Healthpeak Properties (DOC) 10-Q 2 May 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	Apr. 28, 2017
Document and Entity Information
Entity Registrant Name	HCP, INC.
Entity Central Index Key	765,880
Document Type	10-Q
Document Period End Date	Mar. 31, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		468,572,028
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q1

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Real estate:
Buildings and improvements	$ 11,008,771	$ 11,692,654
Development costs and construction in progress	430,007	400,619
Land	1,772,174	1,881,487
Accumulated depreciation and amortization	(2,577,248)	(2,648,930)
Net real estate	10,633,704	11,325,830
Net investment in direct financing leases	712,540	752,589
Loans receivable, net	788,486	807,954
Investments in and advances to unconsolidated joint ventures	827,202	571,491
Accounts receivable, net of allowance of $3,941 and $4,459, respectively	31,500	45,116
Cash and cash equivalents	764,114	94,730
Restricted cash	60,806	42,260
Intangible assets, net	432,109	479,805
Assets held for sale, net		927,866
Other assets, net	605,407	711,624
Total assets	14,855,868	15,759,265
LIABILITIES AND EQUITY
Bank line of credit	492,421	899,718
Term loans	274,103	440,062
Senior unsecured notes	7,136,336	7,133,538
Mortgage debt	147,329	623,792
Other debt	91,263	92,385
Intangible liabilities, net	54,472	58,145
Liabilities of assets held for sale, net		3,776
Accounts payable and accrued liabilities	344,908	417,360
Deferred revenue	141,561	149,181
Total liabilities	8,682,393	9,817,957
Commitments and contingencies
Common stock, $1.00 par value: 750,000,000 shares authorized; 468,446,208 and 468,081,489 shares issued and outstanding, respectively	468,446	468,081
Additional paid-in capital	8,203,778	8,198,890
Cumulative dividends in excess of earnings	(2,802,218)	(3,089,734)
Accumulated other comprehensive loss	(28,658)	(29,642)
Total stockholders' equity	5,841,348	5,547,595
Joint venture partners	154,161	214,377
Non-managing member unitholders	177,966	179,336
Total noncontrolling interests	332,127	393,713
Total equity	6,173,475	5,941,308
Total liabilities and equity	$ 14,855,868	$ 15,759,265

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Company's involvement with VIEs:
Development in process	$ 430,007	$ 400,619
Land	1,772,174	1,881,487
Investments in and advances to unconsolidated joint ventures	827,202	571,491
Accumulated depreciation and amortization	2,577,248	2,648,930
Accounts receivable	31,500	45,116
Cash	764,114	94,730
Restricted cash	60,806	42,260
Intangible assets, net	432,109	479,805
Other assets, net	605,407	711,624
Mortgage debt	147,329	623,792
Intangible liabilities, net	54,472	58,145
Accounts payable and accrued liabilities	344,908	417,360
Deferred Revenue	141,561	149,181
Balance Sheet Parenthetical Disclosures
Accounts receivable, allowance (in dollars)	$ 3,941	$ 4,459
Common stock, par value (in dollars per share)	$ 1	$ 1
Common stock, shares authorized	750,000,000	750,000,000
Common stock, shares issued	468,446,208	468,081,489
Common stock, shares outstanding	468,446,208	468,081,489
VIEs
Company's involvement with VIEs:
Buildings and improvements	$ 2,787,845	$ 3,522,310
Development in process	23,837	31,953
Land	214,963	327,241
Investments in and advances to unconsolidated joint ventures	3,108	3,641
Accumulated depreciation and amortization	535,012	676,276
Accounts receivable	9,609	19,996
Cash	37,005	35,844
Restricted cash	42,009	22,624
Intangible assets, net	139,281	169,027
Other assets, net	55,049	69,562
Mortgage debt	45,245	520,870
Intangible liabilities, net	8,734	8,994
Deferred Revenue	$ 16,077	$ 23,456

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Revenues:
Rental and related revenues	$ 286,218	$ 290,380
Tenant recoveries	33,675	31,375
Resident fees and services	140,232	165,763
Income from direct financing leases	13,712	14,910
Interest income	18,331	18,029
Total revenues	492,168	520,457
Costs and expenses:
Interest expense	86,718	122,062
Depreciation and amortization	136,554	139,855
Operating	159,081	175,957
General and administrative	22,478	25,451
Acquisition and pursuit costs	1,057	2,475
Total costs and expenses	405,888	465,800
Other income (expense):
Gain on sales of real estate, net	317,258
Other income, net	51,208	1,292
Total other income, net	368,466	1,292
Income before income taxes and equity (loss) income from unconsolidated joint ventures	454,746	55,949
Income tax benefit (expense)	6,162	(3,704)
Equity income (loss) from unconsolidated joint ventures	3,269	(908)
Income from continuing operations	464,177	51,337
Discontinued operations:
Income before income taxes		117,742
Income taxes expense		(49,334)
Total discontinued operations		68,408
Net income	464,177	119,745
Noncontrolling interests' share in earnings	(3,032)	(3,626)
Net income attributable to HCP, Inc.	461,145	116,119
Participating securities' share in earnings	(770)	(357)
Net income applicable to common shares	$ 460,375	$ 115,762
Basic earnings per common share:
Continuing operations (in dollars per share)	$ 0.98	$ 0.10
Discontinued operations (in dollars per share)		0.15
Net income applicable to common shares (in dollars per share)	0.98	0.25
Diluted earnings per common share:
Continuing operations (in dollars per share)	0.97	0.10
Discontinued operations (in dollars per share)		0.15
Net income applicable to common shares (in dollars per share)	$ 0.97	$ 0.25
Weighted average shares used to calculate earnings per common share:
Basic (in shares)	468,299	466,074
Diluted (in shares)	475,173	466,262
Dividends declared per common share (in dollars per share)	$ 0.37	$ 0.575

CONSOLIDATED STATEMENTS OF COMP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net income	$ 464,177	$ 119,745
Other comprehensive income (loss):
Change in net unrealized gains (losses) on securities	9	(15)
Change in net unrealized gains (losses) on cash flow hedges:
Unrealized losses	(302)	(690)
Reclassification adjustment realized in net income	213	169
Change in Supplemental Executive Retirement Plan obligation	74	70
Foreign currency translation adjustment	990	(737)
Total other comprehensive income (loss)	984	(1,203)
Total comprehensive income	465,161	118,542
Total comprehensive income attributable to noncontrolling interests	(3,032)	(3,626)
Total comprehensive income attributable to HCP, Inc.	$ 462,129	$ 114,916

CONSOLIDATED STATEMENTS OF EQUI

CONSOLIDATED STATEMENTS OF EQUITY - USD ($) shares in Thousands, $ in Thousands	Total Stockholders' Equity	Common Stock	Additional Paid-In Capital	Cumulative Dividends In Excess Of Earnings	Accumulated Other Comprehensive Income (Loss)	Total Noncontrolling Interests	Total
Balance at Dec. 31, 2015	$ 9,343,643	$ 465,488	$ 11,647,039	$ (2,738,414)	$ (30,470)	$ 402,674	$ 9,746,317
Balance (in shares) at Dec. 31, 2015		465,488
Increase (Decrease) in Stockholders' Equity
Net income	116,119			116,119		3,626	119,745
Other comprehensive income	(1,203)				(1,203)		(1,203)
Issuance of common stock, net	35,406	$ 1,428	33,978				35,406
Issuance of common stock, net (in shares)		1,428
Conversion of DownREIT units to common stock						(4,136)	4,136
Repurchase of common stock	(3,628)	$ (102)	(3,526)				(3,628)
Repurchase of common stock (in shares)		(102)
Exercise of stock options	2,852	$ 111	2,741				2,852
Exercise of stock options (in shares)		111
Amortization of deferred compensation	5,345		5,345				5,345
Common dividends	(268,186)			(268,186)			(268,186)
Distributions to noncontrolling interests	(36)		(36)			(4,853)	(4,889)
Issuance of noncontrolling interests						2,200	2,200
Deconsolidation of noncontrolling interests	435			435		67	502
Balance at Mar. 31, 2016	9,230,747	$ 466,925	11,685,541	(2,890,046)	(31,673)	399,578	9,630,325
Balance (in shares) at Mar. 31, 2016		466,925
Balance at Dec. 31, 2016	5,547,595	$ 468,081	8,198,890	(3,089,734)	(29,642)	393,713	5,941,308
Balance (in shares) at Dec. 31, 2016		468,081
Increase (Decrease) in Stockholders' Equity
Net income	461,145			461,145		3,032	464,177
Other comprehensive income	984				984		984
Issuance of common stock, net	3,472	$ 427	3,045				3,472
Issuance of common stock, net (in shares)		427
Conversion of DownREIT units to common stock	1,548	$ 54	1,494			(1,548)	1,548
Conversion of DownREIT units (in shares)		54
Repurchase of common stock	(3,532)	$ (116)	(3,416)				(3,532)
Repurchase of common stock (in shares)		(116)
Amortization of deferred compensation	3,765		3,765				3,765
Common dividends	(173,629)			(173,629)			(173,629)
Distributions to noncontrolling interests						(5,659)	(5,659)
Issuance of noncontrolling interests						650	650
Deconsolidation of noncontrolling interests						(58,061)	(58,061)
Balance at Mar. 31, 2017	$ 5,841,348	$ 468,446	$ 8,203,778	$ (2,802,218)	$ (28,658)	$ 332,127	$ 6,173,475
Balance (in shares) at Mar. 31, 2017		468,446

CONSOLIDATED STATEMENTS OF EQU7

CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
CONSOLIDATED STATEMENTS OF EQUITY
Common dividends, per share (in dollars per share)	$ 0.37	$ 0.575

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Cash flows from operating activities:
Net income	$ 464,177	$ 119,745
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of real estate, in-place lease and other intangibles continuing operations	136,554	139,855
Depreciation and amortization of real estate, in-place lease and other intangibles discontinued operations		1,467
Amortization of deferred compensation	3,765	5,345
Amortization of deferred financing costs	3,858	5,280
Straight-line rents	(5,007)	(7,576)
Equity (income) loss from unconsolidated joint ventures	(3,269)	908
Distributions of earnings from unconsolidated joint ventures	7,842	1,589
Gain on sales of real estate, net	(317,258)
Deferred income tax (benefit) expense	(8,130)	49,156
Foreign exchange and other gains, net	(77)	(89)
Gain on sale of marketable securities	(50,895)
Other non-cash items	(583)	(922)
Changes in:
Accounts receivable, net	3,467	3,705
Other assets, net	(2,331)	(6,847)
Accounts payable and accrued liabilities	(38,984)	(42,999)
Net cash provided by operating activities	193,129	268,617
Cash flows from investing activities:
Acquisitions of real estate		(94,271)
Development of real estate	(75,166)	(99,096)
Leasing costs and tenant and capital improvements	(22,693)	(19,964)
Proceeds from sales of real estate, net	1,166,265
Contributions to unconsolidated joint ventures	(8,109)	(10,136)
Distributions in excess of earnings from unconsolidated joint ventures	870	5,336
Net proceeds from the RIDEA II transaction (Note 4)	480,613
Proceeds from the sales of Four Seasons investments	(135,538)
Principal repayments on loans receivable, direct financing leases and other	49,826	155,320
Investments in loans receivable and other	(15,000)	(117,282)
Decrease in restricted cash	3,073	14,336
Net cash provided by (used in) investing activities	1,715,217	(165,757)
Cash flows from financing activities:
Net borrowings under bank line of credit		422,897
Net repayments under bank line of credit	(375,812)
Repayment under bank line of credit	(37,032)
Repayments of term loan	(169,113)
Repayments of senior unsecured notes		(500,000)
Repayments of mortgage and other debt	(478,314)	(36,918)
Issuance of common stock and exercise of options	3,472	34,122
Repurchase of common stock	(3,532)	(3,628)
Dividends paid on common stock	(173,629)	(268,186)
Issuance of noncontrolling interests	650	2,200
Distributions to noncontrolling interests	(5,659)	(4,889)
Net cash used in financing activities	(1,238,969)	(354,402)
Effect of foreign exchange on cash and cash equivalents	7	(293)
Net increase (decrease) in cash and cash equivalents	669,384	(251,835)
Cash and cash equivalents, beginning of period	94,730	346,500
Cash and cash equivalents, end of period	764,114	94,665
Less: cash and cash equivalents of discontinued operations		(3,578)
Cash and cash equivalents, end of period	$ 764,114	$ 91,087

Business

Business	3 Months Ended
	Mar. 31, 2017
Business
Business	NOTE 1. Business HCP, Inc., a Standard & Poor’s (“S&P”) 500 company, is a Maryland corporation that is organized to qualify as a real estate investment trust (“REIT”) which, together with its consolidated entities (collectively, “HCP” or the “Company”), invests primarily in real estate serving the healthcare industry in the United States (“U.S.”). The Company acquires, develops, leases, manages and disposes of healthcare real estate and provides financing to healthcare providers. The Company’s diverse portfolio is comprised of investments in the following reportable healthcare segments: (i) senior housing triple-net (“SH NNN”); (ii) senior housing operating portfolio (“SHOP”); (iii) life science and (iv) medical office.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2017
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	NOTE 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Management is required to make estimates and assumptions in the preparation of financial statements in conformity with GAAP. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from management’s estimates. The consolidated financial statements include the accounts of HCP, Inc., its wholly-owned subsidiaries, joint ventures (“JVs”) and VIEs that it controls through voting rights or other means. Intercompany transactions and balances have been eliminated upon consolidation. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary to present fairly the Company’s financial position, results of operations and cash flows have been included. Operating results for the three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. The accompanying unaudited interim financial information should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2016 included in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”). Real Estate On January 1, 2017 the Company adopted Accounting Standards Update (“ASU”) No. 2017-01, Clarifying the Definition of a Business (“ASU 2017-01”) which narrows the Financial Accounting Standards Board’s (“FASB”) definition of a business and provides a framework that gives entities a basis for making reasonable judgments about whether a transaction involves an asset, or a group of assets, or a business. ASU 2017-01 states that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or group of similar identifiable assets, the set is not a business. If this initial test is not met, a set cannot be considered a business unless it includes an acquired input and a substantive process that together significantly contribute to the ability to create outputs. In addition, ASU 2017-01 clarifies the requirements for a set of activities to be considered a business and narrows the definition of an output. This ASU is to be applied prospectively and the Company expects that a majority of its future real estate acquisitions and dispositions will be deemed asset transactions rather than business combinations. As a result, for asset acquisitions the Company will record identifiable assets acquired, liabilities assumed and any associated noncontrolling interests at cost on a relative fair value basis. In addition, for such asset acquisitions, no goodwill will be recognized, third party transaction costs will be capitalized and any associated contingent consideration will be recorded when the contingency is resolved. Segment Reporting The Company’s reportable segments, based on how it evaluates its business and allocates resources, are as follows: (i) SH NNN, (ii) SHOP, (iii) life science and (iv) medical office. Prior to the third quarter of 2016, the Company had five reportable segments: (i) senior housing, (ii) post-acute/skilled nursing, (iii) life science, (iv) medical office and (v) hospital. During the third quarter of 2016, primarily as a result of the planned spin-off of Quality Care Properties, Inc. (“QCP”) (NYSE:QCP), the Company revised its operating analysis structure and changed its reportable segments. The Company believes the change to its reportable segments is appropriate and consistent with how its chief operating decision makers review the Company’s operating results and determine resource allocations. Accordingly, all prior period segment information has been reclassified to conform to the current period presentation. Reclassifications Certain amounts in the Company’s consolidated financial statements have been reclassified for prior periods to conform to the current period presentation. Certain prior period amounts have been reclassified on consolidated statements of operations for discontinued operations (see Note 4). See Segment Reporting above for additional reclassifications. Recent Accounting Pronouncements In February 2017, the FASB issued ASU No. 2017-05, Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets (“ASU 2017-05”). The amendments in ASU 2017-05 clarify the scope of the FASB’s recently established guidance on nonfinancial asset derecognition which applies to the derecognition of all nonfinancial assets and in-substance nonfinancial assets. In addition, ASU 2017-05 clarifies the accounting for partial sales of nonfinancial assets and in-substance nonfinancial assets to align with the new revenue recognition standard (see below). ASU 2017-05 is effective for annual periods beginning after December 15, 2017, including interim periods within, and must be adopted in conjunction with the Revenue ASUs (as defined below). ASU 2017-05 can be adopted using a full retrospective approach or a modified retrospective approach, resulting in a cumulative-effect adjustment to equity as of the beginning of the fiscal year in which the guidance is effective. Under either transition election, the Company will reassess its partial sale of RIDEA II, completed in the first quarter of 2017, and record its retained 40% equity interest at fair value as of the sale completion date. The Company estimates the fair value of its retained equity investment as of the sale completion date to be approximately $107 million which upon adoption, will increase the Company’s gain on sales of real estate, net for the period ended March 31, 2017 by the same amount. See Note 4 for further information on the RIDEA II transaction. In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 is intended to improve financial reporting by requiring timelier recognition of credit losses on loans and other financial instruments held by financial institutions and other organizations. The amendments in ASU 2016-13 eliminate the “probable” initial threshold for recognition of credit losses in current accounting guidance and, instead, reflect an entity’s current estimate of all expected credit losses over the life of the financial instrument. Previously, when credit losses were measured under current accounting guidance, an entity generally only considered past events and current conditions in measuring the incurred loss. The amendments in ASU 2016-13 broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually. The use of forecasted information incorporates more timely information in the estimate of expected credit loss. ASU 2016-13 is effective for fiscal years, and interim periods within, beginning after December 15, 2019. Early adoption is permitted for fiscal years, and interim periods within, beginning after December 15, 2018. A reporting entity is required to apply the amendments in ASU 2016-13 using a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption. A prospective transition approach is required for debt securities for which an other-than-temporary impairment had been recognized before the effective date. Upon adoption of ASU 2016-13, the Company is required to reassess its financing receivables, including direct finance leases and loans receivable, and expects that application of ASU 2016-13 may result in the Company recognizing credit losses at an earlier date than would otherwise be recognized under current accounting guidance. The Company is evaluating the impact of the adoption of ASU 2016-13 on January 1, 2020 to its consolidated financial position and results of operations. In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”). ASU 2016-02 amends the current accounting for leases to: (i) require lessees to put most leases on their balance sheets, but continue recognizing expenses on their income statements in a manner similar to requirements under current accounting guidance, (ii) eliminate current real estate specific lease provisions and (iii) modify the classification criteria and accounting for sales-type leases for lessors. ASU 2016-02 is effective for fiscal years, and interim periods within, beginning after December 15, 2018. Early adoption is permitted. The transition method required by ASU 2016-02 varies based on the specific amendment being adopted. As a result of adopting ASU 2016-02, the Company will recognize all of its operating leases for which it is the lessee, including corporate office leases and ground leases, on its consolidated balance sheets and will capitalize fewer legal costs related to the drafting and execution of its lease agreements. In addition, the Company expects that it will have to bifurcate lease agreements into lease components and certain non-lease components. Lease components will continue to be recognized on a straight-line basis over the lease term and certain non-lease components will be accounted for under the new revenue recognition guidance in ASU 2014-09. The Company is evaluating the impact of the adoption of ASU 2016-02 on January 1, 2019 to its consolidated financial position and results of operations. Between May 2014 and May 2016, the FASB issued three ASUs changing the requirements for recognizing and reporting revenue (together, herein referred to as the “Revenue ASUs”): (i) ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), (ii) ASU No. 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (“ASU 2016-08”) and (iii) ASU No. 2016-12, Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”). ASU 2014-09 provides guidance for revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2016-08 is intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations. ASU 2016-12 provides practical expedients and improvements on the previously narrow scope of ASU 2014-09. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (“ASU 2015-14”). ASU 2015-14 defers the effective date of ASU 2014-09 by one year to fiscal years, and interim periods within, beginning after December 15, 2017. All subsequent ASUs related to ASU 2014-09, including ASU 2016-08 and ASU 2016-12, assumed the deferred effective date enforced by ASU 2015-14. Early adoption of the Revenue ASUs is permitted for annual periods, and interim periods within, beginning after December 15, 2016. A reporting entity may apply the amendments in the Revenue ASUs using either a modified retrospective approach, by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption or full retrospective approach. The Company has not yet elected a transition method and is evaluating the complete impact of the adoption of the Revenue ASUs on January 1, 2018 to its consolidated financial position, results of operations and disclosures. The Company expects to complete its evaluation of the impacts of the Revenue ASUs during the second half of 2017. As the primary source of revenue for the Company is generated through leasing arrangements, which are excluded from the Revenue ASUs, the Company expects that it will be impacted in its recognition and disclosure of non-lease revenue, such as certain resident fees in its RIDEA structures (a portion of which are not generated through leasing arrangements), non-lease components of revenue from lease agreements (upon adoption of ASU 2016-02) and its recognition of real estate sale transactions. Under ASU 2014-09, revenue recognition for real estate sales is largely based on the transfer of control versus continuing involvement under current guidance. As a result, the Company generally expects that the new guidance will result in more transactions qualifying as sales of real estate and revenue being recognized at an earlier date than under current accounting guidance. The following ASUs have been issued, but not yet adopted, and the Company does not expect a material impact to its consolidated financial position, results of operations, cash flows, or disclosures upon adoption: · ASU No. 2017-04, Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). ASU 2017-04 is effective for fiscal years, including interim periods within, beginning after December 15, 2019 (upon the first goodwill impairment test performed during that fiscal year). Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. A reporting entity must apply the amendments in ASU 2017-04 using a prospective approach. · ASU No. 2016-18, Restricted Cash (“ASU 2016-18”). ASU 2016-18 is effective for fiscal years, and interim periods within, beginning after December 15, 2017. Early adoption is permitted. A reporting entity must apply the amendments in ASU 2016-18 using a full retrospective approach. · ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 is effective for fiscal years, and interim periods within, beginning after December 15, 2017. Early adoption is permitted. A reporting entity must apply the amendments in ASU 2016-15 using a full retrospective approach. · ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). ASU 2016-01 is effective for fiscal years, and interim periods within, beginning after December 15, 2017. Early adoption is permitted only for updates to certain disclosure requirements. A reporting entity is required to apply the amendments in ASU 2016-01 using a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption. · ASU No. 2016-16, Intra-Entity Transfers of Assets Other Than Inventory (“ASU 2016-16”). ASU 2016-16 is effective for fiscal years, and interim periods within, beginning after December 15, 2017. Early adoption is permitted as of the first interim period presented in any year following issuance. A reporting entity must apply the amendments in ASU 2016-16 using a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption.

Real Estate Property Investment

Real Estate Property Investments	3 Months Ended
	Mar. 31, 2017
Real Estate Property Investments
Other Real Estate Property Investments	NOTE 3. Real Estate Property Investments The following table summarizes the Company’s real estate acquisitions for the three months ended March 31, 2016 (in thousands): Consideration Assets Acquired Cash Paid/ Liabilities Net Segment Debt Settled Assumed Real Estate Intangibles SH NNN $ 76,362 $ 1,200 $ 71,875 $ 5,687 Other non-reportable segments 17,909 — 16,596 1,313 $ 94,271 $ 1,200 $ 88,471 $ 7,000 There were no real estate acquisitions for the three months ended March 31, 2017.

Discontinued Operations and Dis

Discontinued Operations and Dispositions of Real Estate	3 Months Ended
	Mar. 31, 2017
Discontinued Operations and Dispositions of Real Estate
Discontinued Operations and Dispositions of Real Estate	NOTE 4. Discontinued Operations and Dispositions of Real Estate Discontinued Operations - Quality Care Properties, Inc. On October 31, 2016, the Company completed the spin-off (the “Spin-Off”) of its subsidiary, QCP. The Spin-Off included 338 properties, primarily comprised of the HCR ManorCare, Inc. (“HCRMC”) direct financing lease (“DFL”) investments and an equity investment in HCRMC. QCP is an independent, publicly-traded, self-managed and self-administrated REIT. In connection with the Spin-Off, the Company entered into a Transition Services Agreement (“TSA”) with QCP. Per the terms of the TSA, the Company has agreed to provide certain administrative and support services to QCP on a transitional basis for established fees. The TSA will terminate on the expiration of the term of the last service provided under the agreement, which will be on or prior to October 30, 2017. The TSA provides that QCP generally has the right to terminate a transition service upon thirty days notice to the Company. The TSA contains provisions under which the Company will, subject to certain limitations, be obligated to indemnify QCP for losses incurred by QCP resulting from the Company’s breach of the TSA. Summarized financial information for discontinued operations for the three months ended March 31, 2016 is as follows (in thousands): Three Months Ended March 31, 2016 Revenues: Rental and related revenues $ 6,814 Tenant recoveries 362 Income from direct financing leases 113,058 Total revenues 120,234 Costs and expenses: Depreciation and amortization (1,467) Operating (998) General and administrative (48) Other income, net 21 Income before income taxes 117,742 Income tax expense (49,334) Net income from discontinued operations $ 68,408 HCR ManorCare, Inc. Discontinued operations is primarily comprised of QCP’s HCRMC DFL investments. During the three months ended March 31, 2016, the Company recognized DFL income and received cash payments of $113 million from the HCRMC DFL investments. No accretion related to its HCRMC DFL investments was recognized in 2016 due to the Company utilizing a cash basis method of accounting beginning January 1, 2016. The Company’s acquisition of the HCRMC DFL investments in 2011 was subject to federal and state built-in gain tax of up to $2 billion, if all the assets were sold within 10 years of the acquisition date. At the time of acquisition, the Company intended to hold the assets for at least 10 years, at which time the assets would no longer be subject to the built-in gain tax. In December 2015, the U.S. Federal Government passed legislation which permanently reduced the holding period, for federal tax purposes, to five years, which the Company satisfied in April 2016. This legislation was not extended to certain states, which maintain a 10 year requirement. During the three months ended March 31, 2016, the Company determined that it may sell assets during the next five years and, therefore, recorded a deferred tax liability of $49 million representing its estimated exposure to state built-in gain tax. Dispositions of Real Estate Held for Sale At December 31, 2016, 64 SH NNN facilities, four life science facilities and a SHOP facility were classified as held for sale, with an aggregate carrying value of $928 million, primarily comprised of real estate assets of $809 million. All facilities held for sale at December 31, 2016 were sold during the first quarter of 2017. At March 31, 2017, there were no assets classified as held for sale. 2017 Dispositions In January 2017, the Company sold four life science facilities in Salt Lake City, Utah for $76 million, resulting in a net gain on sale of $45 million. Also in January 2017, the Company completed the contribution of its ownership interest in RIDEA II to an unconsolidated JV owned by HCP and an investor group led by Columbia Pacific Advisors, LLC (“HCP/CPA PropCo” and “HCP/CPA OpCo,” together, the “HCP/CPA JV”). In addition, RIDEA II was recapitalized with $602 million of debt, of which $360 million was provided by a third-party and $242 million was provided by HCP. In return, for both transaction elements the Company received combined proceeds of $480 million from the HCP/CPA JV and $242 million in note receivables and retained an approximately 40% beneficial interest in RIDEA II (the note receivable and 40% beneficial interest are herein referred to as the “RIDEA II Investments”). This transaction resulted in the Company deconsolidating the net assets of RIDEA II and recognizing a net gain on sale of $99 million. The RIDEA II Investments are now recognized and accounted for as equity method investments. In March 2017, the Company sold 64 SH NNN assets, previously under triple-net leases with Brookdale Senior Living Inc. (“Brookdale”), for $1.125 billion to affiliates of Blackstone Real Estate Partners VIII, L.P., resulting in a net gain on sale of $170 million. Subsequent Dispositions In April 2017, the Company sold a land parcel in San Diego, California for $27 million.

Net Investment in Direct Financ

Net Investment in Direct Financing Leases	3 Months Ended
	Mar. 31, 2017
Net Investment in Direct Financing Leases
Net Investment in Direct Financing Leases	NOTE 5. Net Investment in Direct Financing Leases Net investment in DFLs consisted of the following (dollars in thousands): March 31, December 31, 2017 2016 Minimum lease payments receivable $ 1,095,233 $ 1,108,237 Estimated residual values 500,368 539,656 Less unearned income (883,061) (895,304) Net investment in direct financing leases $ 712,540 $ 752,589 Properties subject to direct financing leases 29 30 Certain DFLs contain provisions that allow the tenants to elect to purchase the properties during or at the end of the lease terms for the aggregate initial investment amount plus adjustments, if any, as defined in the lease agreements. Certain leases also permit the Company to require the tenants to purchase the properties at the end of the lease terms. In March 2017, the Company sold a hospital in Palm Beach Gardens, Florida for $43 million to the current tenant. Direct Financing Lease Internal Ratings The following table summarizes the Company’s internal ratings for DFLs at March 31, 2017 (dollars in thousands): Carrying Percentage of Internal Ratings Segment Amount DFL Portfolio Performing DFLs Watch List DFLs Workout DFLs SH NNN $ 627,936 88 $ 268,350 $ 359,586 $ — Other non-reportable segments 84,604 12 84,604 — — $ 712,540 100 $ 352,954 $ 359,586 $ — Beginning September 30, 2013, the Company placed a 14 property senior housing triple-net DFL (the “DFL Watchlist Portfolio”) on nonaccrual status and “Watch List” status. The Company determined that the collection of all rental payments was and continues to be no longer reasonably assured; therefore, rental revenue for the DFL Watchlist Portfolio has been recognized on a cash basis. During both the three months ended March 31, 2017 and 2016, the Company recognized DFL income of $3 million and received cash payments of $4 million from the DFL Watchlist Portfolio. The carrying value of the DFL Watchlist Portfolio was $360 million and $361 million at March 31, 2017 and December 31, 2016, respectively.

Loans Receivable

Loans Receivable	3 Months Ended
	Mar. 31, 2017
Loans Receivable.
Loans Receivable	NOTE 6. Loans Receivable The following table summarizes the Company’s loans receivable (in thousands): March 31, 2017 December 31, 2016 Real Estate Other Real Estate Other Secured Secured Total Secured Secured Total Mezzanine (1) (2) $ — $ 625,116 $ 625,116 $ — $ 615,188 $ 615,188 Other (3) 166,595 — 166,595 195,946 — 195,946 Unamortized discounts, fees and costs — (3,225) (3,225) 413 (3,593) (3,180) $ 166,595 $ 621,891 $ 788,486 $ 196,359 $ 611,595 $ 807,954 (1) At March 31, 2017, included £280 million ($350 million) outstanding and £2 million ($2 million) of associated unamortized discounts, fees and costs, both related to the HC-One Facility. At December 31, 2016, included £282 million ($348 million) outstanding and £2 million ($3 million) of associated unamortized discounts, fees and costs, both related to the HC-One Facility. (2) At March 31, 2017, the Company had £29 million ($36 million) remaining under its commitments to fund development projects and capital expenditures under its United Kingdom (“U.K.”) development projects. (3) At March 31, 2017, included £116 million ($145 million) outstanding related to Maria Mallaband loans. Loans Receivable Internal Ratings The following table summarizes the Company’s internal ratings for loans receivable at March 31, 2017 (dollars in thousands): Carrying Percentage of Internal Ratings Investment Type Amount Loan Portfolio Performing Loans Watch List Loans Workout Loans Real estate secured $ 166,595 21 $ 166,595 $ — $ — Other secured 621,891 79 365,318 256,573 — $ 788,486 100 $ 531,913 $ 256,573 $ — Real Estate Secured Loans Four Seasons Health Care. In March 2017, the Company sold its investment in Four Seasons Health Care’s (“Four Seasons”) senior secured term loan at par plus accrued interest for £29 million ($35 million). Other Secured Loans Tandem Health Care Loan. On July 31, 2012, the Company closed a mezzanine loan facility to lend up to $205 million to Tandem Health Care (“Tandem”), as part of the recapitalization of a post-acute/skilled nursing portfolio (the “Tandem Portfolio”). The Company funded $100 million (the “First Tranche”) at closing and funded an additional $102 million (the “Second Tranche”) in June 2013. In May 2015, the Company increased and extended the mezzanine loan facility with Tandem to: (i) fund $50 million (the “Third Tranche”) and $5 million (the “Fourth Tranche”), which proceeds were used to repay a portion of Tandem’s existing senior and mortgage debt, respectively; (ii) extend its maturity to October 2018; and (iii) extend the prepayment penalty period through January 2017. The tranches (collectively, the “Tandem Mezzanine Loan”) bear interest at fixed annual rates of 12%, 14%, 6% and 6% per annum for the First, Second, Third and Fourth Tranches, respectively. The blended rate for the Tandem Mezzanine Loan is 11.5% per year. Due to a decline in the Tandem Portfolio’s operating performance, at September 30, 2016, the Company assigned an internal rating of “Watch List” to the Tandem Mezzanine Loan. At March 31, 2017, the Tandem Mezzanine Loan had an outstanding balance of $257 million and was subordinate to approximately $372 million of senior mortgage debt. Tandem leases the entire Tandem Portfolio to Consulate Health Care (“Consulate”) under a master lease (the “Tandem and Consulate Lease”). At March 31, 2017, as a result of the Tandem Portfolio’s operating performance there are outstanding events of default under the Tandem and Consulate Lease (“Events of Default”) due to: (i) Consulate’s failure to meet certain financial covenants under the Tandem and Consulate Lease; and (ii) events of default under Consulate’s working capital facility, which, through a cross-default provision, are Events of Default. Additionally, Consulate failed to pay the full amount of its April 2017 rent under the Tandem and Consulate Lease which triggered another Event of Default. Through cross-default provisions, these Events of Default are also events of default under the Tandem Mezzanine Loan and Tandem’s senior mortgage debt (each, a “Loan Event of Default”). The Tandem Mezzanine Loan requires Tandem to pay default interest at a rate of 16.5% per year, during periods in which there is an outstanding Loan Event of Default. Tandem did not pay the additional 5% default interest rate spread above the 11.5% and, therefore created a monetary event of default under the Tandem Mezzanine Loan. Although Tandem continues to remain current on its non-default interest payment obligations under the Tandem Mezzanine Loan, the Company believes that it is probable it will be unable to collect all interest and principal payments according to the contractual terms of the Tandem Mezzanine Loan. Because the Tandem Mezzanine Loan is deemed collateral-dependent, and the fair value of the underlying collateral, net of the fair value of the senior mortgage debt, at March 31, 2017, exceeds the carrying amount of the Tandem Mezzanine Loan, the Company has not recorded an impairment write-down at March 31, 2017. The Company will continue to monitor the fair value of the collateral, and other factors, to determine whether it will be required to record an impairment write-down in future periods. Additionally, beginning in the first quarter of 2017, the Company elected to recognize interest income on a cash basis. During both the three months ended March 31, 2017 and 2016, the Company recognized interest income and received cash payments of $7 million from Tandem. The Company entered into a forbearance agreement with Tandem on May 1, 2017, pursuant to which it agreed to forbear from exercising remedies, including waiving default interest, with respect to the above-described Loan Events of Default under the Tandem Mezzanine Loan until June 30, 2017, subject to the satisfaction of certain conditions. Under the forbearance terms, among other conditions, Tandem is required to make timely non-default interest payments in full for each of May and June 2017, and no additional Event of Default or Loan Event of Default may occur. The Company’s forbearance is contingent on the senior mortgage lender also agreeing to forebear from exercising remedies, including waiving default interest, with respect to the above-described Loan Events of Default under the senior mortgage debt. The Company expects Tandem and Tandem’s senior mortgage lender to enter into such forbearance agreement in the near term.

Investments in and Advances to

Investments in and Advances to Unconsolidated Joint Ventures	3 Months Ended
	Mar. 31, 2017
Investments in and Advances to Unconsolidated Joint Ventures
Investments in and Advances to Unconsolidated Joint Ventures	NOTE 7. Investments in and Advances to Unconsolidated Joint Ventures The Company owns interests in the following entities that are accounted for under the equity method at March 31, 2017 (dollars in thousands): Carrying Amount March 31, December 31, Entity (1) Segment Ownership% 2017 2016 CCRC JV (2) SHOP 49 $ 434,649 $ 439,449 RIDEA II (6) SHOP 40 263,180 — HCP Life Science (4) Life science – 63 65,490 67,879 MBK JV (3) SHOP 50 39,088 38,909 HCP Ventures IV, LLC Medical office 20 7,338 7,277 Vintage Park Development JV SHOP 85 6,953 7,486 Suburban Properties, LLC Medical office 67 4,618 4,628 MBK Development JV (3) SHOP 50 2,464 2,463 K&Y (5) Other non-reportable segments 80 1,380 1,342 Advances to unconsolidated JVs, net and other 2,042 2,058 $ 827,202 $ 571,491 (1) These entities are not consolidated because the Company does not control, through voting rights or other means, the JVs. (2) Includes two unconsolidated JVs in a RIDEA structure (CCRC PropCo and CCRC OpCo). (3) Includes two unconsolidated JVs in a RIDEA structure. (4) Includes the following unconsolidated partnerships (and the Company’s ownership percentage): (i) Torrey Pines Science Center, LP (50%); (ii) Britannia Biotech Gateway, LP (55%) and (iii) LASDK, LP (63%). (5) Includes three unconsolidated JVs. (6) Includes three unconsolidated JVs in a RIDEA structure (HCP/CPA PropCo, HCP/CPA OpCo, and RIDEA II PropCo). See Note 4 for further information on the deconsolidation of RIDEA II.

Intangibles

Intangibles	3 Months Ended
	Mar. 31, 2017
Intangibles
Intangibles	NOTE 8. Intangibles The following tables summarize the Company’s intangible lease assets and liabilities (in thousands): March 31, December 31, Intangible lease assets 2017 2016 Gross intangible lease assets $ 841,905 $ 911,697 Accumulated depreciation and amortization (409,796) (431,892) Intangible assets, net $ 432,109 $ 479,805 March 31, December 31, Intangible lease liabilities 2017 2016 Gross intangible lease liabilities $ 151,890 $ 163,924 Accumulated depreciation and amortization (97,418) (105,779) Intangible liabilities, net $ 54,472 $ 58,145

Other Assets

Other Assets	3 Months Ended
	Mar. 31, 2017
Other Assets.
Other Assets	NOTE 9. Other Assets The following table summarizes the Company’s other assets (in thousands): March 31, December 31, 2017 2016 Straight-line rent receivables, net of allowance of $25,173 and $25,059, respectively $ 316,125 $ 311,776 Marketable debt securities, net 18,330 68,630 Leasing costs and inducements, net 87,553 156,820 Goodwill 47,019 42,386 Other 136,380 132,012 Total other assets $ 605,407 $ 711,624 Four Seasons Health Care Senior Notes In March 2017, pursuant to a shift in the Company’s investment strategy, the Company sold its £138.5 million par value Four Seasons senior notes (the “Four Seasons Notes”) for £83 million ($101 million). The disposition of the Four Seasons Notes generated a £42 million ($51 million) gain on sale, recognized in other income, net, as the sales price was above the previously-impaired carrying value of £41 million ($50 million).

Debt

Debt	3 Months Ended
	Mar. 31, 2017
Debt
Debt	NOTE 10. Debt Bank Line of Credit and Term Loans The Company’s $2.0 billion unsecured revolving line of credit facility (the “Facility”) matures on March 31, 2018 and contains a committed one-year extension option, at a cost of 30 basis points. Borrowings under the Facility accrue interest at LIBOR plus a margin that depends on the Company’s credit ratings. The Company pays a facility fee on the entire revolving commitment that depends on its credit ratings. Based on the Company’s credit ratings at March 31, 2017, the margin on the Facility was 1.05% and the facility fee was 0.20%. The Facility also includes a feature that allows the Company to increase the borrowing capacity by an aggregate amount of up to $500 million, subject to securing additional commitments from existing lenders or new lending institutions. During the three months ended March 31, 2017, the Company repaid $440 million primarily using proceeds from the RIDEA II joint venture disposition (see Note 4). At March 31, 2017, the Company had £394 million ($492 million) outstanding under the Facility with a weighted average effective interest rate of 1.65%. On July 30, 2012, the Company entered into a credit agreement with a syndicate of banks for a £137 million unsecured term loan (the “2012 Term Loan”). In March 2017, the Company repaid the 2012 Term Loan primarily using proceeds from the sale of the Four Seasons investments (see Notes 6 and 9). On January 12, 2015, the Company entered into a credit agreement with a syndicate of banks for a £220 million ($275 million at March 31, 2017) four-year unsecured term loan (the “2015 Term Loan”) that accrues interest at a rate of GBP LIBOR plus 1.15%, subject to adjustments based on the Company’s credit ratings. The 2015 Term Loan matures on January 12, 2019 and contains a one-year committed extension option. Concurrently, the Company entered into a three-year interest rate swap contract that fixed the interest rate of the 2015 Term Loan (1.966% at March 31, 2017) (see Note 19). The Facility and 2015 Term Loan contain certain financial restrictions and other customary requirements, including cross-default provisions to other indebtedness. Among other things, these covenants, using terms defined in the agreements: (i) limit the ratio of Consolidated Total Indebtedness to Consolidated Total Asset Value to 60%; (ii) limit the ratio of Secured Debt to Consolidated Total Asset Value to 30%; (iii) limit the ratio of Unsecured Debt to Consolidated Unencumbered Asset Value to 60%; and (iv) require a minimum Fixed Charge Coverage ratio of 1.5 times. The Facility and Term Loan also require a Minimum Consolidated Tangible Net Worth of $6.5 billion at March 31, 2017. At March 31, 2017, the Company was in compliance with each of these restrictions and requirements of the Facility and Term Loan. Senior Unsecured Notes At March 31, 2017, the Company had senior unsecured notes outstanding with an aggregate principal balance of $7.2 billion. The senior unsecured notes contain certain covenants including limitations on debt, maintenance of unencumbered assets, cross-acceleration provisions and other customary terms. The Company believes it was in compliance with these covenants at March 31, 2017. The following table summarizes the Company’s senior unsecured notes payoffs for the year ended December 31, 2016 (dollars in thousands): Date Amount Coupon Rate February 1, 2016 $ 500,000 3.750 % September 15, 2016 $ 400,000 6.300 % November 30, 2016 $ 500,000 6.000 % November 30, 2016 $ 600,000 6.700 % There were no senior unsecured note payoffs for the three months ended March 31, 2017. There were no senior unsecured notes issuances for the year ended December 31, 2016 and three months ended March 31, 2017. Mortgage Debt At March 31, 2017, the Company had $142 million in aggregate principal of mortgage debt outstanding, which is secured by 17 healthcare facilities (including redevelopment properties) with a carrying value of $311 million. In March 2017, the Company paid off $472 million of mortgage debt primarily using proceeds from the sale of 64 SH NNN facilities (see Note 4). Debt Maturities The following table summarizes the Company’s stated debt maturities and scheduled principal repayments at March 31, 2017 (in thousands): Senior Bank Line of Unsecured Mortgage Year Credit (1) Term Loan (2) Notes (3) Debt (4) Total (5) 2017 (nine months) $ — $ — $ 250,000 $ 2,604 $ 252,604 2018 492,421 — — 3,641 496,062 2019 — 274,956 450,000 3,839 728,795 2020 — — 800,000 3,907 803,907 2021 — — 1,200,000 11,277 1,211,277 Thereafter — — 4,500,000 116,481 4,616,481 492,421 274,956 7,200,000 141,749 8,109,126 (Discounts), premiums and debt costs, net — (853) (63,664) 5,580 (58,937) $ 492,421 $ 274,103 $ 7,136,336 $ 147,329 $ 8,050,189 (1) Represents £394 million translated into U.S. dollar (“USD”). (2) Represents £220 million translated into USD. (3) Effective interest rates on the notes ranged from 2.79% to 6.88% with a weighted average effective interest rate of 4.34% and a weighted average maturity of six years. (4) Interest rates on the mortgage debt ranged from 2.99% to 7.51% with a weighted average effective interest rate of 4.24% and a weighted average maturity of 20 years. (5) Excludes $91 million of other debt that have no scheduled maturities. Subsequent Event In April 2017, the Company repaid an additional £105 million of the Facility. On May 1, 2017, the Company repaid $250 million of maturing senior unsecured notes.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2017
Commitments and Contingencies.
Commitments and Contingencies	NOTE 11. Commitments and Contingencies Commitments HCP is the sole lender to QCP of an unsecured revolving credit facility (the "Unsecured Revolving Credit Facility") which has a total commitment of $36 million as of February 28, 2017. The Unsecured Revolving Credit Facility is available to be drawn upon by QCP through October 31, 2017 and matures on October 31, 2018. Commitments under the Unsecured Revolving Credit Facility will automatically and permanently decrease each calendar month by an amount equal to 50% of QCP's and its restricted subsidiaries’ retained cash flow for the prior calendar month. All borrowings under the Unsecured Revolving Credit Facility will be subject to the satisfaction of certain conditions, including (i) QCP’s senior secured revolving credit facility being unavailable, (ii) the failure of HCRMC to pay rent and (iii) other customary conditions, including the absence of a default and the accuracy of representations and warranties. QCP may only draw on the Unsecured Revolving Credit Facility prior to the one-year anniversary of the completion of the Spin-Off. Borrowings under the Unsecured Revolving Credit Facility will bear interest at a rate equal to LIBOR, subject to a 1.00% floor, plus an applicable margin of 6.25%. In addition to paying interest on outstanding principal under the Unsecured Revolving Credit Facility, QCP is required to pay a facility fee equal to 0.50% per annum of the unused capacity under the Unsecured Revolving Credit Facility to HCP, payable quarterly. Through March 31, 2017, no amounts had been drawn on the Unsecured Revolving Credit Facility. Legal Proceedings From time to time, the Company is a party to legal proceedings, lawsuits and other claims. Except as described below, the Company is not aware of any legal proceedings or claims that it believes may have, individually or taken together, a material adverse effect on the Company’s financial condition, results of operations or cash flows. The Company’s policy is to expense legal costs as they are incurred. Class Action On May 9, 2016, a purported stockholder of the Company filed a putative class action complaint, Boynton Beach Firefighters’ Pension Fund v. HCP, Inc., et al. , Case No. 3:16-cv-01106-JJH, in the U.S. District Court for the Northern District of Ohio against the Company, certain of its officers, HCRMC, and certain of its officers, asserting violations of the federal securities laws. The suit asserts claims under sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and alleges that the Company made certain false or misleading statements relating to the value of and risks concerning its investment in HCRMC by allegedly failing to disclose that HCRMC had engaged in billing fraud, as alleged by the U.S. Department of Justice in a pending suit against HCRMC arising from the False Claims Act. The plaintiff in the suit demands compensatory damages (in an unspecified amount), costs and expenses (including attorneys’ fees and expert fees), and equitable, injunctive, or other relief as the Court deems just and proper. As the Boynton Beach action is in its early stages and a lead plaintiff has not yet been named, the defendants have not yet responded to the complaint. The Company believes the suit to be without merit and intends to vigorously defend against it. Derivative Actions On June 16, 2016 and July 5, 2016, purported stockholders of the Company filed two derivative actions, respectively Subodh v. HCR ManorCare Inc., et al. , Case No. 30-2016-00858497-CU-PT-CXC and Stearns v. HCR ManorCare, Inc., et al. , Case No. 30-2016-00861646-CU-MC-CJC, in the Superior Court of California, County of Orange, against certain of the Company’s current and former directors and officers and HCRMC. The Company is named as a nominal defendant. As both derivative actions contained substantially the same allegations, they have been consolidated into a single action. The consolidated action alleges that the defendants engaged in various acts of wrongdoing, including, among other things, breaching fiduciary duties by publicly making false or misleading statements of fact regarding HCRMC’s finances and prospects, and failing to maintain adequate internal controls. As the Subodh/Stearns action is in the early stages, defendants have not yet responded to the complaint. On April 18, 2017, the Court approved the parties’ stipulation staying the action pending further developments, including in the related securities class action litigation. The Court also adjourned the status conference scheduled for April 27, 2017 to January 10, 2018. On April 10, 2017, a purported stockholder of the Company filed a derivative action, Weldon v. Martin et al. , Case No. 3:17-cv-755, in federal court in the Northern District of Ohio, Western Division, against certain of the Company’s current and former directors and officers and HCRMC. The Company is named as a nominal defendant. The Weldon complaint asserts similar claims to those asserted in the California derivative actions. In addition, the complaint asserts a claim under Section 14(a) of the Securities Exchange Act of 1934, alleging that the Company made false statements in its 2016 proxy statement by not disclosing that the Company’s performance issues in 2015 were the direct result of billing fraud at HCRMC. On April 18, 2017, the Court re-assigned and transferred this action to the judge presiding over the related federal securities class action. Defendants have not yet been served or responded to the complaint. The Company is unable to estimate the ultimate individual or aggregate amount of monetary liability or financial impact amount of loss or range of reasonable possible losses with respect to matters discussed above at March 31, 2017.

Equity

Equity	3 Months Ended
	Mar. 31, 2017
Equity
Equity	NOTE 12. Equity Accumulated Other Comprehensive Loss The following table summarizes the Company’s accumulated other comprehensive loss (in thousands): March 31, December 31, 2017 2016 Cumulative foreign currency translation adjustment $ (21,827) $ (22,817) Unrealized losses on cash flow hedges, net (3,731) (3,642) Supplemental Executive Retirement Plan minimum liability (3,055) (3,129) Unrealized losses on available for sale securities (45) (54) Total accumulated other comprehensive loss $ (28,658) $ (29,642)

Segment Disclosures

Segment Disclosures	3 Months Ended
	Mar. 31, 2017
Segment Disclosures
Segment Disclosures	NOTE 13. Segment Disclosures The Company evaluates its business and allocates resources based on its reportable business segments: (i) SH NNN, (ii) SHOP, (iii) life science and (iv) medical office. Under the medical office segment, the Company invests through the acquisition and development of MOBs, which generally require a greater level of property management. Otherwise, the Company primarily invests, through the acquisition and development of real estate, in single tenant and operator properties. The Company has non-reportable segments that are comprised primarily of the Company’s debt investments, hospital properties and U.K. care homes. The accounting policies of the segments are the same as those in Note 2 to the Consolidated Financial Statements in the Company’s 2016 Annual Report on Form 10-K filed with the SEC, as amended by Note 2 herein. During the year ended December 31, 2016, 17 SH NNN facilities were transitioned to a RIDEA structure (reported in the Company’s SHOP segment). During the three months ended March 31, 2017, one SH NNN facility was transitioned to a RIDEA structure. The Company evaluates performance based upon: (i) property net operating income from continuing operations (“NOI”) and (ii) adjusted NOI of the combined consolidated and unconsolidated investments in each segment. Non-segment assets consist primarily of corporate assets, including cash and cash equivalents, restricted cash, accounts receivable, net, marketable equity securities and, if any, real estate held for sale. Interest expense, depreciation and amortization, and non-property specific revenues and expenses are not allocated to individual segments in evaluating the Company’s segment-level performance. See Note 17 for other information regarding concentrations of credit risk. The following tables summarize information for the reportable segments (in thousands): For the three months ended March 31, 2017: Life Medical Other Corporate SH NNN SHOP Science Office Non-reportable Non-segment Total Rental revenues (1) $ 100,034 $ 140,228 $ 85,321 $ 118,371 $ 29,883 $ — $ 473,837 HCP share of unconsolidated JV revenues — 76,364 1,940 489 418 — 79,211 Operating expenses (1,111) (94,539) (17,319) (44,864) (1,248) — (159,081) HCP share of unconsolidated JV operating expenses — (59,527) (371) (142) (19) — (60,059) NOI 98,923 62,526 69,571 73,854 29,034 — 333,908 Adjustments to NOI (2) (1,839) 3,508 (256) (969) (1,012) — (568) Adjusted NOI 97,084 66,034 69,315 72,885 28,022 — 333,340 Addback adjustments 1,839 (3,508) 256 969 1,012 — 568 Interest income — — — — 18,331 — 18,331 Interest expense (627) (4,596) (104) (129) (1,997) (79,265) (86,718) Depreciation and amortization (26,411) (26,358) (33,791) (42,729) (7,265) — (136,554) General and administrative — — — — — (22,478) (22,478) Acquisition and pursuit costs — — — — — (1,057) (1,057) Gain on sales of real estate, net 268,464 366 44,633 — 3,795 — 317,258 Other income, net — — — — — 51,208 51,208 Income tax benefit — — — — — 6,162 6,162 Less: HCP share of unconsolidated JV NOI — (16,837) (1,569) (347) (399) — (19,152) Equity income in unconsolidated JVs — 1,993 770 269 237 — 3,269 Net income (loss) $ 340,349 $ 17,094 $ 79,510 $ 30,918 $ 41,736 $ (45,430) $ 464,177 For the three months ended March 31, 2016: Life Medical Other Corporate SH NNN SHOP Science Office Non-reportable Non-segment Total Rental revenues (1) $ 106,889 $ 165,763 $ 88,948 $ 108,023 $ 32,805 $ — $ 502,428 HCP share of unconsolidated JV revenues — 52,277 1,810 479 407 — 54,973 Operating expenses (2,074) (114,003) (16,743) (41,949) (1,188) — (175,957) HCP share of unconsolidated JV operating expenses — (42,088) (374) (149) (3) — (42,614) NOI 104,815 61,949 73,641 66,404 32,021 — 338,830 Adjustments to NOI (2) (5,443) 5,032 (673) (795) (571) — (2,450) Adjusted NOI 99,372 66,981 72,968 65,609 31,450 — 336,380 Addback adjustments 5,443 (5,032) 673 795 571 — 2,450 Interest income — — — — 18,029 — 18,029 Interest expense (4,166) (7,855) (638) (1,665) (2,327) (105,411) (122,062) Depreciation and amortization (33,506) (26,297) (33,596) (38,719) (7,737) — (139,855) General and administrative — — — — — (25,451) (25,451) Acquisition and pursuit costs — — — — — (2,475) (2,475) Other income, net — — — — — 1,292 1,292 Income tax expense — — — — — (3,704) (3,704) Less: HCP share of unconsolidated JV NOI — (10,189) (1,436) (330) (404) — (12,359) Equity (loss) income in unconsolidated JVs — (2,478) 709 658 203 — (908) Discontinued operations — — — — — 68,408 68,408 Net income (loss) $ 67,143 $ 15,130 $ 38,680 $ 26,348 $ 39,785 $ (67,341) $ 119,745 (1) Represents rental and related revenues, tenant recoveries, resident fees and services, and income from DFLs. (2) Represents straight-line rents, DFL non-cash interest, amortization of market lease intangibles, net, lease termination fees and non-refundable entrance fees as the fees are collected by the Company’s CCRC JV, net of CCRC JV entrance fee amortization. The following table summarizes the Company’s revenues by segment (in thousands): Three Months Ended March 31, Segment 2017 2016 SH NNN $ 100,034 $ 106,889 SHOP 140,228 165,763 Life science 85,321 88,948 Medical office 118,371 108,023 Other non-reportable segments 48,214 50,834 Total revenues $ 492,168 $ 520,457 See Notes 3 and 4 for significant transactions impacting the Company’s segment assets during the periods presented.

Earnings Per Common Share

Earnings Per Common Share	3 Months Ended
	Mar. 31, 2017
Earnings Per Common Share
Earnings Per Common Share	NOTE 14. Earnings Per Common Share The following table illustrates the computation of basic and diluted earnings per share (in thousands, except per share amounts): Three Months Ended March 31, 2017 2016 Numerator Net income from continuing operations $ 464,177 $ 51,337 Noncontrolling interests’ share in earnings (3,032) (3,626) Net income attributable to HCP, Inc. 461,145 47,711 Participating securities’ share in earnings (770) (357) Income from continuing operations applicable to common shares 460,375 47,354 Discontinued operations — 68,408 Net income applicable to common shares $ 460,375 $ 115,762 Numerator - Dilutive Net income applicable to common shares $ 460,375 $ 115,762 Add: distributions on dilutive convertible units 2,803 — Dilutive net income available to common shares $ 463,178 $ 115,762 Denominator Basic weighted average common shares 468,299 466,074 Dilutive potential common shares - equity awards 229 188 Dilutive potential common shares - DownREIT units 6,645 — Diluted weighted average common shares 475,173 466,262 Basic earnings per common share Continuing operations $ 0.98 $ 0.10 Discontinued operations — 0.15 Net income applicable to common shares $ 0.98 $ 0.25 Diluted earnings per common share Continuing operations $ 0.97 $ 0.10 Discontinued operations — 0.15 Net income applicable to common shares $ 0.97 $ 0.25 Restricted stock and certain performance restricted stock units are considered participating securities, because dividend payments are not forfeited even if the underlying award does not vest, and require use of the two-class method when computing basic and diluted earnings per share. Options to purchase 1 million shares of common stock were excluded from the computation of diluted earnings per share for both the three months ended March 31, 2017 and 2016 because they are anti-dilutive. Additionally, 6 million shares, issuable upon conversion of 4 million DownREIT units during the three months ended March 31, 2016, were not included because they are anti-dilutive.

Supplemental Cash Flow Informat

Supplemental Cash Flow Information	3 Months Ended
	Mar. 31, 2017
Supplemental Cash Flow Information
Supplemental Cash Flow Information	NOTE 15. Supplemental Cash Flow Information The following table provides supplemental cash flow information (in thousands): Three Months Ended March 31, 2017 2016 Supplemental cash flow information: Interest paid, net of capitalized interest $ 108,232 $ 171,422 Income taxes paid 1,105 1,213 Capitalized interest 3,090 3,128 Supplemental schedule of non-cash investing and financing activities: Accrued construction costs 51,498 56,972 Non-cash acquisitions and dispositions settled with receivables and restricted cash held in connection with Section 1031 transactions 39,991 91,605 Tenant-funded tenant improvements owned by HCP 3,120 9,178 Vesting of restricted stock units 293 248 Conversion of non-managing member units into common stock 1,548 4,136 Mortgages and other liabilities assumed with real estate acquisitions — 1,200 Unrealized losses on available-for-sale securities and derivatives designated as cash flow hedges, net (45) (705)

Variable Interest Entities

Variable Interest Entities	3 Months Ended
	Mar. 31, 2017
Variable Interest Entities
Variable Interest Entities	NOTE 16. Variable Interest Entities Unconsolidated Variable Interest Entities At March 31, 2017, the Company had investments in: (i) four unconsolidated VIE JVs, (ii) 48 properties leased to VIE tenants, (iii) marketable debt securities of one VIE and (iv) two loans to VIE borrowers. The Company has determined that it is not the primary beneficiary of and therefore does not consolidate these VIEs because it does not have the ability to control the activities that most significantly impact their economic performance. Except for the Company’s equity interest in the unconsolidated JVs (CCRC OpCo, RIDEA II PropCo, Vintage Park Development JV and the LLC investment discussed below), it has no formal involvement in these VIEs beyond its investments. The Company holds a 49% ownership interest in CCRC OpCo, a joint venture entity formed in August 2014 that operates senior housing properties in a RIDEA structure and has been identified as a VIE (see Note 7). The equity members of CCRC OpCo “lack power” because they share certain operating rights with Brookdale, as manager of the CCRCs. The assets of CCRC OpCo primarily consist of the CCRCs that it owns and leases, resident fees receivable, notes receivable, and cash and cash equivalents; its obligations primarily consist of operating lease obligations to CCRC PropCo, debt service payments and capital expenditures for the properties, and accounts payable and expense accruals associated with the cost of its CCRCs’ operations. Assets generated by the CCRC operations (primarily rents from CCRC residents) of CCRC OpCo may only be used to settle its contractual obligations (primarily from debt service payments, capital expenditures, and rental costs and operating expenses incurred to manage such facilities). In January 2017, as a result of the partial sale of its interest in RIDEA II, the Company concluded that it should deconsolidate RIDEA II as it is no longer the primary beneficiary of the joint venture. The HCP/CPA JV is the primary beneficiary of both RIDEA II PropCo and RIDEA II OpCo as it controls the significant activities of RIDEA II PropCo and, of the group that controls the significant activities of RIDEA II OpCo, is most closely associated to the entity. Furthermore, control over the HCP/CPA JV is shared between HCP and CPA, and as such, the Company does not consolidate the HCP/CPA JV. Subsequent to the partial sale of its interest in RIDEA II, the Company continues to hold a direct investment in RIDEA II PropCo, which has been identified as a VIE as Brookdale, the non-managing member, does not have any substantive participating rights or kick-out rights over the managing member, HCP/CPA PropCo (see Notes 4 and 7). The assets of RIDEA II PropCo primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; its obligations primarily consist of a combination of third-party and HCP debt (see Note 4). Assets generated by RIDEA II PropCo (primarily from RIDEA II OpCo lease payments) may only be used to settle its contractual obligations (primarily debt service payments on the third-party and HCP debt). The Company holds an 85% ownership interest in Vintage Park Development JV (see Note 7), which has been identified as a VIE as power is shared with a member that does not have a substantive equity investment at risk. The assets of Vintage Park Development JV primarily consist of an in-progress independent living facility development project that it owns and cash and cash equivalents; its obligations primarily consist of accounts payable and expense accruals associated with the cost of its development obligations. Any assets generated by Vintage Park Development JV may only be used to settle its contractual obligations (primarily development expenses and debt service payments). The Company holds a limited partner ownership interest in an unconsolidated LLC that has been identified as a VIE. The Company’s involvement in the entity is limited to its equity investment as a limited partner, and it does not have any substantive participating rights or kick-out rights over the general partner. The assets and liabilities of the entity primarily consist of those associated with its senior housing real estate and development activities. Any assets generated by the entity may only be used to settle its contractual obligations (primarily development expenses and debt service payments). The Company leases 48 properties to a total of seven tenants that have also been identified as VIEs (“VIE tenants”). These VIE tenants are “thinly capitalized” entities that rely on the operating cash flows generated from the senior housing facilities to pay operating expenses, including the rent obligations under their leases. The Company holds commercial mortgage-backed securities (“CMBS”) issued by Federal Home Loan Mortgage Corporation (commonly referred to as Freddie MAC) through a special purpose entity that has been identified as a VIE because it is “thinly capitalized.” The CMBS issued by the VIE are backed by mortgage debt obligations on real estate assets. The Company provided a £105 million ($131 million at closing) bridge loan to Maria Mallaband Care Group Ltd. (“MMCG”) to fund the acquisition of a portfolio of care homes in the U.K. MMCG created a special purpose entity to acquire the portfolio and funded it entirely using the Company’s bridge loan. As such, the special purpose entity has been identified as a VIE because it is “thinly capitalized.” The Company retains a three-year call option to acquire all the shares of the special purpose entity, which it can only exercise upon the occurrence of certain events. The Company provided seller financing of $10 million related to its sale of seven SH NNN facilities. The financing was provided in the form of a secured five-year mezzanine loan to a “thinly capitalized” borrower created to acquire the facilities. The classification of the related assets and liabilities and the maximum loss exposure as a result of the Company’s involvement with these VIEs at March 31, 2017 was as follows (in thousands): Maximum Loss Exposure and Carrying VIE Type Asset/Liability Type Amount (1) VIE tenants—DFLs (2) Net investment in DFLs $ 600,348 VIE tenants—operating leases (2) Lease intangibles, net and straight-line rent receivables 6,721 CCRC OpCo Investments in unconsolidated JVs 217,655 RIDEA II PropCo Investments in unconsolidated JVs 257,534 Vintage Park Development JV Investments in unconsolidated JVs 6,953 Loan—senior secured Loans receivable, net 131,916 Loan—seller financing Loans receivable, net 10,000 CMBS and LLC investment Marketable debt and cost method investment 33,391 (1) The Company’s maximum loss exposure represents the aggregate carrying amount of such investments (including accrued interest). (2) The Company’s maximum loss exposure may be mitigated by re-leasing the underlying properties to new tenants upon an event of default. At March 31, 2017, the Company had not provided, and is not required to provide, financial support through a liquidity arrangement or otherwise, to its unconsolidated VIEs, including circumstances in which it could be exposed to further losses (e.g., cash shortfalls). See Notes 4, 6, and 7 for additional descriptions of the nature, purpose and operating activities of the Company’s unconsolidated VIEs and interests therein. Consolidated Variable Interest Entities HCP, Inc.’s consolidated total assets and total liabilities at March 31, 2017 and December 31, 2016 include certain assets of variable interest entities (“VIEs”) that can only be used to settle the liabilities of the related VIE. The VIE creditors do not have recourse to HCP, Inc. Total assets at March 31, 2017 and December 31, 2016 include VIE assets as follows (in thousands): March 31, 2017 December 31, 2016 Assets Buildings and improvements $ 2,787,845 $ 3,522,310 Development costs and construction in progress 23,837 31,953 Land 214,963 327,241 Accumulated depreciation and amortization (535,012) (676,276) Net real estate 2,491,633 3,205,228 Investments in and advances to unconsolidated joint ventures 3,108 3,641 Accounts receivable 9,609 19,996 Cash and cash equivalents 37,005 35,844 Restricted cash 42,009 22,624 Intangible assets, net 139,281 169,027 Other assets, net 55,049 69,562 Total assets $ 2,777,694 $ 3,525,922 Liabilities Mortgage debt 45,245 520,870 Intangible liabilities, net 8,734 8,994 Liabilities of assets held for sale, net 92,640 120,719 Deferred revenue 16,077 23,456 Total liabilities $ 162,696 $ 674,039 RIDEA I. The Company holds a 90% ownership interest in JV entities formed in September 2011 that own and operate senior housing properties in a RIDEA structure (“RIDEA I”). The Company has historically classified RIDEA I OpCo as a VIE and, as a result of the adoption of ASU No. 2015-02, Amendments to the Consolidation Analysis (“ASU 2015-02”), also classifies RIDEA I PropCo as a VIE due to the non-managing member lacking substantive participation rights in the management of RIDEA I PropCo or kick-out rights over the managing member. The Company consolidates RIDEA I PropCo and RIDEA I OpCo as the primary beneficiary because it has the ability to control the activities that most significantly impact these VIEs’ economic performance. The assets of RIDEA I PropCo primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; its obligations primarily consist of notes payable to a non-VIE consolidated subsidiary of the Company. The assets of RIDEA I OpCo primarily consist of leasehold interests in senior housing facilities (operating leases), resident fees receivable, and cash and cash equivalents; its obligations primarily consist of lease payments to RIDEA I PropCo and operating expenses of its senior housing facilities (accounts payable and accrued expenses). Assets generated by the senior housing operations (primarily from senior housing resident rents) of the RIDEA I structure may only be used to settle its contractual obligations (primarily from the rental costs, operating expenses incurred to manage such facilities and debt costs). RIDEA III . The Company holds a 90% ownership interest in JV entities formed in June 2015 that own and operate senior housing properties in a RIDEA structure. The Company has historically classified RIDEA III OpCo as a VIE and, as a result of the adoption of ASU 2015-02, also classifies RIDEA III PropCo as a VIE due to the non-managing member lacking substantive participation rights in the management of RIDEA III PropCo or kick-out rights over the managing member. The Company consolidates RIDEA III PropCo and RIDEA III OpCo as the primary beneficiary because it has the ability to control the activities that most significantly impact these VIEs’ economic performance. The assets of RIDEA III PropCo primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; its obligations primarily consist of a note payable to a non-VIE consolidated subsidiary of the Company. The assets of RIDEA III OpCo primarily consist of leasehold interests in senior housing facilities (operating leases), resident fees receivable, and cash and cash equivalents; its obligations primarily consist of lease payments to RIDEA III PropCo and operating expenses of its senior housing facilities (accounts payable and accrued expenses). Assets generated by the senior housing operations (primarily from senior housing resident rents) of the RIDEA III structure may only be used to settle its contractual obligations (primarily from the rental costs, operating expenses incurred to manage such facilities and debt costs). HCP Ventures V, LLC . The Company holds a 51% ownership interest in and is the managing member of a JV entity formed in October 2015 that owns and leases MOBs (“HCP Ventures V”). Upon adoption of ASU 2015-02, the Company classified HCP Ventures V as a VIE due to the non-managing member lacking substantive participation rights in the management of HCP Ventures V or kick-out rights over the managing member. The Company consolidates HCP Ventures V as the primary beneficiary because it has the ability to control the activities that most significantly impact the VIE’s economic performance. The assets of HCP Ventures V primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; its obligations primarily consist of capital expenditures for the properties. Assets generated by HCP Ventures V may only be used to settle its contractual obligations (primarily from capital expenditures). Vintage Park JV . The Company holds a 90% ownership interest in a JV entity formed in January 2015 that owns an 85% interest in an unconsolidated development VIE (“Vintage Park JV”). Upon adoption of ASU 2015-02, the Company classified Vintage Park JV as a VIE due to the non-managing member lacking substantive participation rights in the management of the Vintage Park JV or kick-out rights over the managing member. The Company consolidates Vintage Park JV as the primary beneficiary because it has the ability to control the activities that most significantly impact the VIE’s economic performance. The assets of Vintage Park JV primarily consist of an investment in the Vintage Park Development JV and cash and cash equivalents; its obligations primarily consist of funding the ongoing development of the Vintage Park Development JV. Assets generated by the Vintage Park JV may only be used to settle its contractual obligations (primarily from the funding of the Vintage Park Development JV). DownREITs . The Company holds a controlling ownership interest in and is the managing member of five DownREITs. Upon adoption of ASU 2015-02, the Company classified the DownREITs as VIEs due to the non-managing members lacking substantive participation rights in the management of the DownREITs or kick-out rights over the managing member. The Company consolidates the DownREITs as the primary beneficiary because it has the ability to control the activities that most significantly impact these VIEs’ economic performance. The assets of the DownREITs primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; their obligations primarily consist of debt service payments and capital expenditures for the properties. Assets generated by the DownREITs (primarily from resident rents) may only be used to settle their contractual obligations (primarily from debt service and capital expenditures). Other Consolidated Real Estate Partnerships . The Company holds a controlling ownership interest in and is the general partner (or managing member) of multiple partnerships that own and lease real estate assets (the “Partnerships”). Upon adoption of ASU 2015-02, the Company classified the Partnerships as VIEs due to the limited partners (non-managing members) lacking substantive participation rights in the management of the Partnerships or kick-out rights over the general partner (managing member). The Company consolidates the Partnerships as the primary beneficiary because it has the ability to control the activities that most significantly impact these VIEs’ economic performance. The assets of the Partnerships primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; their obligations primarily consist of debt service payments and capital expenditures for the properties. Assets generated by the Partnerships (primarily from resident rents) may only be used to settle their contractual obligations (primarily from debt service and capital expenditures). Other consolidated VIEs . The Company made a loan to an entity that entered into a tax credit structure (“Tax Credit Subsidiary”) and a loan to an entity that made an investment in a development JV (“Development JV”) both of which are considered VIEs. The Company consolidates the Tax Credit Subsidiary and Development JV as the primary beneficiary because it has the ability to control the activities that most significantly impact the VIEs’ economic performance. The assets and liabilities of the Tax Credit Subsidiary and Development JV substantially consist of a development in progress, notes receivable, prepaid expenses, notes payable, and accounts payable and accrued liabilities generated from their operating activities. Any assets generated by the operating activities of the Tax Credit Subsidiary and Development JV may only be used to settle their contractual obligations.

Concentration of Credit Risk

Concentration of Credit Risk	3 Months Ended
	Mar. 31, 2017
Concentration of Credit Risk
Concentration of Credit Risk	NOTE 17. Concentration of Credit Risk Concentrations of credit risk arise when one or more tenants, operators or obligors related to the Company’s investments are engaged in similar business activities, or activities in the same geographic region, or have similar economic features that would cause their ability to meet contractual obligations, including those to the Company, to be similarly affected by changes in economic conditions. The Company regularly monitors various segments of its portfolio to assess potential concentrations of credit risks. The Company does not have significant foreign operations. The following tables provide information regarding the Company’s concentrations with respect to certain tenants: Percentage of Gross Assets Percentage of Revenues Total Company SH NNN Total Company SH NNN March 31, December 31, March 31, December 31, Three Months Ended March 31, Three Months Ended March 31, Tenant 2017 2016 2017 2016 2017 2016 2017 2016 Brookdale (1) 11 17 42 69 12 12 60 58 (1) Includes revenues from 64 SH NNN facilities that were classified as held for sale at December 31, 2016 and sold in March 2017. At March 31, 2017 and December 31, 2016, Brookdale managed or operated, in the Company’s SHOP segment, approximately 13% and 18%, respectively, of the Company’s real estate investments based on gross assets. Because an operator manages the Company’s facilities in exchange for the receipt of a management fee, the Company is not directly exposed to the credit risk of its operators in the same manner or to the same extent as its triple-net tenants. At March 31, 2017, Brookdale provided comprehensive facility management and accounting services with respect to 59 of the Company’s SHOP facilities and 65 SHOP facilities owned by its unconsolidated joint ventures, for which the Company or joint venture pay annual management fees pursuant to long-term management agreements. Most of the management agreements have terms ranging from 10 to 15 years, with three to four 5-year renewal periods. The base management fees are 4.5% to 5.0% of gross revenues (as defined) generated by the RIDEA facilities. In addition, there are incentive management fees payable to Brookdale if operating results of the RIDEA properties exceed pre-established EBITDAR (as defined) thresholds. Brookdale is subject to the registration and reporting requirements of the SEC and is required to file with the SEC annual reports containing audited financial information and quarterly reports containing unaudited financial information. The information related to Brookdale contained or referred to in this report has been derived from SEC filings made by Brookdale or other publicly available information, or was provided to the Company by Brookdale, and the Company has not verified this information through an independent investigation or otherwise. The Company has no reason to believe that this information is inaccurate in any material respect, but the Company cannot assure the reader of its accuracy. The Company is providing this data for informational purposes only, and encourages the reader to obtain Brookdale’s publicly available filings, which can be found on the SEC’s website at www.sec.gov. To mitigate the credit risk of leasing properties to certain senior housing and post-acute/skilled nursing operators, leases with operators are often combined into portfolios that contain cross-default terms, so that if a tenant of any of the properties in a portfolio defaults on its obligations under its lease, the Company may pursue its remedies under the lease with respect to any of the properties in the portfolio. Certain portfolios also contain terms whereby the net operating profits of the properties are combined for the purpose of securing the funding of rental payments due under each lease.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2017
Fair Value Measurements
Fair Value Measurements	NOTE 18. Fair Value Measurements Financial assets and liabilities measured at fair value on a recurring basis at March 31, 2017 in the consolidated balance sheets are immaterial. The table below summarizes the carrying amounts and fair values of the Company’s financial instruments (in thousands): March 31, 2017 (4) December 31, 2016 (4) Carrying Carrying Value Fair Value Value Fair Value Loans receivable, net (2) $ 788,486 $ 787,067 $ 807,954 $ 807,505 Marketable debt securities (2) 18,330 18,330 68,630 68,630 Marketable equity securities (1) 85 85 76 76 Warrants (3) 39 39 19 19 Bank line of credit (2) 492,421 492,421 899,718 899,718 Term loans (2) 274,103 274,103 440,062 440,062 Senior unsecured notes (1) 7,136,336 7,445,519 7,133,538 7,386,149 Mortgage debt (2) 147,329 134,605 623,792 609,374 Other debt (2) 91,263 91,263 92,385 92,385 Interest-rate swap liabilities (2) 4,163 4,163 4,857 4,857 Currency swap asset (2) 1,924 1,924 2,920 2,920 (1) Level 1: Fair value calculated based on quoted prices in active markets . (2) Level 2: Fair value based on (i) for marketable debt securities, quoted prices for similar or identical instruments in active or inactive markets, respectively, or (ii) or for loans receivable, net, mortgage debt, and swaps, calculated utilizing standardized pricing models in which significant inputs or value drivers are observable in active markets. For bank line of credit, term loans and other debt, the carrying values are a reasonable estimate of fair value because the borrowings are primarily based on market interest rates and the Company’s credit rating . (3) Level 3: Fair value determined based on significant unobservable market inputs using standardized derivative pricing models. (4) During the three months ended March 31, 2017 and year ended December 31, 2016, there were no material transfers of financial assets or liabilities within the fair value hierarchy.

Derivative Financial Instrument

Derivative Financial Instruments	3 Months Ended
	Mar. 31, 2017
Derivative Financial Instruments
Derivative Financial Instruments	NOTE 19. Derivative Financial Instruments The following table summarizes the Company’s outstanding interest-rate and foreign currency swap contracts at March 31, 2017 (dollars and GBP in thousands): Fixed Hedge Rate/Buy Floating/Exchange Notional/ Date Entered Maturity Date Designation Amount Rate Index Sell Amount Fair Value (1) Interest rate: July 2005 (2) July 2020 Cash Flow % BMA Swap Index $ 44,300 $ (3,301) January 2015 (3) October 2017 Cash Flow % 1 Month GBP LIBOR+0.975% £ 220,000 $ (862) Foreign currency: January 2015 (4) October 2017 Cash Flow $ 11,300 Buy USD/Sell GBP £ 7,500 $ 1,924 (1) Derivative assets are recorded in other assets, net and derivative liabilities are recorded in accounts payable and accrued liabilities on the consolidated balance sheets. (2) Represents three interest-rate swap contracts, which hedge fluctuations in interest payments on variable-rate secured debt due to overall changes in hedged cash flows. (3) Hedges fluctuations in interest payments on variable-rate unsecured debt due to fluctuations in the underlying benchmark interest rate. (4) Currency swap contract (buy USD/sell GBP) hedges the foreign currency exchange risk related to the Company’s forecasted GBP denominated interest receipts on its HC-One Facility. Represents a currency swap to sell approximately £1.1 million monthly at a rate of 1.5149 through October 2017. The Company uses derivative instruments to mitigate the effects of interest rate and foreign currency fluctuations on specific forecasted transactions as well as recognized financial obligations or assets. Utilizing derivative instruments allows the Company to manage the risk of fluctuations in interest and foreign currency rates related to the potential impact these changes could have on future earnings and forecasted cash flows. The Company does not use derivative instruments for speculative or trading purposes. Assuming a one percentage point change in the underlying interest rate curve and foreign currency exchange rates, the estimated change in fair value of each of the underlying derivative instruments would not exceed $2 million. At March 31, 2017, £219 million of the Company’s GBP-denominated borrowings under the Facility and 2015 Term Loan are designated as a hedge of a portion of the Company’s net investments in GBP-functional subsidiaries to mitigate its exposure to fluctuations in the GBP to USD exchange rate. For instruments that are designated and qualify as net investment hedges, the variability in the foreign currency to USD exchange rate of the instrument is recorded as part of the cumulative translation adjustment component of accumulated other comprehensive income (loss). Accordingly, the remeasurement value of the designated £219 million GBP-denominated borrowings due to fluctuations in the GBP to USD exchange rate are reported in accumulated other comprehensive income (loss) as the hedging relationship is considered to be effective. The cumulative balance of the remeasurement value will be reclassified to earnings when the hedged investment is sold or substantially liquidated.

Summary of Significant Accoun28

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2017
Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Management is required to make estimates and assumptions in the preparation of financial statements in conformity with GAAP. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from management’s estimates. The consolidated financial statements include the accounts of HCP, Inc., its wholly-owned subsidiaries, joint ventures (“JVs”) and VIEs that it controls through voting rights or other means. Intercompany transactions and balances have been eliminated upon consolidation. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary to present fairly the Company’s financial position, results of operations and cash flows have been included. Operating results for the three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. The accompanying unaudited interim financial information should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2016 included in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”).
Real Estate	Real Estate On January 1, 2017 the Company adopted Accounting Standards Update (“ASU”) No. 2017-01, Clarifying the Definition of a Business (“ASU 2017-01”) which narrows the Financial Accounting Standards Board’s (“FASB”) definition of a business and provides a framework that gives entities a basis for making reasonable judgments about whether a transaction involves an asset, or a group of assets, or a business. ASU 2017-01 states that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or group of similar identifiable assets, the set is not a business. If this initial test is not met, a set cannot be considered a business unless it includes an acquired input and a substantive process that together significantly contribute to the ability to create outputs. In addition, ASU 2017-01 clarifies the requirements for a set of activities to be considered a business and narrows the definition of an output. This ASU is to be applied prospectively and the Company expects that a majority of its future real estate acquisitions and dispositions will be deemed asset transactions rather than business combinations. As a result, for asset acquisitions the Company will record identifiable assets acquired, liabilities assumed and any associated noncontrolling interests at cost on a relative fair value basis. In addition, for such asset acquisitions, no goodwill will be recognized, third party transaction costs will be capitalized and any associated contingent consideration will be recorded when the contingency is resolved.
Segment Reporting	Segment Reporting The Company’s reportable segments, based on how it evaluates its business and allocates resources, are as follows: (i) SH NNN, (ii) SHOP, (iii) life science and (iv) medical office. Prior to the third quarter of 2016, the Company had five reportable segments: (i) senior housing, (ii) post-acute/skilled nursing, (iii) life science, (iv) medical office and (v) hospital. During the third quarter of 2016, primarily as a result of the planned spin-off of Quality Care Properties, Inc. (“QCP”) (NYSE:QCP), the Company revised its operating analysis structure and changed its reportable segments. The Company believes the change to its reportable segments is appropriate and consistent with how its chief operating decision makers review the Company’s operating results and determine resource allocations. Accordingly, all prior period segment information has been reclassified to conform to the current period presentation.
Reclassifications	Reclassifications Certain amounts in the Company’s consolidated financial statements have been reclassified for prior periods to conform to the current period presentation. Certain prior period amounts have been reclassified on consolidated statements of operations for discontinued operations (see Note 4). See Segment Reporting above for additional reclassifications.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In February 2017, the FASB issued ASU No. 2017-05, Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets (“ASU 2017-05”). The amendments in ASU 2017-05 clarify the scope of the FASB’s recently established guidance on nonfinancial asset derecognition which applies to the derecognition of all nonfinancial assets and in-substance nonfinancial assets. In addition, ASU 2017-05 clarifies the accounting for partial sales of nonfinancial assets and in-substance nonfinancial assets to align with the new revenue recognition standard (see below). ASU 2017-05 is effective for annual periods beginning after December 15, 2017, including interim periods within, and must be adopted in conjunction with the Revenue ASUs (as defined below). ASU 2017-05 can be adopted using a full retrospective approach or a modified retrospective approach, resulting in a cumulative-effect adjustment to equity as of the beginning of the fiscal year in which the guidance is effective. Under either transition election, the Company will reassess its partial sale of RIDEA II, completed in the first quarter of 2017, and record its retained 40% equity interest at fair value as of the sale completion date. The Company estimates the fair value of its retained equity investment as of the sale completion date to be approximately $107 million which upon adoption, will increase the Company’s gain on sales of real estate, net for the period ended March 31, 2017 by the same amount. See Note 4 for further information on the RIDEA II transaction. In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 is intended to improve financial reporting by requiring timelier recognition of credit losses on loans and other financial instruments held by financial institutions and other organizations. The amendments in ASU 2016-13 eliminate the “probable” initial threshold for recognition of credit losses in current accounting guidance and, instead, reflect an entity’s current estimate of all expected credit losses over the life of the financial instrument. Previously, when credit losses were measured under current accounting guidance, an entity generally only considered past events and current conditions in measuring the incurred loss. The amendments in ASU 2016-13 broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually. The use of forecasted information incorporates more timely information in the estimate of expected credit loss. ASU 2016-13 is effective for fiscal years, and interim periods within, beginning after December 15, 2019. Early adoption is permitted for fiscal years, and interim periods within, beginning after December 15, 2018. A reporting entity is required to apply the amendments in ASU 2016-13 using a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption. A prospective transition approach is required for debt securities for which an other-than-temporary impairment had been recognized before the effective date. Upon adoption of ASU 2016-13, the Company is required to reassess its financing receivables, including direct finance leases and loans receivable, and expects that application of ASU 2016-13 may result in the Company recognizing credit losses at an earlier date than would otherwise be recognized under current accounting guidance. The Company is evaluating the impact of the adoption of ASU 2016-13 on January 1, 2020 to its consolidated financial position and results of operations. In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”). ASU 2016-02 amends the current accounting for leases to: (i) require lessees to put most leases on their balance sheets, but continue recognizing expenses on their income statements in a manner similar to requirements under current accounting guidance, (ii) eliminate current real estate specific lease provisions and (iii) modify the classification criteria and accounting for sales-type leases for lessors. ASU 2016-02 is effective for fiscal years, and interim periods within, beginning after December 15, 2018. Early adoption is permitted. The transition method required by ASU 2016-02 varies based on the specific amendment being adopted. As a result of adopting ASU 2016-02, the Company will recognize all of its operating leases for which it is the lessee, including corporate office leases and ground leases, on its consolidated balance sheets and will capitalize fewer legal costs related to the drafting and execution of its lease agreements. In addition, the Company expects that it will have to bifurcate lease agreements into lease components and certain non-lease components. Lease components will continue to be recognized on a straight-line basis over the lease term and certain non-lease components will be accounted for under the new revenue recognition guidance in ASU 2014-09. The Company is evaluating the impact of the adoption of ASU 2016-02 on January 1, 2019 to its consolidated financial position and results of operations. Between May 2014 and May 2016, the FASB issued three ASUs changing the requirements for recognizing and reporting revenue (together, herein referred to as the “Revenue ASUs”): (i) ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), (ii) ASU No. 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (“ASU 2016-08”) and (iii) ASU No. 2016-12, Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”). ASU 2014-09 provides guidance for revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2016-08 is intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations. ASU 2016-12 provides practical expedients and improvements on the previously narrow scope of ASU 2014-09. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (“ASU 2015-14”). ASU 2015-14 defers the effective date of ASU 2014-09 by one year to fiscal years, and interim periods within, beginning after December 15, 2017. All subsequent ASUs related to ASU 2014-09, including ASU 2016-08 and ASU 2016-12, assumed the deferred effective date enforced by ASU 2015-14. Early adoption of the Revenue ASUs is permitted for annual periods, and interim periods within, beginning after December 15, 2016. A reporting entity may apply the amendments in the Revenue ASUs using either a modified retrospective approach, by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption or full retrospective approach. The Company has not yet elected a transition method and is evaluating the complete impact of the adoption of the Revenue ASUs on January 1, 2018 to its consolidated financial position, results of operations and disclosures. The Company expects to complete its evaluation of the impacts of the Revenue ASUs during the second half of 2017. As the primary source of revenue for the Company is generated through leasing arrangements, which are excluded from the Revenue ASUs, the Company expects that it will be impacted in its recognition and disclosure of non-lease revenue, such as certain resident fees in its RIDEA structures (a portion of which are not generated through leasing arrangements), non-lease components of revenue from lease agreements (upon adoption of ASU 2016-02) and its recognition of real estate sale transactions. Under ASU 2014-09, revenue recognition for real estate sales is largely based on the transfer of control versus continuing involvement under current guidance. As a result, the Company generally expects that the new guidance will result in more transactions qualifying as sales of real estate and revenue being recognized at an earlier date than under current accounting guidance. The following ASUs have been issued, but not yet adopted, and the Company does not expect a material impact to its consolidated financial position, results of operations, cash flows, or disclosures upon adoption: · ASU No. 2017-04, Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). ASU 2017-04 is effective for fiscal years, including interim periods within, beginning after December 15, 2019 (upon the first goodwill impairment test performed during that fiscal year). Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. A reporting entity must apply the amendments in ASU 2017-04 using a prospective approach. · ASU No. 2016-18, Restricted Cash (“ASU 2016-18”). ASU 2016-18 is effective for fiscal years, and interim periods within, beginning after December 15, 2017. Early adoption is permitted. A reporting entity must apply the amendments in ASU 2016-18 using a full retrospective approach. · ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 is effective for fiscal years, and interim periods within, beginning after December 15, 2017. Early adoption is permitted. A reporting entity must apply the amendments in ASU 2016-15 using a full retrospective approach. · ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). ASU 2016-01 is effective for fiscal years, and interim periods within, beginning after December 15, 2017. Early adoption is permitted only for updates to certain disclosure requirements. A reporting entity is required to apply the amendments in ASU 2016-01 using a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption. · ASU No. 2016-16, Intra-Entity Transfers of Assets Other Than Inventory (“ASU 2016-16”). ASU 2016-16 is effective for fiscal years, and interim periods within, beginning after December 15, 2017. Early adoption is permitted as of the first interim period presented in any year following issuance. A reporting entity must apply the amendments in ASU 2016-16 using a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption.

Real Estate Property Investme29

Real Estate Property Investments (Tables)	3 Months Ended
	Mar. 31, 2017
Real Estate Property Investments
Schedule of real estate acquisitions (in thousands)	The following table summarizes the Company’s real estate acquisitions for the three months ended March 31, 2016 (in thousands): Consideration Assets Acquired Cash Paid/ Liabilities Net Segment Debt Settled Assumed Real Estate Intangibles SH NNN $ 76,362 $ 1,200 $ 71,875 $ 5,687 Other non-reportable segments 17,909 — 16,596 1,313 $ 94,271 $ 1,200 $ 88,471 $ 7,000

Discontinued Operations and D30

Discontinued Operations and Dispositions of Real Estate (Tables)	3 Months Ended
	Mar. 31, 2017
Spinoff
Summary of financial information for discontinued operations	Summarized financial information for discontinued operations for the three months ended March 31, 2016 is as follows (in thousands): Three Months Ended March 31, 2016 Revenues: Rental and related revenues $ 6,814 Tenant recoveries 362 Income from direct financing leases 113,058 Total revenues 120,234 Costs and expenses: Depreciation and amortization (1,467) Operating (998) General and administrative (48) Other income, net 21 Income before income taxes 117,742 Income tax expense (49,334) Net income from discontinued operations $ 68,408

Net Investment in Direct Fina31

Net Investment in Direct Financing Leases (Tables)	3 Months Ended
	Mar. 31, 2017
Loans Receivable:
Schedule of components of net investment in DFLs (dollars in thousands)	Net investment in DFLs consisted of the following (dollars in thousands): March 31, December 31, 2017 2016 Minimum lease payments receivable $ 1,095,233 $ 1,108,237 Estimated residual values 500,368 539,656 Less unearned income (883,061) (895,304) Net investment in direct financing leases $ 712,540 $ 752,589 Properties subject to direct financing leases 29 30
DFL Watchlist Portfolio
Loans Receivable:
Summary of the Company's internal ratings for DFLs (dollars in thousands)	The following table summarizes the Company’s internal ratings for DFLs at March 31, 2017 (dollars in thousands): Carrying Percentage of Internal Ratings Segment Amount DFL Portfolio Performing DFLs Watch List DFLs Workout DFLs SH NNN $ 627,936 88 $ 268,350 $ 359,586 $ — Other non-reportable segments 84,604 12 84,604 — — $ 712,540 100 $ 352,954 $ 359,586 $ —

Loans Receivable (Tables)

Loans Receivable (Tables) - Loans receivable	3 Months Ended
	Mar. 31, 2017
Loans Receivable:
Schedule of loans receivable (in thousands)	The following table summarizes the Company’s loans receivable (in thousands): March 31, 2017 December 31, 2016 Real Estate Other Real Estate Other Secured Secured Total Secured Secured Total Mezzanine (1) (2) $ — $ 625,116 $ 625,116 $ — $ 615,188 $ 615,188 Other (3) 166,595 — 166,595 195,946 — 195,946 Unamortized discounts, fees and costs — (3,225) (3,225) 413 (3,593) (3,180) $ 166,595 $ 621,891 $ 788,486 $ 196,359 $ 611,595 $ 807,954 (1) At March 31, 2017, included £280 million ($350 million) outstanding and £2 million ($2 million) of associated unamortized discounts, fees and costs, both related to the HC-One Facility. At December 31, 2016, included £282 million ($348 million) outstanding and £2 million ($3 million) of associated unamortized discounts, fees and costs, both related to the HC-One Facility. (2) At March 31, 2017, the Company had £29 million ($36 million) remaining under its commitments to fund development projects and capital expenditures under its United Kingdom (“U.K.”) development projects. (3) At March 31, 2017, included £116 million ($145 million) outstanding related to Maria Mallaband loans.
Summary of the Company's internal ratings for loans receivable (dollars in thousands)	The following table summarizes the Company’s internal ratings for loans receivable at March 31, 2017 (dollars in thousands): Carrying Percentage of Internal Ratings Investment Type Amount Loan Portfolio Performing Loans Watch List Loans Workout Loans Real estate secured $ 166,595 21 $ 166,595 $ — $ — Other secured 621,891 79 365,318 256,573 — $ 788,486 100 $ 531,913 $ 256,573 $ —

Investments in and Advances t33

Investments in and Advances to Unconsolidated Joint Ventures (Tables)	3 Months Ended
	Mar. 31, 2017
Investments in and Advances to Unconsolidated Joint Ventures
Company owned interests in entities, accounted under equity method (dollars in thousands)	The Company owns interests in the following entities that are accounted for under the equity method at March 31, 2017 (dollars in thousands): Carrying Amount March 31, December 31, Entity (1) Segment Ownership% 2017 2016 CCRC JV (2) SHOP 49 $ 434,649 $ 439,449 RIDEA II (6) SHOP 40 263,180 — HCP Life Science (4) Life science – 63 65,490 67,879 MBK JV (3) SHOP 50 39,088 38,909 HCP Ventures IV, LLC Medical office 20 7,338 7,277 Vintage Park Development JV SHOP 85 6,953 7,486 Suburban Properties, LLC Medical office 67 4,618 4,628 MBK Development JV (3) SHOP 50 2,464 2,463 K&Y (5) Other non-reportable segments 80 1,380 1,342 Advances to unconsolidated JVs, net and other 2,042 2,058 $ 827,202 $ 571,491 (1) These entities are not consolidated because the Company does not control, through voting rights or other means, the JVs. (2) Includes two unconsolidated JVs in a RIDEA structure (CCRC PropCo and CCRC OpCo). (3) Includes two unconsolidated JVs in a RIDEA structure. (4) Includes the following unconsolidated partnerships (and the Company’s ownership percentage): (i) Torrey Pines Science Center, LP (50%); (ii) Britannia Biotech Gateway, LP (55%) and (iii) LASDK, LP (63%). (5) Includes three unconsolidated JVs. (6) Includes three unconsolidated JVs in a RIDEA structure (HCP/CPA PropCo, HCP/CPA OpCo, and RIDEA II PropCo). See Note 4 for further information on the deconsolidation of RIDEA II.

Intangibles (Tables)

Intangibles (Tables)	3 Months Ended
	Mar. 31, 2017
Intangibles
Schedule of intangible lease assets	The following tables summarize the Company’s intangible lease assets and liabilities (in thousands): March 31, December 31, Intangible lease assets 2017 2016 Gross intangible lease assets $ 841,905 $ 911,697 Accumulated depreciation and amortization (409,796) (431,892) Intangible assets, net $ 432,109 $ 479,805
Schedule of intangible lease liabilities	March 31, December 31, Intangible lease liabilities 2017 2016 Gross intangible lease liabilities $ 151,890 $ 163,924 Accumulated depreciation and amortization (97,418) (105,779) Intangible liabilities, net $ 54,472 $ 58,145

Other Assets (Tables)

Other Assets (Tables)	3 Months Ended
	Mar. 31, 2017
Other Assets.
Schedule of other assets (in thousands)	The following table summarizes the Company’s other assets (in thousands): March 31, December 31, 2017 2016 Straight-line rent receivables, net of allowance of $25,173 and $25,059, respectively $ 316,125 $ 311,776 Marketable debt securities, net 18,330 68,630 Leasing costs and inducements, net 87,553 156,820 Goodwill 47,019 42,386 Other 136,380 132,012 Total other assets $ 605,407 $ 711,624

Debt (Tables)

Debt (Tables)	3 Months Ended
	Mar. 31, 2017
Debt
Summary of senior notes issuances (dollars in thousands)	The following table summarizes the Company’s senior unsecured notes payoffs for the year ended December 31, 2016 (dollars in thousands): Date Amount Coupon Rate February 1, 2016 $ 500,000 3.750 % September 15, 2016 $ 400,000 6.300 % November 30, 2016 $ 500,000 6.000 % November 30, 2016 $ 600,000 6.700 %
Summary of stated debt maturities and scheduled principal repayments (in thousands)	The following table summarizes the Company’s stated debt maturities and scheduled principal repayments at March 31, 2017 (in thousands): Senior Bank Line of Unsecured Mortgage Year Credit (1) Term Loan (2) Notes (3) Debt (4) Total (5) 2017 (nine months) $ — $ — $ 250,000 $ 2,604 $ 252,604 2018 492,421 — — 3,641 496,062 2019 — 274,956 450,000 3,839 728,795 2020 — — 800,000 3,907 803,907 2021 — — 1,200,000 11,277 1,211,277 Thereafter — — 4,500,000 116,481 4,616,481 492,421 274,956 7,200,000 141,749 8,109,126 (Discounts), premiums and debt costs, net — (853) (63,664) 5,580 (58,937) $ 492,421 $ 274,103 $ 7,136,336 $ 147,329 $ 8,050,189 (1) Represents £394 million translated into U.S. dollar (“USD”). (2) Represents £220 million translated into USD. (3) Effective interest rates on the notes ranged from 2.79% to 6.88% with a weighted average effective interest rate of 4.34% and a weighted average maturity of six years. (4) Interest rates on the mortgage debt ranged from 2.99% to 7.51% with a weighted average effective interest rate of 4.24% and a weighted average maturity of 20 years. (5) Excludes $91 million of other debt that have no scheduled maturities.

Equity (Tables)

Equity (Tables)	3 Months Ended
	Mar. 31, 2017
Equity
Schedule of accumulated other comprehensive loss (in thousands)	The following table summarizes the Company’s accumulated other comprehensive loss (in thousands): March 31, December 31, 2017 2016 Cumulative foreign currency translation adjustment $ (21,827) $ (22,817) Unrealized losses on cash flow hedges, net (3,731) (3,642) Supplemental Executive Retirement Plan minimum liability (3,055) (3,129) Unrealized losses on available for sale securities (45) (54) Total accumulated other comprehensive loss $ (28,658) $ (29,642)

Segment Disclosures (Tables)

Segment Disclosures (Tables)	3 Months Ended
	Mar. 31, 2017
Segment Disclosures
Summary financial information of reportable segment (in thousands)	The following tables summarize information for the reportable segments (in thousands): For the three months ended March 31, 2017: Life Medical Other Corporate SH NNN SHOP Science Office Non-reportable Non-segment Total Rental revenues (1) $ 100,034 $ 140,228 $ 85,321 $ 118,371 $ 29,883 $ — $ 473,837 HCP share of unconsolidated JV revenues — 76,364 1,940 489 418 — 79,211 Operating expenses (1,111) (94,539) (17,319) (44,864) (1,248) — (159,081) HCP share of unconsolidated JV operating expenses — (59,527) (371) (142) (19) — (60,059) NOI 98,923 62,526 69,571 73,854 29,034 — 333,908 Adjustments to NOI (2) (1,839) 3,508 (256) (969) (1,012) — (568) Adjusted NOI 97,084 66,034 69,315 72,885 28,022 — 333,340 Addback adjustments 1,839 (3,508) 256 969 1,012 — 568 Interest income — — — — 18,331 — 18,331 Interest expense (627) (4,596) (104) (129) (1,997) (79,265) (86,718) Depreciation and amortization (26,411) (26,358) (33,791) (42,729) (7,265) — (136,554) General and administrative — — — — — (22,478) (22,478) Acquisition and pursuit costs — — — — — (1,057) (1,057) Gain on sales of real estate, net 268,464 366 44,633 — 3,795 — 317,258 Other income, net — — — — — 51,208 51,208 Income tax benefit — — — — — 6,162 6,162 Less: HCP share of unconsolidated JV NOI — (16,837) (1,569) (347) (399) — (19,152) Equity income in unconsolidated JVs — 1,993 770 269 237 — 3,269 Net income (loss) $ 340,349 $ 17,094 $ 79,510 $ 30,918 $ 41,736 $ (45,430) $ 464,177 For the three months ended March 31, 2016: Life Medical Other Corporate SH NNN SHOP Science Office Non-reportable Non-segment Total Rental revenues (1) $ 106,889 $ 165,763 $ 88,948 $ 108,023 $ 32,805 $ — $ 502,428 HCP share of unconsolidated JV revenues — 52,277 1,810 479 407 — 54,973 Operating expenses (2,074) (114,003) (16,743) (41,949) (1,188) — (175,957) HCP share of unconsolidated JV operating expenses — (42,088) (374) (149) (3) — (42,614) NOI 104,815 61,949 73,641 66,404 32,021 — 338,830 Adjustments to NOI (2) (5,443) 5,032 (673) (795) (571) — (2,450) Adjusted NOI 99,372 66,981 72,968 65,609 31,450 — 336,380 Addback adjustments 5,443 (5,032) 673 795 571 — 2,450 Interest income — — — — 18,029 — 18,029 Interest expense (4,166) (7,855) (638) (1,665) (2,327) (105,411) (122,062) Depreciation and amortization (33,506) (26,297) (33,596) (38,719) (7,737) — (139,855) General and administrative — — — — — (25,451) (25,451) Acquisition and pursuit costs — — — — — (2,475) (2,475) Other income, net — — — — — 1,292 1,292 Income tax expense — — — — — (3,704) (3,704) Less: HCP share of unconsolidated JV NOI — (10,189) (1,436) (330) (404) — (12,359) Equity (loss) income in unconsolidated JVs — (2,478) 709 658 203 — (908) Discontinued operations — — — — — 68,408 68,408 Net income (loss) $ 67,143 $ 15,130 $ 38,680 $ 26,348 $ 39,785 $ (67,341) $ 119,745 (1) Represents rental and related revenues, tenant recoveries, resident fees and services, and income from DFLs. (2) Represents straight-line rents, DFL non-cash interest, amortization of market lease intangibles, net, lease termination fees and non-refundable entrance fees as the fees are collected by the Company’s CCRC JV, net of CCRC JV entrance fee amortization.
Reconciliation of company's revenues to total revenues (in thousands)	Three Months Ended March 31, Segment 2017 2016 SH NNN $ 100,034 $ 106,889 SHOP 140,228 165,763 Life science 85,321 88,948 Medical office 118,371 108,023 Other non-reportable segments 48,214 50,834 Total revenues $ 492,168 $ 520,457

Earnings Per Common Share (Tabl

Earnings Per Common Share (Tables)	3 Months Ended
	Mar. 31, 2017
Earnings Per Common Share
Computation of basic and diluted earnings per share (in thousands, except per share amounts)	The following table illustrates the computation of basic and diluted earnings per share (in thousands, except per share amounts): Three Months Ended March 31, 2017 2016 Numerator Net income from continuing operations $ 464,177 $ 51,337 Noncontrolling interests’ share in earnings (3,032) (3,626) Net income attributable to HCP, Inc. 461,145 47,711 Participating securities’ share in earnings (770) (357) Income from continuing operations applicable to common shares 460,375 47,354 Discontinued operations — 68,408 Net income applicable to common shares $ 460,375 $ 115,762 Numerator - Dilutive Net income applicable to common shares $ 460,375 $ 115,762 Add: distributions on dilutive convertible units 2,803 — Dilutive net income available to common shares $ 463,178 $ 115,762 Denominator Basic weighted average common shares 468,299 466,074 Dilutive potential common shares - equity awards 229 188 Dilutive potential common shares - DownREIT units 6,645 — Diluted weighted average common shares 475,173 466,262 Basic earnings per common share Continuing operations $ 0.98 $ 0.10 Discontinued operations — 0.15 Net income applicable to common shares $ 0.98 $ 0.25 Diluted earnings per common share Continuing operations $ 0.97 $ 0.10 Discontinued operations — 0.15 Net income applicable to common shares $ 0.97 $ 0.25

Supplemental Cash Flow Inform40

Supplemental Cash Flow Information (Tables)	3 Months Ended
	Mar. 31, 2017
Supplemental Cash Flow Information
Supplemental cash flow information (in thousands)	The following table provides supplemental cash flow information (in thousands): Three Months Ended March 31, 2017 2016 Supplemental cash flow information: Interest paid, net of capitalized interest $ 108,232 $ 171,422 Income taxes paid 1,105 1,213 Capitalized interest 3,090 3,128 Supplemental schedule of non-cash investing and financing activities: Accrued construction costs 51,498 56,972 Non-cash acquisitions and dispositions settled with receivables and restricted cash held in connection with Section 1031 transactions 39,991 91,605 Tenant-funded tenant improvements owned by HCP 3,120 9,178 Vesting of restricted stock units 293 248 Conversion of non-managing member units into common stock 1,548 4,136 Mortgages and other liabilities assumed with real estate acquisitions — 1,200 Unrealized losses on available-for-sale securities and derivatives designated as cash flow hedges, net (45) (705)

Variable Interest Entities (Tab

Variable Interest Entities (Tables)	3 Months Ended
	Mar. 31, 2017
Variable Interest Entities
Schedule of Variable Interest Entities (in thousands)	The classification of the related assets and liabilities and the maximum loss exposure as a result of the Company’s involvement with these VIEs at March 31, 2017 was as follows (in thousands): Maximum Loss Exposure and Carrying VIE Type Asset/Liability Type Amount (1) VIE tenants—DFLs (2) Net investment in DFLs $ 600,348 VIE tenants—operating leases (2) Lease intangibles, net and straight-line rent receivables 6,721 CCRC OpCo Investments in unconsolidated JVs 217,655 RIDEA II PropCo Investments in unconsolidated JVs 257,534 Vintage Park Development JV Investments in unconsolidated JVs 6,953 Loan—senior secured Loans receivable, net 131,916 Loan—seller financing Loans receivable, net 10,000 CMBS and LLC investment Marketable debt and cost method investment 33,391 (1) The Company’s maximum loss exposure represents the aggregate carrying amount of such investments (including accrued interest). (2) The Company’s maximum loss exposure may be mitigated by re-leasing the underlying properties to new tenants upon an event of default.
Schedule Of Variable Interest Entities Included In The Balance Sheet	March 31, 2017 December 31, 2016 Assets Buildings and improvements $ 2,787,845 $ 3,522,310 Development costs and construction in progress 23,837 31,953 Land 214,963 327,241 Accumulated depreciation and amortization (535,012) (676,276) Net real estate 2,491,633 3,205,228 Investments in and advances to unconsolidated joint ventures 3,108 3,641 Accounts receivable 9,609 19,996 Cash and cash equivalents 37,005 35,844 Restricted cash 42,009 22,624 Intangible assets, net 139,281 169,027 Other assets, net 55,049 69,562 Total assets $ 2,777,694 $ 3,525,922 Liabilities Mortgage debt 45,245 520,870 Intangible liabilities, net 8,734 8,994 Liabilities of assets held for sale, net 92,640 120,719 Deferred revenue 16,077 23,456 Total liabilities $ 162,696 $ 674,039

Concentration of Credit Risk (T

Concentration of Credit Risk (Tables)	3 Months Ended
	Mar. 31, 2017
Tenants
Schedule of concentration of credit risk	Percentage of Gross Assets Percentage of Revenues Total Company SH NNN Total Company SH NNN March 31, December 31, March 31, December 31, Three Months Ended March 31, Three Months Ended March 31, Tenant 2017 2016 2017 2016 2017 2016 2017 2016 Brookdale (1) 11 17 42 69 12 12 60 58 (1) Includes revenues from 64 SH NNN facilities that were classified as held for sale at December 31, 2016 and sold in March 2017.

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2017
Fair Value Measurements
Summary of the carrying values and fair values of financial instruments (in thousands)	The table below summarizes the carrying amounts and fair values of the Company’s financial instruments (in thousands): March 31, 2017 (4) December 31, 2016 (4) Carrying Carrying Value Fair Value Value Fair Value Loans receivable, net (2) $ 788,486 $ 787,067 $ 807,954 $ 807,505 Marketable debt securities (2) 18,330 18,330 68,630 68,630 Marketable equity securities (1) 85 85 76 76 Warrants (3) 39 39 19 19 Bank line of credit (2) 492,421 492,421 899,718 899,718 Term loans (2) 274,103 274,103 440,062 440,062 Senior unsecured notes (1) 7,136,336 7,445,519 7,133,538 7,386,149 Mortgage debt (2) 147,329 134,605 623,792 609,374 Other debt (2) 91,263 91,263 92,385 92,385 Interest-rate swap liabilities (2) 4,163 4,163 4,857 4,857 Currency swap asset (2) 1,924 1,924 2,920 2,920 (1) Level 1: Fair value calculated based on quoted prices in active markets . (2) Level 2: Fair value based on (i) for marketable debt securities, quoted prices for similar or identical instruments in active or inactive markets, respectively, or (ii) or for loans receivable, net, mortgage debt, and swaps, calculated utilizing standardized pricing models in which significant inputs or value drivers are observable in active markets. For bank line of credit, term loans and other debt, the carrying values are a reasonable estimate of fair value because the borrowings are primarily based on market interest rates and the Company’s credit rating . (3) Level 3: Fair value determined based on significant unobservable market inputs using standardized derivative pricing models. (4) During the three months ended March 31, 2017 and year ended December 31, 2016, there were no material transfers of financial assets or liabilities within the fair value hierarchy.

Derivative Financial Instrume44

Derivative Financial Instruments (Tables)	3 Months Ended
	Mar. 31, 2017
Derivative Financial Instruments
Schedule of derivative instruments (dollars and GBP in thousands)	The following table summarizes the Company’s outstanding interest-rate and foreign currency swap contracts at March 31, 2017 (dollars and GBP in thousands): Fixed Hedge Rate/Buy Floating/Exchange Notional/ Date Entered Maturity Date Designation Amount Rate Index Sell Amount Fair Value (1) Interest rate: July 2005 (2) July 2020 Cash Flow % BMA Swap Index $ 44,300 $ (3,301) January 2015 (3) October 2017 Cash Flow % 1 Month GBP LIBOR+0.975% £ 220,000 $ (862) Foreign currency: January 2015 (4) October 2017 Cash Flow $ 11,300 Buy USD/Sell GBP £ 7,500 $ 1,924 (1) Derivative assets are recorded in other assets, net and derivative liabilities are recorded in accounts payable and accrued liabilities on the consolidated balance sheets. (2) Represents three interest-rate swap contracts, which hedge fluctuations in interest payments on variable-rate secured debt due to overall changes in hedged cash flows. (3) Hedges fluctuations in interest payments on variable-rate unsecured debt due to fluctuations in the underlying benchmark interest rate. (4) Currency swap contract (buy USD/sell GBP) hedges the foreign currency exchange risk related to the Company’s forecasted GBP denominated interest receipts on its HC-One Facility. Represents a currency swap to sell approximately £1.1 million monthly at a rate of 1.5149 through October 2017.

Summary of Significant Accoun45

Summary of Significant Accounting Policies (Details) $ in Millions	6 Months Ended
	Jun. 30, 2016segment	Mar. 31, 2017USD ($)
Number of reportable segments | segment	5
Accounting Standards Update 2017-05
Investment ownership percentage		40.00%
Retained equity investment at estimated fair value | $		$ 107

Real Estate Property Investme46

Real Estate Property Investments (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2017
Real estate acquisitions
Consideration, Cash Paid/Debt Settled	$ 94,271
Consideration, Liabilities assumed	1,200
Assets Acquired, Real Estate	88,471	$ 0
Assets Acquired, Net Intangibles	7,000
SH NNN
Real estate acquisitions
Consideration, Cash Paid/Debt Settled	76,362
Consideration, Liabilities assumed	1,200
Assets Acquired, Real Estate	71,875
Assets Acquired, Net Intangibles	5,687
Other Non-reportable segments
Real estate acquisitions
Consideration, Cash Paid/Debt Settled	17,909
Assets Acquired, Real Estate	16,596
Assets Acquired, Net Intangibles	$ 1,313

Discontinued Operations and D47

Discontinued Operations and Dispositions of Real Estate - QCP (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2016USD ($)	Oct. 31, 2016property
Costs and expenses:
Depreciation and amortization	$ (1,467)
Income taxes expense	(49,334)
QCP | Discontinued Operations, Held-for-sale
Revenue:
Rental and related revenues	6,814
Tenant recoveries	362
Income from direct financing leases	113,058
Total revenues	120,234
Costs and expenses:
Depreciation and amortization	(1,467)
Operating	(998)
General and administrative	(48)
Other income (expense), net	21
Income before income taxes	117,742
Income taxes expense	(49,334)
Net income from discontinued operations	$ 68,408
QCP | Spinoff
Dispositions of Real Estate
Number of properties | property		338

Discontinued Operations and D48

Discontinued Operations and Dispositions of Real Estate - HCR ManorCare, Inc. (Details)	1 Months Ended			3 Months Ended		6 Months Ended	12 Months Ended
	Apr. 30, 2017USD ($)	Jan. 31, 2017USD ($)facility	Dec. 31, 2015	Mar. 31, 2017USD ($)propertyfacility	Mar. 31, 2016USD ($)	Jun. 30, 2016USD ($)	Dec. 31, 2011USD ($)	Dec. 31, 2016USD ($)propertyfacility
Dispositions of Real Estate
DFL income				$ 13,712,000	$ 14,910,000
Real estate and other related assets, net								$ 809,000,000
Gain on sales of real estate, net				317,258,000
California
Dispositions of Real Estate
Total consideration for disposition of real estate	$ 27,000,000
Maximum
Dispositions of Real Estate
Federal and state built-in gain tax from assets sold							$ 2,000,000,000
HCRMC
Dispositions of Real Estate
DFL income						$ 113,000,000
DFL accretion				$ 0
Federal and state built-in gain tax from assets sold, term							10 years
Intended To Hold The Assets, Term							10 years
Federal built-in gain tax from assets sold, federal term			5 years
State built-in gain from assets sold					$ 49,000,000
SH NNN
Dispositions of Real Estate
Number of properties classified as held for sale | property				64				64
Life science
Dispositions of Real Estate
Number of properties classified as held for sale | facility								4
Number of properties disposed | facility		4
Total consideration for disposition of real estate		$ 76,000,000
Gain on sales of real estate, net		45,000,000
SHOP
Dispositions of Real Estate
Number of properties classified as held for sale | facility								1
Brookdale Senior Living | SH NNN
Dispositions of Real Estate
Number of properties disposed | facility				64
Total consideration for disposition of real estate				$ 1,125,000,000
Gain on sales of real estate, net				$ 170,000,000
HCP/CPA/Brookdale JV
Dispositions of Real Estate
Debt provided		602,000,000
Debt provided by third-party		360,000,000
Debt provided by entity		242,000,000
Proceeds from issuance of debt, net		480,000,000
Proceeds from note receivable		242,000,000
RIDEA II | HCP/CPA/Brookdale JV
Dispositions of Real Estate
Gain on sales of real estate, net		$ 99,000,000
Investment ownership percentage		40.00%

Net Investment in Direct Fina49

Net Investment in Direct Financing Leases (Details) $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended
	Mar. 31, 2017USD ($)propertyitem	Mar. 31, 2017USD ($)propertyitem	Mar. 31, 2016USD ($)	Jun. 30, 2016USD ($)	Dec. 31, 2016USD ($)property
Net Investment in Direct Financing Leases
Minimum lease payments receivable	$ 1,095,233	$ 1,095,233			$ 1,108,237
Estimated residual values	500,368	500,368			539,656
Less unearned income	(883,061)	(883,061)			(895,304)
Net investment in direct financing leases	$ 712,540	$ 712,540			$ 752,589
Properties subject to direct financing leases | property	29	29			30
Percentage of DFL Portfolio	100.00%	100.00%
DFL income		$ 13,712	$ 14,910
HCRMC
Net Investment in Direct Financing Leases
DFL income				$ 113,000
DFL Watchlist Portfolio
Net Investment in Direct Financing Leases
DFL income		3,000
Cash payments received		4,000
Performing Loans
Net Investment in Direct Financing Leases
Net investment in direct financing leases	$ 352,954	352,954
Watch List Loans
Net Investment in Direct Financing Leases
Net investment in direct financing leases	359,586	359,586
SH NNN
Net Investment in Direct Financing Leases
Net investment in direct financing leases	$ 627,936	$ 627,936
Percentage of DFL Portfolio	88.00%	88.00%
SH NNN | DFL Watchlist Portfolio
Net Investment in Direct Financing Leases
Net investment in direct financing leases	$ 360,000	$ 360,000			$ 361,000
Properties subject to direct financing leases | item	14	14
SH NNN | Performing Loans
Net Investment in Direct Financing Leases
Net investment in direct financing leases	$ 268,350	$ 268,350
SH NNN | Watch List Loans
Net Investment in Direct Financing Leases
Net investment in direct financing leases	359,586	359,586
Other Non-reportable segments
Net Investment in Direct Financing Leases
Net investment in direct financing leases	$ 84,604	$ 84,604
Percentage of DFL Portfolio	12.00%	12.00%
Other Non-reportable segments | Performing Loans
Net Investment in Direct Financing Leases
Net investment in direct financing leases	$ 84,604	$ 84,604
Florida
Net Investment in Direct Financing Leases
Proceeds from sale of leased assets	$ 43,000

Loans Receivable (Details)

Loans Receivable (Details) $ in Thousands, £ in Millions	3 Months Ended
	Mar. 31, 2017GBP (£)	Mar. 31, 2017USD ($)	Mar. 31, 2017USD ($)	Dec. 31, 2016GBP (£)	Dec. 31, 2016USD ($)
Loans Receivable:
Mezzanine			$ 625,116		$ 615,188
Mezzanine	£ 280		350,000	£ 282	348,000
Loans receivable, other			166,595		195,946
Maria Mallaband Loans			145,000
Maria Mallaband Loans | £	116
Unamortized premiums (discounts), fees and costs			(3,225)		(3,180)
Unamortized premiums (discounts), fees and costs | £	2			£ 2
Loans receivable, net			$ 788,486		807,954
Remaining commitments to fund development projects	£ 29	$ 36,000
Percentage of Loan Portfolio	100.00%		100.00%
Performing Loans
Loans Receivable:
Loans receivable, net			$ 531,913
Watch List Loans
Loans Receivable:
Loans receivable, net			256,573
Real Estate Secured
Loans Receivable:
Loans receivable, other			166,595		195,946
Unamortized premiums (discounts), fees and costs					413
Loans receivable, net			$ 166,595		196,359
Percentage of Loan Portfolio	21.00%		21.00%
Real Estate Secured | Performing Loans
Loans Receivable:
Loans receivable, net			$ 166,595
Other Secured
Loans Receivable:
Mezzanine			625,116		615,188
Unamortized premiums (discounts), fees and costs			(3,225)		(3,593)
Loans receivable, net			$ 621,891		611,595
Percentage of Loan Portfolio	79.00%		79.00%
Other Secured | Performing Loans
Loans Receivable:
Loans receivable, net			$ 365,318
Other Secured | Watch List Loans
Loans Receivable:
Loans receivable, net			256,573
HC-One Facility
Loans Receivable:
Unamortized premiums (discounts), fees and costs			$ 2,000		$ 3,000

Loans Receivable - Other Secure

Loans Receivable - Other Secured Loans (Details) £ in Millions	3 Months Ended
	Mar. 31, 2017GBP (£)	Mar. 31, 2017USD ($)	Mar. 31, 2016USD ($)	Dec. 31, 2016USD ($)	May 31, 2015USD ($)	Jun. 30, 2013USD ($)	Jul. 31, 2012USD ($)
Loans Receivable:
Loans receivable, other		$ 166,595,000		$ 195,946,000
Tandem Mezzanine Loan
Loans Receivable:
Loans receivable, other		257,000,000
Cash payments received from borrower		$ 7,000,000	$ 7,000,000
Loan receivable, blended annual rate (as a percent)		11.50%
Loan receivable, default rate (as a percent)		$ 16.5
Loans receivable, additional interest upaid	5.00%	5.00%
Loan receivable subordinated to senior mortgage debt		$ 372,000,000
Tandem Mezzanine Loan | Maximum
Loans Receivable:
Loans receivable, other							$ 205,000,000
Tandem Health Care Loan - First Tranche
Loans Receivable:
Loans receivable, other						$ 100,000,000
Loan receivable, interest rate payable (as a percent)		12.00%
Tandem Health Care Loan - Second Tranche
Loans Receivable:
Loans receivable, other						$ 102,000,000
Loan receivable, interest rate payable (as a percent)		14.00%
Tandem Health Care Loan Third Tranche
Loans Receivable:
Loans receivable, other					$ 50,000,000
Loan receivable, interest rate payable (as a percent)		6.00%
Tandem Health Care Loan Fourth Tranche
Loans Receivable:
Loans receivable, other					$ 5,000,000
Loan receivable, interest rate payable (as a percent)		6.00%
Four Seasons
Loans Receivable:
Payment to purchase senior secured term loan	£ 29	$ 35,000,000

Investments in and Advances t52

Investments in and Advances to Unconsolidated Joint Ventures - Equity Method Investments (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2017USD ($)item	Dec. 31, 2016USD ($)
Company owned interests in entities, accounted under equity method:
Investments in and advances to unconsolidated joint ventures	$ 827,202	$ 571,491
CCRC JV | SHOP
Company owned interests in entities, accounted under equity method:
Number of unconsolidated joint ventures | item	2
CCRC JV | SHOP
Company owned interests in entities, accounted under equity method:
Investments in and advances to unconsolidated joint ventures	$ 434,649	439,449
Investment ownership percentage	49.00%
RIDEA II | SHOP
Company owned interests in entities, accounted under equity method:
Investments in and advances to unconsolidated joint ventures	$ 263,180
Investment ownership percentage	40.00%
MBK JV | SHOP
Company owned interests in entities, accounted under equity method:
Investments in and advances to unconsolidated joint ventures	$ 39,088	38,909
Investment ownership percentage	50.00%
MBK Development JV | SHOP
Company owned interests in entities, accounted under equity method:
Investments in and advances to unconsolidated joint ventures	$ 2,464	2,463
Investment ownership percentage	50.00%
MBK JV and MBK Development JV | SHOP
Company owned interests in entities, accounted under equity method:
Number of unconsolidated joint ventures | item	2
HCP Ventures IV, LLC | Medical office
Company owned interests in entities, accounted under equity method:
Investments in and advances to unconsolidated joint ventures	$ 7,338	7,277
Investment ownership percentage	20.00%
HCP Life Science | Life science
Company owned interests in entities, accounted under equity method:
Investments in and advances to unconsolidated joint ventures	$ 65,490	67,879
Number of unconsolidated joint ventures | item	3
HCP Life Science | Life science | Minimum
Company owned interests in entities, accounted under equity method:
Investment ownership percentage	50.00%
HCP Life Science | Life science | Maximum
Company owned interests in entities, accounted under equity method:
Investment ownership percentage	63.00%
Torrey Pines Science Center, LP | Life science
Company owned interests in entities, accounted under equity method:
Investment ownership percentage	50.00%
Britannia Biotech Gateway, LP | Life science
Company owned interests in entities, accounted under equity method:
Investment ownership percentage	55.00%
LASDK, LP | Life science
Company owned interests in entities, accounted under equity method:
Investment ownership percentage	63.00%
Vintage Park Development JV | SHOP
Company owned interests in entities, accounted under equity method:
Investments in and advances to unconsolidated joint ventures	$ 6,953	7,486
Investment ownership percentage	85.00%
Suburban Properties, LLC | Medical office
Company owned interests in entities, accounted under equity method:
Investments in and advances to unconsolidated joint ventures	$ 4,618	4,628
Investment ownership percentage	67.00%
K&Y
Company owned interests in entities, accounted under equity method:
Number of unconsolidated joint ventures | item	3
K&Y | Other Non-reportable segments
Company owned interests in entities, accounted under equity method:
Investments in and advances to unconsolidated joint ventures	$ 1,380	1,342
Investment ownership percentage	80.00%
Advances to unconsolidated joint ventures, net
Company owned interests in entities, accounted under equity method:
Investments in and advances to unconsolidated joint ventures	$ 2,042	$ 2,058

Intangibles Lease Assets (Detai

Intangibles Lease Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Intangibles
Gross intangible lease assets	$ 841,905	$ 911,697
Accumulated depreciation and amortization	(409,796)	(431,892)
Intangible assets, net	$ 432,109	$ 479,805

Intangibles Lease Liabilities (

Intangibles Lease Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Intangibles
Gross intangible lease liabilities	$ 151,890	$ 163,924
Accumulated depreciation and amortization	(97,418)	(105,779)
Net intangible lease liabilities	$ 54,472	$ 58,145

Other Assets (Details)

Other Assets (Details) $ in Thousands, £ in Millions	3 Months Ended
	Mar. 31, 2017GBP (£)	Mar. 31, 2017USD ($)	Mar. 31, 2017USD ($)	Dec. 31, 2016USD ($)
Other assets
Straight-line rent receivables, net of allowance			$ 316,125	$ 311,776
Allowance on straight-line rent receivables			25,173	25,059
Marketable debt securities, net			18,330	68,630
Leasing costs and inducements, net			87,553	156,820
Goodwill			47,019	42,386
Other			136,380	132,012
Total other assets			605,407	$ 711,624
Four Seasons
Other assets
Market debt security, carrying value	£ 41		50,000
Marketable debt security, par value	138.5		$ 101,000
Marketable debt security, par value, discounted | £	83
Four Seasons | Other Income
Other assets
Gain on sale	£ 42	$ 51,000

Debt - Bank Line of Credit and

Debt - Bank Line of Credit and Term Loans (Details) $ in Thousands, £ in Millions	Jan. 12, 2012	Apr. 30, 2017GBP (£)	Mar. 31, 2017USD ($)	Mar. 31, 2017GBP (£)	Mar. 31, 2017USD ($)	Dec. 31, 2016USD ($)	Jan. 12, 2015GBP (£)	Jun. 30, 2012GBP (£)
Debt Instrument
Debt instrument, variable rate basis			30
Net repayment under bank line of credit			$ 375,812
Bank line of credit					$ 492,421	$ 899,718
Debt					8,050,189
Senior unsecured notes					$ 7,136,336	$ 7,133,538
Line of Credit and Term Loan
Debt Instrument
Debt instrument, covenant debt to assets (as a percent)				60.00%	60.00%
Debt instrument, covenant secured debt to assets (as a percent)				30.00%	30.00%
Debt instrument, covenant unsecured debt to unencumbered assets (as a percent)				60.00%	60.00%
Debt instrument, covenant minimum fixed charge coverage ratio				1.5	1.5
Debt instrument, covenant net worth					$ 6,500,000
Bank Line of Credit
Debt Instrument
Line of credit facility, maximum borrowing capacity					2,000,000
Debt instrument, variable rate basis			LIBOR
Length of debt instrument extension period			1 year
Debt instrument, basis spread on variable rate (as a percent)			1.05%
Debt instrument, facility fee (as a percent)			0.20%
Line of credit facility additional aggregate amount, maximum			$ 500,000
Net repayment under bank line of credit		£ 105	$ 440,000
Line of Credit Portion Denominated in Foreign Currency				£ 394	$ 492,000
Weighted-average interest rate (as a percent)				1.65%	1.65%
Debt					$ 492,421
2012 Term Loan
Debt Instrument
Debt | £								£ 137
2015 Term Loan
Debt Instrument
Length of debt instrument extension period	1 year
Debt instrument, basis spread on variable rate (as a percent)	1.15%
Derivative, fixed interest rate (as a percent)				1.966%	1.966%
Term of the interest rate swap agreement	3 years
Maturity period of debt instruments	4 years
Senior unsecured notes					$ 275,000		£ 220

Debt - Senior Unsecured Notes (

Debt - Senior Unsecured Notes (Details) - USD ($) $ in Thousands	Nov. 30, 2016	Sep. 15, 2016	Feb. 01, 2016	Mar. 31, 2017	Dec. 31, 2016
Debt Instrument
Total debt before discount, net				$ 8,109,126
Senior unsecured notes				7,136,336	$ 7,133,538
Unsecured Debt.
Debt Instrument
Total debt before discount, net				7,200,000
Senior unsecured notes				$ 0	$ 0
Senior Unsecured Debt 3.75 Percent Incepted February 1 2016
Debt Instrument
Debt Instrument, Interest Rate, Stated Percentage (as a percent)			3.75%
Repayment of senior unsecured notes			$ 500,000
Senior Unsecured Debt 6.30 Percent Incepted September 15 2016
Debt Instrument
Debt Instrument, Interest Rate, Stated Percentage (as a percent)		6.30%
Repayment of senior unsecured notes		$ 400,000
Senior Unsecured Debt 6.000 Percent Incepted November 30 2016
Debt Instrument
Debt Instrument, Interest Rate, Stated Percentage (as a percent)	6.00%
Repayment of senior unsecured notes	$ 500,000
Senior Unsecured Debt 6.700 Percent Incepted November 30 2016
Debt Instrument
Debt Instrument, Interest Rate, Stated Percentage (as a percent)	6.70%
Repayment of senior unsecured notes	$ 600,000

Debt - Mortgage Debt (Details)

Debt - Mortgage Debt (Details) $ in Thousands, £ in Millions	May 01, 2017USD ($)	Apr. 30, 2017GBP (£)	Mar. 31, 2017USD ($)	Mar. 31, 2016USD ($)	Mar. 31, 2017GBP (£)propertyitem	Mar. 31, 2017USD ($)propertyitem	Dec. 31, 2016USD ($)property
Debt Instrument
Total debt before discount, net						$ 8,109,126
(Discounts), premiums and debt costs, net						(58,937)
Debt instruments, carrying amount						8,050,189
Other debt						91,263	$ 92,385
Net repayment under bank line of credit			$ 375,812
Repayment of senior unsecured notes			478,314	$ 36,918
Debt maturing in 2017
Debt Instrument
2,017						252,604
Debt maturing in 2018
Debt Instrument
2,018						496,062
Debt maturing in 2019
Debt Instrument
2,019						728,795
Debt maturing in 2020
Debt Instrument
2,020						803,907
Debt maturing in 2021
Debt Instrument
2,021						1,211,277
Thereafter
Debt Instrument
Thereafter						4,616,481
Bank Line of Credit
Debt Instrument
Total debt before discount, net						492,421
Debt instruments, carrying amount						492,421
Line of credit, portion denominated in GBP					£ 394	$ 492,000
Weighted-average interest rate (as a percent)					1.65%	1.65%
Net repayment under bank line of credit		£ 105	$ 440,000
Bank Line of Credit | Debt maturing in 2018
Debt Instrument
2,018						$ 492,421
Term loans
Debt Instrument
Total debt before discount, net						274,956
(Discounts), premiums and debt costs, net						(853)
Debt instruments, carrying amount						274,103
Term loans, portion denominated in GBP | £					£ 220
Term loans | Debt maturing in 2019
Debt Instrument
2,019						274,956
Unsecured Debt.
Debt Instrument
Total debt before discount, net						7,200,000
(Discounts), premiums and debt costs, net						(63,664)
Debt instruments, carrying amount						$ 7,136,336
Weighted-average interest rate (as a percent)					4.34%	4.34%
Weighted-average maturity			6 years
Unsecured Debt. | Minimum
Debt Instrument
Debt Instrument, Interest Rate, Stated Percentage (as a percent)					2.79%	2.79%
Unsecured Debt. | Maximum
Debt Instrument
Debt Instrument, Interest Rate, Stated Percentage (as a percent)					6.88%	6.88%
Unsecured Debt. | Debt maturing in 2017
Debt Instrument
2,017						$ 250,000
Unsecured Debt. | Debt maturing in 2019
Debt Instrument
2,019						450,000
Unsecured Debt. | Debt maturing in 2020
Debt Instrument
2,020						800,000
Unsecured Debt. | Debt maturing in 2021
Debt Instrument
2,021						1,200,000
Unsecured Debt. | Thereafter
Debt Instrument
Thereafter						$ 4,500,000
Mortgage Debt
Debt Instrument
Number of healthcare facilities used to secure debt | item					17	17
Debt instrument, collateral, healthcare facilities carrying value						$ 311,000
Cash distribution			$ 472,000
Total debt before discount, net						141,749
(Discounts), premiums and debt costs, net						5,580
Debt instruments, carrying amount						$ 147,329
Weighted-average interest rate (as a percent)					4.24%	4.24%
Weighted-average maturity			20 years
Mortgage Debt | Minimum
Debt Instrument
Debt Instrument, Interest Rate, Stated Percentage (as a percent)					2.99%	2.99%
Mortgage Debt | Maximum
Debt Instrument
Debt Instrument, Interest Rate, Stated Percentage (as a percent)					7.51%	7.51%
Mortgage Debt | Debt maturing in 2017
Debt Instrument
2,017						$ 2,604
Mortgage Debt | Debt maturing in 2018
Debt Instrument
2,018						3,641
Mortgage Debt | Debt maturing in 2019
Debt Instrument
2,019						3,839
Mortgage Debt | Debt maturing in 2020
Debt Instrument
2,020						3,907
Mortgage Debt | Debt maturing in 2021
Debt Instrument
2,021						11,277
Mortgage Debt | Thereafter
Debt Instrument
Thereafter						116,481
Life Care Bonds and Demand Notes
Debt Instrument
Other debt						$ 91,000
SH NNN
Debt Instrument
Number of properties classified as held for sale | property					64	64	64
Subsequent event | Unsecured Debt.
Debt Instrument
Repayment of senior unsecured notes	$ 250,000

Commitments and Contingencies (

Commitments and Contingencies (Details) £ in Millions	1 Months Ended		3 Months Ended
	Oct. 31, 2017	Oct. 31, 2016USD ($)	Mar. 31, 2017USD ($)	Feb. 28, 2017GBP (£)	Dec. 31, 2016USD ($)
Commitments and Contingencies
Loan amount outstanding			$ 492,421,000		$ 899,718,000
QCP | Unsecured Revolving Credit Facility
Commitments and Contingencies
Permanent decrease in commitments for each month equal to retained cash flow (as a percent)			50.00%
Debt Instrument, Term	1 year
Debt instrument, facility fee (as a percent)		0.50%
Loan amount outstanding		$ 0		£ 36
QCP | LIBOR | Unsecured Revolving Credit Facility
Commitments and Contingencies
Debt instrument , floor rate (as a percent)		1.00%
Debt instrument, basis spread on variable rate (as a percent)		6.25%

Equity (Details)

Equity (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Accumulated Other Comprehensive Loss
Cumulative foreign currency translation adjustment	$ (21,827)	$ (22,817)
Unrealized losses on cash flow hedges, net	(3,731)	(3,642)
Supplemental Executive Retirement Plan minimum liability	(3,055)	(3,129)
Unrealized gains (losses) on available for sale securities	(45)	(54)
Total accumulated other comprehensive loss	$ (28,658)	$ (29,642)

Segment Disclosures - Summary I

Segment Disclosures - Summary Information for the Reportable Segments (Details) - USD ($)	1 Months Ended	3 Months Ended		12 Months Ended
	Jan. 31, 2017	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Segment reporting information, revenues
Rental Revenues		$ 473,837,000	$ 502,428,000
HCP's share of earnings		3,269,000	(908,000)
Operating expenses		(159,081,000)	(175,957,000)
Segment NOI		333,908,000	338,830,000
Adjustments to NOI		(568,000)	(2,450,000)
Adjusted NOI		333,340,000	336,380,000
Addback adjustments		568,000	2,450,000
Interest income		18,331,000	18,029,000
Interest expense		(86,718,000)	(122,062,000)
Depreciation and amortization		(136,554,000)	(139,855,000)
General and administrative		(22,478,000)	(25,451,000)
Acquisition and pursuit costs		(1,057,000)	(2,475,000)
Gain on sales of real estate, net		317,258,000
Other income, net		51,208,000	1,292,000
Income tax expense		6,162,000	(3,704,000)
Less: HCP share of unconsolidated joint venture NOI		(19,152,000)	(12,359,000)
Equity income in unconsolidated JVs		3,269,000	(908,000)
Discontinued operations			68,408,000
Net income		464,177,000	119,745,000
Corporate and other assets
Segment reporting information, revenues
Interest expense		(79,265,000)	(105,411,000)
General and administrative		(22,478,000)	(25,451,000)
Acquisition and pursuit costs		(1,057,000)	(2,475,000)
Other income, net		51,208,000	1,292,000
Income tax expense		6,162,000	(3,704,000)
Discontinued operations			68,408,000
Net income		(45,430,000)	(67,341,000)
Intersegment Eliminations
Segment reporting information, revenues
Operating expenses		(60,059,000)	(42,614,000)
Parent Company
Segment reporting information, revenues
HCP's share of earnings		79,211,000	54,973,000
SH NNN
Segment reporting information, revenues
Intersegment sales or transfers		1		$ 17
SH NNN | Operating segment
Segment reporting information, revenues
Rental Revenues		100,034,000	106,889,000
Operating expenses		(1,111,000)	(2,074,000)
Segment NOI		98,923,000	104,815,000
Adjustments to NOI		(1,839,000)	(5,443,000)
Adjusted NOI		97,084,000	99,372,000
Addback adjustments		1,839,000	5,443,000
Interest expense		(627,000)	(4,166,000)
Depreciation and amortization		(26,411,000)	(33,506,000)
Gain on sales of real estate, net		268,464,000
Net income		340,349,000	67,143,000
SHOP | Operating segment
Segment reporting information, revenues
Rental Revenues		140,228,000	165,763,000
Operating expenses		(94,539,000)	(114,003,000)
Segment NOI		62,526,000	61,949,000
Adjustments to NOI		3,508,000	5,032,000
Adjusted NOI		66,034,000	66,981,000
Addback adjustments		(3,508,000)	(5,032,000)
Interest expense		(4,596,000)	(7,855,000)
Depreciation and amortization		(26,358,000)	(26,297,000)
Gain on sales of real estate, net		366,000
Less: HCP share of unconsolidated joint venture NOI		(16,837,000)	(10,189,000)
Equity income in unconsolidated JVs		1,993,000	(2,478,000)
Net income		17,094,000	15,130,000
SHOP | Intersegment Eliminations
Segment reporting information, revenues
Operating expenses		(59,527,000)	(42,088,000)
SHOP | Parent Company | Operating segment
Segment reporting information, revenues
HCP's share of earnings		76,364,000	52,277,000
Life science
Segment reporting information, revenues
Gain on sales of real estate, net	$ 45,000,000
Life science | Operating segment
Segment reporting information, revenues
Rental Revenues		85,321,000	88,948,000
Operating expenses		(17,319,000)	(16,743,000)
Segment NOI		69,571,000	73,641,000
Adjustments to NOI		(256,000)	(673,000)
Adjusted NOI		69,315,000	72,968,000
Addback adjustments		256,000	673,000
Interest expense		(104,000)	(638,000)
Depreciation and amortization		(33,791,000)	(33,596,000)
Gain on sales of real estate, net		44,633,000
Less: HCP share of unconsolidated joint venture NOI		(1,569,000)	(1,436,000)
Equity income in unconsolidated JVs		770,000	709,000
Net income		79,510,000	38,680,000
Life science | Intersegment Eliminations
Segment reporting information, revenues
Operating expenses		(371,000)	(374,000)
Life science | Parent Company | Operating segment
Segment reporting information, revenues
HCP's share of earnings		1,940,000	1,810,000
Medical office | Operating segment
Segment reporting information, revenues
Rental Revenues		118,371,000	108,023,000
Operating expenses		(44,864,000)	(41,949,000)
Segment NOI		73,854,000	66,404,000
Adjustments to NOI		(969,000)	(795,000)
Adjusted NOI		72,885,000	65,609,000
Addback adjustments		969,000	795,000
Interest expense		(129,000)	(1,665,000)
Depreciation and amortization		(42,729,000)	(38,719,000)
Less: HCP share of unconsolidated joint venture NOI		(347,000)	(330,000)
Equity income in unconsolidated JVs		269,000	658,000
Net income		30,918,000	26,348,000
Medical office | Intersegment Eliminations
Segment reporting information, revenues
Operating expenses		(142,000)	(149,000)
Medical office | Parent Company | Operating segment
Segment reporting information, revenues
HCP's share of earnings		489,000	479,000
Other Non-reportable segments | Operating segment
Segment reporting information, revenues
Rental Revenues		29,883,000	32,805,000
Operating expenses		(1,248,000)	(1,188,000)
Segment NOI		29,034,000	32,021,000
Adjustments to NOI		(1,012,000)	(571,000)
Adjusted NOI		28,022,000	31,450,000
Addback adjustments		1,012,000	571,000
Interest income		18,331,000	18,029,000
Interest expense		(1,997,000)	(2,327,000)
Depreciation and amortization		(7,265,000)	(7,737,000)
Gain on sales of real estate, net		3,795,000
Less: HCP share of unconsolidated joint venture NOI		(399,000)	(404,000)
Equity income in unconsolidated JVs		237,000	203,000
Net income		41,736,000	39,785,000
Other Non-reportable segments | Intersegment Eliminations
Segment reporting information, revenues
Operating expenses		(19,000)	(3,000)
Other Non-reportable segments | Parent Company | Operating segment
Segment reporting information, revenues
HCP's share of earnings		$ 418,000	$ 407,000

Segment Disclosures - Revenues

Segment Disclosures - Revenues and Assets by Segment (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Segment Disclosure
Total revenues	$ 492,168	$ 520,457
Operating segment
Segment Disclosure
Total revenues	492,168	520,457
Operating segment | SH NNN
Segment Disclosure
Total revenues	100,034	106,889
Operating segment | SHOP
Segment Disclosure
Total revenues	140,228	165,763
Operating segment | Life science
Segment Disclosure
Total revenues	85,321	88,948
Operating segment | Medical office
Segment Disclosure
Total revenues	118,371	108,023
Operating segment | Other Non-reportable segments
Segment Disclosure
Total revenues	$ 48,214	$ 50,834

Earnings Per Common Share (Deta

Earnings Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Numerator - Basic
Net income from continuing operations	$ 464,177	$ 51,337
Noncontrolling interests' share in earnings	(3,032)	(3,626)
Net income attributable to HCP, Inc.	461,145	47,711
Participating securities' share in earnings	(770)	(357)
Income from continuing operations applicable to common shares	460,375	47,354
Discontinued operations		68,408
Net income applicable to common shares	460,375	115,762
Numerator - Dilutive
Net income applicable to common shares	460,375	115,762
Add: distributions on dilutive convertible units	2,803
Dilutive net income available to common shares	$ 463,178	$ 115,762
Denominator
Basic weighted average common shares	468,299	466,074
Diluted weighted average common shares	475,173	466,262
Basic earnings per common share:
Continuing operations (in dollars per share)	$ 0.98	$ 0.10
Discontinued operations (in dollars per share)		0.15
Net income applicable to common shares (in dollars per share)	0.98	0.25
Diluted earnings per common share
Continuing operations (in dollars per share)	0.97	0.10
Discontinued operations (in dollars per share)		0.15
Net income applicable to common shares (in dollars per share)	$ 0.97	$ 0.25
Common Stock Options
Diluted earnings per common share
Shares of anti-dilutive securities excluded from earnings per share calculation	1,000
Equity awards
Denominator
Dilutive potential common shares	229	188
Down REIT
Denominator
Dilutive potential common shares	6,645
Diluted earnings per common share
Shares of anti-dilutive securities excluded from earnings per share calculation		6,000
DownREIT LLCs, non-managing member units outstanding		4,000

Supplemental Cash Flow Inform64

Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Supplemental cash flow information:
Interest paid, net of capitalized interest	$ 108,232	$ 171,422
Income taxes paid	1,105	1,213
Capitalized interest	3,090	3,128
Supplemental schedule of non-cash investing and financing activities:
Accrued construction costs	51,498	56,972
Non-cash acquisitions and dispositions settled with receivables and restricted cash held in connection with Section 1031 transactions	39,991	91,605
Tenant funded tenant improvements owned by HCP	3,120	9,178
Vesting of restricted stock units	293	248
Conversion of non-managing member units into common stock	1,548	4,136
Mortgages and other liabilities assumed with real estate acquisitions		1,200
Unrealized gains (losses) on available-for-sale securities and derivatives designated as cash flow hedges, net	$ (45)	$ (705)

Variable Interest Entities (Det

Variable Interest Entities (Details) $ in Thousands, £ in Millions	3 Months Ended
	Mar. 31, 2017GBP (£)propertyloanfacilityitem	Mar. 31, 2017USD ($)propertyloanitem	Dec. 31, 2016USD ($)	Aug. 29, 2014
Company's involvement with VIEs:
Mezzanine		$ 625,116	$ 615,188
Unconsolidated Variable Interest Entities
Company's involvement with VIEs:
Number of unconsolidated joint ventures | item	4
Number of properties leased | property	48	48
Number of VIE borrowers with marketable debt securities | item	1	1
Number of loans to VIE borrowers | loan	2	2
CCRC OpCo
Company's involvement with VIEs:
Joint Venture Ownership Percentage				49.00%
Maximum Loss Exposure		$ 217,655
Vintage Park Development JV
Company's involvement with VIEs:
Ownership percentage (as a percent)	85.00%
Maximum Loss Exposure		$ 6,953
VIE tenants-operating leases
Company's involvement with VIEs:
Number of properties leased | property	48	48
Number of VIE tenants | item	7	7
Maximum Loss Exposure		$ 6,721
VIE tenants-DFLs
Company's involvement with VIEs:
Maximum Loss Exposure		600,348
Loan-senior secured
Company's involvement with VIEs:
Maximum Loss Exposure		131,916
Loan-seller financing
Company's involvement with VIEs:
Maximum Loss Exposure		10,000
Loan-seller financing | SH NNN
Company's involvement with VIEs:
Mezzanine		10,000
Number of properties sold | facility	7
Term of facility	5 years
CMBS and LLC investment
Company's involvement with VIEs:
Maximum Loss Exposure		33,391
MMCG | Bridge Loan
Company's involvement with VIEs:
Loan amount	£ 105	131,000
Period of call-option retained	3 years
RIDEA JV
Company's involvement with VIEs:
Ownership percentage (as a percent)	90.00%
RIDEA II
Company's involvement with VIEs:
Maximum Loss Exposure		$ 257,534
RIDEA III
Company's involvement with VIEs:
Ownership percentage (as a percent)	90.00%
HCP Ventures V
Company's involvement with VIEs:
Ownership percentage (as a percent)	51.00%
Vintage Park Development JV
Company's involvement with VIEs:
Ownership percentage (as a percent)	90.00%
DownREIT Partnerships
Company's involvement with VIEs:
Number of controlling ownership interest entities as a managing member | item	5

Variable Interest Entities - Co

Variable Interest Entities - Consolidated Variable Interest Entities (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016	Mar. 31, 2016
ASSETS
Development costs and construction in progress	$ 430,007	$ 400,619
Land	1,772,174	1,881,487
Accumulated depreciation and amortization	(2,577,248)	(2,648,930)
Net real estate	10,633,704	11,325,830
Investments in and advances to unconsolidated joint ventures	827,202	571,491
Accounts receivable	31,500	45,116
Cash and cash equivalents	764,114	94,730	$ 91,087
Restricted cash	60,806	42,260
Intangible assets, net	432,109	479,805
Other assets, net	605,407	711,624
Total assets	14,855,868	15,759,265
LIABILITIES AND EQUITY
Mortgage debt	147,329	623,792
Intangible liabilities, net	54,472	58,145
Liabilities of assets held for sale, net		3,776
Deferred Revenue	141,561	149,181
Total liabilities	8,682,393	9,817,957
VIEs
ASSETS
Buildings and improvements	2,787,845	3,522,310
Development costs and construction in progress	23,837	31,953
Land	214,963	327,241
Accumulated depreciation and amortization	(535,012)	(676,276)
Net real estate	2,491,633	3,205,228
Investments in and advances to unconsolidated joint ventures	3,108	3,641
Accounts receivable	9,609	19,996
Cash and cash equivalents	37,005	35,844
Restricted cash	42,009	22,624
Intangible assets, net	139,281	169,027
Other assets, net	55,049	69,562
Total assets	2,777,694	3,525,922
LIABILITIES AND EQUITY
Mortgage debt	45,245	520,870
Intangible liabilities, net	8,734	8,994
Liabilities of assets held for sale, net	92,640	120,719
Deferred Revenue	16,077	23,456
Total liabilities	$ 162,696	$ 674,039

Concentration of Credit Risk (D

Concentration of Credit Risk (Details)	3 Months Ended		12 Months Ended
	Mar. 31, 2017propertyitem	Mar. 31, 2016	Dec. 31, 2016propertyfacility
Brookdale Senior Living | Minimum
Concentration of risk
Percentage of EDITDAR payable as base management fee	4.50%
Brookdale Senior Living | Maximum
Concentration of risk
Percentage of EDITDAR payable as base management fee	5.00%
Senior housing | Management and Accounting Services | Brookdale Senior Living
Concentration of risk
Investments in Joint Ventures Senior Housing Facilities Number	59
SH NNN
Concentration of risk
Properties Held for Sale, Number | property	64		64
SHOP
Concentration of risk
Properties Held for Sale, Number | facility			1
SHOP | Management and Accounting Services | Brookdale Senior Living
Concentration of risk
Number of facilities owned by RIDEA joint ventures	65
Management and Accounting Services | Senior housing | Brookdale Senior Living
Concentration of risk
Management agreement renewal term (in years)	5 years
Management and Accounting Services | Senior housing | Brookdale Senior Living | Minimum
Concentration of risk
Management agreement term (in years)	10 years
Management Agreement Number of Renewals	3
Management and Accounting Services | Senior housing | Brookdale Senior Living | Maximum
Concentration of risk
Management agreement term (in years)	15 years
Management Agreement Number of Renewals	4
Total Assets | SHOP | Brookdale Senior Living
Concentration of risk
Concentration risk (as a percent)	13.00%		18.00%
Tenants and Operators | Total Assets | Brookdale Senior Living
Concentration of risk
Concentration risk (as a percent)	11.00%		17.00%
Tenants and Operators | Total Assets | SH NNN | Brookdale Senior Living
Concentration of risk
Concentration risk (as a percent)	42.00%		69.00%
Tenants and Operators | Revenue | Brookdale Senior Living
Concentration of risk
Concentration risk (as a percent)	12.00%	12.00%
Tenants and Operators | Revenue | SH NNN | Brookdale Senior Living
Concentration of risk
Concentration risk (as a percent)	60.00%	58.00%

Fair Value Measurements - Summa

Fair Value Measurements - Summary of the Carrying Amounts and Fair Values of the Financial Instruments (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Summary of financial instruments
Bank line of credit	$ 492,421	$ 899,718
Senior unsecured notes	7,136,336	7,133,538
Mortgage debt	147,329	623,792
Other debt	91,263	92,385
Carrying Value
Summary of financial instruments
Loans receivable, net	788,486	807,954
Marketable debt securities	18,330	68,630
Marketable equity securities	85	76
Bank line of credit	492,421	899,718
Term loans	274,103	440,062
Senior unsecured notes	7,136,336	7,133,538
Mortgage debt	147,329	623,792
Other debt	91,263	92,385
Carrying Value | Warrants
Summary of financial instruments
Derivative assets	39	19
Carrying Value | Interest-rate swap contracts
Summary of financial instruments
Derivative liabilities	4,163	4,857
Carrying Value | Currency Swap | Level 2
Summary of financial instruments
Derivative assets	1,924	2,920
Fair Value | Level 1
Summary of financial instruments
Marketable equity securities	85	76
Senior unsecured notes	7,445,519	7,386,149
Fair Value | Level 2
Summary of financial instruments
Loans receivable, net	787,067	807,505
Marketable debt securities	18,330	68,630
Bank line of credit	492,421	899,718
Term loans	274,103	440,062
Mortgage debt	134,605	609,374
Other debt	91,263	92,385
Fair Value | Warrants | Level 3
Summary of financial instruments
Derivative assets	39	19
Fair Value | Interest-rate swap contracts | Level 2
Summary of financial instruments
Derivative liabilities	4,163	4,857
Fair Value | Currency Swap | Level 2
Summary of financial instruments
Derivative assets	$ 1,924	$ 2,920

Derivative Financial Instrume69

Derivative Financial Instruments (Details) £ in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2017USD ($)	Mar. 31, 2017GBP (£)item	Mar. 31, 2017USD ($)item
Maximum
Derivative
Estimate change in fair value of derivative for assumption of one percentage point change in the interest rate	$ 2,000
Net Investment Hedging | Facility and 2015 Term Loan
Derivative
Borrowings designated as hedge of net investment | £		£ 219,000
Interest rate swap, entered in July 2005, maturity in July 2020 | BMA Swap Index
Derivative
Notional amount			$ 44,300
Fair value of interest rate hedge, liabilities			$ (3,301)
Interest rate swap, entered in July 2005, maturity in July 2020 | Cash flow hedge
Derivative
Number of interest-rate swap contracts | item		3	3
Interest rate swap, entered in July 2005, maturity in July 2020 | Cash flow hedge | BMA Swap Index
Derivative
Fixed Rate/Buy Amount (as a percent)		3.82%	3.82%
Interest rate swap, entered in January 2015, maturity in October 2017 | GBP LIBOR
Derivative
Notional amount | £		£ 220,000
Fair value of interest rate hedge, liabilities			$ (862)
Interest rate swap, entered in January 2015, maturity in October 2017 | Cash flow hedge
Derivative
Exchange rate GBP/USD		1.5149	1.5149
Interest rate swap, entered in January 2015, maturity in October 2017 | Cash flow hedge | GBP LIBOR
Derivative
Fixed Rate/Buy Amount (as a percent)		1.79%	1.79%
Floating/Exchange Rate Index, percentage		0.975%	0.975%
Currency swap, entered in January 2015, maturity in October 2017
Derivative
Notional amount | £		£ 7,500
Fair value of foreign currency hedge, assets			$ 1,924
Currency swap, entered in January 2015, maturity in October 2017 | Cash flow hedge
Derivative
Buy (sell) amount | £		£ 1,100
Monthly buy (sell) amount			$ 11,300