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Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

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Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is listed on the New York Stock Exchange. It has been our policy to declare quarterly dividends to common stockholders so as to comply with applicable provisions of the Code governing REITs. For the fiscal quarters indicated below are the reported high and low sales prices per share of our common stock on the New York Stock Exchange and the cash dividends paid per common share:

HighLowPer Share Distribution
2014
Fourth Quarter$46.07$39.66$0.545
Third Quarter43.8639.340.545
Second Quarter42.8238.490.545
First Quarter39.5935.950.545
2013
Fourth Quarter43.2935.500.525
Third Quarter47.4538.930.525
Second Quarter56.0641.500.525
First Quarter49.9145.220.525

At January 30, 2015, we had approximately 10,259 stockholders of record, and there were approximately 312,913 beneficial holders of our common stock.

Dividends (Distributions)

Distributions with respect to our common stock can be characterized for federal income tax purposes as taxable ordinary dividends, capital gain dividends, nondividend distributions or a combination thereof. Following is the characterization of our annual common stock distributions per share:

Year Ended December 31,
201420132012
Ordinary dividends$1.9992$1.8127$1.4618
Capital gain dividends0.08900.15160.0495
Nondividend distributions0.09180.13570.4887
$2.1800$2.1000$2.0000

On January 29, 2015, we announced that our Board of Directors declared a quarterly common stock cash dividend of $0.565 per share. The common stock dividend will be paid on February 24, 2015 to stockholders of record as of the close of business on February 9, 2015.

Distributions with respect to our preferred stock can be characterized for federal income tax purposes as taxable ordinary dividends, capital gain dividends, nondividend distributions or a combination thereof. We redeemed all of our outstanding preferred stock on April 23, 2012. Following is the characterization of our annual preferred stock distributions per share:

Series ESeries F
December 31, 2012December 31, 2012
Ordinary dividends$0.4383$0.4292
Capital gain dividends0.01480.0145
$0.4531$0.4437

Issuer Purchases of Equity Securities

The table below sets forth the information with respect to purchases of our common stock made by or on our behalf during the quarter ended December 31, 2014.

Total Number of SharesMaximum Number (or
Purchased asApproximate Dollar Value)
Total NumberPart of Publiclyof Shares that May Yet
of SharesAverage PriceAnnounced Plansbe Purchased Under
Period CoveredPurchased(1)Paid per Shareor Programsthe Plans or Programs
October 1-31, 201419,343$41.10——
November 1-30, 201410643.97——
December 1-31, 20146,75945.06——
Total26,20842.14——
(1)Represents restricted shares withheld under our equity incentive plans to offset tax withholding obligations that occur upon vesting of restricted shares. The value of the shares withheld is based on the closing price of our common stock on the last trading day prior to the date the relevant transaction occurred.

Performance Graph

The graph below compares the cumulative total return of HCP, the S&P 500 Index and the Equity REIT Index of the National Association of Real Estate Investment Trusts, Inc. (“NAREIT”), from January 1, 2010 to December 31, 2014. Total cumulative return is based on a $100 investment in HCP common stock and in each of the indices on January 1, 2010 and assumes quarterly reinvestment of dividends before consideration of income taxes. Stockholder returns over the indicated periods should not be considered indicative of future stock prices or stockholder returns.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN

AMONG S&P 500, EQUITY REITS AND HCP, INC.

RATE OF RETURN TREND COMPARISON

JANUARY 1, 2010–DECEMBER 31, 2014

(JANUARY 1, 2010 = 100)

Performance Graph Total Stockholder Return

P:\10-K\2014\Miscellaneous\Performance Graph FY14 Q4 _ SF.jpg

December 31,
20102011201220132014
FTSE NAREIT Equity REIT Index$127.95$138.55$165.84$170.58$218.38
S&P 500115.08117.47136.24180.33204.96
HCP, Inc.127.60151.10172.56145.56185.79

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