PART II Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is listed and traded on the New York Stock Exchange under the symbol “IPG”.
As of February 13, 2019, there were approximately 10,000 registered holders of our outstanding common stock.
On February 13, 2019, we announced that our Board of Directors (the “Board”) had declared a common stock cash dividend of $0.235 per share, payable on March 15, 2019 to holders of record as of the close of business on March 1, 2019.
Although it is the Board’s current intention to declare and pay future dividends, there can be no assurance that such additional dividends will in fact be declared and paid.
Any and the amount of any such declaration is at the discretion of the Board and will depend upon factors such as our earnings, financial position and cash requirements.
Equity Compensation Plans See Item 12 for information about our equity compensation plans.
Transfer Agent and Registrar for Common Stock The transfer agent and registrar for our common stock is: Computershare Shareowner Services LLC 480 Washington Boulevard 29th Floor Jersey City, New Jersey 07310 Telephone: (877) 363-6398 Sales of Unregistered Securities Not applicable.
Repurchases of Equity Securities The following table provides information regarding our purchases of our equity securities during the period from October 1, 2018 to December 31, 2018.
## Table 0 ##
1 The total number of shares of our common stock, par value $0.10 per share, repurchased were withheld under the terms of grants under employee stockbased compensation plans to offset tax withholding obligations that occurred upon vesting and release of restricted shares (the “Withheld Shares”).2 The average price per share for each of the months in the fiscal quarter and for the three-month period was calculated by dividing the sum in the applicable period of the aggregate value of the tax withholding obligations by the sum of the number of Withheld Shares.3 In February 2017, the Board authorized a share repurchase program to repurchase from time to time up to $300.0 million, excluding fees, of our common stock (the “2017 Share Repurchase Program”).
In February 2018, the Board authorized a share repurchase program to repurchase from time to time up to $300.0 million, excluding fees, of our common stock, which was in addition to any amounts remaining under the 2017 Share Repurchase Program.
On July 2, 2018, in connection with the announcement of the Acxiom acquisition, we announced that share repurchases will be suspended for a period of time in order to reduce the increased debt levels incurred in conjunction with the acquisition, and no shares were repurchased pursuant to the share repurchase programs in the periods reflected.
There are no expiration dates associated with the share repurchase programs.
Additionally, included in operating expenses are facility level operating expenses for five senior housing properties that were previously leased on a net basis.
Periodically tenants default on their leases which cause us to take temporary possession of the operations of the facility.
We contract with third party managers to manage these properties until a replacement tenant can be identified or the property can be sold.
The revenues and expenses for these properties are included in triple-net lease rental revenues and operating expenses, respectively.
The increase in reported operating expenses for these facilities of $3.6 million to $8.7 million for the year ended December 31, 2005, was primarily due to us taking possession of two of these properties in 2005 and an increase in the overall occupancy of such properties.
The presentation of expenses between general and administrative and operating expenses is based on the underlying nature of the expense.
Periodically, we review the classification of expenses between categories and make revisions based on changes in the underlying nature of the expense.
General and administrative expenses.
General and administrative expenses decreased 13% to $32.1 million for the year ended December 31, 2005.
The decrease was due to higher costs in 2004 primarily resulting from $1.5 million of income tax expense on income from certain assets held in a taxable REIT subsidiary, the implementation of a new information system, considerable resources that were expended towards initial compliance with certain regulatory requirements, principally Section 404 of the Sarbanes-Oxley Act of 2002, $0.7 million in expenses associated with the relocation of our corporate offices to Long Beach, California in 2004 and a charge of $1.6 million related to the settlement of a lawsuit filed against us by our former Executive Vice President and Chief Financial Officer.
Offsetting the decrease from 2004 was an increase in compensation related expenses due to an increase in full-time employees from 74 at December 31, 2004, to 83 at December 31, 2005.
Discontinued operations.
Income from discontinued operations for the year ended December 31, 2005 was $13.9 million compared to $14.9 million for the comparable period in the prior year.
The change is due to a decline in the carrying value of assets disposed from $151 million in 2004 to $54 million in 2005, and resulted in a decrease in the year over year gains on sale of real estate of $10.9 million and a related decline of operating income of $5.8 million associated with discontinued operations.
The changes in net gain on sale and operating income were predominantly offset by a year over year reduction of impairment charges of $15.8 million.
Comparison of the year ended December 31, 2004 to the year ended December 31, 2003 Rental and other revenue.
MOB rental revenue increased 22% to $93.7 million for the year ended December 31, 2004.
The increase in MOB rental revenue of $17.2 million primarily relates to the additive effect of our acquisitions in 2004 and 2003, which contributed $14.7 million to rental revenues year over year.
Triple-net lease rental revenues increased 19% to $287.6 million for the year ended December 31, 2004.
The increase in triple-net lease rental revenue of $46.1 million primarily relates to the additive effect of our acquisitions in 2004 and 2003, as detailed below:
## Table 1 ##
We also recognized $5.7 million of rental income during the fourth quarter of 2004 resulting from a change in estimate related to the collectibility of straight-line rental income from ARC.
The consolidation
HCP, Inc.  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Debt Maturities The following table summarizes our stated debt maturities and scheduled principal repayments, excluding debt premiums and discounts, at December 31, 2009 (in thousands):
## Table 2 ##
(1) Excludes $99.9 million of other debt that represents non-interest bearing Life Care Bonds and occupancy fee deposits at three of the Company’s senior housing facilities, which have no scheduled maturities.
(12) Commitments and Contingencies Legal Proceedings From time to time, the Company is a party to legal proceedings, lawsuits and other claims that arise in the ordinary course of the Company’s business.
Except as described in this Note 12, the Company is not aware of any other legal proceedings or claims that it believes may have, individually or taken together, a material adverse effect on the Company’s business, prospects, financial condition or results of operations.
The Company’s policy is to accrue legal expenses as they are incurred.
On May 3, 2007, Ventas, Inc.  (‘‘Ventas’’) filed a complaint against the Company in the United States District Court for the Western District of Kentucky asserting claims of tortious interference with contract and tortious interference with prospective business advantage.
The complaint alleged, among other things, that the Company interfered with Ventas’ purchase agreement with Sunrise Senior Living Real Estate Investment Trust (‘‘Sunrise REIT’’); that the Company interfered with Ventas’ prospective business advantage in connection with the Sunrise REIT transaction; and that the Company’s actions caused Ventas to suffer damages.
As part of the same litigation, the Company filed counterclaims against Ventas as successor to Sunrise REIT.
On March 25, 2009, the District Court issued an order dismissing the Company’s counterclaims.
On April 8, 2009, the Company filed a motion for leave to file amended counterclaims.
On May 26, 2009, the District Court denied the Company’s motion.
Ventas sought approximately $300 million in compensatory damages plus punitive damages.
On July 16, 2009, the District Court dismissed Ventas’s claim that HCP interfered with Ventas’s purchase agreement with Sunrise REIT, dismissed claims for compensatory damages based on alleged financing and other costs, and allowed Ventas’s claim of interference with prospective advantage to proceed to trial.
Ventas’s claim was tried before a jury between August 18, 2009 and September 4, 2009.
During the trial, the District Court dismissed Ventas’s claim for punitive damages.
On September 4, 2009, the jury returned a verdict in favor of Ventas in the amount of approximately $102 million in compensatory damages.
The District Court entered a judgment against the Company in that amount on September 8, 2009, which the Company recorded as a litigation provision expense during the three months ended September 30, 2009.
HCP, Inc.  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following is a summary of fair value measurements of financial assets and liabilities at December 31, 2009 (in thousands):
## Table 3 ##
(1) Interest rate swaps and common stock warrants are valued using observable and unobservable market assumptions, as well as standardized derivative pricing models.
(23) Disclosures About Fair Value of Financial Instruments The carrying values of cash and cash equivalents, restricted cash, receivables, payables, and accrued liabilities are reasonable estimates of fair value because of the short-term maturities of these instruments.
Fair values for loans receivable, bank line of credit, bridge and term loans, credit facilities, mortgage and other secured debt, and other debt are estimates based on rates currently prevailing for similar instruments of similar maturities.
The estimated fair values of the interest-rate swaps and warrants were determined based on observable and unobservable market assumptions using standardized derivative pricing models.
The fair values of the senior unsecured notes and marketable equity and debt securities were determined based on market quotes.
## Table 4 ##
(24) Derivative Financial Instruments The Company uses derivative instruments to mitigate the effects of interest rate fluctuations on specific forecasted transactions as well as recognized obligations or assets.
The Company does not use derivative instruments for speculative or trading purposes.
The primary risks associated with derivative instruments are market and credit risk.
Market risk is defined as the potential for loss in value of a derivative instrument due to adverse changes in market

Tables referenced above, in order (Table 0 first):
<table><tr><td></td><td>Total Number ofShares (or Units)Purchased<sup>1</sup></td><td>Average Price Paidper Share (or Unit)<sup>2</sup></td><td>Total Number ofShares (or Units)Purchased as Part ofPublicly AnnouncedPlans or Programs<sup>3</sup></td><td>Maximum Number (orApproximate Dollar Value)of Shares (or Units)that May Yet Be PurchasedUnder the Plans orPrograms<sup>3</sup></td></tr><tr><td>October 1 - 31</td><td>3,824</td><td>$23.30</td><td>—</td><td>$338,421,933</td></tr><tr><td>November 1 - 30</td><td>1,750</td><td>$23.77</td><td>—</td><td>$338,421,933</td></tr><tr><td>December 1 - 31</td><td>—</td><td>—</td><td>—</td><td>$338,421,933</td></tr><tr><td>Total</td><td>5,574</td><td>$23.45</td><td>—</td><td></td></tr></table>
<table><tr><td> </td><td colspan="3"> Triple-net lease rental revenue resulting from acquisitions— for the year ended December 31,</td></tr><tr><td> Property Type</td><td> 2004</td><td> 2003</td><td> Change</td></tr><tr><td> </td><td colspan="3"> (in thousands)</td></tr><tr><td>Senior housing facilities</td><td>$34,672</td><td>$6,016</td><td>$28,656</td></tr><tr><td>Other healthcare facilities</td><td>5,931</td><td>252</td><td>5,679</td></tr><tr><td> Total</td><td>$40,603</td><td>$6,268</td><td>$34,335</td></tr></table>
<table><tr><td> Year</td><td> Term Loan</td><td> Senior Unsecured Notes</td><td> Mortgage and Other Secured Debt</td><td> Total<sup>-1</sup></td></tr><tr><td>2010</td><td>$—</td><td>$206,421</td><td>$102,958</td><td>$309,379</td></tr><tr><td>2011</td><td>200,000</td><td>292,265</td><td>146,987</td><td>639,252</td></tr><tr><td>2012</td><td>—</td><td>250,000</td><td>63,776</td><td>313,776</td></tr><tr><td>2013</td><td>—</td><td>550,000</td><td>675,104</td><td>1,225,104</td></tr><tr><td>2014</td><td>—</td><td>87,000</td><td>177,435</td><td>264,435</td></tr><tr><td>Thereafter</td><td>—</td><td>2,150,000</td><td>665,680</td><td>2,815,680</td></tr><tr><td></td><td>$200,000</td><td>$3,535,686</td><td>$1,831,940</td><td>$5,567,626</td></tr></table>
<table><tr><td> Financial Instrument</td><td>Fair Value</td><td> Level 1</td><td>Level 2</td><td> Level 3</td></tr><tr><td>Marketable debt securities</td><td>$172,799</td><td>$152,449</td><td>$20,350</td><td>$—</td></tr><tr><td>Marketable equity securities</td><td>3,521</td><td>3,521</td><td>—</td><td>—</td></tr><tr><td>Interest-rate swap assets<sup>-1</sup></td><td>3,523</td><td>—</td><td>3,523</td><td>—</td></tr><tr><td>Interest-rate swap liabilities<sup>-1</sup></td><td>-3,438</td><td>—</td><td>-3,438</td><td>—</td></tr><tr><td>Warrants<sup>-1</sup></td><td>1,732</td><td>—</td><td>—</td><td>1,732</td></tr><tr><td></td><td>$178,137</td><td>$155,970</td><td>$20,435</td><td>$1,732</td></tr></table>
<table><tr><td> </td><td colspan="4"> December 31,</td></tr><tr><td> </td><td colspan="2"> 2009</td><td colspan="2"> 2008</td></tr><tr><td> </td><td> Carrying Amount</td><td> Fair Value</td><td> Carrying Amount</td><td> Fair Value</td></tr><tr><td> </td><td colspan="4"> (in thousands) </td></tr><tr><td>Loans receivable, net</td><td>$1,672,938</td><td>$1,728,599</td><td>$1,068,454</td><td>981,128</td></tr><tr><td>Marketable debt securities</td><td>172,799</td><td>172,799</td><td>228,660</td><td>228,660</td></tr><tr><td>Marketable equity securities</td><td>3,521</td><td>3,521</td><td>3,845</td><td>3,845</td></tr><tr><td>Warrants</td><td>1,732</td><td>1,732</td><td>1,460</td><td>1,460</td></tr><tr><td>Bank line of credit</td><td>—</td><td>—</td><td>150,000</td><td>150,000</td></tr><tr><td>Bridge and term loans</td><td>200,000</td><td>200,000</td><td>520,000</td><td>520,000</td></tr><tr><td>Senior unsecured notes</td><td>3,521,325</td><td>3,548,926</td><td>3,523,513</td><td>2,384,488</td></tr><tr><td>Mortgage and other secured debt</td><td>1,834,935</td><td>1,789,992</td><td>1,641,734</td><td>1,538,057</td></tr><tr><td>Other debt</td><td>99,883</td><td>99,883</td><td>102,209</td><td>102,209</td></tr><tr><td>Interest-rate swap assets</td><td>3,523</td><td>3,523</td><td>—</td><td>—</td></tr><tr><td>Interest-rate swap liabilities</td><td>3,438</td><td>3,438</td><td>2,324</td><td>2,324</td></tr></table>

Question: Which year is Bridge and term loans at Fair Value lower?
Answer: 2009