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HCP Announces Second Quarter 2008 Results

Mon Aug 4, 2008 8:26pm EDT
LONG BEACH, Calif.--(Business Wire)--
HCP, Inc. (NYSE:HCP):

   HIGHLIGHTS

   --  Tenet hospital portfolio restructured

   --  Raised $1.3 billion through asset dispositions and financing
        transactions

   --  2008 FFO guidance raised to $2.27 - $2.35 per diluted common
        share and EPS guidance changed to $2.01 - $2.29 per diluted
        common share

   HCP (the "Company" or "we") (NYSE:HCP) announced results for the
quarter ended June 30, 2008. Funds from operations ("FFO") applicable
to common shares was $119.7 million, or $0.51 per diluted share of
common stock, for the quarter ended June 30, 2008, compared to FFO
applicable to common shares of $120.4 million, or $0.58 per diluted
share of common stock, in the year ago period.

   FFO applicable to common shares for the quarter ended June 30,
2008 includes the impact of i) impairments of $0.04 per diluted share
of common stock; ii) a write down in the carrying value of marketable
securities of $0.01 per diluted share of common stock; and iii) an
ineffectiveness charge of $0.01 per diluted share of common stock
relating to the settlement of two forward-starting swaps. FFO
applicable to common shares for the quarter ended June 30, 2007
includes the impact of i) gains from the sale of marketable securities
of $0.02 per diluted share of common stock; and ii) straight-line
rental income of $0.03 per diluted share of common stock resulting
from our change in estimate related to the collectibility of
straight-line rental income from Emeritus Corporation. FFO applicable
to common shares for the quarters ended June 30, 2008 and 2007,
includes the impact of merger-related charges of less than $0.01 per
diluted share of common stock in each period. FFO is a supplemental
non-GAAP financial measure that the Company believes is helpful in
evaluating the operating performance of real estate investment trusts.

   Net income applicable to common shares for the quarter ended June
30, 2008 was $227.0 million, or $0.96 per diluted share of common
stock, compared to net income applicable to common shares of $66.0
million, or $0.32 per diluted share of common stock, in the year ago
period. Net income applicable to common shares for the quarter ended
June 30, 2008 includes gain on sales of real estate of $190.3 million,
compared to gains on sales of real estate and real estate interest of
$12.2 million in the year ago period.

   INVESTMENT TRANSACTIONS

   During the quarter ended June 30, 2008, we sold assets valued at
$496 million, which included the sale of 40 properties for $483
million and other investments for $13 million. These sales were made
from the following segments: (i) 65% hospital, (ii) 17% medical
office, (iii) 14% skilled nursing, and (iv) 4% senior housing. During
the quarter ended June 30, 2008, we funded construction and other
capital projects aggregating $43 million, primarily in our life
science and medical office segments.

   Asset sales for the quarter ended June 30, 2008 include the sale
of $11 million of marketable debt securities, which resulted in a gain
of approximately $0.7 million, or less than $0.01 per diluted share of
common stock, compared to the sale of $49 million of marketable debt
securities during the quarter ended June 30, 2007, which resulted in a
gain of approximately $3.9 million, or $0.02 per diluted share of
common stock.

   FINANCING TRANSACTIONS

   In April 2008, in connection with HCP's addition to the S&P 500
Index, we issued 17 million shares of our common stock. We received
approximately $560 million of net proceeds, which were used to repay a
portion of our outstanding indebtedness under our revolving line of
credit facility.

   In May 2008, we placed seven-year mortgage financing on 21 of our
senior housing assets. The assets are cross-collateralized and the
debt has a fixed interest rate of 5.83%. We received approximately
$254 million of net proceeds, which were used to repay outstanding
indebtedness under our revolving line of credit facility and bridge
loan.

   During the quarter ended June 30, 2008, we settled two
forward-starting swaps with an aggregate notional amount of $900
million and recognized an ineffectiveness charge of $2.4 million, or
$0.01 per diluted share of common stock, in interest and other income,
net.

   OTHER EVENTS

   On June 30, 2008, HCP and Tenet Healthcare Corporation ("Tenet")
executed a definitive agreement relating to restructuring our hospital
portfolio leased to Tenet and settling various disputes. The agreement
provides for, among other things, the sale of our hospital in Tarzana,
California, the non-renewal by Tenet of leases with respect to our
hospitals in Irvine, California, and Los Gatos, California, and the
extension of the terms of three other hospitals leased by us to Tenet.
The restructure and settlement are expected to be effective by
September 30, 2008 and are contingent on the closing of the sale by
Tenet of the hospital in Tarzana, California, which closing is subject
to customary conditions and regulatory approvals. On the effective
date of the settlement, we expect to recognize income ranging from $41
million to $46 million, of which $23 million to $28 million is
expected to be included in FFO.

   On July 30, 2008, we received and recognized lease termination
fees of $18 million from a tenant in connection with the early
termination of three leases representing 149,000 square feet of our
life science segment. On July 30, 2008, we recognized an impairment of
$4 million related to intangible assets associated with these leases,
which resulted in net FFO of $14 million.

   DIVIDENDS

   On July 31, 2008, we announced that our Board of Directors
declared a quarterly common stock cash dividend of $0.455 per share.
The dividend will be paid on August 21, 2008 to stockholders of record
as of the close of business on August 11, 2008.

   FUTURE OPERATIONS

   For the full year 2008, we presently expect net income applicable
to common shares to range between $2.01 and $2.29 per diluted common
share, FFO applicable to common shares to range between $2.27 and
$2.35 per diluted common share, and FFO applicable to common shares,
before giving effect to merger-related charges and impairments, to
range between $2.35 and $2.43 per diluted common share. Our estimate
for the full year 2008 net income applicable to common shares includes
the net impact of the lease termination fees and related impairments
of $0.06 per diluted common share and the impact of the Tenet
restructuring and settlement ranging between $0.17 and $0.19 per
diluted common share. Our estimate for the full year 2008 FFO
applicable to common shares, before giving effect to merger-related
charges and impairments, includes the impact of lease termination fees
of $0.07 per diluted common share and the impact of the Tenet
restructuring and settlement ranging between $0.09 and $0.11 per
diluted common share.

   COMPANY INFORMATION

   HCP has scheduled a conference call and webcast for Tuesday,
August 5, 2008 at 9:00 a.m. Pacific Time (12:00 p.m. Eastern Time) in
order to present the Company's performance and operating results for
the quarter ended June 30, 2008. The conference call is accessible by
dialing (800) 329-9097 (U.S.) or (617) 614-4929 (International). The
participant pass code is 62137358. The webcast is accessible via the
Company's website at www.hcpi.com. The link can be found on the "Event
Calendar" page, which is under the "Investor Relations" tab. A webcast
replay of the conference call will be available after 11:00 a.m.
Pacific Time (2:00 p.m. Eastern Time) on August 5, 2008 through August
19, 2008 on the Company's website. The Company's supplemental
information package for the current period will also be available on
the Company's website in the "Presentations" section of the "Investor
Relations" tab.

   ABOUT HCP

   HCP, Inc., an S&P 500 company, is a Real Estate Investment Trust
(REIT) that, together with its consolidated subsidiaries, invests
primarily in real estate serving the healthcare industry in the United
States. As of June 30, 2008, the Company's portfolio of properties,
excluding assets held for sale but including mortgage loans and
properties owned by unconsolidated joint ventures, totaled 706
properties among the following segments: 267 senior housing, 107 life
science, 256 medical office, 25 hospital and 51 skilled nursing. For
more information, visit the Company's website at 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 and Section 21E of the
Securities Exchange Act of 1934. These statements include among other
things the Company's estimates of: expected impact of the Tenet
restructuring and settlement, net income applicable to common shares
on a diluted basis, FFO applicable to common shares on a diluted
basis, FFO applicable to common shares on a diluted basis before
giving effect to merger-related charges and impairment, gain on sales
of real estate, real estate depreciation and amortization, joint
venture adjustments, merger-related charges and impairments for the
full year of 2008. These statements are made as of the date hereof and
are subject to known and unknown risks, uncertainties, assumptions and
other factors--many of which are out of the Company's control and
difficult to forecast--that could cause actual results to differ
materially from those set forth in or implied by forward-looking
statements. These risks and uncertainties include but are not limited
to: the Company's ability to access external sources of capital when
desired and on reasonable terms; the Company's ability to manage its
indebtedness levels; the Company's ability to maintain its credit
ratings; the Company's ability to achieve its expected benefits from
acquisitions, including integrating and preserving the goodwill of
those companies; competition for lessees and mortgagors (including new
leases and mortgages and the renewal or rollover of existing leases);
continuing reimbursement uncertainty in the skilled nursing segment;
competition in the senior housing segment specifically and in the
healthcare industry in general; the Company's ability to acquire, sell
or lease facilities and the timing of acquisitions, sales and
leasings; the Company's ability to realize the benefits of its
mezzanine investments; changes in the financial condition of the
Company's lessees and obligors; changes in healthcare laws and
regulations and other changes in the healthcare industry which affect
the operations of the Company's lessees or obligors; changes in the
Company's management; litigation claims and developments; costs of
compliance with building regulations; changes in tax laws and
regulations; changes in rules governing financial reporting, including
new accounting pronouncements; changes in economic conditions,
including changes in interest rates and the availability and cost of
capital, which affect opportunities for profitable investments; and
other risks described from time to time in the Company's Securities
and Exchange Commission filings. The Company assumes no, and hereby
disclaims any, obligation to update any of the foregoing or any other
forward-looking statements as a result of new information or new or
future developments, except as otherwise required by law.

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                              HCP, Inc.
                        Summary of Information
                 In thousands, except per share data
                             (Unaudited)

                                Three Months           Six Months
                               Ended June 30,        Ended June 30,
                             -------------------   -------------------
                               2008       2007       2008       2007
                             --------   --------   --------   --------

Revenues                     $251,372   $206,846   $497,858   $414,913

Net income applicable to
 common shares               $227,012   $ 66,001   $272,141   $206,006

Basic earnings per common
 share                       $   0.97   $   0.32   $   1.20   $   1.01
                             --------   --------   --------   --------

Diluted earnings per common
 share                       $   0.96   $   0.32   $   1.20   $   1.00
                             --------   --------   --------   --------

Weighted average shares used
 to calculate diluted
 earnings per common share    236,467    207,024    227,065    206,470
                             --------   --------   --------   --------

Funds from operations
 applicable to common shares
 (1)                         $119,687   $120,405   $241,720   $222,843
                             --------   --------   --------   --------

Diluted funds from
 operations applicable to
 common shares (1)           $122,083   $125,257   $248,883   $230,324
                             --------   --------   --------   --------

Basic funds from operations
 per common share (1)        $   0.51   $   0.59   $   1.07   $   1.09
                             --------   --------   --------   --------

Diluted funds from
 operations per common share
 (1)                         $   0.51   $   0.58   $   1.06   $   1.07
                             --------   --------   --------   --------

Weighted average shares used
 to calculate diluted funds
 from operations per common
 share (1)                    241,682    217,130    234,433    214,468
                             --------   --------   --------   --------

Impact of merger-related
 charges and impairments:
   Merger-related charges
    (2)                      $  1,141   $  1,677   $  2,330   $  8,979
   Impairments                  9,715          -      9,715          -
                             --------   --------   --------   --------
                             $ 10,856   $  1,677   $ 12,045   $  8,979
                             --------   --------   --------   --------

Per common share impact of
 merger-related charges and
 impairments on diluted
 funds from operations       $   0.04   $      -   $   0.05   $   0.05
                             --------   --------   --------   --------
*T

   ___________________________________________________

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(1) The Company believes that funds from operations applicable to
     common shares, diluted funds from operations applicable to common
     shares and basic and diluted funds from operations per common
     share are important supplemental measures of operating
     performance for a real estate investment trust. Because the
     historical cost accounting convention used for real estate assets
     requires straight-line depreciation (except on land), such
     accounting presentation implies that the value of real estate
     assets diminishes predictably over time. Since real estate values
     instead have historically risen and fallen with market
     conditions, presentations of operating results for a real estate
     investment trust that uses historical cost accounting for
     depreciation could be less informative. The term funds from
     operations ("FFO") was designed by the real estate investment
     trust industry to address this issue.

    FFO is defined as net income applicable to common shares (computed
     in accordance with U.S. generally accepted accounting
     principles), excluding gains or losses from real estate
     dispositions, plus real estate depreciation and amortization,
     with adjustments for joint ventures. Adjustments for joint
     ventures are calculated to reflect FFO on the same basis. FFO
     does not represent cash generated from operating activities in
     accordance with U.S. generally accepted accounting principles, is
     not necessarily indicative of cash available to fund cash needs
     and should not be considered an alternative to net income. The
     Company's computation of FFO may not be comparable to FFO
     reported by other real estate investment trusts that do not
     define the term in accordance with the current National
     Association of Real Estate Investment Trusts' ("NAREIT")
     definition or that have a different interpretation of the current
     NAREIT definition from the Company. A reconciliation of net
     income applicable to common shares to FFO applicable to common
     shares is provided herein.

(2) Merger-related charges in the periods ended June 30, 2008 include
     the amortization of fees associated with our acquisition
     financing for Slough Estates USA Inc. ("SEUSA"), as well as other
     SEUSA integration costs. Merger-related charges in the periods
     ended June 30, 2007 include the amortization and write-off of
     fees associated with our acquisition financing for CNL Retirement
     Properties, Inc. ("CRP"), severance and retention-related
     compensation, as well as other CRP integration costs.

*T

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                              HCP, Inc.
                  Consolidated Statements of Income
                 In thousands, except per share data
                             (Unaudited)

                             Three Months            Six Months
                            Ended June 30,         Ended June 30,
                          -------------------   ---------------------
                            2008       2007       2008        2007
                          --------   --------   ---------   ---------
Revenues:
   Rental and related
    revenues              $215,616   $175,735   $ 424,210   $ 348,889
   Tenant recoveries        20,170     11,676      41,621      25,360
   Income from direct
    financing leases        14,129     15,215      29,103      30,205
   Investment management
    fee income               1,457      4,220       2,924      10,459
                          --------   --------   ---------   ---------
      Total revenues       251,372    206,846     497,858     414,913
                          --------   --------   ---------   ---------

Costs and expenses:
   Depreciation and
    amortization            78,308     56,666     156,369     113,811
   Operating                47,580     37,212      97,000      77,668
   General and
    administrative          18,840     17,290      39,371      37,395
   Impairments               9,715          -       9,715           -
                          --------   --------   ---------   ---------
      Total costs and
       expenses            154,443    111,168     302,455     228,874
                          --------   --------   ---------   ---------

Other income (expense):
   Gain on sale of real
    estate interest              -     10,141           -      10,141
   Interest and other
    income, net             30,739     18,722      66,066      33,186
   Interest expense        (85,509)   (72,973)   (181,835)   (150,756)
                          --------   --------   ---------   ---------
      Total other income
       (expense)           (54,770)   (44,110)   (115,769)   (107,429)
                          --------   --------   ---------   ---------

Income before income
 taxes, equity income
 from unconsolidated
 joint ventures and
 minority interests'
 share in earnings          42,159     51,568      79,634      78,610
   Income taxes             (1,274)       395      (3,519)        152
   Equity income from
    unconsolidated joint
    ventures                 1,221      1,302       2,509       2,516
   Minority interests'
    share in earnings       (5,536)    (6,739)    (11,252)    (11,974)
                          --------   --------   ---------   ---------
Income from continuing
 operations                 36,570     46,526      67,372      69,304
                          --------   --------   ---------   ---------

Discontinued operations:
   Income before gain on
    sales of real estate,
    net of income taxes      5,469     22,687      14,941      41,152
   Gain on sales of real
    estate                 190,256      2,071     200,394     106,116
                          --------   --------   ---------   ---------
      Total discontinued
       operations          195,725     24,758     215,335     147,268
                          --------   --------   ---------   ---------

Net income                 232,295     71,284     282,707     216,572
   Preferred stock
    dividends               (5,283)    (5,283)    (10,566)    (10,566)
                          --------   --------   ---------   ---------

Net income applicable to
 common shares            $227,012   $ 66,001   $ 272,141   $ 206,006
                          --------   --------   ---------   ---------

Basic earnings per common
 share:
   Continuing operations  $   0.13   $   0.20   $    0.25   $    0.29
   Discontinued
    operations                0.84       0.12        0.95        0.72
                          --------   --------   ---------   ---------
   Net income applicable
    to common shares      $   0.97   $   0.32   $    1.20   $    1.01
                          --------   --------   ---------   ---------

Diluted earnings per
 common share:
   Continuing operations  $   0.13   $   0.20   $    0.25   $    0.28
   Discontinued
    operations                0.83       0.12        0.95        0.72
                          --------   --------   ---------   ---------
   Net income applicable
    to common shares      $   0.96   $   0.32   $    1.20   $    1.00
                          --------   --------   ---------   ---------

Weighted average shares
 used to calculate
 earnings per common
 share:
   Basic                   235,117    205,755     225,945     204,882
                          --------   --------   ---------   ---------

   Diluted                 236,467    207,024     227,065     206,470
                          --------   --------   ---------   ---------

*T

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                              HCP, Inc.
                  Funds From Operations Information
                 In thousands, except per share data
                             (Unaudited)

                          Three Months Ended      Six Months Ended
                               June 30,               June 30,
                         --------------------   ---------------------
                           2008        2007       2008        2007
                         ---------   --------   ---------   ---------

Net income applicable to
 common shares           $ 227,012   $ 66,001   $ 272,141   $ 206,006
Depreciation and
 amortization of real
 estate, in-place lease
 and other intangibles:
   Continuing operations    78,308     56,666     156,369     113,811
   Discontinued
    operations               1,380      6,537       5,677      13,765
Gains on sales of real
 estate and real estate
 interest                 (190,256)   (12,212)   (200,394)   (116,257)
Equity income from
 unconsolidated joint
 ventures                   (1,221)    (1,302)     (2,509)     (2,516)
FFO from unconsolidated
 joint ventures              5,108      5,518      11,728       9,632
Minority interests'
 share in earnings           5,536      6,739      11,252      11,974
Minority interests'
 share in FFO               (6,180)    (7,542)    (12,544)    (13,572)
                         ---------   --------   ---------   ---------
Funds from operations
 applicable to common
 shares (1)              $ 119,687   $120,405   $ 241,720   $ 222,843
                         ---------   --------   ---------   ---------

Distributions on
 convertible units       $   2,396   $  4,852   $   7,163   $   7,481
                         ---------   --------   ---------   ---------

Diluted funds from
 operations applicable
 to common shares (1)    $ 122,083   $125,257   $ 248,883   $ 230,324
                         ---------   --------   ---------   ---------

Basic funds from
 operations per common
 share (1)               $    0.51   $   0.59   $    1.07   $    1.09
                         ---------   --------   ---------   ---------

Diluted funds from
 operations per common
 share (1)               $    0.51   $   0.58   $    1.06   $    1.07
                         ---------   --------   ---------   ---------

Weighted average shares
 used to calculate
 diluted funds from
 operations per common
 share                     241,682    217,130     234,433     214,468
                         ---------   --------   ---------   ---------

Impact of merger-related
 charges and
 impairments:
   Merger-related
    charges (2)          $   1,141   $  1,677   $   2,330   $    8,979
   Impairments               9,715          _       9,715            _
                         ---------   --------   ---------   ----------
                         $  10,856   $  1,677   $  12,045   $   8,979
                         ---------   --------   ---------   ---------

Per common share impact
 of merger-related
 charges and impairments
 on diluted funds from
 operations              $    0.04   $      -   $    0.05   $    0.05
                         ---------   --------   ---------   ---------
*T

   ________________________________________

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(1) The Company believes that funds from operations applicable to
     common shares, diluted funds from operations applicable to common
     shares and basic and diluted funds from operations per common
     share are important supplemental measures of operating
     performance for a real estate investment trust. Because the
     historical cost accounting convention used for real estate assets
     requires straight-line depreciation (except on land), such
     accounting presentation implies that the value of real estate
     assets diminishes predictably over time. Since real estate values
     instead have historically risen and fallen with market
     conditions, presentations of operating results for a real estate
     investment trust that uses historical cost accounting for
     depreciation could be less informative. The term funds from
     operations was designed by the real estate investment trust
     industry to address this issue.

    FFO is defined as net income applicable to common shares (computed
     in accordance with U.S. generally accepted accounting
     principles), excluding gains or losses from real estate
     dispositions, plus real estate depreciation and amortization,
     with adjustments for joint ventures. Adjustments for joint
     ventures are calculated to reflect FFO on the same basis. FFO
     does not represent cash generated from operating activities in
     accordance with U.S. generally accepted accounting principles, is
     not necessarily indicative of cash available to fund cash needs
     and should not be considered an alternative to net income. The
     Company's computation of FFO may not be comparable to FFO
     reported by other real estate investment trusts that do not
     define the term in accordance with the current NAREIT definition
     or that have a different interpretation of the current NAREIT
     definition from the Company.

(2) Merger-related charges in the periods ended June 30, 2008 include
     the amortization of fees associated with our acquisition
     financing for Slough Estates USA Inc. ("SEUSA"), as well as other
     SEUSA integration costs. Merger-related charges in the periods
     ended June 30, 2007 include the amortization and write-off of
     fees associated with our acquisition financing for CNL Retirement
     Properties, Inc. ("CRP"), severance and retention-related
     compensation, as well as other CRP integration costs.

*T

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                              HCP, Inc.
                     Consolidated Balance Sheets
            In thousands, except share and per share data

                                            June 30,     December 31,
                                              2008           2007
                                           -----------   ------------
Assets                                     (unaudited)
Real estate:
 Buildings and improvements                $ 7,626,209    $ 7,526,015
 Development costs and construction in
  progress                                     308,169        372,527
 Land                                        1,560,756      1,571,427
 Less accumulated depreciation and
  amortization                                (725,751)      (623,234)
                                           -----------   ------------
    Net real estate                          8,769,383      8,846,735
                                           -----------   ------------

Net investment in direct financing leases      645,079        640,052
Loans receivable, net                        1,072,811      1,065,485
Investments in and advances to
 unconsolidated joint ventures                 278,479        248,894
Accounts receivable, net of allowance of
 $17,316 and $23,109, respectively              31,920         44,892
Cash and cash equivalents                      216,789         96,269
Restricted cash                                 32,387         36,427
Intangible assets, net                         582,088        623,271
Real estate held for sale, net                  90,668        403,614
Other assets, net                              504,126        516,133
                                           -----------   ------------

 Total assets                              $12,223,730    $12,521,772
                                           -----------   ------------

Liabilities and Stockholders' Equity
Bank line of credit                        $         -    $   951,700
Bridge loan                                  1,150,000      1,350,000
Senior unsecured notes                       3,821,786      3,819,950
Mortgage debt                                1,516,380      1,278,280
Mortgage debt on assets held for sale                -          2,481
Other debt                                     105,264        108,496
Intangible liabilities, net                    260,435        278,553
Accounts payable and accrued liabilities       223,389        233,342
Deferred revenue                                65,786         55,990
                                           -----------   ------------
 Total liabilities                           7,143,040      8,078,792
                                           -----------   ------------
Minority interests:
   Joint venture partners                       31,557         33,436
   Non-managing member unitholders             241,479        305,835
                                           -----------   ------------
      Total minority interests                 273,036        339,271
                                           -----------   ------------

Commitments and contingencies

Stockholders' equity:
 Preferred stock, $1.00 par value:
  50,000,000 shares authorized; 11,820,000
  shares issued and outstanding,
  liquidation preference of $25.00 per
  share                                        285,173        285,173
 Common stock, $1.00 par value:
  750,000,000 shares authorized
  236,512,480 and 216,818,780 shares
  issued and outstanding, respectively         236,512        216,819
 Additional paid-in capital                  4,349,399      3,724,739
 Cumulative dividends in excess of
  earnings                                     (55,232)      (120,920)
 Accumulated other comprehensive loss           (8,198)        (2,102)
                                           -----------   ------------

   Total stockholders' equity                4,807,654      4,103,709
                                           -----------   ------------

 Total liabilities and stockholders'
  equity                                   $12,223,730    $12,521,772
                                           -----------   ------------

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                              HCP, Inc.
                 Projected Funds From Operations (1)
                             (Unaudited)

PROJECTED FUTURE OPERATIONS (Full Year 2008):              2008
                                                    ------------------
                                                      Low       High
                                                    -------    -------

Diluted earnings per common share                   $ 2.01     $ 2.29
Gain on sales of real estate and real estate
 interest                                            (1.09)     (1.29)
Real estate depreciation and amortization             1.28       1.28
Joint venture adjustments                             0.07       0.07
                                                    -------    -------
Diluted funds from operations per common share (2)    2.27       2.35
Merger-related charges (3)                            0.02       0.02
Impairments                                           0.06       0.06
                                                    -------    -------
Diluted funds from operations per common share
 before merger-related charges and impairments      $ 2.35     $ 2.43
                                                    -------    -------
*T

   ________________________________________

-0-
*T
(1) Except as otherwise noted above, the foregoing projections reflect
     management's view of current and future market conditions,
     including assumptions with respect to rental rates, occupancy
     levels, development activities, property dispositions and the
     earnings impact of the events referenced in this release. These
     estimates include the expected impact resulting from lease
     termination fees and related impairments and the Tenet
     restructuring and settlement, as discussed herein. Expect as
     otherwise noted, these estimates do not reflect the potential
     impact of future property acquisitions, impairments, realized
     gains or losses on marketable securities, ineffectiveness related
     to our cash flow hedges, offerings of debt or equity securities
     or existing and future litigation matters. By definition, FFO
     does not include real estate-related depreciation and
     amortization or gains and losses associated with real estate
     disposition activities, but does include impairments. There can
     be no assurance that the Company's actual results will not differ
     materially from the estimates set forth above. The aforementioned
     ranges represent management's best estimate of results based upon
     the underlying assumptions as of the date of this press release.

(2) The Company believes that diluted funds from operations per common
     share is an important supplemental measure of operating
     performance for a real estate investment trust. Because the
     historical cost accounting convention used for real estate assets
     requires straight-line depreciation (except on land), such
     accounting presentation implies that the value of real estate
     assets diminishes predictably over time. Since real estate values
     instead have historically risen and fallen with market
     conditions, presentations of operating results for a real estate
     investment trust that uses historical cost accounting for
     depreciation could be less informative. The term FFO was designed
     by the real estate investment trust industry to address this
     issue.

    FFO is defined as net income (computed in accordance with U.S.
     generally accepted accounting principles), excluding gains or
     losses from real estate dispositions, plus real estate
     depreciation and amortization, with adjustments for joint
     ventures. Adjustments for joint ventures are calculated to
     reflect FFO on the same basis. FFO does not represent cash
     generated from operating activities in accordance with U.S.
     generally accepted accounting principles, is not necessarily
     indicative of cash available to fund cash needs and should not be
     considered an alternative to net income. The Company's
     computation of FFO may not be comparable to FFO reported by other
     real estate investment trusts that do not define the term in
     accordance with the current NAREIT definition or that have a
     different interpretation of the current NAREIT definition from
     the Company.

(3) Merger-related charges primarily include amortization of fees
     associated with the Company's bridge loan and integration costs.
*T

HCP, Inc.
Mark A. Wallace
Executive Vice President -
Chief Financial Officer and Treasurer
(562) 733-5100

Copyright Business Wire 2008



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