8-K

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

April 28, 2008

Date of Report (Date of earliest event reported)

HCP, INC.

(Exact name of registrant as specified in its charter)

Maryland	1-08895	33-0091377
(State of Incorporation)	(Commission File Number)	(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 2.02. Results of Operations and Financial Condition.

On April 28, 2008, HCP, Inc. (“HCP”) issued a press release setting forth its financial results for the quarter ended March 31, 2008.  The press release referred to a supplemental information package that is available on HCP’s website, free of charge, at www.hcpi.com.  The text of the press release and the supplemental information package are attached hereto as Exhibits 99.1 and 99.2, respectively, and are specifically incorporated by reference herein.

The information in this Form 8-K and the related information in the exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be incorporated by reference into any filing of HCP under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1	Press Release of HCP, Inc., dated April 28, 2008.
99.2	HCP, Inc. Supplemental Information Package for the quarter ended March 31, 2008.

2

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.

	HCP, Inc.
	(Registrant)
Date: April 29, 2008	By:		/s/ Edward J. Henning
	Name:	Edward J. Henning
	Title:	Executive Vice President, General Counsel,
		Chief Administrative Officer and Corporate Secretary

3

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press Release of HCP, Inc., dated April 28, 2008.
99.2	HCP, Inc. Supplemental Information Package for the quarter ended March 31, 2008.

4

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

HCP REPORTS RESULTS FOR THE QUARTER ENDED MARCH 31, 2008

HIGHLIGHTS

·  12% year-over-year growth in FFO per diluted share

·  Received $336 million year-to-date from asset dispositions

·  Raised $560 million year-to-date from public equity offerings

·  Pro forma financial leverage of 52%

·  HCP added to the S&P 500 Index

LONG BEACH, CA, April 28, 2008 — HCP (the “Company” or “we”) (NYSE:HCP) announced results for the quarter ended March 31, 2008.  Funds from operations (“FFO”) applicable to common shares was $122.0 million, or $0.56 per diluted share of common stock, for the quarter ended March 31, 2008, compared to FFO applicable to common shares of $102.4 million, or $0.50 per diluted share of common stock, in the year ago period.

FFO applicable to common shares for the quarter ended March 31, 2008 includes the impact of merger-related charges of $1.2 million, or less than $0.01 per diluted share of common stock, compared to merger-related charges of $10.2 million, or $0.04 per diluted share of common stock, in the year ago period. Merger-related charges in the quarter ended March 31, 2008 include the amortization of fees associated with our acquisition financing for Slough Estates USA Inc. (“SEUSA”), as well as other SEUSA integration costs. Merger-related charges in the quarter ended March 31, 2007 include the amortization and write-off of fees associated with our acquisition financing for CNL Retirement Properties, Inc. (“CRP”), severance and retention-related compensation, as well as other CRP integration costs. FFO is a supplemental non-GAAP financial measure that the Company believes is helpful in evaluating the operating performance of real estate investment trusts.

Net income applicable to common shares for the quarter ended March 31, 2008 was $45.1 million, or $0.21 per diluted share of common stock, compared to net income applicable to common shares of $140.0 million, or $0.68 per diluted share of common stock, in the year ago period. Net income applicable to common shares for the quarter ended March 31, 2008 includes the impact of gains on sales of real estate of $10.1 million, compared to $104.0 million in the year ago period.

1

INVESTMENT TRANSACTIONS

During the quarter ended March 31, 2008, we sold four properties for approximately $30 million. These sales were made from the following segments: (i) 90% skilled nursing, and (ii) 10% senior housing.

In April 2008, we sold 17 properties for approximately $306 million. These sales were made from the following segments: (i) 95% hospital, and (ii) 5% senior housing.

During the quarter ended March 31, 2008, we acquired a senior housing facility for $11 million and funded construction and other capital projects aggregating $49 million, primarily in our life science segment.

FINANCING TRANSACTIONS

In connection with HCP’s addition to the S&P 500 Index on March 28, 2008, to partially satisfy the anticipated demand for shares of our common stock by index funds, we issued 12.5 million shares of our common stock on April 2, 2008. In a separate transaction, we issued 4.5 million shares to an active REIT-dedicated institutional investor on April 2, 2008. The net proceeds we received from these two offerings in the aggregate were approximately $560 million, which were used to repay a portion of our outstanding indebtedness under our revolving line of credit facility.

DIVIDENDS

On April 24, 2008, we announced that our Board of Directors declared a quarterly common stock cash dividend of $0.455 per share. The common stock dividend will be paid on May 19, 2008 to stockholders of record as of the close of business on May 5, 2008.

OTHER EVENT

On April 24, 2008, at the Company’s annual stockholders’ meeting, Lauralee E. Martin was elected as a new director.

FUTURE OPERATIONS

For the full year 2008, we presently expect net income applicable to common shares to range between $1.91 and $2.41 per diluted common share, FFO applicable to common shares to range between $2.21 and $2.29 per diluted common share, and FFO applicable to common shares, before giving effect to merger-related charges, to range between $2.23 and $2.31 per diluted common share.

COMPANY INFORMATION

HCP has scheduled a conference call and webcast for Tuesday, April 29, 2008 at 9:00 a.m. Pacific Time (12:00 p.m. Eastern Time) in order to present the Company’s performance and operating results for the quarter ended March 31, 2008. The conference call is accessible by dialing (800) 510-0178 (U.S.) or (617) 614-3450 (International). The participant pass code is 71024549. The webcast is accessible via the Company’s website at www.hcpi.com. The link can be found on the “Event Calendar” page, which is under the “Investor Relations” tab. A webcast replay of the conference call will be available after 11:00 a.m. Pacific Time (2:00 p.m. Eastern Time) on Tuesday, April 29, 2008 through May 13, 2008 on the Company’s website. The Company’s supplemental information package for the current period will also be available on the Company’s website in the “Presentations” section of the “Investor Relations” tab.

ABOUT HCP

HCP, Inc., an S&P 500 company, is a self-administered REIT that, together with its consolidated subsidiaries, invests primarily in real estate serving the healthcare industry in the United States. As of March 31, 2008, the Company’s portfolio of properties, excluding assets held for sale but including mortgage loans and properties owned by unconsolidated joint ventures, totaled 721 properties among the following segments: 269 senior housing, 105 life science, 269 medical office, 27 hospital and 51 skilled nursing. For more information, visit the Company’s website at www.hcpi.com.

###

2

FORWARD-LOOKING STATEMENTS

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: The statements contained in this release which are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements include among other things the Company’s estimates of: net income applicable to common shares on a diluted basis, FFO applicable to common shares on a diluted basis, FFO applicable to common shares on a diluted basis before giving effect to merger-related charges, gain on sales of real estate, real estate depreciation and amortization, joint venture adjustments and merger-related charges for the full year of 2008.  These statements are made as of the date hereof and are subject to known and unknown risks, uncertainties, assumptions and other factors—many of which are out of the Company’s control and difficult to forecast—that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. These risks and uncertainties include but are not limited to: the Company’s ability to access external sources of capital when desired and on reasonable terms; the Company’s ability to manage its indebtedness levels; the Company’s ability to maintain its credit ratings; the Company’s ability to achieve its expected benefits from acquisitions, including integrating and preserving the goodwill of those companies; competition for lessees and mortgagors (including new leases and mortgages and the renewal or rollover of existing leases); continuing reimbursement uncertainty in the skilled nursing segment; competition in the senior housing segment specifically and in the healthcare industry in general; the Company’s ability to acquire, sell or lease facilities and the timing of acquisitions, sales and leasings; the Company’s ability to realize the benefits of its mezzanine investments; changes in the financial condition of the Company’s lessees and obligors; changes in healthcare laws and regulations and other changes in the healthcare industry which affect the operations of the Company’s lessees or obligors; changes in the Company’s management; litigation claims and developments; costs of compliance with building regulations; changes in tax laws and regulations; changes in rules governing financial reporting, including new accounting pronouncements; changes in economic conditions, including changes in interest rates and the availability and cost of capital, which affect opportunities for profitable investments; and other risks  described from time to time in the Company’s Securities and Exchange Commission filings.  The Company assumes no, and hereby disclaims any, obligation to update any of the foregoing or any other forward-looking statements as a result of new information or new or future developments, except as otherwise required by law.

Contact:

HCP

Mark A. Wallace

Executive Vice President — Chief Financial Officer and Treasurer

(562) 733-5100

3

HCP, Inc.

Summary of Information

In thousands, except per share data

(Unaudited)

	Three Months Ended March 31,
	2008		2007
Revenues	$	252,177	$	213,644
Net income applicable to common shares	$	45,129	$	140,005
Basic earnings per common share	$	0.21	$	0.69
Diluted earnings per common share	$	0.21	$	0.68
Weighted average shares used to calculate diluted earnings per common share	217,663		205,909
Funds from operations applicable to common shares (1)	$	122,033	$	102,438
Diluted funds from operations applicable to common shares (1)	$	126,800	$	105,067
Basic funds from operations per common share (1)	$	0.56	$	0.50
Diluted funds from operations per common share (1)	$	0.56	$	0.50
Weighted average shares used to calculate diluted funds from operations per common share (1)	227,183		211,777
Impact of merger-related charges	$	1,189	$	10,189
Per common share impact of merger-related charges on diluted funds from operations	$	—	$	0.04

(1) The Company believes that funds from operations applicable to common shares, diluted funds from operations applicable to common shares and basic and diluted funds from operations 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 requires 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 funds from operations (“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 U.S. generally accepted accounting principles), excluding gains or losses from real estate dispositions, plus real estate depreciation and amortization, with adjustments for joint ventures. Adjustments for joint ventures are calculated to reflect FFO on the same basis. FFO does not represent cash generated from operating activities in accordance with U.S. generally accepted accounting principles, is not necessarily indicative of cash available to fund cash needs and should not be considered an alternative to net income. The Company’s 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 the Company. A reconciliation of net income applicable to common shares to FFO applicable to common shares is provided herein.

4

HCP, Inc.

Consolidated Statements of Income

In thousands, except per share data

(Unaudited)

	Three Months Ended March 31,
	2008				2007
Revenues:
Rental and related revenues	$	213,287			$	177,933
Tenant recoveries	22,449				14,483
Income from direct financing leases	14,974				14,990
Investment management fee income	1,467				6,238
	252,177				213,644
Costs and expenses:
Interest	96,370				78,744
Depreciation and amortization	79,276				58,323
Operating	51,428				42,218
General and administrative	20,538				20,107
	247,612				199,392
Income before equity income from unconsolidated joint ventures, interest and other income, net, minority interests’ share of earnings, income taxes and discontinued operations	4,565				14,252
Equity income from unconsolidated joint ventures	1,288				1,214
Interest and other income, net	35,326				14,466
Minority interests’ share of earnings	(5,716			)	(5,235			)
Income taxes	(2,245			)	(467			)
Income from continuing operations	33,218				24,230
Discontinued operations:
Income before gain on sales of real estate, net of income taxes	7,056				17,013
Gain on sales of real estate	10,138				104,045
	17,194				121,058
Net income	50,412				145,288
Preferred stock dividends	(5,283			)	(5,283			)
Net income applicable to common shares	$	45,129			$	140,005
Basic earnings per common share:
Continuing operations	$	0.13			$	0.09
Discontinued operations	0.08				0.60
Net income applicable to common shares	$		0.21		$		0.69
Diluted earnings per common share:
Continuing operations	$	0.13			$	0.09
Discontinued operations	0.08				0.59
Net income applicable to common shares	$	0.21			$	0.68
Weighted average shares used to calculate earnings per common share:
Basic	216,773				204,000
Diluted	217,663				205,909

5

HCP, Inc.

Funds From Operations Information

In thousands, except per share data

(Unaudited)

	Three Months Ended March 31,
	2008			2007
Net income applicable to common shares	$	45,129		$	140,005
Depreciation and amortization of real estate, in-place lease and other intangibles:
Continuing operations	79,276			58,323
Discontinued operations	3,082			6,050
Gain on sales of real estate	(10,138		)	(104,045		)
Equity income from unconsolidated joint ventures	(1,288		)	(1,214		)
FFO from unconsolidated joint ventures	6,620			4,114
Minority interests’ share of earnings	5,716			5,235
Minority interests’ share of FFO	(6,364		)	(6,030		)
Funds from operations applicable to common shares (1)	$	122,033		$	102,438
Distributions on convertible units	$	4,767		$	2,629
Diluted funds from operations applicable to common shares (1)	$	126,800		$	105,067
Basic funds from operations per common share (1)	$	0.56		$	0.50
Diluted funds from operations per common share (1)	$	0.56		$	0.50
Weighted average shares used to calculate diluted funds from operations per common share (1)	227,183			211,777
Impact of merger-related charges	$	1,189		$	10,189
Per common share impact of merger-related charges on diluted funds from operations	$	—		$	0.04

(1)

The Company believes that funds from operations applicable to common shares, diluted funds from operations applicable to common shares and basic and diluted funds from operations 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 requires 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 funds from operations 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 U.S. generally accepted accounting principles), excluding gains or losses from real estate dispositions, plus real estate depreciation and amortization, with adjustments for joint ventures. Adjustments for joint ventures are calculated to reflect FFO on the same basis. FFO does not represent cash generated from operating activities in accordance with U.S. generally accepted accounting principles, is not necessarily indicative of cash available to fund cash needs and should not be considered an alternative to net income. The Company’s 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 NAREIT definition or that have a different interpretation of the current NAREIT definition from the Company.

6

HCP, Inc.

Consolidated Balance Sheets

In thousands, except share and per share data

	March 31,			December 31,
	2008			2007
	(unaudited)
Assets
Real estate:
Buildings and improvements	$	7,738,776		$	7,670,272
Development costs and construction in progress	330,730			372,947
Land	1,593,350			1,598,244
Less accumulated depreciation and amortization	722,224			661,795
Net real estate	8,940,632			8,979,668
Net investment in direct financing leases	642,572			640,052
Loans receivable, net	1,068,093			1,065,485
Investments in and advances to unconsolidated joint ventures	281,102			248,894
Accounts receivable, net of allowance of $17,489 and $23,109, respectively	32,849			44,892
Cash and cash equivalents	154,000			96,269
Restricted cash	29,664			36,427
Intangible assets, net	598,167			623,271
Real estate held for sale, net	248,093			270,681
Other assets, net	504,892			516,133
Total assets	$	12,500,064		$	12,521,772
Liabilities and Stockholders’ Equity
Bank line of credit	$	1,018,600		$	951,700
Bridge loan	1,350,000			1,350,000
Senior unsecured notes	3,820,868			3,819,950
Mortgage debt	1,274,795			1,280,761
Other debt	106,677			108,496
Intangible liabilities, net	269,638			278,553
Accounts payable and accrued liabilities	249,714			233,342
Deferred revenue	68,387			55,990
Total liabilities	8,158,679			8,078,792
Minority interests:
Joint venture partners	32,009			33,436
Non-managing member unitholders	281,729			305,835
Total minority interests	313,738			339,271
Commitments and contingencies
Stockholders’ equity:
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; 217,816,021 and 216,818,780 shares issued and outstanding, respectively	217,816			216,819
Additional paid-in capital	3,755,433			3,724,739
Cumulative dividends in excess of earnings	(174,878		)	(120,920		)
Accumulated other comprehensive loss	(55,897		)	(2,102		)
Total stockholders’ equity	4,027,647			4,103,709
Total liabilities and stockholders’ equity	$	12,500,064		$	12,521,772

7

HCP, Inc.

Projected Funds From Operations (1)

(Unaudited)

	2008
PROJECTED FUTURE OPERATIONS (Full Year 2008):	Low			High
Diluted earnings per common share	$	1.91		$	2.41
Gain on sales of real estate	(1.03		)	(1.45		)
Real estate depreciation and amortization	1.26			1.26
Joint venture adjustments	0.07			0.07
Diluted funds from operations per common share (2)	2.21			2.29
Merger-related charges (3)	0.02			0.02
Diluted funds from operations per common share before merger-related charges	$	2.23		$	2.31

(1)	Except as otherwise noted above, the foregoing projections reflect management’s view of current and future market conditions, including assumptions with respect to rental rates, occupancy levels, development activities, property dispositions and the earnings impact of the events referenced in this release. These estimates do not reflect the potential impact of future property acquisitions, impairments, realized losses on marketable securities, ineffectiveness related to our cash flow hedges, or existing and future litigation matters, including related developments, if any.  By definition, FFO does not include real estate-related depreciation and amortization or gains and losses associated with real estate disposition activities, but does include impairments. There can be no assurance that the Company’s actual results will not differ materially from the estimates set forth above. The aforementioned ranges represent management’s best estimate of results based upon the underlying assumptions as of the date of this press release.
(2)	The Company believes that diluted funds from operations per common share is an important supplemental measure of operating performance for a real estate investment trust. Because the historical cost accounting convention used for real estate assets requires 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 (computed in accordance with U.S. generally accepted accounting principles), excluding gains or losses from real estate dispositions, plus real estate depreciation and amortization, with adjustments for joint ventures. Adjustments for joint ventures are calculated to reflect FFO on the same basis. FFO does not represent cash generated from operating activities in accordance with U.S. generally accepted accounting principles, is not necessarily indicative of cash available to fund cash needs and should not be considered an alternative to net income. The Company’s 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 NAREIT definition or that have a different interpretation of the current NAREIT definition from the Company.
(3)	Merger-related charges primarily include amortization of fees associated with the Company’s bridge loan and integration costs.

8

HCP, Inc.

Pro forma Financial Leverage

(Unaudited)

	March 31,
	2008
Pro forma Total Gross Assets:
Consolidated total assets	$	12,500,064
Investments in and advances to unconsolidated joint ventures	(281,102		)
Accumulated depreciation and amortization	848,522
Accumulated depreciation and amortization from assets held for sale	65,397
Consolidated gross assets	$	13,132,881
HCP’s share of unconsolidated total assets	573,874
HCP’s share of unconsolidated accumulated depreciation and amortization	34,322
Total Gross Assets	$	13,741,077
Less: decrease in consolidated gross assets from April 2008 dispositions	237,000
Pro forma total gross assets	$	13,504,077
Pro forma Total Debt:
Bank line of credit	$	1,018,600
Bridge loan	1,350,000
Senior unsecured notes	3,820,868
Mortgage debt	1,274,795
Other debt	106,677
Consolidated debt	$	7,570,940
HCP’s share of unconsolidated mortgage debt	350,212
Total Debt	$	7,921,152
Less: Proceeds from April 2008 asset dispositions and issuance of equity	864,000
Pro forma total debt	$	7,057,152
Consolidated debt / consolidated gross assets	58		%
Pro forma consolidated debt / pro forma consolidated gross assets (2)	52		%
Financial leverage (1)	58		%
Pro forma financial leverage (2)	52		%

(1)

Financial Leverage represents Total Debt divided by Total Gross Assets. Total Debt represents the Company’s consolidated debt plus its pro rata share of debt from unconsolidated joint ventures. Total Gross Assets represents the carrying amount of total assets, excluding investments in and advances to unconsolidated joint ventures, after adding back accumulated depreciation and amortization, plus the Company’s pro rata share of total assets from unconsolidated joint ventures, after adding back accumulated depreciation and amortization. The Company believes that its Financial Leverage is a meaningful supplemental measure of its financial position, which enables both management and investors to analyze its leverage and to compare its leverage to that of other companies. The Company believes that the ratio of consolidated debt to consolidated gross assets is the most directly comparable GAAP measure to Financial Leverage.  The Company’s computation of its financial leverage may not be identical to the computations of financial leverage reported by other companies.  The Company’s share of total debt is not intended to reflect its actual liability or ability to access assets should there be a default under any or all of such loans or a liquidation of the joint ventures.

(2)

Pro forma calculations at March 31, 2008 reflects the impact of the disposition of assets and equity issuances in April 2008, assuming the proceeds from these transactions were used to repay a portion of amounts outstanding under the Company’s revolving credit facility at March 31, 2008.

9

EX-99.2

Exhibit 99.2

Supplemental Information

March 31, 2008

(Unaudited)

Sugar Land, TX	South San Francisco, CA	Dallas, TX	Walnut Creek, CA

Company Information (1)

Board of Directors
Robert R. Fanning, Jr.	Harold M. Messmer, Jr.
Managing Director (Retired),	Chairman and Chief Executive Officer
The Huron Consulting Group	Robert Half International, Inc.
James F. Flaherty III	Peter L. Rhein
Chairman and Chief Executive Officer	Partner, Sarlot & Rhein
HCP, Inc.
	Kenneth B. Roath
Christine N. Garvey	Chairman Emeritus, HCP, Inc.
Former Global Head of Corporate
Real Estate Services, Deutsche Bank AG	Richard M. Rosenberg
	Chairman and Chief Executive Officer
David B. Henry	(Retired), Bank of America
Vice Chairman and Chief Investment
Officer, Kimco Realty Corporation	Joseph P. Sullivan
	Chairman of the Board of Advisors
Lauralee E. Martin	RAND Health
Chief Operating and Financial Officer
Jones Lang LaSalle Incorporated
Michael D. McKee
Chief Executive Officer and Vice Chairman
The Irvine Company
Senior Management
Jon M. Bergschneider	Brian J. Maas
Senior Vice President	Senior Vice President
Life Science Estates	Associate General Counsel
George P. Doyle	Donald S. McNutt
Senior Vice President	Executive Vice President
Chief Accounting Officer	Operations
James F. Flaherty III	Stephen I. Robie
Chairman and	Senior Vice President
Chief Executive Officer	Financial Planning and Analysis
Paul F. Gallagher	Randall W. Rohner
Executive Vice President	Senior Vice President
Chief Investment Officer	Life Science Estates
Edward J. Henning	Timothy M. Schoen
Executive Vice President	Senior Vice President
General Counsel, Chief Administrative	Investment Management
Officer and Corporate Secretary
Thomas D. Kirby	Susan M. Tate
Senior Vice President	Senior Vice President
Acquisitions and Valuations	Asset Management
Thomas M. Klaritch	Mark A. Wallace
Executive Vice President	Executive Vice President
Medical Office Properties	Chief Financial Officer and Treasurer
Marshall D. Lees
Executive Vice President
Life Science Estates

Other Information

Corporate Headquarters	Nashville Office	Senior Debt Ratings
3760 Kilroy Airport Way, Suite 300	3100 West End Avenue, Suite 800	Moody’s	Baa3
Long Beach, CA 90806-2473	Nashville, TN 37203	Standard & Poor’s	BBB
(562) 733-5100		Fitch	BBB
Chicago Office	San Francisco Office	Stock Exchange Listing
444 North Michigan Avenue, Suite 3230 Chicago, IL 60611	400 Oyster Point Boulevard, Suite 409	NYSE
	South San Francisco, CA 94080
		Trading Symbol
		HCP	Common Stock
		HCP_pe	Series E Preferred Stock
		HCP_pf	Series F Preferred Stock

(1)   As of April 28, 2008.

See Reporting Definitions and Supplemental Financial Measures Disclosures

2

Highlights

	Three Months Ended March 31,
Dollars in thousands, except per share data	2008			2007
Revenues	$	252,177		$	213,644
NOI	199,282			165,188
Adjusted EBITDA	237,303			197,873
Net income applicable to common shares	45,129			140,005
FFO applicable to common shares	122,033			102,438
Per diluted common share:
EPS	$	0.21		$	0.68
FFO	0.56			0.50
FFO payout ratio per diluted common share	81		%	89		%
Adjusted fixed charge coverage	2.0		x	2.2		x
Financial leverage	58		%	52		%
Pro forma financial leverage(1)	52		%	N/A

Developments

·12% year-over-year growth in FFO per diluted share

·Received $336 million year-to-date from asset dispositions(3)

·Raised $560 million year-to-date from public equity offerings(3)

·Pro forma financial leverage at 52%(1)

·HCP added to the S&P 500 Index

Total Assets Under Management:  $13.4 Billion(2)

(1)	Reflects the impact of the disposition of assets and equity issuances in April 2008, assuming the proceeds from these transactions were used to repay a portion of amounts outstanding under the Company’s revolving credit facility.
(2)	Represents the historical cost of real estate owned by HCP, the carrying amount of mortgage loans and 100% of the cost of real estate owned by unconsolidated joint ventures as of March 31, 2008.
(3)	As of April 28, 2008.

See Reporting Definitions and Supplemental Financial Measures Disclosures

3

Consolidated Balance Sheets

	March 31,			December  31,
In thousands	2008			2007
ASSETS
Real estate:
Buildings and improvements	$	7,738,776		$	7,670,272
Development costs and construction in progress	330,730			372,947
Land	1,593,350			1,598,244
Less accumulated depreciation and amortization	722,224			661,795
Net real estate	8,940,632			8,979,668
Net investment in direct financing leases	642,572			640,052
Loans receivable, net	1,068,093			1,065,485
Investments in and advances to unconsolidated joint ventures	281,102			248,894
Accounts receivable, net	32,849			44,892
Cash and cash equivalents	154,000			96,269
Restricted cash	29,664			36,427
Intangible assets, net	598,167			623,271
Real estate held for sale, net	248,093			270,681
Other assets, net	504,892			516,133
Total assets	$	12,500,064		$	12,521,772
LIABILITIES AND STOCKHOLDERS’ EQUITY
Bank line of credit	$	1,018,600		$	951,700
Bridge loan	1,350,000			1,350,000
Senior unsecured notes	3,820,868			3,819,950
Mortgage debt	1,274,795			1,280,761
Other debt	106,677			108,496
Intangible liabilities, net	269,638			278,553
Accounts payable and accrued liabilities	249,714			233,342
Deferred revenue	68,387			55,990
Total liabilities	8,158,679			8,078,792
Minority interests:
Joint venture partners	32,009			33,436
Non-managing member unitholders	281,729			305,835
Total minority interests	313,738			339,271
Commitments and contingencies
Stockholders’ equity:
Preferred stock	285,173			285,173
Common stock	217,816			216,819
Additional paid-in capital	3,755,433			3,724,739
Cumulative dividends in excess of earnings	(174,878		)	(120,920		)
Accumulated other comprehensive loss	(55,897		)	(2,102		)
Total stockholders’ equity	4,027,647			4,103,709
Total liabilities and stockholders’ equity	$	12,500,064		$	12,521,772

See Reporting Definitions and Supplemental Financial Measures Disclosures

4

Consolidated Statements of Income

	Three Months Ended March 31,
In thousands, except per share data	2008			2007
Revenues:
Rental and related revenues	$	213,287		$	177,933
Tenant recoveries	22,449			14,483
Income from direct financing leases	14,974			14,990
Investment management fee income	1,467			6,238
	252,177			213,644
Costs and expenses:
Interest	96,370			78,744
Depreciation and amortization	79,276			58,323
Operating	51,428			42,218
General and administrative	20,538			20,107
	247,612			199,392
Income before equity income from unconsolidated joint ventures, interest and other income, net, minority interests’ share of earnings, income taxes and discontinued operations	4,565			14,252
Equity income from unconsolidated joint ventures	1,288			1,214
Interest and other income, net	35,326			14,466
Minority interests’ share of earnings	(5,716		)	(5,235		)
Income taxes	(2,245		)	(467		)
Income from continuing operations	33,218			24,230
Discontinued operations:
Income before gain on sales of real estate, net of taxes	7,056			17,013
Gain on sales of real estate	10,138			104,045
	17,194			121,058
Net income	50,412			145,288
Preferred stock dividends	(5,283		)	(5,283		)
Net income applicable to common shares	$	45,129		$	140,005
Basic earnings per common share (EPS):
Continuing operations	$	0.13		$	0.09
Discontinued operations	0.08			0.60
Net income applicable to common shares	$	0.21		$	0.69
Diluted earnings per common share:
Continuing operations	$	0.13		$	0.09
Discontinued operations	0.08			0.59
Net income applicable to common shares	$	0.21		$	0.68
Weighted average shares used to calculate EPS:
Basic	216,773			204,000
Diluted	217,663			205,909
Dividends declared per common share	$	0.455		$	0.445

See Reporting Definitions and Supplemental Financial Measures Disclosures

5

Consolidated Statements of Cash Flows

	Three Months Ended March 31,
In thousands	2008			2007
Cash flows from operating activities:
Net income	$	50,412		$	145,288
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	79,276			58,323
Discontinued operations	3,082			6,050
Amortization of below market lease intangibles, net	(2,152		)	(274		)
Stock-based compensation	3,526			2,478
Amortization of debt issuance costs	3,039			3,654
Recovery of loan losses	—			(125		)
Straight-line rents	(9,782		)	(7,838		)
Interest accretion	(6,292		)	(1,943		)
Deferred rental revenue	8,605			3,627
Equity income from unconsolidated joint ventures	(1,288		)	(1,214		)
Distributions of earnings from unconsolidated joint ventures	1,191			1,011
Minority interests’ share of earnings	5,716			5,235
Gain on sales of real estate	(10,138		)	(104,045		)
Marketable securities losses (gains), net	113			(1,012		)
Changes in:
Accounts receivable	12,043			(2,934		)
Other assets	10,480			(7,308		)
Accounts payable and accrued liabilities	(16,156		)	(11,974		)
Net cash provided by operating activities	131,675			86,999
Cash flows from investing activities:
Cash used in acquisitions and development of real estate	(42,962		)	(222,006		)
Lease commissions and tenant and capital improvements	(18,107		)	(8,080		)
Proceeds from sales of real estate, net	29,590			170,102
Contributions to unconsolidated joint ventures	(472		)	—
Distributions in excess of earnings from unconsolidated joint ventures	2,316			276,209
Proceeds from the sale of marketable securities	—			4,454
Principal repayments on loans receivable	2,155			3,832
Investments in loans receivable and marketable securities	(602		)	(4,843		)
Decrease in restricted cash	6,763			7,837
Net cash provided by (used in) investing activities	(21,319		)	227,505

See Reporting Definitions and Supplemental Financial Measures Disclosures

6

Consolidated Statements of Cash Flows

	Three Months Ended March 31,
In thousands	2008			2007
Cash flows from financing activities:
Net borrowings (repayments) under bank lines of credit	66,900			(434,500		)
Repayments of term loan	—			(504,593		)
Repayments of mortgage debt	(12,071		)	(5,295		)
Issuance of mortgage debt	—			18,069
Repayments of senior unsecured notes	—			(10,000		)
Issuance of senior unsecured notes	—			500,000
Debt issuance costs	—			(6,952		)
Net proceeds from the issuance of common stock and exercise of options	4,243			271,460
Dividends paid on common and preferred stock	(104,370		)	(97,061		)
Distributions to minority interests	(7,327		)	(3,396		)
Net cash used in financing activities	(52,625		)	(272,268		)
Net increase in cash and cash equivalents	57,731			42,236
Cash and cash equivalents, beginning of period	96,269			60,687
Cash and cash equivalents, end of period	$	154,000		$	102,923

See Reporting Definitions and Supplemental Financial Measures Disclosures

7

Consolidated Funds From Operations

	Three Months Ended March 31,
Dollars in thousands, except per share data	2008			2007
Net income applicable to common shares	$	45,129		$	140,005
Depreciation and amortization of real estate, in-place lease and other intangibles:
Continuing operations	79,276			58,323
Discontinued operations	3,082			6,050
Gain on sales of real estate	(10,138		)	(104,045		)
Equity income from unconsolidated joint ventures	(1,288		)	(1,214		)
FFO from unconsolidated joint ventures	6,620			4,114
Minority interests’ share of earnings	5,716			5,235
Minority interests’ share of FFO	(6,364		)	(6,030		)
FFO applicable to common shares	$	122,033		$	102,438
Distributions on convertible units	$	4,767		$	2,629
Diluted FFO applicable to common shares	$	126,800		$	105,067
Basic FFO per common share	$	0.56		$	0.50
Diluted FFO per common share	$	0.56		$	0.50
Weighted average shares used to calculate diluted FFO per common share	227,183			211,777
Dividends declared per common share	$	0.455		$	0.445
FFO payout ratio per common share	81.3		%	89.0		%
Impact of merger-related charges	$	1,189		$	10,189
Per common share impact of merger-related charges on diluted FFO	$	—		$	0.04
FFO payout ratio per common share prior to merger-related charges	81.3		%	82.4		%
Consolidated selected supplemental cash flow information:
Amortization of below market lease intangibles, net	$	2,152		$	274
Stock-based compensation	3,526			2,478
Amortization of debt issuance costs	3,039			3,654
Straight-line rents	9,782			7,838
Interest accretion	6,292			1,943
Increase in deferred revenues – tenant improvement related	4,585			—
Increase in SAB 104 deferred revenue	4,020			3,627
Lease commissions and tenant and capital improvements	18,107			8,080
Capitalized interest	9,362			95
HCP’s share of selected supplemental cash flow information from unconsolidated joint ventures(1):
Amortization of market lease intangibles, net	$	264		$	201
Amortization of debt issuance costs	74			65
Straight-line rents	1,186			1,413
Lease commissions and tenant and capital improvements	288			11

(1)Includes pro-rata share of our unconsolidated institutional joint ventures.

See Reporting Definitions and Supplemental Financial Measures Disclosures

8

Capitalization

Dollars in thousands

Debt Maturities and Scheduled Principal Repayments

March 31, 2008

																		HCP’s Share of
							Senior											Unconsolidated
	Bank Lines						Unsecured			Mortgage			Other		Consolidated			Mortgage
	of Credit			Bridge Loan			Notes			Debt			Debt(1)		Debt			Debt(2)			Total Debt
2008 (nine months)	$	—		$	—		$	300,000		$	84,812		$	106,677	$	491,489		$	3,968		$	495,457
2009	—			1,350,000			—			271,323			—		1,621,323			5,216			1,626,539
2010	—			—			206,421			293,783			—		500,204			5,556			505,760
2011	1,018,600			—			300,000			129,964			—		1,448,564			6,235			1,454,799
2012	—			—			250,000			102,277			—		352,277			13,571			365,848
2013	—			—			550,000			46,894			—		596,894			44,547			641,441
2014	—			—			87,000			168,805			—		255,805			4,147			259,952
2015	—			—			400,000			32,539			—		432,539			15,073			447,612
2016	—			—			400,000			53,339			—		453,339			50,721			504,060
2017	—			—			750,000			22,797			—		772,797			201,900			974,697
Thereafter	—			—			600,000			61,519			—		661,519			—			661,519
Subtotal	1,018,600			1,350,000			3,843,421			1,268,052			106,677		7,586,750			350,934			7,937,684
(Discounts) and premiums, net	—			—			(22,553		)	6,743			—		(15,810		)	(722		)	(16,532		)
Total	$	1,018,600		$	1,350,000		$	3,820,868		$	1,274,795		$	106,677	$	7,570,940		$	350,212		$	7,921,152
Weighted average interest rate	4.28		%	4.00		%	5.99		%	5.95		%	N/A		5.39		%	5.73		%	5.40		%
Weighted average maturity in years	3.38			1.35			6.53			4.53			N/A		4.82			8.65			4.99

Capitalization Ratios

	March 31,		December 31,
	2008		2007
Total Debt/Total Book Capitalization	64.6	%	63.9	%
Total Debt/Total Undepreciated Book Capitalization	60.0	%	59.8	%
Consolidated Debt/Consolidated Gross Assets	57.6	%	57.3	%
Total Debt/Total Gross Assets	57.6	%	57.4	%
Consolidated Secured Debt/Consolidated Gross Assets	9.7	%	9.8	%
Total Secured Debt/Total Gross Assets	11.8	%	11.9	%
Consolidated Debt/Consolidated Market Capitalization	48.8	%	48.0	%
Total Debt/Total Market Capitalization	49.9	%	49.2	%

Variable Rate Debt

	March 31,		December 31,
	2008		2007
Fixed and variable rate ratios
Fixed rate	63.5	%	64.1	%
Variable rate	36.5	%	35.9	%
	100.0	%	100.0	%

(1)In connection with the CRP merger on October 5, 2006, the Company assumed non-interest bearing Life Care Bonds at two of its CCRCs and non-interest bearing occupancy fee deposits at another of its senior housing facilities.

(2)Includes pro-rata share of our unconsolidated institutional joint ventures.

See Reporting Definitions and Supplemental Financial Measures Disclosures

9

Investments and Dispositions

Dollars in thousands

Investments

Description	Capacity	Segment	Investment
Property acquisitions:
First quarter
Orangevale, CA	104 units	Senior housing	$	10,878
Total fundings for development, tenant and capital improvements			$	48,711
Total investments			$	59,589
Weighted average yield on acquisition			8.5		%

Dispositions

Description	Capacity	Segment	Sales Price, Net of Costs
Property dispositions:
First quarter
Texas City, TX	150 beds	Skilled nursing	$	8,925
Galveston, TX	150 beds	Skilled nursing	8,925
Port Arthur, TX	150 beds	Skilled nursing	8,925
Arlington, TX	80 beds	Senior housing	2,875
Total property dispositions			$	29,650
Weighted average exit yield			8.7		%

See Reporting Definitions and Supplemental Financial Measures Disclosures

10

Development(1)

Dollars and square feet in thousands

Development Projects in Process

					Estimated
			Estimated	Rent	Rentable
			Completion	Commencement	Square
Name of Project	Location	Segment	Date	Date	Feet
East Grand (Building 7)	So. San Francisco, CA	Life science	1Q 2008	1Q 2008	93
East Grand (Building 8)	So. San Francisco, CA	Life science	2Q 2008	2Q 2008	82
East Grand (Building 9)	So. San Francisco, CA	Life science	2Q 2008	2Q 2008	54
Oyster Point II (Building A)	So. San Francisco, CA	Life science	4Q 2008	4Q 2008	115
Oyster Point II (Building B)	So. San Francisco, CA	Life science	4Q 2008	1Q 2009	122
Oyster Point II (Building C)	So. San Francisco, CA	Life science	4Q 2008	N/A	78
					544
	Estimated total investment				$	426,543
	Investment-to-date(2)				$	348,988
	Percentage pre-leased				86		%

Land Held for Future Development

				Estimated
				Rentable
			Gross Site	Square
Name of Project	Location	Segment	Acreage	Feet
Forbes Research Center	So. San Francisco, CA	Life science	7	326
Sierra Point	So. San Francisco, CA	Life science	23	540
Bressi I	Carlsbad, CA	Life science	23	397
Bressi II	Carlsbad, CA	Life science	18	300
Poway I	Poway, CA	Life science	41	676
Poway II	Poway, CA	Life science	31	585
Torrey Pines Science Center	Torrey Pines, CA	Life science	6	93
			149	2,917

(1)Excludes potential redevelopment assets.

(2)Investment-to-date includes $65 million of land and $11 million of net intangible assets, which are not included in development costs and construction in progress on our consolidated balance sheet.

See Reporting Definitions and Supplemental Financial Measures Disclosures

11

Investment Management Business

As of and for the three months ended March 31, 2008

Dollars in thousands

									HCP’s
		Date	HCP’s		Joint		HCP’s Net		Investment		Initial
	Primary	Established/	Ownership		Venture’s		Equity		Management		Term (in
Joint Venture(1)	Segment	Acquired	Percentage		Investment		Investment		Fee Income		years)
HCP Ventures II	Senior housing	January-07	35	%	$	1,097,267	$	143,318	$	796	Indefinite
HCP Ventures III	Medical office	October-06	30	%(2)	140,579		13,118		108		10
HCP Ventures IV	Medical office	April-07	20	%	647,666		48,115		562		10
HCP Life Science(4)	Life Science	August-07	50%-63	%	51,611		68,451		1		97-98
					$	1,937,123	$	273,002	$	1,467

Funds From Operations

	Three Months Ended March 31, 2008										Three Months Ended March 31, 2007
	HCP Ventures II		HCP Ventures III			HCP Ventures IV			HCP Life Science		HCP Ventures II		HCP Ventures III			HCP Ventures IV(3)		HCP Life Science(4)
Net income (loss)	$	2,734	$	93		$	(2,008	)	$	1,152	$	2,404	$	466		$	—	$	—
Depreciation and amortization of real estate and in-place lease intangibles	7,141		1,249			6,538			566		7,218		984			—		—
	9,875		1,342			4,530			1,718		9,622		1,450			—		—
HCP’s share of FFO from unconsolidated joint ventures	$	3,456	$	403		$	906		$	993	$	3,368	$	435		$	—	$	—
Selected supplemental cash flow information:
Amortization of above and (below) market lease intangibles, net	$	697	$	(141	)	$	311		$	—	$	697	$	(142	)	$	—	$	—
Amortization of debt issuance costs	130		38			43			15		152		38			—		—
Straight-line rents	3,128		(30		)	555			38		3,824		250			—		—
Lease commissions and tenant and capital improvements	—		10			497			379		—		35			—		—

(1)Excludes unconsolidated joint ventures outside of the investment management business.

(2)The Company owns an 85% interest in HCP Birmingham Portfolio LLC, which owns a 30% interest in HCP Ventures III.

(3)At March 31, 2007, HCP Ventures IV’s assets were wholly owned by the Company.

(4)Includes three partnerships that collectively own 4 life science facilities.  The partnerships were acquired as part of our purchase of Slough Estates USA Inc. on August 1, 2007.

See Reporting Definitions and Supplemental Financial Measures Disclosures

12

Investment Management Business

In thousands

Balance Sheets

	March 31, 2008								December 31, 2007
	HCP Ventures II		HCP Ventures III		HCP Ventures IV		HCP Life Science(1)		HCP Ventures II		HCP Ventures III		HCP Ventures IV		HCP Life Science(1)
ASSETS
Real estate:
Buildings and improvements	$	936,095	$	129,704	$	516,473	$	43,124	$	936,095	$	129,144	$	515,520	$	43,118
Development costs and construction in progress	—		—		3,027		216		—		551		4,709		—
Land	108,907		1,780		65,709		8,271		108,907		1,780		65,698		8,271
Less accumulated depreciation and amortization	40,758		6,907		23,575		23,294		33,965		6,092		19,384		22,761
Net real estate	1,004,244		124,577		561,634		28,317		1,011,037		125,383		566,543		28,628
Cash and cash equivalents and restricted cash	5,585		3,193		11,950		2,042		6,998		850		13,937		1,342
Other assets, net	28,225		3,481		10,956		8,225		25,434		4,346		8,264		8,752
Intangible assets, net	47,249		11,942		59,815		—		48,321		12,397		62,755		—
Total assets	$	1,085,303	$	143,193	$	644,355	$	38,584	$	1,091,790	$	142,976	$	651,499	$	38,722
LIABILITIES AND PARTNERS’ CAPITAL
Mortgage debt	$	675,553	$	91,730	$	378,795	$	18,230	$	677,764	$	91,730	$	378,842	$	19,019
Intangible liabilities, net	1,256		5,417		12,558		—		1,282		5,581		12,925		—
Accounts payable, accrued liabilities and deferred revenue	5,198		2,352		12,435		834		7,082		2,063		15,138		1,296
Total liabilities	682,007		99,499		403,788		19,064		686,128		99,374		406,905		20,315
HCP’s capital	138,392		11,495		37,973		11,225		139,248		11,468		38,778		10,733
Partners’ capital	264,904		32,199		202,594		8,295		266,414		32,134		205,816		7,674
Total liabilities and members’ capital	$	1,085,303	$	143,193	$	644,355	$	38,584	$	1,091,790	$	142,976	$	651,499	$	38,722

Statements of Operations

	Three Months Ended March 31, 2008									Three Months Ended March 31, 2007
	HCP Ventures II		HCP Ventures III		HCP Ventures IV			HCP Life Science(1)		HCP Ventures II		HCP Ventures III		HCP Ventures IV(2)		HCP Life Science(1)
Rental and related revenues:
Rental and related revenues	$	20,921	$	3,315	$	14,425		$	2,060	$	20,609	$	3,373	$	—	$	—
Tenant recoveries	—		1,177		3,140			347		—		1,154		—		—
	20,921		4,492		17,565			2,407		20,609		4,527		—		—
Costs and expenses:
Interest	9,835		1,434		5,506			341		9,846		1,436		—		—
Depreciation and amortization	7,141		1,249		6,538			566		7,218		984		—		—
Operating	—		1,562		6,816			345		—		1,505		—		—
General and administrative	1,247		164		716			14		1,141		136		—		—
	18,223		4,409		19,576			1,266		18,205		4,061		—		—
Operating income (loss)	2,698		83		(2,011		)	1,141		2,404		466
Interest and other income, net	36		10		3			11		—		—
Net income (loss)	$	2,734	$	93	$	(2,008	)	$	1,152	$	2,404	$	466	$	—	$	—

(1)Includes three partnerships that collectively own 4 life science facilities.  The partnerships were acquired as part of our purchase of Slough Estates USA Inc. on August 1, 2007.

(2)At March 31, 2007, HCP Ventures IV’s assets were wholly owned by the Company.

See Reporting Definitions and Supplemental Financial Measures Disclosures

13

Investment Management Business

In thousands

Net Operating Income

	Three Months Ended March 31, 2008												Three Months Ended March 31, 2007
	HCP			HCP			HCP			HCP			HCP		HCP		HCP		HCP
	Ventures II			Ventures III			Ventures IV			Life Science(1)			Ventures II		Ventures III		Ventures IV(2)		Life Science(1)
Net income (loss)	$	2,734		$	93		$	(2,008	)	$	1,152		$	2,404	$	466	$	—	$	—
Interest expense	9,835			1,434			5,506			341			9,846		1,436		—		—
Depreciation and amortization	7,141			1,249			6,538			566			7,218		984		—		—
General and administrative	1,247			164			716			14			1,141		136		—		—
Interest and other income, net	(36		)	(10		)	(3		)	(11		)	—		—		—		—
NOI	$	20,921		$	2,930		$	10,749		$	2,062		$	20,609	$	3,022	$	—	$	—
HCP’s share of NOI from unconsolidated joint ventures	$	7,322		$	879		$	2,150		$	1,186		$	7,213	$	907	$	—	$	—

EBITDA

	Three Months Ended March 31, 2008									Three Months Ended March 31, 2007
	HCP		HCP		HCP			HCP		HCP		HCP		HCP		HCP
	Ventures II		Ventures III		Ventures IV			Life Science(1)		Ventures II		Ventures III		Ventures IV(2)		Life Science(1)
Net income (loss)	$	2,734	$	93	$	(2,008	)	$	1,152	$	2,404	$	466	$	—	$	—
Interest expense	9,835		1,434		5,506			341		9,846		1,436		—		—
Depreciation and amortization	7,141		1,249		6,538			566		7,218		984		—		—
EBITDA	$	19,710	$	2,776	$	10,036		$	2,059	$	19,468	$	2,886	$	—	$	—
HCP’s share of EBITDA from unconsolidated joint ventures	$	6,899	$	833	$	2,007		$	1,185	$	6,814	$	866	$	—	$	—

(1)Includes three partnerships that collectively own 4 life science facilities.  The partnerships were acquired as part of our purchase of Slough Estates USA Inc. on August 1, 2007.

(2)At March 31, 2007, HCP Ventures IV’s assets were wholly owned by the Company.

See Reporting Definitions and Supplemental Financial Measures Disclosures

14

Investment Management Business

In thousands

Mortgage Debt Maturities and Scheduled Principal Repayments

March 31, 2008

																HCP’s Share
																of
																Unconsolidated
	HCP			HCP			HCP			HCP						Mortgage
	Ventures II			Ventures III			Ventures IV			Life Science			Total			Debt
2008 (nine months)	$	6,693		$	—		$	675		$	2,617		$	9,985		$	3,968
2009	9,567			—			937			2,894			13,398			5,216
2010	10,130			—			1,049			3,103			14,282			5,556
2011	10,726			—			2,742			3,328			16,796			6,235
2012	11,253			—			37,802			3,569			52,624			13,571
2013	118,124			—			8,450			2,719			129,293			44,547
2014	10,359			—			2,606			—			12,965			4,147
2015	10,969			—			56,169			—			67,138			15,073
2016	10,821			91,730			97,075			—			199,626			50,721
2017	477,486			—			173,898			—			651,384			201,900
Subtotal	676,128			91,730			381,403			18,230			1,167,491			350,934
Discounts, net	(575		)	—			(2,605		)	—			(3,180		)	(722		)
Total debt	$	675,553		$	91,730		$	378,798		$	18,230		$	1,164,311		$	350,212
HCP’s share of total debt	$	236,444		$	27,519		$	75,760		$	10,489		$	350,212
Weighted average interest rate(1)	5.66		%	6.02		%	5.56		%	7.01		%	5.67		%	5.73		%
Weighted average maturity in years	9.01			8.29			8.10			5.45			8.65

(1)Mortgage debt is 100% fixed rate debt.

See Reporting Definitions and Supplemental Financial Measures Disclosures

15

Operating Portfolio

As of and for the three months ended March 31, 2008, dollars and square feet in thousands

Consolidated Portfolio

	Property			Average			EBITDAR	EBITDARM
Segment	Count	Investment		Age (Years)	Capacity	Occupancy %	CFC/DSC	CFC/DSC
Senior housing	240	$	4,150,949	12	25,828 Units	90.2	1.12 x	1.36 x
Life science	97	2,660,989		13	6,024 Sq. Ft.	81.0	N/A	N/A
Medical office	205	2,232,462		16	13,896 Sq. Ft.	90.0	N/A	N/A
Hospital	23	1,188,452		17	3,239 Beds	52.4	2.27 x	2.69 x
Skilled nursing	51	1,160,284		23	6,050 Beds	85.9	1.44 x	1.98 x
	616	$	11,393,136	15

Portfolio Diversification

Relationship Concentration
	Annualized Revenues
Company	Amount		%
Sunrise Senior Living	$	133,170	18
HCR ManorCare	91,024		12
HCA	70,455		9
Brookdale	57,989		8
Tenet Healthcare Corporation	41,260		5
Emeritus Corporation	23,822		3
Genentech	22,394		3
Aegis Senior Living	19,255		3
Amgen	19,200		3
Cirrus Health	19,052		3
Kindred	15,181		2
Other	233,646		31
	$	746,448	100

Geographic Concentration(1)
	Investment			Rental Revenues &		Interest		Operating
State	Amount		%	DFL Income		Income		Expenses
CA	$	3,663,901	36	$	76,529	$	73	$	16,282
TX	1,279,710		12	38,666		913		11,272
FL	680,446		7	17,558		—		3,466
CO	385,316		4	10,080		382		2,767
VA	382,578		4	7,417		—		414
WA	308,036		3	8,758		—		2,727
NJ	280,589		3	5,096		—		—
UT	252,559		2	7,637		—		1,435
MD	210,679		2	5,050		—		382
IL	199,619		2	3,741		—		104
TN	192,959		2	8,816		—		2,978
Other	2,293,946		23	61,362		127		9,601
	$	10,130,338	100	$	250,710	$	1,495	$	51,428

(1)   Geographic concentration excludes Mezzanine Loans and Other Debt Investments as the investment and revenues associated with those assets cannot be allocated to a particular geographic region.

See Reporting Definitions and Supplemental Financial Measures Disclosures

16

Operating Portfolio

In thousands

Consolidated Portfolio

	Three Months Ended March 31, 2008
Segment	Rental Revenues		Operating Expenses		NOI		Interest Income
Senior housing	$	86,276	$	3,637	$	82,639	$	316
Life science	52,611		11,684		40,927		—
Medical office	80,647		35,240		45,407		—
Hospital	22,383		867		21,516		10,584
Skilled nursing	8,793		—		8,793		23,185
	$	250,710	$	51,428	$	199,282	$	34,085

See Reporting Definitions and Supplemental Financial Measures Disclosures

17

Operating Portfolio

As of and for the three months ended March 31, 2008, dollars and square feet in thousands

Owned Property Portfolio

	Property			Rental		Operating		Average			EBITDAR			EBITDARM
Segment	Count	Investment		Revenues		Expenses		Age (Years)	Capacity	Occupancy %	Amount		CFC	Amount		CFC
Senior housing	207	$	3,503,732	$	71,302	$	3,637	11	22,519 Units	90.2	$	287,343	1.13 x	$	348,090	1.37 x
Life science	97	2,660,989		52,611		11,684		13	6,024 Sq.Ft.	81.0	N/A		N/A	N/A		N/A
Medical office	205	2,232,462		80,647		35,240		16	13,896 Sq.Ft.	90.0	N/A		N/A	N/A		N/A
Hospital	22	793,072		22,383		867		24	3,181 Beds	52.4	173,152		2.26 x	204,775		2.67 x
Skilled nursing	48	242,159		8,793		—		23	5,608 Beds	86.0	46,273		1.39 x	64,387		1.94 x
	579	$	9,432,414	$	235,736	$	51,428	15

Direct Financing Lease Portfolio

Property

Average

EBITDAR

EBITDARM

Segment

Count

Investment

DFL Income

Age (Years)

Capacity

Occupancy %

Amount

CFC

Amount

CFC

Senior housing

30

$

629,248

$

14,974

11

3,141 Units

91.1

$

37,979

1.05 x

$

48,548

1.34 x

Secured Loan Portfolio

	Property			Interest		Average			EBITDAR			EBITDARM
Segment	Count	Investment		Income		Age (Years)	Capacity	Occupancy %	Amount		DSC	Amount		DSC
Senior housing	3	$	17,969	$	316	15	168 Units	82.7	$	850	1.94 x	$	1,026	2.35 x
Hospital	1	35,308		750		9	58 Beds	51.8	7,564		2.52 x	9,077		3.02 x
Skilled nursing	3	15,399		429		29	442 Beds	84.9	5,143		2.09 x	6,479		2.63 x
	7	$	68,676	$	1,495	20

Mezzanine Loans and Other Debt Investments

			Interest
Segment	Investment		Income
Hospital	$	360,072	$	9,834
Skilled nursing	902,726		22,756
	$	1,262,798	$	32,590

See Reporting Definitions and Supplemental Financial Measures Disclosures

18

Operating Portfolio

As of and for the three months ended March 31, 2008, dollars and square feet in thousands

Lease Expirations and Secured Loan Maturities

			Expiration Year
Sector	Total		2008		2009		2010		2011		2012		2013		2014		2015		2016		2017		Thereafter
Senior housing:
Properties	240		1		2		4		4		4		6		8		2		24		26		159
Annualized revenues	$	296,895	$	72	$	294	$	656	$	1,071	$	1,075	$	23,597	$	15,601	$	3,156	$	26,016	$	29,539	$	195,818
Life science:
Square feet	4,879		302		385		615		375		157		136		330		424		197		577		1,381
Annualized revenues	$	157,112	$	5,875	$	7,904	$	12,286	$	12,738	$	3,600	$	3,234	$	6,837	$	14,064	$	5,687	$	20,434	$	64,453
Medical office:
Square feet	12,512		1,840		1,829		1,917		1,238		1,475		849		644		584		403		459		1,274
Annualized revenues	$	250,456	$	36,277	$	39,369	$	38,352	$	26,156	$	29,140	$	15,218	$	15,032	$	11,240	$	8,047	$	9,696	$	21,929
Hospital:
Properties	23		2		6		1		—		—		—		—		1		1		3		9
Annualized revenues	$	76,466	$	2,048	$	38,288	$	2,973	$	—	$	—	$	—	$	—	$	369	$	3,001	$	5,524	$	24,263
Skilled nursing:
Properties	51		1		5		2		—		—		10		9		5		5		9		5
Annualized revenues	$	34,909	$	637	$	2,255	$	1,273	$	—	$	—	$	6,678	$	6,547	$	3,090	$	4,513	$	7,683	$	2,233
Total:
Annualized revenues	$	815,838	$	44,909	$	88,110	$	55,540	$	39,965	$	33,815	$	48,727	$	44,017	$	31,919	$	47,264	$	72,876	$	308,696

See Reporting Definitions and Supplemental Financial Measures Disclosures

19

Same Property Portfolio

As of March 31, 2008, except NOI data, dollars and square feet in thousands

				Senior			Life			Medical						Skilled
	Total			Housing			Science			Office			Hospital			Nursing
Property count	481			203			13			201			16			48
Investment	$	6,402,635		$	3,463,837		$	166,601		$	1,977,584		$	552,454		$	242,159
Percent of owned property portfolio (by investment)	67.9			98.9			6.3			88.6			69.7			100.0
Capacity				22,242 Units			898 Sq. Ft.			12,925 Sq. Ft.			2,193 Beds			5,608 Beds
NOI for the three months ended:
March 31, 2008	$	136,751		$	67,065		$	2,423		$	44,429		$	14,041		$	8,793
December 31, 2007	$	147,098		$	75,217		$	1,951		$	43,949		$	16,992		$	8,989
Same property % change in NOI	(7.0		)	(10.8		)	24.2			1.1			(17.4		)	(2.2		)
Adjusted NOI for the three months ended:
March 31, 2008	$	131,759		$	63,531		$	2,481		$	43,074		$	14,010		$	8,663
December 31, 2007	$	144,228		$	72,170		$	2,639		$	43,109		$	17,451		$	8,859
Same property % change in Adjusted NOI	(8.6		)	(12.0		)	(6.0		)	(0.1		)	(19.7		)	(2.2		)
NOI for the three months ended:
March 31, 2008	$	136,751		$	67,065		$	2,423		$	44,429		$	14,041		$	8,793
March 31, 2007	$	135,907		$	63,461		$	3,847		$	45,513		$	14,589		$	8,497
Same property % change in NOI	0.6			5.7			(37.0		)	(2.4		)	(3.8		)	3.5
Adjusted NOI for the three months ended:
March 31, 2008	$	131,759		$	63,531		$	2,481		$	43,074		$	14,010		$	8,663
March 31, 2007	$	128,764		$	60,448		$	2,943		$	42,575		$	14,451		$	8,347
Same property % change in Adjusted NOI	2.3			5.1			(15.7		)	1.2			(3.1		)	3.8

See Reporting Definitions and Supplemental Financial Measures Disclosures

20

Senior Housing Portfolio

As of and for the three months ended March 31, 2008, dollars in thousands

Owned Property	Property			Rental		Operating		Average			EBITDAR				EBITDARM
Portfolio	Count	Investment		Revenues		Expenses		Age (Years)	Units	Occupancy %	Amount		CFC		Amount		CFC
Assisted living	170	$	2,300,490	$	45,714	$	3,637	11	14,419	89.2	$	172,230	1.09	x	$	212,912	1.35	x
Independent living	28	663,663		13,417		—		14	4,561	89.0	53,872		1.03	x	62,432		1.19	x
CCRCs	9	539,579		12,171		—		19	3,539	95.5	61,241		1.38	x	72,746		1.63	x
	207	$	3,503,732	$	71,302	$	3,637	11	22,519	90.2	$	287,343	1.13	x	$	348,090	1.37	x

Direct Financing  Lease	Property					Average			EBITDAR			EBITDARM
Portfolio	Count	Investment		DFL Income		Age (Years)	Units	Occupancy %	Amount		CFC	Amount		CFC
Assisted living	27	$	569,748	$	12,740	11	3,141	91.1	$	37,979	1.05 x	$	48,548	1.34 x
CCRCs(1)	3	59,500		2,234
	30	$	629,248	$	14,974

Secured Loan	Property			Interest		Average			EBITDAR			EBITDARM
Portfolio	Count	Investment		Income		Age (Years)	Units	Occupancy%	Amount		DSC	Amount		DSC
Assisted living	2	$	4,800	$	73	11	68	—	$	—	N/A	$	—	N/A
Independent living	1	3,119		81		24	100	82.7	850		1.94 x	1,026		2.35 x
CCRCs(2)	—	10,050		162		—
	3	$	17,969	$	316	15	168

(1)Represents ground leases on CCRCs.

(2)Represents a secured construction loan on one CCRC included in the direct financing lease portfolio.

See Reporting Definitions and Supplemental Financial Measures Disclosures

21

Senior Housing Portfolio

As of and for the three months ended March 31, 2008, dollars in thousands

Portfolio Diversification

Operator Concentration

	Properties		Investment			Rental Revenues & Interest Income					EBITDAR		EBITDARM
Operator	Count	% Pooled	Amount		%	Amount		%	Units	Occupancy %	CFC/DSC		CFC/DSC
Sunrise Senior Living	101	100	$	2,225,040	54	$	38,639	45	11,730	90.6	1.07	x	1.34	x
Brookdale	24	92	675,054		16	16,996		20	4,793	94.5	1.28	x	1.52	x
Aegis Senior Living	12	67	258,008		6	5,604		6	957	89.0	1.03	x	1.19	x
Emeritus Corporation	26	88	245,405		6	6,818		8	2,372	91.6	1.24	x	1.46	x
Capital Senior Living	15	73	176,517		4	3,581		4	1,530	87.7	1.15	x	1.31	x
Harbor Retirement Associates	10	90	159,478		4	2,246		2	1,069	82.0	0.89	x	1.22	x
Atria Senior Living Group	6	100	88,076		2	2,276		3	900	86.8	0.99	x	1.14	x
Other	46	50	323,371		8	10,432		12	2,477	83.4	1.02	x	1.29	x
	240	85	$	4,150,949	100	$	86,592	100	25,828	90.2	1.12	x	1.36	x

Geographic Concentration

	Property	Investment			Rental Revenues & Interest Income					EBITDAR		EBITDARM
State	Count	Amount		%	Amount		%	Units	Occupancy %	CFC/DSC		CFC/DSC
CA	28	$	582,907	14	$	11,281	13	3,228	86.9	1.10	x	1.38	x
FL	30	478,303		12	10,484		12	3,859	90.4	1.19	x	1.46	x
TX	30	384,477		9	9,562		11	3,240	88.6	1.17	x	1.37	x
NJ	13	280,589		7	5,096		6	1,230	92.2	1.06	x	1.26	x
VA	10	278,664		7	4,546		5	1,347	91.9	1.10	x	1.30	x
IL	11	187,218		5	3,495		4	911	93.1	1.19	x	1.42	x
MD	9	182,087		4	4,078		5	828	89.0	0.93	x	1.16	x
CO	5	168,931		4	3,268		4	871	93.4	1.21	x	1.51	x
MI	8	154,261		4	3,558		4	900	89.3	0.80	x	1.05	x
AL	4	143,123		3	3,324		4	683	92.4	0.99	x	1.15	x
PA	2	137,400		3	2,975		4	542	96.8	1.52	x	1.78	x
WA	8	132,609		3	2,057		2	571	83.2	0.77	x	0.99	x
Other	82	1,040,380		25	22,868		26	7,618	91.1	1.16	x	1.42	x
	240	$	4,150,949	100	$	86,592	100	25,828	90.2	1.12	x	1.36	x

See Reporting Definitions and Supplemental Financial Measures Disclosures

22

Senior Housing Portfolio

Dollars in thousands

Portfolio Trends

	Same Property Portfolio																				Total Portfolio
	As of and for the Quarter Ended										As of and for the Quarter Ended										As of and for the Twelve Months Ended
	3/31/08				12/31/07				% Change		03/31/08				03/31/07				% Change		03/31/08			12/31/07(1)			03/31/07(1)
Total senior housing:
Property count	203				203						203				203						240			246			309
Investment	$	3,463,837			$	3,461,183			0.1		$	3,463,837			$	3,484,012			(0.6	)	$	4,150,949		$	4,158,129		$	4,661,732
Units	22,242				22,242				—		22,242				22,164				0.4		25,828			25,804			31,110
Occupancy %	90.2				90.9				(0.7	)	90.2				91.9				(1.7	)	90.2			90.8			90.5
EBITDAR	$	286,315			$	270,493			5.8		$	286,315			$	265,526			7.8		$	326,172		$	305,927		$	312,963
EBITDAR CFC/DSC	1.13			x	1.08			x	4.6		1.13			x	1.06			x	6.6		1.12		x	1.06		x	1.04		x
EBITDARM	$	346,796			$	328,530			5.6		$	346,796			$	308,438			12.4		$	397,664		$	374,238		$	364,488
EBITDARM CFC/DSC	1.37			x	1.31			x	4.6		1.37			x	1.23			x	11.4		1.36		x	1.30		x	1.21		x
NOI:
Rental revenues	$	70,483			$	78,432			(10.1	)	$	70,483			$	67,875			3.8
Operating expenses	(3,418			)	(3,215			)	6.3		(3,418			)	(4,414			)	(22.6	)
	$	67,065			$	75,217			(10.8	)	$	67,065			$	63,461			5.7
Adjusted NOI:
Straight-line rents	$		(3,571	)	$		(3,084	)	15.8		$		(3,571	)	$		(3,050	)	17.1
Above market rents, net	37				37				—		37				37				—
	$	63,531			$	72,170			(12.0	)	$	63,531			$	60,448			5.1

(1)   Amounts are reflected as originally reported.

See Reporting Definitions and Supplemental Financial Measures Disclosures

23

Senior Housing Portfolio

Dollars in thousands

Lease Expirations and Secured Loan Maturities

	Total				Assisted Living			Independent Living			CCRCs
		Annualized Revenue				Annualized			Annualized			Annualized
Year	Properties	Amount		%	Properties	Revenue		Properties	Revenue		Properties	Revenue
2008 (9 months)	1	$	72	—	1	$	72	—	$	—	—	$	—
2009	2	294		—	2	294		—	—		—	—
2010	4	656		—	4	656		—	—		—	—
2011	4	1,071		—	3	785		1	286		—	—
2012	4	1,075		—	4	1,075		—	—		—	—
2013	6	23,597		8	—	—		1	4,130		5	19,467
2014	8	15,601		5	5	1,949		—	—		3	13,652
2015	2	3,156		1	1	599		1	2,557		—	—
2016	24	26,016		9	14	12,680		10	13,336		—	—
2017	26	29,539		10	21	19,000		3	3,882		2	6,657
Thereafter	159	195,818		67	144	156,009		13	26,000		2	13,809
	240	$	296,895	100	199	$	193,119	29	$	50,191	12	$	53,585

See Reporting Definitions and Supplemental Financial Measures Disclosures

24

Life Science Portfolio

As of and for the three months ended March 31, 2008, dollars and square feet in thousands

Owned Property Portfolio	Property Count	Investment		Rental Revenues		Operating Expenses		Average Age (Years)	Square Feet	Occupancy %
San Francisco	71	$	2,105,310	$	42,688	$	8,976	13	4,057	86.0
San Diego	17	465,413		7,115		2,323		16	1,387	60.0
Utah	9	90,266		2,808		385		9	580	100.0
	97	$	2,660,989	$	52,611	$	11,684	13	6,024	81.0

Portfolio Diversification

Tenant Concentration(1)

	Square Feet		Annualized Revenue
Tenant	Amount	%	Amount		%
Genentech	565	12	$	22,394	14
Amgen	338	7	19,200		12
Rigel Pharmaceuticals	147	3	13,983		9
Exelixis Pharmaceuticals	295	6	12,481		8
Millennium Pharmaceuticals	136	3	6,475		4
ARUP	319	6	4,885		3
Sequenom	83	2	4,457		3
Myriad Genetics	225	5	4,307		3
Fibrogen	106	2	4,119		3
Takeda	42	1	3,799		2
Other	2,623	53	61,012		39
	4,879	100	$	157,112	100

(1)   Excludes base rents representing $11 million on an annualized basis for 399,000 square feet of leased space where the tenant build out is not complete (deferred rents).

See Reporting Definitions and Supplemental Financial Measures Disclosures

25

Life Science Portfolio

Dollars and square feet in thousands

Portfolio Trends

	Same Property Portfolio																				Total Portfolio
	As of and for the Quarter Ended										As of and for the Quarter Ended										As of and for the Twelve Months Ended
	03/31/08				12/31/07				% Change		03/31/08				03/31/07				% Change		03/31/08		12/31/07(1)		03/31/07(1)
Total life science:
Property count	13				13						13				13						97		97		18
Investment	$	166,601			$	158,301			5.2		$	166,601			$	149,628			11.3		$	2,660,989	$	2,658,255	$	187,557
Square feet	898				898				—		898				901				(0.3	)	6,024		6,021		1,081
Occupancy %	83.3				83.3				—		83.3				80.1				3.2		81.0		82.4		83.5
NOI:
Rental revenues	$	3,298			$	4,113			(19.8	)	$	3,298			$	4,855			(32.1	)
Operating expenses	(875			)	(2,162			)	(59.5	)	(875			)	(1,008			)	(13.2	)
	$	2,423			$	1,951			24.2		$	2,423			$	3,847			(37.0	)
Adjusted NOI:
Straight-line rents	$		116		$		(94	)	NM		$		116		$		(809	)	NM
Below market rents, net	(58			)	(18			)	NM		(58			)	(95			)	38.9
Lease terminations	—				800				NM		—				—				—
	$	2,481			$	2,639			(6.0	)	$	2,481			$	2,943			(15.7	)

(1)   Amounts are reflected as originally reported.

(2)   NM – Not Meaningful

See Reporting Definitions and Supplemental Financial Measures Disclosures

26

Life Science Portfolio

Dollars and square feet in thousands

Lease Expirations(1)(2)

	Total				San Francisco		San Diego		Utah
	Square Feet		Annualized Revenue		Square	Annualized	Square	Annualized	Square	Annualized
Year	Amount	%	Amount	%	Feet	Revenue	Feet	Revenue	Feet	Revenue
2008 (9 months)	302	6	$5,875	4	251	$4,852	51	$1,023	—	$—
2009	385	8	7,904	5	155	3,318	155	3,572	75	1,014
2010	615	12	12,286	8	341	7,187	142	3,112	132	1,987
2011	375	8	12,738	8	345	11,811	30	927	—	—
2012	157	3	3,600	2	89	1,993	32	1,058	36	549
2013	136	3	3,234	2	136	3,234	—	—	—	—
2014	330	7	6,837	4	330	6,837	—	—	—	—
2015	424	9	14,064	9	214	7,305	139	5,563	71	1,196
2016	197	4	5,687	4	197	5,687	—	—	—	—
2017	577	12	20,434	13	226	10,513	197	7,195	154	2,726
Thereafter	1,381	28	64,453	41	1,186	59,124	83	3,059	112	2,270
	4,879	100	$157,112	100	3,470	$121,861	829	$25,509	580	$9,742

(1)   Excludes leased space that is not occupied.

(2)   Includes month-to-month and hold-over leases.

See Reporting Definitions and Supplemental Financial Measures Disclosures

27

Life Science Portfolio

Square feet in thousands

Leasing Activity

			Annualized
	Leased		Base Rent Per		% Change	TI Per		Leasing Costs Per		Average Lease Term	Retention
	Square Feet(1)		Square Foot		in Rents	Square Foot		Square Foot		(Months)	%
Leased Square Feet as of December 31, 2007	5,623
Expirations	(17	)	$	12.28
Renewals, amendments and extensions	17		13.59		10.7	$	2.41	$	1.01	14	18
New leases	18		36.04			40.04		3.51		52
Terminations	(81	)	12.42
Leased Square Feet as of March 31, 2008	5,560

(1)   Includes leased space for tenants that have not yet taken physical occupancy.

See Reporting Definitions and Supplemental Financial Measures Disclosures

28

Medical Office Portfolio

As of and for the three months ended March 31, 2008, dollars and square feet in thousands

Owned Property	Property			Rental		Operating		Average
Portfolio	Count	Investment		Revenues		Expenses		Age (Years)	Square Feet	Occupancy %
On-Campus	149	$	1,775,626	$	64,256	$	27,499	17	11,171	89.3
Off-Campus	56	456,836		16,391		7,741		14	2,725	93.2
	205	$	2,232,462	$	80,647	$	35,240	16	13,896	90.0

Portfolio Diversification

Geographic Concentration

	Property	Investment			Square Feet			Rental Revenues			Operating Expenses
State	Count	Amount		%	Amount	%	Occupancy %	Amount		%	Amount		%
TX	46	$	628,182	28	4,104	30	87.9	$	21,524	27	$	10,399	29
CA	16	258,077		12	944	7	93.4	8,632		11	4,712		13
CO	16	185,311		8	1,031	7	81.1	6,105		8	2,767		8
WA	7	175,427		8	687	5	96.6	6,702		8	2,727		8
TN	18	145,214		7	1,551	11	91.4	6,835		8	2,666		8
FL	19	139,693		6	1,026	7	92.2	5,755		7	2,771		8
UT	22	129,558		6	943	7	95.0	4,291		5	1,051		3
KY	6	99,233		4	640	5	93.4	3,226		4	1,081		3
IN	14	93,438		4	764	5	87.4	3,814		5	2,140		6
Other	41	378,329		17	2,206	16	90.7	13,763		17	4,926		14
	205	$	2,232,462	100	13,896	100	90.0	$	80,647	100	$	35,240	100

See Reporting Definitions and Supplemental Financial Measures Disclosures

29

Medical Office Portfolio

Dollars and square feet in thousands

Portfolio Trends

	Same Property Portfolio																Total Portfolio
	As of and for the Quarter Ended								As of and for the Quarter Ended								As of and for the Twelve Months Ended
	3/31/08			12/31/07			% Change		03/31/08			03/31/07			%Change		03/31/08		12/31/07(1)		03/31/07(1)
Total medical office:
Property count	201			201					201			201					205		205		254
Investment	$	1,977,584		$	1,973,089		0.2		$	1,977,584		$	1,942,930		1.8		$	2,232,462	$	2,222,757	$	2,636,401
Square feet	12,925			12,933			(0.1	)	12,925			12,872			0.4		13,896		13,912		16,007
Occupancy %	90.7			91.0			(0.3	)	90.7			91.0			(0.3	)	90.0		90.3		91.8
NOI:
Rental revenues	$	73,154		$	73,266		(0.2	)	$	73,154		$	73,178		—
Operating expenses	(28,725		)	(29,317		)	(2.0	)	(28,725		)	(27,665		)	3.8
	$	44,429		$	43,949		1.1		$	44,429		$	45,513		(2.4	)
Adjusted NOI:
Straight-line rents	$	(1,358	)	$	(1,202	)	13.0		$	(1,358	)	$	(2,432	)	(44.2	)
Above (below) market rents, net	3			362			(99.2	)	3			(506		)	100.6
	$	43,074		$	43,109		(0.1	)	$	43,074		$	42,575		1.2

(1)Amounts are reflected as originally reported.

See Reporting Definitions and Supplemental Financial Measures Disclosures

30

Medical Office Portfolio

Dollars and square feet in thousands

Lease Expirations

	Total					On-Campus			Off-Campus
	Square Feet		Annualized Revenue				Annualized			Annualized
	Amount	%	Amount		%	Square Feet	Revenue		Square Feet	Revenue
2008 (9 months)(1)	1,840	15	$	36,277	14	1,232	$	25,375	608	$	10,902
2009	1,829	15	39,369		16	1,439	29,414		390	9,955
2010	1,917	15	38,352		15	1,739	34,310		178	4,042
2011	1,238	10	26,156		10	1,023	22,454		215	3,702
2012	1,475	12	29,140		12	1,293	26,142		182	2,998
2013	849	7	15,218		6	613	11,541		236	3,677
2014	644	5	15,032		6	568	13,540		76	1,492
2015	584	4	11,240		4	425	8,027		159	3,213
2016	403	3	8,047		3	330	6,558		73	1,489
2017	459	4	9,696		4	390	8,525		69	1,171
Thereafter	1,274	10	21,929		10	856	13,785		418	8,144
	12,512	100	$	250,456	100	9,908	$	199,671	2,604	$	50,785

(1)Includes month-to-month and hold-over leases.

See Reporting Definitions and Supplemental Financial Measures Disclosures

31

Medical Office Portfolio

Square feet in thousands

Leasing Activity

			Annualized Base Rent					Leasing	Average
	Leased		Per		% Change	TI Per		Costs Per	Lease Term	Retention
	Square Feet		Square Foot		In Rents	Square Foot		Square Foot	(Months)	%
Leased Square Feet as of December 31, 2007	12,560		$	20.28					40
Expirations	(711	)	20.21
Renewals, amendments and extensions	582		20.08		5.00	$	3.72	1.07	38	81.80
New leases	108		17.78			24.84		4.04	54
Terminations	(27	)	20.48
Leased Square Feet as of March 31, 2008	12,512		20.47						39

See Reporting Definitions and Supplemental Financial Measures Disclosures

32

Hospital Portfolio

As of and for the three months ended March 31, 2008, dollars in thousands

	Property			Rental		Operating		Average		Occupancy	EBITDAR				EBITDARM
Owned Property	Count	Investment		Revenues		Expenses		Age (Years)	Beds	%	Amount		CFC		Amount		CFC
Acute care	9	$	594,510	$	16,324	$	815	32	2,342	50.5	$	119,064	2.14	x	$	139,841	2.52	x
Rehab	7	95,322		2,791		—		17	488	53.1	18,847		1.91	x	22,461		2.28	x
Specialty	2	63,885		1,105		52		24	37	—	12,363		2.88	x	14,579		3.40	x
LTACH	4	39,355		2,163		—		21	314	63.0	22,878		3.31	x	27,894		4.03	x
	22	$	793,072	$	22,383	$	867	24	3,181	52.4	$	173,152	2.26	x	$	204,775	2.67	x

Secured Loan	Property			Interest		Average		Occupancy	EBITDAR				EBITDARM
Portfolio	Count	Investment		Income		Age (Years)	Beds	%	Amount		DSC		Amount		DSC
Acute care	1	$	35,308	$	750	9	58	51.8	$	7,564	2.52	x	$	9,077	3.02	x

Other Debt Investments	Investment		Interest Income
Acute care	$	264,563	$	5,795
Specialty	95,509		4,039
	$	360,072	$	9,834

See Reporting Definitions and Supplemental Financial Measures Disclosures

33

Hospital Portfolio

As of and for the three months ended March 31, 2008, dollars in thousands

Portfolio Diversification

Operator
Concentration

	Properties		Investment			Rental Revenues & Interest  Income				Occupancy	EBITDAR		EBITDARM
Operator(1)	Count	% Pooled	Amount		%	Amount		%	Beds	%	CFC/DSC		CFC/DSC
HCA	1	—	$	430,635	36	$	11,334	34	598	N/A	N/A		N/A
Tenet Healthcare Corp.	7	—	418,080		35	10,783		33	1,645	52.3	2.16	x	2.54	x
Cirrus Health	2	—	140,894		12	4,781		14	37	N/A	2.88	x	3.40	x
HealthSouth	5	80	55,981		5	1,943		6	372	56.3	3.00	x	3.39	x
Other	8	63	142,862		12	4,126		13	587	48.7	2.08	x	2.64	x
	23	39	$	1,188,452	100	$	32,967	100	3,239	52.4	2.27	x	2.69	x

Geographic
Concentration(2)

	Property	Investment			Rental Revenues & Interest Income					EBITDAR		EBITDARM
State	Count	Amount		%	Amount		%	Beds	Occupancy %	CFC/DSC		CFC/DSC
TX	6	$	264,234	32	$	8,214	36	1,017	51.8	1.51	x	1.98	x
CA	4	239,345		29	6,326		27	745	40.6	0.87	x	1.17	x
GA	2	76,735		9	2,529		11	239	74.9	4.63	x	5.16	x
LA	4	65,766		8	1,400		6	353	40.3	2.28	x	2.72	x
Other	7	182,300		22	4,664		20	885	60.4	3.35	x	3.84	x
	23	$	828,380	100	$	23,133	100	3,239	52.4	2.27	x	2.69	x

(1) Certain operators in HCP’s hospital portfolio are not required under their respective leases to provide operational data.

(2) Geographic concentration excludes Other Debt Investments as the investment and revenues associated with those assets cannot be allocated to a particular geographic region.

See Reporting Definitions and Supplemental Financial Measures Disclosures

34

Hospital Portfolio

Dollars in thousands

Portfolio Trends

	Same Property Portfolio																				Total Portfolio
	As of and for the Quarter Ended										As of and for the Quarter Ended										As of and for the Twelve Months Ended
	3/31/08				12/31/07				% Change		3/31/08				03/31/07				% Change		03/31/08			12/31/07(1)			03/31/07(1)
Total hospital:
Property count	16				16						16				16						23			37			39
Investment	$	552,454			$	552,691			—		$	552,454			$	551,179			0.2		$	1,188,452		$	1,456,951		$	1,148,748
Beds	2,193				2,193				—		2,193				2,193				—		3,239			4,402			4,398
Occupancy %	52.3				56.6				(4.3	)	52.3				55.1				(2.8	)	52.4			55.4			53.3
EBITDAR	$	158,380			$	149,069			6.2		$	158,380			$	108,789			45.6		$	180,716		$	250,028		$	220,251
EBITDAR CFC/DSC	2.31			x	2.20			x	5.0		2.31			x	1.96			x	17.9		2.27		x	2.38		x	2.46		x
EBITDARM	$	184,686			$	175,498			5.2		$	184,686			$	132,568			39.3		$	213,852		$	295,018		$	256,449
EBITDARM CFC/DSC	2.69			x	2.59			x	3.9		2.69			x	2.39			x	12.6		2.69		x	2.81		x	2.87		x
NOI:
Rental revenues	$	14,041			$	16,992			(17.4	)	$	14,041			$	14,589			(3.8	)
Operating expenses	—				—				—		—				—				—
	$	14,041			$	16,992			(17.4	)	$	14,041			$	14,589			(3.8	)
Adjusted NOI:
Straight-line rents	$		(6	)	$		484		(101.2	)	$		(6	)	$		(113	)	(94.7	)
Below market rents, net	(25			)	(25			)	—		(25			)	(25			)	—
	$	14,010			$	17,451			(19.7	)	$	14,010			$	14,451			(3.1	)

Lease Expirations and Secured Loan Maturities

		Annualized Revenue
	Properties	Amount		%
2008 (9 months)	2	$	2,048	3
2009	6	38,288		50
2010	1	2,973		4
2011	—	—		—
2012	—	—		—
2013	—	—		—
2014	—	—		—
2015	1	369		—
2016	1	3,001		4
2017	3	5,524		7
Thereafter	9	24,263		32
	23	$	76,466	100

(1) Amounts are reflected as originally reported.

See Reporting Definitions and Supplemental Financial Measures Disclosures

35

Skilled Nursing Portfolio

As of and for the three months ended March 31, 2008, dollars in thousands

Owned

Average

Property

Property

Rental

Operating

Age

Occupancy

EBITDAR

EBITDARM

Portfolio

Count

Investment

Revenues

Expenses

(Years)

Beds

%

Amount

CFC

Amount

CFC

Skilled nursing

48

$

242,159

$

8,793

$

—

23

5,608

86.0

$

46,273

1.39 x

$

64,387

1.94 x

						Average
Secured Loan	Property			Interest		Age			Occupancy	EBITDAR			EBITDARM
Portfolio	Count	Investment		Income		(Years)		Beds	%	Amount		CFC	Amount		CFC
Skilled nursing	3	$	15,399	$	429	$	29	442	84.9	$	5,143	2.09 x	$	6,479	2.63 x

Mezzanine Loans	Investment		Interest Income
Skilled nursing	$	902,726	$	22,756

Portfolio Diversification

						Rental Revenues &
	Properties		Investment			Interest Income				Occupancy	EBITDAR	EBITDARM
Operator	Count	% Pooled	Amount		%	Amount		%	Beds	%	CFC/DSC	CFC/DSC
HCR ManorCare	—	—	$	902,726	78	$	22,756	71	—	N/A	N/A	N/A
Formation Capital	9	100	63,100		5	1,682		5	934	95.0	1.61 x	2.07 x
Covenant Care	12	—	61,126		5	2,111		7	1,329	84.1	1.44 x	1.97 x
Trilogy Health Services	5	100	33,452		3	1,122		4	532	89.8	1.53 x	1.91 x
Kindred	9	100	33,100		3	2,006		6	1,288	86.0	1.24 x	1.95 x
Sun Health Care	6	67	32,491		3	1,093		3	841	83.5	1.93 x	2.45 x
Other	10	—	34,289		3	1,208		4	1,126	79.5	0.76 x	1.37 x
	51	53	$	1,160,284	100	$	31,978	100	6,050	85.9	1.44 x	1.98 x

See Reporting Definitions and Supplemental Financial Measures Disclosures

36

Skilled Nursing Portfolio

As of and for the three months ended March 31, 2008, dollars in thousands

Geographic Concentration(1)

	Property	Investment			Rental Revenues & Interest					EBITDAR	EBITDARM
State	Count	Amount		%	Amount		%	Beds	Occupancy	CFC/DSC	CFC/DSC
VA	9	$	63,100	24	$	1,682	18	934	95.0	1.61 x	2.07 x
IN	8	46,090		18	1,609		17	840	85.6	1.30 x	1.71 x
OH	8	42,498		17	1,704		19	1,077	79.0	1.35 x	1.88 x
CO	4	22,046		9	762		8	602	91.3	2.23 x	2.80 x
NV	2	13,100		5	443		5	266	91.7	1.60 x	2.26 x
CA	3	12,850		5	522		6	379	86.8	0.86 x	1.65 x
Other	17	57,874		22	2,500		27	1,952	82.3	1.19 x	1.83 x
	51	$	257,558	100	$	9,222	100	6,050	85.9	1.44 x	1.98 x

Portfolio Trends

	Same Property Portfolio																				Total Portfolio
	As of and for the Quarter Ended										As of and for the Quarter Ended										As of and for the Twelve Months Ended
	3/31/08				12/31/07				% Change		03/31/08				03/31/07				% Change		03/31/08		12/31/07(2)		03/31/07(2)
Total skilled nursing:
Property count	48				48						48				48						51		63		67
Investment	$	242,159			$	241,091			0.4		$	242,159			$	239,517			1.1		$	1,160,284	$	1,221,972	$	327,409
Beds	5,608				5,608				—		5,608				5,604				0.1		6,050		7,437		7,808
Occupancy %	86.0				86.3				(0.3	)	86.0				85.7				0.3		85.9		86.1		85.3
EBITDAR	$	46,273			$	45,759			1.1		$	46,273			$	52,829			(12.4	)	$	51,416	$	62,711	$	73,658
EBITAR CFC/DSC	1.39 x				1.48 x				(6.1	)	1.39 x				1.64 x				(15.2	)	1.44 x		1.52 x		1.68 x
EBITDARM	$	64,387			$	63,878			0.8		$	64,387			$	69,236			(7.0	)	$	70,866	$	86,187	$	96,103
EBITDARM CFC/DSC	1.94 x				2.07 x				(6.3	)	1.94 x				2.15 x				(9.8	)	1.98 x		2.09 x		2.20 x
NOI:
Rental revenues	$	8,793			$	8,989			(2.2	)	$	8,793			$	8,497			3.5
Operating expenses	—				—				—		—				—				—
	$	8,793			$	8,989			(2.2	)	$	8,793			$	8,497			3.5
Adjusted NOI:
Straight-line rents	$		(159	)	$		(159	)	—		$		(159	)	$		(179	)	(11.2	)
Above market rents, net	29				29				—		29				29				—
	$	8,663			$	8,859			(2.2	)	$	8,663			$	8,347			3.8

(1)Geographic concentration excludes Mezzanine Loans as the investment and revenues associated with these assets cannot be allocated to a particular geographic region.

(2)Amounts are reflected as originally reported.

See Reporting Definitions and Supplemental Financial Measures Disclosures

37

Skilled Nursing Portfolio

As of and for the three months ended March 31, 2008, dollars in thousands

Lease Expirations and Secured Loan Maturities

		Annualized Revenue
	Properties	Amount		%
2008 (9 months)	1	$	637	2
2009	5	2,255		6
2010	2	1,273		4
2011	—	—		—
2012	—	—		—
2013	10	6,678		19
2014	9	6,547		19
2015	5	3,090		9
2016	5	4,513		13
2017	9	7,683		22
Thereafter	5	2,233		6
	51	$	34,909	100

See Reporting Definitions and Supplemental Financial Measures Disclosures

38

Unconsolidated Operating Portfolio(1)

As of and for the three months ended March 31, 2008, dollars and square feet in thousands

	Property			Rental		Operating		Average			EBITDAR			EBITDARM
HCP Ventures II (35%)	Count	Investment		Revenues		Expenses		Age (Years)	Units	Occupancy %	Amount		CFC	Amount		CFC
Assisted living	2	$	11,077	$	229	$	—	12	111	82.2	$	379	0.53 x	$	563	0.79 x
Independent living	20	978,522		18,592		—		18	5,080	92.9	61,834		0.98 x	69,412		1.10 x
CCRCs	3	107,668		2,100		—		13	444	93.5	6,697		0.93 x	7,705		1.07 x
	25	$	1,097,267	$	20,921	$	—	17	5,635	92.8	$	68,910	0.97 x	$	77,680	1.10 x

	Property			Rental		Operating		Average
HCP Ventures III (30%)	Count	Investment		Revenues		Expenses		Age (Years)	Square Feet	Occupancy %
On-Campus	9	$	108,121	$	3,389	$	1,138	7	606	100.0
Off-Campus	4	32,458		1,103		424		7	183	100.0
	13	$	140,579	$	4,492	$	1,562	7	789	100.0

	Property			Rental		Operating		Average
HCP Ventures IV (20%)	Count	Investment		Revenues		Expenses		Age (Years)	Square Feet	Occupancy %(2)
Medical office:
On-Campus	23	$	228,499	$	6,684	$	3,084	19	1,226	84.4
Off-Campus	27	313,939		8,266		3,415		17	1,342	87.9
Life science	4	23,855		440		60		11	111	100.0
Hospital:
LTACH	1	12,184		320		61		1	N/A	N/A
Rehab	1	13,965		405		4		2	N/A	N/A
Specialty	2	55,224		1,450		192		3	N/A	N/A
	58	$	647,666	$	17,565	$	6,816	16

HCP Life Science (50%-	Property			Rental		Operating		Average
63%)(3)	Count	Investment		Revenues		Expenses		Age (Years)	Square Feet	Occupancy %
San Francisco	2	$	29,703	$	1,297	$	179	11	147	100.0
San Diego	2	21,908		1,110		166		12	131	79.9
	4	$	51,611	$	2,407	$	345	11	278	90.6

(1)Excludes unconsolidated joint ventures outside of the investment management business.

(2)Hospital occupancy information not provided by the respective operator/tenant.

(3)Includes three partnerships that collectively own 4 life science facilities. The partnerships were acquired as part of our purchase of Slough Estates USA Inc. on August 1, 2007.

See Reporting Definitions and Supplemental Financial Measures Disclosures

39

Unconsolidated Operating Portfolio(1)

As of and for the three year ended March 31, 2008, dollars in thousands

Portfolio Diversification

Geographic Concentration

	Investment			Rental		Operating
State	Amount		%	Revenues		Expenses
TX	$	605,244	31	$	14,452	$	3,371
FL	434,683		22	9,157		1,359
IL	235,249		12	4,847		566
RI	200,885		10	4,257		—
CA	125,461		7	3,712		345
AZ	112,226		6	2,664		771
AL	57,966		3	1,742		520
TN	34,318		2	1,077		402
MO	33,148		2	843		324
NC	23,855		1	440		60
Other	74,088		4	2,194		1,005
	$	1,937,123	100	$	45,385	$	8,723

(1)Excludes unconsolidated joint ventures outside of the investment management business.

See Reporting Definitions and Supplemental Financial Measures Disclosures

40

Reporting Definitions

Acute Care Hospitals.  Acute care hospitals offer a wide range of services such as fully-equipped operating and recovery rooms, obstetrics, radiology, intensive care, open heart surgery and coronary care, neurosurgery, neonatal intensive care, magnetic resonance imaging, nursing units, oncology, clinical laboratories, respiratory therapy, physical therapy, nuclear medicine, rehabilitation services and outpatient services.

Annualized Debt Service.  The most recent monthly interest and principal amortization due to HCP as of period end annualized for twelve months.  The Company uses Annualized Debt Service for purposes of determining Debt Service Coverage.

Annualized Revenues.  The most recent monthly base rent, income from direct financing leases and/or interest income annualized for twelve months.  Annualized Revenues do not include additional rents and non-cash revenue adjustments (i.e., straight-line rents, amortization of above and below market lease intangibles and deferred revenues).  The Company uses Annualized Revenues for the purpose of determining Relationship Concentrations, Lease Expirations and Secured Loan Maturities.

Assets Held for Sale.  Assets of discontinued operations in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets.

Assisting Living Facility (“ALF”).  A senior housing facility that predominantly consists of assisted living units is classified by the Company as an ALF.

Beds/Units/Square Feet.  Senior housing facilities are measured in units (e.g., studio, one or two bedroom units).  MOBs and life science facilities are measured in square feet. Hospitals and skilled nursing facilities are measured in licensed bed count.

Book Value.  The carrying amount as reported in the Company’s financial statements.

Cash Flow Coverage (“CFC”).  Facility EBITDAR or Facility EBITDARM for the most recent twelve months of available data divided by the Same Period Rent.  Cash Flow Coverage is a supplemental measure of a property’s ability to generate cash flows for the operator/tenant (not the Company) to meet the operator’s/tenant’s related rent and other obligations to the Company.  However, its usefulness is limited by, among other things, the same factors that limit the usefulness of Facility EBITDAR or Facility EBITDARM.  The coverages shown exclude newly completed facilities under start-up, vacant facilities and facilities for which data is not available or meaningful.

Consolidated Assets.  Total assets as reported in the Company’s consolidated financial statements.

Consolidated Book Capitalization.  The carrying amount of (i) Consolidated Debt, plus (ii) total minority interests, plus (iii) total stockholders’ equity, as reported in the Company’s consolidated financial statements.

Consolidated Debt.  The carrying amount of bank lines of credit, bridge loans (if applicable), term loans (if applicable), senior unsecured notes, mortgage debt and other debt as reported in the Company’s consolidated financial statements.

Consolidated Gross Assets.  The carrying amount of total assets, excluding investments in and advances to unconsolidated joint ventures, after adding back accumulated depreciation and amortization, as reported in the Company’s consolidated financial statements.

Consolidated Market Capitalization.  Consolidated Debt at Book Value plus Consolidated Market Equity.

Consolidated Market Equity.  The total number of outstanding shares of the Company’s common stock multiplied by the closing price per share of its common stock on the New York Stock Exchange as of period end, plus the total number of convertible partnership units multiplied by the closing price per share of its common stock on the New York Stock Exchange as of period end (adjusted for stock splits), plus the total number of outstanding shares of the Company’s preferred stock multiplied by the closing price of its preferred stock on the New York Stock Exchange as of period end.

Consolidated Secured Debt.  Mortgage debt secured by real estate as reported in the Company’s consolidated financial statements.

Consolidated Undepreciated Book Capitalization.  Consolidated Book Capitalization after adding back accumulated depreciation and amortization on the Company’s real estate assets, as reported in the Company’s consolidated financial statements.

Continuing Care Retirement Community (“CCRC”).  A senior housing facility which provides at least three levels of care (i.e., independent living, assisted living and skilled nursing) is classified by the Company as a CCRC.

Debt Service.  The periodic payment of interest expense and principal amortization on secured loans.

Debt Service Coverage (“DSC”).  Facility EBITDAR or Facility EBITDARM for the most recent twelve months of available data divided by the Annualized Debt Service. Debt Service Coverage is a supplemental measure of the property’s ability to generate sufficient cash flows for the operator/tenant (not the Company) to meet the operator’s/tenant’s related obligations to the Company under loan agreements.  However, its usefulness is limited by the same factors that limit the usefulness of Facility EBITDAR or Facility EBITDARM.  The coverages shown exclude newly completed facilities under start-up, vacant facilities and facilities for which data is not available or meaningful.

Direct Financing Lease (“DFL”).  The Company uses 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.  Investments in direct financing leases, as

reported in the Company’s consolidated financial statements, are presented net of unamortized interest income.  DFLs have initial terms that range from 5 to 35 years.

41

Reporting Definitions

Estimated Completion Date.  Management’s estimate of the date the core and shell structure improvements are expected to be completed.

Facility EBITDAR (“EBITDAR”).  Earnings before interest, taxes, depreciation, amortization and rent for a particular facility accruing to the operator/tenant of the property (not the Company).  The Company uses Facility EBITDAR in determining Cash Flow Coverage and Debt Service Coverage.  Facility EBITDAR has limitations as an analytical tool.  Facility EBITDAR does not reflect historical cash expenditures or future cash requirements for facility capital expenditures or contractual commitments.  In addition, Facility EBITDAR does not represent a property’s net income or cash flow from operations and should not be considered an alternative to those indicators.  However, the Company receives periodic financial information from operators/tenants regarding the performance of the Company’s facilities under the operator’s/tenant’s management.  The Company utilizes Facility EBITDAR as a supplemental measure of the ability of those properties to generate sufficient liquidity to meet related obligations to the Company.  Facility EBITDAR includes the greater of (i) contractual management fees or (ii) an imputed management fee of 2% for acute care hospitals and 5% for skilled nursing facilities and senior housing facilities which the Company believes represents typical management fees in their respective industries.  All facility financial performance data was derived solely from information provided by operators/tenants and borrowers without independent verification by the Company.

Facility EBITDARM (“EBITDARM”).  Earnings before interest, taxes, depreciation, amortization, rent and management fees for a particular facility accruing to the operator/tenant of the property (not the Company).  The Company uses Facility EBITDARM in determining Cash Flow Coverage and Debt Service Coverage.  Facility EBITDARM has limitations as an analytical tool.  Facility EBITDARM does not reflect historical cash expenditures or future cash requirements for facility capital expenditures or contractual commitments.  In addition, Facility EBITDARM does not represent a property’s net income or cash flow from operations and should not be considered an alternative to those indicators.  However, the Company receives periodic financial information from operators/tenants regarding the performance of the Company’s facilities under the operator’s/tenant’s management.  The Company utilizes Facility EBITDARM as a supplemental measure of the ability of those properties to generate sufficient liquidity to meet related obligations to the Company.  All facility financial performance data was derived solely from information provided by operators/tenants and borrowers without independent verification by the Company.

GAAP.  U.S. generally accepted accounting principles.

HCP Ventures II.  An unconsolidated joint venture formed on January 5, 2007 between the Company and an institutional capital partner, for which the Company is the managing member and it has a 35% interest.

HCP Ventures III.  An unconsolidated joint venture formed on October 27, 2006 between the Company and an institutional capital partner, for which the Company is the managing member and it has an effective 25.5% interest.

HCP Ventures IV.  An unconsolidated joint venture formed on April 30, 2007 between the Company and an institutional capital partner, for which the Company is the managing member and it has a 20% interest.

Independent Living Facility (“ILF”).  A senior housing facility that predominantly consists of independent living units is classified by the Company as an ILF.

Investment.  The carrying amount of real estate assets, including intangibles, after adding back accumulated depreciation and amortization and the carrying amount of mortgage loans receivable.  Excludes real estate assets held for sale and classified as discontinued operations, unless otherwise specified.

Life Science.  Laboratory and office space primarily for biotechnology and pharmaceutical companies, scientific research institutions, government agencies and other entities involved in the life science industry.

Long-Term Acute Care Hospitals (“LTACHs”).  LTACHs provide care for patients with complex medical conditions that require longer stays and more intensive care, monitoring or emergency back-up than that available in most skilled nursing-based programs.

Marketable Securities.  The Company classifies its existing marketable equity and debt securities as available-for-sale in accordance with provisions of SFAS No. 115. These securities are carried at fair market value, with unrealized gains and losses reported in stockholders’ equity as a component of accumulated other comprehensive income.

MOB.  Medical office building.

Occupancy.  For MOBs and life science facilities, occupancy represents the percentage of total rentable square feet leased and occupied, including month-to-month leases, as of the date reported. For hospitals, skilled nursing facilities and senior housing facilities, occupancy represents the facilities’ operating occupancy for each quarter based on the most recent quarter of available data.  The percentages are calculated based on licensed beds, available beds and units for hospitals, skilled nursing facilities and senior housing facilities, respectively.  The percentages shown exclude newly completed facilities under start-up, vacant facilities and facilities for which data is not available or meaningful.  All facility financial performance data were derived solely from information provided by operators/tenants and borrowers without independent verification by the Company.

Operating Portfolio.  Represents owned properties, direct financing leases, loans and marketable debt securities, and excludes properties under development.

Other Debt Investments.  Marketable debt securities and loans not secured by real estate.

Percentage Pre-leased.  Represents the percentage of a development project’s estimated square footage attributed to signed leases.

Pooled Leases.  Two or more leases to the same operator/tenant or subsidiaries of the same operator/tenant, the lessee’s or lessees’ performance obligations under which are combined by virtue of a master lease, a pooling agreement or cross-guaranties.

42

Reporting Definitions

Rehabilitation Hospitals (“Rehab”).  Rehabilitation hospitals provide inpatient and outpatient care for patients who have sustained traumatic injuries or illnesses, such as spinal cord injuries, strokes, head injuries, orthopedic problems, work-related disabilities and neurological diseases.

Rental Revenues.  Represents rental and related revenues, tenant recoveries and income from direct financing leases.

Same Period Rent.  The base rent plus additional rent due to the Company over the most recent trailing twelve-month period as of period end.  The Company uses Same Period Rent for purposes of determining property-level Cash Flow Coverage.

Same Property Portfolio (“SPP”).  An important component of the Company’s evaluation of the operating performance of its properties.  The Company defines its same property portfolio each quarter as those properties that have been in operation throughout the current year and the prior year and that were also in operation at January 1st of the prior year.  Newly acquired assets, developments in process and assets classified in discontinued operations are excluded from the same property portfolio.  Same property statistics allow management to evaluate the NOI of its real estate portfolio as a consistent population from period to period and eliminates the effects of changes in the composition of the properties on performance measures.

Senior Housing.  ALFs, ILFs and CCRCs.  For reporting purposes, the Company’s senior housing portfolio also includes a school formerly operated as an assisted living facility and six health and wellness centers.

Specialty Hospitals.  Specialty hospitals are licensed as acute care hospitals but focus on providing care in specific areas such as cardiac, orthopedic and women’s conditions, or specific procedures such as surgery and are less likely to provide emergency services.

Square Feet Owned.  The square footage for properties owned by the Company or its consolidated joint ventures, and excludes square footage for development properties prior to completion.

Total Book Capitalization.  Total Debt plus the carrying amount of minority interests plus the carrying amount of stockholders’ equity.

Total Debt.  Consolidated Debt at Book Value plus the Company’s pro rata share of debt from unconsolidated joint ventures.

The following table details the calculation of Total Debt:

	March 31,		December 31,
In thousands	2008		2007
Bank lines of credit	$	1,018,600	$	951,700
Bridge loan	1,350,000		1,350,000
Senior unsecured notes	3,820,868		3,819,950
Mortgage debt	1,274,795		1,280,761
Other debt	106,677		108,496
Consolidated debt	7,570,940		7,510,907
HCP’s share of unconsolidated debt(1)	350,212		340,506
Total debt	$	7,921,152	$	7,851,413

Total Gross Assets.  Consolidated Gross Assets plus the Company’s pro rata share of total assets from unconsolidated joint ventures, after adding back accumulated depreciation and amortization.

The following table details the calculation of Total Gross Assets:

	March 31,			December 31,
	2008			2007
Consolidated total assets	$	12,500,064		$	12,521,772
Investments in and advances to unconsolidated joint ventures	(281,102		)	(248,894		)
Accumulated depreciation and amortization	848,522			763,411
Accumulated depreciation and amortization from assets held for sale	65,397			67,009
Consolidated gross assets	$	13,132,881		$	13,103,298
HCP’s share of unconsolidated total assets(1)	573,874			555,343
HCP’s share of unconsolidated accumulated depreciation and amortization(2)	34,322			17,593
Total gross assets	$	13,741,077		$	13,676,234

Total Market Capitalization.  Total Debt plus Consolidated Market Equity.

The following table details the calculation of Total Market Capitalization:

	March 31, 2008
In thousands, except price data	Shares/Units	Price		Value
Common stock	217,816	$	33.81	$	7,364,359
Convertible partnership units
2 for 1(2)	2,501	67.62		169,118
1 for 1(3)	4,516	33.81		152,686
				321,804
Preferred stock:
7.25% Series E	4,000	22.75		91,000
7.10% Series F	7,820	21.89		171,180
				262,180
Consolidated market equity				$	7,948,343
Consolidated debt				7,570,940
Consolidated market capitalization				$	15,519,283
HCP’s share of unconsolidated debt				350,212
Total market capitalization				$	15,869,495

(1)Excludes unconsolidated joint ventures outside of the investment management business.

(2)Each convertible partnership unit is exchangeable for an amount of cash approximating the then-current market value of two shares of the Company’s common stock at the time of conversion or, at the Company’s election, two shares of the Company’s common stock.

(3)Each convertible partnership unit is exchangeable for an amount of cash approximating the then-current market value of one share of the Company’s common stock at the time of conversion or, at the Company’s election, one share of the Company’s common stock.

43

Reporting Definitions

Total Secured Debt.  Consolidated secured debt plus the Company’s pro rata share of mortgage debt from unconsolidated joint ventures.

Total Undepreciated Book Capitalization.  Total Book Capitalization after adding back accumulated depreciation and amortization on the Company’s real estate assets and the Company’s pro rata share of accumulated depreciation and amortization on real estate assets in unconsolidated joint ventures.

The following table details the calculation of Total Undepreciated Book Capitalization at:

	March 31,		December 31,
In thousands	2008		2007
Total debt	$	7,921,152	$	7,851,413
Total minority interests	313,738		339,271
Total stockholders’ equity	4,027,647		4,103,709
Total book capitalization	12,262,537		12,294,393
Accumulated depreciation and amortization	848,522		763,411
Accumulated depreciation and amortization from assets held for sale	65,397		67,009
HCP’s share of unconsolidated accumulated depreciation and amortization(1)	34,322		17,593
Total undepreciated book capitalization	$	13,210,778	$	13,142,406

Yield.  Yield is calculated as Net Operating Income, as adjusted, divided by total investment.  For acquisitions, initial yields are calculated as projected Net Operating Income, twelve months forward, as adjusted, as of the closing date divided by total acquisition cost.  The total acquisition cost basis includes the initial purchase price, the effects of adjusting assumed debt to market, lease intangible adjustments and all transaction costs.  For dispositions, exit yields are calculated as Net Operating Income (trailing twelve months), as adjusted, divided by total disposition price.

(1)   Excludes unconsolidated joint ventures outside of the investment management business.

44

Supplemental Financial Measures Disclosures

Adjusted Fixed Charge Coverage.  Adjusted EBITDA divided by Fixed Charges.  The Company uses Adjusted Fixed Charge Coverage, a non-GAAP financial measure, as a measure of liquidity. The Company believes Adjusted Fixed Charge Coverage provides investors, particularly fixed income investors, relevant and useful information because it measures the Company’s ability to meet its interest payments on outstanding debt and pay dividends to its preferred stockholders. The Company’s various debt agreements contain covenants that require the Company to maintain ratios similar to Adjusted Fixed Charge Coverage and credit rating agencies utilize similar ratios in evaluating and determining the credit rating on certain debt instruments of the Company.  However, since this ratio is derived from Adjusted EBITDA and Fixed Charges, its usefulness is limited by the same factors that limit the usefulness of Adjusted EBITDA and Fixed Charges.  Further, the Company’s computation of Adjusted Fixed Charge Coverage may not be comparable to similar fixed charge coverage ratios reported by other companies.

The following table details the calculation of Adjusted Fixed Charge Coverage:

	Three months ended
	March 31,
In thousands	2008			2007
Net income	$	50,412		$	145,288
Interest expense:
Continuing operations	96,370			78,744
Discontinued operations	—			900
Income taxes:
Continuing operations	2,245			467
Discontinued operations	90			10
Depreciation and amortization of real estate, in-place lease and other intangibles:
Continuing operations	79,276			58,323
Discontinued operations	3,082			6,050
Equity income from unconsolidated joint ventures	(1,288		)	(1,214		)
HCP’s share of EBITDA from unconsolidated joint ventures(1)	10,924			7,680
Other joint venture adjustments	614			435
EBITDA	241,725			296,683
Minority interests’ share of earnings	5,716			5,235
Gain on sales of real estate	(10,138		)	(104,045		)
Adjusted EBITDA	$	237,303		$	197,873
Interest expense:
Continuing operations	$	96,370		$	78,744
Discontinued operations	—			900
HCP’s share of interest expense from unconsolidated joint ventures(1)	5,170			3,877
Capitalized interest	9,362			95
Preferred stock dividends	5,283			5,283
Fixed charges	$	116,185		$	88,899
Adjusted fixed charge coverage	2.0		x	2.2		X

(1)  Excludes unconsolidated joint ventures outside of the investment management business.

45

Supplemental Financial Measures Disclosures

EBITDA and Adjusted EBITDA.  The real estate industry uses earnings before interest, taxes, depreciation and amortization (“EBITDA”), a non-GAAP financial measure, as a measure of both operating performance and liquidity.  Adjusted EBITDA is calculated as EBITDA excluding minority interests’ share of earnings, impairments and gains or losses from real estate dispositions.  The Company uses EBITDA and Adjusted EBITDA to measure both its operating performance and liquidity.  The Company considers Adjusted EBITDA to provide investors relevant and useful information because it permits investors to view income from its operations on an unleveraged basis before the effects of taxes, non-cash depreciation and amortization, impairments and gains or losses from real estate dispositions.  By excluding interest expense, Adjusted EBITDA allows investors to measure the Company’s operating performance independent of its capital structure and indebtedness and, therefore, allows for a more meaningful comparison of its operating performance between quarters as well as annual periods and to compare its operating performance to that of other companies, both in the real estate industry and in other industries.  The Company considers Adjusted EBITDA to be a useful supplemental measure for reviewing its comparative performance with other companies because, by excluding non-cash depreciation expense, Adjusted EBITDA can help the investing public compare the performance of a real estate company to that of companies in other industries.  As a liquidity measure, the Company believes that EBITDA and Adjusted EBITDA help investors analyze the Company’s ability to meet its interest payments on outstanding debt and to make preferred dividend payments.  The Company’s various debt agreements contain covenants that require the Company to maintain ratios similar to Adjusted Fixed Charge Coverage and credit rating agencies utilize similar ratios in evaluating and determining the credit rating on certain debt instruments of the Company.  The Company believes investors should consider EBITDA and Adjusted EBITDA, in conjunction with net income (the primary measure of the Company’s performance) and the other required GAAP measures of its performance and liquidity, to improve their understanding of the Company’s operating results and liquidity, and to make more meaningful comparisons of its performance between periods and as against other companies.  By excluding interest, taxes, depreciation and amortization, impairments and gains or losses from real estate dispositions when assessing the Company’s financial performance, an investor is assessing the earnings generated by the Company’s operations, but not taking into account the eliminated expenses or gains or losses from real estate dispositions incurred in connection with such operations.  As a result, EBITDA and Adjusted EBITDA have limitations as analytical tools and should be used in conjunction with the Company’s required GAAP presentations.  EBITDA and Adjusted EBITDA do not reflect the Company’s historical cash expenditures or future cash requirements for capital expenditures or contractual commitments.  Also, EBITDA and Adjusted EBITDA do not reflect the cash required to make interest and principal payments on the Company’s outstanding debt.  While Adjusted EBITDA is a relevant and widely used measure of operating performance and liquidity, it does not represent net income or cash flow from operations as defined by GAAP and it should not be considered as an alternative to those indicators in evaluating operating performance or liquidity.  Further, the Company’s computation of EBITDA and Adjusted EBITDA may not be comparable to similar measures reported by other companies.

The following table reconciles Adjusted EBITDA from net cash provided by operating activities:

	Three Months Ended
	March 31,
In thousands	2008			2007
Net cash provided by operating activities	$	131,675		$	86,999
Changes in:
Accounts receivable	(12,043		)	2,934
Other assets	(10,480		)	7,308
Accounts payable and accrued liabilities	16,156			11,974
Marketable securities losses (gains), net	(113		)	1,012
Gain on sales of real estate	10,138			104,045
Minority interests’ share of earnings	(5,716		)	(5,235		)
Distributions of earnings from unconsolidated joint ventures	(1,191		)	(1,011		)
Equity income from unconsolidated joint ventures	1,288			1,214
Deferred rental revenue	(8,605		)	(3,627		)
Interest accretion	6,292			1,943
Straight-line rents	9,782			7,838
Recovery of loan losses	—			125
Amortization of debt issuance costs	(3,039		)	(3,654		)
Stock-based compensation	(3,526		)	(2,478		)
Amortization of below market lease intangibles, net	2,152			274
Depreciation and amortization of real estate, in-place lease and other intangibles:
Continuing operations	(79,276		)	(58,323		)
Discontinued operations	(3,082		)	(6,050		)
Net income	50,412			145,288
Interest expense:
Continuing operations	96,370			78,744
Discontinued operations	—			900
Income taxes:
Continuing operations	2,245			467
Discontinued operations	90			10
Depreciation and amortization of real estate, in-place lease and other intangibles:
Continuing operations	79,276			58,323
Discontinued operations	3,082			6,050
Equity income from unconsolidated joint ventures	(1,288		)	(1,214		)
HCP’s share of EBITDA from unconsolidated joint ventures(1)	10,924			7,680
Other joint venture adjustments	614			435
EBITDA	241,725			296,683
Minority interests’ share of earnings	5,716			5,235
Gain on sales of real estate	(10,138		)	(104,045		)
Adjusted EBITDA	$	237,303		$	197,873

(1)Excludes unconsolidated joint ventures outside of the investment management business.

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Supplemental Financial Measures Disclosures

Financial Leverage.  Total Debt divided by Total Gross Assets. The Company believes that its financial leverage ratio is a meaningful supplemental measure of the Company’s financial position, which enables both management and investors to analyze its leverage and to compare its leverage to that of other companies. The Company believes that the ratio of consolidated debt to consolidated gross assets is the most directly comparable GAAP measure to Financial Leverage.  The Company’s computation of its financial leverage may not be identical to the computations of financial leverage ratios reported by other companies.  The Company’s share of total debt is not intended to reflect its actual liability or ability to access assets should there be a default under any or all of such loans or a liquidation of the joint ventures.

Fixed Charges.  Total interest expense plus capitalized interest plus preferred stock dividends.  The Company uses Fixed Charges to measure its interest payments on outstanding debt and dividends to its preferred stockholders for purposes of presenting Fixed Charge Coverage and Adjusted Fixed Charge Coverage.  However, the usefulness of Fixed Charges is limited as, among other things, it does not include all contractual obligations.  The Company’s computation of Fixed Charges should not be considered an alternative to fixed charges as defined by Item 503(d) of Regulation S-K and may not be comparable to fixed charges reported by other companies.

Funds From Operations (“FFO”).  The Company believes that net income as defined by GAAP is the most appropriate earnings measure.  The Company also believes that Funds From Operations, or FFO, as defined by the National Association of Real Estate Investment Trusts (“NAREIT”), FFO applicable to common shares, Diluted FFO applicable to common shares, and Basic and Diluted FFO per common share are important non-GAAP supplemental measures of operating performance for a real estate investment trust.  Because the historical cost accounting convention used for real estate assets requires straight-line depreciation (except on land), such accounting presentation implies that the value of real estate assets diminishes predictably over time.  However, since real estate values have historically risen or fallen with market and other conditions, presentations of operating results for a real estate investment trust that use historical cost accounting for depreciation could be less informative.  Thus, NAREIT created FFO as a supplemental measure of operating performance for real estate investment trusts that excludes historical cost depreciation and amortization, among other items, from net income, as defined by GAAP. FFO is defined as net income, computed in accordance with GAAP, excluding gains or losses from real estate dispositions, plus real estate depreciation and amortization, with adjustments to derive the Company’s pro rata share of FFO from consolidated and unconsolidated joint ventures.  Adjustments for joint ventures are calculated to reflect FFO on the same basis.  The Company believes that the use of FFO, combined with the required GAAP presentations, improves the understanding of operating results of real estate investment trusts among investors and makes comparisons of operating results among such companies more meaningful.  The Company considers FFO to be a useful measure for reviewing comparative operating and financial performance because, by excluding gains or losses related to sales of previously depreciated operating real estate assets and real estate depreciation and amortization, FFO can help investors compare the operating performance of a real estate investment trust between periods or as compared to other companies. While FFO is a relevant and widely used measure of operating performance of real estate investment trusts, it does not represent cash flows from operations or net income as defined by GAAP and should not be considered an alternative to those measures in evaluating the Company’s liquidity or operating performance. FFO also does not consider the costs associated with capital expenditures related to the Company’s real estate assets nor is FFO necessarily indicative of cash available to fund the Company’s future cash requirements. Further, the Company’s 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 NAREIT definition or that interpret the current NAREIT definition differently from the Company. For a reconciliation of FFO to net income, please refer to the slide in this supplemental information package captioned “Consolidated Funds From Operations.”

FFO Payout Ratio per Common Share.  Dividends declared per common share divided by Diluted FFO per common share for a given period.  The Company believes the FFO Payout Ratio per Common Share provides investors relevant and useful information because it measures the portion of FFO being declared as dividends to common stockholders.  FFO Payout Ratio per Common Share is subject to the same limitations noted in the definition of FFO above.

Net Operating Income from Continuing Operations (“NOI”).  A non-GAAP supplemental financial measure used to evaluate the operating performance of real estate properties and SPP.  The Company defines NOI as rental revenues, including tenant reimbursements and income from direct financing leases, less property level operating expenses. NOI excludes gain on sale of real estate interest, depreciation and amortization, general and administrative expenses, impairments, interest expense 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.  NOI, as adjusted, is calculated as NOI eliminating the effects of straight-line rents, amortization of above and below market lease intangibles, and lease termination fees. NOI, as adjusted, is sometimes referred as “adjusted NOI” or “cash basis NOI.”  The Company uses NOI and NOI, as adjusted, to make decisions about resource allocations, to assess and compare property level performance, and evaluate SPP.  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 since it does not reflect the aforementioned excluded items.  Further, NOI may not be comparable to that of other real estate investment trusts, as they may use different methodologies for calculating NOI.

The following table reconciles NOI from net income:

	Three Months Ended
	March 31,
In thousands	2008			2007
Net income	$	50,412		$	145,288
Investment management fee income	(1,467		)	(6,238		)
Interest expense	96,370			78,744
Depreciation and amortization	79,276			58,323
General and administrative	20,538			20,107
Equity income from unconsolidated joint ventures	(1,288		)	(1,214		)
Interest and other income, net	(35,326		)	(14,466		)
Minority interests’ share of earnings	5,716			5,235
Income taxes	2,245			467
Total discontinued operations, net of taxes	(17,194		)	(121,058		)
Net operating income (“NOI”)	$	199,282		$	165,188

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Supplemental Financial Measures Disclosures

The information in this supplemental information package should be read in conjunction with the Company’s Annual Report on Form 10-K, as amended, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other information filed with the SEC.  The Reporting Definitions and Supplemental Financial Measures Disclosures are an integral part of the information presented herein.

On our internet website, www.hcpi.com, you can access, free of charge, our Annual Report on Form 10-K, as amended, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC.  The information contained on our website is not incorporated by reference into, and should not be considered a part of, this supplemental information package.  In addition, the SEC maintains an internet website that contains reports, proxy and information statements, and other information regarding issuers, including HCP, that file electronically with the SEC at www.sec.gov.

For more information, contact Mark A. Wallace, Executive Vice President, Chief Financial Officer and Treasurer at (562) 733-5100.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: The statements contained in this supplemental information which are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements include among other things the Company’s estimate of (i) yields, (ii) completion dates, stabilization dates, rentable square feet and total investment for development projects in progress, and (iii) rentable square feet for land held for future development. These statements are made as of the date hereof and are subject to known and unknown risks, uncertainties, assumptions and other factors—many of which are out of the Company’s control and difficult to forecast—that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. These risks and uncertainties include but are not limited to: the Company’s ability to access external sources of capital when desired and on reasonable terms; the Company’s ability to manage its indebtedness levels; the Company’s ability to maintain its credit ratings; the Company’s ability to achieve its expected benefits from acquisitions, including integrating and preserving the goodwill of those companies; competition for lessees and mortgagors (including new leases and mortgages and the renewal or rollover of existing leases); continuing reimbursement uncertainty in the skilled nursing segment; competition in the senior housing segment specifically and in the healthcare industry in general; the Company’s ability to acquire, sell or lease facilities and the timing of acquisitions, sales and leasings; the Company’s ability to realize the benefits of its mezzanine investments; changes in the financial condition of the Company’s lessees and obligors; changes in healthcare laws and regulations and other changes in the healthcare industry which affect the operations of the Company’s lessees or obligors; changes in the Company’s management; litigation claims and developments; costs of compliance with building regulations; changes in tax laws and regulations; changes in rules governing financial reporting, including new accounting pronouncements; changes in economic conditions, including changes in interest rates and the availability and cost of capital, which affect opportunities for profitable investments; and other risks  described from time to time in the Company’s Securities and Exchange Commission filings.  The Company assumes no, and hereby disclaims any, obligation to update any of the foregoing or any other forward-looking statements as a result of new information or new or future developments, except as otherwise required by law.

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