8-K

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

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

July 24, 2012
Date of Report (Date of earliest event reported)

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

Maryland
(State of Incorporation) 001-08895
(Commission File Number) 33-0091377
(IRS Employer Identification Number)

3760 Kilroy Airport Way
Suite 300
Long Beach, California 90806
(Address of principal executive offices) (Zip Code)

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

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01    Other Events.

        HCP, Inc. (the "Company"), a Maryland corporation, is re-issuing the historical financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2011 (the "2011 Form 10-K"), to reflect as discontinued operations additional entities that were presented as discontinued operations during the three months ended March 31, 2012 in accordance with the requirements of Financial Accounting Standards Board ("FASB") Accounting Standards Codification 205-20, Discontinued Operations.

        In accordance with the Financial Accounting Standards Board Accounting Standards Update No. 2011-05, Presentation of Comprehensive Income, the Company has elected to present consolidated statements of income followed consecutively by consolidated statements of comprehensive income.

        These reclassification adjustments have no effect on the Company's reported net income attributable to common shares or funds from operations. As a result of the changes discussed above, this Current Report on Form 8-K updates the following information included in Items 6, 7, 7A and 8 of the 2011 Form 10-K:

•

Selected Financial Data included in Item 6 of the 2011 Form 10-K

•

Management's Discussion and Analysis of Financial Condition and Results of Operations included in Item 7 of the 2011 Form 10-K

•

Quantitative and Qualitative Disclosures About Market Risk included in Item 7A of the 2011 Form 10-K

•

Financial Statements and Supplementary Data included in Item 8 of the 2011 Form 10-K

        No attempt has been made to update matters in the 2011 Form 10-K for any other activities or events occurring after the original filing date except to the extent expressly provided herein. The information provided in this Current Report on Form 8-K should be read in conjunction with the portions of the 2011 Form 10-K not subject to the updates described herein and the Company's filings made with the Securities and Exchange Commission subsequent to the filing of the 2011 Form 10-K, including the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, and the Company's Current Reports on Form 8-K.

Item 9.01    Financial Statements and Exhibits.

(a)

Financial Statements of Businesses Acquired.

        The audited financial statements of HCR Properties, LLC ("HCR ManorCare PropCo") as of December 31, 2010 and 2009 and for the three years in the period ended December 31, 2010, and its unaudited financial statements as of and for the three months ended March 31, 2011 are filed herewith as Exhibits 99.2 and 99.3, respectively, and incorporated in this Item 9.01(a) by reference.

(b)

Pro Forma Financial Information.

        The unaudited pro forma condensed consolidated statement of operations of HCP, Inc. for the year ended December 31, 2011, giving effect to the acquisition of HCR ManorCare PropCo and the purchase of an interest in the operations of HCR ManorCare, Inc., is filed herewith as Exhibit 99.4 and incorporated in this Item 9.01(b) by reference.

2

(d)

Exhibits.    The following exhibits are being filed herewith:

No.		Description
	23.1	Consent of Ernst & Young LLP
	23.2	Consent of Deloitte & Touche LLP
	23.3	Consent of Ernst & Young LLP
	99.1	HCP, Inc.'s updated Selected Financial Data, Management's Discussion and Analysis of Financial Condition and Results of Operations, Quantitative and Qualitative Disclosures About Market Risk, and Financial Statements and Supplementary Data
	99.2	HCR ManorCare PropCo audited financial statements as of December 31, 2010 and 2009 and for the three years in the period ended December 31, 2010
	99.3	HCR ManorCare PropCo unaudited financial statements as of and for the three months ended March 31, 2011
	99.4	HCP, Inc.'s unaudited pro forma condensed consolidated financial statement for the year ended December 31, 2011
	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

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 24, 2012

HCP, Inc. (Registrant)
By:	/s/ Timothy M. Schoen Timothy M. Schoen Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

No.		Description
	23.1	Consent of Ernst & Young LLP
	23.2	Consent of Deloitte & Touche LLP
	23.3	Consent of Ernst & Young LLP
	99.1	HCP, Inc.'s updated Selected Financial Data, Management's Discussion and Analysis of Financial Condition and Results of Operations, Quantitative and Qualitative Disclosures About Market Risk, and Financial Statements and Supplementary Data
	99.2	HCR ManorCare PropCo audited financial statements as of December 31, 2010 and 2009 and for the three years in the period ended December 31, 2010
	99.3	HCR ManorCare PropCo unaudited financial statements as of and for the three months ended March 31, 2011
	99.4	HCP, Inc.'s unaudited pro forma condensed consolidated financial statement for the year ended December 31, 2011
	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

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Item 8.01 Other Events.
Item 9.01 Financial Statements and Exhibits.

SIGNATURES
EXHIBIT INDEX

EX-23.1

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

        We consent to the incorporation by reference in the following Registration Statements of HCP, Inc. and in the related Prospectuses and Prospectus Supplements of our report dated February 12, 2010 (except for the Consolidated Statement of Income, the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Equity, the Consolidated Statement of Cash Flows, renumbered Note 5 "Dispositions of Real Estate and Discontinued Operations", Note 12 "Commitments and Contingencies", Note 14 "Segment Disclosures", Note 19 "Earnings per Common Share", and "Schedule III: Real Estate and Accumulated Depreciation", as to which the date is July 24, 2012), with respect to the consolidated financial statements and schedules (Schedule II: Valuation and Qualifying Accounts and Schedule III: Real Estate and Accumulated Depreciation) of HCP, Inc. for the year ended December 31, 2009, included in this Current Report (Form 8-K).

•

Form S-3ASR, File No. 333-161721, related to the unspecified indeterminate shelf registration of common stock, preferred stock, depository shares, debt securities, warrants or other rights, stock purchase contracts and units;

•

Form S-8, File No. 333-161720, related to the registration of additional securities related to the 2006 Performance Incentive Plan;

•

Form S-8, File No. 333-90353, related to the American Health Properties, Inc. 1994 Stock Incentive Plan, American Health Properties, Inc. Nonqualified Stock Option Plan For Nonemployee Directors, American Health Properties, Inc. 1990 Stock Incentive Plan and American Health Properties, Inc. 1988 Stock Option Plan;

•

Form S-8, File No. 333-54784, related to the 2000 Stock Incentive Plan;

•

Form S-8, File No. 333-54786, related to the Amended Stock Incentive Plan, the Second Amended and Restated Stock Incentive Plan and the Second Amended and Restated Directors Stock Incentive Plan;

•

Form S-8, File No. 333-135679, related to the Health Care Property Investors, Inc. 2006 Performance Incentive Plan;

•

Form S-3, File No. 333-99067, related to the registration of 1,477,786 shares of common stock (as adjusted to reflect HCP, Inc.'s two-for-one stock split on March 2, 2004) to be issued and resold upon conversion of non-managing member interests in HCPI/Utah II, LLC;

•

Form S-3, File No. 333-99063, related to the registration of 320,052 shares of common stock (as adjusted to reflect HCP, Inc.'s two-for-one stock split on March 2, 2004) to be issued and resold upon conversion of non-managing member interests in HCPI/Utah, LLC;

•

Form S-3, File No. 333-95487, related to the registration of 1,186,494 shares of common stock (as adjusted to reflect HCP, Inc.'s two-for-one stock split on March 2, 2004) to be issued and resold upon conversion of non-managing member interests in HCPI/Utah, LLC;

•

Form S-3, File No. 333-122456, related to the registration of 554,890 shares of common stock to be issued and resold upon conversion of non-managing member interests in HCPI/Utah II, LLC;

•

Form S-3, File No. 333-119469, related to the registration of 2,129,078 shares of common stock to be issued and resold upon conversion of non-managing member interests in HCPI/Tennessee, LLC; and

•

Form S-3, File No. 333-124922, related to the registration of 53,602 shares of common stock to be resold upon conversion of non-managing member interests in HCPI/Utah, LLC.

/s/ ERNST & YOUNG LLP

Irvine, California
July 24, 2012

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

EX-23.2

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Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

        We consent to the incorporation by reference in the following Registration Statements and in the related Prospectuses of our report dated February 14, 2012 (July 24, 2012 as to the changes in the accounting policies described in Note 2 and the effects of discontinued operations as described in Note 5), with respect to the consolidated financial statements and financial statement schedules of HCP, Inc. (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the adoption of Accounting Standards Update No. 2011-05, Presentation of Comprehensive Income), appearing in this Current Report on Form 8-K dated July 24, 2012:

•

Form S-3ASR, File No. 333-161721, related to the unlimited shelf registration of common stock, preferred stock, depository shares, debt securities, warrants or other rights, stock purchase contracts and units;

•

Form S-8, File No. 333-161720, related to the registration of additional securities related to the 2006 Performance Incentive Plan;

•

Form S-8, File No. 333-90353, related to the American Health Properties, Inc. 1994 Stock Incentive Plan, American Health Properties, Inc. Nonqualified Stock Option Plan For Nonemployee Directors, American Health Properties, Inc. 1990 Stock Incentive Plan and American Health Properties, Inc. 1988 Stock Option Plan;

•

Form S-8, File No. 333-54784, related to the 2000 Stock Incentive Plan;

•

Form S-8, File No. 333-54786, related to the Amended Stock Incentive Plan, the Second Amended and Restated Stock Incentive Plan and the Second Amended and Restated Directors Stock Incentive Plan;

•

Form S-8, File No. 333-135679, related to the Health Care Property Investors, Inc. 2006 Performance Incentive Plan;

•

Form S-3. File No. 333-99067, related to the registration of 1,477,786 shares of common stock (as adjusted to reflect HCP, Inc.'s two-for-one stock split on March 2, 2004) to be issued and resold upon conversion of non-managing member interests in HCPI/Utah II, LLC;

•

Form S-3, File No. 333-99063, related to the registration of 320,052 shares of common stock (as adjusted to reflect HCP, Inc.'s two-for-one stock split on March 2, 2004) to be issued and resold upon conversion of non-managing member interests in HCPI/Utah, LLC;

•

Form S-3, File No. 333-95487, related to the registration of 1,186,494 shares of common stock (as adjusted to reflect HCP, Inc.'s two-for-one stock split on March 2, 2004) to be issued and resold upon conversion of non-managing member interests in HCPI/Utah, LLC;

•

Form S-3, File No. 333-122456, related to the registration of 554,890 shares of common stock to be issued and resold upon conversion of non-managing member interests in HCPI/Utah II, LLC;

•

Form S-3, File No. 333-119469, related to the registration of 2,129,078 shares of common stock to be issued and resold upon conversion of non-managing member interests in HCPI/Tennessee, LLC; and

•

Form S-3, File No. 333-124922, related to the registration of 53,602 shares of common stock to be resold upon conversion of non-managing member interests in HCPI/Utah, LLC.

/s/ DELOITTE & TOUCHE LLP

Los Angeles, California
July 24, 2012

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Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

EX-23.3

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Exhibit 23.3

Consent of Independent Auditors

        We consent to the incorporation by reference in the following Registration Statements of HCP, Inc. and in the related Prospectus and Prospectus Supplements of our report dated February 1, 2011, with respect to the consolidated financial statements of HCR Properties, LLC, as of December 31, 2010 and 2009 and for the three years ended December 31, 2010, included in this Current Report (Form 8-K) dated July 24, 2012:

•

Form S-3 ARS, File No. 333-161721, related to the unspecified indeterminate shelf registration of common stock, preferred stock, depository shares, debt securities, warrants or other rights, stock purchase contracts and units;

•

Form S-8, File No. 333-161720, related to the registration of additional securities related to the 2006 Performance Incentive Plan;

•

Form S-8, File No. 333-90353, related to the American Health Properties, Inc. 1994 Stock Incentive Plan, American Health Properties, Inc. Nonqualified Stock Option Plan For Nonemployee Directors, American Health Properties, Inc. 1990 Stock Incentive Plan and American Health Properties, Inc. 1988 Stock Option Plan;

•

Form S-8, File No. 333-54784, related to the 2000 Stock Incentive Plan;

•

Form S-8, File No. 333-54786, related to the Amended Stock Incentive Plan, the Second Amended and Restated Stock Incentive Plan and the Second Amended and Restated Directors Stock Incentive Plan;

•

Form S-8, File No. 333-135679, related to the Health Care Property Investors, Inc. 2006 Performance Incentive Plan;

•

Form S-3, File No. 333-99067, related to the registration of 1,477,786 shares of common stock (as adjusted to reflect HCP, Inc.'s two-for-one stock split on March 2, 2004) to be issued and resold upon conversion of non-managing members interests in HCPI/Utah II, LLC;

•

Form S-3, File No. 333-99063, related to the registration of 320,052 shares of common stock (as adjusted to reflect HCP, Inc.'s two-for-one stock split on March 2, 2004) to be issued and resold upon conversion of non-managing member interests in HCPI/Utah, LLC;

•

Form S-3, File No. 333-95487, related to the registration of 1,186,494 shares of common stock (as adjusted to reflect HCP, Inc.'s two-for-one stock split on March 2, 2004) to be issued and resold upon conversion of non-managing member interests in HCPI/Utah, LLC;

•

Form S-3, File No. 333-122456, related to the registration of 554,890 shares of common stock to be issued and resold upon conversion of non-managing member interests in HCPI/Utah II, LLC;

•

Form S-3, File No. 333-119469, related to the registration of 2,129,078 shares of common stock to be issued and resold upon conversion of non-managing member interests in HCPI/Tennessee, LLC; and

•

Form S-3, File No. 333-124922, related to the registration of 53,602 shares of common stock to be issued and resold upon conversion of non-managing member interests in HCPI/Utah, LLC.

	/s/ ERNST & YOUNG LLP
Toledo, Ohio July 24, 2012

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Exhibit 23.3

EX-99.1

Exhibit 99.1

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, 2011.

	Year Ended December 31,(1)(2)
	2011(3)		2010		2009(3)		2008		2007
	(Dollars in thousands, except per share data)
Income statement data:
Total revenues	$	1,724,798	$	1,252,875	$	1,146,185	$	1,136,511	$	938,119
Income from continuing operations		549,955		320,462		102,659		227,887		131,430
Net income applicable to common shares		515,302		307,498		109,069		425,368		565,080
Income from continuing operations applicable to common shares:
Basic earnings per common share		1.28		0.93		0.24		0.77		0.40
Diluted earnings per common share		1.28		0.92		0.24		0.77		0.40
Net income applicable to common shares:
Basic earnings per common share		1.29		1.01		0.40		1.79		2.72
Diluted earnings per common share		1.29		1.00		0.40		1.79		2.70
Balance sheet data:
Total assets		17,408,475		13,331,923		12,209,735		11,849,826		12,521,772
Debt obligations(4)		7,722,619		4,646,345		5,656,143		5,937,456		7,510,907
Total equity		9,220,622		8,146,047		5,958,609		5,407,840		4,442,980
Other data:
Dividends paid		787,689		590,735		517,072		457,643		393,566
Dividends paid per common share		1.92		1.86		1.84		1.82		1.78

(1)

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

(2)

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

•

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

•

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

•

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

•

On December 21, 2007, we made an investment in HCR ManorCare mezzanine loans.

•

On August 1, 2007, we completed our acquisitions of Slough Estates USA, Inc.

•

On October 5, 2006, we completed our mergers with CNL Retirement Properties, Inc. and CNL Retirement Corp.

(3)

On November 9, 2011, we entered into an agreement with Ventas to settle all remaining claims relating to Ventas's litigation against HCP arising out of Ventas's 2007 acquisition of Sunrise Senior Living REIT. We paid $125 million to Ventas, which was recorded as litigation settlement

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expense for the year ended December 31, 2011. On September 4, 2009, a jury returned a verdict in favor of Ventas in an action brought against us. The jury awarded Ventas approximately $102 million in compensatory damages, which we recorded as a litigation provision expense during the year ended December 31, 2009.

(4)

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

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:

(a)

Changes in national and local economic conditions, including a prolonged period of weak economic growth;



(b)

Continued volatility in the capital markets, including changes in interest rates and the availability and cost of capital;



(c)

The ability of the Company to manage its indebtedness level and changes in the terms of such indebtedness;



(d)

Changes in federal, state or local laws and regulations, including those affecting the healthcare industry that affect our costs of compliance or increase the costs, or otherwise affect the operations of our operators, tenants and borrowers;



(e)

The potential impact of future litigation matters, including the possibility of larger than expected litigation costs, adverse results and related developments;



(f)

Competition for tenants and borrowers, including with respect to new leases and mortgages and the renewal or rollover of existing leases;



(g)

The ability of the Company to negotiate the same or better terms with new tenants or operators if existing leases are not renewed or the Company exercises its right to replace an existing operator or tenant upon default;



(h)

Availability of suitable properties to acquire at favorable prices and the competition for the acquisition and financing of those properties;

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(i)

The financial, legal, regulatory and reputational difficulties of significant operators of our properties;



(j)

The risk that we may not be able to achieve the benefits of investments within expected time-frames or at all, or within expected cost projections;



(k)

The ability to obtain financing necessary to consummate acquisitions on favorable terms;



(l)

Changes in the reimbursement available to our operators, tenants and borrowers by governmental or private payors (including the July 2011 Centers for Medicare & Medicaid Services (CMS) final rule reducing Medicare skilled nursing facility (SNF) Prospective Payment System (PPS) payments in FY 2012 by 11.1% compared to FY 2011) and other potential changes in Medicare and Medicaid payment levels, which, among other effects, could negatively impact the value of our approximate 10% equity interest in the operations of HCR ManorCare;



(m)

The risks associated with the Company's investments in joint ventures and unconsolidated entities, including its lack of sole decision-making authority and its reliance on its joint venture partners' financial condition and continued cooperation;



(n)

The ability of our operators, tenants and borrowers to conduct their respective businesses in a manner sufficient to maintain or increase their revenues and to generate sufficient income to make rent and loan payments to us and our ability to recover investments made, if applicable, in their operations; and



(o)

The financial weakness of some operators and tenants, including potential bankruptcies and downturns in their businesses, which results in uncertainties regarding our ability to continue to realize the full benefit of such operators' and/or tenants' leases.

        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

•

2011 Transaction Overview

•

Dividends

•

Critical Accounting Policies

•

Results of Operations

•

Liquidity and Capital Resources

•

Non-GAAP Financial Measure—Funds from Operations

•

Off-Balance Sheet Arrangements

•

Contractual Obligations

•

Inflation

•

Recent Accounting Pronouncements

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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, 2011, our portfolio of investments, including properties owned by our Investment Management Platform, consisted of interests in 1,010 facilities.

        Our business strategy is based on three principles: (i) opportunistic investing, (ii) portfolio diversification, and (iii) conservative financing. We actively redeploy capital from investments with lower return potential 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 to grow our business.

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

        We primarily generate revenue by leasing healthcare properties under long-term leases with fixed or inflation indexed escalators. Most of our rents and other earned income from leases are received under triple-net leases or leases that provide for substantial recovery of operating expenses; however, some of our medical office and life science leases are structured as gross or modified gross leases. 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. At December 31, 2011, the contractual maturities in our portfolio of leased assets were 12% through 2014 (measured in dollars of expiring rents).

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

2011 Transaction Overview

HCP Ventures II Purchase

        On January 14, 2011, we acquired our partner's 65% interest in a joint venture that owns 25 senior housing facilities, becoming the sole owner of the portfolio. In connection with the closing of this acquisition, we paid approximately $136 million for the interest and assumed our partner's share of $650 million of Fannie Mae secured debt with a weighted average fixed-rate of 5.66% and weighted average maturity of 5.3 years. At closing, we valued the joint venture's assets at approximately $850 million. The consolidation of HCP Ventures II on January 14, 2011 resulted in a gain of $8 million, which represents the fair value of our 35% interest in excess of our carrying value on the acquisition date.

Genesis Debt Investment Early Payoff

        On April 1, 2011, we received $330.4 million from the early repayment of our debt investments in Genesis HealthCare ("Genesis"). In conjunction with this early repayment, we recognized additional

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interest income of $34.8 million, which represents the unamortized discount and termination fee. These debt investments were acquired in September and October 2010 for $290 million.

HCR ManorCare Acquisition

        On April 7, 2011, we completed our acquisition of substantially all of the real estate assets of privately-owned HCR ManorCare, Inc., for a purchase price of $6.1 billion, for which we replaced the stock consideration to the seller valued at $33.14 per share with cash. We acquired 334 post-acute, skilled nursing and assisted living facilities located in 30 states, with the highest concentrations in Ohio, Pennsylvania, Florida, Illinois and Michigan. A wholly-owned subsidiary of HCR ManorCare operates the facilities pursuant to a long-term, triple-net master lease agreement supported by a guaranty from HCR ManorCare. Additionally, we exercised our option to purchase an interest in the operations of HCR ManorCare for $95 million that represented a 9.9% equity interest at closing.

Strategic Venture With Brookdale Senior Living

        On September 1, 2011, we completed a strategic venture with Brookdale Senior Living, Inc. ("Brookdale") that includes 37 HCP-owned senior living communities previously leased to or operated by Horizon Bay Retirement Living ("Horizon Bay"). As part of this transaction, Brookdale acquired Horizon Bay and: (i) assumed an existing triple-net lease for nine of our communities; (ii) entered into a new triple-net lease related to four of our communities; (iii) assumed Horizon Bay's management of three of our communities, one of which was recently developed by HCP; and (iv) entered into management contracts and a joint venture agreement for a 10% interest in the real estate and operations for 21 of our communities in a structure permitted by RIDEA; these 21 communities were acquired in January 2011 as part of our purchase of HCP Ventures II discussed above.

Other Investment Transactions

        During the year ended December 31, 2011, we made investments of $300 million as follows: (i) acquired four life science facilities for approximately $67 million, including assumed debt of $48 million; (ii) acquired a medical office building for approximately $31 million; (iii) acquired the 20-acre parcel of land situated at the gateway of South San Francisco for $65 million; (iv) acquired a life science development project for $10 million, and (v) funded construction and other capital projects of $127 million, primarily in our life science and medical office segments. During the year ended December 31, 2011, we executed commitments to fund $101 million of senior housing development.

        During the year ended December 31, 2011, we sold three senior housing facilities for $19 million, recognizing gain on sales of real estate of $3.1 million.

Financings

        During the year ended December 31, 2011, in connection with prefunding the HCR ManorCare Acquisition, we completed $3.7 billion in debt and common stock offerings as follows:

•

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%; net proceeds from the offering were $2.37 billion.

•

In March 2011, we completed a $1.273 billion public offering of 34.5 million shares of common stock; net proceeds from the offering were $1.235 billion.

        On March 11, 2011, we entered into a new $1.5 billion unsecured revolving credit facility that replaced the existing facility, which was scheduled to mature in August 2011. Our new facility has a

5

four-year term with a one-year committed extension option. Based on HCP's current credit ratings, the facility bears interest at LIBOR plus 150 basis points and has a facility fee of 30 basis points. We have the right to increase the commitments under the new facility by an aggregate amount of up to $500 million, subject to customary conditions.

Litigation

        On November 9, 2011, we entered into an agreement with Ventas, Inc. to settle all remaining claims relating to Ventas's litigation against HCP arising out of Ventas's 2007 acquisition of Sunrise Senior Living REIT. We paid $125 million to Ventas and incurred a charge during the quarter ended December 31, 2011 for the amount paid. This payment is in addition to the $102.8 million paid to Ventas in August 2011 resulting from the 2009 jury verdict, which was previously accrued in 2009.

Dividends

        Quarterly dividends paid during 2011 aggregated $1.92 per share, which represents a 3.2% increase from 2010. On January 26, 2012, we announced that our Board of Directors declared a quarterly common stock cash dividend of $0.50 per share. The common stock dividend will be paid on February 22, 2012 to stockholders of record as of the close of business on February 6, 2012. Based on the first quarter's dividend, the annualized rate of distribution for 2012 is $2.00, compared with $1.92, which represents a 4.2% 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.

Principles of Consolidation

        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

6

size and seniority of our investment, our ability and the rights of other investors to participate in policy making decisions, replace the manager and/or liquidate the entity, if applicable. Our ability to correctly assess our influence or control over an entity when determining the primary beneficiary of a VIE affects the presentation of these entities in our consolidated financial statements. If we perform a primary beneficiary analysis at a date other than at inception of the variable interest entity, our assumptions may be different and may result in the identification of a different primary beneficiary.

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

Revenue Recognition

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

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

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

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

7

        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 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.

Real Estate

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

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

8

Impairment of Long-Lived Assets and Goodwill

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

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

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

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

Investments in Unconsolidated Joint Ventures

        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. If we determine a decline in the fair value of our investment in an unconsolidated joint venture is below its carrying value is other-than-temporary, an impairment is recorded. The determination of the fair value and as to whether a deficiency in fair value is "other-than-temporary" of investments in unconsolidated joint

9

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

Income Taxes

        As part of the process of preparing our consolidated financial statements, significant management judgment is required to evaluate our compliance with REIT requirements. Our determinations are based on interpretation of tax laws, and our conclusions may have an impact on the income tax expense recognized. Adjustments to income tax expense may be required as a result of: (i) audits conducted by federal, state and local tax authorities, (ii) our ability to qualify as a REIT, (iii) the potential for built-in-gain recognized related to prior-tax-free acquisitions of C corporations, and (iv) changes in tax laws. Adjustments required in any given period are included 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) post-acute/skilled nursing, (iii) life science, (iv) medical office and (v) hospital. Under the senior housing, life science, post-acute/skilled nursing and hospital segments, we invest or co-invest primarily in single operator or tenant properties, through the acquisition and development of real estate, management of operations and by debt issued by operators in these sectors. Under the medical office segment, we invest or co-invest through the acquisition and development of MOBs that are leased under gross, modified gross or triple-net leases, generally to multiple tenants, and which generally require a greater level of property management. The accounting policies of the segments are the same as those described in the summary of significant accounting policies (see Note 2 to the Consolidated Financial Statements).

        On April 7, 2011, we completed our acquisition of substantially all of HCR ManorCare's real estate assets; additionally, we purchased a noncontrolling equity interest in the operations of HCR ManorCare. On January 14, 2011, we acquired our partner's 65% interest in HCP Ventures II that resulted in the consolidation of HCP Ventures II. On September 1, 2011, we entered into management contracts with Brookdale with respect to 21 senior living communities (these 21 communities were acquired in January 2011 as part of our purchase of HCP Ventures II discussed above) that are now in a RIDEA structure. Under the provisions of RIDEA, a REIT may lease "qualified health care properties" on an arm's length basis to a TRS if the property is operated on behalf of such subsidiary by a person who qualifies as an "eligible independent contractor." For our 21 senior housing communities that are now managed by Brookdale that are in a RIDEA structure, the respective resident level revenues and related operating expenses are reported in our consolidated financial statements. See additional information regarding the HCR ManorCare Acquisition, HCP Ventures II purchase and the Brookdale RIDEA transaction in Notes 3, 8 and 12, respectively, to the Consolidated Financial Statements. The results of operations from our HCR ManorCare, HCP Ventures II and Brookdale transactions are reflected in our financial statements from those respective dates.

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

Rental and related revenues.

	Year Ended December 31,				Change
Segments	2011		2010		$			%
	(dollars in thousands)
Senior housing	$	378,141	$	299,232	$	78,909			26	%
Post-acute/skilled nursing		38,003		37,242		761			2
Life science		245,942		237,160		8,782			4
Medical office		272,362		262,276		10,086			4
Hospital		80,832		81,091		(259	)		NM	(1)
Total	$	1,015,280	$	917,001	$	98,279			11	%

(1)

Percentage change not meaningful.

•

Senior housing.  The increase in senior housing rental and related revenues for the year ended December 31, 2011 was primarily related to: (i) a $41.0 million increase as a result of the consolidation of HCP Ventures II on January 14, 2011 (see Note 8 to the Consolidated Financial Statements for additional information), (ii) a $25.8 million increase as a result of increased rental revenues related to the November 1, 2010 transition of 27 communities to Emeritus Corporation that were previously operated by Sunrise and (iii) the additive effects of our senior housing acquisitions during 2010 and other increases from rent escalations and resets.

•

Life science.  The increase in life science rental and related revenues was primarily the result of the additive effect of our life science facility acquisitions during 2010 and 2011.

•

Medical office.  The increase in medical office rental and related revenues was primarily the result of the additive effect of our MOB acquisitions during 2010 and 2011 and increases from rent escalations and resets.

        Resident fees and services.    Resident fees and services for the year ended December 31, 2011 primarily includes revenues from our 21 senior housing communities (consolidated as part of our HCP Ventures II purchase) that are in a RIDEA structure beginning on September 1, 2011 (see Note 12 to the Consolidated Financial Statements for additional information). Resident fees and services for the year ended December 31, 2010 includes $32.6 million of revenues for 27 properties due to the consolidation of four variable interest entities from August 31, 2010 to November 1, 2010 (see Notes 12 and 18 to the Consolidated Financial Statements for additional information regarding these VIEs).

        Income from direct financing leases.    Income from DFLs increased for the year ended December 31, 2011 primarily as a result of our HCR ManorCare Acquisition (see Note 3 to the Consolidated Financial Statements for additional information).

        Interest income.    For the year ended December 31, 2011, interest income decreased $60.3 million to $99.9 million as a result of decreases in income due to the settlement of our HCR ManorCare debt investments in 2011, interest earned from marketable debt securities that were sold in 2010 and interest earned in 2010 from our Cirrus loan that was placed on non-accrual status in 2011; these decreases were partially offset by $34.8 million of prepayment premiums and unamortized discounts recognized in April 2011 upon the early repayment of our loans to Genesis. For a more detailed description of our loan investments and marketable debt securities, see Notes 7 and 10, respectively, to the Consolidated Financial Statements.

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        Investment management fee income.    Investment management fee income decreased $2.6 million to $2.1 million for the year ended December 31, 2011 primarily as a result of acquiring our partner's 65% interest in HCP Ventures II on January 14, 2011, which resulted in the termination of the partnerships' related management contracts.

        Depreciation and amortization expense.    Depreciation and amortization expenses increased $45.6 million to $356.6 million for the year ended December 31, 2011. The increase in depreciation and amortization expense was primarily related to: (i) a $36.6 million increase as a result of the consolidation of HCP Ventures II on January 14, 2011 and (ii) a $11.8 million increase from the additive effect of our other property acquisitions during 2010 and 2011.

        Interest expense.    For the year ended December 31, 2011, interest expense increased $130.8 million to $419.3 million. The increase in interest expense was primarily due to a $110.5 million increase from our $2.4 billion senior unsecured notes offering in January 2011 as a result of prefunding activities from our HCR ManorCare Acquisition, the $11.3 million write-off of unamortized loan fees related to an expired bridge loan commitment and the consolidation of HCP Ventures II on January 14, 2011 that included the consolidation of $635 million of mortgage debt, which increases were partially offset by the impact of repayments of mortgage debt related to contractual maturities and senior unsecured notes during 2010 and 2011 and lower interest rates during 2011 when compared to 2010.

        Our exposure to expense fluctuations related to our variable rate indebtedness is partially 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,(1)
	2011			2010
Balance:
Fixed rate	$	7,166,349		$	4,260,027
Variable rate		502,919			306,290
Total	$	7,669,268		$	4,566,317
Percent of total debt:
Fixed rate		93	%		93	%
Variable rate		7			7
Total		100	%		100	%
Weighted average interest rate at end of period:
Fixed rate		5.83	%		6.35	%
Variable rate		2.19	%		4.03	%
Total weighted average rate		5.59	%		6.19	%

(1)

Excludes $88 million of other debt that represents non-interest bearing life care bonds and occupancy fee deposits at certain of our senior housing facilities, which have no scheduled maturities.

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Operating expenses.

	Year Ended December 31,				Change
Segments	2011		2010		$			%
	(dollars in thousands)
Senior housing	$	34,546	$	28,797	$	5,749			20	%
Post-acute/skilled nursing		593		200		393			NM	(1)
Life science		52,796		48,492		4,304			9
Medical office		127,904		127,885		19			NM	(1)
Hospital		4,330		4,830		(500	)		(10	)
Total	$	220,169	$	210,204	$	9,965			5	%

(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 and properties managed on our behalf (e.g., RIDEA properties). 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.

•

Senior housing.  The increase in senior housing operating expenses was primarily the result of the operating expenses from 21 senior housing communities managed by Brookdale that are in a RIDEA structure beginning September 1, 2011, which were partially offset by including facility-level operating expenses in 2010 for 27 properties due to the consolidation of four variable interest entities from August 31, 2010 to November 1, 2010.

•

Life science.  The increase in life science operating expenses was primarily the result of the additive effect of our life science facility acquisitions during 2010 and 2011.

        General and administrative expenses.    General and administrative expenses increased $13.1 million to $96.2 million for the year ended December 31, 2011. The increase in general and administrative expenses was a result of increases in acquisition costs, primarily attributable to our HCR ManorCare Acquisition and compensation related expenses. These increases were partially offset by a decrease in legal fees associated with litigation matters (see the information set forth under the heading "Legal Proceedings" of Note 12 to the Consolidated Financial Statements).

        Litigation settlement and provision.    On November 9, 2011, we entered into an agreement with Ventas, Inc. to settle all remaining claims relating to Ventas's litigation against us arising out of Ventas's 2007 acquisition of Sunrise Senior Living REIT. As part of the settlement, we agreed to pay $125 million to Ventas, which resulted in a charge for the same amount (see the information set forth under the heading "Legal Proceedings" of Note 12 to the Consolidated Financial Statements). No similar charges were recognized during the year ended December 31, 2010.

        Impairments (recoveries).    During the year ended December 31, 2011, we recognized an impairment of $15.4 million related to our Cirrus senior secured term loan as a result of concluding that the carrying value of this loan was in excess of the fair value of the related collateral supporting this loan (see Note 7 to the Consolidated Financial Statements).

        During the year ended December 31, 2010, we recognized aggregate income of $11.9 million, which represents impairment recoveries of portions of impairment charges in 2009 of investments related to Erickson Retirement Communities and its affiliate entities ("Erickson"). Erickson was the

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tenant at three of our senior housing CCRC DFLs and the borrower of a senior construction loan in which we had a participation interest (see Note 6 to the Consolidated Financial Statements).

        Other income, net.    For the year ended December 31, 2011, other income, net decreased $3.5 million to $12.3 million. The year ended December 31, 2011, included the net impact of the following: (i) a gain of $7.8 million resulting from our January 2011 acquisition of our partner's 65% interest in and consolidation of HCP Ventures II, (ii) income of $5.7 million in connection with a litigation settlement in June 2011 for proceeds owed to the Company from a sale of assets, and (iii) a charge of $5.4 million for an other-than-temporary impairment of marketable equity securities. The year ended December 31, 2010 included gains on marketable securities of $14.5 million.

        Equity income from unconsolidated joint ventures.    During the year ended December 31, 2011, equity income from unconsolidated joint ventures increased $42.0 million to $46.8 million. This increase was primarily a result of equity income from our nearly 10% partnership interest in HCR ManorCare, Inc. (see Notes 3 and 8 to the Consolidated Financial Statements for additional information), partially offset by the impact of our consolidation of HCP Ventures II on January 14, 2011, which was previously accounted for as an equity method investment.

        Impairments of investments in unconsolidated joint ventures.    During the year ended December 31, 2010, we recognized impairments of $71.7 million related to our 35% interest in HCP Ventures II, an unconsolidated joint venture that owns 25 senior housing properties previously leased by Horizon Bay (see Note 8 to the Consolidated Financial Statements). No similar impairments were recognized during the year ended December 31, 2011.

        Discontinued operations.    Income from discontinued operations for the year ended December 31, 2011 was $4.5 million, compared to $23.9 million for the comparable period in 2010. The decrease is primarily due to a decrease in gains on real estate dispositions of $16.8 million and a decline in operating income from discontinued operations of $2.6 million. During the year ended December 31, 2011, we sold three properties for $19 million, compared to 14 properties for $56 million for the year ended December 31, 2010.

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

Rental and related revenues.

	Year Ended December 31,				Change
Segments	2010		2009		$		%
	(dollars in thousands)
Senior housing	$	299,232	$	286,010	$	13,222		5	%
Post-acute/skilled nursing		37,242		36,585		657		2
Life science		237,160		214,134		23,026		11
Medical office		262,276		259,674		2,602		1
Hospital		81,091		79,372		1,719		2
Total	$	917,001	$	875,775	$	41,226		5	%

•

Senior housing.  The increase in senior housing rental and related revenues for the year ended December 31, 2010 was primarily related to: (i) a $7.6 million increase as a result of improved rental revenues related to the transition of properties to new operators of 15 communities previously operated by Sunrise effective October 1, 2009; (ii) the additive effect of our acquisitions in 2010 and (iii) increases from rent escalations and resets. The increase in senior housing rental and related revenues above was partially offset by income of $6.4 million in 2009 resulting from a correction to the purchase price allocation of certain assets acquired in 2006.

14

•

Life science.  The increase in life science rental and related revenues was primarily the result of assets that were placed in service in 2010, which were previously under development.

        Resident fees and services.    Resident fees and services for the year ended December 31, 2010 includes $32.6 million of revenues for 27 properties due to the consolidation of four VIEs from August 31, 2010 to November 1, 2010. No VIEs were consolidated or RIDEA structures were in place during 2009; therefore, no resident fees and services were recognized during the year ended December 31, 2009.

        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) $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.

        Depreciation and amortization expense.    Depreciation and amortization expenses decreased $4.7 million to $311.0 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 $10.1 million to $288.5 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.

        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.

15

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

	As of December 31,(1)
	2010			2009
Balance:
Fixed rate	$	4,260,027		$	4,595,199
Variable rate		306,290			972,427
Total	$	4,566,317		$	5,567,626
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	%

(1)

Excludes $88 million of other debt that represents non-interest bearing life care bonds and occupancy fee deposits at certain of our senior housing facilities, which have no scheduled maturities.

Operating expenses.

	Year Ended December 31,				Change
Segments	2010		2009		$			%
	(dollars in thousands)
Senior housing	$	28,797	$	1,525	$	27,272			NM	(1)
Post-acute/skilled nursing		200		135		65			48	%
Life science		48,492		47,285		1,207			3
Medical office		127,885		130,479		(2,594	)		(2	)
Hospital		4,830		3,874		956			25
Total	$	210,204	$	183,298	$	26,906			15	%

(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 and properties managed on our behalf (e.g., RIDEA properties). 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.

        General and administrative expenses.    General and administrative expenses increased $5.1 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 information set forth under the heading "Legal Proceedings" of Note 12 to the Consolidated Financial Statements).

16

        Litigation settlement and 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's 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). No similar charges were recognized during the year ended December 31, 2010.

        Impairments (recoveries).    The year ended December 31, 2010 includes income of $11.9 million related to impairment recoveries of portions of previous impairment charges of investments related to Erickson. Erickson was the tenant at three of our senior housing CCRC DFLs and the borrower of a senior construction loan in which we had a participation interest.

        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 participation interest (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 to 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 one of our former TRS' election 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 previously leased by Horizon Bay. No impairments of investments in unconsolidated joint ventures were recognized during the year ended December 31, 2009.

        Discontinued operations.    Income from discontinued operations for the year ended December 31, 2010 was $23.9 million, compared to $43.5 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 $2.3 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.

17

Liquidity and Capital Resources

        Our principal liquidity needs are to: (i) fund recurring operating expenses, (ii) meet debt service requirements, including $250 million of senior unsecured notes and $67 million of mortgage debt principal payments and maturities in 2012, (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, 2011, distributions to shareholders and noncontrolling interest holders exceeded cash flows from operations by approximately $79 million. During 2011, we utilized the funds available under our revolving line of credit facility, which borrowings, 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.

        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 (positive) from S&P and BBB+ (stable) from Fitch on our senior unsecured debt securities, and Baa3 (stable) from Moody's, BB+ (positive) from S&P and BBB- (stable) from Fitch on our preferred equity securities.

        Net cash provided by operating activities was $724 million and $580 million for the years ended December 31, 2011 and 2010, respectively. The increase in operating cash flows is primarily the result of the following: (i) the additive impact of our acquisitions in 2010 and 2011, (ii) assets placed in service in 2010 and 2011 and (iii) rent escalations and resets in 2010 and 2011. These increases were partially offset by $227 million in payments relating to the Ventas litigation. 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 $4.6 billion and $431 million for the years ended December 31, 2011 and 2010, respectively. The cash used in investing activities for the year ended December 31, 2011 principally reflects the net effects of: (i) $4.0 billion used for our HCR ManorCare Acquisition; (ii) $370 million used for investments in loans receivable, (iii) $198 million used for acquisition and development of other real estate, (iv) $136 million used in the acquisition of our partner's 65% interest in HCP Ventures II, (v) $95 million used to purchase a noncontrolling equity interest in the operations of HCR ManorCare PropCo and (vi) $53 million used for leasing costs and tenant and capital improvements, which were partially offset by $304 million received from the repayments from our investments in loans receivable.

        Net cash provided by financing activities was $2.9 billion and $775 million for the years ended December 31, 2011 and 2010, respectively. The cash provided by financing activities for the year ended December 31, 2011 consisted primarily of: (i) the issuance of senior unsecured notes of $2.4 billion, (ii) net proceeds of $1.3 billion from the issuances of common stock and exercise of stock options and (iii) net borrowings of $454 million from our revolving line of credit facility. The amount of cash provided by financing activities was partially offset by: (i) payments of common and preferred dividends aggregating $788 million, (ii) repayment of senior unsecured notes of $292 million, (iii) repayment of mortgage debt of $170 million, (iv) debt issuance costs of $44 million and (v) the purchase of noncontrolling interests of $34 million.

18

Debt

        Bank line of credit.    Our revolving line of credit facility provides for an aggregate borrowing capacity of $1.5 billion and matures on March 11, 2015, with a one-year committed extension option. We have the right to increase the commitments under the revolving line of credit facility by an aggregate amount of up to $500 million, subject to customary conditions. Borrowings under this revolving line of credit facility accrue interest at a rate per annum equal to LIBOR plus a margin that depends on 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, 2011, the margin on the revolving line of credit facility was 1.50% and the facility fee was 0.30%. At December 31, 2011, we had $454 million outstanding under this revolving line of credit facility with a weighted-average effective interest rate of 2.26%.

        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 Secured Debt to Consolidated Total Asset Value to 30%, (iii) limit the ratio of Unsecured Debt to Consolidated Unencumbered Asset Value to 60%, (iv) require a minimum Fixed Charge Coverage ratio of 1.5 times, and (v) require a formula-determined Minimum Consolidated Tangible Net Worth of $8.0 billion at December 31, 2011. At December 31, 2011, 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, 2011, we had senior unsecured notes outstanding with an aggregate principal balance of $5.4 billion. At December 31, 2011, interest rates on the notes ranged from 1.45% to 7.07% with a weighted average effective rate of 5.70% and a weighted average maturity of 6.34 years. 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, 2011, we believe we were in compliance with these covenants.

        Mortgage debt.    At December 31, 2011, we had $1.8 billion in aggregate principal amount of mortgage debt secured by 138 healthcare facilities (including redevelopment properties) that had a carrying amount of $2.2 billion. At December 31, 2011, interest rates on the mortgage debt range from 1.96% to 8.78% with a weighted average effective interest rate of 6.12% and a weighted average maturity of 4.37 years.

        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.

19

        Other debt.    At December 31, 2011, we had $88 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, 2011, $31 million of the Life Care Bonds are refundable to the residents upon the resident moving out or to their estate upon death, and $57 million of the Life Care Bonds are refundable after the unit is successfully remarketed to a new resident.

Debt Maturities

        The following table summarizes our stated debt maturities and scheduled principal repayments at December 31, 2011 (in thousands):

Year	Line of Credit		Senior Unsecured Notes			Mortgage			Total(1)
2012	$	—	$	250,000		$	66,761		$	316,761
2013		—		550,000			367,374			917,374
2014		—		487,000			183,758			670,758
2015		454,000		400,000			302,102			1,156,102
2016		—		900,000			285,586			1,185,586
Thereafter		—		2,850,000			572,687			3,422,687
		454,000		5,437,000			1,778,268			7,669,268
(Discounts) and premiums, net		—		(20,937	)		(13,697	)		(34,634	)
	$	454,000	$	5,416,063		$	1,764,571		$	7,634,634

(1)

Excludes $88 million of other debt that represents non-interest bearing life care bonds and occupancy fee deposits at certain of our senior housing facilities, which have no scheduled maturities.

        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.

        The following table summarizes our outstanding interest rate swap contracts as of December 31, 2011 (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	$	(7,536	)
November 2008	October 2016	Cash Flow		5.95	%	1 Month LIBOR+1.50%		27,600		(4,176	)
July 2009	July 2013	Cash Flow		6.13	%	1 Month LIBOR+3.65%		14,000		(411	)

(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 to the Consolidated Financial Statements and "Quantitative and Qualitative Disclosures About Market Risk" in Item 7A.

Equity

        At December 31, 2011, 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 408.6 million shares of common stock outstanding. At December 31, 2011, equity totaled $9.2 billion and our equity securities had a market value of $17.5 billion.

20

        As of December 31, 2011, 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).

Shelf Registration

        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, 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 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 acquisition and dispositions of depreciable real estate or related interests, impairments of, or related to, depreciable real estate, plus real estate and DFL depreciation and amortization, with adjustments for joint ventures. Adjustments for joint ventures are calculated to reflect FFO on the same basis. FFO does not represent cash generated from operating activities in accordance with GAAP, is not necessarily indicative of cash available to fund cash needs and should not be considered an alternative to net income. 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 litigation settlement and provision charges, other impairments, other impairment recoveries and merger-related items ("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.

        NAREIT recently issued updated reporting guidance that directs companies, for their computation of NAREIT FFO, to exclude impairments of depreciable real estate and other assets when write-downs are driven by measurable decreases in the fair value of real estate holdings (e.g., investments in joint ventures that primarily hold real estate). Previously, the Company's calculation of FFO (consistent with NAREIT's previous guidance) did not exclude impairments of, or related to, depreciable real estate. Consistent with this current NAREIT reporting guidance, the Company has restated its 2010 and 2009 FFO amounts.

21

        Details of certain items that affect comparability are discussed in the financials results summary of our financial results for the year ended December 31, 2011, 2010 and 2009. 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,
	2011			2010			2009
Net income applicable to common shares	$	515,302		$	307,498		$	109,069
Depreciation and amortization of real estate, in-place lease and other intangibles:
Continuing operations		356,623			311,008			315,736
Discontinued operations		772			2,439			4,389
DFL depreciation		8,840			—			—
Gain on sales of real estate		(3,107	)		(19,925	)		(37,321	)
Gain upon consolidation of joint venture		(7,769	)		—			—
Impairments of real estate and related intangibles		—			—			8,118
Impairments of interests in unconsolidated joint venture		—			71,693			—
Equity income from unconsolidated joint ventures		(46,750	)		(4,770	)		(3,511	)
FFO from unconsolidated joint ventures		56,887			25,288			26,023
Noncontrolling interests' and participating securities' share in earnings		18,062			15,767			15,952
Noncontrolling interests' and participating securities' share in FFO		(20,953	)		(18,361	)		(17,873	)
FFO applicable to common shares	$	877,907		$	690,637		$	420,582
Distributions on dilutive convertible units		6,916			11,847			—
Diluted FFO applicable to common shares	$	884,823		$	702,484		$	420,582
Diluted FFO per common share	$	2.19		$	2.25		$	1.53
Weighted average shares used to calculate diluted FFO per common share		403,864			312,797			274,631
Diluted earnings per common share	$	1.29		$	1.00		$	0.40
Depreciation and amortization of real estate, in-place lease and other intangibles		0.89			1.02			1.17
DFL depreciation		0.02			—			—
Gain on sales of real estate and upon consolidation of joint venture		(0.03	)		(0.06	)		(0.14	)
Impairments of real estate, related intangibles and interests in unconsolidated joint ventures		—			0.23			0.03
Joint venture and participating securities FFO adjustments		0.02			0.06			0.07
Diluted FFO per common share	$	2.19		$	2.25		$	1.53
Impact of adjustments to FFO:
Litigation settlement and provision charges(1)	$	125,000		$	—		$	101,973
Other impairments (recoveries)(2)		15,400			(11,900	)		67,396
Merger-related items(3)		26,596			4,339			—
	$	166,996		$	(7,561	)	$	169,369
FFO as adjusted applicable to common shares	$	1,044,903		$	683,076		$	589,951
Distributions on dilutive convertible units		11,646			12,089			6,088
Diluted FFO as adjusted	$	1,056,549		$	695,165		$	596,039
Diluted FFO as adjusted per common share	$	2.69		$	2.23		$	2.14
Weighted average shares used to calculate diluted FFO as adjusted per common share(4)		393,237			311,285			278,134

(1)

The litigation settlement charge during the year ended December 31, 2011 relates to the Ventas settlement. The litigation provision during the year ended December 31, 2009 relates to the Ventas compensatory damages of approximately $102 million awarded by the jury on September 4, 2009.

22

(2)

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

•

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

•

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

•

The year ended December 31, 2009 includes impairments of $67.4 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 and (ii) $4.3 million related to a senior secured loan to Cirrus Health as a result of an expected restructuring of terms to the loan.

(3)

Merger-related items for the year ended December 31, 2011 are attributable to the HCR ManorCare Acquisition (incurred from January 1st through April 6th 2011), which include the following: (i) $26.8 million of direct transaction costs, (ii) $23.9 million of interest expense associated with the $2.4 billion senior unsecured notes issued on January 24, 2011, proceeds from which were obtained to prefund the HCR ManorCare Acquisition, partially offset by (iii) $24.1 million of income related to gains upon the reinvestment of the our debt investment in HCR ManorCare and other miscellaneous items. Merger-related items for 2010 primarily include professional fees associated with our HCR ManorCare Acquisition.

(4)

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

Off-Balance Sheet Arrangements

        We own interests in certain unconsolidated joint ventures as described under Note 8 to the Consolidated Financial Statements. Except in limited circumstances, our risk of loss is limited to our investment in the joint venture and any outstanding loans receivable. In addition, we have certain properties which serve as collateral for debt that is owed by a previous owner of certain of our facilities, as described under Note 12 to the Consolidated Financial Statements 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."

23

Contractual Obligations

        The following table summarizes our material contractual payment obligations and commitments at December 31, 2011 (in thousands):

	Total(1)		Less than One Year		2013 - 2014		2015 - 2016		More than Five Years
Bank line of credit	$	454,000	$	—	$	—	$	454,000	$	—
Senior unsecured notes		5,437,000		250,000		1,037,000		1,300,000		2,850,000
Mortgage debt		1,778,268		66,761		551,132		587,688		572,687
Construction loan commitments(2)		90,414		70,975		11,563		7,876		—
Development commitments(3)		25,136		25,136		—		—		—
Ground and other operating leases		202,712		5,455		10,472		8,355		178,430
Interest(4)		2,587,731		405,478		709,993		536,675		935,585
Total	$	10,575,261	$	823,805	$	2,320,160	$	2,894,594	$	4,536,702

(1)

Excludes $88 million of other debt that represents non-interest bearing Life Care Bonds and occupancy fee deposits at certain of our senior housing facilities, which have no scheduled maturities.

(2)

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

(3)

Represents construction and other commitments for developments in progress.

(4)

Interest on variable-rate debt is calculated using rates in effect at December 31, 2011.

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

        Interest Rate Risk.    At December 31, 2011, we were exposed to market risks related to fluctuations in interest rates on the following: (i) $454 million of variable-rate line of credit borrowings, (ii) $25 million of variable-rate senior unsecured notes and (iii) $24 million of variable-rate mortgage debt payable (excluding $88 million of variable-rate mortgage notes that have been hedged through interest-rate swap contracts) that are partially offset by properties with a gross value of $83 million that are subject to leases where the payments fluctuate with changes in LIBOR.

        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,

24

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 debt and variable-rate investments, and assuming no other changes in the outstanding balance as of December 31, 2011, annual net interest expense would increase by approximately $4.2 million or $0.01 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 $3.8 million. See Note 24 to the Consolidated Financial Statements for additional analysis details.

        Market Risk.    We have investments in marketable equity securities classified as available-for-sale. Gains and losses on these securities are recognized in income when realized and losses are recognized when an other-than-temporary decline in value is identified. An initial indicator of other-than-temporary decline in value for marketable equity securities is based on the severity of the decline in market value below the cost basis for an extended period of time. We consider a variety of factors in evaluating an other-than-temporary decline in value, such as: the length of time and the extent to which the market value has been less than our current cost basis; the issuer's financial condition, capital strength and near-term prospects; any recent events specific to that issuer and economic conditions of its industry; and our investment horizon in relationship to an anticipated near-term recovery in the market value, if any. At December 31, 2011, the fair value and current cost basis of marketable equity securities were both $17.1 million.

        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

25

payable are based on discounting future cash flows utilizing current rates for loans and debt of the same type and remaining maturity.

	Maturity
	2012			2013			2014			2015			2016			Thereafter			Total			Fair Value
	(dollars in thousands)
Assets:
Loans receivable	$	75,650	(1)	$	8,223		$	1,523		$	15,640		$	9,814		$	443		$	111,293		$	111,073
Weighted average interest rate		—	%		11.50	%		11.00	%		8.00	%		8.25	%		8.25	%		12.4	%
Liabilities(2):
Variable-rate debt:
Bank line of credit	$	—		$	—		$	—		$	454,000		$	—		$	—		$	454,000		$	454,000
Weighted average interest rate		—	%		—	%		—	%		2.26	%		—	%		—	%		2.26	%
Senior unsecured notes payable	$	—		$	—		$	25,000		$	—		$	—		$	—		$	25,000		$	24,163
Weighted average interest rate		—	%		—	%		1.51	%		—	%		—	%		—	%		1.51	%
Mortgage debt payable	$	8,534		$	6,430		$	455		$	8,500		$	—		$	—		$	23,919		$	21,640
Weighted average interest rate		1.96	%		2.07	%		—	%		1.21	%		—	%		—	%		1.69	%
Fixed-rate debt:
Senior unsecured notes payable	$	250,000		$	550,000		$	462,000		$	400,000		$	900,000		$	2,850,000		$	5,412,000		$	5,795,141
Weighted average interest rate		6.67	%		5.81	%		3.37	%		6.64	%		5.07	%		6.08	%		5.72	%
Mortgage debt payable	$	58,227		$	360,944		$	183,303		$	293,602		$	285,586		$	572,687		$	1,754,349		$	1,848,430
Weighted average interest rate		5.91	%		6.11	%		5.74	%		6.17	%		6.92	%		6.02	%		6.18	%

(1)

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

(2)

Excludes $88 million of other debt that represents non-interest bearing Life Care Bonds and occupancy fee deposits at certain of our senior housing facilities, which have no scheduled maturities.

ITEM 8.   Financial Statements and Supplementary Data

        See Index to Consolidated Financial Statements included in this report.

26

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 Comprehensive Income		F-6
Consolidated Statements of Equity		F-7
Consolidated Statements of Cash Flows		F-8
Notes to Consolidated Financial Statements		F-9
Schedule II: Valuation and Qualifying Accounts		F-62
Schedule III: Real Estate and Accumulated Depreciation		F-63

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

        We have audited the accompanying consolidated balance sheets of HCP, Inc. and subsidiaries (the "Company") as of December 31, 2011 and 2010, and the related consolidated statements of income, equity, comprehensive income, and cash flows for the years then ended. Our audits also included the financial statement schedules for the years ended December 31, 2011 and 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 audits.

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

        In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of HCP, Inc. and subsidiaries as of December 31, 2011 and 2010, and the results of their operations and their cash flows for the years 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.

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

        We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of December 31, 2011, 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 14, 2012 expressed an unqualified opinion on the Company's internal control over financial reporting.

/s/ DELOITTE & TOUCHE LLP

Los Angeles, California
February 14, 2012 (July 24, 2012 as to the changes in the accounting policies described in Note 2 and the effects of discontinued operations as described in Note 5)

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of HCP, Inc.

        We have audited the accompanying consolidated statements of income, comprehensive income, equity, and cash flows of HCP, Inc. for the year ended December 31, 2009. Our audit also included the financial statement schedules for the year ended December 31, 2009—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 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, the financial statements referred to above present fairly, in all material respects, the consolidated results of HCP, Inc.'s operations and its cash flows for the year 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
    except for the Consolidated Statement of Income,
    the Consolidated Statement of Comprehensive Income,
    the Consolidated Statement of Equity,
    the Consolidated Statement of Cash Flows,
    renumbered Note 5 "Dispositions of Real Estate and
    Discontinued Operations", Note 12 "Commitments and
    Contingencies", Note 14 "Segment Disclosures",
    Note 19 "Earnings per Common Share", and "Schedule III:
    Real Estate and Accumulated Depreciation", as to
    which the date is July 24, 2012

F-3

HCP, Inc.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

	December 31,
	2011			2010
ASSETS
Real estate:
Buildings and improvements	$	8,933,278		$	8,185,095
Development costs and construction in progress		190,590			144,116
Land		1,729,677			1,571,094
Accumulated depreciation and amortization		(1,472,272	)		(1,244,502	)
Net real estate		9,381,273			8,655,803
Net investment in direct financing leases		6,727,777			609,661
Loans receivable, net		110,253			2,002,866
Investments in and advances to unconsolidated joint ventures		224,052			195,847
Accounts receivable, net of allowance of $1,341 and $5,150, respectively		26,681			34,504
Cash and cash equivalents		33,506			1,036,701
Restricted cash		41,553			36,319
Intangible assets, net		373,763			316,375
Real estate held for sale, net		4,159			20,961
Other assets, net		485,458			422,886
Total assets	$	17,408,475		$	13,331,923
LIABILITIES AND EQUITY
Bank line of credit	$	454,000		$	—
Senior unsecured notes		5,416,063			3,318,379
Mortgage debt		1,764,571			1,235,779
Other debt		87,985			92,187
Intangible liabilities, net		124,142			148,072
Accounts payable and accrued liabilities		275,478			313,806
Deferred revenue		65,614			77,653
Total liabilities		8,187,853			5,185,876
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; 408,629,444 and 370,924,887 shares issued and outstanding, respectively		408,629			370,925
Additional paid-in capital		9,383,536			8,089,982
Cumulative dividends in excess of earnings		(1,024,274	)		(775,476	)
Accumulated other comprehensive loss		(19,582	)		(13,237	)
Total stockholders' equity		9,033,482			7,957,367
Joint venture partners		16,971			14,935
Non-managing member unitholders		170,169			173,745
Total noncontrolling interests		187,140			188,680
Total equity		9,220,622			8,146,047
Total liabilities and equity	$	17,408,475		$	13,331,923

See accompanying Notes to Consolidated Financial Statements.

F-4

HCP, Inc.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

	Year Ended December 31,
	2011			2010			2009
Revenues:
Rental and related revenues	$	1,015,280		$	917,001		$	875,775
Tenant recoveries		92,258			89,011			89,457
Resident fees and services		50,619			32,596			—
Income from direct financing leases		464,704			49,438			51,495
Interest income		99,864			160,163			124,146
Investment management fee income		2,073			4,666			5,312
Total revenues		1,724,798			1,252,875			1,146,185
Costs and expenses:
Depreciation and amortization		356,623			311,008			315,736
Interest expense		419,337			288,538			298,600
Operating		220,169			210,204			183,298
General and administrative		96,150			83,046			77,899
Litigation settlement and provision		125,000			—			101,973
Impairments (recoveries)		15,400			(11,900	)		75,389
Total costs and expenses		1,232,679			880,896			1,052,895
Other income, net		12,335			15,818			7,768
Income before income tax expense and equity income from and impairments of investments in unconsolidated joint ventures		504,454			387,797			101,058
Income taxes		(1,249	)		(412	)		(1,910	)
Equity income from unconsolidated joint ventures		46,750			4,770			3,511
Impairments of investments in unconsolidated joint ventures		—			(71,693	)		—
Income from continuing operations		549,955			320,462			102,659
Discontinued operations:
Income before impairments and gain on sales of real estate, net of income taxes		1,432			4,008			6,296
Impairments		—			—			(125	)
Gain on sales of real estate, net of income taxes		3,107			19,925			37,321
Total discontinued operations		4,539			23,933			43,492
Net income		554,494			344,395			146,151
Noncontrolling interests' share in earnings		(15,603	)		(13,686	)		(14,461	)
Net income attributable to HCP, Inc.		538,891			330,709			131,690
Preferred stock dividends		(21,130	)		(21,130	)		(21,130	)
Participating securities' share in earnings		(2,459	)		(2,081	)		(1,491	)
Net income applicable to common shares	$	515,302		$	307,498		$	109,069
Basic earnings per common share:
Continuing operations	$	1.28		$	0.93		$	0.24
Discontinued operations		0.01			0.08			0.16
Net income applicable to common shares	$	1.29		$	1.01		$	0.40
Diluted earnings per common share:
Continuing operations	$	1.28		$	0.92		$	0.24
Discontinued operations		0.01			0.08			0.16
Net income applicable to common shares	$	1.29		$	1.00		$	0.40
Weighted average shares used to calculate earnings per common share:
Basic		398,446			305,574			274,216
Diluted		400,218			306,900			274,631

See accompanying Notes to Consolidated Financial Statements.

F-5

HCP, Inc.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

	Year Ended December 31,
	2011			2010			2009
Net income	$	554,494		$	344,395		$	146,151
Other comprehensive income (loss):
Change in net unrealized gains (losses) on securities:
Unrealized gains (losses)		(5,396	)		937			82,816
Reclassification adjustment realized in net income		5,396			(12,742	)		(4,197	)
Change in net unrealized gains (losses) on cash flow hedges:
Unrealized gains (losses)		(4,367	)		(996	)		179
Reclassification adjustment realized in net income		(1,033	)		1,453			781
Change in Supplemental Executive Retirement Plan obligation		(495	)		43			(521	)
Foreign currency translation adjustment		(450	)		202			(30	)
Total other comprehensive income (loss)		(6,345	)		(11,103	)		79,028
Total comprehensive income		548,149			333,292			225,179
Total comprehensive income attributable to noncontrolling interest		(15,603	)		(13,686	)		(14,461	)
Total comprehensive income attributable to HCP, Inc.	$	532,546		$	319,606		$	210,718

See accompanying Notes to Condensed Consolidated Financial Statements.

F-6

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, 2009		11,820	$	285,173		253,601		$	253,601		$	4,873,727		$	(130,068	)	$	(81,162	)	$	5,201,271		$	206,569		$	5,407,840
Net income		—		—		—			—			—			131,690			—			131,690			14,461			146,151
Other comprehensive income		—		—		—			—			—			—			79,028			79,028			—			79,028
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
Net income		—		—		—			—			—			330,709			—			330,709			13,686			344,395
Other comprehensive loss		—		—		—			—			—			—			(11,103	)		(11,103	)		—			(11,103	)
Issuance of common stock, net		—		—		77,278			77,278			2,353,967			—			—			2,431,245			(6,135	)		2,425,110
Repurchase of common stock		—		—		(154	)		(154	)		(4,373	)		—			—			(4,527	)		—			(4,527	)
Exercise of stock options		—		—		253			253			6,064			—			—			6,317			—			6,317
Amortization of deferred compensation		—		—		—			—			14,924			—			—			14,924			—			14,924
Preferred dividends		—		—		—			—			—			(21,130	)		—			(21,130	)		—			(21,130	)
Common dividends ($1.86 per share)		—		—		—			—			—			(569,605	)		—			(569,605	)		—			(569,605	)
Distributions to noncontrolling interests		—		—		—			—			—			—			—			—			(16,049	)		(16,049	)
Noncontrolling interests in acquired assets		—		—		—			—			—			—			—			—			10,002			10,002
Issuance of noncontrolling interests		—		—		—			—			—			—			—			—			8,395			8,395
Other		—		—		—			—			—			—			—			—			709			709
December 31, 2010		11,820		285,173		370,925			370,925			8,089,982			(775,476	)		(13,237	)		7,957,367			188,680			8,146,047
Net income		—		—		—			—			—			538,891			—			538,891			15,603			554,494
Other comprehensive loss		—		—		—			—			—			—			(6,345	)		(6,345	)		—			(6,345	)
Issuance of common stock, net		—		—		36,683			36,683			1,268,781			—			—			1,305,464			(3,456	)		1,302,008
Repurchase of common stock		—		—		(136	)		(136	)		(4,855	)		—			—			(4,991	)		—			(4,991	)
Exercise of stock options		—		—		1,157			1,157			29,639			—			—			30,796			—			30,796
Amortization of deferred compensation		—		—		—			—			20,034			—			—			20,034			—			20,034
Preferred dividends		—		—		—			—			—			(21,130	)		—			(21,130	)		—			(21,130	)
Common dividends ($1.92 per share)		—		—		—			—			—			(766,559	)		—			(766,559	)		—			(766,559	)
Distributions to noncontrolling interests		—		—		—			—			—			—			—			—			(15,156	)		(15,156	)
Noncontrolling interests in acquired assets		—		—		—			—			—			—			—			—			1,500			1,500
Issuance of noncontrolling interests		—		—		—			—			—			—			—			—			14,028			14,028
Purchase of noncontrolling interests		—		—		—			—			(20,045	)		—			—			(20,045	)		(14,059	)		(34,104	)
December 31, 2011		11,820	$	285,173		408,629		$	408,629		$	9,383,536		$	(1,024,274	)	$	(19,582	)	$	9,033,482		$	187,140		$	9,220,622

See accompanying Notes to Consolidated Financial Statements.

F-7

HCP, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Year Ended December 31,
	2011			2010			2009
Cash flows from operating activities:
Net income	$	554,494		$	344,395		$	146,151
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		356,623			311,008			315,736
Discontinued operations		772			2,439			4,389
Amortization of above and below market lease intangibles, net		(4,510	)		(6,378	)		(14,780	)
Amortization of deferred compensation		20,034			14,924			14,388
Amortization of debt premiums, discounts and issuance costs, net		25,769			9,856			8,328
Straight-line rents		(59,173	)		(47,243	)		(46,688	)
Loan and direct financing lease interest accretion		(93,003	)		(69,645	)		(39,172	)
Deferred rental revenues		(2,319	)		(3,984	)		12,804
Equity income from unconsolidated joint ventures		(46,750	)		(4,770	)		(3,511	)
Distributions of earnings from unconsolidated joint ventures		3,273			5,373			7,273
Gain upon consolidation of joint venture		(7,769	)		—			—
Marketable securities (gains) losses, net		5,396			(14,597	)		(8,876	)
Gain upon settlement of loans receivable		(22,812	)		—			—
Gain on sales of real estate		(3,107	)		(19,925	)		(37,321	)
Derivative (gains) losses, net		(1,226	)		1,302			69
Impairments, net of recoveries		15,400			59,793			75,514
Changes in:
Accounts receivable, net		2,590			9,222			4,408
Other assets		27,582			(6,341	)		(6,881	)
Accrued liability for litigation provision		—			—			101,973
Accounts payable and other accrued liabilities		(47,103	)		(4,931	)		(18,170	)
Net cash provided by operating activities		724,161			580,498			515,634
Cash flows from investing activities:
Cash used in the HCR ManorCare Acquisition, net of cash acquired		(4,026,556	)		—			—
Cash used in the HCP Ventures II purchase, net of cash acquired		(135,550	)		—			—
Other acquisitions and development of real estate		(198,385	)		(304,847	)		(96,528	)
Leasing costs and tenant and capital improvements		(52,903	)		(97,930	)		(40,702	)
Proceeds from sales of real estate, net		19,183			32,284			72,272
Purchase of an interest in and contributions to unconsolidated joint ventures		(95,000	)		(6,565	)		(7,975	)
Distributions in excess of earnings from unconsolidated joint ventures		2,408			4,365			6,869
Purchases of marketable equity securities		(22,449	)		—			—
Proceeds from sales of marketable securities		—			179,215			157,122
Principal repayments on loans receivable and direct financing leases		303,941			63,953			10,952
Investments in loans receivable and direct financing leases, net		(369,939	)		(298,085	)		(165,494	)
(Increase) decrease in restricted cash		(5,234	)		(3,319	)		2,078
Net cash used in investing activities		(4,580,484	)		(430,929	)		(61,406	)
Cash flows from financing activities:
Net borrowings (repayments) under bank line of credit		454,000			—			(150,000	)
Repayments of term loan		—			(200,000	)		(320,000	)
Issuance of senior unsecured notes		2,400,000			—			—
Issuance of mortgage debt		—			—			1,942
Repayments and repurchases of senior unsecured notes		(292,265	)		(206,422	)		(7,735	)
Repayments of mortgage and other secured debt		(169,783	)		(636,096	)		(234,080	)
Debt discounts and issuance costs		(43,716	)		(11,850	)		(860	)
Net proceeds from the issuance of common stock and exercise of options		1,327,813			2,426,900			852,912
Dividends paid on common and preferred stock		(787,689	)		(590,735	)		(517,072	)
Issuance of noncontrolling interests		14,087			8,395			—
Purchase of noncontrolling interests		(34,104	)		—			(9,097	)
Distributions to noncontrolling interests		(15,215	)		(15,319	)		(15,541	)
Net cash provided by (used in) financing activities		2,853,128			774,873			(399,531	)
Net increase (decrease) in cash and cash equivalents		(1,003,195	)		924,442			54,697
Cash and cash equivalents, beginning of year		1,036,701			112,259			57,562
Cash and cash equivalents, end of year	$	33,506		$	1,036,701		$	112,259

See accompanying Notes to Consolidated Financial Statements.

F-8

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

Use of Estimates

        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.

Principles of Consolidation

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

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

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

F-9

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(2) Summary of Significant Accounting Policies (Continued)

(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.

Revenue Recognition

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

•

whether the lease stipulates how and on what a tenant improvement allowance may be spent;

•

whether the tenant or landlord retains legal title to the improvements at the end of the lease term;

•

whether the tenant improvements are unique to the tenant or general-purpose in nature; and

•

whether the tenant improvements are expected to have any residual value at the end of the lease term.

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

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

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

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

F-10

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(2) Summary of Significant Accounting Policies (Continued)

        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.

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

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

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

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

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

F-11

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(2) Summary of Significant Accounting Policies (Continued)

        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.

Real Estate

        The Company's real estate assets, consisting of land, buildings and improvements are recorded at their fair value. The assumed liabilities, acquired tangible assets and identifiable intangibles are also recorded at their fair value. The Company assesses fair value based on 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 property and the respective tenant's lease. Factors considered include estimates of carrying costs during hypothetical expected lease-up periods, market conditions and costs to execute similar leases. In estimating carrying costs, the Company includes estimates of lost rents at estimated market rates during the hypothetical expected lease-up periods, which are dependent on local market conditions and expected trends. In estimating costs to execute similar leases, the Company considers leasing commissions, legal and other related costs.

        The Company capitalizes direct construction and development costs, including predevelopment costs, interest, property taxes, insurance and other costs directly related and essential to the acquisition, development or construction of a real estate asset. The Company capitalizes construction and development costs while substantive activities are ongoing to prepare an asset for its intended use. The Company considers a construction project as substantially complete and held available for occupancy upon the completion of 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.

F-12

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(2) Summary of Significant Accounting Policies (Continued)

        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. In-place lease intangibles are amortized to expense over the remaining noncancellable lease term and bargain renewal periods, if any.

Impairment of Long-Lived Assets and Goodwill

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

        Goodwill is tested for impairment at least annually. If it is determined, based on certain qualitative factors, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company applies the second step of the two-step approach. Potential impairment indicators and qualitative factors include a significant decline in real estate valuations, restructuring plans, current macroeconomic conditions, state of the equity and capital markets or a significant decline in the value of the Company's market capitalization. The second step of the two-step approach requires the fair value of a reporting unit to be allocated to all the assets and liabilities of the reporting unit as if it had been acquired in a business combination at the date of the impairment test. The excess fair value of the reporting unit over the fair value of assets and liabilities is the implied value of goodwill and is used to determine the amount of impairment. The Company selected the fourth quarter of each fiscal year to perform its annual impairment test.

Assets Held-for-Sale and Discontinued Operations

        Certain long-lived assets are classified as held-for-sale and are reported at the lower of their carrying value or their fair value less costs to sell and are no longer depreciated. Discontinued operations is a component of an entity that has either been disposed of or is deemed to be held-for-sale and, (i) the operations and cash flows of the component have been or will be eliminated from ongoing operations as a result of the disposal transaction, and (ii) the entity will not have any significant continuing involvement in the operations of the component after the disposal transaction.

Investments in Unconsolidated Joint Ventures

        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

F-13

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(2) Summary of Significant Accounting Policies (Continued)

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.

Share-Based Compensation

        Compensation expense for share-based awards granted to employees, including grants of employee stock options, are recognized in the consolidated statements of income based on their grant date fair market value. Compensation expense for awards with graded vesting schedules is generally recognized ratably over the period from the grant date to the date when the award is no longer contingent on the employee providing additional services.

Cash and Cash Equivalents

        Cash and cash equivalents consist of cash on hand and short-term investments with maturities of three months or less when purchased.

Restricted Cash

        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.

Derivatives

        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

F-14

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(2) Summary of Significant Accounting Policies (Continued)

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.

Income Taxes

        HCP, Inc. elected REIT status and believes it has always operated so as to continue to qualify as a REIT under Sections 856 to 860 of the Internal Revenue Code of 1986, as amended (the "Code"). Accordingly, HCP, Inc. will not be subject to U.S. federal income tax, provided that it continues to qualify as a REIT and makes distributions to stockholders equal to or in excess of its taxable income. In addition, the Company has formed several consolidated subsidiaries, which have elected REIT status. HCP, Inc. and its consolidated REIT subsidiaries are each subject to the REIT qualification requirements under Sections 856 to 860 of the Code. If any REIT fails to qualify as a REIT in any taxable year, it will be subject to federal income taxes at regular corporate rates and may be ineligible to qualify as a REIT for four subsequent tax years.

        HCP, Inc. and its consolidated REIT subsidiaries are subject to state and local income taxes in some jurisdictions, and in certain circumstances each REIT may also be subject to federal excise taxes on undistributed income. In addition, certain activities that the Company undertakes may be conducted by entities which elect to be treated as taxable REIT subsidiaries ("TRSs"). TRSs are subject to both federal and state income taxes. The Company recognizes tax penalties relating to unrecognized tax benefits as additional income tax expense. Interest relating to unrecognized tax benefits is recognized as interest expense.

Marketable Securities

        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.

F-15

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(2) Summary of Significant Accounting Policies (Continued)

Capital Raising Issuance Costs

        Costs incurred in connection with the issuance of common shares are recorded as a reduction of additional paid-in capital. Costs incurred in connection with the issuance of preferred shares are recorded as a reduction of the preferred stock amount. Debt issuance costs are deferred, included in other assets and amortized to interest expense over the remaining term of the related debt utilizing the interest method.

Segment Reporting

        The Company's segments are based on its internal method of reporting which classifies operations by healthcare sector. The Company's business operations include five segments: (i) senior housing, (ii) post-acute/skilled nursing, (iii) life science, (iv) medical office and (v) hospital.

Noncontrolling Interests

        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.

        The Company consolidates non-managing member limited liability companies ("DownREITs") because it exercises control, and noncontrolling interests in these entities are carried at cost. The non-managing member LLC Units ("DownREIT units") are exchangeable for an amount of cash approximating the then-current market value of shares of the Company's common stock or, at the Company's option, shares of the Company's common stock (subject to certain adjustments, such as stock splits and reclassifications). Upon exchange of DownREIT units for the Company's common stock, the carrying amount of the DownREIT units is reclassified to stockholders' equity.

Preferred Stock Redemptions

        The Company recognizes the excess of the redemption value of cumulative redeemable preferred stock redeemed over its carrying amount as a charge to earnings.

Life Care Bonds Payable

        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.

F-16

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(2) Summary of Significant Accounting Policies (Continued)

Fair Value Measurement

        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:

•

Level 1—quoted prices for identical instruments in active markets;

•

Level 2—quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and

•

Level 3—fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

        The Company measures fair value using a set of standardized procedures that are outlined herein for all assets and liabilities which are required to be measured at fair value. When available, the Company utilizes quoted market prices from an independent third party source to determine fair value and classifies such items in Level 1. In some instances where a market price is available, but the instrument is in an inactive or over-the-counter market, the Company consistently applies the dealer (market maker) pricing estimate and classifies the asset or liability in Level 2.

        If quoted market prices or inputs are not available, fair value measurements are based upon valuation models that utilize current market or independently sourced market inputs, such as interest rates, option volatilities, credit spreads and/or market capitalization rates. Items valued using such internally-generated valuation techniques are classified according to the lowest level input that is significant to the fair value measurement. As a result, the asset or liability could be classified in either Level 2 or Level 3 even though there may be some significant inputs that are readily observable. Internal fair value models and techniques used by the Company include discounted cash flow and Black-Scholes valuation models. The Company also considers its counterparty's and own credit risk on derivatives and other liabilities measured at their fair value. The Company has elected the mid-market pricing expedient when determining fair value.

Earnings per Share

        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.

F-17

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(2) Summary of Significant Accounting Policies (Continued)

Recent Accounting Pronouncements

        In April 2011, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2011-02, A Creditor's Determination of Whether a Restructuring Is a Troubled Debt Restructuring ("ASU 2011-02"). The amendments in this update clarify, among other things, the guidance on a creditor's evaluation of whether it has granted a concession and whether a debtor is experiencing financial difficulties. The adoption of ASU 2011-02 on July 1, 2011 did not have an impact on the Company's consolidated financial position or results of operations.

        In May 2011, the FASB issued Accounting Standards Update No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs ("ASU 2011-04"). The amendments in this update result in additional fair value measurement and disclosure requirements within U.S. GAAP and IFRS. Consequently, the amendments change the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. The Company does not expect the adoption of ASU 2011-04 on January 1, 2012 to have an impact on its consolidated financial position or results of operations.

        In June 2011, the FASB issued Accounting Standards Update No. 2011-05, Presentation of Comprehensive Income ("ASU 2011-05"). The amendments require that all non-owner changes in stockholders' equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In the two-statement approach, the first statement should present total net income and its components followed consecutively by a second statement that should present total other comprehensive income, the components of other comprehensive income, and the total of comprehensive income. In December 2011, the FASB deferred portions of this update in its issuance of ASU 2011-12 (see discussion below). The Company has elected the two-statement approach, and the required financial statements are presented herein.

        In September 2011, the FASB issued Accounting Standards Update No. 2011-08, Intangibles—Goodwill and Other (Topic 350): Testing Goodwill for Impairment ("ASU 2011-08"). The amendments in the update permit an entity to first assess qualitative factors when determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount and whether it is necessary to perform the second step of the two-step goodwill impairment test described in Topic 350. The early adoption of ASU 2011-08 on December 31, 2011 did not have an impact on the Company's consolidated financial position or results of operations.

        In December 2011, the FASB issued Accounting Standards Update No. 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 to defer indefinitely the requirement of ASU 2011-05 to present on the face of the financial statements the effects of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income for all periods presented.

Reclassifications

        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

F-18

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(2) Summary of Significant Accounting Policies (Continued)

from continuing to discontinued operations. As a result of the Company's joint venture with Brookdale Senior Living, Inc. ("Brookdale") in a structure permitted by the Housing and Economic Recovery Act of 2008 (commonly referred to as "RIDEA") on September 1, 2011, facility-level revenues from 21 senior housing communities are presented in "resident fees and services" on the consolidated income statements; all facility-level resident fee and service revenue previously reported in "rental and related revenues" has been reclassified to "resident fees and services" (see Note 12 for additional information regarding the 21 RIDEA facilities).

(3) HCR ManorCare Acquisition

        On April 7, 2011, the Company completed its acquisition of substantially all of the real estate assets of HCR ManorCare, Inc. ("HCR ManorCare"), for a purchase price of $6.0 billion (the "HCR ManorCare Acquisition"). The purchase price consisted of the following: (i) $4 billion in cash consideration; and (ii) $2 billion representing the fair value of the Company's HCR ManorCare debt investments that were settled as part of this acquisition. Through this transaction, the Company acquired 334 HCR ManorCare post-acute, skilled nursing and assisted living facilities. The facilities are located in 30 states, with the highest concentrations in Ohio, Pennsylvania, Florida, Illinois and Michigan. A wholly-owned subsidiary of HCR ManorCare operates the assets pursuant to a long-term triple-net master lease agreement supported by a guaranty from HCR ManorCare. Additionally, the Company exercised its option to purchase an ownership interest of HCR ManorCare for $95 million that represented a 9.9% equity interest at closing.

        The HCR ManorCare Acquisition total purchase price is as follows (in thousands):

	April 7, 2011
Payment of aggregate cash consideration, net of cash acquired	$	3,801,624
HCP's loan investments in HCR ManorCare's debt settled at fair value(1)		1,990,406
Assumed HCR ManorCare accrued liabilities at fair value(2)		224,932
Total purchase consideration	$	6,016,962
Legal, accounting and other fees and costs(3)	$	26,839

(1)

The Company recognized a gain of approximately $23 million, included in interest income, which represents the fair value of the Company's existing mezzanine and mortgage loan investments in HCR ManorCare in excess of its carrying value on the acquisition date.

(2)

In August 2011, the Company paid or refunded these amounts to certain taxing authorities or the seller. These August 2011 cash payments are included in the "cash used in the HCR ManorCare Acquisition, net of cash acquired" that is presented in the consolidated statements of cash flows under investing activities.

(3)

Represents estimated fees and costs of $15.5 million and $11.3 million that were expensed and included in general and administrative expense and interest expense, respectively. These charges are directly attributable to the transaction and represent non-recurring costs.

F-19

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(3) HCR ManorCare Acquisition (Continued)

        The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date of April 7, 2011 (in thousands):

Assets acquired
Net investments in direct financing leases	$	6,002,074
Cash and cash equivalents		6,996
Intangible assets		14,888
Total assets acquired		6,023,958
Total liabilities assumed		224,932
Net assets acquired	$	5,799,026

        In connection with the HCR ManorCare Acquisition, the Company entered into a credit agreement for a 365-day bridge loan facility (from funding to maturity) in an aggregate amount of up to $3.3 billion. In March 2011, the Company terminated this bridge loan facility in accordance with its terms; consequently, the Company incurred a charge of $11.3 million related to the write-off of unamortized loan fees associated with this bridge loan commitment that is included in interest expense.

        The assets and liabilities of the Company's investments related to HCR ManorCare and the related results of operations are included in the consolidated financial statements from the April 7, 2011 acquisition date. From the acquisition date to March 31, 2012, the Company has recognized revenues and earnings from its investments related to HCR ManorCare of $411.8 million and $456.8 million, respectively.

Pro Forma Results of Operations

        The following unaudited pro forma consolidated results of operations assume that the HCR ManorCare Acquisition, including the Company's ownership interest in the operations of HCR ManorCare, was completed as of January 1 for each of the periods presented below (in thousands, except per share amounts):

	Year Ended December 31,
	2011		2010
Revenues	$	1,820,057	$	1,703,568
Net income		655,352		745,119
Net income applicable to HCP, Inc.		639,749		731,433
Basic earnings per common share	$	1.52	$	1.86
Diluted earnings per common share		1.51		1.85

F-20

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(4) Other Real Estate Property Investments

        A summary of acquisitions for the year ended December 31, 2011 follows (in thousands):

	Consideration						Assets Acquired
Acquisitions	Cash Paid		Debt Assumed		Noncontrolling Interest		Real Estate		Net Intangibles
Life science	$	84,087	$	57,869	$	—	$	133,210	$	8,746
Medical office		29,743		—		1,500		26,191		5,052
	$	113,830	$	57,869	$	1,500	$	159,401	$	13,798

        During the year ended December 31, 2011, the Company funded an aggregate of $127 million for construction, tenant and other capital improvement projects, primarily in the life science and medical office segments. During the year ended December 31, 2011, two of the Company's life science facilities located in South San Francisco were placed in service representing 88,000 square feet.

        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
Life science		40,563		—			7,341		190		43,017		5,077
Medical office		27,463		33,503	(1)		1,926		735		57,390		6,237
	$	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 and medical office segments. 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.

(5) Dispositions of Real Estate and Discontinued Operations

Dispositions of Real Estate

        During the three months ended March 31, 2012, the Company sold a medical office building for $7 million. During the year ended December 31, 2011, the Company sold three senior housing facilities for $19 million. 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. Where applicable, the results of operations of these properties are presented as discontinued operations in the Company's consolidated statements of income, and their related assets are presented as real estate held for sale, net in the Company's consolidated balance sheets.

F-21

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(5) Dispositions of Real Estate and Discontinued Operations (Continued)

Results from Discontinued Operations

        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,
	2011			2010			2009
Rental and related revenues	$	2,175		$	6,624		$	14,674
Depreciation and amortization expenses		772			2,439			4,389
Operating expenses		4			217			3,199
Other (income) expense, net		(33	)		(40	)		790
Income before impairments and gain on sales of real estate, net of income taxes	$	1,432		$	4,008		$	6,296
Impairments	$	—		$	—		$	125
Gain on sales of real estate, net of income taxes	$	3,107		$	19,925		$	37,321
Number of properties held-for-sale		1			4			18
Number of properties sold		3			14			14
Number of properties included in discontinued operations		4			18			32

(6) Net Investment in Direct Financing Leases

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

	December 31,
	2011			2010
Minimum lease payments receivable	$	25,744,161	(1)	$	1,266,129
Estimated residual values		4,010,514			409,270
Less unearned income		(23,026,898	)		(1,065,738	)
Net investment in direct financing leases	$	6,727,777		$	609,661
Properties subject to direct financing leases		361			27

(1)

The minimum lease payments receivable are primarily attributable to HCR ManorCare ($24.5 billion). The triple-net lease with HCR ManorCare provides for rent in the first year of $472.5 million. The rent increases by 3.5% per year after each of the first five years and by 3% for the remaining portion of the initial lease term. The properties are grouped into four pools, and HCR ManorCare has a one-time extension option for each pool with rent increased for the first year of the extension option to the greater of fair market rent or a 3% increase over the rent for the prior year. Including the extension options, which the Company determined to be bargain renewal options, the asset pools have total available terms ranging from 23 to 35 years.

F-22

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(6) Net Investment in Direct Financing Leases (Continued)

        On April 7, 2011, the Company completed the acquisition of 334 HCR ManorCare properties subject to a single master lease that the Company classified as a DFL. See discussion of the HCR ManorCare Acquisition in Note 3.

        Certain leases contain provisions that allow the tenants to elect to purchase the properties during or at the end of the lease terms for the aggregate initial investment amount plus adjustments, if any, as defined in the lease agreements. Certain leases also permit the Company to require the tenants to purchase the properties at the end of the lease terms.

        Lease payments previously due to the Company relating to three land-only DFLs, along with the land, were subordinate to and served as collateral for first mortgage construction loans entered into by Erickson Retirement Communities and its affiliate entities ("Erickson") to fund development costs related to the properties. On October 19, 2009, Erickson filed for bankruptcy protection, which included a plan of reorganization. In December 2009, the Company concluded that it was appropriate to reduce the carrying value of these assets to a nominal amount. In February 2010, the Company entered into a settlement agreement with Erickson which was subsequently approved by the bankruptcy court. In April 2010, the reorganization was completed, which resulted in the Company (i) retaining deposits held by the Company with balances of $5 million and (ii) receiving an additional $9.6 million. As a result, the Company recognized aggregate income of $11.9 million in impairment recoveries in 2010, which represented the reversal of a portion of the allowances established pursuant to the previous December 2009 impairment charges of $63.1 million related to its investments in the three DFLs and participation interest in the senior construction loan.

        Future minimum lease payments contractually due under direct financing leases at December 31, 2011, were as follows (in thousands):

Year	Amount
2012	$	532,561
2013		545,219
2014		563,994
2015		583,418
2016		603,513
Thereafter		22,915,456
	$	25,744,161

F-23

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(7) Loans Receivable

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

	December 31,
	2011									2010
	Real Estate Secured			Other Secured			Total			Real Estate Secured			Other Secured			Total
Mezzanine	$	—		$	90,148		$	90,148		$	—		$	1,144,485		$	1,144,485
Other		35,643			—			35,643			1,030,454			—			1,030,454
Unamortized discounts, fees and costs		(1,040	)		(1,088	)		(2,128	)		(107,549	)		(61,127	)		(168,676	)
Allowance for loan losses		—			(13,410	)		(13,410	)		—			(3,397	)		(3,397	)
	$	34,603		$	75,650		$	110,253		$	922,905		$	1,079,961		$	2,002,866

        Following is a summary of loans receivable secured by real estate at December 31, 2011:

Final Maturity Date	Number of Loans			Payment Terms	Initial Principal Amount		Carrying Amount
					(in thousands)
2013		1		monthly payments of $99,200, accrues interest at 11.50%, and secured by three skilled nursing facilities in Michigan	$	8,492	$	8,223
2014		1		monthly payments of $16,000, accrues interest at 11.00%, and secured by one skilled nursing facility in Montana		1,900		1,523
2015		1		monthly interest-only payments beginning in 2013 and accrues interest at 8.00%, secured by a hospital in Louisiana		15,640		14,600
2016		4	(1)	aggregate monthly interest-only payments of $54,200 secured by four senior housing facilities located in Tennessee, Maryland, Pennsylvania and Texas that accrue interest at 8.25%		—		9,814
2017		1	(1)	monthly interest-only payments of $2,400, accrues interest at 8.25%, and secured by one senior housing facility in New Jersey		—		443
		8			$	26,032	$	34,603

(1)

Represents commitments to fund an aggregate of $101 million for five senior housing development projects.

        At December 31, 2011, future contractual principal payments to be received on loans receivable, secured by real estate, are $0.3 million in 2012, $8 million in 2013, $1.5 million in 2014, $16.5 million in 2015, $9.0 million in 2016 and $0.4 million thereafter.

Cirrus Health Loan

        The Company holds an interest-only, senior secured term loan made to Cirrus Health, 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

F-24

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(7) Loans Receivable (Continued)

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 post and current 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. Effective January 1, 2011, the Company placed the loan on cost-recovery status, under which accrual of interest income is suspended and any payments received from the borrower are applied to reduce the recorded investment in the loan, as the amount and timing of payments from this loan have become less certain. The Company has made various attempts to restructure the loan; however, the Company, borrower and guarantors of the loan could not reach an agreement on the terms and conditions of the restructuring. Further, as a result of: (i) the continued delay and costs associated with sale of certain of the collateral assets (primarily Cirrus' interests in partnerships operating surgical centers); and (ii) the decline in the operating performance and value of certain of Cirrus' collateral assets, the Company concluded that the carrying value of its loan was in excess of the proceeds that can be generated from selling the collateral assets in an orderly liquidation. Therefore, the Company recognized an additional provision for losses of $15.4 million in September 2011 that reduced the combined carrying value of the Company's loan and the related interest receivable to the fair value of the related collateral supporting this loan. Provision for loan loss is recorded in impairments (recoveries). At December 31, 2011 and 2010, the carrying value of this loan was $75.7 million and $93.1 million, respectively. During the years ended December 31, 2011 and 2010, the Company received cash payments from the borrower of $2.1 million and $1.9 million, respectively. During the year ended December 31, 2010, the Company recognized interest income from this loan of $11.7 million.

        A reconciliation of the Company's beginning and ending allowance for the losses related to the Company's senior secured loan to Cirrus follows (in thousands):

	Amount
Balance at January 1, 2011	$	3,397
Additions(1)		10,013
Balance at December 31, 2011	$	13,410

(1)

In September 2011 the Company recognized a total provision for losses of $15.4 million related to its Cirrus loan that is discussed above; $10.0 million of this provision reduced the carrying value of the loan and the remaining $5.4 million provision reduced the carrying value of the related accrued interest receivable (accrued interest on loans is presented in other assets; see Note 10 for additional information).

F-25

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(7) Loans Receivable (Continued)

HCR ManorCare Loans

        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. These interest-only loans paid interest on their par values at a floating rate of one-month London Interbank Offered Rate ("LIBOR") plus 4.0%. At December 31, 2010, the carrying value of these loans was $953 million.

        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. At December 31, 2010, the carrying value of the participation in this loan was $639 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. The $1.08 billion participations paid interest at LIBOR plus 1.25%.

        On April 7, 2011, upon closing of the HCR ManorCare Acquisition, the Company's loans to HCR ManorCare were settled, which resulted in additional interest income of $23 million that represents the excess of the loans' fair values above their carrying values at the time of settlement. See Note 3 for additional discussion related to the HCR ManorCare Acquisition.

Genesis HealthCare Loans

        In September and October 2010 the Company purchased participations in a senior loan and mezzanine note of Genesis HealthCare ("Genesis") with par values of $278 million and $50 million, respectively, each at a discount for $250 million and $40 million, respectively. At December 31, 2010, the carrying value of these loans was $293 million.

        The Genesis senior loan paid interest on the par value at LIBOR (subject to a floor of 1.5% increasing to 2.5% by maturity) plus a spread of 4.75% increasing to 5.75% by maturity. The senior loan was secured by all of Genesis' assets. The mezzanine note paid interest on the par value at LIBOR plus a spread of 7.50%. In addition to the coupon interest payments, the mezzanine note required the payment of a termination fee, of which the Company's share prior to the early repayment of this loan was $2.3 million. The mezzanine note was subordinate to the senior loan and secured by an indirect pledge of equity ownership in Genesis' assets.

        On April 1, 2011, the Company received $330.4 million from the early repayment of its loans to Genesis, and recognized additional interest income of $34.8 million, which represents the related unamortized discount and termination fee.

F-26

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(8) Investments in and Advances to Unconsolidated Joint Ventures

HCP Ventures II

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

        The HCP Ventures II consideration is as follows (in thousands):

	January 14, 2011
Cash paid for HCP Ventures II's partnership interest	$	135,550
Fair value of HCP's 35% interest in HCP Ventures II (carrying value of $65,223 at closing)(1)		72,992
Total consideration	$	208,542
Estimated fees and costs
Legal, accounting and other fees and costs(2)	$	150
Debt assumption fees(3)		500
Total	$	650

(1)

The Company recognized a gain of approximately $8 million, included in other income, net, which represents the fair value of the Company's 35% interest in HCP Ventures II in excess of its carrying value on the acquisition date.

(2)

Represents estimated fees and costs that were expensed and included in general and administrative expenses. These charges are directly attributable to the transaction and represent non-recurring costs.

(3)

Represents debt assumption fees that were capitalized as deferred debt costs.

        In accordance with the accounting guidance applicable to acquisitions of the partner's ownership interests that result in consolidation of previously unconsolidated entities, the Company recorded all of the assets and liabilities of HCP Ventures II at their fair value as of the January 14, 2011 acquisition date. The Company utilized relevant market data and valuation techniques to allocate the acquisition date fair value for HCP Ventures II. Relevant market data and valuation techniques included, but were not limited to, market data comparables for capitalization and discount rates, credit spreads and property specific cash flows assumptions. The capitalization and discount rates as well as credit spread assumptions utilized in the Company's valuation model were based on information that it believes to be within a reasonable range of current market data. The following table summarizes the fair values of the

F-27

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(8) Investments in and Advances to Unconsolidated Joint Ventures (Continued)

HCP Ventures II assets acquired and liabilities assumed as of the acquisition date of January 14, 2011 (in thousands):

Assets acquired
Buildings and improvements	$	683,033
Land		80,180
Cash		2,585
Restricted cash		1,861
Intangible assets		78,293
Total assets acquired	$	845,952
Liabilities assumed
Mortgage debt	$	635,182
Other liabilities		2,228
Total liabilities assumed		637,410
Net assets acquired	$	208,542

        The related assets, liabilities and results of operations of HCP Ventures II are included in the consolidated financial statements from the date of acquisition, January 14, 2011.

Summary of Unconsolidated Joint Venture Information

        The Company owns interests in the following entities that are accounted for under the equity method at December 31, 2011 (dollars in thousands):

Entity(1)	Investments	Investment(2)			Ownership%
HCR ManorCare	post-acute/skilled nursing operations	$	97,763		9.9(3)
HCP Ventures III, LLC	13 medical office buildings ("MOBs")		8,720		30
HCP Ventures IV, LLC	54 MOBs and 4 hospitals		35,272		20
HCP Life Science(4)	4 life science facilities		66,522		50 - 63
Horizon Bay Hyde Park, LLC	1 senior housing development		7,086		72
Suburban Properties, LLC	1 MOB		7,736		67
Advances to unconsolidated joint ventures, net			953
		$	224,052
Edgewood Assisted Living Center, LLC	1 senior housing facility	$	(356	)	45
Seminole Shores Living Center, LLC	1 senior housing facility		(608	)	50
		$	(964	)

(1)

These entities are not consolidated because the Company does not control, through voting rights or other means, the joint ventures. See Note 2 regarding the Company's accounting principles of consolidation.

F-28

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(8) Investments in and Advances to Unconsolidated Joint Ventures (Continued)

(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)

Subject to dilution of certain equity awards, the ownership percentage is approximately 9.3%. See discussion of the HCR ManorCare Acquisition in Note 3.

(4)

Includes three unconsolidated joint ventures between the Company and an institutional capital partner for which the Company is the managing member. HCP Life Science includes the following partnerships: (i) Torrey Pines Science Center, LP (50%); (ii) Britannia Biotech Gateway, LP (55%); and (iii) LASDK, LP (63%).

        Summarized combined financial information for the Company's unconsolidated joint ventures follows (in thousands):

	December 31,
	2011(1)		2010(2)
Real estate, net	$	3,806,187	$	1,633,209
Goodwill		3,243,100		—
Other assets, net		2,554,590		131,714
Total assets	$	9,603,877	$	1,764,923
Capital lease obligations and other debt	$	6,373,500	$	—
Mortgage debt		498,243		1,148,839
Accounts payable		1,083,581		32,120
Other partners' capital		1,465,536		415,697
HCP's capital(3)		183,017		168,267
Total liabilities and partners' capital	$	9,603,877	$	1,764,923

(1)

Includes the financial information of HCR ManorCare, in which the Company acquired an interest for $95 million that represented a 9.3% equity interest (adjusted for dilution for certain equity awards) on April 7, 2011.

(2)

Includes the financial information of HCP Ventures II, which was consolidated on January 14, 2011.

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(8) Investments in and Advances to Unconsolidated Joint Ventures (Continued)

(3)

The combined basis difference of the Company's investments in these joint ventures of $39 million, as of December 31, 2011, is primarily attributable to goodwill, real estate, capital lease obligations, deferred tax assets and lease related net intangibles.

	Year Ended December 31,(1)
	2011(2)			2010			2009
Total revenues	$	4,388,376		$	172,972		$	184,102
Net loss(3)(4)		(827,306	)		(54,237	)		(341	)
HCP's share in earnings(3)(4)		46,750			4,770			3,511
HCP's impairment of its investment in HCP Ventures II(4)		—			(71,693	)		—
Fees earned by HCP		2,073			4,666			5,312
Distributions received by HCP		5,681			9,738			14,142

(1)

Includes the financial information of HCP Ventures II, through January 14, 2011, at which time it was consolidated.

(2)

Includes the financial information of HCR ManorCare, in which the Company acquired an interest for $95 million that represented a 9.3% equity interest (adjusted for dilution for certain equity awards) on April 7, 2011.

(3)

The combined net loss for the year ended December 31, 2011, includes impairments, net of the related tax benefit, of $865 million related to HCR ManorCare's goodwill and intangible assets. The impairments at the operating entity were the result of reduced cash flows primarily caused by the reimbursement reductions for the Medicare skilled nursing facility Prospective Payment System announced by the Centers for Medicare & Medicaid Services (CMS) effective October 1, 2011. These reimbursement reductions were previously considered in the Company's underwriting assumptions for its initial investments in the operations of HCR ManorCare; therefore, the impairments are not considered to be part of the Company's basis in its investment. As such, HCR ManorCare's impairments during the year ended December 31, 2011 did not have an impact on the Company's share of earnings from or its investment in HCR ManorCare.

(4)

Net loss for the year ended December 31, 2010, includes an impairment of $54.5 million related to straight-line rent assets of HCP Ventures II (the "Ventures"). Concurrently, during the year ended December 31, 2010 HCP recognized a $71.7 million impairment of its investment in the Ventures that was primarily attributable to a reduction in the fair value of the Ventures' real estate assets and 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, 2011 and 2010, 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 $574.0 million and $511.4 million, respectively. At December 31, 2011

F-30

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(9) Intangibles (Continued)

and 2010, the accumulated amortization of intangible assets was $200.2 million and $195.0 million, respectively. The remaining weighted average amortization period of intangible assets was 11 years and nine years at December 31, 2011 and 2010, respectively.

        At December 31, 2011 and 2010, intangible lease liabilities, comprised of below market lease intangibles and above market ground lease intangibles, were $219.6 million and $233.5 million, respectively. At December 31, 2011 and 2010, the accumulated amortization of intangible liabilities was $95.5 million and $85.4 million, respectively. The remaining weighted average amortization period of unfavorable market lease intangibles was approximately eight years at both December 31, 2011 and 2010.

        For the years ended December 31, 2011, 2010 and 2009, rental income includes additional revenues of $6.2 million, $8.2 million and $16.3 million, respectively, from the amortization of net below market lease intangibles. For the years ended December 31, 2011, 2010 and 2009, operating expenses include additional expense of $0.6 million, $0.4 million and $0.4 million, respectively, from the amortization of net above market ground lease intangibles. For the years ended December 31, 2011, 2010 and 2009, depreciation and amortization expense includes additional expense of $44.8 million, $45.7 million and $63.3 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 to 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 identified 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
2012	$	52,327	$	17,841
2013		50,087		17,387
2014		47,386		16,925
2015		44,560		16,391
2016		41,571		15,931
Thereafter		137,832		39,667
	$	373,763	$	124,142

F-31

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(10) Other Assets

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

	December 31,
	2011		2010
Straight-line rent assets, net of allowance of $34,457 and $35,190, respectively	$	266,620	$	206,862
Leasing costs, net		92,288		86,676
Deferred debt issuance costs, net		35,649		23,541
Goodwill		50,346		50,346
Marketable equity securities		17,053		—
Other		23,502		55,461
Total other assets	$	485,458	$	422,886

        In June 2011 the Company purchased approximately $22.4 million of marketable equity securities. At December 31, 2011, the Company incurred a $5.4 million impairment for these securities as it concluded the deficiency in value of such securities below their carrying value was other-than-temporary.

        During the year ended December 31, 2010, the Company sold marketable debt securities for $174.2 million, which resulted in gains of approximately $13.4 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, losses and impairments on marketable securities are included in other income, net in the consolidated statements of income.

(11) Debt

Bank Line of Credit and Term Loan

        The Company's revolving line of credit facility provides for an aggregate borrowing capacity of $1.5 billion and matures on March 11, 2015, with a one-year committed extension option. The Company has the right to increase the commitments under the revolving line of credit facility by an aggregate amount of up to $500 million, subject to customary conditions. Borrowings under this revolving line of credit facility accrue interest at a rate per annum equal to LIBOR plus a margin that depends on the Company's debt ratings. The Company pays a facility fee on the entire revolving commitment that depends upon its debt ratings. Based on the Company's debt ratings at December 31, 2011, the margin on the revolving line of credit facility was 1.50% and the facility fee was 0.30%. At December 31, 2011, the Company had $454 million outstanding under this revolving line of credit facility with a weighted-average effective interest rate of 2.26%.

        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 Secured Debt to Consolidated Total Asset Value to 30%, (iii) limit the ratio of Unsecured Debt to Consolidated Unencumbered Asset Value to 60%, (iv) require a minimum Fixed Charge Coverage ratio of 1.5 times, and (v) require a formula-determined Minimum Consolidated Tangible Net Worth of $8.0 billion at

F-32

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(11) Debt (Continued)

December 31, 2011. At December 31, 2011, the Company was in compliance with each of these restrictions and requirements of the revolving line of credit facility.

        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 in interest expense. At the time the term loan was paid off, it accrued interest at a rate per annum equal to LIBOR plus 2.00%.

Senior Unsecured Notes

        At December 31, 2011, the Company had senior unsecured notes outstanding with an aggregate principal balance of $5.4 billion. At December 31, 2011, interest rates on the notes ranged from 1.45% to 7.07% with a weighted average effective rate of 5.70% and a weighted average maturity of 6.34 years. 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, 2011, 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 a rate of 4.88%.

        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%; net proceeds from the offering were $2.37 billion.

        In September 2011, the Company repaid $292 million of maturing senior unsecured notes, which accrued interest at a rate of 4.82%.

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

F-33

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(11) Debt (Continued)

        The following is a summary of senior unsecured notes outstanding by maturity date at December 31, 2011 (dollars in thousands):

Maturity	Principal Amount			Weighted Average Interest Rate
2012	$	250,000			6.67	%
2013		550,000			5.81
2014		487,000			3.28
2015		400,000			6.64
2016		900,000			5.07
2017		750,000			6.04
2018		600,000			6.83
2021		1,200,000			5.53
Thereafter		300,000			6.89
		5,437,000
Discounts, net		(20,937	)
	$	5,416,063

Mortgage and Other Secured Debt

        At December 31, 2011, the Company had $1.8 billion in aggregate principal amount of mortgage debt outstanding that is secured by 138 healthcare facilities (including redevelopment properties) that had a carrying value of $2.2 billion. At December 31, 2011, interest rates on the mortgage debt range from 1.96% to 8.78% with a weighted average effective interest rate of 6.12% and a weighted average maturity of 4.37 years.

        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.

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(11) Debt (Continued)

        The following is a summary of mortgage debt outstanding by maturity date at December 31, 2011 (dollars in thousands):

Maturity	Amount			Weighted Average Interest Rate
2012	$	66,761			4.91	%
2013		367,374			6.04
2014		183,758			5.74
2015		302,102			6.01
2016		285,586			6.92
2017		512,460			6.10
2018		5,747			5.90
2019		1,184			N/A
2020		1,276			N/A
2021		4,242			5.57
Thereafter		47,778			5.18
		1,778,268
Discounts, net		(13,697	)
	$	1,764,571

        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.

Other Debt

        At December 31, 2011, the Company had $88 million of non-interest bearing life care bonds at two of its CCRCs and non-interest bearing occupancy fee deposits at two of its senior housing facility, all of which were payable to certain residents of the facilities (collectively, "Life Care Bonds"). At December 31, 2011, $31 million of the Life Care Bonds are refundable to the residents upon the resident moving out or to their estate upon death, and $57 million of the Life Care Bonds are refundable after the unit is successfully remarketed to a new resident.

F-35

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(11) Debt (Continued)

Debt Maturities

        The following table summarizes the Company's stated debt maturities and scheduled principal repayments at December 31, 2011 (in thousands):

Year	Line of Credit		Senior Unsecured Notes			Mortgage Debt			Total(1)
2012	$	—	$	250,000		$	66,761		$	316,761
2013		—		550,000			367,374			917,374
2014		—		487,000			183,758			670,758
2015		454,000		400,000			302,102			1,156,102
2016		—		900,000			285,586			1,185,586
Thereafter		—		2,850,000			572,687			3,422,687
		454,000		5,437,000			1,778,268			7,669,268
(Discounts) and premiums, net		—		(20,937	)		(13,697	)		(34,634	)
	$	454,000	$	5,416,063		$	1,764,571		$	7,634,634

(1)

Excludes $88 million of other debt that represents non-interest bearing Life Care Bonds and occupancy fee deposits at certain of the Company's senior housing facilities, which have no scheduled maturities.

(12) Commitments and Contingencies

Legal Proceedings

        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, Inc. ("Ventas") filed a complaint against the Company in the United States District Court for the Western District of Kentucky alleging, among other things, that the Company interfered with Ventas's prospective business advantage in connection with Ventas's 2007 acquisition of Sunrise Senior Living Real Estate Investment Trust ("Sunrise REIT"). Ventas sought compensatory damages in excess of $300 million plus punitive damages. Prior to the jury deliberations, the District Court dismissed, among other rulings, Ventas's claim for punitive damages. On September 4, 2009, the jury returned a verdict in favor of Ventas in the amount of approximately $102 million. The Company recognized $102 million as a provision for litigation expense during the three months ended September 30, 2009. Both Ventas and the Company appealed various rulings of the District Court and the jury verdict to the United States Sixth Circuit Court of Appeals. On May 17, 2011, the Sixth Circuit Court of Appeals held that the District Court erred by not submitting Ventas's claim for punitive damages to the jury, and affirmed the District Court's judgment in all other respects. On August 23, 2011, the Company paid Ventas $102 million resulting from the jury verdict. On

F-36

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(12) Commitments and Contingencies (Continued)

November 9, 2011, the Company and Ventas settled all claims relating to the litigation and the Company paid $125 million to Ventas in addition to the $102 million paid in August 2011.

        On June 29, 2009, several of the Company's subsidiaries, together with three of its tenants, filed complaints in the Delaware Court of Chancery (the "Court of Chancery") against Sunrise Senior Living, Inc. and three of its subsidiaries ("Sunrise"). One of the complaints, which related to four of the 64 communities subject to the dispute, was removed on July 24, 2009 to the United States District Court for the Eastern District of Virginia (the "Virginia District Court"). On April 30, 2010, the Virginia District Court dismissed all claims before it, and each party filed a notice of appeal regarding the decision with the United States Court of Appeals for the Fourth Circuit.

        On August 31, 2010, the Company entered into agreements with Sunrise in which: (i) the Company acquired the right to terminate management contracts on 27 of the 75 senior housing communities owned by the Company (these 27 communities were leased to tenants that had entered into management contracts with Sunrise); (ii) Sunrise agreed to limit certain fees and charges associated with the in-place management contracts of the remaining 48 communities, where such limitations were consistent with the parties' budgetary rights and obligations under existing agreements; (iii) the Company agreed to fund certain capital expenditures at the remaining 48 communities, and (iv) both parties dismissed all of the previous litigation proceedings that were filed against each other. The Company agreed to pay Sunrise $50 million for the right to terminate the management contracts of the 27 communities; after taking into account the rights to approximately $9 million of working capital that the Company received in conjunction with acquiring these termination rights, the net cost to acquire the termination rights was $41 million. The Company had marketed for lease the 27 communities to a limited group of operators, and prior to August 31, 2010, had received a favorable bid and an executed non-binding term sheet from Emeritus Corporation ("Emeritus"). On October 18, 2010, the Company executed two triple-net master leases with Emeritus for the 27 communities on terms consistent with a non-binding term sheet agreed to by the Company and Emeritus in August 2010, including fixed lease terms of 15 years and two 10 year extension options. Shortly thereafter, on October 31, 2010, the Company exercised its rights under the existing lease contracts to terminate the leases with the tenants that had entered into the management contracts with Sunrise for a payment of $2 million. The term of the new Emeritus leases commenced on November 1, 2010, immediately after such termination.

        The Company capitalized the $41 million cost for the above termination rights as an initial direct leasing cost of the new leases as it determined that: (i) acquiring the right to terminate Sunrise's long-term management contracts was essential to enable the Company to lease such communities to another operator; and (ii) prior to August 31, 2010, the leasing transaction with Emeritus was reasonably assured. The initial direct leasing costs will be amortized over the initial 15-year term of the new leases with Emeritus. Further, the Company concluded that no amount of the $50 million paid to Sunrise should be allocated to the dismissed litigation or to the existing leases on the 48 remaining communities, because the Company believed that: (i) as ruled by the Virginia District Court, Sunrise's counterclaims lacked merit and had no value, and the claims remaining in the Chancery Court arose from similar facts and were expected to be decided on the basis of similar law; (ii) Sunrise's agreement to limit certain fees on the remaining 48 communities, and the Company's agreement to fund certain capital expenditures at the communities, were each consistent with the Company's and Sunrise's obligations, respectively under the existing agreements; and (iii) the incremental value gained by the

F-37

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(12) Commitments and Contingencies (Continued)

reasonably assured future rents from Emeritus and the acquired working capital exceeded the payment to Sunrise.

Concentration of Credit Risk

        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.

        The following table provides information regarding the Company's concentration with respect to certain operators; the information provided is presented for the gross assets and revenues that are associated with certain operators as percentages of the respective segment's and total Company's gross assets and revenues:

Segment Concentrations:

	Percentage of Senior Housing Gross Assets				Percentage of Senior Housing Revenues
	December 31,				Year Ended December 31,
Operators	2011		2010		2011		2010		2009
HCR ManorCare(1)		14		—		10		—		—
Brookdale(2)		16		16		24		18		20
Emeritus(3)		18		26		23		19		16
Sunrise(3)(4)		22		30		18		29		38

	Percentage of Post-Acute/Skilled Nursing Gross Assets				Percentage of Post-Acute/Skilled Nursing Revenues
	December 31,				Year Ended December 31,
Operators	2011		2010		2011		2010		2009
HCR ManorCare(1)		94		75		83		71		51

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(12) Commitments and Contingencies (Continued)

Total Company Concentrations:

	Percentage of Total Company Gross Assets				Percentage of Total Company Revenues
	December 31,				Year Ended December 31,
Operators	2011		2010		2011		2010		2009
HCR ManorCare(1)		35		12		27		9		7
Brookdale(2)		5		5		7		5		6
Emeritus(3)		6		8		7		6		5
Sunrise(3)(4)		7		10		6		9		11

(1)

On April 7, 2011, the Company completed the acquisition of HCR ManorCare's real estate assets, which included the settlement of the Company's HCR ManorCare debt investments, see Notes 3 and 7 for additional information.

(2)

For the year ended December 31, 2011, Brookdale percentages exclude $47.1 million of senior housing, related to 21 senior housing facilities that Brookdale operates on our behalf under a RIDEA structure. Assuming that these revenues were attributable to Brookdale, the percentage of segment and total revenues for Brookdale would be 33% and 10%, respectively, for the year ended December 31, 2011. Assuming that these assets were attributable to Brookdale, the percentage of segment and total assets for Brookdale would be 27% and 9%, respectively, for the year ended December 31, 2011.

(3)

27 properties formerly operated by Sunrise were transitioned to Emeritus effective November 1, 2010. For the year ended December 31, 2010, Sunrise percentages exclude $32.6 million of revenues for 27 properties due to the consolidation of four VIEs from August 31 2010 to November 1, 2010. Assuming that these revenues were attributable to Sunrise, the percentage of segment and total revenues for Sunrise would be 37% and 11%, respectively, for the year ended December 31, 2010.

(4)

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 the Company's 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.

        On September 1, 2011, the Company completed a strategic venture with Brookdale that includes the operation of 37 HCP-owned senior living communities previously leased to or operated by Horizon Bay Retirement Living ("Horizon Bay"). As part of this transaction, Brookdale acquired Horizon Bay and: (i) assumed an existing triple-net lease for nine HCP communities; (ii) entered into a new triple-net lease related to four HCP communities; (iii) assumed Horizon Bay's management of three HCP communities, one of which was recently developed by HCP; and (iv) entered into management contracts and a joint venture agreement for a 10% interest in the real estate and operations for 21 of the Company's communities that are in a RIDEA structure. In connection with these transactions, the Company purchased $22.4 million of Brookdale's common stock in June 2011 (see Note 10 for additional information regarding these marketable equity securities).

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(12) Commitments and Contingencies (Continued)

        Under the provisions of RIDEA, a REIT may lease "qualified health care properties" on an arm's length basis to a TRS if the property is operated on behalf of such subsidiary by a person who qualifies as an "eligible independent contractor." The year ended December 31, 2011 includes $47.1 million and $29.8 million in revenues and operating expenses, respectively, as a result of reflecting the facility-level results for the 21 RIDEA facilities operated by Brookdale beginning September 1, 2011.

        The year ended December 31, 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 leasing properties to certain senior housing and post-acute/skilled nursing operators, leases with operators are often combined into portfolios that contain cross-default terms, so that if a tenant of any of the properties in a portfolio defaults on its obligations under its lease, the Company may pursue its remedies under the lease with respect to any of the properties in the portfolio. Certain portfolios also contain terms whereby the net operating profits of the properties are combined for the purpose of securing the funding of rental payments due under each lease.

        At December 31, 2011 and 2010, the Company's gross real estate assets in the state of California, excluding assets held-for-sale, represented approximately 23% and 26% of the Company's total assets, respectively.

DownREIT LLCs

        In connection with the formation of certain DownREIT limited liability companies ("LLCs"), members may contribute appreciated real estate to a DownREIT LLC in exchange for DownREIT units. These contributions are generally tax-deferred, so that the pre-contribution gain related to the property is not taxed to the member. However, if a contributed property is later sold by the DownREIT LLC, the unamortized pre-contribution gain that exists at the date of sale is specifically allocated and taxed to the contributing members. In many of the DownREITs, the Company has entered into indemnification agreements with those members who contributed appreciated property into the DownREIT LLC. Under these indemnification agreements, if any of the appreciated real estate contributed by the members is sold by the DownREIT LLC in a taxable transaction within a specified number of years, the Company will reimburse the affected members for the federal and state income taxes associated with the pre-contribution gain that is specially allocated to the affected member under the Code ("make-whole payments"). These make-whole payments include a tax gross-up provision. These indemnification agreements have expiration terms that range through 2020.

F-40

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(12) Commitments and Contingencies (Continued)

Credit Enhancement Guarantee

        Certain of the Company's senior housing facilities serve as collateral for $123 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 $370 million as of December 31, 2011.

Environmental Costs

        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.

General Uninsured Losses

        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.

Tenant Purchase Options

        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 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
2012	$	14,232		8
2013		34,759		16
2014		36,515		15
2015		16,115		14
2016		40,203		21
Thereafter		94,339		57
	$	236,163		131

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(12) Commitments and Contingencies (Continued)

Rental Expense

        The Company's rental expense attributable to continuing operations for the years ended December 31, 2011, 2010 and 2009 was approximately $6.2 million, $5.9 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 are up to 99 years, excluding extension options. Future minimum lease obligations under non-cancelable ground and other operating leases as of December 31, 2011 were as follows (in thousands):

Year	Amount
2012	$	5,455
2013		5,544
2014		4,928
2015		4,650
2016		3,705
Thereafter		178,430
	$	202,712

(13) Equity

Preferred Stock

        The following summarizes cumulative redeemable preferred stock outstanding at December 31, 2011:

Series	Shares Outstanding		Issue Price		Dividend Rate
Series E		4,000,000	$	25/share		7.25	%
Series F		7,820,000	$	25/share		7.10	%

        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 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, at their par value.

        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

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(13) Equity (Continued)

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,
	2011		2010		2009		2011		2010		2009
	(unaudited)
Ordinary dividends	$	1.4335	$	1.6695	$	1.2572	$	1.4038	$	1.6350	$	1.2312
Capital gain dividends		0.3790		0.1430		0.5553		0.3712		0.1400		0.5438
	$	1.8125	$	1.8125	$	1.8125	$	1.7750	$	1.7750	$	1.7750

        On January 26, 2012, the Company announced that its Board 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 30, 2012 to stockholders of record as of the close of business on March 15, 2012.

Common Stock

        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,
	2011		2010		2009
	(unaudited)
Ordinary dividends	$	0.9259	$	1.0935	$	1.2763
Capital gain dividends		0.2448		0.0937		0.5637
Nondividend distributions		0.7493		0.6728		—
	$	1.9200	$	1.8600	$	1.8400

        On January 26, 2012, the Company announced that its Board declared a quarterly cash dividend of $0.50 per share. The common stock cash dividend will be paid on February 22, 2012 to stockholders of record as of the close of business on February 6, 2012.

        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.

        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.

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(13) Equity (Continued)

        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.

        In March 2011, the Company completed a $1.273 billion public offering of 34.5 million shares of common stock at a price of $36.90 per share. The Company received total net proceeds of $1.235 billion.

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

	Year Ended December 31,
	2011		2010
	(shares in thousands)
Dividend Reinvestment and Stock Purchase Plan ("DRIP")		1,910		1,338
Conversion of DownREIT units		80		167
Exercise of stock options		1,157		253
Restricted stock awards(1)		—		224
Vesting of restricted stock units(1)		228		276

(1)

Issued under the Company's 2006 Performance Incentive Plan.

Accumulated Other Comprehensive Loss

        The following is a summary of the Company's accumulated other comprehensive loss (in thousands):

	December 31,
	2011			2010
	(in thousands)
AOCI—unrealized losses on cash flow hedges, net	$	(15,712	)	$	(10,312	)
Supplemental Executive Retirement Plan minimum liability		(2,794	)		(2,299	)
Cumulative foreign currency translation adjustment		(1,076	)		(626	)
Total accumulated other comprehensive loss	$	(19,582	)	$	(13,237	)

Noncontrolling Interests

        At December 31, 2011, 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, 2011, the carrying and market value of the 4.2 million DownREIT units were $170.2 million and $244.2 million, respectively.

(14) Segment Disclosures

        The Company evaluates its business and makes resource allocations based on its five business segments: (i) senior housing, (ii) post-acute/skilled nursing, (iii) life science, (iv) medical office and (v) hospital. Under the senior housing, post-acute/skilled nursing, life science and hospital segments,

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(14) Segment Disclosures (Continued)

the Company invests or co-invests primarily in single operator or tenant properties, through the acquisition and development of real estate, management of operations and by debt issued by operators in these sectors. Under the medical office segment, the Company invests or co-invests through the acquisition and development of medical office buildings ("MOBs") that are leased under gross, modified gross or triple-net leases, generally to multiple tenants, and which generally require a greater level of property management. The accounting policies of the segments are the same as those described under Summary of Significant Accounting Policies (see Note 2). There were no intersegment sales or transfers during the years ended December 31, 2011 and 2010. 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, marketable equity securities 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, 2011:

Segments	Rental Revenues(1)		Income From DFLs		Interest Income		Investment Management Fees		Total Revenues		NOI(2)
Senior housing	$	428,760	$	103,896	$	178	$	70	$	532,904	$	498,110
Post-acute/skilled nursing		38,003		360,808		98,450		—		497,261		398,218
Life science		288,151		—		—		4		288,155		235,355
Medical office		320,115		—		—		1,999		322,114		192,211
Hospital		83,128		—		1,236		—		84,364		78,798
Total	$	1,158,157	$	464,704	$	99,864	$	2,073	$	1,724,798	$	1,402,692

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(14) Segment Disclosures (Continued)

        For the year ended December 31, 2010:

Segments	Rental Revenues(1)		Income From DFLs		Interest Income		Investment Management Fees		Total Revenues		NOI(2)
Senior housing	$	331,828	$	49,438	$	364	$	2,300	$	383,930	$	352,469
Post-acute/skilled nursing		37,242		—		121,703		—		158,945		37,042
Life science		276,762		—		—		4		276,766		228,270
Medical office		309,285		—		—		2,362		311,647		181,400
Hospital		83,491		—		38,096		—		121,587		78,661
Total	$	1,038,608	$	49,438	$	160,163	$	4,666	$	1,252,875	$	877,842

        For the year ended December 31, 2009

Segments	Rental Revenues(1)		Income From DFLs		Interest Income		Investment Management Fees		Total Revenues		NOI(2)
Senior housing	$	286,010	$	51,495	$	1,147	$	2,789	$	341,441	$	335,980
Post-acute/skilled nursing		36,585		—		82,704		—		119,289		36,450
Life science		254,979		—		—		4		254,983		207,694
Medical office		306,297		—		—		2,519		308,816		175,818
Hospital		81,361		—		40,295		—		121,656		77,487
Total	$	965,232	$	51,495	$	124,146	$	5,312	$	1,146,185	$	833,429

(1)

Represents rental and related revenues, tenant recoveries, and resident fees and services.

(2)

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, resident fees and services, 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 settlement and provision, impairments, impairment recoveries, other income, net, income taxes, equity income from and impairments of investments in unconsolidated joint ventures, and discontinued operations. The Company believes NOI provides 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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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(14) Segment Disclosures (Continued)

        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,
	2011			2010			2009
Net operating income from continuing operations	$	1,402,692		$	877,842		$	833,429
Interest income		99,864			160,163			124,146
Investment management fee income		2,073			4,666			5,312
Depreciation and amortization		(356,623	)		(311,008	)		(315,736	)
Interest expense		(419,337	)		(288,538	)		(298,600	)
General and administrative		(96,150	)		(83,046	)		(77,899	)
Litigation settlement and provision		(125,000	)		—			(101,973	)
(Impairments) recoveries		(15,400	)		11,900			(75,389	)
Other income, net		12,335			15,818			7,768
Income taxes		(1,249	)		(412	)		(1,910	)
Equity income from unconsolidated joint ventures		46,750			4,770			3,511
Impairments of investment in unconsolidated joint venture		—			(71,693	)		—
Total discontinued operations		4,539			23,933			43,492
Net income	$	554,494		$	344,395		$	146,151

        The Company's total assets by segment were:

	December 31,
Segments	2011			2010
Senior housing	$	5,911,352		$	4,342,289
Post-acute/skilled nursing		5,644,472			2,133,640
Life science		3,886,851			3,709,528
Medical office		2,336,302			2,299,311
Hospital		757,618			770,038
Gross segment assets		18,536,595			13,254,806
Accumulated depreciation and amortization		(1,670,511	)		(1,427,510	)
Net segment assets		16,866,084			11,827,296
Real estate held-for-sale, net		4,159			20,961
Other non-segment assets		538,232			1,483,666
Total assets	$	17,408,475		$	13,331,923

        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

F-47

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(14) Segment Disclosures (Continued)

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 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, 2011, 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, 2011; 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, 2011, are as follows (in thousands):

Year	Amount
2012	$	931,190
2013		904,052
2014		851,711
2015		802,147
2016		751,847
Thereafter		3,240,862
	$	7,481,809

(16) Compensation Plans

Stock Based Compensation

        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 7.8 million shares at December 31, 2011, of which approximately 5.2 million shares may be issued as restricted stock and performance restricted stock units.

Stock Options

        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 four- to 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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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(16) Compensation Plans (Continued)

        A summary of the stock 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, 2010		7,126		$	27.69		6.7	$	66,073
Granted		710			36.96
Exercised		(1,157	)		26.61
Forfeited		(155	)		33.32
Outstanding as of December 31, 2011		6,524			28.76		6.1		84,169
Exercisable as of December 31, 2011		3,239			28.60		4.7		42,309

        The following table summarizes additional information concerning outstanding and exercisable stock options at December 31, 2011 (shares in thousands):

							Currently Exercisable
					Weighted Average Remaining Contractual Term (Years)
Range of Exercise Price	Shares Under Options		Weighted Average Exercise Price				Shares Under Options		Weighted Average Exercise Price
$23.34 - $25.52		2,327	$	23.81		6.1		1,032	$	24.41
27.11 - 28.35		1,960		27.74		5.3		1,245		27.39
31.95 - 39.72		2,237		34.80		6.7		962		34.66
		6,524		28.76		6.1		3,239		28.60

        The following table summarizes additional information concerning unvested stock options at December 31, 2011 (shares in thousands):

	Shares Under Options			Weighted Average Grant Date Fair Value
Unvested at December 31, 2010		3,889		$	3.24
Granted		710			5.97
Vested		(1,159	)		3.10
Forfeited		(155	)		5.54
Unvested at December 31, 2011		3,285			3.77

        The weighted average fair value per share at the date of grant for options awarded during the years ended December 31, 2011, 2010 and 2009 was $5.97, $5.17 and $2.23, respectively. The total vesting date intrinsic values of shares under options vested during the years ended December 31, 2011, 2010 and 2009 was $15.8 million, $10.7 million and $1.8 million, respectively. The total intrinsic value of vested shares under options at December 31, 2011 was $42.3 million.

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(16) Compensation Plans (Continued)

        Proceeds received from options exercised under the 2006 Incentive Plan for the years ended December 31, 2011, 2010 and 2009 were $30.8 million, $6.3 million and $7.4 million, respectively. The total intrinsic value of options exercised during the years ended December 31, 2011, 2010 and 2009 was $13.4 million, $2.3 million and $4.9 million, respectively.

        The fair value of the stock options granted during the years ended December 31, 2011, 2010 and 2009 was estimated on the date of grant using a Black-Scholes option valuation model that uses the assumptions described below. The risk-free rate is based on the U.S. Treasury yield curve in effect at the grant date. The expected life (estimated period of time outstanding) of the stock options granted was estimated using the historical exercise behavior of employees and turnover rates. For stock options granted in 2011 and 2010, the expected volatility was based on the average of the Company's: (i) historical volatility of the adjusted closing prices of its common stock for a period equal to the stock option's expected life, ending on the grant date, calculated on a weekly basis and (ii) the implied volatility of traded options on its common stock for a period equal to 30 days ending on the grant date. For stock options granted prior to 2010, the expected volatility was based on the Company's historical volatility of the adjusted closing prices of its common stock for a period equal to the stock option's expected life, ending on the grant date and calculated on a weekly basis. The following table summarizes the Company's stock option valuation assumptions:

	2011			2010			2009
Risk-free rate		2.58	%		2.77	%		2.27	%
Expected life (in years)		6.5			6.3			6.5
Expected volatility		31.8	%		35.0	%		26.0	%
Expected dividend yield		6.1	%		6.2	%		7.3	%

Restricted Stock and Performance Restricted Stock Units

        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 closing market price of the Company's common stock on that date. Generally, the Company recognizes the fair value of the awards over the applicable vesting period as compensation expense. Upon any exercise or payment of restricted shares or units, the participant is required to pay the related tax withholding obligation. 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 market price of the Company's common stock on the date that the relevant transaction occurs. During 2011, 2010 and 2009, the Company withheld 136,000, 154,000 and 110,000 shares, respectively, to offset tax withholding obligations.

F-50

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(16) Compensation Plans (Continued)

        The following table summarizes additional information concerning restricted stock and restricted stock units at December 31, 2011 (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, 2010		1,026		$	29.71		536		$	28.08
Granted		764			37.22		—			N/A
Vested		(228	)		29.46		(162	)		28.91
Forfeited		(84	)		34.51		(35	)		27.61
Unvested at December 31, 2011		1,478			32.59		339			27.75

        At December 31, 2011, 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, 2011, 2010 and 2009 were $14.4 million, $12.5 million and $7.6 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 10 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, 2011, the total number of restricted stock units under this arrangement was approximately 303,000.

        Total share-based compensation expense recognized during the years ended December 31, 2011, 2010 and 2009 was $20.2 million, $15.1 million and $14.6 million, respectively. As of December 31, 2011, there was $44.2 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 three years.

Employee Benefit Plan

        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 2011, 2010 and 2009, the Company's matching contributions were approximately $0.8 million, $0.9 million and $0.7 million, respectively.

(17) Impairments

        During the year ended December 31, 2011, the Company concluded that its senior secured term loan to an affiliate of Cirrus was impaired and established a provision for losses (impairment) of $15.4 million. The impairment resulted from the Company's conclusion that the carrying value of its loan was in excess of the fair value of the loan's underlying collateral assets. This provision for losses reduced the carrying value of its investment from $91.1 million to its fair value of $75.7 million. The fair value of the Company's loan investment was based on a discounted cash flow valuation model and

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(17) Impairments (Continued)

inputs considered to be a Level 3 measurement within the fair value hierarchy. Inputs to this valuation model include real estate capitalization rates, discount rates, earnings multiples, industry growth rates and operating margins, some of which influence the Company's expectation of future cash flows from the loan and, accordingly, the fair value of its investment.

        On October 12, 2010, the Company concluded that its 35% interest in HCP Ventures II, which owns 25 senior housing properties leased by Horizon Bay Communities or certain of its affiliates (collectively "Horizon Bay"), was impaired. The impairment resulted from the recent and projected deterioration of the operating performance of the properties leased by Horizon Bay from HCP Ventures II. During the year ended December 31, 2010 the Company recognized an impairment of $71.7 million related to its investment in HCP Ventures II, which reduced the carrying value of its investment from $136.8 million to its fair value of $65.1 million. The fair value of the Company's investment in HCP Ventures II was based on a discounted cash flow valuation model that is considered to be a Level 3 measurement within the fair value hierarchy. Inputs to this valuation model include real estate capitalization rates, discount rates, industry growth rates and operating margins, some of which influence the Company's expectation of future cash flows from HCP Ventures II and, accordingly, the fair value of its investment.

        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 land-only 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.

(18) Income Taxes

        During the years ended December 31, 2011, 2010 and 2009, the Company's total income tax expense was $1.2 million, $0.4 million, and $2.1 million, respectively. The Company's income tax expense from discontinued operations were insignificant for the years ended December 31, 2011 and 2010 and $0.2 million for the year ended December 31, 2009. 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, 2011, 2010 and 2009.

        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.

        At December 31, 2011 and 2010, the tax basis of the Company's net assets is less than the reported amounts by $7.4 billion and $2.0 billion, respectively. The difference between the reported amounts and the tax basis is primarily related to the Slough Estates USA, Inc. ("SEUSA") and HCR ManorCare acquisitions, which occurred in 2007 and 2011, respectively. Both SEUSA and HCR ManorCare were corporations subject to federal and state income taxes. As a result of these acquisitions, the Company succeeded to the tax attributes of SEUSA and HCR ManorCare, including

F-52

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(18) Income Taxes (Continued)

the tax basis in the acquired companies' assets and liabilities. The Company will be subject to a corporate- level tax on any taxable disposition of SEUSA's pre-acquisition assets that occur within ten years after its August 1, 2007 acquisition, and any taxable disposition of HCR ManorCare's pre-acquisition assets that occur within ten years after its April 7, 2011 acquisition.

        The corporate-level tax associated with the disposition of assets acquired in connection with the SEUSA and HCR ManorCare acquisitions would be assessed only to the extent of the built-in gain that existed on the date of each acquisition, based on the fair market value of the assets on August 1, 2007, with respect to SEUSA, and April 7, 2011, with respect to HCR ManorCare. The Company does not expect to dispose of any assets included in either acquisition that would result in the imposition of a material tax liability. As a result, the Company has not recorded a deferred tax liability associated with this corporate-level tax. Gains from asset dispositions occurring more than 10 years after either acquisition will not be subject to this corporate-level tax. However, the Company may dispose of SEUSA or HCR ManorCare assets before the applicable 10-year periods if it is able to effect a tax deferred exchange.

        In connection with the SEUSA and HCR ManorCare acquisitions, the Company assumed unrecognized tax benefits of $8 million and $2 million, respectively. During 2011, the Company had a net decrease in unrecognized tax benefits of $4.9 million. The decrease was caused by the reversal of the remaining $6.9 million in unrecognized tax benefits related to the SEUSA acquisition caused by SEUSA's settlement of federal and state tax audits for all years for which unrecognized tax benefits had been accrued, net of a $2.0 million increase in unrecognized tax benefits assumed in connection with the HCR ManorCare acquisition.

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

	Amount
Balance at January 1, 2009	$	8,856
Reductions based on prior years' tax positions		(881	)
Additions based on 2009 tax positions		—
Balance at December 31, 2009		7,975
Reductions based on prior years' tax positions		(1,085	)
Additions based on 2010 tax positions		—
Balance at December 31, 2010		6,890
Additions based on prior years' tax positions		1,783
Reductions based on prior years' tax positions		(6,890	)
Additions based on 2011 tax positions		194
Balance at December 31, 2011	$	1,977

        The Company anticipates that the balance in unrecognized tax benefits will not change over the next 12 months.

        Due to the reversal of the remaining balance of the SEUSA unrecognized tax benefits during 2011, the related $1.3 million of interest expense was also reversed. During the years ended December 31, 2011, 2010 and 2009, the Company recorded net reductions to interest expense of $1.1 million and net

F-53

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(18) Income Taxes (Continued)

increases to interest expense of $0.2 million and $0.3 million, respectively, associated with the unrecognized tax benefits.

        The Company has agreements with the sellers of SEUSA and HCR ManorCare whereby any increases in taxes and associated interest and penalties related to years prior to each of these acquisitions will be the responsibility of the sellers. Similarly, any pre-acquisition tax refunds and associated interest income will be refunded to the sellers.

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

(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,
	2011			2010			2009
Numerator
Income from continuing operations	$	549,955		$	320,462		$	102,659
Noncontrolling interests' share in continuing operations		(15,603	)		(13,686	)		(14,461	)
Income from continuing operations applicable to HCP, Inc.		534,352			306,776			88,198
Preferred stock dividends		(21,130	)		(21,130	)		(21,130	)
Participating securities' share in continuing operations		(2,459	)		(2,081	)		(1,491	)
Income from continuing operations applicable to common shares		510,763			283,565			65,577
Discontinued operations		4,539			23,933			43,492
Net income applicable to common shares	$	515,302		$	307,498		$	109,069
Denominator
Basic weighted average common shares		398,446			305,574			274,216
Dilutive stock options and restricted stock		1,772			1,326			415
Diluted weighted average common shares		400,218			306,900			274,631
Basic earnings per common share
Income from continuing operations	$	1.28		$	0.93		$	0.24
Discontinued operations		0.01			0.08			0.16
Net income applicable to common stockholders	$	1.29		$	1.01		$	0.40
Diluted earnings per common share
Income from continuing operations	$	1.28		$	0.92		$	0.24
Discontinued operations		0.01			0.08			0.16
Net income applicable to common shares	$	1.29		$	1.00		$	0.40

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(19) Earnings Per Common Share (Continued)

        Restricted stock and certain of the Company's performance restricted stock units are considered participating securities, because dividend payments are not forfeited even if the underlying award does not vest, which require the use of the two-class method when computing basic and diluted earnings per share.

        Options to purchase approximately 1.1 million, 1.9 million and 4.6 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, 2011, 2010 and 2009, respectively, were not included because they are anti-dilutive. Additionally, 5.9 million shares issuable upon conversion of 4.2 million DownREIT units during the year ended December 31, 2011; 6.0 million shares issuable upon conversion of 4.2 million DownREIT units during the year ended December 31, 2010; and 5.9 million shares issuable upon conversion of 4.3 million DownREIT units during the year ended December 31, 2009 were not included since they are anti-dilutive.

(20) Supplemental Cash Flow Information

	Year Ended December 31,
	2011			2010			2009
	(in thousands)
Supplemental cash flow information:
Interest paid, net of capitalized interest	$	348,455		$	282,750		$	291,936
Taxes paid		1,710			1,765			2,280
Capitalized interest		26,402			21,664			25,917
Supplemental schedule of non-cash investing activities:
Loan received upon real estate disposition		—			21,519			1,001
Accrued construction costs		11,525			3,558			3,253
Settlement of loans receivable as consideration for the HCR ManorCare Acquisition		1,990,406			—			—
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
Vesting of restricted stock units		228			276			194
Cancellation of restricted stock		35			52			53
Conversion of non-managing member units into common stock		3,456			6,135			23,045
Non-managing member units issued in connection with acquisitions		—			9,267			—
Mortgages included in the consolidation of HCP Ventures II		635,182			—			—
Mortgages assumed with real estate acquisitions		57,869			30,299			—
Unrealized gains (losses), net on available for sale securities and derivatives designated as cash flow hedges		(9,763	)		(59	)		82,995

        See additional information regarding supplemental non-cash financing activities related to of the HCR ManorCare Acquisition in Notes 3 and 7 and HCP Ventures II purchase in Note 8.

F-55

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(21) Variable Interest Entities

Unconsolidated Variable Interest Entities

        At December 31, 2011, the Company leased 48 properties to a total of seven VIE tenants and had an additional investment in a loan to a VIE borrower. The Company has determined that it is not the primary beneficiary of these VIEs. The carrying value and classification of the related assets, liabilities and maximum exposure to loss as a result of the Company's involvement with these VIEs are presented below at December 31, 2011 (in thousands):

VIE Type	Maximum Loss Exposure(1)		Asset/Liability Type	Carrying Amount
VIE tenants—operating leases	$	342,057	Lease intangibles, net and straight-line rent receivables	$	15,164
VIE tenants—DFLs		1,161,614	Net investment in DFLs		592,198
Loan—senior secured		75,650	Loans receivable, net		75,650

(1)

The Company's maximum loss exposure related to the VIE tenants represents the future minimum lease payments over the remaining term of the respective leases, which may be mitigated by re-leasing the properties to new tenants. The Company's maximum loss exposure related to its loan to the VIE represents its current aggregate carrying amount.

        As of December 31, 2011, the Company has not provided, and is not required to provide, financial support through a liquidity arrangement or otherwise, to its unconsolidated VIEs, including circumstances in which it could be exposed to further losses (e.g., cash shortfalls).

        The Company holds an interest-only, senior secured term loan made to a borrower 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 former and current 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.

        See Notes 7 and 12 for additional description of the nature, purpose and activities of the Company's VIEs and interests therein.

Consolidated Variable Interest Entities

        During 2010, the Company had leasing relationships with a total of four VIE tenants, related to 27 properties, whose operations were not consolidated by the Company prior to August 31, 2010 because it did not have the ability to control the activities (i.e., recurring operating activities) that most significantly impact the VIEs' economic performance. On August 31, 2010, the Company entered into a settlement agreement with Sunrise, whereby it determined that it had acquired the ability to control the activities that most significantly impact the VIEs' economic performance. As a result, the Company consolidated the four VIEs for the period from August 31, 2010 (the date of the settlement agreement with Sunrise) to November 1, 2010 (the date these 27 properties were transitioned and leased to Emeritus). See Note 12 for additional information regarding the VIE tenants.

F-56

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(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, 2011, there were no transfers of financial assets or liabilities between levels within the fair value hierarchy.

        The financial assets and liabilities carried at fair value on a recurring basis at December 31, 2011 are as follows (in thousands):

Financial assets and liabilities	Fair Value			Level 1		Level 2			Level 3
Marketable equity securities	$	17,053		$	17,053	$	—		$	—
Interest-rate swap liabilities(1)		(12,123	)		—		(12,123	)		—
Warrants(1)		1,334			—		—			1,334
	$	6,264		$	17,053	$	(12,123	)	$	1,334

(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 value of loans receivable, bank line of credit, mortgage debt and other debt are based on rates currently prevailing for similar instruments with similar maturities. The fair value 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 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,
	2011				2010
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(in thousands)
Loans receivable, net	$	110,253	$	111,073	$	2,002,866	$	2,026,389
Marketable equity securities		17,053		17,053		—		—
Warrants		1,334		1,334		1,500		1,500
Bank line of credit		454,000		454,000		—		—
Senior unsecured notes		5,416,063		5,819,304		3,318,379		3,536,413
Mortgage debt		1,764,571		1,870,070		1,235,779		1,258,185
Other debt		87,985		87,985		92,187		92,187
Interest-rate swap assets		—		—		3,865		3,865
Interest-rate swap liabilities		12,123		12,123		7,920		7,920

F-57

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, 2011 (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	$	(7,536	)
November 2008(3)	October 2016	Cash Flow		5.95	%	1 Month LIBOR+1.50%		27,600		(4,176	)
July 2009(4)	July 2013	Cash Flow		6.13	%	1 Month LIBOR+3.65%		14,000		(411	)

(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)

Acquired in conjunction with mortgage debt assumed related to real estate acquired on December 28, 2010. Hedges fluctuations in interest payments on variable-rate secured debt due to fluctuations in the underlying benchmark interest rate.

(4)

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

        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, 2011, 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 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

F-58

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(24) Derivative Financial Instruments (Continued)

revised its estimated issuance date for the underlying unsecured, fixed-rate debt. As a result, the Company recognized a $1.0 million charge in other income, net, during the year ended December 31, 2010, related to the interest payments that were no longer probable of occurring.

        In August 2009, the Company entered into an interest-rate swap contract (pay float and receive fixed), that was designated as hedging fluctuations in interest receipts related to its participation in the variable-rate first mortgage debt of HCR ManorCare. At March 31, 2011 the Company determined, based on the anticipated closing of the HCR ManorCare Acquisition during April 2011, the underlying hedged transactions (underlying mortgage debt interest receipts) were not probable of occurring. As a result, the Company reclassified $1 million of unrealized gains related to this interest-rate swap contract into other income, net. Concurrent with closing the HCR ManorCare Acquisition (for additional details see Note 3) the Company settled the interest-rate swap contract for proceeds of $1 million.

        For the year ended December 31, 2011, the Company recognized additional interest income of $0.6 million and additional interest expense of $0.6 million, resulting from its cash flow and fair value hedging relationships. At December 31, 2011, 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	$	1,664	$	(1,952	)	$	3,472	$	(3,760	)
November 2008	October 2016		614		(630	)		1,056		(1,252	)
July 2009	July 2013		99		(109	)		203		(213	)

(25) Transactions with Related Parties

        Mr. Klaritch, an executive vice president of the Company, was previously a senior executive and limited liability company member of MedCap Properties, LLC, which was acquired in October 2003 by HCP and a joint venture of which HCP was the managing member. As part of that transaction, MedCap Properties, LLC contributed certain property interests to a newly- formed entity, HCPI/Tennessee LLC, in exchange for DownREIT units. In connection with the transactions, Mr. Klaritch received 113,431 non-managing member units in HCPI/Tennessee, LLC in a distribution of his interest in MedCap Properties, LLC. Each DownREIT unit is redeemable for an amount of cash approximating the then-current market value of two shares of HCP's common stock or, at HCP's option, two shares of HCP's common stock (subject to certain adjustments, such as stock splits, stock dividends and reclassifications). In addition, the HCPI/Tennessee, LLC agreement provides for a "make-whole"

F-59

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(25) Transactions with Related Parties (Continued)

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, 2011 and 2010 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 2011
	March 31		June 30		September 30		December 31
	(in thousands, except per share data, unaudited)
Total revenues	$	331,128	$	488,126	$	444,088	$	461,456
Income before income taxes and equity income from and impairments of investments in unconsolidated joint ventures		72,882		219,214		158,086		54,272
Total discontinued operations		341		336		340		3,522
Net income		73,984		234,252		175,471		70,787
Net income applicable to HCP, Inc.		70,093		228,759		172,195		67,844
Dividends paid per common share		0.48		0.48		0.48		0.48
Basic earnings per common share		0.17		0.55		0.41		0.15
Diluted earnings per common share		0.17		0.55		0.41		0.15

	Three Months Ended During 2010
	March 31		June 30		September 30		December 31
	(in thousands, except per share data, unaudited)
Total revenues	$	294,265	$	301,315	$	316,475	$	340,820
Income before income taxes and equity income from and impairments of investments in unconsolidated joint ventures		81,883		85,452		93,446		127,016
Total discontinued operations		1,206		1,227		5,078		16,422
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

        The above selected quarterly financial data includes the following significant transactions:

•

During the three months ended March 30, 2010, the Company recognized aggregate income of $11.9 million, which represents impairment recoveries of portions of previous impairment charges related to investments in three direct financing leases and a participation interest in a senior construction loan related to Erickson as a result of the bankruptcy court's approval of the settlement agreement and confirmation of Erickson's final plan of reorganization.

•

The three months ended September 30, 2010 include increases of $13.7 million in revenues, as a result of reflecting the facility-level results for one month from 27 facilities leased to four VIE

F-60

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(26) Selected Quarterly Financial Data (Continued)

tenants operated by Sunrise that were consolidated as a result of the termination rights the Company acquired from the settlement agreement.

•

During the three months ended September 30, 2010, the Company recognized impairments of $71.7 million related to its 35% interest in HCP Ventures II. The impairment resulted from the recent and projected deterioration of the operating performance of the properties leased by Horizon Bay from HCP Ventures II.

•

The three months ended December 31, 2010 include increases of $15.7 million in revenues, as a result of reflecting the facility-level results for one month from 27 facilities leased to four VIE tenants operated by Sunrise that were consolidated as a result of the termination rights the Company acquired from the settlement agreement.

•

On January 14, 2011, the Company acquired its partner's 65% interest in HCP Ventures II, a joint venture that owned 25 senior housing facilities, becoming the sole owner of the portfolio. The impact of the Company's consolidation of HCP Ventures II is included in the results beginning in the quarter ended March 31, 2011.

•

On April 7, 2011, the Company completed its acquisition of substantially all of the real estate assets of HCR ManorCare. The impact of the HCR ManorCare Acquisition is included in the results beginning in the quarter ended June 30, 2011.

•

On September 1, 2011, the Company completed a strategic venture with Brookdale that includes the operation of 37 HCP-owned senior living communities previously leased to or operated by Horizon Bay. The impact of reflecting the facility-level results for the 21 RIDEA facilities operated by Brookdale is included in the results beginning in the quarter ended September 30, 2011.

•

On November 9, 2011, the Company entered into an agreement with Ventas to settle all remaining claims relating to Ventas's litigation against HCP arising out of Ventas's 2007 acquisition of Sunrise Senior Living REIT. The Company paid $125 million to Ventas and incurred a charge during the quarter ended December 31, 2011 for such amount.

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HCP, Inc.

Schedule II: Valuation and Qualifying Accounts

December 31, 2011

(In thousands)

Allowance Accounts(1)

			Additions
							Deductions
			Amounts Charged Against Operations, net
Year Ended December 31,	Balance at Beginning of Year				Acquired Properties		Uncollectible Accounts Written-off			Disposed Properties			Balance at End of Year
2011	$	43,740	$	13,316	$	2	$	(4,673	)	$	(3,176	)	$	49,209
2010		129,505		8,519		—		(93,858	)		(426	)		43,740
2009		58,911		79,346		—		(8,504	)		(248	)		129,505

(1)

Includes allowance for doubtful accounts, straight-line rent reserves, and allowances for loan and direct financing lease losses.

F-62

HCP, Inc.

Schedule III: Real Estate and Accumulated Depreciation

December 31, 2011

(Dollars in thousands)

												Gross Amount at Which Carried As of December 31, 2011											Life on Which Depreciation in Latest Income Statement is Computed
					Initial Cost to Company
									Costs Capitalized Subsequent to Acquisition
City		State	Encumbrances at December 31, 2011		Land		Buildings and Improvements					Land		Buildings and Improvements		Total(1)		Accumulated Depreciation			Year Acquired/ Constructed
Senior housing
1087	Birmingham	AL	$	32,003	$	4,682	$	74,204	$	—		$	4,682	$	72,755	$	77,437	$	(13,044	)		2006		40
1086	Huntsville	AL		17,529		1,394		38,603		—			1,394		37,870		39,264		(6,540	)		2006		40
1107	Huntsville	AL		—		307		5,813		—			307		5,453		5,760		(716	)		2006		40
1154	Little Rock	AR		—		1,922		14,140		21			1,922		13,667		15,589		(1,840	)		2006		39
0786	Douglas	AZ		—		110		703		—			110		703		813		(244	)		2005		35
0518	Tucson	AZ		32,438		2,350		24,037		—			2,350		24,037		26,387		(6,610	)		2002		30
1974	Sun City	AZ		33,519		2,640		32,774		944			2,640		33,718		36,358		(1,253	)		2011		30
1238	Beverly Hills	CA		—		9,872		32,590		2,100			9,872		33,965		43,837		(4,344	)		2006		40
1149	Camarillo	CA		—		5,798		19,427		—			5,798		18,651		24,449		(2,448	)		2006		40
1006	Carlsbad	CA		—		7,897		14,255		360			7,897		13,825		21,722		(1,797	)		2006		40
0883	Carmichael	CA		—		4,270		13,846		—			4,270		13,236		17,506		(1,682	)		2006		40
0851	Citrus Heights	CA		—		1,180		8,367		—			1,180		8,037		9,217		(1,494	)		2006		29
0790	Concord	CA		25,000		6,010		39,601		—			6,010		38,301		44,311		(6,127	)		2005		40
0787	Dana Point	CA		—		1,960		15,946		—			1,960		15,466		17,426		(2,481	)		2005		39
1152	Elk Grove	CA		—		2,235		6,339		—			2,235		6,186		8,421		(812	)		2006		40
0798	Escondido	CA		14,340		5,090		24,253		—			5,090		23,353		28,443		(3,746	)		2005		40
0791	Fremont	CA		9,246		2,360		11,672		—			2,360		11,192		13,552		(1,796	)		2005		40
1965	Fresno	CA		23,252		1,730		25,491		308			1,730		25,799		27,529		(983	)		2011		30
0788	Granada Hills	CA		—		2,200		18,257		—			2,200		17,637		19,837		(2,829	)		2005		39
1156	Hemet	CA		—		1,270		5,966		17			1,270		5,737		7,007		(754	)		2006		40
0856	Irvine	CA		—		8,220		14,104		—			8,220		13,564		21,784		(1,633	)		2006		45
0227	Lodi	CA		8,977		732		5,453		—			732		5,453		6,185		(2,072	)		1997		35
0226	Murietta	CA		6,032		435		5,729		—			435		5,729		6,164		(2,110	)		1997		35
1165	Northridge	CA		—		6,718		26,309		6			6,718		25,506		32,224		(3,348	)		2006		40
1561	Orangevale	CA		—		2,160		8,522		1,000			2,160		9,522		11,682		(1,485	)		2008		40
1168	Palm Springs	CA		—		1,005		5,183		21			1,005		4,841		5,846		(636	)		2006		40
0789	Pleasant Hill	CA		6,270		2,480		21,333		—			2,480		20,633		23,113		(3,310	)		2005		40
1166	Rancho Mirage	CA		—		1,798		24,053		5			1,798		23,144		24,942		(3,038	)		2006		40
1008	San Diego	CA		—		6,384		32,072		222			6,384		31,191		37,575		(4,094	)		2006		40
1007	San Dimas	CA		—		5,628		31,374		208			5,630		30,786		36,416		(4,040	)		2006		40
1009	San Juan Capistrano	CA		—		5,983		9,614		189			5,983		9,516		15,499		(1,247	)		2006		40
1167	Santa Rosa	CA		—		3,582		21,113		4			3,582		20,348		23,930		(2,671	)		2006		40
0793	South San Francisco	CA		10,665		3,000		16,586		—			3,000		16,056		19,056		(2,569	)		2005		40
1966	Sun City	CA		17,602		2,650		25,290		639			2,650		25,930		28,580		(1,035	)		2011		30
0792	Ventura	CA		10,077		2,030		17,379		—			2,030		16,749		18,779		(2,687	)		2005		40
1155	Yorba Linda	CA		—		4,968		19,290		—			4,968		18,494		23,462		(2,427	)		2006		40
1232	Colorado Springs	CO		—		1,910		24,479		11			1,910		23,526		25,436		(3,088	)		2006		40
0512	Denver	CO		49,862		2,810		36,021		1,616			2,810		37,637		40,447		(9,906	)		2002		30
1233	Denver	CO		—		2,511		30,641		82			2,511		29,920		32,431		(3,930	)		2006		40
1000	Greenwood Village	CO		—		3,367		43,610		—			3,367		42,814		46,181		(4,947	)		2006		40
1234	Lakewood	CO		—		3,012		31,913		5			3,012		31,120		34,132		(4,085	)		2006		40
0730	Torrington	CT		12,624		166		11,001		—			166		10,591		10,757		(1,765	)		2005		40
1010	Woodbridge	CT		—		2,352		9,929		224			2,363		9,680		12,043		(1,271	)		2006		40
0538	Altamonte Springs	FL		—		1,530		7,956		—			1,530		7,136		8,666		(1,604	)		2002		40
0861	Apopka	FL		5,892		920		4,816		—			920		4,716		5,636		(707	)		2006		35
0852	Boca Raton	FL		—		4,730		17,532		2,605			4,730		19,727		24,457		(3,275	)		2006		30
1001	Boca Raton	FL		11,648		2,415		17,923		—			2,415		17,561		19,976		(2,029	)		2006		40
0544	Boynton Beach	FL		8,036		1,270		4,773		—			1,270		4,773		6,043		(1,054	)		2003		40
1963	Boynton Beach	FL		34,546		2,550		31,183		(883	)		2,550		30,300		32,850		(1,208	)		2011		30
1964	Boynton Beach	FL		4,837		570		7,675		1,787			570		9,462		10,032		(317	)		2011		30
0539	Clearwater	FL		—		2,250		2,627		—			2,250		2,627		4,877		(590	)		2002		40
0746	Clearwater	FL		17,788		3,856		12,176		—			3,856		11,321		15,177		(2,669	)		2005		40
0862	Clermont	FL		8,345		440		6,518		—			440		6,418		6,858		(963	)		2006		35
1002	Coconut Creek	FL		13,928		2,461		16,006		—			2,461		15,620		18,081		(1,805	)		2006		40
0492	Delray Beach	FL		11,439		850		6,637		—			850		6,637		7,487		(1,308	)		2002		43
0850	Gainesville	FL		16,151		1,020		13,490		—			1,020		13,090		14,110		(1,827	)		2006		40
1095	Gainesville	FL		—		1,221		12,226		—			1,221		12,001		13,222		(1,575	)		2006		40
0490	Jacksonville	FL		44,230		3,250		25,936		—			3,250		25,936		29,186		(7,225	)		2002		35
1096	Jacksonville	FL		—		1,587		15,616		—			1,587		15,298		16,885		(2,008	)		2006		40
0855	Lantana	FL		—		3,520		26,452		—			3,520		25,652		29,172		(4,631	)		2006		30
1968	Largo	FL		60,593		2,920		60,956		710			2,920		61,665		64,585		(2,389	)		2011		30
0731	Ocoee	FL		16,546		2,096		9,322		—			2,096		8,801		10,897		(1,467	)		2005		40
0859	Oviedo	FL		8,603		670		8,071		—			670		7,971		8,641		(1,196	)		2006		35
1970	Palm Beach Gardens	FL		33,366		4,820		32,047		1,082			4,820		33,129		37,949		(1,318	)		2011		30
1017	Palm Harbor	FL		—		1,462		16,774		500			1,462		16,888		18,350		(2,234	)		2006		40
0190	Pinellas Park	FL		3,979		480		3,911		—			480		3,911		4,391		(1,761	)		1996		35
0732	Port Orange	FL		15,443		2,340		9,898		—			2,340		9,377		11,717		(1,563	)		2005		40
1971	Sarasota	FL		27,937		3,050		25,032		(335	)		3,050		24,697		27,747		(965	)		2011		30
0802	St. Augustine	FL		14,819		830		11,627		—			830		11,227		12,057		(2,032	)		2005		35
0692	Sun City Center	FL		9,884		510		6,120		—			510		5,865		6,375		(1,257	)		2004		35

F-63

HCP, Inc.

Schedule III: Real Estate and Accumulated Depreciation (Continued)

December 31, 2011

(Dollars in thousands)

												Gross Amount at Which Carried As of December 31, 2011											Life on Which Depreciation in Latest Income Statement is Computed
					Initial Cost to Company
									Costs Capitalized Subsequent to Acquisition
City		State	Encumbrances at December 31, 2011		Land		Buildings and Improvements					Land		Buildings and Improvements		Total(1)		Accumulated Depreciation			Year Acquired/ Constructed
0698	Sun City Center	FL		—		3,466		70,810		—			3,466		69,750		73,216		(14,897	)		2004		34
1097	Tallahassee	FL		—		1,331		19,039		—			1,331		18,695		20,026		(2,454	)		2006		40
0224	Tampa	FL		—		600		5,566		686			696		6,155		6,851		(1,677	)		1997		45
0849	Tampa	FL		12,194		800		11,340		—			800		10,940		11,740		(1,527	)		2006		40
1257	Vero Beach	FL		—		2,035		34,993		201			2,035		33,634		35,669		(4,411	)		2006		40
1605	Vero Beach	FL		—		700		16,234		—			700		16,234		16,934		(592	)		2010		35
1976	West Palm Beach	FL		—		990		2,431		494			990		2,925		3,915		(107	)		2011		30
1098	Alpharetta	GA		—		793		8,761		198			793		8,673		9,466		(1,142	)		2006		40
1099	Atlanta	GA		—		687		5,507		228			687		5,334		6,021		(704	)		2006		40
1169	Atlanta	GA		—		2,665		5,911		2			2,665		5,643		8,308		(741	)		2006		40
1241	Lilburn	GA		—		907		17,340		7			907		16,791		17,698		(2,204	)		2006		40
1112	Marietta	GA		—		894		6,944		325			904		6,993		7,897		(912	)		2006		40
1088	Davenport	IA		—		511		8,039		—			511		7,868		8,379		(1,033	)		2006		40
1093	Marion	IA		—		502		6,865		—			502		6,713		7,215		(881	)		2006		40
1091	Bloomington	IL		—		798		13,091		—			798		12,832		13,630		(1,684	)		2006		40
1587	Burr Ridge	IL		—		2,640		23,902		289			2,640		24,190		26,830		(1,765	)		2010		25
1089	Champaign	IL		—		101		4,207		1,592			279		5,463		5,742		(554	)		2006		40
1157	Hoffman Estates	IL		—		1,701		12,037		133			1,701		11,587		13,288		(1,529	)		2006		40
1090	Macomb	IL		—		81		6,062		—			81		5,905		5,986		(775	)		2006		40
1143	Mt. Vernon	IL		—		296		15,935		3,562			512		18,949		19,461		(2,171	)		2006		40
1969	Niles	IL		31,979		3,790		41,143		(739	)		3,790		40,404		44,194		(1,593	)		2011		30
1005	Oak Park	IL		26,271		3,476		35,259		—			3,476		34,713		38,189		(4,011	)		2006		40
1961	Olympia Fields	IL		36,139		4,120		25,892		(1,030	)		4,120		24,862		28,982		(1,036	)		2011		30
1162	Orland Park	IL		—		2,623		23,154		10			2,623		22,534		25,157		(2,958	)		2006		40
1092	Peoria	IL		—		404		10,050		—			404		9,840		10,244		(1,292	)		2006		40
1588	Prospect Heights	IL		—		2,680		20,299		474			2,680		20,774		23,454		(1,540	)		2010		25
1952	Vernon Hills	IL		53,035		4,900		42,546		1,273			4,900		43,819		48,719		(1,628	)		2011		30
1237	Wilmette	IL		—		1,100		9,373		—			1,100		9,149		10,249		(1,201	)		2006		40
0379	Evansville	IN		—		500		9,302		—			500		7,762		8,262		(2,068	)		1999		45
0457	Jasper	IN		—		165		5,952		359			165		6,311		6,476		(1,899	)		2001		35
1144	Indianapolis	IN		—		1,197		7,718		—			1,197		7,486		8,683		(983	)		2006		40
1145	Indianapolis	IN		—		1,144		8,261		7,371			1,144		15,399		16,543		(1,600	)		2006		40
1146	West Lafayette	IN		—		813		10,876		—			813		10,626		11,439		(1,395	)		2006		40
1170	Edgewood	KY		—		1,868		4,934		—			1,868		4,504		6,372		(591	)		2006		40
0697	Lexington	KY		8,010		2,093		16,917		—			2,093		16,299		18,392		(4,072	)		2004		30
1105	Middletown	KY		—		1,499		26,252		240			1,513		25,868		27,381		(3,384	)		2006		40
1013	Danvers	MA		—		4,616		30,692		243			4,621		30,344		34,965		(3,984	)		2006		40
1151	Dartmouth	MA		—		3,145		6,880		—			3,145		6,632		9,777		(870	)		2006		40
1012	Dedham	MA		—		3,930		21,340		267			3,930		21,032		24,962		(2,745	)		2006		40
1158	Plymouth	MA		—		2,434		9,027		—			2,434		8,550		10,984		(1,122	)		2006		40
1011	Baltimore	MD		—		1,416		8,854		288			1,416		8,681		10,097		(1,146	)		2006		40
1153	Baltimore	MD		—		1,684		18,889		—			1,684		18,466		20,150		(2,424	)		2006		40
1249	Frederick	MD		—		609		9,158		77			609		8,991		9,600		(1,175	)		2006		40
0281	Westminster	MD		15,497		768		5,251		—			768		4,853		5,621		(1,337	)		1998		45
0546	Cape Elizabeth	ME		—		630		3,524		93			630		3,617		4,247		(794	)		2003		40
0545	Saco	ME		—		80		2,363		155			80		2,518		2,598		(548	)		2003		40
1258	Auburn Hills	MI		—		2,281		10,692		—			2,281		10,692		12,973		(1,403	)		2006		40
1248	Farmington Hills	MI		—		1,013		12,119		291			1,013		12,066		13,079		(1,557	)		2006		40
0696	Holland	MI		42,035		787		51,410		—			787		50,172		50,959		(12,572	)		2004		29
1094	Portage	MI		—		100		5,700		4,617			100		9,950		10,050		(1,155	)		2006		40
0472	Sterling Heights	MI		—		920		7,326		—			920		7,326		8,246		(2,163	)		2001		35
1259	Sterling Heights	MI		—		1,593		11,500		—			1,593		11,181		12,774		(1,468	)		2006		40
1235	Des Peres	MO		—		4,361		20,664		—			4,361		20,046		24,407		(2,631	)		2006		40
1236	Richmond Heights	MO		—		1,744		24,232		—			1,744		23,548		25,292		(3,091	)		2006		40
0853	St. Louis	MO		—		2,500		20,343		—			2,500		19,853		22,353		(3,695	)		2006		30
0842	Great Falls	MT		—		500		5,683		—			500		5,423		5,923		(791	)		2006		40
0878	Charlotte	NC		—		710		9,559		—			710		9,159		9,869		(1,164	)		2006		40
1584	Charlotte	NC		—		2,052		6,557		—			2,052		6,557		8,609		(419	)		2010		40
1119	Concord	NC		—		601		7,615		166			612		7,546		8,158		(983	)		2006		40
1254	Raleigh	NC		—		1,191		11,532		54			1,191		11,300		12,491		(1,482	)		2006		40
1599	Cherry Hill	NJ		—		2,420		11,042		—			2,420		11,042		13,462		(754	)		2010		25
1239	Cresskill	NJ		—		4,684		53,927		22			4,684		52,963		57,647		(6,951	)		2006		40
0734	Hillsborough	NJ		15,986		1,042		10,042		—			1,042		9,576		10,618		(1,596	)		2005		40
1242	Madison	NJ		—		3,157		19,909		25			3,157		19,348		22,505		(2,538	)		2006		40
0733	Manahawkin	NJ		13,947		921		9,927		—			921		9,461		10,382		(1,577	)		2005		40
1014	Paramus	NJ		—		4,280		31,684		207			4,280		31,191		35,471		(4,094	)		2006		40
1231	Saddle River	NJ		—		1,784		15,625		57			1,784		15,238		17,022		(1,999	)		2006		40
0245	Voorhees Township	NJ		8,654		900		7,629		—			900		7,629		8,529		(2,130	)		1998		45
0213	Albuquerque	NM		—		767		9,324		—			767		8,826		9,593		(2,864	)		1996		45
0796	Las Vegas	NV		—		1,960		5,816		—			1,960		5,426		7,386		(871	)		2005		40
1252	Brooklyn	NY		—		8,117		23,627		446			8,117		23,498		31,615		(3,117	)		2006		40
1256	Sheepshead Bay	NY		—		5,215		39,052		72			5,215		38,273		43,488		(5,020	)		2006		40
0473	Cincinnati	OH		—		600		4,428		—			600		4,428		5,028		(1,307	)		2001		35

F-64

HCP, Inc.

Schedule III: Real Estate and Accumulated Depreciation (Continued)

December 31, 2011

(Dollars in thousands)

												Gross Amount at Which Carried As of December 31, 2011											Life on Which Depreciation in Latest Income Statement is Computed
					Initial Cost to Company
									Costs Capitalized Subsequent to Acquisition
City		State	Encumbrances at December 31, 2011		Land		Buildings and Improvements					Land		Buildings and Improvements		Total(1)		Accumulated Depreciation			Year Acquired/ Constructed
0841	Columbus	OH		6,565		970		7,806		1,023			970		8,438		9,408		(1,182	)		2006		40
0857	Fairborn	OH		6,739		810		8,311		—			810		8,011		8,821		(1,239	)		2006		36
1147	Fairborn	OH		—		298		10,704		3,068			298		13,541		13,839		(1,637	)		2006		40
1386	Marietta	OH		—		1,069		11,435		—			1,069		11,435		12,504		(1,449	)		2007		40
1253	Poland	OH		—		695		10,444		7			695		10,113		10,808		(1,328	)		2006		40
1159	Willoughby	OH		—		1,177		9,982		—			1,177		9,577		10,754		(1,257	)		2006		40
1171	Oklahoma City	OK		—		801		4,904		12			801		4,533		5,334		(595	)		2006		40
1160	Tulsa	OK		—		1,115		11,028		—			1,115		10,340		11,455		(1,357	)		2006		40
1967	Cumberland	RI		—		2,630		18,825		225			2,630		19,050		21,680		(741	)		2011		30
1959	East Providence	RI		18,330		1,890		14,387		(781	)		1,890		13,606		15,496		(563	)		2011		30
1960	Greenwich	RI		10,039		450		8,381		(220	)		450		8,161		8,611		(370	)		2011		30
1972	Smithfield	RI		—		1,250		17,442		423			1,250		17,864		19,114		(727	)		2011		30
1973	South Kingstown	RI		—		1,390		13,150		(583	)		1,390		12,567		13,957		(499	)		2011		30
1975	Tiverton	RI		—		3,240		25,735		18			3,240		25,753		28,993		(991	)		2011		30
1962	Warwick	RI		17,936		1,050		16,564		(1,401	)		1,050		15,162		16,212		(691	)		2011		30
1163	Haverford	PA		—		16,461		108,816		1,241			16,461		108,445		124,906		(14,139	)		2006		40
1104	Aiken	SC		—		357		14,832		151			363		14,471		14,834		(1,901	)		2006		40
1100	Charleston	SC		—		885		14,124		292			896		14,075		14,971		(1,831	)		2006		40
1109	Columbia	SC		—		408		7,527		131			412		7,458		7,870		(978	)		2006		40
0306	Georgetown	SC		—		239		3,008		—			239		3,008		3,247		(837	)		1998		45
0879	Greenville	SC		—		1,090		12,558		—			1,090		12,058		13,148		(1,532	)		2006		40
1172	Greenville	SC		—		993		16,314		43			993		15,457		16,450		(2,030	)		2006		40
0305	Lancaster	SC		—		84		2,982		—			84		2,982		3,066		(745	)		1998		45
0880	Myrtle Beach	SC		—		900		10,913		—			900		10,513		11,413		(1,336	)		2006		40
0312	Rock Hill	SC		—		203		2,671		—			203		2,671		2,874		(722	)		1998		45
1113	Rock Hill	SC		—		695		4,119		322			795		4,126		4,921		(560	)		2006		40
0313	Sumter	SC		—		196		2,623		—			196		2,623		2,819		(730	)		1998		45
1003	Nashville	TN		11,252		812		16,983		—			812		16,235		17,047		(1,876	)		2006		40
0860	Oak Ridge	TN		8,627		500		4,741		—			500		4,641		5,141		(696	)		2006		35
0843	Abilene	TX		1,873		300		2,830		—			300		2,710		3,010		(379	)		2006		39
1004	Arlington	TX		14,398		2,002		19,110		—			2,002		18,729		20,731		(2,164	)		2006		40
1116	Arlington	TX		—		2,494		12,192		249			2,540		11,873		14,413		(1,549	)		2006		40
0511	Austin	TX		—		2,960		41,645		—			2,960		41,645		44,605		(11,452	)		2002		30
1589	Austin	TX		—		2,860		17,358		497			2,860		17,855		20,715		(1,371	)		2010		25
0202	Beaumont	TX		—		145		10,404		—			145		10,020		10,165		(3,326	)		1996		45
0844	Burleson	TX		4,279		1,050		5,242		—			1,050		4,902		5,952		(684	)		2006		40
0848	Cedar Hill	TX		8,925		1,070		11,554		—			1,070		11,104		12,174		(1,550	)		2006		40
1325	Cedar Hill	TX		—		440		7,494		—			440		7,494		7,934		(1,322	)		2007		40
0513	Fort Worth	TX		—		2,830		50,832		—			2,830		50,832		53,662		(13,979	)		2002		30
0506	Friendswood	TX		23,013		400		7,354		—			400		7,354		7,754		(1,553	)		2002		45
0217	Houston	TX		11,669		835		7,195		—			835		7,195		8,030		(2,210	)		1997		45
0491	Houston	TX		—		2,470		21,710		750			2,470		22,460		24,930		(6,241	)		2002		35
1106	Houston	TX		—		1,008		15,333		183			1,020		15,098		16,118		(1,973	)		2006		40
1111	Houston	TX		—		1,877		25,372		247			1,959		24,490		26,449		(3,210	)		2006		40
1955	Houston	TX		60,239		9,820		60,254		3,623			9,820		63,877		73,697		(2,460	)		2011		30
1956	Houston	TX		11,504		4,450		22,569		(71	)		4,450		22,497		26,947		(1,070	)		2011		30
1957	Houston	TX		39,560		8,170		39,730		(710	)		8,170		39,021		47,191		(1,574	)		2011		30
1958	Houston	TX		36,425		2,910		30,362		(400	)		2,910		29,963		32,873		(1,283	)		2011		30
0820	Irving	TX		10,863		710		9,949		—			710		9,359		10,069		(1,604	)		2005		35
0845	North Richland Hills	TX		3,120		520		5,117		—			520		4,807		5,327		(671	)		2006		40
0846	North Richland Hills	TX		6,769		870		9,259		—			870		8,819		9,689		(1,407	)		2006		35
1102	Plano	TX		—		494		12,518		145			505		12,247		12,752		(1,601	)		2006		40
0494	San Antonio	TX		7,898		730		3,961		—			730		3,961		4,691		(858	)		2002		45
1590	San Antonio	TX		—		2,860		17,030		282			2,860		17,312		20,172		(1,353	)		2010		25
1954	Sugar Land	TX		38,958		3,420		32,197		(1,084	)		3,420		31,113		34,533		(1,278	)		2011		30
1103	The Woodlands	TX		—		802		17,358		228			869		17,071		17,940		(2,235	)		2006		40

F-65

HCP, Inc.

Schedule III: Real Estate and Accumulated Depreciation (Continued)

December 31, 2011

(Dollars in thousands)

												Gross Amount at Which Carried As of December 31, 2011											Life on Which Depreciation in Latest Income Statement is Computed
					Initial Cost to Company
									Costs Capitalized Subsequent to Acquisition
City		State	Encumbrances at December 31, 2011		Land		Buildings and Improvements					Land		Buildings and Improvements		Total(1)		Accumulated Depreciation			Year Acquired/ Constructed
0195	Victoria	TX		12,782		175		4,290		3,101			175		7,018		7,193		(1,680	)		1995		43
0847	Waxahachie	TX		2,148		390		3,879		—			390		3,659		4,049		(511	)		2006		40
1953	Webster	TX		37,224		4,780		31,057		(134	)		4,780		30,923		35,703		(1,235	)		2011		30
1161	Salt Lake City	UT		—		2,621		22,072		35			2,621		21,152		23,773		(2,777	)		2006		40
1015	Arlington	VA		—		4,320		19,567		455			4,320		19,445		23,765		(2,557	)		2006		40
1244	Arlington	VA		—		3,833		7,076		60			3,833		6,899		10,732		(899	)		2006		40
1245	Arlington	VA		—		7,278		37,407		224			7,278		36,746		44,024		(4,817	)		2006		40
0881	Chesapeake	VA		—		1,090		12,444		—			1,090		11,944		13,034		(1,518	)		2006		40
1247	Falls Church	VA		—		2,228		8,887		116			2,228		8,788		11,016		(1,152	)		2006		40
1164	Fort Belvoir	VA		—		11,594		99,528		6,189			11,594		103,719		115,313		(13,824	)		2006		40
1250	Leesburg	VA		—		607		3,236		60			607		3,150		3,757		(1,218	)		2006		35
1016	Richmond	VA		—		2,110		11,469		281			2,110		11,324		13,434		(1,471	)		2006		40
1246	Sterling	VA		—		2,360		22,932		199			2,360		22,618		24,978		(2,968	)		2006		40
0225	Woodbridge	VA		—		950		6,983		—			950		6,983		7,933		(2,057	)		1997		45
1173	Bellevue	WA		—		3,734		16,171		8			3,734		15,614		19,348		(2,050	)		2006		40
1240	Edmonds	WA		—		1,418		16,502		30			1,418		16,062		17,480		(2,107	)		2006		40
0797	Kirkland	WA		5,234		1,000		13,403		—			1,000		13,043		14,043		(2,092	)		2005		40
1174	Lynnwood	WA		—		1,203		7,415		12			1,203		7,427		8,630		(975	)		2006		40
1251	Mercer Island	WA		—		4,209		8,123		296			4,209		8,214		12,423		(1,078	)		2006		40
0794	Shoreline	WA		9,368		1,590		10,671		—			1,590		10,261		11,851		(1,646	)		2005		40
0795	Shoreline	WA		—		4,030		26,421		—			4,030		25,651		29,681		(4,035	)		2005		39
1175	Snohomish	WA		—		1,541		10,228		8			1,541		9,977		11,518		(1,307	)		2006		40
			$	1,366,930	$	487,394	$	3,793,465	$	55,053		$	488,276	$	3,766,509	$	4,254,785	$	(507,329	)
Life Science
1482	Brisbane	CA	$	—	$	50,989	$	1,789	$	29,885		$	50,989	$	31,674	$	82,663	$	—			2007			*
1481	Carlsbad	CA		—		30,300		—		6,500			30,300		6,500		36,800		—			2007			*
1522	Carlsbad	CA		—		23,475		—		2,769			23,475		2,769		26,244		—			2007			*
1401	Hayward	CA		—		900		7,100		5			900		7,105		8,005		(784	)		2007		40
1402	Hayward	CA		—		1,500		6,400		2,063			1,500		8,463		9,963		(955	)		2007		40
1403	Hayward	CA		—		1,900		7,100		263			1,900		7,363		9,263		(945	)		2007		40
1404	Hayward	CA		—		2,200		17,200		12			2,200		17,212		19,412		(1,900	)		2007		40
1405	Hayward	CA		—		1,000		3,200		7,478			1,000		10,678		11,678		(1,307	)		2007		40
1549	Hayward	CA		—		801		5,740		667			801		6,407		7,208		(972	)		2007		29
1550	Hayward	CA		—		539		3,864		449			539		4,313		4,852		(655	)		2007		29
1551	Hayward	CA		—		526		3,771		438			526		4,209		4,735		(639	)		2007		29
1552	Hayward	CA		—		944		6,769		786			944		7,555		8,499		(1,147	)		2007		29
1553	Hayward	CA		—		953		6,829		793			953		7,622		8,575		(1,157	)		2007		29
1554	Hayward	CA		—		991		7,105		825			991		7,930		8,921		(1,204	)		2007		29
1555	Hayward	CA		—		1,210		8,675		1,007			1,210		9,682		10,892		(1,470	)		2007		29
1556	Hayward	CA		—		2,736		6,868		798			2,736		7,666		10,402		(1,163	)		2007		29
1514	La Jolla	CA		—		5,200		—		—			5,200		—		5,200		—			2007			**
1424	La Jolla	CA		—		9,600		25,283		3,038			9,648		28,194		37,842		(4,162	)		2007		40
1425	La Jolla	CA		—		6,200		19,883		99			6,276		19,906		26,182		(2,217	)		2007		40
1426	La Jolla	CA		—		7,200		12,412		3,036			7,291		15,357		22,648		(2,667	)		2007		27
1427	La Jolla	CA		—		8,700		16,983		671			8,746		17,608		26,354		(2,728	)		2007		30
1488	Mountain View	CA		—		7,300		25,410		1,353			7,300		26,763		34,063		(2,860	)		2007		40
1489	Mountain View	CA		—		6,500		22,800		1,884			6,500		24,684		31,184		(2,518	)		2007		40
1490	Mountain View	CA		—		4,800		9,500		442			4,800		9,942		14,742		(1,130	)		2007		40
1491	Mountain View	CA		—		4,200		8,400		1,249			4,209		9,640		13,849		(1,580	)		2007		40
1492	Mountain View	CA		—		3,600		9,700		730			3,600		10,430		14,030		(1,695	)		2007		40
1493	Mountain View	CA		—		7,500		16,300		1,836			7,500		17,535		25,035		(1,806	)		2007		40
1494	Mountain View	CA		—		9,800		24,000		203			9,800		24,203		34,003		(2,684	)		2007		40
1495	Mountain View	CA		—		6,900		17,800		215			6,900		18,015		24,915		(2,023	)		2007		40
1496	Mountain View	CA		—		7,000		17,000		6,364			7,000		23,364		30,364		(3,727	)		2007		40
1497	Mountain View	CA		—		14,100		31,002		9,811			14,100		40,813		54,913		(6,741	)		2007		40
1498	Mountain View	CA		—		7,100		25,800		8,101			7,100		33,901		41,001		(5,843	)		2007		40
2017	Mountain View	CA		—		—		—		1,290			—		1,290		1,290		—			—			*
1469	Poway	CA		—		47,700		3,512		7,450			47,700		10,962		58,662		—			2007			*
1477	Poway	CA		—		29,943		2,475		15,405			29,943		17,881		47,824		—			2007			*
1470	Poway	CA		—		5,000		12,200		5,727			5,000		17,927		22,927		(3,524	)		2007		40
1471	Poway	CA		—		5,200		14,200		4,253			5,200		18,453		23,653		(3,011	)		2007		40
1478	Poway	CA		—		6,700		14,400		6,145			6,700		20,545		27,245		(4,190	)		2007		40
1499	Redwood City	CA		—		3,400		5,500		1,656			3,407		7,149		10,556		(1,096	)		2007		40
1500	Redwood City	CA		—		2,500		4,100		1,188			2,506		5,282		7,788		(768	)		2007		40
1501	Redwood City	CA		—		3,600		4,600		397			3,607		4,990		8,597		(708	)		2007		30
1502	Redwood City	CA		—		3,100		5,100		804			3,107		5,651		8,758		(779	)		2007		31
1503	Redwood City	CA		—		4,800		17,300		2,796			4,818		20,078		24,896		(1,966	)		2007		31
1504	Redwood City	CA		—		5,400		15,500		856			5,418		16,338		21,756		(1,762	)		2007		31
1505	Redwood City	CA		—		3,000		3,500		603			3,006		4,097		7,103		(650	)		2007		40
1506	Redwood City	CA		—		6,000		14,300		3,020			6,018		17,302		23,320		(2,001	)		2007		40

F-66

HCP, Inc.

Schedule III: Real Estate and Accumulated Depreciation (Continued)

December 31, 2011

(Dollars in thousands)

											Gross Amount at Which Carried As of December 31, 2011											Life on Which Depreciation in Latest Income Statement is Computed
					Initial Cost to Company
									Costs Capitalized Subsequent to Acquisition
City		State	Encumbrances at December 31, 2011		Land		Buildings and Improvements				Land		Buildings and Improvements		Total(1)		Accumulated Depreciation			Year Acquired/ Constructed
1507	Redwood City	CA		—		1,900		12,800		6,860		1,912		19,648		21,560		(789	)		2007			*
1508	Redwood City	CA		—		2,700		11,300		6,547		2,712		17,835		20,547		(708	)		2007			*
1509	Redwood City	CA		—		2,700		10,900		1,335		2,712		12,223		14,935		(1,280	)		2007		40
1510	Redwood City	CA		—		2,200		12,000		5,193		2,212		17,181		19,393		(1,382	)		2007		38
1511	Redwood City	CA		—		2,600		9,300		1,475		2,612		10,763		13,375		(1,266	)		2007		26
1512	Redwood City	CA		—		3,300		18,000		123		3,300		18,123		21,423		(1,995	)		2007		40
1513	Redwood City	CA		—		3,300		17,900		123		3,300		18,023		21,323		(1,983	)		2007		40
0679	San Diego	CA		—		7,872		34,617		17,163		7,872		51,781		59,653		(10,246	)		2002		39
1558	San Diego	CA		—		7,740		22,654		535		7,778		23,151		30,929		(2,453	)		2007		38
0837	San Diego	CA		—		4,630		2,029		6,125		4,630		8,153		12,783		(851	)		2006		31	†
0838	San Diego	CA		—		2,040		902		4,301		2,040		5,203		7,243		(95	)		2006			*
0839	San Diego	CA		—		3,940		3,184		4,459		3,940		6,848		10,788		(1,866	)		2006		40
0840	San Diego	CA		—		5,690		4,579		673		5,690		5,252		10,942		(984	)		2006		40
1420	San Diego	CA		—		6,524		—		2,824		6,524		2,824		9,348		—			2007			*
1947	San Diego	CA		12,423		2,581		10,534		20		2,581		10,554		13,135		(351	)		2011		30
1948	San Diego	CA		25,646		5,879		25,305		18		5,879		25,324		31,203		(844	)		2011		30
1949	San Diego	CA		8,206		2,686		11,045		386		2,686		11,432		14,118		(370	)		2011		30
1950	San Diego	CA		1,181		884		2,796		—		884		2,796		3,680		(93	)		2011		30
1410	South San Francisco	CA		—		4,900		18,100		147		4,900		18,247		23,147		(1,999	)		2007		40
1411	South San Francisco	CA		—		8,000		27,700		84		8,000		27,784		35,784		(3,059	)		2007		40
1413	South San Francisco	CA		—		8,000		28,299		252		8,000		28,550		36,550		(3,129	)		2007		40
1414	South San Francisco	CA		—		3,700		20,800		—		3,700		20,800		24,500		(2,297	)		2007		40
1418	South San Francisco	CA		—		11,700		31,243		5,885		11,700		37,127		48,827		(4,055	)		2007		40
1421	South San Francisco	CA		—		7,000		33,779		—		7,000		33,779		40,779		(3,730	)		2007		40
1422	South San Francisco	CA		—		14,800		7,600		3,119		14,800		10,719		25,519		(1,310	)		2007		30
1423	South San Francisco	CA		—		8,400		33,144		—		8,400		33,144		41,544		(3,660	)		2007		40
1431	South San Francisco	CA		—		7,000		15,500		157		7,000		15,657		22,657		(1,714	)		2007		40
1439	South San Francisco	CA		—		11,900		68,848		39		11,900		68,887		80,787		(7,602	)		2007		40
1440	South San Francisco	CA		—		10,000		57,954		—		10,000		57,954		67,954		(6,400	)		2007		40
1441	South San Francisco	CA		—		9,300		43,549		—		9,300		43,549		52,849		(4,809	)		2007		40
1442	South San Francisco	CA		—		11,000		47,289		81		11,000		47,370		58,370		(5,238	)		2007		40
1443	South San Francisco	CA		—		13,200		60,932		1,158		13,200		62,090		75,290		(6,188	)		2007		40
1444	South San Francisco	CA		—		10,500		33,776		392		10,500		34,168		44,668		(3,729	)		2007		40
1445	South San Francisco	CA		—		10,600		34,083		—		10,600		34,083		44,683		(3,763	)		2007		40
1448	South San Francisco	CA		—		14,100		71,344		52		14,100		71,396		85,496		(7,882	)		2007		40
1449	South San Francisco	CA		—		12,800		63,600		472		12,800		64,072		76,872		(7,107	)		2007		40
1450	South San Francisco	CA		—		11,200		79,222		20		11,200		79,242		90,442		(8,749	)		2007		40
1451	South San Francisco	CA		—		7,200		50,856		66		7,200		50,922		58,122		(5,621	)		2007		40
1452	South San Francisco	CA		—		14,400		101,362		107		14,400		101,469		115,869		(11,193	)		2007		40
1458	South San Francisco	CA		—		10,900		20,900		4,094		10,909		24,787		35,696		(4,432	)		2007		40
1459	South San Francisco	CA		—		3,600		100		159		3,600		259		3,859		(83	)		2007		5
1460	South San Francisco	CA		—		2,300		100		65		2,300		165		2,465		(88	)		2007		5
1461	South San Francisco	CA		—		3,900		200		117		3,900		317		4,217		(177	)		2007		5
1462	South San Francisco	CA		—		7,117		600		3,589		7,117		3,924		11,041		(583	)		2007			*
1464	South San Francisco	CA		—		7,403		700		7,607		7,403		8,307		15,710		(331	)		2007			*
1468	South San Francisco	CA		—		10,100		24,013		2,796		10,100		26,809		36,909		(4,322	)		2007		40
1454	South San Francisco	CA		—		11,100		47,738		9,369		11,100		57,108		68,208		(6,773	)		2007		40
1455	South San Francisco	CA		—		9,700		41,937		5,835		10,261		47,211		57,472		(5,367	)		2007		40
1456	South San Francisco	CA		—		6,300		22,900		8,196		6,300		31,096		37,396		(3,761	)		2007		40
1480	South San Francisco	CA		—		32,210		3,110		8,319		32,210		11,429		43,639		—			2007			*
1463	South San Francisco	CA		—		10,381		2,300		16,083		10,381		18,383		28,764		(652	)		2007			*
1435	South San Francisco	CA		—		13,800		42,500		32,758		13,800		75,258		89,058		(4,604	)		2007		40
1436	South San Francisco	CA		—		14,500		45,300		34,081		14,500		79,381		93,881		(4,819	)		2007		40
1437	South San Francisco	CA		—		9,400		24,800		16,977		9,400		41,777		51,177		(2,085	)		2007		40
1559	South San Francisco	CA		—		5,666		5,773		183		5,691		5,931		11,622		(4,839	)		2007		5
1560	South San Francisco	CA		—		1,204		1,293		15		1,210		1,302		2,512		(1,063	)		2007		5
1408	South San Francisco	CA		1,510		9,000		17,800		61		9,000		17,861		26,861		(1,965	)		2007		40
1412	South San Francisco	CA		2,015		10,100		22,521		—		10,100		22,521		32,621		(2,487	)		2007		40
1430	South San Francisco	CA		2,087		10,700		23,621		212		10,700		23,832		34,532		(2,628	)		2007		40
1409	South San Francisco	CA		3,228		18,000		38,043		421		18,000		38,464		56,464		(4,211	)		2007		40
1407	South San Francisco	CA		3,256		28,600		48,700		4,020		28,600		52,720		81,320		(6,474	)		2007		35
1982	South San Francisco	CA		—		64,900		—		4,358		64,900		4,358		69,258		—			2011			*

F-67

HCP, Inc.

Schedule III: Real Estate and Accumulated Depreciation (Continued)

December 31, 2011

(Dollars in thousands)

											Gross Amount at Which Carried As of December 31, 2011											Life on Which Depreciation in Latest Income Statement is Computed
					Initial Cost to Company
									Costs Capitalized Subsequent to Acquisition
City		State	Encumbrances at December 31, 2011		Land		Buildings and Improvements				Land		Buildings and Improvements		Total(1)		Accumulated Depreciation			Year Acquired/ Constructed
1604	Cambridge	MA		—		8,389		10,630		9,326		8,389		19,956		28,345		—			2010			*
2011	Durham	NC		9,481		447		6,152		416		447		6,569		7,016		—			2011			*
0461	Salt Lake City	UT		—		500		8,548		—		500		8,548		9,048		(2,651	)		2001		33
0462	Salt Lake City	UT		—		890		15,623		—		890		15,624		16,514		(4,265	)		2001		38
0463	Salt Lake City	UT		—		190		9,875		—		190		9,875		10,065		(2,316	)		2001		43
0464	Salt Lake City	UT		—		630		6,921		62		630		6,984		7,614		(1,951	)		2001		38
0465	Salt Lake City	UT		—		125		6,368		6		125		6,374		6,499		(1,495	)		2001		43
0466	Salt Lake City	UT		—		—		14,614		7		—		14,621		14,621		(2,907	)		2001		43
0507	Salt Lake City	UT		—		280		4,345		34		280		4,379		4,659		(917	)		2002		43
0537	Salt Lake City	UT		—		—		6,517		—		—		6,517		6,517		(1,346	)		2002		35
0799	Salt Lake City	UT		—		—		14,600		90		—		14,690		14,690		(1,772	)		2005		40
1593	Salt Lake City	UT		—		—		23,998		—		—		23,998		23,998		(1,030	)		2010		33
			$	69,033	$	954,205	$	2,193,335	$	384,807	$	955,261	$	2,574,906	$	3,530,167	$	(292,318	)
Medical office
0638	Anchorage	AK	$	6,373	$	1,456	$	10,650	$	35	$	1,456	$	10,635	$	12,091	$	(1,611	)		2000		34
0520	Chandler	AZ		—		3,669		13,503		1,794		3,669		15,053		18,722		(2,796	)		2002		40
0468	Oro Valley	AZ		—		1,050		6,774		490		1,050		6,697		7,747		(1,480	)		2001		43
0356	Phoenix	AZ		—		780		3,199		827		780		3,837		4,617		(1,703	)		1999		32
0470	Phoenix	AZ		—		280		877		42		280		918		1,198		(209	)		2001		43
1066	Scottsdale	AZ		—		5,115		14,064		1,703		4,791		16,085		20,876		(2,391	)		2006		40
0453	Tucson	AZ		—		215		6,318		353		215		6,658		6,873		(2,177	)		2000		35
0556	Tucson	AZ		—		215		3,940		131		215		3,741		3,956		(759	)		2003		43
1041	Brentwood	CA		—		—		30,864		1,310		—		32,083		32,083		(4,412	)		2006		40
1200	Encino	CA		6,681		6,151		10,438		1,883		6,391		12,081		18,472		(2,148	)		2006		33
0234	Los Angeles	CA		—		2,848		5,879		1,163		3,009		5,273		8,282		(2,385	)		1997		21
0436	Murietta	CA		—		400		9,266		1,366		439		10,032		10,471		(3,515	)		1999		33
0239	Poway	CA		—		2,700		10,839		1,436		2,730		11,108		13,838		(4,393	)		1997		35
0318	Sacramento	CA		—		2,860		21,850		5,744		2,860		26,824		29,684		(6,105	)		1998			*
0235	San Diego	CA		—		2,863		8,913		2,861		3,068		9,963		13,031		(4,353	)		1997		21
0236	San Diego	CA		—		4,619		19,370		3,366		4,711		17,619		22,330		(7,697	)		1997		21
0421	San Diego	CA		—		2,910		17,362		4,519		2,910		21,881		24,791		(4,547	)		1999			*
0564	San Jose	CA		2,764		1,935		1,728		1,325		1,935		2,933		4,868		(888	)		2003		37
0565	San Jose	CA		6,436		1,460		7,672		482		1,460		8,148		9,608		(1,843	)		2003		37
0659	San Jose	CA		—		1,718		3,124		370		1,718		3,417		5,135		(540	)		2000		34
1209	Sherman Oaks	CA		—		7,472		10,075		1,877		7,741		11,673		19,414		(2,948	)		2006		22
0439	Valencia	CA		—		2,300		6,967		940		2,309		7,097		9,406		(2,801	)		1999		35
1211	Valencia	CA		—		1,344		7,507		444		1,383		7,913		9,296		(1,120	)		2006		40
0440	West Hills	CA		—		2,100		11,595		1,771		2,100		11,137		13,237		(4,129	)		1999		32
0728	Aurora	CO		—		—		8,764		524		—		9,288		9,288		(2,469	)		2005		39
1196	Aurora	CO		—		210		12,362		1,099		210		13,426		13,636		(1,878	)		2006		40
1197	Aurora	CO		—		200		8,414		735		200		9,149		9,349		(1,529	)		2006		33
0882	Colorado Springs	CO		—		—		12,933		4,869		—		17,803		17,803		(3,147	)		2007		40
0814	Conifer	CO		—		—		1,485		22		—		1,508		1,508		(236	)		2005		40
1199	Denver	CO		—		493		7,897		346		558		8,178		8,736		(1,332	)		2006		33
0808	Englewood	CO		—		—		8,616		1,270		—		9,761		9,761		(2,077	)		2005		35
0809	Englewood	CO		—		—		8,449		2,095		—		10,258		10,258		(1,910	)		2005		35
0810	Englewood	CO		—		—		8,040		2,475		—		10,515		10,515		(2,169	)		2005		35
0811	Englewood	CO		—		—		8,472		1,227		—		9,692		9,692		(1,961	)		2005		35
0812	Littleton	CO		—		—		4,562		960		79		5,407		5,486		(1,182	)		2005		35
0813	Littleton	CO		—		—		4,926		681		5		5,576		5,581		(1,082	)		2005		38
0570	Lone Tree	CO		—		—		—		18,450		—		18,509		18,509		(3,790	)		2003		39
0666	Lone Tree	CO		14,410		—		23,274		750		—		24,013		24,013		(3,468	)		2000		37
1076	Parker	CO		—		—		13,388		46		8		13,426		13,434		(1,937	)		2006		40
0510	Thornton	CO		—		236		10,206		1,561		244		11,735		11,979		(2,590	)		2002		43
0433	Atlantis	FL		—		—		5,651		445		33		5,746		5,779		(2,173	)		1999		35
0434	Atlantis	FL		—		—		2,027		167		—		2,194		2,194		(753	)		1999		34
0435	Atlantis	FL		—		—		2,000		361		—		2,261		2,261		(818	)		1999		32
0602	Atlantis	FL		—		455		2,231		336		455		2,377		2,832		(402	)		2000		34
0603	Atlantis	FL		—		1,507		2,894		1,629		1,507		4,391		5,898		(443	)		2000		34
0604	Englewood	FL		—		170		1,134		211		170		1,330		1,500		(252	)		2000		34
0609	Kissimmee	FL		—		788		174		170		788		321		1,109		(89	)		2000		34
0610	Kissimmee	FL		—		481		347		221		481		568		1,049		(105	)		2000		34
0671	Kissimmee	FL		5,561		—		7,574		1,277		—		8,821		8,821		(1,737	)		2000		36
0612	Margate	FL		—		1,553		6,898		460		1,553		7,341		8,894		(1,109	)		2000		34
0613	Miami	FL		8,724		4,392		11,841		2,024		4,392		13,697		18,089		(2,385	)		2000		34
1067	Milton	FL		—		—		8,566		185		—		8,751		8,751		(1,171	)		2006		40
0563	Orlando	FL		—		2,144		5,136		2,979		2,288		7,855		10,143		(2,081	)		2003		37
0833	Pace	FL		—		—		10,309		2,464		—		12,773		12,773		(2,927	)		2006		44
0834	Pensacola	FL		—		—		11,166		465		—		11,631		11,631		(1,540	)		2006		45
0614	Plantation	FL		804		969		3,241		732		1,011		3,924		4,935		(760	)		2000		34

F-68

HCP, Inc.

Schedule III: Real Estate and Accumulated Depreciation (Continued)

December 31, 2011

(Dollars in thousands)

											Gross Amount at Which Carried As of December 31, 2011											Life on Which Depreciation in Latest Income Statement is Computed
					Initial Cost to Company
									Costs Capitalized Subsequent to Acquisition
City		State	Encumbrances at December 31, 2011		Land		Buildings and Improvements				Land		Buildings and Improvements		Total(1)		Accumulated Depreciation			Year Acquired/ Constructed
0673	Plantation	FL		5,092		1,091		7,176		187		1,091		7,239		8,330		(1,126	)		2002		36
0701	St. Petersburg	FL		—		—		10,141		3,243		—		13,241		13,241		(2,193	)		2004		38
1210	Tampa	FL		5,418		1,967		6,602		3,076		2,067		9,533		11,600		(2,343	)		2006		25
1058	McCaysville	GA		—		—		3,231		18		—		3,249		3,249		(431	)		2006		40
1065	Marion	IL		—		100		11,484		89		100		11,572		11,672		(1,620	)		2006		40
1057	Newburgh	IN		8,057		—		14,019		1,094		—		15,113		15,113		(1,959	)		2006		40
0483	Wichita	KS		—		530		3,341		287		530		3,628		4,158		(823	)		2001		45
1064	Lexington	KY		—		—		12,726		833		—		13,558		13,558		(2,017	)		2006		40
0735	Louisville	KY		—		936		8,426		2,749		936		11,067		12,003		(6,033	)		2005		11
0737	Louisville	KY		17,805		835		27,627		1,730		835		29,134		29,969		(5,838	)		2005		37
0738	Louisville	KY		5,021		780		8,582		2,449		808		10,980		11,788		(4,126	)		2005		18
0739	Louisville	KY		8,117		826		13,814		1,517		826		15,260		16,086		(3,325	)		2005		38
0740	Louisville	KY		8,788		2,983		13,171		2,818		2,983		15,816		18,799		(3,514	)		2005		30
1944	Louisville	KY		—		788		2,414		—		788		2,414		3,202		(97	)		2010		25
1945	Louisville	KY		24,959		3,255		28,644		—		3,255		28,644		31,899		(955	)		2010		30
1946	Louisville	KY		—		430		6,125		—		430		6,125		6,555		(204	)		2010		30
1324	Haverhill	MA		—		800		8,537		1,069		800		9,606		10,406		(1,408	)		2007		40
1213	Columbia	MD		—		1,115		3,206		954		1,115		4,160		5,275		(755	)		2006		34
0361	GlenBurnie	MD		—		670		5,085		—		670		5,085		5,755		(1,840	)		1999		35
1052	Towson	MD		—		—		14,233		3,524		—		15,719		15,719		(2,802	)		2006		40
0240	Minneapolis	MN		—		117		13,213		1,111		117		14,175		14,292		(5,512	)		1997		32
0300	Minneapolis	MN		1,770		160		10,131		2,383		160		12,163		12,323		(4,402	)		1997		35
1059	Jackson	MS		—		—		8,869		19		—		8,887		8,887		(1,167	)		2006		40
1060	Jackson	MS		6,082		—		7,187		2,160		—		9,347		9,347		(1,381	)		2006		40
1078	Jackson	MS		—		—		8,413		688		—		9,101		9,101		(1,289	)		2006		40
1068	Omaha	NE		13,956		—		16,243		360		17		16,576		16,593		(2,259	)		2006		40
0729	Albuquerque	NM		—		—		5,380		162		—		5,542		5,542		(934	)		2005		39
0348	Elko	NV		—		55		2,637		12		55		2,649		2,704		(973	)		1999		35
0571	Las Vegas	NV		—		—		—		17,870		—		17,327		17,327		(3,530	)		2003		40
0660	Las Vegas	NV		3,563		1,121		4,363		2,827		1,253		7,006		8,259		(1,717	)		2000		34
0661	Las Vegas	NV		3,715		2,125		4,829		2,231		2,225		6,815		9,040		(1,358	)		2000		34
0662	Las Vegas	NV		7,104		3,480		12,305		2,772		3,480		14,816		18,296		(2,836	)		2000		34
0663	Las Vegas	NV		1,026		1,717		3,597		1,890		1,717		5,488		7,205		(1,396	)		2000		34
0664	Las Vegas	NV		2,090		1,172		1,550		325		1,172		1,782		2,954		(542	)		2000		34
0691	Las Vegas	NV		—		3,244		18,339		1,566		3,273		19,756		23,029		(5,562	)		2004		30
1285	Cleveland	OH		—		823		2,726		457		853		3,152		4,005		(1,066	)		2006		40
0400	Harrison	OH		—		—		4,561		300		—		4,861		4,861		(1,615	)		1999		35
1054	Durant	OK		—		619		9,256		1,152		651		10,376		11,027		(1,346	)		2006		40
0817	Owasso	OK		—		—		6,582		562		—		7,144		7,144		(1,767	)		2005		40
0404	Roseburg	OR		—		—		5,707		—		—		5,707		5,707		(1,909	)		1999		35
0252	Clarksville	TN		—		765		4,184		—		765		4,184		4,949		(1,643	)		1998		35
0624	Hendersonville	TN		—		256		1,530		636		256		2,102		2,358		(522	)		2000		34
0559	Hermitage	TN		—		830		5,036		4,574		830		9,477		10,307		(2,282	)		2003		35
0561	Hermitage	TN		—		596		9,698		1,658		596		11,011		11,607		(2,688	)		2003		37
0562	Hermitage	TN		—		317		6,528		1,701		317		7,973		8,290		(1,838	)		2003		37
0154	Knoxville	TN		—		700		4,559		2,300		700		6,859		7,559		(1,980	)		1994			*
0409	Murfreesboro	TN		—		900		12,706		—		900		12,706		13,606		(4,361	)		1999		35
0625	Nashville	TN		9,288		955		14,289		1,337		955		15,507		16,462		(2,756	)		2000		34
0626	Nashville	TN		3,823		2,050		5,211		1,514		2,055		6,658		8,713		(1,143	)		2000		34
0627	Nashville	TN		542		1,007		181		520		1,007		681		1,688		(109	)		2000		34
0628	Nashville	TN		5,414		2,980		7,164		936		2,980		8,070		11,050		(1,234	)		2000		34
0630	Nashville	TN		546		515		848		225		528		1,059		1,587		(162	)		2000		34
0631	Nashville	TN		—		266		1,305		550		266		1,752		2,018		(336	)		2000		34
0632	Nashville	TN		—		827		7,642		1,898		827		9,479		10,306		(1,702	)		2000		34
0633	Nashville	TN		9,776		5,425		12,577		2,921		5,425		15,466		20,891		(2,682	)		2000		34
0634	Nashville	TN		8,938		3,818		15,185		2,498		3,818		17,427		21,245		(3,317	)		2000		34
0636	Nashville	TN		445		583		450		—		583		450		1,033		(68	)		2000		34
0573	Arlington	TX		8,718		769		12,355		1,575		769		13,864		14,633		(2,336	)		2003		34
0576	Conroe	TX		2,847		324		4,842		1,413		324		6,152		6,476		(1,445	)		2000		34
0577	Conroe	TX		5,237		397		7,966		1,047		397		9,009		9,406		(1,743	)		2000		34
0578	Conroe	TX		5,472		388		7,975		90		388		8,039		8,427		(1,125	)		2000		37
0579	Conroe	TX		1,789		188		3,618		581		188		4,181		4,369		(611	)		2000		34

F-69

HCP, Inc.

Schedule III: Real Estate and Accumulated Depreciation (Continued)

December 31, 2011

(Dollars in thousands)

												Gross Amount at Which Carried As of December 31, 2011											Life on Which Depreciation in Latest Income Statement is Computed
					Initial Cost to Company
									Costs Capitalized Subsequent to Acquisition
City		State	Encumbrances at December 31, 2011		Land		Buildings and Improvements					Land		Buildings and Improvements		Total(1)		Accumulated Depreciation			Year Acquired/ Constructed
0581	Corpus Christi	TX		—		717		8,181		1,967			717		10,104		10,821		(2,235	)		2000		34
0600	Corpus Christi	TX		—		328		3,210		1,639			328		4,648		4,976		(962	)		2000		34
0601	Corpus Christi	TX		—		313		1,771		476			313		2,234		2,547		(454	)		2000		34
0582	Dallas	TX		5,383		1,664		6,785		1,630			1,693		8,310		10,003		(1,656	)		2000		34
1314	Dallas	TX		—		15,230		162,971		4,609			15,239		167,516		182,755		(24,422	)		2006		35
0583	Fort Worth	TX		2,970		898		4,866		1,201			898		6,013		6,911		(1,124	)		2000		34
0805	Fort Worth	TX		1,992		—		2,481		648			2		3,082		3,084		(788	)		2005		25
0806	Fort Worth	TX		4,075		—		6,070		11			5		6,075		6,080		(1,022	)		2005		40
1061	Granbury	TX		—		—		6,863		80			—		6,943		6,943		(934	)		2006		40
0430	Houston	TX		—		1,927		33,140		1,663			2,019		34,558		36,577		(11,868	)		1999		35
0446	Houston	TX		—		2,200		19,585		3,846			2,209		20,915		23,124		(11,476	)		1999		17
0586	Houston	TX		—		1,033		3,165		751			1,033		3,791		4,824		(715	)		2000		34
0589	Houston	TX		9,899		1,676		12,602		2,052			1,706		14,503		16,209		(2,805	)		2000		34
0670	Houston	TX		—		257		2,884		649			297		3,468		3,765		(600	)		2000		35
0702	Houston	TX		—		—		7,414		1,106			7		8,492		8,499		(1,526	)		2004		36
1044	Houston	TX		—		—		4,838		3,158			—		7,911		7,911		(1,451	)		2006		40
0590	Irving	TX		5,630		828		6,160		1,330			828		7,449		8,277		(1,220	)		2000		34
0700	Irving	TX		—		—		8,550		2,882			—		11,429		11,429		(1,995	)		2004		34
1202	Irving	TX		6,803		1,604		16,107		591			1,604		16,698		18,302		(2,250	)		2006		40
1207	Irving	TX		6,148		1,955		12,793		138			1,986		12,900		14,886		(1,703	)		2006		40
1062	Lancaster	TX		—		162		3,830		318			162		4,123		4,285		(640	)		2006		39
0591	Lewisville	TX		5,259		561		8,043		434			561		8,451		9,012		(1,280	)		2000		34
0144	Longview	TX		—		102		7,998		281			102		8,279		8,381		(3,242	)		1992		45
0143	Lufkin	TX		—		338		2,383		40			338		2,423		2,761		(927	)		1992		45
0568	McKinney	TX		—		541		6,217		493			541		6,296		6,837		(1,453	)		2003		36
0569	McKinney	TX		—		—		636		7,527			—		7,650		7,650		(1,598	)		2003		40
0596	Nassau Bay	TX		5,500		812		8,883		1,131			812		9,944		10,756		(1,520	)		2000		37
1079	North Richland Hills	TX		—		—		8,942		344			—		9,153		9,153		(1,274	)		2006		40
0142	Pampa	TX		—		84		3,242		548			84		3,790		3,874		(1,453	)		1992		45
1048	Pearland	TX		—		—		4,014		3,960			—		7,974		7,974		(1,376	)		2006		40
0447	Plano	TX		—		1,700		7,810		2,589			1,704		9,937		11,641		(3,416	)		1999			*
0597	Plano	TX		7,734		1,210		9,588		1,420			1,210		10,916		12,126		(2,027	)		2000		34
0672	Plano	TX		9,896		1,389		12,768		887			1,389		13,294		14,683		(2,187	)		2002		36
1284	Plano	TX		—		2,049		18,793		1,039			2,087		19,007		21,094		(4,311	)		2006		40
1286	Plano	TX		—		3,300		—		—			3,300		—		3,300		—			2006			**
0815	San Antonio	TX		—		—		9,193		762			12		9,913		9,925		(1,904	)		2006		35
0816	San Antonio	TX		4,656		—		8,699		838			—		9,499		9,499		(1,773	)		2006		35
0598	Sugarland	TX		3,898		1,078		5,158		1,359			1,084		6,375		7,459		(1,084	)		2000		34
1081	Texarkana	TX		—		1,117		7,423		207			1,177		7,571		8,748		(1,068	)		2006		40
0599	Texas City	TX		6,373		—		9,519		157			—		9,676		9,676		(1,392	)		2000		37
0152	Victoria	TX		—		125		8,977		—			125		8,977		9,102		(3,405	)		1994		45
1591	San Antonio	TX		—		—		7,309		239			—		7,548		7,548		(366	)		2010		30
1977	San Antonio	TX		—		—		26,191		542			—		26,733		26,733		(833	)		2011		30
1592	Bountiful	UT		5,241		999		7,426		54			999		7,481		8,480		(351	)		2010		30
0169	Bountiful	UT		—		276		5,237		455			276		5,691		5,967		(1,957	)		1995		45
0346	Castle Dale	UT		—		50		1,818		63			50		1,881		1,931		(698	)		1998		35
0347	Centerville	UT		—		300		1,288		191			300		1,479		1,779		(567	)		1999		35
0350	Grantsville	UT		—		50		429		39			50		468		518		(175	)		1999		35
0469	Kaysville	UT		—		530		4,493		146			530		4,639		5,169		(1,046	)		2001		43
0456	Layton	UT		—		371		7,073		357			389		7,359		7,748		(2,287	)		2001		35
0359	Ogden	UT		—		180		1,695		121			180		1,764		1,944		(653	)		1999		35
1283	Ogden	UT		—		106		4,464		455			106		4,466		4,572		(545	)		2006		40
0357	Orem	UT		—		337		8,744		1,144			306		9,167		9,473		(3,597	)		1999		35
0371	Providence	UT		—		240		3,876		198			256		3,798		4,054		(1,358	)		1999		35
0353	Salt Lake City	UT		—		190		779		61			201		830		1,031		(313	)		1999		35
0355	Salt Lake City	UT		—		180		14,792		759			180		15,502		15,682		(5,727	)		1999		35
0467	Salt Lake City	UT		—		3,000		7,541		509			3,007		7,998		11,005		(2,129	)		2001		38
0566	Salt Lake City	UT		—		509		4,044		792			509		4,691		5,200		(1,084	)		2003		37
0354	Salt Lake City	UT		—		220		10,732		802			220		11,332		11,552		(4,132	)		1999		35
0358	Springville	UT		—		85		1,493		163			85		1,657		1,742		(592	)		1999		35
0482	Stansbury	UT		—		450		3,201		299			450		3,452		3,902		(814	)		2001		45
0351	Washington Terrace	UT		—		—		4,573		1,502			—		5,723		5,723		(1,890	)		1999		35
0352	Washington Terrace	UT		—		—		2,692		354			—		2,753		2,753		(981	)		1999		35
0495	West Valley	UT		—		410		8,266		1,002			410		9,268		9,678		(2,593	)		2002		35
0349	West Valley	UT		—		1,070		17,463		84			1,070		17,548		18,618		(6,451	)		1999		35
1208	Fairfax	VA		—		8,396		16,710		1,722			8,408		18,419		26,827		(3,561	)		2006		28
0572	Reston	VA		—		—		11,902		(121	)		—		11,710		11,710		(2,402	)		2003		43
0448	Renton	WA		—		—		18,724		1,195			—		19,379		19,379		(6,701	)		1999		35
0781	Seattle	WA		—		—		52,703		2,324			—		52,372		52,372		(10,368	)		2004		39
0782	Seattle	WA		—		—		24,382		3,369			21		26,923		26,944		(5,464	)		2004		36
0783	Seattle	WA		—		—		5,625		863			—		6,440		6,440		(4,173	)		2004		10

F-70

HCP, Inc.

Schedule III: Real Estate and Accumulated Depreciation (Continued)

December 31, 2011

(Dollars in thousands)

											Gross Amount at Which Carried As of December 31, 2011											Life on Which Depreciation in Latest Income Statement is Computed
					Initial Cost to Company
									Costs Capitalized Subsequent to Acquisition
City		State	Encumbrances at December 31, 2011		Land		Buildings and Improvements				Land		Buildings and Improvements		Total(1)		Accumulated Depreciation			Year Acquired/ Constructed
0785	Seattle	WA		—		—		7,293		1,207		—		7,742		7,742		(1,788	)		2004		33
1385	Seattle	WA		—		—		38,925		437		—		39,352		39,352		(5,954	)		2007		30
0884	Mexico City	DF		—		415		3,739		13		259		3,897		4,156		(531	)		2006		40
			$	328,608	$	190,215	$	1,784,246	$	256,027	$	192,117	$	2,000,699	$	2,192,816	$	(431,122	)
Post-acute/skilled nursing
0012	Livermore	CA	$	—	$	610	$	1,711	$	1,125	$	610	$	2,836	$	3,446	$	(2,784	)		1985		25
0315	Perris	CA		—		336		3,021		—		336		3,021		3,357		(1,442	)		1998		25
0237	Vista	CA		—		653		6,012		90		653		6,102		6,755		(3,109	)		1997		25
0002	Fort Collins	CO		—		499		1,913		1,454		499		3,122		3,621		(3,121	)		1985		25
0018	Morrison	CO		—		1,429		5,464		4,019		1,429		8,761		10,190		(8,544	)		1985		24
0280	Statesboro	GA		—		168		1,508		—		168		1,508		1,676		(743	)		1992		25
0297	Rexburg	ID		—		200		5,310		—		200		5,060		5,260		(1,952	)		1998		35
0378	Anderson	IN		—		500		4,724		1,734		500		6,057		6,557		(1,849	)		1999		35
0384	Angola	IN		—		130		2,900		566		130		3,466		3,596		(1,008	)		1999		35
0385	Fort Wayne	IN		—		200		4,150		2,667		200		6,817		7,017		(1,743	)		1999		38
0386	Fort Wayne	IN		—		140		3,760		—		140		3,760		3,900		(1,307	)		1999		35
0387	Huntington	IN		—		30		2,970		338		30		3,308		3,338		(1,066	)		1999		35
0373	Kokomo	IN		—		250		4,622		1,294		250		5,653		5,903		(1,335	)		1999		45
0454	New Albany	IN		—		230		6,595		—		230		6,595		6,825		(2,026	)		2001		35
0484	Tell City	IN		—		95		6,208		1,299		95		7,509		7,604		(1,634	)		2001		45
0688	Cynthiana	KY		—		192		4,875		—		192		4,875		5,067		(839	)		2004		40
0071	Mayfield	KY		—		218		2,797		—		218		2,792		3,010		(1,765	)		1986		40
0298	Franklin	LA		—		405		3,424		—		405		3,424		3,829		(1,655	)		1998		25
0299	Morgan City	LA		—		203		2,050		—		203		2,050		2,253		(991	)		1998		25
0017	Westborough	MA		—		858		2,975		2,894		858		5,868		6,726		(4,046	)		1985		30
0388	Las Vegas	NV		—		1,300		3,950		—		1,300		3,950		5,250		(1,373	)		1999		35
0389	Las Vegas	NV		—		1,300		5,800		—		1,300		5,800		7,100		(2,016	)		1999		35
0390	Fairborn	OH		—		250		4,850		—		250		4,850		5,100		(1,686	)		1999		35
0391	Georgetown	OH		—		130		4,970		—		130		4,970		5,100		(1,728	)		1999		35
0063	Marion	OH		—		218		2,971		—		218		2,965		3,183		(2,421	)		1986		30
0038	Newark	OH		—		400		8,588		—		400		8,577		8,977		(6,009	)		1986		35
0392	Port Clinton	OH		—		370		3,630		—		370		3,630		4,000		(1,262	)		1999		35
0393	Springfield	OH		—		250		3,950		2,113		250		6,063		6,313		(1,532	)		1999		35
0394	Toledo	OH		—		120		5,130		—		120		5,130		5,250		(1,783	)		1999		35
0395	Versailles	OH		—		120		4,980		—		120		4,980		5,100		(1,731	)		1999		35
0695	Carthage	TN		—		129		2,406		—		129		2,225		2,354		(471	)		2004		35
0054	Loudon	TN		—		26		3,879		—		26		3,873		3,899		(2,761	)		1986		35
0047	Maryville	TN		—		160		1,472		—		160		1,468		1,628		(830	)		1986		45
0048	Maryville	TN		—		307		4,376		—		307		4,369		4,676		(2,392	)		1986		45
0285	Fort Worth	TX		—		243		2,036		269		243		2,305		2,548		(1,129	)		1998		25
0296	Ogden	UT		—		250		4,685		—		250		4,435		4,685		(1,690	)		1998		35
0681	Fishersville	VA		—		751		7,734		—		751		7,220		7,971		(1,390	)		2004		40
0682	Floyd	VA		—		309		2,263		—		309		1,893		2,202		(577	)		2004		25
0689	Independence	VA		—		206		8,366		—		206		7,810		8,016		(1,481	)		2004		40
0683	Newport News	VA		—		535		6,192		—		535		5,719		6,254		(1,100	)		2004		40
0684	Roanoke	VA		—		586		7,159		—		586		6,696		7,282		(1,287	)		2004		40
0685	Staunton	VA		—		422		8,681		—		422		8,136		8,558		(1,563	)		2004		40
0686	Williamsburg	VA		—		699		4,886		—		699		4,464		5,163		(860	)		2004		40
0690	Windsor	VA		—		319		7,543		—		319		7,018		7,337		(1,330	)		2004		40
0687	Woodstock	VA		—		603		5,395		9		605		4,987		5,592		(960	)		2004		40
			$	—	$	17,349	$	202,881	$	19,871	$	17,351	$	216,117	$	233,468	$	(84,321	)
Hospital
0126	Little Rock	AR	$	—	$	709	$	9,604	$	—	$	709	$	9,587	$	10,296	$	(4,487	)		1990		45
0113	Peoria	AZ		—		1,565		7,050		—		1,565		7,050		8,615		(3,396	)		1988		45
1038	Fresno	CA		—		3,652		29,113		7,724		3,652		36,837		40,489		(9,694	)		2006		40	†
0423	Irvine	CA		—		18,000		70,800		—		18,000		70,800		88,800		(24,618	)		1999		35
0127	Colorado Springs	CO		—		690		8,338		—		690		8,338		9,028		(3,877	)		1989		45
0425	Palm Beach Garden	FL		—		4,200		58,250		—		4,200		58,250		62,450		(20,250	)		1999		35
0426	Roswell	GA		—		6,900		55,300		—		6,900		54,859		61,759		(19,122	)		1999		35
0887	Atlanta	GA		—		4,300		13,690		—		4,300		13,690		17,990		(4,613	)		2007		40
0112	Overland Park	KS		—		2,316		10,681		—		2,316		10,681		12,997		(5,327	)		1989		45
0877	Slidell	LA		—		1,490		22,034		—		1,490		20,934		22,424		(2,704	)		2006		40
1383	Baton Rouge	LA		—		690		8,545		86		690		8,632		9,322		(1,161	)		2007		40
0429	Hickory	NC		—		2,600		69,900		—		2,600		69,900		72,500		(24,299	)		1999		35
0886	Dallas	TX		—		1,820		8,508		26		1,820		8,534		10,354		(1,945	)		2007		40
1319	Dallas	TX		—		18,840		138,235		1,091		18,840		139,326		158,166		(18,605	)		2007		35
1384	Plano	TX		—		6,290		22,686		1,374		6,290		24,061		30,351		(3,335	)		2007		25
0084	San Antonio	TX		—		1,990		11,184		—		1,990		11,174		13,164		(5,857	)		1987		45

F-71

HCP, Inc.

Schedule III: Real Estate and Accumulated Depreciation (Continued)

December 31, 2011

(Dollars in thousands)

											Gross Amount at Which Carried As of December 31, 2011											Life on Which Depreciation in Latest Income Statement is Computed
					Initial Cost to Company
									Costs Capitalized Subsequent to Acquisition
City		State	Encumbrances at December 31, 2011		Land		Buildings and Improvements				Land		Buildings and Improvements		Total(1)		Accumulated Depreciation			Year Acquired/ Constructed
0885	Greenfield	WI		—		620		9,542		—		620		9,542		10,162		(1,846	)		2006		40
			$	—	$	76,672	$	553,460	$	10,301	$	76,672	$	562,195	$	638,867	$	(155,136	)
Total continuing operations properties			$	1,764,571	$	1,725,835	$	8,527,387	$	726,059	$	1,729,677	$	9,120,426	$	10,850,103	$	(1,470,226	)
Corporate and other assets				—		—		2,729		4,014		—		3,442		3,442		(2,046	)
Total			$	1,764,571	$	1,725,835	$	8,530,116	$	730,073	$	1,729,677	$	9,123,868	$	10,853,545	$	(1,472,272	)

*

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

**

Represents land parcels which are not depreciated.

†

A portion of the property has been taken out of service and placed in redevelopment.

(1)

At December 31, 2011, the tax basis of the Company's net real estate assets is less than the reported amounts by approximately $1.7 billion.

        (b)   A summary of activity for real estate and accumulated depreciation for the years ended December 31, 2011, 2010 and 2009 follows (in thousands):

	Year ended December 31,
	2011			2010			2009
Real estate:
Balances at beginning of year	$	9,900,305		$	9,559,566		$	9,430,977
Acquisition of real estate and development and improvements		1,049,723			377,354			119,221
Disposition of real estate		(21,737	)		(61,139	)		(60,134	)
Balances associated with changes in reporting presentation(1)		(74,746	)		24,524			69,502
Balances at end of year	$	10,853,545		$	9,900,305		$	9,559,566
Accumulated depreciation:
Balances at beginning of year	$	1,244,502		$	1,029,775		$	791,613
Depreciation expense		301,233			258,929			248,758
Disposition of real estate		(5,705	)		(27,123	)		(25,925	)
Balances associated with changes in reporting presentation(1)		(67,758	)		(17,079	)		15,329
Balances at end of year	$	1,472,272		$	1,244,502		$	1,029,775

(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, 2011.

F-72

EX-99.2

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Exhibit 99.2

CONSOLIDATED FINANCIAL STATEMENTS

HCR Properties, LLC
For the years ended December 31, 2010, 2009 and 2008
With Report of Independent Auditors

HCR Properties, LLC

Consolidated Financial Statements

Contents

Report of Independent Auditors	1
Consolidated Financial Statements
Consolidated Balance Sheets	2
Consolidated Statements of Income	3
Consolidated Statements of Cash Flows	4
Consolidated Statements of Member's Deficit	5
Notes to Consolidated Financial Statements	6

[LETTERHEAD]

Report of Independent Auditors

The Board of Directors of HCR Properties, LLC

        We have audited the accompanying consolidated balance sheets of HCR Properties, LLC. as of December 31, 2010 and 2009, and the related consolidated statements of income, cash flows and member's deficit for each of the three years ended December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the 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. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and 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 HCR Properties, LLC at December 31, 2010 and 2009, and the consolidated results of its operations and its cash flows for each of the three years ended December 31, 2010 in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young

Toledo, Ohio
February 1, 2011

1

HCR Properties, LLC

Consolidated Balance Sheets

	December 31,
	2010			2009
	(In thousands)
Assets
Current assets:
Restricted cash and cash equivalents	$	7,446		$	7,855
Net investment in direct financing lease		3,133,172			3,096,351
Property		60			60
Other assets		31,617			59,589
Total assets	$	3,172,295		$	3,163,855
Liabilities and Member's Deficit
Current liabilities:
Accrued liabilities	$	8,509		$	8,280
Income taxes payable		129,574			51,978
Net payable to affiliated company		20,750			19,463
Total current liabilities		158,833			79,721
Long-term debt		4,595,942			4,595,942
Deferred income taxes		922,986			892,839
Member's deficit:
Contributed capital		3,812,947			3,812,947
Accumulated distributions		(5,166,498	)		(4,893,128	)
Retained earnings		411,954			250,294
Accumulated other comprehensive loss		(2,368	)		(17,020	)
		(943,965	)		(846,907	)
Less subscription receivable		(1,561,501	)		(1,557,740	)
Total member's deficit		(2,505,466	)		(2,404,647	)
Total liabilities and member's deficit	$	3,172,295		$	3,163,855

See accompanying notes.

2

HCR Properties, LLC

Consolidated Statements of Income

	Year ended December 31,
	2010			2009			2008
	(In thousands)
Revenues	$	—		$	—		$	—
Expenses:
Operating		150			252			131
Management fees		1,550			1,550			1,550
		1,700			1,802			1,681
Loss before other income (expenses) and income taxes		(1,700	)		(1,802	)		(1,681	)
Other income (expenses):
Interest expense		(155,686	)		(152,316	)		(263,509	)
Loss on debt extinguishment		—			—			(40	)
Unrealized derivative loss		(25,641	)		(6,989	)		—
Gain on sale of assets		—			1,232			—
Interest income and other		442,970			438,876			398,193
Total other income, net		261,643			280,803			134,644
Income before income taxes		259,943			279,001			132,963
Income taxes		98,283			105,408			49,681
Net income	$	161,660		$	173,593		$	83,282

See accompanying notes.

3

HCR Properties, LLC

Consolidated Statements of Cash Flows

	Year ended December 31,
	2010			2009			2008
	(In thousands)
Operating Activities
Net income	$	161,660		$	173,593		$	83,282
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred finance fee and derivative amortization		26,442			19,318			16,033
Interest earned in excess of cash receipts		(40,582	)		(48,069	)		(50,202	)
Loss on debt extinguishment		—			—			40
Unrealized derivative loss		25,642			6,989			—
Provision for deferred income taxes		20,687			52,319			47,741
Gain on sale of assets		—			(1,232	)		—
Changes in assets and liabilities:
Assets		—			(13,176	)		9,632
Liabilities		77,825			49,402			10,856
Total adjustments		110,014			65,551			34,100
Net cash provided by operating activities		271,674			239,144			117,382
Investing Activities
Investment in direct financing lease		—			(2,356	)		—
Investment in property		—			(60	)		—
Proceeds from sale of assets		—			4,704			—
Net change in restricted cash and cash equivalents		409			1,550			1,821
Proceeds from direct financing lease and subscription receivable		—			—			31,627
Net cash provided by investing activities		409			3,838			33,448
Financing Activities
Net payable (advance) to affiliated company		1,287			351			(7,381	)
Contributions from Manor Care, Inc.		—			17,997			—
Distributions to Manor Care, Inc.		(273,370	)		(256,392	)		(142,909	)
Payment of debt		—			(3,558	)		(500	)
Payment of financing and extinguishment costs		—			(1,380	)		(40	)
Net cash used in financing activities		(272,083	)		(242,982	)		(150,830	)
Net change in cash and cash equivalents		—			—			—
Cash and cash equivalents at beginning of year		—			—			—
Cash and cash equivalents at end of year	$	—		$	—		$	—

See accompanying notes.

4

HCR Properties, LLC

Consolidated Statements of Member's Deficit

	Contributed Capital		Accumulated Distributions			Retained (Deficit) Earnings			Accumulated Other Comprehensive Loss			Subscription Receivable			Total Member's Deficit
	(In thousands)
Balance at January 1, 2008	$	3,794,950	$	(4,493,827	)	$	(6,581	)	$	(6,316	)	$	(1,548,240	)	$	(2,260,014	)
Distributions to Manor Care, Inc.				(142,909	)											(142,909	)
Subscription receivable activity													1,112			1,112
Comprehensive income (loss):
Net income							83,282
Other comprehensive loss, net of tax:
Unrealized loss and reclassification adjustments for hedging derivatives (see Note 5)										(13,446	)
Total comprehensive income																69,836
Balance at December 31, 2008		3,794,950		(4,636,736	)		76,701			(19,762	)		(1,547,128	)		(2,331,975	)
Contributions from Manor Care, Inc.		17,997														17,997
Distributions to Manor Care, Inc.				(256,392	)											(256,392	)
Subscription receivable activity													(10,612	)		(10,612	)
Comprehensive income:
Net income							173,593
Other comprehensive income, net of tax:
Unrealized gain and reclassification adjustments for hedging derivatives (see Note 5)										2,742
Total comprehensive income																176,335
Balance at December 31, 2009		3,812,947		(4,893,128	)		250,294			(17,020	)		(1,557,740	)		(2,404,647	)
Distributions to Manor Care, Inc.				(273,370	)											(273,370	)
Subscription receivable activity													(3,761	)		(3,761	)
Comprehensive income:
Net income							161,660
Other comprehensive income, net of tax:
Unrealized loss and reclassification adjustments for hedging derivatives (see Note 5)										14,652
Total comprehensive income																176,312
Balance at December 31, 2010	$	3,812,947	$	(5,166,498	)	$	411,954		$	(2,368	)	$	(1,561,501	)	$	(2,505,466	)

See accompanying notes.

5

HCR Properties, LLC

Notes to Consolidated Financial Statements

1. Accounting Policies

Nature of Operations

        HCR Properties, LLC and subsidiaries (the Company) lease certain property and equipment of 331 skilled nursing and assisted living centers to a related party, HCR III Healthcare, LLC. The centers are located in 30 states, with 63 percent located in Florida, Illinois, Michigan, Ohio and Pennsylvania.

Principles of Consolidation and Basis of Presentation

        The consolidated financial statements include the accounts of HCR Properties, LLC and its wholly-owned subsidiaries. HCR Properties, LLC is a wholly-owned subsidiary of Manor Care, Inc.

        Effective July 1, 2009, the Company adopted a new accounting standard that was issued to establish the Financial Accounting Standards Board (FASB) Accounting Standard Codification as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles. Adopting this standard had no impact on the Company's financial position or results of operations.

Related-Party Transactions

        HCR III Healthcare, LLC is an indirect, wholly-owned subsidiary of HCR Healthcare, LLC and Manor Care, Inc. Certain of the consolidated subsidiaries of HCR Properties, LLC hold the title to the property and equipment of the skilled nursing and assisted living facilities. HCR III Healthcare, LLC (also referred to as Master Tenant) leases the property from certain subsidiaries of HCR Properties, LLC and conducts the operations of the business. The lease is accounted for as a direct financing lease. HCR Properties, LLC distributes the residual lease payments to Manor Care, Inc., which represents the portion of the lease payments received from HCR III Healthcare, LLC which are not used by subsidiaries of HCR Properties, LLC to make payments with respect to their loan agreements. The distributions were $273.4 million, $256.4 million, and $142.9 million for the years ended December 31, 2010, 2009, and 2008, respectively. In addition, Manor Care, Inc. contributes funds to HCR Properties, LLC as needed, which totaled $18.0 million for the year ended December 31, 2009.

        Certain wholly-owned subsidiaries of HCR Healthcare, LLC perform services for the Company, which will be referred to hereafter as an affiliated company. An affiliated company provides strategic advisory and management services to the Company in accordance with a corporate services agreement. The management fee is based on an agreed upon fee for each legal entity, as defined in the agreement. Total management fees were $1.6 million for each of the years ended December 31, 2010, 2009, and 2008. Cash is received and disbursed on behalf of the Company by an affiliated company. The net payable to an affiliated company was $20.8 million and $19.5 million at December 31, 2010 and 2009, respectively. The payable is due on the earlier of 30 days after the affiliated company demands payment, the Company is no longer a direct or indirect wholly-owned subsidiary of Manor Care, Inc., or an event of default, as defined in the agreement. The payable is guaranteed by Manor Care, Inc. Payments or other credits are applied against any outstanding balance on a first-in, first-out basis. Generally, the payable accrues interest if it remains outstanding for more than three months. There was no interest expense recorded during the years ended December 31, 2010, 2009, or 2008.

6

HCR Properties, LLC

Notes to Consolidated Financial Statements (Continued)

1. Accounting Policies (Continued)

Use of Estimates

        The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Restricted Cash and Cash Equivalents

        The Company's restricted cash and cash equivalents represent amounts escrowed under the Company's loan agreements for insurance and taxes

Derivative Financial Instruments and Hedging Activities

        The accounting standard for derivatives and hedging activities establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. The Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative and the resulting designation. Derivatives used to hedge the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives used to hedge the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges.

        For derivatives designated as fair value hedges, changes in the fair value of the derivative and the hedged item related to the hedged risk are recognized in earnings. For derivatives designated as cash flow hedges, the effective portion of changes in the fair value of the derivative is initially reported in other comprehensive income (outside of earnings) and subsequently reclassified to earnings when the hedged transaction affects earnings, and the ineffective portion of changes in the fair value of the derivative is recognized directly in earnings. The Company assesses the effectiveness of each hedging relationship by comparing the changes in fair value or cash flows of the derivative hedging instrument with the changes in fair value or cash flows of the designated hedged item or transaction. For derivatives not designated as hedges, changes in fair value are recognized in earnings. The Company records all derivative activity in cash flows from operations.

        On January 1, 2009, the Company adopted a new accounting standard that amends and expands the disclosure requirements for derivative instruments and hedging activities. The new standard requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about the fair value of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative instruments. See Note 5 for the expanded disclosures.

Assets and Liabilities Measured at Fair Value

        The Company measures certain financial assets and liabilities at fair value on a recurring basis, as discussed in Note 6. On January 1, 2009, the Company adopted a new accounting standard for its non-financial assets and liabilities that are not recognized at fair value on a recurring basis. The new standard defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The adoption of the standard for its non-financial assets did not affect the Company's consolidated financial statements.

7

HCR Properties, LLC

Notes to Consolidated Financial Statements (Continued)

1. Accounting Policies (Continued)

        In the first quarter of 2010, the Company adopted a new accounting standard that amends and expands the disclosures about fair value measurements. The additional disclosures include the amount of transfers between Levels 1 and 2 of the fair value hierarchy, the reasons for transfers in and out of Level 3 and activity for recurring Level 3 measures. The amendments clarify certain existing disclosure requirements related to the level at which fair value disclosures should be disaggregated and the requirement to provide disclosures about the valuation techniques and inputs used in determining the fair value of assets or liabilities classified as Levels 2 or 3. The Company previously provided disclosures about the valuation techniques and inputs. See Note 6 for these disclosures.

Concentrations of Credit Risk

        Financial instruments that potentially subject the Company to significant concentrations of credit risk consist of restricted cash and cash equivalents, and derivatives, which the Company maintains with various financial institutions. The Company's loan agreements limit the types of investments that the Company can make. The majority of the Company's cash equivalents are invested in money market funds. As part of its cash and risk management process, the Company performs periodic evaluations of the relative credit standing of the financial institutions. The Company has not sustained credit losses from instruments held at financial institutions. The Company utilizes interest rate caps to add stability to interest expense. Such contracts involve the risk of non-performance by the counterparties with respect to the interest rate caps, which could result in a material loss if interest rates were to increase.

Income Taxes

        In accordance with accounting standards for income taxes, the Company's financial statements recognize the current and deferred income tax consequences that result from the Company's activities as if the Company were a separate taxpayer, rather than a member of the ultimate parent company's consolidated income tax return group. The Company's related party lease activity is eliminated in consolidation and not reflected in the parent company's consolidated tax return. As a result, the Company's current income taxes receivable or payable will remain on the Company's balance sheets.

Subsequent Events

        The Company has evaluated subsequent events through February 1, 2011, the date the financial statements were available to be issued.

2. Sale of the Company

        In December 2010, the Company and its ultimate parent, HCR ManorCare, Inc., signed an agreement to sell the real estate of its skilled nursing and assisted living facilities for $6.1 billion to HCP, Inc (HCP). The transaction has been approved by HCP's Board of Directors and the shareholders of HCR ManorCare, Inc., and is structured as a sale of the equity interests of the Company. HCR III Healthcare, LLC will continue to operate these facilities pursuant to a long-term triple-net master lease, for which the lease payments will be guaranteed by HCR ManorCare, Inc. The transaction is expected to close in the first quarter of 2011, subject to the completion of certain regulatory approvals, third party consents, and other customary closing conditions.

8

HCR Properties, LLC

Notes to Consolidated Financial Statements (Continued)

3. Net Investment in Direct Financing Lease and Subscription Receivable

        In December 2007, the Company entered into a master lease agreement to lease its property and equipment for skilled nursing and assisted living facilities to HCR III Healthcare, LLC. The original term of the agreement is 12 years with one 10-year renewal. Because HCR III Healthcare, LLC has an economic compulsion to renew the lease, all lease payments are included in the minimum lease payment calculations. At the inception of the lease, the present value of the minimum lease payments exceeded the fair value of the property and equipment. The excess value is classified as a subscription receivable and included in member's deficit. Unearned income is recognized as interest income using the interest method over the term of the lease. There is no allowance for uncollectible minimum lease payments receivable. In 2009, the Company sold one skilled nursing facility in Ohio for $4.7 million, resulting in a net gain of $1.2 million due to the related adjustment of the direct financing lease and subscription receivable.

        At December 31, 2010, future minimum lease payments receivable for the direct financing lease and future subscription payments receivable are as follows:

	Minimum lease payments receivable		Subscription payments receivable
	(In thousands)
2011	$	274,582	$	139,827
2012		282,820		144,022
2013		291,305		148,343
2014		300,044		152,793
2015		309,045		157,377
Later years		5,438,856		2,769,657
Total	$	6,896,652	$	3,512,019

        At December 31, the components of net investment in direct financing lease consisted of:

	2010		2009
	(In thousands)
Future minimum lease payments receivable	$	6,896,652	$	7,163,236
Unguaranteed residual value		1,568,324		1,568,324
Gross investment in lease		8,464,976		8,731,560
Less unearned income		5,331,804		5,635,209
Net investment in direct financing lease	$	3,133,172	$	3,096,351

        At December 31, the components of subscription receivable consisted of:

	2010		2009
	(In thousands)
Future subscription payments receivable	$	3,512,019	$	3,647,773
Less unearned income		1,950,518		2,090,033
Subscription receivable	$	1,561,501	$	1,557,740

9

HCR Properties, LLC

Notes to Consolidated Financial Statements (Continued)

4. Debt

        At December 31, debt consisted of the following:

	2010		2009
	(In thousands)
Commercial mortgage-backed securities (CMBS)	$	2,997,353	$	2,997,353
Mezzanine loans		1,598,589		1,598,589
Long-term debt	$	4,595,942	$	4,595,942

        Commercial Mortgage-Backed Securities (CMBS) and Mezzanine Loans.    In December 2007, subsidiaries of the Company entered into loan agreements with aggregate proceeds of $4.6 billion, consisting of CMBS totaling $3.0 billion and Mezzanine loans totaling $1.6 billion. The CMBS and Mezzanine debt are non-recourse and expire on January 9, 2012, subject to a one-year extension at the borrower's option if certain criteria are met. CMBS debt is secured by mortgages on the assets of certain of the subsidiaries of the Company, with a net book value of $2.8 billion at December 31, 2010. Interest on the CMBS and Mezzanine loans is payable monthly at LIBOR plus a spread, as defined in the loan agreements. Principal and any unpaid interest are payable at maturity. At December 31, 2010 and 2009, the weighted-average interest rate on the CMBS and Mezzanine loans was 2.8 percent and 2.7 percent, respectively. See Note 5 for discussion on interest rate caps entered into with respect to the CMBS and Mezzanine debt. During 2009, the Company paid a total of $3.6 million on its CMBS and Mezzanine loans due to the sale of a facility and excess land. During 2008, the Company paid $0.5 million due to the sale of excess land at a facility with an immaterial prepayment premium.

        The CMBS and Mezzanine debt are not obligations of HCR Healthcare, LLC or HCR III Healthcare, LLC. HCR Properties, LLC and its subsidiaries' assets and credit are not available to satisfy the debts and other obligations of any of their affiliates or any other person. HCR III Healthcare, LLC and its subsidiaries' assets and credit are not available to satisfy the debts and other obligations of any of their affiliates or any other person.

        Fair Value.    At December 31, 2010 and 2009, the carrying value of the Company's debt was $4.6 billion and the fair value was $4.3 billion and $3.9 billion, respectively. At December 31, 2010 and 2009, the fair value of the Company's variable-rate debt was calculated using cash flows based upon the variable interest rate in effect at year end discounted at a current replacement spread over LIBOR based on current market conditions.

        Other Information.    Interest paid, primarily related to debt, amounted to $129.2 million, $135.8 million, and $229.1 million for the years ended December 31, 2010, 2009, and 2008, respectively.

        The Company has assumed that it will extend the CMBS and Mezzanine debt for one year, which is permitted under the loan agreements if certain criteria are met, until 2013. Therefore, the only debt maturity for the five years subsequent to December 31, 2010 is $4.6 billion in 2013.

10

HCR Properties, LLC

Notes to Consolidated Financial Statements (Continued)

5. Derivative Financial Instruments and Hedging Activities

        Risk Management Objective of Using Derivatives.    The Company is exposed to certain risk arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company's derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company's known or expected cash receipts and its known or expected cash payments principally related to the Company's borrowings. As of December 31, 2010 and 2009, no derivatives were designated as fair value hedges or hedges of net investments in foreign operations. Additionally, the Company does not use derivatives for trading or speculative purposes.

        Cash Flow Hedges of Interest Rate Risk.    The Company's objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company uses interest rate caps as part of its interest rate risk management strategy. Interest rate caps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium.

        The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in other comprehensive income (OCI) and is subsequently reclassified from accumulated other comprehensive income (AOCI) into earnings in the period that the hedged forecasted transaction affects earnings. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. Amounts reported in AOCI related to derivatives will be reclassified to interest expense as interest payments are made on the Company's variable-rate debt. The payment of $3.6 million of CMBS and Mezzanine variable rate debt in 2009 created a minor ineffective portion.

        During December 2007, the Company entered into 24 interest rate caps, which expire in January 2012, to hedge the variable cash flows associated with the CMBS and Mezzanine variable-rate debt of $4.6 billion for an up-front premium of $36.9 million. These transactions were executed in conjunction with interest rate floor transactions executed by HCR Healthcare, LLC. During the first quarter of 2009, the Company modified certain interest rate caps to reduce the strike rate on $2.5 billion of the total outstanding notional amount for an up-front premium of $14.2 million. As a result of these modifications, the Company discontinued prospectively the hedge accounting on 16 of its interest rate caps for $3.57 billion of the notional amount, as this portion no longer met the strict hedge accounting requirements. The Company continued to report the net loss at the time of the modification related to the discontinued cash flow hedges in AOCI and was reclassifying these losses into earnings during the original contractual terms of the derivative agreements as the hedged forecasted transactions were expected to occur.

        As discussed in Note 2, the Company signed an agreement in December 2010 to sell its equity interests, which is expected to close at the end of the first quarter of 2011. The Company intends to repay its CMBS and Mezzanine variable-rate debt and terminate its interest rate caps contemporaneous with this transaction. As a result, the Company discontinued prospectively the hedge accounting on its

11

HCR Properties, LLC

Notes to Consolidated Financial Statements (Continued)

5. Derivative Financial Instruments and Hedging Activities (Continued)

remaining eight interest rate caps with a notional amount of $1.03 billion as the hedged transactions were no longer probable to occur. As of December 31, 2010, the Company had no derivatives qualifying as cash flow hedges of interest rate risk. All prospective changes in the fair value of outstanding derivatives will be recorded directly to earnings.

        During December 2010, the Company reclassified $14.7 million of losses from AOCI to earnings as a missed forecast. The missed forecast represented those losses related to estimated hedged transactions that were expected to occur after March 31, 2011. The losses were required to be recognized in earnings as these hedged transactions were deemed probable not to occur as originally forecasted. During the first quarter of 2011, the Company estimates that $3.9 million will be reclassified from AOCI to earnings as an increase to interest expense.

        Non-Designated Hedges.    Derivatives not designated as hedges are not speculative and are used to manage the Company's exposure to interest rate movements and other identified risks but do not meet the strict hedge accounting requirements. The Company uses interest rate caps as part of its interest rate risk management strategy. Interest rate caps involve the receipt of variable-rate amounts from a counterparty if interest rates rise above the strike rate on the contract. Changes in the fair value are recorded directly in earnings. As of December 31, 2010, the Company had 24 interest rate caps for a notional amount of $4.6 billion that were not designated as hedges in qualifying hedging relationships.

        Balance Sheet Classification.    The fair value of the Company's derivative financial instruments and their classification on the consolidated balance sheets was as follows as of December 31:

		Fair Value
	Balance Sheet Location
Asset Derivatives		2010		2009
		(In thousands)
Designated hedges
Interest Rate Caps	Other assets	$	—	$	1,179
Non-designated hedges
Interest Rate Caps	Other assets		159		11,014
		$	159	$	12,193

12

HCR Properties, LLC

Notes to Consolidated Financial Statements (Continued)

5. Derivative Financial Instruments and Hedging Activities (Continued)

        Income Statement Effect.    The effect of the Company's derivative financial instruments on the consolidated statements of income was as follows:

Derivatives Designated as Cash Flow Hedges

        Interest Rate Caps:

		Year ended December 31,
Amount of gain/credit or (loss/expense)	Location	2010			2009			2008
		(In thousands)
Recognized in OCI (effective portion)	OCI	$	(1,130	)	$	1,052		$	(22,593	)
Reclassified from AOCI into income (effective portion)	Interest expense		(10,504	)		(3,434	)		(467	)
Recognized in income (missed forecast, ineffective portion and amount excluded from effectiveness testing)	Unrealized derivative loss		(14,742	)		(53	)		—

Derivatives Not Designated as Hedging Instruments

		Year ended December 31,
Amount of gain (loss) recognized in income	Location	2010			2009			2008
		(In thousands)
Interest Rate Caps	Unrealized derivative loss	$	(10,899	)	$	(6,936	)	$	—

        Other Comprehensive Income (Loss).    The derivative activity included in other comprehensive income (loss) was as follows:

	2010			2009			2008
	(In thousands)
Balance at January 1	$	(17,020	)	$	(19,762	)	$	(6,316	)
Unrealized (loss) gain on hedging derivatives, net of income tax benefit (expense) of $442, $(413), and $8,863, respectively		(688	)		639			(13,730	)
Reclassification adjustment for losses recognized in earnings, net of income tax benefit of $9,902, $1,357, and $183, respectively		15,340			2,103			284
Net derivative activity		14,652			2,742			(13,446	)
Balance at December 31	$	(2,368	)	$	(17,020	)	$	(19,762	)

6. Fair Value Measurements

        The Company measures certain financial assets and liabilities at fair value on a recurring basis. Fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. The Company's assessment of the significance of a particular input to the

13

HCR Properties, LLC

Notes to Consolidated Financial Statements (Continued)

6. Fair Value Measurements (Continued)

fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The following three-tier hierarchy prioritizes the inputs used in measuring fair value:

Level 1:	Observable inputs such as quoted prices in active markets;
Level 2:	Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and
Level 3:	Unobservable inputs for which there is little or no market data, which requires the Company to develop assumptions.

        The fair value of the Company's financial assets was determined using the following inputs at December 31, 2010 and 2009:

	Fair Value at December 31, 2010
	Level 1		Level 2		Level 3
	(In thousands)
Assets:
Restricted cash and cash equivalents	$	7,446	$	—	$	—
Derivative asset for interest rate caps		—		159		—
Total assets	$	7,446	$	159	$	—

	Fair Value at December 31, 2009
	Level 1		Level 2		Level 3
	(In thousands)
Assets:
Restricted cash and cash equivalents	$	7,855	$	—	$	—
Derivative asset for interest rate caps		—		12,193		—
Total assets	$	7,855	$	12,193	$	—

        There were no transfers between Level 1 and Level 2 during the years ended December 31, 2010, or 2009. There were no assets or liabilities classified in Level 3 during the years ended December 31, 2010 or 2009.

        The valuation of interest rate caps was determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflected the contractual terms of the derivatives, including the period to maturity, and used observable market-based inputs, including interest rate curves and implied volatilities. The Company incorporated credit valuation adjustments to appropriately reflect the respective counterparty's nonperformance risk in the fair value measurements. Although the Company determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by its counterparties. However, as of December 31, 2010 and 2009, the Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and determined that the credit valuation adjustments were not

14

HCR Properties, LLC

Notes to Consolidated Financial Statements (Continued)

6. Fair Value Measurements (Continued)

significant to the overall valuation of its derivatives. As a result, the Company determined that its derivative valuations in their entirety were classified in Level 2 of the fair value hierarchy.

7. Income Taxes

        The provision for income taxes consisted of the following:

	Year ended December 31,
	2010		2009		2008
	(In thousands)
Current:
Federal	$	68,592	$	46,794	$	2,250
State and local		9,004		6,295		(310	)
		77,596		53,089		1,940
Deferred:
Federal		18,456		46,679		42,594
State and local		2,231		5,640		5,147
		20,687		52,319		47,741
Provision for income taxes	$	98,283	$	105,408	$	49,681

        The reconciliation of the amount computed by applying the statutory federal income tax rate to income before income taxes to the provision for income taxes was as follows:

	Year ended December 31,
	2010		2009		2008
	(In thousands)
Income taxes computed at statutory rate	$	90,980	$	97,650	$	46,537
Differences resulting from:
State and local income taxes, net of federal effect		7,303		7,758		3,144
Provision for income taxes	$	98,283	$	105,408	$	49,681

        Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for income tax

15

HCR Properties, LLC

Notes to Consolidated Financial Statements (Continued)

7. Income Taxes (Continued)

purposes. Significant components of the Company's federal and state deferred tax assets and liabilities were as follows at December 31:

	2010		2009
	(In thousands)
Deferred tax assets:
Depreciable/amortizable assets for tax	$	299,029	$	314,777
Hedge transactions		6,967		4,175
Other		162		2,908
		306,158		321,860
Deferred tax liabilities:
Net investment in direct financing lease		1,229,144		1,214,699
Net deferred tax liabilities	$	922,986	$	892,839

16

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Exhibit 99.2

HCR Properties, LLC Consolidated Financial Statements Contents
HCR Properties, LLC Consolidated Balance Sheets
HCR Properties, LLC Consolidated Statements of Income
HCR Properties, LLC Consolidated Statements of Cash Flows
HCR Properties, LLC Consolidated Statements of Member's Deficit
HCR Properties, LLC Notes to Consolidated Financial Statements

EX-99.3

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Exhibit 99.3

CONSOLIDATED FINANCIAL STATEMENTS

HCR Properties, LLC
For the three months ended March 31, 2011

HCR Properties, LLC

Consolidated Balance Sheets

	March 31, 2011			December 31, 2010
	(Unaudited)			(Note 1)
	(In thousands)
Assets
Current assets:
Restricted cash and cash equivalents	$	6,995		$	7,446
Net investment in direct financing lease		3,140,935			3,133,172
Property		60			60
Other assets		27,478			31,617
Total assets	$	3,175,468		$	3,172,295
Liabilities And Member's Deficit
Current liabilities:
Accrued liabilities	$	8,528		$	8,509
Income taxes payable		150,219			129,574
Net payable to affiliated company		20,761			20,750
Total current liabilities		179,508			158,833
Long-term debt		4,595,942			4,595,942
Deferred income taxes		930,767			922,986
Member's deficit:
Contributed capital		3,812,947			3,812,947
Accumulated distributions		(5,238,436	)		(5,166,498	)
Retained earnings		456,209			411,954
Accumulated other comprehensive loss		—			(2,368	)
		(969,280	)		(943,965	)
Less subscription receivable		(1,561,469	)		(1,561,501	)
Total member's deficit		(2,530,749	)		(2,505,466	)
Total liabilities and member's deficit	$	3,175,468		$	3,172,295

See accompanying notes.

1

HCR Properties, LLC

Consolidated Statements of Income

(Unaudited)

	Three months ended March 31,
	2011			2010
	(In thousands)
Revenues	$	—		$	—
Expenses:
Operating		37			—
Management fees		388			388
		425			388
Loss before other income (expenses) and income taxes		(425	)		(388	)
Other income (expenses):
Interest expense		(39,609	)		(37,541	)
Unrealized derivative loss		(154	)		(7,817	)
Interest income		111,341			110,375
Total other income, net		71,578			65,017
Income before income taxes		71,153			64,629
Income taxes		26,898			24,434
Net income	$	44,255		$	40,195

See accompanying notes.

2

HCR Properties, LLC

Consolidated Statements of Cash Flows

(Unaudited)

	Three months ended March 31,
	2011			2010
	(In thousands)
Operating Activities
Net income	$	44,255		$	40,195
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred finance fee and derivative amortization		7,881			6,150
Interest earned in excess of cash receipts		(7,731	)		(9,782	)
Unrealized derivative loss		154			7,817
Provision for deferred income taxes		6,253			7,173
Changes in liabilities		20,664			17,250
Total adjustments		27,221			28,608
Net cash provided by operating activities		71,476			68,803
Investing Activity
Net change in restricted cash and cash equivalents		451			(778	)
Net cash provided by (used in) investing activity		451			(778	)
Financing Activities
Change in net payable to affiliated company		11			1,236
Distributions to Manor Care, Inc.		(71,938	)		(69,261	)
Net cash used in financing activities		(71,927	)		(68,025	)
Net change in unrestricted cash and cash equivalents		—			—
Unrestricted cash and cash equivalents at beginning of period		—			—
Unrestricted cash and cash equivalents at end of period	$	—		$	—

See accompanying notes.

3

HCR Properties, LLC

Notes to Consolidated Financial Statements

1. Accounting Policies

Nature of Operations

        HCR Properties, LLC and subsidiaries (the Company) lease certain property and equipment of 331 skilled nursing and assisted living centers to a related party, HCR III Healthcare, LLC. The centers are located in 30 states, with 63 percent located in Florida, Illinois, Michigan, Ohio and Pennsylvania.

Principles of Consolidation and Basis of Presentation

        The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management of the Company, all adjustments considered necessary for a fair presentation have been included and are of a normal and recurring nature. Operating results for the three months ended March 31, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011. These consolidated financial statements should be read in conjunction with the Company's consolidated financial statements and footnotes for the years ended December 31, 2010, 2009, and 2008.

        The consolidated balance sheet as of December 31, 2010 has been derived from audited consolidated financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements.

        The consolidated financial statements include the accounts of HCR Properties, LLC and its wholly-owned subsidiaries. HCR Properties, LLC is a wholly-owned subsidiary of Manor Care, Inc.

Related-Party Transactions

        HCR III Healthcare, LLC is an indirect, wholly-owned subsidiary of HCR Healthcare, LLC and Manor Care, Inc. Certain of the consolidated subsidiaries of HCR Properties, LLC hold the title to the property and equipment of the skilled nursing and assisted living facilities. HCR III Healthcare, LLC (also referred to as Master Tenant) leases the property from certain subsidiaries of HCR Properties, LLC and conducts the operations of the business. The lease is accounted for as a direct financing lease. HCR Properties, LLC distributes the residual lease payments to Manor Care, Inc., which represents the portion of the lease payments received from HCR III Healthcare, LLC which are not used by subsidiaries of HCR Properties, LLC to make payments with respect to their loan agreements.

Comprehensive Income

        Comprehensive income represents the sum of net income plus other comprehensive income. Comprehensive income was $46.6 million and $40.9 million for the three months ended March 31, 2011 and 2010, respectively. The other comprehensive income represented the unrealized loss on hedging derivatives and the reclassification adjustment for losses recognized in earnings.

Subsequent Events

        The Company has evaluated subsequent events through April 7, 2011, the date the equity interests of the Company were sold.

4

HCR Properties, LLC

Notes to Consolidated Financial Statements (Continued)

2. Debt

        Fair Value.    At March 31, 2011, the carrying value and fair value of the Company's debt was $4.6 billion and $4.4 billion, respectively. The fair value of the Company's variable-rate debt was calculated using cash flows based upon the variable interest rate in effect at March 31, 2011 discounted at a current replacement spread over LIBOR based on current market conditions.

        Other Information.    The commercial mortgage-backed securities (CMBS) and Mezzanine debt are not obligations of HCR Healthcare, LLC or HCR III Healthcare, LLC. HCR Properties, LLC and its subsidiaries' assets and credit are not available to satisfy the debts and other obligations of any of their affiliates or any other person. HCR III Healthcare, LLC and its subsidiaries' assets and credit are not available to satisfy the debts and other obligations of any of their affiliates or any other person.

3. Derivative Financial Instruments and Hedging Activities

        Risk Management Objective of Using Derivatives.    The Company is exposed to certain risk arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company's derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company's known or expected cash receipts and its known or expected cash payments principally related to the Company's borrowings. As of March 31, 2011 and December 31, 2010, no derivatives were designated as fair value hedges or hedges of net investments in foreign operations. Additionally, the Company does not use derivatives for trading or speculative purposes.

        Cash Flow Hedges of Interest Rate Risk.    The Company's objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company uses interest rate caps as part of its interest rate risk management strategy. Interest rate caps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium.

        The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in other comprehensive income (OCI) and is subsequently reclassified from accumulated other comprehensive income (AOCI) into earnings in the period that the hedged forecasted transaction affects earnings. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. Amounts reported in AOCI related to derivatives will be reclassified to interest expense as interest payments are made on the Company's variable-rate debt.

        During December 2007, the Company entered into 24 interest rate caps, which expire in January 2012, to hedge the variable cash flows associated with the CMBS and Mezzanine variable-rate debt of $4.6 billion for an up-front premium of $36.9 million. These transactions were executed in conjunction with interest rate floor transactions executed by HCR Healthcare, LLC. During the first quarter of 2009, the Company modified certain interest rate caps to reduce the strike rate on $2.5 billion of the total outstanding notional amount for an up-front premium of $14.2 million. As a result of these

5

HCR Properties, LLC

Notes to Consolidated Financial Statements (Continued)

3. Derivative Financial Instruments and Hedging Activities (Continued)

modifications, the Company discontinued prospectively the hedge accounting on 16 of its interest rate caps for $3.57 billion of the notional amount, as this portion no longer met the strict hedge accounting requirements. The Company continued to report the net loss at the time of the modification related to the discontinued cash flow hedges in AOCI and was reclassifying these losses into earnings during the original contractual terms of the derivative agreements as the hedged forecasted transactions were expected to occur.

        During December 2010, the Company signed an agreement to sell its equity interests, as discussed in Note 5. The Company intended to repay its CMBS and Mezzanine variable-rate debt and terminate its interest rate caps contemporaneous with this transaction. As a result of the anticipated sale, the Company discontinued prospectively the hedge accounting on its remaining eight interest rate caps with a notional amount of $1.03 billion in December 2010 as the hedged transactions were no longer probable to occur. As of March 31, 2011 and December 31, 2010, the Company had no derivatives qualifying as cash flow hedges of interest rate risk. All prospective changes in the fair value of outstanding derivatives are recorded directly to earnings.

        During December 2010, the Company reclassified $14.7 million of losses from AOCI to earnings as a missed forecast. The missed forecast represented those losses related to estimated hedged transactions that were expected to occur after March 31, 2011. The losses were required to be recognized in earnings as these hedged transactions were deemed probable not to occur as originally forecasted. During the first quarter of 2011, the Company reclassified the remaining $3.9 million of losses from AOCI to earnings as an increase to interest expense.

        Non-Designated Hedges.    Derivatives not designated as hedges are not speculative and are used to manage the Company's exposure to interest rate movements and other identified risks but do not meet the strict hedge accounting requirements. The Company uses interest rate caps as part of its interest rate risk management strategy. Interest rate caps involve the receipt of variable-rate amounts from a counterparty if interest rates rise above the strike rate on the contract. Changes in the fair value are recorded directly in earnings. As of March 31, 2011 and December 31, 2010, the Company had 24 interest rate caps for a notional amount of $4.6 billion that were not designated as hedges in qualifying hedging relationships.

        Balance Sheet Classification.    The fair value of the Company's derivative financial instruments and their classification on the consolidated balance sheets was as follows:

		Fair Value
Asset Derivatives	Balance Sheet Location	March 31, 2011		December 31, 2010
		(Unaudited)		(Note 1)
		(In thousands)
Non-designated hedges
Interest Rate Caps	Other assets	$	5	$	159

6

HCR Properties, LLC

Notes to Consolidated Financial Statements (Continued)

3. Derivative Financial Instruments and Hedging Activities (Continued)

        Income Statement Effect.    The effect of the Company's derivative financial instruments on the consolidated statements of income was as follows:

Derivatives Designated as Cash Flow Hedges

        Interest Rate Caps:

		Three months ended March 31,
Amount of gain/credit or (loss/expense)	Location	2011			2010
		(Unaudited)
		(In thousands)
Recognized in OCI (effective portion)	OCI	$	—		$	(938	)
Reclassified from AOCI into income (effective portion)	Interest expense		(3,896	)		(2,166	)
Recognized in income (ineffective portion and amount excluded from effectiveness testing)	Unrealized derivative loss		—			(4	)

Derivatives Not Designated as Hedging Instruments

		Three months ended March 31,
Amount of gain (loss) recognized in income	Location	2011			2010
		(Unaudited)
		(In thousands)
Interest Rate Caps	Unrealized derivative loss	$	(154	)	$	(7,813	)

4. Fair Value Measurements

        The Company measures certain financial assets and liabilities at fair value on a recurring basis. Fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The following three-tier hierarchy prioritizes the inputs used in measuring fair value:

Level 1:	Observable inputs such as quoted prices in active markets;
Level 2:	Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and
Level 3:	Unobservable inputs for which there is little or no market data, which requires the Company to develop assumptions.

7

HCR Properties, LLC

Notes to Consolidated Financial Statements (Continued)

4. Fair Value Measurements (Continued)

        The fair value of the Company's financial assets was determined using the following inputs:

	Fair Value at March 31, 2011 (Unaudited)
	Level 1		Level 2		Level 3
	(In thousands)
Assets:
Restricted cash and cash equivalents	$	6,995	$	—	$	—
Derivative asset for interest rate caps		—		5		—
Total assets	$	6,995	$	5	$	—

	Fair Value at December 31, 2010 (Note 1)
	Level 1		Level 2		Level 3
	(In thousands)
Assets:
Restricted cash and cash equivalents	$	7,446	$	—	$	—
Derivative asset for interest rate caps		—		159		—
Total assets	$	7,446	$	159	$	—

        There were no transfers between Level 1 and Level 2 during the three months ended March 31, 2011 or the year ended December 31, 2010. There were no assets or liabilities classified in Level 3 during the three months ended March 31, 2011 or the year ended December 31, 2010.

        The valuation of interest rate caps was determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflected the contractual terms of the derivatives, including the period to maturity, and used observable market-based inputs, including interest rate curves and implied volatilities. The Company incorporated credit valuation adjustments to appropriately reflect the respective counterparty's nonperformance risk in the fair value measurements. Although the Company determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by its counterparties. However, as of March 31, 2011 and December 31, 2010, the Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and determined that the credit valuation adjustments were not significant to the overall valuation of its derivatives. As a result, the Company determined that its derivative valuations in their entirety were classified in Level 2 of the fair value hierarchy.

5. Subsequent Event

        During December 2010, the Company and its ultimate parent, HCR ManorCare, Inc., signed an agreement to sell the real estate of substantially all of its skilled nursing and assisted living facilities for $6.1 billion to HCP, Inc. The transaction was structured as a sale of the equity interests of the Company, which closed in April 2011. At closing, the CMBS and Mezzanine variable-rate debt of $4.6 billion was repaid, which resulted in the write off of $27.5 million of unamortized deferred financing fees. The interest rate caps were also terminated for an immaterial amount. HCR III Healthcare, LLC continues to operate these facilities pursuant to a long-term triple-net master lease with subsidiaries of HCP, Inc.

8

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Exhibit 99.3

HCR Properties, LLC Consolidated Balance Sheets
HCR Properties, LLC Consolidated Statements of Income (Unaudited)
HCR Properties, LLC Consolidated Statements of Cash Flows (Unaudited)
HCR Properties, LLC Notes to Consolidated Financial Statements

EX-99.4

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Exhibit 99.4

HCP, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENT
FOR THE YEAR ENDED DECEMBER 31, 2011

	Page
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2011		3
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statement		4

1

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENT

        On April 7, 2011, the Company completed its acquisition of substantially all of the real estate assets of HCR ManorCare, Inc. ("HCR ManorCare"), for a purchase price of $6 billion. The purchase price consisted of the following: (i) $4 billion in cash consideration; and (ii) $2 billion representing the fair value of the Company's former HCR ManorCare debt investments that were settled as part of this acquisition. Through this transaction, the Company acquired 334 HCR ManorCare post-acute, skilled nursing and assisted living facilities. A wholly-owned subsidiary of HCR ManorCare will continue to operate the assets pursuant to a long-term triple-net master lease agreement supported by a guaranty from HCR ManorCare. Additionally, the Company exercised its option to purchase an interest in the operations of HCR ManorCare (HCRMC Operations, LLC) for $95 million that represented a 9.9% equity interest at closing.

        The accompanying unaudited pro forma condensed consolidated financial statement presented below has been prepared based on certain pro forma adjustments to the historical consolidated financial statements of HCP, Inc. ("HCP") for the year ended December 31, 2011 and HCR Properties LLC ("HCR PropCo") for the three months ended March 31, 2011. The historical financial information of HCP was derived from its consolidated financial statements that are included in its Annual Report on Form 10-K for the year ended December 31, 2011, as amended by Exhibit 99.1 to its Current Report on Form 8-K filed on July 24, 2012. The historical financial information of HCR PropCo was derived from its consolidated financial statements for the three months ended March 31, 2011 that are included as Exhibit 99.3 to HCP's Current Report on Form 8-K filed July 24, 2012.

        The accompanying unaudited pro forma condensed consolidated statement of operations gives effect to the acquisition of HCR PropCo by HCP and the purchase of an interest in the operations of HCR ManorCare (the "Acquisitions"). The unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2011 has been prepared as if the Acquisitions had occurred as of January 1, 2011. Such statement also reflects the incurrence of debt and gives effect to certain capital transactions undertaken by HCP in order to finance the Acquisitions.

        In the opinion of HCP's management, the pro forma condensed consolidated statement of operations includes all significant necessary adjustments that can be factually supported to reflect the effects of the Acquisitions. The unaudited pro forma condensed consolidated financial statement is provided for informational purposes only. The unaudited pro forma condensed consolidated statement of operations is not necessarily and should not be assumed to be an indication of the results that would have been achieved had the transactions been completed as of the dates indicated or that may be achieved in the future.

2

HCP, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2011

	HCP Historical			HCR MC PropCo Historical(A)			HCR MC PropCo Pro Forma Adjustments(A)				HCP Pro Forma
	(in thousands, except per share data)
Revenues and other income:
Rental and related revenues	$	1,015,280		$	—		$	—			$	1,015,280
Tenant recoveries		92,258			—			—				92,258
Resident fees and services		50,619			—			—				50,619
Income from direct financing leases		464,704			111,341			38,221		(B)		614,266
Interest income		99,864			—			(54,303	)	(C)		45,561
Investment management fee income		2,073			—			—				2,073
Total revenues		1,724,798			111,341			(16,082	)			1,820,057
Costs and expenses:
Depreciation and amortization		356,623			—			—				356,623
Interest expense		419,337			39,609			(31,687	)	(D)		427,259
Operating		220,169			425			(376	)	(E)		220,218
General and administrative		96,150			—			—				96,150
Litigation provision		125,000			—			—				125,000
Impairments		15,400			—			—				15,400
Total costs and expenses		1,232,679			40,034			(32,063	)			1,240,650
Other income (expense), net		12,335			(154	)		154				12,335
Income before income taxes and equity income from investments in unconsolidated joint ventures		504,454			71,153			16,135				591,742
Income taxes		(1,249	)		(26,898	)		26,898		(F)		(1,249	)
Equity income from unconsolidated joint ventures		46,750			—			17,732		(G)		64,482
Income from continuing operations		549,955			44,255			60,765				654,975
Noncontrolling interests' share of earnings		(15,603	)		—			—				(15,603	)
Income from continuing operations attributable to HCP, Inc.		534,352			44,255			60,765				639,372
Preferred stock dividends		(21,130	)		—			—				(21,130	)
Participating securities' share in earnings		(2,459	)		—			—				(2,459	)
Income from continuing operations applicable to common shares	$	510,763		$	44,255		$	60,765			$	615,783
Income from continuing operations per common share—basic(H)	$	1.28									$	1.52
Income from continuing operations per common share—diluted(H)	$	1.28									$	1.51
Weighted average shares used to calculate income per common share:
Basic(H)		398,446						7,068		(I)		405,514
Diluted(H)		400,218						7,068		(I)		407,286

The accompanying notes are an integral part of this
unaudited pro forma condensed consolidated financial statement.

3

HCP, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL STATEMENT

        The unaudited pro forma condensed consolidated financial statement should be read in conjunction with the respective historical financial statements and the notes thereto of HCP as of and for the year ended December 31, 2011 and HCR PropCo as of and for the three months ended March 31, 2011 that are incorporated herein by reference.

(A)

The historical financial statements of HCR PropCo for the three months ended March 31, 2011 have been presented based on the financial statement classification utilized by HCP. The historical financial statements of HCR PropCo have been adjusted for the year ended December 31, 2011 and presented in the pro forma results for HCP as if the Acquisitions were completed as of January 1, 2011 . The results of operations of HCR PropCo have been included in HCP's consolidated financial statements from the acquisition date, April 7, 2011.

(B)

Adjustments to income from DFLs follow (in thousands):

Eliminate HCR PropCo historical income from DFLs	$	(111,341	)
Pro forma amortization of unearned income from DFLs under the effective interest method		149,562
	$	38,221

The Company's joint venture interest in HCRMC Operations, LLC is accounted for using the equity method and results in an ongoing reduction of DFL income, proportional to HCP's ownership in HCRMC Operations, LLC.

(C)

Represents the elimination of interest earned on HCR ManorCare debt (held as loan investments by HCP) that was settled at closing. The settlement of these loan receivables resulted in a gain of $23 million that is included in interest income. As this non-recurring gain is directly attributable to the Aquisitions, its impact on HCP's results of operations for the year ended December 31, 2011 was excluded from the pro forma condensed consolidated statement of operations.

(D)

Adjustments to interest expense follow (in thousands):

Eliminate HCR PropCo's historical interest expense	$	(39,609	)
Interest expense and related amortization of issuance costs and fees associated with borrowings used to finance the Acquisitions		7,922
	$	(31,687	)

In January 2011, HCP issued an aggregate $2.4 billion of senior unsecured notes, including $400 million aggregate principal amount of 2.700% senior notes due 2014, $500 million aggregate principal amount of 3.750% senior notes due 2016, $1.2 billion aggregate principal amount of 5.375% senior notes due 2021, and $300 million aggregate principal amount of 6.750% senior notes due 2041. All of HCR PropCo's long-term debt, including HCP's aggregate investments in HCR PropCo debt with an aggregate face amount of $2.1 billion, was settled or repaid at closing.

4

HCP, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL STATEMENT (Continued)

(E)

Adjustments to operating expenses follow (in thousands):

Eliminate HCR PropCo's historical operating expenses	$	(425	)
Recognize the amortization of acquired ground lease intangibles		49
	$	(376	)

For intangible assets associated with the value of in-place ground leases, a weighted-average remaining lease term of approximately 88 years was used to compute amortization expense. The Company computes amortization using the straight-line method over the remaining lease term of the related lease.

(F)

At the closing of the Acquisitions, 100% of the real estate of HCR PropCo was acquired by a REIT subsidiary of HCP; accordingly, assuming the Acquisitions were effective January 1, 2011, substantially all of the amounts of the income tax expense would then be eliminated.

(G)

The Company's joint venture interest in HCRMC Operations, LLC is accounted for using the equity method and results in an ongoing reduction of DFL income, proportional to HCP's ownership in HCRMC Operations, LLC. Further, the Company's share of earnings from HCRMC Operations, LLC (equity income) increases for the corresponding reduction of related lease expense recognized at the HCRMC Operations, LLC level.

(H)

The calculations of basic and diluted income from continuing operations applicable to common stock per share follow (in thousands, except per share data):

	HCP Historical			HCP Pro Forma
Income from continuing operations	$	549,955		$	654,975
Noncontrolling interests' share of earnings		(15,603	)		(15,603	)
Income from continuing operations attributable to HCP, Inc.	$	534,352		$	639,372
Preferred stock dividends		(21,130	)		(21,130	)
Participating securities' share in earnings		(2,459	)		(2,459	)
Income from continuing operations applicable to common shares	$	510,763		$	615,783
Weighted average shares used to calculate income per common share—Basic		398,446			405,514
Incremental weighted average effect of potentially dilutive instruments		1,772			1,772
Adjusted weighted average shares used to calculate income per common share—Diluted		400,218			407,286
Income from continuing operations per common share—Basic	$	1.28		$	1.52
Income from continuing operations per common share—Diluted	$	1.28		$	1.51

(I)

The historical weighted-average shares of HCP for the year ended December 31, 2011 has been adjusted for the impact of the March 2011 issuance of 30 million shares of HCP common stock (excludes 4.5 million related to the underwriter's overallotment option), as if the issuance had occurred as of January 1, 2011 as such shares were issued in order to finance the Acquisitions.

5

QuickLinks

Exhibit 99.4

HCP, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENT FOR THE YEAR ENDED DECEMBER 31, 2011
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENT
HCP, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 2011
HCP, INC. NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENT

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Other Real Estate Property Investments (Tables)

12 Months Ended

Dec. 31, 2011

Other Real Estate Property Investments

Schedule of real estate acquisitions

  A summary of acquisitions for the year ended December 31, 2011 follows (in thousands):

	Consideration						Assets Acquired
Acquisitions	Cash Paid		Debt Assumed		Noncontrolling Interest		Real Estate		Net Intangibles
Life science	$	84,087	$	57,869	$	—	$	133,210	$	8,746
Medical office		29,743		—		1,500		26,191		5,052
	$	113,830	$	57,869	$	1,500	$	159,401	$	13,798

        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
Life science		40,563		—			7,341		190		43,017		5,077
Medical office		27,463		33,503	(1)		1,926		735		57,390		6,237
	$	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.

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Supplemental Cash Flow Information (Tables)

12 Months Ended

Dec. 31, 2011

Supplemental Cash Flow Information

Supplemental Cash Flow Information

	Year Ended December 31,
	2011			2010			2009
	(in thousands)
Supplemental cash flow information:
Interest paid, net of capitalized interest	$	348,455		$	282,750		$	291,936
Taxes paid		1,710			1,765			2,280
Capitalized interest		26,402			21,664			25,917
Supplemental schedule of non-cash investing activities:
Loan received upon real estate disposition		—			21,519			1,001
Accrued construction costs		11,525			3,558			3,253
Settlement of loans receivable as consideration for the HCR ManorCare Acquisition		1,990,406			—			—
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
Vesting of restricted stock units		228			276			194
Cancellation of restricted stock		35			52			53
Conversion of non-managing member units into common stock		3,456			6,135			23,045
Non-managing member units issued in connection with acquisitions		—			9,267			—
Mortgages included in the consolidation of HCP Ventures II		635,182			—			—
Mortgages assumed with real estate acquisitions		57,869			30,299			—
Unrealized gains (losses), net on available for sale securities and derivatives designated as cash flow hedges		(9,763	)		(59	)		82,995

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Equity (Tables)

12 Months Ended

Dec. 31, 2011

Equity

Schedule of cumulative redeemable preferred stock outstanding

Series	Shares Outstanding		Issue Price		Dividend Rate
Series E		4,000,000	$	25/share		7.25	%
Series F		7,820,000	$	25/share		7.10	%

Schedule of Company's annual preferred stock dividends per share

	Series E						Series F
	December 31,						December 31,
	2011		2010		2009		2011		2010		2009
	(unaudited)
Ordinary dividends	$	1.4335	$	1.6695	$	1.2572	$	1.4038	$	1.6350	$	1.2312
Capital gain dividends		0.3790		0.1430		0.5553		0.3712		0.1400		0.5438
	$	1.8125	$	1.8125	$	1.8125	$	1.7750	$	1.7750	$	1.7750

Schedule of Company's annual common stock dividends per share

	Year Ended December 31,
	2011		2010		2009
	(unaudited)
Ordinary dividends	$	0.9259	$	1.0935	$	1.2763
Capital gain dividends		0.2448		0.0937		0.5637
Nondividend distributions		0.7493		0.6728		—
	$	1.9200	$	1.8600	$	1.8400

Schedule of company's common stock issuances

	Year Ended December 31,
	2011		2010
	(shares in thousands)
Dividend Reinvestment and Stock Purchase Plan ("DRIP")		1,910		1,338
Conversion of DownREIT units		80		167
Exercise of stock options		1,157		253
Restricted stock awards(1)		—		224
Vesting of restricted stock units(1)		228		276

(1)

Issued under the Company's 2006 Performance Incentive Plan.

Schedule of accumulated other comprehensive income (loss)

	December 31,
	2011			2010
	(in thousands)
AOCI—unrealized losses on cash flow hedges, net	$	(15,712	)	$	(10,312	)
Supplemental Executive Retirement Plan minimum liability		(2,794	)		(2,299	)
Cumulative foreign currency translation adjustment		(1,076	)		(626	)
Total accumulated other comprehensive loss	$	(19,582	)	$	(13,237	)

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Other Assets (Details) (USD $)	1 Months Ended	12 Months Ended		12 Months Ended
	Jun. 30, 2011	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2010 Debt securities	Dec. 31, 2010 Equity securities
Marketable securities:
Proceeds from sale of marketable debt securities				$ 174,200,000	$ 4,800,000
Realized gains on marketable debt securities sold				13,400,000	1,100,000
Other assets, details:
Straight-line rent assets, net of allowance of $34,457 and $35,190, respectively		266,620,000	206,862,000
Allowance on straight-line rent assets		34,457,000	35,190,000
Leasing costs, net		92,288,000	86,676,000
Deferred debt issuance costs, net		35,649,000	23,541,000
Goodwill		50,346,000	50,346,000
Marketable equity securities		17,053,000
Other		23,502,000	55,461,000
Total other assets		485,458,000	422,886,000
Other-than-temporary impairment on securities		5,400,000
Purchase of equity marketable securities	$ 22,400,000

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Variable Interest Entities (Tables)

12 Months Ended

Dec. 31, 2011

Variable Interest Entities

Variable Interest Entities

VIE Type	Maximum Loss Exposure(1)		Asset/Liability Type	Carrying Amount
VIE tenants—operating leases	$	342,057	Lease intangibles, net and straight-line rent receivables	$	15,164
VIE tenants—DFLs		1,161,614	Net investment in DFLs		592,198
Loan—senior secured		75,650	Loans receivable, net		75,650

(1)

The Company's maximum loss exposure related to the VIE tenants represents the future minimum lease payments over the remaining term of the respective leases, which may be mitigated by re-leasing the properties to new tenants. The Company's maximum loss exposure related to its loan to the VIE represents its current aggregate carrying amount.

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Segment Disclosures (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2010	Sep. 30, 2010	Jun. 30, 2010	Mar. 31, 2010	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Reconciliation from NOI to reported net income
Net operating income from continuing operations									$ 1,402,692	$ 877,842	$ 833,429
Interest income									99,864	160,163	124,146
Investment management fee income									2,073	4,666	5,312
Depreciation and amortization									(356,623)	(311,008)	(315,736)
Interest expense									(419,337)	(288,538)	(298,600)
General and administrative									(96,150)	(83,046)	(77,899)
Litigation settlement and provision									(125,000)		(101,973)
(Impairments) recoveries									(15,400)	11,900	(75,389)
Other income, net									12,335	15,818	7,768
Income taxes									(1,249)	(412)	(1,910)
Equity income from unconsolidated joint ventures									46,750	4,770	3,511
Impairments of investments in unconsolidated joint ventures										(71,693)
Total discontinued operations	3,522	340	336	341	16,422	5,078	1,227	1,206	4,539	23,933	43,492
Net income									$ 554,494	$ 344,395	$ 146,151

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Debt (Tables)

12 Months Ended

Dec. 31, 2011

Debt Instrument

Summary of stated debt maturities and scheduled principal repayments

Year	Line of Credit		Senior Unsecured Notes			Mortgage Debt			Total(1)
2012	$	—	$	250,000		$	66,761		$	316,761
2013		—		550,000			367,374			917,374
2014		—		487,000			183,758			670,758
2015		454,000		400,000			302,102			1,156,102
2016		—		900,000			285,586			1,185,586
Thereafter		—		2,850,000			572,687			3,422,687
		454,000		5,437,000			1,778,268			7,669,268
(Discounts) and premiums, net		—		(20,937	)		(13,697	)		(34,634	)
	$	454,000	$	5,416,063		$	1,764,571		$	7,634,634

(1)

Excludes $88 million of other debt that represents non-interest bearing Life Care Bonds and occupancy fee deposits at certain of the Company's senior housing facilities, which have no scheduled maturities.

Senior Unsecured Notes

Debt Instrument

Summary of debt outstanding and weighted average interest rate

Maturity	Principal Amount			Weighted Average Interest Rate
2012	$	250,000			6.67	%
2013		550,000			5.81
2014		487,000			3.28
2015		400,000			6.64
2016		900,000			5.07
2017		750,000			6.04
2018		600,000			6.83
2021		1,200,000			5.53
Thereafter		300,000			6.89
		5,437,000
Discounts, net		(20,937	)
	$	5,416,063

Mortgage Debt

Debt Instrument

Summary of debt outstanding and weighted average interest rate

Maturity	Amount			Weighted Average Interest Rate
2012	$	66,761			4.91	%
2013		367,374			6.04
2014		183,758			5.74
2015		302,102			6.01
2016		285,586			6.92
2017		512,460			6.10
2018		5,747			5.90
2019		1,184			N/A
2020		1,276			N/A
2021		4,242			5.57
Thereafter		47,778			5.18
		1,778,268
Discounts, net		(13,697	)
	$	1,764,571

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Transactions with Related Parties

12 Months Ended

Dec. 31, 2011

Transactions with Related Parties

Transactions with Related Parties

(25) Transactions with Related Parties

        Mr. Klaritch, an executive vice president of the Company, was previously a senior executive and limited liability company member of MedCap Properties, LLC, which was acquired in October 2003 by HCP and a joint venture of which HCP was the managing member. As part of that transaction, MedCap Properties, LLC contributed certain property interests to a newly- formed entity, HCPI/Tennessee LLC, in exchange for DownREIT units. In connection with the transactions, Mr. Klaritch received 113,431 non-managing member units in HCPI/Tennessee, LLC in a distribution of his interest in MedCap Properties, LLC. Each DownREIT unit is redeemable for an amount of cash approximating the then-current market value of two shares of HCP's common stock or, at HCP's option, two shares of HCP's common stock (subject to certain adjustments, such as stock splits, stock dividends and reclassifications). 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.

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Segment Disclosures (Details 3) (USD $)										12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Oct. 05, 2006 CRC	Dec. 31, 2011 Identifiable segment	Dec. 31, 2010 Identifiable segment	Dec. 31, 2011 Senior housing	Dec. 31, 2010 Senior housing	Dec. 31, 2011 Post-acute/skilled nursing	Dec. 31, 2010 Post-acute/skilled nursing	Dec. 31, 2009 Life science	Dec. 31, 2011 Life science	Dec. 31, 2010 Life science	Dec. 31, 2011 Medical office	Dec. 31, 2010 Medical office	Dec. 31, 2011 Hospital	Dec. 31, 2010 Hospital	Dec. 31, 2011 Other non-segment	Dec. 31, 2010 Other non-segment
Reconciliation of assets from segment to consolidated
Gross segment assets				$ 18,536,595,000	$ 13,254,806,000	$ 5,911,352,000	$ 4,342,289,000	$ 5,644,472,000	$ 2,133,640,000		$ 3,886,851,000	$ 3,709,528,000	$ 2,336,302,000	$ 2,299,311,000	$ 757,618,000	$ 770,038,000
Accumulated depreciation and amortization				(1,670,511,000)	(1,427,510,000)
Real estate held for sale, net				4,159,000	20,961,000
Total assets	17,408,475,000	13,331,923,000		16,866,084,000	11,827,296,000												538,232,000	1,483,666,000
Amount paid in merger in excess of the fair value, recorded as goodwill			51,700,000
Goodwill	50,346,000	50,346,000				30,500,000		3,300,000					11,400,000		5,100,000
Impairment charge of goodwill										$ 1,400,000

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Commitments and Contingencies (Details 2) (USD $) In Millions, unless otherwise specified	12 Months Ended				12 Months Ended	9 Months Ended	12 Months Ended			1 Months Ended											12 Months Ended								12 Months Ended
	Dec. 31, 2009	Dec. 31, 2011 Property	Dec. 31, 2010	Sep. 30, 2010 tenant Property	Dec. 31, 2011 Brookdale Senior Living, Inc.	Sep. 30, 2011 Sunrise Property	Dec. 31, 2011 Sunrise Property	Dec. 31, 2009 Senior housing Property	Dec. 31, 2011 Senior housing Brookdale Senior Living, Inc. Property	Oct. 31, 2009 Sunrise Property	Jun. 30, 2009 Sunrise Property	Dec. 31, 2011 Gross Assets Operators HCR ManorCare, Inc.	Dec. 31, 2010 Gross Assets Operators HCR ManorCare, Inc.	Dec. 31, 2011 Gross Assets Operators Brookdale Senior Living, Inc.	Dec. 31, 2010 Gross Assets Operators Brookdale Senior Living, Inc.	Dec. 31, 2011 Gross Assets Operators Emeritus	Dec. 31, 2010 Gross Assets Operators Emeritus	Dec. 31, 2011 Gross Assets Operators Sunrise	Dec. 31, 2010 Gross Assets Operators Sunrise	Dec. 31, 2011 Gross Assets Operators Senior housing HCR ManorCare, Inc.	Dec. 31, 2011 Gross Assets Operators Senior housing Brookdale Senior Living, Inc.	Dec. 31, 2010 Gross Assets Operators Senior housing Brookdale Senior Living, Inc.	Dec. 31, 2011 Gross Assets Operators Senior housing Emeritus	Dec. 31, 2010 Gross Assets Operators Senior housing Emeritus	Dec. 31, 2011 Gross Assets Operators Senior housing Sunrise	Dec. 31, 2010 Gross Assets Operators Senior housing Sunrise	Dec. 31, 2011 Gross Assets Operators Post-acute/skilled nursing HCR ManorCare, Inc.	Dec. 31, 2010 Gross Assets Operators Post-acute/skilled nursing HCR ManorCare, Inc.	Dec. 31, 2011 Revenue Operators HCR ManorCare, Inc.	Dec. 31, 2010 Revenue Operators HCR ManorCare, Inc.	Dec. 31, 2009 Revenue Operators HCR ManorCare, Inc.	Dec. 31, 2011 Revenue Operators Brookdale Senior Living, Inc.	Dec. 31, 2010 Revenue Operators Brookdale Senior Living, Inc.	Dec. 31, 2009 Revenue Operators Brookdale Senior Living, Inc.	Dec. 31, 2011 Revenue Operators Emeritus	Dec. 31, 2010 Revenue Operators Emeritus	Dec. 31, 2009 Revenue Operators Emeritus	Dec. 31, 2011 Revenue Operators Sunrise	Dec. 31, 2010 Revenue Operators Sunrise	Dec. 31, 2009 Revenue Operators Sunrise	Dec. 31, 2011 Revenue Operators Senior housing HCR ManorCare, Inc.	Dec. 31, 2011 Revenue Operators Senior housing Brookdale Senior Living, Inc.	Dec. 31, 2010 Revenue Operators Senior housing Brookdale Senior Living, Inc.	Dec. 31, 2009 Revenue Operators Senior housing Brookdale Senior Living, Inc.	Dec. 31, 2011 Revenue Operators Senior housing Emeritus	Dec. 31, 2010 Revenue Operators Senior housing Emeritus	Dec. 31, 2009 Revenue Operators Senior housing Emeritus	Dec. 31, 2011 Revenue Operators Senior housing Sunrise	Dec. 31, 2010 Revenue Operators Senior housing Sunrise	Dec. 31, 2009 Revenue Operators Senior housing Sunrise	Dec. 31, 2011 Revenue Operators Post-acute/skilled nursing HCR ManorCare, Inc.	Dec. 31, 2010 Revenue Operators Post-acute/skilled nursing HCR ManorCare, Inc.	Dec. 31, 2009 Revenue Operators Post-acute/skilled nursing HCR ManorCare, Inc.
Concentration of Credit Risk
Concentration risk, asset percentage (as a percent)												35.00%	12.00%	5.00%	5.00%	6.00%	8.00%	7.00%	10.00%	14.00%	16.00%	16.00%	18.00%	26.00%	22.00%	30.00%	94.00%	75.00%
Concentration risk, revenue percentage (as a percent)																													27.00%	9.00%	7.00%	7.00%	5.00%	6.00%	7.00%	6.00%	5.00%	6.00%	9.00%	11.00%	10.00%	24.00%	18.00%	20.00%	23.00%	19.00%	16.00%	18.00%	29.00%	38.00%	83.00%	71.00%	51.00%
Facilities leased directly to Sunrise, number						2
Number of facilities formerly managed by Sunrise								15		15
Number of properties managed by Sunrise after the transition to new operators										75
Company's gross real estate assets in California, excluding assets held for sale, as a percentage of total assets		23.00%	26.00%
Impairments recognized for intangible assets	$ 75.5							$ 5.9			$ 6.0
Number of facilities formerly managed by Sunrise that were impaired								12			12
Concentration risk, revenue					$ 47.1		$ 32.6
Number of senior living communities operating in a RIDEA structure		21					27		21
Operator revenues as a percentage of segment revenues							37.00%																																			33.00%
Operator revenues as a percentage of total revenues							11.00%																																			10.00%
Operator assets as a percentage of segment assets																					27.00%
Operator assets as a percentage of total assets																					9.00%
Properties Leased, Number				27
VIE Tenants, Number				4

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Disclosures About Fair Value of Financial Instruments (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2011	Dec. 31, 2010
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Bank line of credit	$ 454,000
Senior unsecured notes	5,416,063	3,318,379
Mortgage debt	1,764,571	1,235,779
Other debt	87,985	92,187
Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Loans receivable, net	110,253	2,002,866
Marketable equity securities	17,053
Bank line of credit	454,000
Senior unsecured notes	5,416,063	3,318,379
Mortgage debt	1,764,571	1,235,779
Other debt	87,985	92,187
Carrying Value | Interest-rate swap contracts
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Derivative assets		3,865
Derivative liabilities	12,123	7,920
Carrying Value | Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Derivative assets	1,334	1,500
Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Loans receivable, net	111,073	2,026,389
Marketable equity securities	17,053
Bank line of credit	454,000
Senior unsecured notes	5,819,304	3,536,413
Mortgage debt	1,870,070	1,258,185
Other debt	87,985	92,187
Fair Value | Interest-rate swap contracts
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Derivative assets		3,865
Derivative liabilities	12,123	7,920
Fair Value | Warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Derivative assets	$ 1,334	$ 1,500

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Disclosures About Fair Value of Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2011

Disclosures About Fair Value of Financial Instruments

Summary of the carrying amounts and fair values of financial instruments

	December 31,
	2011				2010
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(in thousands)
Loans receivable, net	$	110,253	$	111,073	$	2,002,866	$	2,026,389
Marketable equity securities		17,053		17,053		—		—
Warrants		1,334		1,334		1,500		1,500
Bank line of credit		454,000		454,000		—		—
Senior unsecured notes		5,416,063		5,819,304		3,318,379		3,536,413
Mortgage debt		1,764,571		1,870,070		1,235,779		1,258,185
Other debt		87,985		87,985		92,187		92,187
Interest-rate swap assets		—		—		3,865		3,865
Interest-rate swap liabilities		12,123		12,123		7,920		7,920

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Equity (Details) (USD $)	12 Months Ended			1 Months Ended							12 Months Ended			1 Months Ended	12 Months Ended			1 Months Ended	12 Months Ended
	Dec. 31, 2011 LLC	Dec. 31, 2010	Dec. 31, 2009	Jun. 30, 2010 Public offering initiated June 2010	Jun. 30, 2010 Public offering transaction June 2010	Jul. 31, 2010 Public offering transaction July 2010	Nov. 30, 2010 Public offering transaction November 2010	Dec. 31, 2010 Public offering transaction December 2010	Mar. 31, 2011 Public offering completed in March 2011	Jan. 31, 2012 Series E cumulative redeemable preferred stock	Dec. 31, 2011 Series E cumulative redeemable preferred stock	Dec. 31, 2010 Series E cumulative redeemable preferred stock	Dec. 31, 2009 Series E cumulative redeemable preferred stock	Jan. 31, 2012 Series F cumulative redeemable preferred stock	Dec. 31, 2011 Series F cumulative redeemable preferred stock	Dec. 31, 2010 Series F cumulative redeemable preferred stock	Dec. 31, 2009 Series F cumulative redeemable preferred stock	Jan. 31, 2012 Common Stock	Dec. 31, 2011 Common Stock	Dec. 31, 2010 Common Stock	Dec. 31, 2009 Common Stock
Class of Stock
Shares Outstanding (in shares)											4,000,000				7,820,000
Stock issued under new issues (in dollars per share)				$ 33.00			$ 35.25	$ 32.00	$ 36.90		$ 25				$ 25
Dividend Rate (as a percent)											7.25%				7.10%
Ordinary dividends (in dollars per share)											$ 1.4335	$ 1.6695	$ 1.2572		$ 1.4038	$ 1.6350	$ 1.2312		$ 0.9259	$ 1.0935	$ 1.2763
Capital gain dividends (in dollars per share)											$ 0.3790	$ 0.1430	$ 0.5553		$ 0.3712	$ 0.1400	$ 0.5438		$ 0.2448	$ 0.0937	$ 0.5637
Nondividend Distributions (in dollars per share)																			$ 0.7493	$ 0.6728
Total dividends (in dollars per share)											$ 1.8125	$ 1.8125	$ 1.8125		$ 1.7750	$ 1.7750	$ 1.7750		$ 1.9200	$ 1.8600	$ 1.8400
Dividends declared per preferred share (in dollars per share)										$ 0.45313				$ 0.44375
Dividends declared per common share (in dollars per share)	$ 1.92	$ 1.86	$ 1.84															$ 0.50
Issuance of common stock, net	$ 1,302,008,000	$ 2,425,110,000	$ 848,171,000				$ 486,000,000	$ 1,472,000,000	$ 1,273,000,000
Issuance of common stock, net (in shares)				15,500,000	13,500,000	2,025,000	13,800,000	46,000,000	34,500,000
Gross proceeds from issuance of common stock				512,000,000	445,500,000	66,800,000
Proceeds from issuance of common stock				492,000,000			467,000,000	1,413,000,000	1,235,000,000
Company's common stock issuances
Dividend Reinvestment and Stock Purchase Plan ("DRIP") (in shares)	1,910,000	1,338,000
Conversion of DownREIT units (in shares)	80,000	167,000
Exercise of stock options (in shares)	1,157,000	253,000
Restricted stock awards ("RSA") (in shares)		224,000
Vesting of restricted stock units (in shares)	228,000	276,000
Accumulated other comprehensive loss
AOCI-unrealized losses on cash flow hedges, net	(15,712,000)	(10,312,000)
Supplemental Executive Retirement Plan minimum liability	(2,794,000)	(2,299,000)
Cumulative foreign currency translation adjustment	(1,076,000)	(626,000)
Total accumulated other comprehensive loss	(19,582,000)	(13,237,000)
Noncontrolling interests
Non-managing member units outstanding in DownREIT LLCs (in units)	4,200,000
Number of DownREIT LLCs having non-managing member units outstanding	5
Non-managing member unitholders	170,169,000	173,745,000
Non-managing member units outstanding, fair value	$ 244,200,000

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Supplemental Cash Flow Information (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Supplemental cash flow information:
Interest paid, net of capitalized interest	$ 348,455	$ 282,750	$ 291,936
Taxes paid	1,710	1,765	2,280
Capitalized interest	26,402	21,664	25,917
Supplemental schedule of non-cash investing activities:
Loans received upon real estate disposition		21,519	1,001
Accrued construction costs	11,525	3,558	3,253
Settlement of loans receivable as consideration for the HCR ManorCare Acquisition	1,990,406
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
Vesting of restricted stock units	228	276	194
Cancellation of restricted stock	35	52	53
Conversion of non-managing member units into common stock	3,456	6,135	23,045
Non-managing member units issued in connection with acquisitions		9,267
Mortgages included in the consolidation of HCP Ventures II	635,182
Mortgages assumed with real estate acquisitions	57,869	30,299
Unrealized gains (losses), net on available for sale securities and derivatives designated as cash flow hedges	$ (9,763)	$ (59)	$ 82,995

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Compensation Plans (Details) (USD $)	12 Months Ended
	Dec. 31, 2011 Y	Dec. 31, 2010	Dec. 31, 2009	Apr. 23, 2009
Stock option activity
Exercised (in shares)	(1,157,000)	(253,000)
2006 Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award
Maximum number of shares reserved for awards (in shares)				23,200,000
Maximum number of shares available for future awards (in shares)	7,800,000
Maximum number of shares available for future awards to be issued as restricted stock and performance restricted stock unit (in shares)	5,200,000
Total share-based compensation expense recognized	$ 20,200,000	$ 15,100,000	$ 14,600,000
Total unrecognized compensation cost	44,200,000
Total unrecognized compensation cost, period of recognition (in years)	3
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award
Stock options, contractual term (in years)	P10Y
Stock option activity
Outstanding at the beginning of the year (in shares)	7,126,000
Granted (in shares)	710,000
Exercised (in shares)	(1,157,000)
Forfeited (in shares)	(155,000)
Outstanding at the end of the period (in shares)	6,524,000
Exercisable (in shares)	3,239,000
Outstanding at the beginning of the year, Weighted Average Exercise Price (in dollars per share)	$ 27.69
Weighted Average Exercise Price Granted (in dollars per share)	$ 36.96
Weighted Average Exercise Price Exercised (in dollars per share)	$ 26.61
Weighted Average Exercise Price Forfeited (in dollars per share)	$ 33.32
Outstanding at the end of the period, Weighted Average Exercise Price (in dollars per share)	$ 28.76
Exercisable, Weighted Average Exercise Price (in dollars per share)	$ 28.60
Outstanding at the beginning of the year, Weighted Average Remaining Contractual Term (in years)	6.7
Outstanding at the end of the period, Weighted Average Remaining Contractual Term (in years)	6.1
Exercisable, Weighted Average Remaining Contractual Term (in years)	4.7
Outstanding at the beginning of the year, Aggregate Intrinsic Value	66,073,000
Outstanding at the end of the period, Aggregate Intrinsic Value	84,169,000
Exercisable, Aggregate Intrinsic Value	$ 42,309,000
Stock Options | Maximum
Share-based Compensation Arrangement by Share-based Payment Award
Stock-based awards, vesting period (in years)	5 years
Stock Options | Minimum
Share-based Compensation Arrangement by Share-based Payment Award
Stock-based awards, vesting period (in years)	4 years

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Variable Interest Entities (Details) (USD $) In Thousands, unless otherwise specified				12 Months Ended
	Sep. 30, 2010 tenant Property	Dec. 31, 2010 Consolidated Variable Interest Entities tenant Property	Dec. 31, 2011 Unconsolidated Variable Interest Entities tenant Property	Dec. 31, 2011 Variable Interest Entity, Not Primary Beneficiary VIE tenants-operating leases	Dec. 31, 2011 Variable Interest Entity, Not Primary Beneficiary VIE tenants-DFLs	Dec. 31, 2011 Variable Interest Entity, Not Primary Beneficiary Loan-senior secured
Company's involvement with VIEs:
Number of senior housing facilities leased	27	27	48
Number of VIE tenants	4	4	7
Maximum Loss Exposure				$ 342,057	$ 1,161,614	$ 75,650
Assets/liability type				Lease intangibles, net and straight-line rent receivables	Net investment in DFLs	Loans receivable, net
Carrying amount				$ 15,164	$ 592,198	$ 75,650

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Segment Disclosures (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2010	Sep. 30, 2010	Jun. 30, 2010	Mar. 31, 2010	Dec. 31, 2011 segment	Dec. 31, 2010	Dec. 31, 2009
Segment reporting information, revenues
Number of reportable segments									5
Rental Revenues									$ 1,158,157	$ 1,038,608	$ 965,232
Income From DFLs									464,704	49,438	51,495
Interest Income									99,864	160,163	124,146
Investment Management Fees									2,073	4,666	5,312
Total revenues	461,456	444,088	488,126	331,128	340,820	316,475	301,315	294,265	1,724,798	1,252,875	1,146,185
NOI									1,402,692	877,842	833,429
Senior housing
Segment reporting information, revenues
Rental Revenues									428,760	331,828	286,010
Income From DFLs									103,896	49,438	51,495
Interest Income									178	364	1,147
Investment Management Fees									70	2,300	2,789
Total revenues									532,904	383,930	341,441
NOI									498,110	352,469	335,980
Post-acute/skilled nursing
Segment reporting information, revenues
Rental Revenues									38,003	37,242	36,585
Income From DFLs									360,808
Interest Income									98,450	121,703	82,704
Total revenues									497,261	158,945	119,289
NOI									398,218	37,042	36,450
Life science
Segment reporting information, revenues
Rental Revenues									288,151	276,762	254,979
Investment Management Fees									4	4	4
Total revenues									288,155	276,766	254,983
NOI									235,355	228,270	207,694
Medical office
Segment reporting information, revenues
Rental Revenues									320,115	309,285	306,297
Investment Management Fees									1,999	2,362	2,519
Total revenues									322,114	311,647	308,816
NOI									192,211	181,400	175,818
Hospital
Segment reporting information, revenues
Rental Revenues									83,128	83,491	81,361
Interest Income									1,236	38,096	40,295
Total revenues									84,364	121,587	121,656
NOI									$ 78,798	$ 78,661	$ 77,487

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Debt (Details) (USD $)	12 Months Ended				1 Months Ended		1 Months Ended			12 Months Ended																				1 Months Ended		12 Months Ended
	Dec. 31, 2011 Property	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2011 Bank Line of Credit	Mar. 31, 2010 Term Loan	Mar. 10, 2010 Term Loan	Sep. 30, 2011 Senior Unsecured Notes	Jan. 31, 2011 Senior Unsecured Notes	Sep. 30, 2010 Senior Unsecured Notes	Dec. 31, 2011 Senior Unsecured Notes Y	Sep. 29, 2011 Senior Unsecured Notes	Jan. 24, 2011 Senior Unsecured Notes Y	Dec. 31, 2011 Senior Unsecured Notes Debt instrument maturing in 2012	Dec. 31, 2011 Senior Unsecured Notes Debt instrument maturing in 2013	Dec. 31, 2011 Senior Unsecured Notes Debt instrument maturing in 2014	Dec. 31, 2011 Senior Unsecured Notes Debt instrument maturing in 2015	Dec. 31, 2011 Senior Unsecured Notes Debt instrument maturing in 2016	Dec. 31, 2011 Senior Unsecured Notes Debt instrument maturing in 2017	Dec. 31, 2011 Senior Unsecured Notes Debt instrument maturing in 2018	Dec. 31, 2011 Senior Unsecured Notes Debt instrument maturing in 2021	Dec. 31, 2011 Senior Unsecured Notes Debt instrument maturing thereafter	Jan. 31, 2011 Senior Unsecured, 2.70% notes due 2014	Jan. 24, 2011 Senior Unsecured, 2.70% notes due 2014	Jan. 31, 2011 Senior Unsecured, 3.75% notes due 2016	Jan. 24, 2011 Senior Unsecured, 3.75% notes due 2016	Jan. 31, 2011 Senior Unsecured, 5.375% notes due 2021	Jan. 24, 2011 Senior Unsecured, 5.375% notes due 2021	Jan. 31, 2011 Senior Unsecured, 6.75% notes due 2041	Jan. 24, 2011 Senior Unsecured, 6.75% notes due 2041	Jan. 31, 2012 Senior Unsecured, 3.75% notes due 2019	Jan. 23, 2012 Senior Unsecured, 3.75% notes due 2019	Dec. 31, 2011 Mortgage and Other Secured Debt Y Facility	Aug. 03, 2009 Mortgage and Other Secured Debt	Dec. 31, 2011 Mortgage and Other Secured Debt Debt instrument maturing in 2012	Dec. 31, 2011 Mortgage and Other Secured Debt Debt instrument maturing in 2013	Dec. 31, 2011 Mortgage and Other Secured Debt Debt instrument maturing in 2014	Dec. 31, 2011 Mortgage and Other Secured Debt Debt instrument maturing in 2015	Dec. 31, 2011 Mortgage and Other Secured Debt Debt instrument maturing in 2016	Dec. 31, 2011 Mortgage and Other Secured Debt Debt instrument maturing in 2017	Dec. 31, 2011 Mortgage and Other Secured Debt Debt instrument maturing in 2018	Dec. 31, 2011 Mortgage and Other Secured Debt Debt instrument maturing in 2019	Dec. 31, 2011 Mortgage and Other Secured Debt Debt instrument maturing in 2020	Dec. 31, 2011 Mortgage and Other Secured Debt Debt instrument maturing in 2021	Dec. 31, 2011 Mortgage and Other Secured Debt Debt instrument maturing thereafter	Dec. 31, 2011 Other Debt Property deposit
Debt Instrument
Line of credit facility, maximum borrowing capacity				$ 1,500,000,000
Length of revolving credit facility extension period (in years)				1 year
Line of credit facility additional aggregate amount				500,000,000
Debt instrument, variable rate basis				LIBOR	LIBOR
Debt instrument, facility fee (as a percent)				0.30%
Debt instrument, basis spread on variable rate (as a percent)				1.50%		2.00%
Debt instrument, effective interest rate (as a percent)										5.70%																						6.12%
Amount outstanding under revolving credit facility	454,000,000			454,000,000
Debt instrument, covenant debt to assets (as a percent)				60.00%
Debt instrument, covenant secured debt to assets (as a percent)				30.00%
Debt instrument, covenant unsecured debt to unencumbered assets (as a percent)				60.00%
Debt instrument, covenant minimum fixed charge coverage ratio				1.5
Debt instrument, covenant net worth				8,000,000,000
Repayments of term loans		200,000,000	320,000,000		200,000,000
Charge of unamortized issuance costs					1,300,000
Debt instrument, interest rate, effective percentage rate range minimum (as a percent)										1.45%																						1.96%
Debt instrument, interest rate, effective percentage rate range maximum (as a percent)										7.07%																						8.78%
Issuance of senior unsecured notes								2,400,000,000														400,000,000		500,000,000		1,200,000,000		300,000,000		450,000,000
Weighted-average maturity (in years)										6.34		10.3																				4.37
Net proceeds from issuance of senior unsecured notes								2,370,000,000																						444,000,000
Repayment of senior unsecured notes							292,000,000		200,000,000
Interest rate on repaid maturing debt (as a percent)									4.88%		4.82%												2.70%		3.75%		5.375%		6.75%		3.75%
2012	316,761,000									250,000,000																						66,761,000
2013	917,374,000									550,000,000																						367,374,000
2014	670,758,000									487,000,000																						183,758,000
2015	1,156,102,000			454,000,000						400,000,000																						302,102,000
2016	1,185,586,000									900,000,000																						285,586,000
Thereafter	3,422,687,000									2,850,000,000																						572,687,000
Debt instrument principal outstanding, total	7,669,268,000									5,437,000,000			250,000,000	550,000,000	487,000,000	400,000,000	900,000,000	750,000,000	600,000,000	1,200,000,000	300,000,000											1,778,268,000	425,000,000	66,761,000	367,374,000	183,758,000	302,102,000	285,586,000	512,460,000	5,747,000	1,184,000	1,276,000	4,242,000	47,778,000
Weighted-Average Interest Rate (as a percent)				2.26%								4.83%	6.67%	5.81%	3.28%	6.64%	5.07%	6.04%	6.83%	5.53%	6.89%													4.91%	6.04%	5.74%	6.01%	6.92%	6.10%	5.90%			5.57%	5.18%
(Discounts) and premiums, net	(34,634,000)									(20,937,000)																						(13,697,000)
Debt instrument, carrying amount	7,634,634,000
Repayments of secured debt	169,783,000	636,096,000	234,080,000
Number of healthcare facilities used to secure debt																																138
Debt instrument, collateral, healthcare facilities carrying value																																2,200,000,000
Portion of other debt and occupancy fee deposits excluded from schedule of debt maturities	87,985,000	92,187,000																																											88,000,000
Number of CCRC issuing life care bonds	2																																												2
Non-interest bearing occupancy fee deposits																																													2
Debt instrument, principal outstanding, refundable upon moving out																																													31,000,000
Debt instrument, principal outstanding, refundable after remarketed																																													57,000,000
Senior unsecured notes	5,416,063,000	3,318,379,000								5,416,063,000
Mortgage debt	1,764,571,000	1,235,779,000																														1,764,571,000
Debt instrument collateral, participation in first mortgage loan, carrying value																																	$ 720,000,000

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Impairments

12 Months Ended

Dec. 31, 2011

Impairments

Impairments

(17) Impairments

        During the year ended December 31, 2011, the Company concluded that its senior secured term loan to an affiliate of Cirrus was impaired and established a provision for losses (impairment) of $15.4 million. The impairment resulted from the Company's conclusion that the carrying value of its loan was in excess of the fair value of the loan's underlying collateral assets. This provision for losses reduced the carrying value of its investment from $91.1 million to its fair value of $75.7 million. The fair value of the Company's loan investment was based on a discounted cash flow valuation model and inputs considered to be a Level 3 measurement within the fair value hierarchy. Inputs to this valuation model include real estate capitalization rates, discount rates, earnings multiples, industry growth rates and operating margins, some of which influence the Company's expectation of future cash flows from the loan and, accordingly, the fair value of its investment.

        On October 12, 2010, the Company concluded that its 35% interest in HCP Ventures II, which owns 25 senior housing properties leased by Horizon Bay Communities or certain of its affiliates (collectively "Horizon Bay"), was impaired. The impairment resulted from the recent and projected deterioration of the operating performance of the properties leased by Horizon Bay from HCP Ventures II. During the year ended December 31, 2010 the Company recognized an impairment of $71.7 million related to its investment in HCP Ventures II, which reduced the carrying value of its investment from $136.8 million to its fair value of $65.1 million. The fair value of the Company's investment in HCP Ventures II was based on a discounted cash flow valuation model that is considered to be a Level 3 measurement within the fair value hierarchy. Inputs to this valuation model include real estate capitalization rates, discount rates, industry growth rates and operating margins, some of which influence the Company's expectation of future cash flows from HCP Ventures II and, accordingly, the fair value of its investment.

        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 land-only 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.

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Future Minimum Rents (Tables)

12 Months Ended

Dec. 31, 2011

Future Minimum Rents

Future minimum lease payments to be received, excluding operating expense reimbursements, from tenants under non-cancelable operating leases

Year	Amount
2012	$	931,190
2013		904,052
2014		851,711
2015		802,147
2016		751,847
Thereafter		3,240,862
	$	7,481,809

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Loans Receivable (Tables)

12 Months Ended

Dec. 31, 2011

Loans Receivable

Schedule of loans receivable

	December 31,
	2011									2010
	Real Estate Secured			Other Secured			Total			Real Estate Secured			Other Secured			Total
Mezzanine	$	—		$	90,148		$	90,148		$	—		$	1,144,485		$	1,144,485
Other		35,643			—			35,643			1,030,454			—			1,030,454
Unamortized discounts, fees and costs		(1,040	)		(1,088	)		(2,128	)		(107,549	)		(61,127	)		(168,676	)
Allowance for loan losses		—			(13,410	)		(13,410	)		—			(3,397	)		(3,397	)
	$	34,603		$	75,650		$	110,253		$	922,905		$	1,079,961		$	2,002,866

Summary of loans receivable secured by real estate

Final Maturity Date	Number of Loans			Payment Terms	Initial Principal Amount		Carrying Amount
					(in thousands)
2013		1		monthly payments of $99,200, accrues interest at 11.50%, and secured by three skilled nursing facilities in Michigan	$	8,492	$	8,223
2014		1		monthly payments of $16,000, accrues interest at 11.00%, and secured by one skilled nursing facility in Montana		1,900		1,523
2015		1		monthly interest-only payments beginning in 2013 and accrues interest at 8.00%, secured by a hospital in Louisiana		15,640		14,600
2016		4	(1)	aggregate monthly interest-only payments of $54,200 secured by four senior housing facilities located in Tennessee, Maryland, Pennsylvania and Texas that accrue interest at 8.25%		—		9,814
2017		1	(1)	monthly interest-only payments of $2,400, accrues interest at 8.25%, and secured by one senior housing facility in New Jersey		—		443
		8			$	26,032	$	34,603

(1)

Represents commitments to fund an aggregate of $101 million for five senior housing development projects.

Schedule of loan loss activity

	Amount
Balance at January 1, 2011	$	3,397
Additions(1)		10,013
Balance at December 31, 2011	$	13,410

(1)

In September 2011 the Company recognized a total provision for losses of $15.4 million related to its Cirrus loan that is discussed above; $10.0 million of this provision reduced the carrying value of the loan and the remaining $5.4 million provision reduced the carrying value of the related accrued interest receivable (accrued interest on loans is presented in other assets; see Note 10 for additional information).

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Commitments and Contingencies (Details 4) (USD $)	12 Months Ended
	Dec. 31, 2011 Property Y	Dec. 31, 2010	Dec. 31, 2009
Leases with purchase options, annualized base rent receivables in next five years and thereafter
Leases with purchase option, annualized base rent receivables in 2012	$ 14,232,000
Leases with purchase option, annualized base rent receivables in 2013	34,759,000
Leases with purchase option, annualized base rent receivables in 2014	36,515,000
Leases with purchase option, annualized base rent receivables in 2015	16,115,000
Leases with purchase option, annualized base rent receivables in 2016	40,203,000
Leases with purchase option, annualized base rent receivables thereafter	94,339,000
Total leases with purchase option, annualized base rent receivables	236,163,000
Number of properties with purchase options, annualized base rent receivables
Number of properties with a purchase option, annualized base rent receivables in 2012	8
Number of properties with a purchase option, annualized base rent receivables in 2013	16
Number of properties with a purchase option, annualized base rent receivables in 2014	15
Number of properties with a purchase option, annualized base rent receivables in 2015	14
Number of properties with a purchase option, annualized base rent receivables in 2016	21
Number of properties with a purchase option, annualized base rent receivables thereafter	57
Total number of properties with a purchase option, annualized base rent receivables	131
Rental Expense
Rental expense attributable to continuing operations	6,200,000	5,900,000	6,000,000
Term of ground leases (in years)	99
Future minimum lease obligations under non-cancelable ground and other operating leases
Future minimum lease obligations under non-cancelable ground and other operating leases, 2012	5,455,000
Future minimum lease obligations under non-cancelable ground and other operating leases, 2013	5,544,000
Future minimum lease obligations under non-cancelable ground and other operating leases, 2014	4,928,000
Future minimum lease obligations under non-cancelable ground and other operating leases, 2015	4,650,000
Future minimum lease obligations under non-cancelable ground and other operating leases, 2016	3,705,000
Future minimum lease obligations under non-cancelable ground and other operating leases, Thereafter	178,430,000
Future minimum lease obligations under non-cancelable ground and other operating leases, Total	$ 202,712,000

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Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2011

Summary of Significant Accounting Policies

Use of Estimates

• Use of Estimates

        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.

Principles of Consolidation

• Principles of Consolidation

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

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

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

Revenue Recognition

• Revenue Recognition

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

• •

  whether the lease stipulates how and on what a tenant improvement allowance may be spent;

  •

  whether the tenant or landlord retains legal title to the improvements at the end of the lease term;

  •

  whether the tenant improvements are unique to the tenant or general-purpose in nature; and

  •

  whether the tenant improvements are expected to have any residual value at the end of the lease term.

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

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

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

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

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

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

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

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

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

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

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

Real Estate

• Real Estate

        The Company's real estate assets, consisting of land, buildings and improvements are recorded at their fair value. The assumed liabilities, acquired tangible assets and identifiable intangibles are also recorded at their fair value. The Company assesses fair value based on 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 property and the respective tenant's lease. Factors considered include estimates of carrying costs during hypothetical expected lease-up periods, market conditions and costs to execute similar leases. In estimating carrying costs, the Company includes estimates of lost rents at estimated market rates during the hypothetical expected lease-up periods, which are dependent on local market conditions and expected trends. In estimating costs to execute similar leases, the Company considers leasing commissions, legal and other related costs.

        The Company capitalizes direct construction and development costs, including predevelopment costs, interest, property taxes, insurance and other costs directly related and essential to the acquisition, development or construction of a real estate asset. The Company capitalizes construction and development costs while substantive activities are ongoing to prepare an asset for its intended use. The Company considers a construction project as substantially complete and held available for occupancy upon the completion of 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. In-place lease intangibles are amortized to expense over the remaining noncancellable lease term and bargain renewal periods, if any.

Impairment of Long-Lived Assets and Goodwill

• Impairment of Long-Lived Assets and Goodwill

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

        Goodwill is tested for impairment at least annually. If it is determined, based on certain qualitative factors, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company applies the second step of the two-step approach. Potential impairment indicators and qualitative factors include a significant decline in real estate valuations, restructuring plans, current macroeconomic conditions, state of the equity and capital markets or a significant decline in the value of the Company's market capitalization. The second step of the two-step approach requires the fair value of a reporting unit to be allocated to all the assets and liabilities of the reporting unit as if it had been acquired in a business combination at the date of the impairment test. The excess fair value of the reporting unit over the fair value of assets and liabilities is the implied value of goodwill and is used to determine the amount of impairment. The Company selected the fourth quarter of each fiscal year to perform its annual impairment test.

Assets Held-for-Sale and Discontinued Operations

• Assets Held-for-Sale and Discontinued Operations

        Certain long-lived assets are classified as held-for-sale and are reported at the lower of their carrying value or their fair value less costs to sell and are no longer depreciated. Discontinued operations is a component of an entity that has either been disposed of or is deemed to be held-for-sale and, (i) the operations and cash flows of the component have been or will be eliminated from ongoing operations as a result of the disposal transaction, and (ii) the entity will not have any significant continuing involvement in the operations of the component after the disposal transaction.

Investments in Unconsolidated Joint Ventures

• Investments in Unconsolidated Joint Ventures

        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.

Share-Based Compensation

• Share-Based Compensation

        Compensation expense for share-based awards granted to employees, including grants of employee stock options, are recognized in the consolidated statements of income based on their grant date fair market value. Compensation expense for awards with graded vesting schedules is generally recognized ratably over the period from the grant date to the date when the award is no longer contingent on the employee providing additional services.

Cash and Cash Equivalents

• Cash and Cash Equivalents

        Cash and cash equivalents consist of cash on hand and short-term investments with maturities of three months or less when purchased.

Restricted Cash

• Restricted Cash

        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.

Derivatives

• Derivatives

        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.

Income Taxes

• Income Taxes

        HCP, Inc. elected REIT status and believes it has always operated so as to continue to qualify as a REIT under Sections 856 to 860 of the Internal Revenue Code of 1986, as amended (the "Code"). Accordingly, HCP, Inc. will not be subject to U.S. federal income tax, provided that it continues to qualify as a REIT and makes distributions to stockholders equal to or in excess of its taxable income. In addition, the Company has formed several consolidated subsidiaries, which have elected REIT status. HCP, Inc. and its consolidated REIT subsidiaries are each subject to the REIT qualification requirements under Sections 856 to 860 of the Code. If any REIT fails to qualify as a REIT in any taxable year, it will be subject to federal income taxes at regular corporate rates and may be ineligible to qualify as a REIT for four subsequent tax years.

        HCP, Inc. and its consolidated REIT subsidiaries are subject to state and local income taxes in some jurisdictions, and in certain circumstances each REIT may also be subject to federal excise taxes on undistributed income. In addition, certain activities that the Company undertakes may be conducted by entities which elect to be treated as taxable REIT subsidiaries ("TRSs"). TRSs are subject to both federal and state income taxes. The Company recognizes tax penalties relating to unrecognized tax benefits as additional income tax expense. Interest relating to unrecognized tax benefits is recognized as interest expense.

Marketable Securities

• Marketable Securities

        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.

Capital Raising Issuance Costs

• Capital Raising Issuance Costs

        Costs incurred in connection with the issuance of common shares are recorded as a reduction of additional paid-in capital. Costs incurred in connection with the issuance of preferred shares are recorded as a reduction of the preferred stock amount. Debt issuance costs are deferred, included in other assets and amortized to interest expense over the remaining term of the related debt utilizing the interest method.

Segment Reporting

• Segment Reporting

        The Company's segments are based on its internal method of reporting which classifies operations by healthcare sector. The Company's business operations include five segments: (i) senior housing, (ii) post-acute/skilled nursing, (iii) life science, (iv) medical office and (v) hospital.

Noncontrolling Interests

• Noncontrolling Interests

        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.

        The Company consolidates non-managing member limited liability companies ("DownREITs") because it exercises control, and noncontrolling interests in these entities are carried at cost. The non-managing member LLC Units ("DownREIT units") are exchangeable for an amount of cash approximating the then-current market value of shares of the Company's common stock or, at the Company's option, shares of the Company's common stock (subject to certain adjustments, such as stock splits and reclassifications). Upon exchange of DownREIT units for the Company's common stock, the carrying amount of the DownREIT units is reclassified to stockholders' equity.

Preferred Stock Redemptions

• Preferred Stock Redemptions

        The Company recognizes the excess of the redemption value of cumulative redeemable preferred stock redeemed over its carrying amount as a charge to earnings.

Life Care Bonds Payable

• Life Care Bonds Payable

        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.

Fair Value Measurement

• Fair Value Measurement

        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:

• •

  Level 1—quoted prices for identical instruments in active markets;

  •

  Level 2—quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and

  •

  Level 3—fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

        The Company measures fair value using a set of standardized procedures that are outlined herein for all assets and liabilities which are required to be measured at fair value. When available, the Company utilizes quoted market prices from an independent third party source to determine fair value and classifies such items in Level 1. In some instances where a market price is available, but the instrument is in an inactive or over-the-counter market, the Company consistently applies the dealer (market maker) pricing estimate and classifies the asset or liability in Level 2.

        If quoted market prices or inputs are not available, fair value measurements are based upon valuation models that utilize current market or independently sourced market inputs, such as interest rates, option volatilities, credit spreads and/or market capitalization rates. Items valued using such internally-generated valuation techniques are classified according to the lowest level input that is significant to the fair value measurement. As a result, the asset or liability could be classified in either Level 2 or Level 3 even though there may be some significant inputs that are readily observable. Internal fair value models and techniques used by the Company include discounted cash flow and Black-Scholes valuation models. The Company also considers its counterparty's and own credit risk on derivatives and other liabilities measured at their fair value. The Company has elected the mid-market pricing expedient when determining fair value.

Earnings per Share

• Earnings per Share

        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.

Recent Accounting Pronouncements

• Recent Accounting Pronouncements

        In April 2011, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2011-02, A Creditor's Determination of Whether a Restructuring Is a Troubled Debt Restructuring ("ASU 2011-02"). The amendments in this update clarify, among other things, the guidance on a creditor's evaluation of whether it has granted a concession and whether a debtor is experiencing financial difficulties. The adoption of ASU 2011-02 on July 1, 2011 did not have an impact on the Company's consolidated financial position or results of operations.

        In May 2011, the FASB issued Accounting Standards Update No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs ("ASU 2011-04"). The amendments in this update result in additional fair value measurement and disclosure requirements within U.S. GAAP and IFRS. Consequently, the amendments change the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. The Company does not expect the adoption of ASU 2011-04 on January 1, 2012 to have an impact on its consolidated financial position or results of operations.

        In June 2011, the FASB issued Accounting Standards Update No. 2011-05, Presentation of Comprehensive Income ("ASU 2011-05"). The amendments require that all non-owner changes in stockholders' equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In the two-statement approach, the first statement should present total net income and its components followed consecutively by a second statement that should present total other comprehensive income, the components of other comprehensive income, and the total of comprehensive income. In December 2011, the FASB deferred portions of this update in its issuance of ASU 2011-12 (see discussion below). The Company has elected the two-statement approach, and the required financial statements are presented herein.

        In September 2011, the FASB issued Accounting Standards Update No. 2011-08, Intangibles—Goodwill and Other (Topic 350): Testing Goodwill for Impairment ("ASU 2011-08"). The amendments in the update permit an entity to first assess qualitative factors when determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount and whether it is necessary to perform the second step of the two-step goodwill impairment test described in Topic 350. The early adoption of ASU 2011-08 on December 31, 2011 did not have an impact on the Company's consolidated financial position or results of operations.

        In December 2011, the FASB issued Accounting Standards Update No. 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 to defer indefinitely the requirement of ASU 2011-05 to present on the face of the financial statements the effects of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income for all periods presented.

Reclassifications

• Reclassifications

        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. As a result of the Company's joint venture with Brookdale Senior Living, Inc. ("Brookdale") in a structure permitted by the Housing and Economic Recovery Act of 2008 (commonly referred to as "RIDEA") on September 1, 2011, facility-level revenues from 21 senior housing communities are presented in "resident fees and services" on the consolidated income statements; all facility-level resident fee and service revenue previously reported in "rental and related revenues" has been reclassified to "resident fees and services" (see Note 12 for additional information regarding the 21 RIDEA facilities).

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2011

Income Taxes

Reconciliation of unrecognized tax benefits

	Amount
Balance at January 1, 2009	$	8,856
Reductions based on prior years' tax positions		(881	)
Additions based on 2009 tax positions		—
Balance at December 31, 2009		7,975
Reductions based on prior years' tax positions		(1,085	)
Additions based on 2010 tax positions		—
Balance at December 31, 2010		6,890
Additions based on prior years' tax positions		1,783
Reductions based on prior years' tax positions		(6,890	)
Additions based on 2011 tax positions		194
Balance at December 31, 2011	$	1,977

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Investments in and Advances to Unconsolidated Joint Ventures (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended		1 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Jan. 31, 2011 HCP Ventures II	Jan. 14, 2011 HCP Ventures II Property
Acquisition
Percentage of interest acquired				65.00%
Number of senior housing facilities				25
Calculation of the HCP Ventures II purchase consideration and total purchase price
Cash paid for HCP Ventures II's partnership interest	$ 113,830	$ 211,952		$ 135,550
Fair value of HCP's 35% interest in HCP Ventures II (carrying value of $65,223 at closing)				72,992
Investments in and advances to unconsolidated joint ventures	224,052	195,847		65,223
Total purchase consideration				208,542
Estimated fees and costs
Legal, accounting and other fees and costs				150
Debt assumption fees				500
Total estimated fees and costs				650
Gain on consolidation of joint venture	7,769		8,000
Assets acquired
Buildings and improvements				683,033
Land				80,180
Cash				2,585
Restricted cash				1,861
Intangible assets				78,293
Total assets acquired				845,952
Liabilities assumed
Mortgage debt	635,182			635,182
Other liabilities				2,228
Total liabilities assumed				637,410
Net assets acquired				$ 208,542

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HCR ManorCare Acquisition (Details) (USD $)	1 Months Ended		9 Months Ended	12 Months Ended
	Apr. 30, 2011	Mar. 31, 2011 D	Dec. 31, 2011	Dec. 31, 2011	Dec. 31, 2010	Apr. 07, 2011 Property state
Total purchase price consideration
Payment of aggregate cash consideration, net of cash acquired			$ 113,830,000	$ 113,830,000	$ 211,952,000
HCP's loan investment in HCR ManorCare's debt settled at fair value			1,990,406,000	1,990,406,000
HCR ManorCare, Inc.
Acquisition
Number of post-acute, skilled nursing and assisted living facilities acquired						334
Number of states where acquired post-acute, skilled nursing and assisted living facilities are located						30
Amount paid for additional equity interest acquired through exercise of option						95,000,000
Percentage of additional interest acquired through exercise of option						9.90%
Total purchase price consideration
Payment of aggregate cash consideration, net of cash acquired						3,801,624,000
HCP's loan investment in HCR ManorCare's debt settled at fair value						1,990,406,000
Assumed HCR ManorCare accrued liabilities at fair value						224,932,000
Total purchase consideration						6,016,962,000
Legal, accounting and other fees and costs						26,839,000
Gain on settlement of loan investments	23,000,000
Cost of transaction classified as general and administrative expense						15,500,000
Cost of transaction classified as interest expense						11,300,000
Assets acquired
Net investments in direct financing leases						6,002,074,000
Cash and cash equivalents						6,996,000
Intangible assets						14,888,000
Total assets acquired						6,023,958,000
Total liabilities assumed						224,932,000
Net assets acquired						5,799,026,000
Length of bridge loan facility term (in days)		365
Bridge loan commitments obtained from a syndicate of banks		3,300,000,000
Charge incurred in interest expense related to write-off of unamortized loan fees associated with bridge loan facility		11,300,000
Total revenues			411,800,000
Net income (loss)			456,800,000
Unaudited pro forma consolidated results of operations
Revenues				1,820,057,000	1,703,568,000
Net income				655,352,000	745,119,000
Net income applicable to HCP, Inc.				$ 639,749,000	$ 731,433,000
Basic earnings per common share (in dollars per share)				$ 1.52	$ 1.86
Diluted earnings per common share (in dollars per share)				$ 1.51	$ 1.85

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Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2011

Commitments and Contingencies

Schedule of Concentration of Credit Risk

	Percentage of Senior Housing Gross Assets				Percentage of Senior Housing Revenues
	December 31,				Year Ended December 31,
Operators	2011		2010		2011		2010		2009
HCR ManorCare(1)		14		—		10		—		—
Brookdale(2)		16		16		24		18		20
Emeritus(3)		18		26		23		19		16
Sunrise(3)(4)		22		30		18		29		38

	Percentage of Post-Acute/Skilled Nursing Gross Assets				Percentage of Post-Acute/Skilled Nursing Revenues
	December 31,				Year Ended December 31,
Operators	2011		2010		2011		2010		2009
HCR ManorCare(1)		94		75		83		71		51

• Total Company Concentrations:

	Percentage of Total Company Gross Assets				Percentage of Total Company Revenues
	December 31,				Year Ended December 31,
Operators	2011		2010		2011		2010		2009
HCR ManorCare(1)		35		12		27		9		7
Brookdale(2)		5		5		7		5		6
Emeritus(3)		6		8		7		6		5
Sunrise(3)(4)		7		10		6		9		11

(1)

On April 7, 2011, the Company completed the acquisition of HCR ManorCare's real estate assets, which included the settlement of the Company's HCR ManorCare debt investments, see Notes 3 and 7 for additional information.

(2)

For the year ended December 31, 2011, Brookdale percentages exclude $47.1 million of senior housing, related to 21 senior housing facilities that Brookdale operates on our behalf under a RIDEA structure. Assuming that these revenues were attributable to Brookdale, the percentage of segment and total revenues for Brookdale would be 33% and 10%, respectively, for the year ended December 31, 2011. Assuming that these assets were attributable to Brookdale, the percentage of segment and total assets for Brookdale would be 27% and 9%, respectively, for the year ended December 31, 2011.

(3)

27 properties formerly operated by Sunrise were transitioned to Emeritus effective November 1, 2010. For the year ended December 31, 2010, Sunrise percentages exclude $32.6 million of revenues for 27 properties due to the consolidation of four VIEs from August 31 2010 to November 1, 2010. Assuming that these revenues were attributable to Sunrise, the percentage of segment and total revenues for Sunrise would be 37% and 11%, respectively, for the year ended December 31, 2010.

(4)

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 the Company's 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.

Summary of annualized lease payments (base rent only) to be received from certain leases containing purchase options, including DFLs, subject to purchase options, in the year that the purchase options are exercisable

Year	Annualized Base Rent		Number of Properties
2012	$	14,232		8
2013		34,759		16
2014		36,515		15
2015		16,115		14
2016		40,203		21
Thereafter		94,339		57
	$	236,163		131

Future minimum lease obligations under non-cancelable ground and other operating leases

Year	Amount
2012	$	5,455
2013		5,544
2014		4,928
2015		4,650
2016		3,705
Thereafter		178,430
	$	202,712

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Business

12 Months Ended

Dec. 31, 2011

Business

Business

(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.

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Other Real Estate Property Investments (Details) (USD $)					12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Oct. 05, 2006	Dec. 31, 2010 Senior housing	Dec. 31, 2011 Life science squarefoot Facility	Dec. 31, 2010 Life science Facility squarefoot	Dec. 31, 2011 Medical office	Dec. 31, 2010 Medical office
Acquisition
Consideration, Cash Paid	$ 113,830,000	$ 211,952,000		$ 143,926,000	$ 84,087,000	$ 40,563,000	$ 29,743,000	$ 27,463,000
Consideration, Debt Assumed	57,869,000	33,503,000			57,869,000			33,503,000
Consideration, DownREIT Units		9,267,000				7,341,000		1,926,000
Consideration, Noncontrolling Interest	1,500,000	925,000				190,000	1,500,000	735,000
Assets Acquired, Real Estate	159,401,000	241,907,000		141,500,000	133,210,000	43,017,000	26,191,000	57,390,000
Assets Acquired, Net Intangibles	13,798,000	13,740,000	35,000,000	2,426,000	8,746,000	5,077,000	5,052,000	6,237,000
Debt assumed, Interest-rate swap liability with a fair value at acquisition								3,200,000
Payments to acquire productive assets					$ 127,000,000	$ 135,000,000
Number of facilities placed into service					2	3
The square footage of facilities placed in service					88,000	329,000

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Investments in and Advances to Unconsolidated Joint Ventures (Tables)

12 Months Ended

Dec. 31, 2011

Investments in and Advances to Unconsolidated Joint Ventures

HCP Ventures II purchase consideration

	January 14, 2011
Cash paid for HCP Ventures II's partnership interest	$	135,550
Fair value of HCP's 35% interest in HCP Ventures II (carrying value of $65,223 at closing)(1)		72,992
Total consideration	$	208,542
Estimated fees and costs
Legal, accounting and other fees and costs(2)	$	150
Debt assumption fees(3)		500
Total	$	650

(1)

The Company recognized a gain of approximately $8 million, included in other income, net, which represents the fair value of the Company's 35% interest in HCP Ventures II in excess of its carrying value on the acquisition date.

(2)

Represents estimated fees and costs that were expensed and included in general and administrative expenses. These charges are directly attributable to the transaction and represent non-recurring costs.

(3)

Represents debt assumption fees that were capitalized as deferred debt costs.

Summary of fair values of the HCP Ventures II assets acquired and liabilities assumed

Assets acquired
Buildings and improvements	$	683,033
Land		80,180
Cash		2,585
Restricted cash		1,861
Intangible assets		78,293
Total assets acquired	$	845,952
Liabilities assumed
Mortgage debt	$	635,182
Other liabilities		2,228
Total liabilities assumed		637,410
Net assets acquired	$	208,542

Company owned interests in entities, accounted under equity method:

Entity(1)	Investments	Investment(2)			Ownership%
HCR ManorCare	post-acute/skilled nursing operations	$	97,763		9.9(3)
HCP Ventures III, LLC	13 medical office buildings ("MOBs")		8,720		30
HCP Ventures IV, LLC	54 MOBs and 4 hospitals		35,272		20
HCP Life Science(4)	4 life science facilities		66,522		50 - 63
Horizon Bay Hyde Park, LLC	1 senior housing development		7,086		72
Suburban Properties, LLC	1 MOB		7,736		67
Advances to unconsolidated joint ventures, net			953
		$	224,052
Edgewood Assisted Living Center, LLC	1 senior housing facility	$	(356	)	45
Seminole Shores Living Center, LLC	1 senior housing facility		(608	)	50
		$	(964	)

(1)

These entities are not consolidated because the Company does not control, through voting rights or other means, the joint ventures. See Note 2 regarding the Company's accounting 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)

Subject to dilution of certain equity awards, the ownership percentage is approximately 9.3%. See discussion of the HCR ManorCare Acquisition in Note 3.

(4)

Includes three unconsolidated joint ventures between the Company and an institutional capital partner for which the Company is the managing member. HCP Life Science includes the following partnerships: (i) Torrey Pines Science Center, LP (50%); (ii) Britannia Biotech Gateway, LP (55%); and (iii) LASDK, LP (63%).

Summarized combined financial information for unconsolidated joint ventures:

	December 31,
	2011(1)		2010(2)
Real estate, net	$	3,806,187	$	1,633,209
Goodwill		3,243,100		—
Other assets, net		2,554,590		131,714
Total assets	$	9,603,877	$	1,764,923
Capital lease obligations and other debt	$	6,373,500	$	—
Mortgage debt		498,243		1,148,839
Accounts payable		1,083,581		32,120
Other partners' capital		1,465,536		415,697
HCP's capital(3)		183,017		168,267
Total liabilities and partners' capital	$	9,603,877	$	1,764,923

(1)

Includes the financial information of HCR ManorCare, in which the Company acquired an interest for $95 million that represented a 9.3% equity interest (adjusted for dilution for certain equity awards) on April 7, 2011.

(2)

Includes the financial information of HCP Ventures II, which was consolidated on January 14, 2011.

(3)

The combined basis difference of the Company's investments in these joint ventures of $39 million, as of December 31, 2011, is primarily attributable to goodwill, real estate, capital lease obligations, deferred tax assets and lease related net intangibles.

	Year Ended December 31,(1)
	2011(2)			2010			2009
Total revenues	$	4,388,376		$	172,972		$	184,102
Net loss(3)(4)		(827,306	)		(54,237	)		(341	)
HCP's share in earnings(3)(4)		46,750			4,770			3,511
HCP's impairment of its investment in HCP Ventures II(4)		—			(71,693	)		—
Fees earned by HCP		2,073			4,666			5,312
Distributions received by HCP		5,681			9,738			14,142

(1)

Includes the financial information of HCP Ventures II, through January 14, 2011, at which time it was consolidated.

(2)

Includes the financial information of HCR ManorCare, in which the Company acquired an interest for $95 million that represented a 9.3% equity interest (adjusted for dilution for certain equity awards) on April 7, 2011.

(3)

The combined net loss for the year ended December 31, 2011, includes impairments, net of the related tax benefit, of $865 million related to HCR ManorCare's goodwill and intangible assets. The impairments at the operating entity were the result of reduced cash flows primarily caused by the reimbursement reductions for the Medicare skilled nursing facility Prospective Payment System announced by the Centers for Medicare & Medicaid Services (CMS) effective October 1, 2011. These reimbursement reductions were previously considered in the Company's underwriting assumptions for its initial investments in the operations of HCR ManorCare; therefore, the impairments are not considered to be part of the Company's basis in its investment. As such, HCR ManorCare's impairments during the year ended December 31, 2011 did not have an impact on the Company's share of earnings from or its investment in HCR ManorCare.

(4)

Net loss for the year ended December 31, 2010, includes an impairment of $54.5 million related to straight-line rent assets of HCP Ventures II (the "Ventures"). Concurrently, during the year ended December 31, 2010 HCP recognized a $71.7 million impairment of its investment in the Ventures that was primarily attributable to a reduction in the fair value of the Ventures' real estate assets and 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.

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Variable Interest Entities

12 Months Ended

Dec. 31, 2011

Variable Interest Entities

Variable Interest Entities

(21) Variable Interest Entities

• Unconsolidated Variable Interest Entities

        At December 31, 2011, the Company leased 48 properties to a total of seven VIE tenants and had an additional investment in a loan to a VIE borrower. The Company has determined that it is not the primary beneficiary of these VIEs. The carrying value and classification of the related assets, liabilities and maximum exposure to loss as a result of the Company's involvement with these VIEs are presented below at December 31, 2011 (in thousands):

VIE Type	Maximum Loss Exposure(1)		Asset/Liability Type	Carrying Amount
VIE tenants—operating leases	$	342,057	Lease intangibles, net and straight-line rent receivables	$	15,164
VIE tenants—DFLs		1,161,614	Net investment in DFLs		592,198
Loan—senior secured		75,650	Loans receivable, net		75,650

(1)

The Company's maximum loss exposure related to the VIE tenants represents the future minimum lease payments over the remaining term of the respective leases, which may be mitigated by re-leasing the properties to new tenants. The Company's maximum loss exposure related to its loan to the VIE represents its current aggregate carrying amount.

        As of December 31, 2011, the Company has not provided, and is not required to provide, financial support through a liquidity arrangement or otherwise, to its unconsolidated VIEs, including circumstances in which it could be exposed to further losses (e.g., cash shortfalls).

        The Company holds an interest-only, senior secured term loan made to a borrower 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 former and current 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.

        See Notes 7 and 12 for additional description of the nature, purpose and activities of the Company's VIEs and interests therein.

• Consolidated Variable Interest Entities

        During 2010, the Company had leasing relationships with a total of four VIE tenants, related to 27 properties, whose operations were not consolidated by the Company prior to August 31, 2010 because it did not have the ability to control the activities (i.e., recurring operating activities) that most significantly impact the VIEs' economic performance. On August 31, 2010, the Company entered into a settlement agreement with Sunrise, whereby it determined that it had acquired the ability to control the activities that most significantly impact the VIEs' economic performance. As a result, the Company consolidated the four VIEs for the period from August 31, 2010 (the date of the settlement agreement with Sunrise) to November 1, 2010 (the date these 27 properties were transitioned and leased to Emeritus). See Note 12 for additional information regarding the VIE tenants.

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Supplemental Cash Flow Information

12 Months Ended

Dec. 31, 2011

Supplemental Cash Flow Information

Supplemental Cash Flow Information

(20) Supplemental Cash Flow Information

	Year Ended December 31,
	2011			2010			2009
	(in thousands)
Supplemental cash flow information:
Interest paid, net of capitalized interest	$	348,455		$	282,750		$	291,936
Taxes paid		1,710			1,765			2,280
Capitalized interest		26,402			21,664			25,917
Supplemental schedule of non-cash investing activities:
Loan received upon real estate disposition		—			21,519			1,001
Accrued construction costs		11,525			3,558			3,253
Settlement of loans receivable as consideration for the HCR ManorCare Acquisition		1,990,406			—			—
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
Vesting of restricted stock units		228			276			194
Cancellation of restricted stock		35			52			53
Conversion of non-managing member units into common stock		3,456			6,135			23,045
Non-managing member units issued in connection with acquisitions		—			9,267			—
Mortgages included in the consolidation of HCP Ventures II		635,182			—			—
Mortgages assumed with real estate acquisitions		57,869			30,299			—
Unrealized gains (losses), net on available for sale securities and derivatives designated as cash flow hedges		(9,763	)		(59	)		82,995

        See additional information regarding supplemental non-cash financing activities related to of the HCR ManorCare Acquisition in Notes 3 and 7 and HCP Ventures II purchase in Note 8.

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Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2011

Fair Value Measurements

Fair value measurements of financial assets and liabilities

Financial assets and liabilities	Fair Value			Level 1		Level 2			Level 3
Marketable equity securities	$	17,053		$	17,053	$	—		$	—
Interest-rate swap liabilities(1)		(12,123	)		—		(12,123	)		—
Warrants(1)		1,334			—		—			1,334
	$	6,264		$	17,053	$	(12,123	)	$	1,334

(1)

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

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Intangibles (Tables)

12 Months Ended

Dec. 31, 2011

Intangibles

Estimated aggregate amortization of intangible assets and liabilities for each of the five succeeding fiscal years and thereafter

	Intangible Assets		Intangible Liabilities
2012	$	52,327	$	17,841
2013		50,087		17,387
2014		47,386		16,925
2015		44,560		16,391
2016		41,571		15,931
Thereafter		137,832		39,667
	$	373,763	$	124,142

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Fair Value Measurements

12 Months Ended

Dec. 31, 2011

Fair Value Measurements

Fair Value Measurements

(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, 2011, there were no transfers of financial assets or liabilities between levels within the fair value hierarchy.

        The financial assets and liabilities carried at fair value on a recurring basis at December 31, 2011 are as follows (in thousands):

Financial assets and liabilities	Fair Value			Level 1		Level 2			Level 3
Marketable equity securities	$	17,053		$	17,053	$	—		$	—
Interest-rate swap liabilities(1)		(12,123	)		—		(12,123	)		—
Warrants(1)		1,334			—		—			1,334
	$	6,264		$	17,053	$	(12,123	)	$	1,334

(1)

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

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Disclosures About Fair Value of Financial Instruments

12 Months Ended

Dec. 31, 2011

Disclosures About Fair Value of Financial Instruments

Disclosures About Fair Value of Financial Instruments

(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 value of loans receivable, bank line of credit, mortgage debt and other debt are based on rates currently prevailing for similar instruments with similar maturities. The fair value 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 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,
	2011				2010
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(in thousands)
Loans receivable, net	$	110,253	$	111,073	$	2,002,866	$	2,026,389
Marketable equity securities		17,053		17,053		—		—
Warrants		1,334		1,334		1,500		1,500
Bank line of credit		454,000		454,000		—		—
Senior unsecured notes		5,416,063		5,819,304		3,318,379		3,536,413
Mortgage debt		1,764,571		1,870,070		1,235,779		1,258,185
Other debt		87,985		87,985		92,187		92,187
Interest-rate swap assets		—		—		3,865		3,865
Interest-rate swap liabilities		12,123		12,123		7,920		7,920

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Cash flows from operating activities:
Net income	$ 554,494	$ 344,395	$ 146,151
Depreciation and amortization of real estate, in-place lease and other intangibles:
Continuing operations	356,623	311,008	315,736
Discontinued operations	772	2,439	4,389
Amortization of above and below market lease intangibles, net	(4,510)	(6,378)	(14,780)
Amortization of deferred compensation	20,034	14,924	14,388
Amortization of debt premiums, discounts and issuance costs, net	25,769	9,856	8,328
Straight-line rents	(59,173)	(47,243)	(46,688)
Loan and direct financing lease interest accretion	(93,003)	(69,645)	(39,172)
Deferred rental revenues	(2,319)	(3,984)	12,804
Equity income from unconsolidated joint ventures	(46,750)	(4,770)	(3,511)
Distributions of earnings from unconsolidated joint ventures	3,273	5,373	7,273
Gain upon consolidation of joint venture	(7,769)
Marketable securities (gains) losses, net	5,396	(14,597)	(8,876)
Gain upon settlement of loans receivable	(22,812)
Gain on sales of real estate	(3,107)	(19,925)	(37,321)
Derivative (gains) losses, net	(1,226)	1,302	69
Impairments, net of recoveries	15,400	59,793	75,514
Changes in:
Accounts receivable, net	2,590	9,222	4,408
Other assets	27,582	(6,341)	(6,881)
Accrued liability for litigation provision			101,973
Accounts payable and other accrued liabilities	(47,103)	(4,931)	(18,170)
Net cash provided by operating activities	724,161	580,498	515,634
Cash flows from investing activities:
Cash used in the HCR ManorCare Acquisition, net of cash acquired	(4,026,556)
Cash used in the HCP Ventures II purchase, net of cash acquired	(135,550)
Other acquisitions and development of real estate	(198,385)	(304,847)	(96,528)
Leasing costs and tenant and capital improvements	(52,903)	(97,930)	(40,702)
Proceeds from sales of real estate, net	19,183	32,284	72,272
Purchase of an interest in and contributions to unconsolidated joint ventures	(95,000)	(6,565)	(7,975)
Distributions in excess of earnings from unconsolidated joint ventures	2,408	4,365	6,869
Purchases of marketable equity securities	(22,449)
Proceeds from sales of marketable securities		179,215	157,122
Principal repayments on loans receivable and direct financing leases	303,941	63,953	10,952
Investments in loans receivable and direct financing leases, net	(369,939)	(298,085)	(165,494)
(Increase) decrease in restricted cash	(5,234)	(3,319)	2,078
Net cash used in investing activities	(4,580,484)	(430,929)	(61,406)
Cash flows from financing activities:
Net borrowings (repayments) under bank line of credit	454,000		(150,000)
Repayments of term loan		(200,000)	(320,000)
Issuance of senior unsecured notes	2,400,000
Issuance of mortgage debt			1,942
Repayments and repurchases of senior unsecured notes	(292,265)	(206,422)	(7,735)
Repayments of mortgage and other secured debt	(169,783)	(636,096)	(234,080)
Debt discounts and issuance costs	(43,716)	(11,850)	(860)
Net proceeds from the issuance of common stock and exercise of options	1,327,813	2,426,900	852,912
Dividends paid on common and preferred stock	(787,689)	(590,735)	(517,072)
Issuance of noncontrolling interests	14,087	8,395
Purchase of noncontrolling interests	(34,104)		(9,097)
Distributions to noncontrolling interests	(15,215)	(15,319)	(15,541)
Net cash provided by (used in) financing activities	2,853,128	774,873	(399,531)
Net increase (decrease) in cash and cash equivalents	(1,003,195)	924,442	54,697
Cash and cash equivalents, beginning of year	1,036,701	112,259	57,562
Cash and cash equivalents, end of year	$ 33,506	$ 1,036,701	$ 112,259

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Derivative Financial Instruments

12 Months Ended

Dec. 31, 2011

Derivative Financial Instruments

Derivative Financial Instruments

(24) Derivative Financial Instruments

        The following table summarizes the Company's outstanding interest-rate swap contracts as of December 31, 2011 (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	$	(7,536	)
November 2008(3)	October 2016	Cash Flow		5.95	%	1 Month LIBOR+1.50%		27,600		(4,176	)
July 2009(4)	July 2013	Cash Flow		6.13	%	1 Month LIBOR+3.65%		14,000		(411	)

(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)

Acquired in conjunction with mortgage debt assumed related to real estate acquired on December 28, 2010. Hedges fluctuations in interest payments on variable-rate secured debt due to fluctuations in the underlying benchmark interest rate.

(4)

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

        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, 2011, 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 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 were no longer probable of occurring.

        In August 2009, the Company entered into an interest-rate swap contract (pay float and receive fixed), that was designated as hedging fluctuations in interest receipts related to its participation in the variable-rate first mortgage debt of HCR ManorCare. At March 31, 2011 the Company determined, based on the anticipated closing of the HCR ManorCare Acquisition during April 2011, the underlying hedged transactions (underlying mortgage debt interest receipts) were not probable of occurring. As a result, the Company reclassified $1 million of unrealized gains related to this interest-rate swap contract into other income, net. Concurrent with closing the HCR ManorCare Acquisition (for additional details see Note 3) the Company settled the interest-rate swap contract for proceeds of $1 million.

        For the year ended December 31, 2011, the Company recognized additional interest income of $0.6 million and additional interest expense of $0.6 million, resulting from its cash flow and fair value hedging relationships. At December 31, 2011, 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	$	1,664	$	(1,952	)	$	3,472	$	(3,760	)
November 2008	October 2016		614		(630	)		1,056		(1,252	)
July 2009	July 2013		99		(109	)		203		(213	)

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Impairments (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended							3 Months Ended	12 Months Ended
	Dec. 31, 2009	Dec. 31, 2009 Hospital	Dec. 31, 2009 Life science	Dec. 31, 2009 Senior housing lease Property	Dec. 31, 2011 Cirrus Health senior secured loan	Sep. 30, 2011 Cirrus Health senior secured loan	Dec. 31, 2010 Cirrus Health senior secured loan	Sep. 30, 2010 HCP Ventures II	Dec. 31, 2010 HCP Ventures II	Oct. 31, 2010 HCP Ventures II Property
Equity method investment, impairment details
Provision for losses (impairment)		$ 4.3			$ 15.4
Loans receivable, before Impairment						91.1
Loans receivable, after Impairment					75.7	75.7	93.1
Ownership interest (as a percent)								35.00%		35.00%
Number of senior housing facilities										25
Impairment charges for direct financing lease	63.1			63.1				71.7	71.7
Carrying value, equity method investments before impairment									136.8
Fair value, equity method investments									65.1
Continuing and discontinued operation, asset impairment charges	75.5			5.9
Discontinued operation, impairment charge	0.1
Number of DFLs impaired				3
Number of facilities formerly managed by Sunrise that were impaired				12
Number of facilities formerly managed by Sunrise				15
Impairment charge due to early termination of a lease			$ 2.2

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Dispositions of Real Estate and Discontinued Operations (Tables)

12 Months Ended

Dec. 31, 2011

Dispositions of Real Estate and Discontinued Operations

Schedule of income from discontinued operations

	Year Ended December 31,
	2011			2010			2009
Rental and related revenues	$	2,175		$	6,624		$	14,674
Depreciation and amortization expenses		772			2,439			4,389
Operating expenses		4			217			3,199
Other (income) expense, net		(33	)		(40	)		790
Income before impairments and gain on sales of real estate, net of income taxes	$	1,432		$	4,008		$	6,296
Impairments	$	—		$	—		$	125
Gain on sales of real estate, net of income taxes	$	3,107		$	19,925		$	37,321
Number of properties held-for-sale		1			4			18
Number of properties sold		3			14			14
Number of properties included in discontinued operations		4			18			32

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Earnings Per Common Share (Tables)

12 Months Ended

Dec. 31, 2011

Earnings Per Common Share

Computation of basic and diluted earnings per share

	Year Ended December 31,
	2011			2010			2009
Numerator
Income from continuing operations	$	549,955		$	320,462		$	102,659
Noncontrolling interests' share in continuing operations		(15,603	)		(13,686	)		(14,461	)
Income from continuing operations applicable to HCP, Inc.		534,352			306,776			88,198
Preferred stock dividends		(21,130	)		(21,130	)		(21,130	)
Participating securities' share in continuing operations		(2,459	)		(2,081	)		(1,491	)
Income from continuing operations applicable to common shares		510,763			283,565			65,577
Discontinued operations		4,539			23,933			43,492
Net income applicable to common shares	$	515,302		$	307,498		$	109,069
Denominator
Basic weighted average common shares		398,446			305,574			274,216
Dilutive stock options and restricted stock		1,772			1,326			415
Diluted weighted average common shares		400,218			306,900			274,631
Basic earnings per common share
Income from continuing operations	$	1.28		$	0.93		$	0.24
Discontinued operations		0.01			0.08			0.16
Net income applicable to common stockholders	$	1.29		$	1.01		$	0.40
Diluted earnings per common share
Income from continuing operations	$	1.28		$	0.92		$	0.24
Discontinued operations		0.01			0.08			0.16
Net income applicable to common shares	$	1.29		$	1.00		$	0.40

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Commitments and Contingencies (Details) (USD $) In Millions, unless otherwise specified	1 Months Ended					3 Months Ended			3 Months Ended		1 Months Ended
	Nov. 30, 2011	Aug. 31, 2011	Sep. 30, 2009	Jul. 31, 2009 complaint	May 31, 2007	Sep. 30, 2009	Jul. 24, 2009 Property	Jun. 29, 2009 subsidiary tenant	Dec. 31, 2011 Sunrise	Aug. 31, 2010 Senior housing Sunrise Property	Oct. 31, 2010 Senior housing Emeritus Y extensionoption lease Property
Legal Proceedings
Damages sought in Ventas litigation					$ 300
Verdict returned in favor of Ventas, compensatory damages			102
Provision for litigation expense						102
Payment of litigation expenses		102
Loss contingency, additional litigation provision	125								125
Number of tenants who filed complaints against Sunrise								3
Number of Sunrise subsidiaries								3
Number of filed complaints moved to District Court				1
Number of communities with filed complaints moved to District Court							4
Number of communities subject to dispute							64
Number of communities, right to terminate management contracts										27
Number of communities owned by the Company										75
Number of remaining communities leased after termination on management contracts										48
Termination of management contracts, amount Company agreed to pay										50
Termination of management contracts, working capital received by Company										9
Initial indirect leasing costs, capitalized cost of termination rights										41
Number of triple-net master leases with Emeritus											2
Number of properties leased with Emeritus Corporation											27
Fixed lease term of properties leased to Emeritus Corporation (in years)											15
Number of extension options with Emeritus Corporation											2
Term of Emeritus Corporation extension options (in years)											10
Termination of leases with tenants, payment by Company											$ 2

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CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Dec. 31, 2011	Dec. 31, 2010
Real estate:
Buildings and improvements	$ 8,933,278	$ 8,185,095
Development costs and construction in progress	190,590	144,116
Land	1,729,677	1,571,094
Accumulated depreciation and amortization	(1,472,272)	(1,244,502)
Net real estate	9,381,273	8,655,803
Net investment in direct financing leases	6,727,777	609,661
Loans receivable, net	110,253	2,002,866
Investments in and advances to unconsolidated joint ventures	224,052	195,847
Accounts receivable, net of allowance of $1,341 and $5,150, respectively	26,681	34,504
Cash and cash equivalents	33,506	1,036,701
Restricted cash	41,553	36,319
Intangible assets, net	373,763	316,375
Real estate held for sale, net	4,159	20,961
Other assets, net	485,458	422,886
Total assets	17,408,475	13,331,923
LIABILITIES AND EQUITY
Bank line of credit	454,000
Senior unsecured notes	5,416,063	3,318,379
Mortgage debt	1,764,571	1,235,779
Other debt	87,985	92,187
Intangible liabilities, net	124,142	148,072
Accounts payable and accrued liabilities	275,478	313,806
Deferred revenue	65,614	77,653
Total liabilities	8,187,853	5,185,876
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; 408,629,444 and 370,924,887 shares issued and outstanding, respectively	408,629	370,925
Additional paid-in capital	9,383,536	8,089,982
Cumulative dividends in excess of earnings	(1,024,274)	(775,476)
Accumulated other comprehensive loss	(19,582)	(13,237)
Total stockholders' equity	9,033,482	7,957,367
Joint venture partners	16,971	14,935
Non-managing member unitholders	170,169	173,745
Total noncontrolling interests	187,140	188,680
Total equity	9,220,622	8,146,047
Total liabilities and equity	$ 17,408,475	$ 13,331,923

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Other Assets (Tables)

12 Months Ended

Dec. 31, 2011

Other Assets

Schedule of other assets

	December 31,
	2011		2010
Straight-line rent assets, net of allowance of $34,457 and $35,190, respectively	$	266,620	$	206,862
Leasing costs, net		92,288		86,676
Deferred debt issuance costs, net		35,649		23,541
Goodwill		50,346		50,346
Marketable equity securities		17,053		—
Other		23,502		55,461
Total other assets	$	485,458	$	422,886

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Schedule III - Real Estate and Accumulated Depreciation (Details 3) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Real estate:
Balances at beginning of year	$ 9,900,305	$ 9,559,566	$ 9,430,977
Acquisition of real estate and development and improvements	1,049,723	377,354	119,221
Disposition of real estate	(21,737)	(61,139)	(60,134)
Balances associated with changes in reporting presentation	(74,746)	24,524	69,502
Balances at end of year	10,853,545	9,900,305	9,559,566
Accumulated depreciation:
Balances at beginning of year	1,244,502	1,029,775	791,613
Depreciation expense	301,233	258,929	248,758
Disposition of real estate	(5,705)	(27,123)	(25,925)
Balances associated with changes in reporting presentation	(67,758)	(17,079)	15,329
Balances at end of year	$ 1,472,272	$ 1,244,502	$ 1,029,775

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CONSOLIDATED STATEMENTS OF EQUITY (USD $) In Thousands, unless otherwise specified	Total	Total Stockholders' Equity	Preferred Stock	Common Stock	Additional Paid-In Capital	Cumulative Dividends In Excess Of Earnings	Accumulated Other Comprehensive Income (Loss)	Noncontrolling Interests
Balance at Dec. 31, 2008	$ 5,407,840	$ 5,201,271	$ 285,173	$ 253,601	$ 4,873,727	$ (130,068)	$ (81,162)	$ 206,569
Balance (in shares) at Dec. 31, 2008			11,820	253,601
Increase (Decrease) in Stockholders' Equity
Net income	146,151	131,690				131,690		14,461
Other comprehensive income (loss)	79,028	79,028					79,028
Issuance of common stock, net	848,171	871,216		39,664	831,552			(23,045)
Issuance of common stock, net (in shares)				39,664
Repurchase of common stock	(2,685)	(2,685)		(110)	(2,575)
Repurchase of common stock (in shares)				(110)
Exercise of stock options	7,426	7,426		393	7,033
Exercise of stock options (in shares)				393
Amortization of deferred compensation	14,388	14,388			14,388
Preferred dividends	(21,130)	(21,130)				(21,130)
Common dividends ($1.92, $1.86 and $1.84 per share for the year ended 2011, 2010 and 2009, respectively)	(495,942)	(495,942)				(495,942)
Distributions to noncontrolling interests	(15,541)							(15,541)
Purchase of noncontrolling interests	(9,097)	(4,725)			(4,725)			(4,372)
Balance at Dec. 31, 2009	5,958,609	5,780,537	285,173	293,548	5,719,400	(515,450)	(2,134)	178,072
Balance (in shares) at Dec. 31, 2009			11,820	293,548
Increase (Decrease) in Stockholders' Equity
Net income	344,395	330,709				330,709		13,686
Other comprehensive income (loss)	(11,103)	(11,103)					(11,103)
Issuance of common stock, net	2,425,110	2,431,245		77,278	2,353,967			(6,135)
Issuance of common stock, net (in shares)				77,278
Repurchase of common stock	(4,527)	(4,527)		(154)	(4,373)
Repurchase of common stock (in shares)				(154)
Exercise of stock options	6,317	6,317		253	6,064
Exercise of stock options (in shares)	253			253
Amortization of deferred compensation	14,924	14,924			14,924
Preferred dividends	(21,130)	(21,130)				(21,130)
Common dividends ($1.92, $1.86 and $1.84 per share for the year ended 2011, 2010 and 2009, respectively)	(569,605)	(569,605)				(569,605)
Distributions to noncontrolling interests	(16,049)							(16,049)
Noncontrolling interests in acquired assets	10,002							10,002
Issuance of noncontrolling interests	8,395							8,395
Other	709							709
Balance at Dec. 31, 2010	8,146,047	7,957,367	285,173	370,925	8,089,982	(775,476)	(13,237)	188,680
Balance (in shares) at Dec. 31, 2010			11,820	370,925
Increase (Decrease) in Stockholders' Equity
Net income	554,494	538,891				538,891		15,603
Other comprehensive income (loss)	(6,345)	(6,345)					(6,345)
Issuance of common stock, net	1,302,008	1,305,464		36,683	1,268,781			(3,456)
Issuance of common stock, net (in shares)				36,683
Repurchase of common stock	(4,991)	(4,991)		(136)	(4,855)
Repurchase of common stock (in shares)				(136)
Exercise of stock options	30,796	30,796		1,157	29,639
Exercise of stock options (in shares)	1,157			1,157
Amortization of deferred compensation	20,034	20,034			20,034
Preferred dividends	(21,130)	(21,130)				(21,130)
Common dividends ($1.92, $1.86 and $1.84 per share for the year ended 2011, 2010 and 2009, respectively)	(766,559)	(766,559)				(766,559)
Distributions to noncontrolling interests	(15,156)							(15,156)
Noncontrolling interests in acquired assets	1,500							1,500
Issuance of noncontrolling interests	14,028							14,028
Purchase of noncontrolling interests	(34,104)	(20,045)			(20,045)			(14,059)
Balance at Dec. 31, 2011	$ 9,220,622	$ 9,033,482	$ 285,173	$ 408,629	$ 9,383,536	$ (1,024,274)	$ (19,582)	$ 187,140
Balance (in shares) at Dec. 31, 2011			11,820	408,629

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Schedule III - Real Estate and Accumulated Depreciation (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011 Y
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	$ 1,764,571
Initial Cost to Company
Land	1,725,835
Buildings and Improvements	8,530,116
Costs Capitalized Subsequent to Acquisition	730,073
Gross Amount at Which Carried As of Year End
Land	1,729,677
Buildings and Improvements	9,123,868
Total	10,853,545
Accumulated Depreciation	(1,472,272)
Continuing operations properties
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	1,764,571
Initial Cost to Company
Land	1,725,835
Buildings and Improvements	8,527,387
Costs Capitalized Subsequent to Acquisition	726,059
Gross Amount at Which Carried As of Year End
Land	1,729,677
Buildings and Improvements	9,120,426
Total	10,850,103
Accumulated Depreciation	(1,470,226)
Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	1,366,930
Initial Cost to Company
Land	487,394
Buildings and Improvements	3,793,465
Costs Capitalized Subsequent to Acquisition	55,053
Gross Amount at Which Carried As of Year End
Land	488,276
Buildings and Improvements	3,766,509
Total	4,254,785
Accumulated Depreciation	(507,329)
Life science
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	69,033
Initial Cost to Company
Land	954,205
Buildings and Improvements	2,193,335
Costs Capitalized Subsequent to Acquisition	384,807
Gross Amount at Which Carried As of Year End
Land	955,261
Buildings and Improvements	2,574,906
Total	3,530,167
Accumulated Depreciation	(292,318)
Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	328,608
Initial Cost to Company
Land	190,215
Buildings and Improvements	1,784,246
Costs Capitalized Subsequent to Acquisition	256,027
Gross Amount at Which Carried As of Year End
Land	192,117
Buildings and Improvements	2,000,699
Total	2,192,816
Accumulated Depreciation	(431,122)
Post-acute/skilled nursing
Initial Cost to Company
Land	17,349
Buildings and Improvements	202,881
Costs Capitalized Subsequent to Acquisition	19,871
Gross Amount at Which Carried As of Year End
Land	17,351
Buildings and Improvements	216,117
Total	233,468
Accumulated Depreciation	(84,321)
Hospital
Initial Cost to Company
Land	76,672
Buildings and Improvements	553,460
Costs Capitalized Subsequent to Acquisition	10,301
Gross Amount at Which Carried As of Year End
Land	76,672
Buildings and Improvements	562,195
Total	638,867
Accumulated Depreciation	(155,136)
Corporate and other assets
Initial Cost to Company
Buildings and Improvements	2,729
Costs Capitalized Subsequent to Acquisition	4,014
Gross Amount at Which Carried As of Year End
Buildings and Improvements	3,442
Total	3,442
Accumulated Depreciation	(2,046)
1087 Birmingham AL | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	32,003
Initial Cost to Company
Land	4,682
Buildings and Improvements	74,204
Gross Amount at Which Carried As of Year End
Land	4,682
Buildings and Improvements	72,755
Total	77,437
Accumulated Depreciation	(13,044)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1086 Huntsville AL | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	17,529
Initial Cost to Company
Land	1,394
Buildings and Improvements	38,603
Gross Amount at Which Carried As of Year End
Land	1,394
Buildings and Improvements	37,870
Total	39,264
Accumulated Depreciation	(6,540)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1107 Huntsville AL | Senior housing
Initial Cost to Company
Land	307
Buildings and Improvements	5,813
Gross Amount at Which Carried As of Year End
Land	307
Buildings and Improvements	5,453
Total	5,760
Accumulated Depreciation	(716)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1154 Little Rock AR | Senior housing
Initial Cost to Company
Land	1,922
Buildings and Improvements	14,140
Costs Capitalized Subsequent to Acquisition	21
Gross Amount at Which Carried As of Year End
Land	1,922
Buildings and Improvements	13,667
Total	15,589
Accumulated Depreciation	(1,840)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	39
786 Douglas AZ | Senior housing
Initial Cost to Company
Land	110
Buildings and Improvements	703
Gross Amount at Which Carried As of Year End
Land	110
Buildings and Improvements	703
Total	813
Accumulated Depreciation	(244)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
518 Tucson AZ | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	32,438
Initial Cost to Company
Land	2,350
Buildings and Improvements	24,037
Gross Amount at Which Carried As of Year End
Land	2,350
Buildings and Improvements	24,037
Total	26,387
Accumulated Depreciation	(6,610)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	30
1974 Sun City AZ | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	33,519
Initial Cost to Company
Land	2,640
Buildings and Improvements	32,774
Costs Capitalized Subsequent to Acquisition	944
Gross Amount at Which Carried As of Year End
Land	2,640
Buildings and Improvements	33,718
Total	36,358
Accumulated Depreciation	(1,253)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	30
1238 Beverly Hills CA | Senior housing
Initial Cost to Company
Land	9,872
Buildings and Improvements	32,590
Costs Capitalized Subsequent to Acquisition	2,100
Gross Amount at Which Carried As of Year End
Land	9,872
Buildings and Improvements	33,965
Total	43,837
Accumulated Depreciation	(4,344)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1149 Camarillo CA | Senior housing
Initial Cost to Company
Land	5,798
Buildings and Improvements	19,427
Gross Amount at Which Carried As of Year End
Land	5,798
Buildings and Improvements	18,651
Total	24,449
Accumulated Depreciation	(2,448)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1006 Carlsbad CA | Senior housing
Initial Cost to Company
Land	7,897
Buildings and Improvements	14,255
Costs Capitalized Subsequent to Acquisition	360
Gross Amount at Which Carried As of Year End
Land	7,897
Buildings and Improvements	13,825
Total	21,722
Accumulated Depreciation	(1,797)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
883 Carmichael CA | Senior housing
Initial Cost to Company
Land	4,270
Buildings and Improvements	13,846
Gross Amount at Which Carried As of Year End
Land	4,270
Buildings and Improvements	13,236
Total	17,506
Accumulated Depreciation	(1,682)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
851 Citrus Heights CA | Senior housing
Initial Cost to Company
Land	1,180
Buildings and Improvements	8,367
Gross Amount at Which Carried As of Year End
Land	1,180
Buildings and Improvements	8,037
Total	9,217
Accumulated Depreciation	(1,494)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	29
790 Concord CA | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	25,000
Initial Cost to Company
Land	6,010
Buildings and Improvements	39,601
Gross Amount at Which Carried As of Year End
Land	6,010
Buildings and Improvements	38,301
Total	44,311
Accumulated Depreciation	(6,127)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
787 Dana Point CA | Senior housing
Initial Cost to Company
Land	1,960
Buildings and Improvements	15,946
Gross Amount at Which Carried As of Year End
Land	1,960
Buildings and Improvements	15,466
Total	17,426
Accumulated Depreciation	(2,481)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	39
1152 Elk Grove CA | Senior housing
Initial Cost to Company
Land	2,235
Buildings and Improvements	6,339
Gross Amount at Which Carried As of Year End
Land	2,235
Buildings and Improvements	6,186
Total	8,421
Accumulated Depreciation	(812)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
798 Escondido CA | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	14,340
Initial Cost to Company
Land	5,090
Buildings and Improvements	24,253
Gross Amount at Which Carried As of Year End
Land	5,090
Buildings and Improvements	23,353
Total	28,443
Accumulated Depreciation	(3,746)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
791 Fremont CA | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	9,246
Initial Cost to Company
Land	2,360
Buildings and Improvements	11,672
Gross Amount at Which Carried As of Year End
Land	2,360
Buildings and Improvements	11,192
Total	13,552
Accumulated Depreciation	(1,796)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1965 Fresno CA | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	23,252
Initial Cost to Company
Land	1,730
Buildings and Improvements	25,491
Costs Capitalized Subsequent to Acquisition	308
Gross Amount at Which Carried As of Year End
Land	1,730
Buildings and Improvements	25,799
Total	27,529
Accumulated Depreciation	(983)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	30
788 Granada Hills CA | Senior housing
Initial Cost to Company
Land	2,200
Buildings and Improvements	18,257
Gross Amount at Which Carried As of Year End
Land	2,200
Buildings and Improvements	17,637
Total	19,837
Accumulated Depreciation	(2,829)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	39
1156 Hemet CA | Senior housing
Initial Cost to Company
Land	1,270
Buildings and Improvements	5,966
Costs Capitalized Subsequent to Acquisition	17
Gross Amount at Which Carried As of Year End
Land	1,270
Buildings and Improvements	5,737
Total	7,007
Accumulated Depreciation	(754)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
856 Irvine CA | Senior housing
Initial Cost to Company
Land	8,220
Buildings and Improvements	14,104
Gross Amount at Which Carried As of Year End
Land	8,220
Buildings and Improvements	13,564
Total	21,784
Accumulated Depreciation	(1,633)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	45
227 Lodi CA | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	8,977
Initial Cost to Company
Land	732
Buildings and Improvements	5,453
Gross Amount at Which Carried As of Year End
Land	732
Buildings and Improvements	5,453
Total	6,185
Accumulated Depreciation	(2,072)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
226 Murietta CA | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	6,032
Initial Cost to Company
Land	435
Buildings and Improvements	5,729
Gross Amount at Which Carried As of Year End
Land	435
Buildings and Improvements	5,729
Total	6,164
Accumulated Depreciation	(2,110)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
1165 Northridge CA | Senior housing
Initial Cost to Company
Land	6,718
Buildings and Improvements	26,309
Costs Capitalized Subsequent to Acquisition	6
Gross Amount at Which Carried As of Year End
Land	6,718
Buildings and Improvements	25,506
Total	32,224
Accumulated Depreciation	(3,348)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1561 Orangevale CA | Senior housing
Initial Cost to Company
Land	2,160
Buildings and Improvements	8,522
Costs Capitalized Subsequent to Acquisition	1,000
Gross Amount at Which Carried As of Year End
Land	2,160
Buildings and Improvements	9,522
Total	11,682
Accumulated Depreciation	(1,485)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1168 Palm Springs CA | Senior housing
Initial Cost to Company
Land	1,005
Buildings and Improvements	5,183
Costs Capitalized Subsequent to Acquisition	21
Gross Amount at Which Carried As of Year End
Land	1,005
Buildings and Improvements	4,841
Total	5,846
Accumulated Depreciation	(636)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
789 Pleasant Hill CA | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	6,270
Initial Cost to Company
Land	2,480
Buildings and Improvements	21,333
Gross Amount at Which Carried As of Year End
Land	2,480
Buildings and Improvements	20,633
Total	23,113
Accumulated Depreciation	(3,310)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1166 Rancho Mirage CA | Senior housing
Initial Cost to Company
Land	1,798
Buildings and Improvements	24,053
Costs Capitalized Subsequent to Acquisition	5
Gross Amount at Which Carried As of Year End
Land	1,798
Buildings and Improvements	23,144
Total	24,942
Accumulated Depreciation	(3,038)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1008 San Diego CA | Senior housing
Initial Cost to Company
Land	6,384
Buildings and Improvements	32,072
Costs Capitalized Subsequent to Acquisition	222
Gross Amount at Which Carried As of Year End
Land	6,384
Buildings and Improvements	31,191
Total	37,575
Accumulated Depreciation	(4,094)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1007 San Dimas CA | Senior housing
Initial Cost to Company
Land	5,628
Buildings and Improvements	31,374
Costs Capitalized Subsequent to Acquisition	208
Gross Amount at Which Carried As of Year End
Land	5,630
Buildings and Improvements	30,786
Total	36,416
Accumulated Depreciation	(4,040)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1009 San Juan Capistrano CA | Senior housing
Initial Cost to Company
Land	5,983
Buildings and Improvements	9,614
Costs Capitalized Subsequent to Acquisition	189
Gross Amount at Which Carried As of Year End
Land	5,983
Buildings and Improvements	9,516
Total	15,499
Accumulated Depreciation	(1,247)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1167 Santa Rosa CA | Senior housing
Initial Cost to Company
Land	3,582
Buildings and Improvements	21,113
Costs Capitalized Subsequent to Acquisition	4
Gross Amount at Which Carried As of Year End
Land	3,582
Buildings and Improvements	20,348
Total	23,930
Accumulated Depreciation	(2,671)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
793 South San Francisco CA | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	10,665
Initial Cost to Company
Land	3,000
Buildings and Improvements	16,586
Gross Amount at Which Carried As of Year End
Land	3,000
Buildings and Improvements	16,056
Total	19,056
Accumulated Depreciation	(2,569)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1966 Sun City CA | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	17,602
Initial Cost to Company
Land	2,650
Buildings and Improvements	25,290
Costs Capitalized Subsequent to Acquisition	639
Gross Amount at Which Carried As of Year End
Land	2,650
Buildings and Improvements	25,930
Total	28,580
Accumulated Depreciation	(1,035)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	30
792 Ventura CA | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	10,077
Initial Cost to Company
Land	2,030
Buildings and Improvements	17,379
Gross Amount at Which Carried As of Year End
Land	2,030
Buildings and Improvements	16,749
Total	18,779
Accumulated Depreciation	(2,687)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1155 Yorba Linda CA | Senior housing
Initial Cost to Company
Land	4,968
Buildings and Improvements	19,290
Gross Amount at Which Carried As of Year End
Land	4,968
Buildings and Improvements	18,494
Total	23,462
Accumulated Depreciation	(2,427)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1232 Colorado Springs CO | Senior housing
Initial Cost to Company
Land	1,910
Buildings and Improvements	24,479
Costs Capitalized Subsequent to Acquisition	11
Gross Amount at Which Carried As of Year End
Land	1,910
Buildings and Improvements	23,526
Total	25,436
Accumulated Depreciation	(3,088)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
512 Denver CO | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	49,862
Initial Cost to Company
Land	2,810
Buildings and Improvements	36,021
Costs Capitalized Subsequent to Acquisition	1,616
Gross Amount at Which Carried As of Year End
Land	2,810
Buildings and Improvements	37,637
Total	40,447
Accumulated Depreciation	(9,906)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	30
1233 Denver CO | Senior housing
Initial Cost to Company
Land	2,511
Buildings and Improvements	30,641
Costs Capitalized Subsequent to Acquisition	82
Gross Amount at Which Carried As of Year End
Land	2,511
Buildings and Improvements	29,920
Total	32,431
Accumulated Depreciation	(3,930)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1000 Greenwood Village CO | Senior housing
Initial Cost to Company
Land	3,367
Buildings and Improvements	43,610
Gross Amount at Which Carried As of Year End
Land	3,367
Buildings and Improvements	42,814
Total	46,181
Accumulated Depreciation	(4,947)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1234 Lakewood CO | Senior housing
Initial Cost to Company
Land	3,012
Buildings and Improvements	31,913
Costs Capitalized Subsequent to Acquisition	5
Gross Amount at Which Carried As of Year End
Land	3,012
Buildings and Improvements	31,120
Total	34,132
Accumulated Depreciation	(4,085)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
730 Torrington CT | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	12,624
Initial Cost to Company
Land	166
Buildings and Improvements	11,001
Gross Amount at Which Carried As of Year End
Land	166
Buildings and Improvements	10,591
Total	10,757
Accumulated Depreciation	(1,765)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1010 Woodbridge CT | Senior housing
Initial Cost to Company
Land	2,352
Buildings and Improvements	9,929
Costs Capitalized Subsequent to Acquisition	224
Gross Amount at Which Carried As of Year End
Land	2,363
Buildings and Improvements	9,680
Total	12,043
Accumulated Depreciation	(1,271)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
538 Altamonte Springs FL | Senior housing
Initial Cost to Company
Land	1,530
Buildings and Improvements	7,956
Gross Amount at Which Carried As of Year End
Land	1,530
Buildings and Improvements	7,136
Total	8,666
Accumulated Depreciation	(1,604)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
861 Apopka FL | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	5,892
Initial Cost to Company
Land	920
Buildings and Improvements	4,816
Gross Amount at Which Carried As of Year End
Land	920
Buildings and Improvements	4,716
Total	5,636
Accumulated Depreciation	(707)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
852 Boca Raton FL | Senior housing
Initial Cost to Company
Land	4,730
Buildings and Improvements	17,532
Costs Capitalized Subsequent to Acquisition	2,605
Gross Amount at Which Carried As of Year End
Land	4,730
Buildings and Improvements	19,727
Total	24,457
Accumulated Depreciation	(3,275)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	30
1001 Boca Raton FL | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	11,648
Initial Cost to Company
Land	2,415
Buildings and Improvements	17,923
Gross Amount at Which Carried As of Year End
Land	2,415
Buildings and Improvements	17,561
Total	19,976
Accumulated Depreciation	(2,029)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
544 Boynton Beach FL | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	8,036
Initial Cost to Company
Land	1,270
Buildings and Improvements	4,773
Gross Amount at Which Carried As of Year End
Land	1,270
Buildings and Improvements	4,773
Total	6,043
Accumulated Depreciation	(1,054)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1963 Boynton Beach FL | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	34,546
Initial Cost to Company
Land	2,550
Buildings and Improvements	31,183
Costs Capitalized Subsequent to Acquisition	(883)
Gross Amount at Which Carried As of Year End
Land	2,550
Buildings and Improvements	30,300
Total	32,850
Accumulated Depreciation	(1,208)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	30
1964 Boynton Beach FL | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	4,837
Initial Cost to Company
Land	570
Buildings and Improvements	7,675
Costs Capitalized Subsequent to Acquisition	1,787
Gross Amount at Which Carried As of Year End
Land	570
Buildings and Improvements	9,462
Total	10,032
Accumulated Depreciation	(317)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	30
539 Clearwater FL | Senior housing
Initial Cost to Company
Land	2,250
Buildings and Improvements	2,627
Gross Amount at Which Carried As of Year End
Land	2,250
Buildings and Improvements	2,627
Total	4,877
Accumulated Depreciation	(590)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
746 Clearwater FL | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	17,788
Initial Cost to Company
Land	3,856
Buildings and Improvements	12,176
Gross Amount at Which Carried As of Year End
Land	3,856
Buildings and Improvements	11,321
Total	15,177
Accumulated Depreciation	(2,669)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
862 Clermont FL | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	8,345
Initial Cost to Company
Land	440
Buildings and Improvements	6,518
Gross Amount at Which Carried As of Year End
Land	440
Buildings and Improvements	6,418
Total	6,858
Accumulated Depreciation	(963)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
1002 Coconut Creek FL | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	13,928
Initial Cost to Company
Land	2,461
Buildings and Improvements	16,006
Gross Amount at Which Carried As of Year End
Land	2,461
Buildings and Improvements	15,620
Total	18,081
Accumulated Depreciation	(1,805)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
492 Delray Beach FL | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	11,439
Initial Cost to Company
Land	850
Buildings and Improvements	6,637
Gross Amount at Which Carried As of Year End
Land	850
Buildings and Improvements	6,637
Total	7,487
Accumulated Depreciation	(1,308)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	43
850 Gainesville FL | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	16,151
Initial Cost to Company
Land	1,020
Buildings and Improvements	13,490
Gross Amount at Which Carried As of Year End
Land	1,020
Buildings and Improvements	13,090
Total	14,110
Accumulated Depreciation	(1,827)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1095 Gainesville FL | Senior housing
Initial Cost to Company
Land	1,221
Buildings and Improvements	12,226
Gross Amount at Which Carried As of Year End
Land	1,221
Buildings and Improvements	12,001
Total	13,222
Accumulated Depreciation	(1,575)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
490 Jacksonville FL | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	44,230
Initial Cost to Company
Land	3,250
Buildings and Improvements	25,936
Gross Amount at Which Carried As of Year End
Land	3,250
Buildings and Improvements	25,936
Total	29,186
Accumulated Depreciation	(7,225)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
1096 Jacksonville FL | Senior housing
Initial Cost to Company
Land	1,587
Buildings and Improvements	15,616
Gross Amount at Which Carried As of Year End
Land	1,587
Buildings and Improvements	15,298
Total	16,885
Accumulated Depreciation	(2,008)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
855 Lantana FL | Senior housing
Initial Cost to Company
Land	3,520
Buildings and Improvements	26,452
Gross Amount at Which Carried As of Year End
Land	3,520
Buildings and Improvements	25,652
Total	29,172
Accumulated Depreciation	(4,631)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	30
1968 Largo FL | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	60,593
Initial Cost to Company
Land	2,920
Buildings and Improvements	60,956
Costs Capitalized Subsequent to Acquisition	710
Gross Amount at Which Carried As of Year End
Land	2,920
Buildings and Improvements	61,665
Total	64,585
Accumulated Depreciation	(2,389)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	30
731 Ocoee FL | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	16,546
Initial Cost to Company
Land	2,096
Buildings and Improvements	9,322
Gross Amount at Which Carried As of Year End
Land	2,096
Buildings and Improvements	8,801
Total	10,897
Accumulated Depreciation	(1,467)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
859 Oviedo FL | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	8,603
Initial Cost to Company
Land	670
Buildings and Improvements	8,071
Gross Amount at Which Carried As of Year End
Land	670
Buildings and Improvements	7,971
Total	8,641
Accumulated Depreciation	(1,196)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
1970 Palm Beach Gardens FL | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	33,366
Initial Cost to Company
Land	4,820
Buildings and Improvements	32,047
Costs Capitalized Subsequent to Acquisition	1,082
Gross Amount at Which Carried As of Year End
Land	4,820
Buildings and Improvements	33,129
Total	37,949
Accumulated Depreciation	(1,318)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	30
1017 Palm Harbor FL | Senior housing
Initial Cost to Company
Land	1,462
Buildings and Improvements	16,774
Costs Capitalized Subsequent to Acquisition	500
Gross Amount at Which Carried As of Year End
Land	1,462
Buildings and Improvements	16,888
Total	18,350
Accumulated Depreciation	(2,234)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
190 Pinellas Park FL | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	3,979
Initial Cost to Company
Land	480
Buildings and Improvements	3,911
Gross Amount at Which Carried As of Year End
Land	480
Buildings and Improvements	3,911
Total	4,391
Accumulated Depreciation	(1,761)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
732 Port Orange FL | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	15,443
Initial Cost to Company
Land	2,340
Buildings and Improvements	9,898
Gross Amount at Which Carried As of Year End
Land	2,340
Buildings and Improvements	9,377
Total	11,717
Accumulated Depreciation	(1,563)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1971 Sarasota FL | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	27,937
Initial Cost to Company
Land	3,050
Buildings and Improvements	25,032
Costs Capitalized Subsequent to Acquisition	(335)
Gross Amount at Which Carried As of Year End
Land	3,050
Buildings and Improvements	24,697
Total	27,747
Accumulated Depreciation	(965)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	30
802 St. Augustine FL | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	14,819
Initial Cost to Company
Land	830
Buildings and Improvements	11,627
Gross Amount at Which Carried As of Year End
Land	830
Buildings and Improvements	11,227
Total	12,057
Accumulated Depreciation	(2,032)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
692 Sun City Center FL | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	9,884
Initial Cost to Company
Land	510
Buildings and Improvements	6,120
Gross Amount at Which Carried As of Year End
Land	510
Buildings and Improvements	5,865
Total	6,375
Accumulated Depreciation	(1,257)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
698 Sun City Center FL | Senior housing
Initial Cost to Company
Land	3,466
Buildings and Improvements	70,810
Gross Amount at Which Carried As of Year End
Land	3,466
Buildings and Improvements	69,750
Total	73,216
Accumulated Depreciation	(14,897)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	34
1097 Tallahassee FL | Senior housing
Initial Cost to Company
Land	1,331
Buildings and Improvements	19,039
Gross Amount at Which Carried As of Year End
Land	1,331
Buildings and Improvements	18,695
Total	20,026
Accumulated Depreciation	(2,454)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
224 Tampa FL | Senior housing
Initial Cost to Company
Land	600
Buildings and Improvements	5,566
Costs Capitalized Subsequent to Acquisition	686
Gross Amount at Which Carried As of Year End
Land	696
Buildings and Improvements	6,155
Total	6,851
Accumulated Depreciation	(1,677)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	45
849 Tampa FL | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	12,194
Initial Cost to Company
Land	800
Buildings and Improvements	11,340
Gross Amount at Which Carried As of Year End
Land	800
Buildings and Improvements	10,940
Total	11,740
Accumulated Depreciation	(1,527)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1257 Vero Beach FL | Senior housing
Initial Cost to Company
Land	2,035
Buildings and Improvements	34,993
Costs Capitalized Subsequent to Acquisition	201
Gross Amount at Which Carried As of Year End
Land	2,035
Buildings and Improvements	33,634
Total	35,669
Accumulated Depreciation	(4,411)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1605 Vero Beach FL | Senior housing
Initial Cost to Company
Land	700
Buildings and Improvements	16,234
Gross Amount at Which Carried As of Year End
Land	700
Buildings and Improvements	16,234
Total	16,934
Accumulated Depreciation	(592)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
1976 West Palm Beach FL | Senior housing
Initial Cost to Company
Land	990
Buildings and Improvements	2,431
Costs Capitalized Subsequent to Acquisition	494
Gross Amount at Which Carried As of Year End
Land	990
Buildings and Improvements	2,925
Total	3,915
Accumulated Depreciation	(107)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	30
1098 Alpharetta GA | Senior housing
Initial Cost to Company
Land	793
Buildings and Improvements	8,761
Costs Capitalized Subsequent to Acquisition	198
Gross Amount at Which Carried As of Year End
Land	793
Buildings and Improvements	8,673
Total	9,466
Accumulated Depreciation	(1,142)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1099 Atlanta GA | Senior housing
Initial Cost to Company
Land	687
Buildings and Improvements	5,507
Costs Capitalized Subsequent to Acquisition	228
Gross Amount at Which Carried As of Year End
Land	687
Buildings and Improvements	5,334
Total	6,021
Accumulated Depreciation	(704)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1169 Atlanta GA | Senior housing
Initial Cost to Company
Land	2,665
Buildings and Improvements	5,911
Costs Capitalized Subsequent to Acquisition	2
Gross Amount at Which Carried As of Year End
Land	2,665
Buildings and Improvements	5,643
Total	8,308
Accumulated Depreciation	(741)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1241 Lilburn GA | Senior housing
Initial Cost to Company
Land	907
Buildings and Improvements	17,340
Costs Capitalized Subsequent to Acquisition	7
Gross Amount at Which Carried As of Year End
Land	907
Buildings and Improvements	16,791
Total	17,698
Accumulated Depreciation	(2,204)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1112 Marietta GA | Senior housing
Initial Cost to Company
Land	894
Buildings and Improvements	6,944
Costs Capitalized Subsequent to Acquisition	325
Gross Amount at Which Carried As of Year End
Land	904
Buildings and Improvements	6,993
Total	7,897
Accumulated Depreciation	(912)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1088 Davenport IA | Senior housing
Initial Cost to Company
Land	511
Buildings and Improvements	8,039
Gross Amount at Which Carried As of Year End
Land	511
Buildings and Improvements	7,868
Total	8,379
Accumulated Depreciation	(1,033)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1093 Marion IA | Senior housing
Initial Cost to Company
Land	502
Buildings and Improvements	6,865
Gross Amount at Which Carried As of Year End
Land	502
Buildings and Improvements	6,713
Total	7,215
Accumulated Depreciation	(881)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1091 Bloomington IL | Senior housing
Initial Cost to Company
Land	798
Buildings and Improvements	13,091
Gross Amount at Which Carried As of Year End
Land	798
Buildings and Improvements	12,832
Total	13,630
Accumulated Depreciation	(1,684)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1587 Burr Ridge IL | Senior housing
Initial Cost to Company
Land	2,640
Buildings and Improvements	23,902
Costs Capitalized Subsequent to Acquisition	289
Gross Amount at Which Carried As of Year End
Land	2,640
Buildings and Improvements	24,190
Total	26,830
Accumulated Depreciation	(1,765)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	25
1089 Champaign IL | Senior housing
Initial Cost to Company
Land	101
Buildings and Improvements	4,207
Costs Capitalized Subsequent to Acquisition	1,592
Gross Amount at Which Carried As of Year End
Land	279
Buildings and Improvements	5,463
Total	5,742
Accumulated Depreciation	(554)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1157 Hoffman Estates IL | Senior housing
Initial Cost to Company
Land	1,701
Buildings and Improvements	12,037
Costs Capitalized Subsequent to Acquisition	133
Gross Amount at Which Carried As of Year End
Land	1,701
Buildings and Improvements	11,587
Total	13,288
Accumulated Depreciation	(1,529)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1090 Macomb IL | Senior housing
Initial Cost to Company
Land	81
Buildings and Improvements	6,062
Gross Amount at Which Carried As of Year End
Land	81
Buildings and Improvements	5,905
Total	5,986
Accumulated Depreciation	(775)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1143 Mt. Vernon IL | Senior housing
Initial Cost to Company
Land	296
Buildings and Improvements	15,935
Costs Capitalized Subsequent to Acquisition	3,562
Gross Amount at Which Carried As of Year End
Land	512
Buildings and Improvements	18,949
Total	19,461
Accumulated Depreciation	(2,171)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1969 Niles IL | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	31,979
Initial Cost to Company
Land	3,790
Buildings and Improvements	41,143
Costs Capitalized Subsequent to Acquisition	(739)
Gross Amount at Which Carried As of Year End
Land	3,790
Buildings and Improvements	40,404
Total	44,194
Accumulated Depreciation	(1,593)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	30
1005 Oak Park IL | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	26,271
Initial Cost to Company
Land	3,476
Buildings and Improvements	35,259
Gross Amount at Which Carried As of Year End
Land	3,476
Buildings and Improvements	34,713
Total	38,189
Accumulated Depreciation	(4,011)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1961 Olympia Fields IL | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	36,139
Initial Cost to Company
Land	4,120
Buildings and Improvements	25,892
Costs Capitalized Subsequent to Acquisition	(1,030)
Gross Amount at Which Carried As of Year End
Land	4,120
Buildings and Improvements	24,862
Total	28,982
Accumulated Depreciation	(1,036)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	30
1162 Orland Park IL | Senior housing
Initial Cost to Company
Land	2,623
Buildings and Improvements	23,154
Costs Capitalized Subsequent to Acquisition	10
Gross Amount at Which Carried As of Year End
Land	2,623
Buildings and Improvements	22,534
Total	25,157
Accumulated Depreciation	(2,958)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1092 Peoria IL | Senior housing
Initial Cost to Company
Land	404
Buildings and Improvements	10,050
Gross Amount at Which Carried As of Year End
Land	404
Buildings and Improvements	9,840
Total	10,244
Accumulated Depreciation	(1,292)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1588 Prospect Heights IL | Senior housing
Initial Cost to Company
Land	2,680
Buildings and Improvements	20,299
Costs Capitalized Subsequent to Acquisition	474
Gross Amount at Which Carried As of Year End
Land	2,680
Buildings and Improvements	20,774
Total	23,454
Accumulated Depreciation	(1,540)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	25
1952 Vernon Hills IL | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	53,035
Initial Cost to Company
Land	4,900
Buildings and Improvements	42,546
Costs Capitalized Subsequent to Acquisition	1,273
Gross Amount at Which Carried As of Year End
Land	4,900
Buildings and Improvements	43,819
Total	48,719
Accumulated Depreciation	(1,628)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	30
1237 Wilmette IL | Senior housing
Initial Cost to Company
Land	1,100
Buildings and Improvements	9,373
Gross Amount at Which Carried As of Year End
Land	1,100
Buildings and Improvements	9,149
Total	10,249
Accumulated Depreciation	(1,201)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
379 Evansville IN | Senior housing
Initial Cost to Company
Land	500
Buildings and Improvements	9,302
Gross Amount at Which Carried As of Year End
Land	500
Buildings and Improvements	7,762
Total	8,262
Accumulated Depreciation	(2,068)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	45
457 Jasper IN | Senior housing
Initial Cost to Company
Land	165
Buildings and Improvements	5,952
Costs Capitalized Subsequent to Acquisition	359
Gross Amount at Which Carried As of Year End
Land	165
Buildings and Improvements	6,311
Total	6,476
Accumulated Depreciation	(1,899)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
1144 Indianapolis IN | Senior housing
Initial Cost to Company
Land	1,197
Buildings and Improvements	7,718
Gross Amount at Which Carried As of Year End
Land	1,197
Buildings and Improvements	7,486
Total	8,683
Accumulated Depreciation	(983)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1145 Indianapolis IN | Senior housing
Initial Cost to Company
Land	1,144
Buildings and Improvements	8,261
Costs Capitalized Subsequent to Acquisition	7,371
Gross Amount at Which Carried As of Year End
Land	1,144
Buildings and Improvements	15,399
Total	16,543
Accumulated Depreciation	(1,600)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1146 West Lafayette IN | Senior housing
Initial Cost to Company
Land	813
Buildings and Improvements	10,876
Gross Amount at Which Carried As of Year End
Land	813
Buildings and Improvements	10,626
Total	11,439
Accumulated Depreciation	(1,395)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1170 Edgewood KY | Senior housing
Initial Cost to Company
Land	1,868
Buildings and Improvements	4,934
Gross Amount at Which Carried As of Year End
Land	1,868
Buildings and Improvements	4,504
Total	6,372
Accumulated Depreciation	(591)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
697 Lexington KY | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	8,010
Initial Cost to Company
Land	2,093
Buildings and Improvements	16,917
Gross Amount at Which Carried As of Year End
Land	2,093
Buildings and Improvements	16,299
Total	18,392
Accumulated Depreciation	(4,072)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	30
1105 Middletown KY | Senior housing
Initial Cost to Company
Land	1,499
Buildings and Improvements	26,252
Costs Capitalized Subsequent to Acquisition	240
Gross Amount at Which Carried As of Year End
Land	1,513
Buildings and Improvements	25,868
Total	27,381
Accumulated Depreciation	(3,384)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1013 Danvers MA | Senior housing
Initial Cost to Company
Land	4,616
Buildings and Improvements	30,692
Costs Capitalized Subsequent to Acquisition	243
Gross Amount at Which Carried As of Year End
Land	4,621
Buildings and Improvements	30,344
Total	34,965
Accumulated Depreciation	(3,984)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1151 Dartmouth MA | Senior housing
Initial Cost to Company
Land	3,145
Buildings and Improvements	6,880
Gross Amount at Which Carried As of Year End
Land	3,145
Buildings and Improvements	6,632
Total	9,777
Accumulated Depreciation	(870)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1012 Dedham MA | Senior housing
Initial Cost to Company
Land	3,930
Buildings and Improvements	21,340
Costs Capitalized Subsequent to Acquisition	267
Gross Amount at Which Carried As of Year End
Land	3,930
Buildings and Improvements	21,032
Total	24,962
Accumulated Depreciation	(2,745)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1158 Plymouth MA | Senior housing
Initial Cost to Company
Land	2,434
Buildings and Improvements	9,027
Gross Amount at Which Carried As of Year End
Land	2,434
Buildings and Improvements	8,550
Total	10,984
Accumulated Depreciation	(1,122)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1011 Baltimore MD | Senior housing
Initial Cost to Company
Land	1,416
Buildings and Improvements	8,854
Costs Capitalized Subsequent to Acquisition	288
Gross Amount at Which Carried As of Year End
Land	1,416
Buildings and Improvements	8,681
Total	10,097
Accumulated Depreciation	(1,146)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1153 Baltimore MD | Senior housing
Initial Cost to Company
Land	1,684
Buildings and Improvements	18,889
Gross Amount at Which Carried As of Year End
Land	1,684
Buildings and Improvements	18,466
Total	20,150
Accumulated Depreciation	(2,424)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1249 Frederick MD | Senior housing
Initial Cost to Company
Land	609
Buildings and Improvements	9,158
Costs Capitalized Subsequent to Acquisition	77
Gross Amount at Which Carried As of Year End
Land	609
Buildings and Improvements	8,991
Total	9,600
Accumulated Depreciation	(1,175)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
281 Westminster MD | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	15,497
Initial Cost to Company
Land	768
Buildings and Improvements	5,251
Gross Amount at Which Carried As of Year End
Land	768
Buildings and Improvements	4,853
Total	5,621
Accumulated Depreciation	(1,337)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	45
546 Cape Elizabeth ME | Senior housing
Initial Cost to Company
Land	630
Buildings and Improvements	3,524
Costs Capitalized Subsequent to Acquisition	93
Gross Amount at Which Carried As of Year End
Land	630
Buildings and Improvements	3,617
Total	4,247
Accumulated Depreciation	(794)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
545 Saco ME | Senior housing
Initial Cost to Company
Land	80
Buildings and Improvements	2,363
Costs Capitalized Subsequent to Acquisition	155
Gross Amount at Which Carried As of Year End
Land	80
Buildings and Improvements	2,518
Total	2,598
Accumulated Depreciation	(548)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1258 Auburn Hills MI | Senior housing
Initial Cost to Company
Land	2,281
Buildings and Improvements	10,692
Gross Amount at Which Carried As of Year End
Land	2,281
Buildings and Improvements	10,692
Total	12,973
Accumulated Depreciation	(1,403)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1248 Farmington Hills MI | Senior housing
Initial Cost to Company
Land	1,013
Buildings and Improvements	12,119
Costs Capitalized Subsequent to Acquisition	291
Gross Amount at Which Carried As of Year End
Land	1,013
Buildings and Improvements	12,066
Total	13,079
Accumulated Depreciation	(1,557)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
696 Holland MI | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	42,035
Initial Cost to Company
Land	787
Buildings and Improvements	51,410
Gross Amount at Which Carried As of Year End
Land	787
Buildings and Improvements	50,172
Total	50,959
Accumulated Depreciation	(12,572)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	29
1094 Portage MI | Senior housing
Initial Cost to Company
Land	100
Buildings and Improvements	5,700
Costs Capitalized Subsequent to Acquisition	4,617
Gross Amount at Which Carried As of Year End
Land	100
Buildings and Improvements	9,950
Total	10,050
Accumulated Depreciation	(1,155)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
472 Sterling Heights MI | Senior housing
Initial Cost to Company
Land	920
Buildings and Improvements	7,326
Gross Amount at Which Carried As of Year End
Land	920
Buildings and Improvements	7,326
Total	8,246
Accumulated Depreciation	(2,163)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
1259 Sterling Heights MI | Senior housing
Initial Cost to Company
Land	1,593
Buildings and Improvements	11,500
Gross Amount at Which Carried As of Year End
Land	1,593
Buildings and Improvements	11,181
Total	12,774
Accumulated Depreciation	(1,468)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1235 Des Peres MO | Senior housing
Initial Cost to Company
Land	4,361
Buildings and Improvements	20,664
Gross Amount at Which Carried As of Year End
Land	4,361
Buildings and Improvements	20,046
Total	24,407
Accumulated Depreciation	(2,631)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1236 Richmond Heights MO | Senior housing
Initial Cost to Company
Land	1,744
Buildings and Improvements	24,232
Gross Amount at Which Carried As of Year End
Land	1,744
Buildings and Improvements	23,548
Total	25,292
Accumulated Depreciation	(3,091)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
853 St. Louis MO | Senior housing
Initial Cost to Company
Land	2,500
Buildings and Improvements	20,343
Gross Amount at Which Carried As of Year End
Land	2,500
Buildings and Improvements	19,853
Total	22,353
Accumulated Depreciation	(3,695)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	30
842 Great Falls MT | Senior housing
Initial Cost to Company
Land	500
Buildings and Improvements	5,683
Gross Amount at Which Carried As of Year End
Land	500
Buildings and Improvements	5,423
Total	5,923
Accumulated Depreciation	(791)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
878 Charlotte NC | Senior housing
Initial Cost to Company
Land	710
Buildings and Improvements	9,559
Gross Amount at Which Carried As of Year End
Land	710
Buildings and Improvements	9,159
Total	9,869
Accumulated Depreciation	(1,164)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1584 Charlotte NC | Senior housing
Initial Cost to Company
Land	2,052
Buildings and Improvements	6,557
Gross Amount at Which Carried As of Year End
Land	2,052
Buildings and Improvements	6,557
Total	8,609
Accumulated Depreciation	(419)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1119 Concord NC | Senior housing
Initial Cost to Company
Land	601
Buildings and Improvements	7,615
Costs Capitalized Subsequent to Acquisition	166
Gross Amount at Which Carried As of Year End
Land	612
Buildings and Improvements	7,546
Total	8,158
Accumulated Depreciation	(983)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1254 Raleigh NC | Senior housing
Initial Cost to Company
Land	1,191
Buildings and Improvements	11,532
Costs Capitalized Subsequent to Acquisition	54
Gross Amount at Which Carried As of Year End
Land	1,191
Buildings and Improvements	11,300
Total	12,491
Accumulated Depreciation	(1,482)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1599 Cherry Hill NJ | Senior housing
Initial Cost to Company
Land	2,420
Buildings and Improvements	11,042
Gross Amount at Which Carried As of Year End
Land	2,420
Buildings and Improvements	11,042
Total	13,462
Accumulated Depreciation	(754)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	25
1239 Cresskill NJ | Senior housing
Initial Cost to Company
Land	4,684
Buildings and Improvements	53,927
Costs Capitalized Subsequent to Acquisition	22
Gross Amount at Which Carried As of Year End
Land	4,684
Buildings and Improvements	52,963
Total	57,647
Accumulated Depreciation	(6,951)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
734 Hillsborough NJ | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	15,986
Initial Cost to Company
Land	1,042
Buildings and Improvements	10,042
Gross Amount at Which Carried As of Year End
Land	1,042
Buildings and Improvements	9,576
Total	10,618
Accumulated Depreciation	(1,596)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1242 Madison NJ | Senior housing
Initial Cost to Company
Land	3,157
Buildings and Improvements	19,909
Costs Capitalized Subsequent to Acquisition	25
Gross Amount at Which Carried As of Year End
Land	3,157
Buildings and Improvements	19,348
Total	22,505
Accumulated Depreciation	(2,538)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
733 Manahawkin NJ | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	13,947
Initial Cost to Company
Land	921
Buildings and Improvements	9,927
Gross Amount at Which Carried As of Year End
Land	921
Buildings and Improvements	9,461
Total	10,382
Accumulated Depreciation	(1,577)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1014 Paramus NJ | Senior housing
Initial Cost to Company
Land	4,280
Buildings and Improvements	31,684
Costs Capitalized Subsequent to Acquisition	207
Gross Amount at Which Carried As of Year End
Land	4,280
Buildings and Improvements	31,191
Total	35,471
Accumulated Depreciation	(4,094)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1231 Saddle River NJ | Senior housing
Initial Cost to Company
Land	1,784
Buildings and Improvements	15,625
Costs Capitalized Subsequent to Acquisition	57
Gross Amount at Which Carried As of Year End
Land	1,784
Buildings and Improvements	15,238
Total	17,022
Accumulated Depreciation	(1,999)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
245 Voorhees Township NJ | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	8,654
Initial Cost to Company
Land	900
Buildings and Improvements	7,629
Gross Amount at Which Carried As of Year End
Land	900
Buildings and Improvements	7,629
Total	8,529
Accumulated Depreciation	(2,130)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	45
213 Albuquerque NM | Senior housing
Initial Cost to Company
Land	767
Buildings and Improvements	9,324
Gross Amount at Which Carried As of Year End
Land	767
Buildings and Improvements	8,826
Total	9,593
Accumulated Depreciation	(2,864)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	45
796 Las Vegas NV | Senior housing
Initial Cost to Company
Land	1,960
Buildings and Improvements	5,816
Gross Amount at Which Carried As of Year End
Land	1,960
Buildings and Improvements	5,426
Total	7,386
Accumulated Depreciation	(871)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1252 Brooklyn NY | Senior housing
Initial Cost to Company
Land	8,117
Buildings and Improvements	23,627
Costs Capitalized Subsequent to Acquisition	446
Gross Amount at Which Carried As of Year End
Land	8,117
Buildings and Improvements	23,498
Total	31,615
Accumulated Depreciation	(3,117)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1256 Sheepshead Bay NY | Senior housing
Initial Cost to Company
Land	5,215
Buildings and Improvements	39,052
Costs Capitalized Subsequent to Acquisition	72
Gross Amount at Which Carried As of Year End
Land	5,215
Buildings and Improvements	38,273
Total	43,488
Accumulated Depreciation	(5,020)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
473 Cincinnati OH | Senior housing
Initial Cost to Company
Land	600
Buildings and Improvements	4,428
Gross Amount at Which Carried As of Year End
Land	600
Buildings and Improvements	4,428
Total	5,028
Accumulated Depreciation	(1,307)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
841 Columbus OH | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	6,565
Initial Cost to Company
Land	970
Buildings and Improvements	7,806
Costs Capitalized Subsequent to Acquisition	1,023
Gross Amount at Which Carried As of Year End
Land	970
Buildings and Improvements	8,438
Total	9,408
Accumulated Depreciation	(1,182)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
857 Fairborn OH | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	6,739
Initial Cost to Company
Land	810
Buildings and Improvements	8,311
Gross Amount at Which Carried As of Year End
Land	810
Buildings and Improvements	8,011
Total	8,821
Accumulated Depreciation	(1,239)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	36
1147 Fairborn OH | Senior housing
Initial Cost to Company
Land	298
Buildings and Improvements	10,704
Costs Capitalized Subsequent to Acquisition	3,068
Gross Amount at Which Carried As of Year End
Land	298
Buildings and Improvements	13,541
Total	13,839
Accumulated Depreciation	(1,637)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1386 Marietta OH | Senior housing
Initial Cost to Company
Land	1,069
Buildings and Improvements	11,435
Gross Amount at Which Carried As of Year End
Land	1,069
Buildings and Improvements	11,435
Total	12,504
Accumulated Depreciation	(1,449)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1253 Poland OH | Senior housing
Initial Cost to Company
Land	695
Buildings and Improvements	10,444
Costs Capitalized Subsequent to Acquisition	7
Gross Amount at Which Carried As of Year End
Land	695
Buildings and Improvements	10,113
Total	10,808
Accumulated Depreciation	(1,328)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1159 Willoughby OH | Senior housing
Initial Cost to Company
Land	1,177
Buildings and Improvements	9,982
Gross Amount at Which Carried As of Year End
Land	1,177
Buildings and Improvements	9,577
Total	10,754
Accumulated Depreciation	(1,257)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1171 Oklahoma City OK | Senior housing
Initial Cost to Company
Land	801
Buildings and Improvements	4,904
Costs Capitalized Subsequent to Acquisition	12
Gross Amount at Which Carried As of Year End
Land	801
Buildings and Improvements	4,533
Total	5,334
Accumulated Depreciation	(595)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1160 Tulsa OK | Senior housing
Initial Cost to Company
Land	1,115
Buildings and Improvements	11,028
Gross Amount at Which Carried As of Year End
Land	1,115
Buildings and Improvements	10,340
Total	11,455
Accumulated Depreciation	(1,357)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1967 Cumberland RI | Senior housing
Initial Cost to Company
Land	2,630
Buildings and Improvements	18,825
Costs Capitalized Subsequent to Acquisition	225
Gross Amount at Which Carried As of Year End
Land	2,630
Buildings and Improvements	19,050
Total	21,680
Accumulated Depreciation	(741)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	30
1959 East Providence RI | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	18,330
Initial Cost to Company
Land	1,890
Buildings and Improvements	14,387
Costs Capitalized Subsequent to Acquisition	(781)
Gross Amount at Which Carried As of Year End
Land	1,890
Buildings and Improvements	13,606
Total	15,496
Accumulated Depreciation	(563)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	30
1960 Greenwich RI | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	10,039
Initial Cost to Company
Land	450
Buildings and Improvements	8,381
Costs Capitalized Subsequent to Acquisition	(220)
Gross Amount at Which Carried As of Year End
Land	450
Buildings and Improvements	8,161
Total	8,611
Accumulated Depreciation	(370)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	30
1972 Smithfield RI | Senior housing
Initial Cost to Company
Land	1,250
Buildings and Improvements	17,442
Costs Capitalized Subsequent to Acquisition	423
Gross Amount at Which Carried As of Year End
Land	1,250
Buildings and Improvements	17,864
Total	19,114
Accumulated Depreciation	(727)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	30
1973 South Kingstown RI | Senior housing
Initial Cost to Company
Land	1,390
Buildings and Improvements	13,150
Costs Capitalized Subsequent to Acquisition	(583)
Gross Amount at Which Carried As of Year End
Land	1,390
Buildings and Improvements	12,567
Total	13,957
Accumulated Depreciation	(499)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	30
1975 Tiverton RI | Senior housing
Initial Cost to Company
Land	3,240
Buildings and Improvements	25,735
Costs Capitalized Subsequent to Acquisition	18
Gross Amount at Which Carried As of Year End
Land	3,240
Buildings and Improvements	25,753
Total	28,993
Accumulated Depreciation	(991)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	30
1962 Warwick RI | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	17,936
Initial Cost to Company
Land	1,050
Buildings and Improvements	16,564
Costs Capitalized Subsequent to Acquisition	(1,401)
Gross Amount at Which Carried As of Year End
Land	1,050
Buildings and Improvements	15,162
Total	16,212
Accumulated Depreciation	(691)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	30
1163 Haverford PA | Senior housing
Initial Cost to Company
Land	16,461
Buildings and Improvements	108,816
Costs Capitalized Subsequent to Acquisition	1,241
Gross Amount at Which Carried As of Year End
Land	16,461
Buildings and Improvements	108,445
Total	124,906
Accumulated Depreciation	(14,139)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1104 Aiken SC | Senior housing
Initial Cost to Company
Land	357
Buildings and Improvements	14,832
Costs Capitalized Subsequent to Acquisition	151
Gross Amount at Which Carried As of Year End
Land	363
Buildings and Improvements	14,471
Total	14,834
Accumulated Depreciation	(1,901)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1100 Charleston SC | Senior housing
Initial Cost to Company
Land	885
Buildings and Improvements	14,124
Costs Capitalized Subsequent to Acquisition	292
Gross Amount at Which Carried As of Year End
Land	896
Buildings and Improvements	14,075
Total	14,971
Accumulated Depreciation	(1,831)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1109 Columbia SC | Senior housing
Initial Cost to Company
Land	408
Buildings and Improvements	7,527
Costs Capitalized Subsequent to Acquisition	131
Gross Amount at Which Carried As of Year End
Land	412
Buildings and Improvements	7,458
Total	7,870
Accumulated Depreciation	(978)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
306 Georgetown SC | Senior housing
Initial Cost to Company
Land	239
Buildings and Improvements	3,008
Gross Amount at Which Carried As of Year End
Land	239
Buildings and Improvements	3,008
Total	3,247
Accumulated Depreciation	(837)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	45
879 Greenville SC | Senior housing
Initial Cost to Company
Land	1,090
Buildings and Improvements	12,558
Gross Amount at Which Carried As of Year End
Land	1,090
Buildings and Improvements	12,058
Total	13,148
Accumulated Depreciation	(1,532)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1172 Greenville SC | Senior housing
Initial Cost to Company
Land	993
Buildings and Improvements	16,314
Costs Capitalized Subsequent to Acquisition	43
Gross Amount at Which Carried As of Year End
Land	993
Buildings and Improvements	15,457
Total	16,450
Accumulated Depreciation	(2,030)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
305 Lancaster SC | Senior housing
Initial Cost to Company
Land	84
Buildings and Improvements	2,982
Gross Amount at Which Carried As of Year End
Land	84
Buildings and Improvements	2,982
Total	3,066
Accumulated Depreciation	(745)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	45
880 Myrtle Beach SC | Senior housing
Initial Cost to Company
Land	900
Buildings and Improvements	10,913
Gross Amount at Which Carried As of Year End
Land	900
Buildings and Improvements	10,513
Total	11,413
Accumulated Depreciation	(1,336)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
312 Rock Hill SC | Senior housing
Initial Cost to Company
Land	203
Buildings and Improvements	2,671
Gross Amount at Which Carried As of Year End
Land	203
Buildings and Improvements	2,671
Total	2,874
Accumulated Depreciation	(722)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	45
1113 Rock Hill SC | Senior housing
Initial Cost to Company
Land	695
Buildings and Improvements	4,119
Costs Capitalized Subsequent to Acquisition	322
Gross Amount at Which Carried As of Year End
Land	795
Buildings and Improvements	4,126
Total	4,921
Accumulated Depreciation	(560)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
313 Sumter SC | Senior housing
Initial Cost to Company
Land	196
Buildings and Improvements	2,623
Gross Amount at Which Carried As of Year End
Land	196
Buildings and Improvements	2,623
Total	2,819
Accumulated Depreciation	(730)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	45
1003 Nashville TN | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	11,252
Initial Cost to Company
Land	812
Buildings and Improvements	16,983
Gross Amount at Which Carried As of Year End
Land	812
Buildings and Improvements	16,235
Total	17,047
Accumulated Depreciation	(1,876)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
860 Oak Ridge TN | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	8,627
Initial Cost to Company
Land	500
Buildings and Improvements	4,741
Gross Amount at Which Carried As of Year End
Land	500
Buildings and Improvements	4,641
Total	5,141
Accumulated Depreciation	(696)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
843 Abilene TX | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	1,873
Initial Cost to Company
Land	300
Buildings and Improvements	2,830
Gross Amount at Which Carried As of Year End
Land	300
Buildings and Improvements	2,710
Total	3,010
Accumulated Depreciation	(379)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	39
1004 Arlington TX | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	14,398
Initial Cost to Company
Land	2,002
Buildings and Improvements	19,110
Gross Amount at Which Carried As of Year End
Land	2,002
Buildings and Improvements	18,729
Total	20,731
Accumulated Depreciation	(2,164)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1116 Arlington TX | Senior housing
Initial Cost to Company
Land	2,494
Buildings and Improvements	12,192
Costs Capitalized Subsequent to Acquisition	249
Gross Amount at Which Carried As of Year End
Land	2,540
Buildings and Improvements	11,873
Total	14,413
Accumulated Depreciation	(1,549)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
511 Austin TX | Senior housing
Initial Cost to Company
Land	2,960
Buildings and Improvements	41,645
Gross Amount at Which Carried As of Year End
Land	2,960
Buildings and Improvements	41,645
Total	44,605
Accumulated Depreciation	(11,452)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	30
1589 Austin TX | Senior housing
Initial Cost to Company
Land	2,860
Buildings and Improvements	17,358
Costs Capitalized Subsequent to Acquisition	497
Gross Amount at Which Carried As of Year End
Land	2,860
Buildings and Improvements	17,855
Total	20,715
Accumulated Depreciation	(1,371)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	25
202 Beaumont TX | Senior housing
Initial Cost to Company
Land	145
Buildings and Improvements	10,404
Gross Amount at Which Carried As of Year End
Land	145
Buildings and Improvements	10,020
Total	10,165
Accumulated Depreciation	(3,326)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	45
844 Burleson TX | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	4,279
Initial Cost to Company
Land	1,050
Buildings and Improvements	5,242
Gross Amount at Which Carried As of Year End
Land	1,050
Buildings and Improvements	4,902
Total	5,952
Accumulated Depreciation	(684)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
848 Cedar Hill TX | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	8,925
Initial Cost to Company
Land	1,070
Buildings and Improvements	11,554
Gross Amount at Which Carried As of Year End
Land	1,070
Buildings and Improvements	11,104
Total	12,174
Accumulated Depreciation	(1,550)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1325 Cedar Hill TX | Senior housing
Initial Cost to Company
Land	440
Buildings and Improvements	7,494
Gross Amount at Which Carried As of Year End
Land	440
Buildings and Improvements	7,494
Total	7,934
Accumulated Depreciation	(1,322)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
513 Fort Worth TX | Senior housing
Initial Cost to Company
Land	2,830
Buildings and Improvements	50,832
Gross Amount at Which Carried As of Year End
Land	2,830
Buildings and Improvements	50,832
Total	53,662
Accumulated Depreciation	(13,979)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	30
506 Friendswood TX | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	23,013
Initial Cost to Company
Land	400
Buildings and Improvements	7,354
Gross Amount at Which Carried As of Year End
Land	400
Buildings and Improvements	7,354
Total	7,754
Accumulated Depreciation	(1,553)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	45
217 Houston TX | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	11,669
Initial Cost to Company
Land	835
Buildings and Improvements	7,195
Gross Amount at Which Carried As of Year End
Land	835
Buildings and Improvements	7,195
Total	8,030
Accumulated Depreciation	(2,210)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	45
491 Houston TX | Senior housing
Initial Cost to Company
Land	2,470
Buildings and Improvements	21,710
Costs Capitalized Subsequent to Acquisition	750
Gross Amount at Which Carried As of Year End
Land	2,470
Buildings and Improvements	22,460
Total	24,930
Accumulated Depreciation	(6,241)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
1106 Houston TX | Senior housing
Initial Cost to Company
Land	1,008
Buildings and Improvements	15,333
Costs Capitalized Subsequent to Acquisition	183
Gross Amount at Which Carried As of Year End
Land	1,020
Buildings and Improvements	15,098
Total	16,118
Accumulated Depreciation	(1,973)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1111 Houston TX | Senior housing
Initial Cost to Company
Land	1,877
Buildings and Improvements	25,372
Costs Capitalized Subsequent to Acquisition	247
Gross Amount at Which Carried As of Year End
Land	1,959
Buildings and Improvements	24,490
Total	26,449
Accumulated Depreciation	(3,210)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1955 Houston TX | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	60,239
Initial Cost to Company
Land	9,820
Buildings and Improvements	60,254
Costs Capitalized Subsequent to Acquisition	3,623
Gross Amount at Which Carried As of Year End
Land	9,820
Buildings and Improvements	63,877
Total	73,697
Accumulated Depreciation	(2,460)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	30
1956 Houston TX | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	11,504
Initial Cost to Company
Land	4,450
Buildings and Improvements	22,569
Costs Capitalized Subsequent to Acquisition	(71)
Gross Amount at Which Carried As of Year End
Land	4,450
Buildings and Improvements	22,497
Total	26,947
Accumulated Depreciation	(1,070)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	30
1957 Houston TX | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	39,560
Initial Cost to Company
Land	8,170
Buildings and Improvements	39,730
Costs Capitalized Subsequent to Acquisition	(710)
Gross Amount at Which Carried As of Year End
Land	8,170
Buildings and Improvements	39,021
Total	47,191
Accumulated Depreciation	(1,574)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	30
1958 Houston TX | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	36,425
Initial Cost to Company
Land	2,910
Buildings and Improvements	30,362
Costs Capitalized Subsequent to Acquisition	(400)
Gross Amount at Which Carried As of Year End
Land	2,910
Buildings and Improvements	29,963
Total	32,873
Accumulated Depreciation	(1,283)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	30
820 Irving TX | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	10,863
Initial Cost to Company
Land	710
Buildings and Improvements	9,949
Gross Amount at Which Carried As of Year End
Land	710
Buildings and Improvements	9,359
Total	10,069
Accumulated Depreciation	(1,604)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
845 North Richland Hills TX | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	3,120
Initial Cost to Company
Land	520
Buildings and Improvements	5,117
Gross Amount at Which Carried As of Year End
Land	520
Buildings and Improvements	4,807
Total	5,327
Accumulated Depreciation	(671)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
846 North Richland Hills TX | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	6,769
Initial Cost to Company
Land	870
Buildings and Improvements	9,259
Gross Amount at Which Carried As of Year End
Land	870
Buildings and Improvements	8,819
Total	9,689
Accumulated Depreciation	(1,407)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
1102 Plano TX | Senior housing
Initial Cost to Company
Land	494
Buildings and Improvements	12,518
Costs Capitalized Subsequent to Acquisition	145
Gross Amount at Which Carried As of Year End
Land	505
Buildings and Improvements	12,247
Total	12,752
Accumulated Depreciation	(1,601)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
494 San Antonio TX | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	7,898
Initial Cost to Company
Land	730
Buildings and Improvements	3,961
Gross Amount at Which Carried As of Year End
Land	730
Buildings and Improvements	3,961
Total	4,691
Accumulated Depreciation	(858)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	45
1590 San Antonio TX | Senior housing
Initial Cost to Company
Land	2,860
Buildings and Improvements	17,030
Costs Capitalized Subsequent to Acquisition	282
Gross Amount at Which Carried As of Year End
Land	2,860
Buildings and Improvements	17,312
Total	20,172
Accumulated Depreciation	(1,353)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	25
1954 Sugar Land TX | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	38,958
Initial Cost to Company
Land	3,420
Buildings and Improvements	32,197
Costs Capitalized Subsequent to Acquisition	(1,084)
Gross Amount at Which Carried As of Year End
Land	3,420
Buildings and Improvements	31,113
Total	34,533
Accumulated Depreciation	(1,278)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	30
1103 The Woodlands TX | Senior housing
Initial Cost to Company
Land	802
Buildings and Improvements	17,358
Costs Capitalized Subsequent to Acquisition	228
Gross Amount at Which Carried As of Year End
Land	869
Buildings and Improvements	17,071
Total	17,940
Accumulated Depreciation	(2,235)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
195 Victoria TX | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	12,782
Initial Cost to Company
Land	175
Buildings and Improvements	4,290
Costs Capitalized Subsequent to Acquisition	3,101
Gross Amount at Which Carried As of Year End
Land	175
Buildings and Improvements	7,018
Total	7,193
Accumulated Depreciation	(1,680)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	43
847 Waxahachie TX | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	2,148
Initial Cost to Company
Land	390
Buildings and Improvements	3,879
Gross Amount at Which Carried As of Year End
Land	390
Buildings and Improvements	3,659
Total	4,049
Accumulated Depreciation	(511)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1953 Webster TX | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	37,224
Initial Cost to Company
Land	4,780
Buildings and Improvements	31,057
Costs Capitalized Subsequent to Acquisition	(134)
Gross Amount at Which Carried As of Year End
Land	4,780
Buildings and Improvements	30,923
Total	35,703
Accumulated Depreciation	(1,235)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	30
1161 Salt Lake City UT | Senior housing
Initial Cost to Company
Land	2,621
Buildings and Improvements	22,072
Costs Capitalized Subsequent to Acquisition	35
Gross Amount at Which Carried As of Year End
Land	2,621
Buildings and Improvements	21,152
Total	23,773
Accumulated Depreciation	(2,777)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1015 Arlington VA | Senior housing
Initial Cost to Company
Land	4,320
Buildings and Improvements	19,567
Costs Capitalized Subsequent to Acquisition	455
Gross Amount at Which Carried As of Year End
Land	4,320
Buildings and Improvements	19,445
Total	23,765
Accumulated Depreciation	(2,557)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1244 Arlington VA | Senior housing
Initial Cost to Company
Land	3,833
Buildings and Improvements	7,076
Costs Capitalized Subsequent to Acquisition	60
Gross Amount at Which Carried As of Year End
Land	3,833
Buildings and Improvements	6,899
Total	10,732
Accumulated Depreciation	(899)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1245 Arlington VA | Senior housing
Initial Cost to Company
Land	7,278
Buildings and Improvements	37,407
Costs Capitalized Subsequent to Acquisition	224
Gross Amount at Which Carried As of Year End
Land	7,278
Buildings and Improvements	36,746
Total	44,024
Accumulated Depreciation	(4,817)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
881 Chesapeake VA | Senior housing
Initial Cost to Company
Land	1,090
Buildings and Improvements	12,444
Gross Amount at Which Carried As of Year End
Land	1,090
Buildings and Improvements	11,944
Total	13,034
Accumulated Depreciation	(1,518)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1247 Falls Church VA | Senior housing
Initial Cost to Company
Land	2,228
Buildings and Improvements	8,887
Costs Capitalized Subsequent to Acquisition	116
Gross Amount at Which Carried As of Year End
Land	2,228
Buildings and Improvements	8,788
Total	11,016
Accumulated Depreciation	(1,152)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1164 Fort Belvoir VA | Senior housing
Initial Cost to Company
Land	11,594
Buildings and Improvements	99,528
Costs Capitalized Subsequent to Acquisition	6,189
Gross Amount at Which Carried As of Year End
Land	11,594
Buildings and Improvements	103,719
Total	115,313
Accumulated Depreciation	(13,824)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1250 Leesburg VA | Senior housing
Initial Cost to Company
Land	607
Buildings and Improvements	3,236
Costs Capitalized Subsequent to Acquisition	60
Gross Amount at Which Carried As of Year End
Land	607
Buildings and Improvements	3,150
Total	3,757
Accumulated Depreciation	(1,218)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
1016 Richmond VA | Senior housing
Initial Cost to Company
Land	2,110
Buildings and Improvements	11,469
Costs Capitalized Subsequent to Acquisition	281
Gross Amount at Which Carried As of Year End
Land	2,110
Buildings and Improvements	11,324
Total	13,434
Accumulated Depreciation	(1,471)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1246 Sterling VA | Senior housing
Initial Cost to Company
Land	2,360
Buildings and Improvements	22,932
Costs Capitalized Subsequent to Acquisition	199
Gross Amount at Which Carried As of Year End
Land	2,360
Buildings and Improvements	22,618
Total	24,978
Accumulated Depreciation	(2,968)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
225 Woodbridge VA | Senior housing
Initial Cost to Company
Land	950
Buildings and Improvements	6,983
Gross Amount at Which Carried As of Year End
Land	950
Buildings and Improvements	6,983
Total	7,933
Accumulated Depreciation	(2,057)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	45
1173 Bellevue WA | Senior housing
Initial Cost to Company
Land	3,734
Buildings and Improvements	16,171
Costs Capitalized Subsequent to Acquisition	8
Gross Amount at Which Carried As of Year End
Land	3,734
Buildings and Improvements	15,614
Total	19,348
Accumulated Depreciation	(2,050)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1240 Edmonds WA | Senior housing
Initial Cost to Company
Land	1,418
Buildings and Improvements	16,502
Costs Capitalized Subsequent to Acquisition	30
Gross Amount at Which Carried As of Year End
Land	1,418
Buildings and Improvements	16,062
Total	17,480
Accumulated Depreciation	(2,107)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
797 Kirkland WA | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	5,234
Initial Cost to Company
Land	1,000
Buildings and Improvements	13,403
Gross Amount at Which Carried As of Year End
Land	1,000
Buildings and Improvements	13,043
Total	14,043
Accumulated Depreciation	(2,092)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1174 Lynnwood WA | Senior housing
Initial Cost to Company
Land	1,203
Buildings and Improvements	7,415
Costs Capitalized Subsequent to Acquisition	12
Gross Amount at Which Carried As of Year End
Land	1,203
Buildings and Improvements	7,427
Total	8,630
Accumulated Depreciation	(975)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1251 Mercer Island WA | Senior housing
Initial Cost to Company
Land	4,209
Buildings and Improvements	8,123
Costs Capitalized Subsequent to Acquisition	296
Gross Amount at Which Carried As of Year End
Land	4,209
Buildings and Improvements	8,214
Total	12,423
Accumulated Depreciation	(1,078)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
794 Shoreline WA | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	9,368
Initial Cost to Company
Land	1,590
Buildings and Improvements	10,671
Gross Amount at Which Carried As of Year End
Land	1,590
Buildings and Improvements	10,261
Total	11,851
Accumulated Depreciation	(1,646)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
795 Shoreline WA | Senior housing
Initial Cost to Company
Land	4,030
Buildings and Improvements	26,421
Gross Amount at Which Carried As of Year End
Land	4,030
Buildings and Improvements	25,651
Total	29,681
Accumulated Depreciation	(4,035)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	39
1175 Snohomish WA | Senior housing
Initial Cost to Company
Land	1,541
Buildings and Improvements	10,228
Costs Capitalized Subsequent to Acquisition	8
Gross Amount at Which Carried As of Year End
Land	1,541
Buildings and Improvements	9,977
Total	11,518
Accumulated Depreciation	(1,307)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1482 Brisbane CA | Life science
Initial Cost to Company
Land	50,989
Buildings and Improvements	1,789
Costs Capitalized Subsequent to Acquisition	29,885
Gross Amount at Which Carried As of Year End
Land	50,989
Buildings and Improvements	31,674
Total	82,663
1481 Carlsbad CA | Life science
Initial Cost to Company
Land	30,300
Costs Capitalized Subsequent to Acquisition	6,500
Gross Amount at Which Carried As of Year End
Land	30,300
Buildings and Improvements	6,500
Total	36,800
1522 Carlsbad CA | Life science
Initial Cost to Company
Land	23,475
Costs Capitalized Subsequent to Acquisition	2,769
Gross Amount at Which Carried As of Year End
Land	23,475
Buildings and Improvements	2,769
Total	26,244
1401 Hayward CA | Life science
Initial Cost to Company
Land	900
Buildings and Improvements	7,100
Costs Capitalized Subsequent to Acquisition	5
Gross Amount at Which Carried As of Year End
Land	900
Buildings and Improvements	7,105
Total	8,005
Accumulated Depreciation	(784)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1402 Hayward CA | Life science
Initial Cost to Company
Land	1,500
Buildings and Improvements	6,400
Costs Capitalized Subsequent to Acquisition	2,063
Gross Amount at Which Carried As of Year End
Land	1,500
Buildings and Improvements	8,463
Total	9,963
Accumulated Depreciation	(955)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1403 Hayward CA | Life science
Initial Cost to Company
Land	1,900
Buildings and Improvements	7,100
Costs Capitalized Subsequent to Acquisition	263
Gross Amount at Which Carried As of Year End
Land	1,900
Buildings and Improvements	7,363
Total	9,263
Accumulated Depreciation	(945)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1404 Hayward CA | Life science
Initial Cost to Company
Land	2,200
Buildings and Improvements	17,200
Costs Capitalized Subsequent to Acquisition	12
Gross Amount at Which Carried As of Year End
Land	2,200
Buildings and Improvements	17,212
Total	19,412
Accumulated Depreciation	(1,900)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1405 Hayward CA | Life science
Initial Cost to Company
Land	1,000
Buildings and Improvements	3,200
Costs Capitalized Subsequent to Acquisition	7,478
Gross Amount at Which Carried As of Year End
Land	1,000
Buildings and Improvements	10,678
Total	11,678
Accumulated Depreciation	(1,307)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1549 Hayward CA | Life science
Initial Cost to Company
Land	801
Buildings and Improvements	5,740
Costs Capitalized Subsequent to Acquisition	667
Gross Amount at Which Carried As of Year End
Land	801
Buildings and Improvements	6,407
Total	7,208
Accumulated Depreciation	(972)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	29
1550 Hayward CA | Life science
Initial Cost to Company
Land	539
Buildings and Improvements	3,864
Costs Capitalized Subsequent to Acquisition	449
Gross Amount at Which Carried As of Year End
Land	539
Buildings and Improvements	4,313
Total	4,852
Accumulated Depreciation	(655)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	29
1551 Hayward CA | Life science
Initial Cost to Company
Land	526
Buildings and Improvements	3,771
Costs Capitalized Subsequent to Acquisition	438
Gross Amount at Which Carried As of Year End
Land	526
Buildings and Improvements	4,209
Total	4,735
Accumulated Depreciation	(639)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	29
1552 Hayward CA | Life science
Initial Cost to Company
Land	944
Buildings and Improvements	6,769
Costs Capitalized Subsequent to Acquisition	786
Gross Amount at Which Carried As of Year End
Land	944
Buildings and Improvements	7,555
Total	8,499
Accumulated Depreciation	(1,147)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	29
1553 Hayward CA | Life science
Initial Cost to Company
Land	953
Buildings and Improvements	6,829
Costs Capitalized Subsequent to Acquisition	793
Gross Amount at Which Carried As of Year End
Land	953
Buildings and Improvements	7,622
Total	8,575
Accumulated Depreciation	(1,157)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	29
1554 Hayward CA | Life science
Initial Cost to Company
Land	991
Buildings and Improvements	7,105
Costs Capitalized Subsequent to Acquisition	825
Gross Amount at Which Carried As of Year End
Land	991
Buildings and Improvements	7,930
Total	8,921
Accumulated Depreciation	(1,204)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	29
1555 Hayward CA | Life science
Initial Cost to Company
Land	1,210
Buildings and Improvements	8,675
Costs Capitalized Subsequent to Acquisition	1,007
Gross Amount at Which Carried As of Year End
Land	1,210
Buildings and Improvements	9,682
Total	10,892
Accumulated Depreciation	(1,470)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	29
1556 Hayward CA | Life science
Initial Cost to Company
Land	2,736
Buildings and Improvements	6,868
Costs Capitalized Subsequent to Acquisition	798
Gross Amount at Which Carried As of Year End
Land	2,736
Buildings and Improvements	7,666
Total	10,402
Accumulated Depreciation	(1,163)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	29
1514 La Jolla CA | Life science
Initial Cost to Company
Land	5,200
Gross Amount at Which Carried As of Year End
Land	5,200
Total	5,200
1424 La Jolla CA | Life science
Initial Cost to Company
Land	9,600
Buildings and Improvements	25,283
Costs Capitalized Subsequent to Acquisition	3,038
Gross Amount at Which Carried As of Year End
Land	9,648
Buildings and Improvements	28,194
Total	37,842
Accumulated Depreciation	(4,162)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1425 La Jolla CA | Life science
Initial Cost to Company
Land	6,200
Buildings and Improvements	19,883
Costs Capitalized Subsequent to Acquisition	99
Gross Amount at Which Carried As of Year End
Land	6,276
Buildings and Improvements	19,906
Total	26,182
Accumulated Depreciation	(2,217)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1426 La Jolla CA | Life science
Initial Cost to Company
Land	7,200
Buildings and Improvements	12,412
Costs Capitalized Subsequent to Acquisition	3,036
Gross Amount at Which Carried As of Year End
Land	7,291
Buildings and Improvements	15,357
Total	22,648
Accumulated Depreciation	(2,667)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	27
1427 La Jolla CA | Life science
Initial Cost to Company
Land	8,700
Buildings and Improvements	16,983
Costs Capitalized Subsequent to Acquisition	671
Gross Amount at Which Carried As of Year End
Land	8,746
Buildings and Improvements	17,608
Total	26,354
Accumulated Depreciation	(2,728)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	30
1488 Mountain View CA | Life science
Initial Cost to Company
Land	7,300
Buildings and Improvements	25,410
Costs Capitalized Subsequent to Acquisition	1,353
Gross Amount at Which Carried As of Year End
Land	7,300
Buildings and Improvements	26,763
Total	34,063
Accumulated Depreciation	(2,860)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1489 Mountain View CA | Life science
Initial Cost to Company
Land	6,500
Buildings and Improvements	22,800
Costs Capitalized Subsequent to Acquisition	1,884
Gross Amount at Which Carried As of Year End
Land	6,500
Buildings and Improvements	24,684
Total	31,184
Accumulated Depreciation	(2,518)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1490 Mountain View CA | Life science
Initial Cost to Company
Land	4,800
Buildings and Improvements	9,500
Costs Capitalized Subsequent to Acquisition	442
Gross Amount at Which Carried As of Year End
Land	4,800
Buildings and Improvements	9,942
Total	14,742
Accumulated Depreciation	(1,130)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1491 Mountain View CA | Life science
Initial Cost to Company
Land	4,200
Buildings and Improvements	8,400
Costs Capitalized Subsequent to Acquisition	1,249
Gross Amount at Which Carried As of Year End
Land	4,209
Buildings and Improvements	9,640
Total	13,849
Accumulated Depreciation	(1,580)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1492 Mountain View CA | Life science
Initial Cost to Company
Land	3,600
Buildings and Improvements	9,700
Costs Capitalized Subsequent to Acquisition	730
Gross Amount at Which Carried As of Year End
Land	3,600
Buildings and Improvements	10,430
Total	14,030
Accumulated Depreciation	(1,695)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1493 Mountain View CA | Life science
Initial Cost to Company
Land	7,500
Buildings and Improvements	16,300
Costs Capitalized Subsequent to Acquisition	1,836
Gross Amount at Which Carried As of Year End
Land	7,500
Buildings and Improvements	17,535
Total	25,035
Accumulated Depreciation	(1,806)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1494 Mountain View CA | Life science
Initial Cost to Company
Land	9,800
Buildings and Improvements	24,000
Costs Capitalized Subsequent to Acquisition	203
Gross Amount at Which Carried As of Year End
Land	9,800
Buildings and Improvements	24,203
Total	34,003
Accumulated Depreciation	(2,684)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1495 Mountain View CA | Life science
Initial Cost to Company
Land	6,900
Buildings and Improvements	17,800
Costs Capitalized Subsequent to Acquisition	215
Gross Amount at Which Carried As of Year End
Land	6,900
Buildings and Improvements	18,015
Total	24,915
Accumulated Depreciation	(2,023)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1496 Mountain View CA | Life science
Initial Cost to Company
Land	7,000
Buildings and Improvements	17,000
Costs Capitalized Subsequent to Acquisition	6,364
Gross Amount at Which Carried As of Year End
Land	7,000
Buildings and Improvements	23,364
Total	30,364
Accumulated Depreciation	(3,727)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1497 Mountain View CA | Life science
Initial Cost to Company
Land	14,100
Buildings and Improvements	31,002
Costs Capitalized Subsequent to Acquisition	9,811
Gross Amount at Which Carried As of Year End
Land	14,100
Buildings and Improvements	40,813
Total	54,913
Accumulated Depreciation	(6,741)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1498 Mountain View CA | Life science
Initial Cost to Company
Land	7,100
Buildings and Improvements	25,800
Costs Capitalized Subsequent to Acquisition	8,101
Gross Amount at Which Carried As of Year End
Land	7,100
Buildings and Improvements	33,901
Total	41,001
Accumulated Depreciation	(5,843)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
2017 Mountain View CA | Life science
Initial Cost to Company
Costs Capitalized Subsequent to Acquisition	1,290
Gross Amount at Which Carried As of Year End
Buildings and Improvements	1,290
Total	1,290
1469 Poway CA | Life science
Initial Cost to Company
Land	47,700
Buildings and Improvements	3,512
Costs Capitalized Subsequent to Acquisition	7,450
Gross Amount at Which Carried As of Year End
Land	47,700
Buildings and Improvements	10,962
Total	58,662
1477 Poway CA | Life science
Initial Cost to Company
Land	29,943
Buildings and Improvements	2,475
Costs Capitalized Subsequent to Acquisition	15,405
Gross Amount at Which Carried As of Year End
Land	29,943
Buildings and Improvements	17,881
Total	47,824
1470 Poway CA | Life science
Initial Cost to Company
Land	5,000
Buildings and Improvements	12,200
Costs Capitalized Subsequent to Acquisition	5,727
Gross Amount at Which Carried As of Year End
Land	5,000
Buildings and Improvements	17,927
Total	22,927
Accumulated Depreciation	(3,524)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1471 Poway CA | Life science
Initial Cost to Company
Land	5,200
Buildings and Improvements	14,200
Costs Capitalized Subsequent to Acquisition	4,253
Gross Amount at Which Carried As of Year End
Land	5,200
Buildings and Improvements	18,453
Total	23,653
Accumulated Depreciation	(3,011)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1478 Poway CA | Life science
Initial Cost to Company
Land	6,700
Buildings and Improvements	14,400
Costs Capitalized Subsequent to Acquisition	6,145
Gross Amount at Which Carried As of Year End
Land	6,700
Buildings and Improvements	20,545
Total	27,245
Accumulated Depreciation	(4,190)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1499 Redwood City CA | Life science
Initial Cost to Company
Land	3,400
Buildings and Improvements	5,500
Costs Capitalized Subsequent to Acquisition	1,656
Gross Amount at Which Carried As of Year End
Land	3,407
Buildings and Improvements	7,149
Total	10,556
Accumulated Depreciation	(1,096)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1500 Redwood City CA | Life science
Initial Cost to Company
Land	2,500
Buildings and Improvements	4,100
Costs Capitalized Subsequent to Acquisition	1,188
Gross Amount at Which Carried As of Year End
Land	2,506
Buildings and Improvements	5,282
Total	7,788
Accumulated Depreciation	(768)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1501 Redwood City CA | Life science
Initial Cost to Company
Land	3,600
Buildings and Improvements	4,600
Costs Capitalized Subsequent to Acquisition	397
Gross Amount at Which Carried As of Year End
Land	3,607
Buildings and Improvements	4,990
Total	8,597
Accumulated Depreciation	(708)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	30
1502 Redwood City CA | Life science
Initial Cost to Company
Land	3,100
Buildings and Improvements	5,100
Costs Capitalized Subsequent to Acquisition	804
Gross Amount at Which Carried As of Year End
Land	3,107
Buildings and Improvements	5,651
Total	8,758
Accumulated Depreciation	(779)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	31
1503 Redwood City CA | Life science
Initial Cost to Company
Land	4,800
Buildings and Improvements	17,300
Costs Capitalized Subsequent to Acquisition	2,796
Gross Amount at Which Carried As of Year End
Land	4,818
Buildings and Improvements	20,078
Total	24,896
Accumulated Depreciation	(1,966)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	31
1504 Redwood City CA | Life science
Initial Cost to Company
Land	5,400
Buildings and Improvements	15,500
Costs Capitalized Subsequent to Acquisition	856
Gross Amount at Which Carried As of Year End
Land	5,418
Buildings and Improvements	16,338
Total	21,756
Accumulated Depreciation	(1,762)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	31
1505 Redwood City CA | Life science
Initial Cost to Company
Land	3,000
Buildings and Improvements	3,500
Costs Capitalized Subsequent to Acquisition	603
Gross Amount at Which Carried As of Year End
Land	3,006
Buildings and Improvements	4,097
Total	7,103
Accumulated Depreciation	(650)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1506 Redwood City CA | Life science
Initial Cost to Company
Land	6,000
Buildings and Improvements	14,300
Costs Capitalized Subsequent to Acquisition	3,020
Gross Amount at Which Carried As of Year End
Land	6,018
Buildings and Improvements	17,302
Total	23,320
Accumulated Depreciation	(2,001)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1507 Redwood City CA | Life science
Initial Cost to Company
Land	1,900
Buildings and Improvements	12,800
Costs Capitalized Subsequent to Acquisition	6,860
Gross Amount at Which Carried As of Year End
Land	1,912
Buildings and Improvements	19,648
Total	21,560
Accumulated Depreciation	(789)
1508 Redwood City CA | Life science
Initial Cost to Company
Land	2,700
Buildings and Improvements	11,300
Costs Capitalized Subsequent to Acquisition	6,547
Gross Amount at Which Carried As of Year End
Land	2,712
Buildings and Improvements	17,835
Total	20,547
Accumulated Depreciation	(708)
1509 Redwood City CA | Life science
Initial Cost to Company
Land	2,700
Buildings and Improvements	10,900
Costs Capitalized Subsequent to Acquisition	1,335
Gross Amount at Which Carried As of Year End
Land	2,712
Buildings and Improvements	12,223
Total	14,935
Accumulated Depreciation	(1,280)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1510 Redwood City CA | Life science
Initial Cost to Company
Land	2,200
Buildings and Improvements	12,000
Costs Capitalized Subsequent to Acquisition	5,193
Gross Amount at Which Carried As of Year End
Land	2,212
Buildings and Improvements	17,181
Total	19,393
Accumulated Depreciation	(1,382)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	38
1511 Redwood City CA | Life science
Initial Cost to Company
Land	2,600
Buildings and Improvements	9,300
Costs Capitalized Subsequent to Acquisition	1,475
Gross Amount at Which Carried As of Year End
Land	2,612
Buildings and Improvements	10,763
Total	13,375
Accumulated Depreciation	(1,266)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	26
1512 Redwood City CA | Life science
Initial Cost to Company
Land	3,300
Buildings and Improvements	18,000
Costs Capitalized Subsequent to Acquisition	123
Gross Amount at Which Carried As of Year End
Land	3,300
Buildings and Improvements	18,123
Total	21,423
Accumulated Depreciation	(1,995)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1513 Redwood City CA | Life science
Initial Cost to Company
Land	3,300
Buildings and Improvements	17,900
Costs Capitalized Subsequent to Acquisition	123
Gross Amount at Which Carried As of Year End
Land	3,300
Buildings and Improvements	18,023
Total	21,323
Accumulated Depreciation	(1,983)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
679 San Diego CA | Life science
Initial Cost to Company
Land	7,872
Buildings and Improvements	34,617
Costs Capitalized Subsequent to Acquisition	17,163
Gross Amount at Which Carried As of Year End
Land	7,872
Buildings and Improvements	51,781
Total	59,653
Accumulated Depreciation	(10,246)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	39
1558 San Diego CA | Life science
Initial Cost to Company
Land	7,740
Buildings and Improvements	22,654
Costs Capitalized Subsequent to Acquisition	535
Gross Amount at Which Carried As of Year End
Land	7,778
Buildings and Improvements	23,151
Total	30,929
Accumulated Depreciation	(2,453)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	38
837 San Diego CA | Life science
Initial Cost to Company
Land	4,630
Buildings and Improvements	2,029
Costs Capitalized Subsequent to Acquisition	6,125
Gross Amount at Which Carried As of Year End
Land	4,630
Buildings and Improvements	8,153
Total	12,783
Accumulated Depreciation	(851)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	31
838 San Diego CA | Life science
Initial Cost to Company
Land	2,040
Buildings and Improvements	902
Costs Capitalized Subsequent to Acquisition	4,301
Gross Amount at Which Carried As of Year End
Land	2,040
Buildings and Improvements	5,203
Total	7,243
Accumulated Depreciation	(95)
839 San Diego CA | Life science
Initial Cost to Company
Land	3,940
Buildings and Improvements	3,184
Costs Capitalized Subsequent to Acquisition	4,459
Gross Amount at Which Carried As of Year End
Land	3,940
Buildings and Improvements	6,848
Total	10,788
Accumulated Depreciation	(1,866)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
840 San Diego CA | Life science
Initial Cost to Company
Land	5,690
Buildings and Improvements	4,579
Costs Capitalized Subsequent to Acquisition	673
Gross Amount at Which Carried As of Year End
Land	5,690
Buildings and Improvements	5,252
Total	10,942
Accumulated Depreciation	(984)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1420 San Diego CA | Life science
Initial Cost to Company
Land	6,524
Costs Capitalized Subsequent to Acquisition	2,824
Gross Amount at Which Carried As of Year End
Land	6,524
Buildings and Improvements	2,824
Total	9,348
1947 San Diego CA | Life science
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	12,423
Initial Cost to Company
Land	2,581
Buildings and Improvements	10,534
Costs Capitalized Subsequent to Acquisition	20
Gross Amount at Which Carried As of Year End
Land	2,581
Buildings and Improvements	10,554
Total	13,135
Accumulated Depreciation	(351)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	30
1948 San Diego CA | Life science
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	25,646
Initial Cost to Company
Land	5,879
Buildings and Improvements	25,305
Costs Capitalized Subsequent to Acquisition	18
Gross Amount at Which Carried As of Year End
Land	5,879
Buildings and Improvements	25,324
Total	31,203
Accumulated Depreciation	(844)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	30
1949 San Diego CA | Life science
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	8,206
Initial Cost to Company
Land	2,686
Buildings and Improvements	11,045
Costs Capitalized Subsequent to Acquisition	386
Gross Amount at Which Carried As of Year End
Land	2,686
Buildings and Improvements	11,432
Total	14,118
Accumulated Depreciation	(370)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	30
1950 San Diego CA | Life science
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	1,181
Initial Cost to Company
Land	884
Buildings and Improvements	2,796
Gross Amount at Which Carried As of Year End
Land	884
Buildings and Improvements	2,796
Total	3,680
Accumulated Depreciation	(93)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	30
1410 South San Francisco CA | Life science
Initial Cost to Company
Land	4,900
Buildings and Improvements	18,100
Costs Capitalized Subsequent to Acquisition	147
Gross Amount at Which Carried As of Year End
Land	4,900
Buildings and Improvements	18,247
Total	23,147
Accumulated Depreciation	(1,999)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1411 South San Francisco CA | Life science
Initial Cost to Company
Land	8,000
Buildings and Improvements	27,700
Costs Capitalized Subsequent to Acquisition	84
Gross Amount at Which Carried As of Year End
Land	8,000
Buildings and Improvements	27,784
Total	35,784
Accumulated Depreciation	(3,059)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1413 South San Francisco CA | Life science
Initial Cost to Company
Land	8,000
Buildings and Improvements	28,299
Costs Capitalized Subsequent to Acquisition	252
Gross Amount at Which Carried As of Year End
Land	8,000
Buildings and Improvements	28,550
Total	36,550
Accumulated Depreciation	(3,129)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1414 South San Francisco CA | Life science
Initial Cost to Company
Land	3,700
Buildings and Improvements	20,800
Gross Amount at Which Carried As of Year End
Land	3,700
Buildings and Improvements	20,800
Total	24,500
Accumulated Depreciation	(2,297)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1418 South San Francisco CA | Life science
Initial Cost to Company
Land	11,700
Buildings and Improvements	31,243
Costs Capitalized Subsequent to Acquisition	5,885
Gross Amount at Which Carried As of Year End
Land	11,700
Buildings and Improvements	37,127
Total	48,827
Accumulated Depreciation	(4,055)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1421 South San Francisco CA | Life science
Initial Cost to Company
Land	7,000
Buildings and Improvements	33,779
Gross Amount at Which Carried As of Year End
Land	7,000
Buildings and Improvements	33,779
Total	40,779
Accumulated Depreciation	(3,730)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1422 South San Francisco CA | Life science
Initial Cost to Company
Land	14,800
Buildings and Improvements	7,600
Costs Capitalized Subsequent to Acquisition	3,119
Gross Amount at Which Carried As of Year End
Land	14,800
Buildings and Improvements	10,719
Total	25,519
Accumulated Depreciation	(1,310)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	30
1423 South San Francisco CA | Life science
Initial Cost to Company
Land	8,400
Buildings and Improvements	33,144
Gross Amount at Which Carried As of Year End
Land	8,400
Buildings and Improvements	33,144
Total	41,544
Accumulated Depreciation	(3,660)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1431 South San Francisco CA | Life science
Initial Cost to Company
Land	7,000
Buildings and Improvements	15,500
Costs Capitalized Subsequent to Acquisition	157
Gross Amount at Which Carried As of Year End
Land	7,000
Buildings and Improvements	15,657
Total	22,657
Accumulated Depreciation	(1,714)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1439 South San Francisco CA | Life science
Initial Cost to Company
Land	11,900
Buildings and Improvements	68,848
Costs Capitalized Subsequent to Acquisition	39
Gross Amount at Which Carried As of Year End
Land	11,900
Buildings and Improvements	68,887
Total	80,787
Accumulated Depreciation	(7,602)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1440 South San Francisco CA | Life science
Initial Cost to Company
Land	10,000
Buildings and Improvements	57,954
Gross Amount at Which Carried As of Year End
Land	10,000
Buildings and Improvements	57,954
Total	67,954
Accumulated Depreciation	(6,400)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1441 South San Francisco CA | Life science
Initial Cost to Company
Land	9,300
Buildings and Improvements	43,549
Gross Amount at Which Carried As of Year End
Land	9,300
Buildings and Improvements	43,549
Total	52,849
Accumulated Depreciation	(4,809)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1442 South San Francisco CA | Life science
Initial Cost to Company
Land	11,000
Buildings and Improvements	47,289
Costs Capitalized Subsequent to Acquisition	81
Gross Amount at Which Carried As of Year End
Land	11,000
Buildings and Improvements	47,370
Total	58,370
Accumulated Depreciation	(5,238)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1443 South San Francisco CA | Life science
Initial Cost to Company
Land	13,200
Buildings and Improvements	60,932
Costs Capitalized Subsequent to Acquisition	1,158
Gross Amount at Which Carried As of Year End
Land	13,200
Buildings and Improvements	62,090
Total	75,290
Accumulated Depreciation	(6,188)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1444 South San Francisco CA | Life science
Initial Cost to Company
Land	10,500
Buildings and Improvements	33,776
Costs Capitalized Subsequent to Acquisition	392
Gross Amount at Which Carried As of Year End
Land	10,500
Buildings and Improvements	34,168
Total	44,668
Accumulated Depreciation	(3,729)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1445 South San Francisco CA | Life science
Initial Cost to Company
Land	10,600
Buildings and Improvements	34,083
Gross Amount at Which Carried As of Year End
Land	10,600
Buildings and Improvements	34,083
Total	44,683
Accumulated Depreciation	(3,763)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1448 South San Francisco CA | Life science
Initial Cost to Company
Land	14,100
Buildings and Improvements	71,344
Costs Capitalized Subsequent to Acquisition	52
Gross Amount at Which Carried As of Year End
Land	14,100
Buildings and Improvements	71,396
Total	85,496
Accumulated Depreciation	(7,882)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1449 South San Francisco CA | Life science
Initial Cost to Company
Land	12,800
Buildings and Improvements	63,600
Costs Capitalized Subsequent to Acquisition	472
Gross Amount at Which Carried As of Year End
Land	12,800
Buildings and Improvements	64,072
Total	76,872
Accumulated Depreciation	(7,107)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1450 South San Francisco CA | Life science
Initial Cost to Company
Land	11,200
Buildings and Improvements	79,222
Costs Capitalized Subsequent to Acquisition	20
Gross Amount at Which Carried As of Year End
Land	11,200
Buildings and Improvements	79,242
Total	90,442
Accumulated Depreciation	(8,749)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1451 South San Francisco CA | Life science
Initial Cost to Company
Land	7,200
Buildings and Improvements	50,856
Costs Capitalized Subsequent to Acquisition	66
Gross Amount at Which Carried As of Year End
Land	7,200
Buildings and Improvements	50,922
Total	58,122
Accumulated Depreciation	(5,621)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1452 South San Francisco CA | Life science
Initial Cost to Company
Land	14,400
Buildings and Improvements	101,362
Costs Capitalized Subsequent to Acquisition	107
Gross Amount at Which Carried As of Year End
Land	14,400
Buildings and Improvements	101,469
Total	115,869
Accumulated Depreciation	(11,193)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1458 South San Francisco CA | Life science
Initial Cost to Company
Land	10,900
Buildings and Improvements	20,900
Costs Capitalized Subsequent to Acquisition	4,094
Gross Amount at Which Carried As of Year End
Land	10,909
Buildings and Improvements	24,787
Total	35,696
Accumulated Depreciation	(4,432)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1459 South San Francisco CA | Life science
Initial Cost to Company
Land	3,600
Buildings and Improvements	100
Costs Capitalized Subsequent to Acquisition	159
Gross Amount at Which Carried As of Year End
Land	3,600
Buildings and Improvements	259
Total	3,859
Accumulated Depreciation	(83)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	5
1460 South San Francisco CA | Life science
Initial Cost to Company
Land	2,300
Buildings and Improvements	100
Costs Capitalized Subsequent to Acquisition	65
Gross Amount at Which Carried As of Year End
Land	2,300
Buildings and Improvements	165
Total	2,465
Accumulated Depreciation	(88)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	5
1461 South San Francisco CA | Life science
Initial Cost to Company
Land	3,900
Buildings and Improvements	200
Costs Capitalized Subsequent to Acquisition	117
Gross Amount at Which Carried As of Year End
Land	3,900
Buildings and Improvements	317
Total	4,217
Accumulated Depreciation	(177)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	5
1462 South San Francisco CA | Life science
Initial Cost to Company
Land	7,117
Buildings and Improvements	600
Costs Capitalized Subsequent to Acquisition	3,589
Gross Amount at Which Carried As of Year End
Land	7,117
Buildings and Improvements	3,924
Total	11,041
Accumulated Depreciation	(583)
1464 South San Francisco CA | Life science
Initial Cost to Company
Land	7,403
Buildings and Improvements	700
Costs Capitalized Subsequent to Acquisition	7,607
Gross Amount at Which Carried As of Year End
Land	7,403
Buildings and Improvements	8,307
Total	15,710
Accumulated Depreciation	(331)
1468 South San Francisco CA | Life science
Initial Cost to Company
Land	10,100
Buildings and Improvements	24,013
Costs Capitalized Subsequent to Acquisition	2,796
Gross Amount at Which Carried As of Year End
Land	10,100
Buildings and Improvements	26,809
Total	36,909
Accumulated Depreciation	(4,322)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1454 South San Francisco CA | Life science
Initial Cost to Company
Land	11,100
Buildings and Improvements	47,738
Costs Capitalized Subsequent to Acquisition	9,369
Gross Amount at Which Carried As of Year End
Land	11,100
Buildings and Improvements	57,108
Total	68,208
Accumulated Depreciation	(6,773)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1455 South San Francisco CA | Life science
Initial Cost to Company
Land	9,700
Buildings and Improvements	41,937
Costs Capitalized Subsequent to Acquisition	5,835
Gross Amount at Which Carried As of Year End
Land	10,261
Buildings and Improvements	47,211
Total	57,472
Accumulated Depreciation	(5,367)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1456 South San Francisco CA | Life science
Initial Cost to Company
Land	6,300
Buildings and Improvements	22,900
Costs Capitalized Subsequent to Acquisition	8,196
Gross Amount at Which Carried As of Year End
Land	6,300
Buildings and Improvements	31,096
Total	37,396
Accumulated Depreciation	(3,761)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1480 South San Francisco CA | Life science
Initial Cost to Company
Land	32,210
Buildings and Improvements	3,110
Costs Capitalized Subsequent to Acquisition	8,319
Gross Amount at Which Carried As of Year End
Land	32,210
Buildings and Improvements	11,429
Total	43,639
1463 South San Francisco CA | Life science
Initial Cost to Company
Land	10,381
Buildings and Improvements	2,300
Costs Capitalized Subsequent to Acquisition	16,083
Gross Amount at Which Carried As of Year End
Land	10,381
Buildings and Improvements	18,383
Total	28,764
Accumulated Depreciation	(652)
1435 South San Francisco CA | Life science
Initial Cost to Company
Land	13,800
Buildings and Improvements	42,500
Costs Capitalized Subsequent to Acquisition	32,758
Gross Amount at Which Carried As of Year End
Land	13,800
Buildings and Improvements	75,258
Total	89,058
Accumulated Depreciation	(4,604)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1436 South San Francisco CA | Life science
Initial Cost to Company
Land	14,500
Buildings and Improvements	45,300
Costs Capitalized Subsequent to Acquisition	34,081
Gross Amount at Which Carried As of Year End
Land	14,500
Buildings and Improvements	79,381
Total	93,881
Accumulated Depreciation	(4,819)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1437 South San Francisco CA | Life science
Initial Cost to Company
Land	9,400
Buildings and Improvements	24,800
Costs Capitalized Subsequent to Acquisition	16,977
Gross Amount at Which Carried As of Year End
Land	9,400
Buildings and Improvements	41,777
Total	51,177
Accumulated Depreciation	(2,085)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1559 South San Francisco CA | Life science
Initial Cost to Company
Land	5,666
Buildings and Improvements	5,773
Costs Capitalized Subsequent to Acquisition	183
Gross Amount at Which Carried As of Year End
Land	5,691
Buildings and Improvements	5,931
Total	11,622
Accumulated Depreciation	(4,839)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	5
1560 South San Francisco CA | Life science
Initial Cost to Company
Land	1,204
Buildings and Improvements	1,293
Costs Capitalized Subsequent to Acquisition	15
Gross Amount at Which Carried As of Year End
Land	1,210
Buildings and Improvements	1,302
Total	2,512
Accumulated Depreciation	(1,063)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	5
1408 South San Francisco CA | Life science
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	1,510
Initial Cost to Company
Land	9,000
Buildings and Improvements	17,800
Costs Capitalized Subsequent to Acquisition	61
Gross Amount at Which Carried As of Year End
Land	9,000
Buildings and Improvements	17,861
Total	26,861
Accumulated Depreciation	(1,965)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1412 South San Francisco CA | Life science
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	2,015
Initial Cost to Company
Land	10,100
Buildings and Improvements	22,521
Gross Amount at Which Carried As of Year End
Land	10,100
Buildings and Improvements	22,521
Total	32,621
Accumulated Depreciation	(2,487)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1430 South San Francisco CA | Life science
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	2,087
Initial Cost to Company
Land	10,700
Buildings and Improvements	23,621
Costs Capitalized Subsequent to Acquisition	212
Gross Amount at Which Carried As of Year End
Land	10,700
Buildings and Improvements	23,832
Total	34,532
Accumulated Depreciation	(2,628)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1409 South San Francisco CA | Life science
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	3,228
Initial Cost to Company
Land	18,000
Buildings and Improvements	38,043
Costs Capitalized Subsequent to Acquisition	421
Gross Amount at Which Carried As of Year End
Land	18,000
Buildings and Improvements	38,464
Total	56,464
Accumulated Depreciation	(4,211)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1407 South San Francisco CA | Life science
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	3,256
Initial Cost to Company
Land	28,600
Buildings and Improvements	48,700
Costs Capitalized Subsequent to Acquisition	4,020
Gross Amount at Which Carried As of Year End
Land	28,600
Buildings and Improvements	52,720
Total	81,320
Accumulated Depreciation	(6,474)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
1982 South San Francisco CA | Life science
Initial Cost to Company
Land	64,900
Costs Capitalized Subsequent to Acquisition	4,358
Gross Amount at Which Carried As of Year End
Land	64,900
Buildings and Improvements	4,358
Total	69,258
1604 Cambridge MA | Life science
Initial Cost to Company
Land	8,389
Buildings and Improvements	10,630
Costs Capitalized Subsequent to Acquisition	9,326
Gross Amount at Which Carried As of Year End
Land	8,389
Buildings and Improvements	19,956
Total	28,345
2011 Durham NC | Life science
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	9,481
Initial Cost to Company
Land	447
Buildings and Improvements	6,152
Costs Capitalized Subsequent to Acquisition	416
Gross Amount at Which Carried As of Year End
Land	447
Buildings and Improvements	6,569
Total	7,016
461 Salt Lake City UT | Life science
Initial Cost to Company
Land	500
Buildings and Improvements	8,548
Gross Amount at Which Carried As of Year End
Land	500
Buildings and Improvements	8,548
Total	9,048
Accumulated Depreciation	(2,651)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	33
462 Salt Lake City UT | Life science
Initial Cost to Company
Land	890
Buildings and Improvements	15,623
Gross Amount at Which Carried As of Year End
Land	890
Buildings and Improvements	15,624
Total	16,514
Accumulated Depreciation	(4,265)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	38
463 Salt Lake City UT | Life science
Initial Cost to Company
Land	190
Buildings and Improvements	9,875
Gross Amount at Which Carried As of Year End
Land	190
Buildings and Improvements	9,875
Total	10,065
Accumulated Depreciation	(2,316)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	43
464 Salt Lake City UT | Life science
Initial Cost to Company
Land	630
Buildings and Improvements	6,921
Costs Capitalized Subsequent to Acquisition	62
Gross Amount at Which Carried As of Year End
Land	630
Buildings and Improvements	6,984
Total	7,614
Accumulated Depreciation	(1,951)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	38
465 Salt Lake City UT | Life science
Initial Cost to Company
Land	125
Buildings and Improvements	6,368
Costs Capitalized Subsequent to Acquisition	6
Gross Amount at Which Carried As of Year End
Land	125
Buildings and Improvements	6,374
Total	6,499
Accumulated Depreciation	(1,495)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	43
466 Salt Lake City UT | Life science
Initial Cost to Company
Buildings and Improvements	14,614
Costs Capitalized Subsequent to Acquisition	7
Gross Amount at Which Carried As of Year End
Buildings and Improvements	14,621
Total	14,621
Accumulated Depreciation	(2,907)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	43
507 Salt Lake City UT | Life science
Initial Cost to Company
Land	280
Buildings and Improvements	4,345
Costs Capitalized Subsequent to Acquisition	34
Gross Amount at Which Carried As of Year End
Land	280
Buildings and Improvements	4,379
Total	4,659
Accumulated Depreciation	(917)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	43
537 Salt Lake City UT | Life science
Initial Cost to Company
Buildings and Improvements	6,517
Gross Amount at Which Carried As of Year End
Buildings and Improvements	6,517
Total	6,517
Accumulated Depreciation	(1,346)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
799 Salt Lake City UT | Life science
Initial Cost to Company
Buildings and Improvements	14,600
Costs Capitalized Subsequent to Acquisition	90
Gross Amount at Which Carried As of Year End
Buildings and Improvements	14,690
Total	14,690
Accumulated Depreciation	(1,772)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1593 Salt Lake City UT | Life science
Initial Cost to Company
Buildings and Improvements	23,998
Gross Amount at Which Carried As of Year End
Buildings and Improvements	23,998
Total	23,998
Accumulated Depreciation	(1,030)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	33
638 Anchorage AK | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	6,373
Initial Cost to Company
Land	1,456
Buildings and Improvements	10,650
Costs Capitalized Subsequent to Acquisition	35
Gross Amount at Which Carried As of Year End
Land	1,456
Buildings and Improvements	10,635
Total	12,091
Accumulated Depreciation	(1,611)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	34
520 Chandler AZ | Medical office
Initial Cost to Company
Land	3,669
Buildings and Improvements	13,503
Costs Capitalized Subsequent to Acquisition	1,794
Gross Amount at Which Carried As of Year End
Land	3,669
Buildings and Improvements	15,053
Total	18,722
Accumulated Depreciation	(2,796)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
468 Oro Valley AZ | Medical office
Initial Cost to Company
Land	1,050
Buildings and Improvements	6,774
Costs Capitalized Subsequent to Acquisition	490
Gross Amount at Which Carried As of Year End
Land	1,050
Buildings and Improvements	6,697
Total	7,747
Accumulated Depreciation	(1,480)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	43
356 Phoenix AZ | Medical office
Initial Cost to Company
Land	780
Buildings and Improvements	3,199
Costs Capitalized Subsequent to Acquisition	827
Gross Amount at Which Carried As of Year End
Land	780
Buildings and Improvements	3,837
Total	4,617
Accumulated Depreciation	(1,703)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	32
470 Phoenix AZ | Medical office
Initial Cost to Company
Land	280
Buildings and Improvements	877
Costs Capitalized Subsequent to Acquisition	42
Gross Amount at Which Carried As of Year End
Land	280
Buildings and Improvements	918
Total	1,198
Accumulated Depreciation	(209)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	43
1066 Scottsdale AZ | Medical office
Initial Cost to Company
Land	5,115
Buildings and Improvements	14,064
Costs Capitalized Subsequent to Acquisition	1,703
Gross Amount at Which Carried As of Year End
Land	4,791
Buildings and Improvements	16,085
Total	20,876
Accumulated Depreciation	(2,391)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
453 Tucson AZ | Medical office
Initial Cost to Company
Land	215
Buildings and Improvements	6,318
Costs Capitalized Subsequent to Acquisition	353
Gross Amount at Which Carried As of Year End
Land	215
Buildings and Improvements	6,658
Total	6,873
Accumulated Depreciation	(2,177)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
556 Tucson AZ | Medical office
Initial Cost to Company
Land	215
Buildings and Improvements	3,940
Costs Capitalized Subsequent to Acquisition	131
Gross Amount at Which Carried As of Year End
Land	215
Buildings and Improvements	3,741
Total	3,956
Accumulated Depreciation	(759)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	43
1041 Brentwood CA | Medical office
Initial Cost to Company
Buildings and Improvements	30,864
Costs Capitalized Subsequent to Acquisition	1,310
Gross Amount at Which Carried As of Year End
Buildings and Improvements	32,083
Total	32,083
Accumulated Depreciation	(4,412)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1200 Encino CA | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	6,681
Initial Cost to Company
Land	6,151
Buildings and Improvements	10,438
Costs Capitalized Subsequent to Acquisition	1,883
Gross Amount at Which Carried As of Year End
Land	6,391
Buildings and Improvements	12,081
Total	18,472
Accumulated Depreciation	(2,148)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	33
234 Los Angeles CA | Medical office
Initial Cost to Company
Land	2,848
Buildings and Improvements	5,879
Costs Capitalized Subsequent to Acquisition	1,163
Gross Amount at Which Carried As of Year End
Land	3,009
Buildings and Improvements	5,273
Total	8,282
Accumulated Depreciation	(2,385)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	21
436 Murietta CA | Medical office
Initial Cost to Company
Land	400
Buildings and Improvements	9,266
Costs Capitalized Subsequent to Acquisition	1,366
Gross Amount at Which Carried As of Year End
Land	439
Buildings and Improvements	10,032
Total	10,471
Accumulated Depreciation	(3,515)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	33
239 Poway CA | Medical office
Initial Cost to Company
Land	2,700
Buildings and Improvements	10,839
Costs Capitalized Subsequent to Acquisition	1,436
Gross Amount at Which Carried As of Year End
Land	2,730
Buildings and Improvements	11,108
Total	13,838
Accumulated Depreciation	(4,393)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
318 Sacramento CA | Medical office
Initial Cost to Company
Land	2,860
Buildings and Improvements	21,850
Costs Capitalized Subsequent to Acquisition	5,744
Gross Amount at Which Carried As of Year End
Land	2,860
Buildings and Improvements	26,824
Total	29,684
Accumulated Depreciation	(6,105)
235 San Diego CA | Medical office
Initial Cost to Company
Land	2,863
Buildings and Improvements	8,913
Costs Capitalized Subsequent to Acquisition	2,861
Gross Amount at Which Carried As of Year End
Land	3,068
Buildings and Improvements	9,963
Total	13,031
Accumulated Depreciation	(4,353)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	21
236 San Diego CA | Medical office
Initial Cost to Company
Land	4,619
Buildings and Improvements	19,370
Costs Capitalized Subsequent to Acquisition	3,366
Gross Amount at Which Carried As of Year End
Land	4,711
Buildings and Improvements	17,619
Total	22,330
Accumulated Depreciation	(7,697)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	21
421 San Diego CA | Medical office
Initial Cost to Company
Land	2,910
Buildings and Improvements	17,362
Costs Capitalized Subsequent to Acquisition	4,519
Gross Amount at Which Carried As of Year End
Land	2,910
Buildings and Improvements	21,881
Total	24,791
Accumulated Depreciation	(4,547)
564 San Jose CA | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	2,764
Initial Cost to Company
Land	1,935
Buildings and Improvements	1,728
Costs Capitalized Subsequent to Acquisition	1,325
Gross Amount at Which Carried As of Year End
Land	1,935
Buildings and Improvements	2,933
Total	4,868
Accumulated Depreciation	(888)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	37
565 San Jose CA | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	6,436
Initial Cost to Company
Land	1,460
Buildings and Improvements	7,672
Costs Capitalized Subsequent to Acquisition	482
Gross Amount at Which Carried As of Year End
Land	1,460
Buildings and Improvements	8,148
Total	9,608
Accumulated Depreciation	(1,843)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	37
659 San Jose CA | Medical office
Initial Cost to Company
Land	1,718
Buildings and Improvements	3,124
Costs Capitalized Subsequent to Acquisition	370
Gross Amount at Which Carried As of Year End
Land	1,718
Buildings and Improvements	3,417
Total	5,135
Accumulated Depreciation	(540)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	34
1209 Sherman Oaks CA | Medical office
Initial Cost to Company
Land	7,472
Buildings and Improvements	10,075
Costs Capitalized Subsequent to Acquisition	1,877
Gross Amount at Which Carried As of Year End
Land	7,741
Buildings and Improvements	11,673
Total	19,414
Accumulated Depreciation	(2,948)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	22
439 Valencia CA | Medical office
Initial Cost to Company
Land	2,300
Buildings and Improvements	6,967
Costs Capitalized Subsequent to Acquisition	940
Gross Amount at Which Carried As of Year End
Land	2,309
Buildings and Improvements	7,097
Total	9,406
Accumulated Depreciation	(2,801)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
1211 Valencia CA | Medical office
Initial Cost to Company
Land	1,344
Buildings and Improvements	7,507
Costs Capitalized Subsequent to Acquisition	444
Gross Amount at Which Carried As of Year End
Land	1,383
Buildings and Improvements	7,913
Total	9,296
Accumulated Depreciation	(1,120)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
440 West Hills CA | Medical office
Initial Cost to Company
Land	2,100
Buildings and Improvements	11,595
Costs Capitalized Subsequent to Acquisition	1,771
Gross Amount at Which Carried As of Year End
Land	2,100
Buildings and Improvements	11,137
Total	13,237
Accumulated Depreciation	(4,129)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	32
728 Aurora CO | Medical office
Initial Cost to Company
Buildings and Improvements	8,764
Costs Capitalized Subsequent to Acquisition	524
Gross Amount at Which Carried As of Year End
Buildings and Improvements	9,288
Total	9,288
Accumulated Depreciation	(2,469)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	39
1196 Aurora CO | Medical office
Initial Cost to Company
Land	210
Buildings and Improvements	12,362
Costs Capitalized Subsequent to Acquisition	1,099
Gross Amount at Which Carried As of Year End
Land	210
Buildings and Improvements	13,426
Total	13,636
Accumulated Depreciation	(1,878)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1197 Aurora CO | Medical office
Initial Cost to Company
Land	200
Buildings and Improvements	8,414
Costs Capitalized Subsequent to Acquisition	735
Gross Amount at Which Carried As of Year End
Land	200
Buildings and Improvements	9,149
Total	9,349
Accumulated Depreciation	(1,529)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	33
882 Colorado Springs CO | Medical office
Initial Cost to Company
Buildings and Improvements	12,933
Costs Capitalized Subsequent to Acquisition	4,869
Gross Amount at Which Carried As of Year End
Buildings and Improvements	17,803
Total	17,803
Accumulated Depreciation	(3,147)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
814 Conifer CO | Medical office
Initial Cost to Company
Buildings and Improvements	1,485
Costs Capitalized Subsequent to Acquisition	22
Gross Amount at Which Carried As of Year End
Buildings and Improvements	1,508
Total	1,508
Accumulated Depreciation	(236)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1199 Denver CO | Medical office
Initial Cost to Company
Land	493
Buildings and Improvements	7,897
Costs Capitalized Subsequent to Acquisition	346
Gross Amount at Which Carried As of Year End
Land	558
Buildings and Improvements	8,178
Total	8,736
Accumulated Depreciation	(1,332)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	33
808 Englewood CO | Medical office
Initial Cost to Company
Buildings and Improvements	8,616
Costs Capitalized Subsequent to Acquisition	1,270
Gross Amount at Which Carried As of Year End
Buildings and Improvements	9,761
Total	9,761
Accumulated Depreciation	(2,077)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
809 Englewood CO | Medical office
Initial Cost to Company
Buildings and Improvements	8,449
Costs Capitalized Subsequent to Acquisition	2,095
Gross Amount at Which Carried As of Year End
Buildings and Improvements	10,258
Total	10,258
Accumulated Depreciation	(1,910)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
810 Englewood CO | Medical office
Initial Cost to Company
Buildings and Improvements	8,040
Costs Capitalized Subsequent to Acquisition	2,475
Gross Amount at Which Carried As of Year End
Buildings and Improvements	10,515
Total	10,515
Accumulated Depreciation	(2,169)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
811 Englewood CO | Medical office
Initial Cost to Company
Buildings and Improvements	8,472
Costs Capitalized Subsequent to Acquisition	1,227
Gross Amount at Which Carried As of Year End
Buildings and Improvements	9,692
Total	9,692
Accumulated Depreciation	(1,961)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
812 Littleton CO | Medical office
Initial Cost to Company
Buildings and Improvements	4,562
Costs Capitalized Subsequent to Acquisition	960
Gross Amount at Which Carried As of Year End
Land	79
Buildings and Improvements	5,407
Total	5,486
Accumulated Depreciation	(1,182)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
813 Littleton CO | Medical office
Initial Cost to Company
Buildings and Improvements	4,926
Costs Capitalized Subsequent to Acquisition	681
Gross Amount at Which Carried As of Year End
Land	5
Buildings and Improvements	5,576
Total	5,581
Accumulated Depreciation	(1,082)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	38
570 Lone Tree CO | Medical office
Initial Cost to Company
Costs Capitalized Subsequent to Acquisition	18,450
Gross Amount at Which Carried As of Year End
Buildings and Improvements	18,509
Total	18,509
Accumulated Depreciation	(3,790)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	39
666 Lone Tree CO | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	14,410
Initial Cost to Company
Buildings and Improvements	23,274
Costs Capitalized Subsequent to Acquisition	750
Gross Amount at Which Carried As of Year End
Buildings and Improvements	24,013
Total	24,013
Accumulated Depreciation	(3,468)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	37
1076 Parker CO | Medical office
Initial Cost to Company
Buildings and Improvements	13,388
Costs Capitalized Subsequent to Acquisition	46
Gross Amount at Which Carried As of Year End
Land	8
Buildings and Improvements	13,426
Total	13,434
Accumulated Depreciation	(1,937)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
510 Thornton CO | Medical office
Initial Cost to Company
Land	236
Buildings and Improvements	10,206
Costs Capitalized Subsequent to Acquisition	1,561
Gross Amount at Which Carried As of Year End
Land	244
Buildings and Improvements	11,735
Total	11,979
Accumulated Depreciation	(2,590)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	43
433 Atlantis FL | Medical office
Initial Cost to Company
Buildings and Improvements	5,651
Costs Capitalized Subsequent to Acquisition	445
Gross Amount at Which Carried As of Year End
Land	33
Buildings and Improvements	5,746
Total	5,779
Accumulated Depreciation	(2,173)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
434 Atlantis FL | Medical office
Initial Cost to Company
Buildings and Improvements	2,027
Costs Capitalized Subsequent to Acquisition	167
Gross Amount at Which Carried As of Year End
Buildings and Improvements	2,194
Total	2,194
Accumulated Depreciation	(753)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	34
435 Atlantis FL | Medical office
Initial Cost to Company
Buildings and Improvements	2,000
Costs Capitalized Subsequent to Acquisition	361
Gross Amount at Which Carried As of Year End
Buildings and Improvements	2,261
Total	2,261
Accumulated Depreciation	(818)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	32
602 Atlantis FL | Medical office
Initial Cost to Company
Land	455
Buildings and Improvements	2,231
Costs Capitalized Subsequent to Acquisition	336
Gross Amount at Which Carried As of Year End
Land	455
Buildings and Improvements	2,377
Total	2,832
Accumulated Depreciation	(402)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	34
603 Atlantis FL | Medical office
Initial Cost to Company
Land	1,507
Buildings and Improvements	2,894
Costs Capitalized Subsequent to Acquisition	1,629
Gross Amount at Which Carried As of Year End
Land	1,507
Buildings and Improvements	4,391
Total	5,898
Accumulated Depreciation	(443)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	34
604 Englewood FL | Medical office
Initial Cost to Company
Land	170
Buildings and Improvements	1,134
Costs Capitalized Subsequent to Acquisition	211
Gross Amount at Which Carried As of Year End
Land	170
Buildings and Improvements	1,330
Total	1,500
Accumulated Depreciation	(252)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	34
609 Kissimmee FL | Medical office
Initial Cost to Company
Land	788
Buildings and Improvements	174
Costs Capitalized Subsequent to Acquisition	170
Gross Amount at Which Carried As of Year End
Land	788
Buildings and Improvements	321
Total	1,109
Accumulated Depreciation	(89)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	34
610 Kissimmee FL | Medical office
Initial Cost to Company
Land	481
Buildings and Improvements	347
Costs Capitalized Subsequent to Acquisition	221
Gross Amount at Which Carried As of Year End
Land	481
Buildings and Improvements	568
Total	1,049
Accumulated Depreciation	(105)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	34
671 Kissimmee FL | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	5,561
Initial Cost to Company
Buildings and Improvements	7,574
Costs Capitalized Subsequent to Acquisition	1,277
Gross Amount at Which Carried As of Year End
Buildings and Improvements	8,821
Total	8,821
Accumulated Depreciation	(1,737)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	36
612 Margate FL | Medical office
Initial Cost to Company
Land	1,553
Buildings and Improvements	6,898
Costs Capitalized Subsequent to Acquisition	460
Gross Amount at Which Carried As of Year End
Land	1,553
Buildings and Improvements	7,341
Total	8,894
Accumulated Depreciation	(1,109)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	34
613 Miami FL | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	8,724
Initial Cost to Company
Land	4,392
Buildings and Improvements	11,841
Costs Capitalized Subsequent to Acquisition	2,024
Gross Amount at Which Carried As of Year End
Land	4,392
Buildings and Improvements	13,697
Total	18,089
Accumulated Depreciation	(2,385)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	34
1067 Milton FL | Medical office
Initial Cost to Company
Buildings and Improvements	8,566
Costs Capitalized Subsequent to Acquisition	185
Gross Amount at Which Carried As of Year End
Buildings and Improvements	8,751
Total	8,751
Accumulated Depreciation	(1,171)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
563 Orlando FL | Medical office
Initial Cost to Company
Land	2,144
Buildings and Improvements	5,136
Costs Capitalized Subsequent to Acquisition	2,979
Gross Amount at Which Carried As of Year End
Land	2,288
Buildings and Improvements	7,855
Total	10,143
Accumulated Depreciation	(2,081)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	37
833 Pace FL | Medical office
Initial Cost to Company
Buildings and Improvements	10,309
Costs Capitalized Subsequent to Acquisition	2,464
Gross Amount at Which Carried As of Year End
Buildings and Improvements	12,773
Total	12,773
Accumulated Depreciation	(2,927)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	44
834 Pensacola FL | Medical office
Initial Cost to Company
Buildings and Improvements	11,166
Costs Capitalized Subsequent to Acquisition	465
Gross Amount at Which Carried As of Year End
Buildings and Improvements	11,631
Total	11,631
Accumulated Depreciation	(1,540)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	45
614 Plantation FL | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	804
Initial Cost to Company
Land	969
Buildings and Improvements	3,241
Costs Capitalized Subsequent to Acquisition	732
Gross Amount at Which Carried As of Year End
Land	1,011
Buildings and Improvements	3,924
Total	4,935
Accumulated Depreciation	(760)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	34
673 Plantation FL | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	5,092
Initial Cost to Company
Land	1,091
Buildings and Improvements	7,176
Costs Capitalized Subsequent to Acquisition	187
Gross Amount at Which Carried As of Year End
Land	1,091
Buildings and Improvements	7,239
Total	8,330
Accumulated Depreciation	(1,126)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	36
701 St. Petersburg FL | Medical office
Initial Cost to Company
Buildings and Improvements	10,141
Costs Capitalized Subsequent to Acquisition	3,243
Gross Amount at Which Carried As of Year End
Buildings and Improvements	13,241
Total	13,241
Accumulated Depreciation	(2,193)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	38
1210 Tampa FL | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	5,418
Initial Cost to Company
Land	1,967
Buildings and Improvements	6,602
Costs Capitalized Subsequent to Acquisition	3,076
Gross Amount at Which Carried As of Year End
Land	2,067
Buildings and Improvements	9,533
Total	11,600
Accumulated Depreciation	(2,343)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	25
1058 McCaysville GA | Medical office
Initial Cost to Company
Buildings and Improvements	3,231
Costs Capitalized Subsequent to Acquisition	18
Gross Amount at Which Carried As of Year End
Buildings and Improvements	3,249
Total	3,249
Accumulated Depreciation	(431)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1065 Marion IL | Medical office
Initial Cost to Company
Land	100
Buildings and Improvements	11,484
Costs Capitalized Subsequent to Acquisition	89
Gross Amount at Which Carried As of Year End
Land	100
Buildings and Improvements	11,572
Total	11,672
Accumulated Depreciation	(1,620)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1057 Newburgh IN | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	8,057
Initial Cost to Company
Buildings and Improvements	14,019
Costs Capitalized Subsequent to Acquisition	1,094
Gross Amount at Which Carried As of Year End
Buildings and Improvements	15,113
Total	15,113
Accumulated Depreciation	(1,959)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
483 Wichita KS | Medical office
Initial Cost to Company
Land	530
Buildings and Improvements	3,341
Costs Capitalized Subsequent to Acquisition	287
Gross Amount at Which Carried As of Year End
Land	530
Buildings and Improvements	3,628
Total	4,158
Accumulated Depreciation	(823)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	45
1064 Lexington KY | Medical office
Initial Cost to Company
Buildings and Improvements	12,726
Costs Capitalized Subsequent to Acquisition	833
Gross Amount at Which Carried As of Year End
Buildings and Improvements	13,558
Total	13,558
Accumulated Depreciation	(2,017)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
735 Louisville KY | Medical office
Initial Cost to Company
Land	936
Buildings and Improvements	8,426
Costs Capitalized Subsequent to Acquisition	2,749
Gross Amount at Which Carried As of Year End
Land	936
Buildings and Improvements	11,067
Total	12,003
Accumulated Depreciation	(6,033)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	11
737 Louisville KY | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	17,805
Initial Cost to Company
Land	835
Buildings and Improvements	27,627
Costs Capitalized Subsequent to Acquisition	1,730
Gross Amount at Which Carried As of Year End
Land	835
Buildings and Improvements	29,134
Total	29,969
Accumulated Depreciation	(5,838)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	37
738 Louisville KY | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	5,021
Initial Cost to Company
Land	780
Buildings and Improvements	8,582
Costs Capitalized Subsequent to Acquisition	2,449
Gross Amount at Which Carried As of Year End
Land	808
Buildings and Improvements	10,980
Total	11,788
Accumulated Depreciation	(4,126)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	18
739 Louisville KY | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	8,117
Initial Cost to Company
Land	826
Buildings and Improvements	13,814
Costs Capitalized Subsequent to Acquisition	1,517
Gross Amount at Which Carried As of Year End
Land	826
Buildings and Improvements	15,260
Total	16,086
Accumulated Depreciation	(3,325)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	38
740 Louisville KY | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	8,788
Initial Cost to Company
Land	2,983
Buildings and Improvements	13,171
Costs Capitalized Subsequent to Acquisition	2,818
Gross Amount at Which Carried As of Year End
Land	2,983
Buildings and Improvements	15,816
Total	18,799
Accumulated Depreciation	(3,514)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	30
1944 Louisville KY | Medical office
Initial Cost to Company
Land	788
Buildings and Improvements	2,414
Gross Amount at Which Carried As of Year End
Land	788
Buildings and Improvements	2,414
Total	3,202
Accumulated Depreciation	(97)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	25
1945 Louisville KY | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	24,959
Initial Cost to Company
Land	3,255
Buildings and Improvements	28,644
Gross Amount at Which Carried As of Year End
Land	3,255
Buildings and Improvements	28,644
Total	31,899
Accumulated Depreciation	(955)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	30
1946 Louisville KY | Medical office
Initial Cost to Company
Land	430
Buildings and Improvements	6,125
Gross Amount at Which Carried As of Year End
Land	430
Buildings and Improvements	6,125
Total	6,555
Accumulated Depreciation	(204)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	30
1324 Haverhill MA | Medical office
Initial Cost to Company
Land	800
Buildings and Improvements	8,537
Costs Capitalized Subsequent to Acquisition	1,069
Gross Amount at Which Carried As of Year End
Land	800
Buildings and Improvements	9,606
Total	10,406
Accumulated Depreciation	(1,408)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1213 Columbia MD | Medical office
Initial Cost to Company
Land	1,115
Buildings and Improvements	3,206
Costs Capitalized Subsequent to Acquisition	954
Gross Amount at Which Carried As of Year End
Land	1,115
Buildings and Improvements	4,160
Total	5,275
Accumulated Depreciation	(755)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	34
361 Glen Burnie MD | Medical office
Initial Cost to Company
Land	670
Buildings and Improvements	5,085
Gross Amount at Which Carried As of Year End
Land	670
Buildings and Improvements	5,085
Total	5,755
Accumulated Depreciation	(1,840)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
1052 Towson MD | Medical office
Initial Cost to Company
Buildings and Improvements	14,233
Costs Capitalized Subsequent to Acquisition	3,524
Gross Amount at Which Carried As of Year End
Buildings and Improvements	15,719
Total	15,719
Accumulated Depreciation	(2,802)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
240 Minneapolis MN | Medical office
Initial Cost to Company
Land	117
Buildings and Improvements	13,213
Costs Capitalized Subsequent to Acquisition	1,111
Gross Amount at Which Carried As of Year End
Land	117
Buildings and Improvements	14,175
Total	14,292
Accumulated Depreciation	(5,512)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	32
300 Minneapolis MN | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	1,770
Initial Cost to Company
Land	160
Buildings and Improvements	10,131
Costs Capitalized Subsequent to Acquisition	2,383
Gross Amount at Which Carried As of Year End
Land	160
Buildings and Improvements	12,163
Total	12,323
Accumulated Depreciation	(4,402)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
1059 Jackson MS | Medical office
Initial Cost to Company
Buildings and Improvements	8,869
Costs Capitalized Subsequent to Acquisition	19
Gross Amount at Which Carried As of Year End
Buildings and Improvements	8,887
Total	8,887
Accumulated Depreciation	(1,167)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1060 Jackson MS | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	6,082
Initial Cost to Company
Buildings and Improvements	7,187
Costs Capitalized Subsequent to Acquisition	2,160
Gross Amount at Which Carried As of Year End
Buildings and Improvements	9,347
Total	9,347
Accumulated Depreciation	(1,381)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1078 Jackson MS | Medical office
Initial Cost to Company
Buildings and Improvements	8,413
Costs Capitalized Subsequent to Acquisition	688
Gross Amount at Which Carried As of Year End
Buildings and Improvements	9,101
Total	9,101
Accumulated Depreciation	(1,289)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1068 Omaha NE | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	13,956
Initial Cost to Company
Buildings and Improvements	16,243
Costs Capitalized Subsequent to Acquisition	360
Gross Amount at Which Carried As of Year End
Land	17
Buildings and Improvements	16,576
Total	16,593
Accumulated Depreciation	(2,259)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
729 Albuquerque NM | Medical office
Initial Cost to Company
Buildings and Improvements	5,380
Costs Capitalized Subsequent to Acquisition	162
Gross Amount at Which Carried As of Year End
Buildings and Improvements	5,542
Total	5,542
Accumulated Depreciation	(934)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	39
348 Elko NV | Medical office
Initial Cost to Company
Land	55
Buildings and Improvements	2,637
Costs Capitalized Subsequent to Acquisition	12
Gross Amount at Which Carried As of Year End
Land	55
Buildings and Improvements	2,649
Total	2,704
Accumulated Depreciation	(973)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
571 Las Vegas NV | Medical office
Initial Cost to Company
Costs Capitalized Subsequent to Acquisition	17,870
Gross Amount at Which Carried As of Year End
Buildings and Improvements	17,327
Total	17,327
Accumulated Depreciation	(3,530)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
660 Las Vegas NV | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	3,563
Initial Cost to Company
Land	1,121
Buildings and Improvements	4,363
Costs Capitalized Subsequent to Acquisition	2,827
Gross Amount at Which Carried As of Year End
Land	1,253
Buildings and Improvements	7,006
Total	8,259
Accumulated Depreciation	(1,717)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	34
661 Las Vegas NV | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	3,715
Initial Cost to Company
Land	2,125
Buildings and Improvements	4,829
Costs Capitalized Subsequent to Acquisition	2,231
Gross Amount at Which Carried As of Year End
Land	2,225
Buildings and Improvements	6,815
Total	9,040
Accumulated Depreciation	(1,358)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	34
662 Las Vegas NV | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	7,104
Initial Cost to Company
Land	3,480
Buildings and Improvements	12,305
Costs Capitalized Subsequent to Acquisition	2,772
Gross Amount at Which Carried As of Year End
Land	3,480
Buildings and Improvements	14,816
Total	18,296
Accumulated Depreciation	(2,836)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	34
663 Las Vegas NV | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	1,026
Initial Cost to Company
Land	1,717
Buildings and Improvements	3,597
Costs Capitalized Subsequent to Acquisition	1,890
Gross Amount at Which Carried As of Year End
Land	1,717
Buildings and Improvements	5,488
Total	7,205
Accumulated Depreciation	(1,396)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	34
664 Las Vegas NV | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	2,090
Initial Cost to Company
Land	1,172
Buildings and Improvements	1,550
Costs Capitalized Subsequent to Acquisition	325
Gross Amount at Which Carried As of Year End
Land	1,172
Buildings and Improvements	1,782
Total	2,954
Accumulated Depreciation	(542)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	34
691 Las Vegas NV | Medical office
Initial Cost to Company
Land	3,244
Buildings and Improvements	18,339
Costs Capitalized Subsequent to Acquisition	1,566
Gross Amount at Which Carried As of Year End
Land	3,273
Buildings and Improvements	19,756
Total	23,029
Accumulated Depreciation	(5,562)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	30
1285 Cleveland OH | Medical office
Initial Cost to Company
Land	823
Buildings and Improvements	2,726
Costs Capitalized Subsequent to Acquisition	457
Gross Amount at Which Carried As of Year End
Land	853
Buildings and Improvements	3,152
Total	4,005
Accumulated Depreciation	(1,066)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
400 Harrison OH | Medical office
Initial Cost to Company
Buildings and Improvements	4,561
Costs Capitalized Subsequent to Acquisition	300
Gross Amount at Which Carried As of Year End
Buildings and Improvements	4,861
Total	4,861
Accumulated Depreciation	(1,615)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
1054 Durant OK | Medical office
Initial Cost to Company
Land	619
Buildings and Improvements	9,256
Costs Capitalized Subsequent to Acquisition	1,152
Gross Amount at Which Carried As of Year End
Land	651
Buildings and Improvements	10,376
Total	11,027
Accumulated Depreciation	(1,346)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
817 Owasso OK | Medical office
Initial Cost to Company
Buildings and Improvements	6,582
Costs Capitalized Subsequent to Acquisition	562
Gross Amount at Which Carried As of Year End
Buildings and Improvements	7,144
Total	7,144
Accumulated Depreciation	(1,767)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
404 Roseburg OR | Medical office
Initial Cost to Company
Buildings and Improvements	5,707
Gross Amount at Which Carried As of Year End
Buildings and Improvements	5,707
Total	5,707
Accumulated Depreciation	(1,909)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
252 Clarksville TN | Medical office
Initial Cost to Company
Land	765
Buildings and Improvements	4,184
Gross Amount at Which Carried As of Year End
Land	765
Buildings and Improvements	4,184
Total	4,949
Accumulated Depreciation	(1,643)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
624 Hendersonville TN | Medical office
Initial Cost to Company
Land	256
Buildings and Improvements	1,530
Costs Capitalized Subsequent to Acquisition	636
Gross Amount at Which Carried As of Year End
Land	256
Buildings and Improvements	2,102
Total	2,358
Accumulated Depreciation	(522)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	34
559 Hermitage TN | Medical office
Initial Cost to Company
Land	830
Buildings and Improvements	5,036
Costs Capitalized Subsequent to Acquisition	4,574
Gross Amount at Which Carried As of Year End
Land	830
Buildings and Improvements	9,477
Total	10,307
Accumulated Depreciation	(2,282)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
561 Hermitage TN | Medical office
Initial Cost to Company
Land	596
Buildings and Improvements	9,698
Costs Capitalized Subsequent to Acquisition	1,658
Gross Amount at Which Carried As of Year End
Land	596
Buildings and Improvements	11,011
Total	11,607
Accumulated Depreciation	(2,688)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	37
562 Hermitage TN | Medical office
Initial Cost to Company
Land	317
Buildings and Improvements	6,528
Costs Capitalized Subsequent to Acquisition	1,701
Gross Amount at Which Carried As of Year End
Land	317
Buildings and Improvements	7,973
Total	8,290
Accumulated Depreciation	(1,838)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	37
154 Knoxville TN | Medical office
Initial Cost to Company
Land	700
Buildings and Improvements	4,559
Costs Capitalized Subsequent to Acquisition	2,300
Gross Amount at Which Carried As of Year End
Land	700
Buildings and Improvements	6,859
Total	7,559
Accumulated Depreciation	(1,980)
409 Murfreesboro TN | Medical office
Initial Cost to Company
Land	900
Buildings and Improvements	12,706
Gross Amount at Which Carried As of Year End
Land	900
Buildings and Improvements	12,706
Total	13,606
Accumulated Depreciation	(4,361)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
625 Nashville TN | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	9,288
Initial Cost to Company
Land	955
Buildings and Improvements	14,289
Costs Capitalized Subsequent to Acquisition	1,337
Gross Amount at Which Carried As of Year End
Land	955
Buildings and Improvements	15,507
Total	16,462
Accumulated Depreciation	(2,756)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	34
626 Nashville TN | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	3,823
Initial Cost to Company
Land	2,050
Buildings and Improvements	5,211
Costs Capitalized Subsequent to Acquisition	1,514
Gross Amount at Which Carried As of Year End
Land	2,055
Buildings and Improvements	6,658
Total	8,713
Accumulated Depreciation	(1,143)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	34
627 Nashville TN | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	542
Initial Cost to Company
Land	1,007
Buildings and Improvements	181
Costs Capitalized Subsequent to Acquisition	520
Gross Amount at Which Carried As of Year End
Land	1,007
Buildings and Improvements	681
Total	1,688
Accumulated Depreciation	(109)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	34
628 Nashville TN | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	5,414
Initial Cost to Company
Land	2,980
Buildings and Improvements	7,164
Costs Capitalized Subsequent to Acquisition	936
Gross Amount at Which Carried As of Year End
Land	2,980
Buildings and Improvements	8,070
Total	11,050
Accumulated Depreciation	(1,234)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	34
630 Nashville TN | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	546
Initial Cost to Company
Land	515
Buildings and Improvements	848
Costs Capitalized Subsequent to Acquisition	225
Gross Amount at Which Carried As of Year End
Land	528
Buildings and Improvements	1,059
Total	1,587
Accumulated Depreciation	(162)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	34
631 Nashville TN | Medical office
Initial Cost to Company
Land	266
Buildings and Improvements	1,305
Costs Capitalized Subsequent to Acquisition	550
Gross Amount at Which Carried As of Year End
Land	266
Buildings and Improvements	1,752
Total	2,018
Accumulated Depreciation	(336)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	34
632 Nashville TN | Medical office
Initial Cost to Company
Land	827
Buildings and Improvements	7,642
Costs Capitalized Subsequent to Acquisition	1,898
Gross Amount at Which Carried As of Year End
Land	827
Buildings and Improvements	9,479
Total	10,306
Accumulated Depreciation	(1,702)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	34
633 Nashville TN | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	9,776
Initial Cost to Company
Land	5,425
Buildings and Improvements	12,577
Costs Capitalized Subsequent to Acquisition	2,921
Gross Amount at Which Carried As of Year End
Land	5,425
Buildings and Improvements	15,466
Total	20,891
Accumulated Depreciation	(2,682)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	34
634 Nashville TN | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	8,938
Initial Cost to Company
Land	3,818
Buildings and Improvements	15,185
Costs Capitalized Subsequent to Acquisition	2,498
Gross Amount at Which Carried As of Year End
Land	3,818
Buildings and Improvements	17,427
Total	21,245
Accumulated Depreciation	(3,317)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	34
636 Nashville TN | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	445
Initial Cost to Company
Land	583
Buildings and Improvements	450
Gross Amount at Which Carried As of Year End
Land	583
Buildings and Improvements	450
Total	1,033
Accumulated Depreciation	(68)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	34
573 Arlington TX | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	8,718
Initial Cost to Company
Land	769
Buildings and Improvements	12,355
Costs Capitalized Subsequent to Acquisition	1,575
Gross Amount at Which Carried As of Year End
Land	769
Buildings and Improvements	13,864
Total	14,633
Accumulated Depreciation	(2,336)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	34
576 Conroe TX | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	2,847
Initial Cost to Company
Land	324
Buildings and Improvements	4,842
Costs Capitalized Subsequent to Acquisition	1,413
Gross Amount at Which Carried As of Year End
Land	324
Buildings and Improvements	6,152
Total	6,476
Accumulated Depreciation	(1,445)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	34
577 Conroe TX | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	5,237
Initial Cost to Company
Land	397
Buildings and Improvements	7,966
Costs Capitalized Subsequent to Acquisition	1,047
Gross Amount at Which Carried As of Year End
Land	397
Buildings and Improvements	9,009
Total	9,406
Accumulated Depreciation	(1,743)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	34
578 Conroe TX | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	5,472
Initial Cost to Company
Land	388
Buildings and Improvements	7,975
Costs Capitalized Subsequent to Acquisition	90
Gross Amount at Which Carried As of Year End
Land	388
Buildings and Improvements	8,039
Total	8,427
Accumulated Depreciation	(1,125)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	37
579 Conroe TX | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	1,789
Initial Cost to Company
Land	188
Buildings and Improvements	3,618
Costs Capitalized Subsequent to Acquisition	581
Gross Amount at Which Carried As of Year End
Land	188
Buildings and Improvements	4,181
Total	4,369
Accumulated Depreciation	(611)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	34
581 Corpus Christi TX | Medical office
Initial Cost to Company
Land	717
Buildings and Improvements	8,181
Costs Capitalized Subsequent to Acquisition	1,967
Gross Amount at Which Carried As of Year End
Land	717
Buildings and Improvements	10,104
Total	10,821
Accumulated Depreciation	(2,235)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	34
600 Corpus Christi TX | Medical office
Initial Cost to Company
Land	328
Buildings and Improvements	3,210
Costs Capitalized Subsequent to Acquisition	1,639
Gross Amount at Which Carried As of Year End
Land	328
Buildings and Improvements	4,648
Total	4,976
Accumulated Depreciation	(962)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	34
601 Corpus Christi TX | Medical office
Initial Cost to Company
Land	313
Buildings and Improvements	1,771
Costs Capitalized Subsequent to Acquisition	476
Gross Amount at Which Carried As of Year End
Land	313
Buildings and Improvements	2,234
Total	2,547
Accumulated Depreciation	(454)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	34
582 Dallas TX | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	5,383
Initial Cost to Company
Land	1,664
Buildings and Improvements	6,785
Costs Capitalized Subsequent to Acquisition	1,630
Gross Amount at Which Carried As of Year End
Land	1,693
Buildings and Improvements	8,310
Total	10,003
Accumulated Depreciation	(1,656)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	34
1314 Dallas TX | Medical office
Initial Cost to Company
Land	15,230
Buildings and Improvements	162,971
Costs Capitalized Subsequent to Acquisition	4,609
Gross Amount at Which Carried As of Year End
Land	15,239
Buildings and Improvements	167,516
Total	182,755
Accumulated Depreciation	(24,422)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
583 Fort Worth TX | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	2,970
Initial Cost to Company
Land	898
Buildings and Improvements	4,866
Costs Capitalized Subsequent to Acquisition	1,201
Gross Amount at Which Carried As of Year End
Land	898
Buildings and Improvements	6,013
Total	6,911
Accumulated Depreciation	(1,124)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	34
805 Fort Worth TX | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	1,992
Initial Cost to Company
Buildings and Improvements	2,481
Costs Capitalized Subsequent to Acquisition	648
Gross Amount at Which Carried As of Year End
Land	2
Buildings and Improvements	3,082
Total	3,084
Accumulated Depreciation	(788)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	25
806 Fort Worth TX | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	4,075
Initial Cost to Company
Buildings and Improvements	6,070
Costs Capitalized Subsequent to Acquisition	11
Gross Amount at Which Carried As of Year End
Land	5
Buildings and Improvements	6,075
Total	6,080
Accumulated Depreciation	(1,022)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1061 Granbury TX | Medical office
Initial Cost to Company
Buildings and Improvements	6,863
Costs Capitalized Subsequent to Acquisition	80
Gross Amount at Which Carried As of Year End
Buildings and Improvements	6,943
Total	6,943
Accumulated Depreciation	(934)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
430 Houston TX | Medical office
Initial Cost to Company
Land	1,927
Buildings and Improvements	33,140
Costs Capitalized Subsequent to Acquisition	1,663
Gross Amount at Which Carried As of Year End
Land	2,019
Buildings and Improvements	34,558
Total	36,577
Accumulated Depreciation	(11,868)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
446 Houston TX | Medical office
Initial Cost to Company
Land	2,200
Buildings and Improvements	19,585
Costs Capitalized Subsequent to Acquisition	3,846
Gross Amount at Which Carried As of Year End
Land	2,209
Buildings and Improvements	20,915
Total	23,124
Accumulated Depreciation	(11,476)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	17
586 Houston TX | Medical office
Initial Cost to Company
Land	1,033
Buildings and Improvements	3,165
Costs Capitalized Subsequent to Acquisition	751
Gross Amount at Which Carried As of Year End
Land	1,033
Buildings and Improvements	3,791
Total	4,824
Accumulated Depreciation	(715)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	34
589 Houston TX | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	9,899
Initial Cost to Company
Land	1,676
Buildings and Improvements	12,602
Costs Capitalized Subsequent to Acquisition	2,052
Gross Amount at Which Carried As of Year End
Land	1,706
Buildings and Improvements	14,503
Total	16,209
Accumulated Depreciation	(2,805)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	34
670 Houston TX | Medical office
Initial Cost to Company
Land	257
Buildings and Improvements	2,884
Costs Capitalized Subsequent to Acquisition	649
Gross Amount at Which Carried As of Year End
Land	297
Buildings and Improvements	3,468
Total	3,765
Accumulated Depreciation	(600)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
702 Houston TX | Medical office
Initial Cost to Company
Buildings and Improvements	7,414
Costs Capitalized Subsequent to Acquisition	1,106
Gross Amount at Which Carried As of Year End
Land	7
Buildings and Improvements	8,492
Total	8,499
Accumulated Depreciation	(1,526)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	36
1044 Houston TX | Medical office
Initial Cost to Company
Buildings and Improvements	4,838
Costs Capitalized Subsequent to Acquisition	3,158
Gross Amount at Which Carried As of Year End
Buildings and Improvements	7,911
Total	7,911
Accumulated Depreciation	(1,451)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
590 Irving TX | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	5,630
Initial Cost to Company
Land	828
Buildings and Improvements	6,160
Costs Capitalized Subsequent to Acquisition	1,330
Gross Amount at Which Carried As of Year End
Land	828
Buildings and Improvements	7,449
Total	8,277
Accumulated Depreciation	(1,220)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	34
700 Irving TX | Medical office
Initial Cost to Company
Buildings and Improvements	8,550
Costs Capitalized Subsequent to Acquisition	2,882
Gross Amount at Which Carried As of Year End
Buildings and Improvements	11,429
Total	11,429
Accumulated Depreciation	(1,995)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	34
1202 Irving TX | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	6,803
Initial Cost to Company
Land	1,604
Buildings and Improvements	16,107
Costs Capitalized Subsequent to Acquisition	591
Gross Amount at Which Carried As of Year End
Land	1,604
Buildings and Improvements	16,698
Total	18,302
Accumulated Depreciation	(2,250)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1207 Irving TX | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	6,148
Initial Cost to Company
Land	1,955
Buildings and Improvements	12,793
Costs Capitalized Subsequent to Acquisition	138
Gross Amount at Which Carried As of Year End
Land	1,986
Buildings and Improvements	12,900
Total	14,886
Accumulated Depreciation	(1,703)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1062 Lancaster TX | Medical office
Initial Cost to Company
Land	162
Buildings and Improvements	3,830
Costs Capitalized Subsequent to Acquisition	318
Gross Amount at Which Carried As of Year End
Land	162
Buildings and Improvements	4,123
Total	4,285
Accumulated Depreciation	(640)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	39
591 Lewisville TX | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	5,259
Initial Cost to Company
Land	561
Buildings and Improvements	8,043
Costs Capitalized Subsequent to Acquisition	434
Gross Amount at Which Carried As of Year End
Land	561
Buildings and Improvements	8,451
Total	9,012
Accumulated Depreciation	(1,280)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	34
144 Longview TX | Medical office
Initial Cost to Company
Land	102
Buildings and Improvements	7,998
Costs Capitalized Subsequent to Acquisition	281
Gross Amount at Which Carried As of Year End
Land	102
Buildings and Improvements	8,279
Total	8,381
Accumulated Depreciation	(3,242)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	45
143 Lufkin TX | Medical office
Initial Cost to Company
Land	338
Buildings and Improvements	2,383
Costs Capitalized Subsequent to Acquisition	40
Gross Amount at Which Carried As of Year End
Land	338
Buildings and Improvements	2,423
Total	2,761
Accumulated Depreciation	(927)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	45
568 McKinney TX | Medical office
Initial Cost to Company
Land	541
Buildings and Improvements	6,217
Costs Capitalized Subsequent to Acquisition	493
Gross Amount at Which Carried As of Year End
Land	541
Buildings and Improvements	6,296
Total	6,837
Accumulated Depreciation	(1,453)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	36
569 McKinney TX | Medical office
Initial Cost to Company
Buildings and Improvements	636
Costs Capitalized Subsequent to Acquisition	7,527
Gross Amount at Which Carried As of Year End
Buildings and Improvements	7,650
Total	7,650
Accumulated Depreciation	(1,598)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
596 Nassau Bay TX | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	5,500
Initial Cost to Company
Land	812
Buildings and Improvements	8,883
Costs Capitalized Subsequent to Acquisition	1,131
Gross Amount at Which Carried As of Year End
Land	812
Buildings and Improvements	9,944
Total	10,756
Accumulated Depreciation	(1,520)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	37
1079 North Richland Hills TX | Medical office
Initial Cost to Company
Buildings and Improvements	8,942
Costs Capitalized Subsequent to Acquisition	344
Gross Amount at Which Carried As of Year End
Buildings and Improvements	9,153
Total	9,153
Accumulated Depreciation	(1,274)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
142 Pampa TX | Medical office
Initial Cost to Company
Land	84
Buildings and Improvements	3,242
Costs Capitalized Subsequent to Acquisition	548
Gross Amount at Which Carried As of Year End
Land	84
Buildings and Improvements	3,790
Total	3,874
Accumulated Depreciation	(1,453)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	45
1048 Pearland TX | Medical office
Initial Cost to Company
Buildings and Improvements	4,014
Costs Capitalized Subsequent to Acquisition	3,960
Gross Amount at Which Carried As of Year End
Buildings and Improvements	7,974
Total	7,974
Accumulated Depreciation	(1,376)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
447 Plano TX | Medical office
Initial Cost to Company
Land	1,700
Buildings and Improvements	7,810
Costs Capitalized Subsequent to Acquisition	2,589
Gross Amount at Which Carried As of Year End
Land	1,704
Buildings and Improvements	9,937
Total	11,641
Accumulated Depreciation	(3,416)
597 Plano TX | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	7,734
Initial Cost to Company
Land	1,210
Buildings and Improvements	9,588
Costs Capitalized Subsequent to Acquisition	1,420
Gross Amount at Which Carried As of Year End
Land	1,210
Buildings and Improvements	10,916
Total	12,126
Accumulated Depreciation	(2,027)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	34
672 Plano TX | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	9,896
Initial Cost to Company
Land	1,389
Buildings and Improvements	12,768
Costs Capitalized Subsequent to Acquisition	887
Gross Amount at Which Carried As of Year End
Land	1,389
Buildings and Improvements	13,294
Total	14,683
Accumulated Depreciation	(2,187)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	36
1284 Plano TX | Medical office
Initial Cost to Company
Land	2,049
Buildings and Improvements	18,793
Costs Capitalized Subsequent to Acquisition	1,039
Gross Amount at Which Carried As of Year End
Land	2,087
Buildings and Improvements	19,007
Total	21,094
Accumulated Depreciation	(4,311)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1286 Plano TX | Medical office
Initial Cost to Company
Land	3,300
Gross Amount at Which Carried As of Year End
Land	3,300
Total	3,300
815 San Antonio TX | Medical office
Initial Cost to Company
Buildings and Improvements	9,193
Costs Capitalized Subsequent to Acquisition	762
Gross Amount at Which Carried As of Year End
Land	12
Buildings and Improvements	9,913
Total	9,925
Accumulated Depreciation	(1,904)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
816 San Antonio TX | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	4,656
Initial Cost to Company
Buildings and Improvements	8,699
Costs Capitalized Subsequent to Acquisition	838
Gross Amount at Which Carried As of Year End
Buildings and Improvements	9,499
Total	9,499
Accumulated Depreciation	(1,773)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
598 Sugarland TX | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	3,898
Initial Cost to Company
Land	1,078
Buildings and Improvements	5,158
Costs Capitalized Subsequent to Acquisition	1,359
Gross Amount at Which Carried As of Year End
Land	1,084
Buildings and Improvements	6,375
Total	7,459
Accumulated Depreciation	(1,084)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	34
1081 Texarkana TX | Medical office
Initial Cost to Company
Land	1,117
Buildings and Improvements	7,423
Costs Capitalized Subsequent to Acquisition	207
Gross Amount at Which Carried As of Year End
Land	1,177
Buildings and Improvements	7,571
Total	8,748
Accumulated Depreciation	(1,068)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
599 Texas City TX | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	6,373
Initial Cost to Company
Buildings and Improvements	9,519
Costs Capitalized Subsequent to Acquisition	157
Gross Amount at Which Carried As of Year End
Buildings and Improvements	9,676
Total	9,676
Accumulated Depreciation	(1,392)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	37
152 Victoria TX | Medical office
Initial Cost to Company
Land	125
Buildings and Improvements	8,977
Gross Amount at Which Carried As of Year End
Land	125
Buildings and Improvements	8,977
Total	9,102
Accumulated Depreciation	(3,405)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	45
1591 San Antonio TX | Medical office
Initial Cost to Company
Buildings and Improvements	7,309
Costs Capitalized Subsequent to Acquisition	239
Gross Amount at Which Carried As of Year End
Buildings and Improvements	7,548
Total	7,548
Accumulated Depreciation	(366)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	30
1977 San Antonio TX | Medical office
Initial Cost to Company
Buildings and Improvements	26,191
Costs Capitalized Subsequent to Acquisition	542
Gross Amount at Which Carried As of Year End
Buildings and Improvements	26,733
Total	26,733
Accumulated Depreciation	(833)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	30
1592 Bountiful UT | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	5,241
Initial Cost to Company
Land	999
Buildings and Improvements	7,426
Costs Capitalized Subsequent to Acquisition	54
Gross Amount at Which Carried As of Year End
Land	999
Buildings and Improvements	7,481
Total	8,480
Accumulated Depreciation	(351)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	30
169 Bountiful UT | Medical office
Initial Cost to Company
Land	276
Buildings and Improvements	5,237
Costs Capitalized Subsequent to Acquisition	455
Gross Amount at Which Carried As of Year End
Land	276
Buildings and Improvements	5,691
Total	5,967
Accumulated Depreciation	(1,957)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	45
346 Castle Dale UT | Medical office
Initial Cost to Company
Land	50
Buildings and Improvements	1,818
Costs Capitalized Subsequent to Acquisition	63
Gross Amount at Which Carried As of Year End
Land	50
Buildings and Improvements	1,881
Total	1,931
Accumulated Depreciation	(698)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
347 Centerville UT | Medical office
Initial Cost to Company
Land	300
Buildings and Improvements	1,288
Costs Capitalized Subsequent to Acquisition	191
Gross Amount at Which Carried As of Year End
Land	300
Buildings and Improvements	1,479
Total	1,779
Accumulated Depreciation	(567)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
350 Grantsville UT | Medical office
Initial Cost to Company
Land	50
Buildings and Improvements	429
Costs Capitalized Subsequent to Acquisition	39
Gross Amount at Which Carried As of Year End
Land	50
Buildings and Improvements	468
Total	518
Accumulated Depreciation	(175)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
469 Kaysville UT | Medical office
Initial Cost to Company
Land	530
Buildings and Improvements	4,493
Costs Capitalized Subsequent to Acquisition	146
Gross Amount at Which Carried As of Year End
Land	530
Buildings and Improvements	4,639
Total	5,169
Accumulated Depreciation	(1,046)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	43
456 Layton UT | Medical office
Initial Cost to Company
Land	371
Buildings and Improvements	7,073
Costs Capitalized Subsequent to Acquisition	357
Gross Amount at Which Carried As of Year End
Land	389
Buildings and Improvements	7,359
Total	7,748
Accumulated Depreciation	(2,287)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
359 Ogden UT | Medical office
Initial Cost to Company
Land	180
Buildings and Improvements	1,695
Costs Capitalized Subsequent to Acquisition	121
Gross Amount at Which Carried As of Year End
Land	180
Buildings and Improvements	1,764
Total	1,944
Accumulated Depreciation	(653)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
1283 Ogden UT | Medical office
Initial Cost to Company
Land	106
Buildings and Improvements	4,464
Costs Capitalized Subsequent to Acquisition	455
Gross Amount at Which Carried As of Year End
Land	106
Buildings and Improvements	4,466
Total	4,572
Accumulated Depreciation	(545)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
357 Orem UT | Medical office
Initial Cost to Company
Land	337
Buildings and Improvements	8,744
Costs Capitalized Subsequent to Acquisition	1,144
Gross Amount at Which Carried As of Year End
Land	306
Buildings and Improvements	9,167
Total	9,473
Accumulated Depreciation	(3,597)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
371 Providence UT | Medical office
Initial Cost to Company
Land	240
Buildings and Improvements	3,876
Costs Capitalized Subsequent to Acquisition	198
Gross Amount at Which Carried As of Year End
Land	256
Buildings and Improvements	3,798
Total	4,054
Accumulated Depreciation	(1,358)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
353 Salt Lake City UT | Medical office
Initial Cost to Company
Land	190
Buildings and Improvements	779
Costs Capitalized Subsequent to Acquisition	61
Gross Amount at Which Carried As of Year End
Land	201
Buildings and Improvements	830
Total	1,031
Accumulated Depreciation	(313)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
355 Salt Lake City UT | Medical office
Initial Cost to Company
Land	180
Buildings and Improvements	14,792
Costs Capitalized Subsequent to Acquisition	759
Gross Amount at Which Carried As of Year End
Land	180
Buildings and Improvements	15,502
Total	15,682
Accumulated Depreciation	(5,727)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
467 Salt Lake City UT | Medical office
Initial Cost to Company
Land	3,000
Buildings and Improvements	7,541
Costs Capitalized Subsequent to Acquisition	509
Gross Amount at Which Carried As of Year End
Land	3,007
Buildings and Improvements	7,998
Total	11,005
Accumulated Depreciation	(2,129)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	38
566 Salt Lake City UT | Medical office
Initial Cost to Company
Land	509
Buildings and Improvements	4,044
Costs Capitalized Subsequent to Acquisition	792
Gross Amount at Which Carried As of Year End
Land	509
Buildings and Improvements	4,691
Total	5,200
Accumulated Depreciation	(1,084)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	37
354 Salt Lake City UT | Medical office
Initial Cost to Company
Land	220
Buildings and Improvements	10,732
Costs Capitalized Subsequent to Acquisition	802
Gross Amount at Which Carried As of Year End
Land	220
Buildings and Improvements	11,332
Total	11,552
Accumulated Depreciation	(4,132)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
358 Springville UT | Medical office
Initial Cost to Company
Land	85
Buildings and Improvements	1,493
Costs Capitalized Subsequent to Acquisition	163
Gross Amount at Which Carried As of Year End
Land	85
Buildings and Improvements	1,657
Total	1,742
Accumulated Depreciation	(592)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
482 Stansbury UT | Medical office
Initial Cost to Company
Land	450
Buildings and Improvements	3,201
Costs Capitalized Subsequent to Acquisition	299
Gross Amount at Which Carried As of Year End
Land	450
Buildings and Improvements	3,452
Total	3,902
Accumulated Depreciation	(814)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	45
351 Washington Terrace UT | Medical office
Initial Cost to Company
Buildings and Improvements	4,573
Costs Capitalized Subsequent to Acquisition	1,502
Gross Amount at Which Carried As of Year End
Buildings and Improvements	5,723
Total	5,723
Accumulated Depreciation	(1,890)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
352 Washington Terrace UT | Medical office
Initial Cost to Company
Buildings and Improvements	2,692
Costs Capitalized Subsequent to Acquisition	354
Gross Amount at Which Carried As of Year End
Buildings and Improvements	2,753
Total	2,753
Accumulated Depreciation	(981)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
495 West Valley UT | Medical office
Initial Cost to Company
Land	410
Buildings and Improvements	8,266
Costs Capitalized Subsequent to Acquisition	1,002
Gross Amount at Which Carried As of Year End
Land	410
Buildings and Improvements	9,268
Total	9,678
Accumulated Depreciation	(2,593)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
349 West Valley UT | Medical office
Initial Cost to Company
Land	1,070
Buildings and Improvements	17,463
Costs Capitalized Subsequent to Acquisition	84
Gross Amount at Which Carried As of Year End
Land	1,070
Buildings and Improvements	17,548
Total	18,618
Accumulated Depreciation	(6,451)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
1208 Fairfax VA | Medical office
Initial Cost to Company
Land	8,396
Buildings and Improvements	16,710
Costs Capitalized Subsequent to Acquisition	1,722
Gross Amount at Which Carried As of Year End
Land	8,408
Buildings and Improvements	18,419
Total	26,827
Accumulated Depreciation	(3,561)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	28
572 Reston VA | Medical office
Initial Cost to Company
Buildings and Improvements	11,902
Costs Capitalized Subsequent to Acquisition	(121)
Gross Amount at Which Carried As of Year End
Buildings and Improvements	11,710
Total	11,710
Accumulated Depreciation	(2,402)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	43
448 Renton WA | Medical office
Initial Cost to Company
Buildings and Improvements	18,724
Costs Capitalized Subsequent to Acquisition	1,195
Gross Amount at Which Carried As of Year End
Buildings and Improvements	19,379
Total	19,379
Accumulated Depreciation	(6,701)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
781 Seattle WA | Medical office
Initial Cost to Company
Buildings and Improvements	52,703
Costs Capitalized Subsequent to Acquisition	2,324
Gross Amount at Which Carried As of Year End
Buildings and Improvements	52,372
Total	52,372
Accumulated Depreciation	(10,368)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	39
782 Seattle WA | Medical office
Initial Cost to Company
Buildings and Improvements	24,382
Costs Capitalized Subsequent to Acquisition	3,369
Gross Amount at Which Carried As of Year End
Land	21
Buildings and Improvements	26,923
Total	26,944
Accumulated Depreciation	(5,464)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	36
783 Seattle WA | Medical office
Initial Cost to Company
Buildings and Improvements	5,625
Costs Capitalized Subsequent to Acquisition	863
Gross Amount at Which Carried As of Year End
Buildings and Improvements	6,440
Total	6,440
Accumulated Depreciation	(4,173)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	10
785 Seattle WA | Medical office
Initial Cost to Company
Buildings and Improvements	7,293
Costs Capitalized Subsequent to Acquisition	1,207
Gross Amount at Which Carried As of Year End
Buildings and Improvements	7,742
Total	7,742
Accumulated Depreciation	(1,788)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	33
1385 Seattle WA | Medical office
Initial Cost to Company
Buildings and Improvements	38,925
Costs Capitalized Subsequent to Acquisition	437
Gross Amount at Which Carried As of Year End
Buildings and Improvements	39,352
Total	39,352
Accumulated Depreciation	(5,954)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	30
884 Mexico City DF | Medical office
Initial Cost to Company
Land	415
Buildings and Improvements	3,739
Costs Capitalized Subsequent to Acquisition	13
Gross Amount at Which Carried As of Year End
Land	259
Buildings and Improvements	3,897
Total	4,156
Accumulated Depreciation	(531)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
12 Livermore CA | Post-acute/skilled nursing
Initial Cost to Company
Land	610
Buildings and Improvements	1,711
Costs Capitalized Subsequent to Acquisition	1,125
Gross Amount at Which Carried As of Year End
Land	610
Buildings and Improvements	2,836
Total	3,446
Accumulated Depreciation	(2,784)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	25
315 Perris CA | Post-acute/skilled nursing
Initial Cost to Company
Land	336
Buildings and Improvements	3,021
Gross Amount at Which Carried As of Year End
Land	336
Buildings and Improvements	3,021
Total	3,357
Accumulated Depreciation	(1,442)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	25
237 Vista CA | Post-acute/skilled nursing
Initial Cost to Company
Land	653
Buildings and Improvements	6,012
Costs Capitalized Subsequent to Acquisition	90
Gross Amount at Which Carried As of Year End
Land	653
Buildings and Improvements	6,102
Total	6,755
Accumulated Depreciation	(3,109)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	25
2 Fort Collins CO | Post-acute/skilled nursing
Initial Cost to Company
Land	499
Buildings and Improvements	1,913
Costs Capitalized Subsequent to Acquisition	1,454
Gross Amount at Which Carried As of Year End
Land	499
Buildings and Improvements	3,122
Total	3,621
Accumulated Depreciation	(3,121)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	25
18 Morrison CO | Post-acute/skilled nursing
Initial Cost to Company
Land	1,429
Buildings and Improvements	5,464
Costs Capitalized Subsequent to Acquisition	4,019
Gross Amount at Which Carried As of Year End
Land	1,429
Buildings and Improvements	8,761
Total	10,190
Accumulated Depreciation	(8,544)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	24
280 Statesboro GA | Post-acute/skilled nursing
Initial Cost to Company
Land	168
Buildings and Improvements	1,508
Gross Amount at Which Carried As of Year End
Land	168
Buildings and Improvements	1,508
Total	1,676
Accumulated Depreciation	(743)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	25
297 Rexburg ID | Post-acute/skilled nursing
Initial Cost to Company
Land	200
Buildings and Improvements	5,310
Gross Amount at Which Carried As of Year End
Land	200
Buildings and Improvements	5,060
Total	5,260
Accumulated Depreciation	(1,952)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
378 Anderson IN | Post-acute/skilled nursing
Initial Cost to Company
Land	500
Buildings and Improvements	4,724
Costs Capitalized Subsequent to Acquisition	1,734
Gross Amount at Which Carried As of Year End
Land	500
Buildings and Improvements	6,057
Total	6,557
Accumulated Depreciation	(1,849)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
384 Angola IN | Post-acute/skilled nursing
Initial Cost to Company
Land	130
Buildings and Improvements	2,900
Costs Capitalized Subsequent to Acquisition	566
Gross Amount at Which Carried As of Year End
Land	130
Buildings and Improvements	3,466
Total	3,596
Accumulated Depreciation	(1,008)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
385 Fort Wayne IN | Post-acute/skilled nursing
Initial Cost to Company
Land	200
Buildings and Improvements	4,150
Costs Capitalized Subsequent to Acquisition	2,667
Gross Amount at Which Carried As of Year End
Land	200
Buildings and Improvements	6,817
Total	7,017
Accumulated Depreciation	(1,743)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	38
386 Fort Wayne IN | Post-acute/skilled nursing
Initial Cost to Company
Land	140
Buildings and Improvements	3,760
Gross Amount at Which Carried As of Year End
Land	140
Buildings and Improvements	3,760
Total	3,900
Accumulated Depreciation	(1,307)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
387 Huntington IN | Post-acute/skilled nursing
Initial Cost to Company
Land	30
Buildings and Improvements	2,970
Costs Capitalized Subsequent to Acquisition	338
Gross Amount at Which Carried As of Year End
Land	30
Buildings and Improvements	3,308
Total	3,338
Accumulated Depreciation	(1,066)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
373 Kokomo IN | Post-acute/skilled nursing
Initial Cost to Company
Land	250
Buildings and Improvements	4,622
Costs Capitalized Subsequent to Acquisition	1,294
Gross Amount at Which Carried As of Year End
Land	250
Buildings and Improvements	5,653
Total	5,903
Accumulated Depreciation	(1,335)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	45
454 New Albany IN | Post-acute/skilled nursing
Initial Cost to Company
Land	230
Buildings and Improvements	6,595
Gross Amount at Which Carried As of Year End
Land	230
Buildings and Improvements	6,595
Total	6,825
Accumulated Depreciation	(2,026)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
484 Tell City IN | Post-acute/skilled nursing
Initial Cost to Company
Land	95
Buildings and Improvements	6,208
Costs Capitalized Subsequent to Acquisition	1,299
Gross Amount at Which Carried As of Year End
Land	95
Buildings and Improvements	7,509
Total	7,604
Accumulated Depreciation	(1,634)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	45
688 Cynthiana KY | Post-acute/skilled nursing
Initial Cost to Company
Land	192
Buildings and Improvements	4,875
Gross Amount at Which Carried As of Year End
Land	192
Buildings and Improvements	4,875
Total	5,067
Accumulated Depreciation	(839)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
71 Mayfield KY | Post-acute/skilled nursing
Initial Cost to Company
Land	218
Buildings and Improvements	2,797
Gross Amount at Which Carried As of Year End
Land	218
Buildings and Improvements	2,792
Total	3,010
Accumulated Depreciation	(1,765)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
298 Franklin LA | Post-acute/skilled nursing
Initial Cost to Company
Land	405
Buildings and Improvements	3,424
Gross Amount at Which Carried As of Year End
Land	405
Buildings and Improvements	3,424
Total	3,829
Accumulated Depreciation	(1,655)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	25
299 Morgan City LA | Post-acute/skilled nursing
Initial Cost to Company
Land	203
Buildings and Improvements	2,050
Gross Amount at Which Carried As of Year End
Land	203
Buildings and Improvements	2,050
Total	2,253
Accumulated Depreciation	(991)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	25
17 Westborough MA | Post-acute/skilled nursing
Initial Cost to Company
Land	858
Buildings and Improvements	2,975
Costs Capitalized Subsequent to Acquisition	2,894
Gross Amount at Which Carried As of Year End
Land	858
Buildings and Improvements	5,868
Total	6,726
Accumulated Depreciation	(4,046)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	30
388 Las Vegas NV | Post-acute/skilled nursing
Initial Cost to Company
Land	1,300
Buildings and Improvements	3,950
Gross Amount at Which Carried As of Year End
Land	1,300
Buildings and Improvements	3,950
Total	5,250
Accumulated Depreciation	(1,373)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
389 Las Vegas NV | Post-acute/skilled nursing
Initial Cost to Company
Land	1,300
Buildings and Improvements	5,800
Gross Amount at Which Carried As of Year End
Land	1,300
Buildings and Improvements	5,800
Total	7,100
Accumulated Depreciation	(2,016)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
390 Fairborn OH | Post-acute/skilled nursing
Initial Cost to Company
Land	250
Buildings and Improvements	4,850
Gross Amount at Which Carried As of Year End
Land	250
Buildings and Improvements	4,850
Total	5,100
Accumulated Depreciation	(1,686)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
391 Georgetown OH | Post-acute/skilled nursing
Initial Cost to Company
Land	130
Buildings and Improvements	4,970
Gross Amount at Which Carried As of Year End
Land	130
Buildings and Improvements	4,970
Total	5,100
Accumulated Depreciation	(1,728)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
63 Marion OH | Post-acute/skilled nursing
Initial Cost to Company
Land	218
Buildings and Improvements	2,971
Gross Amount at Which Carried As of Year End
Land	218
Buildings and Improvements	2,965
Total	3,183
Accumulated Depreciation	(2,421)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	30
38 Newark OH | Post-acute/skilled nursing
Initial Cost to Company
Land	400
Buildings and Improvements	8,588
Gross Amount at Which Carried As of Year End
Land	400
Buildings and Improvements	8,577
Total	8,977
Accumulated Depreciation	(6,009)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
392 Port Clinton OH | Post-acute/skilled nursing
Initial Cost to Company
Land	370
Buildings and Improvements	3,630
Gross Amount at Which Carried As of Year End
Land	370
Buildings and Improvements	3,630
Total	4,000
Accumulated Depreciation	(1,262)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
393 Springfield OH | Post-acute/skilled nursing
Initial Cost to Company
Land	250
Buildings and Improvements	3,950
Costs Capitalized Subsequent to Acquisition	2,113
Gross Amount at Which Carried As of Year End
Land	250
Buildings and Improvements	6,063
Total	6,313
Accumulated Depreciation	(1,532)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
394 Toledo OH | Post-acute/skilled nursing
Initial Cost to Company
Land	120
Buildings and Improvements	5,130
Gross Amount at Which Carried As of Year End
Land	120
Buildings and Improvements	5,130
Total	5,250
Accumulated Depreciation	(1,783)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
395 Versailles OH | Post-acute/skilled nursing
Initial Cost to Company
Land	120
Buildings and Improvements	4,980
Gross Amount at Which Carried As of Year End
Land	120
Buildings and Improvements	4,980
Total	5,100
Accumulated Depreciation	(1,731)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
695 Carthage TN | Post-acute/skilled nursing
Initial Cost to Company
Land	129
Buildings and Improvements	2,406
Gross Amount at Which Carried As of Year End
Land	129
Buildings and Improvements	2,225
Total	2,354
Accumulated Depreciation	(471)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
54 Loudon TN | Post-acute/skilled nursing
Initial Cost to Company
Land	26
Buildings and Improvements	3,879
Gross Amount at Which Carried As of Year End
Land	26
Buildings and Improvements	3,873
Total	3,899
Accumulated Depreciation	(2,761)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
47 Maryville TN | Post-acute/skilled nursing
Initial Cost to Company
Land	160
Buildings and Improvements	1,472
Gross Amount at Which Carried As of Year End
Land	160
Buildings and Improvements	1,468
Total	1,628
Accumulated Depreciation	(830)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	45
48 Maryville TN | Post-acute/skilled nursing
Initial Cost to Company
Land	307
Buildings and Improvements	4,376
Gross Amount at Which Carried As of Year End
Land	307
Buildings and Improvements	4,369
Total	4,676
Accumulated Depreciation	(2,392)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	45
285 Fort Worth TX | Post-acute/skilled nursing
Initial Cost to Company
Land	243
Buildings and Improvements	2,036
Costs Capitalized Subsequent to Acquisition	269
Gross Amount at Which Carried As of Year End
Land	243
Buildings and Improvements	2,305
Total	2,548
Accumulated Depreciation	(1,129)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	25
296 Ogden UT | Post-acute/skilled nursing
Initial Cost to Company
Land	250
Buildings and Improvements	4,685
Gross Amount at Which Carried As of Year End
Land	250
Buildings and Improvements	4,435
Total	4,685
Accumulated Depreciation	(1,690)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
681 Fishersville VA | Post-acute/skilled nursing
Initial Cost to Company
Land	751
Buildings and Improvements	7,734
Gross Amount at Which Carried As of Year End
Land	751
Buildings and Improvements	7,220
Total	7,971
Accumulated Depreciation	(1,390)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
682 Floyd VA | Post-acute/skilled nursing
Initial Cost to Company
Land	309
Buildings and Improvements	2,263
Gross Amount at Which Carried As of Year End
Land	309
Buildings and Improvements	1,893
Total	2,202
Accumulated Depreciation	(577)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	25
689 Independence VA | Post-acute/skilled nursing
Initial Cost to Company
Land	206
Buildings and Improvements	8,366
Gross Amount at Which Carried As of Year End
Land	206
Buildings and Improvements	7,810
Total	8,016
Accumulated Depreciation	(1,481)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
683 Newport News VA | Post-acute/skilled nursing
Initial Cost to Company
Land	535
Buildings and Improvements	6,192
Gross Amount at Which Carried As of Year End
Land	535
Buildings and Improvements	5,719
Total	6,254
Accumulated Depreciation	(1,100)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
684 Roanoke VA | Post-acute/skilled nursing
Initial Cost to Company
Land	586
Buildings and Improvements	7,159
Gross Amount at Which Carried As of Year End
Land	586
Buildings and Improvements	6,696
Total	7,282
Accumulated Depreciation	(1,287)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
685 Staunton VA | Post-acute/skilled nursing
Initial Cost to Company
Land	422
Buildings and Improvements	8,681
Gross Amount at Which Carried As of Year End
Land	422
Buildings and Improvements	8,136
Total	8,558
Accumulated Depreciation	(1,563)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
686 Williamsburg VA | Post-acute/skilled nursing
Initial Cost to Company
Land	699
Buildings and Improvements	4,886
Gross Amount at Which Carried As of Year End
Land	699
Buildings and Improvements	4,464
Total	5,163
Accumulated Depreciation	(860)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
690 Windsor VA | Post-acute/skilled nursing
Initial Cost to Company
Land	319
Buildings and Improvements	7,543
Gross Amount at Which Carried As of Year End
Land	319
Buildings and Improvements	7,018
Total	7,337
Accumulated Depreciation	(1,330)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
687 Woodstock VA | Post-acute/skilled nursing
Initial Cost to Company
Land	603
Buildings and Improvements	5,395
Costs Capitalized Subsequent to Acquisition	9
Gross Amount at Which Carried As of Year End
Land	605
Buildings and Improvements	4,987
Total	5,592
Accumulated Depreciation	(960)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
126 Little Rock AR | Hospital
Initial Cost to Company
Land	709
Buildings and Improvements	9,604
Gross Amount at Which Carried As of Year End
Land	709
Buildings and Improvements	9,587
Total	10,296
Accumulated Depreciation	(4,487)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	45
113 Peoria AZ | Hospital
Initial Cost to Company
Land	1,565
Buildings and Improvements	7,050
Gross Amount at Which Carried As of Year End
Land	1,565
Buildings and Improvements	7,050
Total	8,615
Accumulated Depreciation	(3,396)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	45
1038 Fresno CA | Hospital
Initial Cost to Company
Land	3,652
Buildings and Improvements	29,113
Costs Capitalized Subsequent to Acquisition	7,724
Gross Amount at Which Carried As of Year End
Land	3,652
Buildings and Improvements	36,837
Total	40,489
Accumulated Depreciation	(9,694)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
423 Irvine CA | Hospital
Initial Cost to Company
Land	18,000
Buildings and Improvements	70,800
Gross Amount at Which Carried As of Year End
Land	18,000
Buildings and Improvements	70,800
Total	88,800
Accumulated Depreciation	(24,618)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
127 Colorado Springs CO | Hospital
Initial Cost to Company
Land	690
Buildings and Improvements	8,338
Gross Amount at Which Carried As of Year End
Land	690
Buildings and Improvements	8,338
Total	9,028
Accumulated Depreciation	(3,877)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	45
425 Palm Beach Garden FL | Hospital
Initial Cost to Company
Land	4,200
Buildings and Improvements	58,250
Gross Amount at Which Carried As of Year End
Land	4,200
Buildings and Improvements	58,250
Total	62,450
Accumulated Depreciation	(20,250)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
426 Roswell GA | Hospital
Initial Cost to Company
Land	6,900
Buildings and Improvements	55,300
Gross Amount at Which Carried As of Year End
Land	6,900
Buildings and Improvements	54,859
Total	61,759
Accumulated Depreciation	(19,122)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
887 Atlanta GA | Hospital
Initial Cost to Company
Land	4,300
Buildings and Improvements	13,690
Gross Amount at Which Carried As of Year End
Land	4,300
Buildings and Improvements	13,690
Total	17,990
Accumulated Depreciation	(4,613)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
112 Overland Park KS | Hospital
Initial Cost to Company
Land	2,316
Buildings and Improvements	10,681
Gross Amount at Which Carried As of Year End
Land	2,316
Buildings and Improvements	10,681
Total	12,997
Accumulated Depreciation	(5,327)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	45
877 Slidell LA | Hospital
Initial Cost to Company
Land	1,490
Buildings and Improvements	22,034
Gross Amount at Which Carried As of Year End
Land	1,490
Buildings and Improvements	20,934
Total	22,424
Accumulated Depreciation	(2,704)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1383 Baton Rouge LA | Hospital
Initial Cost to Company
Land	690
Buildings and Improvements	8,545
Costs Capitalized Subsequent to Acquisition	86
Gross Amount at Which Carried As of Year End
Land	690
Buildings and Improvements	8,632
Total	9,322
Accumulated Depreciation	(1,161)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
429 Hickory NC | Hospital
Initial Cost to Company
Land	2,600
Buildings and Improvements	69,900
Gross Amount at Which Carried As of Year End
Land	2,600
Buildings and Improvements	69,900
Total	72,500
Accumulated Depreciation	(24,299)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
886 Dallas TX | Hospital
Initial Cost to Company
Land	1,820
Buildings and Improvements	8,508
Costs Capitalized Subsequent to Acquisition	26
Gross Amount at Which Carried As of Year End
Land	1,820
Buildings and Improvements	8,534
Total	10,354
Accumulated Depreciation	(1,945)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40
1319 Dallas TX | Hospital
Initial Cost to Company
Land	18,840
Buildings and Improvements	138,235
Costs Capitalized Subsequent to Acquisition	1,091
Gross Amount at Which Carried As of Year End
Land	18,840
Buildings and Improvements	139,326
Total	158,166
Accumulated Depreciation	(18,605)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	35
1384 Plano TX | Hospital
Initial Cost to Company
Land	6,290
Buildings and Improvements	22,686
Costs Capitalized Subsequent to Acquisition	1,374
Gross Amount at Which Carried As of Year End
Land	6,290
Buildings and Improvements	24,061
Total	30,351
Accumulated Depreciation	(3,335)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	25
84 San Antonio TX | Hospital
Initial Cost to Company
Land	1,990
Buildings and Improvements	11,184
Gross Amount at Which Carried As of Year End
Land	1,990
Buildings and Improvements	11,174
Total	13,164
Accumulated Depreciation	(5,857)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	45
885 Greenfield WI | Hospital
Initial Cost to Company
Land	620
Buildings and Improvements	9,542
Gross Amount at Which Carried As of Year End
Land	620
Buildings and Improvements	9,542
Total	10,162
Accumulated Depreciation	$ (1,846)
Life on Which Depreciation in Latest Income Statement is Computed (in years)	40

XML

Selected Quarterly Financial Data (Tables)

12 Months Ended

Dec. 31, 2011

Selected Quarterly Financial Data

Selected quarterly information

	Three Months Ended During 2011
	March 31		June 30		September 30		December 31
	(in thousands, except per share data, unaudited)
Total revenues	$	331,128	$	488,126	$	444,088	$	461,456
Income before income taxes and equity income from and impairments of investments in unconsolidated joint ventures		72,882		219,214		158,086		54,272
Total discontinued operations		341		336		340		3,522
Net income		73,984		234,252		175,471		70,787
Net income applicable to HCP, Inc.		70,093		228,759		172,195		67,844
Dividends paid per common share		0.48		0.48		0.48		0.48
Basic earnings per common share		0.17		0.55		0.41		0.15
Diluted earnings per common share		0.17		0.55		0.41		0.15

	Three Months Ended During 2010
	March 31		June 30		September 30		December 31
	(in thousands, except per share data, unaudited)
Total revenues	$	294,265	$	301,315	$	316,475	$	340,820
Income before income taxes and equity income from and impairments of investments in unconsolidated joint ventures		81,883		85,452		93,446		127,016
Total discontinued operations		1,206		1,227		5,078		16,422
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

XML

Schedule II: Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2011

Schedule II: Valuation and Qualifying Accounts

Schedule II: Valuation and Qualifying Accounts

Schedule II: Valuation and Qualifying Accounts

December 31, 2011

(In thousands)

Allowance Accounts(1)

			Additions
							Deductions
			Amounts Charged Against Operations, net
Year Ended December 31,	Balance at Beginning of Year				Acquired Properties		Uncollectible Accounts Written-off			Disposed Properties			Balance at End of Year
2011	$	43,740	$	13,316	$	2	$	(4,673	)	$	(3,176	)	$	49,209
2010		129,505		8,519		—		(93,858	)		(426	)		43,740
2009		58,911		79,346		—		(8,504	)		(248	)		129,505

(1)

Includes allowance for doubtful accounts, straight-line rent reserves, and allowances for loan and direct financing lease losses.

XML

Loans Receivable (Details) (USD $)	12 Months Ended							1 Months Ended		1 Months Ended	12 Months Ended		1 Months Ended	12 Months Ended	1 Months Ended			12 Months Ended			1 Months Ended	12 Months Ended		1 Months Ended			12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2011 Real Estate Secured	Dec. 31, 2010 Real Estate Secured	Dec. 31, 2011 Other Secured	Dec. 31, 2010 Other Secured	Apr. 30, 2011 Genesis HealthCare Loans	Dec. 31, 2010 Genesis HealthCare Loans	Sep. 30, 2010 Genesis Senior Loans	Dec. 31, 2011 Genesis Senior Loans Maximum	Dec. 31, 2011 Genesis Senior Loans Minimum	Oct. 31, 2010 Genesis Mezzanine participation loan	Dec. 31, 2011 Genesis Mezzanine participation loan	Sep. 30, 2011 Cirrus Health senior secured loan	Dec. 31, 2009 Cirrus Health senior secured loan	Apr. 30, 2009 Cirrus Health senior secured loan	Dec. 31, 2011 Cirrus Health senior secured loan	Dec. 31, 2010 Cirrus Health senior secured loan	Dec. 31, 2008 Cirrus Health senior secured loan Y	Dec. 31, 2007 HCR ManorCare, mezzanine loan	Dec. 31, 2011 HCR ManorCare, mezzanine loan	Dec. 31, 2010 HCR ManorCare, mezzanine loan	Apr. 30, 2011 HCR ManorCare, Inc.	Jan. 31, 2011 HCR ManorCare, participation in first mortgage debt	Aug. 31, 2009 HCR ManorCare, participation in first mortgage debt	Dec. 31, 2011 HCR ManorCare, participation in first mortgage debt	Dec. 31, 2010 HCR ManorCare, participation in first mortgage debt
Loans receivable:
Mezzanine	$ 90,148,000	$ 1,144,485,000				$ 90,148,000	$ 1,144,485,000
Other	35,643,000	1,030,454,000		35,643,000	1,030,454,000
Unamortized discounts, fees and costs	(2,128,000)	(168,676,000)		(1,040,000)	(107,549,000)	(1,088,000)	(61,127,000)
Allowance for loan losses	(13,410,000)	(3,397,000)				(13,410,000)	(3,397,000)											(13,410,000)	(3,397,000)
Loan receivable, extension period of option (in years)																				1
Loans receivable, fees earned as compensation for extension																	1,100,000
Provision for loan loss															15,400,000	4,300,000
Loans receivable, net reported amount									293,000,000						75,700,000			75,700,000	93,100,000
Principal repayments on loans receivable and direct financing leases	303,941,000	63,953,000	10,952,000															2,100,000	1,900,000
Interest income recognized																			11,700,000
Reconciliation of beginning and ending allowance for loan losses
Balance at the beginning of the period	3,397,000					13,410,000	3,397,000											3,397,000
Additions																		10,013,000
Balance at the end of the period	13,410,000	3,397,000				13,410,000	3,397,000											13,410,000	3,397,000
Additions related to accrued interest receivable															5,400,000
Loans receivable, net	110,253,000	2,002,866,000		34,603,000	922,905,000	75,650,000	1,079,961,000																953,000,000				1,080,000,000	639,000,000
Loans receivable purchased, face or par value										278,000,000			50,000,000								1,000,000,000				360,000,000	720,000,000
Loans receivable purchased, discount																					100,000,000					130,000,000
Loan receivable purchased, acquisition cost										250,000,000			40,000,000								900,000,000					590,000,000
Debt instrument, variable rate basis											LIBOR (subject to a current floor increasing to 2.5% by maturity)	LIBOR (subject to a current floor of 1.5%)		LIBOR								one-month London Interbank Offered Rate ("LIBOR")					LIBOR
Debt instrument, basis spread on variable rate (as a percent)											5.75%	4.75%		7.50%								4.00%					1.25%
Additional interest income as a result of extinguishment of loans								34,800,000																23,000,000
Termination fee														2,300,000
Proceeds from repayment								$ 330,400,000

XML

Segment Disclosures

12 Months Ended

Dec. 31, 2011

Segment Disclosures

Segment Disclosures

(14) Segment Disclosures

        The Company evaluates its business and makes resource allocations based on its five business segments: (i) senior housing, (ii) post-acute/skilled nursing, (iii) life science, (iv) medical office and (v) hospital. Under the senior housing, post-acute/skilled nursing, life science and hospital segments, the Company invests or co-invests primarily in single operator or tenant properties, through the acquisition and development of real estate, management of operations and by debt issued by operators in these sectors. Under the medical office segment, the Company invests or co-invests through the acquisition and development of medical office buildings ("MOBs") that are leased under gross, modified gross or triple-net leases, generally to multiple tenants, and which generally require a greater level of property management. The accounting policies of the segments are the same as those described under Summary of Significant Accounting Policies (see Note 2). There were no intersegment sales or transfers during the years ended December 31, 2011 and 2010. 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, marketable equity securities 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, 2011:

Segments	Rental Revenues(1)		Income From DFLs		Interest Income		Investment Management Fees		Total Revenues		NOI(2)
Senior housing	$	428,760	$	103,896	$	178	$	70	$	532,904	$	498,110
Post-acute/skilled nursing		38,003		360,808		98,450		—		497,261		398,218
Life science		288,151		—		—		4		288,155		235,355
Medical office		320,115		—		—		1,999		322,114		192,211
Hospital		83,128		—		1,236		—		84,364		78,798
Total	$	1,158,157	$	464,704	$	99,864	$	2,073	$	1,724,798	$	1,402,692

        For the year ended December 31, 2010:

Segments	Rental Revenues(1)		Income From DFLs		Interest Income		Investment Management Fees		Total Revenues		NOI(2)
Senior housing	$	331,828	$	49,438	$	364	$	2,300	$	383,930	$	352,469
Post-acute/skilled nursing		37,242		—		121,703		—		158,945		37,042
Life science		276,762		—		—		4		276,766		228,270
Medical office		309,285		—		—		2,362		311,647		181,400
Hospital		83,491		—		38,096		—		121,587		78,661
Total	$	1,038,608	$	49,438	$	160,163	$	4,666	$	1,252,875	$	877,842

        For the year ended December 31, 2009

Segments	Rental Revenues(1)		Income From DFLs		Interest Income		Investment Management Fees		Total Revenues		NOI(2)
Senior housing	$	286,010	$	51,495	$	1,147	$	2,789	$	341,441	$	335,980
Post-acute/skilled nursing		36,585		—		82,704		—		119,289		36,450
Life science		254,979		—		—		4		254,983		207,694
Medical office		306,297		—		—		2,519		308,816		175,818
Hospital		81,361		—		40,295		—		121,656		77,487
Total	$	965,232	$	51,495	$	124,146	$	5,312	$	1,146,185	$	833,429

(1)

Represents rental and related revenues, tenant recoveries, and resident fees and services.

(2)

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, resident fees and services, 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 settlement and provision, impairments, impairment recoveries, other income, net, income taxes, equity income from and impairments of investments in unconsolidated joint ventures, and discontinued operations. The Company believes NOI provides 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.

        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,
	2011			2010			2009
Net operating income from continuing operations	$	1,402,692		$	877,842		$	833,429
Interest income		99,864			160,163			124,146
Investment management fee income		2,073			4,666			5,312
Depreciation and amortization		(356,623	)		(311,008	)		(315,736	)
Interest expense		(419,337	)		(288,538	)		(298,600	)
General and administrative		(96,150	)		(83,046	)		(77,899	)
Litigation settlement and provision		(125,000	)		—			(101,973	)
(Impairments) recoveries		(15,400	)		11,900			(75,389	)
Other income, net		12,335			15,818			7,768
Income taxes		(1,249	)		(412	)		(1,910	)
Equity income from unconsolidated joint ventures		46,750			4,770			3,511
Impairments of investment in unconsolidated joint venture		—			(71,693	)		—
Total discontinued operations		4,539			23,933			43,492
Net income	$	554,494		$	344,395		$	146,151

        The Company's total assets by segment were:

	December 31,
Segments	2011			2010
Senior housing	$	5,911,352		$	4,342,289
Post-acute/skilled nursing		5,644,472			2,133,640
Life science		3,886,851			3,709,528
Medical office		2,336,302			2,299,311
Hospital		757,618			770,038
Gross segment assets		18,536,595			13,254,806
Accumulated depreciation and amortization		(1,670,511	)		(1,427,510	)
Net segment assets		16,866,084			11,827,296
Real estate held-for-sale, net		4,159			20,961
Other non-segment assets		538,232			1,483,666
Total assets	$	17,408,475		$	13,331,923

        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 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, 2011, 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, 2011; no impairment was recognized based on the results of this impairment test.

XML

Schedule III: Real Estate and Accumulated Depreciation

12 Months Ended

Dec. 31, 2011

Schedule III: Real Estate and Accumulated Depreciation

Schedule III: Real Estate and Accumulated Depreciation

HCP, Inc.

Schedule III: Real Estate and Accumulated Depreciation

December 31, 2011

(Dollars in thousands)

												Gross Amount at Which Carried As of December 31, 2011											Life on Which Depreciation in Latest Income Statement is Computed
					Initial Cost to Company
									Costs Capitalized Subsequent to Acquisition
City		State	Encumbrances at December 31, 2011		Land		Buildings and Improvements					Land		Buildings and Improvements		Total(1)		Accumulated Depreciation			Year Acquired/ Constructed
Senior housing
1087	Birmingham	AL	$	32,003	$	4,682	$	74,204	$	—		$	4,682	$	72,755	$	77,437	$	(13,044	)		2006		40
1086	Huntsville	AL		17,529		1,394		38,603		—			1,394		37,870		39,264		(6,540	)		2006		40
1107	Huntsville	AL		—		307		5,813		—			307		5,453		5,760		(716	)		2006		40
1154	Little Rock	AR		—		1,922		14,140		21			1,922		13,667		15,589		(1,840	)		2006		39
0786	Douglas	AZ		—		110		703		—			110		703		813		(244	)		2005		35
0518	Tucson	AZ		32,438		2,350		24,037		—			2,350		24,037		26,387		(6,610	)		2002		30
1974	Sun City	AZ		33,519		2,640		32,774		944			2,640		33,718		36,358		(1,253	)		2011		30
1238	Beverly Hills	CA		—		9,872		32,590		2,100			9,872		33,965		43,837		(4,344	)		2006		40
1149	Camarillo	CA		—		5,798		19,427		—			5,798		18,651		24,449		(2,448	)		2006		40
1006	Carlsbad	CA		—		7,897		14,255		360			7,897		13,825		21,722		(1,797	)		2006		40
0883	Carmichael	CA		—		4,270		13,846		—			4,270		13,236		17,506		(1,682	)		2006		40
0851	Citrus Heights	CA		—		1,180		8,367		—			1,180		8,037		9,217		(1,494	)		2006		29
0790	Concord	CA		25,000		6,010		39,601		—			6,010		38,301		44,311		(6,127	)		2005		40
0787	Dana Point	CA		—		1,960		15,946		—			1,960		15,466		17,426		(2,481	)		2005		39
1152	Elk Grove	CA		—		2,235		6,339		—			2,235		6,186		8,421		(812	)		2006		40
0798	Escondido	CA		14,340		5,090		24,253		—			5,090		23,353		28,443		(3,746	)		2005		40
0791	Fremont	CA		9,246		2,360		11,672		—			2,360		11,192		13,552		(1,796	)		2005		40
1965	Fresno	CA		23,252		1,730		25,491		308			1,730		25,799		27,529		(983	)		2011		30
0788	Granada Hills	CA		—		2,200		18,257		—			2,200		17,637		19,837		(2,829	)		2005		39
1156	Hemet	CA		—		1,270		5,966		17			1,270		5,737		7,007		(754	)		2006		40
0856	Irvine	CA		—		8,220		14,104		—			8,220		13,564		21,784		(1,633	)		2006		45
0227	Lodi	CA		8,977		732		5,453		—			732		5,453		6,185		(2,072	)		1997		35
0226	Murietta	CA		6,032		435		5,729		—			435		5,729		6,164		(2,110	)		1997		35
1165	Northridge	CA		—		6,718		26,309		6			6,718		25,506		32,224		(3,348	)		2006		40
1561	Orangevale	CA		—		2,160		8,522		1,000			2,160		9,522		11,682		(1,485	)		2008		40
1168	Palm Springs	CA		—		1,005		5,183		21			1,005		4,841		5,846		(636	)		2006		40
0789	Pleasant Hill	CA		6,270		2,480		21,333		—			2,480		20,633		23,113		(3,310	)		2005		40
1166	Rancho Mirage	CA		—		1,798		24,053		5			1,798		23,144		24,942		(3,038	)		2006		40
1008	San Diego	CA		—		6,384		32,072		222			6,384		31,191		37,575		(4,094	)		2006		40
1007	San Dimas	CA		—		5,628		31,374		208			5,630		30,786		36,416		(4,040	)		2006		40
1009	San Juan Capistrano	CA		—		5,983		9,614		189			5,983		9,516		15,499		(1,247	)		2006		40
1167	Santa Rosa	CA		—		3,582		21,113		4			3,582		20,348		23,930		(2,671	)		2006		40
0793	South San Francisco	CA		10,665		3,000		16,586		—			3,000		16,056		19,056		(2,569	)		2005		40
1966	Sun City	CA		17,602		2,650		25,290		639			2,650		25,930		28,580		(1,035	)		2011		30
0792	Ventura	CA		10,077		2,030		17,379		—			2,030		16,749		18,779		(2,687	)		2005		40
1155	Yorba Linda	CA		—		4,968		19,290		—			4,968		18,494		23,462		(2,427	)		2006		40
1232	Colorado Springs	CO		—		1,910		24,479		11			1,910		23,526		25,436		(3,088	)		2006		40
0512	Denver	CO		49,862		2,810		36,021		1,616			2,810		37,637		40,447		(9,906	)		2002		30
1233	Denver	CO		—		2,511		30,641		82			2,511		29,920		32,431		(3,930	)		2006		40
1000	Greenwood Village	CO		—		3,367		43,610		—			3,367		42,814		46,181		(4,947	)		2006		40
1234	Lakewood	CO		—		3,012		31,913		5			3,012		31,120		34,132		(4,085	)		2006		40
0730	Torrington	CT		12,624		166		11,001		—			166		10,591		10,757		(1,765	)		2005		40
1010	Woodbridge	CT		—		2,352		9,929		224			2,363		9,680		12,043		(1,271	)		2006		40
0538	Altamonte Springs	FL		—		1,530		7,956		—			1,530		7,136		8,666		(1,604	)		2002		40
0861	Apopka	FL		5,892		920		4,816		—			920		4,716		5,636		(707	)		2006		35
0852	Boca Raton	FL		—		4,730		17,532		2,605			4,730		19,727		24,457		(3,275	)		2006		30
1001	Boca Raton	FL		11,648		2,415		17,923		—			2,415		17,561		19,976		(2,029	)		2006		40
0544	Boynton Beach	FL		8,036		1,270		4,773		—			1,270		4,773		6,043		(1,054	)		2003		40
1963	Boynton Beach	FL		34,546		2,550		31,183		(883	)		2,550		30,300		32,850		(1,208	)		2011		30
1964	Boynton Beach	FL		4,837		570		7,675		1,787			570		9,462		10,032		(317	)		2011		30
0539	Clearwater	FL		—		2,250		2,627		—			2,250		2,627		4,877		(590	)		2002		40
0746	Clearwater	FL		17,788		3,856		12,176		—			3,856		11,321		15,177		(2,669	)		2005		40
0862	Clermont	FL		8,345		440		6,518		—			440		6,418		6,858		(963	)		2006		35
1002	Coconut Creek	FL		13,928		2,461		16,006		—			2,461		15,620		18,081		(1,805	)		2006		40
0492	Delray Beach	FL		11,439		850		6,637		—			850		6,637		7,487		(1,308	)		2002		43
0850	Gainesville	FL		16,151		1,020		13,490		—			1,020		13,090		14,110		(1,827	)		2006		40
1095	Gainesville	FL		—		1,221		12,226		—			1,221		12,001		13,222		(1,575	)		2006		40
0490	Jacksonville	FL		44,230		3,250		25,936		—			3,250		25,936		29,186		(7,225	)		2002		35
1096	Jacksonville	FL		—		1,587		15,616		—			1,587		15,298		16,885		(2,008	)		2006		40
0855	Lantana	FL		—		3,520		26,452		—			3,520		25,652		29,172		(4,631	)		2006		30
1968	Largo	FL		60,593		2,920		60,956		710			2,920		61,665		64,585		(2,389	)		2011		30
0731	Ocoee	FL		16,546		2,096		9,322		—			2,096		8,801		10,897		(1,467	)		2005		40
0859	Oviedo	FL		8,603		670		8,071		—			670		7,971		8,641		(1,196	)		2006		35
1970	Palm Beach Gardens	FL		33,366		4,820		32,047		1,082			4,820		33,129		37,949		(1,318	)		2011		30
1017	Palm Harbor	FL		—		1,462		16,774		500			1,462		16,888		18,350		(2,234	)		2006		40
0190	Pinellas Park	FL		3,979		480		3,911		—			480		3,911		4,391		(1,761	)		1996		35
0732	Port Orange	FL		15,443		2,340		9,898		—			2,340		9,377		11,717		(1,563	)		2005		40
1971	Sarasota	FL		27,937		3,050		25,032		(335	)		3,050		24,697		27,747		(965	)		2011		30
0802	St. Augustine	FL		14,819		830		11,627		—			830		11,227		12,057		(2,032	)		2005		35
0692	Sun City Center	FL		9,884		510		6,120		—			510		5,865		6,375		(1,257	)		2004		35
0698	Sun City Center	FL		—		3,466		70,810		—			3,466		69,750		73,216		(14,897	)		2004		34
1097	Tallahassee	FL		—		1,331		19,039		—			1,331		18,695		20,026		(2,454	)		2006		40
0224	Tampa	FL		—		600		5,566		686			696		6,155		6,851		(1,677	)		1997		45
0849	Tampa	FL		12,194		800		11,340		—			800		10,940		11,740		(1,527	)		2006		40
1257	Vero Beach	FL		—		2,035		34,993		201			2,035		33,634		35,669		(4,411	)		2006		40
1605	Vero Beach	FL		—		700		16,234		—			700		16,234		16,934		(592	)		2010		35
1976	West Palm Beach	FL		—		990		2,431		494			990		2,925		3,915		(107	)		2011		30
1098	Alpharetta	GA		—		793		8,761		198			793		8,673		9,466		(1,142	)		2006		40
1099	Atlanta	GA		—		687		5,507		228			687		5,334		6,021		(704	)		2006		40
1169	Atlanta	GA		—		2,665		5,911		2			2,665		5,643		8,308		(741	)		2006		40
1241	Lilburn	GA		—		907		17,340		7			907		16,791		17,698		(2,204	)		2006		40
1112	Marietta	GA		—		894		6,944		325			904		6,993		7,897		(912	)		2006		40
1088	Davenport	IA		—		511		8,039		—			511		7,868		8,379		(1,033	)		2006		40
1093	Marion	IA		—		502		6,865		—			502		6,713		7,215		(881	)		2006		40
1091	Bloomington	IL		—		798		13,091		—			798		12,832		13,630		(1,684	)		2006		40
1587	Burr Ridge	IL		—		2,640		23,902		289			2,640		24,190		26,830		(1,765	)		2010		25
1089	Champaign	IL		—		101		4,207		1,592			279		5,463		5,742		(554	)		2006		40
1157	Hoffman Estates	IL		—		1,701		12,037		133			1,701		11,587		13,288		(1,529	)		2006		40
1090	Macomb	IL		—		81		6,062		—			81		5,905		5,986		(775	)		2006		40
1143	Mt. Vernon	IL		—		296		15,935		3,562			512		18,949		19,461		(2,171	)		2006		40
1969	Niles	IL		31,979		3,790		41,143		(739	)		3,790		40,404		44,194		(1,593	)		2011		30
1005	Oak Park	IL		26,271		3,476		35,259		—			3,476		34,713		38,189		(4,011	)		2006		40
1961	Olympia Fields	IL		36,139		4,120		25,892		(1,030	)		4,120		24,862		28,982		(1,036	)		2011		30
1162	Orland Park	IL		—		2,623		23,154		10			2,623		22,534		25,157		(2,958	)		2006		40
1092	Peoria	IL		—		404		10,050		—			404		9,840		10,244		(1,292	)		2006		40
1588	Prospect Heights	IL		—		2,680		20,299		474			2,680		20,774		23,454		(1,540	)		2010		25
1952	Vernon Hills	IL		53,035		4,900		42,546		1,273			4,900		43,819		48,719		(1,628	)		2011		30
1237	Wilmette	IL		—		1,100		9,373		—			1,100		9,149		10,249		(1,201	)		2006		40
0379	Evansville	IN		—		500		9,302		—			500		7,762		8,262		(2,068	)		1999		45
0457	Jasper	IN		—		165		5,952		359			165		6,311		6,476		(1,899	)		2001		35
1144	Indianapolis	IN		—		1,197		7,718		—			1,197		7,486		8,683		(983	)		2006		40
1145	Indianapolis	IN		—		1,144		8,261		7,371			1,144		15,399		16,543		(1,600	)		2006		40
1146	West Lafayette	IN		—		813		10,876		—			813		10,626		11,439		(1,395	)		2006		40
1170	Edgewood	KY		—		1,868		4,934		—			1,868		4,504		6,372		(591	)		2006		40
0697	Lexington	KY		8,010		2,093		16,917		—			2,093		16,299		18,392		(4,072	)		2004		30
1105	Middletown	KY		—		1,499		26,252		240			1,513		25,868		27,381		(3,384	)		2006		40
1013	Danvers	MA		—		4,616		30,692		243			4,621		30,344		34,965		(3,984	)		2006		40
1151	Dartmouth	MA		—		3,145		6,880		—			3,145		6,632		9,777		(870	)		2006		40
1012	Dedham	MA		—		3,930		21,340		267			3,930		21,032		24,962		(2,745	)		2006		40
1158	Plymouth	MA		—		2,434		9,027		—			2,434		8,550		10,984		(1,122	)		2006		40
1011	Baltimore	MD		—		1,416		8,854		288			1,416		8,681		10,097		(1,146	)		2006		40
1153	Baltimore	MD		—		1,684		18,889		—			1,684		18,466		20,150		(2,424	)		2006		40
1249	Frederick	MD		—		609		9,158		77			609		8,991		9,600		(1,175	)		2006		40
0281	Westminster	MD		15,497		768		5,251		—			768		4,853		5,621		(1,337	)		1998		45
0546	Cape Elizabeth	ME		—		630		3,524		93			630		3,617		4,247		(794	)		2003		40
0545	Saco	ME		—		80		2,363		155			80		2,518		2,598		(548	)		2003		40
1258	Auburn Hills	MI		—		2,281		10,692		—			2,281		10,692		12,973		(1,403	)		2006		40
1248	Farmington Hills	MI		—		1,013		12,119		291			1,013		12,066		13,079		(1,557	)		2006		40
0696	Holland	MI		42,035		787		51,410		—			787		50,172		50,959		(12,572	)		2004		29
1094	Portage	MI		—		100		5,700		4,617			100		9,950		10,050		(1,155	)		2006		40
0472	Sterling Heights	MI		—		920		7,326		—			920		7,326		8,246		(2,163	)		2001		35
1259	Sterling Heights	MI		—		1,593		11,500		—			1,593		11,181		12,774		(1,468	)		2006		40
1235	Des Peres	MO		—		4,361		20,664		—			4,361		20,046		24,407		(2,631	)		2006		40
1236	Richmond Heights	MO		—		1,744		24,232		—			1,744		23,548		25,292		(3,091	)		2006		40
0853	St. Louis	MO		—		2,500		20,343		—			2,500		19,853		22,353		(3,695	)		2006		30
0842	Great Falls	MT		—		500		5,683		—			500		5,423		5,923		(791	)		2006		40
0878	Charlotte	NC		—		710		9,559		—			710		9,159		9,869		(1,164	)		2006		40
1584	Charlotte	NC		—		2,052		6,557		—			2,052		6,557		8,609		(419	)		2010		40
1119	Concord	NC		—		601		7,615		166			612		7,546		8,158		(983	)		2006		40
1254	Raleigh	NC		—		1,191		11,532		54			1,191		11,300		12,491		(1,482	)		2006		40
1599	Cherry Hill	NJ		—		2,420		11,042		—			2,420		11,042		13,462		(754	)		2010		25
1239	Cresskill	NJ		—		4,684		53,927		22			4,684		52,963		57,647		(6,951	)		2006		40
0734	Hillsborough	NJ		15,986		1,042		10,042		—			1,042		9,576		10,618		(1,596	)		2005		40
1242	Madison	NJ		—		3,157		19,909		25			3,157		19,348		22,505		(2,538	)		2006		40
0733	Manahawkin	NJ		13,947		921		9,927		—			921		9,461		10,382		(1,577	)		2005		40
1014	Paramus	NJ		—		4,280		31,684		207			4,280		31,191		35,471		(4,094	)		2006		40
1231	Saddle River	NJ		—		1,784		15,625		57			1,784		15,238		17,022		(1,999	)		2006		40
0245	Voorhees Township	NJ		8,654		900		7,629		—			900		7,629		8,529		(2,130	)		1998		45
0213	Albuquerque	NM		—		767		9,324		—			767		8,826		9,593		(2,864	)		1996		45
0796	Las Vegas	NV		—		1,960		5,816		—			1,960		5,426		7,386		(871	)		2005		40
1252	Brooklyn	NY		—		8,117		23,627		446			8,117		23,498		31,615		(3,117	)		2006		40
1256	Sheepshead Bay	NY		—		5,215		39,052		72			5,215		38,273		43,488		(5,020	)		2006		40
0473	Cincinnati	OH		—		600		4,428		—			600		4,428		5,028		(1,307	)		2001		35
0841	Columbus	OH		6,565		970		7,806		1,023			970		8,438		9,408		(1,182	)		2006		40
0857	Fairborn	OH		6,739		810		8,311		—			810		8,011		8,821		(1,239	)		2006		36
1147	Fairborn	OH		—		298		10,704		3,068			298		13,541		13,839		(1,637	)		2006		40
1386	Marietta	OH		—		1,069		11,435		—			1,069		11,435		12,504		(1,449	)		2007		40
1253	Poland	OH		—		695		10,444		7			695		10,113		10,808		(1,328	)		2006		40
1159	Willoughby	OH		—		1,177		9,982		—			1,177		9,577		10,754		(1,257	)		2006		40
1171	Oklahoma City	OK		—		801		4,904		12			801		4,533		5,334		(595	)		2006		40
1160	Tulsa	OK		—		1,115		11,028		—			1,115		10,340		11,455		(1,357	)		2006		40
1967	Cumberland	RI		—		2,630		18,825		225			2,630		19,050		21,680		(741	)		2011		30
1959	East Providence	RI		18,330		1,890		14,387		(781	)		1,890		13,606		15,496		(563	)		2011		30
1960	Greenwich	RI		10,039		450		8,381		(220	)		450		8,161		8,611		(370	)		2011		30
1972	Smithfield	RI		—		1,250		17,442		423			1,250		17,864		19,114		(727	)		2011		30
1973	South Kingstown	RI		—		1,390		13,150		(583	)		1,390		12,567		13,957		(499	)		2011		30
1975	Tiverton	RI		—		3,240		25,735		18			3,240		25,753		28,993		(991	)		2011		30
1962	Warwick	RI		17,936		1,050		16,564		(1,401	)		1,050		15,162		16,212		(691	)		2011		30
1163	Haverford	PA		—		16,461		108,816		1,241			16,461		108,445		124,906		(14,139	)		2006		40
1104	Aiken	SC		—		357		14,832		151			363		14,471		14,834		(1,901	)		2006		40
1100	Charleston	SC		—		885		14,124		292			896		14,075		14,971		(1,831	)		2006		40
1109	Columbia	SC		—		408		7,527		131			412		7,458		7,870		(978	)		2006		40
0306	Georgetown	SC		—		239		3,008		—			239		3,008		3,247		(837	)		1998		45
0879	Greenville	SC		—		1,090		12,558		—			1,090		12,058		13,148		(1,532	)		2006		40
1172	Greenville	SC		—		993		16,314		43			993		15,457		16,450		(2,030	)		2006		40
0305	Lancaster	SC		—		84		2,982		—			84		2,982		3,066		(745	)		1998		45
0880	Myrtle Beach	SC		—		900		10,913		—			900		10,513		11,413		(1,336	)		2006		40
0312	Rock Hill	SC		—		203		2,671		—			203		2,671		2,874		(722	)		1998		45
1113	Rock Hill	SC		—		695		4,119		322			795		4,126		4,921		(560	)		2006		40
0313	Sumter	SC		—		196		2,623		—			196		2,623		2,819		(730	)		1998		45
1003	Nashville	TN		11,252		812		16,983		—			812		16,235		17,047		(1,876	)		2006		40
0860	Oak Ridge	TN		8,627		500		4,741		—			500		4,641		5,141		(696	)		2006		35
0843	Abilene	TX		1,873		300		2,830		—			300		2,710		3,010		(379	)		2006		39
1004	Arlington	TX		14,398		2,002		19,110		—			2,002		18,729		20,731		(2,164	)		2006		40
1116	Arlington	TX		—		2,494		12,192		249			2,540		11,873		14,413		(1,549	)		2006		40
0511	Austin	TX		—		2,960		41,645		—			2,960		41,645		44,605		(11,452	)		2002		30
1589	Austin	TX		—		2,860		17,358		497			2,860		17,855		20,715		(1,371	)		2010		25
0202	Beaumont	TX		—		145		10,404		—			145		10,020		10,165		(3,326	)		1996		45
0844	Burleson	TX		4,279		1,050		5,242		—			1,050		4,902		5,952		(684	)		2006		40
0848	Cedar Hill	TX		8,925		1,070		11,554		—			1,070		11,104		12,174		(1,550	)		2006		40
1325	Cedar Hill	TX		—		440		7,494		—			440		7,494		7,934		(1,322	)		2007		40
0513	Fort Worth	TX		—		2,830		50,832		—			2,830		50,832		53,662		(13,979	)		2002		30
0506	Friendswood	TX		23,013		400		7,354		—			400		7,354		7,754		(1,553	)		2002		45
0217	Houston	TX		11,669		835		7,195		—			835		7,195		8,030		(2,210	)		1997		45
0491	Houston	TX		—		2,470		21,710		750			2,470		22,460		24,930		(6,241	)		2002		35
1106	Houston	TX		—		1,008		15,333		183			1,020		15,098		16,118		(1,973	)		2006		40
1111	Houston	TX		—		1,877		25,372		247			1,959		24,490		26,449		(3,210	)		2006		40
1955	Houston	TX		60,239		9,820		60,254		3,623			9,820		63,877		73,697		(2,460	)		2011		30
1956	Houston	TX		11,504		4,450		22,569		(71	)		4,450		22,497		26,947		(1,070	)		2011		30
1957	Houston	TX		39,560		8,170		39,730		(710	)		8,170		39,021		47,191		(1,574	)		2011		30
1958	Houston	TX		36,425		2,910		30,362		(400	)		2,910		29,963		32,873		(1,283	)		2011		30
0820	Irving	TX		10,863		710		9,949		—			710		9,359		10,069		(1,604	)		2005		35
0845	North Richland Hills	TX		3,120		520		5,117		—			520		4,807		5,327		(671	)		2006		40
0846	North Richland Hills	TX		6,769		870		9,259		—			870		8,819		9,689		(1,407	)		2006		35
1102	Plano	TX		—		494		12,518		145			505		12,247		12,752		(1,601	)		2006		40
0494	San Antonio	TX		7,898		730		3,961		—			730		3,961		4,691		(858	)		2002		45
1590	San Antonio	TX		—		2,860		17,030		282			2,860		17,312		20,172		(1,353	)		2010		25
1954	Sugar Land	TX		38,958		3,420		32,197		(1,084	)		3,420		31,113		34,533		(1,278	)		2011		30
1103	The Woodlands	TX		—		802		17,358		228			869		17,071		17,940		(2,235	)		2006		40

												Gross Amount at Which Carried As of December 31, 2011											Life on Which Depreciation in Latest Income Statement is Computed
					Initial Cost to Company
									Costs Capitalized Subsequent to Acquisition
City		State	Encumbrances at December 31, 2011		Land		Buildings and Improvements					Land		Buildings and Improvements		Total(1)		Accumulated Depreciation			Year Acquired/ Constructed
0195	Victoria	TX		12,782		175		4,290		3,101			175		7,018		7,193		(1,680	)		1995		43
0847	Waxahachie	TX		2,148		390		3,879		—			390		3,659		4,049		(511	)		2006		40
1953	Webster	TX		37,224		4,780		31,057		(134	)		4,780		30,923		35,703		(1,235	)		2011		30
1161	Salt Lake City	UT		—		2,621		22,072		35			2,621		21,152		23,773		(2,777	)		2006		40
1015	Arlington	VA		—		4,320		19,567		455			4,320		19,445		23,765		(2,557	)		2006		40
1244	Arlington	VA		—		3,833		7,076		60			3,833		6,899		10,732		(899	)		2006		40
1245	Arlington	VA		—		7,278		37,407		224			7,278		36,746		44,024		(4,817	)		2006		40
0881	Chesapeake	VA		—		1,090		12,444		—			1,090		11,944		13,034		(1,518	)		2006		40
1247	Falls Church	VA		—		2,228		8,887		116			2,228		8,788		11,016		(1,152	)		2006		40
1164	Fort Belvoir	VA		—		11,594		99,528		6,189			11,594		103,719		115,313		(13,824	)		2006		40
1250	Leesburg	VA		—		607		3,236		60			607		3,150		3,757		(1,218	)		2006		35
1016	Richmond	VA		—		2,110		11,469		281			2,110		11,324		13,434		(1,471	)		2006		40
1246	Sterling	VA		—		2,360		22,932		199			2,360		22,618		24,978		(2,968	)		2006		40
0225	Woodbridge	VA		—		950		6,983		—			950		6,983		7,933		(2,057	)		1997		45
1173	Bellevue	WA		—		3,734		16,171		8			3,734		15,614		19,348		(2,050	)		2006		40
1240	Edmonds	WA		—		1,418		16,502		30			1,418		16,062		17,480		(2,107	)		2006		40
0797	Kirkland	WA		5,234		1,000		13,403		—			1,000		13,043		14,043		(2,092	)		2005		40
1174	Lynnwood	WA		—		1,203		7,415		12			1,203		7,427		8,630		(975	)		2006		40
1251	Mercer Island	WA		—		4,209		8,123		296			4,209		8,214		12,423		(1,078	)		2006		40
0794	Shoreline	WA		9,368		1,590		10,671		—			1,590		10,261		11,851		(1,646	)		2005		40
0795	Shoreline	WA		—		4,030		26,421		—			4,030		25,651		29,681		(4,035	)		2005		39
1175	Snohomish	WA		—		1,541		10,228		8			1,541		9,977		11,518		(1,307	)		2006		40
			$	1,366,930	$	487,394	$	3,793,465	$	55,053		$	488,276	$	3,766,509	$	4,254,785	$	(507,329	)
Life Science
1482	Brisbane	CA	$	—	$	50,989	$	1,789	$	29,885		$	50,989	$	31,674	$	82,663	$	—			2007			*
1481	Carlsbad	CA		—		30,300		—		6,500			30,300		6,500		36,800		—			2007			*
1522	Carlsbad	CA		—		23,475		—		2,769			23,475		2,769		26,244		—			2007			*
1401	Hayward	CA		—		900		7,100		5			900		7,105		8,005		(784	)		2007		40
1402	Hayward	CA		—		1,500		6,400		2,063			1,500		8,463		9,963		(955	)		2007		40
1403	Hayward	CA		—		1,900		7,100		263			1,900		7,363		9,263		(945	)		2007		40
1404	Hayward	CA		—		2,200		17,200		12			2,200		17,212		19,412		(1,900	)		2007		40
1405	Hayward	CA		—		1,000		3,200		7,478			1,000		10,678		11,678		(1,307	)		2007		40
1549	Hayward	CA		—		801		5,740		667			801		6,407		7,208		(972	)		2007		29
1550	Hayward	CA		—		539		3,864		449			539		4,313		4,852		(655	)		2007		29
1551	Hayward	CA		—		526		3,771		438			526		4,209		4,735		(639	)		2007		29
1552	Hayward	CA		—		944		6,769		786			944		7,555		8,499		(1,147	)		2007		29
1553	Hayward	CA		—		953		6,829		793			953		7,622		8,575		(1,157	)		2007		29
1554	Hayward	CA		—		991		7,105		825			991		7,930		8,921		(1,204	)		2007		29
1555	Hayward	CA		—		1,210		8,675		1,007			1,210		9,682		10,892		(1,470	)		2007		29
1556	Hayward	CA		—		2,736		6,868		798			2,736		7,666		10,402		(1,163	)		2007		29
1514	La Jolla	CA		—		5,200		—		—			5,200		—		5,200		—			2007			**
1424	La Jolla	CA		—		9,600		25,283		3,038			9,648		28,194		37,842		(4,162	)		2007		40
1425	La Jolla	CA		—		6,200		19,883		99			6,276		19,906		26,182		(2,217	)		2007		40
1426	La Jolla	CA		—		7,200		12,412		3,036			7,291		15,357		22,648		(2,667	)		2007		27
1427	La Jolla	CA		—		8,700		16,983		671			8,746		17,608		26,354		(2,728	)		2007		30
1488	Mountain View	CA		—		7,300		25,410		1,353			7,300		26,763		34,063		(2,860	)		2007		40
1489	Mountain View	CA		—		6,500		22,800		1,884			6,500		24,684		31,184		(2,518	)		2007		40
1490	Mountain View	CA		—		4,800		9,500		442			4,800		9,942		14,742		(1,130	)		2007		40
1491	Mountain View	CA		—		4,200		8,400		1,249			4,209		9,640		13,849		(1,580	)		2007		40
1492	Mountain View	CA		—		3,600		9,700		730			3,600		10,430		14,030		(1,695	)		2007		40
1493	Mountain View	CA		—		7,500		16,300		1,836			7,500		17,535		25,035		(1,806	)		2007		40
1494	Mountain View	CA		—		9,800		24,000		203			9,800		24,203		34,003		(2,684	)		2007		40
1495	Mountain View	CA		—		6,900		17,800		215			6,900		18,015		24,915		(2,023	)		2007		40
1496	Mountain View	CA		—		7,000		17,000		6,364			7,000		23,364		30,364		(3,727	)		2007		40
1497	Mountain View	CA		—		14,100		31,002		9,811			14,100		40,813		54,913		(6,741	)		2007		40
1498	Mountain View	CA		—		7,100		25,800		8,101			7,100		33,901		41,001		(5,843	)		2007		40
2017	Mountain View	CA		—		—		—		1,290			—		1,290		1,290		—			—			*
1469	Poway	CA		—		47,700		3,512		7,450			47,700		10,962		58,662		—			2007			*
1477	Poway	CA		—		29,943		2,475		15,405			29,943		17,881		47,824		—			2007			*
1470	Poway	CA		—		5,000		12,200		5,727			5,000		17,927		22,927		(3,524	)		2007		40
1471	Poway	CA		—		5,200		14,200		4,253			5,200		18,453		23,653		(3,011	)		2007		40
1478	Poway	CA		—		6,700		14,400		6,145			6,700		20,545		27,245		(4,190	)		2007		40
1499	Redwood City	CA		—		3,400		5,500		1,656			3,407		7,149		10,556		(1,096	)		2007		40
1500	Redwood City	CA		—		2,500		4,100		1,188			2,506		5,282		7,788		(768	)		2007		40
1501	Redwood City	CA		—		3,600		4,600		397			3,607		4,990		8,597		(708	)		2007		30
1502	Redwood City	CA		—		3,100		5,100		804			3,107		5,651		8,758		(779	)		2007		31
1503	Redwood City	CA		—		4,800		17,300		2,796			4,818		20,078		24,896		(1,966	)		2007		31
1504	Redwood City	CA		—		5,400		15,500		856			5,418		16,338		21,756		(1,762	)		2007		31
1505	Redwood City	CA		—		3,000		3,500		603			3,006		4,097		7,103		(650	)		2007		40
1506	Redwood City	CA		—		6,000		14,300		3,020			6,018		17,302		23,320		(2,001	)		2007		40
1507	Redwood City	CA		—		1,900		12,800		6,860			1,912		19,648		21,560		(789	)		2007			*
1508	Redwood City	CA		—		2,700		11,300		6,547			2,712		17,835		20,547		(708	)		2007			*
1509	Redwood City	CA		—		2,700		10,900		1,335			2,712		12,223		14,935		(1,280	)		2007		40
1510	Redwood City	CA		—		2,200		12,000		5,193			2,212		17,181		19,393		(1,382	)		2007		38
1511	Redwood City	CA		—		2,600		9,300		1,475			2,612		10,763		13,375		(1,266	)		2007		26
1512	Redwood City	CA		—		3,300		18,000		123			3,300		18,123		21,423		(1,995	)		2007		40
1513	Redwood City	CA		—		3,300		17,900		123			3,300		18,023		21,323		(1,983	)		2007		40
0679	San Diego	CA		—		7,872		34,617		17,163			7,872		51,781		59,653		(10,246	)		2002		39
1558	San Diego	CA		—		7,740		22,654		535			7,778		23,151		30,929		(2,453	)		2007		38
0837	San Diego	CA		—		4,630		2,029		6,125			4,630		8,153		12,783		(851	)		2006		31	†
0838	San Diego	CA		—		2,040		902		4,301			2,040		5,203		7,243		(95	)		2006			*
0839	San Diego	CA		—		3,940		3,184		4,459			3,940		6,848		10,788		(1,866	)		2006		40
0840	San Diego	CA		—		5,690		4,579		673			5,690		5,252		10,942		(984	)		2006		40
1420	San Diego	CA		—		6,524		—		2,824			6,524		2,824		9,348		—			2007			*
1947	San Diego	CA		12,423		2,581		10,534		20			2,581		10,554		13,135		(351	)		2011		30
1948	San Diego	CA		25,646		5,879		25,305		18			5,879		25,324		31,203		(844	)		2011		30
1949	San Diego	CA		8,206		2,686		11,045		386			2,686		11,432		14,118		(370	)		2011		30
1950	San Diego	CA		1,181		884		2,796		—			884		2,796		3,680		(93	)		2011		30
1410	South San Francisco	CA		—		4,900		18,100		147			4,900		18,247		23,147		(1,999	)		2007		40
1411	South San Francisco	CA		—		8,000		27,700		84			8,000		27,784		35,784		(3,059	)		2007		40
1413	South San Francisco	CA		—		8,000		28,299		252			8,000		28,550		36,550		(3,129	)		2007		40
1414	South San Francisco	CA		—		3,700		20,800		—			3,700		20,800		24,500		(2,297	)		2007		40
1418	South San Francisco	CA		—		11,700		31,243		5,885			11,700		37,127		48,827		(4,055	)		2007		40
1421	South San Francisco	CA		—		7,000		33,779		—			7,000		33,779		40,779		(3,730	)		2007		40
1422	South San Francisco	CA		—		14,800		7,600		3,119			14,800		10,719		25,519		(1,310	)		2007		30
1423	South San Francisco	CA		—		8,400		33,144		—			8,400		33,144		41,544		(3,660	)		2007		40
1431	South San Francisco	CA		—		7,000		15,500		157			7,000		15,657		22,657		(1,714	)		2007		40
1439	South San Francisco	CA		—		11,900		68,848		39			11,900		68,887		80,787		(7,602	)		2007		40
1440	South San Francisco	CA		—		10,000		57,954		—			10,000		57,954		67,954		(6,400	)		2007		40
1441	South San Francisco	CA		—		9,300		43,549		—			9,300		43,549		52,849		(4,809	)		2007		40
1442	South San Francisco	CA		—		11,000		47,289		81			11,000		47,370		58,370		(5,238	)		2007		40
1443	South San Francisco	CA		—		13,200		60,932		1,158			13,200		62,090		75,290		(6,188	)		2007		40
1444	South San Francisco	CA		—		10,500		33,776		392			10,500		34,168		44,668		(3,729	)		2007		40
1445	South San Francisco	CA		—		10,600		34,083		—			10,600		34,083		44,683		(3,763	)		2007		40
1448	South San Francisco	CA		—		14,100		71,344		52			14,100		71,396		85,496		(7,882	)		2007		40
1449	South San Francisco	CA		—		12,800		63,600		472			12,800		64,072		76,872		(7,107	)		2007		40
1450	South San Francisco	CA		—		11,200		79,222		20			11,200		79,242		90,442		(8,749	)		2007		40
1451	South San Francisco	CA		—		7,200		50,856		66			7,200		50,922		58,122		(5,621	)		2007		40
1452	South San Francisco	CA		—		14,400		101,362		107			14,400		101,469		115,869		(11,193	)		2007		40
1458	South San Francisco	CA		—		10,900		20,900		4,094			10,909		24,787		35,696		(4,432	)		2007		40
1459	South San Francisco	CA		—		3,600		100		159			3,600		259		3,859		(83	)		2007		5
1460	South San Francisco	CA		—		2,300		100		65			2,300		165		2,465		(88	)		2007		5
1461	South San Francisco	CA		—		3,900		200		117			3,900		317		4,217		(177	)		2007		5
1462	South San Francisco	CA		—		7,117		600		3,589			7,117		3,924		11,041		(583	)		2007			*
1464	South San Francisco	CA		—		7,403		700		7,607			7,403		8,307		15,710		(331	)		2007			*
1468	South San Francisco	CA		—		10,100		24,013		2,796			10,100		26,809		36,909		(4,322	)		2007		40
1454	South San Francisco	CA		—		11,100		47,738		9,369			11,100		57,108		68,208		(6,773	)		2007		40
1455	South San Francisco	CA		—		9,700		41,937		5,835			10,261		47,211		57,472		(5,367	)		2007		40
1456	South San Francisco	CA		—		6,300		22,900		8,196			6,300		31,096		37,396		(3,761	)		2007		40
1480	South San Francisco	CA		—		32,210		3,110		8,319			32,210		11,429		43,639		—			2007			*
1463	South San Francisco	CA		—		10,381		2,300		16,083			10,381		18,383		28,764		(652	)		2007			*
1435	South San Francisco	CA		—		13,800		42,500		32,758			13,800		75,258		89,058		(4,604	)		2007		40
1436	South San Francisco	CA		—		14,500		45,300		34,081			14,500		79,381		93,881		(4,819	)		2007		40
1437	South San Francisco	CA		—		9,400		24,800		16,977			9,400		41,777		51,177		(2,085	)		2007		40
1559	South San Francisco	CA		—		5,666		5,773		183			5,691		5,931		11,622		(4,839	)		2007		5
1560	South San Francisco	CA		—		1,204		1,293		15			1,210		1,302		2,512		(1,063	)		2007		5
1408	South San Francisco	CA		1,510		9,000		17,800		61			9,000		17,861		26,861		(1,965	)		2007		40
1412	South San Francisco	CA		2,015		10,100		22,521		—			10,100		22,521		32,621		(2,487	)		2007		40
1430	South San Francisco	CA		2,087		10,700		23,621		212			10,700		23,832		34,532		(2,628	)		2007		40
1409	South San Francisco	CA		3,228		18,000		38,043		421			18,000		38,464		56,464		(4,211	)		2007		40
1407	South San Francisco	CA		3,256		28,600		48,700		4,020			28,600		52,720		81,320		(6,474	)		2007		35
1982	South San Francisco	CA		—		64,900		—		4,358			64,900		4,358		69,258		—			2011			*

											Gross Amount at Which Carried As of December 31, 2011											Life on Which Depreciation in Latest Income Statement is Computed
					Initial Cost to Company
									Costs Capitalized Subsequent to Acquisition
City		State	Encumbrances at December 31, 2011		Land		Buildings and Improvements				Land		Buildings and Improvements		Total(1)		Accumulated Depreciation			Year Acquired/ Constructed
1604	Cambridge	MA		—		8,389		10,630		9,326		8,389		19,956		28,345		—			2010			*
2011	Durham	NC		9,481		447		6,152		416		447		6,569		7,016		—			2011			*
0461	Salt Lake City	UT		—		500		8,548		—		500		8,548		9,048		(2,651	)		2001		33
0462	Salt Lake City	UT		—		890		15,623		—		890		15,624		16,514		(4,265	)		2001		38
0463	Salt Lake City	UT		—		190		9,875		—		190		9,875		10,065		(2,316	)		2001		43
0464	Salt Lake City	UT		—		630		6,921		62		630		6,984		7,614		(1,951	)		2001		38
0465	Salt Lake City	UT		—		125		6,368		6		125		6,374		6,499		(1,495	)		2001		43
0466	Salt Lake City	UT		—		—		14,614		7		—		14,621		14,621		(2,907	)		2001		43
0507	Salt Lake City	UT		—		280		4,345		34		280		4,379		4,659		(917	)		2002		43
0537	Salt Lake City	UT		—		—		6,517		—		—		6,517		6,517		(1,346	)		2002		35
0799	Salt Lake City	UT		—		—		14,600		90		—		14,690		14,690		(1,772	)		2005		40
1593	Salt Lake City	UT		—		—		23,998		—		—		23,998		23,998		(1,030	)		2010		33
			$	69,033	$	954,205	$	2,193,335	$	384,807	$	955,261	$	2,574,906	$	3,530,167	$	(292,318	)
Medical office
0638	Anchorage	AK	$	6,373	$	1,456	$	10,650	$	35	$	1,456	$	10,635	$	12,091	$	(1,611	)		2000		34
0520	Chandler	AZ		—		3,669		13,503		1,794		3,669		15,053		18,722		(2,796	)		2002		40
0468	Oro Valley	AZ		—		1,050		6,774		490		1,050		6,697		7,747		(1,480	)		2001		43
0356	Phoenix	AZ		—		780		3,199		827		780		3,837		4,617		(1,703	)		1999		32
0470	Phoenix	AZ		—		280		877		42		280		918		1,198		(209	)		2001		43
1066	Scottsdale	AZ		—		5,115		14,064		1,703		4,791		16,085		20,876		(2,391	)		2006		40
0453	Tucson	AZ		—		215		6,318		353		215		6,658		6,873		(2,177	)		2000		35
0556	Tucson	AZ		—		215		3,940		131		215		3,741		3,956		(759	)		2003		43
1041	Brentwood	CA		—		—		30,864		1,310		—		32,083		32,083		(4,412	)		2006		40
1200	Encino	CA		6,681		6,151		10,438		1,883		6,391		12,081		18,472		(2,148	)		2006		33
0234	Los Angeles	CA		—		2,848		5,879		1,163		3,009		5,273		8,282		(2,385	)		1997		21
0436	Murietta	CA		—		400		9,266		1,366		439		10,032		10,471		(3,515	)		1999		33
0239	Poway	CA		—		2,700		10,839		1,436		2,730		11,108		13,838		(4,393	)		1997		35
0318	Sacramento	CA		—		2,860		21,850		5,744		2,860		26,824		29,684		(6,105	)		1998			*
0235	San Diego	CA		—		2,863		8,913		2,861		3,068		9,963		13,031		(4,353	)		1997		21
0236	San Diego	CA		—		4,619		19,370		3,366		4,711		17,619		22,330		(7,697	)		1997		21
0421	San Diego	CA		—		2,910		17,362		4,519		2,910		21,881		24,791		(4,547	)		1999			*
0564	San Jose	CA		2,764		1,935		1,728		1,325		1,935		2,933		4,868		(888	)		2003		37
0565	San Jose	CA		6,436		1,460		7,672		482		1,460		8,148		9,608		(1,843	)		2003		37
0659	San Jose	CA		—		1,718		3,124		370		1,718		3,417		5,135		(540	)		2000		34
1209	Sherman Oaks	CA		—		7,472		10,075		1,877		7,741		11,673		19,414		(2,948	)		2006		22
0439	Valencia	CA		—		2,300		6,967		940		2,309		7,097		9,406		(2,801	)		1999		35
1211	Valencia	CA		—		1,344		7,507		444		1,383		7,913		9,296		(1,120	)		2006		40
0440	West Hills	CA		—		2,100		11,595		1,771		2,100		11,137		13,237		(4,129	)		1999		32
0728	Aurora	CO		—		—		8,764		524		—		9,288		9,288		(2,469	)		2005		39
1196	Aurora	CO		—		210		12,362		1,099		210		13,426		13,636		(1,878	)		2006		40
1197	Aurora	CO		—		200		8,414		735		200		9,149		9,349		(1,529	)		2006		33
0882	Colorado Springs	CO		—		—		12,933		4,869		—		17,803		17,803		(3,147	)		2007		40
0814	Conifer	CO		—		—		1,485		22		—		1,508		1,508		(236	)		2005		40
1199	Denver	CO		—		493		7,897		346		558		8,178		8,736		(1,332	)		2006		33
0808	Englewood	CO		—		—		8,616		1,270		—		9,761		9,761		(2,077	)		2005		35
0809	Englewood	CO		—		—		8,449		2,095		—		10,258		10,258		(1,910	)		2005		35
0810	Englewood	CO		—		—		8,040		2,475		—		10,515		10,515		(2,169	)		2005		35
0811	Englewood	CO		—		—		8,472		1,227		—		9,692		9,692		(1,961	)		2005		35
0812	Littleton	CO		—		—		4,562		960		79		5,407		5,486		(1,182	)		2005		35
0813	Littleton	CO		—		—		4,926		681		5		5,576		5,581		(1,082	)		2005		38
0570	Lone Tree	CO		—		—		—		18,450		—		18,509		18,509		(3,790	)		2003		39
0666	Lone Tree	CO		14,410		—		23,274		750		—		24,013		24,013		(3,468	)		2000		37
1076	Parker	CO		—		—		13,388		46		8		13,426		13,434		(1,937	)		2006		40
0510	Thornton	CO		—		236		10,206		1,561		244		11,735		11,979		(2,590	)		2002		43
0433	Atlantis	FL		—		—		5,651		445		33		5,746		5,779		(2,173	)		1999		35
0434	Atlantis	FL		—		—		2,027		167		—		2,194		2,194		(753	)		1999		34
0435	Atlantis	FL		—		—		2,000		361		—		2,261		2,261		(818	)		1999		32
0602	Atlantis	FL		—		455		2,231		336		455		2,377		2,832		(402	)		2000		34
0603	Atlantis	FL		—		1,507		2,894		1,629		1,507		4,391		5,898		(443	)		2000		34
0604	Englewood	FL		—		170		1,134		211		170		1,330		1,500		(252	)		2000		34
0609	Kissimmee	FL		—		788		174		170		788		321		1,109		(89	)		2000		34
0610	Kissimmee	FL		—		481		347		221		481		568		1,049		(105	)		2000		34
0671	Kissimmee	FL		5,561		—		7,574		1,277		—		8,821		8,821		(1,737	)		2000		36
0612	Margate	FL		—		1,553		6,898		460		1,553		7,341		8,894		(1,109	)		2000		34
0613	Miami	FL		8,724		4,392		11,841		2,024		4,392		13,697		18,089		(2,385	)		2000		34
1067	Milton	FL		—		—		8,566		185		—		8,751		8,751		(1,171	)		2006		40
0563	Orlando	FL		—		2,144		5,136		2,979		2,288		7,855		10,143		(2,081	)		2003		37
0833	Pace	FL		—		—		10,309		2,464		—		12,773		12,773		(2,927	)		2006		44
0834	Pensacola	FL		—		—		11,166		465		—		11,631		11,631		(1,540	)		2006		45
0614	Plantation	FL		804		969		3,241		732		1,011		3,924		4,935		(760	)		2000		34
0673	Plantation	FL		5,092		1,091		7,176		187		1,091		7,239		8,330		(1,126	)		2002		36
0701	St. Petersburg	FL		—		—		10,141		3,243		—		13,241		13,241		(2,193	)		2004		38
1210	Tampa	FL		5,418		1,967		6,602		3,076		2,067		9,533		11,600		(2,343	)		2006		25
1058	McCaysville	GA		—		—		3,231		18		—		3,249		3,249		(431	)		2006		40
1065	Marion	IL		—		100		11,484		89		100		11,572		11,672		(1,620	)		2006		40
1057	Newburgh	IN		8,057		—		14,019		1,094		—		15,113		15,113		(1,959	)		2006		40
0483	Wichita	KS		—		530		3,341		287		530		3,628		4,158		(823	)		2001		45
1064	Lexington	KY		—		—		12,726		833		—		13,558		13,558		(2,017	)		2006		40
0735	Louisville	KY		—		936		8,426		2,749		936		11,067		12,003		(6,033	)		2005		11
0737	Louisville	KY		17,805		835		27,627		1,730		835		29,134		29,969		(5,838	)		2005		37
0738	Louisville	KY		5,021		780		8,582		2,449		808		10,980		11,788		(4,126	)		2005		18
0739	Louisville	KY		8,117		826		13,814		1,517		826		15,260		16,086		(3,325	)		2005		38
0740	Louisville	KY		8,788		2,983		13,171		2,818		2,983		15,816		18,799		(3,514	)		2005		30
1944	Louisville	KY		—		788		2,414		—		788		2,414		3,202		(97	)		2010		25
1945	Louisville	KY		24,959		3,255		28,644		—		3,255		28,644		31,899		(955	)		2010		30
1946	Louisville	KY		—		430		6,125		—		430		6,125		6,555		(204	)		2010		30
1324	Haverhill	MA		—		800		8,537		1,069		800		9,606		10,406		(1,408	)		2007		40
1213	Columbia	MD		—		1,115		3,206		954		1,115		4,160		5,275		(755	)		2006		34
0361	GlenBurnie	MD		—		670		5,085		—		670		5,085		5,755		(1,840	)		1999		35
1052	Towson	MD		—		—		14,233		3,524		—		15,719		15,719		(2,802	)		2006		40
0240	Minneapolis	MN		—		117		13,213		1,111		117		14,175		14,292		(5,512	)		1997		32
0300	Minneapolis	MN		1,770		160		10,131		2,383		160		12,163		12,323		(4,402	)		1997		35
1059	Jackson	MS		—		—		8,869		19		—		8,887		8,887		(1,167	)		2006		40
1060	Jackson	MS		6,082		—		7,187		2,160		—		9,347		9,347		(1,381	)		2006		40
1078	Jackson	MS		—		—		8,413		688		—		9,101		9,101		(1,289	)		2006		40
1068	Omaha	NE		13,956		—		16,243		360		17		16,576		16,593		(2,259	)		2006		40
0729	Albuquerque	NM		—		—		5,380		162		—		5,542		5,542		(934	)		2005		39
0348	Elko	NV		—		55		2,637		12		55		2,649		2,704		(973	)		1999		35
0571	Las Vegas	NV		—		—		—		17,870		—		17,327		17,327		(3,530	)		2003		40
0660	Las Vegas	NV		3,563		1,121		4,363		2,827		1,253		7,006		8,259		(1,717	)		2000		34
0661	Las Vegas	NV		3,715		2,125		4,829		2,231		2,225		6,815		9,040		(1,358	)		2000		34
0662	Las Vegas	NV		7,104		3,480		12,305		2,772		3,480		14,816		18,296		(2,836	)		2000		34
0663	Las Vegas	NV		1,026		1,717		3,597		1,890		1,717		5,488		7,205		(1,396	)		2000		34
0664	Las Vegas	NV		2,090		1,172		1,550		325		1,172		1,782		2,954		(542	)		2000		34
0691	Las Vegas	NV		—		3,244		18,339		1,566		3,273		19,756		23,029		(5,562	)		2004		30
1285	Cleveland	OH		—		823		2,726		457		853		3,152		4,005		(1,066	)		2006		40
0400	Harrison	OH		—		—		4,561		300		—		4,861		4,861		(1,615	)		1999		35
1054	Durant	OK		—		619		9,256		1,152		651		10,376		11,027		(1,346	)		2006		40
0817	Owasso	OK		—		—		6,582		562		—		7,144		7,144		(1,767	)		2005		40
0404	Roseburg	OR		—		—		5,707		—		—		5,707		5,707		(1,909	)		1999		35
0252	Clarksville	TN		—		765		4,184		—		765		4,184		4,949		(1,643	)		1998		35
0624	Hendersonville	TN		—		256		1,530		636		256		2,102		2,358		(522	)		2000		34
0559	Hermitage	TN		—		830		5,036		4,574		830		9,477		10,307		(2,282	)		2003		35
0561	Hermitage	TN		—		596		9,698		1,658		596		11,011		11,607		(2,688	)		2003		37
0562	Hermitage	TN		—		317		6,528		1,701		317		7,973		8,290		(1,838	)		2003		37
0154	Knoxville	TN		—		700		4,559		2,300		700		6,859		7,559		(1,980	)		1994			*
0409	Murfreesboro	TN		—		900		12,706		—		900		12,706		13,606		(4,361	)		1999		35
0625	Nashville	TN		9,288		955		14,289		1,337		955		15,507		16,462		(2,756	)		2000		34
0626	Nashville	TN		3,823		2,050		5,211		1,514		2,055		6,658		8,713		(1,143	)		2000		34
0627	Nashville	TN		542		1,007		181		520		1,007		681		1,688		(109	)		2000		34
0628	Nashville	TN		5,414		2,980		7,164		936		2,980		8,070		11,050		(1,234	)		2000		34
0630	Nashville	TN		546		515		848		225		528		1,059		1,587		(162	)		2000		34
0631	Nashville	TN		—		266		1,305		550		266		1,752		2,018		(336	)		2000		34
0632	Nashville	TN		—		827		7,642		1,898		827		9,479		10,306		(1,702	)		2000		34
0633	Nashville	TN		9,776		5,425		12,577		2,921		5,425		15,466		20,891		(2,682	)		2000		34
0634	Nashville	TN		8,938		3,818		15,185		2,498		3,818		17,427		21,245		(3,317	)		2000		34
0636	Nashville	TN		445		583		450		—		583		450		1,033		(68	)		2000		34
0573	Arlington	TX		8,718		769		12,355		1,575		769		13,864		14,633		(2,336	)		2003		34
0576	Conroe	TX		2,847		324		4,842		1,413		324		6,152		6,476		(1,445	)		2000		34
0577	Conroe	TX		5,237		397		7,966		1,047		397		9,009		9,406		(1,743	)		2000		34
0578	Conroe	TX		5,472		388		7,975		90		388		8,039		8,427		(1,125	)		2000		37
0579	Conroe	TX		1,789		188		3,618		581		188		4,181		4,369		(611	)		2000		34

												Gross Amount at Which Carried As of December 31, 2011											Life on Which Depreciation in Latest Income Statement is Computed
					Initial Cost to Company
									Costs Capitalized Subsequent to Acquisition
City		State	Encumbrances at December 31, 2011		Land		Buildings and Improvements					Land		Buildings and Improvements		Total(1)		Accumulated Depreciation			Year Acquired/ Constructed
0581	Corpus Christi	TX		—		717		8,181		1,967			717		10,104		10,821		(2,235	)		2000		34
0600	Corpus Christi	TX		—		328		3,210		1,639			328		4,648		4,976		(962	)		2000		34
0601	Corpus Christi	TX		—		313		1,771		476			313		2,234		2,547		(454	)		2000		34
0582	Dallas	TX		5,383		1,664		6,785		1,630			1,693		8,310		10,003		(1,656	)		2000		34
1314	Dallas	TX		—		15,230		162,971		4,609			15,239		167,516		182,755		(24,422	)		2006		35
0583	Fort Worth	TX		2,970		898		4,866		1,201			898		6,013		6,911		(1,124	)		2000		34
0805	Fort Worth	TX		1,992		—		2,481		648			2		3,082		3,084		(788	)		2005		25
0806	Fort Worth	TX		4,075		—		6,070		11			5		6,075		6,080		(1,022	)		2005		40
1061	Granbury	TX		—		—		6,863		80			—		6,943		6,943		(934	)		2006		40
0430	Houston	TX		—		1,927		33,140		1,663			2,019		34,558		36,577		(11,868	)		1999		35
0446	Houston	TX		—		2,200		19,585		3,846			2,209		20,915		23,124		(11,476	)		1999		17
0586	Houston	TX		—		1,033		3,165		751			1,033		3,791		4,824		(715	)		2000		34
0589	Houston	TX		9,899		1,676		12,602		2,052			1,706		14,503		16,209		(2,805	)		2000		34
0670	Houston	TX		—		257		2,884		649			297		3,468		3,765		(600	)		2000		35
0702	Houston	TX		—		—		7,414		1,106			7		8,492		8,499		(1,526	)		2004		36
1044	Houston	TX		—		—		4,838		3,158			—		7,911		7,911		(1,451	)		2006		40
0590	Irving	TX		5,630		828		6,160		1,330			828		7,449		8,277		(1,220	)		2000		34
0700	Irving	TX		—		—		8,550		2,882			—		11,429		11,429		(1,995	)		2004		34
1202	Irving	TX		6,803		1,604		16,107		591			1,604		16,698		18,302		(2,250	)		2006		40
1207	Irving	TX		6,148		1,955		12,793		138			1,986		12,900		14,886		(1,703	)		2006		40
1062	Lancaster	TX		—		162		3,830		318			162		4,123		4,285		(640	)		2006		39
0591	Lewisville	TX		5,259		561		8,043		434			561		8,451		9,012		(1,280	)		2000		34
0144	Longview	TX		—		102		7,998		281			102		8,279		8,381		(3,242	)		1992		45
0143	Lufkin	TX		—		338		2,383		40			338		2,423		2,761		(927	)		1992		45
0568	McKinney	TX		—		541		6,217		493			541		6,296		6,837		(1,453	)		2003		36
0569	McKinney	TX		—		—		636		7,527			—		7,650		7,650		(1,598	)		2003		40
0596	Nassau Bay	TX		5,500		812		8,883		1,131			812		9,944		10,756		(1,520	)		2000		37
1079	North Richland Hills	TX		—		—		8,942		344			—		9,153		9,153		(1,274	)		2006		40
0142	Pampa	TX		—		84		3,242		548			84		3,790		3,874		(1,453	)		1992		45
1048	Pearland	TX		—		—		4,014		3,960			—		7,974		7,974		(1,376	)		2006		40
0447	Plano	TX		—		1,700		7,810		2,589			1,704		9,937		11,641		(3,416	)		1999			*
0597	Plano	TX		7,734		1,210		9,588		1,420			1,210		10,916		12,126		(2,027	)		2000		34
0672	Plano	TX		9,896		1,389		12,768		887			1,389		13,294		14,683		(2,187	)		2002		36
1284	Plano	TX		—		2,049		18,793		1,039			2,087		19,007		21,094		(4,311	)		2006		40
1286	Plano	TX		—		3,300		—		—			3,300		—		3,300		—			2006			**
0815	San Antonio	TX		—		—		9,193		762			12		9,913		9,925		(1,904	)		2006		35
0816	San Antonio	TX		4,656		—		8,699		838			—		9,499		9,499		(1,773	)		2006		35
0598	Sugarland	TX		3,898		1,078		5,158		1,359			1,084		6,375		7,459		(1,084	)		2000		34
1081	Texarkana	TX		—		1,117		7,423		207			1,177		7,571		8,748		(1,068	)		2006		40
0599	Texas City	TX		6,373		—		9,519		157			—		9,676		9,676		(1,392	)		2000		37
0152	Victoria	TX		—		125		8,977		—			125		8,977		9,102		(3,405	)		1994		45
1591	San Antonio	TX		—		—		7,309		239			—		7,548		7,548		(366	)		2010		30
1977	San Antonio	TX		—		—		26,191		542			—		26,733		26,733		(833	)		2011		30
1592	Bountiful	UT		5,241		999		7,426		54			999		7,481		8,480		(351	)		2010		30
0169	Bountiful	UT		—		276		5,237		455			276		5,691		5,967		(1,957	)		1995		45
0346	Castle Dale	UT		—		50		1,818		63			50		1,881		1,931		(698	)		1998		35
0347	Centerville	UT		—		300		1,288		191			300		1,479		1,779		(567	)		1999		35
0350	Grantsville	UT		—		50		429		39			50		468		518		(175	)		1999		35
0469	Kaysville	UT		—		530		4,493		146			530		4,639		5,169		(1,046	)		2001		43
0456	Layton	UT		—		371		7,073		357			389		7,359		7,748		(2,287	)		2001		35
0359	Ogden	UT		—		180		1,695		121			180		1,764		1,944		(653	)		1999		35
1283	Ogden	UT		—		106		4,464		455			106		4,466		4,572		(545	)		2006		40
0357	Orem	UT		—		337		8,744		1,144			306		9,167		9,473		(3,597	)		1999		35
0371	Providence	UT		—		240		3,876		198			256		3,798		4,054		(1,358	)		1999		35
0353	Salt Lake City	UT		—		190		779		61			201		830		1,031		(313	)		1999		35
0355	Salt Lake City	UT		—		180		14,792		759			180		15,502		15,682		(5,727	)		1999		35
0467	Salt Lake City	UT		—		3,000		7,541		509			3,007		7,998		11,005		(2,129	)		2001		38
0566	Salt Lake City	UT		—		509		4,044		792			509		4,691		5,200		(1,084	)		2003		37
0354	Salt Lake City	UT		—		220		10,732		802			220		11,332		11,552		(4,132	)		1999		35
0358	Springville	UT		—		85		1,493		163			85		1,657		1,742		(592	)		1999		35
0482	Stansbury	UT		—		450		3,201		299			450		3,452		3,902		(814	)		2001		45
0351	Washington Terrace	UT		—		—		4,573		1,502			—		5,723		5,723		(1,890	)		1999		35
0352	Washington Terrace	UT		—		—		2,692		354			—		2,753		2,753		(981	)		1999		35
0495	West Valley	UT		—		410		8,266		1,002			410		9,268		9,678		(2,593	)		2002		35
0349	West Valley	UT		—		1,070		17,463		84			1,070		17,548		18,618		(6,451	)		1999		35
1208	Fairfax	VA		—		8,396		16,710		1,722			8,408		18,419		26,827		(3,561	)		2006		28
0572	Reston	VA		—		—		11,902		(121	)		—		11,710		11,710		(2,402	)		2003		43
0448	Renton	WA		—		—		18,724		1,195			—		19,379		19,379		(6,701	)		1999		35
0781	Seattle	WA		—		—		52,703		2,324			—		52,372		52,372		(10,368	)		2004		39
0782	Seattle	WA		—		—		24,382		3,369			21		26,923		26,944		(5,464	)		2004		36
0783	Seattle	WA		—		—		5,625		863			—		6,440		6,440		(4,173	)		2004		10
0785	Seattle	WA		—		—		7,293		1,207			—		7,742		7,742		(1,788	)		2004		33
1385	Seattle	WA		—		—		38,925		437			—		39,352		39,352		(5,954	)		2007		30
0884	Mexico City	DF		—		415		3,739		13			259		3,897		4,156		(531	)		2006		40
			$	328,608	$	190,215	$	1,784,246	$	256,027		$	192,117	$	2,000,699	$	2,192,816	$	(431,122	)
Post-acute/skilled nursing
0012	Livermore	CA	$	—	$	610	$	1,711	$	1,125		$	610	$	2,836	$	3,446	$	(2,784	)		1985		25
0315	Perris	CA		—		336		3,021		—			336		3,021		3,357		(1,442	)		1998		25
0237	Vista	CA		—		653		6,012		90			653		6,102		6,755		(3,109	)		1997		25
0002	Fort Collins	CO		—		499		1,913		1,454			499		3,122		3,621		(3,121	)		1985		25
0018	Morrison	CO		—		1,429		5,464		4,019			1,429		8,761		10,190		(8,544	)		1985		24
0280	Statesboro	GA		—		168		1,508		—			168		1,508		1,676		(743	)		1992		25
0297	Rexburg	ID		—		200		5,310		—			200		5,060		5,260		(1,952	)		1998		35
0378	Anderson	IN		—		500		4,724		1,734			500		6,057		6,557		(1,849	)		1999		35
0384	Angola	IN		—		130		2,900		566			130		3,466		3,596		(1,008	)		1999		35
0385	Fort Wayne	IN		—		200		4,150		2,667			200		6,817		7,017		(1,743	)		1999		38
0386	Fort Wayne	IN		—		140		3,760		—			140		3,760		3,900		(1,307	)		1999		35
0387	Huntington	IN		—		30		2,970		338			30		3,308		3,338		(1,066	)		1999		35
0373	Kokomo	IN		—		250		4,622		1,294			250		5,653		5,903		(1,335	)		1999		45
0454	New Albany	IN		—		230		6,595		—			230		6,595		6,825		(2,026	)		2001		35
0484	Tell City	IN		—		95		6,208		1,299			95		7,509		7,604		(1,634	)		2001		45
0688	Cynthiana	KY		—		192		4,875		—			192		4,875		5,067		(839	)		2004		40
0071	Mayfield	KY		—		218		2,797		—			218		2,792		3,010		(1,765	)		1986		40
0298	Franklin	LA		—		405		3,424		—			405		3,424		3,829		(1,655	)		1998		25
0299	Morgan City	LA		—		203		2,050		—			203		2,050		2,253		(991	)		1998		25
0017	Westborough	MA		—		858		2,975		2,894			858		5,868		6,726		(4,046	)		1985		30
0388	Las Vegas	NV		—		1,300		3,950		—			1,300		3,950		5,250		(1,373	)		1999		35
0389	Las Vegas	NV		—		1,300		5,800		—			1,300		5,800		7,100		(2,016	)		1999		35
0390	Fairborn	OH		—		250		4,850		—			250		4,850		5,100		(1,686	)		1999		35
0391	Georgetown	OH		—		130		4,970		—			130		4,970		5,100		(1,728	)		1999		35
0063	Marion	OH		—		218		2,971		—			218		2,965		3,183		(2,421	)		1986		30
0038	Newark	OH		—		400		8,588		—			400		8,577		8,977		(6,009	)		1986		35
0392	Port Clinton	OH		—		370		3,630		—			370		3,630		4,000		(1,262	)		1999		35
0393	Springfield	OH		—		250		3,950		2,113			250		6,063		6,313		(1,532	)		1999		35
0394	Toledo	OH		—		120		5,130		—			120		5,130		5,250		(1,783	)		1999		35
0395	Versailles	OH		—		120		4,980		—			120		4,980		5,100		(1,731	)		1999		35
0695	Carthage	TN		—		129		2,406		—			129		2,225		2,354		(471	)		2004		35
0054	Loudon	TN		—		26		3,879		—			26		3,873		3,899		(2,761	)		1986		35
0047	Maryville	TN		—		160		1,472		—			160		1,468		1,628		(830	)		1986		45
0048	Maryville	TN		—		307		4,376		—			307		4,369		4,676		(2,392	)		1986		45
0285	Fort Worth	TX		—		243		2,036		269			243		2,305		2,548		(1,129	)		1998		25
0296	Ogden	UT		—		250		4,685		—			250		4,435		4,685		(1,690	)		1998		35
0681	Fishersville	VA		—		751		7,734		—			751		7,220		7,971		(1,390	)		2004		40
0682	Floyd	VA		—		309		2,263		—			309		1,893		2,202		(577	)		2004		25
0689	Independence	VA		—		206		8,366		—			206		7,810		8,016		(1,481	)		2004		40
0683	Newport News	VA		—		535		6,192		—			535		5,719		6,254		(1,100	)		2004		40
0684	Roanoke	VA		—		586		7,159		—			586		6,696		7,282		(1,287	)		2004		40
0685	Staunton	VA		—		422		8,681		—			422		8,136		8,558		(1,563	)		2004		40
0686	Williamsburg	VA		—		699		4,886		—			699		4,464		5,163		(860	)		2004		40
0690	Windsor	VA		—		319		7,543		—			319		7,018		7,337		(1,330	)		2004		40
0687	Woodstock	VA		—		603		5,395		9			605		4,987		5,592		(960	)		2004		40
			$	—	$	17,349	$	202,881	$	19,871		$	17,351	$	216,117	$	233,468	$	(84,321	)
Hospital
0126	Little Rock	AR	$	—	$	709	$	9,604	$	—		$	709	$	9,587	$	10,296	$	(4,487	)		1990		45
0113	Peoria	AZ		—		1,565		7,050		—			1,565		7,050		8,615		(3,396	)		1988		45
1038	Fresno	CA		—		3,652		29,113		7,724			3,652		36,837		40,489		(9,694	)		2006		40	†
0423	Irvine	CA		—		18,000		70,800		—			18,000		70,800		88,800		(24,618	)		1999		35
0127	Colorado Springs	CO		—		690		8,338		—			690		8,338		9,028		(3,877	)		1989		45
0425	Palm Beach Garden	FL		—		4,200		58,250		—			4,200		58,250		62,450		(20,250	)		1999		35
0426	Roswell	GA		—		6,900		55,300		—			6,900		54,859		61,759		(19,122	)		1999		35
0887	Atlanta	GA		—		4,300		13,690		—			4,300		13,690		17,990		(4,613	)		2007		40
0112	Overland Park	KS		—		2,316		10,681		—			2,316		10,681		12,997		(5,327	)		1989		45
0877	Slidell	LA		—		1,490		22,034		—			1,490		20,934		22,424		(2,704	)		2006		40
1383	Baton Rouge	LA		—		690		8,545		86			690		8,632		9,322		(1,161	)		2007		40
0429	Hickory	NC		—		2,600		69,900		—			2,600		69,900		72,500		(24,299	)		1999		35
0886	Dallas	TX		—		1,820		8,508		26			1,820		8,534		10,354		(1,945	)		2007		40
1319	Dallas	TX		—		18,840		138,235		1,091			18,840		139,326		158,166		(18,605	)		2007		35
1384	Plano	TX		—		6,290		22,686		1,374			6,290		24,061		30,351		(3,335	)		2007		25
0084	San Antonio	TX		—		1,990		11,184		—			1,990		11,174		13,164		(5,857	)		1987		45
0885	Greenfield	WI		—		620		9,542		—			620		9,542		10,162		(1,846	)		2006		40
			$	—	$	76,672	$	553,460	$	10,301		$	76,672	$	562,195	$	638,867	$	(155,136	)
Total continuing operations properties			$	1,764,571	$	1,725,835	$	8,527,387	$	726,059		$	1,729,677	$	9,120,426	$	10,850,103	$	(1,470,226	)
Corporate and other assets				—		—		2,729		4,014			—		3,442		3,442		(2,046	)
Total			$	1,764,571	$	1,725,835	$	8,530,116	$	730,073		$	1,729,677	$	9,123,868	$	10,853,545	$	(1,472,272	)

*

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

**

Represents land parcels which are not depreciated.

†

A portion of the property has been taken out of service and placed in redevelopment.

(1)

At December 31, 2011, the tax basis of the Company's net real estate assets is less than the reported amounts by approximately $1.7 billion.

•         (b)   A summary of activity for real estate and accumulated depreciation for the years ended December 31, 2011, 2010 and 2009 follows (in thousands):

	Year ended December 31,
	2011			2010			2009
Real estate:
Balances at beginning of year	$	9,900,305		$	9,559,566		$	9,430,977
Acquisition of real estate and development and improvements		1,049,723			377,354			119,221
Disposition of real estate		(21,737	)		(61,139	)		(60,134	)
Balances associated with changes in reporting presentation(1)		(74,746	)		24,524			69,502
Balances at end of year	$	10,853,545		$	9,900,305		$	9,559,566
Accumulated depreciation:
Balances at beginning of year	$	1,244,502		$	1,029,775		$	791,613
Depreciation expense		301,233			258,929			248,758
Disposition of real estate		(5,705	)		(27,123	)		(25,925	)
Balances associated with changes in reporting presentation(1)		(67,758	)		(17,079	)		15,329
Balances at end of year	$	1,472,272		$	1,244,502		$	1,029,775

(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, 2011.

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Compensation Plans

12 Months Ended

Dec. 31, 2011

Compensation Plans

Compensation Plans

(16) Compensation Plans

• Stock Based Compensation

        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 7.8 million shares at December 31, 2011, of which approximately 5.2 million shares may be issued as restricted stock and performance restricted stock units.

• Stock Options

        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 four- to 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.

        A summary of the stock 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, 2010		7,126		$	27.69		6.7	$	66,073
Granted		710			36.96
Exercised		(1,157	)		26.61
Forfeited		(155	)		33.32
Outstanding as of December 31, 2011		6,524			28.76		6.1		84,169
Exercisable as of December 31, 2011		3,239			28.60		4.7		42,309

        The following table summarizes additional information concerning outstanding and exercisable stock options at December 31, 2011 (shares in thousands):

							Currently Exercisable
					Weighted Average Remaining Contractual Term (Years)
Range of Exercise Price	Shares Under Options		Weighted Average Exercise Price				Shares Under Options		Weighted Average Exercise Price
$23.34 - $25.52		2,327	$	23.81		6.1		1,032	$	24.41
27.11 - 28.35		1,960		27.74		5.3		1,245		27.39
31.95 - 39.72		2,237		34.80		6.7		962		34.66
		6,524		28.76		6.1		3,239		28.60

        The following table summarizes additional information concerning unvested stock options at December 31, 2011 (shares in thousands):

	Shares Under Options			Weighted Average Grant Date Fair Value
Unvested at December 31, 2010		3,889		$	3.24
Granted		710			5.97
Vested		(1,159	)		3.10
Forfeited		(155	)		5.54
Unvested at December 31, 2011		3,285			3.77

        The weighted average fair value per share at the date of grant for options awarded during the years ended December 31, 2011, 2010 and 2009 was $5.97, $5.17 and $2.23, respectively. The total vesting date intrinsic values of shares under options vested during the years ended December 31, 2011, 2010 and 2009 was $15.8 million, $10.7 million and $1.8 million, respectively. The total intrinsic value of vested shares under options at December 31, 2011 was $42.3 million.

        Proceeds received from options exercised under the 2006 Incentive Plan for the years ended December 31, 2011, 2010 and 2009 were $30.8 million, $6.3 million and $7.4 million, respectively. The total intrinsic value of options exercised during the years ended December 31, 2011, 2010 and 2009 was $13.4 million, $2.3 million and $4.9 million, respectively.

        The fair value of the stock options granted during the years ended December 31, 2011, 2010 and 2009 was estimated on the date of grant using a Black-Scholes option valuation model that uses the assumptions described below. The risk-free rate is based on the U.S. Treasury yield curve in effect at the grant date. The expected life (estimated period of time outstanding) of the stock options granted was estimated using the historical exercise behavior of employees and turnover rates. For stock options granted in 2011 and 2010, the expected volatility was based on the average of the Company's: (i) historical volatility of the adjusted closing prices of its common stock for a period equal to the stock option's expected life, ending on the grant date, calculated on a weekly basis and (ii) the implied volatility of traded options on its common stock for a period equal to 30 days ending on the grant date. For stock options granted prior to 2010, the expected volatility was based on the Company's historical volatility of the adjusted closing prices of its common stock for a period equal to the stock option's expected life, ending on the grant date and calculated on a weekly basis. The following table summarizes the Company's stock option valuation assumptions:

	2011			2010			2009
Risk-free rate		2.58	%		2.77	%		2.27	%
Expected life (in years)		6.5			6.3			6.5
Expected volatility		31.8	%		35.0	%		26.0	%
Expected dividend yield		6.1	%		6.2	%		7.3	%

• Restricted Stock and Performance Restricted Stock Units

        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 closing market price of the Company's common stock on that date. Generally, the Company recognizes the fair value of the awards over the applicable vesting period as compensation expense. Upon any exercise or payment of restricted shares or units, the participant is required to pay the related tax withholding obligation. 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 market price of the Company's common stock on the date that the relevant transaction occurs. During 2011, 2010 and 2009, the Company withheld 136,000, 154,000 and 110,000 shares, respectively, to offset tax withholding obligations.

        The following table summarizes additional information concerning restricted stock and restricted stock units at December 31, 2011 (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, 2010		1,026		$	29.71		536		$	28.08
Granted		764			37.22		—			N/A
Vested		(228	)		29.46		(162	)		28.91
Forfeited		(84	)		34.51		(35	)		27.61
Unvested at December 31, 2011		1,478			32.59		339			27.75

        At December 31, 2011, 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, 2011, 2010 and 2009 were $14.4 million, $12.5 million and $7.6 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 10 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, 2011, the total number of restricted stock units under this arrangement was approximately 303,000.

        Total share-based compensation expense recognized during the years ended December 31, 2011, 2010 and 2009 was $20.2 million, $15.1 million and $14.6 million, respectively. As of December 31, 2011, there was $44.2 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 three years.

• Employee Benefit Plan

        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 2011, 2010 and 2009, the Company's matching contributions were approximately $0.8 million, $0.9 million and $0.7 million, respectively.

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Investments in and Advances to Unconsolidated Joint Ventures (Details 2) (USD $)	12 Months Ended			1 Months Ended	12 Months Ended				12 Months Ended											12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009	Apr. 30, 2011 HCRMC Operations, LLC	Dec. 31, 2011 HCRMC Operations, LLC	Apr. 07, 2011 HCRMC Operations, LLC	Dec. 31, 2011 HCP Ventures III, LLC investment	Dec. 31, 2011 HCP Ventures IV, LLC investment	Dec. 31, 2011 HCP Life Science jointventure investment	Dec. 31, 2011 HCP Life Science Maximum	Dec. 31, 2011 HCP Life Science Minimum	Dec. 31, 2011 Torrey Pines Science Center, LP	Dec. 31, 2011 Britannia Biotech Gateway, LP	Dec. 31, 2011 LASDK, LP	Dec. 31, 2011 Horizon Bay Hyde Park, LLC investment	Dec. 31, 2011 Suburban Properties, LLC investment	Dec. 31, 2011 Advances to unconsolidated joint ventures, net	Dec. 31, 2011 Edgewood Assisted Living Center, LLC investment	Dec. 31, 2011 Seminole Shores Living Center, LLC investment	Dec. 31, 2011 HCP Ventures II	Oct. 31, 2010 HCP Ventures II	Sep. 30, 2010 HCP Ventures II
Company owned interests in entities, accounted under equity method:
Number of medical office buildings							13	54								1
Number of hospitals								4
Number of life science facilities									4
Number of senior housing facilities															1			1	1
Investments in and advances to unconsolidated joint ventures	$ 224,052,000	$ 195,847,000			$ 97,763,000		$ 8,720,000	$ 35,272,000	$ 66,522,000						$ 7,086,000	$ 7,736,000	$ 953,000
Investment reported in liabilities	(964,000)																	(356,000)	(608,000)
Investment ownership percentage						9.30%	30.00%	20.00%		63.00%	50.00%	50.00%	55.00%	63.00%	72.00%	67.00%		45.00%	50.00%		35.00%	35.00%
Ownership percentage subject to dilution				9.30%
Number of unconsolidated joint ventures									3
Payment to acquire equity method investment				95,000,000
Impairment related to goodwill					865,000,000
Impairment related to straight-line rent assets of HCP Ventures II																				54,500,000
Summarized combined financial information for unconsolidated joint ventures:
Real estate, net	3,806,187,000	1,633,209,000
Goodwill	3,243,100,000
Other assets, net	2,554,590,000	131,714,000
Total assets	9,603,877,000	1,764,923,000
Capital lease obligations and other debt	6,373,500,000
Mortgage debt	498,243,000	1,148,839,000
Accounts payable	1,083,581,000	32,120,000
Other partners' capital	1,465,536,000	415,697,000
HCP's capital	183,017,000	168,267,000
Total liabilities and partners' capital	9,603,877,000	1,764,923,000
Combined basis difference	39,000,000
Total revenues	4,388,376,000	172,972,000	184,102,000
Net (loss)	(827,306,000)	(54,237,000)	(341,000)
HCP's share in earnings	46,750,000	4,770,000	3,511,000
Impairments of investments in unconsolidated joint ventures		(71,693,000)
Fees earned by HCP	2,073,000	4,666,000	5,312,000
Distributions received by HCP	$ 5,681,000	$ 9,738,000	$ 14,142,000

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CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) (USD $)	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
CONSOLIDATED STATEMENTS OF EQUITY
Common dividends, per share (in dollars per share)	$ 1.92	$ 1.86	$ 1.84

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Dec. 31, 2011	Dec. 31, 2010
CONSOLIDATED BALANCE SHEETS
Accounts receivable, allowance (in dollars)	$ 1,341	$ 5,150
Preferred stock, par value (in dollars per share)	$ 1.00	$ 1.00
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	11,820,000	11,820,000
Preferred stock, shares outstanding	11,820,000	11,820,000
Preferred stock, liquidation preference (in dollars per share)	$ 25.00	$ 25.00
Common stock, par value (in dollars per share)	$ 1.00	$ 1.00
Common stock, shares authorized	750,000,000	750,000,000
Common stock, shares issued	408,629,444	370,924,887
Common stock, shares outstanding	408,629,444	370,924,887

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Intangibles

12 Months Ended

Dec. 31, 2011

Intangibles

Intangibles

(9) Intangibles

        At December 31, 2011 and 2010, 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 $574.0 million and $511.4 million, respectively. At December 31, 2011 and 2010, the accumulated amortization of intangible assets was $200.2 million and $195.0 million, respectively. The remaining weighted average amortization period of intangible assets was 11 years and nine years at December 31, 2011 and 2010, respectively.

        At December 31, 2011 and 2010, intangible lease liabilities, comprised of below market lease intangibles and above market ground lease intangibles, were $219.6 million and $233.5 million, respectively. At December 31, 2011 and 2010, the accumulated amortization of intangible liabilities was $95.5 million and $85.4 million, respectively. The remaining weighted average amortization period of unfavorable market lease intangibles was approximately eight years at both December 31, 2011 and 2010.

        For the years ended December 31, 2011, 2010 and 2009, rental income includes additional revenues of $6.2 million, $8.2 million and $16.3 million, respectively, from the amortization of net below market lease intangibles. For the years ended December 31, 2011, 2010 and 2009, operating expenses include additional expense of $0.6 million, $0.4 million and $0.4 million, respectively, from the amortization of net above market ground lease intangibles. For the years ended December 31, 2011, 2010 and 2009, depreciation and amortization expense includes additional expense of $44.8 million, $45.7 million and $63.3 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 to 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 identified 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
2012	$	52,327	$	17,841
2013		50,087		17,387
2014		47,386		16,925
2015		44,560		16,391
2016		41,571		15,931
Thereafter		137,832		39,667
	$	373,763	$	124,142

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Schedule II - Valuation and Qualifying Accounts (Details) (Allowance Accounts, USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Allowance Accounts
Movement in Valuation Allowances and Reserves
Balance at the beginning of the year	$ 43,740	$ 129,505	$ 58,911
Additions
Amounts Charged Against Operations, net	13,316	8,519	79,346
Acquired Properties	2
Deductions
Uncollectible Accounts Written-off	(4,673)	(93,858)	(8,504)
Disposed Properties	(3,176)	(426)	(248)
Balance at the end of the year	$ 49,209	$ 43,740	$ 129,505

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Transactions with Related Parties (Details)	12 Months Ended
	Dec. 31, 2011
Related Party Transaction
Redemption of DownREIT units in number of shares (in shares)	2
Mr. Klaritch, an executive vice president | HCPI/Tennessee, LLC
Related Party Transaction
Number of non-managing member units received on distribution of rights (in shares)	113,431

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Document and Entity Information	12 Months Ended
	Dec. 31, 2011
Document and Entity Information
Entity Registrant Name	HCP, INC.
Entity Central Index Key	0000765880
Document Type	8-K
Document Period End Date	Dec. 31, 2011
Amendment Flag	false

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Other Assets

12 Months Ended

Dec. 31, 2011

Other Assets

Other Assets

(10) Other Assets

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

	December 31,
	2011		2010
Straight-line rent assets, net of allowance of $34,457 and $35,190, respectively	$	266,620	$	206,862
Leasing costs, net		92,288		86,676
Deferred debt issuance costs, net		35,649		23,541
Goodwill		50,346		50,346
Marketable equity securities		17,053		—
Other		23,502		55,461
Total other assets	$	485,458	$	422,886

        In June 2011 the Company purchased approximately $22.4 million of marketable equity securities. At December 31, 2011, the Company incurred a $5.4 million impairment for these securities as it concluded the deficiency in value of such securities below their carrying value was other-than-temporary.

        During the year ended December 31, 2010, the Company sold marketable debt securities for $174.2 million, which resulted in gains of approximately $13.4 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, losses and impairments on marketable securities are included in other income, net in the consolidated statements of income.

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Future Minimum Rents (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2011
Future minimum lease payments received
2012	$ 931,190
2013	904,052
2014	851,711
2015	802,147
2016	751,847
Thereafter	3,240,862
Total	$ 7,481,809

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Derivative Financial Instruments (Details) (USD $)	12 Months Ended	3 Months Ended	12 Months Ended
	Dec. 31, 2011	Mar. 31, 2011 Interest rate swap, entered in August 2009, maturity in August 2011	Dec. 31, 2011 Interest rate swap, variable rate, secured debt Interest rate swap, entered in July 2005, maturity in July 2020 contract	Dec. 31, 2011 Interest rate swap, variable rate, secured debt Interest rate swap, entered in November 2008, maturity in October 2016	Dec. 31, 2011 Interest rate swap, variable rate, secured debt Interest rate swap, entered in July 2009, maturity in July 2013	Dec. 31, 2010 Interest rate swap, fixed rate forecasted unsecured debt	Nov. 30, 2007 Interest rate swap, fixed rate forecasted unsecured debt contract
Derivative
Fixed Rate (as a percent)			3.82%	5.95%	6.13%
Floating Rate Index			BMA Swap Index	1 Month LIBOR	1 Month LIBOR
Floating Rate Index, percentage (as a percent)				1.50%	3.65%
Notional Amount			$ 45,600,000	$ 27,600,000	$ 14,000,000
Fair value of hedge, liabilities			(7,536,000)	(4,176,000)	(411,000)
Number of interest-rate swap contracts			3				2
Notional Amount							900,000,000
Interest payment recognized previously, no longer probable of occurring, recognized in other income						1,000,000
Reclassification of unrealized gains into other income (expense)		1,000,000
Proceeds from settlement of interest rate swap contract		1,000,000
Additional interest income resulting from cash flow and fair value hedges	600,000
Reduction of interest expense resulting from cash flow and fair value hedges	600,000
Effects of Change in Interest Rates
+50 Basis Points			1,664,000	614,000	99,000
-50 Basis Points			(1,952,000)	(630,000)	(109,000)
+100 Basis Points			3,472,000	1,056,000	203,000
-100 Basis Points			$ (3,760,000)	$ (1,252,000)	$ (213,000)

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CONSOLIDATED STATEMENTS OF INCOME (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Revenues:
Rental and related revenues	$ 1,015,280	$ 917,001	$ 875,775
Tenant recoveries	92,258	89,011	89,457
Resident fees and services	50,619	32,596
Income from direct financing leases	464,704	49,438	51,495
Interest income	99,864	160,163	124,146
Investment management fee income	2,073	4,666	5,312
Total revenues	1,724,798	1,252,875	1,146,185
Costs and expenses:
Depreciation and amortization	356,623	311,008	315,736
Interest expense	419,337	288,538	298,600
Operating	220,169	210,204	183,298
General and administrative	96,150	83,046	77,899
Litigation settlement and provision	125,000		101,973
Impairments (recoveries)	15,400	(11,900)	75,389
Total costs and expenses	1,232,679	880,896	1,052,895
Other income, net	12,335	15,818	7,768
Income before income tax expense and equity income from and impairments of investments in unconsolidated joint ventures	504,454	387,797	101,058
Income taxes	(1,249)	(412)	(1,910)
Equity income from unconsolidated joint ventures	46,750	4,770	3,511
Impairments of investments in unconsolidated joint ventures		(71,693)
Income from continuing operations	549,955	320,462	102,659
Discontinued operations:
Income before impairments and gain on sales of real estate, net of income taxes	1,432	4,008	6,296
Impairments			(125)
Gain on sales of real estate, net of income taxes	3,107	19,925	37,321
Total discontinued operations	4,539	23,933	43,492
Net income	554,494	344,395	146,151
Noncontrolling interests' share in earnings	(15,603)	(13,686)	(14,461)
Net income attributable to HCP, Inc.	538,891	330,709	131,690
Preferred stock dividends	(21,130)	(21,130)	(21,130)
Participating securities' share in earnings	(2,459)	(2,081)	(1,491)
Net income applicable to common shares	$ 515,302	$ 307,498	$ 109,069
Basic earnings per common share:
Continuing operations (in dollars per share)	$ 1.28	$ 0.93	$ 0.24
Discontinued operations (in dollars per share)	$ 0.01	$ 0.08	$ 0.16
Net income applicable to common shares (in dollars per share)	$ 1.29	$ 1.01	$ 0.40
Diluted earnings per common share:
Continuing operations (in dollars per share)	$ 1.28	$ 0.92	$ 0.24
Discontinued operations (in dollars per share)	$ 0.01	$ 0.08	$ 0.16
Net income applicable to common shares (in dollars per share)	$ 1.29	$ 1.00	$ 0.40
Weighted average shares used to calculate earnings per common share:
Basic (in shares)	398,446	305,574	274,216
Diluted (in shares)	400,218	306,900	274,631

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Other Real Estate Property Investments

12 Months Ended

Dec. 31, 2011

Other Real Estate Property Investments

Other Real Estate Property Investments

(4) Other Real Estate Property Investments

        A summary of acquisitions for the year ended December 31, 2011 follows (in thousands):

	Consideration						Assets Acquired
Acquisitions	Cash Paid		Debt Assumed		Noncontrolling Interest		Real Estate		Net Intangibles
Life science	$	84,087	$	57,869	$	—	$	133,210	$	8,746
Medical office		29,743		—		1,500		26,191		5,052
	$	113,830	$	57,869	$	1,500	$	159,401	$	13,798

        During the year ended December 31, 2011, the Company funded an aggregate of $127 million for construction, tenant and other capital improvement projects, primarily in the life science and medical office segments. During the year ended December 31, 2011, two of the Company's life science facilities located in South San Francisco were placed in service representing 88,000 square feet.

        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
Life science		40,563		—			7,341		190		43,017		5,077
Medical office		27,463		33,503	(1)		1,926		735		57,390		6,237
	$	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 and medical office segments. 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.

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HCR ManorCare Acquisition

12 Months Ended

Dec. 31, 2011

HCR ManorCare Acquisition

HCR ManorCare Acquisition

(3) HCR ManorCare Acquisition

        On April 7, 2011, the Company completed its acquisition of substantially all of the real estate assets of HCR ManorCare, Inc. ("HCR ManorCare"), for a purchase price of $6.0 billion (the "HCR ManorCare Acquisition"). The purchase price consisted of the following: (i) $4 billion in cash consideration; and (ii) $2 billion representing the fair value of the Company's HCR ManorCare debt investments that were settled as part of this acquisition. Through this transaction, the Company acquired 334 HCR ManorCare post-acute, skilled nursing and assisted living facilities. The facilities are located in 30 states, with the highest concentrations in Ohio, Pennsylvania, Florida, Illinois and Michigan. A wholly-owned subsidiary of HCR ManorCare operates the assets pursuant to a long-term triple-net master lease agreement supported by a guaranty from HCR ManorCare. Additionally, the Company exercised its option to purchase an ownership interest of HCR ManorCare for $95 million that represented a 9.9% equity interest at closing.

        The HCR ManorCare Acquisition total purchase price is as follows (in thousands):

	April 7, 2011
Payment of aggregate cash consideration, net of cash acquired	$	3,801,624
HCP's loan investments in HCR ManorCare's debt settled at fair value(1)		1,990,406
Assumed HCR ManorCare accrued liabilities at fair value(2)		224,932
Total purchase consideration	$	6,016,962
Legal, accounting and other fees and costs(3)	$	26,839

(1)

The Company recognized a gain of approximately $23 million, included in interest income, which represents the fair value of the Company's existing mezzanine and mortgage loan investments in HCR ManorCare in excess of its carrying value on the acquisition date.

(2)

In August 2011, the Company paid or refunded these amounts to certain taxing authorities or the seller. These August 2011 cash payments are included in the "cash used in the HCR ManorCare Acquisition, net of cash acquired" that is presented in the consolidated statements of cash flows under investing activities.

(3)

Represents estimated fees and costs of $15.5 million and $11.3 million that were expensed and included in general and administrative expense and interest expense, respectively. These charges are directly attributable to the transaction and represent non-recurring costs.

        The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date of April 7, 2011 (in thousands):

Assets acquired
Net investments in direct financing leases	$	6,002,074
Cash and cash equivalents		6,996
Intangible assets		14,888
Total assets acquired		6,023,958
Total liabilities assumed		224,932
Net assets acquired	$	5,799,026

        In connection with the HCR ManorCare Acquisition, the Company entered into a credit agreement for a 365-day bridge loan facility (from funding to maturity) in an aggregate amount of up to $3.3 billion. In March 2011, the Company terminated this bridge loan facility in accordance with its terms; consequently, the Company incurred a charge of $11.3 million related to the write-off of unamortized loan fees associated with this bridge loan commitment that is included in interest expense.

        The assets and liabilities of the Company's investments related to HCR ManorCare and the related results of operations are included in the consolidated financial statements from the April 7, 2011 acquisition date. From the acquisition date to March 31, 2012, the Company has recognized revenues and earnings from its investments related to HCR ManorCare of $411.8 million and $456.8 million, respectively.

• Pro Forma Results of Operations

        The following unaudited pro forma consolidated results of operations assume that the HCR ManorCare Acquisition, including the Company's ownership interest in the operations of HCR ManorCare, was completed as of January 1 for each of the periods presented below (in thousands, except per share amounts):

	Year Ended December 31,
	2011		2010
Revenues	$	1,820,057	$	1,703,568
Net income		655,352		745,119
Net income applicable to HCP, Inc.		639,749		731,433
Basic earnings per common share	$	1.52	$	1.86
Diluted earnings per common share		1.51		1.85

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Future Minimum Rents

12 Months Ended

Dec. 31, 2011

Future Minimum Rents

Future Minimum Rents

(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, 2011, are as follows (in thousands):

Year	Amount
2012	$	931,190
2013		904,052
2014		851,711
2015		802,147
2016		751,847
Thereafter		3,240,862
	$	7,481,809

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Debt

12 Months Ended

Dec. 31, 2011

Debt

Debt

(11) Debt

• Bank Line of Credit and Term Loan

        The Company's revolving line of credit facility provides for an aggregate borrowing capacity of $1.5 billion and matures on March 11, 2015, with a one-year committed extension option. The Company has the right to increase the commitments under the revolving line of credit facility by an aggregate amount of up to $500 million, subject to customary conditions. Borrowings under this revolving line of credit facility accrue interest at a rate per annum equal to LIBOR plus a margin that depends on the Company's debt ratings. The Company pays a facility fee on the entire revolving commitment that depends upon its debt ratings. Based on the Company's debt ratings at December 31, 2011, the margin on the revolving line of credit facility was 1.50% and the facility fee was 0.30%. At December 31, 2011, the Company had $454 million outstanding under this revolving line of credit facility with a weighted-average effective interest rate of 2.26%.

        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 Secured Debt to Consolidated Total Asset Value to 30%, (iii) limit the ratio of Unsecured Debt to Consolidated Unencumbered Asset Value to 60%, (iv) require a minimum Fixed Charge Coverage ratio of 1.5 times, and (v) require a formula-determined Minimum Consolidated Tangible Net Worth of $8.0 billion at December 31, 2011. At December 31, 2011, the Company was in compliance with each of these restrictions and requirements of the revolving line of credit facility.

        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 in interest expense. At the time the term loan was paid off, it accrued interest at a rate per annum equal to LIBOR plus 2.00%.

• Senior Unsecured Notes

        At December 31, 2011, the Company had senior unsecured notes outstanding with an aggregate principal balance of $5.4 billion. At December 31, 2011, interest rates on the notes ranged from 1.45% to 7.07% with a weighted average effective rate of 5.70% and a weighted average maturity of 6.34 years. 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, 2011, 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 a rate of 4.88%.

        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%; net proceeds from the offering were $2.37 billion.

        In September 2011, the Company repaid $292 million of maturing senior unsecured notes, which accrued interest at a rate of 4.82%.

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

        The following is a summary of senior unsecured notes outstanding by maturity date at December 31, 2011 (dollars in thousands):

Maturity	Principal Amount			Weighted Average Interest Rate
2012	$	250,000			6.67	%
2013		550,000			5.81
2014		487,000			3.28
2015		400,000			6.64
2016		900,000			5.07
2017		750,000			6.04
2018		600,000			6.83
2021		1,200,000			5.53
Thereafter		300,000			6.89
		5,437,000
Discounts, net		(20,937	)
	$	5,416,063

• Mortgage and Other Secured Debt

        At December 31, 2011, the Company had $1.8 billion in aggregate principal amount of mortgage debt outstanding that is secured by 138 healthcare facilities (including redevelopment properties) that had a carrying value of $2.2 billion. At December 31, 2011, interest rates on the mortgage debt range from 1.96% to 8.78% with a weighted average effective interest rate of 6.12% and a weighted average maturity of 4.37 years.

        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.

        The following is a summary of mortgage debt outstanding by maturity date at December 31, 2011 (dollars in thousands):

Maturity	Amount			Weighted Average Interest Rate
2012	$	66,761			4.91	%
2013		367,374			6.04
2014		183,758			5.74
2015		302,102			6.01
2016		285,586			6.92
2017		512,460			6.10
2018		5,747			5.90
2019		1,184			N/A
2020		1,276			N/A
2021		4,242			5.57
Thereafter		47,778			5.18
		1,778,268
Discounts, net		(13,697	)
	$	1,764,571

        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.

• Other Debt

        At December 31, 2011, the Company had $88 million of non-interest bearing life care bonds at two of its CCRCs and non-interest bearing occupancy fee deposits at two of its senior housing facility, all of which were payable to certain residents of the facilities (collectively, "Life Care Bonds"). At December 31, 2011, $31 million of the Life Care Bonds are refundable to the residents upon the resident moving out or to their estate upon death, and $57 million of the Life Care Bonds are refundable after the unit is successfully remarketed to a new resident.

• Debt Maturities

        The following table summarizes the Company's stated debt maturities and scheduled principal repayments at December 31, 2011 (in thousands):

Year	Line of Credit		Senior Unsecured Notes			Mortgage Debt			Total(1)
2012	$	—	$	250,000		$	66,761		$	316,761
2013		—		550,000			367,374			917,374
2014		—		487,000			183,758			670,758
2015		454,000		400,000			302,102			1,156,102
2016		—		900,000			285,586			1,185,586
Thereafter		—		2,850,000			572,687			3,422,687
		454,000		5,437,000			1,778,268			7,669,268
(Discounts) and premiums, net		—		(20,937	)		(13,697	)		(34,634	)
	$	454,000	$	5,416,063		$	1,764,571		$	7,634,634

(1)

Excludes $88 million of other debt that represents non-interest bearing Life Care Bonds and occupancy fee deposits at certain of the Company's senior housing facilities, which have no scheduled maturities.

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Income Taxes (Details) (USD $)	12 Months Ended							1 Months Ended	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2011 SEUSA Y	Dec. 31, 2010 SEUSA	Dec. 31, 2009 SEUSA	Aug. 01, 2007 SEUSA	Apr. 30, 2011 HCR ManorCare, Inc. Y	Dec. 31, 2011 HCR ManorCare, Inc.	Apr. 11, 2011 HCR ManorCare, Inc.
Income Taxes
Income tax expense	$ 1,200,000	$ 400,000	$ 2,100,000
Income tax expense from discontinued operations			200,000
Income tax disclosure
Amount that tax basis of net assets is less than reported amounts	7,400,000,000	2,000,000,000
Decrease in unrecognized tax benefits after receiving approval from the taxing authorities				6,900,000
Increase in unrecognized tax benefits assumed in connection with acquisitions									2,000,000
Period during which disposition of pre-acquisition assets are subject to corporate level tax (in years)				10				10
Reconciliation of unrecognized tax benefits
Balance at the beginning of the year				6,890,000	7,975,000	8,856,000	8,000,000			2,000,000
Additions based on prior year's tax positions				1,783,000
Reductions based on prior years' tax positions				(6,890,000)	(1,085,000)	(881,000)
Balance at the end of the year				1,977,000	6,890,000	7,975,000	8,000,000			2,000,000
Additions based on current year's tax positions				194,000
Reversal of interest associated with unrecognized tax benefits				1,300,000
Interest associated with unrecognized tax benefits				(1,100,000)	200,000	300,000
Net decrease in unrecognized tax benefits	$ 4,900,000

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Loans Receivable

12 Months Ended

Dec. 31, 2011

Loans Receivable

Loans Receivable

(7) Loans Receivable

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

	December 31,
	2011									2010
	Real Estate Secured			Other Secured			Total			Real Estate Secured			Other Secured			Total
Mezzanine	$	—		$	90,148		$	90,148		$	—		$	1,144,485		$	1,144,485
Other		35,643			—			35,643			1,030,454			—			1,030,454
Unamortized discounts, fees and costs		(1,040	)		(1,088	)		(2,128	)		(107,549	)		(61,127	)		(168,676	)
Allowance for loan losses		—			(13,410	)		(13,410	)		—			(3,397	)		(3,397	)
	$	34,603		$	75,650		$	110,253		$	922,905		$	1,079,961		$	2,002,866

        Following is a summary of loans receivable secured by real estate at December 31, 2011:

Final Maturity Date	Number of Loans			Payment Terms	Initial Principal Amount		Carrying Amount
					(in thousands)
2013		1		monthly payments of $99,200, accrues interest at 11.50%, and secured by three skilled nursing facilities in Michigan	$	8,492	$	8,223
2014		1		monthly payments of $16,000, accrues interest at 11.00%, and secured by one skilled nursing facility in Montana		1,900		1,523
2015		1		monthly interest-only payments beginning in 2013 and accrues interest at 8.00%, secured by a hospital in Louisiana		15,640		14,600
2016		4	(1)	aggregate monthly interest-only payments of $54,200 secured by four senior housing facilities located in Tennessee, Maryland, Pennsylvania and Texas that accrue interest at 8.25%		—		9,814
2017		1	(1)	monthly interest-only payments of $2,400, accrues interest at 8.25%, and secured by one senior housing facility in New Jersey		—		443
		8			$	26,032	$	34,603

(1)

Represents commitments to fund an aggregate of $101 million for five senior housing development projects.

        At December 31, 2011, future contractual principal payments to be received on loans receivable, secured by real estate, are $0.3 million in 2012, $8 million in 2013, $1.5 million in 2014, $16.5 million in 2015, $9.0 million in 2016 and $0.4 million thereafter.

• Cirrus Health Loan

        The Company holds an interest-only, senior secured term loan made to Cirrus Health, 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 post and current 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. Effective January 1, 2011, the Company placed the loan on cost-recovery status, under which accrual of interest income is suspended and any payments received from the borrower are applied to reduce the recorded investment in the loan, as the amount and timing of payments from this loan have become less certain. The Company has made various attempts to restructure the loan; however, the Company, borrower and guarantors of the loan could not reach an agreement on the terms and conditions of the restructuring. Further, as a result of: (i) the continued delay and costs associated with sale of certain of the collateral assets (primarily Cirrus' interests in partnerships operating surgical centers); and (ii) the decline in the operating performance and value of certain of Cirrus' collateral assets, the Company concluded that the carrying value of its loan was in excess of the proceeds that can be generated from selling the collateral assets in an orderly liquidation. Therefore, the Company recognized an additional provision for losses of $15.4 million in September 2011 that reduced the combined carrying value of the Company's loan and the related interest receivable to the fair value of the related collateral supporting this loan. Provision for loan loss is recorded in impairments (recoveries). At December 31, 2011 and 2010, the carrying value of this loan was $75.7 million and $93.1 million, respectively. During the years ended December 31, 2011 and 2010, the Company received cash payments from the borrower of $2.1 million and $1.9 million, respectively. During the year ended December 31, 2010, the Company recognized interest income from this loan of $11.7 million.

        A reconciliation of the Company's beginning and ending allowance for the losses related to the Company's senior secured loan to Cirrus follows (in thousands):

	Amount
Balance at January 1, 2011	$	3,397
Additions(1)		10,013
Balance at December 31, 2011	$	13,410

(1)

In September 2011 the Company recognized a total provision for losses of $15.4 million related to its Cirrus loan that is discussed above; $10.0 million of this provision reduced the carrying value of the loan and the remaining $5.4 million provision reduced the carrying value of the related accrued interest receivable (accrued interest on loans is presented in other assets; see Note 10 for additional information).

• HCR ManorCare Loans

        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. These interest-only loans paid interest on their par values at a floating rate of one-month London Interbank Offered Rate ("LIBOR") plus 4.0%. At December 31, 2010, the carrying value of these loans was $953 million.

        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. At December 31, 2010, the carrying value of the participation in this loan was $639 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. The $1.08 billion participations paid interest at LIBOR plus 1.25%.

        On April 7, 2011, upon closing of the HCR ManorCare Acquisition, the Company's loans to HCR ManorCare were settled, which resulted in additional interest income of $23 million that represents the excess of the loans' fair values above their carrying values at the time of settlement. See Note 3 for additional discussion related to the HCR ManorCare Acquisition.

• Genesis HealthCare Loans

        In September and October 2010 the Company purchased participations in a senior loan and mezzanine note of Genesis HealthCare ("Genesis") with par values of $278 million and $50 million, respectively, each at a discount for $250 million and $40 million, respectively. At December 31, 2010, the carrying value of these loans was $293 million.

        The Genesis senior loan paid interest on the par value at LIBOR (subject to a floor of 1.5% increasing to 2.5% by maturity) plus a spread of 4.75% increasing to 5.75% by maturity. The senior loan was secured by all of Genesis' assets. The mezzanine note paid interest on the par value at LIBOR plus a spread of 7.50%. In addition to the coupon interest payments, the mezzanine note required the payment of a termination fee, of which the Company's share prior to the early repayment of this loan was $2.3 million. The mezzanine note was subordinate to the senior loan and secured by an indirect pledge of equity ownership in Genesis' assets.

        On April 1, 2011, the Company received $330.4 million from the early repayment of its loans to Genesis, and recognized additional interest income of $34.8 million, which represents the related unamortized discount and termination fee.

XML

Summary of Significant Accounting Policies (Details)	12 Months Ended
	Dec. 31, 2011 segment Property M D Y
Summary of Significant Accounting Policies
Residency agreement term, minimum (in days)	30
Residency agreement term, maximum (in years)	1
Maximum period available for occupancy from cessation of significant construction activity (in years)	1
Maximum useful life of building and improvements (in years)	45
Investments classified as cash equivalents, maximum maturity period (in months)	3
Failure to qualify as REIT, ineligibility period (in tax years)	4
Number of reportable segments	5
Number of CCRC issuing non-interest life care bonds	2
Minimum period of vacancy for non-interest bearing occupancy fee deposits that are refundable on re-letting (in years)	2
Number of properties that issue life care bonds or collect deposits	3
Number of senior living communities operated in a RIDEA structure	21

XML

Dispositions of Real Estate and Discontinued Operations

12 Months Ended

Dec. 31, 2011

Dispositions of Real Estate and Discontinued Operations

Dispositions of Real Estate and Discontinued Operations

(5) Dispositions of Real Estate and Discontinued Operations

• Dispositions of Real Estate

        During the three months ended March 31, 2012, the Company sold a medical office building for $7 million. During the year ended December 31, 2011, the Company sold three senior housing facilities for $19 million. 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. Where applicable, the results of operations of these properties are presented as discontinued operations in the Company's consolidated statements of income, and their related assets are presented as real estate held for sale, net in the Company's consolidated balance sheets.

• Results from Discontinued Operations

        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,
	2011			2010			2009
Rental and related revenues	$	2,175		$	6,624		$	14,674
Depreciation and amortization expenses		772			2,439			4,389
Operating expenses		4			217			3,199
Other (income) expense, net		(33	)		(40	)		790
Income before impairments and gain on sales of real estate, net of income taxes	$	1,432		$	4,008		$	6,296
Impairments	$	—		$	—		$	125
Gain on sales of real estate, net of income taxes	$	3,107		$	19,925		$	37,321
Number of properties held-for-sale		1			4			18
Number of properties sold		3			14			14
Number of properties included in discontinued operations		4			18			32

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Net Investment in Direct Financing Leases

12 Months Ended

Dec. 31, 2011

Net Investment in Direct Financing Leases

Net Investment in Direct Financing Leases

(6) Net Investment in Direct Financing Leases

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

	December 31,
	2011			2010
Minimum lease payments receivable	$	25,744,161	(1)	$	1,266,129
Estimated residual values		4,010,514			409,270
Less unearned income		(23,026,898	)		(1,065,738	)
Net investment in direct financing leases	$	6,727,777		$	609,661
Properties subject to direct financing leases		361			27

(1)

The minimum lease payments receivable are primarily attributable to HCR ManorCare ($24.5 billion). The triple-net lease with HCR ManorCare provides for rent in the first year of $472.5 million. The rent increases by 3.5% per year after each of the first five years and by 3% for the remaining portion of the initial lease term. The properties are grouped into four pools, and HCR ManorCare has a one-time extension option for each pool with rent increased for the first year of the extension option to the greater of fair market rent or a 3% increase over the rent for the prior year. Including the extension options, which the Company determined to be bargain renewal options, the asset pools have total available terms ranging from 23 to 35 years.

        On April 7, 2011, the Company completed the acquisition of 334 HCR ManorCare properties subject to a single master lease that the Company classified as a DFL. See discussion of the HCR ManorCare Acquisition in Note 3.

        Certain leases contain provisions that allow the tenants to elect to purchase the properties during or at the end of the lease terms for the aggregate initial investment amount plus adjustments, if any, as defined in the lease agreements. Certain leases also permit the Company to require the tenants to purchase the properties at the end of the lease terms.

        Lease payments previously due to the Company relating to three land-only DFLs, along with the land, were subordinate to and served as collateral for first mortgage construction loans entered into by Erickson Retirement Communities and its affiliate entities ("Erickson") to fund development costs related to the properties. On October 19, 2009, Erickson filed for bankruptcy protection, which included a plan of reorganization. In December 2009, the Company concluded that it was appropriate to reduce the carrying value of these assets to a nominal amount. In February 2010, the Company entered into a settlement agreement with Erickson which was subsequently approved by the bankruptcy court. In April 2010, the reorganization was completed, which resulted in the Company (i) retaining deposits held by the Company with balances of $5 million and (ii) receiving an additional $9.6 million. As a result, the Company recognized aggregate income of $11.9 million in impairment recoveries in 2010, which represented the reversal of a portion of the allowances established pursuant to the previous December 2009 impairment charges of $63.1 million related to its investments in the three DFLs and participation interest in the senior construction loan.

        Future minimum lease payments contractually due under direct financing leases at December 31, 2011, were as follows (in thousands):

Year	Amount
2012	$	532,561
2013		545,219
2014		563,994
2015		583,418
2016		603,513
Thereafter		22,915,456
	$	25,744,161

XML

Investments in and Advances to Unconsolidated Joint Ventures

12 Months Ended

Dec. 31, 2011

Investments in and Advances to Unconsolidated Joint Ventures

Investments in and Advances to Unconsolidated Joint Ventures

(8) Investments in and Advances to Unconsolidated Joint Ventures

• HCP Ventures II

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

        The HCP Ventures II consideration is as follows (in thousands):

	January 14, 2011
Cash paid for HCP Ventures II's partnership interest	$	135,550
Fair value of HCP's 35% interest in HCP Ventures II (carrying value of $65,223 at closing)(1)		72,992
Total consideration	$	208,542
Estimated fees and costs
Legal, accounting and other fees and costs(2)	$	150
Debt assumption fees(3)		500
Total	$	650

(1)

The Company recognized a gain of approximately $8 million, included in other income, net, which represents the fair value of the Company's 35% interest in HCP Ventures II in excess of its carrying value on the acquisition date.

(2)

Represents estimated fees and costs that were expensed and included in general and administrative expenses. These charges are directly attributable to the transaction and represent non-recurring costs.

(3)

Represents debt assumption fees that were capitalized as deferred debt costs.

        In accordance with the accounting guidance applicable to acquisitions of the partner's ownership interests that result in consolidation of previously unconsolidated entities, the Company recorded all of the assets and liabilities of HCP Ventures II at their fair value as of the January 14, 2011 acquisition date. The Company utilized relevant market data and valuation techniques to allocate the acquisition date fair value for HCP Ventures II. Relevant market data and valuation techniques included, but were not limited to, market data comparables for capitalization and discount rates, credit spreads and property specific cash flows assumptions. The capitalization and discount rates as well as credit spread assumptions utilized in the Company's valuation model were based on information that it believes to be within a reasonable range of current market data. The following table summarizes the fair values of the HCP Ventures II assets acquired and liabilities assumed as of the acquisition date of January 14, 2011 (in thousands):

Assets acquired
Buildings and improvements	$	683,033
Land		80,180
Cash		2,585
Restricted cash		1,861
Intangible assets		78,293
Total assets acquired	$	845,952
Liabilities assumed
Mortgage debt	$	635,182
Other liabilities		2,228
Total liabilities assumed		637,410
Net assets acquired	$	208,542

        The related assets, liabilities and results of operations of HCP Ventures II are included in the consolidated financial statements from the date of acquisition, January 14, 2011.

• Summary of Unconsolidated Joint Venture Information

        The Company owns interests in the following entities that are accounted for under the equity method at December 31, 2011 (dollars in thousands):

Entity(1)	Investments	Investment(2)			Ownership%
HCR ManorCare	post-acute/skilled nursing operations	$	97,763		9.9(3)
HCP Ventures III, LLC	13 medical office buildings ("MOBs")		8,720		30
HCP Ventures IV, LLC	54 MOBs and 4 hospitals		35,272		20
HCP Life Science(4)	4 life science facilities		66,522		50 - 63
Horizon Bay Hyde Park, LLC	1 senior housing development		7,086		72
Suburban Properties, LLC	1 MOB		7,736		67
Advances to unconsolidated joint ventures, net			953
		$	224,052
Edgewood Assisted Living Center, LLC	1 senior housing facility	$	(356	)	45
Seminole Shores Living Center, LLC	1 senior housing facility		(608	)	50
		$	(964	)

(1)

These entities are not consolidated because the Company does not control, through voting rights or other means, the joint ventures. See Note 2 regarding the Company's accounting 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)

Subject to dilution of certain equity awards, the ownership percentage is approximately 9.3%. See discussion of the HCR ManorCare Acquisition in Note 3.

(4)

Includes three unconsolidated joint ventures between the Company and an institutional capital partner for which the Company is the managing member. HCP Life Science includes the following partnerships: (i) Torrey Pines Science Center, LP (50%); (ii) Britannia Biotech Gateway, LP (55%); and (iii) LASDK, LP (63%).

        Summarized combined financial information for the Company's unconsolidated joint ventures follows (in thousands):

	December 31,
	2011(1)		2010(2)
Real estate, net	$	3,806,187	$	1,633,209
Goodwill		3,243,100		—
Other assets, net		2,554,590		131,714
Total assets	$	9,603,877	$	1,764,923
Capital lease obligations and other debt	$	6,373,500	$	—
Mortgage debt		498,243		1,148,839
Accounts payable		1,083,581		32,120
Other partners' capital		1,465,536		415,697
HCP's capital(3)		183,017		168,267
Total liabilities and partners' capital	$	9,603,877	$	1,764,923

(1)

Includes the financial information of HCR ManorCare, in which the Company acquired an interest for $95 million that represented a 9.3% equity interest (adjusted for dilution for certain equity awards) on April 7, 2011.

(2)

Includes the financial information of HCP Ventures II, which was consolidated on January 14, 2011.

(3)

The combined basis difference of the Company's investments in these joint ventures of $39 million, as of December 31, 2011, is primarily attributable to goodwill, real estate, capital lease obligations, deferred tax assets and lease related net intangibles.

	Year Ended December 31,(1)
	2011(2)			2010			2009
Total revenues	$	4,388,376		$	172,972		$	184,102
Net loss(3)(4)		(827,306	)		(54,237	)		(341	)
HCP's share in earnings(3)(4)		46,750			4,770			3,511
HCP's impairment of its investment in HCP Ventures II(4)		—			(71,693	)		—
Fees earned by HCP		2,073			4,666			5,312
Distributions received by HCP		5,681			9,738			14,142

(1)

Includes the financial information of HCP Ventures II, through January 14, 2011, at which time it was consolidated.

(2)

Includes the financial information of HCR ManorCare, in which the Company acquired an interest for $95 million that represented a 9.3% equity interest (adjusted for dilution for certain equity awards) on April 7, 2011.

(3)

The combined net loss for the year ended December 31, 2011, includes impairments, net of the related tax benefit, of $865 million related to HCR ManorCare's goodwill and intangible assets. The impairments at the operating entity were the result of reduced cash flows primarily caused by the reimbursement reductions for the Medicare skilled nursing facility Prospective Payment System announced by the Centers for Medicare & Medicaid Services (CMS) effective October 1, 2011. These reimbursement reductions were previously considered in the Company's underwriting assumptions for its initial investments in the operations of HCR ManorCare; therefore, the impairments are not considered to be part of the Company's basis in its investment. As such, HCR ManorCare's impairments during the year ended December 31, 2011 did not have an impact on the Company's share of earnings from or its investment in HCR ManorCare.

(4)

Net loss for the year ended December 31, 2010, includes an impairment of $54.5 million related to straight-line rent assets of HCP Ventures II (the "Ventures"). Concurrently, during the year ended December 31, 2010 HCP recognized a $71.7 million impairment of its investment in the Ventures that was primarily attributable to a reduction in the fair value of the Ventures' real estate assets and 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.

XML

Net Investment in Direct Financing Leases (Details) (USD $)	3 Months Ended	12 Months Ended				12 Months Ended		12 Months Ended
	Mar. 31, 2010	Dec. 31, 2010 Property	Dec. 31, 2009	Dec. 31, 2011 Property	Apr. 30, 2010 lease	Dec. 31, 2011 HCR ManorCare, Inc. pool	Apr. 07, 2011 HCR ManorCare, Inc. Property	Dec. 31, 2011 HCR ManorCare, Inc. Maximum Y	Dec. 31, 2011 HCR ManorCare, Inc. Minimum Y
Net Investment in Direct Financing Leases
Minimum lease payments receivable		$ 1,266,129,000		$ 25,744,161,000		$ 24,500,000,000
Estimated residual values		409,270,000		4,010,514,000
Less unearned income		(1,065,738,000)		(23,026,898,000)
Net investment in direct financing leases		609,661,000		6,727,777,000
Number of properties subject to direct financing leases		27		361
Number of DFLs used as collateral for debt					3
Deposit to be retained, due to settlement agreement and plan of reorganization					5,000,000
Additional amount to be received, due to settlement agreement and plan of reorganization					9,600,000
Impairment recoveries	11,900,000	11,900,000
Impairment charges related to investments in DFLs			63,100,000
Acquisition
Minimum lease payments receivable		1,266,129,000		25,744,161,000		24,500,000,000
Rent receivable from triple-net lease with HCR ManorCare						472,500,000
Rate of increase in rent receivable per year after each of the first five years of initial lease term (as a percent)						3.50%
Rate of increase in rent receivable per year for remaining years of lease term (as a percent)						3.00%
Number of asset pools						4
Rate of increase in rent receivable for first year of extension option (as a percent)						3.00%
Total available term of asset pools (in years)								23	35
Number of post-acute, skilled nursing and assisted living facilities acquired							334
Capital leases future minimum payments receivable
2012				532,561,000
2013				545,219,000
2014				563,994,000
2015				583,418,000
2016				603,513,000
Thereafter				22,915,456,000
Total				$ 25,744,161,000

XML

Earnings Per Common Share (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2010	Sep. 30, 2010	Jun. 30, 2010	Mar. 31, 2010	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Numerator - Basic
Income from continuing operations									$ 549,955	$ 320,462	$ 102,659
Noncontrolling interests' share in continuing operations									(15,603)	(13,686)	(14,461)
Income from continuing operations applicable to HCP, Inc.									534,352	306,776	88,198
Preferred stock dividends									(21,130)	(21,130)	(21,130)
Participating securities' share in continuing operations									(2,459)	(2,081)	(1,491)
Income from continuing operations applicable to common shares									510,763	283,565	65,577
Discontinued operations	3,522	340	336	341	16,422	5,078	1,227	1,206	4,539	23,933	43,492
Net income applicable to common shares	$ 70,787	$ 175,471	$ 234,252	$ 73,984	$ 145,526	$ 26,173	$ 88,595	$ 84,101	$ 515,302	$ 307,498	$ 109,069
Denominator
Basic weighted-average common shares									398,446,000	305,574,000	274,216,000
Dilutive stock options and restricted stock									1,772,000	1,326,000	415,000
Diluted weighted-average common shares									400,218,000	306,900,000	274,631,000
Basic earnings per common share
Income from continuing operations (in dollars per share)									$ 1.28	$ 0.93	$ 0.24
Discontinued operations (in dollars per share)									$ 0.01	$ 0.08	$ 0.16
Net income applicable to common shares (in dollars per share)	$ 0.15	$ 0.41	$ 0.55	$ 0.17	$ 0.42	$ 0.05	$ 0.27	$ 0.26	$ 1.29	$ 1.01	$ 0.40
Diluted earnings per common share
Income from continuing operations (in dollars per share)									$ 1.28	$ 0.92	$ 0.24
Discontinued operations (in dollars per share)									$ 0.01	$ 0.08	$ 0.16
Net income applicable to common shares (in dollars per share)	$ 0.15	$ 0.41	$ 0.55	$ 0.17	$ 0.42	$ 0.05	$ 0.27	$ 0.25	$ 1.29	$ 1.00	$ 0.40
DownREIT LLCs, non-managing member units outstanding (in units)	4,200,000								4,200,000
Common stock options
Diluted earnings per common share
Shares of anti-dilutive securities excluded from earnings per share calculation (in shares)									1,100,000	1,900,000	4,600,000
Down REIT
Diluted earnings per common share
Shares of anti-dilutive securities excluded from earnings per share calculation (in shares)									5,900,000	6,000,000	5,900,000
DownREIT LLCs, non-managing member units outstanding (in units)	4,200,000				4,200,000				4,200,000	4,200,000	4,300,000

XML

Loans Receivable (Details 2) (USD $)	12 Months Ended
	Dec. 31, 2011 loan
Mortgage Loans on Real Estate
Number of loans receivable	8
Initial Principal Amount	$ 26,032,000
Carrying Amount	34,603,000
Future contractual principal payments to be received or receivable in 2012	300,000
Future contractual principal payments to be received or receivable in 2013	8,000,000
Future contractual principal payments to be received or receivable in 2014	1,500,000
Future contractual principal payments to be received or receivable in 2015	16,500,000
Future contractual principal payments to be received or receivable in 2016	9,000,000
Future contractual principal payments to be received or receivable after 2016	400,000
Payments due in 2013
Mortgage Loans on Real Estate
Number of loans receivable	1
Initial Principal Amount	8,492,000
Carrying Amount	8,223,000
Payments, Michigan, due in 2013
Mortgage Loans on Real Estate
Interest and principal payments	99,200
Fixed interest rate (as a percent)	11.50%
Payments, Michigan, due in 2013 | Post-acute/skilled nursing
Mortgage Loans on Real Estate
Number of collateral facilities	3
Payments due in 2014
Mortgage Loans on Real Estate
Number of loans receivable	1
Initial Principal Amount	1,900,000
Carrying Amount	1,523,000
Payments, Montana, due in 2014
Mortgage Loans on Real Estate
Interest and principal payments	16,000
Fixed interest rate (as a percent)	11.00%
Payments, Montana, due in 2014 | Post-acute/skilled nursing
Mortgage Loans on Real Estate
Number of collateral facilities	1
Payments due in 2015
Mortgage Loans on Real Estate
Number of loans receivable	1
Initial Principal Amount	15,640,000
Carrying Amount	14,600,000
Interest-only, Louisiana, due in 2015
Mortgage Loans on Real Estate
Fixed interest rate (as a percent)	8.00%
Payments due in 2016
Mortgage Loans on Real Estate
Number of loans receivable	4
Carrying Amount	9,814,000
Monthly interest-only payments, Tenessee, Maryland, Pennsylvania and Texas, due in 2016
Mortgage Loans on Real Estate
Monthly interest-only payment	54,200
Fixed interest rate (as a percent)	8.25%
Number of collateral facilities	4
Monthly interest-only payments, Tenessee, Maryland, Pennsylvania and Texas, due in 2016 and monthly interest-only payments, New Jersey, 2017
Mortgage Loans on Real Estate
Number of collateral facilities	5
Commitments to fund, five senior housing development projects	101,000,000
Monthly interest-only payments, New Jersey, 2017
Mortgage Loans on Real Estate
Number of loans receivable	1
Monthly interest-only payment	2,400
Fixed interest rate (as a percent)	8.25%
Number of collateral facilities	1
Carrying Amount	$ 443,000

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Dispositions of Real Estate and Discontinued Operations (Details) (USD $)	12 Months Ended							3 Months Ended	12 Months Ended
	Dec. 31, 2011 Property	Dec. 31, 2010 Property	Dec. 31, 2009 Property	Dec. 31, 2011 Senior housing Property	Dec. 31, 2010 Senior housing	Dec. 31, 2010 Hospital	Dec. 31, 2010 Post-acute/skilled nursing	Mar. 31, 2012 Medical office	Dec. 31, 2010 Medical office
Dispositions of Real Estate
Number of properties disposed		14		3
Total consideration for disposition of real estate		$ 56,000,000		$ 19,000,000	$ 28,000,000	$ 15,000,000	$ 10,000,000	$ 7,000,000	$ 3,000,000
Operating income from discontinued operations
Rental and related revenues	2,175,000	6,624,000	14,674,000
Depreciation and amortization expenses	772,000	2,439,000	4,389,000
Operating expenses	4,000	217,000	3,199,000
Other (income) expense, net	(33,000)	(40,000)	790,000
Income before impairments and gain on sales of real estate, net of income taxes	1,432,000	4,008,000	6,296,000
Impairments			125,000
Gain on sales of real estate, net of income taxes	$ 3,107,000	$ 19,925,000	$ 37,321,000
Number of properties held for sale	1	4	18
Number of properties sold	3	14	14
Number of properties included in discontinued operations	4	18	32

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Selected Quarterly Financial Data (Details) (USD $)	1 Months Ended	3 Months Ended								12 Months Ended			3 Months Ended	12 Months Ended				3 Months Ended	12 Months Ended
	Nov. 30, 2011	Dec. 31, 2011 Property	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2010	Sep. 30, 2010 tenant Property	Jun. 30, 2010	Mar. 31, 2010	Dec. 31, 2011 Property	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2011 Sunrise Property	Dec. 31, 2010 Brookdale Senior Living, Inc.	Sep. 01, 2011 Brookdale Senior Living, Inc. Property	Dec. 31, 2010 Senior housing facilities operated by Sunrise Consolidated Variable Interest Entities tenant Property	Sep. 30, 2010 Senior housing facilities operated by Sunrise Consolidated Variable Interest Entities tenant Property	Sep. 30, 2010 HCP Ventures II	Dec. 31, 2010 HCP Ventures II	Jan. 14, 2011 HCP Ventures II	Oct. 31, 2010 HCP Ventures II Property
Selected Quarterly Financial Data
Total revenues		$ 461,456,000	$ 444,088,000	$ 488,126,000	$ 331,128,000	$ 340,820,000	$ 316,475,000	$ 301,315,000	$ 294,265,000	$ 1,724,798,000	$ 1,252,875,000	$ 1,146,185,000
Income before income taxes and equity income from and impairments of investments in unconsolidated joint ventures		54,272,000	158,086,000	219,214,000	72,882,000	127,016,000	93,446,000	85,452,000	81,883,000	504,454,000	387,797,000	101,058,000
Total discontinued operations		3,522,000	340,000	336,000	341,000	16,422,000	5,078,000	1,227,000	1,206,000	4,539,000	23,933,000	43,492,000
Net income		70,787,000	175,471,000	234,252,000	73,984,000	145,526,000	26,173,000	88,595,000	84,101,000	515,302,000	307,498,000	109,069,000
Net income applicable to HCP, Inc.		67,844,000	172,195,000	228,759,000	70,093,000	141,917,000	22,655,000	85,101,000	81,036,000	538,891,000	330,709,000	131,690,000
Dividends paid per common share (in dollars per share)		$ 0.48	$ 0.48	$ 0.48	$ 0.48	$ 0.465	$ 0.465	$ 0.465	$ 0.465
Basic earnings per common share (in dollars per share)		$ 0.15	$ 0.41	$ 0.55	$ 0.17	$ 0.42	$ 0.05	$ 0.27	$ 0.26	$ 1.29	$ 1.01	$ 0.40
Diluted earnings per common share (in dollars per share)		$ 0.15	$ 0.41	$ 0.55	$ 0.17	$ 0.42	$ 0.05	$ 0.27	$ 0.25	$ 1.29	$ 1.00	$ 0.40
Impairment recoveries									11,900,000		11,900,000
Concentration risk, increase in revenue						15,700,000	13,700,000							29,400,000
Equity method investment, impairment details
Properties leased, number							27									27	27
Number of VIE tenants							4									4	4
Impairment charges for direct financing lease												63,100,000						71,700,000	71,700,000
Investment ownership percentage																		35.00%			35.00%
Investment ownership percentage acquired																				65.00%
Number of senior housing facilities																					25
Number of senior housing communities															37
Number of senior living communities operated in a RIDEA structure		21								21			27		21
Loss contingency, additional litigation provision	$ 125,000,000												$ 125,000,000

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Selected Quarterly Financial Data

12 Months Ended

Dec. 31, 2011

Selected Quarterly Financial Data

Selected Quarterly Financial Data

(26) Selected Quarterly Financial Data

        Selected quarterly information for the years ended December 31, 2011 and 2010 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 2011
	March 31		June 30		September 30		December 31
	(in thousands, except per share data, unaudited)
Total revenues	$	331,128	$	488,126	$	444,088	$	461,456
Income before income taxes and equity income from and impairments of investments in unconsolidated joint ventures		72,882		219,214		158,086		54,272
Total discontinued operations		341		336		340		3,522
Net income		73,984		234,252		175,471		70,787
Net income applicable to HCP, Inc.		70,093		228,759		172,195		67,844
Dividends paid per common share		0.48		0.48		0.48		0.48
Basic earnings per common share		0.17		0.55		0.41		0.15
Diluted earnings per common share		0.17		0.55		0.41		0.15

	Three Months Ended During 2010
	March 31		June 30		September 30		December 31
	(in thousands, except per share data, unaudited)
Total revenues	$	294,265	$	301,315	$	316,475	$	340,820
Income before income taxes and equity income from and impairments of investments in unconsolidated joint ventures		81,883		85,452		93,446		127,016
Total discontinued operations		1,206		1,227		5,078		16,422
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

        The above selected quarterly financial data includes the following significant transactions:

• •

  During the three months ended March 30, 2010, the Company recognized aggregate income of $11.9 million, which represents impairment recoveries of portions of previous impairment charges related to investments in three direct financing leases and a participation interest in a senior construction loan related to Erickson as a result of the bankruptcy court's approval of the settlement agreement and confirmation of Erickson's final plan of reorganization.

  •

  The three months ended September 30, 2010 include increases of $13.7 million in revenues, as a result of reflecting the facility-level results for one month from 27 facilities leased to four VIE tenants operated by Sunrise that were consolidated as a result of the termination rights the Company acquired from the settlement agreement.

  •

  During the three months ended September 30, 2010, the Company recognized impairments of $71.7 million related to its 35% interest in HCP Ventures II. The impairment resulted from the recent and projected deterioration of the operating performance of the properties leased by Horizon Bay from HCP Ventures II.

  •

  The three months ended December 31, 2010 include increases of $15.7 million in revenues, as a result of reflecting the facility-level results for one month from 27 facilities leased to four VIE tenants operated by Sunrise that were consolidated as a result of the termination rights the Company acquired from the settlement agreement.

  •

  On January 14, 2011, the Company acquired its partner's 65% interest in HCP Ventures II, a joint venture that owned 25 senior housing facilities, becoming the sole owner of the portfolio. The impact of the Company's consolidation of HCP Ventures II is included in the results beginning in the quarter ended March 31, 2011.

  •

  On April 7, 2011, the Company completed its acquisition of substantially all of the real estate assets of HCR ManorCare. The impact of the HCR ManorCare Acquisition is included in the results beginning in the quarter ended June 30, 2011.

  •

  On September 1, 2011, the Company completed a strategic venture with Brookdale that includes the operation of 37 HCP-owned senior living communities previously leased to or operated by Horizon Bay. The impact of reflecting the facility-level results for the 21 RIDEA facilities operated by Brookdale is included in the results beginning in the quarter ended September 30, 2011.

  •

  On November 9, 2011, the Company entered into an agreement with Ventas to settle all remaining claims relating to Ventas's litigation against HCP arising out of Ventas's 2007 acquisition of Sunrise Senior Living REIT. The Company paid $125 million to Ventas and incurred a charge during the quarter ended December 31, 2011 for such amount.

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Compensation Plans (Tables)

12 Months Ended

Dec. 31, 2011

Compensation Plans

Summary of the option activity

	Shares Under Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding as of December 31, 2010		7,126		$	27.69		6.7	$	66,073
Granted		710			36.96
Exercised		(1,157	)		26.61
Forfeited		(155	)		33.32
Outstanding as of December 31, 2011		6,524			28.76		6.1		84,169
Exercisable as of December 31, 2011		3,239			28.60		4.7		42,309

Summary additional information concerning outstanding and exercisable stock options

							Currently Exercisable
					Weighted Average Remaining Contractual Term (Years)
Range of Exercise Price	Shares Under Options		Weighted Average Exercise Price				Shares Under Options		Weighted Average Exercise Price
$23.34 - $25.52		2,327	$	23.81		6.1		1,032	$	24.41
27.11 - 28.35		1,960		27.74		5.3		1,245		27.39
31.95 - 39.72		2,237		34.80		6.7		962		34.66
		6,524		28.76		6.1		3,239		28.60

Summary of additional information concerning unvested stock options

	Shares Under Options			Weighted Average Grant Date Fair Value
Unvested at December 31, 2010		3,889		$	3.24
Granted		710			5.97
Vested		(1,159	)		3.10
Forfeited		(155	)		5.54
Unvested at December 31, 2011		3,285			3.77

Assumptions used for estimating fair value of stock options using Black-Scholes option valuation model

	2011			2010			2009
Risk-free rate		2.58	%		2.77	%		2.27	%
Expected life (in years)		6.5			6.3			6.5
Expected volatility		31.8	%		35.0	%		26.0	%
Expected dividend yield		6.1	%		6.2	%		7.3	%

Summary of additional information concerning restricted stock and restricted stock units

	Restricted Stock Units			Weighted Average Grant Date Fair Value		Restricted Shares			Weighted Average Grant Date Fair Value
Unvested at December 31, 2010		1,026		$	29.71		536		$	28.08
Granted		764			37.22		—			N/A
Vested		(228	)		29.46		(162	)		28.91
Forfeited		(84	)		34.51		(35	)		27.61
Unvested at December 31, 2011		1,478			32.59		339			27.75

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Equity

12 Months Ended

Dec. 31, 2011

Equity

Equity

(13) Equity

• Preferred Stock

        The following summarizes cumulative redeemable preferred stock outstanding at December 31, 2011:

Series	Shares Outstanding		Issue Price		Dividend Rate
Series E		4,000,000	$	25/share		7.25	%
Series F		7,820,000	$	25/share		7.10	%

        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 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, at their par value.

        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,
	2011		2010		2009		2011		2010		2009
	(unaudited)
Ordinary dividends	$	1.4335	$	1.6695	$	1.2572	$	1.4038	$	1.6350	$	1.2312
Capital gain dividends		0.3790		0.1430		0.5553		0.3712		0.1400		0.5438
	$	1.8125	$	1.8125	$	1.8125	$	1.7750	$	1.7750	$	1.7750

        On January 26, 2012, the Company announced that its Board 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 30, 2012 to stockholders of record as of the close of business on March 15, 2012.

• Common Stock

        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,
	2011		2010		2009
	(unaudited)
Ordinary dividends	$	0.9259	$	1.0935	$	1.2763
Capital gain dividends		0.2448		0.0937		0.5637
Nondividend distributions		0.7493		0.6728		—
	$	1.9200	$	1.8600	$	1.8400

        On January 26, 2012, the Company announced that its Board declared a quarterly cash dividend of $0.50 per share. The common stock cash dividend will be paid on February 22, 2012 to stockholders of record as of the close of business on February 6, 2012.

        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.

        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.

        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.

        In March 2011, the Company completed a $1.273 billion public offering of 34.5 million shares of common stock at a price of $36.90 per share. The Company received total net proceeds of $1.235 billion.

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

	Year Ended December 31,
	2011		2010
	(shares in thousands)
Dividend Reinvestment and Stock Purchase Plan ("DRIP")		1,910		1,338
Conversion of DownREIT units		80		167
Exercise of stock options		1,157		253
Restricted stock awards(1)		—		224
Vesting of restricted stock units(1)		228		276

(1)

Issued under the Company's 2006 Performance Incentive Plan.

• Accumulated Other Comprehensive Loss

        The following is a summary of the Company's accumulated other comprehensive loss (in thousands):

	December 31,
	2011			2010
	(in thousands)
AOCI—unrealized losses on cash flow hedges, net	$	(15,712	)	$	(10,312	)
Supplemental Executive Retirement Plan minimum liability		(2,794	)		(2,299	)
Cumulative foreign currency translation adjustment		(1,076	)		(626	)
Total accumulated other comprehensive loss	$	(19,582	)	$	(13,237	)

• Noncontrolling Interests

        At December 31, 2011, 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, 2011, the carrying and market value of the 4.2 million DownREIT units were $170.2 million and $244.2 million, respectively.

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Income Taxes

12 Months Ended

Dec. 31, 2011

Income Taxes

Income Taxes

(18) Income Taxes

        During the years ended December 31, 2011, 2010 and 2009, the Company's total income tax expense was $1.2 million, $0.4 million, and $2.1 million, respectively. The Company's income tax expense from discontinued operations were insignificant for the years ended December 31, 2011 and 2010 and $0.2 million for the year ended December 31, 2009. 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, 2011, 2010 and 2009.

        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.

        At December 31, 2011 and 2010, the tax basis of the Company's net assets is less than the reported amounts by $7.4 billion and $2.0 billion, respectively. The difference between the reported amounts and the tax basis is primarily related to the Slough Estates USA, Inc. ("SEUSA") and HCR ManorCare acquisitions, which occurred in 2007 and 2011, respectively. Both SEUSA and HCR ManorCare were corporations subject to federal and state income taxes. As a result of these acquisitions, the Company succeeded to the tax attributes of SEUSA and HCR ManorCare, including the tax basis in the acquired companies' assets and liabilities. The Company will be subject to a corporate- level tax on any taxable disposition of SEUSA's pre-acquisition assets that occur within ten years after its August 1, 2007 acquisition, and any taxable disposition of HCR ManorCare's pre-acquisition assets that occur within ten years after its April 7, 2011 acquisition.

        The corporate-level tax associated with the disposition of assets acquired in connection with the SEUSA and HCR ManorCare acquisitions would be assessed only to the extent of the built-in gain that existed on the date of each acquisition, based on the fair market value of the assets on August 1, 2007, with respect to SEUSA, and April 7, 2011, with respect to HCR ManorCare. The Company does not expect to dispose of any assets included in either acquisition that would result in the imposition of a material tax liability. As a result, the Company has not recorded a deferred tax liability associated with this corporate-level tax. Gains from asset dispositions occurring more than 10 years after either acquisition will not be subject to this corporate-level tax. However, the Company may dispose of SEUSA or HCR ManorCare assets before the applicable 10-year periods if it is able to effect a tax deferred exchange.

        In connection with the SEUSA and HCR ManorCare acquisitions, the Company assumed unrecognized tax benefits of $8 million and $2 million, respectively. During 2011, the Company had a net decrease in unrecognized tax benefits of $4.9 million. The decrease was caused by the reversal of the remaining $6.9 million in unrecognized tax benefits related to the SEUSA acquisition caused by SEUSA's settlement of federal and state tax audits for all years for which unrecognized tax benefits had been accrued, net of a $2.0 million increase in unrecognized tax benefits assumed in connection with the HCR ManorCare acquisition.

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

	Amount
Balance at January 1, 2009	$	8,856
Reductions based on prior years' tax positions		(881	)
Additions based on 2009 tax positions		—
Balance at December 31, 2009		7,975
Reductions based on prior years' tax positions		(1,085	)
Additions based on 2010 tax positions		—
Balance at December 31, 2010		6,890
Additions based on prior years' tax positions		1,783
Reductions based on prior years' tax positions		(6,890	)
Additions based on 2011 tax positions		194
Balance at December 31, 2011	$	1,977

        The Company anticipates that the balance in unrecognized tax benefits will not change over the next 12 months.

        Due to the reversal of the remaining balance of the SEUSA unrecognized tax benefits during 2011, the related $1.3 million of interest expense was also reversed. During the years ended December 31, 2011, 2010 and 2009, the Company recorded net reductions to interest expense of $1.1 million and net increases to interest expense of $0.2 million and $0.3 million, respectively, associated with the unrecognized tax benefits.

        The Company has agreements with the sellers of SEUSA and HCR ManorCare whereby any increases in taxes and associated interest and penalties related to years prior to each of these acquisitions will be the responsibility of the sellers. Similarly, any pre-acquisition tax refunds and associated interest income will be refunded to the sellers.

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

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Schedule III - Real Estate and Accumulated Depreciation (Details 2) (USD $) In Billions, unless otherwise specified	Dec. 31, 2011
Schedule III: Real Estate and Accumulated Depreciation
Amount that the tax basis of the Company's net real estate is less than the reported amounts	$ 1.7

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Segment Disclosures (Tables)

12 Months Ended

Dec. 31, 2011

Segment Disclosures

Information of revenue of reportable segment

Segments	Rental Revenues(1)		Income From DFLs		Interest Income		Investment Management Fees		Total Revenues		NOI(2)
Senior housing	$	428,760	$	103,896	$	178	$	70	$	532,904	$	498,110
Post-acute/skilled nursing		38,003		360,808		98,450		—		497,261		398,218
Life science		288,151		—		—		4		288,155		235,355
Medical office		320,115		—		—		1,999		322,114		192,211
Hospital		83,128		—		1,236		—		84,364		78,798
Total	$	1,158,157	$	464,704	$	99,864	$	2,073	$	1,724,798	$	1,402,692

        For the year ended December 31, 2010:

Segments	Rental Revenues(1)		Income From DFLs		Interest Income		Investment Management Fees		Total Revenues		NOI(2)
Senior housing	$	331,828	$	49,438	$	364	$	2,300	$	383,930	$	352,469
Post-acute/skilled nursing		37,242		—		121,703		—		158,945		37,042
Life science		276,762		—		—		4		276,766		228,270
Medical office		309,285		—		—		2,362		311,647		181,400
Hospital		83,491		—		38,096		—		121,587		78,661
Total	$	1,038,608	$	49,438	$	160,163	$	4,666	$	1,252,875	$	877,842

        For the year ended December 31, 2009

Segments	Rental Revenues(1)		Income From DFLs		Interest Income		Investment Management Fees		Total Revenues		NOI(2)
Senior housing	$	286,010	$	51,495	$	1,147	$	2,789	$	341,441	$	335,980
Post-acute/skilled nursing		36,585		—		82,704		—		119,289		36,450
Life science		254,979		—		—		4		254,983		207,694
Medical office		306,297		—		—		2,519		308,816		175,818
Hospital		81,361		—		40,295		—		121,656		77,487
Total	$	965,232	$	51,495	$	124,146	$	5,312	$	1,146,185	$	833,429

(1)

Represents rental and related revenues, tenant recoveries, and resident fees and services.

(2)

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, resident fees and services, 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 settlement and provision, impairments, impairment recoveries, other income, net, income taxes, equity income from and impairments of investments in unconsolidated joint ventures, and discontinued operations. The Company believes NOI provides 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.

Reconciliation from NOI to reported net income

	Years ended December 31,
	2011			2010			2009
Net operating income from continuing operations	$	1,402,692		$	877,842		$	833,429
Interest income		99,864			160,163			124,146
Investment management fee income		2,073			4,666			5,312
Depreciation and amortization		(356,623	)		(311,008	)		(315,736	)
Interest expense		(419,337	)		(288,538	)		(298,600	)
General and administrative		(96,150	)		(83,046	)		(77,899	)
Litigation settlement and provision		(125,000	)		—			(101,973	)
(Impairments) recoveries		(15,400	)		11,900			(75,389	)
Other income, net		12,335			15,818			7,768
Income taxes		(1,249	)		(412	)		(1,910	)
Equity income from unconsolidated joint ventures		46,750			4,770			3,511
Impairments of investment in unconsolidated joint venture		—			(71,693	)		—
Total discontinued operations		4,539			23,933			43,492
Net income	$	554,494		$	344,395		$	146,151

Reconciliation of company's assets to total assets

	December 31,
Segments	2011			2010
Senior housing	$	5,911,352		$	4,342,289
Post-acute/skilled nursing		5,644,472			2,133,640
Life science		3,886,851			3,709,528
Medical office		2,336,302			2,299,311
Hospital		757,618			770,038
Gross segment assets		18,536,595			13,254,806
Accumulated depreciation and amortization		(1,670,511	)		(1,427,510	)
Net segment assets		16,866,084			11,827,296
Real estate held-for-sale, net		4,159			20,961
Other non-segment assets		538,232			1,483,666
Total assets	$	17,408,475		$	13,331,923

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Net Investment in Direct Financing Leases (Tables)

12 Months Ended

Dec. 31, 2011

Net Investment in Direct Financing Leases

Schedule of net investment in direct financing leases

	December 31,
	2011			2010
Minimum lease payments receivable	$	25,744,161	(1)	$	1,266,129
Estimated residual values		4,010,514			409,270
Less unearned income		(23,026,898	)		(1,065,738	)
Net investment in direct financing leases	$	6,727,777		$	609,661
Properties subject to direct financing leases		361			27

(1)

The minimum lease payments receivable are primarily attributable to HCR ManorCare ($24.5 billion). The triple-net lease with HCR ManorCare provides for rent in the first year of $472.5 million. The rent increases by 3.5% per year after each of the first five years and by 3% for the remaining portion of the initial lease term. The properties are grouped into four pools, and HCR ManorCare has a one-time extension option for each pool with rent increased for the first year of the extension option to the greater of fair market rent or a 3% increase over the rent for the prior year. Including the extension options, which the Company determined to be bargain renewal options, the asset pools have total available terms ranging from 23 to 35 years.

Future minimum lease payments contractually due under direct financing leases

Year	Amount
2012	$	532,561
2013		545,219
2014		563,994
2015		583,418
2016		603,513
Thereafter		22,915,456
	$	25,744,161

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Net income	$ 554,494	$ 344,395	$ 146,151
Change in net unrealized gains (losses) on securities:
Unrealized gains (losses)	(5,396)	937	82,816
Reclassification adjustment realized in net income	5,396	(12,742)	(4,197)
Change in net unrealized gains (losses) on cash flow hedges:
Unrealized gains (losses)	(4,367)	(996)	179
Reclassification adjustment realized in net income	(1,033)	1,453	781
Change in Supplemental Executive Retirement Plan obligation	(495)	43	(521)
Foreign currency translation adjustment	(450)	202	(30)
Total other comprehensive income (loss)	(6,345)	(11,103)	79,028
Total comprehensive income	548,149	333,292	225,179
Total comprehensive income attributable to noncontrolling interest	(15,603)	(13,686)	(14,461)
Total comprehensive income attributable to HCP, Inc.	$ 532,546	$ 319,606	$ 210,718

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Fair Value Measurements (Details) (Fair value on a recurring basis, USD $) In Thousands, unless otherwise specified	Dec. 31, 2011
Fair Value
Fair value assets and liabilities measured on recurring basis:
Marketable equity securities	$ 17,053
Total fair value assets and liabilities measured on recurring basis	6,264
Fair Value | Interest-rate swap contracts
Fair value assets and liabilities measured on recurring basis:
Derivative liabilities	(12,123)
Fair Value | Warrants
Fair value assets and liabilities measured on recurring basis:
Derivative assets	1,334
Level 1
Fair value assets and liabilities measured on recurring basis:
Marketable equity securities	17,053
Total fair value assets and liabilities measured on recurring basis	17,053
Level 2
Fair value assets and liabilities measured on recurring basis:
Total fair value assets and liabilities measured on recurring basis	(12,123)
Level 2 | Interest-rate swap contracts
Fair value assets and liabilities measured on recurring basis:
Derivative liabilities	(12,123)
Level 3
Fair value assets and liabilities measured on recurring basis:
Total fair value assets and liabilities measured on recurring basis	1,334
Level 3 | Warrants
Fair value assets and liabilities measured on recurring basis:
Derivative assets	$ 1,334

XML

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2011

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

(2) Summary of Significant Accounting Policies

• Use of Estimates

        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.

• Principles of Consolidation

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

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

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

• Revenue Recognition

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

• •

  whether the lease stipulates how and on what a tenant improvement allowance may be spent;

  •

  whether the tenant or landlord retains legal title to the improvements at the end of the lease term;

  •

  whether the tenant improvements are unique to the tenant or general-purpose in nature; and

  •

  whether the tenant improvements are expected to have any residual value at the end of the lease term.

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

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

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

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

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

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

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

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

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

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

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

• Real Estate

        The Company's real estate assets, consisting of land, buildings and improvements are recorded at their fair value. The assumed liabilities, acquired tangible assets and identifiable intangibles are also recorded at their fair value. The Company assesses fair value based on 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 property and the respective tenant's lease. Factors considered include estimates of carrying costs during hypothetical expected lease-up periods, market conditions and costs to execute similar leases. In estimating carrying costs, the Company includes estimates of lost rents at estimated market rates during the hypothetical expected lease-up periods, which are dependent on local market conditions and expected trends. In estimating costs to execute similar leases, the Company considers leasing commissions, legal and other related costs.

        The Company capitalizes direct construction and development costs, including predevelopment costs, interest, property taxes, insurance and other costs directly related and essential to the acquisition, development or construction of a real estate asset. The Company capitalizes construction and development costs while substantive activities are ongoing to prepare an asset for its intended use. The Company considers a construction project as substantially complete and held available for occupancy upon the completion of 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. In-place lease intangibles are amortized to expense over the remaining noncancellable lease term and bargain renewal periods, if any.

• Impairment of Long-Lived Assets and Goodwill

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

        Goodwill is tested for impairment at least annually. If it is determined, based on certain qualitative factors, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company applies the second step of the two-step approach. Potential impairment indicators and qualitative factors include a significant decline in real estate valuations, restructuring plans, current macroeconomic conditions, state of the equity and capital markets or a significant decline in the value of the Company's market capitalization. The second step of the two-step approach requires the fair value of a reporting unit to be allocated to all the assets and liabilities of the reporting unit as if it had been acquired in a business combination at the date of the impairment test. The excess fair value of the reporting unit over the fair value of assets and liabilities is the implied value of goodwill and is used to determine the amount of impairment. The Company selected the fourth quarter of each fiscal year to perform its annual impairment test.

• Assets Held-for-Sale and Discontinued Operations

        Certain long-lived assets are classified as held-for-sale and are reported at the lower of their carrying value or their fair value less costs to sell and are no longer depreciated. Discontinued operations is a component of an entity that has either been disposed of or is deemed to be held-for-sale and, (i) the operations and cash flows of the component have been or will be eliminated from ongoing operations as a result of the disposal transaction, and (ii) the entity will not have any significant continuing involvement in the operations of the component after the disposal transaction.

• Investments in Unconsolidated Joint Ventures

        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.

• Share-Based Compensation

        Compensation expense for share-based awards granted to employees, including grants of employee stock options, are recognized in the consolidated statements of income based on their grant date fair market value. Compensation expense for awards with graded vesting schedules is generally recognized ratably over the period from the grant date to the date when the award is no longer contingent on the employee providing additional services.

• Cash and Cash Equivalents

        Cash and cash equivalents consist of cash on hand and short-term investments with maturities of three months or less when purchased.

• Restricted Cash

        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.

• Derivatives

        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.

• Income Taxes

        HCP, Inc. elected REIT status and believes it has always operated so as to continue to qualify as a REIT under Sections 856 to 860 of the Internal Revenue Code of 1986, as amended (the "Code"). Accordingly, HCP, Inc. will not be subject to U.S. federal income tax, provided that it continues to qualify as a REIT and makes distributions to stockholders equal to or in excess of its taxable income. In addition, the Company has formed several consolidated subsidiaries, which have elected REIT status. HCP, Inc. and its consolidated REIT subsidiaries are each subject to the REIT qualification requirements under Sections 856 to 860 of the Code. If any REIT fails to qualify as a REIT in any taxable year, it will be subject to federal income taxes at regular corporate rates and may be ineligible to qualify as a REIT for four subsequent tax years.

        HCP, Inc. and its consolidated REIT subsidiaries are subject to state and local income taxes in some jurisdictions, and in certain circumstances each REIT may also be subject to federal excise taxes on undistributed income. In addition, certain activities that the Company undertakes may be conducted by entities which elect to be treated as taxable REIT subsidiaries ("TRSs"). TRSs are subject to both federal and state income taxes. The Company recognizes tax penalties relating to unrecognized tax benefits as additional income tax expense. Interest relating to unrecognized tax benefits is recognized as interest expense.

• Marketable Securities

        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.

• Capital Raising Issuance Costs

        Costs incurred in connection with the issuance of common shares are recorded as a reduction of additional paid-in capital. Costs incurred in connection with the issuance of preferred shares are recorded as a reduction of the preferred stock amount. Debt issuance costs are deferred, included in other assets and amortized to interest expense over the remaining term of the related debt utilizing the interest method.

• Segment Reporting

        The Company's segments are based on its internal method of reporting which classifies operations by healthcare sector. The Company's business operations include five segments: (i) senior housing, (ii) post-acute/skilled nursing, (iii) life science, (iv) medical office and (v) hospital.

• Noncontrolling Interests

        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.

        The Company consolidates non-managing member limited liability companies ("DownREITs") because it exercises control, and noncontrolling interests in these entities are carried at cost. The non-managing member LLC Units ("DownREIT units") are exchangeable for an amount of cash approximating the then-current market value of shares of the Company's common stock or, at the Company's option, shares of the Company's common stock (subject to certain adjustments, such as stock splits and reclassifications). Upon exchange of DownREIT units for the Company's common stock, the carrying amount of the DownREIT units is reclassified to stockholders' equity.

• Preferred Stock Redemptions

        The Company recognizes the excess of the redemption value of cumulative redeemable preferred stock redeemed over its carrying amount as a charge to earnings.

• Life Care Bonds Payable

        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.

• Fair Value Measurement

        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:

• •

  Level 1—quoted prices for identical instruments in active markets;

  •

  Level 2—quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and

  •

  Level 3—fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

        The Company measures fair value using a set of standardized procedures that are outlined herein for all assets and liabilities which are required to be measured at fair value. When available, the Company utilizes quoted market prices from an independent third party source to determine fair value and classifies such items in Level 1. In some instances where a market price is available, but the instrument is in an inactive or over-the-counter market, the Company consistently applies the dealer (market maker) pricing estimate and classifies the asset or liability in Level 2.

        If quoted market prices or inputs are not available, fair value measurements are based upon valuation models that utilize current market or independently sourced market inputs, such as interest rates, option volatilities, credit spreads and/or market capitalization rates. Items valued using such internally-generated valuation techniques are classified according to the lowest level input that is significant to the fair value measurement. As a result, the asset or liability could be classified in either Level 2 or Level 3 even though there may be some significant inputs that are readily observable. Internal fair value models and techniques used by the Company include discounted cash flow and Black-Scholes valuation models. The Company also considers its counterparty's and own credit risk on derivatives and other liabilities measured at their fair value. The Company has elected the mid-market pricing expedient when determining fair value.

• Earnings per Share

        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.

• Recent Accounting Pronouncements

        In April 2011, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2011-02, A Creditor's Determination of Whether a Restructuring Is a Troubled Debt Restructuring ("ASU 2011-02"). The amendments in this update clarify, among other things, the guidance on a creditor's evaluation of whether it has granted a concession and whether a debtor is experiencing financial difficulties. The adoption of ASU 2011-02 on July 1, 2011 did not have an impact on the Company's consolidated financial position or results of operations.

        In May 2011, the FASB issued Accounting Standards Update No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs ("ASU 2011-04"). The amendments in this update result in additional fair value measurement and disclosure requirements within U.S. GAAP and IFRS. Consequently, the amendments change the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. The Company does not expect the adoption of ASU 2011-04 on January 1, 2012 to have an impact on its consolidated financial position or results of operations.

        In June 2011, the FASB issued Accounting Standards Update No. 2011-05, Presentation of Comprehensive Income ("ASU 2011-05"). The amendments require that all non-owner changes in stockholders' equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In the two-statement approach, the first statement should present total net income and its components followed consecutively by a second statement that should present total other comprehensive income, the components of other comprehensive income, and the total of comprehensive income. In December 2011, the FASB deferred portions of this update in its issuance of ASU 2011-12 (see discussion below). The Company has elected the two-statement approach, and the required financial statements are presented herein.

        In September 2011, the FASB issued Accounting Standards Update No. 2011-08, Intangibles—Goodwill and Other (Topic 350): Testing Goodwill for Impairment ("ASU 2011-08"). The amendments in the update permit an entity to first assess qualitative factors when determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount and whether it is necessary to perform the second step of the two-step goodwill impairment test described in Topic 350. The early adoption of ASU 2011-08 on December 31, 2011 did not have an impact on the Company's consolidated financial position or results of operations.

        In December 2011, the FASB issued Accounting Standards Update No. 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 to defer indefinitely the requirement of ASU 2011-05 to present on the face of the financial statements the effects of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income for all periods presented.

• Reclassifications

        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. As a result of the Company's joint venture with Brookdale Senior Living, Inc. ("Brookdale") in a structure permitted by the Housing and Economic Recovery Act of 2008 (commonly referred to as "RIDEA") on September 1, 2011, facility-level revenues from 21 senior housing communities are presented in "resident fees and services" on the consolidated income statements; all facility-level resident fee and service revenue previously reported in "rental and related revenues" has been reclassified to "resident fees and services" (see Note 12 for additional information regarding the 21 RIDEA facilities).

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Derivative Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2011

Derivative Financial Instruments

Schedule of derivative instruments

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	$	(7,536	)
November 2008(3)	October 2016	Cash Flow		5.95	%	1 Month LIBOR+1.50%		27,600		(4,176	)
July 2009(4)	July 2013	Cash Flow		6.13	%	1 Month LIBOR+3.65%		14,000		(411	)

(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)

Acquired in conjunction with mortgage debt assumed related to real estate acquired on December 28, 2010. Hedges fluctuations in interest payments on variable-rate secured debt due to fluctuations in the underlying benchmark interest rate.

(4)

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

Schedule of effect of change in interest rate

		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	$	1,664	$	(1,952	)	$	3,472	$	(3,760	)
November 2008	October 2016		614		(630	)		1,056		(1,252	)
July 2009	July 2013		99		(109	)		203		(213	)

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Compensation Plans (Details 2) (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended											1 Months Ended	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2011 Stock Options D Y	Dec. 31, 2010 Stock Options Y	Dec. 31, 2009 Stock Options Y	Dec. 31, 2011 Restricted Stock and Performance Restricted Stock Units Y	Dec. 31, 2010 Restricted Stock and Performance Restricted Stock Units	Dec. 31, 2009 Restricted Stock and Performance Restricted Stock Units	Dec. 31, 2011 Restricted stock	Dec. 31, 2011 Restricted Stock Units	Aug. 31, 2006 Restricted Stock Units Chairman and Chief Executive Officer	Dec. 31, 2011 Restricted Stock Units Chairman and Chief Executive Officer	Dec. 31, 2011 23.34 - 25.52 Stock Options Y	Dec. 31, 2011 27.11 - 28.35 Stock Options Y	Dec. 31, 2011 31.95 - 39.72 Stock Options Y
Shares Authorized under Stock Option Plan Exercise Price Range
Exercise Price Range, Lower Range Limit (in dollars per share)														$ 23.34	$ 27.11	$ 31.95
Exercise Price Range, Upper Range Limit (in dollars per share)														$ 25.52	$ 28.35	$ 39.72
Shares under Options (in shares)				6,524,000										2,327,000	1,960,000	2,237,000
Weighted Average Exercise Price (in dollars per share)				$ 28.76										$ 23.81	$ 27.74	$ 34.80
Weighted Average Remaining Contractual Term (in years)				6.1										6.1	5.3	6.7
Currently Exercisable - Shares Under Options (in shares)				3,239,000										1,032,000	1,245,000	962,000
Currently Exercisable - Weighted Average Exercise Price (in dollars per share)				$ 28.60										$ 24.41	$ 27.39	$ 34.66
Share-based Compensation Arrangement by Share-based Payment Award, Options Unvested
Unvested at the beginning of the period (in shares)				3,889,000
Granted (in shares)				710,000
Vested (in shares)				(1,159,000)
Forfeited (in shares)				(155,000)
Unvested at the end of the period (in shares)				3,285,000	3,889,000
Unvested at the beginning of the period, weighted average grant date fair value (in dollars per share)				$ 3.24
Granted, weighted average grant date fair value (in dollars per share)				$ 5.97	$ 5.17	$ 2.23
Vested, weighted average grant date fair value (in dollars per share)				$ 3.10
Forfeited, weighted average grant date fair value (in dollars per share)				$ 5.54
Unvested at the end of the period, weighted average grant date fair value (in dollars per share)				$ 3.77	$ 3.24
Share-based Compensation Arrangement by Share-based Payment Award, Options, Other Information
Total vesting date intrinsic values of shares under options vested				$ 15.8	$ 10.7	$ 1.8
Total intrinsic value of vested shares under options at the end of the period				42.3
Proceeds received from options exercised				30.8	6.3	7.4
Total intrinsic value of options exercised				13.4	2.3	4.9
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology
Implied volatility traded option on common stock period (in days)				30
Risk-free rate (as a percent)				2.58%	2.77%	2.27%
Expected life (in years)				6.5	6.3	6.5
Expected volatility (as a percent)				31.80%	35.00%	26.00%
Expected dividend yield (as a percent)				6.10%	6.20%	7.30%
Restricted Stock and Performance Restricted Stock Units
Share-based compensation award vesting period, low end of the range (in years)							P3Y
Share-based compensation award vesting period, high end of the range (in years)							P5Y
Performance restricted stock unit is convertible into common stock (in shares)							1.00
Shares withheld to offset tax withholding obligations (in shares)							136,000	154,000	110,000
Weighted-average remaining vesting period of restricted stock and restricted stock units (in years)							3
Total fair values of restricted stock and restricted stock units vested							14.4	12.5	7.6
Stock-based awards, vesting period (in years)													10 years
Unvested restricted stock and performance restricted stock units activity
Unvested at the beginning of the period (in shares)										536,000	1,026,000
Granted (in shares)											764,000	219,000
Vested (in shares)										(162,000)	(228,000)
Forfeited (in shares)										(35,000)	(84,000)
Unvested at the end of the period (in shares)										339,000	1,478,000		303,000
Unvested at the beginning of the period, Weighted Average Grant Date Fair Value (in dollars per share)										$ 28.08	$ 29.71
Granted, Weighted Average Grant Date Fair Value (in dollars per share)											$ 37.22
Vested, Weighted Average Grant Date Fair Value (in dollars per share)										$ 28.91	$ 29.46
Forfeited, Weighted Average Grant Date Fair Value (in dollars per share)										$ 27.61	$ 34.51
Unvested at the end of the period, Weighted Average Grant Date Fair Value (in dollars per share)										$ 27.75	$ 32.59
Employee Benefit Plan
Matching contribution by Company, maximum percentage of participant's eligible compensation (as a percent)	4.00%
Matching contributions to Employee Benefit Plan	$ 0.8	$ 0.9	$ 0.7

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Intangibles (Details) (USD $)	1 Months Ended		12 Months Ended			30 Months Ended
	Jun. 30, 2009	Oct. 31, 2006 Property	Dec. 31, 2011 Y	Dec. 31, 2010 Y	Dec. 31, 2009	Mar. 31, 2009	Oct. 05, 2006
Intangibles disclosure, details
Intangible assets, gross			$ 574,000,000	$ 511,400,000
Intangible assets, accumulated amortization			200,200,000	195,000,000
Remaining weighted-average amortization period of intangible assets (in years)			11	9
Intangibles, below market lease and above market ground lease			219,600,000	233,500,000
Intangible liabilities, below market lease and above market ground lease, accumulated amortization			95,500,000	85,400,000
Approximate remaining weighted-average amortization period of unfavorable market lease intangibles (in years)			8	8
Additional revenues from the amortization of net below market lease intangibles included in rental income			6,200,000	8,200,000	16,300,000
Additional expense from the amortization of net above market ground lease intangibles included in operating expenses			600,000	400,000	400,000
Additional expense from the amortization of lease-up and non-compete agreement intangibles included in depreciation and amortization expense			44,800,000	45,700,000	63,300,000
Allocated intangibles, CRP merger			13,798,000	13,740,000			35,000,000
Number of properties allocated CRP intangibles		15
Misstatement, valuation error, overstatement of intangible assets and understatement of building and improvements	28,000,000
Misstatement, understatement of revenues change						6,000,000
Misstatement, understatement of depreciation expense						2,000,000
Estimated aggregate amortization of Intangible Assets
Estimated aggregate amortization of intangible assets, 2012			52,327,000
Estimated aggregate amortization of intangible assets, 2013			50,087,000
Estimated aggregate amortization of intangible assets, 2014			47,386,000
Estimated aggregate amortization of intangible assets, 2015			44,560,000
Estimated aggregate amortization of intangible assets, 2016			41,571,000
Estimated aggregate amortization of intangible assets, thereafter			137,832,000
Total amortization of intangible assets			373,763,000
Estimate aggregate amortization of Intangible Liabilities
Estimated aggregate amortization of intangible liabilities, 2012			17,841,000
Estimated aggregate amortization of intangible liabilities, 2013			17,387,000
Estimated aggregate amortization of intangible liabilities, 2014			16,925,000
Estimated aggregate amortization of intangible liabilities, 2015			16,391,000
Estimated aggregate amortization of intangible liabilities, 2016			15,931,000
Estimated aggregate amortization of intangible liabilities, thereafter			39,667,000
Total amortization of intangible liabilities			$ 124,142,000

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Earnings Per Common Share

12 Months Ended

Dec. 31, 2011

Earnings Per Common Share

Earnings Per Common Share

(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,
	2011			2010			2009
Numerator
Income from continuing operations	$	549,955		$	320,462		$	102,659
Noncontrolling interests' share in continuing operations		(15,603	)		(13,686	)		(14,461	)
Income from continuing operations applicable to HCP, Inc.		534,352			306,776			88,198
Preferred stock dividends		(21,130	)		(21,130	)		(21,130	)
Participating securities' share in continuing operations		(2,459	)		(2,081	)		(1,491	)
Income from continuing operations applicable to common shares		510,763			283,565			65,577
Discontinued operations		4,539			23,933			43,492
Net income applicable to common shares	$	515,302		$	307,498		$	109,069
Denominator
Basic weighted average common shares		398,446			305,574			274,216
Dilutive stock options and restricted stock		1,772			1,326			415
Diluted weighted average common shares		400,218			306,900			274,631
Basic earnings per common share
Income from continuing operations	$	1.28		$	0.93		$	0.24
Discontinued operations		0.01			0.08			0.16
Net income applicable to common stockholders	$	1.29		$	1.01		$	0.40
Diluted earnings per common share
Income from continuing operations	$	1.28		$	0.92		$	0.24
Discontinued operations		0.01			0.08			0.16
Net income applicable to common shares	$	1.29		$	1.00		$	0.40

        Restricted stock and certain of the Company's performance restricted stock units are considered participating securities, because dividend payments are not forfeited even if the underlying award does not vest, which require the use of the two-class method when computing basic and diluted earnings per share.

        Options to purchase approximately 1.1 million, 1.9 million and 4.6 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, 2011, 2010 and 2009, respectively, were not included because they are anti-dilutive. Additionally, 5.9 million shares issuable upon conversion of 4.2 million DownREIT units during the year ended December 31, 2011; 6.0 million shares issuable upon conversion of 4.2 million DownREIT units during the year ended December 31, 2010; and 5.9 million shares issuable upon conversion of 4.3 million DownREIT units during the year ended December 31, 2009 were not included since they are anti-dilutive.

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Commitments and Contingencies (Details 3) (USD $) In Millions, unless otherwise specified	1 Months Ended	3 Months Ended		12 Months Ended	1 Months Ended	12 Months Ended
	Jun. 30, 2011	Dec. 31, 2010	Sep. 30, 2010 Property tenant	Dec. 31, 2011 Property	Jun. 30, 2011 Brookdale Senior Living, Inc.	Dec. 31, 2011 Brookdale Senior Living, Inc.	Dec. 31, 2010 Brookdale Senior Living, Inc.	Sep. 01, 2011 Brookdale Senior Living, Inc. Property
Commitments and contingencies
Number of senior housing communities								37
Number of senior housing communities assumed in existing triple-net lease								9
Number of senior housing communities in new triple-net lease								4
Number of senior housing communities assumed managed by Horizon Bay								3
Number of senior housing communities recently developed by HCP								1
Interest in real estate and operations of senior living communities (as a percent)								10.00%
Number of senior living communities operated in a RIDEA structure				21				21
Purchase of equity marketable securities	$ 22.4				$ 22.4
Third party debt collateralized by facilities, debt amount (maturing in May 1, 2025)				123
Third party debt collateralized by facilities, asset carrying amount (maturing in May 1, 2025)				370
Concentration risk, revenue						47.1
Concentration risk, operating expenses						29.8
Concentration risk, increase in revenue		15.7	13.7				29.4
Concentration risk, increase in operating expenses							$ 25.9
Number of senior housing facilities leased			27
Number of VIE tenants			4

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HCR ManorCare Acquisition (Tables)

12 Months Ended

Dec. 31, 2011

HCR ManorCare Acquisition

Schedule of total purchase price consideration paid

	April 7, 2011
Payment of aggregate cash consideration, net of cash acquired	$	3,801,624
HCP's loan investments in HCR ManorCare's debt settled at fair value(1)		1,990,406
Assumed HCR ManorCare accrued liabilities at fair value(2)		224,932
Total purchase consideration	$	6,016,962
Legal, accounting and other fees and costs(3)	$	26,839

(1)

The Company recognized a gain of approximately $23 million, included in interest income, which represents the fair value of the Company's existing mezzanine and mortgage loan investments in HCR ManorCare in excess of its carrying value on the acquisition date.

(2)

In August 2011, the Company paid or refunded these amounts to certain taxing authorities or the seller. These August 2011 cash payments are included in the "cash used in the HCR ManorCare Acquisition, net of cash acquired" that is presented in the consolidated statements of cash flows under investing activities.

(3)

Represents estimated fees and costs of $15.5 million and $11.3 million that were expensed and included in general and administrative expense and interest expense, respectively. These charges are directly attributable to the transaction and represent non-recurring costs.

Summary of fair values of assets acquired and liabilities assumed

Assets acquired
Net investments in direct financing leases	$	6,002,074
Cash and cash equivalents		6,996
Intangible assets		14,888
Total assets acquired		6,023,958
Total liabilities assumed		224,932
Net assets acquired	$	5,799,026

Schedule of pro forma results of operations

	Year Ended December 31,
	2011		2010
Revenues	$	1,820,057	$	1,703,568
Net income		655,352		745,119
Net income applicable to HCP, Inc.		639,749		731,433
Basic earnings per common share	$	1.52	$	1.86
Diluted earnings per common share		1.51		1.85

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2011

Commitments and Contingencies

Commitments and Contingencies

(12) Commitments and Contingencies

• Legal Proceedings

        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, Inc. ("Ventas") filed a complaint against the Company in the United States District Court for the Western District of Kentucky alleging, among other things, that the Company interfered with Ventas's prospective business advantage in connection with Ventas's 2007 acquisition of Sunrise Senior Living Real Estate Investment Trust ("Sunrise REIT"). Ventas sought compensatory damages in excess of $300 million plus punitive damages. Prior to the jury deliberations, the District Court dismissed, among other rulings, Ventas's claim for punitive damages. On September 4, 2009, the jury returned a verdict in favor of Ventas in the amount of approximately $102 million. The Company recognized $102 million as a provision for litigation expense during the three months ended September 30, 2009. Both Ventas and the Company appealed various rulings of the District Court and the jury verdict to the United States Sixth Circuit Court of Appeals. On May 17, 2011, the Sixth Circuit Court of Appeals held that the District Court erred by not submitting Ventas's claim for punitive damages to the jury, and affirmed the District Court's judgment in all other respects. On August 23, 2011, the Company paid Ventas $102 million resulting from the jury verdict. On November 9, 2011, the Company and Ventas settled all claims relating to the litigation and the Company paid $125 million to Ventas in addition to the $102 million paid in August 2011.

        On June 29, 2009, several of the Company's subsidiaries, together with three of its tenants, filed complaints in the Delaware Court of Chancery (the "Court of Chancery") against Sunrise Senior Living, Inc. and three of its subsidiaries ("Sunrise"). One of the complaints, which related to four of the 64 communities subject to the dispute, was removed on July 24, 2009 to the United States District Court for the Eastern District of Virginia (the "Virginia District Court"). On April 30, 2010, the Virginia District Court dismissed all claims before it, and each party filed a notice of appeal regarding the decision with the United States Court of Appeals for the Fourth Circuit.

        On August 31, 2010, the Company entered into agreements with Sunrise in which: (i) the Company acquired the right to terminate management contracts on 27 of the 75 senior housing communities owned by the Company (these 27 communities were leased to tenants that had entered into management contracts with Sunrise); (ii) Sunrise agreed to limit certain fees and charges associated with the in-place management contracts of the remaining 48 communities, where such limitations were consistent with the parties' budgetary rights and obligations under existing agreements; (iii) the Company agreed to fund certain capital expenditures at the remaining 48 communities, and (iv) both parties dismissed all of the previous litigation proceedings that were filed against each other. The Company agreed to pay Sunrise $50 million for the right to terminate the management contracts of the 27 communities; after taking into account the rights to approximately $9 million of working capital that the Company received in conjunction with acquiring these termination rights, the net cost to acquire the termination rights was $41 million. The Company had marketed for lease the 27 communities to a limited group of operators, and prior to August 31, 2010, had received a favorable bid and an executed non-binding term sheet from Emeritus Corporation ("Emeritus"). On October 18, 2010, the Company executed two triple-net master leases with Emeritus for the 27 communities on terms consistent with a non-binding term sheet agreed to by the Company and Emeritus in August 2010, including fixed lease terms of 15 years and two 10 year extension options. Shortly thereafter, on October 31, 2010, the Company exercised its rights under the existing lease contracts to terminate the leases with the tenants that had entered into the management contracts with Sunrise for a payment of $2 million. The term of the new Emeritus leases commenced on November 1, 2010, immediately after such termination.

        The Company capitalized the $41 million cost for the above termination rights as an initial direct leasing cost of the new leases as it determined that: (i) acquiring the right to terminate Sunrise's long-term management contracts was essential to enable the Company to lease such communities to another operator; and (ii) prior to August 31, 2010, the leasing transaction with Emeritus was reasonably assured. The initial direct leasing costs will be amortized over the initial 15-year term of the new leases with Emeritus. Further, the Company concluded that no amount of the $50 million paid to Sunrise should be allocated to the dismissed litigation or to the existing leases on the 48 remaining communities, because the Company believed that: (i) as ruled by the Virginia District Court, Sunrise's counterclaims lacked merit and had no value, and the claims remaining in the Chancery Court arose from similar facts and were expected to be decided on the basis of similar law; (ii) Sunrise's agreement to limit certain fees on the remaining 48 communities, and the Company's agreement to fund certain capital expenditures at the communities, were each consistent with the Company's and Sunrise's obligations, respectively under the existing agreements; and (iii) the incremental value gained by the reasonably assured future rents from Emeritus and the acquired working capital exceeded the payment to Sunrise.

• Concentration of Credit Risk

        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.

        The following table provides information regarding the Company's concentration with respect to certain operators; the information provided is presented for the gross assets and revenues that are associated with certain operators as percentages of the respective segment's and total Company's gross assets and revenues:

• Segment Concentrations:

	Percentage of Senior Housing Gross Assets				Percentage of Senior Housing Revenues
	December 31,				Year Ended December 31,
Operators	2011		2010		2011		2010		2009
HCR ManorCare(1)		14		—		10		—		—
Brookdale(2)		16		16		24		18		20
Emeritus(3)		18		26		23		19		16
Sunrise(3)(4)		22		30		18		29		38

	Percentage of Post-Acute/Skilled Nursing Gross Assets				Percentage of Post-Acute/Skilled Nursing Revenues
	December 31,				Year Ended December 31,
Operators	2011		2010		2011		2010		2009
HCR ManorCare(1)		94		75		83		71		51

• Total Company Concentrations:

	Percentage of Total Company Gross Assets				Percentage of Total Company Revenues
	December 31,				Year Ended December 31,
Operators	2011		2010		2011		2010		2009
HCR ManorCare(1)		35		12		27		9		7
Brookdale(2)		5		5		7		5		6
Emeritus(3)		6		8		7		6		5
Sunrise(3)(4)		7		10		6		9		11

(1)

On April 7, 2011, the Company completed the acquisition of HCR ManorCare's real estate assets, which included the settlement of the Company's HCR ManorCare debt investments, see Notes 3 and 7 for additional information.

(2)

For the year ended December 31, 2011, Brookdale percentages exclude $47.1 million of senior housing, related to 21 senior housing facilities that Brookdale operates on our behalf under a RIDEA structure. Assuming that these revenues were attributable to Brookdale, the percentage of segment and total revenues for Brookdale would be 33% and 10%, respectively, for the year ended December 31, 2011. Assuming that these assets were attributable to Brookdale, the percentage of segment and total assets for Brookdale would be 27% and 9%, respectively, for the year ended December 31, 2011.

(3)

27 properties formerly operated by Sunrise were transitioned to Emeritus effective November 1, 2010. For the year ended December 31, 2010, Sunrise percentages exclude $32.6 million of revenues for 27 properties due to the consolidation of four VIEs from August 31 2010 to November 1, 2010. Assuming that these revenues were attributable to Sunrise, the percentage of segment and total revenues for Sunrise would be 37% and 11%, respectively, for the year ended December 31, 2010.

(4)

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 the Company's 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.

        On September 1, 2011, the Company completed a strategic venture with Brookdale that includes the operation of 37 HCP-owned senior living communities previously leased to or operated by Horizon Bay Retirement Living ("Horizon Bay"). As part of this transaction, Brookdale acquired Horizon Bay and: (i) assumed an existing triple-net lease for nine HCP communities; (ii) entered into a new triple-net lease related to four HCP communities; (iii) assumed Horizon Bay's management of three HCP communities, one of which was recently developed by HCP; and (iv) entered into management contracts and a joint venture agreement for a 10% interest in the real estate and operations for 21 of the Company's communities that are in a RIDEA structure. In connection with these transactions, the Company purchased $22.4 million of Brookdale's common stock in June 2011 (see Note 10 for additional information regarding these marketable equity securities).

        Under the provisions of RIDEA, a REIT may lease "qualified health care properties" on an arm's length basis to a TRS if the property is operated on behalf of such subsidiary by a person who qualifies as an "eligible independent contractor." The year ended December 31, 2011 includes $47.1 million and $29.8 million in revenues and operating expenses, respectively, as a result of reflecting the facility-level results for the 21 RIDEA facilities operated by Brookdale beginning September 1, 2011.

        The year ended December 31, 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 leasing properties to certain senior housing and post-acute/skilled nursing operators, leases with operators are often combined into portfolios that contain cross-default terms, so that if a tenant of any of the properties in a portfolio defaults on its obligations under its lease, the Company may pursue its remedies under the lease with respect to any of the properties in the portfolio. Certain portfolios also contain terms whereby the net operating profits of the properties are combined for the purpose of securing the funding of rental payments due under each lease.

        At December 31, 2011 and 2010, the Company's gross real estate assets in the state of California, excluding assets held-for-sale, represented approximately 23% and 26% of the Company's total assets, respectively.

• DownREIT LLCs

        In connection with the formation of certain DownREIT limited liability companies ("LLCs"), members may contribute appreciated real estate to a DownREIT LLC in exchange for DownREIT units. These contributions are generally tax-deferred, so that the pre-contribution gain related to the property is not taxed to the member. However, if a contributed property is later sold by the DownREIT LLC, the unamortized pre-contribution gain that exists at the date of sale is specifically allocated and taxed to the contributing members. In many of the DownREITs, the Company has entered into indemnification agreements with those members who contributed appreciated property into the DownREIT LLC. Under these indemnification agreements, if any of the appreciated real estate contributed by the members is sold by the DownREIT LLC in a taxable transaction within a specified number of years, the Company will reimburse the affected members for the federal and state income taxes associated with the pre-contribution gain that is specially allocated to the affected member under the Code ("make-whole payments"). These make-whole payments include a tax gross-up provision. These indemnification agreements have expiration terms that range through 2020.

• Credit Enhancement Guarantee

        Certain of the Company's senior housing facilities serve as collateral for $123 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 $370 million as of December 31, 2011.

• Environmental Costs

        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.

• General Uninsured Losses

        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.

• Tenant Purchase Options

        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 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
2012	$	14,232		8
2013		34,759		16
2014		36,515		15
2015		16,115		14
2016		40,203		21
Thereafter		94,339		57
	$	236,163		131

• Rental Expense

        The Company's rental expense attributable to continuing operations for the years ended December 31, 2011, 2010 and 2009 was approximately $6.2 million, $5.9 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 are up to 99 years, excluding extension options. Future minimum lease obligations under non-cancelable ground and other operating leases as of December 31, 2011 were as follows (in thousands):

Year	Amount
2012	$	5,455
2013		5,544
2014		4,928
2015		4,650
2016		3,705
Thereafter		178,430
	$	202,712