IRVINE, Calif., Feb. 9, 2016 /PRNewswire/ --

FOURTH QUARTER 2015 AND RECENT HIGHLIGHTS

-- FFO as adjusted and FAD per share increased year-over-year by 1% to $0.80 and 2% to $0.67, respectively; FFO per share and EPS were ($0.99) and ($1.29), respectively (see "HCR ManorCare Update" on page 3)
-- Raised $1.1 billion from capital recycling and financing activities, including $600 million of 4.0% senior unsecured notes that paid down 36% of 2016 debt maturities
-- Completed $208 million of investment transactions
-- Leased 911,000 sq. ft. in our life science and medical office ("MOB") portfolios, bringing occupancy to 98.2% and 91.9%, respectively
-- Pre-leased half of Phase I of The Cove life science development, and commenced $185 million development of Phase II, adding two Class A life science buildings representing 230,000 sq. ft.
-- Jim Mercer retired from HCP as General Counsel on February 5, 2016; we thank Jim for his five years of contributions and commitment to HCP; named Troy McHenry as HCP's new General Counsel
-- Named NAREIT's 2015 Healthcare Leader in the Light Award winner for sustainability achievements

FULL YEAR 2015 HIGHLIGHTS

-- FFO as adjusted and FAD per share increased year-over-year by 4% to $3.16 and 6% to $2.72, respectively; FFO per share and EPS were ($0.02) and ($1.21), respectively
-- Completed $2.1 billion of accretive investments, including:

-- $1.1 billion in private pay senior housing, led by the $847 million acquisition of Chartwell's portfolio
-- $700 million expansion in our life science and MOB office platform, including a new $225 million institutional joint venture with Morgan Stanley owning an on-campus MOB portfolio, and $177 million Class A life science development of The Cove Phase I
-- $278 million increase in our international investments, expanding our U.K. care home portfolio

-- Raised $3 billion from financing and capital recycling activities, including $2.3 billion of debt at a blended rate of 3.5%
-- Selling 50 HCR ManorCare ("HCRMC") non-strategic assets with expected proceeds of $350 million (80% received to date)
-- Executed 3.2 million sq. ft. of leasing in our life science and MOB portfolios
-- Welcomed Justin Hutchens as Chief Investment Officer - Senior Housing and Care
-- Named to the Dow Jones Sustainability North America Index for the third consecutive year and the Dow Jones Sustainability World Index for the first time

2016 OUTLOOK AND DIVIDEND

-- Full year guidance, not including the impact from unannounced future transactions, for FFO per share of $2.74 - $2.80; FAD per share of $2.62 - $2.68; and EPS of $1.49 - $1.55
-- Full year guidance for Same Property Performance Cash Net Operating Income ("SPP Cash NOI") growth of 1.5% - 2.5%; excluding HCRMC, SPP Cash NOI growth of 2.3% - 3.3%, led by our life science portfolio
-- Increased quarterly cash dividend to $0.575 per share, which represents our 31(st) consecutive year with a dividend increase
-- HCP continues its representation as the first REIT included in the S&P 500 Dividend Aristocrats index

IRVINE, CA, February 9, 2016 - HCP (NYSE:HCP) announced results for the quarter and year ended December 31, 2015.

FOURTH QUARTER COMPARISON



                                   Three Months Ended                Three Months Ended                 Per Share

                                    December 31, 2015                December 31, 2014
                                    -----------------                -----------------

    (in thousands, except
     per share amounts)      Amount                  Per Share Amount               Per Share             Change
                             ------                  --------- ------               ---------             ------

    FFO                                 $(458,678)             $(0.99)                        $324,734            $0.70   $(1.69)

       Other impairments,
        net(1)                             829,593                 1.78                           35,913             0.08      1.70

       Transaction-related
        items                                3,959                 0.01                            4,269             0.01         -

       Foreign currency
        remeasurement losses                    60                    -                               -               -        -
                                               ---                  ---                             ---             ---      ---

    FFO as adjusted                       $374,934                $0.80                         $364,916            $0.79     $0.01
                                          ========                =====                         ========            =====     =====

    FAD                                   $313,588                $0.67                         $304,963            $0.66     $0.01
                                          ========                =====                         ========            =====     =====

    Net (loss) income                   $(599,164)             $(1.29)                        $196,145            $0.43   $(1.72)
                                         =========               ======                         ========            =====    ======


    ________________________________________

    (1)              For the three months ended December 31, 2015, other impairments, net include impairment
                     charges of: (i) $817 million related to our HCRMC direct financing lease ("DFL") investments
                     and (ii) $19 million related to our equity investment in HCRMC, partially offset by
                     impairment recovery of $6 million related to a loan payoff in our hospital segment.

In addition to the items discussed above, operating results for the quarter ended December 31, 2015 included $0.01 per share of interest income from monetizing a senior housing development loan. Additionally, fourth quarter 2015 net loss included $0.03 per share of net gain on sales of real estate from HCP Ventures III and IV, which is reflected in equity income from unconsolidated joint ventures. Net income for the quarter ended December 31, 2014 included net gain on sales of real estate of $0.01 per share.

FULL YEAR COMPARISON



                                       Year Ended                        Year Ended                       Per Share

                                   December 31, 2015                 December 31, 2014
                                   -----------------                 -----------------

     (in thousands, except
      per share amounts)    Amount                   Per Share Amount               Per Share               Change
                            ------                   --------- ------               ---------               ------

    FFO                                  $(10,841)             $(0.02)                        $1,381,634            $3.00    $(3.02)

       Other impairments,
        net(1)                           1,446,800                 3.11                             35,913             0.08       3.03

       Transaction-related
        items                               32,932                 0.07                           (18,856)          (0.04)      0.11

       Severance-related
        charges                              6,713                 0.01                                  -               -      0.01

       Foreign currency
        remeasurement gains                (5,437)              (0.01)                                 -               -    (0.01)
                                            ------                -----                                ---             ---     -----

    FFO as adjusted(2)                  $1,470,167                $3.16                         $1,398,691            $3.04      $0.12
                                        ==========                =====                         ==========            =====      =====

    FAD                                 $1,261,849                $2.72                         $1,178,822            $2.57      $0.15
                                        ==========                =====                         ==========            =====      =====

    Net (loss) income                   $(560,552)             $(1.21)                          $919,796            $2.00    $(3.21)
                                         =========               ======                           ========            =====     ======


    ________________________________________

    (1)              For the year ended December 31, 2015, other impairments, net include impairment charges of:
                     (i) $1.3 billion related to our HCRMC DFL investments, (ii) $112 million related to our Four
                     Seasons Notes and (iii) $46 million related to our equity investment in HCRMC, partially
                     offset by impairment recovery of $6 million related to a loan payoff in our hospital segment.


    (2)             See the "Funds From Operations" section of this release for additional information.

In addition to the items above, 2015 operating results included $0.04 per share of interest income from monetizing three senior housing development loans. Net (loss) income for the years ended December 31, 2015 and 2014 also included net gain on sales of real estate of $0.01 per share and $0.07 per share, respectively. Additionally, 2015 net loss included $0.03 per share of net gain on sales of real estate from HCP Ventures III and IV, which is reflected in equity income from unconsolidated joint ventures.

FFO, FFO as adjusted and FAD are supplemental non-GAAP financial measures that we believe are useful in evaluating the operating performance of real estate investment trusts. See the "Funds From Operations" and "Funds Available for Distribution" sections of this release for additional information regarding these non-GAAP financial measures.

HCR MANORCARE UPDATE

The post-acute/skilled nursing ("SNF") industry and HCRMC continued to experience a challenging operating environment in 2015, due to the ongoing change in reimbursement models which reduces rates and lowers census, the result of shorter lengths of stay. While HCRMC's operating performance was essentially in-line with expectations during the first half of 2015, performance declined during the second half of 2015. HCRMC's normalized Fixed Charge Coverage ("FCC") for the 12-month period ending December 31, 2015 was 1.07x, trending from 1.17x for the six-month period ended June 30, 2015, to 0.97x for the six-month period ended December 31, 2015. The decline in operating performance began in the third quarter 2015, with further deterioration in the fourth quarter 2015.

For the fourth quarter 2015, HCRMC reported normalized EBITDAR of $110 million, which decreased $36 million on a year-over-year basis compared to the fourth quarter 2014, and decreased $17 million sequentially compared to the third quarter 2015. The results were impacted by core operating performance weakness and unfavorable non-routine items discussed below. The level of performance was below expectations and uncharacteristic for the fourth quarter, which has historically been strong due in large part to increased census and the annual Medicare rate increases on October 1.

HCRMC ended 2015 with $125 million of cash and cash equivalents and continues to be current on its obligations under the amended master lease (the "Master Lease").

CORE OPERATING PERFORMANCE

Before the impact from non-routine items described below, HCRMC's fourth quarter EBITDAR was below its forecast, primarily due to the continued change in payor mix from traditional Medicare to Managed Care plans, which reduced reimbursement rates and lowered census. As a result, HCRMC reported a decline in its core SNF operating metrics (which excludes the 50 non-strategic disposition assets), with fourth quarter census decreasing 175 basis points from the prior year to 82.6%.

NON-ROUTINE ITEMS

As previously disclosed, HCRMC is in the process of exiting 50 non-strategic assets, of which 21 sales were completed in the fourth quarter and an additional 11 closed in the first quarter 2016. As such, disruption resulting from transitioning operations to new owners and closing costs led to additional underperformance from this pool of assets. EBITDAR losses from the sale of non-strategic assets totaled $11 million in the fourth quarter 2015, and $22 million for full year 2015. HCP continues to expect total proceeds of $350 million from the sales of the non-strategic assets, of which $280 million have closed to-date with the remaining $70 million expected to close in mid-2016.

In addition, HCRMC continues to defend against the Department of Justice ("DOJ") civil complaint previously disclosed in April 2015. HCRMC incurred legal and regulatory defense costs of $3 million during the fourth quarter 2015 and $9 million for the full year 2015. The outcome of the DOJ civil complaint remains uncertain, and HCRMC expects to incur additional legal and regulatory defense costs in 2016.

HCRMC 2016 FORECAST

HCRMC's 2016 forecast anticipates their normalized EBITDAR at $577 million before the temporary impact from the pending asset sales and legal and regulatory defense costs, which adjusted for the impact of these items is estimated to be $555 million. Furthermore, HCP reviewed sensitivities regarding certain key assumptions in HCRMC's forecast, which primarily affected census, to arrive at a potential range of projected outcomes for HCRMC's 2016 EBITDAR. HCP's forecast of HCRMC's 2016 EBITDAR ranges from $505 million to $555 million, resulting in a 2016 FCC range of 1.06x to 1.16x. HCP's estimated FCC range reflects the contractual rent under the Master Lease, including the 3.0% increase in April, and interest payments in 2016. HCP's sensitivities of HCRMC's 2016 performance reflect:


    --  reduced growth outlook facing the broader post-acute/SNF industry and
        HCRMC, from the challenge associated with the continued reduction in
        revenue per admission related to the shift of patients from traditional
        fee-for-service to managed care and shorter length of patient stays; and
    --  HCRMC's performance deterioration in the fourth quarter 2015 (described
        above), resulting in a lower starting point in January 2016.

HCP has engaged advisors and continues to work closely with HCRMC to jointly explore all opportunities that reduce our concentration, improve the credit quality and coverage of our Master Lease, and ensure HCRMC can continue to deliver high quality care and services.

ACCOUNTING UPDATE FOR HCRMC PORTFOLIO AND IMPAIRMENT CHARGE

As a result of HCRMC's fourth quarter performance deterioration and the related decline in its FCC, we placed our real estate portfolio operated by HCRMC on "Watch List" status at year end 2015, and changed our accounting treatment to recognize rental income on a cash basis beginning January 2016. As such, we will no longer recognize non-cash accretion income under the HCRMC DFLs, as reflected in our full year 2016 earnings and FFO guidance provided herein.

The reduced growth outlook for the broader post-acute/SNF industry indicates challenges to the improvement in HCRMC's financial performance over the next few years. At year end 2015, we assessed the value of our HCRMC real estate portfolio, including obtaining a third-party, independent valuation appraisal of our HCRMC post-acute/SNF and senior housing portfolio. We reduced the carrying value of our HCRMC DFL investments to $5.2 billion, which approximates its estimated market value at year end 2015, which resulted in an impairment charge of $817 million recorded in the fourth quarter 2015. We also recorded a fourth quarter impairment charge of $19 million related to our 9% equity investment in HCRMC OpCo.

FOURTH QUARTER 2015 HIGHLIGHTS

CAPITAL RECYCLING AND FINANCING ACTIVITIES

During the fourth quarter, we generated $1.1 billion from capital recycling and financing activities, led by the following:


    --  We completed sales of 21 HCRMC non-strategic assets for $208 million.
    --  In December, we sold a portfolio of 61 MOBs and three hospitals owned by
        HCP Ventures III and IV for $634 million, generating net proceeds to HCP
        of $45 million after debt repayments. Formed in 2006 and 2007,
        respectively, HCP Ventures III and IV invested in an MOB portfolio split
        evenly between on- and off-campus buildings.
    --  As previously disclosed, we raised $110 million from creating a new
        institutional joint venture with Morgan Stanley on our Memorial Hermann
        on-campus portfolio in Houston, TX.
    --  In December, we issued $600 million of 4.0% senior unsecured notes due
        2022. The notes were priced at 99.577% of the principal amount with a
        yield-to-maturity of 4.07%. Proceeds were used to repay our $500 million
        3.75% senior unsecured notes due this month and to fund our investments.

Proceeds from capital recycling and other financing activities were primarily used to pay down our revolving line of credit, which was drawn to fund our 2015 investments.

INVESTMENT TRANSACTIONS

We completed $208 million of investment transactions during the fourth quarter, bringing our full year 2015 total investments to $2.1 billion, including:


    --  $83 million acquisition of Edgewater Science and Technology Park, a
        six-building life science portfolio representing 170,000 sq. ft.
        Strategically located in South San Francisco, CA, the multi-tenant
        campus was recently renovated and is currently 100% occupied; and
    --  $57 million expansion (HCP's pro rata share) of our relationship with
        Brookdale and MBK Senior Living, by acquiring four senior housing
        communities valued at $103 million in aggregate.

LIFE SCIENCE AND MEDICAL OFFICE LEASING

During the fourth quarter, we completed 911,000 sq. ft. of leasing in our life science and medical office portfolios, consisting of 619,000 sq. ft. of renewals and 292,000 sq. ft. of new leases, which increased our full year 2015 leasing activity to 3.2 million sq. ft. Significant leasing transactions included:


    --  10-year lease with CytomX Therapeutics, Inc., an oncology-focused
        biopharmaceutical company, for 76,000 sq. ft. at The Cove Phase I
        development in South San Francisco, CA, scheduled to commence in the
        fourth quarter 2016;
    --  7-year renewal and expansion for 41,000 sq. ft. in San Diego, CA for a
        life science tenant; and
    --  Two renewals averaging 9.5 years for 50,000 sq. ft. at MOBs in Kentucky
        and Indiana.

In January, we executed a 5-year life science tenant renewal for 66,000 sq. ft. in Mountain View, CA.

We have pre-leased approximately 50% of The Cove Phase I, which consists of two buildings totaling up to 250,000 sq. ft., expected to be completed in the third quarter of 2016. In response to Phase I leasing success and continued strong demand from life science users in South San Francisco, we recently commenced the $185 million development The Cove Phase II, which adds two Class A buildings totaling up to 230,000 sq. ft. expected to be delivered by the third quarter of 2017. Visit our website for more information, including a link to see the development progress at www.hcpi.com/portfolio/life-science.

At December 31, 2015, our life science occupancy achieved its sixth consecutive quarterly all-time high at 98.2%, representing an increase of 300 basis points over prior year. Our medical office occupancy was 91.9%, representing an increase of 110 basis points over prior year.

SUSTAINABILITY LEADERSHIP

In November, HCP was named the 2015 Healthcare Leader in the Light Award winner by the National Association of Real Estate Investment Trusts ("NAREIT"). HCP has received a Leader in the Light award seven of the past nine years for producing significant, measurable results through our sustainability programs. More information about HCP's sustainability efforts can be found on our website at www.hcpi.com/sustainability.

DIVIDEND ARISTOCRAT

On January 28, 2016, our Board of Directors declared a quarterly cash dividend of $0.575 per common share. The dividend will be paid on February 23, 2016 to stockholders of record as of the close of business on February 8, 2016. HCP has increased its dividend for 31 consecutive years and is the first REIT included in the S&P 500 Dividend Aristocrats index.

FULL YEAR 2016 OUTLOOK

Estimates of FFO and EPS reflect recognizing income from our HCRMC investments on a cash basis beginning January 2016. The impact of removing non-cash HCRMC income to our FFO run-rate is approximately $150 million, or $0.32 per share (no impact to FAD or SPP Cash NOI).

For full year 2016, we expect: FFO per share to range between $2.74 and $2.80; FAD per share to range between $2.62 and $2.68; and EPS to range between $1.49 and $1.55. In addition, we expect 2016 SPP Cash NOI to increase between 1.5% and 2.5%. Excluding HCRMC, we expect 2016 SPP Cash NOI to increase between 2.3% and 3.3%. These estimates do not reflect the potential impact from unannounced future transactions. Refer to the "Projected Future Operations" and "Projected SPP Cash NOI" sections of this release for additional information regarding these estimates.



                                                   Full Year 2016 SPP Cash
                                                             NOI
                                                    -----------------------

                                                             Low            High
                                                             ---            ----

    Senior housing                                                    1.25%       2.25%

    Senior housing RIDEA (69 properties)                               3.0%        4.0%

    Post-acute/skilled nursing                                       (1.1%)      (0.1%)

    Life science                                                       6.2%        7.2%

    Medical office                                                     1.9%        2.9%

    Hospital                                                           1.7%        2.7%
                                                                        ---          ---

    SPP Cash NOI growth                                                1.5%        2.5%

    SPP Cash NOI growth, excluding HCRMC portfolio                     2.3%        3.3%

COMPANY INFORMATION

HCP has scheduled a conference call and webcast for Tuesday, February 9, 2016 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 and year ended December 31, 2015. The conference call is accessible by dialing (888) 317-6003 (U.S.) or (412) 317-6061 (International). The participant passcode is 3638438. The webcast is accessible via the Company's website at www.hcpi.com. This link can be found on the "Event Calendar" page, which is under the "Investor Relations" tab. Through February 24, 2016, an archive of the webcast will be available on our website, and a telephonic replay can be accessed by calling (877) 344-7529 (U.S.) or (412) 317-0088 (International) and entering passcode 10078967. The Company's supplemental information package for the current period is available with this earnings release on the Company's website in the "Presentations" section of the "Investor Relations" tab.

ABOUT HCP

HCP, Inc. is a fully integrated real estate investment trust (REIT) that invests primarily in real estate serving the healthcare industry in the United States. HCP's portfolio of assets is diversified among five distinct sectors: senior housing, post-acute/skilled nursing, life science, medical office and hospital. A publicly traded company since 1985, HCP: (i) is the first healthcare REIT selected to the S&P 500 index; (ii) has increased its dividend per share for 31 consecutive years; (iii) is the first REIT included in the S&P 500 Dividend Aristocrats index; and (iv) is recognized as a global leader in sustainability as a member of the Dow Jones and FTSE4Good sustainability indices, as well as the recipient in three of the past four years of both of the GRESB Global Healthcare Sector Leader and the NAREIT Healthcare Leader in the Light Award. For more information regarding HCP, visit www.hcpi.com.

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, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, among other things, the Company's expectations with respect to (i) earnings, FFO and FAD applicable to common shares on a diluted basis, SPP Cash NOI growth projections, and other financial projections and assumptions for the full year of 2016; (ii) the payment of the quarterly cash dividend; (iii) outcomes relating to the acquisitions, dispositions, developments and financing activities discussed above; (iv) proceeds from HCRMC sales of non-strategic assets; and (v) HCRMC's forecast and outlook. These statements are made as of the date hereof, are not guarantees of future performance and are subject to known and unknown risks, uncertainties, assumptions and other factors--many of which are out of the Company's and its management's control and difficult to forecast--that could cause actual results to differ materially from those set forth in or implied by such forward-looking statements. These risks and uncertainties include but are not limited to: HCRMC's ability to meet its contractual obligations under the HCRMC lease amendment and risks related to the impact of the U.S. Department of Justice lawsuit against HCRMC, including the possibility of larger than expected litigation costs, adverse results and related developments; our reliance on a concentration of a small number of tenants and operators, for a significant portion of our revenues; the financial weakness of tenants, operators and borrowers, including potential bankruptcies and downturns in their businesses, and their legal and regulatory proceedings, which results in uncertainties regarding our ability to continue to realize the full benefit of such tenants' and operators' leases and borrowers' loans; the ability of our tenants, operators and borrowers to conduct their respective businesses in a manner sufficient to maintain or increase their revenues and to generate sufficient income to make rent and loan payments to us and our ability to recover investments made, if applicable, in their operations; competition for tenants and operators, including with respect to new leases and mortgages and the renewal or rollover of existing leases; competition for skilled management, nurses and other trained personnel; availability of suitable properties to acquire at favorable prices and the competition for the acquisition and financing of those properties; the ability of our own tenants and operators to maintain costs and to compete for skilled management and nurses; our ability to negotiate the same or better terms with new tenants or operators if existing leases are not renewed or we exercise our right to replace an existing tenant or operator upon default; the risks associated with our investments in joint ventures and unconsolidated entities, including our lack of sole decision making authority and our reliance on our partners' financial condition and continued cooperation; our ability to achieve the benefits of investments, including those investments discussed above, within expected time frames or at all, or within expected cost projections; the potential impact on us and our tenants, operators and borrowers from current and future litigation matters, including the possibility of larger than expected litigation costs, adverse results and related developments; the effect on healthcare providers of legislation addressing entitlement programs and related services, including Medicare and Medicaid, which may result in future reductions in reimbursements; changes in federal, state or local laws and regulations, including those affecting the healthcare industry that affect our costs of compliance or increase the costs, or otherwise affect the operations, of our tenants and operators; volatility or uncertainty in the capital markets, the availability and cost of capital as impacted by interest rates, changes in our credit ratings, and the value of our common stock, and other conditions that may adversely impact our ability to fund our obligations or consummate transactions, or reduce the earnings from potential transactions; changes in global, national and local economic conditions, and currency exchange rates; changes in the credit ratings on United States ("U.S.") government debt securities or default or delay in payment by the U.S. of its obligations; our ability to manage our indebtedness level and changes in the terms of such indebtedness; the ability to maintain our qualification as a real estate investment trust; and other risks and uncertainties 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

Timothy M. Schoen
Executive Vice President and Chief Financial Officer
949-407-0400



                                                     HCP, Inc.

                                            Consolidated Balance Sheets

                                   In thousands, except share and per share data

                                                    (Unaudited)


                                                  December 31,                  December 31,

                                                          2015                           2014
                                                          ----                           ----

    Assets

    Real estate:

    Buildings and improvements                                    $12,501,511                    $10,972,973

    Development costs and construction in
     progress                                                       390,584                        275,233

    Land                                                          1,995,657                      1,889,438

    Accumulated depreciation and
     amortization                                               (2,605,036)                   (2,250,757)
                                                                 ----------

    Net real estate                                              12,282,716                     10,886,887


    Net investment in direct financing
     leases                                                       5,905,009                      7,280,334

    Loans receivable, net                                           768,743                        906,961

    Investments in and advances to
     unconsolidated joint ventures                                  605,244                        605,448

    Accounts receivable, net of allowance
     of $3,261 and $3,785, respectively                              48,929                         36,339

    Cash and cash equivalents                                       346,500                        183,810

    Restricted cash                                                  60,616                         48,976

    Intangible assets, net                                          614,227                        481,013

    Other assets, net                                               817,865                        901,668
                                                                    -------                        -------


    Total assets                                                  $21,449,849                    $21,331,436
                                                                  ===========                    ===========


    Liabilities and equity

    Bank line of credit                                              $397,432                       $838,516

    Term loans                                                      524,807                        212,986

    Senior unsecured notes                                        9,120,107                      7,589,960

    Mortgage debt                                                   932,212                        982,785

    Other debt                                                       94,445                         97,022

    Intangible liabilities, net                                      75,273                         84,723

    Accounts payable and accrued
     liabilities                                                    436,239                        432,934

    Deferred revenue                                                123,017                         95,411
                                                                    -------                         ------

    Total liabilities                                            11,703,532                     10,334,337
                                                                 ----------                     ----------



    Common stock, $1.00 par value:
     750,000,000 shares authorized;
     465,488,492 and 459,746,267 shares
     issued and outstanding, respectively                           465,488                        459,746

    Additional paid-in capital                                   11,647,039                     11,431,987

    Cumulative dividends in excess of
     earnings                                                   (2,738,414)                   (1,132,541)

    Accumulated other comprehensive loss                           (30,470)                      (23,895)
                                                                    -------                        -------

    Total stockholders' equity                                    9,343,643                     10,735,297
                                                                  ---------                     ----------


    Joint venture partners                                          217,066                         73,214

    Non-managing member unitholders                                 185,608                        188,588
                                                                    -------                        -------

    Total noncontrolling interests                                  402,674                        261,802
                                                                    -------                        -------


    Total equity                                                  9,746,317                     10,997,099
                                                                  ---------                     ----------


    Total liabilities and
     equity                                                       $21,449,849                    $21,331,436
                                                                  ===========                    ===========



                                                                             HCP, Inc.

                                                               Consolidated Statements of Operations

                                                                In thousands, except per share data

                                                                            (Unaudited)


                                                  Three Months Ended                                Year Ended

                                                     December 31,                                  December 31,
                                                     ------------                                  ------------

                                                 2015                      2014                      2015               2014
                                                 ----                      ----                      ----               ----


    Revenues:

    Rental and related revenues                            $299,100                             $279,791                       $1,144,482             $1,174,256

    Tenant recoveries                                      32,129                               28,821                          126,485                110,688

    Resident fees and services                            158,312                              103,760                          525,453                241,965

    Income from direct financing leases                   154,859                              167,346                          633,835                663,070

    Interest income                                        23,135                               23,341                          112,184                 74,491

    Investment management fee income                          501                                  469                            1,873                  1,809
                                                              ---                                  ---                            -----                  -----

    Total revenues                                        668,036                              603,528                        2,544,312              2,266,279
                                                          -------                              -------                        ---------              ---------


    Costs and expenses:

    Interest expense                                      122,027                              114,987                          479,596                439,742

    Depreciation and amortization                         141,156                              116,499                          510,785                459,995

    Operating                                             172,487                              130,430                          614,375                384,603

    General and administrative                             21,870                               20,141                           96,022                 82,175

    Acquisition and pursuit costs                           3,959                                3,766                           27,309                 17,142

    Impairments, net                          810,932                                      -                     1,403,853                       -
                                                                                                                ---------                     ---

    Total costs and expenses                            1,272,431                              385,823                        3,131,940              1,383,657
                                                        ---------                              -------                        ---------              ---------


    Other income:

    Gain on sales of real estate                    -                                 3,288                          6,377                   3,288

    Other income, net                                       2,651                                1,778                           14,404                  7,528
                                                            -----                                -----                           ------                  -----

    Total other income, net                                 2,651                                5,066                           20,781                 10,816
                                                            -----                                -----                           ------                 ------


    (Loss) income before income taxes and
     equity income from and impairment of
     unconsolidated joint ventures                      (601,744)                             222,771                        (566,847)               893,438

    Income tax benefit (expense)                            2,391                                2,590                            9,011                  (250)

    Equity income from unconsolidated joint
     ventures                                              23,397                               10,182                           57,313                 49,570

    Impairments of investments in
     unconsolidated joint ventures                       (18,661)                            (35,913)                        (45,895)              (35,913)
                                                                                                                              -------                -------

    (Loss) income from continuing operations            (594,617)                             199,630                        (546,418)               906,845
                                                                                                                             --------                -------


    Discontinued operations:

    Income before gain on sales of real
     estate, net of income taxes                    -                                     -                             -                  1,736

    Gain on sales of real estate, net of
     income taxes                                   -                                     -                             -                 28,010
                                                  ---                                   ---                           ---                 ------

    Total discontinued operations                   -                                     -                             -                 29,746
                                                                                                                      ---                 ------


    Net (loss) income                                   (594,617)                             199,630                        (546,418)               936,591

    Noncontrolling interests' share in
     earnings                                             (4,251)                             (3,047)                        (12,817)              (14,358)
                                                           ------                               ------                          -------                -------

    Net (loss) income attributable to HCP,
     Inc.                                               (598,868)                             196,583                        (559,235)               922,233

    Participating securities' share in
     earnings                                               (296)                               (438)                         (1,317)               (2,437)
                                                                                                                               ------                 ------


    Net (loss) income applicable to
     common shares                                       $(599,164)                            $196,145                       $(560,552)              $919,796
                                                          =========                             ========                        =========               ========


    Basic earnings per common share:

    Continuing operations                                   $(1.29)                               $0.43                          $(1.21)                 $1.94

    Discontinued operations                         -                                     -                             -                   0.07
                                                  ---                                   ---                           ---                   ----

    Net (loss) income applicable to
     common shares                                          $(1.29)                               $0.43                          $(1.21)                 $2.01
                                                             ======                                =====                           ======                  =====


    Diluted earnings per common share:

    Continuing operations                                   $(1.29)                               $0.43                          $(1.21)                 $1.94

    Discontinued operations                         -                                     -                             -                   0.06
                                                  ---                                   ---                           ---                   ----

    Net (loss) income applicable to
     common shares                                          $(1.29)                               $0.43                          $(1.21)                 $2.00
                                                             ======                                =====                           ======                  =====


    Weighted average shares used to calculate
     earnings per common share:

    Basic                                                 465,036                              459,333                          462,795                458,425
                                                          =======                              =======                          =======                =======

    Diluted                                               465,036                              459,752                          462,795                458,796
                                                          =======                              =======                          =======                =======



                                               HCP, Inc.

                                 Consolidated Statements of Cash Flows

                                              In thousands

                                              (Unaudited)


                                                      Year Ended December 31,
                                                      -----------------------

                                                       2015                        2014
                                                       ----                        ----

    Cash flows from operating
     activities:

    Net (loss)
     income                                                   $(546,418)                $936,591

    Adjustments to reconcile net
     (loss) income to net cash
     provided by operating
     activities:

    Depreciation and
     amortization                                   510,785                     459,995

    Amortization of
     market lease
     intangibles,
     net                                            (1,295)                      (949)

    Amortization of
     deferred
     compensation                                    26,127                      21,885

    Amortization of
     deferred
     financing
     costs, net                                      20,222                      19,260

    Straight-line
     rents                                         (28,859)                   (41,032)

    Loan and direct
     financing lease
     interest
     accretion                                     (95,713)                   (78,286)

    Deferred rental
     revenues                                       (2,813)                    (1,884)

    Equity income
     from
     unconsolidated
     joint ventures                                (57,313)                   (49,570)

    Distributions of
     earnings from
     unconsolidated
     joint ventures                                  15,111                       5,045

    Lease
     termination
     income, net                                    (1,103)                   (38,001)

    Gain on sales of
     real estate                                    (6,377)                   (31,298)

    Foreign exchange
     and other
     gains, net                                     (7,178)                    (2,270)

    Impairments, net                              1,449,748                      35,913

    Changes in:

    Accounts
     receivable, net                                (9,569)                    (8,845)

    Other assets                                   (19,453)                    (6,287)

    Accounts payable
     and accrued
     liabilities                                   (23,757)                     28,354
                                                    -------                      ------

    Net cash
     provided by
     operating
     activities                                   1,222,145                   1,248,621
                                                  ---------                   ---------

    Cash flows from investing
     activities:

    Acquisition of
     RIDEA III, net                               (770,325)                          -

    Acquisition of
     the CCRC
     unconsolidated
     joint venture
     interest, net                                        -                  (370,186)

    Acquisitions of
     other real
     estate                                       (613,252)                  (503,470)

    Development of
     real estate                                  (281,017)                  (178,513)

    Leasing costs
     and tenant and
     capital
     improvements                                  (84,282)                   (71,734)

    Proceeds from
     sales and
     pending sales
     of real estate,
     net                                             58,623                     104,557

    Contributions to
     unconsolidated
     joint ventures                                (69,936)                    (2,935)

    Distributions in
     excess of
     earnings from
     unconsolidated
     joint ventures                                  30,989                       2,657

    Proceeds from
     sales of
     marketable
     securities                                       2,348                           -

    Principal
     repayments on
     loans
     receivable,
     DFLs and other                                 625,701                     119,511

    Investments in
     loans
     receivable,
     DFLs and other                               (575,652)                  (600,019)

    Decrease
     (increase) in
     restricted cash                                  4,798                    (11,747)

    Net cash used in
     investing
     activities                                 (1,672,005)                 (1,511,879)
                                                 ----------                  ----------

    Cash flows from financing
     activities:

    Net borrowings
     under bank line
     of credit                                       98,743                     845,190

    Repayments under
     bank line of
     credit                                       (511,521)                          -

    Borrowings under
     term loan                                      333,014                           -

    Issuance of
     senior
     unsecured notes                              1,936,017                   1,150,000

    Repayments of
     senior
     unsecured notes                              (400,000)                  (487,000)

    Issuance of
     mortgage and
     other debt                                           -                     35,445

    Repayments of
     mortgage and
     other debt                                    (57,845)                  (447,784)

    Deferred
     financing costs                               (19,995)                   (16,550)

    Issuance of
     common stock
     and exercise of
     options                                        206,471                      96,592

    Repurchase of
     common stock                                   (8,738)                   (12,703)

    Dividends paid
     on common stock                            (1,046,638)                 (1,001,559)

    Issuance of
     noncontrolling
     interests                                      110,775                       4,674

    Purchase of
     noncontrolling
     interests                                      (7,049)                    (5,897)

    Distributions to
     noncontrolling
     interests                                     (19,147)                   (15,611)

    Net cash
     provided by
     financing
     activities                                     614,087                     144,797
                                                    -------                     -------

    Effect of
     foreign
     exchange on
     cash and cash
     equivalents                                    (1,537)                      1,715

    Net increase
     (decrease) in
     cash and cash
     equivalents                                    162,690                   (116,746)

    Cash and cash
     equivalents,
     beginning of
     year                                           183,810                     300,556
                                                    -------                     -------

    Cash and cash
     equivalents,
     end of year                                                $346,500                 $183,810
                                                                ========                 ========



                                                                                             HCP, Inc.

                                                                                     Funds From Operations(1)

                                                                                In thousands, except per share data

                                                                                            (Unaudited)


                                                                                                                  Three Months Ended                Year Ended

                                                                                                                     December 31,                  December 31,
                                                                                                                     ------------                  ------------

                                                                                                                  2015                 2014                   2015                2014
                                                                                                                  ----                 ----                   ----                ----


    Net (loss) income applicable to common shares                                                                        $(599,164)            $196,145                     $(560,552)              $919,796

    Depreciation and amortization                                                                                         141,156              116,499                        510,785                459,995

    Other depreciation and amortization(2)                                                                                  5,207                6,293                         22,223                 18,864

    Impairment of real estate                                                                                        -                     -                        2,948                      -

    Gain on sales of real estate                                                                                     -               (3,288)                       (6,377)              (31,298)

    Equity income from unconsolidated joint ventures                                                                     (23,397)            (10,182)                      (57,313)              (49,570)

    FFO from unconsolidated joint ventures                                                                                 21,176               22,190                         90,498                 70,873

    Noncontrolling interests' and participating securities' share in earnings                                               4,547                3,485                         14,134                 16,795

    Noncontrolling interests' and participating securities' share in FFO                                                  (8,203)             (6,408)                      (27,187)              (23,821)
                                                                                                                           ------               ------                        -------                -------

    FFO applicable to common shares                                                                                      $(458,678)            $324,734                      $(10,841)            $1,381,634

    Distributions on dilutive convertible units                                                                      -                 3,472                             -                13,799
                                                                                                                   ---                 -----                           ---                ------

    Diluted FFO applicable to common shares                                                                              $(458,678)            $328,206                      $(10,841)            $1,395,433
                                                                                                                          =========             ========                       ========             ==========


    Diluted FFO per common share                                                                                            $(0.99)               $0.70                        $(0.02)                 $3.00
                                                                                                                             ======                =====                         ======                  =====


    Weighted average shares used to calculate diluted FFO per share                                                       465,036              465,832                        462,795                464,845
                                                                                                                          =======              =======                        =======                =======


    Impact of adjustments to FFO:
                                                                                                                                                                     
    $                    
    $
    Other impairments, net(3)                                                                                              $829,593              $35,913                      1,446,800                 35,913

    Transaction-related items(4)                                                                                            3,959                4,269                         32,932               (18,856)

    Severance-related charge                                                                                         -                     -                        6,713                      -

    Foreign currency remeasurement losses (gains)                                                                              60                    -                       (5,437)                     -
                                                                                                                              ---                  ---                        ------                    ---
                                                                                                                                                                     
    $                    
    $
                                                                                                                           $833,612              $40,182                      1,481,008                 17,057
                                                                                                                           ========              =======                      =========                 ======

                                                                                                                                                                                           
    $
    FFO as adjusted applicable to common shares                                                                            $374,934             $364,916                     $1,470,167              1,398,691

    Distributions on dilutive convertible units and other                                                                   3,397                3,388                         13,597                 13,766
                                                                                                                            -----                -----                         ------                 ------
                                                                                                                                                                     
    $                    
    $
    Diluted FFO as adjusted applicable to common shares                                                                    $378,331             $368,304                      1,483,764              1,412,457
                                                                                                                           ========             ========                      =========              =========
                                                                                                                                                                     
    $                    
    $
    Per common share impact of adjustments on diluted FFO                                                                     $1.79                $0.09                           3.18                   0.04
                                                                                                                              =====                =====                           ====                   ====

                                                                                                                                                                     
    $                    
    $
    Diluted FFO as adjusted per common share                                                                                  $0.80                $0.79                           3.16                   3.04
                                                                                                                              =====                =====                           ====                   ====


    Weighted average shares used to calculate diluted FFO as adjusted per share                                           471,273              465,832                        469,064                464,845
                                                                                                                          =======              =======                        =======                =======


    _______________________________________

    (1)              We believe Funds From Operations ("FFO") is an important supplemental measure of operating
                     performance for a REIT. Because the historical cost accounting convention used for real
                     estate assets utilizes straight-line depreciation (except on land), such accounting
                     presentation implies that the value of real estate assets diminishes predictably over
                     time. Since real estate values instead have historically risen and fallen with market
                     conditions, presentations of operating results for a REIT that use historical cost
                     accounting for depreciation could be less informative. The term FFO was developed by the
                     REIT industry to address this issue. FFO as defined by the NAREIT is net income (loss)
                     applicable to common shares (computed in accordance with U.S. generally accepted
                     accounting principles or "GAAP"), excluding gains or losses from sales of property,
                     impairments of, or related to, depreciable real estate, plus real estate and other
                     depreciation and amortization, and after adjustments for joint ventures. Adjustments for
                     joint ventures are calculated to reflect FFO on the same basis. FFO does not represent
                     cash generated from operating activities in accordance with GAAP, is not necessarily
                     indicative of cash available to fund cash needs and should not be considered an
                     alternative to net income (loss). We compute FFO in accordance with the current NAREIT
                     definition; however, other REITs may report FFO differently or have a different
                     interpretation of the current NAREIT definition from ours. FFO as adjusted represents FFO
                     before the impact of severance-related charges, impairments (recoveries) of non-
                     depreciable assets, foreign currency remeasurement losses (gains) and transaction-related
                     items (defined below). Transaction-related items include acquisition and pursuit costs
                     (e.g., due diligence and closing) and gains/charges incurred as a result of mergers and
                     acquisitions and lease amendment or termination activities. Management believes that FFO
                     as adjusted provides a meaningful supplemental measurement of our FFO run-rate. This
                     measure is a modification of the NAREIT definition of FFO and should not be used as an
                     alternative to net income (loss) (determined in accordance with GAAP) or NAREIT FFO.


    (2)              For the three months ended December 31, 2015, other depreciation and amortization includes:
                     (i) $3 million of DFL depreciation and (ii) $2 million of lease incentive amortization
                     (reduction of straight-line rents) for the consideration given to terminate the 30
                     purchase options of the 153-property amended lease portfolio in the 2014 Brookdale
                     Transaction. For the year ended December 31, 2015, other depreciation and amortization
                     includes: (i) $13 million of DFL depreciation and (ii) $9 million of lease incentive
                     amortization (reduction of straight-line rents) related to the 2014 Brookdale
                     Transaction.


    (3)              For the three months ended December 31, 2015, other impairments, net include impairment
                     charges of: (i) $817 million related to our HCRMC DFL investments and (ii) $19 million
                     related to our equity investment in HCRMC, partially offset by impairment recovery of $6
                     million related to a loan payoff in our hospital segment. For the year ended December 31,
                     2015, other impairments, net include: (i) $1.3 billion related to our HCRMC DFL
                     investments, (ii) $112 million related to our Four Seasons unsecured notes, (iii) $46
                     million related to our equity investment in HCRMC, partially offset by (iv) impairment
                     recovery of $6 million related to a loan payoff in our hospital segment. For the three
                     months and year ended December 31, 2014, other impairment relates to our equity investment
                     in HCRMC. See Note 17 to the Consolidated Financial Statements for the year ended December
                     31, 2015 included in our Annual Report on Form 10-K.


    (4)              2014 transaction-related items primarily relate to the Brookdale Transaction that closed
                     in August 2014. See the "Non-GAAP Financial Measures Reconciliations" section of the
                     Management Discussion and Analysis for the year ended December 31, 2015 included in our
                     Annual Report on Form 10-K.



                                                                  HCP, Inc.

                                                     Funds Available for Distribution(1)

                                                     In thousands, except per share data

                                                                 (Unaudited)


                                  Three Months Ended                              Year Ended

                                     December 31,                                December 31,
                                     ------------                                ------------

                                  2015                   2014                      2015       2014
                                  ----                   ----                      ----       ----


    FFO as adjusted
     applicable to
     common shares                        $374,934                            $364,916               $1,470,167    $1,398,691

    Amortization of market lease
     intangibles, net                      (315)                              (330)                 (1,295)        (949)

    Amortization of deferred
     compensation(2)                       5,059                               5,418                   23,233        21,885

    Amortization of deferred
     financing costs, net                  5,272                               5,138                   20,222        19,260

    Straight-line rents                  (4,042)                            (5,950)                (28,859)     (41,032)

    DFL accretion(3)                    (23,685)                           (19,573)                (87,861)     (77,568)

    Other depreciation and
     amortization                        (5,207)                            (6,293)                (22,223)     (18,864)

    Deferred revenues - tenant
     improvement related                   (457)                              (633)                 (2,594)      (2,306)

    Deferred revenues -
     additional rents                      (860)                              (831)                   (219)          422

    Leasing costs and tenant and
     capital improvements               (31,193)                           (29,962)                (82,072)     (74,464)

    Lease restructure payments(4)          6,289                               5,136                   22,657         9,425

    Joint venture adjustments -
     CCRC entrance fees(5)                 8,870                               7,414                   30,918        11,443

    Joint venture and other FAD
     adjustments(3)                     (21,077)                           (19,487)                (80,225)     (67,121)
                                         -------                             -------                  -------       -------

    FAD applicable to
     common shares                        $313,588                            $304,963               $1,261,849    $1,178,822

    Distributions on dilutive
     convertible units                     3,547                               3,472                   14,230        13,799
                                           -----                               -----                   ------        ------


    Diluted FAD
     applicable to
     common shares                        $317,135                            $308,435               $1,276,079    $1,192,621
                                          ========                            ========               ==========    ==========


    Diluted FAD per
     common share                            $0.67                               $0.66                    $2.72         $2.57
                                             =====                               =====                    =====         =====


    Weighted average shares used
     to calculate diluted FAD per
     common share                        471,273                             465,832                  469,064       464,845
                                         =======                             =======                  =======       =======


    ________________________________________

    (1)              Funds Available for Distribution ("FAD") is defined as FFO as adjusted after excluding the
                     impact of the following: (i) amortization of acquired market lease intangibles, net; (ii)
                     amortization of deferred compensation expense; (iii) amortization of deferred financing
                     costs, net; (iv) straight-line rents; (v) accretion and depreciation related to DFLs and
                     lease incentive amortization (reduction of straight-line rents); and (vi) deferred revenues,
                     excluding amounts amortized into rental income that are associated with tenant funded
                     improvements owned/recognized by us and up-front cash payments made by tenants to reduce
                     their contractual rents. Also, FAD is: (i) computed after deducting recurring capital
                     expenditures, including leasing costs and second generation tenant and capital improvements;
                     and (ii) includes lease restructure payments and adjustments to compute our share of FAD from
                     our unconsolidated joint ventures and those related to CCRC non-refundable entrance fees.
                     Other REITs or real estate companies may use different methodologies for calculating FAD, and
                     accordingly, our FAD may not be comparable to those reported by other REITs. Although our FAD
                     computation may not be comparable to that of other REITs, management believes FAD provides a
                     meaningful supplemental measure of our performance and is frequently used by analysts,
                     investors, and other interested parties in the evaluation of our performance as a REIT. FAD
                     does not represent cash generated from operating activities determined in accordance with
                     GAAP, is not necessarily indicative of cash available to fund cash needs and should not be
                     considered as an alternative to net income (loss) determined in accordance with GAAP.


    (2)              For the year ended December 31, 2015, excludes $3 million related to the acceleration of
                     deferred compensation for restricted stock units and stock options that vested upon the
                     resignation of our former Executive Vice President and Chief Investment Officer, which is
                     included in the severance-related charge for the year ended December 31, 2015.


    (3)              For the three months and year ended December 31, 2015, DFL accretion reflects an elimination
                     of $14 million and $58 million, respectively. Our equity investment in HCRMC is accounted for
                     using the equity method, which requires an ongoing elimination of DFL income that is
                     proportional to our ownership in HCRMC. Further, our share of earnings from HCRMC (equity
                     income) increases for the corresponding elimination of related lease expense recognized at
                     the HCRMC entity level, which we present as a non-cash joint venture FAD adjustment.


    (4)              Over a period of three years from the closing of the 2014 Brookdale Transaction, we will
                     receive installment payments valued at $55 million for terminating the leases on the HCP
                     owned 49-property portfolio; we include these installment payments in FAD as the payments are
                     collected.


    (5)              Represents our 49% share of non-refundable entrance fees included in FAD as the fees are
                     collected by our CCRC JV.



                                                                                HCP, Inc.

                                                         Net Operating Income and Same Property Performance(1)(2)

                                                                           Dollars in thousands

                                                                               (Unaudited)


                                          Three Months Ended                                      Year Ended

                                             December 31,                                        December 31,
                                             ------------                                        ------------

                                         2015                        2014                         2015                   2014
                                         ----                        ----                         ----                   ----

    Net (loss) income                            $(594,617)                                 $199,630                            $(546,418)                 $936,591

    Interest income                              (23,135)                                 (23,341)                            (112,184)                 (74,491)

    Investment management fee income                (501)                                    (469)                              (1,873)                  (1,809)

    Interest expense                              122,027                                   114,987                               479,596                   439,742

    Depreciation and amortization                 141,156                                   116,499                               510,785                   459,995

    General and administrative                     21,870                                    20,141                                96,022                    82,175

    Acquisition and pursuit costs                   3,959                                     3,766                                27,309                    17,142

    Impairments, net                  810,932                                          -                          1,403,853                          -

    Gain on sales of real estate            -                                   (3,288)                            (6,377)                   (3,288)

    Other income, net                             (2,651)                                  (1,778)                             (14,404)                  (7,528)

    Income tax (benefit) expense                  (2,391)                                  (2,590)                              (9,011)                      250

    Equity income from unconsolidated
     joint ventures                              (23,397)                                 (10,182)                             (57,313)                 (49,570)

    Impairment of investments in
     unconsolidated joint ventures                 18,661                                    35,913                                45,895                    35,913

    Total discontinued operations           -                                         -                                  -                  (29,746)
                                          ---                                       ---                                ---                   -------

    NOI                                            $471,913                                  $449,288                            $1,815,880                $1,805,376

    Non-cash adjustments to NOI                  (28,052)                                 (25,877)                            (108,958)                (158,376)
                                                  -------                                   -------                              --------                  --------

    Cash (adjusted) NOI                            $443,861                                  $423,411                            $1,706,922                $1,647,000

    Non-SPP cash (adjusted) NOI                  (30,509)                                  (8,757)                            (178,549)                (126,451)
                                                  -------                                    ------                              --------                  --------

    Same property
     portfolio cash
     (adjusted) NOI(2)                             $413,352                                  $414,654                            $1,528,373                $1,520,549
                                                   ========                                  ========                            ==========                ==========


    Cash (adjusted) NOI % change -
     SPP(2)                            (0.3%)                                                                         0.5%
                                        =====                                                                           ===


    ________________________________________

    (1)              We believe Net Operating Income from Continuing Operations ("NOI") provides investors relevant
                     and useful information because it reflects only income and operating expense items that are
                     incurred at the property level and presents them on an unleveraged basis. We use NOI and cash
                     NOI to make decisions about resource allocations, assess and compare property level
                     performance, and evaluate our same property portfolio ("SPP"). We believe that net income
                     (loss) is the most directly comparable GAAP measure to NOI. NOI should not be viewed as an
                     alternative measure of operating performance to net income (loss) as defined by GAAP since it
                     does not reflect various excluded items. Further, our definition of NOI may not be comparable
                     to the definition used by other REITs or real estate companies, as they may use different
                     methodologies for calculating NOI.


                    NOI is defined as rental and related revenues, including tenant recoveries, resident fees and
                     services, and income from DFLs, less property level operating expenses; NOI excludes all of
                     the other financial statement amounts itemized above. Cash NOI is calculated as NOI after
                     eliminating the effects of straight-line rents, DFL accretion, amortization of market lease
                     intangibles and lease termination fees. Cash NOI is oftentimes referred to as "adjusted NOI."


    (2)              SPP statistics allow management to evaluate the performance of our real estate portfolio under
                     a consistent population by eliminating changes in the composition of our portfolio of
                     properties. We identify our SPP as stabilized properties that remained in operations and were
                     consistently reported as leased properties or operating properties (RIDEA) for the duration
                     of the year-over-year comparison periods presented, excluding assets held for sale.
                     Accordingly, it takes a stabilized property a minimum of 12 months in operations under a
                     consistent reporting structure to be included in our SPP. Newly acquired operating assets are
                     generally considered stabilized at the earlier of lease up (typically when the tenant(s)
                     controls the physical use of at least 80% of the space) or 12 months from the acquisition
                     date. Newly completed developments and redevelopments are considered stabilized at the
                     earlier of lease up or 24 months from the date the property is placed in service. SPP NOI
                     excludes certain non-property specific operating expenses that are allocated to each
                     operating segment on a consolidated basis. SPP cash NOI excludes the effects of foreign
                     exchange rate movements by using the average current period exchange rate to translate from
                     British pound sterling into U.S. dollars for the comparison periods. A property is removed
                     from our SPP when it is sold, placed into redevelopment or changes its reporting structure.



                                                                                  HCP, Inc.

                                                                       Projected Future Operations(1)

                                                                                 (Unaudited)


                                                                                                      Full Year 2016
                                                                                                      --------------

                                                                                                           Low              High
                                                                                                           ---              ----


    Diluted earnings per common share                                                                                 $1.49        $1.55

    Depreciation and amortization                                                                                      1.21         1.21

    Other depreciation and amortization                                                                                0.03         0.03

    Gain on sales of real estate                                                                                     (0.05)      (0.05)

    Joint venture FFO adjustments                                                                                      0.06         0.06
                                                                                                                       ----         ----

    Diluted FFO per common share                                                                                      $2.74        $2.80

    Amortization of net market lease intangibles and deferred revenues                                               (0.01)      (0.01)

    Amortization of deferred compensation                                                                              0.04         0.04

    Amortization of deferred financing costs, net                                                                      0.04         0.04

    Straight-line rents                                                                                              (0.03)      (0.03)

    Other depreciation and amortization                                                                              (0.03)      (0.03)

    Leasing costs and tenant and capital improvements                                                                (0.19)      (0.19)

    Lease restructure payments                                                                                         0.04         0.04

    Joint venture adjustments - CCRC entrance fees                                                                     0.07         0.07

    Joint venture and other FAD adjustments                                                                          (0.05)      (0.05)
                                                                                                                      -----        -----

    Diluted FAD per common share                                                                                      $2.62        $2.68
                                                                                                                      =====        =====


    ________________________________________

    (1)              The foregoing projections reflect management's view of current and future market conditions,
                     including assumptions with respect to rental rates, occupancy levels, development items and
                     the earnings impact of the events referenced in this release. These projections do not
                     reflect the potential impact of unannounced future acquisitions, dispositions, other
                     impairments or recoveries, the future bankruptcy or insolvency of our operators, lessees,
                     borrowers or other obligors, the effect of any future restructuring of our contractual
                     relationships with such entities, gains or losses on marketable securities, ineffectiveness
                     related to our cash flow hedges, or existing and future litigation matters including the
                     possibility of larger than expected litigation costs and related developments. Our actual
                     results may differ materially from the projections set forth above. The aforementioned ranges
                     represent management's best estimates based upon the underlying assumptions as of the date of
                     this press release. Except as otherwise required by law, management assumes no, and hereby
                     disclaims any, obligation to update any of the foregoing projections as a result of new
                     information or new or future developments.



                                                                                           HCP, Inc.

                                                                                   Projected SPP Cash NOI(1)

                                                                                     Dollars in thousands

                                                                                          (Unaudited)


    For the projected full year 2016 (low):


                                            Senior            Post-acute/  Life                    Medical

                                            Housing             Skilled
                                                                nursing   Science                  Office               Hospital    Total
                                             -------           --------   -------                  ------               --------    -----

    NOI(2)                                           $703,800              $429,500                            $280,900                $270,800   $85,600     $1,770,600

    Non-cash adjustments
     to NOI(3)                                       (11,000)                (600)                              (900)                (2,600)    1,300       (13,800)
                                                      -------                  ----                                ----                  ------     -----        -------

    Cash (adjusted) NOI                               692,800               428,900                             280,000                 268,200    86,900      1,756,800

    Non-SPP cash
     (adjusted) NOI                                  (71,000)              (7,800)                           (25,600)               (24,200)        -     (128,600)
                                                      -------                ------                             -------                 -------       ---      --------

    SPP cash (adjusted) NOI                          $621,800              $421,100                            $254,400                $244,000   $86,900      1,628,200
                                                     ========              ========                            ========                ========   =======

    Addback adjustments(4)                                                                                                           142,400

    Other income and expenses(5)                                                                                                      83,000

    Costs and expenses(6)                                                                                                        (1,145,600)

    Net income                                                                                                                                             $708,000
                                                                                                                                                           ========



    For the projected full year 2016 (high):


                                             Senior            Post-acute/  Life     Medical

                                             Housing             Skilled
                                                                 nursing   Science   Office             Hospital  Total
                                              -------           --------   -------   ------             --------  -----

    NOI(2)                                            $711,600              $434,200           $284,000             $273,800              $86,500     $1,790,100

    Non-cash adjustments
     to NOI(3)                                        (11,900)              (1,000)           (1,100)             (2,900)               1,275       (15,625)
                                                       -------                ------             ------               ------                -----        -------

    Cash (adjusted) NOI                                699,700               433,200            282,900              270,900               87,775      1,774,475

    Non-SPP cash
     (adjusted) NOI                                   (71,800)              (7,900)          (26,100)            (24,500)                   -     (130,300)
                                                       -------                ------            -------              -------                  ---      --------

    SPP cash (adjusted) NOI                           $627,900              $425,300           $256,800             $246,400              $87,775      1,644,175
                                                      ========              ========           ========             ========              =======

    Addback adjustments(4)                                                                                                      145,925

    Other income and expenses(5)                                                                                                 87,000

    Costs and expenses(6)                                                                                                   (1,141,600)

    Net income                                                                                                                                     $735,550
                                                                                                                                                   ========



    For the year ended December 31, 2015:


                                                               Senior            Post-acute/  Life     Medical

                                                               Housing             Skilled
                                                                                   nursing   Science   Office              Hospital      Total
                                                                -------           --------   -------   ------              --------      -----

    NOI(2)                                                              $669,938              $533,109           $272,767                   $255,675   $84,391      $1,815,880

    Non-cash adjustments
     to NOI(3)                                                          (16,127)             (78,738)          (10,128)                   (5,025)    1,060       (108,958)
                                                                         -------               -------            -------                     ------     -----        --------

    Cash (adjusted) NOI                                                  653,811               454,371            262,639                    250,650    85,451       1,706,922

    Non-SPP cash
     (adjusted) NOI                                                     (39,713)             (28,616)          (23,090)                  (11,172)      (4)      (102,595)
                                                                         -------               -------            -------                    -------       ---        --------

    SPP cash (adjusted) NOI                                             $614,098              $425,755           $239,549                   $239,478   $85,447       1,604,327
                                                                        ========              ========           ========                   ========   =======

    Addback adjustments(4)                                                                                                                211,553

    Other income and expenses(5)                                                                                                          201,162

    Costs and expenses(6)                                                                                                             (1,113,712)

    Impairments, net                                                                                                      (1,403,853)

    Impairment of investments in unconsolidated joint ventures                                                               (45,895)
                                                                                                                              -------

    Net loss                                                                                                                                                   $(546,418)
                                                                                                                                                                =========



    Projected SPP cash (adjusted) NOI growth for the full year 2016:


                                      Senior                Post-acute/   Life   Medical

                                      Housing                 Skilled
                                                              nursing   Science  Office       Hospital Total
                                       -------               --------   -------  ------       -------- -----

    Low                                             1.25%                 (1.1%)         6.2%            1.9% 1.7% 1.5%

    High                                            2.25%                 (0.1%)         7.2%            2.9% 2.7% 2.5%


    ________________________________________

    (1)              The foregoing projections reflect management's view of current and future market conditions,
                     including assumptions with respect to rental rates, occupancy levels, development items and
                     the earnings impact of the events referenced in this release. These projections do not
                     reflect the potential impact of unannounced future acquisitions, dispositions, other
                     impairments or recoveries, the future bankruptcy or insolvency of our operators, lessees,
                     borrowers or other obligors, the effect of any future restructuring of our contractual
                     relationships with such entities, gains or losses on marketable securities, ineffectiveness
                     related to our cash flow hedges, or existing and future litigation matters including the
                     possibility of larger than expected litigation costs and related developments. Our actual
                     results may differ materially from the projections set forth above. The aforementioned ranges
                     represent management's best estimates based upon the underlying assumptions as of the date of
                     this press release. Except as otherwise required by law, management assumes no, and hereby
                     disclaims any, obligation to update any of the foregoing projections as a result of new
                     information or new or future developments.


    (2)              Represents rental and related revenues, including tenant recoveries, resident fees and
                     services, and income from DFLs, less property level operating expenses.


    (3)              Represents straight-line rents, DFL accretion, amortization of market lease intangibles and
                     lease termination fees.


    (4)             Represents non-cash adjustments to NOI and non-SPP cash (adjusted) NOI.


    (5)              Represents interest income, investment management fee income, gain on sales of real estate,
                     other income, net, income taxes and equity income from unconsolidated joint ventures.


    (6)              Represents interest expense, depreciation and amortization, general and administrative
                     expenses, and acquisition and pursuit costs.

No reconciliations of projected senior housing RIDEA portfolio SPP Cash NOI growth and consolidated SPP Cash NOI growth, excluding HCRMC are included in this release because we are unable to quantify certain amounts that would be required to be included in the comparable GAAP financial measures without unreasonable efforts, and we believe such reconciliations would imply a degree of precision that would be confusing or misleading to investors.

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SOURCE HCP, Inc.