortization

    (1,739,718 )   (1,449,579 )
           

Net real estate

    10,885,027     9,280,510  
           

Net investment in direct financing leases

    6,881,393     6,727,777  

Loans receivable, net

    276,030     110,253  

Investments in and advances to unconsolidated joint ventures

    212,213     224,052  

Accounts receivable, net of allowance of $1,668 and $1,341, respectively

    34,150     26,681  

Cash and cash equivalents

    247,673     33,506  

Restricted cash

    37,848     41,553  

Intangible assets, net

    552,701     372,390  

Assets held for sale, net

        106,295  

Other assets, net

    788,520     485,458  
           

Total assets(1)

  $ 19,915,555   $ 17,408,475  
           

LIABILITIES AND EQUITY

             

Bank line of credit

  $   $ 454,000  

Term loan

    222,694      

Senior unsecured notes

    6,712,624     5,416,063  

Mortgage debt

    1,676,544     1,715,039  

Mortgage debt and intangible liabilities on assets held for sale, net

        55,897  

Other debt

    81,958     87,985  

Intangible liabilities, net

    105,909     117,777  

Accounts payable and accrued liabilities

    293,994     275,478  

Deferred revenue

    68,055     65,614  
           

Total liabilities(2)

    9,161,778     8,187,853  
           

Commitments and contingencies

             

Preferred stock, $1.00 par value: aggregate liquidation preference of $295.5 million as of December 31, 2011

   
   
285,173
 

Common stock, $1.00 par value: 750,000,000 shares authorized; 453,191,321 and 408,629,444 shares issued and outstanding, respectively

    453,191     408,629  

Additional paid-in capital

    11,180,066     9,383,536  

Cumulative dividends in excess of earnings

    (1,067,367 )   (1,024,274 )

Accumulated other comprehensive loss

    (14,653 )   (19,582 )
           

Total stockholders' equity

    10,551,237     9,033,482  

Joint venture partners

   
14,752
   
16,971
 

Non-managing member unitholders

    187,788     170,169  
           

Total noncontrolling interests

    202,540     187,140  
           

Total equity

    10,753,777     9,220,622  
           

Total liabilities and equity

  $ 19,915,555   $ 17,408,475  
           

(1)
The Company's consolidated total assets at December 31, 2012, include assets of certain variable interest entities ("VIEs") that can only be used to settle the liabilities of those VIEs as follows: accounts receivable, net, $1.7 million; cash and cash equivalents, $9.6 million; and other assets, net, $1.8 million. See Note 21 for additional details.

(2)
The Company's consolidated total liabilities at December 31, 2012, include liabilities of certain VIEs for which the VIE creditors do not have recourse to HCP, Inc. as follows: other debt, $0.2 million; accounts payable and accrued liabilities, $14.4 million; and deferred revenue, $1.7 million. See Note 21 for additional details.

See accompanying Notes to Consolidated Financial Statements.

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HCP, Inc.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

 
  Year Ended December 31,  
 
  2012   2011   2010  

Revenues:

                   

Rental and related revenues

  $ 1,013,815   $ 1,002,578   $ 904,332  

Tenant recoveries

    94,658     92,258     89,011  

Resident fees and services

    143,745     50,619     32,596  

Income from direct financing leases

    622,073     464,704     49,438  

Interest income

    24,536     99,864     160,163  

Investment management fee income

    1,895     2,073     4,666  
               

Total revenues

    1,900,722     1,712,096     1,240,206  
               

Costs and expenses:

                   

Interest expense

    417,130     416,396     285,508  

Depreciation and amortization

    358,245     349,922     306,934  

Operating

    283,998     220,151     210,158  

General and administrative

    79,454     96,121     83,019  

Litigation settlement and provision

        125,000      

Impairments (recoveries)

    7,878     15,400     (11,900 )
               

Total costs and expenses

    1,146,705     1,222,990     873,719  
               

Other income, net

    2,776     12,732     16,194  
               

Income before income taxes and equity income from and impairments of investments in unconsolidated joint ventures

    756,793     501,838     382,681  

Income taxes

    1,636     (1,250 )   (412 )

Equity income from unconsolidated joint ventures

    54,455     46,750     4,770  

Impairments of investments in unconsolidated joint ventures

            (71,693 )
               

Income from continuing operations

    812,884     547,338     315,346  
               

Discontinued operations:

                   

Income before gain on sales of real estate

    2,504     4,049     9,124  

Gain on sales of real estate

    31,454     3,107     19,925  
               

Total discontinued operations

    33,958     7,156     29,049  
               

Net income

    846,842     554,494     344,395  

Noncontrolling interests' share in earnings

    (14,302 )   (15,603 )   (13,686 )
               

Net income attributable to HCP, Inc

    832,540     538,891     330,709  

Preferred stock dividends

    (17,006 )   (21,130 )   (21,130 )

Participating securities' share in earnings

    (3,245 )   (2,459 )   (2,081 )
               

Net income applicable to common shares

  $ 812,289   $ 515,302   $ 307,498  
               

Basic earnings per common share:

                   

Continuing operations

  $ 1.83   $ 1.28   $ 0.91  

Discontinued operations

    0.07     0.01     0.10  
               

Net income applicable to common shares

  $ 1.90   $ 1.29   $ 1.01  
               

Diluted earnings per common share:

                   

Continuing operations

  $ 1.83   $ 1.28   $ 0.91  

Discontinued operations

    0.07     0.01     0.09  
               

Net income applicable to common shares

  $ 1.90   $ 1.29   $ 1.00  
               

Weighted average shares used to calculate earnings per common share:

                   

Basic

    427,047     398,446     305,574  
               

Diluted

    428,316     400,218     306,900  
               

See accompanying Notes to Consolidated Financial Statements.

F-4


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HCP, Inc.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

 
  Year Ended December 31,  
 
  2012   2011   2010  

Net income

  $ 846,842   $ 554,494   $ 344,395  

Other comprehensive income (loss):

                   

Change in net unrealized gains (losses) on securities:

                   

Unrealized gains (losses)

    7,776     (5,396 )   937  

Reclassification adjustment realized in net income

        5,396     (12,742 )

Change in net unrealized gains (losses) on cash flow hedges:

                   

Unrealized losses

    (3,127 )   (4,367 )   (996 )

Reclassification adjustment realized in net income

    387     (1,033 )   1,453  

Change in Supplemental Executive Retirement Plan obligation

    (356 )   (495 )   43  

Foreign currency translation adjustment

    249     (450 )   202  
               

Total other comprehensive income (loss)

    4,929     (6,345 )   (11,103 )
               

Total comprehensive income

    851,771     548,149     333,292  

Total comprehensive income attributable to noncontrolling interests

    (14,302 )   (15,603 )   (13,686 )
               

Total comprehensive income attributable to HCP, Inc. 

  $ 837,469   $ 532,546   $ 319,606  
               

See accompanying Notes to Consolidated Financial Statements.

F-5


Table of Contents

HCP, Inc.

CONSOLIDATED STATEMENTS OF EQUITY

(In thousands, except per share data)

 
  Preferred Stock   Common Stock    
  Cumulative
Dividends
In Excess
Of Earnings
  Accumulated
Other
Comprehensive
Income (Loss)
   
   
   
 
 
  Additional
Paid-In
Capital
  Total
Stockholders'
Equity
  Noncontrolling
Interests
  Total
Equity
 
 
  Shares   Amount   Shares   Amount  

January 1, 2010

    11,820   $ 285,173     293,548   $ 293,548   $ 5,719,400   $ (515,450 ) $ (2,134 ) $ 5,780,537   $ 178,072   $ 5,958,609  

Net income

                        330,709         330,709     13,686     344,395  

Other comprehensive losses

                            (11,103 )   (11,103 )       (11,103 )

Issuance of common stock, net

            77,278     77,278     2,353,967             2,431,245     (6,135 )   2,425,110  

Repurchase of common stock

            (154 )   (154 )   (4,373 )           (4,527 )       (4,527 )

Exercise of stock options

            253     253     6,064             6,317         6,317  

Amortization of deferred compensation

                    14,924             14,924         14,924  

Preferred dividends

                        (21,130 )       (21,130 )       (21,130 )

Common dividends ($1.86 per share)

                        (569,605 )       (569,605 )       (569,605 )

Distributions to noncontrolling interests

                                    (16,049 )   (16,049 )

Noncontrolling interests in acquisitions

                                    10,002     10,002  

Issuance of noncontrolling interests

                                    8,395     8,395  

Other

                                    709     709  
                                           

December 31, 2010

    11,820     285,173     370,925     370,925     8,089,982     (775,476 )   (13,237 )   7,957,367     188,680     8,146,047  

Net income

                        538,891         538,891     15,603     554,494  

Other comprehensive losses

                            (6,345 )   (6,345 )       (6,345 )

Issuance of common stock, net

            36,683     36,683     1,268,781             1,305,464     (3,456 )   1,302,008  

Repurchase of common stock

            (136 )   (136 )   (4,855 )           (4,991 )       (4,991 )

Exercise of stock options

            1,157     1,157     29,639             30,796         30,796  

Amortization of deferred compensation

                    20,034             20,034         20,034  

Preferred dividends

                        (21,130 )       (21,130 )       (21,130 )

Common dividends ($1.92 per share)

                        (766,559 )       (766,559 )       (766,559 )

Distributions to noncontrolling interests

                                    (15,156 )   (15,156 )

Noncontrolling interests in acquisitions

                                    1,500     1,500  

Issuance of noncontrolling interests

                                    14,028     14,028  

Purchase of noncontrolling interests

                    (20,045 )           (20,045 )   (14,059 )   (34,104 )
                                           

December 31, 2011

    11,820   $ 285,173     408,629     408,629     9,383,536     (1,024,274 )   (19,582 )   9,033,482     187,140     9,220,622  

Net income

                        832,540         832,540     14,302     846,842  

Other comprehensive income

                            4,929     4,929         4,929  

Preferred stock redemption

    (11,820 )   (285,173 )               (10,327 )       (295,500 )       (295,500 )

Issuance of common stock, net

            42,468     42,468     1,739,357             1,781,825     (25,029 )   1,756,796  

Repurchase of common stock

            (361 )   (361 )   (15,271 )           (15,632 )       (15,632 )

Exercise of stock options

            2,455     2,455     49,167             51,622         51,622  

Amortization of deferred compensation

                    23,277             23,277         23,277  

Preferred dividends

                        (6,679 )       (6,679 )       (6,679 )

Common dividends ($2.00 per share)

                        (858,627 )       (858,627 )       (858,627 )

Distributions to noncontrolling interests

                                    (15,631 )   (15,631 )

Noncontrolling interests in acquisitions

                                    42,734     42,734  

Issuance of noncontrolling interests

                                    1,584     1,584  

Purchase of noncontrolling interests

                                    (2,560 )   (2,560 )
                                           

December 31, 2012

      $     453,191   $ 453,191   $ 11,180,066   $ (1,067,367 ) $ (14,653 ) $ 10,551,237   $ 202,540   $ 10,753,777  
                                           

See accompanying Notes to Consolidated Financial Statements.

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HCP, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 
  Year Ended December 31,  
 
  2012   2011   2010  

Cash flows from operating activities:

                   

Net income

  $ 846,842   $ 554,494   $ 344,395  

Adjustments to reconcile net income to net cash provided by operating activities:

                   

Depreciation and amortization of real estate, in-place lease and other intangibles:

                   

Continuing operations

    358,245     349,922     306,934  

Discontinued operations

    8,267     7,473     6,513  

Amortization of above and below market lease intangibles, net

    (2,232 )   (4,510 )   (6,378 )

Amortization of deferred compensation

    23,277     20,034     14,924  

Amortization of deferred financing costs, net

    16,501     25,769     9,856  

Straight-line rents

    (47,311 )   (59,173 )   (47,243 )

Loan and direct financing lease interest accretion

    (95,444 )   (93,003 )   (69,645 )

Deferred rental revenues

    (1,655 )   (2,319 )   (3,984 )

Equity income from unconsolidated joint ventures

    (54,455 )   (46,750 )   (4,770 )

Distributions of earnings from unconsolidated joint ventures

    3,384     3,273     5,373  

Gain upon consolidation of joint venture

        (7,769 )    

Marketable securities (gains) losses, net

        5,396     (14,597 )

Gain upon settlement of loans receivable

        (22,812 )    

Gain on sales of real estate

    (31,454 )   (3,107 )   (19,925 )

Derivative (gains) losses, net

    43     (1,226 )   1,302  

Impairments, net of recoveries

    7,878     15,400     59,793  

Changes in:

                   

Accounts receivable, net

    (7,469 )   2,590     9,222  

Other assets

    (3,814 )   27,582     (6,341 )

Accounts payable and other accrued liabilities

    14,267     (47,103 )   (4,931 )
               

Net cash provided by operating activities

    1,034,870     724,161     580,498  
               

Cash flows from investing activities:

                   

Cash used in the senior housing portfolio acquisition

    (1,701,410 )        

Other acquisitions

    (186,478 )   (113,324 )   (212,005 )

Cash used in the HCR ManorCare Acquisition, net of cash acquired

        (4,026,556 )    

Cash used in the HCP Ventures II purchase, net of cash acquired

        (135,550 )    

Development of real estate

    (133,596 )   (85,061 )   (92,842 )

Leasing costs and tenant and capital improvements

    (61,440 )   (52,903 )   (97,930 )

Proceeds from sales of real estate, net

    150,943     19,183     32,284  

Purchase of an interest in and contributions to unconsolidated joint ventures

        (95,000 )   (6,565 )

Distributions in excess of earnings from unconsolidated joint ventures

    2,915     2,408     4,365  

Purchases of marketable securities

    (214,859 )   (22,449 )    

Proceeds from sales of marketable securities

            179,215  

Principal repayments on loans receivable and direct financing leases

    45,046     303,941     63,953  

Investments in loans receivable and direct financing leases, net

    (218,978 )   (369,939 )   (298,085 )

(Increase) decrease in restricted cash

    3,705     (5,234 )   (3,319 )
               

Net cash used in investing activities

    (2,314,152 )   (4,580,484 )   (430,929 )
               

Cash flows from financing activities:

                   

Net borrowings (repayments) under bank line of credit

    (454,000 )   454,000      

Borrowings under term loan

    214,789          

Repayments of term loan

            (200,000 )

Issuance of senior unsecured notes

    1,550,000     2,400,000      

Repayments and repurchases of senior unsecured notes

    (250,000 )   (292,265 )   (206,422 )

Repayments of mortgage and other secured debt

    (155,565 )   (169,783 )   (636,096 )

Deferred financing costs

    (27,565 )   (43,716 )   (11,850 )

Preferred stock redemption

    (295,500 )        

Net proceeds from the issuance of common stock and exercise of options

    1,792,786     1,327,813     2,426,900  

Dividends paid on common and preferred stock

    (865,306 )   (787,689 )   (590,735 )

Issuance of noncontrolling interests

    1,584     14,028     8,395  

Purchase of noncontrolling interests

    (2,143 )   (34,104 )    

Distributions to noncontrolling interests

    (15,631 )   (15,156 )   (15,319 )
               

Net cash provided by financing activities

    1,493,449     2,853,128     774,873  
               

Net increase (decrease) in cash and cash equivalents

    214,167     (1,003,195 )   924,442  

Cash and cash equivalents, beginning of year

    33,506     1,036,701     112,259  
               

Cash and cash equivalents, end of year

  $ 247,673   $ 33,506   $ 1,036,701  
               

See accompanying Notes to Consolidated Financial Statements.

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)   Business

        HCP, Inc., an S&P 500 company, is a Maryland corporation that is organized to qualify as a real estate investment trust ("REIT") which, together with its consolidated entities (collectively, "HCP" or the "Company"), invests primarily in real estate serving the healthcare industry in the United States. The Company acquires, develops, leases, manages and disposes of healthcare real estate and provides financing to healthcare providers.

(2)   Summary of Significant Accounting Policies

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

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

        The Company is required to continually evaluate its VIE relationships and consolidate these entities when it is determined to be the primary beneficiary of their operations. A VIE is broadly defined as an entity where either (i) the equity investors as a group, if any, lack the power through voting or similar rights to direct the activities of an entity that most significantly impact the entity's economic performance or (ii) the equity investment at risk is insufficient to finance that entity's activities without additional subordinated financial support.

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

        For its investments in joint ventures, the Company evaluates the type of ownership rights held by the limited partner(s) that may preclude consolidation in circumstances in which the sole general partner would otherwise consolidate the limited partnership. The assessment of limited partners' rights and their impact on the presumption of control over a limited partnership by the sole general partner should be made when an investor becomes the sole general partner and should be reassessed if (i) there is a change to the terms or in the exercisability of the rights of the limited partners, (ii) the sole general partner increases or decreases its ownership in the limited partnership interests, or (iii) there is an increase or decrease in the number of outstanding limited partnership interests. The Company similarly evaluates the rights of managing members of limited liability companies.

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        The Company recognizes rental revenue when the tenant has taken possession or controls the physical use of the leased asset. If the lease provides for tenant improvements, the Company determines whether the tenant improvements, for accounting purposes, are owned by the tenant or the Company. When the Company is the owner of the tenant improvements, the tenant is not considered to have taken physical possession or have control of the physical use of the leased asset until the tenant improvements are substantially completed. When the tenant is the owner of the tenant improvements, any tenant improvement allowance that is funded by the Company is treated as a lease incentive and amortized as a reduction of revenue over the lease term. Tenant improvement ownership is determined based on various factors including, but not limited to, the following criteria:

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

        Tenant recoveries related to the reimbursement of real estate taxes, insurance, repairs and maintenance, and other operating expenses are recognized as revenue in the period the expenses are incurred. The reimbursements are recognized and presented gross, as the Company is generally the primary obligor and, with respect to purchasing goods and services from third-party suppliers, has discretion in selecting the supplier and bears the associated credit risk.

        For leases with minimum scheduled rent increases, the Company recognizes income on a straight-line basis over the lease term when collectibility is reasonably assured. Recognizing rental income on a straight-line basis for leases results in recognized revenue amounts which differ from those that are contractually due from tenants. If the Company determines that collectibility of straight-line rents is not reasonably assured, the Company limits future recognition to amounts contractually owed and paid, and, when appropriate, establishes an allowance for estimated losses.

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

        The Company maintains an allowance for doubtful accounts, including an allowance for straight-line rent receivables, for estimated losses resulting from tenant defaults or the inability of tenants to make contractual rent and tenant recovery payments. The Company monitors the liquidity and creditworthiness of its tenants and operators on an ongoing basis. This evaluation considers industry and economic conditions, property performance, credit enhancements and other factors. For straight-line rent amounts, the Company's assessment is based on amounts estimated to be recoverable over the term of the lease.

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        The Company uses the direct finance method of accounting to record income from direct financing leases ("DFLs"). For leases accounted for as DFLs, the future minimum lease payments are recorded as a receivable. Unearned income represents the net investment in the DFL, less the sum of minimum lease payments receivable and the estimated residual values of the leased properties. Unearned income is deferred and amortized to income over the lease terms to provide a constant yield when collectibility of the lease payments is reasonably assured. Investments in DFLs are presented net of unamortized and unearned income.

        Loans receivable are classified as held-for-investment based on management's intent and ability to hold the loans for the foreseeable future or to maturity. Loans held-for-investment are carried at amortized cost and are reduced by a valuation allowance for estimated credit losses as necessary. The Company recognizes interest income on loans, including the amortization of discounts and premiums, using the interest method. The interest method is applied on a loan-by-loan basis when collectibility of the future payments is reasonably assured. Premiums and discounts are recognized as yield adjustments over the life of the related loans. Loans are transferred from held-for-investment to held-for-sale when management's intent is to no longer hold the loans for the foreseeable future. Loans held-for-sale are recorded at the lower of cost or fair value.

        The Company receives management fees from its investments in certain joint venture entities for various services it provides as the managing member. Management fees are recorded as revenue when management services have been performed. Intercompany profit for management fees is eliminated.

        The Company recognizes gain on sales of real estate upon the closing of a transaction with the purchaser. Gains on properties sold are recognized using the full accrual method when the collectibility of the sales price is reasonably assured, the Company is not obligated to perform additional activities that may be considered significant, the initial investment from the buyer is sufficient and other profit recognition criteria have been satisfied. Gain on sales of real estate may be deferred in whole or in part until the requirements for gain recognition have been met.

        Allowances are established for loans and DFLs based upon an estimate of probable losses for the individual loans and DFLs deemed to be impaired. Loans and DFLs are impaired when it is deemed probable that the Company will be unable to collect all amounts due in accordance with the contractual terms of the loan or lease. An allowance is based upon the Company's assessment of the borrower's or lessee's overall financial condition; economic resources and payment record; the prospects for support from any financially responsible guarantors; and, if appropriate, the realizable value of any collateral. These estimates consider all available evidence including the expected future cash flows discounted at the loan's or DFL's effective interest rate, fair value of collateral, general economic conditions and trends, historical and industry loss experience, and other relevant factors, as appropriate.

        Loans and DFLs are placed on non-accrual status when management determines that the collectibility of contractual amounts is not reasonably assured. While on non-accrual status, loans or DFLs are either accounted for on a cash basis, in which income is recognized only upon receipt of cash, or on a cost-recovery basis, in which all cash receipts reduce the carrying value of the loan or DFL, based on the Company's expectation of future collectibility.

        The Company's real estate assets, consisting of land, buildings and improvements are recorded at their then fair value at the time of consolidation. The assumed liabilities, acquired tangible assets and identifiable intangibles are also recorded at their then fair value. The Company assesses fair value based on cash flow projections that utilize appropriate discount and/or capitalization rates and available

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

market information. Estimates of future cash flows are based on a number of factors including historical operating results, known and anticipated trends, as well as market and economic conditions. The fair value of tangible assets of an acquired property is based on the value of the property as if it is vacant.

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

        The Company capitalizes direct construction and development costs, including predevelopment costs, interest, property taxes, insurance and other costs directly related and essential to the acquisition, development or construction of a real estate asset. The Company capitalizes construction and development costs while substantive activities are ongoing to prepare an asset for its intended use. The Company considers a construction project as substantially complete and held available for occupancy upon the completion of company owned tenant improvements, but no later than one year from cessation of significant construction activity. Costs incurred after a project is substantially complete and ready for its intended use, or after development activities have ceased, are expensed as incurred. For redevelopment of existing operating properties, the Company capitalizes costs based on the net carrying value of the existing property under redevelopment plus the cost for the construction and improvement incurred in connection with the redevelopment. Costs previously capitalized related to abandoned acquisitions or developments are charged to earnings. Expenditures for repairs and maintenance are expensed as incurred. The Company considers costs incurred in conjunction with re-leasing properties, including tenant improvements and lease commissions, to represent the acquisition of productive assets and, accordingly, such costs are reflected as investing activities in the Company's consolidated statement of cash flows.

        The Company computes depreciation on properties using the straight-line method over the assets' estimated useful life. Depreciation is discontinued when a property is identified as held-for-sale. Buildings and improvements are depreciated over useful lives ranging up to 50 years. Above and below market lease intangibles are amortized primarily to revenue over the remaining noncancellable lease terms and bargain renewal periods, if any. In-place lease intangibles are amortized to expense over the remaining noncancellable lease term and bargain renewal periods, if any.

        The Company assesses the carrying value of real estate assets and related intangibles ("real estate assets"), whenever events or changes in circumstances indicate that the carrying value of such asset or asset group may not be recoverable. The Company tests its real estate assets for impairment by comparing the sum of the expected future undiscounted cash flows to the carrying value of the real estate asset or asset group. If the carrying value exceeds the expected future undiscounted cash flows,

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

an impairment loss will be recognized by adjusting the carrying value of the real estate asset or asset group to its fair value.

        Goodwill is tested for impairment at least annually. If it is determined, based on certain qualitative factors, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company applies the second step of the two-step approach. Potential impairment indicators and qualitative factors include a significant decline in real estate valuations, restructuring plans, current macroeconomic conditions, state of the equity and capital markets or a significant decline in the value of the Company's market capitalization. The second step of the two-step approach requires the fair value of a reporting unit to be allocated to all the assets and liabilities of the reporting unit as if it had been acquired in a business combination at the date of the impairment test. The excess fair value of the reporting unit over the fair value of assets and liabilities is the implied value of goodwill and is used to determine the amount of impairment. The Company selected the fourth quarter of each fiscal year to perform its annual impairment test.

        Certain long-lived assets are classified as held-for-sale and are reported at the lower of their carrying value or their fair value less costs to sell and are no longer depreciated. Discontinued operations is a component of an entity that has either been disposed of or is deemed to be held-for-sale and, (i) the operations and cash flows of the component have been or will be eliminated from ongoing operations as a result of the disposal transaction, and (ii) the entity will not have any significant continuing involvement in the operations of the component after the disposal transaction.

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

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

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

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        Compensation expense for share-based awards granted to employees, including grants of employee stock options, are recognized in the consolidated statements of income based on their grant date fair market value. Compensation expense for awards with graded vesting schedules is generally recognized ratably over the period from the grant date to the date when the award is no longer contingent on the employee providing additional services.

        Cash and cash equivalents consist of cash on hand and short-term investments with maturities of three months or less when purchased.

        Restricted cash primarily consists of amounts held by mortgage lenders to provide for (i) real estate tax expenditures, tenant improvements and capital expenditures, and (ii) security deposits and net proceeds from property sales that were executed as tax-deferred dispositions.

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

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

        The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk-management objectives and strategy for undertaking various hedge transactions. This process includes designating all derivatives that are part of a hedging relationship to specific forecasted transactions as well as recognized obligations or assets in the consolidated balance sheets. The Company also assesses and documents, both at inception of the hedging relationship and on a quarterly basis thereafter, whether the derivatives that are designated in hedging transactions are highly effective in offsetting the designated risks associated with the respective hedged items. If it is determined that a derivative ceases to be highly effective as a hedge, or that it is probable the underlying forecasted transaction will not occur, the Company discontinues hedge accounting prospectively and records the appropriate adjustment to earnings based on the current fair value of the derivative.

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Table of Contents


HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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

        The Company classifies its marketable equity securities as available-for-sale. These securities are carried at their fair value with unrealized gains and losses recognized in stockholders' equity as a component of accumulated other comprehensive income (loss). Gains or losses on securities sold are determined based on the specific identification method. When the Company determines declines in fair value of marketable securities are other-than-temporary, a loss is recognized in earnings.

        The Company classifies its marketable debt securities as held-to-maturity, because the Company has the positive intent and ability to hold the securities to maturity. Held-to-maturity securities are recorded at amortized cost and adjusted for the amortization of premiums and discounts through maturity.

        Costs incurred in connection with the issuance of common shares are recorded as a reduction of additional paid-in capital. Costs incurred in connection with the issuance of preferred shares are recorded as a reduction of the preferred stock amount. Debt issuance costs are deferred, included in other assets and amortized to interest expense over the remaining term of the related debt utilizing the interest method.

        The Company's segments are based on its internal method of reporting which classifies operations by healthcare sector. The Company's business operations include five segments: (i) senior housing, (ii) post-acute/skilled nursing, (iii) life science, (iv) medical office and (v) hospital.

        The Company reports arrangements with noncontrolling interests as a component of equity separate from the parent's equity. The Company accounts for purchases or sales of equity interests that

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

do not result in a change in control as equity transactions. In addition, net income attributable to the noncontrolling interest is included in consolidated net income on the face of the consolidated statements of income and, upon a gain or loss of control, the interest purchased or sold, as well as any interest retained, is recorded at its fair value with any gain or loss recognized in earnings.

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

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

        The Company recognizes the excess of the redemption value of cumulative redeemable preferred stock redeemed over its carrying amount as a charge to earnings.

        Certain of the Company's continuing care retirement communities ("CCRCs") issue non-interest bearing life care bonds payable to certain residents of the CCRCs. Generally, the bonds are refundable to the resident or to the resident's estate upon termination or cancellation of the CCRC agreement or upon the successful resale of the unit. Proceeds from the issuance of new bonds are used to retire existing bonds, and since the maturity of the obligations for the facilities is not determinable, no interest is imputed. These amounts are included in other debt in the Company's consolidated balance sheets.

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

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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

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

        In January 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income ("ASU 2013-02"). The amendments in this update require an entity to provide information about the amounts reclassified from accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the income statement or in the notes, significant amounts reclassified from accumulated other comprehensive income by the net income line item. The Company does not expect the adoption of ASU 2013-02 on January 1, 2013 to have an impact on its consolidated financial position or results of operations.

        In July 2012, the FASB issued ASU No. 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment ("ASU 2012-02"). The amendments in this update provide an entity with the option to make a qualitative assessment about the likelihood that an indefinite-lived intangible asset is impaired to determine whether it should perform a quantitative impairment test. The adoption of ASU 2012-02 on January 1, 2013 did not have an impact on its consolidated financial position or results of operations.

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        In July 2012, the FASB issued ASU No. 2012-01, Continuing Care Retirement Communities—Refundable Advance Fees ("ASU 2012-01"). This update clarifies the situations in which recognition of deferred revenue for refundable advance fees is appropriate. The Company does not expect the adoption of ASU 2012-01 on January 1, 2013 to have a material impact on its consolidated financial position or results of operations.

        In June 2011, the FASB issued ASU No. 2011-05, Presentation of Comprehensive Income ("ASU 2011-05"). The amendments require that all non-owner changes in stockholders' equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In the two-statement approach, the first statement should present total net income and its components followed consecutively by a second statement that should present total other comprehensive income, the components of other comprehensive income and the total of comprehensive income. In December 2011, the FASB deferred portions of this update in its issuance of Accounting Standards Update No. 2011-12 (see discussion above). The Company has elected the two-statement approach and the required financial statements are presented herein.

        In May 2011, the FASB issued ASU No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs ("ASU 2011-04"). The amendments in this update result in additional fair value measurement and disclosure requirements within U.S. GAAP and International Financial Reporting Standards. The amendments update the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. The adoption of ASU 2011-04 on January 1, 2012 did not have an impact on the Company's consolidated financial position or results of operations.

        Certain amounts in the Company's consolidated financial statements for prior periods have been reclassified to conform to the current period presentation. Assets sold or held-for-sale and associated liabilities have been reclassified on the consolidated balance sheets and operating results reclassified from continuing to discontinued operations.

(3)   HCR ManorCare Acquisition

        On April 7, 2011, the Company completed its acquisition of substantially all of the real estate assets of HCR ManorCare, Inc. ("HCR ManorCare"), for a purchase price of $6.0 billion (the "HCR ManorCare Acquisition"). The purchase price consisted of the following: (i) $4 billion in cash consideration; and (ii) $2 billion representing the fair value of the Company's HCR ManorCare debt investments that were settled as part of this acquisition. Through this transaction, the Company acquired 334 HCR ManorCare post-acute, skilled nursing and assisted living facilities. The facilities are located in 30 states, with the highest concentrations in Ohio, Pennsylvania, Florida, Illinois and Michigan. A wholly-owned subsidiary of HCR ManorCare operates the assets pursuant to a long-term triple-net master lease agreement supported by a guaranty from HCR ManorCare. Additionally, the Company exercised its option to purchase an ownership interest of HCR ManorCare for $95 million that represented a 9.9% equity interest at closing.

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        The HCR ManorCare Acquisition total purchase price is as follows (in thousands):

 
  April 7, 2011  

Payment of aggregate cash consideration, net of cash acquired

  $ 3,801,624  

HCP's loan investments in HCR ManorCare's debt settled at fair value(1)

    1,990,406  

Assumed HCR ManorCare accrued liabilities at fair value(2)

    224,932  
       

Total purchase consideration

  $ 6,016,962  
       

Legal, accounting and other fees and costs(3)

  $ 26,839  
       

(1)
The Company recognized a gain of approximately $23 million, included in interest income, which represents the fair value of the Company's existing mezzanine and mortgage loan investments in HCR ManorCare in excess of its carrying value on the acquisition date.

(2)
In August 2011, the Company paid or refunded these amounts to certain taxing authorities or the seller. These August 2011 cash payments are included in the "cash used in the HCR ManorCare Acquisition, net of cash acquired" that is presented in the 2011 consolidated statement of cash flows under investing activities.

(3)
Represents estimated fees and costs of $15.5 million and $11.3 million that were expensed and included in general and administrative expense and interest expense, respectively. These charges are directly attributable to the transaction and represent non-recurring costs.

        The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date of April 7, 2011 (in thousands):

Assets acquired

       

Net investments in direct financing leases

  $ 6,002,074  

Cash and cash equivalents

    6,996  

Intangible assets

    14,888  
       

Total assets acquired

    6,023,958  
       

Total liabilities assumed

    224,932  
       

Net assets acquired

  $ 5,799,026  
       

        In connection with the HCR ManorCare Acquisition, the Company entered into a credit agreement for a 365-day bridge loan facility (from funding to maturity) in an aggregate amount of up to $3.3 billion. In March 2011, the Company terminated this bridge loan facility in accordance with its terms; consequently, the Company incurred a charge of $11.3 million related to the write-off of unamortized loan fees associated with this bridge loan commitment that is included in interest expense.

        The assets and liabilities of the Company's investments related to HCR ManorCare and the related results of operations are included in the consolidated financial statements from the April 7, 2011 acquisition date. From the acquisition date to December 31, 2011, the Company recognized income of $412 million related to its HCR ManorCare DFLs and $45 million related to its share in earnings from its 9.4% equity method investment in HCR ManorCare.

        The following unaudited pro forma consolidated results of operations assume that the HCR ManorCare Acquisition, including the Company's ownership interest in the operations of HCR

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

ManorCare, was completed as of January 1 for each of the periods presented below (in thousands, except per share amounts):

 
  Year Ended December 31,  
 
  2011   2010  

Revenues

  $ 1,807,355   $ 1,690,899  

Net income

    659,514     745,119  

Net income applicable to HCP, Inc. 

    643,911     731,433  

Basic earnings per common share

 
$

1.53
 
$

1.86
 

Diluted earnings per common share

    1.52     1.85  

(4)   Other Real Estate Property Investments

        During the fourth quarter of 2012, the Company acquired 129 senior housing communities for $1.7 billion, from a joint venture between Emeritus Corporation ("Emeritus") and Blackstone Real Estate Partners VI, an affiliate of Blackstone (the "Blackstone JV"). Located in 29 states, the portfolio encompasses 10,077 units representing a diversified care mix of 61% assisted living, 25% independent living, 13% memory care and 1% skilled nursing. Based on operating performance at closing, the 129 communities consist of 95 that are stabilized and 34 that were in lease-up. The transaction closed in two stages: (i) 127 senior housing facilities on October 31, 2012 for $1.68 billion representing 9,842 units; and (ii) two senior housing facilities on December 4, 2012 for $24 million representing 235 units. The Company paid $1.7 billion in cash consideration to acquire: (i) real estate with a fair value of $1.5 billion, (ii) intangible assets with a fair value of $170 million and assumed intangible liabilities with a fair value of $4 million. As of December 31, 2012, the purchase price allocation is preliminary, and the final purchase price allocation will be determined pending the receipt of information necessary to complete the valuation of certain assets and liabilities, which may result in a change from the initial estimate.

        Emeritus operates the communities pursuant to a new triple-net, master lease for the 129 properties (the "Master Lease") guaranteed by Emeritus. The Master Lease provides aggregate contractual rent in the first year of $103.6 million. The contractual rent will increase annually by the greater of the percentage increase in the Consumer Price Index ("CPI") or 3.7% on average over the initial five years, and thereafter by the greater of CPI or 3.0% for the remaining initial lease term. At the beginning of the sixth lease year, rent on the 34 lease-up properties will increase to the greater of the percentage increase in CPI or fair market, subject to a floor of 103% and a cap of 130% of the prior year's rent. From the acquisition dates to December 31, 2012, the Company recognized income of $22 million related to its acquisitions of the 129 senior housing communities.

        The leased properties are grouped into three pools that share comparable characteristics and these leased pools have initial terms of 14 to 16 years. Emeritus has two extension options, which, if exercised, will provide for lease terms of 30 to 35 years.

        Concurrent with the acquisition, Emeritus purchased nine communities from the Blackstone JV, for which the Company provided secured debt financing of $52 million with a four-year term. The loan is secured by the underlying real estate and is prepayable at Emeritus' option. The interest rate on the loan was initially 6.1% and will gradually increase during its four year term to 6.8%.

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        The following unaudited pro forma consolidated results of operations assume that the acquisition of 129 senior housing communities from the Blackstone JV were completed as of January 1 for each of the periods presented below (in thousands, except per share amounts):

 
  Year Ended December 31,  
 
  2012   2011   2010  

Revenues

  $ 1,987,055   $ 1,815,696   $ 1,343,806  

Net income

    870,802     584,361     374,262  

Net income applicable to HCP, Inc. 

    856,500     568,758     360,576  

Basic earnings per common share

 
$

1.88
 
$

1.30
 
$

1.03
 

Diluted earnings per common share

    1.88     1.29     1.03  

        A summary of other acquisitions for the year ended December 31, 2012 follows (in thousands):

 
  Consideration   Assets Acquired  
Acquisitions
  Cash Paid   Debt and Other
Liabilities Assumed
  Noncontrolling
Interest
  Real Estate   Net
Intangibles
 

Senior housing

  $ 3,860   $   $   $ 3,541   $ 319  

Life science

    7,964         86     7,580     470  

Medical office

    171,654     60,597     42,648 (1)   207,561     67,338  

Hospital

    3,000             3,000      
                       

  $ 186,478   $ 60,597   $ 42,734   $ 221,682   $ 68,127  
                       

(1)
Represents non-managing member limited liability company units.

        During the year ended December 31, 2012, the Company incurred an aggregate of $183 million for construction, tenant and other capital improvement projects, primarily in the senior housing, life science and medical office segments.

        A summary of acquisitions for the year ended December 31, 2011 follows (in thousands):

 
  Consideration   Assets Acquired  
Acquisitions
  Cash Paid   Debt
Assumed
  Noncontrolling
Interest
  Real Estate   Net
Intangibles
 

Life science

  $ 84,087   $ 57,869   $   $ 133,210   $ 8,746  

Medical office

    29,743         1,500     26,191     5,052  
                       

  $ 113,830   $ 57,869   $ 1,500   $ 159,401   $ 13,798  
                       

        During the year ended December 31, 2011, the Company incurred an aggregate of $127 million for construction, tenant and other capital improvement projects, primarily in the life science and medical office segments. During the year ended December 31, 2011, two of the Company's life science facilities located in South San Francisco were placed in service representing 88,000 square feet.

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(5)   Dispositions of Real Estate and Discontinued Operations

        During the year ended December 31, 2012, the Company sold the following: (i) two senior housing facilities for $111 million, (ii) a skilled nursing facility for $15 million, (iii) a medical office building for $7 million and (iv) a parcel of land in the life science segment for $18 million. During the year ended December 31, 2011, the Company sold three senior housing facilities for $19 million.

        The following table summarizes operating income from discontinued operations and gain on sales of real estate included in discontinued operations (dollars in thousands):

 
  Year Ended December 31,  
 
  2012   2011   2010  

Rental and related revenues

  $ 13,025   $ 14,877   $ 19,293  
               

Depreciation and amortization expenses

    8,267     7,473     6,513  

Operating expenses

    22     22     263  

Other expense, net

    2,232     3,333     3,393  
               

Income before gain on sales of real estate

  $ 2,504   $ 4,049   $ 9,124  
               

Gain on sales of real estate

  $ 31,454   $ 3,107   $ 19,925  
               

Number of properties held-for-sale

        4     7  

Number of properties sold

    4     3     14  
               

Number of properties included in discontinued operations

    4     7     21  
               

(6)   Net Investment in Direct Financing Leases

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

 
  December 31,  
 
  2012   2011  

Minimum lease payments receivable(1)

  $ 25,217,520   $ 25,744,161  

Estimated residual values

    4,010,514     4,010,514  

Less unearned income

    (22,346,641 )   (23,026,898 )
           

Net investment in direct financing leases

  $ 6,881,393   $ 6,727,777  
           

Properties subject to direct financing leases

    361     361  
           

(1)
The minimum lease payments receivable are primarily attributable to HCR ManorCare ($24 billion). The triple-net lease with HCR ManorCare provides for annual rent of $472.5 million in the first year and $489 million beginning April 1, 2012. The rent increases by 3.5% per year over the next four years and by 3% for the remaining portion of the initial lease term. The properties are grouped into four pools, and HCR ManorCare has a one-time extension option for each pool with rent increased for the first year of the extension option to the greater of fair market rent or a 3% increase over the rent for the prior year. Including the extension options, which the Company determined to be bargain renewal options, the four leased pools had total initial available terms ranging from 23 to 35 years.

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        On April 7, 2011, the Company completed the acquisition of 334 HCR ManorCare properties subject to a single master lease that the Company classified as a DFL. See discussion of the HCR ManorCare Acquisition in Note 3.

        Certain leases contain provisions that allow the tenants to elect to purchase the properties during or at the end of the lease terms for the aggregate initial investment amount plus adjustments, if any, as defined in the lease agreements. Certain leases also permit the Company to require the tenants to purchase the properties at the end of the lease terms.

        Lease payments previously due to the Company relating to three land-only DFLs, along with the land, were subordinate to and served as collateral for first mortgage construction loans entered into by Erickson Retirement Communities and its affiliate entities ("Erickson") to fund development costs related to the properties. On October 19, 2009, Erickson filed for bankruptcy protection, which included a plan of reorganization. In December 2009, the Company concluded that it was appropriate to reduce the carrying value of these assets to a nominal amount. In February 2010, the Company entered into a settlement agreement with Erickson which was subsequently approved by the bankruptcy court. In April 2010, the reorganization was completed, which resulted in the Company (i) retaining deposits held by the Company with balances of $5 million and (ii) receiving an additional $9.6 million. As a result, the Company recognized aggregate income of $11.9 million in impairment recoveries in 2010, which represented the reversal of a portion of the allowances established pursuant to the previous December 2009 impairment charges of $63.1 million related to its investments in the three DFLs and participation interest in the senior construction loan.

        Future minimum lease payments contractually due under direct financing leases at December 31, 2012, were as follows (in thousands):

Year
  Amount  

2013

  $ 551,139  

2014

    563,994  

2015

    583,418  

2016

    603,513  

2017

    622,198  

Thereafter

    22,293,258  
       

  $ 25,217,520  
       

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(7)   Loans Receivable

        The following table summarizes the Company's loans receivable (in thousands):

 
  December 31,  
 
  2012   2011  
 
  Real Estate
Secured
  Other
Secured
  Total   Real Estate
Secured
  Other
Secured
  Total  

Mezzanine

  $   $ 145,150   $ 145,150   $   $ 90,148   $ 90,148  

Other

    147,264         147,264     35,643         35,643  

Unamortized discounts, fees and costs

        (2,974 )   (2,974 )   (1,040 )   (1,088 )   (2,128 )

Allowance for loan losses

        (13,410 )   (13,410 )       (13,410 )   (13,410 )
                           

  $ 147,264   $ 128,766   $ 276,030   $ 34,603   $ 75,650   $ 110,253  
                           

        Following is a summary of loans receivable secured by real estate at December 31, 2012:

Final
Maturity
Date
  Number
of
Loans
  Payment Terms   Principal
Amount
  Carrying
Amount
 
 
   
   
  (in thousands)
 
2013     1   monthly payments of $99,200, accrues interest at 11.5% and secured by three skilled nursing facilities in Michigan   $ 8,492   $ 7,982  

2015

 

 

1

 

monthly interest-only payments beginning in 2013, accrues interest at 8.00% and secured by a hospital in Louisiana

 

 

15,640

 

 

15,640

 

2016

 

 

4

(1)

aggregate monthly interest-only payments of $400,700, accrues interest at 8.25% and secured by four senior housing facilities located in Tennessee, Maryland, Pennsylvania and Texas

 

 

57,350

 

 

59,900

 

2016

 

 

1

 

monthly payments of $273,000, accrues interest at 6.1%, and secured by nine senior housing facilities located in Alabama, Arizona, Minnesota, Maryland, Texas and Wisconsin

 

 

52,000

 

 

52,000

 

2017

 

 

2

(1)

monthly interest-only payments of $71,742, accrues interest at 8.25%, and secured by two senior housing facilities in New Jersey and Pennsylvania

 

 

11,404

 

 

11,742

 
                   
      9       $ 144,886   $ 147,264  
                   

(1)
Represents commitments to fund an aggregate of $119 million for six senior housing development projects.

        At December 31, 2012, future contractual principal payments to be received on loans receivable secured by real estate are $8 million in 2013, $16 million in 2015, $112 million in 2016 and $11 million in 2017. The Company recognized $6 million in interest income related to loans secured by real estate. At December 31, 2012, the Company accrued $3 million of interest receivables related to real estate secured loans.

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        Tandem Health Care Loan.    On July 31, 2012, the Company closed a mezzanine loan facility to lend up to $205 million to Tandem Health Care ("Tandem"), an affiliate of Formation Capital, as part of the recapitalization of a post-acute/skilled nursing portfolio. The Company funded $100 million (the "First Tranche") at closing and has a commitment to fund an additional $105 million (the "Second Tranche") between February 2013 and August 2013. The Second Tranche will be used to repay debt senior to the Company's loan. At closing, the loan was subordinate to $400 million in senior mortgage debt and $137 million in senior mezzanine debt. The loan bears interest at a fixed rate of 12% and 14% per annum for the First and Second Tranche, respectively. The facility has a total term of up to 63 months from the initial closing, is prepayable at the borrower's option and is secured by real estate partnership interests.

        Delphis Operations, L.P. Loan.    The Company holds a secured term loan made to Delphis Operations, L.P. ("Delphis" or the "Borrower") that is collateralized by all of the assets of the Borrower. The Borrower's collateral is comprised primarily of interests in partnerships operating surgical facilities, some of which are on the premises of properties owned by the Company or HCP Ventures IV, LLC, an unconsolidated joint venture of the Company. In December 2009, the Company determined that the loan was impaired. Further, in January 2011 the Company placed the loan on cost-recovery status, whereby accrual of interest income was suspended and any payments received from the Borrower are applied to reduce the recorded investment in the loan.

        As part of a March 2012 agreement (the "2012 Agreement") between Delphis, certain past and current principals of Delphis and the Cirrus Group, LLC (the "Guarantors"), and the Company, the Company agreed, among other things, to allow the distribution of $1.5 million to certain of the Guarantors from funds generated from sales of assets that were pledged as additional collateral for this loan. Further, the Company, as part of the 2012 Agreement, agreed to provide financial incentives to the Borrower regarding the liquidation of the primary collateral assets for this loan.

        Pursuant to the aforementioned 2012 Agreement, the Company received the remaining cash ($4.8 million, after reducing this amount by $0.5 million for related legal expenses) and other consideration ($2.1 million) of $6.9 million from the Guarantors. In addition, during 2012 the Company received $38.1 million in net proceeds from the sales of two of the primary collateral assets, which proceeds, together with the cash payments and other consideration, have been applied to reduce the carrying value of the loan. At December 31, 2012 and 2011, the carrying value of the loan was $30.7 million and $75.7 million, respectively. At December 31, 2012, the Company believes the fair value of the collateral supporting this loan is in excess of its carrying value. During the year ended December 31, 2012 and 2011, the Company received cash payments of $43 million and $2.1 million, respectively.

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        A reconciliation of the Company's allowance for the losses related to the Company's senior secured loan to Delphis follows (in thousands):

 
  Amount  

Balance at January 1, 2011

  $ 3,397  

Additions(1)

    10,013  
       

Balance at December 31, 2011

    13,410  

Additions

     
       

Balance at December 31, 2012

  $ 13,410  
       

(1)
In September 2011 the Company recognized a total provision for losses of $15.4 million related to its Delphis loan that is discussed above; $10.0 million of this provision reduced the carrying value of the loan and the remaining $5.4 million provision reduced the carrying value of the related accrued interest receivable (accrued interest on loans is presented in other assets; see Note 10 for additional information).

        HCR ManorCare Loans.    In December 2007, the Company made a $900 million investment (at a discount of $100 million) in HCR ManorCare mezzanine loans, which paid interest at a floating rate of one-month London Interbank Offered Rate ("LIBOR") plus 4.0%. Also, in August 2009 and January 2011, the Company purchased $720 million (at a discount of $130 million) and $360 million, respectively, in participations in HCR ManorCare first mortgage debt, which paid interest at LIBOR plus 1.25%.

        On April 7, 2011, upon closing of the HCR ManorCare Acquisition, the Company's $2.0 billion of loans to HCR ManorCare were settled, which resulted in additional interest income of $23 million, which represents the excess of the loans' fair values above their carrying values at the acquisition date. See Note 3 for additional discussion related to the HCR ManorCare Acquisition.

        Genesis HealthCare Loans.    In September and October 2010, the Company purchased participations in a senior loan and mezzanine note of Genesis HealthCare ("Genesis") with par values of $278 million (at a discount of $28 million) and $50 million (at a discount of $10 million), respectively. The Genesis senior loan paid interest at LIBOR (subject to a floor of 1.5%, increasing to 2.5% by maturity) plus a spread of 4.75%, increasing to 5.75% by maturity. The senior loan was secured by all of Genesis' assets. The mezzanine note paid interest at LIBOR plus a spread of 7.50%. In addition to the coupon interest payments, the mezzanine note required the payment of a termination fee, of which the Company's share prior to the early repayment of this loan was $2.3 million.

        On April 1, 2011, the Company received $330.4 million from the early repayment of its loans to Genesis, and recognized additional interest income of $34.8 million, which represents the related unamortized discounts and termination fee.

(8)   Investments in and Advances to Unconsolidated Joint Ventures

        On January 14, 2011, the Company acquired its partner's 65% interest in HCP Ventures II, a joint venture that owned 25 senior housing facilities, becoming the sole owner of the portfolio.

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        The HCP Ventures II consideration is as follows (in thousands):

 
  January 14, 2011  

Cash paid for HCP Ventures II's partnership interest

  $ 135,550  

Fair value of HCP's 35% interest in HCP Ventures II (carrying value of $65,223 at closing)(1)

    72,992  
       

Total consideration

  $ 208,542  
       

Estimated fees and costs

       

Legal, accounting, and other fees and costs(2)

  $ 150  

Debt assumption fees(3)

    500  
       

Total

  $ 650  
       

(1)
At closing, the Company recognized a gain of approximately $8 million, included in other income, net, which represents the fair value of the Company's 35% interest in HCP Ventures II in excess of its carrying value as of the acquisition date.

(2)
Represents estimated fees and costs that were expensed and included in general and administrative expenses. These charges are directly attributable to the transaction and represent non-recurring costs.

(3)
Represents debt assumption fees that were capitalized as deferred debt costs.

        In accordance with the accounting guidance applicable to acquisitions of the partner's ownership interests that result in consolidation of previously unconsolidated entities, the Company recorded all of the assets and liabilities of HCP Ventures II at their fair value as of the January 14, 2011 acquisition date. In determining the fair values, relevant market data and valuation techniques were utilized and included, but were not limited to, market data comparables for capitalization and discount rates, credit spreads and property specific cash flows assumptions. The capitalization and discount rates as well as credit spread assumptions utilized in the Company's valuation model were based on information that it believes to be within a reasonable range of current market data.

        The following table summarizes the fair values of the HCP Ventures II assets acquired and liabilities assumed as of the acquisition date of January 14, 2011 (in thousands):

Assets acquired
   
 

Buildings and improvements

  $ 683,633  

Land

    79,580  

Cash

    2,585  

Restricted cash

    1,861  

Intangible assets

    78,293  
       

Total assets acquired

  $ 845,952  
       

Liabilities assumed

       

Mortgage debt

  $ 635,182  

Other liabilities

    2,228  
       

Total liabilities assumed

    637,410  
       

Net assets acquired

  $ 208,542  
       

        The related assets, liabilities and results of operations of HCP Ventures II are included in the consolidated financial statements from the date of acquisition, January 14, 2011.

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        The Company owns interests in the following entities that are accounted for under the equity method at December 31, 2012 (dollars in thousands):

Entity(1)
  Properties/Segment   Investment(2)   Ownership%  

HCR ManorCare

  post-acute/skilled nursing operations   $ 90,559     9.4(3)  

HCP Ventures III, LLC

  13 medical office     7,510     30  

HCP Ventures IV, LLC

  54 medical office and 4 hospital     32,249     20  

HCP Life Science(4)

  4 life science     67,785     50-63  

Horizon Bay Hyde Park, LLC

  1 senior housing     6,769     72  

Suburban Properties, LLC

  1 medical office     7,134     67  

Advances to unconsolidated joint ventures, net

        207        
                 

      $ 212,213        
                 

Edgewood Assisted Living Center, LLC

  1 senior housing   $ (417 )   45  

Seminole Shores Living Center, LLC

  1 senior housing     (674 )   50  
                 

      $ (1,091 )      
                 

(1)
These entities are not consolidated because the Company does not control, through voting rights or other means, the joint ventures. See Note 2 regarding the Company's accounting policies related to principles of consolidation.

(2)
Represents the carrying value of the Company's investment in the unconsolidated joint venture. See Note 2 regarding the Company's accounting policy for joint venture interests.

(3)
Presented after adjusting the Company's 9.9% ownership rate for the dilution of certain of HCR ManorCare's employee equity awards. See discussion of the HCR ManorCare Acquisition in Note 3.

(4)
Includes three unconsolidated joint ventures between the Company and an institutional capital partner for which the Company is the managing member. HCP Life Science includes the following partnerships: (i) Torrey Pines Science Center, LP (50%); (ii) Britannia Biotech Gateway, LP (55%); and (iii) LASDK, LP (63%).

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        Summarized combined financial information for the Company's unconsolidated joint ventures follows (in thousands):

 
  December 31,  
 
  2012   2011  

Real estate, net

  $ 3,731,740   $ 3,806,187  

Goodwill and other assets, net

    5,734,318     5,797,690  
           

Total assets

  $ 9,466,058   $ 9,603,877  
           

Capital lease obligations and mortgage debt

  $ 6,875,932   $ 6,871,743  

Accounts payable

    971,095     1,083,581  

Other partners' capital

    1,435,885     1,465,536  

HCP's capital(1)

    183,146     183,017  
           

Total liabilities and partners' capital

  $ 9,466,058   $ 9,603,877  
           

(1)
The combined basis difference of the Company's investments in these joint ventures of $28 million, as of December 31, 2012, is primarily attributable to real estate, capital lease obligations, deferred tax assets, goodwill and lease-related net intangibles.

 
  Year Ended December 31,  
 
  2012   2011(1)(2)   2010(1)  

Total revenues

  $ 4,260,319   $ 4,388,376   $ 172,972  

Net loss(3)(4)

    (15,865 )   (827,306 )   (54,237 )

HCP's share in earnings(3)(4)(5)

    54,455     46,750     4,770  

HCP's impairment of its investment in HCP Ventures II(4)

            (71,693 )

Fees earned by HCP

    1,895     2,073     4,666  

Distributions received by HCP

    6,299     5,681     9,738  

(1)
Includes the financial information of HCP Ventures II, up to the date in which it was consolidated on January 14, 2011.

(2)
Beginning April 7, 2011, includes the financial information of HCR ManorCare, in which the Company acquired an interest for $95 million that represented a 9.9% equity interest at closing.

(3)
The combined net loss for the year ended December 31, 2011, includes impairments, net of the related tax benefit, of $865 million related to HCR ManorCare's goodwill and intangible assets. The impairments at the operating entity were the result of reduced cash flows primarily caused by the reimbursement reductions for the Medicare skilled nursing facility Prospective Payment System announced by the Centers for Medicare & Medicaid Services (CMS) effective October 1, 2011. These reimbursement reductions were previously considered in the Company's underwriting assumptions for its initial investments in the operations of HCR ManorCare; therefore, the goodwill that was impaired was not part of the Company's basis in its investment. As such, HCR ManorCare's impairments during the year ended December 31, 2011 did not have an impact on the Company's share of earnings from or its investment in HCR ManorCare.

(4)
Net loss for the year ended December 31, 2010, includes an impairment of $54.5 million related to straight-line rent assets of HCP Ventures II (the "Ventures"). Concurrently, during the year ended December 31, 2010 HCP recognized a $71.7 million impairment of its investment in the Ventures that was primarily attributable to a reduction in the fair value of the Ventures' real estate assets and included the Company's share of the impact of the Ventures' impairment of its straight-line rent assets. Therefore, HCP's share in earnings for the year ended December 31, 2010 related to the impact of the Ventures' impairment of its straight-line rent assets was not included in equity income from unconsolidated joint ventures on the consolidated statements of income.

(5)
The Company's joint venture interest in HCR ManorCare is accounted for using the equity method and results in an ongoing reduction of DFL income, proportional to HCP's ownership in HCR ManorCare. The Company recorded a

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(9)   Intangibles

        The Company's intangible lease assets were (in thousands):

 
  December 31,  
Intangible lease assets
  2012   2011  

Lease-up intangibles

  $ 581,742   $ 385,148  

Above market tenant lease intangibles

    153,141     145,374  

Below market ground lease intangibles

    58,939     41,015  
           

Gross intangible lease assets

    793,822     571,537  

Accumulated depreciation and amortization

    (241,121 )   (199,147 )
           

Net intangible lease assets

  $ 552,701   $ 372,390  
           

        The increase in intangible assets in 2012 from 2011 was primarily attributable to the acquisition of 129 senior housing communities from the Blackstone JV, comprised primarily of lease-up intangibles with an average amortization period of 15 years. The remaining weighted average amortization period of intangible assets was 12 years and 11 years at December 31, 2012 and 2011, respectively.

        The Company's intangible lease liabilities were (in thousands):

 
  December 31,  
Intangible lease liabilities
  2012   2011  

Below market lease intangibles

  $ 192,733   $ 206,460  

Above market ground lease intangibles

    6,091     1,779  
           

Gross intangible lease liabilities

    198,824     208,239  

Accumulated depreciation and amortization

    (92,915 )   (90,462 )
           

Net intangible lease liabilities

  $ 105,909   $ 117,777  
           

        The remaining weighted average amortization period of unfavorable market lease intangibles was approximately eight years at both December 31, 2012 and 2011.

        For the years ended December 31, 2012, 2011 and 2010, rental income includes additional revenues of $4.0 million, $6.2 million and $8.2 million, respectively, from the amortization of net below market lease intangibles. For the years ended December 31, 2012, 2011 and 2010, operating expenses include additional expense of $0.7 million, $0.6 million and $0.4 million, respectively, from the amortization of net above market ground lease intangibles. For the years ended December 31, 2012, 2011 and 2010, depreciation and amortization expense includes additional expense of $43.7 million, $44.8 million and $45.7 million, respectively, from the amortization of lease-up and non-compete agreement intangibles.

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        Estimated aggregate amortization of intangible assets and liabilities for each of the five succeeding fiscal years and thereafter follows (in thousands):

 
  Intangible
Assets
  Intangible
Liabilities
 

2013

  $ 72,684   $ 16,772  

2014

    67,943     16,261  

2015

    64,078     15,696  

2016

    59,674     15,150  

2017

    52,452     12,787  

Thereafter

    235,870     29,243  
           

  $ 552,701   $ 105,909  
           

(10) Other Assets

        The Company's other assets consisted of the following (in thousands):

 
  December 31,  
 
  2012   2011  

Straight-line rent assets, net of allowance of $33,521 and $34,457, respectively

  $ 306,294   $ 266,620  

Marketable debt securities(1)

    222,809      

Leasing costs, net

    93,763     92,288  

Deferred financing costs, net

    45,490     35,649  

Goodwill

    50,346     50,346  

Marketable equity securities

    24,829     17,053  

Other(2)(3)

    44,989     23,502  
           

Total other assets

  $ 788,520   $ 485,458  
           

(1)
Represents £137.9 million of Four Seasons senior unsecured notes translated into U.S. dollars as of December 31, 2012 (see below for additional information).

(2)
Includes a $5.4 million allowance for losses related to accrued interest receivable on the Delphis loan. At both December 31, 2012 and 2011, the carrying value of interest accrued related to the Delphis loan was zero. See Note 7 for additional information about the Delphis loan and the related impairment.

(3)
At December 31, 2012, includes aggregate loan receivables of $10 million from HCP Ventures IV, LLC, an unconsolidated joint venture (see Note 8 for additional information) with an interest rate of 12% and various maturities from March 2013 to December 2013. The loans are secured by the counterparty's 80% partnership interest in the joint venture.

        In June 2011, the Company purchased approximately $22.4 million of marketable equity securities that are classified as available-for-sale. At December 31, 2011, the Company incurred a $5.4 million impairment for these securities as it concluded the decrease in value of such securities below their carrying value was other-than-temporary. At December 31, 2012, the marketable equity securities had a fair value and adjusted cost basis of $24.8 million and $17.1 million, respectively. At December 31, 2011, the fair value and adjusted cost basis of the marketable equity securities were both $17.1 million.

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        On June 28, 2012, the Company purchased senior unsecured notes with an aggregate par value of £138.5 million at a discount for £136.8 million ($214.9 million). The notes are issued by Elli Investments Limited, a subsidiary of Terra Firma, a European private equity firm, as part of its financing for the acquisition of Four Seasons Health Care, an elderly and specialist care provider in the United Kingdom. The notes mature in June 2020 and are non-callable through June 2016. The notes bear interest on their par value at a fixed rate of 12.25% per annum, with an original issue discount resulting in a yield to maturity of 12.5%. This investment was financed by a GBP denominated unsecured term loan that is discussed in Note 11. These senior unsecured notes are accounted for as marketable debt securities and classified as held-to-maturity.

(11) Debt

        On March 27, 2012, the Company executed an amendment to its existing $1.5 billion unsecured revolving line of credit facility (the "Facility"). This amendment reduces the cost of the Facility (lower borrowing rate and facility fee) and extends the Facility's maturity by one additional year to March 2016. The Facility contains a one-year extension option. Borrowings under this Facility accrue interest at LIBOR plus a margin that depends on the Company's debt ratings. The Company pays a facility fee on the entire revolving commitment that depends upon its debt ratings. Based on the Company's debt ratings at December 31, 2012, the margin on the Facility was 1.075%, and the facility fee was 0.175%. The Facility also includes a feature that will allow the Company to increase the Facility by an aggregate amount of up to $500 million, subject to securing additional commitments from existing lenders or new lending institutions. At December 31, 2012, the Company had no balance outstanding under this Facility.

        On July 30, 2012, the Company entered into a credit agreement with a syndicate of banks for a £137 million ($223 million at December 31, 2012) four-year unsecured term loan (the "Term Loan") that accrues interest at a rate of GBP LIBOR plus 1.20%, based on the Company's current debt ratings. Concurrent with the closing of the Term Loan, the Company entered into a four-year interest rate swap contract that fixes the interest rate of the Term Loan at 1.81%, subject to adjustments based on the Company's debt ratings. The Term Loan contains a one-year committed extension option.

        The Facility and Term Loan contain certain financial restrictions and other customary requirements, including cross-default provisions to other indebtedness. Among other things, these covenants, using terms defined in the agreements (i) limit the ratio of Consolidated Total Indebtedness to Consolidated Total Asset Value to 60%, (ii) limit the ratio of Secured Debt to Consolidated Total Asset Value to 30%, (iii) limit the ratio of Unsecured Debt to Consolidated Unencumbered Asset Value to 60%, (iv) require a minimum Fixed Charge Coverage ratio of 1.5 times and (v) require a formula-determined Minimum Consolidated Tangible Net Worth of $9.2 billion at December 31, 2012. At December 31, 2012, the Company was in compliance with each of these restrictions and requirements of the Facility and Term Loan.

        At December 31, 2012, the Company had senior unsecured notes outstanding with an aggregate principal balance of $6.7 billion. At December 31, 2012, interest rates on the notes ranged from 1.21% to 7.07% with a weighted average effective rate of 5.10% and a weighted average maturity of six years. Discounts and premiums are amortized to interest expense over the term of the related senior

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

unsecured notes. The senior unsecured notes contain certain covenants including limitations on debt, cross-acceleration provisions and other customary terms. As of December 31, 2012, the Company believes it was in compliance with these covenants.

        On November 19, 2012, the Company issued $800 million of 2.625% senior unsecured notes due in 2020. The notes were priced at 99.729% of the principal amount with an effective yield to maturity of 2.667%. Net proceeds from this offering were $793 million.

        On July 23, 2012, the Company issued $300 million of 3.15% senior unsecured notes due in 2022. The notes were priced at 98.888% of the principal amount with an effective yield to maturity of 3.28%; net proceeds from the offering were $294 million.

        On June 25, 2012, the Company repaid $250 million of maturing senior unsecured notes, which accrued interest at a rate of 6.45%. The senior unsecured notes were repaid with proceeds from the Company's June 2012 common stock offering.

        On January 23, 2012, the Company issued $450 million of 3.75% senior unsecured notes due in 2019. The notes were priced at 99.523% of the principal amount with an effective yield to maturity of 3.83%; net proceeds from the offering were $444 million.

        On September 15, 2011, the Company repaid $292 million of maturing senior unsecured notes, which accrued interest at a rate of 4.82%. The senior unsecured notes were repaid with funds available under the Facility.

        On January 24, 2011, the Company issued $2.4 billion of senior unsecured notes as follows: (i) $400 million of 2.70% notes due 2014; (ii) $500 million of 3.75% notes due 2016; (iii) $1.2 billion of 5.375% notes due 2021; and (iv) $300 million of 6.75% notes due 2041. The notes had an initial weighted average maturity of 10.3 years and a weighted average yield of 4.83%; net proceeds from the offering were $2.37 billion.

        The following is a summary of senior unsecured notes outstanding by maturity date at December 31, 2012 (dollars in thousands):

Maturity
  Principal
Amount
  Weighted
Average
Interest
Rate
 

2013

  $ 550,000     5.80 %

2014

    487,000     3.15  

2015

    400,000     6.64  

2016

    900,000     5.07  

2017

    750,000     6.04  

2018

    600,000     6.83  

2019

    450,000     3.96  

2020

    800,000     2.79  

2021

    1,200,000     5.53  

2022

    300,000     3.39  

2041

    300,000     6.89  
             

    6,737,000        

Discounts, net

    (24,376 )      
             

  $ 6,712,624        
             

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        At December 31, 2012, the Company had $1.7 billion in aggregate principal amount of mortgage debt outstanding that is secured by 135 healthcare facilities (including redevelopment properties) that had a carrying value of $2.1 billion. At December 31, 2012, interest rates on the mortgage debt range from 1.54% to 8.69% with a weighted average effective interest rate of 6.13% and a weighted average maturity of four years.

        The following is a summary of mortgage debt outstanding by maturity date at December 31, 2012 (dollars in thousands):

Maturity
  Amount   Weighted
Average
Interest
Rate
 

2013

  $ 291,747     6.15 %

2014

    179,695     5.78  

2015

    308,048     6.03  

2016

    291,338     6.88  

2017

    550,052     6.04  

Thereafter

    65,886     5.26  
             

    1,686,766        

Discounts, net

    (10,222 )      
             

  $ 1,676,544        
             

        Mortgage debt generally requires monthly principal and interest payments, is collateralized by real estate assets and is generally non-recourse. Mortgage debt typically restricts transfer of the encumbered assets, prohibits additional liens, restricts prepayment, requires payment of real estate taxes, requires maintenance of the assets in good condition, requires maintenance of insurance on the assets and includes conditions to obtain lender consent to enter into or terminate material leases. Some of the mortgage debt is also cross-collateralized by multiple assets and may require tenants or operators to maintain compliance with the applicable leases or operating agreements of such real estate assets.

        At December 31, 2012, the Company had $82 million of non-interest bearing life care bonds at two of its CCRCs and non-interest bearing occupancy fee deposits at two of its senior housing facilities, all of which were payable to certain residents of the facilities (collectively, "Life Care Bonds"). The Life Care Bonds are refundable to the residents upon the termination of the contract or upon the successful resale of the unit.

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        The following table summarizes the Company's stated debt maturities and scheduled principal repayments at December 31, 2012 (in thousands):

Year
  Term Loan(1)   Senior
Unsecured
Notes
  Mortgage
Debt
  Total(2)  

2013

  $   $ 550,000   $ 291,747   $ 841,747  

2014

        487,000     179,695     666,695  

2015

        400,000     308,048     708,048  

2016

    222,694     900,000     291,338     1,414,032  

2017

        750,000     550,052     1,300,052  

Thereafter

        3,650,000     65,886     3,715,886  
                   

    222,694     6,737,000     1,686,766     8,646,460  

(Discounts) and premiums, net

        (24,376 )   (10,222 )   (34,598 )
                   

  $ 222,694   $ 6,712,624   $ 1,676,544   $ 8,611,862  
                   

(1)
Represents £137 million translated into U.S. dollars as of December 31, 2012.

(2)
Excludes $82 million of other debt that represents non-interest bearing Life Care Bonds and occupancy fee deposits at certain of the Company's senior housing facilities, which have no scheduled maturities.

(12) Commitments and Contingencies

        From time to time, the Company is a party to legal proceedings, lawsuits and other claims that arise in the ordinary course of the Company's business. Except as described in this Note 12, the Company is not aware of any other legal proceedings or claims that it believes may have, individually or taken together, a material adverse effect on the Company's business, prospects, financial condition, results of operations or cash flows. The Company's policy is to accrue legal expenses as they are incurred.

        On May 3, 2007, Ventas, Inc. ("Ventas") filed a complaint against the Company in the United States District Court for the Western District of Kentucky alleging, among other things, that the Company interfered with Ventas's prospective business advantage in connection with Ventas's 2007 acquisition of Sunrise Senior Living Real Estate Investment Trust ("Sunrise REIT"). Ventas sought compensatory damages in excess of $300 million plus punitive damages. Prior to the jury deliberations, the District Court dismissed, among other rulings, Ventas's claim for punitive damages. On September 4, 2009, the jury returned a verdict in favor of Ventas in the amount of approximately $102 million. The Company recognized $102 million as a provision for litigation expense during the three months ended September 30, 2009. Both Ventas and the Company appealed various rulings of the District Court and the jury verdict to the United States Sixth Circuit Court of Appeals. On May 17, 2011, the Sixth Circuit Court of Appeals held that the District Court erred by not submitting Ventas's claim for punitive damages to the jury, and affirmed the District Court's judgment in all other respects. On August 23, 2011, the Company paid Ventas $102 million resulting from the jury verdict. On November 9, 2011, the Company and Ventas settled all claims relating to the litigation and the Company paid $125 million to Ventas in addition to the $102 million paid in August 2011.

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        On June 29, 2009, several of the Company's subsidiaries, together with three of its tenants, filed complaints in the Delaware Court of Chancery (the "Court of Chancery") against Sunrise Senior Living, Inc. and three of its subsidiaries ("Sunrise"). One of the complaints, which related to four of the 64 communities subject to the dispute, was removed on July 24, 2009 to the United States District Court for the Eastern District of Virginia (the "Virginia District Court"). On April 30, 2010, the Virginia District Court dismissed all claims before it, and each party filed a notice of appeal regarding the decision with the United States Court of Appeals for the Fourth Circuit.

        On August 31, 2010, the Company entered into agreements with Sunrise in which: (i) the Company acquired the right to terminate management contracts on 27 of the 75 senior housing communities owned by the Company (these 27 communities were leased to tenants that had entered into management contracts with Sunrise); (ii) Sunrise agreed to limit certain fees and charges associated with the in-place management contracts of the remaining 48 communities, where such limitations were consistent with the parties' budgetary rights and obligations under existing agreements; (iii) the Company agreed to fund certain capital expenditures at the remaining 48 communities, and (iv) both parties dismissed all of the previous litigation proceedings that were filed against each other. The Company agreed to pay Sunrise $50 million for the right to terminate the management contracts of the 27 communities; after taking into account the rights to approximately $9 million of working capital that the Company received in conjunction with acquiring these termination rights, the net cost to acquire the termination rights was $41 million. The Company had marketed for lease the 27 communities to a limited group of operators, and prior to August 31, 2010, had received a favorable bid and an executed non-binding term sheet from Emeritus Corporation ("Emeritus"). On October 18, 2010, the Company executed two triple-net master leases with Emeritus for the 27 communities on terms consistent with a non-binding term sheet agreed to by the Company and Emeritus in August 2010, including fixed lease terms of 15 years and two 10 year extension options. Shortly thereafter, on October 31, 2010, the Company exercised its rights under the existing lease contracts to terminate the leases with the tenants that had entered into the management contracts with Sunrise for a payment of $2 million. The term of the new Emeritus leases commenced on November 1, 2010, immediately after such termination.

        The Company capitalized the $41 million cost for the above termination rights as an initial direct leasing cost of the new leases as it determined that: (i) acquiring the right to terminate Sunrise's long-term management contracts was essential to enable the Company to lease such communities to another operator; and (ii) prior to August 31, 2010, the leasing transaction with Emeritus was reasonably assured. The initial direct leasing costs will be amortized over the initial 15-year term of the new leases with Emeritus. Further, the Company concluded that no amount of the $50 million paid to Sunrise should be allocated to the dismissed litigation or to the existing leases on the 48 remaining communities, because the Company believed that: (i) as ruled by the Virginia District Court, Sunrise's counterclaims lacked merit and had no value, and the claims remaining in the Chancery Court arose from similar facts and were expected to be decided on the basis of similar law; (ii) Sunrise's agreement to limit certain fees on the remaining 48 communities, and the Company's agreement to fund certain capital expenditures at the communities, were each consistent with the Company's and Sunrise's obligations, respectively under the existing agreements; and (iii) the incremental value gained by the reasonably assured future rents from Emeritus and the acquired working capital exceeded the payment to Sunrise.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        Concentrations of credit risks arise when a number of operators, tenants or obligors related to the Company's investments are engaged in similar business activities, or activities in the same geographic region, or have similar economic features that would cause their ability to meet contractual obligations, including those to the Company, to be similarly affected by changes in economic conditions. The Company regularly monitors various segments of its portfolio to assess potential concentrations of risks. The Company does not have significant foreign operations.

        The following table provides information regarding the Company's concentration with respect to certain operators; the information provided is presented for the gross assets and revenues that are associated with certain operators as percentages of the respective segment's and total Company's gross assets and revenues:

 
  Percentage of
Senior Housing Gross Assets
  Percentage of
Senior Housing Revenues
 
 
  December 31,   Year Ended December 31,  
Operators
  2012   2011   2012   2011   2010  

HCR ManorCare(1)

    11     14     11     10      

Brookdale(2)

    11     14     14     22     11  

Emeritus(3)

    35     19     23     24     14  

Sunrise(3)(4)

    17     22     15     19     21  

 

 
  Percentage of Post-Acute/
Skilled Nursing Gross Assets
  Percentage of Post-Acute/
Skilled Nursing Revenues
 
 
  December 31,   Year Ended December 31,  
Operators
  2012   2011   2012   2011   2010  

HCR ManorCare(1)

    89     94     90     84     30  

 
  Percentage of
Total Company Gross Assets
  Percentage of
Total Company Revenues
 
 
  December 31,   Year Ended December 31,  
Operators
  2012   2011   2012   2011   2010  

HCR ManorCare(1)

    31     35     30     27     9  

Brookdale(2)

    4     5     5     7     5  

Emeritus(3)

    13     6     8     7     6  

Sunrise(3)(4)

    7     7     5     6     9  

(1)
On April 7, 2011, the Company completed the acquisition of HCR ManorCare's real estate assets, which included the settlement of the Company's HCR ManorCare debt investments, see Notes 3 and 7 for additional information.

(2)
As of December 31, 2012 and 2011, Brookdale Senior Living ("Brookdale") percentages do not include $692 and $683 million, respectively, of senior housing assets related to 21 senior housing facilities that Brookdale operates (beginning September 1, 2011) on the Company's behalf under a RIDEA structure. Assuming that these assets were attributable to Brookdale, the percentage of combined segment and total assets attributable to Brookdale would be 20% and 8%, respectively, as of December 31, 2012, and 26% and 9%, respectively, as of December 31, 2011. For the years ended December 31, 2012 and 2011, Brookdale percentages do not include $143 million and $47 million, respectively, of senior

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(3)
27 properties formerly operated by Sunrise were transitioned to Emeritus effective November 1, 2010. For the year ended December 31, 2010, Sunrise percentages exclude $33 million of revenues for 27 properties due to the consolidation of four VIEs from August 31 2010 to November 1, 2010. Assuming that these revenues were attributable to Sunrise, the percentage of segment and total revenues for Sunrise would be 28% and 12%, respectively, for the year ended December 31, 2010. Percentage of total revenues from Emeritus for the year ended December 31, 2012 includes partial results for Blackstone JV acquisition. Assuming that full-year results were included for this acquisition in the Company's 2012 revenues, the percentage of segment revenues and total revenues would be 36% and 12%, respectively.

(4)
Certain of the Company's properties are leased to tenants who have entered into management contracts with Sunrise to operate the respective property on their behalf. The Company's concentration of gross assets includes properties directly leased to Sunrise and properties that are managed by Sunrise on behalf of third party tenants.

        On September 1, 2011, the Company completed a strategic venture with Brookdale that includes the operation of 37 HCP-owned senior living communities previously leased to or operated by Horizon Bay Retirement Living ("Horizon Bay"). As part of this transaction, Brookdale acquired Horizon Bay and: (i) assumed an existing triple-net lease for nine HCP communities; (ii) entered into a new triple-net lease related to four HCP communities; (iii) assumed Horizon Bay's management of three HCP communities, one of which was recently developed by HCP; and (iv) entered into management contracts and a joint venture agreement for a 10% interest in the real estate and operations for 21 of the Company's communities that are in a RIDEA structure. In connection with these transactions, the Company purchased approximately one million shares of Brookdale's common stock in June 2011 (see Note 10 for additional information regarding these marketable equity securities).

        Under the provisions of RIDEA, a REIT may lease "qualified health care properties" on an arm's length basis to a TRS if the property is operated on behalf of such subsidiary by a person who qualifies as an "eligible independent contractor." The year ended December 31, 2012 includes $143 million and $91 million in revenues and operating expenses, respectively, as a result of reflecting the facility-level results for the 21 RIDEA facilities operated by Brookdale beginning September 1, 2011. The year ended December 31, 2011 includes $47 million and $30 million in revenues and operating expenses, respectively, as a result of reflecting the facility-level results for the 21 RIDEA facilities.

        The year ended December 31, 2010 includes increases of $29 million and $26 million in revenues and operating expenses, respectively, as a result of reflecting the facility-level results for 27 facilities leased to four VIE tenants operated by Sunrise that were consolidated, for the period from August 31, 2010 to November 1, 2010, as a result of the termination rights the Company acquired from the settlement agreement discussed above. See Note 21 for additional information regarding VIEs.

        To mitigate credit risk of leasing properties to certain senior housing and post-acute/skilled nursing operators, leases with operators are often combined into portfolios that contain cross-default terms, so that if a tenant of any of the properties in a portfolio defaults on its obligations under its lease, the Company may pursue its remedies under the lease with respect to any of the properties in the portfolio. Certain portfolios also contain terms whereby the net operating profits of the properties are combined for the purpose of securing the funding of rental payments due under each lease.

        At December 31, 2012 and 2011, the Company's gross real estate assets in the state of California, excluding assets held-for-sale, represented approximately 20% and 23% of the Company's total assets, respectively. For the year ended December 31, 2012, the Company's revenues derived from properties

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

located in the states of California, Texas and Florida represented approximately 22%, 12% and 10% of the Company's total revenues, respectively.

        In connection with the formation of certain DownREIT limited liability companies ("LLCs"), members may contribute appreciated real estate to a DownREIT LLC in exchange for DownREIT units. These contributions are generally tax-deferred, so that the pre-contribution gain related to the property is not taxed to the member. However, if a contributed property is later sold by the DownREIT LLC, the unamortized pre-contribution gain that exists at the date of sale is specifically allocated and taxed to the contributing members. In many of the DownREITs, the Company has entered into indemnification agreements with those members who contributed appreciated property into the DownREIT LLC. Under these indemnification agreements, if any of the appreciated real estate contributed by the members is sold by the DownREIT LLC in a taxable transaction within a specified number of years, the Company will reimburse the affected members for the federal and state income taxes associated with the pre-contribution gain that is specially allocated to the affected member under the Code ("make-whole payments"). These make-whole payments include a tax gross-up provision. These indemnification agreements have expiration terms that range through 2033.

        Certain of the Company's senior housing facilities serve as collateral for $117 million of debt (maturing May 1, 2025) that is owed by a previous owner of the facilities. This indebtedness is guaranteed by the previous owner who has an investment grade credit rating. These senior housing facilities, which are classified as DFLs, had a carrying value of $374 million as of December 31, 2012.

        The Company monitors its properties for the presence of hazardous or toxic substances. The Company is not aware of any environmental liability with respect to the properties that would have a material adverse effect on the Company's business, financial condition or results of operations. The Company carries environmental insurance and believes that the policy terms, conditions, limitations and deductibles are adequate and appropriate under the circumstances, given the relative risk of loss, the cost of such coverage and current industry practice.

        The Company obtains various types of insurance to mitigate the impact of property, business interruption, liability, flood, windstorm, earthquake, environmental and terrorism related losses. The Company attempts to obtain appropriate policy terms, conditions, limits and deductibles considering the relative risk of loss, the cost of such coverage and current industry practice. There are, however, certain types of extraordinary losses, such as those due to acts of war or other events that may be either uninsurable or not economically insurable. In addition, the Company has a large number of properties that are exposed to earthquake, flood and windstorm occurrences for which the related insurances carry high deductibles.

        Certain leases contain purchase options whereby the tenant may elect to acquire the underlying real estate. Annualized lease payments (base rent only) to be received from these leases, including

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DFLs, subject to purchase options, in the year that the purchase options are exercisable, are summarized as follows (dollars in thousands):

Year
  Annualized
Base Rent(1)
  Number
of
Properties
 

2013

  $ 42,700     23  

2014

    36,666     15  

2015

    16,702     15  

2016

    38,933     18  

2017

    1,685     2  

Thereafter

    96,859     58  
           

  $ 233,545     131  
           

(1)
Represents the most recent month's base rent including additional rent floors and cash income from direct financing leases annualized for 12 months. Base rent does not include tenant recoveries, additional rents in excess of floors and non-cash revenue adjustments (i.e., straight-line rents, amortization of above and below market lease intangibles, DFL interest accretion and deferred revenues).

        The Company's rental expense attributable to continuing operations for the years ended December 31, 2012, 2011 and 2010 was approximately $7 million, $6 million and $6 million, respectively. These rental expense amounts include ground rent and other leases. Ground leases generally require fixed annual rent payments and may also include escalation clauses and renewal options. These leases have terms that are up to 99 years, excluding extension options. Future minimum lease obligations under non-cancelable ground and other operating leases as of December 31, 2012 were as follows (in thousands):

Year
  Amount  

2013

  $ 7,734  

2014

    7,119  

2015

    6,372  

2016

    5,228  

2017

    4,797  

Thereafter

    193,324  
       

  $ 224,574  
       

(13) Equity

        On April 23, 2012, the Company redeemed all of its outstanding preferred stock consisting of 4,000,000 shares of its 7.25% Series E preferred stock and the 7,820,000 shares of its 7.10% Series F preferred stock. The shares of Series E and Series F preferred stock were redeemed at a price of $25 per share, or $295.5 million in aggregate, plus all accrued and unpaid dividends to the redemption date. As a result of the redemption, which was announced on March 22, 2012, the Company incurred a charge of $10.4 million related to the original issuance costs of the preferred stock (this charge is

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

presented as an additional preferred stock dividend in the Company's consolidated statements of income).

        Distributions with respect to the Company's preferred stock can be characterized for federal income tax purposes as taxable ordinary dividends, capital gain dividends, nondividend distributions or a combination thereof. Following is the characterization of the Company's annual preferred stock dividends per share:

 
  Series E   Series F  
 
  December 31,   December 31,  
 
  2012(1)   2011   2010   2012(1)   2011   2010  
 
  (unaudited)
 

Ordinary dividends

  $ 0.4383   $ 1.4335   $ 1.6695   $ 0.4292   $ 1.4038   $ 1.6350  

Capital gain dividends

    0.0148     0.3790     0.1430     0.0145     0.3712     0.1400  
                           

  $ 0.4531   $ 1.8125   $ 1.8125   $ 0.4437   $ 1.7750   $ 1.7750  
                           

(1)
As discussed above, the Company redeemed all of its outstanding preferred stock on April 23, 2012.

        Distributions with respect to the Company's common stock can be characterized for federal income tax purposes as taxable ordinary dividends, capital gain dividends, nondividend distributions or a combination thereof. Following is the characterization of the Company's annual common stock dividends per share:

 
  Year Ended December 31,  
 
  2012   2011   2010  
 
  (unaudited)
 

Ordinary dividends

  $ 1.4618   $ 0.9259   $ 1.0935  

Capital gain dividends

    0.0495     0.2448     0.0937  

Nondividend distributions

    0.4887     0.7493     0.6728  
               

  $ 2.0000   $ 1.9200   $ 1.8600  
               

        On January 25, 2013, the Company announced that its Board declared a quarterly cash dividend of $0.525 per share. The common stock cash dividend will be paid on February 19, 2013 to stockholders of record as of the close of business on February 4, 2013.

        On October 19, 2012, we completed a public offering of 22 million shares of common stock and received net proceeds of $979 million, which were primarily used to acquire the 129 senior housing communities from the Blackstone JV.

        In June 2012, the Company completed a $376 million offering of 8.97 million shares of common stock at a price of $41.88 per share, which were primarily used to repay $250 million of maturing senior unsecured notes, which accrued interest at a rate of 6.45%.

        In March 2012, the Company completed a $359 million offering of 9.0 million shares of common stock at a price of $39.93 per share, which were primarily used to redeem all outstanding shares of the Company's preferred stock.

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        In March 2011, the Company completed a $1.273 billion public offering of 34.5 million shares of common stock at a price of $36.90 per share. The Company received total net proceeds of $1.235 billion, which were primarily used to finance part of the aggregate purchase price of the HCR ManorCare Acquisition. The following is a summary of the Company's other issuances of common stock:

 
  Year Ended
December 31,
 
 
  2012   2011  
 
  (shares
in thousands)

 

Dividend Reinvestment and Stock Purchase Plan

    1,064     1,910  

Conversion of DownREIT units

    736     80  

Exercise of stock options

    2,455     1,157  

Vesting of restricted stock units(1)

    707     228  

(1)
Issued under the Company's 2006 Performance Incentive Plan.

        The following is a summary of the Company's accumulated other comprehensive loss (in thousands):

 
  December 31,  
 
  2012   2011  

Unrealized gains on available for sale securities

  $ 7,776   $  

Unrealized losses on cash flow hedges, net

    (18,452 )   (15,712 )

Supplemental Executive Retirement Plan minimum liability

    (3,150 )   (2,794 )

Cumulative foreign currency translation adjustment

    (827 )   (1,076 )
           

Total accumulated other comprehensive loss

  $ (14,653 ) $ (19,582 )
           

        At December 31, 2012, there were four million non-managing member units (six million shares of HCP common stock are issuable upon conversion) outstanding in four DownREIT LLCs, in all of which the Company is the managing member. At December 31, 2012, the carrying and market values of the four million DownREIT units were $188 million and $275 million, respectively.

(14) Segment Disclosures

        The Company evaluates its business and makes resource allocations based on its five business segments: (i) senior housing, (ii) post-acute/skilled nursing, (iii) life science, (iv) medical office and (v) hospital. Under the senior housing, post-acute/skilled nursing, life science and hospital segments, the Company invests or co-invests primarily in single operator or tenant properties, through the acquisition and development of real estate, management of operations (RIDEA) and by debt issued by operators in these sectors. Under the medical office segment, the Company invests or co-invests through the acquisition and development of medical office buildings ("MOBs") that are leased under gross, modified gross or triple-net leases, generally to multiple tenants, and which generally require a greater level of property management. The accounting policies of the segments are the same as those described under Summary of Significant Accounting Policies (see Note 2). There were no intersegment

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

sales or transfers during the years ended December 31, 2012 and 2011. The Company evaluates performance based upon property net operating income from continuing operations ("NOI"), adjusted NOI and interest income of the combined investments in each segment.

        Non-segment assets consist primarily of corporate assets including cash, restricted cash, accounts receivable, net, marketable equity securities, deferred financing costs and, if any, real estate held-for-sale. Interest expense, depreciation and amortization and non-property specific revenues and expenses are not allocated to individual segments in determining the Company's performance measure. See Note 12 for other information regarding concentrations of credit risk.

        Summary information for the reportable segments follows (in thousands):

        For the year ended December 31, 2012:

Segments
  Rental
Revenues(1)
  Resident
Fees and
Services
  Interest
Income
  Investment
Management
Fee Income
  Total
Revenues
  NOI(2)   Adjusted
NOI(2)
(Cash NOI)
 

Senior housing

  $ 482,336   $ 143,745   $ 3,503   $   $ 629,584   $ 531,419   $ 480,872  

Post-acute/skilled nursing

    539,242         19,993         559,235     538,856     462,927  

Life science

    289,664             4     289,668     236,491     226,997  

Medical office

    334,811             1,891     336,702     202,547     197,569  

Hospital

    84,493         1,040         85,533     80,980     78,995  
                               

Total

  $ 1,730,546   $ 143,745   $ 24,536   $ 1,895   $ 1,900,722   $ 1,590,293   $ 1,447,360  
                               

        For the year ended December 31, 2011:

Segments
  Rental
Revenues(1)
  Resident
Fees and
Services
  Interest
Income
  Investment
Management
Fee Income
  Total
Revenues
  NOI(2)   Adjusted
NOI(2)
(Cash NOI)
 

Senior housing

  $ 470,592   $ 50,619   $ 178   $ 70   $ 521,459   $ 486,673   $ 433,728  

Post-acute/skilled nursing

    397,554         98,450         496,004     396,969     339,946  

Life science

    288,151             4     288,155     235,355     212,250  

Medical office

    320,115             1,999     322,114     192,213     186,180  

Hospital

    83,128         1,236         84,364     78,798     76,402  
                               

Total

  $ 1,559,540   $ 50,619   $ 99,864   $ 2,073   $ 1,712,096   $ 1,390,008   $ 1,248,506  
                               

        For the year ended December 31, 2010:

Segments
  Rental
Revenues(1)
  Resident
Fees and
Services
  Interest
Income
  Investment
Management
Fee Income
  Total
Revenues
  NOI(2)   Adjusted
NOI(2)
(Cash NOI)
 

Senior housing

  $ 337,220   $ 32,596   $ 364   $ 2,300   $ 372,480   $ 341,043   $ 306,682  

Post-acute/skilled nursing

    36,023         121,703         157,726     35,847     34,685  

Life science

    276,762             4     276,766     228,270     204,938  

Medical office

    309,285             2,362     311,647     181,398     175,654  

Hospital

    83,491         38,096         121,587     78,661     73,642  
                               

Total

  $ 1,042,781   $ 32,596   $ 160,163   $ 4,666   $ 1,240,206   $ 865,219   $ 795,601  
                               

(1)
Represents rental and related revenues, tenant recoveries, and income from DFLs.

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(2)
NOI is a non-GAAP supplemental financial measure used to evaluate the operating performance of real estate. The Company defines NOI as rental and related revenues, including tenant recoveries, resident fees and services, and income from direct financing leases, less property level operating expenses. NOI excludes interest income, investment management fee income, interest expense, depreciation and amortization, general and administrative expenses, litigation settlement, impairments, impairment recoveries, other income, net, income taxes, equity income from and impairments of investments in unconsolidated joint ventures, and discontinued operations. The Company believes NOI provides relevant and useful information because it reflects only income and operating expense items that are incurred at the property level and presents them on an unleveraged basis. Adjusted NOI is calculated as NOI after eliminating the effects of straight-line rents, DFL accretion, amortization of above and below market lease intangibles, and lease termination fees. Adjusted NOI is sometimes referred to as "cash NOI." The Company uses NOI and adjusted NOI to make decisions about resource allocations and to assess and compare property level performance. The Company believes that net income is the most directly comparable GAAP measure to NOI. NOI should not be viewed as an alternative measure of operating performance to net income as defined by GAAP because it does not reflect the aforementioned excluded items. Further, the Company's definition of NOI may not be comparable to the definition used by other REITs, as those companies may use different methodologies for calculating NOI.

        The following is a reconciliation from reported net income to NOI and adjusted NOI (in thousands):

 
  Years ended December 31,  
 
  2012   2011   2010  

Net income

  $ 846,842   $ 554,494   $ 344,395  

Interest income

    (24,536 )   (99,864 )   (160,163 )

Investment management fee income

    (1,895 )   (2,073 )   (4,666 )

Interest expense

    417,130     416,396     285,508  

Depreciation and amortization

    358,245     349,922     306,934  

General and administrative

    79,454     96,121     83,019  

Litigation settlement and provision

        125,000      

Impairments (recoveries)

    7,878     15,400     (11,900 )

Other income, net

    (2,776 )   (12,732 )   (16,194 )

Income taxes

    (1,636 )   1,250     412  

Equity income from unconsolidated joint ventures

    (54,455 )   (46,750 )   (4,770 )

Impairments of investment in unconsolidated joint venture

            71,693  

Total discontinued operations

    (33,958 )   (7,156 )   (29,049 )
               

NOI

    1,590,293     1,390,008     865,219  

Straight-line rents

    (47,311 )   (59,173 )   (47,243 )

DFL accretion

    (94,240 )   (74,007 )   (10,641 )

Amortization of above and below market lease intangibles, net

    (2,232 )   (4,510 )   (6,378 )

Lease termination fees

    (636 )   (5,873 )   (7,665 )

NOI adjustments related to discontinued operations

    1,486     2,061     2,309  
               

Adjusted NOI

  $ 1,447,360   $ 1,248,506   $ 795,601  
               

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        The Company's total assets by segment were (in thousands):

 
  December 31,  
Segments
  2012   2011   2010  

Senior housing

  $ 7,658,612   $ 5,785,441   $ 4,196,456  

Post-acute/skilled nursing

    6,080,826     5,644,472     2,133,640  

Life science

    3,932,397     3,886,851     3,709,528  

Medical office

    2,661,394     2,336,302     2,299,311  

Hospital

    724,999     757,618     770,038  
               

Gross segment assets

    21,058,228     18,410,684     13,108,973  

Accumulated depreciation and amortization

    (1,978,597 )   (1,646,736 )   (1,386,850 )
               

Net segment assets

    19,079,631     16,763,948     11,722,123  

Assets held-for-sale, net

        106,295     147,538  

Other non-segment assets

    835,924     538,232     1,462,262  
               

Total assets

  $ 19,915,555   $ 17,408,475   $ 13,331,923  
               

        At December 31, 2012, goodwill of $50.3 million is allocated as follows: (i) senior housing—$30.5 million, (ii) medical office—$11.4 million, (iii) post-acute/skilled nursing—$3.3 million and (iv) hospital—$5.1 million. The Company completed the required annual impairment test during the three months ended December 31, 2012; no impairment was recognized based on the results of this impairment test.

(15) Future Minimum Rents

        Future minimum lease payments to be received, excluding operating expense reimbursements, from tenants under non-cancelable operating leases as of December 31, 2012, are as follows (in thousands):

Year
  Amount  

2013

  $ 1,043,473  

2014

    1,004,409  

2015

    963,872  

2016

    926,289  

2017

    852,670  

Thereafter

    4,182,607  
       

  $ 8,973,320  
       

(16) Compensation Plans

        On May 11, 2006, the Company's stockholders approved the 2006 Performance Incentive Plan (the "2006 Incentive Plan"). The 2006 Incentive Plan provides for the granting of stock-based compensation, including stock options, restricted stock and performance restricted stock units to officers, employees and directors in connection with their employment with or services provided to the Company. On April 23, 2009, the Company's stockholders amended the 2006 Incentive Plan. As a result of the amendment, the maximum number of shares reserved for awards under the 2006 Incentive Plan, as amended, is 23.2 million shares. The maximum number of shares available for future awards under the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2006 Incentive Plan is 6.8 million shares at December 31, 2012, of which approximately 4.5 million shares may be issued as restricted stock and performance restricted stock units.

        Stock options are granted with an exercise price per share equal to the closing market price of the company's common stock on the grant date. Stock options generally vest ratably over a four- to five-year period and have a 10-year contractual term. Vesting of certain options may accelerate, as provided in the 2006 Incentive Plan or in the applicable award agreement, upon retirement, a change in control or other specified events. Upon the exercise of options, the participant is required to pay the exercise price of the options being exercised and the related tax withholding obligation. Participants have the ability to elect to have the Company withhold the number of shares to be delivered upon exercise of stock options to pay the related exercise price and tax withholding obligation. The value of the shares withheld is dependent upon the closing market price of the Company's common stock on the date that the relevant transaction occurs.

        A summary of the stock option activity in 2012 is presented in the following table (dollars and shares in thousands, except per share amounts):

 
  Shares
Under
Options
  Weighted
Average
Exercise
Price
  Weighted
Average
Remaining
Contractual
Term (Years)
  Aggregate
Intrinsic
Value
 

Outstanding as of January 1, 2012

    6,524   $ 28.76     6.1   $ 84,169  

Granted

    455     41.64              

Exercised

    (3,838 )   28.33              

Forfeited

    (14 )   26.40              
                         

Outstanding as of December 31, 2012

    3,127     31.16     6.9     43,774  
                         

Exercisable as of December 31, 2012

    539     32.09     6.0     7,041  
                         

        The following table summarizes additional information concerning outstanding and exercisable stock options at December 31, 2012 (shares in thousands):

 
   
   
  Weighted
Average
Remaining
Contractual
Term (Years)
  Currently Exercisable  
Range of
Exercise Price
  Shares Under
Options
  Weighted
Average
Exercise Price
  Shares Under
Options
  Weighted
Average
Exercise Price
 

$23.34 - $25.52

    910   $ 23.34     6.1     54   $ 23.34  

  27.11 -  28.35

    739     28.28     6.8     210     28.12  

  31.95 -  41.64

    1,478     37.41     7.4     275     36.84  
                             

    3,127     31.16     6.9     539     32.09  
                             

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        The following table summarizes additional information concerning unvested stock options at December 31, 2012 (shares in thousands):

 
  Shares
Under
Options
  Weighted
Average
Grant Date Fair
Value
 

Unvested at January 1, 2012

    3,285   $ 3.77  

Granted

    455     6.34  

Vested

    (1,138 )   3.59  

Forfeited

    (14 )   3.67  
             

Unvested at December 31, 2012

    2,588     4.30  
             

        The weighted average fair value per share at the date of grant for options awarded during the years ended December 31, 2012, 2011 and 2010 was $6.34, $5.97 and $5.17, respectively. The total vesting date intrinsic value (at vesting) of shares under options vested during the years ended December 31, 2012, 2011 and 2010 was $18.0 million, $15.8 million and $10.7 million, respectively. The total intrinsic value of vested shares under options at December 31, 2012 was $7.0 million.

        Proceeds received from options exercised under the 2006 Incentive Plan for the years ended December 31, 2012, 2011 and 2010 were $51.6 million, $30.8 million and $6.3 million, respectively. The total intrinsic value (at exercise) of options exercised during the years ended December 31, 2012, 2011 and 2010 was $51.0 million, $13.4 million and $2.3 million, respectively.

        The fair value of the stock options granted during the years ended December 31, 2012, 2011 and 2010 was estimated on the date of grant using a Black-Scholes option valuation model that uses the assumptions described below. The risk-free rate is based on the U.S. Treasury yield curve in effect at the grant date. The expected life (estimated period of time outstanding) of the stock options granted was estimated using the historical exercise behavior of employees and turnover rates. For stock options granted in 2012, 2011 and 2010, the expected volatility was based on the average of the Company's: (i) historical volatility of the adjusted closing prices of its common stock for a period equal to the stock option's expected life, ending on the grant date, calculated on a weekly basis and (ii) the implied volatility of traded options on its common stock for a period equal to 30 days ending on the grant date. For stock options granted prior to 2010, the expected volatility was based on the Company's historical volatility of the adjusted closing prices of its common stock for a period equal to the stock option's expected life, ending on the grant date and calculated on a weekly basis. The following table summarizes the Company's stock option valuation assumptions used with respect to stock options awarded in 2012, 2011 and 2010:

 
  2012   2011   2010  

Risk-free rate

    1.09 %   2.58 %   2.77 %

Expected life (in years)

    5.9     6.5     6.3  

Expected volatility

    32.7 %   31.8 %   35.0 %

Expected dividend yield

    5.9 %   6.1 %   6.2 %

        Under the 2006 Incentive Plan, restricted stock and performance restricted stock units generally have a contractual life or vest over a three- to five-year period. The vesting of certain restricted shares

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

and units may accelerate, as provided in the 2006 Incentive Plan or in the applicable award agreement, upon retirement, a change in control or other specified events. When vested, each performance restricted stock unit is convertible into one share of common stock. The restricted stock and performance restricted stock units are valued on the grant date based on the closing market price of the Company's common stock on that date. Generally, the Company recognizes the fair value of the awards over the applicable vesting period as compensation expense. Upon any exercise or payment of restricted shares or units, the participant is required to pay the related tax withholding obligation. Participants generally have the flexibility to elect to have the Company reduce the number of shares to be delivered to pay the related tax withholding obligation. The value of the shares withheld is dependent on the closing market price of the Company's common stock on the date that the relevant transaction occurs. During 2012, 2011 and 2010, the Company withheld 361,000, 136,000 and 154,000 shares, respectively, to offset tax withholding obligations with respect to the restricted stock and restricted stock unit awards.

        The following table summarizes additional information concerning restricted stock and restricted stock units at December 31, 2012 (units and shares in thousands):

 
  Restricted
Stock
Units
  Weighted
Average
Grant Date
Fair Value
  Restricted
Shares
  Weighted
Average
Grant Date
Fair Value
 

Unvested at January 1, 2012

    1,478   $ 32.59     339   $ 27.75  

Granted

    456     41.67         N/A  

Vested

    (707 )   33.03     (186 )   27.55  

Forfeited

    (7 )   38.29     (8 )   26.72  
                       

Unvested at December 31, 2012

    1,220     35.16     145     27.24  
                       

        At December 31, 2012, the weighted average remaining vesting period of restricted stock units and restricted stock was three years. The total fair values (at vesting) of restricted stock and restricted stock units which vested for the years ended December 31, 2012, 2011 and 2010 were $38.6 million, $14.4 million and $12.5 million, respectively.

        As the Company pays dividends on its outstanding common stock, holders of restricted stock awards are generally entitled to any dividends on the underlying restricted shares, and holders of restricted stock units generally have the right to a cash payment equal to the dividends that would be paid on a number of shares of Company common stock equal to the number of outstanding units subject to the award.

        On August 14, 2006, the Company granted 219,000 restricted stock units to the Company's Chairman and Chief Executive Officer. The restricted stock units vest over a period of 10 years beginning in 2012, subject to accelerated vesting in certain circumstances as provided in the applicable award agreement and the Company's employment agreement with its Chief Executive Officer. Each vested unit will be convertible, upon payment of the award, into one share of common stock. Additionally, as the Company pays dividends on its outstanding common stock, the original award will be credited with additional restricted stock units as dividend equivalents (in lieu of receiving a cash payment). Generally, the dividend equivalent restricted stock units will be subject to the same vesting and other conditions as applied to the grant. At December 31, 2012, the total number of restricted stock units under this arrangement was approximately 317,000.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        In 2012, the Company implemented a clawback policy that is retroactive to prior years pursuant to which its Board of Directors or Compensation Committee shall, in such circumstances as it determines to be appropriate, require reimbursement or cancellation of all or a portion of any short or long-term cash or equity incentive awards or payments to an officer (or former officer, as the case may be) of the Company where: (1) the amount of, or number of shares included in, any such payment or award was determined based on the achievement of financial results that were subsequently the subject of an accounting restatement due to noncompliance with any financial reporting requirement under the securities laws; and (2) a lesser payment or award of cash or shares would have been made to the individual based upon the restated financial results; and (3) the payment or award of cash or shares was received by the individual prior to or during the 12-month period following the first public issuance or filing of the financial results that were subsequently restated.

        Total share-based compensation expense recognized during the years ended December 31, 2012, 2011 and 2010 was $23.3 million, $20.2 million and $15.1 million, respectively. As of December 31, 2012, there was $41.6 million of deferred compensation cost associated with future employee services, related to unvested share-based compensation arrangements granted under the Company's incentive plans, which is expected to be recognized over a weighted average period of three years.

        The Company maintains a 401(k) and profit sharing plan that allows for eligible participants to defer compensation, subject to certain limitations imposed by the Code. The Company provides a matching contribution of up to 4% of each participant's eligible compensation. During 2012, 2011 and 2010, the Company's matching contributions were approximately $0.8 million, $0.8 million and $0.9 million, respectively.

(17) Impairments

        During the year ended December 31, 2012, the Company executed an expansion of its tenant relationship with General Atomics in Poway, CA, to a total of 396,000 square feet, consisting of the following: (i) a lease extension of 281,000 square feet through June 2024, (ii) a new 10—year lease for a 115,000 square feet building to be developed and (iii) the purchase of a 19 acre land parcel from the Company for $19 million. As a result of the land sale the Company recognized an impairment charge of $7.9 million, which reduced the carrying value of the Company's investment from $27 million to the $19 million sales price. The fair value of the Company's land parcel was based on the sales price from its disposition in conjunction with this transaction. The sales price of the land parcel was considered to be a Level 3 measurement within the fair value hierarchy.

        During the year ended December 31, 2011, the Company concluded that its senior secured term loan to Delphis was impaired and established a provision for losses (impairment) of $15.4 million. The impairment resulted from the Company's conclusion that the carrying value of its loan was in excess of the fair value of the loan's underlying collateral assets. This provision for losses reduced the carrying value of its investment from $91.1 million to its fair value of $75.7 million. The fair value of the Company's loan investment was based on a discounted cash flow valuation model and inputs considered to be a Level 3 measurement within the fair value hierarchy. Inputs to this valuation model include real estate capitalization rates, discount rates, earnings multiples, industry growth rates and operating margins, some of which influence the Company's expectation of future cash flows from the loan and, accordingly, the fair value of its investment.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        On October 12, 2010, the Company concluded that its 35% interest in HCP Ventures II, which owns 25 senior housing properties leased by Horizon Bay Communities or certain of its affiliates (collectively "Horizon Bay"), was impaired. The impairment resulted from the recent and projected deterioration of the operating performance of the properties leased by Horizon Bay from HCP Ventures II. During the year ended December 31, 2010 the Company recognized an impairment of $71.7 million related to its investment in HCP Ventures II, which reduced the carrying value of its investment from $136.8 million to its fair value of $65.1 million. The fair value of the Company's investment in HCP Ventures II was based on a discounted cash flow valuation model that is considered to be a Level 3 measurement within the fair value hierarchy. Inputs to this valuation model include real estate capitalization rates, discount rates, industry growth rates and operating margins, some of which influence the Company's expectation of future cash flows from HCP Ventures II and, accordingly, the fair value of its investment.

(18) Income Taxes

        For the year ended December 31, 2012, the Company recorded an income tax benefit of $1.6 million, as compared to income tax expense of $1.2 million and $0.4 million for the years ended December 31, 2011 and 2010, respectively. The Company's income tax expense from discontinued operations was insignificant for the years ended December 31, 2012, 2011 and 2010. The Company's deferred income tax expense and its balance in deferred tax assets and liabilities were insignificant as of December 31, 2012, 2011 and 2010.

        The Company files numerous U.S. federal, state and local income and franchise tax returns. With a few exceptions, the Company is no longer subject to U.S. federal, state or local tax examinations by taxing authorities for years prior to 2008.

        At December 31, 2012 and 2011, the tax basis of the Company's net assets is less than the reported amounts by $7.6 billion and $7.4 billion, respectively. The difference between the reported amounts and the tax basis is primarily related to the Slough Estates USA, Inc. ("SEUSA") and HCR ManorCare acquisitions, which occurred in 2007 and 2011, respectively. Both SEUSA and HCR ManorCare were corporations subject to federal and state income taxes. As a result of these acquisitions, the Company succeeded to the tax attributes of SEUSA and HCR ManorCare, including the tax basis in the acquired companies' assets and liabilities. The Company generally will be subject to a corporate-level tax on any taxable disposition of SEUSA's pre-acquisition assets that occur within ten years after its August 1, 2007 acquisition, and any taxable disposition of HCR ManorCare's pre-acquisition assets that occur within ten years after its April 7, 2011 acquisition.

        The corporate-level tax associated with the disposition of assets acquired in connection with the SEUSA and HCR ManorCare acquisitions would be assessed only to the extent of the built-in gain that existed on the date of each acquisition, based on the fair market value of the assets on August 1, 2007, with respect to SEUSA, and April 7, 2011, with respect to HCR ManorCare. The Company does not expect to dispose of any assets included in either acquisition that would result in the imposition of a material tax liability. As a result, the Company has not recorded a deferred tax liability associated with this corporate-level tax. Gains from asset dispositions occurring more than 10 years after either acquisition will not be subject to this corporate-level tax. However, from time to time, the Company may dispose of SEUSA or HCR ManorCare assets before the applicable 10-year periods if it is able to effect a tax deferred exchange.

        In connection with the SEUSA and HCR ManorCare acquisitions, the Company assumed unrecognized tax benefits of $8 million and $2 million, respectively. During 2011, the Company had a

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

net decrease in unrecognized tax benefits of $4.9 million. The decrease was caused by the reversal of the remaining $6.9 million in unrecognized tax benefits related to the SEUSA acquisition caused by SEUSA's settlement of federal and state tax audits for all years for which unrecognized tax benefits had been accrued, net of a $2.0 million increase in unrecognized tax benefits assumed in connection with the HCR ManorCare acquisition. At December 31, 2012 and 2011, the entire $2.0 million balance in unrecognized tax benefits was related to HCP's acquisition of HCR ManorCare.

        A reconciliation of the Company's beginning and ending unrecognized tax benefits follows (in thousands):

 
  Amount  

Balance at January 1, 2010

  $ 7,975  

Reductions based on prior years' tax positions

    (1,085 )

Additions based on 2010 tax positions

     
       

Balance at December 31, 2010

    6,890  

Additions based on prior years' tax positions

    1,783  

Reductions based on prior years' tax positions

    (6,890 )

Additions based on 2011 tax positions

    194  
       

Balance at December 31, 2011

    1,977  

Reductions based on prior years' tax positions

     

Additions based on 2012 tax positions

     
       

Balance at December 31, 2012

  $ 1,977  
       

        The Company anticipates that the balance in unrecognized tax benefits will decrease over the next 12 months by approximately $891,000 due to a lapse in the statute of limitations.

        For the year ended December 31, 2012, the Company recorded an insignificant increase to interest expense associated with the unrecognized tax benefits. Due to the reversal of the remaining balance of the SEUSA unrecognized tax benefits during 2011, the related $1.3 million of interest expense was also reversed. During the years ended December 31, 2011 and 2010, the Company recorded net reductions to interest expense of $1.1 million and net increases to interest expense of $0.2 million, respectively, associated with the unrecognized tax benefits.

        The Company has agreements with the sellers of SEUSA and HCR ManorCare whereby any increases in taxes and associated interest and penalties related to years prior to each of these acquisitions will be the responsibility of the sellers. Similarly, any pre-acquisition tax refunds and associated interest income will be refunded to the sellers.

        There would be no effect on the Company's tax rate if the unrecognized tax benefits were to be recognized.

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(19) Earnings Per Common Share

        The following table illustrates the computation of basic and diluted earnings per share (dollars in thousands, except per share data):

 
  Year Ended December 31,  
 
  2012   2011   2010  

Numerator

                   

Income from continuing operations

  $ 812,884   $ 547,338   $ 315,346  

Noncontrolling interests' share in continuing operations

    (12,411 )   (15,484 )   (13,563 )
               

Income from continuing operations applicable to HCP, Inc. 

    800,473     531,854     301,783  

Preferred stock dividends

    (17,006 )   (21,130 )   (21,130 )

Participating securities' share in continuing operations

    (3,245 )   (2,459 )   (2,081 )
               

Income from continuing operations applicable to common shares

    780,222     508,265     278,572  

Discontinued operations

    33,958     7,156     29,049  

Noncontrolling interests' share in discontinued operations

    (1,891 )   (119 )   (123 )
               

Net income applicable to common shares

  $ 812,289   $ 515,302   $ 307,498  
               

Denominator

                   

Basic weighted average common shares

    427,047     398,446     305,574  

Dilutive potential common shares

    1,269     1,772     1,326  
               

Diluted weighted average common shares

    428,316     400,218     306,900  
               

Basic earnings per common share

                   

Income from continuing operations

  $ 1.83   $ 1.28   $ 0.91  

Discontinued operations

    0.07     0.01     0.10  
               

Net income applicable to common stockholders

  $ 1.90   $ 1.29   $ 1.01  
               

Diluted earnings per common share

                   

Income from continuing operations

  $ 1.83   $ 1.28   $ 0.91  

Discontinued operations

    0.07     0.01     0.09  
               

Net income applicable to common shares

  $ 1.90   $ 1.29   $ 1.00  
               

        Restricted stock and certain of the Company's performance restricted stock units are considered participating securities, because dividend payments are not forfeited even if the underlying award does not vest, which require the use of the two-class method when computing basic and diluted earnings per share.

        Options to purchase approximately 0.6 million, 1.1 million and 1.9 million shares of common stock that had an exercise price in excess of the average market price of the common stock during the years ended December 31, 2012, 2011 and 2010, respectively, were not included because they are anti-dilutive. Additionally, six million shares issuable upon conversion of four million DownREIT units during the years ended December 31, 2012, 2011 and 2010 were not included because they are anti-dilutive.

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(20) Supplemental Cash Flow Information

 
  Year Ended December 31,  
 
  2012   2011   2010  
 
  (in thousands)
 

Supplemental cash flow information:

                   

Interest paid, net of capitalized interest

  $ 389,753   $ 348,455   $ 282,750  

Income taxes paid

    1,790     1,710     1,765  

Capitalized interest

    23,360     26,402     21,664  

Supplemental schedule of non-cash investing activities:

                   

Loan received upon real estate disposition

            21,519  

Accrued construction costs

    14,157     11,525     3,558  

Settlement of loans receivable as consideration for the HCR ManorCare Acquisition

        1,990,406      

Supplemental schedule of non-cash financing activities:

                   

Restricted stock issued

            224  

Vesting of restricted stock units

    707     228     276  

Cancellation of restricted stock

    8     35     52  

Conversion of non-managing member units into common stock

    24,988     3,456     6,135  

Noncontrolling interests issued in connection with acquisitions

    42,734     1,500     9,267  

Mortgages included in the consolidation of HCP Ventures II

        635,182      

Mortgages and other liabilities assumed with real estate acquisitions

    60,597     57,869     30,299  

Unrealized gains (losses), net on available for sale securities and derivatives designated as cash flow hedges

    4,649     (9,763 )   (59 )

        See additional information regarding supplemental non-cash financing activities related to of the HCR ManorCare Acquisition in Notes 3 and 7, the HCP Ventures II purchase in Note 8 and preferred stock redemption in Note 13.

(21) Variable Interest Entities

        At December 31, 2012, the Company leased 48 properties to a total of seven VIE tenants and had an additional investment in a loan to a VIE borrower. The Company has determined that it is not the primary beneficiary of these VIEs. The carrying value and classification of the related assets, liabilities and maximum exposure to loss as a result of the Company's involvement with these VIEs are presented below at December 31, 2012 (in thousands):

VIE Type
  Maximum Loss
Exposure(1)
  Asset/Liability Type   Carrying
Amount
 

VIE tenants—operating leases

  $ 297,497   Lease intangibles, net and straight-line rent receivables   $ 15,061  

VIE tenants—DFLs

    1,121,708   Net investment in DFLs     598,819  

Loan—senior secured

    30,652   Loans receivable, net     30,652  

(1)
The Company's maximum loss exposure related to the VIE tenants represents the future minimum lease payments over the remaining term of the respective leases, which may be mitigated by re-leasing the properties to new tenants. The Company's maximum loss exposure related to its loan to the VIE represents its current aggregate carrying amount. See Note 12 for additional information on the VIE tenants.

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        As of December 31, 2012, the Company has not provided, and is not required to provide, financial support through a liquidity arrangement or otherwise, to its unconsolidated VIEs, including circumstances in which it could be exposed to further losses (e.g., cash shortfalls).

        The Company holds an interest-only, senior secured term loan made to a borrower (Delphis Operations, L.P.) that has been identified as a VIE (see Note 7 for additional information on the Delphis loan). The Company does not consolidate the VIE because it does not have the ability to control the activities that most significantly impact the VIE's economic performance. The loan is collateralized by all of the assets of the borrower (comprised primarily of interests in partnerships that operate surgical facilities, some of which are on the premises of properties owned by the Company or HCP Ventures IV, LLC) and is supported in part by limited guarantees made by certain former and current principals of the borrower. Recourse under certain of these guarantees is limited to the guarantors' respective ownership interests in certain entities owning real estate that are pledged to secure such guarantees.

        In September 2011, the Company formed a partnership in which it has a 90% ownership interest and a leasing relationship with an entity that operates 21 properties in a RIDEA structure ("RIDEA Entity"). The Company consolidated this entity as a result of the rights it acquired through the joint venture agreement with Brookdale (see Note 12 for additional information on the RIDEA structure). In the fourth quarter of 2012, upon the occurrence of a reconsideration event, it was determined that this RIDEA Entity is a VIE and that the Company is the primary beneficiary; therefore, the Company continues to consolidate this entity. The assets and liabilities of this RIDEA Entity substantially consist of cash and cash equivalents, accounts receivables, and accounts payable and accrued liabilities generated from its operating activities. The assets generated by the operating activities of the RIDEA Entity may be used to settle its contractual obligations, which include lease obligations to the Company. The Company is entitled to its ownership share of the RIDEA Entity's assets; however, it does not guarantee its liabilities (or contractual obligations) and is not liable to its general creditors.

        During 2010, the Company had leasing relationships with a total of four VIE tenants, related to 27 properties, whose operations were not consolidated by the Company prior to August 31, 2010 because it did not have the ability to control the activities (i.e., recurring operating activities) that most significantly impact the VIEs' economic performance. On August 31, 2010, the Company entered into a settlement agreement with Sunrise, whereby it determined that it had acquired the ability to control the activities that most significantly impact the VIEs' economic performance. As a result, the Company consolidated the four VIEs for the period from August 31, 2010 (the date of the settlement agreement with Sunrise) to November 1, 2010 (the date these 27 properties were transitioned and leased to Emeritus). See Note 12 for additional information regarding the VIE tenants.

        See Notes 7 and 12 for additional description of the nature, purpose and activities of the Company's VIEs and interests therein.

(22) Fair Value Measurements

        The following table illustrates the Company's financial assets and liabilities measured at fair value on a recurring basis in the consolidated balance sheets. Recognized gains and losses are recorded in other income, net on the Company's consolidated statements of income. During the year ended December 31, 2012, there were no transfers of financial assets or liabilities between levels within the fair value hierarchy.

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        The financial assets and liabilities carried at fair value on a recurring basis at December 31, 2012 are as follows (in thousands):

Financial assets and liabilities
  Fair Value   Level 1   Level 2   Level 3  

Marketable equity securities

  $ 24,829   $ 24,829   $   $  

Interest-rate swap asset(1)

    89         89      

Interest-rate swap liabilities(1)

    (12,699 )       (12,699 )    

Currency swap liabilities(1)

    (2,641 )       (2,641 )    

Warrants(1)

    670             670  
                   

  $ 10,248   $ 24,829   $ (15,251 ) $ 670  
                   

(1)
Interest rate and currency swaps as well as common stock warrant fair values are determined based on observable and unobservable market assumptions utilizing standardized derivative pricing models.

(23) Disclosures About Fair Value of Financial Instruments

        The carrying values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued liabilities are reasonable estimates of fair value because of the short-term maturities of these instruments. The fair values of loans receivable, bank line of credit, term loan, mortgage debt and other debt are based on rates currently prevailing for similar instruments with similar maturities. The fair values of the marketable debt securities, interest-rate and currency swap contracts as well as common stock warrants were determined based on observable and unobservable market assumptions using standardized pricing models. The fair values of the senior unsecured notes and marketable equity securities are determined utilizing market quotes.

        The table below summarizes the carrying amounts and fair values of the Company's financial instruments:

 
  December 31,  
 
  2012   2011  
 
  Carrying
Amount
  Fair Value   Carrying
Amount
  Fair Value  
 
  (in thousands)
 

Loans receivable, net(2)

  $ 276,030   $ 279,850   $ 110,253   $ 111,073  

Marketable debt securities(3)

    222,809     234,137          

Marketable equity securities(1)

    24,829     24,829     17,053     17,053  

Warrants(3)

    670     670     1,334     1,334  

Bank line of credit(2)

            454,000     454,000  

Term loan(2)

    222,694     222,694          

Senior unsecured notes(1)

    6,712,624     7,432,012     5,416,063     5,819,304  

Mortgage debt(2)

    1,676,544     1,771,155     1,764,571     1,870,070  

Other debt(2)

    81,958     81,958     87,985     87,985  

Interest-rate swap asset(2)

    89     89          

Interest-rate swap liability(2)

    12,699     12,699     12,123     12,123  

Currency swap liabilities(2)

    2,641     2,641          

(1)
Level 1: Fair value calculated based on quoted prices in active markets.

(2)
Level 2: Fair value based on quoted prices for similar or identical instruments in active or inactive markets, respectively, or calculated utilizing model-derived valuations in which significant inputs or value drivers are observable in active markets.

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(3)
Level 3: Fair value determined based on significant unobservable market inputs using standardized derivative pricing models.

(24) Derivative Financial Instruments

        The following table summarizes the Company's outstanding interest-rate swap contracts as of December 31, 2012 (dollars and GBP in thousands):

Date Entered
  Maturity Date   Hedge
Designation
  Fixed
Rate/Buy
Amount
  Floating/Exchange Rate Index   Notional/Sell
Amount
  Fair Value(1)  

July 2005(2)

  July 2020   Cash Flow     3.82 % BMA Swap Index   $   45,600   $ (8,666 )

November 2008(3)

  October 2016   Cash Flow     5.95 % 1 Month LIBOR+1.50%     27,000     (3,878 )

July 2009(4)

  July 2013   Cash Flow     6.13 % 1 Month LIBOR+3.65%     13,700     (155 )

July 2012(4)

  June 2016   Cash Flow     1.81 % 1 Month GBP LIBOR+1.20%     £137,000     89  

July 2012(5)

  June 2016   Cash Flow   $ 79,600   Buy USD/Sell GBP     £  50,700     (2,641 )

(1)
Interest-rate and foreign currency swap assets are recorded in other assets, net and interest-rate and foreign currency swap liabilities are recorded in accounts payable and accrued liabilities on the consolidated balance sheets.

(2)
Represents three interest-rate swap contracts with an aggregate notional amount of $45.6 million which hedge fluctuations in interest payments on variable-rate secured debt due to overall changes in hedged cash flows.

(3)
Acquired in conjunction with mortgage debt assumed related to real estate acquired on December 28, 2010. Hedges fluctuations in interest payments on variable-rate secured debt due to fluctuations in the underlying benchmark interest rate.

(4)
Hedges fluctuations in interest payments on variable-rate secured and unsecured debt due to fluctuations in the underlying benchmark interest rate.

(5)
Currency swap contract (buy USD/sell GBP) hedges the foreign currency exchange risk related to a portion of the Company's forecasted interest receipts on GBP denominated senior unsecured notes. Represents seven foreign exchange contracts to sell £7.2 million at a rate of $1.5695 on various dates between June 2013 and June 2016.

        The Company uses derivative instruments to mitigate the effects of interest rate and foreign currency fluctuations on specific forecasted transactions as well as recognized financial obligations or assets. The Company does not use derivative instruments for speculative or trading purposes.

        The primary risks associated with derivative instruments are market and credit risk. Market risk is defined as the potential for loss in value of a derivative instrument due to adverse changes in market prices. Utilizing derivative instruments allows the Company to manage the risk of fluctuations in interest and foreign currency rates related to the potential impact these changes could have on future earnings, forecasted cash flows and the fair value of recognized obligations.

        Credit risk is the risk that one of the parties to a derivative contract fails to perform or meet their financial obligation. The Company does not obtain collateral associated with its derivative contracts, but monitors the credit standing of its counterparties on a regular basis. Should a counterparty fail to perform, the Company would incur a financial loss to the extent that the associated derivative contract was in an asset position. At December 31, 2012, the Company does not anticipate non-performance by the counterparties to its outstanding derivative contracts.

        During October and November 2007, the Company entered into two forward- starting interest-rate swap contracts with an aggregate notional amount of $900 million and settled the contracts during the three months ended June 30, 2008. The settlement value, less the ineffective portion of the hedging relationships, was recorded to accumulated other comprehensive income to be reclassified into interest expense over the forecasted term of the underlying unsecured fixed-rate debt. The interest-rate swap contracts were designated in qualifying, cash flow hedging relationships, to hedge the Company's

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

exposure to fluctuations in the benchmark interest rate component of interest payments on forecasted, unsecured, fixed-rate debt that were expected to be issued in 2012 and 2013. During 2010, the Company revised its estimated issuance date for the underlying unsecured, fixed-rate debt. As a result, the Company recognized a $1.0 million charge in other income, net, during the year ended December 31, 2010, related to the interest payments that were no longer probable of occurring.

        In August 2009, the Company entered into an interest-rate swap contract (pay float and receive fixed), that was designated as hedging fluctuations in interest receipts related to its participation in the variable-rate first mortgage debt of HCR ManorCare. At March 31, 2011 the Company determined, based on the anticipated closing of the HCR ManorCare Acquisition during April 2011, that the underlying hedged transactions (underlying mortgage debt interest receipts) were not probable of occurring. As a result, the Company reclassified $1 million of unrealized gains related to this interest-rate swap contract into other income, net. Concurrent with closing the HCR ManorCare Acquisition (for additional details see Note 3), the Company settled the interest-rate swap contract for proceeds of $1 million.

        On July 27, 2012, the Company entered into a foreign currency swap contracts to hedge the foreign currency exchange risk related to a portion of the forecasted interest receipts from its GBP denominated senior unsecured notes (see additional discussion of the Four Seasons Health Care Senior Unsecured Notes in Note 10). The cash flow hedge has a fixed USD/GBP exchange rate of 1.5695 (buy $11.4 million and sell £7.2 million semi-annually) for a portion of its forecasted semi-annual cash receipts denominated in GBP. The foreign currency swap contracts mature through June 2016 (the end of the non-call period of the senior unsecured notes). The fair value of the contracts at December 31, 2012 was a liability of $2.6 million and is included in accounts payable and accrued liabilities. During the year ended December 31, 2012, there was no ineffective portion related to this hedge.

        On July 27, 2012, the Company entered into an interest-rate swap contract that is designated as hedging the interest payments on its GBP denominated Term Loan due to fluctuations in the underlying benchmark interest rate (see additional discussions of the Term Loan in Note 11). The cash flow hedge has a notional amount of £137 million and expires in June 2016 (the maturity of the Term Loan). The fair value of the contract at December 31, 2012 was an asset of $89,000 and is included in other assets, net. During the year ended December 31, 2012, there was no ineffective portion related to this hedge.

        For the year ended December 31, 2012, the Company earned lower interest income of $209,000 and recognized additional interest expense of $3.3 million, resulting from its cash flow and fair value hedging relationships. At December 31, 2012, the Company expects that the hedged forecasted transactions for each of the outstanding qualifying cash flow hedging relationships remain probable of occurring and as a result no gains or losses recorded to accumulated other comprehensive loss are expected to be reclassified to earnings.

        To illustrate the effect of movements in the interest rate and foreign currency markets, the Company performed a market sensitivity analysis on its outstanding hedging instruments. The Company applied various basis point spreads to the underlying interest rate curves and foreign currency exchange

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

rates of the derivative portfolio in order to determine the instruments' change in fair value. The following table summarizes the results of the analysis performed (dollars in thousands):

 
   
  Effects of Change in Interest and Foreign
Currency Rates
 
Date Entered
  Maturity Date   +50 Basis
Points
  -50 Basis
Points
  +100 Basis
Points
  -100 Basis
Points
 

July 2005

  July 2020   $ 1,675   $ (1,578 ) $ 3,301   $ (3,204 )

November 2008

  October 2016     516     (468 )   1,008     961  

July 2009

  July 2013     33     (36 )   67     (70 )

July 2012

  June 2016     3,906     (3,694 )   7,706     (7,494 )

July 2012

  June 2016     (588 )   237     (1,000 )   649  

(25) Transactions with Related Parties

        Mr. Klaritch, an executive vice president of the Company, was previously a senior executive and limited liability company member of MedCap Properties, LLC, which was acquired in October 2003 by HCP and a joint venture of which HCP was the managing member. As part of that transaction, MedCap Properties, LLC contributed certain property interests to a newly-formed entity, HCPI/Tennessee LLC, in exchange for DownREIT units. In connection with the transactions, Mr. Klaritch received 113,431 non-managing member units in HCPI/Tennessee, LLC in a distribution of his interest in MedCap Properties, LLC. Each DownREIT unit is redeemable for an amount of cash approximating the then-current market value of two shares of HCP's common stock or, at HCP's option, two shares of HCP's common stock (subject to certain adjustments, such as stock splits, stock dividends and reclassifications). During the year ended December 31, 2012, Mr. Klaritch and his affiliates exchanged their remaining approximately 45,000 HCPI/Tennessee, LLC DownREIT units for approximately 90,000 shares of the Company's common stock.

(26) Selected Quarterly Financial Data

        Selected quarterly information for the years ended December 31, 2012 and 2011 is as follows (in thousands, except per share amounts). Results of operations for properties sold or to be sold have been classified as discontinued operations for all periods presented:

 
  Three Months Ended During 2012  
 
  March 31   June 30   September 30   December 31  
 
  (in thousands, except per share data, unaudited)
 

Total revenues

  $ 455,827   $ 461,251   $ 475,157   $ 508,487  

Income before income taxes and equity income from and impairments of investments in unconsolidated joint ventures

    179,808     190,016     183,897     203,072  

Total discontinued operations

    2,371     (597 )   1,153     31,031  

Net income

    196,564     204,975     199,043     246,260  

Net income applicable to HCP, Inc. 

    193,380     202,024     196,108     241,028  

Dividends paid per common share

    0.50     0.50     0.50     0.50  

Basic earnings per common share

    0.43     0.48     0.46     0.54  

Diluted earnings per common share

    0.43     0.48     0.45     0.53  

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


 
  Three Months Ended During 2011  
 
  March 31   June 30   September 30   December 31  
 
  (in thousands, except per share data, unaudited)
 

Total revenues

  $ 327,960   $ 484,941   $ 440,914   $ 458,281  

Income before income taxes and equity income from and impairments of investments in unconsolidated joint ventures

    71,602     217,897     157,464     54,875  

Total discontinued operations

    1,621     1,653     962     2,920  

Net income

    73,984     234,252     175,471     70,787  

Net income applicable to HCP, Inc. 

    70,093     228,759     172,195     67,844  

Dividends paid per common share

    0.48     0.48     0.48     0.48  

Basic earnings per common share

    0.17     0.55     0.41     0.15  

Diluted earnings per common share

    0.17     0.55     0.41     0.15  

        The above selected quarterly financial data includes the following significant transactions:

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HCP, Inc.

Schedule II: Valuation and Qualifying Accounts

December 31, 2012


(In thousands)

Allowance Accounts(1)
   
  Additions   Deductions    
 
Year Ended
December 31,
  Balance at
Beginning of Year
  Amounts
Charged
Against
Operations, net
  Acquired
Properties
  Uncollectible
Accounts
Written-off
  Disposed
Properties
  Balance at
End of Year
 

2012

  $ 49,209   $ 3,724   $   $ (960 ) $ (3,374 ) $ 48,599  

2011

    43,740     13,316     2     (4,673 )   (3,176 )   49,209  

2010

    129,505     8,519         (93,858 )   (426 )   43,740  

(1)
Includes allowance for doubtful accounts, straight-line rent reserves, and allowances for loan and direct financing lease losses.

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HCP, Inc.

Schedule III: Real Estate and Accumulated Depreciation

December 31, 2012

(Dollars in thousands)

 
   
   
   
   
   
   
  Gross Amount at Which Carried
As of December 31, 2012
   
   
   
 
 
   
   
   
  Initial Cost to Company    
   
   
  Life on Which
Depreciation in
Latest Income
Statement is
Computed
 
 
   
   
   
  Costs
Capitalized
Subsequent to
Acquisition
   
   
 
City
  State   Encumbrances at
December 31, 2012
  Land   Buildings and
Improvements
  Land   Buildings and
Improvements
  Total(1)   Accumulated
Depreciation
  Year
Acquired/
Constructed
 

Senior housing

                                                                 

1107

  Huntsville   AL   $   $ 307   $ 5,813   $   $ 307   $ 5,453   $ 5,760   $ (852 )   2006     40  

1154

  Little Rock   AR         1,922     14,140     445     2,046     13,967     16,013     (2,203 )   2006     39  

0786

  Douglas   AZ         110     703         110     703     813     (265 )   2005     35  

2087

  Prescott   AZ         1,803     8,134         1,803     8,134     9,937     (51 )   2012     45  

1974

  Sun City   AZ     33,024     2,640     33,223     236     2,640     33,458     36,098     (2,563 )   2011     30  

0518

  Tucson   AZ     31,983     2,350     24,037         2,350     24,037     26,387     (7,411 )   2002     30  

1238

  Beverly Hills   CA         9,872     32,590     2,123     9,872     33,988     43,860     (5,442 )   2006     40  

1149

  Camarillo   CA         5,798     19,427     575     5,822     19,202     25,024     (2,927 )   2006     40  

1006

  Carlsbad   CA         7,897     14,255     363     7,897     13,827     21,724     (2,169 )   2006     40  

0883

  Carmichael   CA         4,270     13,846         4,270     13,236     17,506     (2,013 )   2006     40  

0851

  Citrus Heights   CA         1,180     8,367         1,180     8,037     9,217     (1,762 )   2006     29  

2092

  Clearlake   CA         354     4,799         354     4,799     5,153     (25 )   2012     45  

0790

  Concord   CA     25,000     6,010     39,601         6,010     38,301     44,311     (7,085 )   2005     40  

2181

  Corona   CA     2     2,719     10,051         2,719     10,051     12,770     (27 )   2012     45  

0787

  Dana Point   CA         1,960     15,946         1,960     15,466     17,426     (2,867 )   2005     39  

1152

  Elk Grove   CA         2,235     6,339     262     2,235     6,448     8,683     (973 )   2006     40  

0798

  Escondido   CA     14,340     5,090     24,253         5,090     23,353     28,443     (4,330 )   2005     40  

2054

  Fortuna   CA         1,248     2,865         1,248     2,865     4,113     (18 )   2012     50  

2079

  Fortuna   CA         1,346     11,856         1,346     11,856     13,202     (57 )   2012     45  

0791

  Fremont   CA     9,059     2,360     11,672         2,360     11,192     13,552     (2,075 )   2005     40  

1965

  Fresno   CA     22,909     1,730     31,918     1,424     1,730     33,342     35,072     (2,402 )   2011     30  

0788

  Granada Hills   CA         2,200     18,257         2,200     17,637     19,837     (3,270 )   2005     39  

1156

  Hemet   CA         1,270     5,966     214     1,271     5,933     7,204     (906 )   2006     40  

0856

  Irvine   CA         8,220     14,104         8,220     13,564     21,784     (1,934 )   2006     45  

0227

  Lodi   CA     8,880     732     5,453         732     5,453     6,185     (2,228 )   1997     35  

0226

  Murietta   CA     5,967     435     5,729         435     5,729     6,164     (2,274 )   1997     35  

1165

  Northridge   CA         6,718     26,309     549     6,752     26,015     32,767     (4,001 )   2006     40  

1561

  Orangevale   CA         2,160     8,522     1,000     2,160     9,522     11,682     (1,906 )   2008     40  

1168

  Palm Springs   CA         1,005     5,183     396     1,005     5,217     6,222     (770 )   2006     40  

0789

  Pleasant Hill   CA     6,270     2,480     21,333         2,480     20,633     23,113     (3,826 )   2005     40  

1166

  Rancho Mirage   CA         1,798     24,053     475     1,812     23,600     25,412     (3,628 )   2006     40  

2065

  Roseville   CA         692     21,662         692     21,662     22,354     (94 )   2012     45  

1008

  San Diego   CA         6,384     32,072     222     6,384     31,191     37,575     (4,901 )   2006     40  

1007

  San Dimas   CA         5,628     31,374     208     5,630     30,786     36,416     (4,835 )   2006     40  

1009

  San Juan Capistrano   CA         5,983     9,614     189     5,983     9,516     15,499     (1,507 )   2006     40  

1167

  Santa Rosa   CA         3,582     21,113     665     3,627     20,964     24,591     (3,196 )   2006     40  

0793

  South San Francisco   CA     10,449     3,000     16,586         3,000     16,056     19,056     (2,970 )   2005     40  

1966

  Sun City   CA     17,343     2,650     22,709     857     2,650     23,567     26,217     (1,938 )   2011     30  

0792

  Ventura   CA     9,873     2,030     17,379         2,030     16,749     18,779     (3,106 )   2005     40  

1155

  Yorba Linda   CA         4,968     19,290     308     5,030     18,740     23,770     (2,896 )   2006     40  

2055

  Yreka   CA         565     9,184         565     9,184     9,749     (49 )   2012     45  

1232

  Colorado Springs   CO         1,910     24,479     400     1,910     23,915     25,825     (3,689 )   2006     40  

0512

  Denver   CO     49,164     2,810     36,021     1,885     2,810     37,906     40,716     (11,177 )   2002     30  

1233

  Denver   CO         2,511     30,641     342     2,528     30,163     32,691     (4,696 )   2006     40  

2146

  Denver   CO         875     5,693         875     5,693     6,568     (33 )   2012     45  

1000

  Greenwood Village   CO         3,367     43,610         3,367     42,814     46,181     (6,037 )   2006     40  

1234

  Lakewood   CO         3,012     31,913     321     3,012     31,437     34,449     (4,870 )   2006     40  

2091

  Montrose   CO         1,378     23,924         1,378     23,924     25,302     (105 )   2012     50  

2085

  Glastonbury   CT         3,743     9,766         3,743     9,766     13,509     (55 )   2012     45  

2144

  Glastonbury   CT         2,258     15,446         2,258     15,446     17,704     (78 )   2012     45  

0730

  Torrington   CT     12,460     166     11,001         166     10,591     10,757     (2,030 )   2005     40  

1010

  Woodbridge   CT         2,352     9,929     224     2,363     9,680     12,043     (1,540 )   2006     40  

0538

  Altamonte Springs   FL         1,530     7,956         1,530     7,136     8,666     (1,783 )   2002     40  

0861

  Apopka   FL     5,816     920     4,816         920     4,716     5,636     (842 )   2006     35  

0852

  Boca Raton   FL         4,730     17,532     2,605     4,730     19,727     24,457     (3,982 )   2006     30  

1001

  Boca Raton   FL     11,523     2,415     17,923         2,415     17,561     19,976     (2,476 )   2006     40  

0544

  Boynton Beach   FL     7,950     1,270     4,773         1,270     4,773     6,043     (1,173 )   2003     40  

1963

  Boynton Beach   FL     34,037     2,550     31,521     37     2,550     31,558     34,108     (2,444 )   2011     30  

1964

  Boynton Beach   FL     4,765     570     5,649     359     570     6,008     6,578     (591 )   2011     30  

0539

  Clearwater   FL         2,250     2,627         2,250     2,627     4,877     (656 )   2002     40  

0746

  Clearwater   FL     17,557     3,856     12,176         3,856     11,321     15,177     (3,079 )   2005     40  

0862

  Clermont   FL     8,236     440     6,518         440     6,418     6,858     (1,146 )   2006     35  

1002

  Coconut Creek   FL     13,779     2,461     16,006         2,461     15,620     18,081     (2,203 )   2006     40  

0492

  Delray Beach   FL     11,316     850     6,637         850     6,637     7,487     (1,459 )   2002     43  

0850

  Gainesville   FL     15,941     1,020     13,490         1,020     13,090     14,110     (2,154 )   2006     40  

F-60


Table of Contents


HCP, Inc.

Schedule III: Real Estate and Accumulated Depreciation (Continued)

December 31, 2012

(Dollars in thousands)

 
   
   
   
   
   
   
  Gross Amount at Which Carried
As of December 31, 2012
   
   
   
 
 
   
   
   
  Initial Cost to Company    
   
   
  Life on Which
Depreciation in
Latest Income
Statement is
Computed
 
 
   
   
   
  Costs
Capitalized
Subsequent to
Acquisition
   
   
 
City
  State   Encumbrances at
December 31, 2012
  Land   Buildings and
Improvements
  Land   Buildings and
Improvements
  Total(1)   Accumulated
Depreciation
  Year
Acquired/
Constructed
 

1095

  Gainesville   FL         1,221     12,226         1,221     12,001     13,222     (1,875 )   2006     40  

0490

  Jacksonville   FL     43,756     3,250     25,936     1,539     3,250     27,475     30,725     (7,966 )   2002     35  

1096

  Jacksonville   FL         1,587     15,616         1,587     15,298     16,885     (2,390 )   2006     40  

0855

  Lantana   FL         3,520     26,452         3,520     25,652     29,172     (5,487 )   2006     30  

1968

  Largo   FL     59,700     2,920     64,989     840     2,920     65,829     68,749     (5,108 )   2011     30  

0731

  Ocoee   FL     16,331     2,096     9,322         2,096     8,801     10,897     (1,687 )   2005     40  

0859

  Oviedo   FL     8,491     670     8,071         670     7,971     8,641     (1,423 )   2006     35  

1970

  Palm Beach Gardens   FL     32,875     4,820     26,572     5,471     4,820     32,043     36,863     (2,283 )   2011     30  

1017

  Palm Harbor   FL         1,462     16,774     500     1,462     16,888     18,350     (2,669 )   2006     40  

0190

  Pinellas Park   FL     3,927     480     3,911         480     3,911     4,391     (1,872 )   1996     35  

0732

  Port Orange   FL     15,242     2,340     9,898         2,340     9,377     11,717     (1,797 )   2005     40  

1971

  Sarasota   FL     27,525     3,050     29,516     393     3,050     29,908     32,958     (2,256 )   2011     30  

0802

  St. Augustine   FL     14,626     830     11,627         830     11,227     12,057     (2,352 )   2005     35  

0692

  Sun City Center   FL     9,746     510     6,120         510     5,865     6,375     (1,424 )   2004     35  

0698

  Sun City Center   FL         3,466     70,810         3,466     69,750     73,216     (16,891 )   2004     34  

1097

  Tallahassee   FL         1,331     19,039         1,331     18,695     20,026     (2,921 )   2006     40  

0224

  Tampa   FL         600     5,566     686     696     6,155     6,851     (1,910 )   1997     45  

0849

  Tampa   FL     12,036     800     11,340         800     10,940     11,740     (1,800 )   2006     40  

1257

  Vero Beach   FL         2,035     34,993     201     2,035     33,634     35,669     (5,252 )   2006     40  

1605

  Vero Beach   FL         700     16,234         700     16,234     16,934     (1,185 )   2010     35  

1976

  West Palm Beach   FL         390     2,241     73     390     2,315     2,705     (206 )   2011     30  

1098

  Alpharetta   GA         793     8,761     342     793     8,817     9,610     (1,387 )   2006     40  

1099

  Atlanta   GA         687     5,507     370     687     5,477     6,164     (869 )   2006     40  

1169

  Atlanta   GA         2,665     5,911     455     2,669     6,092     8,761     (894 )   2006     40  

2108

  Buford   GA         706     3,460         706     3,460     4,166     (20 )   2012     45  

2109

  Buford   GA         1,217     2,461         1,217     2,461     3,678     (16 )   2012     45  

2123

  Buford   GA         1,987     6,561         1,987     6,561     8,548     (38 )   2012     45  

2053

  Canton   GA         613     17,676         613     17,676     18,289     (72 )   2012     50  

2155

  Commerce   GA         537     8,428         537     8,428     8,965     (43 )   2012     45  

2165

  Hartwell   GA         212     6,493         212     6,493     6,705     (30 )   2012     45  

2066

  Lawrenceville   GA         774     2,476         774     2,476     3,250     (19 )   2012     45  

1241

  Lilburn   GA         907     17,340     7     907     16,791     17,698     (2,625 )   2006     40  

2167

  Lithia Springs   GA         1,031     6,954         1,031     6,954     7,985     (40 )   2012     40  

2105

  Macon   GA         547     11,157         547     11,157     11,704     (47 )   2012     45  

1112

  Marietta   GA         894     6,944     440     904     7,108     8,012     (1,118 )   2006     40  

2156

  Marietta   GA         987     4,818         987     4,818     5,805     (28 )   2012     45  

2086

  Newnan   GA         1,424     4,005         1,424     4,005     5,429     (29 )   2012     45  

2147

  Stone Mountain   GA         400     3,046         400     3,046     3,446     (17 )   2012     45  

2118

  Woodstock   GA         764     7,334         764     7,334     8,098     (36 )   2012     45  

2157

  Woodstock   GA         1,926     12,757         1,926     12,757     14,683     (62 )   2012     45  

1088

  Davenport   IA         511     8,039         511     7,868     8,379     (1,229 )   2006     40  

1093

  Marion   IA         502     6,865         502     6,713     7,215     (1,049 )   2006     40  

2166

  Sioux City   IA         197     8,078         197     8,078     8,275     (43 )   2012     45  

1091

  Bloomington   IL         798     13,091         798     12,832     13,630     (2,005 )   2006     40  

1587

  Burr Ridge   IL         2,640     23,902     912     2,704     24,749     27,453     (2,934 )   2010     25  

1089

  Champaign   IL         101     4,207     1,592     279     5,463     5,742     (710 )   2006     40  

1157

  Hoffman Estates   IL         1,701     12,037     244     1,704     11,695     13,399     (1,826 )   2006     40  

1090

  Macomb   IL         81     6,062         81     5,905     5,986     (923 )   2006     40  

1143

  Mt. Vernon   IL         296     15,935     3,562     512     18,949     19,461     (2,654 )   2006     40  

1969

  Niles   IL     31,508     3,790     32,912     926     3,790     33,838     37,628     (2,668 )   2011     30  

1005

  Oak Park   IL     25,989     3,476     35,259         3,476     34,713     38,189     (4,895 )   2006     40  

1961

  Olympia Fields   IL     35,605     4,120     29,400     410     4,120     29,810     33,930     (2,328 )   2011     30  

1162

  Orland Park   IL         2,623     23,154     224     2,623     22,748     25,371     (3,529 )   2006     40  

1092

  Peoria   IL         404     10,050         404     9,840     10,244     (1,538 )   2006     40  

1588

  Prospect Heights   IL         2,680     20,299     953     2,725     21,208     23,933     (2,576 )   2010     25  

1952

  Vernon Hills   IL     52,252     4,900     45,854     336     4,900     46,190     51,090     (3,492 )   2011     30  

1237

  Wilmette   IL         1,100     9,373         1,100     9,149     10,249     (1,430 )   2006     40  

0379

  Evansville   IN         500     9,302         500     7,762     8,262     (2,256 )   1999     45  

1144

  Indianapolis   IN         1,197     7,718         1,197     7,486     8,683     (1,170 )   2006     40  

1145

  Indianapolis   IN         1,144     8,261     7,371     1,144     15,399     16,543     (1,997 )   2006     40  

0457

  Jasper   IN         165     5,952     359     165     6,311     6,476     (2,081 )   2001     35  

2047

  Kokomo   IN         296     3,245         296     3,245     3,541     (93 )   2012     30  

1146

  West Lafayette   IN         813     10,876         813     10,626     11,439     (1,660 )   2006     40  

1170

  Edgewood   KY         1,868     4,934     339     1,916     4,796     6,712     (713 )   2006     40  

0697

  Lexington   KY     8,010     2,093     16,917         2,093     16,299     18,392     (4,615 )   2004     30  

1105

  Louisville   KY         1,499     26,252     240     1,513     25,868     27,381     (4,061 )   2006     40  

F-61


Table of Contents


HCP, Inc.

Schedule III: Real Estate and Accumulated Depreciation (Continued)

December 31, 2012

(Dollars in thousands)

 
   
   
   
   
   
   
  Gross Amount at Which Carried
As of December 31, 2012
   
   
   
 
 
   
   
   
  Initial Cost to Company    
   
   
  Life on Which
Depreciation in
Latest Income
Statement is
Computed
 
 
   
   
   
  Costs
Capitalized
Subsequent to
Acquisition
   
   
 
City
  State   Encumbrances at
December 31, 2012
  Land   Buildings and
Improvements
  Land   Buildings and
Improvements
  Total(1)   Accumulated
Depreciation
  Year
Acquired/
Constructed
 

2115

  Murray   KY         480     7,208         480     7,208     7,688     (40 )   2012     45  

2135

  Paducah   KY         621     16,768         621     16,768     17,389     (68 )   2012     50  

1013

  Danvers   MA         4,616     30,692     243     4,621     30,344     34,965     (4,772 )   2006     40  

1151

  Dartmouth   MA         3,145     6,880     516     3,176     7,117     10,293     (1,049 )   2006     40  

1012

  Dedham   MA         3,930     21,340     267     3,930     21,032     24,962     (3,297 )   2006     40  

1158

  Plymouth   MA         2,434     9,027     441     2,438     8,987     11,425     (1,348 )   2006     40  

1153

  Baltimore   MD         1,684     18,889     380     1,695     18,835     20,530     (2,895 )   2006     40  

1249

  Frederick   MD         609     9,158     89     609     9,003     9,612     (1,415 )   2006     40  

1011

  Pikesville   MD         1,416     8,854     288     1,416     8,681     10,097     (1,404 )   2006     40  

0281

  Westminster   MD     15,295     768     5,251         768     4,853     5,621     (1,444 )   1998     45  

0546

  Cape Elizabeth   ME         630     3,524     93     630     3,617     4,247     (885 )   2003     40  

0545

  Saco   ME         80     2,363     155     80     2,518     2,598     (612 )   2003     40  

1258

  Auburn Hills   MI         2,281     10,692         2,281     10,692     12,973     (1,671 )   2006     40  

1248

  Farmington Hills   MI         1,013     12,119     294     1,013     12,070     13,083     (1,910 )   2006     40  

0696

  Holland   MI     41,447     787     51,410         787     50,172     50,959     (14,243 )   2004     29  

1094

  Portage   MI         100     5,700     4,617     100     9,950     10,050     (1,408 )   2006     40  

0472

  Sterling Heights   MI         920     7,326         920     7,326     8,246     (2,372 )   2001     35  

1259

  Sterling Heights   MI         1,593     11,500         1,593     11,181     12,774     (1,747 )   2006     40  

2143

  Champlin   MN         1,576     26,725         1,576     26,725     28,301     (111 )   2012     50  

1235

  Des Peres   MO         4,361     20,664         4,361     20,046     24,407     (3,132 )   2006     40  

1236

  Richmond Heights   MO         1,744     24,232         1,744     23,548     25,292     (3,679 )   2006     40  

0853

  St. Louis   MO         2,500     20,343         2,500     19,853     22,353     (4,357 )   2006     30  

2081

  St. Peters   MO         1,377     31,508         1,377     31,508     32,885     (154 )   2012     45  

2074

  Oxford   MS         2,003     14,140         2,003     14,140     16,143     (65 )   2012     45  

0842

  Great Falls   MT         500     5,683         500     5,423     5,923     (926 )   2006     40  

2163

  Great Falls   MT         252     9,908         252     9,908     10,160     (44 )   2012     45  

0878

  Charlotte   NC         710     9,559         710     9,159     9,869     (1,393 )   2006     40  

1584

  Charlotte   NC         2,052     6,529         2,052     6,529     8,581     (637 )   2010     40  

1119

  Concord   NC         601     7,615     166     612     7,546     8,158     (1,195 )   2006     40  

2126

  Mooresville   NC         1,866     38,289         1,866     38,289     40,155     (151 )   2012     50  

1254

  Raleigh   NC         1,191     11,532     54     1,191     11,300     12,491     (1,774 )   2006     40  

2127

  Minot   ND         685     16,047         685     16,047     16,732     (74 )   2012     45  

2080

  Kearney   NE         463     22,977         463     22,977     23,440     (103 )   2012     45  

2169

  Lexington   NE         474     8,405         474     8,405     8,879     (52 )   2012     40  

2168

  Mc Cook   NE         1,024     13,789         1,024     13,789     14,813     (85 )   2012     40  

2129

  Seward   NE         792     18,276         792     18,276     19,068     (97 )   2012     40  

2119

  Wayne   NE         675     14,283         675     14,283     14,958     (69 )   2012     45  

1599

  Cherry Hill   NJ         2,420     11,042     1,000     2,420     12,042     14,462     (1,399 )   2010     25  

1239

  Cresskill   NJ         4,684     53,927     43     4,684     52,984     57,668     (8,280 )   2006     40  

0734

  Hillsborough   NJ     15,778     1,042     10,042         1,042     9,576     10,618     (1,835 )   2005     40  

1242

  Madison   NJ         3,157     19,909     35     3,157     19,358     22,515     (3,028 )   2006     40  

0733

  Manahawkin   NJ     13,766     921     9,927         921     9,461     10,382     (1,813 )   2005     40  

1014

  Paramus   NJ         4,280     31,684     207     4,280     31,191     35,471     (4,899 )   2006     40  

1231

  Saddle River   NJ         1,784     15,625     164     1,784     15,345     17,129     (2,399 )   2006     40  

0245

  Voorhees Township   NJ     8,541     900     7,629         900     7,629     8,529     (2,299 )   1998     45  

0213

  Albuquerque   NM         767     9,324         767     8,825     9,592     (3,059 )   1996     45  

2120

  Albuquerque   NM         2,129     8,144         2,129     8,144     10,273     (43 )   2012     45  

2161

  Rio Rancho   NM         1,154     13,726         1,154     13,726     14,880     (74 )   2012     40  

2121

  Roswell   NM         1,265     6,391         1,265     6,391     7,656     (42 )   2012     45  

2150

  Roswell   NM         1,148     8,303         1,148     8,303     9,451     (53 )   2012     45  

0796

  Las Vegas   NV         1,960     5,816         1,960     5,426     7,386     (1,006 )   2005     40  

2110

  Las Vegas   NV         667     14,469         667     14,469     15,136     (79 )   2012     45  

1252

  Brooklyn   NY         8,117     23,627     532     8,117     23,582     31,699     (3,797 )   2006     40  

1256

  Brooklyn   NY         5,215     39,052     82     5,215     38,283     43,498     (5,991 )   2006     40  

2177

  Clifton Park   NY         2,257     11,470         2,257     11,470     13,727     (55 )   2012     50  

2176

  Greece   NY         666     9,569         666     9,569     10,235     (49 )   2012     45  

2178

  Greece   NY         601     7,362         601     7,362     7,963     (38 )   2012     45  

2174

  Orchard Park   NY         726     17,735         726     17,735     18,461     (95 )   2012     45  

2175

  Orchard Park   NY         478     11,961         478     11,961     12,439     (59 )   2012     45  

0473

  Cincinnati   OH         600     4,428         600     4,428     5,028     (1,434 )   2001     35  

0841

  Columbus   OH     6,480     970     7,806     1,023     970     8,438     9,408     (1,395 )   2006     40  

0857

  Fairborn   OH     6,651     810     8,311         810     8,011     8,821     (1,468 )   2006     36  

1147

  Fairborn   OH         298     10,704     3,068     298     13,541     13,839     (1,980 )   2006     40  

1386

  Marietta   OH         1,069     11,435         1,069     11,230     12,299     (1,545 )   2007     40  

1253

  Poland   OH         695     10,444     7     695     10,113     10,808     (1,582 )   2006     40  

1159

  Willoughby   OH         1,177     9,982     295     1,194     9,855     11,049     (1,505 )   2006     40  

F-62


Table of Contents


HCP, Inc.

Schedule III: Real Estate and Accumulated Depreciation (Continued)

December 31, 2012

(Dollars in thousands)

 
   
   
   
   
   
   
  Gross Amount at Which Carried
As of December 31, 2012
   
   
   
 
 
   
   
   
  Initial Cost to Company    
   
   
  Life on Which
Depreciation in
Latest Income
Statement is
Computed
 
 
   
   
   
  Costs
Capitalized
Subsequent to
Acquisition
   
   
 
City
  State   Encumbrances at
December 31, 2012
  Land   Buildings and
Improvements
  Land   Buildings and
Improvements
  Total(1)   Accumulated
Depreciation
  Year
Acquired/
Constructed
 

2158

  Broken Arrow   OK         1,115     18,852         1,115     18,852     19,967     (82 )   2012     45  

2122

  Muskogee   OK         412     2,815         412     2,815     3,227     (19 )   2012     45  

1171

  Oklahoma City   OK         801     4,904     265     811     4,776     5,587     (718 )   2006     40  

2082

  Oklahoma City   OK         1,696     3,591         1,696     3,591     5,287     (23 )   2012     45  

2083

  Oklahoma City   OK         2,116     28,007         2,116     28,007     30,123     (125 )   2012     45  

2070

  Tahlequah   OK         256     5,648         256     5,648     5,904     (29 )   2012     45  

1160

  Tulsa   OK         1,115     11,028     282     1,129     10,607     11,736     (1,624 )   2006     40  

2130

  Ashland   OR             19,303             19,303     19,303     (90 )   2012     45  

2103

  Eagle Point   OR         609     12,117         609     12,117     12,726     (55 )   2012     45  

2098

  Eugene   OR         1,082     18,858         1,082     18,858     19,940     (76 )   2012     50  

2104

  Eugene   OR         653     13,568         653     13,568     14,221     (61 )   2012     45  

2136

  Grants Pass   OR         553     3,144         553     3,144     3,697     (19 )   2012     50  

2137

  Grants Pass   OR         1,064     16,124         1,064     16,124     17,188     (67 )   2012     50  

2138

  Grants Pass   OR         654     2,896         654     2,896     3,550     (26 )   2012     50  

2145

  Grants Pass   OR         561     13,444         561     13,444     14,005     (59 )   2012     45  

2139

  Gresham   OR         533     6,335         533     6,335     6,868     (29 )   2012     50  

2140

  Lebanon   OR         505     12,571         505     12,571     13,076     (58 )   2012     50  

2152

  McMinnville   OR         3,203     24,909         3,203     24,909     28,112     (184 )   2012     45  

2159

  McMinnville   OR         1,374     6,118         1,374     6,118     7,492     (38 )   2012     45  

2090

  Monmouth   OR         679     1,089         679     1,089     1,768     (10 )   2012     50  

2106

  Monmouth   OR         603     8,538         603     8,538     9,141     (43 )   2012     45  

2089

  Newberg   OR         1,889     16,855         1,889     16,855     18,744     (74 )   2012     50  

2133

  Portland   OR         1,615     12,030         1,615     12,030     13,645     (50 )   2012     50  

2151

  Portland   OR         1,890     9,256         1,890     9,256     11,146     (51 )   2012     45  

2171

  Portland   OR             16,087             16,087     16,087     (64 )   2012     50  

2050

  Redmond   OR         1,229     21,921         1,229     21,921     23,150     (87 )   2012     50  

2084

  Roseburg   OR         912     12,220         912     12,220     13,132     (62 )   2012     45  

2134

  Scappoose   OR         489     1,122         489     1,122     1,611     (8 )   2012     50  

2153

  Scappoose   OR         971     7,116         971     7,116     8,087     (41 )   2012     45  

2051

  Springfield   OR         1,124     22,515         1,124     22,515     23,639     (95 )   2012     50  

2057

  Springfield   OR         527     6,035         527     6,035     6,562     (32 )   2012     45  

2056

  Stayton   OR         130     487         130     487     617     (5 )   2012     45  

2058

  Stayton   OR         253     8,621         253     8,621     8,874     (43 )   2012     45  

2088

  Tualatin   OR             6,326             6,326     6,326     (42 )   2012     45  

1163

  Haverford   PA         16,461     108,816     2,628     16,461     109,832     126,293     (17,166 )   2006     40  

2063

  Selinsgrove   PA         529     9,111         529     9,111     9,640     (51 )   2012     45  

1967

  Cumberland   RI         2,630     19,050     171     2,630     19,221     21,851     (1,500 )   2011     30  

1959

  East Providence   RI     18,060     1,890     13,989     301     1,890     14,290     16,180     (1,118 )   2011     30  

1960

  Greenwich   RI     9,890     450     11,845     761     450     12,606     13,056     (986 )   2011     30  

1972

  Smithfield   RI         1,250     17,816     48     1,250     17,864     19,114     (1,465 )   2011     30  

1973

  South Kingstown   RI         1,390     12,551     16     1,390     12,567     13,957     (999 )   2011     30  

1975

  Tiverton   RI         3,240     25,735     35     3,240     25,770     29,010     (1,984 )   2011     30  

1962

  Warwick   RI     17,671     1,050     17,389     696     1,050     18,082     19,132     (1,459 )   2011     30  

1104

  Aiken   SC         357     14,832     151     363     14,471     14,834     (2,282 )   2006     40  

1100

  Charleston   SC         885     14,124     292     896     14,075     14,971     (2,216 )   2006     40  

1109

  Columbia   SC         408     7,527     131     412     7,458     7,870     (1,179 )   2006     40  

2154

  Florence   SC         379     3,928         379     3,928     4,307     (25 )   2012     45  

0306

  Georgetown   SC         239     3,008         239     3,008     3,247     (903 )   1998     45  

0879

  Greenville   SC         1,090     12,558         1,090     12,058     13,148     (1,834 )   2006     40  

1172

  Greenville   SC         993     16,314     437     1,006     15,838     16,844     (2,430 )   2006     40  

2059

  Greenville   SC         679     3,297         679     3,297     3,976     (23 )   2012     45  

2099

  Hilton Head Island   SC         1,346     5,767         1,346     5,767     7,113     (35 )   2012     45  

2111

  Hilton Head Island   SC         1,651     1,329         1,651     1,329     2,980     (12 )   2012     45  

2112

  Hilton Head Island   SC         993     1,862         993     1,862     2,855     (14 )   2012     45  

0305

  Lancaster   SC         84     2,982         84     2,982     3,066     (811 )   1998     45  

0880

  Myrtle Beach   SC         900     10,913         900     10,513     11,413     (1,599 )   2006     40  

0312

  Rock Hill   SC         203     2,671         203     2,671     2,874     (782 )   1998     45  

1113

  Rock Hill   SC         695     4,119     322     795     4,126     4,921     (697 )   2006     40  

2076

  Rock Hill   SC         919     14,741         919     14,741     15,660     (72 )   2012     45  

2093

  Rock Hill   SC         644     4,140         644     4,140     4,784     (23 )   2012     45  

0313

  Sumter   SC         196     2,623         196     2,623     2,819     (788 )   1998     45  

2067

  West Columbia   SC         373     2,509         373     2,509     2,882     (18 )   2012     45  

2132

  Cordova   TN         2,167     5,829         2,167     5,829     7,996     (17 )   2012     45  

2060

  Franklin   TN         1,905     27,907         1,905     27,907     29,812     (125 )   2012     45  

2100

  Hendersonville   TN         1,486     2,276         1,486     2,276     3,762     (20 )   2012     45  

2073

  Kingsport   TN         1,113     8,625         1,113     8,625     9,738     (43 )   2012     45  

F-63


Table of Contents


HCP, Inc.

Schedule III: Real Estate and Accumulated Depreciation (Continued)

December 31, 2012

(Dollars in thousands)

 
   
   
   
   
   
   
  Gross Amount at Which Carried
As of December 31, 2012
   
   
   
 
 
   
   
   
  Initial Cost to Company    
   
   
  Life on Which
Depreciation in
Latest Income
Statement is
Computed
 
 
   
   
   
  Costs
Capitalized
Subsequent to
Acquisition
   
   
 
City
  State   Encumbrances at
December 31, 2012
  Land   Buildings and
Improvements
  Land   Buildings and
Improvements
  Total(1)   Accumulated
Depreciation
  Year
Acquired/
Constructed
 

2071

  Memphis   TN         978     10,124         978     10,124     11,102     (44 )   2012     45  

1003

  Nashville   TN     11,131     812     16,983     562     812     16,797     17,609     (2,289 )   2006     40  

2094

  Nashville   TN         1,106     14,774         1,106     14,774     15,880     (65 )   2012     45  

0860

  Oak Ridge   TN     8,515     500     4,741         500     4,641     5,141     (829 )   2006     35  

0843

  Abilene   TX     1,813     300     2,830         300     2,710     3,010     (446 )   2006     39  

2107

  Amarillo   TX         1,315     26,838         1,315     26,838     28,153     (118 )   2012     45  

1004

  Arlington   TX     14,243     2,002     19,110         2,002     18,729     20,731     (2,641 )   2006     40  

1116

  Arlington   TX         2,494     12,192     249     2,540     11,873     14,413     (1,875 )   2006     40  

0511

  Austin   TX         2,960     41,645         2,960     41,645     44,605     (12,840 )   2002     30  

1589

  Austin   TX         2,860     17,358     497     2,973     17,742     20,715     (2,287 )   2010     25  

0202

  Beaumont   TX         145     10,404         145     10,020     10,165     (3,547 )   1996     45  

2075

  Bedford   TX         1,204     26,845         1,204     26,845     28,049     (118 )   2012     45  

0844

  Burleson   TX     4,140     1,050     5,242         1,050     4,902     5,952     (807 )   2006     40  

0848

  Cedar Hill   TX     8,743     1,070     11,554         1,070     11,104     12,174     (1,827 )   2006     40  

1325

  Cedar Hill   TX         440     7,494         440     7,494     7,934     (1,522 )   2007     40  

2164

  Dallas   TX         2,993     8,113         2,993     8,113     11,106     (43 )   2012     45  

0513

  Fort Worth   TX         2,830     50,832         2,830     50,832     53,662     (15,673 )   2002     30  

0506

  Friendswood   TX     22,714     400     7,354         400     7,354     7,754     (1,716 )   2002     45  

0217

  Houston   TX     11,517     835     7,195         835     7,195     8,030     (2,380 )   1997     45  

0491

  Houston   TX         2,470     21,710     750     2,470     22,460     24,930     (6,936 )   2002     35  

1106

  Houston   TX         1,008     15,333     183     1,020     15,098     16,118     (2,373 )   2006     40  

1111

  Houston   TX         1,877     25,372     247     1,961     24,491     26,452     (3,853 )   2006     40  

1955

  Houston   TX     59,350     9,820     50,079     1,673     9,820     51,752     61,572     (4,332 )   2011     30  

1956

  Houston   TX     11,334     4,450     9,272     1,151     4,450     10,422     14,872     (1,897 )   2011     30  

1957

  Houston   TX     38,976     8,170     37,285     794     8,170     38,080     46,250     (3,034 )   2011     30  

1958

  Houston   TX     35,888     2,910     37,443     876     2,910     38,321     41,231     (3,074 )   2011     30  

2068

  Houston   TX         985     18,824         985     18,824     19,809     (84 )   2012     45  

0820

  Irving   TX     10,721     710     9,949         710     9,359     10,069     (1,872 )   2005     35  

2149

  Kerrville   TX         836     34,031         836     34,031     34,867     (157 )   2012     45  

2124

  Lubbock   TX         1,143     4,656         1,143     4,656     5,799     (28 )   2012     45  

0845

  North Richland Hills   TX     3,026     520     5,117         520     4,807     5,327     (791 )   2006     40  

0846

  North Richland Hills   TX     6,631     870     9,259         870     8,819     9,689     (1,659 )   2006     35  

2113

  North Richland Hills   TX         743     11,503         743     11,503     12,246     (51 )   2012     45  

1102

  Plano   TX         494     12,518     145     505     12,247     12,752     (1,925 )   2006     40  

2064

  Plano   TX         590     6,930         590     6,930     7,520     (36 )   2012     45  

2162

  Portland   TX         1,233     14,001         1,233     14,001     15,234     (72 )   2012     45  

0494

  San Antonio   TX     7,813     730     3,961         730     3,961     4,691     (946 )   2002     45  

1590

  San Antonio   TX         2,860     17,030     282     2,880     17,292     20,172     (2,236 )   2010     25  

2116

  Sherman   TX         563     3,138         563     3,138     3,701     (19 )   2012     45  

1954

  Sugar Land   TX     38,384     3,420     36,846     896     3,420     37,742     41,162     (2,904 )   2011     30  

1103

  The Woodlands   TX         802     17,358     228     869     17,071     17,940     (2,689 )   2006     40  

0195

  Victoria   TX     12,645     175     4,290     3,101     175     7,018     7,193     (1,848 )   1995     43  

0847

  Waxahachie   TX     2,079     390     3,879         390     3,659     4,049     (602 )   2006     40  

1953

  Webster   TX     36,675     4,780     30,854     793     4,780     31,646     36,426     (2,503 )   2011     30  

2069

  Cedar City   UT         437     8,706         437     8,706     9,143     (40 )   2012     45  

1161

  Salt Lake City   UT         2,621     22,072     287     2,654     21,371     24,025     (3,317 )   2006     40  

2101

  St. George   UT         683     9,435         683     9,435     10,118     (45 )   2012     45  

1015

  Arlington   VA         4,320     19,567     455     4,320     19,445     23,765     (3,102 )   2006     40  

1244

  Arlington   VA         3,833     7,076     92     3,833     6,931     10,764     (1,083 )   2006     40  

1245

  Arlington   VA         7,278     37,407     226     7,278     36,748     44,026     (5,772 )   2006     40  

0881

  Chesapeake   VA         1,090     12,444         1,090     11,944     13,034     (1,817 )   2006     40  

1247

  Falls Church   VA         2,228     8,887     108     2,228     8,780     11,008     (1,390 )   2006     40  

1164

  Fort Belvoir   VA         11,594     99,528     6,332     11,594     103,862     115,456     (16,653 )   2006     40  

1250

  Leesburg   VA         607     3,236     66     607     3,157     3,764     (1,869 )   2006     35  

1016

  Richmond   VA         2,110     11,469     281     2,110     11,324     13,434     (1,785 )   2006     40  

1246

  Sterling   VA         2,360     22,932     250     2,360     22,668     25,028     (3,573 )   2006     40  

2077

  Sterling   VA         1,046     15,788         1,046     15,788     16,834     (68 )   2012     45  

0225

  Woodbridge   VA         950     6,983         950     6,983     7,933     (2,211 )   1997     45  

1173

  Bellevue   WA         3,734     16,171     210     3,737     15,813     19,550     (2,447 )   2006     40  

2095

  College Place   WA         758     8,051         758     8,051     8,809     (43 )   2012     45  

1240

  Edmonds   WA         1,418     16,502     35     1,418     16,066     17,484     (2,514 )   2006     40  

2172

  Ellensburg   WA         1,291     5,167         1,291     5,167     6,458     (37 )   2012     40  

2160

  Kenmore   WA         3,284     16,641         3,284     16,641     19,925     (73 )   2012     45  

0797

  Kirkland   WA         1,000     13,403         1,000     13,043     14,043     (2,419 )   2005     40  

1174

  Lynnwood   WA         1,203     7,415     326     1,203     7,741     8,944     (1,167 )   2006     40  

1251

  Mercer Island   WA         4,209     8,123     296     4,209     8,214     12,423     (1,335 )   2006     40  

F-64


Table of Contents


HCP, Inc.

Schedule III: Real Estate and Accumulated Depreciation (Continued)

December 31, 2012

(Dollars in thousands)

 
   
   
   
   
   
   
  Gross Amount at Which Carried
As of December 31, 2012
   
   
   
 
 
   
   
   
  Initial Cost to Company    
   
   
  Life on Which
Depreciation in
Latest Income
Statement is
Computed
 
 
   
   
   
  Costs
Capitalized
Subsequent to
Acquisition
   
   
 
City
  State   Encumbrances at
December 31, 2012
  Land   Buildings and
Improvements
  Land   Buildings and
Improvements
  Total(1)   Accumulated
Depreciation
  Year
Acquired/
Constructed
 

2141

  Moses Lake   WA         603     4,243         603     4,243     4,846     (31 )   2012     50  

2096

  Poulsbo   WA         3,529     16,340         3,529     16,340     19,869     (80 )   2012     45  

2102

  Richland   WA         375     4,941         375     4,941     5,316     (23 )   2012     45  

0794

  Shoreline   WA     9,178     1,590     10,671         1,590     10,261     11,851     (1,903 )   2005     40  

0795

  Shoreline   WA         4,030     26,421         4,030     25,651     29,681     (4,678 )   2005     39  

1175

  Snohomish   WA         1,541     10,228     195     1,541     10,164     11,705     (1,563 )   2006     40  

2097

  Spokane   WA         1,310     4,956         1,310     4,956     6,266     (33 )   2012     45  

2061

  Vancouver   WA         973     4,096         973     4,096     5,069     (25 )   2012     45  

2062

  Vancouver   WA         1,498     9,997         1,498     9,997     11,495     (46 )   2012     45  

2052

  Yakima   WA         557     5,897         557     5,897     6,454     (29 )   2012     50  

2078

  Yakima   WA         265     5,756         265     5,756     6,021     (25 )   2012     45  

2114

  Yakima   WA         1,187     8,406         1,187     8,406     9,593     (46 )   2012     45  

2072

  Appleton   WI         246     12,517         246     12,517     12,763     (57 )   2012     45  

2170

  Madison   WI         834     10,050         834     10,050     10,884     (52 )   2012     40  

2117

  Bridgeport   WV         4,008     14,603         4,008     14,603     18,611     (90 )   2012     45  

2125

  Bridgeport   WV         4,093     3,368         4,093     3,368     7,461     (32 )   2012     45  

2142

  Cody   WY         558     10,076         558     10,076     10,634     (40 )   2012     50  

2148

  Sheridan   WY         915     12,047         915     12,047     12,962     (58 )   2012     45  
                                                       

          $ 1,294,357   $ 619,716   $ 5,074,654   $ 87,650   $ 621,354   $ 5,081,517   $ 5,702,871   $ (605,972 )            
                                                       

Life Science

                                                                 

1482

  Brisbane   CA         50,989     1,789     36,920     50,989     38,708     89,697         2007     **  

1481

  Carlsbad   CA         30,300         7,705     30,300     7,705     38,005         2007     **  

1522

  Carlsbad   CA         23,475         2,792     23,475     2,792     26,267         2007     **  

1401

  Hayward   CA         900     7,100     913     900     8,013     8,913     (976 )   2007     40  

1402

  Hayward   CA         1,500     6,400     3,458     1,500     9,857     11,357     (1,343 )   2007     40  

1403

  Hayward   CA         1,900     7,100     263     1,900     7,363     9,263     (1,189 )   2007     40  

1404

  Hayward   CA         2,200     17,200     12     2,200     17,212     19,412     (2,331 )   2007     40  

1405

  Hayward   CA         1,000     3,200     7,478     1,000     10,678     11,678     (2,154 )   2007     40  

1549

  Hayward   CA         1,006     4,259     1,534     1,006     5,793     6,799     (1,285 )   2007     29  

1550

  Hayward   CA         677     2,761     54     677     2,814     3,491     (526 )   2007     29  

1551

  Hayward   CA         661     1,995     2,322     661     4,317     4,978     (381 )   2007     29  

1552

  Hayward   CA         1,187     7,139     594     1,187     7,733     8,920     (1,633 )   2007     29  

1553

  Hayward   CA         1,189     9,465     95     1,189     9,560     10,749     (1,795 )   2007     29  

1554

  Hayward   CA         1,246     5,179     1,822     1,246     7,001     8,247     (1,516 )   2007     29  

1555

  Hayward   CA         1,521     13,546     121     1,521     13,667     15,188     (2,567 )   2007     29  

1556

  Hayward   CA         1,212     5,120     2,699     1,212     7,819     9,031     (1,467 )   2007     29  

1424

  La Jolla   CA         9,600     25,283     7,397     9,648     31,703     41,351     (4,213 )   2007     40  

1425

  La Jolla   CA         6,200     19,883     99     6,276     19,906     26,182     (2,724 )   2007     40  

1426

  La Jolla   CA         7,200     12,412     3,084     7,291     15,404     22,695     (3,552 )   2007     27  

1427

  La Jolla   CA         8,700     16,983     671     8,746     17,608     26,354     (3,387 )   2007     30  

1947

  La Jolla   CA     12,222     2,581     10,534     20     2,581     10,554     13,135     (703 )   2011     30  

1949

  La Jolla   CA     8,068     2,686     11,045     527     2,686     11,572     14,258     (747 )   2011     30  

1488

  Mountain View   CA         7,300     25,410     1,360     7,559     26,506     34,065     (3,577 )   2007     40  

1489

  Mountain View   CA         6,500     22,800     1,866     6,500     24,666     31,166     (3,206 )   2007     40  

1490

  Mountain View   CA         4,800     9,500     442     4,800     9,942     14,742     (1,400 )   2007     40  

1491

  Mountain View   CA         4,200     8,400     1,249     4,209     9,640     13,849     (1,833 )   2007     40  

1492

  Mountain View   CA         3,600     9,700     730     3,600     10,430     14,030     (2,041 )   2007     40  

1493

  Mountain View   CA         7,500     16,300     1,904     7,500     17,603     25,103     (2,316 )   2007     40  

1494

  Mountain View   CA         9,800     24,000     203     9,800     24,203     34,003     (3,297 )   2007     40  

1495

  Mountain View   CA         6,900     17,800     3,245     6,900     21,046     27,946     (2,514 )   2007     40  

1496

  Mountain View   CA         7,000     17,000     6,364     7,000     23,364     30,364     (5,078 )   2007     40  

1497

  Mountain View   CA         14,100     31,002     10,111     14,100     41,113     55,213     (8,786 )   2007     40  

1498

  Mountain View   CA         7,100     25,800     8,101     7,100     33,901     41,001     (7,304 )   2007     40  

2017

  Mountain View   CA                 17,860         17,860     17,860             *  

1470

  Poway   CA         5,826     12,200     5,727     5,826     17,927     23,753     (4,536 )   2007     40  

1471

  Poway   CA         5,978     14,200     4,253     5,978     18,453     24,431     (3,835 )   2007     40  

1472

  Poway   CA         25,800     2,405     4,989     25,800     7,394     33,194         2007     **  

1477

  Poway   CA         29,943     2,475     17,568     29,943     20,042     49,985         2007     **  

1478

  Poway   CA         6,700     14,400     6,145     6,700     20,545     27,245     (5,495 )   2007     40  

1499

  Redwood City   CA         3,400     5,500     1,285     3,407     6,777     10,184     (1,464 )   2007     40  

1500

  Redwood City   CA         2,500     4,100     1,188     2,506     5,282     7,788     (1,069 )   2007     40  

1501

  Redwood City   CA         3,600     4,600     819     3,607     5,412     9,019     (884 )   2007     30  

1502

  Redwood City   CA         3,100     5,100     804     3,107     5,650     8,757     (965 )   2007     31  

1503

  Redwood City   CA         4,800     17,300     3,183     4,818     20,466     25,284     (2,621 )   2007     31  

1504

  Redwood City   CA         5,400     15,500     856     5,418     16,338     21,756     (2,173 )   2007     31  

F-65


Table of Contents


HCP, Inc.

Schedule III: Real Estate and Accumulated Depreciation (Continued)

December 31, 2012

(Dollars in thousands)

 
   
   
   
   
   
   
  Gross Amount at Which Carried
As of December 31, 2012
   
   
   
 
 
   
   
   
  Initial Cost to Company    
   
   
  Life on Which
Depreciation in
Latest Income
Statement is
Computed
 
 
   
   
   
  Costs
Capitalized
Subsequent to
Acquisition
   
   
 
City
  State   Encumbrances at
December 31, 2012
  Land   Buildings and
Improvements
  Land   Buildings and
Improvements
  Total(1)   Accumulated
Depreciation
  Year
Acquired/
Constructed
 

1505

  Redwood City   CA         3,000     3,500     955     3,006     4,449     7,455     (851 )   2007     40  

1506

  Redwood City   CA         6,000     14,300     3,020     6,018     17,302     23,320     (2,605 )   2007     40  

1507

  Redwood City   CA         1,900     12,800     6,811     1,912     19,599     21,511     (1,286 )   2007     39  

1508

  Redwood City   CA         2,700     11,300     6,498     2,712     17,787     20,499     (1,160 )   2007     39  

1509

  Redwood City   CA         2,700     10,900     4,695     2,712     15,583     18,295     (1,590 )   2007     40  

1510

  Redwood City   CA         2,200     12,000     5,116     2,212     17,105     19,317     (2,308 )   2007     38  

1511

  Redwood City   CA         2,600     9,300     1,474     2,612     10,763     13,375     (1,711 )   2007     26  

1512

  Redwood City   CA         3,300     18,000     123     3,300     18,123     21,423     (2,448 )   2007     40  

1513

  Redwood City   CA         3,300     17,900     123     3,300     18,023     21,323     (2,434 )   2007     40  

0679

  San Diego   CA         7,872     34,617     17,163     7,872     51,781     59,653     (11,907 )   2002     39  

0837

  San Diego   CA         4,630     2,029     8,645     4,630     10,673     15,303     (1,366 )   2006     31  

0838

  San Diego   CA         2,040     902     4,942     2,040     5,844     7,884     (360 )   2006     40  

0839

  San Diego   CA         3,940     3,184     4,459     3,940     6,847     10,787     (2,679 )   2006     40  

0840

  San Diego   CA         5,690     4,579     673     5,690     5,252     10,942     (1,155 )   2006     40  

1418

  San Diego   CA         11,700     31,243     6,430     11,700     37,672     49,372     (5,503 )   2007     40  

1420

  San Diego   CA         6,524         3,497     6,524     3,497     10,021         2007     **  

1421

  San Diego   CA         7,000     33,779         7,000     33,779     40,779     (4,574 )   2007     40  

1422

  San Diego   CA         14,800     7,600     3,178     14,800     10,778     25,578     (1,625 )   2007     30  

1423

  San Diego   CA         8,400     33,144         8,400     33,144     41,544     (4,488 )   2007     40  

1514

  San Diego   CA         5,200             5,200         5,200         2007     **  

1558

  San Diego   CA         7,740     22,654     1,088     7,778     23,703     31,481     (3,097 )   2007     38  

1948

  San Diego   CA     25,230     5,879     25,305     325     5,879     25,631     31,510     (1,689 )   2011     30  

1950

  San Diego   CA     1,098     884     2,796         884     2,796     3,680     (186 )   2011     30  

1407

  South San Francisco   CA     1,741     28,600     48,700     4,961     28,600     53,662     82,262     (8,876 )   2007     35  

1408

  South San Francisco   CA     813     9,000     17,800     1,004     9,000     18,804     27,804     (2,410 )   2007     40  

1409

  South San Francisco   CA     1,737     18,000     38,043     421     18,000     38,464     56,464     (5,174 )   2007     40  

1410

  South San Francisco   CA         4,900     18,100     150     4,900     18,250     23,150     (2,454 )   2007     40  

1411

  South San Francisco   CA         8,000     27,700     86     8,000     27,786     35,786     (3,758 )   2007     40  

1412

  South San Francisco   CA     1,084     10,100     22,521     238     10,100     22,759     32,859     (3,054 )   2007     40  

1413

  South San Francisco   CA         8,000     28,299     252     8,000     28,550     36,550     (3,843 )   2007     40  

1414

  South San Francisco   CA         3,700     20,800     212     3,700     21,012     24,712     (2,820 )   2007     40  

1430

  South San Francisco   CA     1,118     10,700     23,621     212     10,700     23,832     34,532     (3,233 )   2007     40  

1431

  South San Francisco   CA         7,000     15,500     157     7,000     15,657     22,657     (2,106 )   2007     40  

1435

  South San Francisco   CA         13,800     42,500     32,764     13,800     75,264     89,064     (6,907 )   2007     40  

1436

  South San Francisco   CA         14,500     45,300     34,087     14,500     79,387     93,887     (7,229 )   2007     40  

1437

  South San Francisco   CA         9,400     24,800     16,980     9,400     41,781     51,181     (3,127 )   2007     40  

1439

  South San Francisco   CA         11,900     68,848     70     11,900     68,918     80,818     (9,325 )   2007     40  

1440

  South San Francisco   CA         10,000     57,954         10,000     57,954     67,954     (7,848 )   2007     40  

1441

  South San Francisco   CA         9,300     43,549         9,300     43,549     52,849     (5,897 )   2007     40  

1442

  South San Francisco   CA         11,000     47,289     81     11,000     47,370     58,370     (6,427 )   2007     40  

1443

  South San Francisco   CA         13,200     60,932     1,158     13,200     62,090     75,290     (7,737 )   2007     40  

1444

  South San Francisco   CA         10,500     33,776     337     10,500     34,112     44,612     (4,602 )   2007     40  

1445

  South San Francisco   CA         10,600     34,083         10,600     34,083     44,683     (4,615 )   2007     40  

1448

  South San Francisco   CA         14,100     71,344     52     14,100     71,396     85,496     (9,667 )   2007     40  

1449

  South San Francisco   CA         12,800     63,600     472     12,800     64,072     76,872     (8,723 )   2007     40  

1450

  South San Francisco   CA         11,200     79,222     20     11,200     79,242     90,442     (10,730 )   2007     40  

1451

  South San Francisco   CA         7,200     50,856     66     7,200     50,922     58,122     (6,894 )   2007     40  

1452

  South San Francisco   CA         14,400     101,362     (115 )   14,400     101,247     115,647     (13,699 )   2007     40  

1454

  South San Francisco   CA         11,100     47,738     9,369     11,100     57,108     68,208     (8,748 )   2007     40  

1455

  South San Francisco   CA         9,700     41,937     5,835     10,261     47,211     57,472     (6,906 )   2007     40  

1456

  South San Francisco   CA         6,300     22,900     8,196     6,300     31,096     37,396     (4,858 )   2007     40  

1458

  South San Francisco   CA         10,900     20,900     4,094     10,909     24,788     35,697     (5,567 )   2007     40  

1459

  South San Francisco   CA         3,600     100     183     3,600     283     3,883     (94 )   2007     5  

1460

  South San Francisco   CA         2,300     100     92     2,300     192     2,492     (100 )   2007     5  

1461

  South San Francisco   CA         3,900     200     171     3,900     371     4,271     (200 )   2007     5  

1462

  South San Francisco   CA         7,117     600     5,020     7,117     5,272     12,389     (674 )   2007     40  

1463

  South San Francisco   CA         10,381     2,300     16,370     10,381     18,670     29,051     (1,094 )   2007     40  

1464

  South San Francisco   CA         7,403     700     7,287     7,403     7,987     15,390     (522 )   2007     40  

1468

  South San Francisco   CA         10,100     24,013     2,796     10,100     26,809     36,909     (5,478 )   2007     40  

1480

  South San Francisco   CA         32,210     3,110     11,185     32,210     14,295     46,505         2007     **  

1559

  South San Francisco   CA         5,666     5,773     188     5,695     5,863     11,558     (5,892 )   2007     5  

1560

  South San Francisco   CA         1,204     1,293     15     1,210     1,287     2,497     (1,293 )   2007     5  

1982

  South San Francisco   CA         64,900         9,586     64,900     9,586     74,486         2011     **  

1604

  Cambridge   MA         8,389     10,630     16,944     8,389     27,574     35,963     (1 )   2010     *  

2011

  Durham   NC     9,044     447     6,152     3,411     448     9,564     10,012         2011     *  

2029

  Durham   NC         1,920     5,661     2,180     1,920     7,841     9,761     (126 )   2012     20  

F-66


Table of Contents


HCP, Inc.

Schedule III: Real Estate and Accumulated Depreciation (Continued)

December 31, 2012

(Dollars in thousands)

 
   
   
   
   
   
   
  Gross Amount at Which Carried
As of December 31, 2012
   
   
   
 
 
   
   
   
  Initial Cost to Company    
   
   
  Life on Which
Depreciation in
Latest Income
Statement is
Computed
 
 
   
   
   
  Costs
Capitalized
Subsequent to
Acquisition
   
   
 
City
  State   Encumbrances at
December 31, 2012
  Land   Buildings and
Improvements
  Land   Buildings and
Improvements
  Total(1)   Accumulated
Depreciation
  Year
Acquired/
Constructed
 

0461

  Salt Lake City   UT         500     8,548         500     8,548     9,048     (2,908 )   2001     33  

0462

  Salt Lake City   UT         890     15,623         890     15,624     16,514     (4,678 )   2001     38  

0463

  Salt Lake City   UT         190     9,875         190     9,875     10,065     (2,540 )   2001     43  

0464

  Salt Lake City   UT         630     6,921     62     630     6,984     7,614     (2,143 )   2001     38  

0465

  Salt Lake City   UT         125     6,368     67     125     6,435     6,560     (1,640 )   2001     43  

0466

  Salt Lake City   UT             14,614     7         14,621     14,621     (3,235 )   2001     43  

0507

  Salt Lake City   UT         280     4,345     226     280     4,571     4,851     (1,022 )   2002     43  

0537

  Salt Lake City   UT             6,517             6,517     6,517     (1,532 )   2002     35  

0799

  Salt Lake City   UT             14,600     90         14,690     14,690     (2,140 )   2005     40  

1593

  Salt Lake City   UT             23,998             23,998     23,998     (1,757 )   2010     33  
                                                       

          $ 62,155   $ 935,828   $ 2,197,732   $ 457,086   $ 937,148   $ 2,650,293   $ 3,587,441   $ (370,208 )            
                                                       

Medical office

                                                                 

0638

  Anchorage   AK     6,237     1,456     10,650     5,447     1,456     16,046     17,502     (1,726 )   2000     *  

0520

  Chandler   AZ         3,669     13,503     1,836     3,669     15,095     18,764     (3,287 )   2002     40  

2040

  Mesa   AZ             17,314     1         17,314     17,314     (176 )   2012     45  

0468

  Oro Valley   AZ         1,050     6,774     892     1,050     7,090     8,140     (1,691 )   2001     43  

0356

  Phoenix   AZ         780     3,199     992     780     3,465     4,245     (1,338 )   1999     32  

0470

  Phoenix   AZ         280     877     42     280     918     1,198     (236 )   2001     43  

1066

  Scottsdale   AZ         5,115     14,064     2,015     4,791     16,396     21,187     (3,037 )   2006     40  

2021

  Scottsdale   AZ             12,312     5         12,317     12,317     (249 )   2012     25  

2022

  Scottsdale   AZ             9,179     10         9,190     9,190     (210 )   2012     25  

2023

  Scottsdale   AZ             6,398     14         6,412     6,412     (116 )   2012     25  

2024

  Scottsdale   AZ             9,522             9,522     9,522     (165 )   2012     25  

2025

  Scottsdale   AZ             4,102     36         4,138     4,138     (92 )   2012     25  

2026

  Scottsdale   AZ             3,655             3,655     3,655     (63 )   2012     25  

2027

  Scottsdale   AZ             7,168             7,168     7,168     (129 )   2012     25  

2028

  Scottsdale   AZ             6,659             6,659     6,659     (115 )   2012     25  

0453

  Tucson   AZ         215     6,318     940     291     6,982     7,273     (2,248 )   2000     35  

0556

  Tucson   AZ         215     3,940     605     215     4,214     4,429     (855 )   2003     43  

1041

  Brentwood   CA             30,864     1,450     25     32,092     32,117     (5,190 )   2006     40  

1200

  Encino   CA         6,151     10,438     2,304     6,453     12,385     18,838     (2,663 )   2006     33  

0436

  Murietta   CA         400     9,266     1,649     520     10,234     10,754     (3,907 )   1999     33  

0239

  Poway   CA         2,700     10,839     2,070     2,783     11,690     14,473     (4,866 )   1997     35  

0318

  Sacramento   CA         2,860     21,850     8,784     2,860     29,864     32,724     (6,105 )   1998     *  

0234

  San Diego   CA         2,848     5,879     1,289     3,009     5,356     8,365     (2,605 )   1997     21  

0235

  San Diego   CA         2,863     8,913     2,874     3,068     9,949     13,017     (4,855 )   1997     21  

0236

  San Diego   CA         4,619     19,370     3,521     4,711     17,660     22,371     (8,308 )   1997     21  

0421

  San Diego   CA         2,910     17,362     9,055     2,910     26,417     29,327     (4,547 )   1999     *  

0564

  San Jose   CA     2,764     1,935     1,728     1,569     1,935     3,178     5,113     (1,116 )   2003     37  

0565

  San Jose   CA     6,436     1,460     7,672     495     1,460     8,161     9,621     (2,120 )   2003     37  

0659

  San Jose   CA         1,718     3,124     385     1,718     3,432     5,150     (661 )   2000     34  

1209

  Sherman Oaks   CA         7,472     10,075     2,425     7,741     12,221     19,962     (3,641 )   2006     22  

0439

  Valencia   CA         2,300     6,967     1,174     2,309     7,036     9,345     (2,805 )   1999     35  

1211

  Valencia   CA         1,344     7,507     503     1,383     7,972     9,355     (1,370 )   2006     40  

0440

  West Hills   CA         2,100     11,595     1,799     2,156     10,603     12,759     (4,067 )   1999     32  

0728

  Aurora   CO             8,764     899         9,663     9,663     (2,896 )   2005     39  

1196

  Aurora   CO         210     12,362     1,118     210     13,445     13,655     (2,346 )   2006     40  

1197

  Aurora   CO         200     8,414     845     200     9,259     9,459     (1,904 )   2006     33  

0882

  Colorado Springs   CO             12,933     4,903         17,837     17,837     (3,995 )   2007     40  

0814

  Conifer   CO             1,485     35     13     1,508     1,521     (276 )   2005     40  

1199

  Denver   CO         493     7,897     539     558     8,372     8,930     (1,613 )   2006     33  

0808

  Englewood   CO             8,616     3,701         12,192     12,192     (2,489 )   2005     35  

0809

  Englewood   CO             8,449     2,131         10,294     10,294     (2,427 )   2005     35  

0810

  Englewood   CO             8,040     4,337         12,378     12,378     (2,895 )   2005     35  

0811

  Englewood   CO             8,472     1,800         10,229     10,229     (2,388 )   2005     35  

0812

  Littleton   CO             4,562     1,348     79     5,728     5,807     (1,363 )   2005     35  

0813

  Littleton   CO             4,926     1,202     5     6,078     6,083     (1,309 )   2005     38  

0570

  Lone Tree   CO                 18,659         18,531     18,531     (4,152 )   2003     39  

0666

  Lone Tree   CO     14,103         23,274     823         24,086     24,086     (4,248 )   2000     37  

1076

  Parker   CO             13,388     106     8     13,477     13,485     (2,308 )   2006     40  

0510

  Thornton   CO         236     10,206     1,800     244     11,974     12,218     (2,980 )   2002     43  

0433

  Atlantis   FL             5,651     495     33     5,796     5,829     (2,408 )   1999     35  

0434

  Atlantis   FL             2,027     177     5     2,199     2,204     (851 )   1999     34  

0435

  Atlantis   FL             2,000     427         2,328     2,328     (922 )   1999     32  

0602

  Atlantis   FL         455     2,231     336     455     2,377     2,832     (486 )   2000     34  

F-67


Table of Contents


HCP, Inc.

Schedule III: Real Estate and Accumulated Depreciation (Continued)

December 31, 2012

(Dollars in thousands)

 
   
   
   
   
   
   
  Gross Amount at Which Carried
As of December 31, 2012
   
   
   
 
 
   
   
   
  Initial Cost to Company    
   
   
  Life on Which
Depreciation in
Latest Income
Statement is
Computed
 
 
   
   
   
  Costs
Capitalized
Subsequent to
Acquisition
   
   
 
City
  State   Encumbrances at
December 31, 2012
  Land   Buildings and
Improvements
  Land   Buildings and
Improvements
  Total(1)   Accumulated
Depreciation
  Year
Acquired/
Constructed
 

0604

  Englewood   FL         170     1,134     240     198     1,330     1,528     (312 )   2000     34  

0609

  Kissimmee   FL         788     174     211     815     335     1,150     (108 )   2000     34  

0610

  Kissimmee   FL         481     347     304     486     646     1,132     (150 )   2000     34  

0671

  Kissimmee   FL             7,574     1,595         8,601     8,601     (1,690 )   2000     36  

0603

  Lake Worth   FL         1,507     2,894     1,807     1,507     4,570     6,077     (681 )   2000     34  

0612

  Margate   FL         1,553     6,898     560     1,553     7,441     8,994     (1,376 )   2000     34  

0613

  Miami   FL     8,538     4,392     11,841     2,464     4,392     14,137     18,529     (3,074 )   2000     34  

1067

  Milton   FL             8,566     217         8,775     8,775     (1,392 )   2006     40  

0563

  Orlando   FL         2,144     5,136     3,142     2,288     8,018     10,306     (2,603 )   2003     37  

0833

  Pace   FL             10,309     2,548         12,534     12,534     (3,127 )   2006     44  

0834

  Pensacola   FL             11,166     478         11,644     11,644     (1,836 )   2006     45  

0614

  Plantation   FL     787     969     3,241     824     1,011     4,014     5,025     (988 )   2000     34  

0673

  Plantation   FL     4,943     1,091     7,176     472     1,091     7,524     8,615     (1,407 )   2002     36  

0701

  St. Petersburg   FL             10,141     3,654         13,651     13,651     (2,769 )   2004     38  

1210

  Tampa   FL         1,967     6,602     3,612     2,067     9,894     11,961     (2,874 )   2006     25  

1058

  McCaysville   GA             3,231     18         3,249     3,249     (513 )   2006     40  

1065

  Marion   IL         99     11,484     98     100     11,581     11,681     (1,931 )   2006     40  

1057

  Newburgh   IN             14,019     1,234         15,247     15,247     (2,342 )   2006     40  

2039

  Kansas City   KS     1,895     440     2,173     2     440     2,173     2,613     (28 )   2012     35  

2043

  Overland Park   KS             7,668     3         7,668     7,668     (91 )   2012     40  

0483

  Wichita   KS         530     3,341     374     530     3,716     4,246     (951 )   2001     45  

1064

  Lexington   KY             12,726     859         13,583     13,583     (2,476 )   2006     40  

0735

  Louisville   KY         936     8,426     2,758     936     11,077     12,013     (7,101 )   2005     11  

0737

  Louisville   KY         835     27,627     2,386     835     29,610     30,445     (6,638 )   2005     37  

0738

  Louisville   KY     4,959     780     8,582     3,309     808     11,782     12,590     (4,955 )   2005     18  

0739

  Louisville   KY     8,015     826     13,814     1,531     826     14,855     15,681     (3,452 )   2005     38  

0740

  Louisville   KY     8,679     2,983     13,171     3,237     2,983     16,235     19,218     (4,266 )   2005     30  

1944

  Louisville   KY         788     2,414         788     2,414     3,202     (193 )   2010     25  

1945

  Louisville   KY     24,937     3,255     28,644         3,255     28,644     31,899     (1,910 )   2010     30  

1946

  Louisville   KY         430     6,125         430     6,125     6,555     (408 )   2010     30  

1324

  Haverhill   MA         800     8,537     1,388     828     9,896     10,724     (1,851 )   2007     40  

1213

  Ellicott City   MD         1,115     3,206     1,439     1,115     4,645     5,760     (1,003 )   2006     34  

0361

  GlenBurnie   MD         670     5,085         670     5,085     5,755     (1,985 )   1999     35  

1052

  Towson   MD             14,233     3,588         15,777     15,777     (3,467 )   2006     40  

0240

  Minneapolis   MN         117     13,213     1,394     117     14,458     14,575     (6,071 )   1997     32  

0300

  Minneapolis   MN     1,370     160     10,131     2,461     160     12,195     12,355     (4,896 )   1997     35  

2032

  Independence   MO     33,387         48,025     4         48,025     48,025     (194 )   2012     45  

1078

  Flowood   MS             8,413     689         9,075     9,075     (1,553 )   2006     40  

1059

  Jackson   MS             8,869     37         8,905     8,905     (1,391 )   2006     40  

1060

  Jackson   MS     6,005         7,187     2,160         9,347     9,347     (1,696 )   2006     40  

1068

  Omaha   NE     13,661         16,243     400     17     16,615     16,632     (2,714 )   2006     40  

0729

  Albuquerque   NM             5,380     182         5,563     5,563     (1,109 )   2005     39  

0348

  Elko   NV         55     2,637     12     55     2,649     2,704     (1,050 )   1999     35  

0571

  Las Vegas   NV                 18,002         17,459     17,459     (4,115 )   2003     40  

0660

  Las Vegas   NV     3,487     1,121     4,363     3,244     1,253     7,423     8,676     (2,396 )   2000     34  

0661

  Las Vegas   NV     3,635     2,125     4,829     3,284     2,225     7,798     10,023     (1,767 )   2000     34  

0662

  Las Vegas   NV     6,953     3,480     12,305     3,055     3,480     15,099     18,579     (3,689 )   2000     34  

0663

  Las Vegas   NV     1,004     1,717     3,597     1,985     1,717     5,562     7,279     (1,716 )   2000     34  

0664

  Las Vegas   NV     2,046     1,172     1,550     316     1,172     1,651     2,823     (1,649 )   2000     *  

0691

  Las Vegas   NV         3,244     18,339     1,574     3,273     19,764     23,037     (6,395 )   2004     30  

2037

  Mesquite   NV     3,280         5,559     5         5,559     5,559     (64 )   2012     40  

1285

  Cleveland   OH         823     2,726     660     853     2,671     3,524     (546 )   2006     40  

0400

  Harrison   OH             4,561     300         4,861     4,861     (1,776 )   1999     35  

1054

  Durant   OK         619     9,256     1,152     651     10,368     11,019     (1,609 )   2006     40  

0817

  Owasso   OK             6,582     594         7,176     7,176     (2,168 )   2005     40  

0404

  Roseburg   OR             5,707             5,707     5,707     (2,074 )   1999     35  

0252

  Clarksville   TN         765     4,184         765     4,184     4,949     (1,762 )   1998     35  

0624

  Hendersonville   TN         256     1,530     661     256     2,070     2,326     (588 )   2000     34  

0559

  Hermitage   TN         830     5,036     5,011     830     9,826     10,656     (2,613 )   2003     35  

0561

  Hermitage   TN         596     9,698     2,284     596     11,548     12,144     (3,123 )   2003     37  

0562

  Hermitage   TN         317     6,528     1,749     317     8,021     8,338     (2,218 )   2003     37  

0154

  Knoxville   TN         700     4,559     3,462     700     8,022     8,722     (2,162 )   1994     19  

0409

  Murfreesboro   TN         900     12,706         900     12,706     13,606     (5,767 )   1999     35  

0625

  Nashville   TN     9,089     955     14,289     1,475     955     15,518     16,473     (3,335 )   2000     34  

0626

  Nashville   TN     3,742     2,050     5,211     2,239     2,055     7,383     9,438     (1,543 )   2000     34  

0627

  Nashville   TN     530     1,007     181     554     1,007     715     1,722     (163 )   2000     34  

F-68


Table of Contents


HCP, Inc.

Schedule III: Real Estate and Accumulated Depreciation (Continued)

December 31, 2012

(Dollars in thousands)

 
   
   
   
   
   
   
  Gross Amount at Which Carried
As of December 31, 2012
   
   
   
 
 
   
   
   
  Initial Cost to Company    
   
   
  Life on Which
Depreciation in
Latest Income
Statement is
Computed
 
 
   
   
   
  Costs
Capitalized
Subsequent to
Acquisition
   
   
 
City
  State   Encumbrances at
December 31, 2012
  Land   Buildings and
Improvements
  Land   Buildings and
Improvements
  Total(1)   Accumulated
Depreciation
  Year
Acquired/
Constructed
 

0628

  Nashville   TN     5,298     2,980     7,164     1,331     2,980     8,440     11,420     (1,674 )   2000     34  

0630

  Nashville   TN     535     515     848     233     528     1,067     1,595     (219 )   2000     34  

0631

  Nashville   TN         266     1,305     789     266     1,991     2,257     (430 )   2000     34  

0632

  Nashville   TN         827     7,642     2,429     827     9,976     10,803     (2,213 )   2000     34  

0633

  Nashville   TN     9,567     5,425     12,577     3,185     5,425     15,729     21,154     (3,390 )   2000     34  

0634

  Nashville   TN     8,747     3,818     15,185     2,854     3,818     17,692     21,510     (4,081 )   2000     34  

0636

  Nashville   TN     436     583     450         583     450     1,033     (82 )   2000     34  

0573

  Arlington   TX     8,532     769     12,355     1,871     769     14,160     14,929     (2,954 )   2003     34  

0576

  Conroe   TX     2,787     324     4,842     1,588     324     6,326     6,650     (1,787 )   2000     34  

0577

  Conroe   TX     5,125     397     7,966     1,247     397     8,884     9,281     (1,789 )   2000     34  

0578

  Conroe   TX     5,355     388     7,975     1,474     388     9,328     9,716     (1,377 )   2000     *  

0579

  Conroe   TX     1,751     188     3,618     660     188     4,261     4,449     (779 )   2000     34  

0581

  Corpus Christi   TX         717     8,181     2,041     717     10,178     10,895     (2,758 )   2000     34  

0600

  Corpus Christi   TX         328     3,210     2,019     328     5,029     5,357     (1,277 )   2000     34  

0601

  Corpus Christi   TX         313     1,771     624     313     2,382     2,695     (651 )   2000     34  

0582

  Dallas   TX     5,268     1,664     6,785     2,056     1,693     8,692     10,385     (2,024 )   2000     34  

1314

  Dallas   TX         15,230     162,971     5,238     15,239     167,873     183,112     (29,471 )   2006     35  

0583

  Fort Worth   TX     2,906     898     4,866     1,231     898     6,041     6,939     (1,415 )   2000     34  

0805

  Fort Worth   TX             2,481     726     2     3,158     3,160     (963 )   2005     25  

0806

  Fort Worth   TX             6,070     35     5     6,024     6,029     (1,123 )   2005     40  

1061

  Granbury   TX             6,863     80         6,943     6,943     (1,115 )   2006     40  

0430

  Houston   TX         1,927     33,140     1,979     2,063     34,830     36,893     (13,129 )   1999     35  

0446

  Houston   TX         2,200     19,585     5,566     2,209     22,623     24,832     (12,966 )   1999     17  

0586

  Houston   TX         1,033     3,165     840     1,033     3,881     4,914     (930 )   2000     34  

0589

  Houston   TX     9,688     1,676     12,602     2,743     1,706     15,124     16,830     (3,510 )   2000     34  

0670

  Houston   TX         257     2,884     1,028     297     3,847     4,144     (807 )   2000     35  

0702

  Houston   TX             7,414     1,115     7     8,501     8,508     (1,891 )   2004     36  

1044

  Houston   TX             4,838     3,186         7,940     7,940     (1,802 )   2006     40  

0590

  Irving   TX     5,510     828     6,160     1,563     828     7,665     8,493     (1,544 )   2000     34  

0700

  Irving   TX             8,550     2,905         11,452     11,452     (2,601 )   2004     34  

1202

  Irving   TX         1,604     16,107     589     1,604     16,696     18,300     (2,699 )   2006     40  

1207

  Irving   TX         1,955     12,793     859     1,986     13,621     15,607     (2,051 )   2006     40  

1062

  Lancaster   TX         162     3,830     301     162     4,097     4,259     (760 )   2006     39  

0591

  Lewisville   TX     5,147     561     8,043     703     561     8,720     9,281     (1,620 )   2000     34  

0144

  Longview   TX         102     7,998     386     102     8,384     8,486     (3,488 )   1992     45  

0143

  Lufkin   TX         338     2,383     40     338     2,423     2,761     (988 )   1992     45  

0568

  McKinney   TX         541     6,217     629     541     6,433     6,974     (1,690 )   2003     36  

0569

  McKinney   TX             636     7,604         7,603     7,603     (1,695 )   2003     40  

0596

  Nassau Bay   TX     5,383     812     8,883     1,614     812     10,350     11,162     (1,825 )   2000     37  

1079

  North Richland Hills   TX             8,942     390         9,199     9,199     (1,528 )   2006     40  

2048

  North Richland Hills   TX         1,385     10,213         1,385     10,213     11,598     (142 )   2012     30  

0142

  Pampa   TX         84     3,242     569     84     3,811     3,895     (1,629 )   1992     45  

1048

  Pearland   TX             4,014     4,002         7,953     7,953     (1,685 )   2006     40  

0447

  Plano   TX         1,700     7,810     4,598     1,704     11,946     13,650     (3,467 )   1999     *  

0597

  Plano   TX     7,569     1,210     9,588     1,760     1,210     11,255     12,465     (2,491 )   2000     34  

0672

  Plano   TX     9,607     1,389     12,768     1,167     1,389     13,575     14,964     (2,752 )   2002     36  

1284

  Plano   TX         2,049     18,793     1,082     2,087     19,050     21,137     (5,122 )   2006     40  

1286

  Plano   TX         3,300             3,300         3,300         2006     **  

0815

  San Antonio   TX             9,193     773     12     9,924     9,936     (2,282 )   2006     35  

0816

  San Antonio   TX     4,473         8,699     1,035         9,696     9,696     (2,140 )   2006     35  

1591

  San Antonio   TX             7,309     288     12     7,585     7,597     (635 )   2010     30  

1977

  San Antonio   TX             26,191     610         26,799     26,799     (1,797 )   2011     30  

0598

  Sugarland   TX     3,815     1,078     5,158     1,456     1,084     6,472     7,556     (1,395 )   2000     34  

1081

  Texarkana   TX         1,117     7,423     566     1,177     7,929     9,106     (1,291 )   2006     40  

0599

  Texas City   TX     6,237         9,519     157         9,676     9,676     (1,666 )   2000     37  

0152

  Victoria   TX         125     8,977         125     8,977     9,102     (3,605 )   1994     45  

1592

  Bountiful   UT     5,154     999     7,426     55     999     7,481     8,480     (607 )   2010     30  

0169

  Bountiful   UT         276     5,237     561     330     5,743     6,073     (2,161 )   1995     45  

0346

  Castle Dale   UT         50     1,818     63     50     1,881     1,931     (757 )   1998     35  

0347

  Centerville   UT         300     1,288     191     300     1,479     1,779     (623 )   1999     35  

2035

  Draper   UT     5,810         10,803     79         10,876     10,876     (110 )   2012     45  

0350

  Grantsville   UT         50     429     39     50     468     518     (209 )   1999     35  

0469

  Kaysville   UT         530     4,493     146     530     4,639     5,169     (1,160 )   2001     43  

0456

  Layton   UT         371     7,073     377     389     7,359     7,748     (2,517 )   2001     35  

2042

  Layton   UT             10,275     7         10,275     10,275     (107 )   2012     45  

0359

  Ogden   UT         180     1,695     121     180     1,764     1,944     (715 )   1999     35  

F-69


Table of Contents


HCP, Inc.

Schedule III: Real Estate and Accumulated Depreciation (Continued)

December 31, 2012

(Dollars in thousands)

 
   
   
   
   
   
   
  Gross Amount at Which Carried
As of December 31, 2012
   
   
   
 
 
   
   
   
  Initial Cost to Company    
   
   
  Life on Which
Depreciation in
Latest Income
Statement is
Computed
 
 
   
   
   
  Costs
Capitalized
Subsequent to
Acquisition
   
   
 
City
  State   Encumbrances at
December 31, 2012
  Land   Buildings and
Improvements
  Land   Buildings and
Improvements
  Total(1)   Accumulated
Depreciation
  Year
Acquired/
Constructed
 

1283

  Ogden   UT         106     4,464     524     106     4,528     4,634     (719 )   2006     40  

0357

  Orem   UT         337     8,744     1,184     306     9,191     9,497     (4,044 )   1999     35  

0371

  Providence   UT         240     3,876     202     256     3,802     4,058     (1,474 )   1999     35  

0353

  Salt Lake City   UT         190     779     61     201     830     1,031     (342 )   1999     35  

0354

  Salt Lake City   UT         220     10,732     1,342     220     11,872     12,092     (4,563 )   1999     35  

0355

  Salt Lake City   UT         180     14,792     1,215     180     15,901     16,081     (6,251 )   1999     35  

0467

  Salt Lake City   UT         3,000     7,541     649     3,109     8,036     11,145     (2,410 )   2001     38  

0566

  Salt Lake City   UT         509     4,044     834     509     4,710     5,219     (1,264 )   2003     37  

2041

  Salt Lake City   UT             12,326     9         12,326     12,326     (125 )   2012     45  

2033

  Sandy   UT     3,170     867     3,513     8     867     3,513     4,380     (79 )   2012     20  

0358

  Springville   UT         85     1,493     188     85     1,682     1,767     (673 )   1999     35  

0482

  Stansbury   UT         450     3,201     346     450     3,484     3,934     (904 )   2001     45  

0351

  Washington Terrace   UT             4,573     1,946         6,167     6,167     (2,178 )   1999     35  

0352

  Washington Terrace   UT             2,692     439         2,801     2,801     (1,077 )   1999     35  

2034

  West Jordan   UT     7,958         12,021     10         12,021     12,021     (121 )   2012     45  

2036

  West Jordan   UT     1,509         1,383     11         1,383     1,383     (13 )   2012     20  

0495

  West Valley City   UT         410     8,266     1,002     410     9,268     9,678     (2,922 )   2002     35  

0349

  West Valley City   UT         1,070     17,463     76     1,036     17,566     18,602     (6,955 )   1999     35  

1208

  Fairfax   VA         8,396     16,710     2,848     8,408     19,545     27,953     (4,437 )   2006     28  

0572

  Reston   VA             11,902     44         11,875     11,875     (2,832 )   2003     43  

0448

  Renton   WA             18,724     1,523         19,580     19,580     (7,276 )   1999     35  

0781

  Seattle   WA             52,703     3,206         53,162     53,162     (11,795 )   2004     39  

0782

  Seattle   WA             24,382     3,634     21     27,188     27,209     (6,521 )   2004     36  

0783

  Seattle   WA             5,625     969         6,547     6,547     (4,806 )   2004     10  

0785

  Seattle   WA             7,293     1,341         7,875     7,875     (2,125 )   2004     33  

1385

  Seattle   WA             38,925     848         39,763     39,763     (7,329 )   2007     30  

2038

  Evanston   WY     2,213         4,601     12         4,601     4,601     (52 )   2012     40  

0884

  Coyoacan   DF         415     3,739     255     338     4,066     4,404     (736 )   2006     40  
                                                       

          $ 320,032   $ 192,906   $ 1,989,115   $ 313,338   $ 195,525   $ 2,255,103   $ 2,450,628   $ (506,859 )            
                                                       

Post—acute/skilled nursing

                                                                 

0012

  Livermore   CA         610     1,711     1,125     610     2,835     3,445     (2,788 )   1985     25  

0315

  Perris   CA         336     3,021         336     3,021     3,357     (1,552 )   1998     25  

0002

  Fort Collins   CO         499     1,913     1,454     499     3,114     3,613     (3,114 )   1985     25  

0018

  Morrison   CO         1,429     5,464     4,019     1,429     8,757     10,186     (8,565 )   1985     24  

0280

  Statesboro   GA         168     1,508         168     1,509     1,677     (798 )   1992     25  

0297

  Rexburg   ID         200     5,310         200     5,060     5,260     (2,097 )   1998     35  

0378

  Anderson   IN         500     4,724     1,734     500     6,057     6,557     (2,033 )   1999     35  

0384

  Angola   IN         130     2,900     2,798     130     5,698     5,828     (1,100 )   1999     35  

0385

  Fort Wayne   IN         200     4,150     2,667     200     6,817     7,017     (1,928 )   1999     38  

0386

  Fort Wayne   IN         140     3,760         140     3,760     3,900     (1,414 )   1999     35  

0387

  Huntington   IN         30     2,970     338     30     3,308     3,338     (1,159 )   1999     35  

0373

  Kokomo   IN         250     4,622     1,294     250     5,653     5,903     (1,462 )   1999     45  

0454

  New Albany   IN         230     6,595         230     6,595     6,825     (2,214 )   2001     35  

0484

  Tell City   IN         95     6,208     1,299     95     7,509     7,604     (1,802 )   2001     45  

0688

  Cynthiana   KY         192     4,875         192     4,875     5,067     (961 )   2004     40  

0071

  Mayfield   KY         218     2,797         218     2,792     3,010     (1,835 )   1986     40  

0298

  Franklin   LA         405     3,424         405     3,424     3,829     (1,780 )   1998     25  

0299

  Morgan City   LA         203     2,050         203     2,050     2,253     (1,065 )   1998     25  

0017

  Westborough   MA         858     2,975     2,894     858     5,866     6,724     (4,578 )   1985     30  

0388

  Las Vegas   NV         1,300     3,950     1,487     1,300     5,437     6,737     (1,486 )   1999     35  

0389

  Las Vegas   NV         1,300     5,800         1,300     5,800     7,100     (2,182 )   1999     35  

0390

  Fairborn   OH         250     4,850         250     4,850     5,100     (1,825 )   1999     35  

0391

  Georgetown   OH         130     4,970         130     4,970     5,100     (1,870 )   1999     35  

0063

  Marion   OH         218     2,971         218     2,966     3,184     (2,521 )   1986     30  

0038

  Newark   OH         400     8,588         400     8,577     8,977     (6,254 )   1986     35  

0392

  Port Clinton   OH         370     3,630         370     3,630     4,000     (1,366 )   1999     35  

0393

  Springfield   OH         250     3,950     2,113     250     6,063     6,313     (1,697 )   1999     35  

0394

  Toledo   OH         120     5,130         120     5,130     5,250     (1,930 )   1999     35  

0395

  Versailles   OH         120     4,980         120     4,980     5,100     (1,873 )   1999     35  

0695

  Carthage   TN         129     2,406         129     2,225     2,354     (535 )   2004     35  

0054

  Loudon   TN         26     3,879         26     3,873     3,899     (2,872 )   1986     35  

0047

  Maryville   TN         160     1,472         160     1,468     1,628     (862 )   1986     45  

0048

  Maryville   TN         307     4,376         307     4,369     4,676     (2,489 )   1986     45  

0285

  Fort Worth   TX         243     2,036     269     243     2,305     2,548     (1,212 )   1998     25  

0296

  Ogden   UT         250     4,685         250     4,435     4,685     (1,817 )   1998     35  

F-70


Table of Contents


HCP, Inc.

Schedule III: Real Estate and Accumulated Depreciation (Continued)

December 31, 2012

(Dollars in thousands)

 
   
   
   
   
   
   
  Gross Amount at Which Carried
As of December 31, 2012
   
   
   
 
 
   
   
   
  Initial Cost to Company    
   
   
  Life on Which
Depreciation in
Latest Income
Statement is
Computed
 
 
   
   
   
  Costs
Capitalized
Subsequent to
Acquisition
   
   
 
City
  State   Encumbrances at
December 31, 2012
  Land   Buildings and
Improvements
  Land   Buildings and
Improvements
  Total(1)   Accumulated
Depreciation
  Year
Acquired/
Constructed
 

0681

  Fishersville   VA         751     7,734         751     7,220     7,971     (1,570 )   2004     40  

0682

  Floyd   VA         309     2,263         309     1,893     2,202     (654 )   2004     25  

0689

  Independence   VA         206     8,366         206     7,810     8,016     (1,676 )   2004     40  

0683

  Newport News   VA         535     6,192         535     5,719     6,254     (1,243 )   2004     40  

0684

  Roanoke   VA         586     7,159         586     6,696     7,282     (1,454 )   2004     40  

0685

  Staunton   VA         422     8,681         422     8,136     8,558     (1,766 )   2004     40  

0686

  Williamsburg   VA         699     4,886         699     4,464     5,163     (971 )   2004     40  

0690

  Windsor   VA         319     7,543         319     7,018     7,337     (1,506 )   2004     40  

0687

  Woodstock   VA         603     5,395     9     605     4,987     5,592     (1,086 )   2004     40  
                                                       

          $   $ 16,696   $ 196,869   $ 23,500   $ 16,698   $ 213,721   $ 230,419   $ (86,962 )            
                                                       

Hospital

                                                                 

0126

  Sherwood   AR         709     9,604         709     9,587     10,296     (4,693 )   1990     45  

0113

  Glendale   AZ         1,565     7,050         1,565     7,050     8,615     (3,543 )   1988     45  

1038

  Fresno   CA         3,652     29,113     16,699     3,652     45,813     49,465     (10,320 )   2006     40  

0423

  Irvine   CA         18,000     70,800         18,000     70,800     88,800     (26,641 )   1999     35  

0127

  Colorado Springs   CO         690     8,338         690     8,338     9,028     (4,058 )   1989     45  

0425

  Palm Beach Garden   FL         4,200     58,250         4,200     58,250     62,450     (21,915 )   1999     35  

0887

  Atlanta   GA         4,300     13,690         4,300     11,890     16,190     (3,468 )   2007     40  

0426

  Roswell   GA         6,900     55,300         6,900     54,859     61,759     (20,687 )   1999     35  

0112

  Overland Park   KS         2,316     10,681         2,316     10,680     12,996     (5,558 )   1989     45  

1383

  Baton Rouge   LA         690     8,545     86     690     8,502     9,192     (1,557 )   2007     40  

0877

  Slidell   LA         1,490     22,034         1,490     20,934     22,424     (3,227 )   2006     40  

2031

  Slidell   LA         3,000         643     3,000     643     3,643         2012     **  

0429

  Hickory   NC         2,600     69,900         2,600     69,900     72,500     (26,296 )   1999     35  

0886

  Dallas   TX         1,820     8,508     26     1,820     7,454     9,274     (1,087 )   2007     40  

1319

  Dallas   TX         18,840     138,235     1,097     18,840     139,332     158,172     (22,658 )   2007     35  

1384

  Plano   TX         6,290     22,686     3,920     6,290     26,606     32,896     (4,346 )   2007     25  

0084

  San Antonio   TX         1,990     11,184         1,990     11,174     13,164     (6,104 )   1987     45  

0885

  Greenfield   WI         620     9,542         620     8,722     9,342     (1,270 )   2006     40  
                                                       

          $   $ 79,672   $ 553,460   $ 22,471   $ 79,672   $ 570,534   $ 650,206   $ (167,428 )            
                                                       

Total continuing operations properties

      $ 1,676,544   $ 1,844,818   $ 10,011,830   $ 904,045   $ 1,850,397   $ 10,771,168   $ 12,621,565   $ (1,737,429 )            
                                                       

Corporate and other assets

                2,729     4,014         3,180     3,180     (2,289 )            
                                                       

Total

      $ 1,676,544   $ 1,844,818   $ 10,014,559   $ 908,059   $ 1,850,397   $ 10,774,348   $ 12,624,745   $ (1,739,718 )            
                                                       

*
Property is in development or taken out of service and placed in redevelopment and not yet placed in service.

**
Represents land parcels held for development which are not depreciated.

A portion of the property has been taken out of service and placed in redevelopment.

(1)
At December 31, 2012, the tax basis of the Company's net real estate assets is less than the reported amounts by approximately $1.6 billion.

F-71


Table of Contents


HCP, Inc.

Schedule III: Real Estate and Accumulated Depreciation (Continued)

December 31, 2012

(Dollars in thousands)

 
  Year ended December 31,  
 
  2012   2011   2010  

Real estate:

                   

Balances at beginning of year

  $ 10,730,089   $ 9,756,927   $ 9,416,188  

Acquisition of real estate and development and improvements

    1,941,091     1,049,723     377,354  

Disposition of real estate

    (148,752 )   (21,737 )   (61,139 )

Impairments

    (7,878 )        

Balances associated with changes in reporting presentation(1)

    110,195     (54,824 )   24,524  
               

Balances at end of year

  $ 12,624,745   $ 10,730,089   $ 9,756,927  
               

Accumulated depreciation:

                   

Balances at beginning of year

  $ 1,449,579   $ 1,226,122   $ 1,015,263  

Depreciation expense

    302,332     294,480     254,799  

Disposition of real estate

    (32,942 )   (5,705 )   (27,123 )

Balances associated with changes in reporting presentation(1)

    20,749     (65,318 )   (16,817 )
               

Balances at end of year

  $ 1,739,718   $ 1,449,579   $ 1,226,122  
               

(1)
The balances associated with changes in reporting presentation represent real estate and accumulated depreciation related to properties placed into discontinued operations as of December 31, 2012.

F-72