Form 8-K HCP, INC. For: Nov 04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM�8-K

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CURRENT REPORT

Pursuant to Section�13 or 15(d)�of the Securities Exchange Act of 1934

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November 4, 2014

Date of Report (Date of earliest event reported)

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HCP,�Inc.

(Exact name of registrant as specified in its charter)

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1920 Main Street, Suite�1200

Irvine, CA 92614

(Address of principal executive offices) (Zip Code)

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(949) 407-0700

(Registrant�s telephone number, including area code)

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N/A

(Former Name or Former Address, if Changed Since Last Report)

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Check the appropriate box below if the Form�8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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o����������� Written communications pursuant to Rule�425 under the Securities Act (17 CFR 230.425)

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o����������� Soliciting material pursuant to Rule�14a-12 under the Exchange Act (17 CFR 240.14a-12)

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o����������� Pre-commencement communications pursuant to Rule�14d-2(b)�under the Exchange Act (17 CFR 240.14d-2(b))

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o����������� Pre-commencement communications pursuant to Rule�13e-4(c)�under the Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02������������������������������������������ Results of Operations and Financial Condition.

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On November 4, 2014, HCP,�Inc. (�HCP�), a Maryland corporation, issued a press release setting forth its financial results for the three and nine months ended September 30, 2014.� The press release refers to a supplemental report that is also available on HCP�s website, free of charge, at www.hcpi.com.

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The text of the press release and the supplemental report are furnished herewith as Exhibits 99.1 and 99.2, respectively, and are specifically incorporated by reference herein.

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The information set forth in this Item 2.02 of this Current Report on Form�8-K and the related information in Exhibits 99.1 and 99.2 attached hereto are being furnished to, and shall not be deemed filed for purposes of Section�18 of the Securities Exchange Act of 1934, as amended (the �Exchange Act�), or otherwise subject to the liabilities of that section and shall not be incorporated by reference in any filing with, the Securities and Exchange Commission under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference therein.

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Item 9.01������������������������������������������ Financial Statements and Exhibits.

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(d)�������������������������������� Exhibits.� The following exhibits are being furnished herewith:

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SIGNATURES

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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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EXHIBIT�INDEX

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Exhibit 99.1

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HCP REPORTS THIRD QUARTER 2014 RESULTS AND RAISES FULL YEAR EARNINGS GUIDANCE

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HIGHLIGHTS

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--��������������� FFO per share was $0.82; FFO as adjusted per share was $0.75; FAD per share was $0.65; and EPS was $0.54

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--��������������� Achieved year-over-year three- and nine-month Cash NOI SPP growth of 3.2% for each period

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--��������������� Raised full year guidance for FFO to $3.03 � $3.09 per share, FFO as adjusted to $2.98 � $3.04 per share, FAD to $2.52 � $2.58 per share and EPS to $2.04 � $2.10

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--��������������� Closed the previously announced Brookdale Transaction

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--��������������� Completed $834 million of investment transactions, as follows:

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--��������������� $588 million for our 49% interest in the CCRC Joint Venture, as part of the Brookdale Transaction; and

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--��������������� $246 million of other investments

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--��������������� Announced a $630 million (�395 million) debt investment in a UK care home portfolio in November

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--��������������� Completed 937,000 sq. ft. of leasing in our medical office and life science portfolios

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--��������������� Raised $800 million of 3.875% senior unsecured notes due 2024

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--��������������� Named as the Global Leader for the Healthcare Sector by GRESB and named to the CDP S&P 500 Climate Disclosure Leadership Index, the Dow Jones Sustainability Index North America and the FTSE4Good Index

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IRVINE, CA, November�4, 2014 � HCP (the �Company� or �we�) (NYSE: HCP) announced results for the quarter ended September�30, 2014 as follows (in thousands, except per share amounts):

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Operating results detailed above for the quarter ended September�30, 2013 include the benefit of $0.05 per share or $24 million of interest income from the par payoff of our Barchester debt investments.

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FFO, FFO as adjusted and FAD are supplemental non-GAAP financial measures that we believe are useful in evaluating the operating performance of real estate investment trusts. See the �Funds From Operations� and

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�Funds Available for Distribution� sections of this release for additional information regarding these non-GAAP financial measures.

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ENHANCING AND EXPANDING RELATIONSHIP WITH BROOKDALE BY FORMING A CCRC JOINT VENTURE AND AMENDING LEASES (THE �BROOKDALE TRANSACTION�)

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On July�31, 2014, Brookdale Senior Living Inc. (�Brookdale�) completed its acquisition of Emeritus Corporation (�Emeritus�) and became our largest senior housing relationship. On August�29, 2014, the Company and Brookdale closed a multiple-element transaction that has three components:

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As a result of converting the 49 senior housing properties from triple-net leases to a RIDEA structure, we recognized a net gain of $38 million during the quarter consisting of: (i)�$108 million income based on the fair value of the net consideration received (i.e., representing the value of the forfeited above-market contractual rent, partially offset by the value of terminated tenant purchase options); less (ii)�$70 million charge to write-off the remaining leasing costs and straight-line rent receivables related to the former in-place leases.

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�395�MILLION DEBT INVESTMENT IN UK CARE HOME PORTFOLIO

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On November�3, 2014, we committed to be the lead investor in the financing for Formation Capital and Safanad�s pending acquisition of NHP, a company that owns 273 nursing and residential care homes representing over 12,500 beds in the UK. We will provide a loan facility (the �Facility�), secured by substantially all of NHP�s assets, totaling �394.5�million (approximately $630 million), with �362.5�million funded at closing. The Facility has a five-year term and is projected to achieve a blended 8.2% yield-to-maturity. The closing of the acquisition and funding of the Facility are expected to occur later in November�2014, subject to customary closing conditions.

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OTHER INVESTMENT TRANSACTIONS

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During the quarter ended September�30, 2014, we completed and committed $246 million of other investments. We acquired two medical office buildings (�MOBs�) for $150 million, including a 436,000 sq. ft. MOB in Philadelphia, Pennsylvania. The Philadelphia MOB is 98% occupied, anchored by the University of Pennsylvania (AA+ S&P credit rating) and Children�s Hospital of Philadelphia (AA S&P credit rating). We funded $67 million of construction and other capital projects. Additionally, we executed development agreements and commenced construction on a $29 million MOB located on the campus of an HCA hospital in Denver, Colorado.

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In October, we acquired three additional care homes in our UK real estate portfolio for $20 million (�12.2�million), expanding our triple-net portfolio operated by Maria Mallaband to 23 assets.

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Our total year-to-date completed and committed investments are $2.0 billion, including the $630�million debt investment mentioned above.

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MEDICAL OFFICE AND LIFE SCIENCE LEASING HIGHLIGHTS

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During the quarter ended September�30, 2014, we completed 937,000 sq. ft. of leasing in our life science and medical office segments, consisting of 712,000 sq. ft. of renewals and 225,000 sq. ft. of new leases. Significant leasing transactions include:

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������������������ leasing for our life science segment totaled 387,000 square feet, bringing the year-to-date total leasing to over 1 million sq. ft.;

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������������������ renewals executed during the quarter address 50% of 2015 expirations, including a 10-year renewal with Rinat, a subsidiary of Pfizer, for 106,000 sq. ft. in South San Francisco and a blend-and-extend lease with an 83,000 sq. ft. tenant in Torrey Pines, extending the term from 2015 to 2022 with a minimal investment in tenant improvements; and

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������������������ we executed 550,000 square feet of new and renewal leases in our medical office segment.

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At September 30, 2014, life science occupancy reached 93.7%, representing an all-time high for the segment; medical office occupancy increased to 90.8%.

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FINANCING ACTIVITY

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On August�14, 2014, we issued $800 million of 3.875% senior unsecured notes due 2024. The notes were priced at 99.63% of the principal amount with a yield-to-maturity of 3.92%.

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SUSTAINABILITY

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HCP has been named the Global Leader for the Healthcare Sector by the Global Real Estate Sustainability Benchmark (GRESB). This is the third consecutive year that HCP ranked #1 among all survey respondents within its sector. Additionally, HCP was named to the CDP S&P 500 Climate Disclosure Leadership Index for the second consecutive year. Further, HCP was named to the Dow Jones Sustainability Index North America for the second consecutive year and the FTSE4Good Index for the third consecutive year. As of September�30, 2014, we have been awarded 138 ENERGY STAR and 10 LEED certifications. More information about HCP�s sustainability efforts can be found on our website at www.hcpi.com/sustainability.

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DIVIDEND

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On October�30, 2014, our Board of Directors declared a quarterly cash dividend of $0.545 per common share. The dividend will be paid on November�25, 2014 to stockholders of record as of the close of business on November�10, 2014.

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OUTLOOK

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For full year 2014, including the benefit from the committed UK debt investment, we expect: FFO to range between $3.03 and $3.09 per share; FFO as adjusted to range between $2.98 and $3.04 per share; FAD to range between $2.52 and $2.58 per share; and EPS to range between $2.04 and $2.10. These estimates do not reflect the potential impact of future acquisitions. See the �Projected Future Operations� section of this release for additional information regarding these estimates.

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COMPANY INFORMATION

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HCP has scheduled a conference call and webcast for Tuesday, November�4, 2014 at 9:00�a.m. Pacific Time (12:00�p.m. Eastern Time) in order to present the Company�s performance and operating results for the quarter ended September�30, 2014. The conference call is accessible by dialing (877) 363-5049 (U.S.) or (760) 536-8594 (International). The participant passcode is 13434322. The webcast is accessible via the Company�s website at www.hcpi.com. This link can be found on the �Event Calendar� page, which is under the �Investor Relations� tab. Through November�19, 2014, an archive of the webcast will be available on our website, and a telephonic replay can be accessed by calling (855) 859-2056 (U.S.) or (404) 537-3406 (International) and entering passcode 13434322. The Company�s supplemental information package for the current period is included with the earnings release and will also be available on the Company�s website in the �Presentations� section�of the �Investor Relations� tab.

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ABOUT HCP

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HCP,�Inc. is a fully integrated real estate investment trust (REIT) that invests primarily in real estate serving the healthcare industry in the United States. The Company�s portfolio of assets is diversified among five distinct sectors: senior housing, post-acute/skilled nursing, life science, medical office and hospital. A publicly traded company since 1985, HCP: (i)�was the first healthcare REIT selected to the S&P 500 index; (ii)�has increased its dividend per share for 29 consecutive years; (iii)�is the only REIT included in the S&P 500 Dividend Aristocrats index; and (iv)�is a global leader in sustainability as a member of the CDP, Dow Jones and FTSE4Good sustainability leadership indices, as well as the GRESB Global Healthcare Sector Leader. For more information regarding HCP, visit the Company�s website at www.hcpi.com.

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FORWARD-LOOKING STATEMENTS

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�Safe Harbor� Statement under the Private Securities Litigation Reform Act of 1995: The statements contained in this release which are not historical facts are forward-looking statements within the meaning of Section�27A of the Securities Act of 1933, as amended, and Section�21E of the Securities Exchange Act of 1934, as amended. These statements include, among other things, the Company�s expectations with respect to (i)�net income, FFO, FFO as adjusted and FAD applicable to common shares on a diluted basis for the full year of 2014; (ii)�the payment of the quarterly cash dividend; and (iii)�anticipated outcomes relating to the Brookdale Transaction and proposed Facility and their potential benefits. These statements are made as of the date hereof, are not guarantees of future performance and are subject to known and unknown risks, uncertainties, assumptions and other factors�many of which are out of the Company and its management�s control and difficult to forecast�that could cause actual results to differ materially from those set forth in or implied by such forward-looking statements. These risks and uncertainties include but are not limited to: risks relating to the impact of the Brookdale Transaction and Formation Capital and Safanad�s acquisition of NHP on each party�s relationships with its residents, employees and third parties, and the parties� inability to obtain, or delays in obtaining, cost savings and synergies from the respective transactions; other risks relating to Formation Capital and Safanad�s acquisition of NHP, including in respect of the timing and satisfaction of closing conditions, unanticipated difficulties relating to the acquisition, the risk that regulatory approvals required for the acquisition are not obtained or are obtained subject to unanticipated conditions, and litigation relating to the acquisition; risks relating to the proposed Facility, including HCP�s ability to complete or achieve the benefits of the investment on the proposed terms or at all; risks related to HCP�s belief that all present contractual obligations, and the collection and timing of all amounts, owed by HCR ManorCare,�Inc. under its master lease are reasonably assured; changes in global, national and local economic conditions, including a prolonged period of weak economic growth; volatility or uncertainty in the capital markets, including changes in the availability and cost of capital (impacted by changes in interest rates and the value of our common stock), which may adversely impact our ability to consummate transactions or reduce the earnings from potential transactions; the Company�s ability to manage its indebtedness level and changes in the terms of such indebtedness; the effect on healthcare providers of the recently enacted and pending Congressional legislation addressing entitlement programs and related services, including Medicare and Medicaid, which may result in future reductions in reimbursements; the ability of operators, tenants and borrowers to conduct their respective businesses in a manner sufficient to maintain or increase their revenues and to generate sufficient income to make rent and loan payments to the Company and the Company�s ability to recover investments made, if applicable, in their operations; the financial weakness of some operators and tenants, including potential bankruptcies and downturns in their businesses, which results in uncertainties regarding the Company�s ability to continue to realize the full benefit of such operators� and/or tenants� leases; changes in federal, state or local laws and regulations, including those affecting the healthcare industry that affect the Company�s costs of compliance or increase the costs, or otherwise affect the operations of operators, tenants and borrowers; the potential impact of future litigation matters and the possibility of larger than expected litigation costs, adverse results and related developments; competition for tenants and borrowers, including with respect to new leases and mortgages and the renewal or rollover of existing leases; the Company�s ability to negotiate the same or better terms with new tenants or operators if existing leases are not renewed or the Company exercises its right to replace an existing operator or tenant upon default; availability of suitable properties to acquire at favorable prices and the competition for the acquisition and financing of those properties; the financial, legal, regulatory and reputational difficulties of significant operators of the Company�s properties; the risk that the Company may not be able to achieve the benefits of investments within expected time-frames or at all, or within expected cost projections; the ability to obtain financing necessary to consummate acquisitions on favorable terms; risks associated with the Company�s investments in joint ventures and unconsolidated entities, including its lack of sole decision-making authority and its reliance on its joint venture partners� financial condition and continued cooperation; changes in the credit ratings on U.S. government debt securities or default or delay in payment by the U.S. of its obligations; and other risks and uncertainties described from time to time in the Company�s Securities and Exchange Commission filings, including its 2013 Annual Report on Form�10-K. The Company assumes no, and hereby disclaims any, obligation to update any of the foregoing or any other forward-looking statements as a result of new information or new or future developments, except as otherwise required by law.

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CONTACT

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Timothy M. Schoen

Executive Vice President and Chief Financial Officer

949-407-0400

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HCP,�Inc.

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Consolidated Balance Sheets

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In thousands, except share and per share data

(Unaudited)

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HCP,�Inc.

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Consolidated Statements of Income

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In thousands, except per share data

(Unaudited)

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HCP,�Inc.

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Consolidated Statements of Cash Flows

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In thousands

(Unaudited)

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HCP,�Inc.

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Funds From Operations(1)

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In thousands, except per share data

(Unaudited)

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(1)����� We believe Funds From Operations (�FFO�) is an important supplemental measure of operating performance for a REIT. Because the historical cost accounting convention used for real estate assets utilizes straight-line depreciation (except on land), such accounting presentation implies that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen and fallen with market conditions, presentations of operating results for a REIT that uses historical cost accounting for depreciation could be less informative. The term FFO was developed by the REIT industry to address this issue. FFO as defined by the National Association of Real Estate Investment Trusts (�NAREIT�) is net income applicable to common shares (computed in accordance with U.S. generally accepted accounting principles or �GAAP�), excluding gains from dispositions of depreciable real estate or related interests, impairments of, or related to, depreciable real estate, plus real estate and DFL depreciation and amortization, with adjustments for joint ventures. Adjustments for joint ventures are calculated to reflect FFO on the same basis. FFO does not represent cash generated from operating activities determined in accordance with GAAP, is not necessarily indicative of cash available to fund cash needs and should not be considered an alternative to net income. Our computation of FFO may not be comparable to FFO reported by other REITs that do not define the term in accordance with the current NAREIT definition or that have a different interpretation of the current NAREIT definition from ours. FFO as adjusted represents FFO before the impact of impairments (recoveries) of non-depreciable assets, transaction-related items (defined below), severance-related items and preferred stock redemption charges. Management believes that FFO as adjusted is useful to investors, because it allows investors to compare the Company�s results to prior reporting periods without the effect of items that by their nature would not be comparable. This measure is a modification of the NAREIT definition of FFO and should not be used as an alternative to net income or NAREIT FFO.

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(2)��������� For the three and nine months ended September�30, 2014, other depreciation and amortization include: (i)�$4 million and $12 million, respectively, of direct financing lease (�DFL�) depreciation and (ii)�$0.7 million of lease incentive amortization (reduction of straight-line rents) for the consideration given to terminate the 30 purchase options of the 153-property amended lease portfolio in the Brookdale Transaction.

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(3)��������� Transaction-related items include significant direct costs (e.g., pursuit, due diligence and closing) and gains/charges incurred as a result of mergers and acquisitions and lease amendment or termination activities. The nine months ended September�30, 2014, include the benefit of $0.06 per share primarily from the Brookdale Transaction, consisting of:

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(i)�$0.23 per share of net gains (included in rental and related revenues) related to the terminated leases of the HCP owned 49-property portfolio; partially offset by

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(ii)�$0.15 per share charge (offsetting rental and related revenues) to write-off the remaining straight-line rents and intangible other assets related to the terminated leases of the 49-property portfolio; and

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(iii)�$0.02 per share in charges for direct transaction costs related to the Brookdale Transaction and other significant acquisitions (primarily included in general and administrative expenses).

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HCP,�Inc.

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Funds Available for Distribution(1)

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In thousands, except per share data

(Unaudited)

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(1)��������� Funds Available for Distribution (�FAD�) is defined as FFO as adjusted after excluding the impact of the following: (i)�amortization of acquired above/below market lease intangibles, net; (ii)�amortization of deferred compensation expense; (iii)�amortization of deferred financing costs, net; (iv)�straight-line rents; (v)�accretion and depreciation related to DFLs; (vi)�deferred revenues. Also, FAD is computed after: (i)�deducting recurring capital expenditures, including leasing costs and second generation tenant and capital improvements; and (ii)�include lease restructure payments (see note 5) and adjustments to compute our share of FAD from our unconsolidated joint ventures that are similar to those in FFO and those related to CCRC non-refundable entrance fees (see note 6 regarding entrance fees). Other REITs or real estate companies may use different methodologies for calculating FAD, and accordingly, our FAD may not be comparable to those reported by other REITs. Although our FAD computation may not be comparable to that of other REITs, management believes FAD provides a meaningful supplemental measure of our ability to fund our ongoing dividend payments. In addition, management believes that in order to further understand and analyze our liquidity, FAD should be compared with net cash flows from operating activities as presented in our consolidated financial statements prepared in accordance with GAAP. FAD does not represent cash generated from operating activities determined in accordance with GAAP, and FAD should not be considered as an alternative to net income (determined in accordance with GAAP) as an indication of our performance, as an alternative to net cash flows from operating activities (determined in accordance with GAAP), or as a measure of our liquidity.

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(2)��������� Excludes $16.7 million related to the acceleration of deferred compensation for restricted stock units and options that vested upon termination of the Company�s former Chairman, Chief Executive Officer and President on October�2, 2013, which is included in severance-related charges for the three and nine months ended September�30, 2013.

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(3)��������� For the three and nine months ended September�30, 2014, DFL accretion reflects an elimination of $15.6 million and $46.8 million, respectively. For the three and nine months ended September�30, 2013, DFL accretion reflects an elimination of $15.4 million and $46.6 million, respectively. Our ownership interest in HCR ManorCare,�Inc. (�HCR ManorCare�) is accounted for using the equity method, which requires an ongoing elimination of DFL income that is proportional to our ownership in HCR ManorCare. Further, our share of earnings from HCR ManorCare (equity income) increases for the corresponding elimination of related lease expense recognized at the HCR ManorCare level, which we present as a non-cash joint venture FAD adjustment.

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(4)��������� Leasing costs and tenant and capital improvements, net of amounts attributable to noncontrolling interests.

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(5)��������� Over a period of three years, we will receive installment payments valued at $55 million for terminating the leases on the HCP owned 49-property portfolio; we include the installment payments in FAD when the payments are collected.

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(6)��������� Represents the adjustments to recognize our 49% share of non-refundable entrance fees in FAD when the fees are collected by the CCRC JV.

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HCP,�Inc.

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

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Dollars in thousands

(Unaudited)

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