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Item 15. Exhibits, Financial Statement Schedules

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Item 15. Exhibits, Financial Statement Schedules

(a) 1. Financial Statement Schedules

The following Consolidated Financial Statements are included in Part II, Item 8-Financial Statements and Supplementary Data of this Annual Report on Form 10-K.

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets - December 31, 2018 and 2017

Consolidated Statements of Operations - for the years ended December 31, 2018, 2017 and 2016

Consolidated Statements of Comprehensive Income (Loss) - for the years ended December 31, 2018, 2017 and 2016

Consolidated Statements of Equity - for the years ended December 31, 2018, 2017 and 2016

Consolidated Statements of Cash Flows - for the years ended December 31, 2018, 2017 and 2016

Notes to Consolidated Financial Statements

(a) 2. Financial Statement Schedules

The following Consolidated Financial Statements are included in Part II, Item 8-Financial Statements and Supplementary Data of this Annual Report on Form 10-K.

Schedule II: Valuation and Qualifying Accounts

Schedule III: Real Estate and Accumulated Depreciation

(a) 3.Exhibits
ExhibitIncorporated by reference herein
NumberDescriptionFormDate Filed
3.1Articles of Restatement of HCP, dated June 1, 2012, as supplemented by the Articles Supplementary, dated July 31, 2017.Quarterly Report on Form 10-Q (File No. 001-08895)November 2, 2017
3.2Fifth Amended and Restated Bylaws of HCP, as amended through July 27, 2017.Quarterly Report on Form 10-Q (File No. 001-08895)November 2, 2017
4.1Indenture, dated as of September 1, 1993, between HCP and The Bank of New York, as Trustee.Registration Statement on Form S‑3/A (Registration No. 333‑86654)May 21, 2002
4.1.1First Supplemental Indenture dated as of January 24, 2011, to the Indenture, dated as of September 1, 1993, by and between HCP and The Bank of New York Mellon Trust Company, N.A., as Trustee.Current Report on Form 8‑K (File No. 001‑08895)January 24, 2011
4.2Indenture, dated November 19, 2012, between HCP and The Bank of New York Mellon Trust Company, N.A., as trustee.Current Report on Form 8‑K (File No. 001‑ 08895)November 19, 2012
4.2.1First Supplemental Indenture, dated November 19, 2012, between HCP and The Bank of New York Mellon Trust Company, N.A., as trustee.Current Report on Form 8‑K (File No. 001‑08895)November 19, 2012
4.2.2Second Supplemental Indenture, dated November 12, 2013, between HCP and The Bank of New York Mellon Trust Company, N.A., as trustee.Current Report on Form 8‑K (File No. 001‑08895)November 13, 2013
4.2.3Third Supplemental Indenture dated February 21, 2014, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee.Current Report on Form 8‑K (File No. 001‑08895)February 24, 2014
4.2.4Fourth Supplemental Indenture, dated August 14, 2014, between HCP and The Bank of New York Mellon Trust Company, N.A., as trustee.Current Report on Form 8‑K (File No. 001‑08895)August 14, 2014
4.2.5Fifth Supplemental Indenture, dated January 21, 2015, between HCP and The Bank of New York Mellon Trust Company, N.A., as trustee.Current Report on Form 8‑K (File No. 001‑08895)January 21, 2015
4.2.6Sixth Supplemental Indenture, dated May 20, 2015, between HCP and The Bank of New York Mellon Trust Company, N.A., as trustee.Current Report on Form 8‑K (File No. 001‑08895)May 20, 2015
4.2.7Seventh Supplemental Indenture dated December 1, 2015, between HCP and The Bank of New York Mellon Trust Company, N.A., as trustee.Current Report on Form 8‑K (File No. 001‑08895)December 1, 2015
4.3Form of 6.750% Senior Notes due 2041.Current Report on Form 8‑K (File No. 001‑08895)January 24, 2011
4.4Form of 3.15% Senior Notes due 2022.Current Report on Form 8‑K (File No. 001‑08895)July 23, 2012
4.5Form of 2.625% Senior Notes due 2020.Current Report on Form 8‑K (File No. 001‑08895)November 19, 2012
4.6Form of 4.250% Senior Notes due 2023.Current Report on Form 8‑K (File No. 001‑08895)November 13, 2013
4.7Form of 4.20% Senior Notes due 2024.Current Report on Form 8‑K (File No. 001‑08895)February 24, 2014
4.8Form of 3.875% Senior Notes due 2024.Current Report on Form 8‑K (File No. 001‑08895)August 14, 2014
4.9Form of 3.400% Senior Notes due 2025.Current Report on Form 8‑K (File No. 001‑08895)January 21, 2015
4.10Form of 4.000% Senior Notes due 2025.Current Report on Form 8‑K (File No. 001‑08895)May 20, 2015
4.11Form of 4.000% Senior Notes due 2022.Current Report on Form 8‑K (File No. 001‑08895)December 1, 2015
10.1Second Amended and Restated Director Deferred Compensation Plan.*Quarterly Report on Form 10‑Q (File No. 001‑08895)November 3, 2009
10.2Non-Employee Directors Stock-for-Fees Program.*Quarterly Report on Form 10-Q (File No. 001‑08895)August 5, 2014
10.3Executive Severance Plan.*Quarterly Report on Form 10-Q (File No. 001-08895)November 1, 2016
10.4Executive Change in Control Severance Plan (as Amended and Restated as of May 6, 2016).*Quarterly Report on Form 10-Q (File No. 001 08895)November 1, 2016
10.52006 Performance Incentive Plan, as amended and restated.*Annex 2 to HCP’s Proxy Statement (File No. 001‑08895)March 10, 2009
10.5.1Form of Employee 2006 Performance Incentive Plan Nonqualified Stock Option Agreement.*Quarterly Report on Form 10‑Q (File No. 001‑08895)May 1, 2012
10.6HCP, Inc. 2014 Performance Incentive Plan.*Current Report on Form 8‑K (File No. 001‑08895)May 6, 2014
10.6.1Amendment No. 1 to HCP, Inc. 2014 Performance Incentive Plan.*Quarterly Report on Form 10-Q (File No. 001-08895)May 3, 2018
10.6.2Form of 2014 Performance Incentive Plan Non-NEO Restricted Stock Unit Award Agreement (adopted 2014).*Quarterly Report on Form 10-Q (File No. 001‑08895)August 5, 2014
10.6.3Form of 2014 Performance Incentive Plan Non-NEO Option Agreement (adopted 2014).*Quarterly Report on Form 10-Q (File No. 001‑08895)August 5, 2014
10.6.4Form of 2014 Performance Incentive Plan CEO 3-Year LTIP RSU Agreement (adopted 2015).*Quarterly Report on Form 10-Q (File No. 001‑08895)May 5, 2015
10.6.5Form of 2014 Performance Incentive Plan CEO 1-Year LTIP RSU Agreement (adopted 2015).*Quarterly Report on Form 10-Q (File No. 001‑08895)May 5, 2015
10.6.6Form of 2014 Performance Incentive Plan CEO Retentive LTIP RSU Agreement (adopted 2015).*Quarterly Report on Form 10-Q (File No. 001‑08895)May 5, 2015
10.6.7Form of 2014 Performance Incentive Plan NEO 3-Year LTIP RSU Agreement (adopted 2015).*Quarterly Report on Form 10-Q (File No. 001‑08895)May 5, 2015
10.6.8Form of 2014 Performance Incentive Plan NEO 3-Year LTIP RSU Agreement (adopted 2018).*Quarterly Report on Form 10-Q (File No. 001‑08895)May 3, 2018
10.6.9Form of 2014 Performance Incentive Plan NEO 1-Year LTIP RSU Agreement (adopted 2015).*Quarterly Report on Form 10-Q (File No. 001‑08895)May 5, 2015
10.6.10Form of 2014 Performance Incentive Plan NEO Retentive LTIP RSU Agreement (adopted 2015).*Quarterly Report on Form 10-Q (File No. 001‑08895)May 5, 2015
10.6.11Form of 2014 Performance Incentive Plan NEO Retentive LTIP RSU Agreement (adopted 2018).*Quarterly Report on Form 10-Q (File No. 001‑08895)May 3, 2018
10.6.12Form of 2014 Performance Incentive Plan Non-Employee Director RSU Agreement.*Quarterly Report on Form 10-Q (File No. 001‑08895)May 5, 2015
10.7Form of Directors and Officers Indemnification Agreement.*Annual Report on Form 10‑K, as amended (File No. 001‑08895)February 12, 2008
10.8Amended and Restated Dividend Reinvestment and Stock Purchase Plan.Registration Statement on Form S‑3 (Registration No. 333‑49746)November 13, 2000
10.9Amended and Restated Limited Liability Company Agreement of HCPI/Utah, LLC, dated as of January 20, 1999.Annual Report on Form 10‑K (File No. 001‑ 08895)March 29, 1999
10.9.1Amendments No. 1-9 to Amended and Restated Limited Liability Company Agreement of HCPI/Utah, LLC, dated as of January 20, 1999.Annual Report on Form 10-K (File No. 001-08895)February 13, 2018
10.9.2Tax Matters Amendment to Amended and Restated Limited Liability Company Agreement of HCPI/Utah, LLC, effective as of December 31, 2018.†
10.10Amended and Restated Limited Liability Company Agreement of HCPI/Utah II, LLC, dated as of August 17, 2001, as amended.Current Report on Form 8‑K (File No. 001‑08895)November 9, 2012
10.10.1Tax Matters Amendment to Amended and Restated Limited Liability Company Agreement of HCPI/Utah II, LLC, effective as of December 31, 2018.†
10.11Amended and Restated Limited Liability Company Agreement of HCPI/Tennessee, LLC, dated as of October 2, 2003.Quarterly Report on Form 10‑Q (File No. 001‑ 08895)November 12, 2003
10.11.1Amendment No. 1 to Amended and Restated Limited Liability Company Agreement of HCPI/Tennessee, LLC, dated as of September 29, 2004.Quarterly Report on Form 10‑Q (File No. 001‑08895)November 8, 2004
10.11.2Amendment No. 2 to Amended and Restated Limited Liability Company Agreement of HCPI/Tennessee, LLC, dated as of October 27, 2004.Annual Report on Form 10‑K (File No. 001‑08895)March 15, 2005
10.11.3Amendment No. 3 to Amended and Restated Limited Liability Company Agreement of HCPI/Tennessee, LLC and New Member Joinder Agreement, dated as of October 19, 2005, by and among HCP, HCPI/Tennessee, LLC and A. Daniel Weyland.Quarterly Report on Form 10‑Q (File No. 001‑08895)November 1, 2005
10.11.4Amendment No. 4 to Amended and Restated Limited Liability Company Agreement of HCPI/Tennessee, LLC, effective as of January 1, 2007.Annual Report on Form 10‑K, as amended (File No. 001‑08895)February 12, 2008
10.11.5Tax Matters Amendment to Amended and Restated Limited Liability Company Agreement of HCPI/Tennessee, LLC, effective as of December 31, 2018.†
10.12Amended and Restated Limited Liability Company Agreement of HCP DR MCD, LLC, dated as of February 9, 2007.Current Report on Form 8-K (File No. 001‑08895)April 20, 2012
10.12.1Tax Matters Amendment to Amended and Restated Limited Liability Company Agreement of HCP DR MCD, LLC, effective as of December 31, 2018.†
10.13Amended and Restated Limited Liability Company Agreement of HCP DR California II, LLC, dated as of June 1, 2014.Quarterly Report on Form 10-Q (File No. 001‑08895)August 5, 2014
10.13.1Tax Matters Amendment to Amended and Restated Limited Liability Company Agreement of HCP DR California II, LLC, effective as of December 31, 2018.†
10.14Credit Agreement, dated October 19, 2017, by and among HCP, as borrower, the lenders referred to therein, and Bank of America, N.A., as administrative agent.Current Report on Form 8‑K (File No. 001‑08895)October 20, 2017
10.15At-the-Market Equity Offering Sales Agreement, dated May 31, 2018, among HCP, J.P. Morgan Securities LLC, BNY Mellon Capital Markets, LLC, Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBC Capital Markets, LLC and UBS Securities LLC.Current Report on Form 8-K (File No. 001-08895)May 31, 2018
10.16Amended and Restated Master Lease and Security Agreement, dated as of November 1, 2017, by and between subsidiaries and affiliates of HCP, as lessor, and subsidiaries and affiliates of Brookdale, as lessee.**Annual Report on Form 10-K (File No. 001-08895)February 13, 2018
10.16.1First Amendment to Amended and Restated Master Lease and Security Agreement, dated as of January 10, 2018, by and between subsidiaries and affiliates of HCP, as lessor, and subsidiaries and affiliates of Brookdale, as lessee.Annual Report on Form 10-K (File No. 001-08895)February 13, 2018
21.1Subsidiaries of the Company.†
23.1Consent of Independent Registered Public Accounting Firm—Deloitte & Touche LLP.†
31.1Certification by Thomas M. Herzog, HCP’s Principal Executive Officer, Pursuant to Securities Exchange Act Rule 13a‑14(a).†
31.2Certification by Peter A. Scott, HCP’s Principal Financial Officer, Pursuant to Securities Exchange Act Rule 13a‑14(a).†
32.1Certification by Thomas M. Herzog, HCP’s Principal Executive Officer, Pursuant to Securities Exchange Act Rule 13a‑14(b) and 18 U.S.C. Section 1350.†
32.2Certification by Peter A. Scott, HCP’s Principal Financial Officer, Pursuant to Securities Exchange Act Rule 13a‑14(b) and 18 U.S.C. Section 1350.†
101.INSXBRL Instance Document.†
101.SCHXBRL Taxonomy Extension Schema Document.†
101.CALXBRL Taxonomy Extension Calculation Linkbase Document.†
101.DEFXBRL Taxonomy Extension Definition Linkbase Document.†
101.LABXBRL Taxonomy Extension Labels Linkbase Document.†
101.PREXBRL Taxonomy Extension Presentation Linkbase Document.†
*Management Contract or Compensatory Plan or Arrangement.
**Portions of this exhibit have been omitted pursuant to a request for confidential treatment with the SEC.
†Filed herewith.

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