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

May 17, 2011

Date of Report (Date of earliest event reported)

HCP, INC.

(Exact Name of Registrant as Specified in its Charter)

Maryland	001-08895	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:

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

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

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

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

Item 7.01       Regulation FD Disclosure.

On May 17, 2011, HCP, Inc. issued a press release, attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the ruling by the US Court of Appeals for the Sixth Circuit regarding the Ventas litigation. The information set forth in this Item 7.01 of this Current Report on Form 8-K, including the text of the press release, attached as Exhibit 99.1 hereto, is being furnished to, but not filed with, the Securities and Exchange Commission.

Item 9.01       Financial Statements and Exhibits.

(d)           Exhibit.  The following exhibit is being filed herewith:

No.	Description
99.1*	Text of the Press Release dated May 17, 2011.
*	Exhibit 99.1 is being furnished to the SEC pursuant to Item 7.01 of this Current Report on Form 8-K and shall not be deemed filed with the SEC, nor shall it be deemed incorporated by reference in any filing with the SEC under the Securities Exchange Act of 1934 or the Securities Act of 1933, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

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SIGNATURES

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

Date:  May 17, 2011

HCP, Inc.
By:	/s/ J. Alberto Gonzalez-Pita
	J. Alberto Gonzalez-Pita,
	Executive Vice President,
	General Counsel & Corporate Secretary

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EXHIBIT INDEX

No.	Description
99.1*	Text of the Press Release dated May 17, 2011.
*	Exhibit 99.1 is being furnished to the SEC pursuant to Item 7.01 of this Current Report on Form 8-K and shall not be deemed filed with the SEC, nor shall it be deemed incorporated by reference in any filing with the SEC under the Securities Exchange Act of 1934 or the Securities Act of 1933, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

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EX-99.1

Exhibit 99.1

HCP ANNOUNCES APPELLATE RULING IN VENTAS LITIGATION

LONG BEACH, CA — May 17, 2011 — HCP (NYSE:HCP) announced that the U.S. Court of Appeals for the Sixth Circuit issued a ruling affirming a 2009 jury verdict awarding approximately $102 million in damages to Ventas, Inc. and remanding the case for trial on punitive damages.  The Sixth Circuit affirmed the District Court’s decision not to award Ventas additional compensatory damages (such as prejudgment interest or damages stemming from certain delays).  HCP is reviewing the Sixth Circuit’s opinion to determine its options with respect to the ruling.  The Company previously announced that it accrued the full amount of the $102 million compensatory award during the third quarter of 2009.

About HCP

HCP, Inc., an S&P 500 company, is a real estate investment trust (REIT) that invests primarily in real estate serving the healthcare industry in the United States.  HCP has been a publicly traded NYSE listed company since 1985.  Our portfolio of properties is distributed among distinct sectors of healthcare including: senior housing, life science, medical office, post-acute/skilled nursing and hospital.  For more information, visit us at www.hcpi.com.

Forward-Looking Statements

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 are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements.  These risks and uncertainties include the risks associated with litigation in general, including the costs and time that must be devoted to litigation, the potential diversion of managements’ attention that may result from being engaged in litigation, the outcomes of pending and future litigation matters that could have increased costs and expenses or a material adverse effect on our financial condition.  Some of these risks, and other risks, are described from time to time in HCP’s Securities and Exchange Commission filings.  While the Company anticipates that subsequent events and developments may cause its views to change, it specifically disclaims any obligation to update these statements.  These statements should not be relied upon as representing the Company’s views as of any date subsequent to the date of this press release.  In addition, there can be no assurance that HCP will be able to prevail in, or achieve a favorable settlement of, pending or future litigation.

Contact

HCP Investor Relations
562-733-5309