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TABLE OF CONTENTS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents

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, 2010

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

3760 Kilroy Airport Way, Suite 300
Long Beach, California
(Address of principal executive offices)

 

90806
(Zip Code)

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

7.25% Series E Cumulative Redeemable Preferred Stock

  New York Stock Exchange

7.10% Series F Cumulative Redeemable Preferred 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: $9.9 billion.

          As of February 2, 2011 there were 371,011,207 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

          Portions of the definitive Proxy Statement for the registrant's 2010 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

    14  

Item 1B.

 

Unresolved Staff Comments

    27  

Item 2.

 

Properties

    27  

Item 3.

 

Legal Proceedings

    32  

Item 4.

 

(Removed and Reserved)

    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

    58  

Item 8.

 

Financial Statements and Supplementary Data

    59  

Item 9.

 

Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

    59  

Item 9A.

 

Controls and Procedures

    60  

Item 9B.

 

Other Information

    62  

 

PART III

       

Item 10.

 

Directors, Executive Officers and Corporate Governance

    62  

Item 11.

 

Executive Compensation

    62  

Item 12.

 

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

    62  

Item 13.

 

Certain Relationships and Related Transactions, and Director Independence

    63  

Item 14.

 

Principal Accountant Fees and Services

    63  

 

PART IV

       

Item 15.

 

Exhibits, Financial Statements and Financial Statement Schedules

    63  

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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 self-administered, Maryland real estate investment trust ("REIT") organized in 1985. 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) life science, (iii) medical office, (iv) post-acute/skilled nursing 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) DownREITs.

        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 dated September 2010 by the Centers for Medicare and Medicaid Services ("CMS"): (i) national health expenditures are projected to grow 4.2% in 2011; (ii) the average compounded annual growth rate for national health expenditures, over the projection period of 2009 through 2019, is anticipated to be 6.3%; and (iii) the healthcare industry is projected to represent 17.4% of U.S. GDP in 2011.

        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

         GRAPHIC

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. 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. Diversification reduces the likelihood that a single event would materially harm our business and allows us to take advantage of opportunities in different markets based on individual market dynamics. While pursuing our strategy of diversification, 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 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, which reduces the impact of rising interest rates on our operations.

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        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 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, "2010 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, 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 us. 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.

        Rental and related 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, 2010, we had interests in 251 senior housing facilities, including 25 facilities owned by our Investment Management Platform. Senior housing facilities include independent living facilities ("ILFs"), assisted living facilities ("ALFs") and continuing care retirement communities ("CCRCs"), which cater to different segments of the elderly population based upon their 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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        Our Investment Management Platform represents the following unconsolidated joint ventures: (i) HCP Ventures II, (ii) HCP Ventures III, LLC, (iii) HCP Ventures IV, LLC, and (iv) the HCP Life Science ventures. On January 14, 2011, the Company acquired its partner's 65% interest in HCP Ventures II, becoming the sole owner of this 25 senior housing property portfolio ("HCP Ventures II Acquisition"). For a more detailed description of these unconsolidated joint ventures, see Note 8 of the Consolidated Financial Statements.

        Our senior housing segment accounted for approximately 31%, 30% and 30% of total revenues for the years ended December 31, 2010, 2009 and 2008, respectively. The following table provides information about our senior housing operator concentration for the year ended December 31, 2010:

Operators
  Percentage of
Segment Revenues
  Percentage of
Total Revenues
 

Emeritus Corporation ("Emeritus")(1)

    32 %   10 %

Sunrise Senior Living, Inc. ("Sunrise")(1)(2)

    25 %   8 %

Brookdale Senior Living Inc. ("Brookdale")

    18 %   5 %

(1)
27 properties formerly operated by Sunrise were transitioned to Emeritus effective November 1, 2010. The percentage of segment revenues and total revenues for Sunrise excludes revenues from the transitioned properties, which are included in the revenues for Emeritus.

(2)
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.

        Life science.    At December 31, 2010, we had interests in 102 life science properties, including four facilities owned by our Investment Management Platform. These properties contain laboratory and office space primarily for biotechnology 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 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 or chemistry research initiatives. Life science properties are primarily configured in business park or campus settings and include multiple facilities and buildings. The business park and campus settings allow us the opportunity to provide flexible, contiguous/adjacent expansion that accommodates the growth of existing tenants in place. Our properties are located in well established geographical markets known for scientific research, including San Francisco, San Diego and Salt Lake City.

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        Our life science segment accounted for approximately 22%, 22% and 21% of total revenues for the years ended December 31, 2010, 2009 and 2008 respectively. The following table provides information about our life science tenant concentration for the year ended December 31, 2010:

Tenants
  Percentage of
Segment Revenues
  Percentage of
Total Revenues
 

Genentech, Inc. ("Genentech")

    20 %   4 %

Amgen, Inc. 

    18 %   4 %

        Medical office.    At December 31, 2010, we had interests in 253 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) and are primarily located on hospital campuses. Approximately 83% of our MOBs, based on square feet, are located on hospital campuses.

        Our medical office segment accounted for approximately 25%, 27% and 27% of total revenues for the years ended December 31, 2010, 2009 and 2008, respectively. During the year ended December 31, 2010, HCA, Inc. ("HCA"), as our tenant, contributed 13% of our medical office segment revenues.

        Post-acute/skilled nursing.    At December 31, 2010, we had interests in 45 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.

        In addition to our interests in SNFs, at December 31, 2010 our post-acute/skilled nursing segment includes debt investments in HCR ManorCare, Inc. ("HCR ManorCare") and Genesis HealthCare ("Genesis"), with par values of $1.72 billion and $328 million, respectively, at December 31, 2010.

        On December 13, 2010, we signed a definitive agreement to acquire substantially all of the real estate assets of HCR ManorCare, for a total consideration of $6.1 billion (the "HCR ManorCare Acquisition") that includes: (i) $3.53 billion in cash; (ii) $1.72 billion (par value) reinvestment of our existing debt investments in HCR ManorCare; and (iii) subject to certain adjustments, 25.7 million shares of our common stock to be issued directly to the shareholders of HCR ManorCare, or, at our option, a cash equivalent of $852 million. Upon closing, we will acquire 334 HCR ManorCare post-acute, skilled nursing and assisted living facilities. A wholly-owned subsidiary of HCR ManorCare will continue to operate the assets pursuant to a long-term triple-net master lease supported by a guaranty from HCR ManorCare. For a more detailed description of the HCR ManorCare Acquisition and these debt investments, see Notes 5 and 7, respectively, to the Consolidated Financial Statements.

        Our post-acute/skilled nursing segment accounted for approximately 12%, 10% and 11% of total revenues for the years ended December 31, 2010, 2009 and 2008, respectively. The following table

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provides information about our post-acute/skilled nursing operator/tenant concentration for the year ended December 31, 2010:

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

HCR ManorCare(1)

    71 %   9 %

Covenant Care

    6 %   1 %

Genesis(2)

    5 %   1 %

(1)
Subsequent to closing the HCR ManorCare Acquisition discussed above, we expect a significant increase in revenues earned from HCR ManorCare.

(2)
In September and October 2010, we acquired debt investments in Genesis with an aggregate par value of $328 million. The percentages of segment and total revenues presented for Genesis reflect revenues for a partial year.

        Hospital.    At December 31, 2010, 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 all leased to single tenants or operators under triple-net lease structures.

        In addition to our interests in hospitals, our hospital segment also includes mezzanine and mortgage loan investments, which at December 31, 2010 aggregated to $107 million.

        Our hospital segment accounted for approximately 10%, 11% and 11% of total revenues for the years ended December 31, 2010, 2009 and 2008, respectively. The following table provides information about our hospital operator/tenant concentration for the year ended December 31, 2010:

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

HCA

    28 %   6% (1)

Tenet Healthcare Corporation ("Tenet")

    19 %   2 %

(1)
Percentage of total revenues from HCA includes revenues earned from both our medical office and hospital segments. During the year ended December 31, 2010, we sold our remaining HCA debt investments of $141 million, which contributed $10 million of interest income during 2010.

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. Our interests in mortgages are issued by healthcare providers and are generally secured by healthcare real estate.

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        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 significant capital expenditures (generally more than 25% of acquisition cost or existing basis) to achieve property 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 35% 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.

        Non-managing member LLC ("DownREITs").    Our DownREIT structures enable us to acquire and hold real estate in operating DownREIT limited liability companies ("LLCs"). In connection with the formation of certain DownREIT LLCs, many members contribute appreciated real estate to the DownREIT LLC in exchange for DownREIT units that can be exchanged at some future date for shares of our stock or, at our election, redeemed for cash. These contributions are generally tax-deferred, so that the pre-contribution gain related to the real estate is not taxed to the contributing member. However, if the contributed real estate 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 these DownREITs, we entered into indemnification agreements with our members, under which, if any of the appreciated real estate contributed by the members is sold by the DownREIT in a taxable transaction within a specified number of years after the property was contributed, we will reimburse the affected members for the income taxes associated with the pre-contribution gain that is specifically allocated to the affected member. Since the formation of our first DownREIT LLC, we have acquired more than $1.0 billion of real estate utilizing DownREIT structures.

Portfolio Summary

        At December 31, 2010, we managed $14.5 billion of investments in our Owned Portfolio and Investment Management Platform. At December 31, 2010, we also owned $467 million of assets under development, including redevelopment, and land held for future development.

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Owned Portfolio

        As of December 31, 2010, our properties under lease and debt investments in our Owned Portfolio consisted of the following (square feet and dollars in thousands):

 
   
   
  Investment(2)    
  Year Ended
December 31, 2010
 
Segment
  Number of
Properties
  Capacity(1)   Properties
Under Lease
  Debt   Total
Investment
  NOI(3)   Interest
Income(4)
 

Senior housing

    226   25,822 Units   $ 4,231,788   $ (5) $ 4,231,788   $ 354,075   $ 364  

Life science

    98   6,508 Sq. ft.     3,135,271         3,135,271     228,270      

Medical office

    187   12,965 Sq. ft.     2,226,076         2,226,076     181,981      

Post-acute/SNF

    45   5,331 Beds     244,738     1,895,538 (6)   2,140,276     37,042     121,703  

Hospital

    17   2,368 Beds     648,346     107,328 (5)   755,674     78,661     38,096  
                               
 

Total

    573       $ 10,486,219   $ 2,002,866   $ 12,489,085   $ 880,029   $ 160,163  
                               

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


(1)
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.

(2)
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.

(3)
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 2010, refer to Note 14 in our Consolidated Financial Statements.

(4)
Interest income represents interest earned from our debt investments.

(5)
Senior housing interest income includes amounts earned from secured loans that matured or paid off in 2010. Hospital interest income includes amounts earned from debt securities that were sold in 2010.

(6)
At December 31, 2010, our debt investments with a carrying value of $1.6 billion (par value of $1.72 billion) in HCR ManorCare will be paid off at closing of the HCR ManorCare Acquisition. For a more detailed description of the HCR ManorCare Acquisition, see Note 5 of the Consolidated Financial Statements.

Developments and Redevelopments

        At December 31, 2010, in addition to our investments in properties under lease and debt investments, we have an aggregate investment of $467 million in assets under development, including redevelopment, and land held for future development, primarily in our life science and medical office segments.

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Investment Management Platform

        As of December 31, 2010, 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
 

Senior housing(3)

    25   5,621 Units   35%   $ 1,101,270   $ 73,193   $ 15  

Medical office(4)

    66   3,383 Sq. ft.   20 - 30%     705,537     76,379     31,755  

Life science

    4   278 Sq. ft.   50 - 63%     143,378     11,542     1,525  

Hospital

    4   N/A(5)   20%     81,382     7,894     1,145  
                           
 

Total

    99           $ 2,031,567   $ 169,008   $ 34,440  
                           

(1)
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 and hospitals are measured in licensed bed count.

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

(3)
On January 14, 2011, we acquired our partner's 65% interest and became the sole owner of this 25 senior housing property portfolio. For additional information regarding HCP Ventures II see Note 8 to the Consolidated Financial Statements.

(4)
During 2010, one MOB was placed into redevelopment; its statistics are not included in the medical office information.

(5)
Information not provided by the respective operator or tenant.

Employees of HCP

        At December 31, 2010, we had 148 full-time employees, none of whom is 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. 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 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.

        We seek to mitigate the risk to us resulting from the significant healthcare regulatory risks faced by our tenants and operators by diversifying our portfolio among property types and geographical areas, diversifying our tenant and operator base to limit our exposure to any single entity, and seeking tenants and operators who are not largely dependent on Medicaid reimbursement for their revenues. Based on information primarily provided by our tenants and operators, excluding our medical office segment, at December 31, 2010 we estimate that approximately 7% and 4% of the annualized base rental payments received from our tenants and operators are dependant on Medicare and Medicaid reimbursement, respectively.

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

        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 1997, 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 health maintenance organizations. As federal and state governments focus on healthcare reform initiatives, and as 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 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

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pharmaceutical product 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 myriad 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 four categories:

Risks Related to Our Business

Volatility 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 undergone and may continue to experience pervasive and fundamental disruptions. While the capital markets 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 if our access to such capital is unavailable, limited or on unfavorable terms, we may not be able to meet commitments as they become due or make future investments necessary to grow our business.

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

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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 refinance our debt obligations, fund dividend payments, acquire properties and fund operations 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 and preferred equity securities 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 indebtedness as of December 31, 2010 was approximately $4.6 billion, and after giving effect to the sale of unsecured notes issued on January 24, 2011 was approximately $7.0 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 a substantial portion of our cash flow to make 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, leverage ratio, tangible net worth requirements and REIT status. Our continued ability to incur indebtedness and operate in general is subject to compliance with these financial and other covenants, which limit our operational flexibility. For example, mortgages on our properties contain customary covenants such as those that limit or restrict our ability, without the consent of the lender, to further encumber or sell the applicable properties, or to replace the applicable tenant or operator. Breaches of certain covenants may result in defaults under the mortgages on our properties and cross-defaults under certain of our other indebtedness, even if we satisfy our payment obligations to the respective obligee. Additionally, defaults under the leases or operating agreements related to mortgaged properties, including defaults

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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 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.

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

        From time to time, we may be directly involved in a number of legal proceedings, lawsuits and other claims. See "Legal Proceedings" in Part I, Item 3 in this report for a discussion of certain legal proceedings in which we are involved. 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 pending or future litigation may have a material adverse effect on our 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, pending or future litigation. In addition, pending litigation or future litigation, government proceedings or environmental matters could lead to increased costs or interruption of our normal business operations.

A small number of operators, tenants and borrowers account for a large percentage of our revenues.

        During the year ended December 31, 2010, approximately 38% of our total revenues are generated by our leasing or financial arrangements with the following five companies: Emeritus 10%; HCR ManorCare 9%; Sunrise 8%; HCA 6%; and Brookdale 5%. Upon closing the anticipated HCR ManorCare Acquisition in March 2011, revenues earned from HCR ManorCare will increase significantly. The failure or inability of these operators, tenants or borrowers 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.

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 or occupy 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. 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 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

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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. 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, including 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.

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 us. Increased competition makes it more challenging for us to identify and successfully capitalize on opportunities that meet our business goals. 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 may 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:

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 acquisitions include the loss of key employees, the disruption of our ongoing business or that of the

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acquired entity, possible inconsistencies in standards, controls, procedures and policies and the assumption of unexpected liabilities. 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. Although our chief executive officer has an employment agreement with us, we cannot assure you that he will remain employed with us. The loss or limited availability of the services of our chief executive officer or 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.

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. 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.

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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 substances 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. We may also experience environmental liabilities arising from conditions not known to us.

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 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 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 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 health care 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.

We may be required to impair the carrying values of the straight-line rents receivable or lease intangibles or impair the related carrying value of leased properties.

        Many of our operating leases also contain non-contingent rent escalators for which we recognize income on a straight-line basis over the lease term. This method results in rental income in the early years of a lease being higher than actual cash received, creating a straight-line rent receivable asset included in the caption "Other assets, net" on our consolidated balance sheets. At some point during

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the lease, depending on its terms, the cash rent payments eventually exceed the straight-line rent which results in the straight-line rent receivable asset decreasing to zero over the remainder of the lease term. We assess the collectability of the straight-line rent that is expected to be collected in a future period, and, depending on circumstances, we may provide a reserve against the previously recognized straight-line rent receivable asset for a portion, up to its full value, that we estimate may not be recoverable. In addition, upon acquisition of a leased property that we account for as an operating lease, we may record lease-related intangible assets. The balance of straight-line rent receivable at December 31, 2010, net of allowances was $207 million. We had approximately $316 million of lease-related intangible assets, net of amortization, and $148 million of lease-related intangible liabilities, net of amortization, associated with our operating leases at December 31, 2010. To the extent any of the operators or tenants for our properties, for the reasons discussed above, become unable to pay amounts due, we may be required to impair the carrying values of the straight-line rents receivable or lease intangibles or may impair the related carrying value of leased properties.

The current U.S. housing market may adversely affect our operators' and tenants' ability to increase or maintain occupancy levels at, and rental income from, our senior housing facilities.

        Our tenants and operators may have relatively flat or declining occupancy levels in the near-term due to falling home prices, declining incomes, stagnant home sales and other economic factors. Seniors may choose to postpone their plans to move into senior housing facilities rather than sell their homes at a loss, or for a profit below their expectations. Moreover, tightening lending standards have made it more difficult for potential buyers to obtain mortgage financing, all of which have contributed to the declining home sales. In addition, the senior housing segment may continue to experience a decline in occupancy associated with private pay residents choosing to move out of the facilities to be cared for at home by relatives due to the weak economy. A material decline in our tenants' and operators' occupancy levels and revenues may make it more difficult for them to meet their financial obligations to us, which could materially adversely affect our business, results of operations and financial condition.

Operators and tenants that fail to comply with the requirements of 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:

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        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.

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 and local licensure, certification and inspection laws and regulations. Our operators' or tenants' failure to comply with any of these laws 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 and/or certificate of need to operate. Failure of any operator or tenant to obtain a license or certificate of need, or loss of a required license 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.

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. While Congress passed comprehensive legislation last year that provides for significant changes to the U.S. healthcare system over the next ten years, Congress is currently considering making changes to that new legislation. In addition, the comprehensive health care legislation passed by Congress in 2010 provides for extensive future rulemaking by regulatory authorities. 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 health care programs, we cannot accurately predict today the impact of those regulations on our operators and tenants and thus on our business.

Increased competition, as well as an inability to grow revenues as originally forecast, have resulted 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

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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 obligation to us, potentially decreasing our revenues and increasing our collection and dispute costs.

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. 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, which may require unanticipated expenditures on our part.

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.

Tax and REIT-Related Risks

Loss of our tax status as a REIT would substantially reduce our available funds and would have material adverse consequences to 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.

Certain property transfers may generate prohibited transaction income, resulting in a penalty tax on gain attributable to the transaction.

        From time to time, we may transfer or otherwise dispose of some of our properties. Under the Code, any gain resulting from transfers of properties that we hold as inventory or primarily for sale to customers in the ordinary course of business would be treated as income from a prohibited transaction subject to a 100% penalty tax. Since we acquire properties for investment purposes, we do not believe that our occasional transfers of property are properly treated as prohibited transactions. However, the determination that a transfer constitutes a prohibited transaction is based on the facts and circumstances surrounding each transfer. The Internal Revenue Service ("IRS") may contend that certain transfers of properties by us are prohibited transactions. While we believe that the IRS would not prevail in any such dispute, if the IRS were to argue successfully that a transfer of property constituted a prohibited transaction, then we would be required to pay a 100% penalty tax on any gain from the prohibited transaction. In addition, income from a prohibited transaction might materially adversely affect our ability to satisfy the income tests for qualification as a REIT for federal income tax purposes.

We could in the future choose to pay dividends in our own stock, in which case you may be required to pay tax in excess of the cash you receive.

        Under certain circumstances, a stock dividend will be a taxable dividend if each stockholder can elect to receive the distribution in cash, even if the aggregate cash amount paid to all stockholders is limited. Accordingly, if we decide to pay a stock dividend in such a manner, your taxable dividend will include the amount of stock and your tax liability with respect to such dividend may be significantly greater than the amount of cash you receive.

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.

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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.

Risks Related to our Legal Organizational Structure

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

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

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

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 no 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.

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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 investments as of and for the year ended December 31, 2010 (square feet and dollars in thousands).

 
   
   
   
  2010  
Facility Location
  Number of
Facilities
  Capacity(1)   Gross
Real Estate(2)
  Rental
Revenues(3)
  Operating
Expenses
 

Senior housing:

          (Units)
                   

California

    27     3,131   $ 571,843   $ 82,767   $ 28,192  

Florida

    28     3,471     440,372     40,951     45  

Texas

    24     3,246     379,938     38,211      

Virginia

    10     1,333     272,249     20,961     53  

Illinois

    11     983     190,891     13,261      

New Jersey

    8     803     179,553     11,518     53  

Colorado

    5     893     175,158     11,665     1  

Alabama

    3     626     142,743     12,248     27  

Other (26 States)

    83     8,195     1,221,886     101,926     500  
                       
 

Total senior housing

    199     22,681   $ 3,574,633   $ 333,508   $ 28,871  
                       

Life science:

          (Sq. Ft.)
                   

California

    88     5,838   $ 2,817,199   $ 263,903   $ 46,991  

Utah

    10     670     114,134     12,859     1,501  
                       
 

Total life science

    98     6,508     2,931,333     276,762     48,492  
                       

Medical office:

          (Sq. Ft.)                    

Texas

    45     4,064   $ 611,960   $ 94,359   $ 43,773  

California

    14     788     189,316     26,767     14,237  

Colorado

    16     1,031     177,325     26,050     11,227  

Washington

    6     651     150,331     27,163     10,058  

Tennessee

    16     1,462     142,898     25,066     10,120  

Florida

    19     1,010     135,379     23,614     10,277  

Utah

    22     956     128,152     16,774     4,614  

Kentucky

    9     794     41,656     13,263     4,423  

Other (18 States and Mexico)

    40     2,209     546,084     56,808     19,154  
                       
 

Total medical office

    187     12,965     2,123,101     309,864     127,883  
                       

Post-acute/skilled nursing:

          (Beds)
                   

Virginia

    9     934   $ 59,640   $ 6,854   $ 2  

Indiana

    8     847     44,174     7,509      

Ohio

    8     1,120     43,040     7,381     3  

Colorado

    2     240     13,899     1,587      

California

    3     379     13,558     2,225     36  

Tennessee

    4     572     12,557     3,444     107  

Nevada

    2     267     12,350     2,764      

Other (7 States)

    9     972     35,559     5,478     52  
                       
 

Total post-acute/skilled nursing

    45     5,331   $ 234,777   $ 37,242   $ 200  
                       

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  2010  
Facility Location
  Number of
Facilities
  Capacity(1)   Gross
Real Estate(2)
  Rental
Revenues(3)
  Operating
Expenses
 

Hospital:

          (Beds)
                   

Texas

    4     959   $ 212,034   $ 29,160   $ 4,793  

California

    2     176     123,517     16,835      

Georgia

    2     274     79,749     11,481     3  

North Carolina

    1     355     72,500     7,789     50  

Florida

    1     199     62,450     7,767      

Other (6 States)

    7     405     83,959     10,459     (16 )
                       
 

Total hospital

    17     2,368   $ 634,209   $ 83,491   $ 4,830  
                       

Total properties

    546         $ 9,498,053   $ 1,040,867   $ 210,276  
                         

(1)
Senior housing facilities are apartment-like facilities and are therefore measured in units (e.g. studio, one or two bedroom apartments). Life science facilities and medical office buildings are measured in square feet. SNFs and hospitals are measured in licensed bed count.

(2)
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 and tenant recoveries.

        On January 14, 2011, we acquired our partner's 65% interest in a joint venture that owns 25 senior housing assets, becoming the sole owner of the portfolio. This transaction valued the venture's real estate assets at $860 million. The senior housing facilities are located in Arizona, California, Florida, Illinois, Rhode Island and Texas.

        The following table summarizes key operating and leasing statistics for all of our operating leases as of and for the years ended December 31, (square feet and dollars in thousands):

 
  2010   2009   2008   2007   2006  

Senior housing:

                               
 

Average occupancy percentage(1)

    86 %   87 %   89 %   90 %   91 %
 

Average effective annual rental per unit(1)(2)

  $ 13,674   $ 12,366   $ 12,931   $ 12,516   $ 11,239  
 

Units(2)

    22,681     21,830     21,833     21,711     20,543  

Life science:

                               
 

Average occupancy percentage

    89 %   91 %   88 %   83 %   99 %
 

Average effective annual rental per square foot

  $ 38   $ 39   $ 32   $ 30   $ 20  
 

Square feet(2)

    6,508     6,083     6,072     5,843     847  

Medical office:

                               
 

Average occupancy percentage

    91 %   91 %   90 %   91 %   92 %
 

Average effective annual rental per square foot

  $ 23   $ 23   $ 22   $ 21   $ 15  
 

Square feet(2)

    12,965     12,722     12,716     12,726     11,741  

Post-acute/skilled nursing:

                               
 

Average occupancy percentage(1)

    85 %   85 %   87 %   87 %   87 %
 

Average effective annual rental per bed(1)(2)

  $ 6,778   $ 6,648   $ 6,432   $ 6,603   $ 6,221  
 

Beds(2)

    5,331     5,331     5,331     5,025     5,123  

Hospital:

                               
 

Average occupancy percentage(1)

    58 %   58 %   62 %   60 %   63 %
 

Average effective annual rental per bed(1)(2)

  $ 33,855   $ 30,529   $ 34,354   $ 31,306   $ 32,637  
 

Beds(2)

    2,368     2,345     2,361     2,347     1,311  

(1)
Represents occupancy and unit/bed amounts as reported by the respective tenants or operators. Certain operators in our hospital portfolio are not required under their respective leases to provide operational data.

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(2)
Per unit rental amounts are presented as a ratio of base rents earned by us divided by the capacity of our facilities. Effective annual rental amounts primarily exclude non-cash revenue adjustments, (i.e., straight-line rents, amortization of above and below market lease intangibles and deferred revenues) termination fees and tenant recoveries. The capacity for senior housing facilities is measured in units (e.g., studio, one or two bedroom units). The capacity for life science facilities and medical office buildings is measured in square feet. The capacity for SNFs and hospitals is measured in licensed bed count.

Development Properties

        The following table sets forth the properties owned by us in our life science and medical office segments as of December 31, 2010 that are currently under redevelopment (dollars in thousands):

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

Life science:

                       
 

500/600 Saginaw

  Redwood City, CA     1Q 2010   $ 39,761   $ 52,029  
 

Modular Labs IV(3)

  So. San Francisco, CA     4Q 2010     49,985     55,948  
 

Soledad (Westridge)

  San Diego, CA     2Q 2011     9,807     14,582  
 

1030 Massachusetts Avenue

  Cambridge, MA     1Q 2012     19,296     39,172  

Medical office:

                       
 

Knoxville

  Knoxville, TN     3Q 2011     5,729     8,740  
 

Westpark Plaza

  Plano, TX     1Q 2012     9,497     16,022  
 

Folsom Blvd

  Sacramento, CA     1Q 2012     27,875     36,800  
 

Innovation Drive

  San Diego, CA     1Q 2012     23,482     37,100  
                     

            $ 185,432   $ 260,393  
                     

(1)
For development projects, management's estimate of the date the core and shell structure improvements are expected to be or have been 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 $185 million includes the following: (i) $46 million in development costs and construction in progress, (ii) $90 million of buildings and (iii) $49 million of land. Development costs and construction in progress of $144 million presented on the Consolidated Balance Sheet includes the following: (i) $46 million of costs for development projects in process; (ii) $60 million of costs for land held for development; and (iii) $38 million for tenant and other facility related improvement projects in process.

(3)
Represents three facilities, one of which was placed in redevelopment (out of service) in 2010.

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Tenant Lease Expiration

        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 (dollars in thousands):

 
   
  Expiration Year  
Segment
  Total   2011(2)   2012   2013   2014   2015   2016   2017   2018   2019   2020   Thereafter  

Senior housing:

                                                                         
 

Properties

    226         1     4     5     1     19     12     49     12     33     90  
 

Base rent(1)

  $ 333,127   $   $ 324   $ 18,781   $ 4,908   $ 197   $ 30,562   $ 19,329   $ 90,229   $ 15,021   $ 48,769   $ 105,007  
 

% of segment base rent

    100             6     1         9     6     27     4     15     32  

Life science:

                                                                         
 

Square feet

    5,876     358     144     184     595     892     139     667     635         922     1,340  
 

Base rent(1)

  $ 212,714   $ 10,754   $ 4,362   $ 5,995   $ 15,250   $ 25,858   $ 3,881   $ 24,684   $ 27,258   $   $ 40,077   $ 54,595  
 

% of segment base rent

    100     5     2     3     7     12     2     12     12         19     26  

Medical office:

                                                                         
 

Square feet

    11,798     1,621     1,471     1,708     1,364     1,322     691     696     797     670     829     629  
 

Base rent(1)

  $ 247,928   $ 37,153   $ 32,364   $ 31,333   $ 30,272   $ 29,048   $ 12,973   $ 14,769   $ 15,730   $ 13,556   $ 18,779   $ 11,951  
 

% of segment base rent

    100     15     13     13     12     12     5     6     6     6     8     4  

Skilled nursing:

                                                                         
 

Properties

    45                 9     1     6     9     3     12     4     1  
 

Base rent(1)

  $ 36,379   $   $   $   $ 6,930   $ 429   $ 5,346   $ 8,193   $ 1,650   $ 9,693   $ 2,915   $ 1,223  
 

% of segment base rent

    100                 19     1     15     22     5     27     8     3  

Hospital:

                                                                         
 

Properties

    17             1     3             2         4         7  
 

Base rent(1)

  $ 65,749   $   $   $ 2,478   $ 16,018   $   $   $ 4,547   $   $ 6,273   $   $ 36,433  
 

% of segment base rent

    100             4     24             7         10         55  

Total:

                                                                         
 

Base rent(1)

  $ 895,897   $ 47,907   $ 37,050   $ 58,587   $ 73,378   $ 55,532   $ 52,762   $ 71,522   $ 134,867   $ 44,543   $ 110,540   $ 209,209  
 

% of total base rent

    100     5     4     7     8     6     6     8     15     5     12     24  

(1)
The most recent monthly base rent (including additional rent floors) annualized for twelve 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, 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

        See the Ventas, Inc. ("Ventas") and Sunrise litigation matters 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.    (Removed and Reserved)

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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.

 
  2010   2009   2008  
 
  High   Low   High   Low   High   Low  

First Quarter

  $ 34.37   $ 26.70   $ 27.77   $ 14.93   $ 35.14   $ 26.80  

Second Quarter

    34.50     28.53     24.50     17.07     38.75     31.14  

Third Quarter

    38.05     31.08     30.73     19.79     42.16     30.12  

Fourth Quarter

    37.65     31.87     33.45     26.94     39.83     14.26  

        At February 2, 2011, we had approximately 12,585 stockholders of record and there were approximately 153,038 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 Internal Revenue Code governing REITs. The cash dividends per share paid on common stock are set forth below:

 
  2010   2009   2008  

First Quarter

  $ 0.465   $ 0.46   $ 0.455  

Second Quarter

    0.465     0.46     0.455  

Third Quarter

    0.465     0.46     0.455  

Fourth Quarter

    0.465     0.46     0.455  
               
 

Total

  $ 1.86   $ 1.84   $ 1.82  
               

        On January 27, 2011, we announced that our Board of Directors declared a quarterly common stock cash dividend of $0.48 per share. The common stock dividend will be paid on February 23, 2011 to stockholders of record as of the close of business on February 10, 2011.

        On January 27, 2011, we announced that our Board of Directors declared a quarterly cash dividend of $0.45313 per share on our Series E cumulative redeemable preferred stock and $0.44375 per share on our Series F cumulative redeemable preferred stock. These dividends will be paid on March 31, 2011 to stockholders of record as of the close of business on March 15, 2011.

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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, 2010.


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
 

October 1-31, 2010

    5,462   $ 36.89          

November 1-30, 2010

    143     32.55          

December 1-31, 2010

    617     33.31          
                     
 

Total

    6,222     36.44          
                     

(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, 2006 to December 31, 2010. 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, 2006–DECEMBER 31, 2010

(JANUARY 1, 2006 = 100)

Stock Price Performance Graph Total Return

CHART

Assumes $100 invested January 1, 2006 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, 2010.

 
  Year Ended December 31,(1)(2)  
 
  2010   2009(3)   2008   2007   2006  
 
  (Dollars in thousands, except per share data)
 

Income statement data:

                               

Total revenues

  $ 1,255,134   $ 1,148,902   $ 1,144,996   $ 945,512   $ 473,332  

Income from continuing operations

    321,592     101,143     224,506     129,000     41,293  

Net income applicable to common shares

    307,498     109,069     425,368     565,080     393,681  

Income from continuing operations applicable to common shares:

                               

Basic earnings per common share

    0.93     0.23     0.76     0.39     0.02  

Diluted earnings per common share

    0.93     0.23     0.76     0.39     0.02  

Net income applicable to common shares:

                               

Basic earnings per common share

    1.01     0.40     1.79     2.72     2.66  

Diluted earnings per common share

    1.00     0.40     1.79     2.70     2.65  

Balance sheet data:

                               

Total assets

    13,331,923     12,209,735     11,849,826     12,521,772     10,012,749  

Debt obligations(4)

    4,646,345     5,656,143     5,937,456     7,510,907     6,202,015  

Total equity

    8,146,047     5,958,609     5,407,840     4,442,980     3,455,801  

Other data:

                               

Dividends paid

    590,735     517,072     457,643     393,566     266,814  

Dividends paid per common share

    1.86     1.84     1.82     1.78     1.70  

(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)
On August 3, 2009, we purchased a participation in the first mortgage debt of HCR ManorCare and on December 21, 2007, we made an investment in HCR ManorCare mezzanine loans. We completed our acquisitions of Slough Estates USA, Inc. ("SEUSA") on August 1, 2007, and CRP and CRC on October 5, 2006. The impact on our results of operations from these investments is reflected in our consolidated financial statements from those dates.

(3)
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, 2010, our portfolio of investments, including properties owned by our Investment Management Platform, consisted of interests in 672 facilities and $2.0 billion of mezzanine and other secured loan investments.

        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 into assets with higher return potential. We make investments where the expected risk-adjusted return exceeds our cost of capital and strive to capitalize on our operator, tenant and other business relationships.

        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.

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        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. During the year ended December 31, 2010, we sold real estate and debt investments for $230 million, resulting in gains of $33 million.

        We primarily generate revenue by leasing healthcare 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 substantial recovery of operating expenses; however, some of our medical office and life science leases are structured as gross or modified gross leases. Accordingly, for such MOBs and life science facilities we incur certain property operating expenses, such as real estate taxes, repairs and maintenance, property management fees, utilities 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.

        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.

2010 Transaction Overview

        On December 13, 2010, we signed a definitive agreement to acquire substantially all of the real estate assets of HCR ManorCare for total consideration of $6.1 billion that includes: (i) $3.53 billion in cash; (ii) $1.72 billion (par value) reinvestment of our existing debt investments in HCR ManorCare; and (iii) subject to certain adjustments, 25.7 million shares of our common stock to be issued directly to the shareholders of HCR ManorCare, or, at our option, a cash equivalent of $852 million. We will acquire 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 will continue to operate the assets pursuant to a long-term triple-net master lease supported by a guaranty from HCR ManorCare.

        On January 14, 2011, we acquired our partner's 65% interest in a joint venture that owns 25 senior housing assets, becoming the sole owner of the portfolio. At closing, we paid approximately $137 million in cash for the interest and assumed our partner's share of approximately $650 million of Fannie Mae debt secured by the assets. This transaction valued the venture's real estate assets at $860 million. The assets were originally acquired on October 5, 2006, through our acquisition of CNL Retirement Properties, Inc., and were contributed to the joint venture in January 2007.

        In September and October 2010, we acquired debt investments in Genesis for $290 million, representing a $38 million discount from their aggregate par value of $328 million. The investments represent a portion of the $1.671 billion of debt incurred with the $2.0 billion acquisition of Genesis in July 2007. The $328 million investment consists of two participation interests in the senior term loan with an aggregate par value of $277.6 million that were purchased for $249.9 million and a $50 million participation interest in the secured mezzanine debt that was purchased for $40 million.

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        The senior loan bears interest on the par value at LIBOR (subject to a current 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 is prepayable anytime without penalty, matures in September 2014 and is secured by all of Genesis' assets. The mezzanine note bears interest on the par value at LIBOR plus a spread of 7.50% and matures in September 2014. In addition to the coupon interest payments, the mezzanine note requires payment of a termination fee, of which our share is currently $2 million, increasing to a maximum of $5 million if the debt is repaid in full at maturity. The mezzanine note is subordinate to the senior loan and secured by the indirect pledge of equity ownership in Genesis' assets.

        On November 1, 2010, we exercised our rights to terminate management contracts relating to 27 senior housing communities previously operated by Sunrise. We had acquired these termination rights as a part of our previously announced August 2010 settlement with Sunrise. These senior housing communities are now master-leased to and operated by Emeritus. Our net investment to acquire the termination rights to transition these 27 communities to Emeritus was $41 million, which was comprised of a $50 million payment to Sunrise that was partially offset for certain working capital acquired in conjunction with this transaction.

        During the year ended December 31, 2010, we made additional investments of $431 million as follows: (i) acquisition of real estate of $255 million; (ii) funding construction and other capital projects of $135 million primarily in our life science segment and (iii) buyout of management contracts for 27 Sunrise-managed communities for $41 million (discussed above). Additional details regarding certain of the above investments are as follows:

        During the year ended December 31, 2010, we sold investments of $230 million as follows: (i) $174 million of debt investments, recognizing gains of $13 million and (ii) sales of real estate and other debt investments for $76 million, recognizing gain on sales of real estate of $21 million.

        During the year ended December 31, 2010, we raised $2.5 billion in equity capital, as discussed below:

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        On January 24, 2011, we 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 have a weighted average maturity of 10.3 years and a weighted average yield of 4.83%. The net proceeds of the offering were $2.37 billion.

Dividends

        Quarterly dividends paid during 2010 aggregated $1.86 per share. On January 27, 2011, we announced that our Board of Directors declared a quarterly common stock cash dividend of $0.48 per share. The common stock dividend will be paid on February 23, 2011 to stockholders of record as of the close of business on February 10, 2011. Based on the first quarter's dividend, the annualized rate of distribution for 2011 is $1.92, compared with $1.86, which represents a 3.2% increase.

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 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 at inception of our involvement or on a continuous basis when determining the primary beneficiary of a VIE affects the presentation of these entities in our

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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 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 effective 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.

        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 acquisition, 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.

        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

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carrying amount of the asset to the 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 by applying the two-step approach. If the fair value of a reporting unit containing goodwill is less than its carrying value, then a 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 estimated 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 are 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. When 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 of investments in unconsolidated joint 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, 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

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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 and state 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 in income, other than adjustments to income tax liabilities acquired in business combinations, which are adjusted through goodwill.

Results of Operations

        We evaluate our business and allocate resources among our five business segments: (i) senior housing, (ii) life science, (iii) medical office, (iv) post-acute/skilled nursing and (v) hospital. Under the senior housing, life science, post-acute/skilled nursing and hospital segments, we invest primarily in single operator or tenant properties, through the acquisition and development of real estate, and by debt issued by operators in these sectors. Under the medical office segment, we invest through the acquisition of MOBs that are primarily leased under gross or modified gross 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).

        Subject to closing the HCR ManorCare Acquisition (anticipated in March 2011), we expect to account for the leases of the 334 HCR ManorCare post-acute, skilled nursing and assisted living facilities as DFLs. As a result, we expect significant increases in our income from DFLs. Further, a portion of the consideration for the HCR ManorCare Acquisition will be provided by the reinvestment of our existing $1.72 billion (par value) debt investments in HCR ManorCare, which will result in a significant reduction of interest income in 2011.

        On January 14, 2011, we acquired our partner's 65% interest in HCP Ventures II, becoming the sole owner of the portfolio. During 2011, we expect increases in rental and related revenues and decreases in investment management fee income as a result of acquiring our partner's interest in HCP Ventures II.

        On January 24, 2011, we issued $2.4 billion of senior unsecured notes with a combined weighted average yield of 4.83%. As a result of the issuance of these senior unsecured notes, we expect a significant increase in interest expense for 2011.

Comparison of the Year Ended December 31, 2010 to the Year Ended December 31, 2009

 
  Year Ended
December 31,
  Change  
Segments
  2010   2009   $   %  
 
  (dollars in thousands)
   
 

Senior housing

  $ 333,508   $ 288,163   $ 45,345     16 %

Life science

    237,160     214,134     23,026     11  

Medical office

    262,854     260,238     2,616     1  

Post-acute/skilled nursing

    37,242     36,585     657     2  

Hospital

    81,091     79,372     1,719     2  
                     
 

Total

  $ 951,855   $ 878,492   $ 73,363     8 %
                     

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        Income from direct financing leases.    Income from DFLs decreased $2.1 million to $49.4 million for the year ended December 31, 2010. The decrease was primarily due to three DFLs that were deemed to be substantially impaired during 2009 (see Note 6 to the Consolidated Financial Statements).

        Interest income.    For the year ended December 31, 2010, interest income increased $36.0 million to $160.2 million. The increase was primarily related to: (i) $30.4 million of additional interest earned from the purchase of a participation in the first mortgage debt of HCR ManorCare in August 2009, (ii) a $11 million of prepayment penalty upon the early repayment of a mortgage loan that was secured by a hospital, and (iii) $8.0 million of additional income earned from the debt investments of Genesis purchased during 2010. These increases in interest income were partially offset by a $12.7 million decrease of interest earned from marketable debt securities that were sold in 2009 and 2010. For a more detailed description of our mezzanine loan and participation in the first mortgage debt of HCR ManorCare and Genesis, see Note 7 to the Consolidated Financial Statements. Our exposure to income fluctuations related to our variable rate loans is partially mitigated by our variable rate indebtedness. For a more detailed discussion of our interest rate risk, see "Quantitative and Qualitative Disclosures About Market Risk" in Item 7A.

        Investment management fee income.    Investment management fee income decreased $0.6 million to $4.7 million for the year ended December 31, 2010.

        Depreciation and amortization expense.    Depreciation and amortization expenses decreased $4.8 million to $312.0 million for the year ended December 31, 2010. The decrease in depreciation and amortization expense is primarily the result of lower depreciation from assets that were fully depreciated in 2009 and 2010, partially offset by additional amortization expense from leasing costs and tenant and capital improvements expenditures that were incurred in 2009 and 2010, and increases due to our 2010 real estate acquisitions.

        Interest expense.    For the year ended December 31, 2010, interest expense decreased $10.2 million to $288.7 million. The decrease was primarily due to the decrease of: (i) $5.8 million from the net impact of the repayment of mortgage debt related to contractual maturities, partially offset by secured debt financing obtained in connection with our purchase of a participation in the first mortgage debt of HCR ManorCare, (ii) $4.6 million resulting from the repayment of our bridge loan in May 2009 and term loan in March 2010, (iii) $2.9 million resulting from the repayment of $206 million of senior unsecured notes in 2010, and (iv) $1.7 million resulting from the benefit of an interest-rate swap (pay float and receive fixed) that was placed on $250 million of our unsecured senior notes in June 2009. The decreases in interest expense were partially offset by a decrease of $4.3 million of capitalized interest related to assets under development in our life science segment that were placed in service during 2010.

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        Our exposure to expense fluctuations related to our variable rate indebtedness is mitigated by our variable rate investments. 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,  
 
  2010   2009  

Balance:

             

Fixed rate

  $ 4,352,214   $ 4,695,082  

Variable rate

    306,290     972,427  
           

Total

  $ 4,658,504   $ 5,667,509  
           

Percent of total debt:

             

Fixed rate

    93 %   83 %

Variable rate

    7     17  
           

Total

    100 %   100 %
           

Weighted average interest rate at end of period:

             

Fixed rate

    6.35 %   6.32 %

Variable rate

    4.03 %   2.47 %

Total weighted average rate

    6.19 %   5.65 %

 
  Year Ended
December 31,
  Change  
Segments
  2010   2009   $   %  
 
  (dollars in thousands)
   
 

Senior housing

  $ 28,871   $ 3,935   $ 24,936     NM (1)

Life science

    48,492     47,285     1,207     3 %

Medical office

    127,883     130,476     (2,593 )   (2 )

Post-acute/skilled nursing

    200     135     65     48  

Hospital

    4,830     3,873     957     25  
                     
 

Total

  $ 210,276   $ 185,704   $ 24,572     13 %
                     

(1)
Percentage change not meaningful.

        Operating expenses are generally related to MOB and life science properties where we incur the expenses and recover all or a portion of those expenses from the tenants. 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. The increase in operating expenses during the year ended December 31, 2010 was primarily the result of including facility-level expenses for 27 properties as a result of the consolidation of four VIEs from August 31, 2010 to November 1, 2010 (see Notes 12 and 21 to the Consolidated Financial Statements for additional information regarding these VIEs).

        General and administrative expenses.    General and administrative expenses increased $4.6 million to $83.0 million for the year ended December 31, 2010. The increase in general and administrative expenses was primarily due to increased costs related to acquisitions pursued in 2010, partially offset by a decrease in legal fees associated with litigation matters and lower professional fees (see the

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information set forth under the heading "Legal Proceedings" of Note 12 to the Consolidated Financial Statements).

        Litigation provision.    On September 4, 2009, a jury returned a verdict in favor of Ventas, Inc., in an action brought against us in the United States District Court for the Western District of Kentucky for tortious interference with prospective business advantage in connection with Ventas' 2007 acquisition of Sunrise REIT. The jury awarded Ventas approximately $102 million in compensatory damages, which we recorded as a litigation provision expense during 2009. We are seeking to have the judgment against us reversed. The appeal and cross-appeal have now been fully briefed, and oral argument before the Court of Appeals is scheduled for March 10, 2011 (see the information set forth under the heading "Legal Proceedings" of Note 12 to the Consolidated Financial Statements).

        Impairments (recoveries).    The year ended December 31, 2010 includes $11.9 million related to the March 2010 reversal of portions of an allowance established by previous impairment charges of investments related to Erickson (discussed below). Erickson was the tenant at three of our senior housing continuing-care-retirement-communities DFLs and the borrower of a senior construction loan in which we had a participation interest (see Note 6 to the Consolidated Financial Statements).

        The year ended December 31, 2009 includes impairments of $75.5 million as a result of (i) an aggregate $63.1 million provision related to DFL and loan losses (impairment charges) related to the bankruptcy of Erickson who was the tenant at three of our senior housing CCRC DFLs and the borrower of a senior construction loan in which we had a $10 million participation (see Note 6 to the Consolidated Financial Statements), (ii) $5.9 million of intangible assets on 12 of 15 senior housing communities that were written off due to the termination of the Sunrise management agreements on 15 senior housing communities effective October 1, 2009, (iii) $4.3 million related to a senior secured term loan as a result of an expected restructuring of terms to the loan following the default of the borrower in our hospital segment (see Note 7 to the Consolidated Financial Statements), and (iv) $2.2 million related to intangible assets associated with the early termination of a lease in our life science segment.

        Other income, net.    For the year ended December 31, 2010, other income, net increased $8.1 million to $15.8 million. The increase was primarily a result of: (i) increases in gains on sales of marketable securities of $5.5 million and (ii) a $1.4 million of other-than-temporary impairments of goodwill recognized in 2009. For a more detailed description of our marketable securities investments, see Note 10 of the Consolidated Financial Statements.

        Income taxes.    Income taxes decreased $1.5 million to $0.4 million for the year ended December 31, 2010. The decrease in income taxes is primarily due to the tax benefit resulting from the election of one of our former taxable REIT subsidiaries ("TRS") to become a REIT in 2010.

        Equity income from unconsolidated joint ventures.    During the year ended December 31, 2010, equity income from unconsolidated joint ventures increased $1.3 million to $4.8 million. This increase is primarily due to: (i) the recognition of additional rental revenues during 2010 from a life science tenant in one of our unconsolidated joint ventures that was previously deferred and (ii) a change in the expected useful life of certain intangible assets of one of our unconsolidated joint ventures that resulted in lower equity income due to higher amounts of amortization expense during 2009. These increases were partially offset by HCP Ventures II's conclusion to cease recognizing non-cash rental income (i.e., straight-line rents) from Horizon Bay effective July 1, 2010, which resulted in lower earnings for, and our share of earnings from, HCP Ventures II during the year ended December 31, 2010.

        Impairments of investments in unconsolidated joint ventures.    During the year ended December 31, 2010, we recognized impairments of $71.7 million related to our 35% interest in HCP Ventures II, an unconsolidated joint venture that owns 25 senior housing properties leased by Horizon Bay as a result

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of the recent and projected deterioration of the operating performance of the properties leased by Horizon Bay from HCP Ventures II.

        Discontinued operations.    Income from discontinued operations for the year ended December 31, 2010 was $22.8 million, compared to $45 million for the comparable period in 2009. The decrease is primarily due to a decrease in gains on real estate dispositions of $17.4 million and a decline in operating income from discontinued operations of $4.9 million. During the year ended December 31, 2010, we sold 14 properties for $56 million, compared to 14 properties for $72 million for the year ended December 31, 2009.

Comparison of the Year Ended December 31, 2009 to the Year Ended December 31, 2008

 
  Year Ended
December 31,
  Change  
Segments
  2009   2008   $   %  
 
  (dollars in thousands)
   
 

Senior housing

  $ 288,163   $ 285,988   $ 2,175     1 %

Life science

    214,134     208,415     5,719     3  

Medical office

    260,238     259,164     1,074      

Post-acute/skilled nursing

    36,585     34,567     2,018     6  

Hospital

    79,372     79,233     139      
                     
 

Total

  $ 878,492   $ 867,367   $ 11,125     1 %
                     

 
  Year Ended
December 31,
  Change  
Segments
  2009   2008   $   %  
 
  (dollars in thousands)
   
 

Life science

  $ 40,845   $ 33,932   $ 6,913     20 %

Medical office

    46,623     46,837     (214 )    

Hospital

    1,989     1,919     70     4  
                     
 

Total

  $ 89,457   $ 82,688   $ 6,769     8 %
                     

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        Income from direct financing leases.    Income from DFLs decreased $6.7 million to $51.5 million for the year ended December 31, 2009. The decrease was primarily due to three DFLs that during 2009 were deemed to be substantially impaired. See Note 6 to the Consolidated Financial Statements.

        Interest income.    For the year ended December 31, 2009, interest income decreased $6.7 million to $124.1 million. This decrease was primarily related to a decline in LIBOR resulting in a decrease of interest earned on our mezzanine variable-rate loans, which was partially offset by additional interest income earned from the purchase of a participation in the first mortgage debt of HCR ManorCare in August 2009. For a more detailed description of our mezzanine loan and participation in the first mortgage debt of HCR ManorCare, see Note 7 to the Consolidated Financial Statements. Our exposure to income fluctuations related to our variable rate loans is partially mitigated by our variable rate indebtedness. For a more detailed discussion of our interest rate risk, see "Quantitative and Qualitative Disclosures About Market Risk" in Item 7A.

        Depreciation and amortization expense.    Depreciation and amortization expenses increased $4.7 million to $316.7 million for the year ended December 31, 2009. The increase in depreciation and amortization expense primarily relates to a $3.3 million increase due to the purchase in September 2008 of Tenet's noncontrolling interest in Health Care Property Partners, a joint venture between HCP and an affiliate of Tenet, and an increase of $2.0 million resulting from an adjustment to the purchase price allocation related to certain assets acquired in 2006 (see Note 9 to the Consolidated Financial Statements).

        Interest expense.    For the year ended December 31, 2009, interest expense decreased $49.5 million to $298.9 million. The decrease was primarily due to (i) a decrease of $45.7 million from the decline in LIBOR and the repayment of the outstanding balance under our bridge loan and revolving line of credit facility, and (ii) a decrease of $8.3 million resulting from the repayment of $300 million of senior unsecured floating rate notes in September 2008. These decreases in interest expense were partially offset by an increase of $5.2 million from the net impact of mortgage debt placed on senior housing assets in 2008 and the repayment of mortgage debt related to contractual maturities.

        Our exposure to expense fluctuations related to our variable rate indebtedness is mitigated by our variable rate investments. 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,  
 
  2009   2008  

Balance:

             

Fixed rate

  $ 4,695,082   $ 5,059,910  

Variable rate

    972,427     892,431  
           

Total

  $ 5,667,509   $ 5,952,341  
           

Percent of total debt:

             

Fixed rate

    83 %   85 %

Variable rate

    17     15  
           

Total

    100 %   100 %
           

Weighted average interest rate at end of period:

             

Fixed rate

    6.32 %   6.34 %

Variable rate

    2.47 %   2.57 %

Total weighted average rate

    5.65 %   5.77 %

 
  Year Ended
December 31,
  Change  
Segments
  2009   2008   $   %  
 
  (dollars in thousands)
   
 

Senior housing

  $ 3,935   $ 11,316   $ (7,381 )   (65 )%

Life science

    47,285     43,565     3,720     9  

Medical office

    130,476     134,800     (4,324 )   (3 )

Post-acute/skilled nursing

    135         135     100  

Hospital

    3,873     3,264     609     19  
                     
 

Total

  $ 185,704   $ 192,945   $ (7,241 )   (4 )%
                     

        Operating expenses are predominantly related to MOB and life science properties where we incur the expenses and recover all or a portion of those expenses under the respective leases. Accordingly, the number of properties in our MOB and life science portfolios directly impact operating expenses. The presentation of expenses as general and administrative or operating is based on the underlying nature of the expense. Periodically, we review the classification of expenses between categories and make revisions that we believe improve the quality of our presentation.

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        General and administrative expenses.    General and administrative expenses increased $4.8 million to $78.5 million for the year ended December 31, 2009. The increase in general and administrative expenses was primarily due to an increase in legal fees associated with litigation matters partially offset by lower compensation related expenses. For the year ended December 31, 2009 and 2008, in relation to the Ventas litigation matter, we incurred legal expenses of $13.2 million and $6.9 million, respectively (see the information set forth under the heading "Legal Proceedings" of Note 12 to the Consolidated Financial Statements).

        Litigation provision.    On September 4, 2009, a jury returned a verdict in favor of Ventas in an action brought against us in the United States District Court for the Western District of Kentucky for tortious interference with prospective business advantage in connection with Ventas' 2007 acquisition of Sunrise REIT. The jury awarded Ventas approximately $102 million in compensatory damages, which we recorded as a litigation provision expense during 2009 (see the information set forth under the heading "Legal Proceedings" of Note 12 to the Consolidated Financial Statements).

        Impairments (recoveries).    During the year ended December 31, 2009, we recognized impairments of $75.5 million as a result of (i) an aggregate $63.1 million provision related to DFL and loan losses (impairment charges) related to the bankruptcy of Erickson who was the tenant at three of our senior housing CCRC DFLs and the borrower of a senior construction loan in which we had a $10 million participation (see Note 6 to the Consolidated Financial Statements), and (ii) $5.9 million of intangible assets on 12 of 15 senior housing communities that were written off due to the termination of the Sunrise management agreements on 15 senior housing communities effective October 1, 2009, (iii) $4.3 million related to a senior secured term loan as a result of an expected restructuring of terms to the loan following the default of the borrower in our hospital segment (see Note 7 to the Consolidated Financial Statements), and (iv) $2.2 million related to intangible assets associated with the early termination of a lease in our life science segment.

        During the year ended December 31, 2008, we recognized impairments of $27.5 million as follows: (i) $12.0 million related to intangible assets associated with the transfer of an 11-property senior housing portfolio, (ii) $3.7 million related to intangible assets associated with the early termination of three leases in the life science segment, (iii) $1.0 million related to intangible assets associated with the early termination of two leases in the hospital segment, (iv) $1.6 million related to two senior housing facilities as a result of a decrease in expected cash flows, and (v) $9.2 million, included in discontinued operations, related to the decrease in expected cash flows and anticipated dispositions of two senior housing properties and one hospital.

        Other income, net.    For the year ended December 31, 2009, other income, net decreased $17.9 million to $7.8 million. This decrease was primarily related to the $28.6 million of income related to the 2008 settlement of litigation with Tenet and a $2.4 million gain on the early repayment of debt. The decrease was partially offset by increases in gains on marketable debt securities of $8.6 million and a reduction of $7.3 million of other-than-temporary impairments on marketable equity securities. For a more detailed description of our marketable securities investments, see Note 10 of the Consolidated Financial Statements.

        Income taxes.    For the year ended December 31, 2009, income taxes decreased $2.3 million to $1.9 million. This decrease is primarily due to: (i) lower interest earned, due to a decline in LIBOR, for a portion of one of our mezzanine loans, (ii) the transfer of a loan investment out of one of our TRS and (iii) increased depreciation expense, due to a correction of an immaterial error for one of our real estate investments held in a TRS.

        Discontinued operations.    Income from discontinued operations for the year ended December 31, 2009 was $45 million, compared to $246.5 million for the comparable period in 2008. The decrease is primarily due to a decrease in gains on real estate dispositions of $191.9 million and a decline in

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operating income from discontinued operations of $18.7 million, partially offset by a reduction of impairment charges in discontinued operations of $9.1 million. During the year ended December 31, 2009, we sold 14 properties for $72 million, as compared to 51 properties for $643 million for the year ended December 31, 2008.

        Noncontrolling interests' share in earnings.    For the year ended December 31, 2009, noncontrolling interests' share in earnings decreased $8.0 million to $14.5 million. This decrease was primarily due to (i) a $4 million decrease related to the conversions of 3.3 million DownREIT units that converted into shares of our common stock during 2008 and 2009, and (ii) a $4 million decrease related to purchases of other noncontrolling interests during 2008 and 2009.

Liquidity and Capital Resources

        Our principal liquidity needs are to: (i) fund recurring operating expenses, (ii) meet debt service requirements, including $292 million of senior unsecured notes and $58 million of mortgage debt principal payments and maturities in 2011, (iii) fund capital expenditures, including tenant improvements and leasing costs, (iv) fund acquisition and development activities, and (v) make dividend distributions. We believe these needs will be satisfied using cash flows generated by operations and from our various financing activities during the next twelve months. During the year ended December 31, 2010, distributions to shareholders and noncontrolling interest holders exceeded cash flows from operations by approximately $26 million. During 2010, we raised aggregate net proceeds of $2.6 billion from issuances of common stock and sales of marketable securities and real estate, which proceeds, among other things, were the sources of cash used to fund the excess of distributions to shareholders and noncontrolling interest holders above cash flows from operations during the year ended December 31, 2010.

        We intend to pay the $3.53 billion cash portion of the consideration for the HCR ManorCare Acquisition primarily with the proceeds from our $1.472 billion December 2010 common stock offering and $2.4 billion January 2011 senior unsecured note offering.

        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 January 31, 2011, we had a credit rating of Baa2 (stable) from Moody's, BBB (stable) from S&P and BBB (watch positive) from Fitch on our senior unsecured debt securities, and Baa3 (stable) from Moody's, BB+ (stable) from S&P and BB+ (watch positive) from Fitch on our preferred equity securities.

        Net cash provided by operating activities was $580 million and $516 million for the years ended December 31, 2010 and 2009, respectively. The increase in operating cash flows is primarily the result of the following: (i) the additive impact of our investments in 2009 and 2010, (ii) assets placed in service in 2010 and (iii) rent escalations and resets in 2009 and 2010. 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.

        Net cash used by investing activities was $431 million for the year ended December 31, 2010 and consisted of the net effects of funding: (i) $305 million for acquisition and development of real estate, (ii) $298 million for investments in loans receivables and DFLs, and (iii) $98 million for leasing costs and tenant and capital improvements. These expenditures were partially offset by our proceeds of $179 million from the sales of marketable debt securities and $32 million from the repayment of loans receivable and DFLs.

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        Net cash provided by financing activities was $775 million for the year ended December 31, 2010 and consisted primarily of net proceeds of $2.4 billion from the issuances of common stock. The amount of cash provided by financing activities was partially offset by or used for the: (i) repayment of our mortgage and other secured debt of $636 million, (ii) payments of common and preferred dividends aggregating $591 million, (iii) repayment of $206 million of senior unsecured notes, and (iv) repayment of our term loan of $200 million.

        Bank line of credit.    Our revolving line of credit facility with a syndicate of banks provides for an aggregate borrowing capacity of $1.5 billion and matures on August 1, 2011. This 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 pay a facility fee on the entire revolving commitment that depends upon our debt ratings. Based on our debt ratings at December 31, 2010, the margin on the revolving line of credit facility was 0.55% and the facility fee was 0.15%. At December 31, 2010, we had no amounts drawn under this revolving line of credit facility. At December 31, 2010, $113 million of aggregate letters of credit were outstanding against our revolving line of credit facility, including a $103 million letter of credit as a result of the Ventas litigation. For further information regarding the Ventas litigation see Note 12 to the Consolidated Financial Statements.

        Our revolving line of credit facility contains certain financial restrictions and other customary requirements. Among other things, these covenants, using terms defined in the agreement, (i) limit the ratio of Consolidated Total Indebtedness to Consolidated Total Asset Value to 60%, (ii) limit the ratio of Unsecured Debt to Consolidated Unencumbered Asset Value to 65%, (iii) require a Fixed Charge Coverage ratio of 1.75 times and (iv) require a formula-determined Minimum Consolidated Tangible Net Worth of $6.9 billion at December 31, 2010. At December 31, 2010, we were in compliance with each of these restrictions and requirements of our revolving line of credit facility.

        Our revolving line of credit 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, 2010, we had senior unsecured notes outstanding with an aggregate principal balance of $3.3 billion. Interest rates on the notes ranged from 1.27% to 7.12% with a weighted average effective rate of 6.19% at December 31, 2010. Discounts and premiums are amortized to interest expense over the term of the related notes. The senior unsecured notes contain certain covenants including limitations on debt, cross-acceleration provisions and other customary terms. At December 31, 2010, we believe we were in compliance with these covenants.

        On January 24, 2011, we 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 have a weighted average maturity of 10.3 years and a weighted average yield of 4.83%. The net proceeds of the offering were $2.37 billion. If the HCR ManorCare Acquisition is not completed by June 13, 2011 (under certain conditions permitted under the purchase agreement this date may be extended to September 13, 2011), we are required to redeem all of these senior unsecured notes at 101% of the principal amount 20 business days subsequent to the earlier of such date or the date that the purchase agreement is terminated.

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        Mortgage and other secured debt.    At December 31, 2010, we had $1.2 billion in aggregate principal amount of mortgage debt secured by 138 healthcare facilities, which had a carrying amount of $2.0 billion. Interest rates on the mortgage debt ranged from 1.96% to 8.30% with a weighted average effective interest rate of 6.14% at December 31, 2010.

        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 properties in good condition, requires maintenance of insurance on the properties and includes requirements 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 properties.

        Other debt.    At December 31, 2010, we had $92.2 million of non-interest bearing life care bonds at two of our CCRCs and non-interest bearing occupancy fee deposits at another of our senior housing facility, all of which were payable to certain residents of the facilities (collectively, "Life Care Bonds"). At December 31, 2010, $35.9 million of the Life Care Bonds were refundable to the residents upon the resident moving out or to their estate upon death, and $56.3 million of the Life Care Bonds were refundable after the unit is successfully remarketed to a new resident.

        The following table summarizes our stated debt maturities and scheduled principal repayments, excluding debt premiums and discounts, at December 31, 2010 (in thousands):

Year
  Senior
Unsecured
Notes
  Mortgage and
Other Secured
Debt
  Total(1)  

2011

  $ 292,265   $ 57,571   $ 349,836  

2012

    250,000     64,103     314,103  

2013

    550,000     250,741     800,741  

2014

    87,000     177,809     264,809  

2015

    400,000     355,080     755,080  

Thereafter

    1,750,000     331,748     2,081,748  
               

    3,329,265     1,237,052     4,566,317  

(Discounts) and premiums, net

    (10,886 )   (1,273 )   (12,159 )
               

  $ 3,318,379   $ 1,235,779   $ 4,554,158  
               

(1)
Excludes $92 million of other debt that represents non-interest bearing life care bonds and occupancy fee deposits at three of our senior housing facilities, which have no scheduled maturities.

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

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        The following table summarizes our outstanding interest rate swap contracts as of December 31, 2010 (dollars in thousands):

Date Entered
  Maturity
Date
  Hedge
Designation
  Fixed
Rate
  Floating Rate Index   Notional
Amount
  Fair
Value
 

July 2005(1)

  July 2020   Cash Flow     3.82 % BMA Swap Index   $ 45,600   $ (4,184 )

November 2008

  October 2016   Cash Flow     5.95 % 1 Month LIBOR+1.50%     28,200     (3,191 )

June 2009

  September 2011   Fair Value     5.95 % 1 Month LIBOR+4.21%     250,000     2,291  

July 2009

  July 2013   Cash Flow     6.13 % 1 Month LIBOR+3.65%     14,200     (545 )

August 2009

  February 2011   Cash Flow     0.87 % 1 Month LIBOR     250,000     165  

August 2009

  August 2011   Cash Flow     1.24 % 1 Month LIBOR     250,000     1,409  

(1)
Represents three interest-rate swap contracts with an aggregate notional amount of $45.6 million.

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

        At December 31, 2010, we had 4.0 million shares of 7.25% Series E cumulative redeemable preferred stock, 7.8 million shares of 7.10% Series F cumulative redeemable preferred stock and 370.9 million shares of common stock outstanding. At December 31, 2010, equity totaled $8.1 billion and our equity securities had a market value of $14.2 billion.

        As of December 31, 2010, there were a total of 4.2 million DownREIT units outstanding in five 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).

        We have a prospectus on file with the SEC as part of a registration statement on Form S-3, using a shelf registration process that expires in September 2012. Under this "shelf" process, we may sell from time to time any combination of the registered securities in one or more offerings. The securities described in the prospectus include common stock, preferred stock and debt securities. 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. We may offer and sell the securities pursuant to this prospectus from time to time in one or more of the following ways: through underwriters or dealers, through agents, directly to purchasers or through a combination of any of these methods of sales. Proceeds from the sale of these securities may be used for general corporate purposes, which may include repayment of indebtedness, working capital and potential acquisitions.

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

        We believe FFO applicable to common shares, diluted FFO applicable to common shares, FFO, before the impact of impairments, recoveries and litigation provision, and basic and diluted FFO per common share are important supplemental measures of operating performance for a real estate investment trust. 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 real estate investment trust

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that uses historical cost accounting for depreciation could be less informative. The term FFO was designed by the real estate investment trust 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 real estate dispositions, plus real estate 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. Our computation of FFO may not be comparable to FFO reported by other real estate investment trusts that do not define the term in accordance with the current National Association of Real Estate Investment Trusts' ("NAREIT") definition or that have a different interpretation of the current NAREIT definition from us. In addition, we present FFO, before the impact of impairments, recoveries, merger-related items and litigation provision ("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.

        Details of certain items that affect comparability are discussed in the financials results summary of our financial results for the year months ended December 31, 2010, 2009 and 2008. The following is a reconciliation from net income applicable to common shares, the most direct comparable financial measure calculated and presented with GAAP, to FFO (dollars and shares in thousands):

 
  Year Ended December 31,  
 
  2010   2009   2008  

Net income applicable to common shares

  $ 307,498   $ 109,069   $ 425,368  

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

                   
 

Continuing operations

    311,952     316,722     312,009  
 

Discontinued operations

    1,495     3,403     9,227  

Gain on sales of real estate

    (19,925 )   (37,321 )   (229,189 )

Equity income from unconsolidated joint ventures

    (4,770 )   (3,511 )   (3,326 )

FFO from unconsolidated joint ventures

    25,288     26,023     24,125  

Noncontrolling interests' and participating securities' share in earnings

    15,767     15,952     24,485  

Noncontrolling interests' and participating securities' share in FFO

    (17,904 )   (17,873 )   (26,910 )
               

FFO applicable to common shares

  $ 619,401   $ 412,464   $ 535,789  

Distributions on dilutive convertible units

    6,676         12,974  
               

Diluted FFO applicable to common shares

  $ 626,077   $ 412,464   $ 548,763  
               

Diluted FFO per common share

  $ 2.02   $ 1.50   $ 2.24  
               

Weighted average shares used to calculate diluted FFO per common share

    310,465     274,631     244,650  
               

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  Year Ended December 31,  
 
  2010   2009   2008  

Impact of adjustments to FFO:

                   
 

Impairments, net of recoveries

  $ 59,793   $ 75,514   $ 27,851  
 

Merger-related items(1)

    4,339         3,897  
 

Litigation provision

        101,973      
               

  $ 64,132   $ 177,487   $ 31,748  
               

FFO as adjusted applicable to common shares

  $ 683,533   $ 589,951   $ 567,537  

Distributions on dilutive convertible units

    11,632     6,088     12,974  
               

Diluted FFO as adjusted

  $ 695,165   $ 596,039   $ 580,511  
               

Diluted FFO as adjusted per common share

  $ 2.23   $ 2.14   $ 2.37  
               

Weighted average shares used to calculate diluted FFO as adjusted per common share(2)

    311,285     278,134     244,650  
               

(1)
Merger-related items for 2010 primarily include professional fees associated with our pending HCR ManorCare Acquisition; Merger-related items for 2008 primarily include the amortization of fees associated with our acquisition financing for SEUSA.

(2)
Our weighted average shares used to calculate diluted FFO as adjusted eliminate the impact of our December 2010 common stock offering, which issuance increased its weighted average outstanding shares by 1.5 million for the year ended December 31, 2010. Proceeds from this offering will be used to fund a portion of the cash consideration of our pending 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 included. Our risk of loss for these 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."

Contractual Obligations

        The following table summarizes our material contractual payment obligations and commitments at December 31, 2010 (in thousands):

 
  Total(1)   Less than
One Year
  2012-2013   2014-2015   More than
Five Years
 

Senior unsecured notes

  $ 3,329,265   $ 292,265   $ 800,000   $ 487,000   $ 1,750,000  

Mortgage and other secured debt

    1,237,052     57,571     314,844     532,889     331,748  

Development commitments(2)

    4,666     4,666              

Ground and other operating leases

    198,189     5,076     10,457     9,032     173,624  

Interest(3)

    1,292,807     274,343     475,592     332,387     210,485  
                       
 

Total

  $ 6,061,979   $ 633,921   $ 1,600,893   $ 1,361,308   $ 2,465,857  
                       

(1)
Excludes $92 million of other debt that represents non-interest bearing Life Care Bonds and occupancy fee deposits at three of our senior housing facilities, which have no scheduled maturities.

(2)
Represents construction and other commitments for developments in progress.

(3)
Interest on variable-rate debt is calculated using rates in effect at December 31, 2010.

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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. Substantially all 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

        At December 31, 2010, we were exposed to market risks related to fluctuations in interest rates on approximately $1.3 billion of variable-rate loan investments (excludes $500 million of variable-rate loan investments that have been hedged through interest-rate swap contracts) and $83 million of other investments where the payments fluctuate with changes in LIBOR. See Note 7 to the Consolidated Financial Statements for additional information regarding our loan investments. Our exposure to income fluctuations related to our variable-rate investments is partially offset by (i) $31 million of variable-rate mortgage notes debt payable (excludes $88 million of variable-rate mortgage notes that have been hedged through interest-rate swap contracts), (ii) $25 million of variable-rate senior unsecured notes and (iii) $250 million of additional variable interest-rate exposure achieved through an interest-rate swap contract (pay float and receive fixed).

        Interest rate fluctuations will generally not affect our future earnings or cash flows on our fixed rate debt and loans receivable 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 change in the outstanding balance as of December 31, 2010, net interest income would improve by approximately $10.5 million or $0.03 per common share on a diluted basis. Assuming a 50 basis point decrease in interest rates under the above circumstances and taking into consideration that the index underlying many of our arrangements is currently below 50 basis points and is not expected to go below zero, net interest income would decline by $5.2 million, or less than $0.02 per common share on a diluted basis.

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

        To illustrate the effect of movements in the interest rate markets, we performed a market sensitivity analysis on our hedging instruments. We applied various basis point spreads, to the underlying interest rate curves of the derivative portfolio in order to determine the instruments' change in fair value. Assuming a one percentage point change in the underlying interest rate curve, the estimated change in fair value of each of the underlying derivative instruments would not exceed $4.0 million. See Note 24 to the Consolidated Financial Statements for additional analysis details.

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        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  
 
  2011   2012   2013   2014   2015   Thereafter   Total   Fair Value  
 
  (dollars in thousands)
 

Assets:

                                                 

Loans receivable

  $ 89,291   $   $ 1,726,923   $ 329,190   $ 23,459   $   $ 2,168,863   $ 2,026,389  

Weighted average interest rate

    14.00 %   %   3.15 %   6.50 %   8.17 %   %   4.16 %      

Liabilities(1):

                                                 

Variable-rate debt:

                                                 
 

Senior unsecured notes payable

  $   $   $   $ 25,000   $   $   $ 25,000   $ 23,944  
 

Weighted average interest rate

    %   %   %   1.27 %   %   %   1.27 %      
 

Mortgage debt payable

  $ 6,672   $ 8,308   $ 6,160   $   $ 10,150   $   $ 31,290   $ 28,074  
 

Weighted average interest rate

    2.18 %   1.96 %   2.06 %   %   1.16 %   %   1.77 %      

Fixed-rate debt:

                                                 
 

Senior unsecured notes payable(2)

  $ 292,265   $ 250,000   $ 550,000   $ 62,000   $ 400,000   $ 1,750,000   $ 3,304,265   $ 3,512,469  
 

Weighted average interest rate

    4.85 %   6.67 %   5.82 %   6.35 %   6.64 %   6.40 %   6.22 %      
 

Mortgage debt payable

  $ 26,134   $ 31,757   $ 231,540   $ 193,142   $ 365,747   $ 357,442   $ 1,205,762   $ 1,230,111  
 

Weighted average interest rate

    6.98 %   5.90 %   6.10 %   5.74 %   6.38 %   6.48 %   6.24 %      

(1)
Excludes $92 million of other debt that represents non-interest bearing Life Care Bonds and occupancy fee deposits at three of our senior housing facilities, which have no scheduled maturities.

(2)
Effective interest rate includes an interest rate swap contract (pay float and receive fixed) designated in a qualifying hedging relationship with a notional amount of $250 million that terminates in September 2011. The interest rate swap contact had a fixed rate of 5.95% and a floating rate of LIBOR plus 4.21% at December 31, 2010.

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.

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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 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, 2010. 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, 2010, 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 2010 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, 2010.

        The effectiveness of our internal control over financial reporting as of December 31, 2010, 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, 2010, 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, 2010, 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, 2010, of the Company and our report dated February 15, 2011 expressed an unqualified opinion on those financial statements and financial statement schedules.

    /s/ DELOITTE & TOUCHE LLP

Los Angeles, California
February 15, 2011

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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, 2011:

Name
  Age   Position
James F. Flaherty III   53   Chairman and Chief Executive Officer
Paul F. Gallagher   50   Executive Vice President—Chief Investment Officer
J. Alberto Gonzalez-Pita   56   Executive Vice President—General Counsel
Edward J. Henning   57   Executive Vice President
Thomas M. Herzog   48   Executive Vice President—Chief Financial Officer
Thomas D. Kirby   64   Executive Vice President—Acquisitions and Valuations
Thomas M. Klaritch   53   Executive Vice President—Medical Office Properties
Timothy M. Schoen   43   Executive Vice President—Life Science and Investment Management
Susan M. Tate   50   Executive Vice President—Asset Management and Senior Housing
Kendall K. Young   50   Executive Vice President

        We hereby incorporate by reference the information appearing under the captions "Board of Directors and Executive Officers," "Security Ownership of Directors and Management," "Code of Business Conduct and Ethics" and "Section 16(a) Beneficial Ownership Reporting Compliance" in the Registrant's definitive proxy statement relating to its 2011 Annual Meeting of Stockholders to be held on April 28, 2011.

        We have filed, as exhibits to this Annual Report on Form 10-K for the year ended December 31, 2010, the certifications of its Chief Executive Officer and Chief Financial Officer required pursuant to Section 302 of the Sarbanes-Oxley Act of 2004.

        On May 20, 2010, we submitted to the New York Stock Exchange the Annual CEO Certification required pursuant to Section 303A.12(a) of the New York Stock Exchange Listed Company Manual.

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 2011 Annual Meeting of Stockholders to be held on April 28, 2011.

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

        We hereby incorporate by reference the information under the captions "Principal Stockholders," "Security Ownership of Directors and Management" and "Equity Compensation Plan Information" in the Registrant's definitive proxy statement relating to its 2011 Annual Meeting of Stockholders to be held on April 28, 2011.

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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 Executive Officers" in the Registrant's definitive proxy statement relating to its 2011 Annual Meeting of Stockholders to be held on April 28, 2011.

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 2011 Annual Meeting of Stockholders to be held on April 28, 2011.


PART IV

ITEM 15.    Exhibits, Financial Statements and Financial Statement Schedules (2010)

(a)(1)

 

Financial Statements:

 

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

 

    Report of Independent Registered Public Accounting Firm—Ernst & Young LLP

 

Financial Statements

 

Consolidated Balance Sheets—December 31, 2010 and 2009

 

Consolidated Statements of Income—for the years ended December 31, 2010, 2009 and 2008

 

Consolidated Statements of Stockholders' Equity—for the years ended December 31, 2010, 2009 and 2008

 

Consolidated Statements of Cash Flows—for the years ended December 31, 2010, 2009 and 2008

 

Notes to Consolidated Financial Statements

(a)(2)

 

Schedule II: Valuation and Qualifying Accounts

 

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   Share Purchase Agreement, dated as of June 3, 2007, by and between HCP and SEGRO plc (incorporated herein by reference to Exhibit 2.1 to HCP's Current Report on Form 8-K (File No. 1-08895), filed June 6, 2007).
2.2   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).
3.1   Articles of Restatement of HCP (incorporated by reference herein to Exhibit 3.1 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended September 30, 2007).
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).

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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).
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).
4.2   Form of Fixed Rate Note (incorporated herein by reference to Exhibit 4.2 to HCP's Registration Statement on Form S-3 (Registration No. 33-27671), filed March 20, 1989).
4.3   Form of Floating Rate Note (incorporated herein by reference to Exhibit 4.3 to HCP's Registration Statement on Form S-3 (Registration No. 33-27671), filed March 20, 1989).
4.4   Registration Rights Agreement, dated as of January 20, 1999, by and between HCP and Boyer Castle Dale Medical Clinic, L.L.C. (incorporated herein by reference to Exhibit 4.9 to HCP's Annual Report on Form 10-K (File No. 1-08895) for the year ended December 31, 1998). This Exhibit is identical in all material respects to 13 other documents except the parties thereto. The parties to these other documents, other than HCP, were Boyer Centerville Clinic Company, L.C., Boyer Elko, L.C., Boyer Desert Springs, L.C., Boyer Grantsville Medical, L.C., Boyer-Ogden Medical Associates, LTD., Boyer Ogden Medical Associates No. 2, LTD., Boyer Salt Lake Industrial Clinic Associates, LTD., Boyer-St. Mark's Medical Associates, LTD., Boyer McKay-Dee Associates, LTD., Boyer St. Mark's Medical Associates #2, LTD., Boyer Iomega, L.C., Boyer Springville, L.C., and Boyer Primary Care Clinic Associates, LTD. #2.
4.5   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).
4.6   First Supplemental Indenture, dated as of November 4, 1999, 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).
4.7   Registration Rights Agreement, dated as of August 17, 2001, by and among HCP, Boyer Old Mill II, L.C., Boyer- Research Park Associates, LTD., Boyer Research Park Associates VII, L.C., Chimney Ridge,  L.C., Boyer-Foothill Associates, LTD., Boyer Research Park Associates VI, L.C., Boyer Stansbury II, L.C., Boyer Rancho Vistoso, L.C., Boyer-Alta View Associates, LTD., Boyer Kaysville Associates, L.C., Boyer Tatum Highlands Dental Clinic, L.C., Amarillo Bell Associates, Boyer Evanston, L.C., Boyer Denver Medical, L.C., Boyer Northwest Medical Center Two, L.C., and Boyer Caldwell Medical, L.C. (incorporated herein by reference to Exhibit 4.12 to HCP's Annual Report on Form 10-K405 (File No. 1-08895) for the year ended December 31, 2001).
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 "6.5% Senior Notes due February 15, 2006" (incorporated herein by reference to Exhibit 4.1 to HCP's Current Report on Form 8-K (File No. 1-08895), filed February 21, 1996).
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, establishing a series of securities entitled "67/8% Mandatory Par Put Remarketed Securities due June 8, 2015" (incorporated herein by reference to Exhibit 4.1 to HCP's Current Report on Form 8-K (File No. 1-08895), filed July 21, 1998).

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4.10   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 "6.45% Senior Notes due June 25, 2012" (incorporated herein by reference to Exhibit 4.1 to HCP's Current Report on Form 8-K (File No. 1-08895), filed June 25, 2002).
4.11   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).
4.12   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).
4.13   Registration Rights Agreement, dated as of October 1, 2003, by and among HCP, Charles Crews, Charles A. Elcan, Thomas W. Hulme, Thomas M. Klaritch, R. Wayne Price, Glenn T. Preston, Janet Reynolds, Angela M. Playle, James A. Croy, John Klaritch as Trustee of the 2002 Trust F/B/O Erica Ann Klaritch, John Klaritch as Trustee of the 2002 Trust F/B/O Adam Joseph Klaritch, John Klaritch as Trustee of the 2002 Trust F/B/O Thomas Michael Klaritch, Jr. and John Klaritch as Trustee of the 2002 Trust F/B/O Nicholas James Klaritch (incorporated herein by reference to Exhibit 4.16 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended September 30, 2003).
4.14   Specimen of Stock Certificate representing the 7.25% Series E Cumulative Redeemable Preferred Stock, par value $1.00 per share (incorporated herein by reference to Exhibit 4.1 of HCP's Registration Statement on Form 8-A12B (File No. 1-08895), filed September 12, 2003).
4.15   Specimen of Stock Certificate representing the 7.1% Series F Cumulative Redeemable Preferred Stock, par value $1.00 per share (incorporated herein by reference to Exhibit 4.1 of HCP's Registration Statement on Form 8-A12B (File No. 1-08895), filed December 2, 2003).
4.16   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).
4.17   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).

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4.18   Registration Rights Agreement, dated as of July 22, 2005, by and among HCP, William P. Gallaher, Trustee for the William P. & Cynthia J. Gallaher Trust, Dwayne J. Clark, Patrick R. Gallaher, Trustee for the Patrick R. & Cynthia M. Gallaher Trust, Jeffrey D. Civian, Trustee for the Jeffrey D. Civian Trust dated August 8, 1986, Jeffrey Meyer, Steven L. Gallaher, Richard Coombs, Larry L. Wasem, Joseph H. Ward, Jr., Trustee for the Joseph H. Ward, Jr. and Pamela K. Ward Trust, Borue H. O'Brien, William R. Mabry, Charles N. Elsbree, Trustee for the Charles N. Elsbree Jr. Living Trust dated February 14, 2002, Gary A. Robinson, Thomas H. Persons, Trustee for the Persons Family Revocable Trust under trust dated February 15, 2005, Glen Hammel, Marilyn E. Montero, Joseph G. Lin, Trustee for the Lin Revocable Living Trust, Ned B. Stein, John Gladstein, Trustee for the John & Andrea Gladstein Family Trust dated February 11, 2003, John Gladstein, Trustee for the John & Andrea Gladstein Family Trust dated February 11, 2003, Francis Connelly, Trustee for the The Francis J & Shannon A Connelly Trust, Al Coppin, Trustee for the Al Coppin Trust, Stephen B. McCullagh, Trustee for the Stephen B. & Pamela McCullagh Trust dated October 22, 2001, and Larry L. Wasem—SEP IRA (incorporated herein by reference to Exhibit 4.24 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended June 30, 2005).
4.19   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).
4.20   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).
4.21   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).
4.22   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).
4.23   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).
4.24   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).
4.25   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).
4.26   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).
4.27   Acknowledgment and Consent, dated as of May 11, 2007, by and among Zions First National Bank, KC Gardner Company, L.C., HCPI/Utah, LLC, Gardner Property Holdings, L.C. and HCP (incorporated herein by reference to Exhibit 4.29 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended June 30, 2007).

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4.28   Acknowledgment and Consent, dated as of May 11, 2007, by and among Zions First National Bank, KC Gardner Company, L.C., HCPI/Utah II, LLC, Gardner Property Holdings, L.C. and HCP (incorporated herein by reference to Exhibit 4.30 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended June 30, 2007).
4.29   Acknowledgment and Consent, dated as of February 5, 2010, by and among ML Private Finance, LLC, A. Daniel Weyland, an individual, HCPI/Tennessee, LLC, and HCP (incorporated herein by reference to Exhibit 4.30 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended June 30, 2010).
4.30   Registration Rights Agreement, dated as of July 26, 2010, by and among HCP, Boyer Research Park Associates VIII, L.C., Boyer Research Park Associates IX, L.C., and Tegra Lakeview Associates, L.C. (incorporated herein by reference to Exhibit 4.1 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended September 30, 2010).
4.31   First Supplemental Indenture dated as of January 24, 2011, 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).
4.32   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).
4.33   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).
4.34   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).
4.35   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).
10.1   Amendment No. 1, dated as of May 30, 1985, to Partnership Agreement of Health Care Property Partners, a California general partnership, the general partners of which consist of HCP and certain affiliates of Tenet (incorporated herein by reference to Exhibit 10.1 to HCP's Annual Report on Form 10-K (File No. 1-08895) for the year ended December 31, 1985).
10.2.1   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).*
10.2.2   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).*
10.2.3   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).*
10.3.1   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).*
10.3.2   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).*

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10.4.1   2000 Stock Incentive Plan, amended and restated 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).*
10.4.2   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).*
10.5   Second Amended and Restated Director Deferred Compensation Plan (effective as of October 25, 2007) (incorporated herein by reference to Exhibit 10.5 to HCP's Annual Report on Form 10-K, as amended (File No. 1-08895), for the year ended December 31, 2007).*
10.6   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).
10.7   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).
10.8   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).
10.9.1   Amended and Restated Limited Liability Company Agreement of HCPI/Utah II, LLC, dated as of August 17, 2001 (incorporated herein by reference to Exhibit 10.21 to HCP's Annual Report on Form 10-K405 (File No. 1-08895) for the year ended December 31, 2001).
10.9.2   Amendment No. 1 to Amended and Restated Limited Liability Company Agreement of HCPI/Utah II, LLC, dated as of October 30, 2001 (incorporated herein by reference to Exhibit 10.22 to HCP's Annual Report on Form 10-K405 (File No. 1-08895) for the year ended December 31, 2001).
10.10   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).*
10.11.1   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).
10.11.2   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).
10.11.3   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).

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10.11.4   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).
10.11.5   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).
10.12   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).*
10.13   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).*
10.14   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).*
10.15   Form of CEO 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).*
10.16   Form of CEO 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).*
10.17   Form of employee 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).*
10.18   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).*
10.19   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).*
10.20   Form of employee 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 September 30, 2006).*
10.21   Form of non-employee director 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 September 30, 2006).*
10.22   Form of Non-Employee Directors 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).*

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10.23   Amended and Restated Stock Unit Award Agreement, 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).*
10.24   $1,500,000,000 Credit Agreement, dated as of August 1, 2007, by and among HCP, the lenders party thereto and Bank of America, N.A., as Administrative Agent (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, 2010).
10.25   $2,750,000,000 Credit Agreement, dated as of August 1, 2007, by and among HCP, the lenders party thereto and Bank of America, N.A., as Administrative Agent (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, 2010).
10.26   Change in Control Severance Plan (incorporated herein by reference to Exhibit 10.41 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended September 30, 2007).*
10.27   2006 Performance Incentive Plan (incorporated herein by reference to Exhibit A to HCP's Proxy Statement (File No. 1-08895) for the Annual Meeting of Stockholders held on May 11, 2006).*
10.28   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).
10.29   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).
10.30   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).
10.31   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).
10.32   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).
10.33   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).
10.34   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).

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10.35   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).
10.36   Executive Bonus Program (incorporated herein by reference to HCP's Current Report on Form 8-K (File No. 1-08895), filed January 31, 2008.*
10.37   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).*
10.38   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).*
10.39   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).*
10.40   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).*
10.41   Resignation and Consulting Agreement, dated as of February 28, 2009, by and between HCP and Mark A. Wallace (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 March 31, 2009).*
10.42   Letter Agreement, dated as of March 2, 2009, by and between HCP and Thomas M. Herzog (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 March 31, 2009).
10.43   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).
10.44   Resignation and Consulting Agreement, dated as of June 1, 2009, by and between HCP and George P. Doyle (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, 2009).*
10.45   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).*
10.46   Amended and Restated Dividend Reinvestment and Stock Purchase Plan, amended as of September 4, 2009 (incorporated by reference to HCP's Registration Statement on Form S-3 (Registration No. 333-161721), dated September 4, 2009 and as supplemented on September 4, 2009).
10.47   Amended and Restated Dividend Reinvestment and Stock Purchase Plan, amended as of October 30, 2008 (incorporated herein by reference to HCP's Registration Statement on Form S-3 (Registration No. 333-137225) , dated September 8, 2006).

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10.48   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).*
10.49   Letter Agreement, dated April 21, 2010, by and between HCP and J. Alberto Gonzalez-Pita (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, 2010).*
10.50   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).*
10.51   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).
10.52   Credit Agreement, dated as of December 13, 2010, among HCP, Inc., the lending institutions party hereto from time to time, UBS AG, Stamford Branch, as administrative agent, UBS Securities LLC, as joint lead arranger and joint bookrunner, Citibank, N.A., as joint lead arranger and joint bookrunner, Citicorp North America, Inc., as co-syndication agent, Wells Fargo Securities, LLC, as joint lead arranger and joint bookrunner, Wells Fargo Bank, National Association, as co-syndication agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arranger and joint bookrunner, Bank of America, N.A., as co-syndication agent, J.P. Morgan Securities, LLC, as joint lead arranger and joint bookrunner, and JPMorgan Chase Bank, N.A., as co-syndication agent (incorporated herein by reference to Exhibit 10.2 to HCP's Current Report on Form 8-K (File No. 1-08895), filed December 14, 2010).
21.1   Subsidiaries of the Company.
23.1   Consent of Independent Registered Public Accounting Firm—Ernst & Young LLP.
23.2   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 Thomas M. Herzog, 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 Thomas M. Herzog, 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.

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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 15, 2011

    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 15, 2011

/s/ THOMAS M. HERZOG

Thomas M. Herzog

 

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

 

February 15, 2011

/s/ SCOTT A. ANDERSON

Scott A. Anderson

 

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

 

February 15, 2011

/s/ CHRISTINE GARVEY

Christine Garvey

 

Director

 

February 15, 2011

/s/ DAVID B. HENRY

David B. Henry

 

Director

 

February 15, 2011

/s/ LAURALEE E. MARTIN

Lauralee E. Martin

 

Director

 

February 15, 2011

/s/ MICHAEL D. MCKEE

Michael D. McKee

 

Director

 

February 15, 2011

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Signature
 
Title
 
Date

 

 

 

 

 
/s/ HAROLD M. MESSMER, JR.

Harold M. Messmer, Jr.
  Director   February 15, 2011

/s/ PETER L. RHEIN

Peter L. Rhein

 

Director

 

February 15, 2011

/s/ KENNETH B. ROATH

Kenneth B. Roath

 

Director

 

February 15, 2011

/s/ RICHARD M. ROSENBERG

Richard M. Rosenberg

 

Director

 

February 15, 2011

/s/ JOSEPH P. SULLIVAN

Joseph P. Sullivan

 

Director

 

February 15, 2011

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 
  Page

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

  F-2

Report of Independent Registered Public Accounting Firm—Ernst & Young LLP

  F-3

Consolidated Balance Sheets

  F-4

Consolidated Statements of Income

  F-5

Consolidated Statements of Equity

  F-6

Consolidated Statements of Cash Flows

  F-8

Notes to Consolidated Financial Statements

  F-9

Schedule II: Valuation and Qualifying Accounts

  F-54

Schedule III: Real Estate and Accumulated Depreciation

  F-55

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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 sheet of HCP, Inc. and subsidiaries (the "Company") as of December 31, 2010, and the related consolidated statements of income, equity, and cash flows for the year then ended. Our audit also included the financial statement schedules for the year ended December 31, 2010 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 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 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 audit provides 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, 2010, and the results of their operations and their cash flows for the year then ended, 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.

        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, 2010, 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 15, 2011 expressed an unqualified opinion on the Company's internal control over financial reporting.

    /s/ DELOITTE & TOUCHE LLP

Los Angeles, California
February 15, 2011

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of HCP, Inc.

        We have audited the accompanying consolidated balance sheets of HCP, Inc. as of December 31, 2009, and the related consolidated statements of income, equity, and cash flows for each of the two years in the period ended December 31, 2009. Our audits also included the financial statement schedules—Schedule II: Valuation and Qualifying Accounts and Schedule III: Real Estate and Accumulated Depreciation. These financial statements and schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and 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, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of HCP, Inc. at December 31, 2009, and the consolidated results of its operations and its cash flows for each of the two years in the period ended December 31, 2009, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.

    /s/ ERNST & YOUNG LLP

Irvine, California
February 12, 2010

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HCP, Inc.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

 
  December 31,  
 
  2010   2009  

ASSETS

             

Real estate:

             
 

Buildings and improvements

  $ 8,209,806   $ 7,771,225  
 

Development costs and construction in progress

    144,116     272,542  
 

Land

    1,573,984     1,542,393  
 

Accumulated depreciation and amortization

    (1,251,142 )   (1,035,474 )
           
     

Net real estate

    8,676,764     8,550,686  
           

Net investment in direct financing leases

    609,661     600,077  

Loans receivable, net

    2,002,866     1,672,938  

Investments in and advances to unconsolidated joint ventures

    195,847     267,978  

Accounts receivable, net of allowance of $5,150 and $10,772, respectively

    34,504     43,726  

Cash and cash equivalents

    1,036,701     112,259  

Restricted cash

    36,319     33,000  

Intangible assets, net

    316,375     389,698  

Real estate held for sale, net

        34,659  

Other assets, net

    422,886     504,714  
           
 

Total assets

  $ 13,331,923   $ 12,209,735  
           

LIABILITIES AND EQUITY

             

Bank line of credit

  $   $  

Term loan

        200,000  

Senior unsecured notes

    3,318,379     3,521,325  

Mortgage and other secured debt

    1,235,779     1,834,711  

Mortgage debt on assets held for sale

        224  

Other debt

    92,187     99,883  

Intangible liabilities, net

    148,072     200,260  

Accounts payable and accrued liabilities

    313,806     309,596  

Deferred revenue

    77,653     85,127  
           
   

Total liabilities

    5,185,876     6,251,126  
           

Commitments and contingencies

             

Preferred stock, $1.00 par value: 50,000,000 shares authorized; 11,820,000 shares issued and outstanding, liquidation preference of $25.00 per share

   
285,173
   
285,173
 

Common stock, $1.00 par value: 750,000,000 shares authorized; 370,924,887 and 293,548,162 shares issued and outstanding, respectively

    370,925     293,548  

Additional paid-in capital

    8,089,982     5,719,400  

Cumulative dividends in excess of earnings

    (775,476 )   (515,450 )

Accumulated other comprehensive loss

    (13,237 )   (2,134 )
           
   

Total stockholders' equity

    7,957,367     5,780,537  

Joint venture partners

   
14,935
   
7,529
 

Non-managing member unitholders

    173,745     170,543  
           
   

Total noncontrolling interests

    188,680     178,072  
           
     

Total equity

    8,146,047     5,958,609  
           
 

Total liabilities and equity

  $ 13,331,923   $ 12,209,735  
           

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,  
 
  2010   2009   2008  

Revenues:

                   
 

Rental and related revenues

  $ 951,855   $ 878,492   $ 867,367  
 

Tenant recoveries

    89,012     89,457     82,688  
 

Income from direct financing leases

    49,438     51,495     58,149  
 

Interest income

    160,163     124,146     130,869  
 

Investment management fee income

    4,666     5,312     5,923  
               
   

Total revenues

    1,255,134     1,148,902     1,144,996  
               

Costs and expenses:

                   
 

Depreciation and amortization

    311,952     316,722     312,009  
 

Interest expense

    288,650     298,869     348,343  
 

Operating

    210,276     185,704     192,945  
 

General and administrative

    83,048     78,471     73,691  
 

Litigation provision

        101,973      
 

Impairments (recoveries)

    (11,900 )   75,389     18,276  
               
   

Total costs and expenses

    882,026     1,057,128     945,264  
               
 

Other income, net

    15,819     7,768     25,672  
               

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

    388,927     99,542     225,404  
 

Income taxes

    (412 )   (1,910 )   (4,224 )
 

Equity income from unconsolidated joint ventures

    4,770     3,511     3,326  
 

Impairments of investments in unconsolidated joint ventures

    (71,693 )        
               

Income from continuing operations

    321,592     101,143     224,506  
               

Discontinued operations:

                   
 

Income before impairments and gain on sales of real estate, net of income taxes

    2,878     7,812     26,463  
 

Impairments

        (125 )   (9,175 )
 

Gain on sales of real estate, net of income taxes

    19,925     37,321     229,189  
               
   

Total discontinued operations

    22,803     45,008     246,477  
               

Net income

    344,395     146,151     470,983  
 

Noncontrolling interests' share in earnings

    (13,686 )   (14,461 )   (22,488 )
               

Net income attributable to HCP, Inc

    330,709     131,690     448,495  
 

Preferred stock dividends

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

Participating securities' share in earnings

    (2,081 )   (1,491 )   (1,997 )
               

Net income applicable to common shares

  $ 307,498   $ 109,069   $ 425,368  
               

Basic earnings per common share:

                   
 

Continuing operations

  $ 0.93   $ 0.23   $ 0.76  
 

Discontinued operations

    0.08     0.17     1.03  
               
   

Net income applicable to common shares

  $ 1.01   $ 0.40   $ 1.79  
               

Diluted earnings per common share:

                   
 

Continuing operations

  $ 0.93   $ 0.23   $ 0.76  
 

Discontinued operations

    0.07     0.17     1.03  
               
   

Net income applicable to common shares

  $ 1.00   $ 0.40   $ 1.79  
               

Weighted average shares used to calculate earnings per common share:

                   
 

Basic

    305,574     274,216     237,301  
               
 

Diluted

    306,900     274,631     237,972  
               

See accompanying Notes to Consolidated Financial Statements.

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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, 2008

    11,820   $ 285,173     216,819   $ 216,819   $ 3,724,739   $ (120,920 ) $ (2,102 ) $ 4,103,709   $ 339,271   $ 4,442,980  

Comprehensive income:

                                                             
 

Net income

                        448,495         448,495     22,488     470,983  
 

Change in net unrealized gains (losses) on securities:

                                                             
   

Unrealized losses

                            (88,266 )   (88,266 )       (88,266 )
   

Less reclassification adjustment realized in net income

                            7,230     7,230         7,230  
 

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

                                                             
   

Unrealized losses

                            (1,485 )   (1,485 )       (1,485 )
   

Less reclassification adjustment realized in net income

                            3,999     3,999         3,999  
 

Change in Supplemental Executive Retirement Plan ("SERP") obligation

                            292     292         292  
 

Foreign currency translation adjustment

                            (830 )   (830 )       (830 )
                                                         

Total comprehensive income

                                              369,435     22,488     391,923  

Issuance of common stock, net

            36,233     36,233     1,126,769             1,163,002     (111,467 )   1,051,535  

Repurchase of common stock

            (99 )   (99 )   (3,085 )           (3,184 )       (3,184 )

Exercise of stock options

            648     648     11,539             12,187         12,187  

Amortization of deferred compensation

                    13,765             13,765         13,765  

Preferred dividends

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

Common dividends ($1.82 per share)

                        (436,513 )       (436,513 )       (436,513 )

Distributions to noncontrolling interests

                                    (28,375 )   (28,375 )

Purchase of noncontrolling interests

                                    (15,348 )   (15,348 )
                                           

December 31, 2008

    11,820   $ 285,173     253,601   $ 253,601   $ 4,873,727   $ (130,068 ) $ (81,162 ) $ 5,201,271   $ 206,569   $ 5,407,840  

Comprehensive income:

                                                             
 

Net income

                        131,690         131,690     14,461     146,151  
 

Change in net unrealized gains (losses) on securities:

                                                             
   

Unrealized gains

                            82,816     82,816         82,816  
   

Less reclassification adjustment realized in net income

                            (4,197 )   (4,197 )       (4,197 )
 

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

                                                             
   

Unrealized gains

                            179     179         179  
   

Less reclassification adjustment realized in net income

                            781     781         781  
 

Change in SERP obligation

                            (521 )   (521 )       (521 )
 

Foreign currency translation adjustment

                            (30 )   (30 )       (30 )
                                                         

Total comprehensive income

                                              210,718     14,461     225,179  

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HCP, Inc.

CONSOLIDATED STATEMENTS OF EQUITY (Continued)

(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  

Issuance of common stock, net

            39,664     39,664     831,552             871,216     (23,045 )   848,171  

Repurchase of common stock

            (110 )   (110 )   (2,575 )           (2,685 )       (2,685 )

Exercise of stock options

            393     393     7,033             7,426         7,426  

Amortization of deferred compensation

                    14,388             14,388         14,388  

Preferred dividends

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

Common dividends ($1.84 per share)

                        (495,942 )       (495,942 )       (495,942 )

Distributions to noncontrolling interests

                                    (15,541 )   (15,541 )

Purchase of noncontrolling interests

                    (4,725 )           (4,725 )   (4,372 )   (9,097 )
                                           

December 31, 2009

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

Comprehensive income:

                                                             
 

Net income

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

Change in net unrealized gains (losses) on securities:

                                                             
   

Unrealized gains

                            937     937         937  
   

Less reclassification adjustment realized in net income

                            (12,742 )   (12,742 )       (12,742 )
 

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

                                                             
   

Unrealized losses

                            (996 )   (996 )       (996 )
   

Less reclassification adjustment realized in net income

                            1,453     1,453         1,453  
 

Change in SERP obligation

                            43     43         43  
 

Foreign currency translation adjustment

                            202     202         202  
                                                         

Total comprehensive income

                                              319,606     13,686     333,292  

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 acquired assets

                                    10,002     10,002  

Sale 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  
                                           

See accompanying Notes to Consolidated Financial Statements.

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HCP, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 
  Year Ended December 31,  
 
  2010   2009   2008  

Cash flows from operating activities:

                   

Net income

  $ 344,395   $ 146,151   $ 470,983  

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

    311,952     316,722     312,009  
   

Discontinued operations

    1,495     3,403     9,227  
 

Amortization of above and below market lease intangibles, net

    (6,378 )   (14,780 )   (8,440 )
 

Stock-based compensation

    14,924     14,388     13,765  
 

Amortization of debt premiums, discounts and issuance costs, net

    9,856     8,328     9,869  
 

Straight-line rents

    (47,243 )   (46,688 )   (39,463 )
 

Interest accretion

    (69,645 )   (39,172 )   (27,019 )
 

Deferred rental revenue

    (3,984 )   12,804     13,931  
 

Equity income from unconsolidated joint ventures

    (4,770 )   (3,511 )   (3,326 )
 

Distributions of earnings from unconsolidated joint ventures

    5,373     7,273     6,745  
 

Gain on sales of real estate

    (19,925 )   (37,321 )   (229,189 )
 

Gain on early repayment of debt

            (2,396 )
 

Marketable securities (gains) losses, net

    (14,597 )   (8,876 )   7,230  
 

Derivative losses, net

    1,302     69     4,577  
 

Impairments, net of recoveries

    59,793     75,514     27,851  

Changes in:

                   
 

Accounts receivable, net

    9,222     4,408     10,681  
 

Other assets

    (6,341 )   (6,881 )   (1,315 )
 

Accrued liability for litigation provision

        101,973      
 

Accounts payable and other accrued liabilities

    (4,931 )   (18,170 )   (7,023 )
               
   

Net cash provided by operating activities

    580,498     515,634     568,697  
               

Cash flows from investing activities:

                   

Acquisitions and development of real estate

    (304,847 )   (96,528 )   (155,531 )

Lease costs and tenant and capital improvements

    (97,930 )   (40,702 )   (59,991 )

Proceeds from sales of real estate

    32,284     72,272     639,585  

Contributions to unconsolidated joint ventures

    (6,565 )   (7,975 )   (3,579 )

Distributions in excess of earnings from unconsolidated joint ventures

    4,365     6,869     8,400  

Purchase of marketable securities

            (30,089 )

Proceeds from sales of marketable securities

    179,215     157,122     10,700  

Proceeds from sales of interests in unconsolidated joint ventures

            2,855  

Principal repayments on loans receivable and direct financing leases

    63,953     10,952     16,790  

Investments in loans receivable and direct financing leases, net

    (298,085 )   (165,494 )   (3,162 )

Increase (decrease) in restricted cash

    (3,319 )   2,078     1,349  
               
   

Net cash provided by (used in) investing activities

    (430,929 )   (61,406 )   427,327  
               

Cash flows from financing activities:

                   

Net repayments under bank line of credit

        (150,000 )   (801,700 )

Repayments of term loan

    (200,000 )   (320,000 )   (1,030,000 )

Borrowings under term loan

            200,000  

Repayments of mortgage and other secured debt

    (636,096 )   (234,080 )   (225,316 )

Issuance of mortgage debt

        1,942     579,557  

Repayments and repurchases of senior unsecured notes

    (206,422 )   (7,735 )   (300,000 )

Settlement of cash flow hedges, net

            (9,658 )

Debt issuance costs

    (11,850 )   (860 )   (12,657 )

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

    2,426,900     852,912     1,060,538  

Dividends paid on common and preferred stock

    (590,735 )   (517,072 )   (457,643 )

Sale (purchase) of noncontrolling interests

    8,395     (9,097 )    

Distributions to noncontrolling interests

    (15,319 )   (15,541 )   (37,852 )
               
   

Net cash provided by (used in) financing activities

    774,873     (399,531 )   (1,034,731 )
               

Net increase (decrease) in cash and cash equivalents

    924,442     54,697     (38,707 )

Cash and cash equivalents, beginning of year

    112,259     57,562     96,269  
               

Cash and cash equivalents, end of year

  $ 1,036,701   $ 112,259   $ 57,562  
               

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 variable interest entity ("VIE") relationships and consolidate investments in 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 entity's economic performance, its form of ownership interest, its representation on the entity'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 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 from tenants 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, the Company recognizes 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, 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 criterion:

        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. Such revenue is recognized only after the contingency has been removed (when the related thresholds are achieved), which 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 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.

        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 receives management fees from its investments in certain joint venture entities for various services it provides as the managing member of these entities. 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 the 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.

        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. The difference between the future minimum lease payments and estimated residual values, less the cost of the 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 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 effective interest method. The effective 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.

        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; 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 cost. Costs are allocated at acquisition, including the assumption of liabilities, to the acquired tangible assets and identifiable intangibles based on their fair value. The Company assesses fair value based on

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

cash flow projections that utilize appropriate discount and/or capitalization rates and available 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 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 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 45 years. Above and below market lease intangibles are amortized primarily to revenue over the remaining noncancellable lease terms and bargain renewal periods, if any. Other 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 undiscounted cash flows to the carrying value of the real estate

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

asset or asset group. If the carrying value exceeds the expected undiscounted cash flows, an impairment loss will be recognized by adjusting the carrying value of the real estate assets to its fair value.

        Goodwill is tested for impairment at least annually and whenever the Company identifies triggering events that may indicate an impairment has occurred by applying a two-step approach. Potential impairment indicators include a significant decline in real estate valuations, restructuring plans or a significant decline in the value of the Company's market capitalization. The Company tests goodwill for impairment by comparing the fair value of a reporting unit containing goodwill to its carrying value. If the carrying value exceeds the fair value, 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 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 if, (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)

        Share-based compensation expense for share-based awards granted to employees, including grants of employee stock options, are recognized in the statements of income based on their 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 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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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        In 1985, 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. On July 27, 2007, the Company formed HCP Life Science REIT, a consolidated subsidiary, which elected REIT status for the year ended December 31, 2007. HCP, Inc. and its consolidated REIT subsidiary are each subject to the REIT qualification requirements under Sections 856 to 860 of the Code. If either 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 HCP Life Science REIT 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 the Company undertakes must 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 tax expense. Interest relating to unrecognized tax benefits is recognized as interest expense.

        The Company classifies its marketable equity and debt 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.

        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 based on 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) life science, (iii) medical office, (iv) post-acute/skilled nursing 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 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.

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        The Company consolidates non-managing member limited liability companies ("DownREITs") since 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.

        The Company recognizes the excess of the redemption value of cumulative redeemable preferred stock redeemed over its carrying amount as a charge to earnings. The Company reduces the carrying value of preferred shares by the amount of original issuance costs (see Note 13).

        Two 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. An additional senior housing facility owned by the Company collects non-interest bearing occupancy fee deposits that are refundable to the resident or the resident's estate upon the earlier of the re-letting of the unit or after two years of vacancy. Proceeds from the issuance of new bonds are used to retire existing bonds, and since the maturity of the obligations for the three 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:

        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.

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        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 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 2010, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements. The amendments in this update require, among other things, new disclosures and clarifications of existing disclosures related to transfers in and out of Level 1 and Level 2 fair value measurements, further disaggregation of fair value measurement disclosures for each class of assets and liabilities and additional details of valuation techniques and inputs utilized. This update is consistent with the Company's current accounting application for fair value measurements and disclosures and did not have a material impact on its consolidated financial position or results of operations.

        In July 2010, the FASB issued Accounting Standards Update No. 2010-20, Receivables (Topic 310): Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses. The amendments in this update require additional disclosure about the credit quality of financing receivables, such as aging information and credit quality indicators. Both new and existing disclosures must be disaggregated by portfolio segment or class. The disaggregation of information is based on how allowances for credit losses are developed and how credit exposure is managed. This update is effective for interim periods and fiscal years ending after December 15, 2010. The adoption of these requirements on December 31, 2010 did not have a material 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. All prior period interest income and interest expense have been reclassified to be presented as components of "revenues" and "costs and expenses," respectively, on the consolidated statements of income as a result of a significant increase in the Company's lending operations.

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(3)   Real Estate Property Investments

        A summary of acquisitions for the year ended December 31, 2010 follows (in thousands):

 
  Consideration   Assets Acquired  
Acquisitions
  Cash Paid   Debt
Assumed
  DownREIT
Units
  Other
Noncontrolling
Interest
  Real Estate   Net
Intangibles
 

Senior housing

  $ 143,926   $   $   $   $ 141,500   $ 2,426  

Medical office

    27,463     33,503 (1)   1,926     735     57,390     6,237  

Life science

    40,563         7,341     190     43,017     5,077  
                           

  $ 211,952   $ 33,503   $ 9,267   $ 925   $ 241,907   $ 13,740  
                           

(1)
Debt assumed includes a related interest-rate swap liability with a fair value of $3.2 million, at acquisition.

        During the year ended December 31, 2010, the Company funded an aggregate of $135 million for construction, tenant and other capital improvement projects, primarily in the life science segment. During the year ended December 31, 2010, three of the Company's life science facilities located in South San Francisco were placed into service representing 329,000 square feet.

        During the year ended December 31, 2009, the Company funded an aggregate of $119 million for construction, tenant and other capital improvement projects, primarily in its life science segment.

(4)   Dispositions of Real Estate and Discontinued Operations

        During the year ended December 31, 2010, the Company sold 14 properties for $56 million, which were made from the following segments: (i) $28 million of senior housing; (ii) $15 million of hospital; (iii) $10 million of post-acute/skilled nursing; and (iv) $3 million of medical office. During the year ended December 31, 2009, the Company sold 14 properties for $72 million, which were made from the following segments: (i) $46 million of hospital; (ii) $15 million of senior housing; and (iii) $11 million of medical office.

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        The following table summarizes operating income from discontinued operations, impairments and gain on sales of real estate included in discontinued operations (dollars in thousands):

 
  Year Ended December 31,  
 
  2010   2009   2008  

Rental and related revenues

  $ 4,365   $ 11,958   $ 45,873  
               

Depreciation and amortization expenses

    1,495     3,403     9,227  

Operating expenses

    145     793     8,503  

Other income, net

    (153 )   (50 )   1,680  
               
 

Income before impairments and gain on sales of real estate, net of income taxes

  $ 2,878   $ 7,812   $ 26,463  
               

Impairments

  $   $ (125 ) $ (9,175 )
               

Gain on sales of real estate, net of income taxes

  $ 19,925   $ 37,321   $ 229,189  
               
 

Number of properties held for sale

        14     28  
 

Number of properties sold

    14     14     51  
               
 

Number of properties included in discontinued operations

    14     28     79  
               

(5)   HCR ManorCare Acquisition

        On December 13, 2010, the Company signed a definitive agreement to acquire substantially all of the real estate assets of HCR ManorCare, Inc. ("HCR ManorCare"), for a purchase price of $6.1 billion ("HCR ManorCare Acquisition"). The consideration for the purchase will consist of the following: (i) $3.528 billion in cash; (ii) $1.72 billion par value (carrying value of $1.6 billion) reinvestment of HCP's existing mezzanine and mortgage loan investments in HCR ManorCare (see Note 7); and (iii) subject to certain adjustments, 25.7 million shares of HCP common stock to be issued directly to the shareholders of HCR ManorCare, or, at the Company's option, a cash equivalent of $852 million.

        Upon closing, the Company will acquire 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 will continue to operate the assets pursuant to a long-term triple-net master lease supported by a guaranty from HCR ManorCare.

        Concurrent with the signing of the definitive agreement for the HCR ManorCare Acquisition, the Company obtained a bridge loan commitment from a syndicate of banks of up to $3.3 billion. As a result of the Company's December 2010 common stock and January 2011 senior unsecured note offerings, the amount available under this bridge loan commitment has been reduced to approximately $90 million.

        In connection with the HCR ManorCare Acquisition prefunding activities, on January 31, 2011, the Company purchased an additional $360 million participation in the first mortgage debt of HCR ManorCare. This transaction increased the Company's debt investments in HCR ManorCare to an aggregate par value of $2.08 billion.

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(6)   Net Investment in Direct Financing Leases

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

 
  December 31,  
 
  2010   2009  

Minimum lease payments receivable

  $ 1,266,129   $ 1,338,634  

Estimated residual values

    409,270     467,248  

Allowance for DFL losses

        (54,957 )

Less unearned income

    (1,065,738 )   (1,150,848 )
           

Net investment in direct financing leases

  $ 609,661   $ 600,077  
           

Properties subject to direct financing leases

    27     30  
           

        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.

        On December 23, 2009, an auction was concluded with respect to Erickson's assets, and on December 30, 2009, Erickson filed an amended plan of reorganization providing additional detail about the results of the auction and the allocation of auction proceeds. The amended plan proposed that the Company would not be entitled to any of the proceeds with respect to the three DFLs, but would receive a nominal recovery with respect to the Company's participation in the senior construction loan. Additionally, on January 4, 2010, Erickson served the Company with adversary complaints claiming, among other things, that the Company's interest as a landlord under the DFLs should be treated as if it were instead the interest of a lender with a security interest in the properties. Even though Erickson's amended plan of reorganization had not been confirmed in the bankruptcy proceedings, the Company concluded that, as a result of the auction, the subsequent allocation of the auction proceeds and management's evaluation of Erickson's pursuit of remedies consistent with the extinguishment of the Company's DFL interests, it was appropriate to reduce the carrying value of these assets to a nominal amount associated with the expected partial recovery of the participation interest in the senior construction loan.

        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, during the three months ended March 31, 2010, the Company recognized aggregate income of $11.9 million in impairment recoveries, which represented the reversal of a portion of the allowances established pursuant to the previous impairment charges related to its investments in the three DFLs and participation interest in the senior construction loan. This amount is shown as impairments (recoveries) in the consolidated statements of income.

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        Future minimum lease payments contractually due under direct financing leases at December 31, 2010, were as follows (in thousands):

Year
  Amount  

2011

  $ 44,657  

2012

    42,168  

2013

    43,344  

2014

    44,554  

2015

    45,797  

Thereafter

    1,045,609  
       

  $ 1,266,129  
       

(7)   Loans Receivable

        The following table summarizes the Company's loans receivable (in thousands):

 
  December 31,  
 
  2010   2009  
 
  Real Estate
Secured
  Other
Secured
  Total   Real Estate
Secured
  Other
Secured
  Total  

Mezzanine

  $   $ 1,144,485   $ 1,144,485   $   $ 999,118   $ 999,118  

Other

    1,030,454         1,030,454     783,798     84,079     867,877  

Unamortized discounts, fees and costs

    (107,549 )   (61,127 )   (168,676 )   (115,422 )   (66,196 )   (181,618 )

Allowance for loan losses

        (3,397 )   (3,397 )   (8,148 )   (4,291 )   (12,439 )
                           

  $ 922,905   $ 1,079,961   $ 2,002,866   $ 660,228   $ 1,012,710   $ 1,672,938  
                           

        Following is a summary of loans receivable secured by real estate at December 31, 2010:

Final
Payment
Due
  Number
of
Loans
  Payment Terms   Initial
Principal
Amount
  Carrying
Amount
 
 
   
   
  (in thousands)
 
  2013     2   payments of $99,200, accrues interest at 11.50%, and secured by three skilled nursing facilities in Michigan; and the HCR ManorCare participation in its first mortgage debt (see discussion below).   $ 728,414   $ 647,908  

 

2014

 

 

2

 

payments of $18,100, accrues interest at 11.00%, and secured by one skilled nursing facility in Montana; and the Genesis senior loan participation (see discussion below).

 

 

279,521

 

 

253,563

 

 

2015

 

 

2

 

payments of $78,800 and accrues interest at 8.50%; interest-only payments beginning in 2013 and accrues interest at 8.00%; these loans are secured by a hospital in Louisiana.

 

 

23,640

 

 

21,434

 
                     
        6       $ 1,031,575   $ 922,905  
                     

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        At December 31, 2010, minimum future principal payments to be received on loans receivable, including those secured by real estate, are $90 million in 2011, $0.6 million in 2012, $1.727 billion in 2013, $329 million in 2014 and $22 million in 2015.

        The Company holds an interest-only, senior secured term loan made to an affiliate of the Cirrus Group, LLC ("Cirrus"). The loan had a maturity date of December 31, 2008, with a one-year extension period at the option of the borrower, subject to certain terms and conditions, under which amounts were borrowed to finance the acquisition, development, syndication and operation of new and existing surgical partnerships. The loan is collateralized by all of the assets of the borrower (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) and is supported in part by limited guarantees made by certain principals of Cirrus. Recourse under certain of these guarantees is limited to the guarantors' respective interests in certain entities owning real estate that are pledged to secure such guarantees. At December 31, 2008, the borrower did not meet the conditions necessary to exercise its extension option and did not repay the loan upon maturity. On April 22, 2009, new terms for extending the maturity date of the loan were agreed to, including the payment of a $1.1 million extension fee, and the maturity date was extended to December 31, 2010. In July 2009, the Company issued a notice of default for the borrower's failure to make interest payments. In December 2009, the Company determined that the loan was impaired and recognized a provision for loan loss of $4.3 million. This provision for loan loss resulted from discussions that began in December 2009 to restructure the loan. The proposed terms of the restructure (effective February 1, 2010) bifurcates the loan into two tranches and modifies the related terms as follows: (i) tranche A is $39 million and accrues interest at a rate of 14%, of which 9.5% is payable quarterly and 4.5% is deferred until maturity in January 2012; and (ii) tranche B is $52 million and accrues interest at a rate of 8.5% (previously 14%); Cirrus may defer its interest payments on this tranche to the maturity of the loan in July 2012 to the extent that it does not generate excess cash flows from the related operations. The Company believes that the value of the collateral supporting this loan exceeds the amount due and expects full repayment of its loan to Cirrus. Cirrus is in the process of marketing certain of the collateral assets for sale as a means of paying off the loan. Should the borrower be unsuccessful in selling the collateral assets and other sources of repayment are inadequate, the Company could be required to further modify this loan or take possession of the collateral. At December 31, 2010 and 2009, the carrying value of this loan, including accrued interest of $7.2 million and $5.2 million, respectively, was $93.1 million and $83.5 million, respectively. During the years ended December 31, 2010 and 2009, the Company recognized interest income from this loan of $11.7 million and $11.2 million, respectively, and received cash payments from the borrower of $1.9 million and $2.4 million, respectively.

        On December 21, 2007, the Company made an investment in mezzanine loans having an aggregate par value of $1.0 billion at a discount of $100 million, which resulted in an acquisition cost of $900 million, as part of the financing for The Carlyle Group's $6.3 billion purchase of Manor Care, Inc. These interest-only loans mature in January 2013 and bear interest on their par values at a floating rate of one-month London Interbank Offered Rate ("LIBOR") plus 4.0%. These loans are mandatorily pre-payable in January 2012 unless the borrower satisfies certain performance conditions. Among other things, these performance conditions require the borrower to: (i) maintain an interest-rate cap agreement(s) with a strike price of 5.25% at an equivalent maturity to that of the underlying loans; and (ii) maintain a trailing-twelve-month Debt Service Coverage Ratio, as defined in the respective agreement, of no less than 1.45 times. The loans are secured by an indirect pledge of equity ownership in 334 HCR ManorCare facilities located in 30 states and were subordinate to other debt of

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


approximately $3.6 billion. At December 31, 2010 and 2009, the carrying value of these loans was $953 million and $934 million, respectively.

        On August 3, 2009, the Company purchased a $720 million participation in the first mortgage debt of HCR ManorCare at a discount of $130 million, which resulted in an acquisition cost of $590 million. The $720 million participation bears interest at LIBOR plus 1.25% and represents 45% of the $1.6 billion most senior tranche of HCR ManorCare's mortgage debt incurred as part of the above mentioned financing for The Carlyle Group's acquisition of Manor Care, Inc. in December 2007. The mortgage debt matures in January 2013, if the borrower exercises a one-year extension option and meets certain performance conditions, which are similar to those described above. The mortgage debt is secured by a first lien on 334 facilities located in 30 states. At December 31, 2010 and 2009, the carrying value of the participation in this loan was $639 million and $604 million, respectively.

        On December 13, 2010, the Company signed a definitive agreement to acquire substantially all of the real estate assets of HCR ManorCare, Inc. for a purchase price of $6.1 billion. Upon closing, the Company's investments in debt issued by HCR ManorCare discussed above ($1.72 billion aggregate par value) will be extinguished. See Note 5 for additional discussion on the HCR ManorCare Acquisition.

        In September and October 2010 the Company purchased participations in a senior loan and mezzanine note of Genesis Healthcare ("Genesis") with par values of $277.6 million and $50.0 million, respectively, each at a discount for $249.9 million and $40.0 million, respectively. These investments represent a portion of the $1.67 billion of debt incurred in connection with the $2.0 billion acquisition of Genesis in July 2007. At December 31, 2010, the carrying values of the senior loan and mezzanine note were $252 million and $41 million, respectively.

        The Genesis senior loan bears interest on the par value at LIBOR (subject to a current 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 is prepayable anytime without penalty, matures in September 2014 and is secured by all of Genesis' assets. The mezzanine note bears interest on the par value at LIBOR plus a spread of 7.50% and matures in September 2014. In addition to the coupon interest payments, the mezzanine note requires the payment of a termination fee, of which the Company's share at December 31, 2010 was $2 million, increasing to a maximum of $5 million if the debt is repaid in full at maturity. The mezzanine note is subordinate to the senior loan and secured by an indirect pledge of equity ownership in Genesis' assets. At December 31, 2010, the coupon rates on the senior loan and mezzanine note were 6.25% and 7.76% respectively.

        On November 1, 2010, upon the early repayment of a mortgage loan receivable, the Company received $46 million in proceeds, recognizing additional interest income of $11 million for the prepayment premium included in the proceeds. This loan was secured by a hospital, had an original maturity of January 2016 and carried an interest rate of 8.5%.

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(8)   Investments in and Advances to Unconsolidated Joint Ventures

        The Company owns interests in the following entities that are accounted for under the equity method at December 31, 2010 (dollars in thousands):

Entity(1)
  Properties   Investment(2)   Ownership%  

HCP Ventures II(3)

  25 senior housing facilities   $ 64,973     35  

HCP Ventures III, LLC

  13 medical office buildings ("MOBs")     10,024     30  

HCP Ventures IV, LLC

  54 MOBs and 4 hospitals     37,919     20  

HCP Life Science(4)

  4 life science facilities     65,252     50-63  

Horizon Bay Hyde Park, LLC

  1 senior housing development     8,328     75  

Suburban Properties, LLC

  1 MOB     8,579     67  

Advances to unconsolidated joint ventures, net

        772        
                 

      $ 195,847        
                 

Edgewood Assisted Living Center, LLC(5)

  1 senior housing facility   $ (843 )   45  

Seminole Shores Living Center, LLC(5)

  1 senior housing facility     (282 )   50  
                 

      $ (1,125 )      
                 

(1)
These entities are not consolidated since the Company does not control, through voting rights or other means, the joint ventures. See Note 2 regarding the Company's accounting 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)
On January 14, 2011, the Company acquired its partner's 65% interest in HCP Ventures II, becoming the sole owner of the portfolio. At closing, the Company paid approximately $137 million in cash for the interest and assumed its partner's share of approximately $650 million of debt (par value) secured by the real estate assets. This transaction valued the venture's real estate assets at approximately $860 million. The consolidation of HCP Ventures II on January 14, 2011 resulted in a gain of approximately $8 million, which gain represents the fair value of HCP's 35% interest in this venture in excess of its carrying value on the acquisition date.

(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%).

(5)
As of December 31, 2010, the Company has guaranteed in the aggregate $4 million of a total of $8 million of mortgage debt for these joint ventures. No amounts have been recorded related to these guarantees at December 31, 2010. Negative investment amounts are included in accounts payable and accrued liabilities in the Company's consolidated balance sheets.

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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,  
 
  2010   2009  

Real estate, net

  $ 1,633,209   $ 1,655,754  

Other assets, net

    131,714     189,841  
           

Total assets

  $ 1,764,923   $ 1,845,595  
           

Mortgage debt

  $ 1,148,839   $ 1,159,589  

Accounts payable

    32,120     38,255  

Other partners' capital

    415,697     462,243  

HCP's capital(1)

    168,267     185,508  
           

Total liabilities and partners' capital

  $ 1,764,923   $ 1,845,595  
           

(1)
Aggregate basis difference of the Company's investments in these joint ventures of $25.7 million, at December 31, 2010, is primarily attributable to real estate and lease-related intangible assets.

 
  Year Ended December 31,  
 
  2010   2009   2008  

Total revenues

  $ 172,972   $ 184,102   $ 182,543  

Net loss(1)

    (54,237 )   (341 )   (1,720 )

HCP's share in earnings(1)

    4,770     3,511     3,326  

HCP's impairment of its investment in HCP Ventures II(1)

    (71,693 )        

Fees earned by HCP

    4,666     5,312     5,923  

Distributions received by HCP

    9,738     14,142     15,145  

(1)
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 includes 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 does not include the impact of the Ventures' impairment of its straight-line rent assets.

(9)   Intangibles

        At December 31, 2010 and 2009, intangible lease assets, comprised of lease-up intangibles, above market tenant lease intangibles, below market ground lease intangibles and intangible assets related to non-compete agreements, were $511.4 million and $592.1 million, respectively. At December 31, 2010 and 2009, the accumulated amortization of intangible assets was $195.0 million and $202.4 million, respectively. The remaining weighted average amortization period of intangible assets was 9 years at both December 31, 2010 and 2009.

        At December 31, 2010 and 2009, below market lease intangibles and above market ground lease intangibles were $233.5 million and $284.2 million, respectively. At December 31, 2010 and 2009, the accumulated amortization of intangible liabilities was $85.4 million and $83.9 million, respectively. The remaining weighted average amortization period of unfavorable market lease intangibles was approximately 8 years and 9 years at December 31, 2010 and 2009, respectively.

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        For the years ended December 31, 2010, 2009 and 2008, rental income includes additional revenues of $8.2 million, $16.4 million and $9.0 million, respectively, from the amortization of net below market lease intangibles. For each of the years ended December 31, 2010, 2009 and 2008, operating expenses include additional expense of $0.4 million from the amortization of net above market ground lease intangibles. For the years ended December 31, 2010, 2009 and 2008, depreciation and amortization expense includes additional expense of $45.7 million, $63.3 million and $74.0 million, respectively, from the amortization of lease-up and non-compete agreement intangibles.

        On October 5, 2006, the Company acquired CNL Retirement Properties, Inc. ("CRP") in a merger. Through the purchase method of accounting, the Company allocated $35 million of above-market lease intangibles related to 15 senior housing facilities that were operated by Sunrise Senior Living, Inc. and its subsidiaries ("Sunrise"). In June 2009, in a subsequent review of the related calculations of the relative fair value of these lease intangibles, the Company noted valuation errors, which resulted in an aggregate overstatement of the above-market lease intangible assets and an aggregate understatement of building and improvements of $28 million. In the periods from October 5, 2006 through March 31, 2009, these errors resulted in an understatement of rental and related revenues and depreciation expense of approximately $6 million and $2 million, respectively. The Company recorded the related corrections in June 2009, and determined that such misstatements to the Company's results of operations or financial position during the periods from October 5, 2006 through June 30, 2009 were immaterial.

        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
 

2011

  $ 45,502   $ 20,316  

2012

    40,878     19,618  

2013

    39,055     19,085  

2014

    35,083     17,065  

2015

    32,584     16,392  

Thereafter

    123,273     55,596  
           

  $ 316,375   $ 148,072  
           

(10) Other Assets

        The Company's other assets consisted of the following (in thousands):

 
  December 31,  
 
  2010   2009  

Marketable debt securities

  $   $ 172,799  

Marketable equity securities

        3,521  

Straight-line rent assets, net of allowance of $35,190 and $48,681, respectively

    206,862     158,674  

Leasing costs, net

    86,676     41,933  

Deferred debt issuance costs, net

    23,541     18,607  

Goodwill

    50,346     50,346  

Other

    55,461     58,834  
           
 

Total other assets

  $ 422,886   $ 504,714  
           

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        The cost or amortized cost, fair value and gross unrealized gains and losses on marketable securities follows (in thousands):

 
   
   
  Gross Unrealized  
 
  Cost(1)   Fair Value   Gains   Losses  

December 31, 2009:

                         
 

Debt securities

  $ 160,830   $ 172,799   $ 11,969   $  
 

Equity securities

    3,685     3,521     236     (400 )
                   

Total investments

  $ 164,515   $ 176,320   $ 12,205   $ (400 )
                   

(1)
Represents original cost basis reduced by discount or premium accretion and other-than-temporary impairments recorded through earnings, if any.

        During the years ended December 31, 2010 and 2009, the Company sold marketable debt securities for $174.2 million and $157 million, respectively, which resulted in gains of approximately $13.4 million and $9.3 million. During the year ended December 31, 2010, the Company sold marketable equity securities for $4.8 million, which resulted in gains of approximately $1.1 million. Realized gains on marketable securities are included in other income, net in the consolidated statements of income.

(11) Debt

        The Company's revolving line of credit facility with a syndicate of banks provides for an aggregate borrowing capacity of $1.5 billion and matures on August 1, 2011. This revolving line of credit facility accrues interest at a rate per annum equal to LIBOR plus a margin ranging from 0.325% to 1.00%, depending upon the Company's debt ratings. The Company pays a facility fee on the entire revolving commitment ranging from 0.10% to 0.25%, depending upon its debt ratings. Based on the Company's debt ratings at December 31, 2010, the margin on the revolving line of credit facility was 0.55% and the facility fee was 0.15%. At December 31, 2010, the Company had no amounts drawn under this revolving line of credit facility. At December 31, 2010, $113 million of aggregate letters of credit were outstanding against the revolving line of credit facility, including a $103 million letter of credit as a result of the Ventas, Inc. ("Ventas") litigation. For further information regarding the Ventas litigation, see Note 12.

        The Company's revolving line of credit facility contains certain financial restrictions and other customary requirements, including cross-default provisions to other indebtedness. Among other things, these covenants, using terms defined in the agreement (i) limit the ratio of Consolidated Total Indebtedness to Consolidated Total Asset Value to 60%, (ii) limit the ratio of Unsecured Debt to Consolidated Unencumbered Asset Value to 65%, (iii) require a Fixed Charge Coverage ratio of 1.75 times, and (iv) require a formula-determined Minimum Consolidated Tangible Net Worth of $6.9 billion at December 31, 2010. At December 31, 2010, the Company was in compliance with each of these restrictions and requirements of the revolving line of credit facility.

        On May 8, 2009, the Company repaid the remaining $320 million outstanding balance under its bridge loan credit facility, which accrued interest at a rate per annum equal to LIBOR plus a margin ranging from 0.425% to 1.25%, with proceeds received from the issuance of shares of its common stock.

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        On March 10, 2010, the Company repaid the total outstanding indebtedness of $200 million under its term loan. The term loan had an original maturity of August 1, 2011. As a result of the early repayment of the term loan, the Company recognized a charge of $1.3 million related to unamortized issuance costs. At the time the term loan was paid off, it accrued interest at a rate per annum equal to LIBOR plus 2.00%.

        At December 31, 2010, the Company had senior unsecured notes outstanding with an aggregate principal balance of $3.3 billion. Interest rates on the notes ranged from 1.27% to 7.12%. The weighted average effective interest rate on the senior unsecured notes at December 31, 2010 was 6.19%. Discounts and premiums are amortized to interest expense over the term of the related senior unsecured notes. The senior unsecured notes contain certain covenants including limitations on debt, cross-acceleration provisions and other customary terms. As of December 31, 2010, the Company believes it was in compliance with these covenants.

        In September 2010, the Company repaid $200 million of maturing senior unsecured notes which accrued interest at an interest rate of 4.88%.

        The following is a summary of senior unsecured notes outstanding at December 31, 2010 (dollars in thousands):

Maturity
  Principal
Amount
  Weighted
Average
Interest
Rate
 

2011

  $ 292,265     4.85 %

2012

    250,000     6.67  

2013

    550,000     5.82  

2014

    87,000     4.90  

2015

    400,000     6.64  

2016

    400,000     6.42  

2017

    750,000     6.04  

2018

    600,000     6.83  
             

    3,329,265        

Discounts, net

    (10,886 )      
             

  $ 3,318,379        
             

        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 have a weighted average maturity of 10.3 years and a weighted average yield of 4.83%. The net proceeds of the offering were $2.37 billion. If the HCR ManorCare Acquisition is not completed by June 13, 2011 (under certain conditions permitted under the definitive agreement this date may be extended to September 13, 2011), the Company is required to redeem all of these senior unsecured notes at 101% of the principal amount 20 business days subsequent to the earlier of such date or the date that the definitive agreement is terminated.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        At December 31, 2010, the Company had $1.2 billion in aggregate principal amount of mortgage debt outstanding that is secured by 138 healthcare facilities, which had a carrying value of $2.0 billion. Interest rates on the mortgage debt range from 1.96% to 8.30% with a weighted average effective interest rate of 6.14% at December 31, 2010.

        On August 3, 2009, the Company obtained $425 million in secured debt financing in connection with the Company's purchase of a $720 million (par value) participation in the first mortgage debt of HCR ManorCare. On December 27, 2010, the Company repaid this debt in full. This debt had an original maturity date in January 2013.

        On August 27, 2009, the Company repaid $100 million of variable-rate mortgage debt. The mortgage debt had an original maturity date in January 2010.

        The following is a summary of mortgage debt outstanding by maturity date at December 31, 2010 (dollars in thousands):

Maturity
  Amount   Weighted
Average
Interest
Rate
 

2011

  $ 32,806     6.01 %

2012

    40,065     5.09  

2013

    237,700     6.00  

2014

    193,142     5.74  

2015

    375,897     6.24  

2016

    293,650     6.74  

2018

    5,320     5.90  

2019

    4,096     5.70  

Thereafter

    54,376     5.26  
             

    1,237,052        

Discounts, net

    (1,273 )      
             

  $ 1,235,779        
             

        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 and 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, 2010, the Company had $92.2 million of non-interest bearing life care bonds at two of its CCRCs and non-interest bearing occupancy fee deposits at another of its senior housing facility, all of which were payable to certain residents of the facilities (collectively, "Life Care Bonds"). At December 31, 2010, $35.9 million of the Life Care Bonds were refundable to the residents upon the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

resident moving out or to their estate upon death, and $56.3 million of the Life Care Bonds were refundable after the unit is successfully remarketed to a new resident.

        The following table summarizes the Company's stated debt maturities and scheduled principal repayments, excluding debt premiums and discounts, at December 31, 2010 (in thousands):

Year
  Senior
Unsecured
Notes
  Mortgage
and Other
Secured
Debt
  Total(1)  

2011

  $ 292,265   $ 57,571   $ 349,836  

2012

    250,000     64,103     314,103  

2013

    550,000     250,741     800,741  

2014

    87,000     177,809     264,809  

2015

    400,000     355,080     755,080  

Thereafter

    1,750,000     331,748     2,081,748  
               

    3,329,265     1,237,052     4,566,317  

Discounts, net

    (10,886 )   (1,273 )   (12,159 )
               

  $ 3,318,379   $ 1,235,779   $ 4,554,158  
               

(1)
Excludes $92 million of other debt that represents non-interest bearing Life Care Bonds and occupancy fee deposits at three 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 or results of operations. The Company's policy is to accrue legal expenses as they are incurred.

        On May 3, 2007, Ventas filed a complaint against the Company in the United States District Court for the Western District of Kentucky asserting claims of tortious interference with contract and tortious interference with prospective business advantage. The complaint alleged, among other things, that the Company interfered with Ventas' purchase agreement with Sunrise Senior Living Real Estate Investment Trust ("Sunrise REIT"); that the Company interfered with Ventas' prospective business advantage in connection with the Sunrise REIT transaction; and that the Company's actions caused Ventas to suffer damages. As part of the same litigation, the Company filed counterclaims against Ventas as successor to Sunrise REIT. On March 25, 2009, the District Court issued an order dismissing the Company's counterclaims. On April 8, 2009, the Company filed a motion for leave to file amended counterclaims. On May 26, 2009, the District Court denied the Company's motion.

        Ventas sought approximately $300 million in compensatory damages plus punitive damages. On July 16, 2009, the District Court dismissed Ventas' claim that HCP interfered with Ventas' purchase agreement with Sunrise REIT, dismissed claims for compensatory damages based on alleged financing and other costs, and allowed Ventas' claim of interference with prospective advantage to proceed to

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


trial. Ventas' claim was tried before a jury between August 18, 2009 and September 4, 2009. During the trial, the District Court dismissed Ventas' claim for punitive damages. On September 4, 2009, the jury returned a verdict in favor of Ventas in the amount of approximately $102 million in compensatory damages. The District Court entered a judgment against the Company in that amount on September 8, 2009, which the Company recognized as a provision for litigation expense during the three months ended September 30, 2009.

        On September 22, 2009, the Company filed a motion for judgment as a matter of law or for a new trial. Also on September 22, 2009, Ventas filed a motion seeking approximately $20 million in prejudgment interest and approximately $4 million in additional damages to account for changes in currency exchange rates. The District Court denied both parties' post-trial motions on November 17, 2009. The Company filed a notice of appeal in the United States Court of Appeals for the Sixth Circuit on November 17, 2009; Ventas filed a notice of appeal on November 25, 2009. The Company is seeking to have the judgment against it reversed. In the cross-appeal, Ventas is seeking reversal of the district court's exclusion of Ventas' claim for punitive damages, additional damages due to currency and stock-price fluctuations, and pre-judgment interest. The appeal and cross-appeal have now been fully briefed, and oral argument before the Court of Appeals is scheduled for March 10, 2011.

        On June 29, 2009, several of the Company's subsidiaries, together with three of its tenants, filed complaints in the Delaware Court of Chancery against Sunrise Senior Living, Inc. and three of its subsidiaries ("Sunrise"). A complaint was also filed on behalf of several others of the Company's subsidiaries and one tenant on July 24, 2009 in the United States District Court for the Eastern District of Virginia.

        On August 31, 2010, the Company entered into agreements with Sunrise that allowed the Company to terminate management contracts on 27 of the 75 senior housing communities owned by the Company and managed by Sunrise. In exchange, the Company agreed to pay Sunrise a total of $50 million, which after a partial offset for certain working capital acquired in conjunction with this transaction reduced the Company's net investment to acquire these termination rights to $41 million. The Company capitalized the $41 million as a deferred leasing cost, included in other assets, which will be amortized over the initial term of the new leases with Emeritus Corporation ("Emeritus"). As part of this arrangement, the Company and Sunrise agreed to dismiss all litigation proceedings between them. Additionally, Sunrise agreed to limit certain fees and charges associated with the remaining in-place management contracts. On October 18, 2010, Emeritus entered into agreements with the Company to lease the 27 properties under two 15-year triple-net master leases that each includes two ten-year extension options. On November 1, 2010, the lease term commenced and the operations were transitioned to Emeritus.

        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. Management believes the current portfolio is reasonably diversified across healthcare related real estate and does not contain any other significant concentration of credit risks, except as disclosed herein. The Company does not have significant foreign operations.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        At December 31, 2010 and 2009, the Company had investments in mezzanine and secured loans to HCR ManorCare with an aggregate par value of $1.72 billion at each period end and a carrying value of $1.59 billion and $1.54 billion, respectively. At December 31, 2010 and 2009, the carrying value of these investments represented approximately 75% and 85%, respectively, of the Company's post-acute/skilled nursing segment assets and 12% and 13%, respectively, of total assets. For the years ended December 31, 2010, 2009 and 2008, the Company recognized $113 million, $81 million and $84 million, respectively, in interest income from these investments, which represents approximately 71%, 68% and 70%, respectively, of the Company's post-acute/skilled nursing segment revenues and 9%, 7% and 7%, respectively, of total revenues. See Note 5 for discussions on the HCR ManorCare Acquisition.

        At December 31, 2010, Sunrise operated 48 of the Company's senior housing facilities. Sunrise is a publicly traded company and is subject to the informational filing requirements of the Securities Exchange Act of 1934, as amended, and is required to file periodic reports on Form 10-K and Form 10-Q with the SEC. Among other things, Sunrise has disclosed that as of September 30, 2010, it has no borrowing availability under its bank credit facility, has significant scheduled debt maturities in 2011 and significant long-term debt that is in default. At December 31, 2010 and 2009, the aggregate carrying value of the Company's gross assets leased to Sunrise represented approximately 30% and 40%, respectively, of the Company's senior housing segment assets and 10% and 14%, respectively, of its total assets. For the years ended December 31, 2010, 2009 and 2008, the Company recognized $144 million, $129 million and $154 million, respectively, in revenues from facilities operated by Sunrise, which represented approximately 37%, 38% and 44%, respectively, of the Company's senior housing segment revenues and 11%, 11% and 13%, respectively, of its total revenues. The year ended December 31, 2010 includes increases of $29.4 million and $25.9 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.

        On October 1, 2009, the Company completed the transition of management agreements on 15 communities operated by Sunrise that were previously terminated for Sunrise's failure to achieve certain performance thresholds. The transition of these facilities to new operators reduced the Company's Sunrise-managed facilities in its portfolio to 75 communities. The termination of the management agreements did not require the payment of a termination fee to Sunrise by its tenants or the Company. On June 30, 2009, the Company recognized impairments of $6 million related to intangible assets associated with 12 of the 15 communities.

        To mitigate credit risk of certain senior housing leases, leases are 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, 2010 and 2009, the Company's gross real estate assets in the state of California, excluding assets held for sale, represented approximately 26% and 33% of the Company's total assets, respectively.

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        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 Internal Revenue Code of 1986, as amended ("make-whole payments"). These make-whole payments include a tax gross-up provision.

        Certain of the Company's senior housing facilities serve as collateral for $128 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 $364 million as of December 31, 2010.

        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. Should a significant uninsured loss occur at a property, the Company's assets may become impaired.

        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
  Number
of
Properties
 

2011

  $ 16,923     10  

2012

    1,064     2  

2013

    28,289     13  

2014

    35,766     15  

2015

    12,694     12  

Thereafter

    120,307     74  
           

  $ 215,043     126  
           

        The Company's rental expense attributable to continuing operations for the years ended December 31, 2010, 2009 and 2008 was approximately $5.9 million, $6.0 million and $6.0 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 expire during the next 93 years, excluding extension options. Future minimum lease obligations under non-cancelable ground and other operating leases as of December 31, 2010 were as follows (in thousands):

Year
  Amount  

2011

  $ 5,076  

2012

    5,185  

2013

    5,272  

2014

    4,655  

2015

    4,377  

Thereafter

    173,624  
       

  $ 198,189  
       

(13) Equity

        The following summarizes cumulative redeemable preferred stock outstanding at December 31, 2010:

Series
  Shares
Outstanding
  Issue Price   Dividend
Rate
  Callable at
Par on or After
 

Series E

    4,000,000   $ 25/share     7.25 %   September 15, 2008  

Series F

    7,820,000   $ 25/share     7.10 %   December 3, 2008  

        The Series E and Series F preferred stock have no stated maturity, are not subject to any sinking fund or mandatory redemption and are not convertible into any other securities of the Company. Holders of each series of preferred stock generally have no voting rights, except under limited conditions, and all holders are entitled to receive cumulative preferential dividends based upon each

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


series' respective liquidation preference. To preserve the Company's status as a REIT, each series of preferred stock is subject to certain restrictions on ownership and transfer. Dividends are payable quarterly in arrears on the last day of March, June, September and December. The Series E and Series F preferred stock are currently redeemable at the Company's option.

        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,  
 
  2010   2009   2008   2010   2009   2008  
 
  (unaudited)
 

Ordinary dividends

  $ 1.6695   $ 1.2572   $ 0.8144   $ 1.6350   $ 1.2312   $ 0.7975  

Capital gain dividends

    0.1430     0.5553     0.9981     0.1400     0.5438     0.9775  
                           

  $ 1.8125   $ 1.8125   $ 1.8125   $ 1.7750   $ 1.7750   $ 1.7750  
                           

        On January 27, 2011, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.45313 per share on its Series E cumulative redeemable preferred stock and $0.44375 per share on its Series F cumulative redeemable preferred stock. These dividends will be paid on March 31, 2011 to stockholders of record as of the close of business on March 15, 2011.

        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,  
 
  2010   2009   2008  
 
  (unaudited)
 

Ordinary dividends

  $ 1.0935   $ 1.2763   $ 0.8178  

Capital gain dividends

    0.0937     0.5637     1.0022  

Nondividend distributions

    0.6728          
               

  $ 1.8600   $ 1.8400   $ 1.8200  
               

        On January 27, 2011, the Company announced that its Board declared a quarterly cash dividend of $0.48 per share. The common stock cash dividend will be paid on February 23, 2011 to stockholders of record as of the close of business on February 10, 2011.

        On May 8, 2009, the Company completed a $440 million public offering of 20.7 million shares of common stock at a price per share of $21.25. The Company received net proceeds of $422 million, which were used to repay all amounts of indebtedness outstanding under the bridge loan credit facility with the remainder used for general corporate purposes.

        On August 10, 2009, the Company completed a $441 million public offering of 17.8 million shares of its common stock at a price of $24.75 per share. The Company received net proceeds of

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


$423 million, which were used to repay the total outstanding indebtedness under the Company's revolving line of credit facility, including borrowings for the acquired participation in the first mortgage debt of HCR ManorCare, with the remainder used for general corporate purposes.

        In June 2010, the Company initiated a public offering, which resulted in the sale of 15.5 million shares of common stock at a price of $33.00 per share for gross proceeds of $512 million. This offering included: (i) the June 2010 public offering of 13.5 million shares for $445.5 million; and (ii) the July 2010 sale of 2.025 million shares, for $66.8 million, as a result of the underwriters exercising the over-allotment option from the June 2010 public offering. The Company received total net proceeds of $492 million from these sales, which were used to repay the outstanding indebtedness under its revolving line of credit facility, fund acquisitions and capital expenditures, repay mortgage debt and for other general corporate purposes.

        On November 8, 2010, the Company completed a $486 million public offering of 13.8 million shares of its common stock at a price of $35.25 per share. The Company received net proceeds of $467 million, which were used to repay the total outstanding indebtedness under the Company's revolving line of credit facility, with the remainder used for general corporate purposes.

        On December 20, 2010, the Company completed a $1.472 billion public offering of 46 million shares of common stock at a price of $32.00 per share. The Company received total net proceeds of $1.413 billion, which it anticipates will be used, together with proceeds from its January 2011 senior unsecured notes offering and the reinvestment of proceeds from the repayment of the Company's existing HCR ManorCare debt investments, to finance the Company's HCR ManorCare Acquisition.

        The following is a summary of the Company's other common stock issuances:

 
  Year Ended
December 31,
 
 
  2010   2009  
 
  (shares
in thousands)

 

Dividend Reinvestment and Stock Purchase Plan ("DRIP")

    1,338     133  

Conversion of DownREIT units

    167     556  

Exercise of stock options

    253     393  

Restricted stock awards(1)

    224     305  

Vesting of restricted stock units(1)

    276     194  

(1)
Issued under the Company's 2006 Performance Incentive Plan.

 
  December 31,  
 
  2010   2009  
 
  (in thousands)
 

AOCI—unrealized gains on available-for-sale securities, net

  $   $ 11,805  

AOCI—unrealized losses on cash flow hedges, net

    (10,312 )   (10,769 )

Supplemental Executive Retirement Plan minimum liability

    (2,299 )   (2,342 )

Cumulative foreign currency translation adjustment

    (626 )   (828 )
           
 

Total accumulated other comprehensive loss

  $ (13,237 ) $ (2,134 )
           

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        On March 30, 2009, the Company purchased the noncontrolling interests in three senior housing joint ventures for $9 million that had an aggregate carrying value of $4 million. The payment in excess of the carrying value of the noncontrolling interests was charged to additional paid-in capital.

        At December 31, 2010, there were 4.2 million non-managing member units outstanding in five limited liability companies, all of which the Company is the managing member. At December 31, 2010, the carrying and market value of the 4.2 million DownREIT units were $173.7 million and $219.8 million, respectively.

(14) Segment Disclosures

        The Company evaluates its business and makes resource allocations based on its five business segments: (i) senior housing, (ii) life science, (iii) medical office, (iv) post-acute/skilled nursing and (v) hospital. Under the senior housing, life science, hospital and post-acute/skilled nursing segments, the Company invests primarily in single operator or tenant properties, through the acquisition and development of real estate or through investment in debt issued by operators in these sectors. Under the medical office segment, the Company invests through the acquisition of MOBs that are primarily leased under gross or modified gross leases, which are generally to multiple tenants and 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 sales or transfers during the years ended December 31, 2010 and 2009. The Company evaluates performance based upon property net operating income from continuing operations ("NOI"), and interest income of the combined investments in each segment.

        Non-segment assets consist primarily of real estate held for sale and corporate assets including cash, restricted cash, accounts receivable, net and deferred financing costs. 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, 2010:

Segments
  Rental and
Related
Revenues
  Tenant
Recoveries
  Income
From
DFLs
  Interest
Income
  Investment
Management
Fees
  Total
Revenues
  NOI(1)  

Senior housing

  $ 333,508   $   $ 49,438   $ 364   $ 2,300   $ 385,610   $ 354,075  

Life science

    237,160     39,602             4     276,766     228,270  

Medical office

    262,854     47,010             2,362     312,226     181,981  

Post-acute/skilled nursing

    37,242             121,703         158,945     37,042  

Hospital

    81,091     2,400         38,096         121,587     78,661  
                               
 

Total

  $ 951,855   $ 89,012   $ 49,438   $ 160,163   $ 4,666   $ 1,255,134   $ 880,029  
                               

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        For the year ended December 31, 2009:

Segments
  Rental and
Related
Revenues
  Tenant
Recoveries
  Income
From
DFLs
  Interest
Income
  Investment
Management
Fees
  Total
Revenues
  NOI(1)  

Senior housing

  $ 288,163   $   $ 51,495   $ 1,147   $ 2,789   $ 343,594   $ 335,723  

Life science

    214,134     40,845             4     254,983     207,694  

Medical office

    260,238     46,623             2,519     309,380     176,385  

Post-acute/skilled nursing

    36,585             82,704         119,289     36,450  

Hospital

    79,372     1,989         40,295         121,656     77,488  
                               
 

Total

  $ 878,492   $ 89,457   $ 51,495   $ 124,146   $ 5,312   $ 1,148,902   $ 833,740  
                               

        For the year ended December 31, 2008

Segments
  Rental and
Related
Revenues
  Tenant
Recoveries
  Income
From
DFLs
  Interest
Income
  Investment
Management
Fees
  Total
Revenues
  NOI(1)  

Senior housing

  $ 285,988   $   $ 58,149   $ 1,183   $ 3,273   $ 348,593   $ 332,821  

Life science

    208,415     33,932             5     242,352     198,782  

Medical office

    259,164     46,837             2,645     308,646     171,201  

Post-acute/skilled nursing

    34,567             85,858         120,425     34,567  

Hospital

    79,233     1,919         43,828         124,980     77,888  
                               
 

Total

  $ 867,367   $ 82,688   $ 58,149   $ 130,869   $ 5,923   $ 1,144,996   $ 815,259  
                               

(1)
NOI is a non-GAAP supplemental financial measure used to evaluate the operating performance of real estate. The Company defines NOI as rental revenues, including tenant recoveries and income from direct financing leases, less property level operating expenses. NOI excludes interest income, investment management fee income, depreciation and amortization, interest expense, general and administrative expenses, litigation provision, impairments, impairment recoveries, other income, net, income taxes, equity income from unconsolidated joint ventures and discontinued operations. The Company believes NOI provides investors relevant and useful information because it measures the operating performance of the Company's real estate at the property level on an unleveraged basis. The Company uses NOI to make decisions about resource allocations and assess 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.

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        The following is a reconciliation from NOI to reported net income, the most direct comparable financial measure calculated and presented in accordance with GAAP (in thousands):

 
  Years ended December 31,  
 
  2010   2009   2008  

Net operating income from continuing operations

  $ 880,029   $ 833,740   $ 815,259  

Interest income

    160,163     124,146     130,869  

Investment management fee income

    4,666     5,312     5,923  

Depreciation and amortization

    (311,952 )   (316,722 )   (312,009 )

Interest expense

    (288,650 )   (298,869 )   (348,343 )

General and administrative

    (83,048 )   (78,471 )   (73,691 )

Litigation provision

        (101,973 )    

(Impairments) recoveries

    11,900     (75,389 )   (18,276 )

Other income, net

    15,819     7,768     25,672  

Income taxes

    (412 )   (1,910 )   (4,224 )

Equity income from unconsolidated joint ventures

    4,770     3,511     3,326  

Impairments of investment in unconsolidated joint venture

    (71,693 )        

Total discontinued operations

    22,803     45,008     246,477  
               

Net income

  $ 344,395   $ 146,151   $ 470,983  
               

        The Company's total assets by segment were:

 
  December 31,  
Segments
  2010   2009  

Senior housing

  $ 4,364,026   $ 4,322,298  

Life science

    3,709,528     3,593,550  

Medical office

    2,305,175     2,246,894  

Post-acute/skilled nursing

    2,133,640     1,791,294  

Hospital

    770,038     947,119  
           
 

Gross segment assets

    13,282,407     12,901,155  

Accumulated depreciation and amortization

    (1,434,150 )   (1,208,432 )
           
 

Net segment assets

    11,848,257     11,692,723  

Real estate held for sale, net

        34,659  

Other non-segment assets

    1,483,666     482,353  
           
 

Total assets

  $ 13,331,923   $ 12,209,735  
           

        On October 5, 2006, simultaneous with the closing of the Company's merger with CRP, the Company also merged with CNL Retirement Corp. ("CRC"). CRP was a REIT that invested primarily in senior housing facilities and MOBs. Under the purchase method of accounting, the assets and liabilities of CRC were recorded at their relative fair values, with $51.7 million paid in excess of the fair value of CRC's assets and liabilities recorded as goodwill. The CRC goodwill amount was allocated in proportion to the assets of the Company's reporting units (property sectors) subsequent to the CRP acquisition.

        Due to a significant decrease in the Company's market capitalization during the first quarter of 2009, it performed an interim assessment of the Company's allocated goodwill balances. In connection

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with this review, the Company recognized an impairment charge of $1.4 million, included in other income, net, for the goodwill allocated to the life science segment. At December 31, 2010, goodwill of $50.4 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, 2010; 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, 2010, are as follows (in thousands):

Year
  Amount  

2011

  $ 958,097  

2012

    930,788  

2013

    899,427  

2014

    835,643  

2015

    789,405  

Thereafter

    4,601,000  
       

  $ 9,014,360  
       

(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 2006 Incentive Plan is 9.3 million shares at December 31, 2010, of which approximately 6.2 million shares may be issued as restricted stock and performance restricted stock units.

        Stock options are generally granted with an exercise price equal to the fair market value of the underlying stock on the grant date. Stock options generally vest ratably over a five-year period and have a 10-year contractual term. Vesting of certain options may accelerate, as defined in the grant, upon retirement, a change in control, or other specified events.

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        A summary of the option activity 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 December 31, 2009

    6,686   $ 27.49     7.2   $ 26,611  

Granted

    985     28.35              

Exercised

    (253 )   24.90              

Forfeited

    (99 )   26.27              
                         

Outstanding as of December 31, 2010

    7,319   $ 27.71     6.6   $ 67,740  
                         

Exercisable as of December 31, 2010

    3,430   $ 28.12     5.1   $ 30,562  
                         

        The following table summarizes additional information concerning outstanding and exercisable stock options at December 31, 2010 (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
 

$17.93 - $23.34

    2,121   $ 23.26     8.0     390   $ 22.93  

  23.50 -  28.35

    3,317     27.11     5.6     2,188     26.56  

  31.95 -  39.72

    1,881     33.80     6.8     852     34.49  
                             

    7,319     27.71     6.6     3,430     28.12  
                             

        The following table summarizes additional information concerning unvested stock options at December 31, 2010 (shares in thousands):

 
  Shares
Under
Options
  Weighted
Average
Grant Date Fair
Value
 

Unvested at December 31, 2009

    4,139   $ 2.59  

Granted

    985     5.17  

Vested

    (1,136 )   2.58  

Forfeited

    (99 )   2.91  
             

Unvested at December 31, 2010

    3,889     3.24  
             

        The weighted average fair value per share at the date of grant for options awarded during the years ended December 31, 2010, 2009 and 2008 was $5.17, $2.23 and $2.91, respectively. The total vesting date intrinsic values of shares under options vested during the years ended December 31, 2010, 2009 and 2008 was $10.7 million, $1.8 million and $3.5 million, respectively. The total intrinsic value of vested shares under options at December 31, 2010 was $30.6 million.

        Proceeds received from options exercised under the 2006 Incentive Plan for the years ended December 31, 2010, 2009 and 2008 were $6.3 million, $7.4 million and $12.2 million, respectively. The

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total intrinsic value of options exercised during the years ended December 31, 2010, 2009 and 2008 was $2.3 million, $4.9 million and $5.8 million, respectively.

        The fair value of the stock options granted during the years ended December 31, 2010, 2009 and 2008 was estimated on the date of grant using a Black-Scholes option valuation model that uses the assumptions noted in the table 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 2010, the expected volatility was based 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, and 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 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:

 
  2010   2009   2008  

Risk-free rate

    2.77 %   2.27 %   3.15 %

Expected life (in years)

    6.3     6.5     7.0  

Expected volatility

    35.0 %   26.0 %   20.0 %

Expected dividend yield

    6.2 %   7.3 %   6.0 %

        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 and units may accelerate, as defined in the grant, upon retirement, a change in control and other 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 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. The 2006 Incentive Plan enables the participant 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 price of the Company's common stock on the date the relevant transaction occurs. During 2010, 2009 and 2008, the Company withheld 154,000, 110,000 and 99,000 shares, respectively, to offset tax withholding obligations.

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        The following table summarizes additional information concerning restricted stock and restricted stock units at December 31, 2010 (units and shares in thousands):

 
  Restricted
Stock
Units
  Weighted
Average
Grant Date
Fair Value
  Restricted
Shares
  Weighted
Average
Grant Date
Fair Value
 

Unvested at December 31, 2009

    983   $ 26.52     509   $ 27.38  

Granted

    319     28.89     224     29.67  

Vested

    (276 )   31.94     (144 )   27.72  

Forfeited

            (53 )   27.77  
                       

Unvested at December 31, 2010

    1,026     29.71     536     28.08  
                       

        At December 31, 2010, the weighted average remaining vesting period of restricted stock units and restricted stock was three years. The total fair values of restricted stock and restricted stock units which vested for the years ended December 31, 2010, 2009 and 2008 were $12.5 million, $7.6 million and $9.5 million, respectively.

        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 ten years beginning in 2012. 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, 2010, the total number of restricted stock units under this arrangement was approximately 287,000.

        Total share-based compensation expense recognized during the years ended December 31, 2010, 2009 and 2008 was $15.1 million, $14.6 million and $13.8 million, respectively. As of December 31, 2010, there was $36.9 million of total unrecognized compensation cost, 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 3 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 2010, 2009 and 2008, the Company's matching contributions were approximately $0.9 million, $0.7 million and $0.7 million, respectively.

(17) Impairments

        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

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to be a Level III 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.

        During the year ended December 31, 2009, the Company recognized impairments of $75.5 million (including $0.1 million in discontinued operations) as follows: (i) $63.1 million in the senior housing segment related to three DFLs and a participation in a senior construction loan associated with properties operated by Erickson resulting from the conclusion of their bankruptcy auction and amended reorganization plan, (ii) $5.9 million related to intangible assets on 12 of 15 senior housing communities that were determined to be impaired due to the termination of the Sunrise management agreements effective October 1, 2009 in the senior housing segment, (iii) $4.3 million related to a senior secured term loan to an affiliate of Cirrus as a result of discussions to restructure its loan in the hospital segment and (iv) $2.2 million related to intangible assets associated with the early termination of a lease in the life science segment.

        During the year ended December 31, 2008, the Company recognized impairments of $27.5 million as follows: (i) $12.0 million related to intangible assets associated with the transfer of an 11-property senior housing portfolio, (ii) $3.7 million related to intangible assets associated with the early termination of three leases in the life science segment, (iii) $1.0 million related to intangible assets associated with the early termination of two leases in the hospital segment, (iv) $1.6 million related to two senior housing facilities as a result of a decrease in expected cash flows, and (v) $9.2 million, included in discontinued operations, related to the decrease in expected cash flows and anticipated disposition of two senior housing properties and one hospital.

(18) Income Taxes

        During the years ended December 31, 2010, 2009 and 2008, the Company's total income tax expense was $0.4 million, $2.1 million, and $3.8 million, respectively. During the years ended December 31, 2010, 2009 and 2008, the Company's income tax expense from continuing operations was $0.4 million, $1.9 million and $4.2 million, respectively. The Company's deferred income tax expense and its ending balance in deferred tax assets and liabilities were insignificant for the years ended December 31, 2010, 2009 and 2008.

        At December 31, 2010 and 2009, the tax basis of the Company's net assets is less than the reported amounts by $2.0 billion and $2.1 billion, respectively. The difference between the reported amounts and the tax basis is primarily related to the Company's acquisition of Slough Estates USA, Inc. ("SEUSA").

        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 2007.

        On August 1, 2007, HCP Life Science REIT, a wholly-owned subsidiary, acquired the stock of SEUSA, causing SEUSA to become a qualified REIT subsidiary. As a result of the acquisition, HCP Life Science REIT succeeded to SEUSA's tax attributes, including SEUSA's tax basis in its net assets. Prior to the acquisition, SEUSA was a corporation subject to federal and state income taxes. HCP Life Science REIT will be subject to a corporate-level tax on any taxable disposition of SEUSA's pre-acquisition assets that occur within ten years after the August 1, 2007 acquisition. The

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corporate-level tax would be assessed only to the extent of the built-in gain that existed on the date of acquisition, based on the fair market value of the assets on August 1, 2007. The Company does not expect to dispose of any assets included in the SEUSA acquisition, if such a disposition 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 the acquisition will not be subject to this corporate-level tax. However, the Company may dispose of SEUSA assets before the 10-year period if it is able to effect a tax deferred exchange. At December 31, 2010 and 2009, the tax basis of the Company's net assets included in the SEUSA acquisition is less than the reported amounts by $1.69 billion and $1.71 billion, respectively.

        In connection with the SEUSA acquisition, the Company assumed SEUSA's unrecognized tax benefits of $8 million. During 2008, the Company recognized other increases to unrecognized tax benefits of $0.9 million. After receiving approval from the taxing authorities in 2009 to change this tax position, the Company decreased unrecognized tax benefits by $0.9 million. During 2010, the Company decreased unrecognized tax benefits by $1.1 million to reflect the settlement of federal tax audits for the years 2004, 2005 and 2006.

        A reconciliation of the Company's beginning and ending unrecognized tax benefits follows (in thousands):

 
  Amount  

Balance at January 1, 2008

  $ 7,975  

Additions based on prior years' tax positions

    587  

Additions based on 2008 tax positions

    294  
       

Balance at January 1, 2009

    8,856  

Reductions based on prior years' tax positions

    (881 )

Additions based on 2009 tax positions

     
       

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  
       

        The Company anticipates that the balance in unrecognized tax benefits will be eliminated in 2011 as a result of both the settlement of state tax audits and the lapse of the applicable statue of limitations period. During the years ended December 31, 2010, 2009 and 2008, the Company recorded interest expense associated with the unrecognized tax benefits of $0.3 million, $0.4 million and $0.7 million, respectively.

        The Company has an agreement with the seller of SEUSA where any increases in taxes and associated interest and penalties related to years prior to the SEUSA acquisition will be the responsibility of the seller. Similarly, any pre-acquisition tax refunds and associated interest income will be refunded to the seller.

        There would be no effect on the Company's tax rate if the unrecognized tax benefits were to be recognized

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(19) Earnings Per Common Share

        The following table illustrates the computation of basic and diluted earnings per share (dollars in thousands, except per share and share amounts):

 
  Year Ended December 31,  
 
  2010   2009   2008  

Numerator

                   

Income from continuing operations

  $ 321,592   $ 101,143   $ 224,506  

Noncontrolling interests' share in continuing operations

    (13,686 )   (14,461 )   (21,903 )
               

Income from continuing operations applicable to HCP, Inc. 

    307,906     86,682     202,603  

Preferred stock dividends

    (21,130 )   (21,130 )   (21,130 )

Participating securities' share in continuing operations

    (2,081 )   (1,491 )   (1,997 )
               

Income from continuing operations applicable to common shares

    284,695     64,061     179,476  

Discontinued operations

    22,803     45,008     246,477  

Noncontrolling interests' share in discontinued operations

            (585 )
               
 

Net income applicable to common shares

  $ 307,498   $ 109,069   $ 425,368  
               

Denominator

                   

Basic weighted average common shares

    305,574     274,216     237,301  

Dilutive stock options and restricted stock

    1,326     415     671  
               
 

Diluted weighted average common shares

    306,900     274,631     237,972  
               

Basic earnings per common share

                   

Income from continuing operations

  $ 0.93   $ 0.23   $ 0.76  

Discontinued operations

    0.08     0.17     1.03  
               
 

Net income applicable to common stockholders

  $ 1.01   $ 0.40   $ 1.79  
               

Diluted earnings per common share

                   

Income from continuing operations

  $ 0.93   $ 0.23   $ 0.76  

Discontinued operations

    0.07     0.17     1.03  
               
 

Net income applicable to common shares

  $ 1.00   $ 0.40   $ 1.79  
               

        Restricted stock and certain of the Company's performance restricted stock units are considered participating securities which require the use of the two-class method when computing basic and diluted earnings per share. For the years ended December 31, 2010, 2009 and 2008, earnings representing nonforfeitable dividends of $2.1 million, $1.5 million and $2.0 million, respectively, were allocated to the participating securities.

        Options to purchase approximately 1.9 million, 4.6 million and 3.0 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, 2010, 2009 and 2008, respectively, were not included because they are anti-dilutive. Additionally, 6.0 million shares issuable upon conversion of 4.2 million DownREIT units during the year ended December 31, 2010; 5.9 million shares issuable upon conversion of 4.3 million DownREIT units during the year ended December 31, 2009; and 6.4 million shares issuable upon

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conversion of 4.8 million non-managing member units during the year ended December 31, 2008 were not included since they are anti-dilutive.

(20) Supplemental Cash Flow Information

 
  Year Ended December 31,  
 
  2010   2009   2008  
 
  (in thousands)
 

Supplemental cash flow information:

                   

Interest paid, net of capitalized interest

  $ 282,750   $ 291,936   $ 344,434  

Taxes paid

    1,765     2,280     4,551  

Capitalized interest

    21,664     25,917     27,490  

Supplemental schedule of non-cash investing activities:

                   

Loan received upon real estate disposition

    21,519     1,001     3,200  

Accrued construction costs

    3,558     3,253     7,123  

Supplemental schedule of non-cash financing activities:

                   

Secured debt obtained in purchase of participation in secured loan receivable

        425,042      

Restricted stock issued

    224     305     157  

Vesting of restricted stock units

    276     194     142  

Cancellation of restricted stock

    52     53     114  

Conversion of non-managing member units into common stock

    6,135     23,045     111,467  

Non-managing member units issued in connection with acquisitions

    9,267          

Mortgages assumed with real estate acquisitions

    30,299         4,892  

Unrealized gains (losses), net on available for sale securities and derivatives designated as cash flow hedges

    (59 )   82,995     (89,751 )

        See discussions of the HCR ManorCare transaction in Notes 5 and 6.

(21) Variable Interest Entities

        At December 31, 2010, the Company leased 48 properties to a total of seven tenants ("VIE tenants") where each tenant has been identified as a VIE. In addition, the Company has investments in certain loans where each borrower has been identified as a VIE.

        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 as the Company determined that it did not have the ability to control their 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. The Company consolidated these 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).

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        At December 31, 2010, the Company leased 48 properties to a total of seven VIE tenants and had additional investments in loans to VIE borrowers. 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, 2010 (in thousands):

VIE Type
  Maximum Loss
Exposure(1)
  Asset/Liability Type   Carrying
Amount
 

VIE tenants—operating leases

  $ 384,626   Lease intangibles, net and straight-line rent receivables   $ 14,627  

VIE tenants—DFLs

    1,198,995   Net investment in DFLs     583,566  

Loans—senior secured

    93,104   Loans receivable, net     93,104  

Loans—mezzanine

    956,075   Loans receivable, net     956,075  

(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 that may be mitigated by re-leasing the properties to new tenants. The Company's maximum loss exposure related to loans with VIEs represents their current aggregate carrying value including accrued interest.

        As of December 31, 2010 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 short falls).

        The Company holds an interest-only, senior secured term loan made to a borrower that has been identified as a VIE. 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) and is supported in part by limited guarantees made by certain principals of Cirrus. 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.

        On December 21, 2007, the Company made an investment of approximately $900 million in mezzanine loans where each borrower was identified as a VIE. The Company has determined that it is not the primary beneficiary of these VIEs. The Company has no formal involvement in the VIEs beyond its investment. The Company does not consolidate the VIEs because it does not have the ability to control the activities that most significantly impact the VIE's economic performance. At December 31, 2010, these interest-only loans are secured by an indirect pledge of equity ownership in 334 HCR ManorCare facilities located in 30 states and were subordinate to other debt of approximately $3.6 billion. See Note 5 for discussions on the HCR ManorCare Acquisition.

        See Notes 6, 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 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, 2010, 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 instrument assets and liabilities carried at fair value on a recurring basis at December 31, 2010 are as follows (in thousands):

Financial Instrument
  Fair Value   Level 2   Level 3  

Interest-rate swap assets(1)

  $ 3,865   $ 3,865   $  

Interest-rate swap liabilities(1)

    (7,920 )   (7,920 )    

Warrants(1)

    1,500         1,500  
               

  $ (2,555 ) $ (4,055 ) $ 1,500  
               

(1)
Interest rate swap and common stock warrant values are determined based on observable and unobservable market assumptions, using standardized derivative pricing models.

(23) Disclosures About Fair Value of Financial Instruments

        The carrying values of cash and cash equivalents, restricted cash, receivables, payables, and accrued liabilities are reasonable estimates of fair value because of the short-term maturities of these instruments. Fair values for loans receivable, bank line of credit, bridge loan, credit facilities, mortgage and other secured debt, and other debt are estimates based on rates currently prevailing for similar instruments with similar maturities. The fair values of the interest-rate swaps and warrants were determined based on observable and unobservable market assumptions using standardized derivative pricing models. The fair values of the senior unsecured notes and marketable equity and debt securities were determined based on market quotes.

        The table below summarizes the carrying amounts and fair values of the Company's financial instruments:

 
  December 31,  
 
  2010   2009  
 
  Carrying
Amount
  Fair Value   Carrying
Amount
  Fair Value  
 
  (in thousands)
 

Loans receivable, net

  $ 2,002,866   $ 2,026,389   $ 1,672,938   $ 1,728,599  

Marketable debt securities

            172,799     172,799  

Marketable equity securities

            3,521     3,521  

Warrants

    1,500     1,500     1,732     1,732  

Term loan

            200,000     200,000  

Senior unsecured notes

    3,318,379     3,536,413     3,521,325     3,548,926  

Mortgage and other secured debt

    1,235,779     1,258,185     1,834,935     1,789,992  

Other debt

    92,187     92,187     99,883     99,883  

Interest-rate swap assets

    3,865     3,865     3,523     3,523  

Interest-rate swap liabilities

    7,920     7,920     3,438     3,438  

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(24) Derivative Financial Instruments

        The following table summarizes the Company's outstanding interest-rate swap contracts as of December 31, 2010 (dollars in thousands):

Date Entered
  Maturity Date   Hedge
Designation
  Fixed
Rate
  Floating Rate Index   Notional
Amount
  Fair Value(1)  

July 2005(2)

  July 2020   Cash Flow     3.82 % BMA Swap Index   $ 45,600   $ (4,184 )

November 2008(6)

  October 2016   Cash Flow     5.95 % 1 Month LIBOR+1.50%     28,200     (3,191 )

June 2009(3)

  September 2011   Fair Value     5.95 % 1 Month LIBOR+4.21%     250,000     2,291  

July 2009(4)

  July 2013   Cash Flow     6.13 % 1 Month LIBOR+3.65%     14,200     (545 )

August 2009(5)

  February 2011   Cash Flow     0.87 % 1 Month LIBOR     250,000     165  

August 2009(5)

  August 2011   Cash Flow     1.24 % 1 Month LIBOR     250,000     1,409  

(1)
Interest-rate swap assets are recorded in other assets, net and interest-rate 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 the hedged cash flows.

(3)
Hedges the changes in fair value of the Company's outstanding senior unsecured fixed-rate notes (approximately 86% of the notes maturing in September 2011) due to fluctuations in the underlying benchmark interest rate.

(4)
Hedges fluctuations in interest payments on variable-rate secured debt due to fluctuations in the underlying benchmark interest rate.

(5)
Hedges fluctuations in interest receipts on a participation interest in a floating-rate secured mortgage note due to fluctuations in the underlying benchmark interest rate.

(6)
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 overall changes in the hedged cash flows.

        The Company uses derivative instruments to mitigate the effects of interest rate fluctuations on specific forecasted transactions as well as recognized financial obligations or assets. 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 (interest rates). Utilizing derivative instruments allows the Company to effectively manage the risk of fluctuations in interest rates related to the potential effects 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 instruments, 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, 2010, 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 currently expected to be issued in 2011 and 2012. 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 are no longer probable of occurring.

        In August 2009, the Company entered into an interest-rate swap contract (pay float and receive fixed), that is designated as hedging fluctuations in interest receipts related to its participation in the variable-rate first mortgage debt of HCR ManorCare. Concurrent with executing the definitive agreement for the HCR ManorCare Acquisition, the Company determined the likelihood of the related hedged transactions (underlying mortgage debt interest receipts) of occurring was reduced from probable to reasonably possible. As a result, the Company discontinued hedge accounting and will recognize subsequent fair value changes in the interest rate swap contact in earnings prospectively. At December 31, 2010, $1.4 million of unrealized gains related to this interest-rate swap contract remain in accumulated other comprehensive loss; this amount will be amortized into earnings in 2011, as the hedged transactions (the underlying mortgage debt interest receipts) occur.

        For the year ended December 31, 2010, the Company recognized additional interest income of $4.0 million and a reduction of interest expense of $1.5 million, resulting from its cash flow and fair value hedging relationships. At December 31, 2010, the Company expects that the hedged forecasted transactions, for each of the outstanding qualifying cash flow hedging relationships, except as previously discussed, remain probable of occurring and that no additional 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 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 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 Rates  
Date Entered
  Maturity Date   +50 Basis
Points
  -50 Basis
Points
  +100 Basis
Points
  -100 Basis
Points
 

July 2005

  July 2020   $ 1,755   $ (2,107 ) $ 3,685   $ (4,037 )

November 2008

  October 2016     762     (720 )   1,503     (1,461 )

June 2009

  September 2011     (824 )   966     (1,718 )   1,860  

July 2009

  July 2013     177     (172 )   351     (347 )

August 2009

  February 2011     (135 )   143     (274 )   282  

August 2009

  August 2011     (743 )   790     (1,509 )   1,557  

(25) Transactions with Related Parties

        Mr. Elcan, a former executive vice president of the Company through April 30, 2008, and certain members of Mr. Elcan's immediate family, including without limitation his wife and father-in-law, may be deemed to own directly or indirectly, in the aggregate, greater than 10% of the outstanding common stock of HCA, Inc. ("HCA") at April 29, 2008. During the year ended December 31, 2008, HCA contributed $95 million in aggregate revenues and interest income, for the lease of certain assets and obligations under debt securities.

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        Mr. Elcan and Mr. Klaritch, an executive vice president of the Company, were previously senior executives and limited liability company members 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, Messrs. Elcan and Klaritch received 610,397 and 113,431 non-managing member units, respectively, in HCPI/Tennessee, LLC in a distribution of their respective interests 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). In addition, the HCPI/Tennessee, LLC agreement provides for a "make-whole" payment, intended to cover grossed-up tax liabilities, to the non-managing members upon the sale of certain properties acquired by HCPI/Tennessee, LLC in the MedCap transactions and other events.

(26) Selected Quarterly Financial Data

        Selected quarterly information for the years ended December 31, 2010 and 2009 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 2010  
 
  March 31   June 30   September 30   December 31  
 
  (in thousands, except share data, unaudited)
 

Total revenues

  $ 294,820   $ 301,877   $ 317,049   $ 341,388  

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

    82,137     85,671     93,778     127,341  

Total discontinued operations

    953     1,008     4,746     16,096  

Net income

    84,101     88,595     26,173     145,526  

Net income applicable to HCP, Inc. 

    81,036     85,101     22,655     141,917  

Dividends paid per common share

    0.465     0.465     0.465     0.465  

Basic earnings per common share

    0.26     0.27     0.05     0.42  

Diluted earnings per common share

    0.25     0.27     0.05     0.42  

 

 
  Three Months Ended During 2009  
 
  March 31   June 30   September 30   December 31  
 
  (in thousands, except share data, unaudited)
 

Total revenues

  $ 276,042   $ 291,424   $ 286,969   $ 294,467  

Income (loss) before income taxes and equity income from unconsolidated joint ventures

    50,447     66,972     (48,317 )   30,440  

Total discontinued operations

    3,607     33,916     3,444     4,041  

Net income (loss)

    52,709     101,178     (43,220 )   35,484  

Net income (loss) applicable to HCP, Inc. 

    48,883     97,459     (46,686 )   32,034  

Dividends paid per common share

    0.46     0.46     0.46     0.46  

Basic earnings (loss) per common share

    0.17     0.35     (0.18 )   0.09  

Diluted earnings (loss) per common share

    0.17     0.35     (0.18 )   0.09  

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        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, 2010

(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
 

2010

  $ 129,505   $ 8,519   $   $ (93,858 ) $ (426 ) $ 43,740  
                           

2009

  $ 58,911   $ 79,346   $   $ (8,504 ) $ (248 ) $ 129,505  
                           

2008

  $ 59,131   $ 9,747   $   $ (2,574 ) $ (7,393 ) $ 58,911  
                           

(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, 2010

(Dollars in thousands)

 
   
   
   
   
   
   
  Gross Amount at Which Carried
As of December 31, 2010
   
   
   
 
 
   
   
   
  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, 2010(1)
  Land   Buildings and
Improvements
  Land   Buildings and
Improvements
  Total(2)   Accumulated
Depreciation
  Year
Acquired/
Constructed
 
Senior housing                                                                  
1087   Birmingham   AL   $ 33,037   $ 4,682   $ 86,200   $   $ 4,682   $ 86,200   $ 90,882   $ (10,236 )   2006     40  
1086   Huntsville   AL     18,079     1,394     44,347         1,394     44,347     45,741     (5,257 )   2006     40  
1107   Huntsville   AL         307     5,813         307     5,813     6,120     (885 )   2006     40  
1154   Little Rock   AR         1,922     14,140     21     1,922     14,161     16,083     (1,907 )   2006     39  
0786   Douglas   AZ         110     703         110     703     813     (224 )   2005     35  
0518   Tucson   AZ     32,870     2,350     24,037         2,350     24,037     26,387     (5,809 )   2002     30  
1238   Beverly Hills   CA         9,872     32,590     2,100     9,872     34,690     44,562     (4,066 )   2006     40  
1149   Camarillo   CA         5,798     19,427         5,798     19,427     25,225     (2,641 )   2006     40  
1006   Carlsbad   CA         7,897     14,255     275     7,897     14,530     22,427     (2,102 )   2006     40  
0883   Carmichael   CA         4,270     13,846         4,270     13,846     18,116     (1,849 )   2006     40  
0851   Citrus Heights   CA         1,180     8,367         1,180     8,367     9,547     (1,529 )   2006     29  
0790   Concord   CA     25,000     6,010     39,601         6,010     38,301     44,311     (5,169 )   2005     40  
0787   Dana Point   CA         1,960     15,946         1,960     15,466     17,426     (2,094 )   2005     39  
1152   Elk Grove   CA         2,235     6,339         2,235     6,186     8,421     (657 )   2006     40  
0798   Escondido   CA     14,340     5,090     24,253         5,090     23,353     28,443     (3,163 )   2005     40  
0791   Fremont   CA     9,423     2,360     11,672         2,360     11,192     13,552     (1,516 )   2005     40  
0788   Granada Hills   CA         2,200     18,257         2,200     17,637     19,837     (2,388 )   2005     39  
1156   Hemet   CA         1,270     5,966     17     1,270     5,983     7,253     (817 )   2006     40  
0856   Irvine   CA         8,220     14,104         8,220     14,104     22,324     (1,808 )   2006     45  
0227   Lodi   CA     9,068     732     5,453         732     5,453     6,185     (1,915 )   1997     35  
0226   Murietta   CA     6,093     435     5,729         435     5,729     6,164     (1,946 )   1997     35  
1165   Northridge   CA         6,718     26,309     6     6,718     26,315     33,033     (3,397 )   2006     40  
1561   Orangevale   CA     4,514     2,160     8,522     1,000     2,160     9,522     11,682     (1,063 )   2008     40  
1168   Palm Springs   CA         1,005     5,183     21     1,005     5,204     6,209     (821 )   2006     40  
0789   Pleasant Hill   CA     6,270     2,480     21,333         2,480     20,633     23,113     (2,794 )   2005     40  
1166   Rancho Mirage   CA         1,798     24,053     5     1,798     24,058     25,856     (3,235 )   2006     40  
1008   San Diego   CA         6,384     32,072     217     6,384     32,289     38,673     (4,228 )   2006     40  
1007   San Dimas   CA         5,628     31,374     198     5,628     31,572     37,200     (3,924 )   2006     40  
1009   San Juan Capistrano   CA         5,983     9,614     182     5,983     9,509     15,492     (991 )   2006     40  
1167   Santa Rosa   CA         3,582     21,113     4     3,582     21,117     24,699     (2,815 )   2006     40  
0793   South San Francisco   CA     10,870     3,000     16,586         3,000     16,056     19,056     (2,167 )   2005     40  
0792   Ventura   CA     10,270     2,030     17,379         2,030     16,749     18,779     (2,268 )   2005     40  
1155   Yorba Linda   CA         4,968     19,290         4,968     19,290     24,258     (2,642 )   2006     40  
1232   Colorado Springs   CO         1,910     24,479     11     1,910     24,490     26,400     (3,318 )   2006     40  
0512   Denver   CO     50,527     2,810     36,021         2,810     36,021     38,831     (8,705 )   2002     30  
1233   Denver   CO         2,511     30,641     82     2,511     30,723     33,234     (3,853 )   2006     40  
1000   Greenwood Village   CO         3,367     38,396         3,367     38,396     41,763     (4,672 )   2006     40  
1234   Lakewood   CO         3,012     31,913     5     3,012     31,918     34,930     (3,984 )   2006     40  
0730   Torrington   CT     12,781     166     11,001         166     10,591     10,757     (1,500 )   2005     40  
1010   Woodbridge   CT         2,352     9,929     219     2,352     10,148     12,500     (1,399 )   2006     40  
0538   Altamonte Springs   FL         1,530     7,956         1,530     7,136     8,666     (1,426 )   2002     40  
0861   Apopka   FL     5,965     920     4,816         920     4,816     5,736     (658 )   2006     35  
0852   Boca Raton   FL         4,730     17,532     1,990     4,730     19,522     24,252     (2,990 )   2006     30  
1001   Boca Raton   FL     11,767     2,415     15,784         2,415     15,784     18,199     (1,946 )   2006     40  
0544   Boynton Beach   FL     8,118     1,270     4,773         1,270     4,773     6,043     (935 )   2003     40  
0539   Clearwater   FL         2,250     2,627         2,250     2,627     4,877     (524 )   2002     40  
0746   Clearwater   FL     18,009     3,856     12,176         3,856     11,321     15,177     (2,258 )   2005     40  
0862   Clermont   FL     8,448     440     6,518         440     6,518     6,958     (864 )   2006     35  
1002   Coconut Creek   FL     14,071     2,461     14,104         2,461     13,718     16,179     (1,458 )   2006     40  
0492   Delray Beach   FL     11,555     850     6,637         850     6,637     7,487     (1,157 )   2002     43  
0850   Gainesville   FL     16,351     1,020     13,490         1,020     13,490     14,510     (1,866 )   2006     40  
1095   Gainesville   FL         1,221     12,226         1,221     12,001     13,222     (1,275 )   2006     40  
0490   Jacksonville   FL     44,681     3,250     25,936         3,250     25,936     29,186     (6,483 )   2002     35  
1096   Jacksonville   FL         1,587     15,616         1,587     15,616     17,203     (1,896 )   2006     40  
0855   Lantana   FL         3,520     26,452         3,520     26,452     29,972     (4,483 )   2006     30  
0731   Ocoee   FL     16,752     2,096     9,322         2,096     8,801     10,897     (1,247 )   2005     40  
0859   Oviedo   FL     8,710     670     8,071         670     8,071     8,741     (1,053 )   2006     35  
1017   Palm Harbor   FL         1,462     16,774     500     1,462     17,274     18,736     (2,128 )   2006     40  
0190   Pinellas Park   FL     4,028     480     3,911         480     3,911     4,391     (1,649 )   1996     35  
0732   Port Orange   FL     15,635     2,340     9,898         2,340     9,377     11,717     (1,328 )   2005     40  
0802   St. Augustine   FL     15,003     830     11,627         830     11,227     12,057     (1,711 )   2005     35  
0692   Sun City Center   FL     10,016     510     6,120         510     5,865     6,375     (1,089 )   2004     35  

F-55


Table of Contents


HCP, Inc.

Schedule III: Real Estate and Accumulated Depreciation (Continued)

December 31, 2010

(Dollars in thousands)

 
   
   
   
   
   
   
  Gross Amount at Which Carried
As of December 31, 2010
   
   
   
 
 
   
   
   
  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, 2010(1)
  Land   Buildings and
Improvements
  Land   Buildings and
Improvements
  Total(2)   Accumulated
Depreciation
  Year
Acquired/
Constructed
 
0698   Sun City Center   FL         3,466     70,810         3,466     69,750     73,216     (12,902 )   2004     34  
1097   Tallahassee   FL         1,331     19,039         1,331     19,039     20,370     (2,279 )   2006     40  
0224   Tampa   FL         600     5,566     670     600     6,236     6,836     (1,453 )   1997     45  
0849   Tampa   FL     12,346     800     11,340         800     11,340     12,140     (1,620 )   2006     40  
1257   Vero Beach   FL         2,035     34,993     201     2,035     35,194     37,229     (4,896 )   2006     40  
1605   Vero Beach   FL         700     16,234         700     16,234     16,934         2010     35  
1098   Alpharetta   GA         793     8,761     198     793     8,959     9,752     (1,144 )   2006     40  
1099   Atlanta   GA         687     5,507     228     687     5,735     6,422     (883 )   2006     40  
1169   Atlanta   GA         2,665     5,911     2     2,665     5,643     8,308     (599 )   2006     40  
1241   Lilburn   GA         907     17,340     2     907     17,342     18,249     (2,256 )   2006     40  
1112   Marietta   GA         894     6,944     326     894     7,270     8,164     (936 )   2006     40  
0205   Milledgeville   GA         150     1,957         150     1,547     1,697     (531 )   1997     45  
1088   Davenport   IA         511     8,039         511     8,039     8,550     (981 )   2006     40  
1093   Marion   IA     2,482     502     6,865         502     6,865     7,367     (842 )   2006     40  
1091   Bloomington   IL         798     13,091         798     13,091     13,889     (1,584 )   2006     40  
1587   Burr Ridge   IL         2,640     27,975         2,640     27,975     30,615     (745 )   2010     25  
1089   Champaign   IL         101     4,207         101     4,207     4,308     (565 )   2006     40  
1157   Hoffman Estates   IL         1,701     12,037     133     1,701     12,170     13,871     (1,730 )   2006     40  
1090   Macomb   IL         81     6,062         81     6,062     6,143     (761 )   2006     40  
1143   Mt. Vernon   IL         296     15,935     3,562     512     19,281     19,793     (1,971 )   2006     40  
1005   Oak Park   IL     26,539     3,476     31,032         3,476     31,032     34,508     (3,703 )   2006     40  
1162   Orland Park   IL         2,623     23,154     10     2,623     23,164     25,787     (2,929 )   2006     40  
1092   Peoria   IL         404     10,050         404     9,840     10,244     (1,046 )   2006     40  
1588   Prospect Heights   IL         2,680     18,580         2,680     18,580     21,260     (527 )   2010     25  
1237   Wilmette   IL         1,100     9,373         1,100     9,373     10,473     (1,162 )   2006     40  
0379   Evansville   IN         500     9,302         500     7,762     8,262     (1,880 )   1999     45  
0457   Jasper   IN         165     5,952     359     165     6,311     6,476     (1,717 )   2001     35  
1144   Indianapolis   IN         1,197     7,718         1,197     7,718     8,915     (993 )   2006     40  
1145   Indianapolis   IN         1,144     8,261     7,371     1,144     15,632     16,776     (1,401 )   2006     40  
1146   West Lafayette   IN         813     10,876         813     10,876     11,689     (1,342 )   2006     40  
0496   Mission   KS         340     9,322     1,153     340     9,889     10,229     (2,524 )   2002     35  
0243   Overland Park   KS         750     8,241     2,454     750     9,061     9,811     (2,092 )   1998     45  
1170   Edgewood   KY         1,868     4,934         1,868     4,934     6,802     (844 )   2006     40  
0697   Lexington   KY     8,010     2,093     16,917         2,093     16,299     18,392     (3,528 )   2004     30  
1105   Middletown   KY         1,499     26,252     107     1,499     26,359     27,858     (3,244 )   2006     40  
1013   Danvers   MA         4,616     30,692     238     4,616     30,930     35,546     (3,696 )   2006     40  
1151   Dartmouth   MA         3,145     6,880         3,145     6,880     10,025     (915 )   2006     40  
1012   Dedham   MA         3,930     21,340     102     3,930     21,442     25,372     (2,695 )   2006     40  
1158   Plymouth   MA         2,434     9,027         2,434     9,027     11,461     (1,314 )   2006     40  
1011   Baltimore   MD         1,416     8,854     281     1,416     9,135     10,551     (1,284 )   2006     40  
1153   Baltimore   MD         1,684     18,889         1,684     18,889     20,573     (2,322 )   2006     40  
1249   Frederick   MD         609     9,158     8     609     9,166     9,775     (1,155 )   2006     40  
0281   Westminster   MD     15,689     768     5,251         768     4,853     5,621     (1,230 )   1998     45  
0546   Cape Elizabeth   ME         630     3,524     93     630     3,617     4,247     (704 )   2003     40  
0545   Saco   ME         80     2,363     155     80     2,518     2,598     (485 )   2003     40  
1258   Auburn Hills   MI         2,281     10,692         2,281     10,692     12,973     (1,136 )   2006     40  
1248   Farmington Hills   MI         1,013     12,119     44     1,013     12,163     13,176     (1,543 )   2006     40  
0696   Holland   MI     42,595     787     51,410         787     50,172     50,959     (10,901 )   2004     29  
1094   Portage   MI         100     5,700     4,617     100     10,317     10,417     (1,214 )   2006     40  
0472   Sterling Heights   MI         920     7,326         920     7,326     8,246     (1,954 )   2001     35  
1259   Sterling Heights   MI         1,593     11,500         1,593     11,500     13,093     (1,459 )   2006     40  
1235   Des Peres   MO         4,361     20,664         4,361     20,664     25,025     (2,655 )   2006     40  
1236   Richmond Heights   MO         1,744     24,232         1,744     24,232     25,976     (3,083 )   2006     40  
0853   St. Louis   MO         2,500     20,343         2,500     20,343     22,843     (3,482 )   2006     30  
0842   Great Falls   MT         500     5,683         500     5,683     6,183     (906 )   2006     40  
0878   Charlotte   NC         710     9,559         710     9,559     10,269     (1,262 )   2006     40  
1584   Charlotte   NC         2,052     6,557         2,052     6,557     8,609     (201 )   2010     40  
1119   Concord   NC         601     7,615     95     601     7,710     8,311     (976 )   2006     40  
1254   Raleigh   NC         1,191     11,532     20     1,191     11,552     12,743     (1,438 )   2006     40  
1599   Cherry Hill   NJ         2,420     12,330         2,420     12,330     14,750     (164 )   2010     25  
1239   Cresskill   NJ         4,684     53,927     9     4,684     53,936     58,620     (6,463 )   2006     40  
0734   Hillsborough   NJ     16,184     1,042     10,042         1,042     9,576     10,618     (1,357 )   2005     40  
1242   Madison   NJ         3,157     19,909         3,157     19,909     23,066     (2,551 )   2006     40  
0733   Manahawkin   NJ     14,120     921     9,927         921     9,461     10,382     (1,340 )   2005     40  

F-56


Table of Contents


HCP, Inc.

Schedule III: Real Estate and Accumulated Depreciation (Continued)

December 31, 2010

(Dollars in thousands)

 
   
   
   
   
   
   
  Gross Amount at Which Carried
As of December 31, 2010
   
   
   
 
 
   
   
   
  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, 2010(1)
  Land   Buildings and
Improvements
  Land   Buildings and
Improvements
  Total(2)   Accumulated
Depreciation
  Year
Acquired/
Constructed
 
1014   Paramus   NJ         4,280     31,684     202     4,280     31,886     36,166     (3,887 )   2006     40  
1231   Saddle River   NJ         1,784     15,625     13     1,784     15,638     17,422     (1,990 )   2006     40  
0245   Voorhees Township   NJ     8,761     900     7,629         900     7,629     8,529     (1,961 )   1998     45  
0213   Albuquerque   NM         767     9,324         767     9,324     10,091     (3,157 )   1996     45  
0796   Las Vegas   NV         1,960     5,816         1,960     5,426     7,386     (735 )   2005     40  
1252   Brooklyn   NY         8,117     23,627     386     8,117     24,013     32,130     (2,960 )   2006     40  
1256   Sheepshead Bay   NY         5,215     39,052         5,215     39,052     44,267     (4,782 )   2006     40  
0473   Cincinnati   OH         600     4,428         600     4,428     5,028     (1,181 )   2001     35  
0841   Columbus   OH     6,647     970     7,806     1,022     970     8,828     9,798     (1,352 )   2006     40  
0857   Fairborn   OH     6,822     810     8,311         810     8,311     9,121     (1,276 )   2006     36  
1147   Fairborn   OH         298     10,704     3,068     298     13,772     14,070     (1,491 )   2006     40  
1386   Marietta   OH     4,019     1,069     11,435         1,069     11,435     12,504     (1,127 )   2007     40  
1253   Poland   OH         695     10,444         695     10,444     11,139     (1,361 )   2006     40  
1159   Willoughby   OH         1,177     9,982         1,177     9,982     11,159     (1,362 )   2006     40  
1171   Oklahoma City   OK         801     4,904     12     801     4,916     5,717     (806 )   2006     40  
1160   Tulsa   OK         1,115     11,028         1,115     11,028     12,143     (1,683 )   2006     40  
1163   Haverford   PA         16,461     108,816     26     16,461     108,842     125,303     (12,761 )   2006     40  
1104   Aiken   SC         357     14,832     151     357     14,983     15,340     (1,952 )   2006     40  
1100   Charleston   SC         885     14,124     171     885     13,965     14,850     (1,466 )   2006     40  
1109   Columbia   SC         408     7,527     131     408     7,658     8,066     (945 )   2006     40  
0306   Georgetown   SC         239     3,008         239     3,008     3,247     (770 )   1998     45  
0879   Greenville   SC         1,090     12,558         1,090     12,558     13,648     (1,639 )   2006     40  
1172   Greenville   SC         993     16,314     43     993     16,357     17,350     (2,403 )   2006     40  
0305   Lancaster   SC         84     2,982         84     2,982     3,066     (679 )   1998     45  
0880   Myrtle Beach   SC         900     10,913         900     10,913     11,813     (1,400 )   2006     40  
0312   Rock Hill   SC         203     2,671         203     2,671     2,874     (663 )   1998     45  
1113   Rock Hill   SC         695     4,119     322     695     4,441     5,136     (608 )   2006     40  
0313   Sumter   SC         196     2,623         196     2,623     2,819     (672 )   1998     45  
1003   Nashville   TN     11,367     812     15,006         812     15,006     15,818     (2,151 )   2006     40  
0860   Oak Ridge   TN     8,734     500     4,741         500     4,741     5,241     (649 )   2006     35  
0843   Abilene   TX     1,931     300     2,830         300     2,830     3,130     (421 )   2006     39  
1004   Arlington   TX     14,545     2,002     16,829         2,002     16,448     18,450     (1,748 )   2006     40  
1116   Arlington   TX         2,494     12,192     86     2,494     11,756     14,250     (1,240 )   2006     40  
0511   Austin   TX         2,960     41,645         2,960     41,645     44,605     (10,064 )   2002     30  
1589   Austin   TX         2,860     28,705         2,860     28,705     31,565     (770 )   2010     25  
0202   Beaumont   TX         145     10,404         145     10,404     10,549     (3,477 )   1996     45  
0844   Burleson   TX     4,410     1,050     5,242         1,050     5,242     6,292     (873 )   2006     40  
0848   Cedar Hill   TX     9,097     1,070     11,554         1,070     11,554     12,624     (1,685 )   2006     40  
1325   Cedar Hill   TX         440     7,494         440     7,494     7,934     (1,044 )   2007     40  
0513   Fort Worth   TX         2,830     50,832         2,830     50,832     53,662     (12,284 )   2002     30  
0506   Friendswood   TX     23,299     400     7,354         400     7,354     7,754     (1,389 )   2002     45  
0217   Houston   TX     11,813     835     7,195         835     7,195     8,030     (2,040 )   1997     45  
0491   Houston   TX         2,470     21,710     750     2,470     22,460     24,930     (5,546 )   2002     35  
1106   Houston   TX         1,008     15,333     145     1,008     15,478     16,486     (1,931 )   2006     40  
1111   Houston   TX         1,877     25,372     196     1,877     25,568     27,445     (3,473 )   2006     40  
0820   Irving   TX     10,997     710     9,949         710     9,949     10,659     (1,927 )   2005     35  
0845   North Richland Hills   TX     3,208     520     5,117         520     5,117     5,637     (835 )   2006     40  
0846   North Richland Hills   TX     6,900     870     9,259         870     9,259     10,129     (1,558 )   2006     35  
1102   Plano   TX         494     12,518     99     494     12,617     13,111     (1,631 )   2006     40  
0494   San Antonio   TX     7,979     730     3,961         730     3,961     4,691     (770 )   2002     45  
1590   San Antonio   TX         2,860     14,907     41     2,860     14,948     17,808     (449 )   2010     25  
1103   The Woodlands   TX         802     17,358     202     802     17,560     18,362     (2,177 )   2006     40  
0195   Victoria   TX     12,912     175     4,290     3,101     175     7,391     7,566     (1,867 )   1995     43  
0847   Waxahachie   TX     2,214     390     3,879         390     3,879     4,269     (621 )   2006     40  
1161   Salt Lake City   UT         2,621     22,072     35     2,621     22,107     24,728     (3,055 )   2006     40  
1015   Arlington   VA         4,320     19,567     446     4,320     20,013     24,333     (2,508 )   2006     40  
1244   Arlington   VA         3,833     7,076         3,833     7,076     10,909     (928 )   2006     40  
1245   Arlington   VA         7,278     37,407     23     7,278     37,430     44,708     (4,633 )   2006     40  
0881   Chesapeake   VA         1,090     12,444         1,090     12,444     13,534     (1,628 )   2006     40  
1247   Falls Church   VA         2,228     8,887     30     2,228     8,917     11,145     (1,104 )   2006     40  
1164   Fort Belvoir   VA         11,594     99,528     5,684     11,594     105,212     116,806     (12,759 )   2006     40  
1250   Leesburg   VA         607     3,236         607     3,236     3,843     (824 )   2006     35  
1016   Richmond   VA         2,110     11,469     124     2,110     11,593     13,703     (1,535 )   2006     40  
1246   Sterling   VA         2,360     22,932     43     2,360     22,975     25,335     (2,818 )   2006     40  

F-57


Table of Contents


HCP, Inc.

Schedule III: Real Estate and Accumulated Depreciation (Continued)

December 31, 2010

(Dollars in thousands)

 
   
   
   
   
   
   
  Gross Amount at Which Carried
As of December 31, 2010
   
   
   
 
 
   
   
   
  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, 2010(1)
  Land   Buildings and
Improvements
  Land   Buildings and
Improvements
  Total(2)   Accumulated
Depreciation
  Year
Acquired/
Constructed
 
0225   Woodbridge   VA         950     6,983         950     6,983     7,933     (1,903 )   1997     45  
1173   Bellevue   WA         3,734     16,171     8     3,734     16,179     19,913     (2,138 )   2006     40  
1240   Edmonds   WA         1,418     16,502     7     1,418     16,509     17,927     (2,103 )   2006     40  
0797   Kirkland   WA     5,452     1,000     13,403         1,000     13,043     14,043     (1,766 )   2005     40  
1174   Lynnwood   WA         1,203     7,415     12     1,203     7,427     8,630     (788 )   2006     40  
1251   Mercer Island   WA         4,209     8,123     97     4,209     8,220     12,429     (1,016 )   2006     40  
0794   Shoreline   WA     9,547     1,590     10,671         1,590     10,261     11,851     (1,390 )   2005     40  
0795   Shoreline   WA         4,030     26,421         4,030     25,651     29,681     (3,391 )   2005     39  
1175   Snohomish   WA         1,541     10,228     6     1,541     10,234     11,775     (1,277 )   2006     40  
                                                       
            $ 760,870   $ 408,454   $ 3,142,738   $ 45,973   $ 408,670   $ 3,165,963   $ 3,574,633   $ (450,926 )            
                                                       
Life Science                                                                  
1482   Brisbane   CA   $   $ 50,989   $ 1,789   $ 22,826   $ 50,989   $ 24,615   $ 75,604   $     2007     *  
1481   Carlsbad   CA         30,300         4,072     30,300     4,072     34,372         2007     *  
1522   Carlsbad   CA         23,475         2,715     23,475     2,715     26,190         2007     *  
1401   Hayward   CA         900     7,100     13     900     7,113     8,013     (606 )   2007     40  
1402   Hayward   CA         1,500     6,400     2,079     1,500     8,479     9,979     (618 )   2007     40  
1403   Hayward   CA         1,900     7,100     280     1,900     7,380     9,280     (700 )   2007     40  
1404   Hayward   CA         2,200     17,200     32     2,200     17,232     19,432     (1,469 )   2007     40  
1405   Hayward   CA         1,000     3,200     7,528     1,000     10,728     11,728     (424 )   2007     40  
1549   Hayward   CA         801     5,740     583     801     6,323     7,124     (705 )   2007     29  
1550   Hayward   CA         539     3,864     392     539     4,256     4,795     (475 )   2007     29  
1551   Hayward   CA         526     3,771     383     526     4,154     4,680     (463 )   2007     29  
1552   Hayward   CA         944     6,769     687     944     7,456     8,400     (832 )   2007     29  
1553   Hayward   CA         953     6,829     694     953     7,523     8,476     (839 )   2007     29  
1554   Hayward   CA         991     7,105     721     991     7,826     8,817     (873 )   2007     29  
1555   Hayward   CA         1,210     8,675     881     1,210     9,556     10,766     (1,066 )   2007     29  
1556   Hayward   CA         2,736     6,868     697     2,736     7,565     10,301     (844 )   2007     29  
1514   La Jolla   CA         5,200             5,200         5,200         2007     N/A  
1424   La Jolla   CA         9,600     25,283     2,940     9,648     28,097     37,745     (2,894 )   2007     40  
1425   La Jolla   CA         6,200     19,883     95     6,276     19,902     26,178     (1,710 )   2007     40  
1426   La Jolla   CA         7,200     12,412     1,608     7,291     13,929     21,220     (1,918 )   2007     27  
1427   La Jolla   CA         8,700     16,983     666     8,746     17,603     26,349     (2,070 )   2007     30  
1488   Mountain View   CA         7,300     25,410     566     7,300     25,976     33,276     (2,205 )   2007     40  
1489   Mountain View   CA         6,500     22,800     7     6,500     22,807     29,307     (1,948 )   2007     40  
1490   Mountain View   CA         4,800     9,500     449     4,800     9,949     14,749     (861 )   2007     40  
1491   Mountain View   CA         4,200     8,400     1,160     4,209     9,551     13,760     (1,195 )   2007     40  
1492   Mountain View   CA         3,600     9,700     741     3,600     10,441     14,041     (1,140 )   2007     40  
1493   Mountain View   CA         7,500     16,300     1,229     7,500     16,928     24,428     (1,395 )   2007     40  
1494   Mountain View   CA         9,800     24,000     215     9,800     24,215     34,015     (2,071 )   2007     40  
1495   Mountain View   CA         6,900     17,800     223     6,900     18,023     24,923     (1,557 )   2007     40  
1496   Mountain View   CA         7,000     17,000     6,372     7,000     23,372     30,372     (2,377 )   2007     40  
1497   Mountain View   CA         14,100     31,002     10,270     14,100     41,272     55,372     (4,907 )   2007     40  
1498   Mountain View   CA         7,100     25,800     9,154     7,100     34,954     42,054     (4,466 )   2007     40  
1469   Poway   CA         47,700     3,512     3,521     47,700     7,033     54,733         2007     *  
1477   Poway   CA         29,943     2,475     9,043     29,943     11,518     41,461         2007     *  
1470   Poway   CA         5,000     12,200     5,731     5,000     17,931     22,931     (2,513 )   2007     40  
1471   Poway   CA         5,200     14,200     4,253     5,200     18,453     23,653     (2,188 )   2007     40  
1478   Poway   CA         6,700     14,400     6,145     6,700     20,545     27,245     (2,885 )   2007     40  
1499   Redwood City   CA         3,400     5,500     977     3,407     6,470     9,877     (759 )   2007     40  
1500   Redwood City   CA         2,500     4,100     1,111     2,506     5,205     7,711     (478 )   2007     40  
1501   Redwood City   CA         3,600     4,600     393     3,607     4,986     8,593     (540 )   2007     30  
1502   Redwood City   CA         3,100     5,100     806     3,107     5,653     8,760     (592 )   2007     31  
1503   Redwood City   CA         4,800     17,300     1,781     4,818     19,063     23,881     (1,548 )   2007     31  
1504   Redwood City   CA         5,400     15,500     863     5,418     16,345     21,763     (1,350 )   2007     31  
1505   Redwood City   CA         3,000     3,500     359     3,006     3,853     6,859     (473 )   2007     40  
1506   Redwood City   CA         6,000     14,300     3,026     6,018     17,308     23,326     (1,397 )   2007     40  
1507   Redwood City   CA         1,900     12,800     6,577     1,912     19,365     21,277     (375 )   2007     *  
1508   Redwood City   CA         2,700     11,300     6,271     2,712     17,559     20,271     (331 )   2007     *  
1509   Redwood City   CA         2,700     10,900     1,339     2,712     12,227     14,939     (970 )   2007     40  
1510   Redwood City   CA         2,200     12,000     986     2,212     12,974     15,186     (1,054 )   2007     38  
1511   Redwood City   CA         2,600     9,300     1,320     2,612     10,608     13,220     (859 )   2007     26  
1512   Redwood City   CA         3,300     18,000     1,123     3,300     19,123     22,423     (1,626 )   2007     40  
1513   Redwood City   CA         3,300     17,900     123     3,300     18,023     21,323     (1,532 )   2007     40  

F-58


Table of Contents


HCP, Inc.

Schedule III: Real Estate and Accumulated Depreciation (Continued)

December 31, 2010

(Dollars in thousands)

 
   
   
   
   
   
   
  Gross Amount at Which Carried
As of December 31, 2010
   
   
   
 
 
   
   
   
  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, 2010(1)
  Land   Buildings and
Improvements
  Land   Buildings and
Improvements
  Total(2)   Accumulated
Depreciation
  Year
Acquired/
Constructed
 
0679   San Diego   CA         7,872     34,617     17,158     7,872     51,775     59,647     (8,461 )   2002     39  
1558   San Diego   CA     11,083     7,740     22,654     90     7,778     22,706     30,484     (1,843 )   2007     38  
0837   San Diego   CA         4,630     2,029     5,694     4,630     7,723     12,353     (368 )   2006     *  
0838   San Diego   CA         2,040     902     2,334     2,040     3,236     5,276     (95 )   2006     *  
0839   San Diego   CA         3,940     3,184     4,248     3,940     6,637     10,577     (1,070 )   2006     40  
0840   San Diego   CA         5,690     4,579     653     5,690     5,232     10,922     (814 )   2006     40  
1420   San Diego   CA         6,524         1,842     6,524     1,842     8,366         2007     *  
1410   South San Francisco   CA         4,900     18,100         4,900     18,100     23,000     (1,546 )   2007     40  
1411   South San Francisco   CA         8,000     27,700         8,000     27,700     35,700     (2,366 )   2007     40  
1413   South San Francisco   CA         8,000     28,299     257     8,000     28,556     36,556     (2,417 )   2007     40  
1414   South San Francisco   CA         3,700     20,800         3,700     20,800     24,500     (1,777 )   2007     40  
1418   South San Francisco   CA         11,700     31,243     5,584     11,700     36,827     48,527     (2,670 )   2007     40  
1421   South San Francisco   CA         7,000     33,779         7,000     33,779     40,779     (2,885 )   2007     40  
1422   South San Francisco   CA         14,800     7,600     1,851     14,800     9,451     24,251     (996 )   2007     30  
1423   South San Francisco   CA         8,400     33,144         8,400     33,144     41,544     (2,831 )   2007     40  
1431   South San Francisco   CA         7,000     15,500     148     7,000     15,648     22,648     (1,324 )   2007     40  
1439   South San Francisco   CA         11,900     68,848     1,008     11,900     69,856     81,756     (5,966 )   2007     40  
1440   South San Francisco   CA         10,000     57,954     1,000     10,000     58,954     68,954     (5,036 )   2007     40  
1441   South San Francisco   CA         9,300     43,549         9,300     43,549     52,849     (3,720 )   2007     40  
1442   South San Francisco   CA         11,000     47,289     81     11,000     47,370     58,370     (4,049 )   2007     40  
1443   South San Francisco   CA         13,200     60,932     1,144     13,200     62,076     75,276     (4,640 )   2007     40  
1444   South San Francisco   CA         10,500     33,776         10,500     33,776     44,276     (2,885 )   2007     40  
1445   South San Francisco   CA         10,600     34,083         10,600     34,083     44,683     (2,911 )   2007     40  
1448   South San Francisco   CA         14,100     71,344     52     14,100     71,396     85,496     (6,097 )   2007     40  
1449   South San Francisco   CA         12,800     63,600     472     12,800     64,072     76,872     (5,491 )   2007     40  
1450   South San Francisco   CA         11,200     79,222     1,020     11,200     80,242     91,442     (6,853 )   2007     40  
1451   South San Francisco   CA         7,200     50,856     66     7,200     50,922     58,122     (4,348 )   2007     40  
1452   South San Francisco   CA         14,400     101,362     1,107     14,400     102,469     116,869     (8,741 )   2007     40  
1458   South San Francisco   CA         10,900     20,900     4,226     10,909     24,919     35,828     (3,299 )   2007     40  
1459   South San Francisco   CA         3,600     100     55     3,600     155     3,755     (65 )   2007     5  
1460   South San Francisco   CA         2,300     100     57     2,300     157     2,457     (68 )   2007     5  
1461   South San Francisco   CA         3,900     200     103     3,900     303     4,203     (137 )   2007     5  
1462   South San Francisco   CA         6,000     600     3,825     7,117     3,043     10,160     (583 )   2007     *  
1464   South San Francisco   CA         6,100     700     7,366     7,403     6,763     14,166     (331 )   2007     *  
1465   South San Francisco   CA         6,700         (6,700 )                   2007     N/A  
1468   South San Francisco   CA         10,100     24,013     2,796     10,100     26,809     36,909     (3,165 )   2007     40  
1454   South San Francisco   CA         11,100     47,738     9,370     11,100     57,108     68,208     (4,798 )   2007     40  
1455   South San Francisco   CA         9,700     41,937     5,838     10,261     47,214     57,475     (3,827 )   2007     40  
1456   South San Francisco   CA         6,300     22,900     8,196     6,300     31,096     37,396     (2,663 )   2007     40  
1480   South San Francisco   CA         32,210     3,110     5,501     32,210     8,611     40,821         2007     *  
1463   South San Francisco   CA         6,100     2,300     17,712     10,377     15,735     26,112     (650 )   2007     *  
1435   South San Francisco   CA         13,800     42,500     32,750     13,800     75,250     89,050     (2,302 )   2007     40  
1436   South San Francisco   CA         14,500     45,300     34,072     14,500     79,372     93,872     (2,410 )   2007     40  
1437   South San Francisco   CA         9,400     24,800     16,972     9,400     41,772     51,172     (1,042 )   2007     40  
1559   South San Francisco   CA         5,666     5,773     126     5,666     5,899     11,565     (3,630 )   2007     5  
1560   South San Francisco   CA         1,204     1,293         1,204     1,293     2,497     (798 )   2007     5  
1408   South San Francisco   CA     2,160     9,000     17,800         9,000     17,800     26,800     (1,520 )   2007     40  
1412   South San Francisco   CA     2,894     10,100     22,521         10,100     22,521     32,621     (1,924 )   2007     40  
1430   South San Francisco   CA     2,997     10,700     23,621     211     10,700     23,832     34,532     (2,023 )   2007     40  
1409   South San Francisco   CA     4,617     18,000     38,043     1,410     18,000     39,453     57,453     (3,336 )   2007     40  
1407   South San Francisco   CA     4,695     28,600     48,700     3,536     28,600     52,236     80,836     (4,835 )   2007     35  
1604   Cambridge   MA         8,389     10,630     251     8,389     10,881     19,270         2010     *  
0461   Salt Lake City   UT         500     8,548         500     8,548     9,048     (2,394 )   2001     33  
0462   Salt Lake City   UT         890     15,623     1     890     15,624     16,514     (3,853 )   2001     38  
0463   Salt Lake City   UT         190     9,875         190     9,875     10,065     (2,092 )   2001     43  
0464   Salt Lake City   UT         630     6,921     6     630     6,927     7,557     (1,761 )   2001     38  
0465   Salt Lake City   UT         125     6,368     6     125     6,374     6,499     (1,350 )   2001     43  
0466   Salt Lake City   UT             14,614     7         14,621     14,621     (2,580 )   2001     43  
0507   Salt Lake City   UT         280     4,345         280     4,345     4,625     (820 )   2002     43  
0537   Salt Lake City   UT             6,517             6,517     6,517     (1,159 )   2002     35  
0799   Salt Lake City   UT             14,600     90         14,690     14,690     (1,405 )   2005     40  
1593   Salt Lake City   UT             23,998             23,998     23,998     (303 )   2010     33  
                                                       
            $ 28,446   $ 876,827   $ 2,137,503   $ 329,618   $ 877,849   $ 2,463,916   $ 3,341,765   $ (217,421 )            
                                                       

F-59


Table of Contents


HCP, Inc.

Schedule III: Real Estate and Accumulated Depreciation (Continued)

December 31, 2010

(Dollars in thousands)

 
   
   
   
   
   
   
  Gross Amount at Which Carried
As of December 31, 2010
   
   
   
 
 
   
   
   
  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, 2010(1)
  Land   Buildings and
Improvements
  Land   Buildings and
Improvements
  Total(2)   Accumulated
Depreciation
  Year
Acquired/
Constructed
 
Medical office                                                                  
0638   Anchorage   AK   $ 6,502   $ 1,456   $ 10,650   $ 35   $ 1,456   $ 10,685   $ 12,141   $ (1,336 )   2000     34  
0520   Chandler   AZ         3,669     13,503     1,325     3,669     14,723     18,392     (2,479 )   2002     40  
0468   Oro Valley   AZ         1,050     6,774     23     1,050     6,589     7,639     (1,646 )   2001     43  
0356   Phoenix   AZ         780     3,199     822     780     3,947     4,727     (1,617 )   1999     32  
0470   Phoenix   AZ         280     877     22     280     899     1,179     (183 )   2001     43  
1066   Scottsdale   AZ         5,115     14,064     867     4,791     15,248     20,039     (1,814 )   2006     40  
0453   Tucson   AZ         215     6,318     222     215     6,527     6,742     (1,915 )   2000     35  
0556   Tucson   AZ         215     3,940     119     215     4,062     4,277     (962 )   2003     43  
1041   Brentwood   CA             30,864     1,241         32,110     32,110     (3,614 )   2006     40  
1200   Encino   CA     6,825     6,151     10,438     1,352     6,391     11,550     17,941     (1,641 )   2006     33  
0234   Los Angeles   CA         2,848     5,879     1,155     3,009     5,293     8,302     (2,132 )   1997     21  
0436   Murietta   CA         400     9,266     1,145     439     9,830     10,269     (3,174 )   1999     33  
0239   Poway   CA         2,700     10,839     1,180     2,712     11,191     13,903     (4,263 )   1997     35  
0318   Sacramento   CA         2,860     21,850     4,250     2,860     25,330     28,190     (6,105 )   1998     *  
0235   San Diego   CA         2,863     8,913     2,755     3,068     9,874     12,942     (3,835 )   1997     21  
0236   San Diego   CA         4,619     19,370     3,310     4,711     18,705     23,416     (8,002 )   1997     21  
0421   San Diego   CA         2,910     17,362     3,211     2,910     20,573     23,483     (4,547 )   1999     *  
0564   San Jose   CA     2,764     1,935     1,728     1,200     1,935     2,809     4,744     (642 )   2003     37  
0565   San Jose   CA     6,436     1,460     7,672     482     1,460     8,148     9,608     (1,566 )   2003     37  
0659   San Jose   CA         1,718     3,124     345     1,718     3,414     5,132     (437 )   2000     34  
1209   Sherman Oaks   CA         7,472     10,075     1,586     7,741     11,383     19,124     (2,275 )   2006     22  
0439   Valencia   CA         2,300     6,967     887     2,309     7,065     9,374     (2,508 )   1999     35  
1211   Valencia   CA         1,344     7,507     410     1,383     7,878     9,261     (875 )   2006     40  
0440   West Hills   CA         2,100     11,595     1,653     2,100     11,090     13,190     (3,722 )   1999     32  
0728   Aurora   CO             8,764     505         9,269     9,269     (2,042 )   2005     39  
1196   Aurora   CO         210     12,362     899     210     13,226     13,436     (1,419 )   2006     40  
1197   Aurora   CO         200     8,414     553     200     8,967     9,167     (1,189 )   2006     33  
0882   Colorado Springs   CO             12,933     4,859         17,792     17,792     (2,307 )   2007     40  
0814   Conifer   CO             1,485     23         1,508     1,508     (197 )   2005     40  
1199   Denver   CO         493     7,897     318     558     8,150     8,708     (1,053 )   2006     33  
0808   Englewood   CO             8,616     1,051         9,623     9,623     (1,749 )   2005     35  
0809   Englewood   CO             8,449     1,244         9,598     9,598     (1,605 )   2005     35  
0810   Englewood   CO             8,040     2,399         10,439     10,439     (1,625 )   2005     35  
0811   Englewood   CO             8,472     1,153         9,619     9,619     (1,533 )   2005     35  
0812   Littleton   CO             4,562     837     79     5,291     5,370     (939 )   2005     35  
0813   Littleton   CO             4,926     656     5     5,569     5,574     (873 )   2005     38  
0570   Lone Tree   CO                 18,423         18,423     18,423     (3,152 )   2003     39  
0666   Lone Tree   CO     14,703         23,274     523         23,786     23,786     (2,721 )   2000     37  
1076   Parker   CO             13,388     38         13,426     13,426     (1,556 )   2006     40  
0510   Thornton   CO         236     10,206     1,167     244     11,343     11,587     (2,241 )   2002     43  
0433   Atlantis   FL             5,651     338     4     5,731     5,735     (2,007 )   1999     35  
0434   Atlantis   FL             2,027     110         2,137     2,137     (668 )   1999     34  
0435   Atlantis   FL             2,000     336         2,237     2,237     (725 )   1999     32  
0602   Atlantis   FL         455     2,231     336     455     2,559     3,014     (491 )   2000     34  
0603   Atlantis   FL         1,507     2,894     144     1,507     2,933     4,440     (376 )   2000     34  
0604   Englewood   FL         170     1,134     184     170     1,303     1,473     (191 )   2000     34  
0609   Kissimmee   FL         788     174     169     788     334     1,122     (71 )   2000     34  
0610   Kissimmee   FL         481     347     172     481     519     1,000     (74 )   2000     34  
0671   Kissimmee   FL     5,711         7,574     1,031         8,605     8,605     (1,333 )   2000     36  
0612   Margate   FL         1,553     6,898     231     1,553     7,120     8,673     (872 )   2000     34  
0613   Miami   FL     8,901     4,392     11,841     1,503     4,392     13,287     17,679     (1,867 )   2000     34  
1067   Milton   FL             8,566     179         8,745     8,745     (942 )   2006     40  
0563   Orlando   FL         2,144     5,136     2,680     2,288     7,557     9,845     (1,547 )   2003     37  
0833   Pace   FL             10,309     2,464         12,773     12,773     (2,345 )   2006     44  
0834   Pensacola   FL             11,166     465         11,631     11,631     (1,246 )   2006     45  
0614   Plantation   FL     820     969     3,241     463     969     3,704     4,673     (563 )   2000     34  
0673   Plantation   FL     5,230     1,091     7,176     179     1,091     7,231     8,322     (893 )   2002     36  
0701   St. Petersburg   FL             10,141     2,014         12,155     12,155     (1,713 )   2004     38  
1210   Tampa   FL     5,533     1,967     6,602     2,580     2,067     9,053     11,120     (1,689 )   2006     25  
1058   McCaysville   GA             3,231     18         3,249     3,249     (348 )   2006     40  
1065   Marion   IL         100     11,484     87     100     11,571     11,671     (1,308 )   2006     40  
1057   Newburgh   IN     8,308         14,019     1,080         15,099     15,099     (1,580 )   2006     40  
0483   Wichita   KS     2,169     530     3,341     292     530     3,633     4,163     (710 )   2001     45  

F-60


Table of Contents


HCP, Inc.

Schedule III: Real Estate and Accumulated Depreciation (Continued)

December 31, 2010

(Dollars in thousands)

 
   
   
   
   
   
   
  Gross Amount at Which Carried
As of December 31, 2010
   
   
   
 
 
   
   
   
  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, 2010(1)
  Land   Buildings and
Improvements
  Land   Buildings and
Improvements
  Total(2)   Accumulated
Depreciation
  Year
Acquired/
Constructed
 
1064   Lexington   KY             12,726     711         13,437     13,437     (1,575 )   2006     40  
0735   Louisville   KY     5,588     936     8,426     2,513     936     10,887     11,823     (5,045 )   2005     11  
0737   Louisville   KY     18,544     835     27,627     1,607     835     29,215     30,050     (5,068 )   2005     37  
0738   Louisville   KY     5,061     780     8,582     1,840     808     10,380     11,188     (3,351 )   2005     18  
0739   Louisville   KY     8,181     826     13,814     1,325     826     15,068     15,894     (2,787 )   2005     38  
0740   Louisville   KY     8,858     2,983     13,171     1,534     2,983     14,705     17,688     (3,088 )   2005     30  
1944   Louisville   KY         788     2,414         788     2,414     3,202         2010     25  
1945   Louisville   KY     24,947     3,255     28,644         3,255     28,644     31,899         2010     30  
1946   Louisville   KY         430     6,125         430     6,125     6,555         2010     30  
1324   Haverhill   MA         800     8,537     976     800     9,513     10,313     (1,034 )   2007     40  
1213   Columbia   MD         1,115     3,206     829     1,115     4,035     5,150     (579 )   2006     34  
0361   Glen Burnie   MD         670     5,085         670     5,085     5,755     (1,695 )   1999     35  
1052   Towson   MD             14,233     3,503         17,736     17,736     (3,831 )   2006     40  
0240   Minneapolis   MN         117     13,213     724     117     13,788     13,905     (5,005 )   1997     32  
0300   Minneapolis   MN     2,140     160     10,131     2,360     160     12,157     12,317     (3,869 )   1997     35  
0428   St. Louis/Shrews   MO         1,650     3,767     447     1,650     4,214     5,864     (1,494 )   1999     35  
1059   Jackson   MS             8,869     7         8,876     8,876     (944 )   2006     40  
1060   Jackson   MS     6,159         7,187     2,160         9,347     9,347     (1,067 )   2006     40  
1078   Jackson   MS             8,413     668         9,081     9,081     (999 )   2006     40  
1068   Omaha   NE     14,234         16,243     228         16,471     16,471     (1,818 )   2006     40  
0729   Albuquerque   NM             5,380     162         5,542     5,542     (760 )   2005     39  
0348   Elko   NV         55     2,637         55     2,637     2,692     (897 )   1999     35  
0571   Las Vegas   NV                 17,727         17,329     17,329     (3,111 )   2003     40  
0660   Las Vegas   NV     3,635     1,121     4,363     2,330     1,121     6,643     7,764     (1,138 )   2000     34  
0661   Las Vegas   NV     3,790     2,125     4,829     1,831     2,225     6,450     8,675     (1,015 )   2000     34  
0662   Las Vegas   NV     7,248     3,480     12,305     2,230     3,480     14,286     17,766     (2,085 )   2000     34  
0663   Las Vegas   NV     1,047     1,717     3,597     1,688     1,717     5,285     7,002     (1,047 )   2000     34  
0664   Las Vegas   NV     2,133     1,172     1,550     314     1,172     1,770     2,942     (265 )   2000     34  
0691   Las Vegas   NV         3,244     18,339     1,478     3,273     19,743     23,016     (4,755 )   2004     30  
1285   Cleveland   OH         823     2,726     353     853     3,049     3,902     (846 )   2006     40  
0400   Harrison   OH             4,561     150         4,711     4,711     (1,455 )   1999     35  
1054   Durant   OK         619     9,256     1,125     651     10,349     11,000     (1,075 )   2006     40  
0817   Owasso   OK             6,582     561         7,143     7,143     (1,371 )   2005     40  
0404   Roseburg   OR             5,707             5,707     5,707     (1,743 )   1999     35  
0252   Clarksville   TN         765     4,184         765     4,184     4,949     (1,523 )   1998     35  
0624   Hendersonville   TN         256     1,530     528     256     2,058     2,314     (447 )   2000     34  
0559   Hermitage   TN         830     5,036     4,523     830     9,541     10,371     (1,966 )   2003     35  
0561   Hermitage   TN         596     9,698     1,249     596     10,610     11,206     (2,212 )   2003     37  
0562   Hermitage   TN         317     6,528     1,470     317     7,862     8,179     (1,578 )   2003     37  
0154   Knoxville   TN         700     4,559     471     700     5,030     5,730     (1,943 )   1994     *  
0409   Murfreesboro   TN         900     12,706         900     12,706     13,606     (3,995 )   1999     35  
0625   Nashville   TN     9,476     955     14,289     1,001     955     15,273     16,228     (2,177 )   2000     34  
0626   Nashville   TN     3,901     2,050     5,211     779     2,050     5,979     8,029     (866 )   2000     34  
0627   Nashville   TN     553     1,007     181     397     1,007     558     1,565     (66 )   2000     34  
0628   Nashville   TN     5,524     2,980     7,164     487     2,980     7,651     10,631     (969 )   2000     34  
0630   Nashville   TN     558     515     848     157     528     992     1,520     (108 )   2000     34  
0631   Nashville   TN         266     1,305     517     266     1,770     2,036     (287 )   2000     34  
0632   Nashville   TN         827     7,642     1,459     827     9,093     9,920     (1,248 )   2000     34  
0633   Nashville   TN     9,974     5,425     12,577     2,275     5,425     14,852     20,277     (1,989 )   2000     34  
0634   Nashville   TN     9,119     3,818     15,185     2,102     3,818     17,216     21,034     (2,646 )   2000     34  
0636   Nashville   TN     455     583     450         583     450     1,033     (55 )   2000     34  
0573   Arlington   TX     8,895     769     12,355     1,246     769     13,535     14,304     (1,744 )   2003     34  
0576   Conroe   TX     2,905     324     4,842     1,245     324     6,074     6,398     (1,174 )   2000     34  
0577   Conroe   TX     5,343     397     7,966     1,031     397     8,997     9,394     (1,353 )   2000     34  
0578   Conroe   TX     5,583     388     7,975     86     388     8,061     8,449     (922 )   2000     37  
0579   Conroe   TX     1,826     188     3,618     64     188     3,682     3,870     (463 )   2000     34  
0581   Corpus Christi   TX         717     8,181     1,922     717     10,062     10,779     (1,715 )   2000     34  
0600   Corpus Christi   TX         328     3,210     1,592     328     4,802     5,130     (879 )   2000     34  
0601   Corpus Christi   TX         313     1,771     352     313     2,123     2,436     (356 )   2000     34  
0582   Dallas   TX     5,492     1,664     6,785     1,260     1,664     7,983     9,647     (1,248 )   2000     34  
1314   Dallas   TX         15,230     162,971     3,713     15,230     166,684     181,914     (19,180 )   2007     35  
0583   Fort Worth   TX     3,030     898     4,866     1,140     898     5,992     6,890     (872 )   2000     34  
0805   Fort Worth   TX     2,083         2,481     478     2     2,922     2,924     (629 )   2005     25  
0806   Fort Worth   TX     4,260         6,070     (46 )   5     6,019     6,024     (843 )   2005     40  

F-61


Table of Contents


HCP, Inc.

Schedule III: Real Estate and Accumulated Depreciation (Continued)

December 31, 2010

(Dollars in thousands)

 
   
   
   
   
   
   
  Gross Amount at Which Carried
As of December 31, 2010
   
   
   
 
 
   
   
   
  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, 2010(1)
  Land   Buildings and
Improvements
  Land   Buildings and
Improvements
  Total(2)   Accumulated
Depreciation
  Year
Acquired/
Constructed
 
1061   Granbury   TX             6,863     80         6,943     6,943     (754 )   2006     40  
0430   Houston   TX     8,361     1,927     33,140     589     1,927     33,589     35,516     (10,722 )   1999     35  
0446   Houston   TX         2,200     19,585     1,962     2,203     19,105     21,308     (10,115 )   1999     17  
0586   Houston   TX         1,033     3,165     710     1,033     3,826     4,859     (586 )   2000     34  
0589   Houston   TX     10,100     1,676     12,602     1,556     1,706     14,108     15,814     (2,130 )   2000     34  
0670   Houston   TX     1,932     257     2,884     380     283     3,219     3,502     (436 )   2000     35  
0702   Houston   TX             7,414     851     7     8,237     8,244     (1,177 )   2004     36  
1044   Houston   TX             4,838     3,132         7,970     7,970     (1,177 )   2006     40  
0590   Irving   TX     5,745     828     6,160     1,110     828     7,243     8,071     (899 )   2000     34  
0700   Irving   TX             8,550     2,769         11,319     11,319     (1,404 )   2004     34  
1202   Irving   TX     6,953     1,604     16,107     472     1,604     16,579     18,183     (1,800 )   2006     40  
1207   Irving   TX     6,286     1,955     12,793     87     1,986     12,849     14,835     (1,371 )   2006     40  
1062   Lancaster   TX         162     3,830     283     162     4,113     4,275     (531 )   2006     39  
0591   Lewisville   TX     5,366     561     8,043     127     561     8,143     8,704     (1,019 )   2000     34  
0144   Longview   TX         102     7,998     244     102     8,242     8,344     (3,020 )   1992     45  
0143   Lufkin   TX         338     2,383     40     338     2,423     2,761     (866 )   1992     45  
0568   McKinney   TX         541     6,217     275     541     6,159     6,700     (1,309 )   2003     36  
0569   McKinney   TX             636     7,487         7,756     7,756     (1,492 )   2003     40  
0596   Nassau Bay   TX     5,612     812     8,883     743     812     9,579     10,391     (1,189 )   2000     37  
1079   North Richland Hills   TX             8,942     344         9,286     9,286     (1,155 )   2006     40  
0142   Pampa   TX         84     3,242     512     84     3,754     3,838     (1,291 )   1992     45  
1048   Pearland   TX     6,672         4,014     3,651         7,665     7,665     (1,043 )   2006     40  
0447   Plano   TX         1,700     7,810     921     1,704     8,268     9,972     (3,416 )   1999     *  
0597   Plano   TX     7,891     1,210     9,588     1,352     1,210     10,896     12,106     (1,575 )   2000     34  
0672   Plano   TX     10,166     1,389     12,768     864     1,389     13,632     15,021     (1,948 )   2002     36  
1284   Plano   TX         2,049     18,793     1,005     2,087     18,972     21,059     (3,504 )   2006     40  
1286   Plano   TX         3,300             3,300         3,300         2006     N/A  
0815   San Antonio   TX             9,193     624     12     9,775     9,787     (1,519 )   2006     35  
0816   San Antonio   TX     4,829         8,699     522         9,190     9,190     (1,431 )   2006     35  
0598   Sugarland   TX     3,977     1,078     5,158     807     1,084     5,921     7,005     (879 )   2000     34  
1081   Texarkana   TX         1,117     7,423     195     1,177     7,558     8,735     (856 )   2006     40  
0599   Texas City   TX     6,502         9,519     157         9,676     9,676     (1,118 )   2000     37  
0152   Victoria   TX         125     8,977         125     8,977     9,102     (3,206 )   1994     45  
1591   San Antonio   TX             7,309     102         7,411     7,411     (102 )   2010     30  
1592   Bountiful   UT     5,320     999     7,426         999     7,426     8,425     (103 )   2010     30  
0169   Bountiful   UT         276     5,237     186     276     5,423     5,699     (1,792 )   1995     45  
0346   Castle Dale   UT         50     1,818     63     50     1,881     1,931     (639 )   1998     35  
0347   Centerville   UT     47     300     1,288     191     300     1,479     1,779     (512 )   1999     35  
0350   Grantsville   UT         50     429     39     50     468     518     (155 )   1999     35  
0469   Kaysville   UT         530     4,493     135     530     4,628     5,158     (931 )   2001     43  
0456   Layton   UT         371     7,073     319     389     7,332     7,721     (2,041 )   2001     35  
0359   Ogden   UT     67     180     1,695     121     180     1,764     1,944     (590 )   1999     35  
1283   Ogden   UT         106     4,464     310     106     4,353     4,459     (395 )   2006     40  
0357   Orem   UT         337     8,744     1,047     306     9,092     9,398     (3,163 )   1999     35  
0371   Providence   UT         240     3,876     171     240     3,787     4,027     (1,239 )   1999     35  
0353   Salt Lake City   UT         190     779     62     201     830     1,031     (285 )   1999     35  
0355   Salt Lake City   UT         180     14,792     425     180     15,168     15,348     (5,200 )   1999     35  
0467   Salt Lake City   UT         3,000     7,541     323     3,007     7,812     10,819     (1,874 )   2001     38  
0566   Salt Lake City   UT         509     4,044     605     509     4,515     5,024     (911 )   2003     37  
0354   Salt Lake City   UT         220     10,732     502     220     11,060     11,280     (3,794 )   1999     35  
0358   Springville   UT         85     1,493     83     85     1,576     1,661     (537 )   1999     35  
0482   Stansbury   UT     2,097     450     3,201     260     450     3,412     3,862     (707 )   2001     45  
0351   Washington Terrace   UT             4,573     1,431         5,652     5,652     (1,606 )   1999     35  
0352   Washington Terrace   UT             2,692     128         2,554     2,554     (901 )   1999     35  
0495   West Valley   UT         410     8,266     1,002     410     9,268     9,678     (2,264 )   2002     35  
0349   West Valley   UT         1,070     17,463     76     1,070     17,539     18,609     (5,941 )   1999     35  
1208   Fairfax   VA         8,396     16,710     1,047     8,402     17,751     26,153     (2,793 )   2006     28  
0572   Reston   VA             11,902     (876 )       11,026     11,026     (2,137 )   2003     43  
0448   Renton   WA             18,724     1,068         19,251     19,251     (6,022 )   1999     35  
0781   Seattle   WA             52,703     2,312         52,359     52,359     (8,782 )   2004     39  
0782   Seattle   WA             24,382     2,080     21     25,674     25,695     (4,566 )   2004     36  
0783   Seattle   WA             5,625     874         6,451     6,451     (3,541 )   2004     10  
0785   Seattle   WA             7,293     893         7,479     7,479     (1,528 )   2004     33  
1385   Seattle   WA             38,925     181         39,096     39,096     (4,597 )   2007     30  

F-62


Table of Contents


HCP, Inc.

Schedule III: Real Estate and Accumulated Depreciation (Continued)

December 31, 2010

(Dollars in thousands)

 
   
   
   
   
   
   
  Gross Amount at Which Carried
As of December 31, 2010
   
   
   
 
 
   
   
   
  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, 2010(1)
  Land   Buildings and
Improvements
  Land   Buildings and
Improvements
  Total(2)   Accumulated
Depreciation
  Year
Acquired/
Constructed
 
0884   Mexico City   DF         415     3,739     374     357     4,171     4,528     (428 )   2006     40  
                                                       
            $ 362,367   $ 191,865   $ 1,761,822   $ 213,564   $ 193,442   $ 1,945,361   $ 2,138,803   $ (366,329 )            
                                                       
Post-acute/skilled nursing                                                                  
0012   Livermore   CA   $   $ 610   $ 1,711   $ 1,125   $ 610   $ 2,836   $ 3,446   $ (2,778 )   1985     25  
0315   Perris   CA         336     3,021         336     3,021     3,357     (1,332 )   1998     25  
0237   Vista   CA         653     6,012     90     653     6,102     6,755     (2,886 )   1997     25  
0002   Fort Collins   CO         499     1,913     1,455     499     3,210     3,709     (3,208 )   1985     25  
0018   Morrison   CO         1,429     5,464     4,020     1,429     8,761     10,190     (8,519 )   1985     24  
0280   Statesboro   GA         168     1,508         168     1,508     1,676     (688 )   1992     25  
0297   Rexburg   ID         200     5,310         200     5,310     5,510     (2,053 )   1998     35  
0378   Anderson   IN         500     4,724     1,733     500     6,057     6,557     (1,664 )   1999     35  
0384   Angola   IN         130     2,900         130     2,900     3,030     (925 )   1999     35  
0385   Fort Wayne   IN         200     4,150     2,667     200     6,817     7,017     (1,557 )   1999     38  
0386   Fort Wayne   IN         140     3,760         140     3,760     3,900     (1,200 )   1999     35  
0387   Huntington   IN         30     2,970     338     30     3,308     3,338     (973 )   1999     35  
0373   Kokomo   IN         250     4,622     1,295     250     5,653     5,903     (1,209 )   1999     45  
0454   New Albany   IN         230     6,595         230     6,595     6,825     (1,837 )   2001     35  
0484   Tell City   IN         95     6,208     1,301     95     7,509     7,604     (1,465 )   2001     45  
0688   Cynthiana   KY         192     4,875         192     4,875     5,067     (717 )   2004     40  
0071   Mayfield   KY         218     2,797         218     2,797     3,015     (1,700 )   1986     40  
0298   Franklin   LA         405     3,424         405     3,424     3,829     (1,531 )   1998     25  
0299   Morgan City   LA         203     2,050         203     2,050     2,253     (916 )   1998     25  
0017   Westborough   MA         858     2,975     2,893     858     5,868     6,726     (3,513 )   1985     30  
0388   Las Vegas   NV         1,300     3,950         1,300     3,950     5,250     (1,260 )   1999     35  
0389   Las Vegas   NV         1,300     5,800         1,300     5,800     7,100     (1,850 )   1999     35  
0390   Fairborn   OH         250     4,850         250     4,850     5,100     (1,547 )   1999     35  
0391   Georgetown   OH         130     4,970         130     4,970     5,100     (1,586 )   1999     35  
0063   Marion   OH         218     2,971         218     2,971     3,189     (2,328 )   1986     30  
0038   Newark   OH         400     8,588         400     8,588     8,988     (5,774 )   1986     35  
0392   Port Clinton   OH         370     3,630         370     3,630     4,000     (1,158 )   1999     35  
0393   Springfield   OH         250     3,950     2,113     250     6,063     6,313     (1,366 )   1999     35  
0394   Toledo   OH         120     5,130         120     5,130     5,250     (1,637 )   1999     35  
0395   Versailles   OH         120     4,980         120     4,980     5,100     (1,589 )   1999     35  
0695   Carthage   TN         129     2,406         129     2,225     2,354     (408 )   2004     35  
0054   Loudon   TN         26     3,879         26     3,873     3,899     (2,650 )   1986     35  
0047   Maryville   TN         160     1,472         160     1,468     1,628     (797 )   1986     45  
0048   Maryville   TN         307     4,376         307     4,369     4,676     (2,295 )   1986     45  
0285   Fort Worth   TX         243     2,036     269     243     2,305     2,548     (1,045 )   1998     25  
0296   Ogden   UT         250     4,685         250     4,685     4,935     (1,809 )   1998     35  
0681   Fishersville   VA         751     7,734         751     7,220     7,971     (1,209 )   2004     40  
0682   Floyd   VA         309     2,263         309     2,263     2,572     (866 )   2004     25  
0689   Independence   VA         206     8,366         206     7,810     8,016     (1,285 )   2004     40  
0683   Newport News   VA         535     6,192         535     6,192     6,727     (1,430 )   2004     40  
0684   Roanoke   VA         586     7,159         586     6,696     7,282     (1,120 )   2004     40  
0685   Staunton   VA         422     8,681         422     8,136     8,558     (1,359 )   2004     40  
0686   Williamsburg   VA         699     4,886         699     4,886     5,585     (1,169 )   2004     40  
0690   Windsor   VA         319     7,543         319     7,018     7,337     (1,155 )   2004     40  
0687   Woodstock   VA         603     5,395     5     605     4,987     5,592     (837 )   2004     40  
                                                       
            $   $ 17,349   $ 202,881   $ 19,304   $ 17,351   $ 217,426   $ 234,777   $ (80,200 )            
                                                       
Hospital                                                                  
0126   Little Rock   AR   $   $ 709   $ 9,604   $   $ 709   $ 9,602   $ 10,311   $ (4,293 )   1990     45  
0113   Peoria   AZ         1,565     7,050         1,565     7,050     8,615     (3,249 )   1988     45  
1038   Fresno   CA         3,652     29,113     1,952     3,652     31,065     34,717     (3,223 )   2006     40  
0423   Irvine   CA         18,000     70,800         18,000     70,800     88,800     (22,595 )   1999     35  
0127   Colorado Springs   CO         690     8,338         690     8,338     9,028     (3,696 )   1989     45  
0425   Palm Beach Garden   FL         4,200     58,250         4,200     58,250     62,450     (18,586 )   1999     35  
0426   Roswell   GA         6,900     55,300         6,900     54,859     61,759     (17,557 )   1999     35  
0887   Atlanta   GA         4,300     13,690         4,300     13,690     17,990     (3,659 )   2007     40  
0112   Overland Park   KS         2,316     10,681         2,316     10,681     12,997     (5,096 )   1989     45  
0877   Slidell   LA         1,490     22,034         1,490     22,034     23,524     (3,097 )   2006     40  
1383   Baton Rouge   LA         690     8,545     87     690     8,632     9,322     (871 )   2007     40  
0429   Hickory   NC         2,600     69,900         2,600     69,900     72,500     (22,301 )   1999     35  

F-63


Table of Contents


HCP, Inc.

Schedule III: Real Estate and Accumulated Depreciation (Continued)

December 31, 2010

(Dollars in thousands)

 
   
   
   
   
   
   
  Gross Amount at Which Carried
As of December 31, 2010
   
   
   
 
 
   
   
   
  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, 2010(1)
  Land   Buildings and
Improvements
  Land   Buildings and
Improvements
  Total(2)   Accumulated
Depreciation
  Year
Acquired/
Constructed
 
0886   Dallas   TX         1,820     8,508     26     1,820     8,534     10,354     (1,542 )   2007     40  
1319   Dallas   TX         18,840     138,235     1,091     18,840     139,326     158,166     (15,458 )   2007     35  
1384   Plano   TX         6,290     22,686     1,374     6,290     24,060     30,350     (2,196 )   2007     25  
0084   San Antonio   TX         1,990     11,184         1,990     11,174     13,164     (5,609 )   1987     45  
0885   Greenfield   WI         620     9,542         620     9,542     10,162     (1,465 )   2006     40  
                                                       
            $   $ 76,672   $ 553,460   $ 4,530   $ 76,672   $ 557,537   $ 634,209   $ (134,493 )            
                                                       
Total continuing operations
    properties
      $ 1,151,683   $ 1,571,167   $ 7,798,404   $ 612,989   $ 1,573,984   $ 8,350,203   $ 9,924,187   $ (1,249,369 )            
                                                       
Corporate and other assets         84,096         2,729     3,950         3,719     3,719     (1,773 )            
                                                       
Total       $ 1,235,779   $ 1,571,167   $ 7,801,133   $ 616,939   $ 1,573,984   $ 8,353,922   $ 9,927,906   $ (1,251,142 )            
                                                       

*
Property is in development and not yet placed in service or taken out of service and placed in redevelopment.

(1)
At December 31, 2010, $84.1 million of mortgage debt encumbered assets accounted for as direct financing leases, which are excluded from Schedule III above.

(2)
At December 31, 2010, the tax basis of the Company's net assets is less than the reported amounts by approximately $1.6 billion.

 
  Year ended December 31,  
 
  2010   2009   2008  

Real estate:

                   
 

Balances at beginning of year

  $ 9,586,160   $ 9,449,754   $ 9,341,868  
 

Acquisition of real state, development and improvements

    377,354     119,221     194,325  
 

Disposition of real estate

    (61,139 )   (60,134 )   (523,687 )
 

Impairments

            (1,573 )
 

Balances associated with changes in reporting presentation(1)

    25,531     77,319     438,821  
               
 

Balances at end of year

  $ 9,927,906   $ 9,586,160   $ 9,449,754  
               

Accumulated depreciation:

                   
 

Balances at beginning of year

  $ 1,035,474   $ 795,904   $ 576,044  
 

Depreciation expense

    261,734     249,350     234,284  
 

Disposition of real estate

    (27,123 )   (25,925 )   (112,738 )
 

Balances associated with changes in reporting presentation(1)

    (18,943 )   16,145     98,314  
               
 

Balances at end of year

  $ 1,251,142   $ 1,035,474   $ 795,904  
               

(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, 2010.

F-64