In the news release, HCP Announces Results for the Quarter Ended June 30, 2017, issued 01-Aug-2017 by HCP, Inc. over PR Newswire, the second bullet of the "TRANSACTION ACTIVITY" section, should read "In July, we acquired a portfolio of three medical office buildings in Texas for $49 million." rather than "In July, we acquired a portfolio of three medical office buildings in Texas for $449 million." as incorrectly transmitted by PR Newswire. The complete, corrected release follows:

HCP Announces Results for the Quarter Ended June 30, 2017

IRVINE, Calif., Aug. 1, 2017 /PRNewswire/ --

SECOND QUARTER 2017 AND RECENT HIGHLIGHTS

- EPS, FFO and FFO as adjusted per share, were $0.04, $0.35 and $0.48, respectively

- Achieved year-over-year three- and six-month SPP Cash NOI growth of 2.1% and 3.1%, respectively

- Completed or under contract on $75 million of acquisitions and generated $399 million of proceeds from dispositions and loan repayments through August 1(st)

- Announced $116 million of new development and redevelopment projects

- Repurchased $500 million of our 5.375% senior notes due 2021 and remain on-track to meeting our previously disclosed leverage targets

- Entered into a definitive agreement to sell our Tandem debt investment for $197 million

- Enhanced corporate governance by opting out of the Maryland Unsolicited Takeovers Act (MUTA) and adopting majority standard voting

- Announced Scott Brinker will join as EVP Chief Investment Officer, effective January 2018

- Reaffirmed full-year 2017 FFO as adjusted and SPP Cash NOI guidance ranges

HCP (NYSE:HCP) announced results for the quarter ended June 30, 2017.



                                              Three Months Ended             Three Months Ended
                                                June 30, 2017                  June 30, 2016

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

    Net income                                            $19,283                      $0.04                 $301,375              $0.64 $(0.60)
                                                          =======                      =====                 ========              =====  ======

    FFO                                                  $164,650                      $0.35                 $333,218              $0.71 $(0.36)

    Other impairment(1)                        56,682                   0.12                -              -                 0.12

       Transaction-related items                  840                      -          14,658            0.03                (0.03)

    Other(2)                                    2,598                   0.01                -              -                 0.01
                                                -----                   ----              ---            ---                 ----

    FFO as adjusted                                      $224,770                      $0.48                 $347,876              $0.74 $(0.26)
                                                         ========                      =====                 ========              =====  ======

    FFO as adjusted from QCP                        -                     -       (101,637)          (0.21)                 0.21
                                                  ---                   ---        --------           -----                  ----

    Comparable FFO as adjusted(3)                        $224,770                      $0.48                 $246,239              $0.53 $(0.05)
                                                         ========                      =====                 ========              =====  ======

    FAD                                                  $200,157                                  $337,866
                                                         ========                                  ========

_______________________________________



    (1)              Relates to the impairment of our
                     Tandem Health Care Loan.

    (2)              Includes: (i) $3.4 million of
                     litigation costs and (ii) $0.8
                     million of foreign currency
                     remeasurement gains.

    (3)              Represents FFO as adjusted excluding
                     FFO as adjusted from QCP and
                     interest expense related to debt
                     repaid using proceeds from the spin-
                     off, assuming these transactions
                     occurred at the beginning of the
                     earliest period presented.
                     Comparable FFO as adjusted allows
                     management to evaluate the
                     performance of our remaining real
                     estate portfolio following the
                     completion of the QCP spin-off.

FFO, FFO as adjusted, FAD, Comparable FFO as adjusted, SPP Cash NOI and SPP NOI are supplemental non-GAAP financial measures that we believe are useful in evaluating the operating performance of real estate investment trusts. See "Discussion and Reconciliation of Non-GAAP Financial Measures" for the quarter ended June 30, 2017 for definitions, discussions of their uses and inherent limitations, and reconciliations to the most directly comparable financial measures calculated and presented in accordance with GAAP on the Investor Relations section of our website at http://ir.hcpi.com/financial-reconciliation.

SAME PROPERTY PORTFOLIO OPERATING SUMMARY

The table below outlines the three-month same property portfolio operating results for the second quarter:



                       Year-Over-Year

                  Occupancy           SPP Growth

                     2Q17                2Q16        NOI        Cash NOI

    Senior
     housing
     triple-
     net                   86.1%               86.6%       1.6%          2.6%

    Senior
     housing
     operating
     portfolio
     ("SHOP")(1)           86.8%               88.7%     (3.8)%        (1.6)%

    Life
     science               96.5%               98.5%       2.1%          3.7%

    Medical
     office                92.0%               92.0%       1.8%          2.6%

    Other non-
     reportable
     segments
     ("Other")(2)            N/A                 N/A       3.8%          1.5%

    Total
     Portfolio                                             1.0%          2.1%

_______________________________________



    (1)              SHOP SPP Cash NOI growth consists
                     of the following components:
                     Assisted Living /Independent
                     Living (0.5%) and CCRC JV
                     (9.1%).

    (2)              Other primarily includes our
                     hospitals and U.K. real estate
                     investments. See our
                     Supplemental Report for
                     additional details.

TRANSACTION ACTIVITY

ACQUISITIONS

During the second quarter and through August 1, 2017, we announced $75 million of acquisitions.


    --  In June, we acquired Wateridge, a 124,000 square foot campus in the
        Sorrento Mesa submarket of San Diego for $26 million. Upon acquisition,
        we commenced repositioning one of the buildings into class-A lab space
        following an office-to-lab conversion strategy.
    --  In July, we acquired a portfolio of three medical office buildings in
        Texas for $49 million.

LOAN REPAYMENTS AND DISPOSITIONS

During the second quarter we received $399 million of proceeds from loan repayments and dispositions. Significant transactions included:


    --  In June, the HC-One mezzanine loan was repaid generating $367 million of
        proceeds. We have now exited substantially all of our U.K. debt
        investments.
    --  As previously disclosed, in April, we sold a land parcel in San Diego,
        California for $27 million.

DEVELOPMENT AND REDEVELOPMENT

At quarter end, our development pipeline totaled $640 million and is expected to produce a weighted average stabilized yield 150-200 basis points over respective market cap rates. During the quarter we placed $65 million of development in service, including $41 million at Phase I of The Cove, our premier $720 million, class-A life science development project in South San Francisco.

Our redevelopment pipeline totals $109 million and is expected to produce a weighted average return on incremental capital of 9-12%.

During the second quarter and through July, we added $116 million of new projects to our development and redevelopment pipelines including:


    --  Commenced $22 million of redevelopment projects at two recently-acquired
        life science assets in the Sorrento Mesa submarket of San Diego.
    --  Commenced a $40 million redevelopment of a medical office building
        located in the University City submarket in Philadelphia near the
        University of Pennsylvania.
    --  Entered into a joint venture agreement and commenced development on a
        111 unit senior housing facility in Otay Ranch, California (San Diego
        MSA) for $31 million. Our share of the total construction cost is
        approximately $28 million with an estimated completion in the second
        half of 2018.
    --  In July, commenced development on a 79 unit senior housing facility in
        Waldwick, New Jersey (New York MSA) for $31 million. Our share of the
        total construction costs is approximately $26 million with an estimated
        completion in late 2018.

BALANCE SHEET AND DEBT TENDER

During the quarter, we made tangible progress towards meeting our balance sheet targets of net debt to adjusted EBITDA in the low-to-mid six-times range and financial leverage in the 43% to 44% range by the end of 2017. As previously disclosed, we repaid $131 million on our credit facility and $250 million of senior notes upon maturity using proceeds from the Brookdale 64 disposition.

As of June 30, 2017, we had $2.3 billion of liquidity from a combination of cash and availability under our $2.0 billion credit facility and no major senior notes or secured debt maturities until early 2019.

As previously announced, in July, we repurchased $500 million of our 5.375% senior notes due 2021 using capital-recycling proceeds from the HC-One loan repayment and Brookdale 64 disposition.

In connection with the tender offer, we expect to incur an extinguishment of debt charge of approximately $54 million in the third quarter. A copy of the tender offer press release is available in the Investor Relations section of our website at http://ir.hcpi.com.

TANDEM DEBT INVESTMENT UPDATE

During the second quarter, continued challenges in the post-acute/skilled nursing operating environment and tenant-specific headwinds contributed to a decline in the financial performance of the assets underlying our Tandem debt investment. As a result, the fair value of our collateral, net of the senior mortgage debt, fell below the carrying value of our investment. As part of our quarterly review process, we recorded a $57 million impairment write-down during the second quarter and reduced the carrying value of our Tandem debt investment to $200 million.

On July 31, subsequent to the aforementioned impairment, we entered into a definitive agreement to sell our Tandem debt investment for $197 million, subject to customary closing conditions. This investment represents our last meaningful exposure to both post-acute/skilled-nursing assets and highly-leveraged mezzanine investments. The transaction is expected to close during 2017.

CORPORATE GOVERNANCE ENHANCEMENTS

On July 27, our Board of Directors adopted corporate governance enhancements for our stockholders by opting out of the Maryland Unsolicited Takeovers Act (MUTA), and reduced the threshold for bylaw amendments to a majority voting standard. As a result of opting out of MUTA, any actions, including the election to classify the Board, requires the affirmative majority vote by stockholders. The Board's decision to authorize majority voting for bylaw amendments enables stockholders to amend our bylaws by an affirmative majority vote rather than the previous super-majority standard. These topics have been in focus with stockholders and our enhancements demonstrate HCP's commitment to good governance practices.

EXECUTIVE LEADERSHIP

In May 2017, we announced Scott Brinker will join the Company as Executive Vice President and Chief Investment Officer, with an effective date of January 4, 2018.

In July 2017, we announced Shawn Johnston will join the Company as Senior Vice President and Chief Accounting Officer effective August 15, 2017.

DIVIDEND

On July 27, 2017, our Board declared a quarterly cash dividend of $0.37 per common share. The dividend will be paid on August 22, 2017 to stockholders of record as of the close of business on August 7, 2017.

SUSTAINABILITY

For the sixth consecutive year, we were named as a constituent to the FTSE4Good Index Series, an equity index series designed to facilitate investment in companies that meet globally recognized environmental, social and governance criteria. More information about HCP's sustainability efforts can be found on our website at www.hcpi.com/sustainability.

OUTLOOK

For full-year 2017, we expect EPS to range between $1.18 and $1.24; FFO per share to range between $1.73 and $1.79; and FFO as adjusted per share to range between $1.89 and $1.95. In addition, we expect 2017 SPP Cash NOI to increase between 2.5% and 3.5%. These estimates do not reflect the potential impact from unannounced future transactions other than capital recycling activities. For additional detail and information regarding these estimates, refer to the "Projected SPP Cash NOI" section of this release, and the 2017 Guidance section of our corresponding Supplemental Report, available in the Investor Relations section of our website at http://ir.hcpi.com.



             Projected Full Year 2017

              SPP NOI                 SPP Cash NOI

                Low                       High        Low        High

    Senior
     housing
     triple-
     net               2.0%                      3.0%       5.0%      6.0%

    SHOP             (3.9)%                    (0.9)%     (3.0)%        -%

    Life
     science           2.0%                      3.0%       3.5%      4.5%

    Medical
     office            1.8%                      2.8%       2.5%      3.5%

    Other(1)           2.0%                      3.0%       0.8%      1.8%

    SPP
     Growth            1.2%                      2.2%       2.5%      3.5%

_______________________________________



    (1)              Other primarily includes our
                     hospitals and U.K. real estate
                     investments. See our
                     Supplemental Report for
                     additional details.

COMPANY INFORMATION

HCP has scheduled a conference call and webcast for Tuesday, August 1, 2017 at 9:00 a.m. Pacific Time (12:00 p.m. Eastern Time) to present its performance and operating results for the quarter ended June 30, 2017. The conference call is accessible by dialing (888) 317-6003 (U.S.) or (412) 317-6061 (International). The conference ID number is 8465819. You may also access the conference call via webcast at www.hcpi.com. This link can be found in the "News and Events" section, which is under "Investor Relations". Through August 17, 2017, an archive of the webcast will be available on our website, and a telephonic replay can be accessed by dialing (877) 344-7529 (U.S.) or (412) 317-0088 (International) and entering conference ID number 10110173. Our Supplemental Report for the current period is available, with this earnings release, on our website in the "Financial Information" section under "Investor Relations".

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 owns a large-scale portfolio diversified across multiple sectors, led by senior housing, life science and medical office. Recognized as a global leader in sustainability, HCP has been a publicly-traded company since 1985 and was the first healthcare REIT selected to the S&P 500 index. 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, (i) all statements under the heading "Outlook," including without limitation with respect to expected EPS, FFO per share, FFO as adjusted per share, Comparable FFO per share, SPP NOI, SPP Cash NOI and other financial projections and assumptions, including those in the "Projected SPP NOI and Cash NOI" sections of this release, as well as comparable statements included in other sections of this release; (ii) statements regarding the payment of a quarterly cash dividend; (iii) statements regarding timing, outcomes and other details relating to current, pending or contemplated acquisitions, dispositions, developments, joint venture transactions, capital recycling and financing activities, and other transactions discussed in this release, including without limitation those described under the heading "Development and Redevelopment,"'; (iv) the incurrence of debt extinguishment charges in connection with the tender offer; and (v) the executive leadership updates described under the heading "Executive Leadership." 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 our and our 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: our reliance on a concentration of a small number of tenants and operators for a significant percentage of our revenues, with our concentration in Brookdale increasing as a result of the consummation of the spin-off of QCP on October 31, 2016; the financial condition of our existing and future 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 existing and future 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; our concentration in the healthcare property sector, particularly in life sciences, senior housing, medical office buildings and hospitals, which makes our profitability more vulnerable to a downturn in a specific sector than if we were investing in multiple industries; availability of suitable properties to acquire at favorable prices, the competition for the acquisition and financing of those properties, and the costs of associated property development; 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 foreclose on loan collateral or 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 acquisitions and other investments, including those discussed above, within expected time frames or at all, or within expected cost projections; operational risks associated with third party management contracts, including the additional regulation and liabilities of our RIDEA lease structures; 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 our tenants and operators of legislation, executive orders and other legal requirements, including the Affordable Care Act and licensure, certification and inspection requirements, as well as laws 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 or other conditions, including currency exchange rates; our ability to manage our indebtedness level and changes in the terms of such indebtedness; competition for skilled management and other key personnel; the ability to maintain our qualification as a real estate investment trust; and other risks and uncertainties described from time to time in our Securities and Exchange Commission filings. You should not place undue reliance on any forward-looking statements. We assume no, and hereby disclaim 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

Andrew Johns
Vice President - Finance and Investor Relations
949-407-0400



                                              HCP, Inc.

                                     Consolidated Balance Sheets

                            In thousands, except share and per share data

                                             (unaudited)


                                                     June 30,                  December 31,
                                                           2017                         2016
                                                           ----                         ----

    Assets

    Real Estate:

    Buildings and
     improvements                                                  $11,114,139               $11,692,654

    Development
     costs and
     construction
     in progress                                        444,528                      400,619

    Land                                              1,765,305                    1,881,487

    Accumulated
     depreciation
     and
     amortization                                   (2,672,489)                 (2,648,930)
                                                     ----------                   ----------

    Net real
     estate                                          10,651,483                   11,325,830

    Net
     investment
     in direct
     financing
     leases                                             711,777                      752,589

    Loans
     receivable,
     net                                                393,575                      807,954

    Investments
     in and
     advances to
     unconsolidated
     joint
     ventures                                           829,231                      571,491

    Accounts
     receivable,
     net of
     allowance of
     $4,104 and
     $4,459,
     respectively                                        36,969                       45,116

    Cash and cash
     equivalents                                        391,965                       94,730

    Restricted
     cash                                                61,481                       42,260

    Intangible
     assets, net                                        414,404                      479,805

    Assets held
     for sale,
     net                                                      -                     927,866

    Other assets,
     net                                                611,690                      711,624
                                                        -------                      -------

    Total assets                                                   $14,102,575               $15,759,265
                                                                   ===========               ===========


    Liabilities and Equity

    Bank line of
     credit                                                           $136,311                  $899,718

    Term loans                                          218,832                      440,062

    Senior
     unsecured
     notes                                            6,889,045                    7,133,538

    Mortgage debt                                       146,337                      623,792

    Other debt                                           94,801                       92,385

    Intangible
     liabilities,
     net                                                 51,463                       58,145

    Liabilities
     of assets
     held for
     sale, net                                                -                       3,776

    Accounts
     payable and
     accrued
     liabilities                                        389,690                      417,360

    Deferred
     revenue                                            147,155                      149,181
                                                        -------                      -------

    Total
     liabilities                                      8,073,634                    9,817,957
                                                      ---------                    ---------

    Commitments and contingencies

    Common stock,
     $1.00 par                                     outstanding,
     value:                                        respectively
     750,000,000
     shares
     authorized;
     468,879,344
     and
     468,081,489
     shares
     issued and                                         468,879                      468,081

    Additional
     paid-in
     capital                                          8,216,781                    8,198,890

    Cumulative
     dividends in
     excess of
     earnings                                       (2,956,324)                 (3,089,734)

    Accumulated
     other
     comprehensive
     loss                                              (27,289)                    (29,642)
                                                        -------                      -------

    Total
     stockholders'
     equity                                           5,702,047                    5,547,595
                                                      ---------                    ---------

    Joint venture
     partners                                           149,456                      214,377

    Non-managing
     member
     unitholders                                        177,438                      179,336
                                                        -------                      -------

    Total
     noncontrolling
     interests                                          326,894                      393,713
                                                        -------                      -------


    Total equity                                      6,028,941                    5,941,308
                                                      ---------                    ---------


    Total
     liabilities
     and equity                                                    $14,102,575               $15,759,265
                                                                   ===========               ===========



                                                                    HCP, Inc.

                                                      Consolidated Statements of Operations

                                                       In thousands, except per share data

                                                                   (unaudited)


                                               Three Months Ended                                 Six Months Ended
                                                  June 30,                                      June 30,

                                             2017                     2016                      2017                      2016
                                             ----                     ----                      ----                      ----

    Revenues:

    Rental and related revenues                      $263,820                              $292,168                            $550,038 $582,548

    Tenant recoveries                      35,259                   33,531                    68,934                    64,906

    Resident fees and services            125,416                  164,202                   265,648                   329,965

    Income from direct
     financing leases                      13,564                   15,647                    27,276                    30,557

    Interest income                        20,869                   32,787                    39,200                    50,816
                                           ------                   ------                    ------                    ------

    Total revenues                        458,928                  538,335                   951,096                 1,058,792
                                          -------                  -------                   -------                 ---------


    Costs and expenses:

    Interest expense                       77,788                  121,333                   164,506                   243,395

    Depreciation and
     amortization                         130,751                  139,919                   267,305                   279,774

    Operating                             153,163                  179,080                   312,244                   355,037

    General and administrative             21,286                   22,779                    43,764                    48,230

    Acquisition and pursuit
     costs                                    867                      823                     1,924                     3,298

    Impairment                             56,682                        -                   56,682                         -

    Total costs and expenses              440,537                  463,934                   846,425                   929,734
                                          -------                  -------                   -------                   -------

    Other income:

    Gain on sales of real
     estate, net                              412                  119,614                   317,670                   119,614

    Other income, net                          71                    2,340                    51,279                     3,632
                                              ---                    -----                    ------                     -----

    Total other income, net                   483                  121,954                   368,949                   123,246
                                              ---                  -------                   -------                   -------


    Income before income taxes
     and equity income (loss)
     from unconsolidated joint
     ventures                              18,874                  196,355                   473,620                   252,304

    Income tax benefit
     (expense)                              2,987                    2,179                     9,149                   (1,525)

    Equity income (loss) from
     unconsolidated joint
     ventures                                 240                  (1,067)                    3,509                   (1,975)

    Income from continuing
     operations                            22,101                  197,467                   486,278                   248,804
                                           ------                  -------                   -------                   -------


    Discontinued operations:

    Income before income taxes                  -                 107,551                         -                  225,293

    Income taxes                                -                   (176)                        -                 (49,510)
                                              ---                    ----                       ---                  -------

    Total discontinued
     operations                                 -                 107,375                         -                  175,783
                                              ---                 -------                       ---                  -------


    Net income                             22,101                  304,842                   486,278                   424,587

    Noncontrolling interests'
     share in earnings                    (2,718)                 (3,125)                  (5,750)                  (6,751)
                                           ------                   ------                    ------                    ------


    Net income attributable to
     HCP, Inc.                             19,383                  301,717                   480,528                   417,836

    Participating securities'
     share in earnings                      (100)                   (342)                    (674)                    (651)
                                             ----                     ----                      ----                      ----

    Net income applicable to
     common shares                                    $19,283                              $301,375                            $479,854 $417,185
                                                      =======                              ========                            ======== ========


    Earnings per common share:

    Basic                                               $0.04                                 $0.65                               $1.02    $0.89
                                                        =====                                 =====                               =====    =====

    Diluted                                             $0.04                                 $0.64                               $1.02    $0.89
                                                        =====                                 =====                               =====    =====


    Weighted average shares used to
     calculate earnings per common share:

    Basic                                 468,646                  467,084                   468,474                   466,579
                                          =======                  =======                   =======                   =======

    Diluted                               468,839                  471,425                   473,366                   466,777
                                          =======                  =======                   =======                   =======



                                                             HCP, Inc.

                                                       Funds From Operations

                                                In thousands, except per share data

                                                            (unaudited)


                                            Three Months Ended                              Six Months Ended
                                               June 30,                                   June 30,

                                          2017                     2016                   2017                      2016
                                          ----                     ----                   ----                      ----

    Net income applicable to common
     shares                                        $19,283                           $301,375                            $479,854   $417,185

    Real estate related depreciation
     and amortization                  130,751                  141,386                267,305                   282,708

    Other depreciation and
     amortization(1)                     2,347                    2,974                  5,358                     5,936

    Gain on sales of real estate, net    (412)               (119,614)              (317,670)                 (119,614)

    Taxes associated with real estate
     dispositions(2)                         1                        -               (5,498)                   53,177

    Equity (income) loss from
     unconsolidated joint ventures       (240)                   1,067                (3,509)                    1,975

    FFO from unconsolidated joint
     ventures                           16,554                   11,172                 34,862                    21,550

    Noncontrolling interests' and
     participating securities' share
     in earnings                         2,818                    3,467                  6,424                     7,402

    Noncontrolling interests' and
     participating securities' share
     in FFO                            (6,452)                 (8,609)              (14,244)                 (17,836)
                                        ------                   ------                -------                   -------

    FFO applicable to common shares               $164,650                           $333,218                            $452,882   $652,483

    Distributions on dilutive
     convertible units and other             -                   3,525                  3,654                     7,109
                                           ---                   -----                  -----                     -----

    Diluted FFO applicable to common
     shares                                       $164,650                           $336,743                            $456,536   $659,592
                                                  ========                           ========                            ========   ========

    Diluted FFO per common share                     $0.35                              $0.71                               $0.96      $1.40
                                                     =====                              =====                               =====      =====

    Weighted average shares used to
     calculate diluted FFO per common
     share                             468,839                  473,149                473,366                   472,667
                                       =======                  =======                =======                   =======

    Impact of adjustments to FFO:

    Transaction-related items(3)                      $840                            $14,658                              $1,896    $17,176

    Other impairment, net(4)            56,682                        -                 5,787                         -

    Litigation costs                     3,366                        -                 5,205                         -

    Foreign currency remeasurement
     gains                               (768)                       -                 (845)                        -
                                          ----                      ---                  ----                       ---

                                                   $60,120                            $14,658                             $12,043    $17,176
                                                   =======                            =======                             =======    =======

    FFO as adjusted applicable to
     common shares                                $224,770                           $347,876                            $464,925   $669,659

    Distributions on dilutive
     convertible units and other         1,738                    3,503                  3,632                     7,083
                                         -----                    -----                  -----                     -----

    Diluted FFO as adjusted applicable
     to common shares                             $226,508                           $351,379                            $468,557   $676,742
                                                  ========                           ========                            ========   ========

    Per common share impact of
     adjustments on diluted FFO                      $0.13                              $0.03                               $0.03      $0.03
                                                     =====                              =====                               =====      =====

    Diluted FFO as adjusted per common
     share                                           $0.48                              $0.74                               $0.99      $1.43
                                                     =====                              =====                               =====      =====

    Weighted average shares used to
     calculate diluted FFO as adjusted
     per common share                  473,528                  473,149                473,366                   472,667
                                       =======                  =======                =======                   =======

    FFO as adjusted from QCP                 $           -                          $101,637                         $         -  $199,845
                                           ===         ===                          ========                       ===       ===  ========

    Diluted Comparable FFO as adjusted
     applicable to common shares(5)               $226,508                           $249,742                            $468,557   $476,897
                                                  ========                           ========                            ========   ========

    FFO as adjusted from QCP per
     common share                            $           -                           $(0.21)                        $         -   $(0.42)
                                           ===         ===                            ======                       ===       ===    ======

    Diluted Comparable FFO as adjusted
     per common share                                $0.48                              $0.53                               $0.99      $1.01
                                                     =====                              =====                               =====      =====

_______________________________________



    (1)              Other depreciation and
                     amortization includes DFL
                     depreciation and lease incentive
                     amortization (reduction of
                     straight-line rents) for the
                     consideration given to terminate
                     the 30 purchase options on the
                     153-property amended lease
                     portfolio in the 2014 Brookdale
                     transaction.

    (2)              For the six months ended June 30,
                     2017, represents income tax
                     benefit associated with the
                     disposition of real estate assets
                     in our RIDEA II transaction. For
                     the six months ended June 30,
                     2016, represents income tax
                     expense associated with the state
                     built-in gain tax payable upon
                     the disposition of specific real
                     estate assets, of which $49
                     million relates to the HCR
                     ManorCare, Inc. real estate
                     portfolio.

    (3)              On January 1, 2017, we early
                     adopted the Financial Accounting
                     Standards Board Accounting
                     Standards Update No. 2017-01,
                     Clarifying the Definition of a
                     Business ("ASU 2017-01") which
                     prospectively results in
                     recognizing the majority of our
                     real estate acquisitions as asset
                     acquisitions rather than business
                     combinations. Acquisition and
                     pursuit costs relating to
                     completed asset acquisitions are
                     capitalized, including those costs
                     incurred prior to January 1, 2017.
                     Real estate acquisitions completed
                     prior to January 1, 2017 were
                     deemed business combinations and
                     the related acquisition and
                     pursuit costs were expensed as
                     incurred. For the three and six
                     months ended June 30, 2016,
                     primarily relates to the QCP spin-
                     off.

    (4)              For the three months ended June
                     30, 2017, relates to the
                     impairment of our Tandem Health
                     Care Loan. For the six months
                     ended June 30, 2017, relates to
                     the impairment of our Tandem
                     Health Care Loan, net of the
                     impairment recovery upon the sale
                     of our Four Seasons Notes in the
                     first quarter of 2017.

    (5)              Excludes FFO as adjusted from QCP
                     and interest expense related to
                     debt repaid using proceeds from
                     the spin-off, assuming these
                     transactions occurred at the
                     beginning of the earliest period
                     presented. Comparable FFO as
                     adjusted allows management to
                     evaluate the performance of our
                     remaining real estate portfolio
                     following the completion of the
                     QCP spin-off.



                                                       HCP, Inc.

                                           Funds Available for Distribution

                                                     In thousands

                                                      (unaudited)


                              Three Months Ended                                 Six Months Ended
                                 June 30,                                      June 30,

                            2017                     2016                      2017                      2016
                            ----                     ----                      ----                      ----

    FFO as adjusted
     applicable to
     common shares                  $224,770                              $347,876                            $464,925 $669,659

    Amortization of
     deferred
     compensation          3,327                    4,160                     7,092                     9,505

    Amortization of
     deferred financing
     costs                 3,843                    5,281                     7,702                    10,561

    Straight-line rents  (3,168)                 (3,541)                  (8,176)                 (11,117)

    Other depreciation
     and amortization    (2,347)                 (2,974)                  (5,358)                  (5,935)

    Leasing costs and
     tenant and capital
     improvements(1)    (27,834)                (21,872)                 (51,121)                 (42,354)

    Lease restructure
     payments                314                    6,318                       854                    12,612

    CCRC entrance
     fees(2)               4,713                    6,046                     8,362                    11,549

    Deferred income
     taxes               (4,342)                 (2,604)                  (6,716)                  (5,546)

    Other FAD
     adjustments             881                    (824)                    1,138                   (2,028)
                             ---                     ----                     -----                    ------

    FAD applicable to
     common shares                  $200,157                              $337,866                            $418,702 $646,906

    Distributions on
     dilutive
     convertible units
     and other             1,738                    3,525                         -                    7,109
                           -----                    -----                       ---                    -----

    Diluted FAD
     applicable to
     common shares                  $201,895                              $341,391                            $418,702 $654,015
                                    ========                              ========                            ======== ========

_______________________________________



    (1)              Includes our share of leasing costs
                     and tenant and capital improvements
                     from unconsolidated joint ventures.

    (2)              Represents our 49% share of non-
                     refundable entrance fees as the fees
                     are collected by our CCRC JV, net of
                     reserves and CCRC JV entrance fee
                     amortization.

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SOURCE HCP, Inc.