VIA EDGAR AND FEDEX
Jennifer Monick
Staff Accountant
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: | HCP, Inc. | |
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| File Number: 001-08895 |
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| Form 10-K for Fiscal Year Ended December 31, 2007 |
Dear Ms. Monick:
HCP, Inc. hereby submits this letter in response to the comment letter from the Staff of the Securities and Exchange Commission (the “Staff”) dated May 29, 2008. For your convenience, the Staff’s comment has been reprinted in italics below and our response is in regular print. References to “we” or “our” in our response are to HCP, Inc.
Form 10-K for the year ended December 31, 2007
Financial Statements
Notes to Consolidated Financial Statements
(2) Summary of Significant Accounting Policies
Principles of Consolidation, page F-7
1. We have reviewed your response to comments number three and four. As the financial statements are the responsibility of current management, please tell us and disclose current management’s opinion regarding the accounting for the VIE tenants and the deferred financing leases.
Response:
Current management’s opinion is that our accounting for the VIE tenants and the direct financing leases is correct as presented in our SEC filings. We supplementally advise the Staff that the disclosure in our future SEC filings will state that management believes the accounting is in accordance with United States generally accepted accounting principles.
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Securities and Exchange Commission
Jennifer Monick
June 5, 2008
Thank you for your consideration of our response. Should you have any questions, please call the undersigned at (562) 733-5151.
| Very truly yours, |
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| /s/ Mark A. Wallace |
| Mark A. Wallace |
| Executive Vice President – |
| Chief Financial Officer and Treasurer |
cc: | Edward J. Henning, Esq. |
| HCP, Inc. |
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