GOVERNMENT REGULATIONS

Healthcare-Related Regulations

Overview. The healthcare industry is heavily regulated by federal, state and local governmental agencies. Our tenants generally are subject to laws and regulations covering, among other things, licensure, certification for participation in government programs, fraud and abuse, relationships with physicians and other referral sources, and reimbursement. Changes in these laws and regulations could negatively affect the ability of our tenants to satisfy their contractual obligations, including making lease payments to us.

Healthcare ~~Legislation.~~ ~~In March 2010, President Obama signed the Affordable Care Act into law.~~Reform. The ~~Affordable Care Act, along with other~~current wave of healthcare reform ~~efforts, has resulted~~launched with the ACA in ~~comprehensive healthcare reform in the U.S. through a phased approach, which began in 2010 and will conclude in 2018.~~2010. The ~~laws are intended to reduce the number of individuals in the U.S. without~~ACA expanded health insurance coverage through tax subsidies and ~~significantly change~~federal health insurance programs, individual and employer mandates for health insurance coverage, and the ~~means by which healthcare is organized, delivered~~creation of health insurance exchanges (federal and ~~reimbursed.~~ state marketplaces).

The ~~Affordable Care Act expanded reporting requirements~~Biden administration has indicated that it will maintain and ~~responsibilities~~build upon the ACA and has suggested proposals that would include the adoption of a national public health insurance option (“Medicare for all”), increasing the value of current tax credits related to ~~facility ownership~~insurance premiums, and ~~management, patient safety, quality of care, and certain financial transactions, including payments by the pharmaceutical and medical industry~~expanding coverage to doctors and teaching hospitals. In the ordinary course of their businesses, our tenants may be regularly subjected to inquiries, investigations and audits by federal and state agencies that oversee these laws and regulations. If they do not comply with the additional reporting requirements and responsibilities, our tenants’ ability to participate in federal healthcare programs may be adversely affected. Moreover, there may be other aspects of the comprehensive healthcare reform legislation for which regulations have not yet been adopted, which, depending on how they are implemented, could adversely affect our tenants and their ability to meet their lease obligations to us.low-income individuals.

The Affordable Care Act has faced numerous judicial, legislative and executive challenges. Although there continue to be judicial challenges to the Affordable Care Act, the Supreme Court has thus far upheld the Affordable Care Act, including, most recently, in their June 25, 2015 ruling on ~~King v. Burwell~~. However, President Trump and Congressional, Republicans promised they would seek the repeal of the Affordable Care Act. On January 20, 2017, newly-sworn-in President Trump issued an executive order aimed at seeking the prompt repeal of the Affordable Care Act, and directed the heads of all executive departments and agencies to minimize the economic and regulatory burdens of the Affordable Care Act to the maximum extent permitted by law. In addition, there have been and continue to be numerous Congressional attempts to amend and repeal the Affordable Care Act. On December 22, 2017, President Trump signed the TCJA, which amends certain provisions of the Affordable Care Act including the elimination of the individual insurance mandate. We cannot predict whether any future attempts to amend or repeal the Affordable Care Act will be successful. The future of the Affordable Care Act is uncertain and any changes to existing laws and regulations, including the Affordable Care Act’s repeal, modification or replacement, could have a long-term financial impact on the delivery of and payment for healthcare. Both our tenants and us may be adversely affected by the law or its repeal, modification or replacement.

Reimbursement Programs. Sources of revenue for our tenants may include the federal Medicare program, ~~Tricare,~~TRICARE, state Medicaid programs, private insurance carriers, health maintenance organizations, preferred provider arrangements and self-insured employers, among others. Medicare, ~~Tricare~~TRICARE and Medicaid programs, as well as numerous private insurance and managed care plans, generally require participating providers to accept government-determined reimbursement levels as payment in full for services rendered, without regard to facility charges. Changes in the reimbursement rate or methods of payment from third-party payors, including Medicare and Medicaid, could result in a substantial reduction in our tenants’ revenues.

In previous years, Medicare’s physician fee-for-service reimbursements were subject to a significant, automatic reduction in rates. Congress repeatedly enacted temporary legislation postponing the implementation of these physician rate cuts. In April 2015, the Medicare Access and CHIP Reauthorization Act of 2015, enacted rules that establishes physician reimbursement rates that allow for steady increases in rates over the near future.

Despite this “doc-fix” legislation, we cannot predict whether future Congressional proposals will seek to reduce physician reimbursements. Efforts by other such payors to reduce healthcare costs will likely continue, which may result in reductions or slower growth in reimbursement for certain services provided by some of our tenants. Further, revenue realizable under third-party payor agreements can change after examination and retroactive adjustment by payors during the claims settlement processes or as a result of post-payment audits. Payors may disallow requests for reimbursement based on determinations that certain costs are not reimbursable or reasonable, because additional documentation is necessary or because certain services were not covered or were not medically necessary.

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Amendments to ~~or repeal of~~ the ~~Affordable Care Act~~ACA and regulatory changes could impose further limitations on government and private payments to healthcare providers. The ~~Affordable Care Act~~ACA expanded Medicaid coverage to all individuals under age 65 with incomes up to 133% of the federal poverty level. While the federal government agreed to pay the Medicaid expansion costs for newly eligible beneficiaries from 2014 through 2016, the federal government’s portion began declining in 2017. Further, the U.S. Supreme Court held in 2012 that states could not be required to expand their Medicaid programs, which has resulted in some states deciding not to expand their Medicaid programs. ~~More recently, the Trump administration has enacted, or is considering enacting, measures designed to reduce Medicaid expenditures.~~ In some other cases, states have enacted or are considering enacting measures designed to reduce their Medicaid expenditures and to make changes to private healthcare insurance. Efforts to reduce costs will likely continue, which may result in reduced or slower growth in reimbursement for certain services provided by our tenants. In addition, the failure of any of our tenants to comply with various laws and regulations could jeopardize their ability to continue participating in Medicare, ~~Tricare,~~TRICARE, Medicaid and other government sponsored payment programs. The financial impact on our tenants’ failure to comply with such laws and regulations could restrict their ability to make rent payments to us.

Various laws and Center for Medicare and Medicaid Services (“CMS”) initiatives and rules ~~are~~may also ~~reducing~~reduce or ~~changing~~change medical provider compensation and reimbursement. ~~Recent changes include, among others:~~

Section 603 of the Bipartisan Budget Act of 2015, which eliminates certain facility fee reimbursements for outpatient centers that are located further than 250 yards from the main hospital campus. Existing health system facilities will continue to receive these facility fee reimbursements, but new facilities will not, resulting in minimal impact to our existing tenants’ operations.

Alternative payment models and payment reforms that compensate medical providers by quality of care and other criteria over quantity of care. The Health Care Payment Learning and Action Network is a network which is seeking to implement these reforms and CMS has various rules, such as the Merit-Based Incentive Payment System and Alternative Payment Models, which are changing how it compensates medical providers.

Proposed and finalized CMS rules which impact payments for specific types of services such as the “Lower Extremity Joint Replacement” and adjust reimbursement rates for specific types of healthcare facilities.

These new laws, initiatives and CMS rules reflect an ongoing effort to reduce healthcare costs and reimburse medical providers based on criteria other than fee-for-service. Although their impact is difficult to predict, these laws, initiatives and CMS rules may adversely impact medical providers’ reimbursement and our tenants’ ability to make rent payments to us.

Fraud and Abuse Laws. There are various federal and state laws prohibiting fraudulent and abusive business practices by healthcare providers who participate in, receive payments from, or are in a position to make referrals in connection with, government-sponsored healthcare programs, including the Medicare and Medicaid programs. Additionally, the ~~Affordable Care Act~~ACA includes program integrity provisions that both create new authorities and expand existing authorities for federal and state governments

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to address fraud, waste and abuse in federal healthcare programs. Our lease arrangements with certain tenants may also be subject to these fraud and abuse laws. These laws include, among others:

•the Federal Anti-Kickback Statute, which prohibits, among other things, the offer, payment, solicitation or receipt of any form of remuneration in return for, or to induce, the referral or recommendation for the ordering of any item or service reimbursed by a federal healthcare program, including Medicare or Medicaid;

•the Federal Physician Self-Referral Prohibition, commonly referred to as the “Stark Law,” which: (1) requires hospital landlords of facilities with financial relationships to charge a fair market value rent that does not take into account the volume or value of referrals and subject to specific exceptions; and (2) restricts physicians from making referrals for specifically designated health services for which payment may be made under Medicare and Medicaid programs to an entity with which the physician, or an immediate family member, has a financial relationship;

•the False Claims Act, which prohibits any person from knowingly presenting or causing to be presented false or fraudulent claims for payment to the federal government, including claims paid by the Medicare and Medicaid programs;

•the Civil Monetary Penalties Law, which authorizes the U.S. Department of Health and Human Services to impose monetary penalties for certain fraudulent acts and regulatory violations and to exclude violators from participating in federal healthcare programs;

•the Health Insurance Portability and Accountability Act, as amended by the Health Information Technology for Economic and Clinical Health Act of the American Recovery and Reinvestment Act of 2009, which protects the privacy and security of personal health information; and

•State laws which prohibit kickbacks, self-referrals and false claims, and are generally applicable to commercial and state payors.

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In the ordinary course of their business, our tenants may be subject to inquiries, investigations and audits by federal and state agencies that oversee applicable laws and regulations. Private enforcement of healthcare fraud has also increased, due in large part to amendments to the civil False Claims Act that were designed to encourage private individuals to sue on behalf of the government. These whistleblower suits, known as qui tam suits, may be filed by almost anyone, including present and former employees or patients. In addition to the False Claims Act, there may be civil litigation between private parties which seek damages for violations of federal and state laws. These types of actions may result in monetary penalties, punitive sanctions, damage assessments, imprisonment, increased governmental oversight, denial of Medicare and Medicaid payments and/or exclusion from the Medicare and Medicaid programs. Investigation by a federal or state governmental body for violation of fraud and abuse laws, imposition of any of these penalties upon one of our tenants, and civil litigation could jeopardize that tenant’s ability to operate or to make rent payments to us.

Healthcare Licensure and Certification. Some of our medical properties and our tenants may require a license, multiple licenses, a certificate of need (“CON”), or other certification to operate. Failure to obtain a license, CON, other certification, or loss of a required license, CON, or some other certification would prevent a facility from operating in the manner intended by the tenant. This event could adversely affect our tenants’ ability to make rent payments to us. State and local laws also may regulate physical plant expansion, including the addition of new beds or services or acquisition of medical equipment and the construction of healthcare-related facilities, by requiring a CON or other similar approval. State CON laws are not uniform throughout the U.S. and are subject to change. We cannot predict the impact of state CON laws on our facilities or the operations of our tenants.

Real Estate Ownership-Related Regulations

Many laws and governmental regulations are applicable to our properties and changes in these laws and regulations, or their interpretation by agencies and the courts, occur frequently. For example:

Costs of Compliance with the Americans with Disabilities Act. Under the Americans with Disabilities Act of 1990, as amended (the “ADA”), all places of public accommodation are required to comply with federal requirements related to access and use by disabled persons. Although we believe that we are in substantial compliance with present requirements of the ADA, none of our properties have been audited and we have only conducted investigations of a ~~few~~limited number of our properties to determine compliance. We may incur additional costs in connection with compliance with the ADA. Additional federal, state and local laws also may require modifications to our properties or restrict our ability to renovate our properties. We cannot predict the cost of compliance with the ADA or other legislation. We may incur substantial costs to comply with the ADA or any other legislation.

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Costs of Government Environmental Regulation and Private Litigation. Environmental laws and regulations hold us liable for the costs of removal or remediation of certain hazardous or toxic substances which may be on our properties. These laws could impose liability on us without regard to whether we ~~are responsible for~~caused the presence or release of the hazardous materials. Government investigations and remediation actions may cause substantial costs and the presence of hazardous substances on a property could result in personal injury or similar claims by private plaintiffs. Various laws also impose liability on persons who arrange for the disposal or treatment of hazardous or toxic substances and such persons oftentimes must incur the cost of removal or remediation of hazardous substances at the disposal or treatment facility. These laws often impose liability whether or not the person arranging for the disposal ever owned or operated the disposal facility. As the owner and operator of our properties, we may be deemed to have arranged for the disposal or treatment of hazardous or toxic substances.

Use of Hazardous Substances by Some of Our Tenants. Some of our tenants ~~routinely~~ handle hazardous substances and wastes on our properties as part of their routine operations. Environmental laws and regulations subject these tenants, and potentially us, to liability resulting from such activities. Our leases require our tenants to comply with these environmental laws and regulations and to indemnify us for any related liabilities. We are unaware of any material noncompliance, liability or claim relating to hazardous or toxic substances or petroleum products in connection with any of our properties.

Other Federal, State and Local Regulations. Our properties are subject to various federal, state and local regulatory requirements, such as state and local fire and life safety requirements. If we fail to comply with these various requirements, we may incur governmental fines or private damage awards. While we believe that our properties are currently in material compliance with all of these regulatory requirements, we do not know whether existing requirements will change or whether future requirements will require us to make significant unanticipated ~~expenditures that will adversely affect our ability to make distributions to our stockholders.~~expenditures. We believe, based in part on engineering reports which are generally obtained by us at the time we acquire the properties, that all of our properties comply in all material respects with current regulations. However, if we were required to make significant expenditures under applicable regulations, our financial condition, results of operations, cash flow, ability to satisfy our debt service obligations and to pay distributions to our stockholders could be adversely affected.

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~~EMPLOYEES~~HUMAN CAPITAL

As of December 31, ~~2017,~~2021, we had ~~approximately 270~~357 employees, of which less than 1% are subject to a collective bargaining agreement.

Our commitment to our employees continues to be a high priority for us. In addition to base salary, our annual compensation and benefit plans includes short-term incentive bonuses, long-term incentive stock plans, a 401(k) plan, healthcare and insurance benefits, health savings accounts, paid time off, tuition assistance, employee assistance programs, among other benefits. We are committed to the health, safety and well-being of all of our employees. In response to the COVID-19 pandemic, we have taken additional precautionary measures to adjust our business operations and to address the needs of our employees. In addition to our ongoing sponsorship of various health and wellness initiatives to aid in the overall well-being of our employees, we have provided hazard pay, deployed comprehensive personal protective equipment, and have implemented many new protocols both in our tenant buildings and regional office locations based on the Center for Disease Control and other government mandated or recommended guidelines.

We support employee development through numerous company-sponsored training programs and professional development opportunities. Our employees regularly participate in various industry-specific training programs and conferences, and are encouraged to seek out relevant certifications or accreditations that provide additional expertise in real estate and other relevant sector-specific subjects. In addition, we provide internal cross-functional training opportunities in order that our employees may familiarize themselves with multiple aspects of our business.

TAX MATTERS

We filed an election with our 2007 federal income tax return to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”). We believe we have satisfied the requirements to qualify as a REIT for all tax years starting in 2007 and we intend to maintain our qualification as a REIT in the future. As a qualified REIT, with limited exceptions, we are generally not subject to federal and certain state income tax on net income that we currently distribute to stockholders. We expect to continue to make distributions sufficient to avoid income tax.

While we believe that we are organized and qualified as a REIT and we intend to operate in a manner that will allow us to continue to qualify as a REIT, there can be no assurance that we will be successful in this regard. Our qualification as a REIT depends upon our ability to meet, through our annual operating results, asset diversification, distribution levels and diversity of stock ownership and the various qualification tests imposed under the Code. If we fail to maintain our qualification as a REIT, corporate level income tax would apply to our taxable income at the current corporate tax rates. As a result, the amount available for distributions to stockholders would be reduced and we would no longer be required to make distributions. Failure to qualify as a REIT could also adversely affect our ability to make investments and raise capital.

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Qualification as a REIT involves the application of highly technical and complex provisions of the Code for which there are limited judicial and administrative interpretations and involves the determination of a variety of factual matters and circumstances not entirely within our control.

~~Federal Income Tax Changes and Updates for Incorporation in Existing Registration Statements~~

The following discussion supplements and updates the disclosures under “Material U.S. Federal Income Tax Considerations” in the prospectus dated February 27, 2015 contained in our Registration Statement on Form S-3 filed with the SEC on February 27, 2015 (the “Prospectus”), and in our other registration statements into which this Annual Report is incorporated by reference.

~~Taxation of Our Company~~

As discussed in the Prospectus under “Material U.S. Federal Income Tax Considerations - Taxation of Our Company” and “Material U.S. Federal Income Tax Considerations - Investments in TRSs,” even if we qualify for taxation as a REIT, we will be subject to U.S. federal income tax in certain circumstances. Among those circumstances, we will be subject to a 100% tax on the amounts of any rents from real property, deductions, or excess interest received from a taxable REIT subsidiary (a “TRS”) that would be reduced under the Code, in order to clearly reflect the income of the TRS or to the extent that such interest payments are in excess of a rate that is commercially reasonable. Pursuant to the Protecting Americans from Tax Hikes Act of 2015, which was signed into law on December 18, 2015 (the “Act”) and effective for taxable years beginning after December 31, 2015, we will also be subject to a 100% tax on certain income (net of certain deductions) imputed to a TRS, as a result of redetermining or reallocating income among related or commonly controlled entities.

~~Qualification as a REIT~~

~~Income Tests~~

~~Gain from the Sale of Real Estate Assets~~. As discussed in the Prospectus under “Material U.S. Federal Income Tax Considerations - Qualification as a REIT - Income Tests,” we must satisfy two gross income requirements annually to maintain our qualification as a REIT. Qualifying income for purposes of the 95% gross income test described therein generally includes the items identified in the second bullet point under “Income Tests”; however, effective for taxable years beginning after December 31, 2015, gain from the sale of “real estate assets” also includes gain from the sale of a debt instrument issued by a “publicly offered REIT” (i.e., a REIT that is required to file annual and periodic reports with the SEC under the Exchange Act) even if not secured by real property or an interest in real property. However, for purposes of the 75% income test, gain from the sale of a debt instrument issued by a publicly offered REIT would not be treated as qualifying income to the extent such debt instrument would not be a real estate asset but for the inclusion of debt instruments of publicly offered REITs in the meaning of real estate assets effective for taxable years beginning after December 31, 2015, as described below under “Asset Tests - Qualifying Assets.”

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~~Investments in Certain Debt Instruments~~. As discussed in the Prospectus under “Material U.S. Federal Income Tax Considerations - Investments in Certain Debt Instruments,” interest income generally constitutes qualifying mortgage interest for purposes of the 75% gross income test to the extent that the obligation upon which such interest is paid is secured by a mortgage on real property or an interest in real property. Except as provided in the following sentence, if we receive interest income with respect to a mortgage loan that is secured by both real and other property, and the highest principal amount of the loan outstanding during a taxable year exceeds the fair market value of the real property on the date that we committed to acquire the loan, or agreed to modify the loan in a manner that is treated as an acquisition of a new loan for U.S. federal income tax purposes, the interest income will be apportioned between the real property and the other collateral, and our income from the arrangement will qualify for purposes of the 75% gross income requirement only to the extent that the interest is allocable to the real property. For taxable years beginning after December 31, 2015, in the case of mortgage loans secured by both real and personal property, if the fair market value of such personal property does not exceed 15% of the total fair market value of all property securing the loan, then the personal property securing the loan will be treated as real property for purposes of determining whether the mortgage is qualifying under the 75% asset requirement and the interest income from such loan qualifies for purposes of the 75% gross income requirement.

~~Hedging Transactions~~. The discussion in the Prospectus under “Material U.S. Federal Income Tax Considerations - Qualification as a REIT - Income Tests - Hedging transactions” is replaced in its entirety with the following:

We may enter into hedging transactions with respect to one or more of our assets or liabilities. Hedging transactions could take a variety of forms, including interest rate swaps or cap agreements, options, futures contracts, forward rate agreements or similar financial instruments. Except to the extent as may be provided by future Treasury Regulations, any income from a hedging transaction which is clearly identified as such before the close of the day on which it was acquired, originated or entered into, including gain from the disposition or termination of such a transaction, will not constitute gross income for purposes of the 95% and 75% gross income tests, provided that the hedging transaction is entered into (i) in the normal course of our business primarily to manage risk of interest rate or price changes or currency fluctuations with respect to indebtedness incurred or to be incurred by us to acquire or carry real estate assets or (ii) primarily to manage the risk of currency fluctuations with respect to any item of income or gain that would be qualifying income under the 75% or 95% income tests (or any property which generates such income or gain).

Effective for taxable years beginning after December 31, 2015, if we have entered into a qualifying hedge described above with respect to certain indebtedness or property, or the Original Hedge, and a portion of the hedged indebtedness is extinguished or property hedged is disposed of and in connection with such extinguishment or disposition we enter into one or more clearly identified hedging transactions that would, in general, hedge the Original Hedge, or the Counteracting Hedge, income from the applicable Original Hedge and income from the Counteracting Hedge (including gain from the disposition of the Original Hedge or the Counteracting Hedge) will not be treated as gross income for purposes of the 95% and 75% gross income tests to the extent that the Counteracting Hedge hedges the Original Hedge.

To the extent we enter into other types of hedging transactions, the income from those transactions is likely to be treated as nonqualifying income for purposes of both the 75% and 95% gross income tests. We intend to structure and monitor our hedging transactions so that such transactions do not jeopardize our ability to qualify as a REIT.

~~Asset Tests~~

~~Qualifying Assets~~. As discussed in the Prospectus under “Material U.S. Federal Income Tax Considerations - Qualification as a REIT - Asset Tests,” to maintain our qualification as a REIT, we also must satisfy several asset tests at the end of each quarter of each taxable year. Under the first test described in the Prospectus, at least 75% of the value of our total assets must consist of the qualifying assets described in the Prospectus. In addition to those items described in the Prospectus, pursuant to the Act, effective for taxable years beginning after December 31, 2015, qualifying assets for purposes of the 75% asset test includes: (i) personal property leased in connection with real property to the extent that rents attributable to such personal property are treated as “rents from real property” for purposes of the 75% gross income test and (ii) debt instruments issued by “publicly offered REITs.” However, the Act further provides an additional test, effective for taxable years beginning after December 31, 2015, under which not more than 25% of the value of our total assets may be represented by debt instruments issued by publicly offered REITs to the extent those debt instruments would not be real estate assets but for the inclusion of debt instruments of publicly offered REITs in the meaning of real estate assets effective for taxable years beginning after December 31, 2015, as described above.

~~Securities of TRSs~~. In addition, the fourth test described in the Prospectus under “Material U.S. Federal Income Tax Considerations - Qualification as a REIT - Asset Tests,” that securities of TRSs cannot represent more than 25% of our total assets, has been modified by the Act such that, for taxable years beginning after December 31, 2017, securities of TRSs cannot represent more than 20% of our total assets.

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~~Annual Distribution Requirements~~

~~Elective Cash/Stock Dividends~~. On August 11, 2017, the Internal Revenue Service (“IRS”) issued Revenue Procedure 2017-45 authorizing elective cash/stock dividends to be made by publicly offered REITs (i.e., REITs that are required to file annual and periodic reports with the U.S. Securities and Exchange Commission under the Securities Exchange Act of 1934). Pursuant to Revenue Procedure 2017-45, effective for distributions declared on or after August 11, 2017, the IRS will treat the distribution of stock pursuant to an elective cash/stock dividend as a distribution of property under Section 301 of the Code (i.e., a dividend), as long as at least 20% of the total dividend is available in cash and certain other parameters detailed in the Revenue Procedure are satisfied.

~~Preferential Dividends~~. The Prospectus discusses our distribution requirements under the caption “Material U.S. Federal Income Tax Considerations - Qualification as a REIT - Annual Distribution Requirements.” The prohibition against “preferential dividends” described in that section is applicable for distributions in taxable years beginning on or before December 31, 2014. For all subsequent taxable years, so long as we continue to be a “publicly offered REIT,” the preferential dividend rule will not apply.

~~Interest Expense Deductions~~

The TCJA, signed into law in December 2017 generally imposes certain limitations on the ability of taxpayers top deduct net business interest expenses for federal income tax purposes beginning on or after January 1, 2018. However, the TCJA provides an election whereby certain taxpayers engaged in a real estate trade or business, generally including for this purpose a REIT, may elect for this limitation not to apply. However, taxpayers that make this election generally are not eligible for certain depreciation methodologies. We may make this election for applicable tax years, in which case the above limitations on interest expense deductions generally would not apply to us.

In addition, the above described limitations on net business interest expense deductions generally would be determined at the entity-level. As a result, the ability of our TRSs to deduct business interest expense for tax years beginning on or after January 1, 2018 may be subject to limitations under the TCJA even if we make such an election.

~~Net Operating Losses~~

The TCJA also generally restricts the ability of taxpayers to utilize net operating losses to no more than 80% their taxable income and precludes them from carry-back net operating losses to prior tax years for tax years beginning on or after January 1, 2018.

~~Taxation of U.S. Stockholders~~

~~Distributions~~. The Prospectus discusses the taxation of U.S. stockholders on distributions with respect to “qualified dividend income” and “capital gain dividends” under the caption “Material U.S. Federal Income Tax Considerations - Taxation of U.S. Stockholders - Distributions.” In addition to the discussion contained therein, effective for distributions in taxable years beginning after December 31, 2015, the aggregate amount of dividends that we may designate as “capital gain dividends” or “qualified dividend income” with respect to any taxable year may not exceed the dividends paid by us with respect to such year, including dividends that are paid in the following year that are treated as paid with respect to such year.

Furthermore, pursuant to the TCJA, dividends received from REITs that are treated as “qualified REIT dividends” received by certain individuals, trusts and estates generally qualify for a 20% deduction, subject to certain limitations, for taxable years beginning after December 31, 2017 and before January 1, 2026. For this purpose, a “qualified REIT dividend” generally includes any dividend from a REIT received during a taxable year that is not (i) a “capital gain dividend” or (ii) “qualified dividend income.”

~~Taxation of Non-U.S. Stockholders~~

~~Distributions~~

~~FIRPTA Ownership Exemptions~~. The Prospectus discusses the Foreign Investment in Real Property Tax Act of 1980 (“FIRPTA”) exemption with respect to non-U.S. stockholders that own no more than 5% of our Class A common stock during the specified period on distributions attributable to gain from sales or exchanges by us of “United States real property interests” under the caption “Material U.S. Federal Income Tax Considerations - Taxation of Non-U.S. Stockholders - Distributions.” This FIRPTA exemption limit on distributions on publicly-traded REIT stock has been increased from ownership of more than 5% of such stock to ownership of more than 10% of such stock for distributions on or after December 18, 2015. In addition, the Prospectus notes that we may be required to withhold 10% of any distribution that exceeds our current and accumulated earnings and profits. This 10% withholding requirement was increased to 15% under the Act for distributions after February 16, 2016. Consequently, although we intend to withhold at a rate of 30% on the entire amount of any relevant distribution, to the extent we do not do so, we may withhold at a rate of 15% on any portion of a distribution not subject to withholding at a rate of 30%.

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~~FIRPTA Withholding.~~ The Prospectus discusses that we generally must withhold 35% of any distributions attributable to gain from the sale or exchange of “United States real property interests” described in the Prospectus under the caption “Material U.S. Federal Income Tax Considerations - Taxation of Non-U.S. Stockholders - Distributions” (defined as “35% FIRPTA Withholding”). Pursuant to the TCJA, for taxable years beginning on or after January 1, 2018, this rate is 21% and references to “35% FIRPTA Withholding” should be replaced for such periods with “21% FIRPTA Withholding.” Moreover, the Prospectus notes that it is not entirely clear to what extent we are required to withhold on distributions to non-U.S. stockholders that are not treated as ordinary income and are not attributable to the disposition of the United States real property interest. The Prospectus further notes that unless the law is clarified to the contrary, we will generally withhold and remit to the IRS 35% of any distribution to a non-U.S. stockholder that is designated as a capital gain dividend (or, if greater, 35% of a distribution that could have been designated as a capital gain dividend). Pursuant to the TCJA, for taxable years beginning on or after January 1, 2018, references to 35% are replaced with 21%.

~~Distributions to Qualified Shareholders~~. In addition, the discussion in the Prospectus is further supplemented by inserting the paragraphs below at the end of the subsection with the heading “Material U.S. Federal Income Tax Considerations - Taxation of Non-U.S. Stockholders - Distributions.”

~~Distributions to Qualified Shareholders~~. Subject to the exception discussed below, for purposes of any distribution on or after December 18, 2015 to a “qualified shareholder” who holds REIT stock directly (or indirectly through one or more partnerships), such REIT stock will not be treated as a “United States real property interest” and, thus, such distribution should not be subject to special rules under FIRPTA. However, a “qualified shareholder” with one or more “applicable investors” (i.e., persons other than “qualified shareholders” who hold interests in the “qualified shareholder” (other than interests solely as a creditor), and hold (or are deemed to hold under attribution rules) more than 10% of the stock of such REIT (whether or not by reason of the investor’s ownership in the “qualified shareholder”)), as well as such applicable investors, may be subject to FIRPTA rules.

A “qualified shareholder” is a foreign person that (i) either is eligible for the benefits of a comprehensive income tax treaty with the United States which includes an exchange of information program and whose principal class of interests is listed and regularly traded on one or more recognized stock exchanges (as defined in such comprehensive income tax treaty), or is a foreign partnership that is created or organized under foreign law as a limited partnership in a jurisdiction that has an agreement for the exchange of information with respect to taxes with the United States and has a class of limited partnership units that is regularly traded on the NYSE or NASDAQ markets representing greater than 50% of the value of all the partnership units, (ii) is a qualified collective investment vehicle (defined below), and (iii) maintains records on the identity of each person who, at any time during the foreign person’s taxable year, is the direct owner of 5% or more of the class of interests or units (as applicable) described in (i), above.

A qualified collective investment vehicle is a foreign person that (i) would be eligible for a reduced rate of withholding with respect to ordinary dividends paid by a REIT under the comprehensive income tax treaty described above, even if such entity holds more than 10% of the stock of such REIT, (ii) is publicly traded, is treated as a partnership under the Code, is a withholding foreign partnership, and would be treated as a “United States real property holding corporation” during a specified period if it were a domestic corporation, or (iii) is designated as such by the Secretary of the Treasury and is either (a) fiscally transparent within the meaning of Section 894 of the Code, or (b) required to include dividends in its gross income, but is entitled to a deduction for distributions to its investors.

~~Qualified Foreign Pension Funds~~. With respect to any distribution after December 18, 2015 to a “qualified foreign pension fund” or an entity all of the interests of which are held by a “qualified foreign pension fund” who holds REIT stock directly (or indirectly through one or more partnerships), such distribution will not be subject to special rules under FIRPTA.

A qualified foreign pension fund is any trust, corporation, or other organization or arrangement (i) which is created or organized under the law of a country other than the U.S., (ii) which is established to provide retirement or pension benefits to participants or beneficiaries that are current or former employees (or persons designated by such employees) of one or more employers in consideration for services rendered, (iii) which does not have a single participant or beneficiary with a right to more than 5% of its assets or income, (iv) which is subject to government regulation and provides annual information reporting about its beneficiaries to the relevant tax authorities in the country in which it is established or operates, and (v) with respect to which, under the laws of the country in which it is established or operates, (A) contributions to such trust, corporation, organization or arrangement that would otherwise be subject to tax under such laws are deductible or excluded from the gross income of such entity or taxed at a reduced rate, or (B) taxation of any investment income of such trust, corporation, organization or arrangement is deferred or such income is taxed at a reduced rate.

The provisions of the Act relating to qualified shareholders, applicable investors, and qualified foreign pension funds are complex. Stockholders should consult their tax advisors with respect to the impact of the Act on them.

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~~Dispositions~~

In addition, the discussion in the Prospectus is further supplemented by inserting the paragraphs below at the end of the subsection with the heading “Material U.S. Federal Income Tax Considerations - Taxation of Non-U.S. Stockholders - Dispositions.”

~~Qualified Shareholders and Qualified Pension Funds. After December 18, 2015, a sale of our Class A common stock by:~~

~~a “qualified shareholder” without one or more applicable investors or~~

~~a “qualified pension fund”~~

who holds such Class A common stock directly (or indirectly through one or more partnerships) will not be subject to U.S. federal income taxation under FIRPTA. A “qualified shareholder” with one or more applicable investors may be subject to such rules.

The provisions of the Act relating to qualified shareholders, applicable investors and qualified foreign pension funds are complex. Stockholders should consult their tax advisors with respect to the impact of the Act on them.

~~FATCA Withholding~~

~~The discussion in the Prospectus under “Material U.S. Federal Income Tax Considerations - FATCA Withholding” is replaced in its entirety with the following:~~

Sections 1471 through 1474 of the Code and the Treasury regulations promulgated thereunder (commonly referred to as “FATCA”) generally impose a 30% withholding tax on U.S. source dividends and, beginning January 1, 2019, gross proceeds from the sale or other disposition of stock or property that is capable of producing U.S. source dividends paid to (i) a foreign financial institution (as defined in Section 1471(d)(4) of the Code) unless such foreign financial institution agrees, pursuant to an agreement with the U.S. Treasury Department or otherwise, to collect and disclose certain information regarding its direct and indirect U.S. owners (which, for this purpose, can include certain debt and equity holders of such foreign financial institution as well as the direct and indirect owners of financial accounts maintained by such institution) and satisfies certain other requirements, and (ii) certain other non-U.S. entities unless such entities provide the payor with information regarding certain direct and indirect U.S. owners of the entity, or certify that they have no such U.S. owners, and comply with certain other requirements. Withholding under FATCA is imposed on payments to foreign financial institutions and other applicable payees whether they receive such payments in the capacity of an intermediary or for their own account. Certain countries have entered into, and other countries are expected to enter into, agreements with the United States to facilitate the type of information reporting required under FATCA. While the existence of such agreements will not eliminate the risk that payments in respect of our Class A common stock will be subject to the withholding described above, these agreements are expected to reduce the risk of the withholding for investors in (or indirectly holding our Class A common stock through financial institutions in) those countries. Each non-U.S. stockholder and any U.S. stockholder holding our Class A common stock through a foreign financial institution is urged to consult its tax advisor about the possible impact of these rules on their investment in our Class A common stock, and the entities through which they hold our Class A common stock, including, without limitation, the process and deadlines for meeting the applicable requirements to prevent the imposition of this 30% withholding of tax under FATCA.

~~Tax Cuts and Jobs Act~~

As discussed above, the TCJA was enacted on December 22, 2017. The TCJA made a number of fundamental changes to the U.S. federal income taxation of individuals, corporations and estates. Moreover, the rules relating to REITS are constantly under review by the IRS and the U.S Treasury Department, which may result in new or significant changes to existing Treasury Regulations, statutes or interpretations thereof.

In addition to the statutory changes enacted by the TCJA referenced above, the TCJA generally reduced the U.S. federal income tax rate applicable to corporations from 35% to 21% for taxable years beginning after December 31, 2017. As a result, the relative competitive advantage a REIT may enjoy to the extent the REIT is not typically subject to corporate income tax may be diminished. On the other hand, as described above, the TCJA generally reduced the maximum U.S. federal income tax rate on ordinary REIT dividends received by non-corporate taxpayers from 39.6% to 37% and generally permits non-corporate taxpayers to deduct 20% of qualified REIT dividends. As further described above, the tax law changes enacted by the TCJA could significantly impact both business and financial results, as well as the tax consequences of an investment in our common stock.

~~Prospective investors are urged to consult their tax advisors regarding the effect of the TCJA and any other potential changes to United States federal tax law on an investment in our common stock.~~

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EXECUTIVE OFFICERS OF THE REGISTRANT

The information regarding our executive officers included in Part III, Item 10 of this Annual Report is incorporated herein by reference.

Item 1A. Risk Factors

Risk Factor Summary

The following summarizes the principal factors that make an investment in our Company speculative or risky, all of which are more fully described in the Risk Factors section below. This summary should be read in conjunction with the Risk Factors section below and should not be relied upon as an exhaustive summary of the material risks facing our business. The order of presentation is not necessarily indicative of the level of risk that each factor poses to us.

Risks Related to Our Business

~~We are dependent~~Our business model and the operations of our business involve risks, including those related to:

•our dependency on investments and the performance of those investments primarily in the healthcare ~~property sector, making our profitability more vulnerable to a downturn or slowdown in that specific sector than if~~sector;

•the competition we ~~were investing in multiple industries.~~

~~We concentrate our~~face for investments in the healthcare property sector. As a result, we are subject to risks inherent to investments in a single industry. A downturn or slowdown in the healthcare property sector would have a greater adverse impact on our business than if we had investments in multiple industries. Specifically, a downturn in the healthcare property sector could negatively impact the ability of our tenants to make lease payments to us as well as our ability to maintain rental and occupancy rates, which could adversely affect our business, financial condition and results of operations, the market price of our common stock and our ability to make distributions to our stockholders.

~~Our ability to make future acquisitions may be impeded, or the cost of these acquisitions may be increased, due to a variety of factors, including competition for the acquisition of~~ MOBs and other ~~facilities that serve the~~ healthcare ~~industry.~~facilities;

At any given time, we may be pursuing property acquisitions or have properties subject to letters of intent, but we cannot assure you that we will acquire any such properties because the letters of intent are non-binding and potential transaction opportunities are subject to a variety of factors, including: (i) the willingness of the current property owner to proceed with a potential transaction with us; (ii) our completion of due diligence that is satisfactory to us and our receipt of internal approvals; (iii) the negotiation and execution of mutually acceptable binding purchase agreements; and (iv) the satisfaction of closing conditions, including our receipt of third-party consents and approvals. We also compete with many other entities engaged in real estate investment activities for the acquisition of MOBs and other facilities that serve the healthcare industry, including national, regional and local operators, acquirers and developers of healthcare properties. The competition for the acquisition of healthcare properties may significantly increase the prices we must pay for MOBs and other facilities that serve the healthcare industry or other real estate related assets we seek to acquire. This competition may also effectively limit the number of suitable investment opportunities offered to us or the number of properties that we are able to acquire, and may increase the bargaining power of property owners seeking to sell to us, making it more difficult for us to acquire new properties on attractive terms. The potential sellers of our acquisition targets may find our competitors to be more attractive purchasers because they may have greater resources, may be willing to pay more to acquire the properties or may have a more compatible operating philosophy. In particular, larger healthcare REITs may enjoy significant competitive advantages over us that result from, among other things, a lower cost of capital and enhanced operating efficiencies. Moreover, our competitors generally may be able to accept more risk with respect to their acquisitions than we can prudently manage or are willing to accept. In addition, the number of our competitors and the amount of funds competing for suitable investment properties may increase, which could result in increased demand for these properties and, therefore, increased prices to acquire them. Because of an increased interest in single-property acquisitions among tax-motivated individual purchasers, we may pay higher prices for the purchase of single properties in comparison with the purchase of multi-property portfolios. If we pay higher prices for MOBs and other facilities that serve the healthcare industry, or otherwise incur significant costs and divert management attention in connection with the evaluation and negotiation of potential acquisitions, including potential transactions that we are subsequently unable or elect not to complete, our business, financial condition and results of operations, the market price of our common stock and our ability to make distributions to our stockholders may be adversely affected.

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~~We may not be able to maintain or expand~~ •our relationships with ~~hospitals, healthcare system and developers, which may impede our ability to identify and complete acquisitions directly from hospitals, healthcare~~certain tenants, health systems and developers, and may otherwise adversely affect our growth, business, financial condition and results of operations, the market price of our common stock and our ability to make distributions to our stockholders.hospitals;

The success of our business depends to a large extent on our past, current and future relationships with hospitals, healthcare systems and developers, including our ability to acquire properties directly from hospitals, healthcare systems and developers. We invest a significant amount of time to develop and maintain these relationships, and these relationships have helped us secure acquisition opportunities. Facilities that are acquired directly from hospitals, healthcare systems and developers are typically more attractive to us as a purchaser because of the absence of a formal competitive marketing process, which could lead to higher prices. If any of our relationships with hospitals, healthcare systems and developers deteriorates, or if a conflict of interest or a non-compete arrangement prevents us from expanding these relationships, our professional reputation within the industry could be damaged and we may not be able to secure attractive acquisition opportunities directly from hospitals, healthcare systems and developers in the future, which could adversely affect our ability to locate and acquire facilities at attractive prices.

~~Our results of operations, our ability to pay distributions to our stockholders and our ability to dispose of our investments are subject to~~ •general economic conditions ~~affecting the~~of commercial real estate and the credit ~~markets.~~markets;

Our business is sensitive to national, regional and local economic conditions, as well as the commercial real estate and credit markets. For example, a financial disruption or credit crisis could negatively impact the value of commercial real estate assets, contributing to a general slowdown in our industry. A slow economic recovery could cause a reduction in the overall volume of transactions, number of sales and leasing activities of the type that we previously experienced. We are unable to predict future changes in national, regional or local economic, demographic or real estate market conditions.

~~Adverse economic conditions in the commercial real estate and credit markets may result in:~~

~~defaults by tenants at our properties due to bankruptcy, lack of liquidity or operational failures;~~

~~increases in vacancy rates due to tenant defaults, the expiration or termination of tenant leases and reduced demand for MOBs and other facilities that serve the healthcare industry;~~

~~increases in tenant inducements, tenant improvement expenditures, rent concessions or reduced rental rates, especially to maintain or increase occupancies at our properties;~~

reduced values of our properties, thereby limiting our ability to dispose of our assets at attractive prices or obtain debt financing secured by our properties on satisfactory terms, as well as reducing the availability of unsecured loans;

the value and liquidity of our short-term investments and cash deposits being reduced as a result of a deterioration of the financial condition of the institutions that hold our cash deposits or the institutions or assets in which we have made short-term investments, the dislocation of the markets for our short-term investments, increased volatility in market rates for such investment and other factors;

one or more lenders under our credit facilities refusing to fund their financing commitments to us and, in such event, we are unable to replace the financing commitments of any such lender or lenders on favorable terms, or at all;

a recession or rise in interest rates, which could make it more difficult for us to lease our properties or dispose of our properties or make alternative interest-bearing and other investments more attractive, thereby lowering the relative value of our existing real estate investments;

~~one or more counterparties to our interest rate swaps default on their obligations to us, thereby increasing the risk that we may not realize the benefits of these instruments;~~

~~increases in~~ •the supply of competing properties or decreases in the demand for our properties, which may impact our ability to maintain or increase occupancy levels and rents at our properties or to dispose of our investments; and

increased insurance premiums, real estate taxes or energy costs or other expenses, which may reduce funds available for distribution to our stockholders or, to the extent such increases are passed through to our tenants, may lead to tenant defaults, tenant turnover, or make it difficult for us to increase rents to tenants on lease turnoverexternal capital which may limit our ability to ~~increase our returns.~~

Our business, financial condition and results of operations, the market price of our common stock and our ability to pay distributions to our stockholders may be adversely affected to the extent an economic slowdownmake new investments, refinance debt, or ~~downturn is prolonged or becomes more severe.~~

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~~Our growth depends on external sources of capital that are outside of our control, which may affect our ability to seize strategic opportunities, satisfy debt obligations and~~ make distributions to our ~~stockholders.~~stockholders;

In order to qualify as a REIT, we must distribute to our stockholders, on an annual basis, at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains. Because of these distribution requirements, we may not be able to fund future capital needs, including any necessary acquisition financings, from operating cash flow. Consequently, we may need to rely on third-party sources to fund our capital needs, meet our debt service obligations, make distributions to our stockholders or make future investments necessary to implement our business strategy. We may not be able to obtain financing on favorable terms, in the time period we desire, or at all. Our access to third-party sources of capital depends, in part, on a number of factors, including: general market conditions; the market’s perception of our growth potential; our current debt levels; our current and expected future earnings; our cash flow and cash distributions; and the market price per share of our common stock. If we cannot obtain capital from third-party sources, we may not be able to acquire properties when strategic opportunities exist, satisfy our principal and interest obligations to our lenders or make the cash distributions to our stockholders necessary to maintain our qualification as a REIT.

~~Our success depends to a significant degree upon~~ •the continued ~~contributions of certain key personnel, each of whom would be difficult to replace. If we were to lose the benefit of the experience, efforts~~involvement and ~~abilities of one or more of these individuals, our operating results could suffer.~~

~~Our ability to achieve our investment objectives and to pay distributions is dependent upon the performance~~contributions of our Board ~~of Directors,~~members and certain key personnel;

•significant stockholders attempt to effect changes at our ~~executive officers and~~company or acquire control over our other employees, in the identification and acquisition of investments, the determination and finalization of our financing arrangements, the asset management of our investments, and the operation of our day-to-day activities. Our stockholders will have no opportunity to evaluate the terms of transactions or other economic or financial data concerning our investments that are not described in this Annual Report or other periodic filings with the SEC. We rely primarily on the management ability of our executive officers and the governance by the members of our Board of Directors, each of whom would be difficult to replace. We do not have any key-person life insurance on our executive officers. Although we have entered into employment agreements with each of our executive officers, these employment agreements contain various termination and resignation rights. If we were to lose the benefit of the experience, efforts and abilities of these executives, without satisfactory replacements, our operating results could suffer. In addition, if any member of our Board of Directors were to resign, we would lose the benefit of such director’s governance, experience and familiarity with us and the sector within which we operate. As a result of the foregoing, we may be unable to achieve our investment objectives or to pay distributions to our stockholders.company;

~~We rely on information technology in our operations; any~~ •material ~~failure, inadequacy, interruption or security failure of that technology could harm our business, results of operations and financial condition.~~

•internal investigations related to the ~~data maintained in those systems, it is possible that our safety~~whistleblower policy; and ~~security~~

•pandemics and other health concerns, including the ongoing COVID-19 pandemic, and measures ~~will not be able~~intended to prevent ~~the systems’ improper functioning~~ or damage, or the improper access or disclosure of personally identifiable information such as in the event of cyber-attacks. Security breaches, including physical or electronic break-ins, computer viruses, attacks by hackers and similar breaches, can create system disruptions, shutdowns or unauthorized disclosure of confidential information. Any failure to maintain proper function, security and availability of our information systems could interrupt our operations, damage our reputation, subject us to liability claims or regulatory penalties and could have an adverse effect on our business, results of operations and financial condition.limit their spread.

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Risks Related to ~~our~~Our Organizational Structure

~~We may~~Our organizational structure involves exposure to risks, including those related to:

•our acquisitions of property in exchange for limited partnership ~~units of our operating partnership on terms~~interests that could limit our liquidity or ~~our flexibility.~~flexibility;

~~We may continue~~•possible changes to acquire properties by issuing limited partnership units of our operating partnership, HTALP, in exchange for a property owner contributing property to us. If we continue to enter into such transactions in order to induce the contributors of such properties to accept units of our operating partnership rather than cash in exchange for their properties, it may be necessary for us to provide additional incentives. For instance, our operating partnership’s limited partnership agreement provides that any holder of units may exchange limited partnership units on a one-for-one basis for, at our option, cash equal to the value of an equivalent number of shares of common stock. We may, however, enter into additional contractual arrangements with contributors of property under which we would agree to repurchase a contributor’s units for shares of our common stock or cash, at the option of the contributor, at set times. If the contributor required us to repurchase units for cash pursuant to such a provision, it would limit our liquidity and, thus, our ability to use cash to make other investments, satisfy other obligations or make distributions to stockholders. Moreover, if we were required to repurchase units for cash at a time when we did not have sufficient cash to fund the repurchase, we might be required to sell one or more of our properties to raise funds to satisfy this obligation. Furthermore, we might agree that if distributions the contributor received as a limited partner in our operating partnership did not provide the contributor with an established return level, then upon redemption of the contributor’s units we would pay the contributor an additional amount necessary to achieve that return. Such a provision could further negatively impact our liquidity and flexibility. Finally, in order to allow a contributor of a property to defer taxable gain on the contribution of property to our operating partnership, we might agree not to sell a contributed property for a defined period of time or until the contributor exchanged the contributor’s units for cash or shares. Such an agreement would prevent us from selling those properties, even if market conditions would allow such a sale to be favorable to us.

~~Our Board of Directors may change~~ our investment objectives ~~and major strategies and take other actions without seeking stockholder approval.~~

Our Board of Directors determines our investment objectives and major strategies, including our strategies regarding investments, financing, growth, debt capitalization, REIT qualification and distributions. Our Board of Directors may amend and/or ~~revise these and other~~ strategies without ~~a vote of the stockholders. Under our charter~~stockholder approval; and ~~Maryland law, our stockholders will have a right to vote only on the following matters:~~

~~the election or removal of directors;~~

~~our dissolution;~~

~~certain mergers, consolidations, conversions, statutory share exchanges and sales or other dispositions of all or substantially all of our assets; and~~

amendments of our charter, except that our Board of Directors may amend our charter without stockholder approval to change our name or the name or other designation, or the par value of any class or series of our stock and the aggregate par value of our stock, increase or decrease the aggregate number of our shares of stock or the number of our shares of any class or series that we have the authority to issue or effect certain reverse stock splits.

~~As a result, our stockholders will not have a right to approve most actions taken by our Board of Directors.~~

~~Certain~~•various provisions of Maryland law ~~could delay, defer~~ restricting our ability and/or ~~prevent~~timing to effect a change of control transaction.

Certain provisions of the Maryland General Corporation Law (“MGCL”) applicable to us may have the effect of inhibiting or deterring a third party from making a proposal to acquire us or of delaying or preventing a change of control under circumstances that otherwise could provide our stockholders with the opportunity to realize a premium over the then-prevailing market price of such shares, including:

provisions of the MGCL that permit our Board of Directors, without our stockholders’ approval and regardless of what is currently provided in our charter or bylaws, to implement certain takeover defenses, including adopting a classified board;

“business combination” provisions that, subject to limitations, prohibit certain business combinations, asset transfers and equity security issuances or reclassifications between us and an “interested stockholder” (defined generally as any person who beneficially owns, directly or indirectly, 10% or more of the voting power of our outstanding voting stock or an affiliate or associate of ours who, at any time within the two-year period immediately prior to the date in question, was the beneficial owner, directly or indirectly, of 10% or more of our then outstanding stock) or an affiliate of an interested stockholder for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter may impose supermajority voting requirements unless certain minimum price conditions are satisfied; and

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“control share” provisions that provide that holders of “control shares” of HTA (defined as shares which, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of issued and outstanding “control shares”) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.

In the case of the business combination provisions of the MGCL, our Board of Directors has adopted a resolution providing that any business combination between us and any other person is exempted from this statute, provided that such business combination is first approved by our Board. This resolution, however, may be altered or repealed in whole or in part at any time. In the case of the control share provisions of the MGCL, we have opted out of these provisions pursuant to a provision in our bylaws. We may, however, by amendment to our bylaws, opt in to the control share provisions of the MGCL. We may also choose to adopt a classified board or other takeover defenses in the future. Any such actions could deter a transaction that may otherwise be in the interest of our stockholders.

Risks Related to Investments in Real Estate and Other Real Estate Related Assets

~~We are dependent on~~ Investments in real estate and other real estate related assets expose us to risk, including risks related to:

•the financial stability of our ~~tenants.~~tenants, including the consequences to us from their bankruptcy or financial insolvency;

~~Lease payment defaults by our tenants would cause us to lose the revenue associated with such leases. Although 61%~~•concentrations or instability of our annualized base rent was derived from tenants (or their parent companies) that have a credit rating, a tenants’ credit rating (or its’ parents credit rating) is no guarantee of a tenant’s abilitytenant base;

•competition to perform its lease obligations and a parent company may choose not to satisfy the obligations of a subsidiary that fails to perform its obligations. If the property is subject to a mortgage, a default by a significant tenant on its lease payments to us may result in a foreclosure on the property if we are unable to find an alternative source of revenue to meet mortgage payments. In the event of a tenant default, we may experience delays in enforcing our rights as a landlord and we may incur substantial costs in protecting our investment and re-leasing our property, and we may not be able to re-lease the property for the rent previously received, if at all. Lease terminations and expirations could also reduce the value of our properties.

~~We face potential adverse consequences of bankruptcy or insolvency by our tenants.~~

We are exposed to the risk that our tenants could become bankrupt or insolvent. This risk would be magnified to the extent that a tenant leased space from us in multiple facilities. The bankruptcy and insolvency laws afford certain rights to a party that has filed for bankruptcy or reorganization. For example, a debtor-tenant may reject its lease with us in a bankruptcy proceeding. In such a case, our claim against the debtor-tenant for unpaid and future rents would be limited by the statutory cap of the U.S. Bankruptcy Code. This statutory cap might be substantially less than the remaining rent actually owed to us under the lease, and it is quite likely that any claim we might have against the tenant for unpaid rent would not be paid in full. In addition, a debtor-tenant may assert in a bankruptcy proceeding that its lease should be re-characterized as a financing agreement. If such a claim is successful, our rights and remedies as a lender, compared to our rights and remedies as a landlord, would generally be more limited.

~~Our tenant base may not remain stable or could become more concentrated which could harm our operating results and financial condition.~~

Our tenant base may not remain stable or could become more concentrated among particular physicians and physician groups with varying practices and other medical service providers in the future. Subject to the terms of the applicable leases, our tenants could decide to leave our properties for numerous reasons, including, but not limited to, financial stress or changes in the tenant’s ownership or management. Our tenants service the healthcare industry and our tenant mix could become even more concentrated if a preponderance of our tenants practice in a particular medical field or are reliant upon a particular healthcare system. If any of our tenants become financially unstable, our operating results and prospects could suffer, particularly if our tenants become more concentrated.

~~Our MOBs, developments, redevelopments, and other facilities that serve the healthcare industry and our tenants may be subject to competition.~~

Our MOBs, developments, redevelopments, and other facilities that serve the healthcare industry often face competition from nearby hospitals, developers, and other MOBs that provide comparable services. Some of those competing facilities are owned by governmental agencies and supported by tax revenues, while others are owned by nonprofit corporations and may be supported to a large extent by endowments and charitable contributions. These types of financial support are not available to buildings we own or develop.

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Similarly, our tenants face competition from other medical practices in nearby hospitals and other medical facilities. Further, referral sources, including physicians and managed care organizations, may change their lists of hospitals or physicians to which they refer patients. Competition and loss of referrals could adversely affect our tenants’ ability to make rental payments, which could adversely affect our rental revenues. Any reduction in rental revenues resulting from the inability of our MOBs and other ~~facilities that serve~~ property types with other real estate not owned by us;

•the ~~healthcare industry and our tenants to compete successfully may have an adverse effect on our business,~~ongoing financial ~~condition and results of operations, the market price of our common stock and our ability to make distributions to our stockholders.~~

The hospitals on whose campuses our MOBs are located and their affiliated healthcare systems could fail to remain competitive or financially viable, which could adversely impact their ability to attract physicians and physician groups to our MOBs and our other facilities that serve the healthcare industry.

~~Our MOB operations and other facilities that serve the healthcare industry depend on the~~ viability of ~~the~~tenant groups, hospitals, ~~on whose campuses our MOBs are located~~ and ~~their affiliated healthcare~~related health systems ~~in order~~relevant to attract physicians and other healthcare-related users. The viability of these hospitals, in turn, depends on factors such as the quality and mix of healthcare services provided, competition, demographic trends in the surrounding community, market position and growth potential, as well as the ability of the affiliated healthcare systems to provide economies of scale and access to capital. If a hospital whose campus is located on or near one of our MOBs is unable to meet its financial obligations, and if an affiliated healthcare system is unable to support that hospital, the hospital may not be able to compete successfully or could be forced to close or relocate, which could adversely impact its ability to attract physicians and other healthcare-related users. Because we rely on our proximity to and affiliations with these hospitals to create tenant demand for space in our MOBs, their inability to remain competitive or financially viable, or to attract physicians and physician groups, could adversely affect our MOB operations and have an adverse effect on us.us;

~~The~~•the unique nature of certain of our ~~properties,~~property types, including our senior ~~healthcare properties, may make it difficult~~care facilities;

•the impact to ~~lease~~us of climate change and severe weather;

•uninsured losses or ~~transfer our property or find replacement tenants, which could require us to spend considerable capital to adapt~~ the ~~property to an alternative use or otherwise negatively affect our performance.~~

~~Some~~potential of the properties we own or may seek to acquire are specialized medical facilities or otherwise designed or built for a particular tenant of a specific type of use known as a single use facility. For example, senior healthcare facilities present unique challenges with respect to leasing and transfer. Skilled nursing, assisted living and independent living facilities are typically highly customized and may not be easily modified to accommodate non-healthcare-related uses. The improvements generally required to conform a property to healthcare use, such as upgrading electrical, gas and plumbing infrastructure, are costly and oftentimes operator-specific. As a result, these property types may not be suitable for lease to traditional office tenants or other healthcare tenants with unique needs without significant expenditures or renovations. A new or replacement tenant may require different features in a property, depending on that tenant’s particular operations.

~~If we or our tenants terminate or do not renew the leases for~~ our properties ~~or our tenants lose their regulatory authority~~and operations to ~~operate such properties or default on their lease obligations to us for any reason, we may not~~ be able to locate, or may incur additional costs to locate, suitable replacement tenants to lease the properties for their specialized uses. Alternatively, we may be required to spend substantial amounts to modify a property for a new tenant, or for multiple tenants with varying infrastructure requirements, before we are able to re-lease the space or we could otherwise incur re-leasing costs. Furthermore, because transfers of healthcare facilities may be subject to regulatory approvals not required for transfers of other types of property, there may be significant delays in transferring operations of senior healthcare facilities to successor operators. Any loss of revenues or additional capital expenditures required as a result may have an adverse effect on our business, financial condition and results of operations, the market price of our common stock and under-insured;

•our ability to ~~make distributions~~integrate acquired assets with existing operations or our failure to ~~our stockholders.~~operate newly acquired assets successfully;

•the impact to us of increases in property taxes;

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~~Uninsured losses relating to real estate and lender requirements to obtain insurance may reduce stockholder returns.~~

~~There are types of losses relating to real estate, generally catastrophic in nature, such as losses due to wars, acts of terrorism, earthquakes, floods, hurricanes, pollution~~•limitations or ~~environmental matters, for which we do not intend to obtain insurance unless we are required to do so by mortgage lenders. If any~~restrictions on the use of our properties ~~incurs a casualty loss that is not fully covered by insurance,~~ from existing ground lease or other arrangements;

•the ~~value~~risks to us of our assets will be reduced by any such uninsured loss. In addition, other than any reserves we may establish, we have no source of funding to repair or reconstruct any uninsured damaged property, and we cannot assure our stockholders that any such sources of funding will be available to us for such purposes in the future. Also, to the extent we must pay unexpectedly large amounts for uninsured losses, we could suffer reduced earnings that would result in less cash to be distributed to our stockholders. In cases where we are required by mortgage lenders to obtain casualty loss insurance for catastrophic events or terrorism, such insurance may not be available, or may not be available at a reasonable cost, which could inhibit our ability to finance or refinance our properties. Additionally, if we obtain such insurance, the costs associated with owning a property would increase and could have an adverse effect on the net income from the property and, thus, the cash available for distribution to our stockholders.

~~We may fail to successfully operate acquired properties.~~

~~Our ability to successfully operate any properties is subject to the following risks:~~

~~we may acquire properties that are not initially accretive to our results upon acquisition and we may not successfully manage and lease those properties to meet our expectations;~~

~~we may spend more than budgeted to make necessary improvements or renovations to acquired properties;~~

we may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties, into our existing operations and, as a result, our results of operations and financial condition could be adversely affected;

~~market conditions may result in higher than expected vacancy rates and lower than expected rental rates; and~~

we may acquire properties subject to liabilities, including contingent liabilities, and without any recourse, or with only limited recourse, with respect to unknown liabilities for the clean-up of undisclosed environmental contamination, claims by tenants or other persons dealing with former owners of the properties, liabilities, claims, and litigation, including indemnification obligations, whether or not incurred in the ordinary course of business, relating to periods prior to or following our acquisitions, claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties, and liabilities for taxes relating to periods prior to our acquisitions.

If we are unable to successfully operate acquired properties, our financial condition, results of operations, the market price of our common stock, cash flow and ability to satisfy our principal and interest obligations and to make distributions to our stockholders could be adversely affected.

We may not be able to control our operating costs or our expenses may remain constant or increase, even if our revenue does not increase, which could cause our results of operations to be adversely affected.

Factors that may adversely affect our ability to control operating costs include the need to pay for insurance and other operating costs, including real estate taxes, which could increase over time, the need periodically to repair, renovate and re-let space, the cost of compliance with governmental regulation, including zoning and tax laws, the potential for liability under applicable laws, interest rate levels and the availability of financing. If our operating costs increase as a result of any of the foregoing factors, our results of operations may be adversely affected. The expenses of owning and operating MOBs and other facilities that serve the healthcare industry are not necessarily reduced when circumstances such as market factors and competition cause a reduction in income from the property. As a result, if our revenue declines, we may not be able to reduce our expenses accordingly. Certain costs associated with real estate investments may not be reduced even if a property is not fully occupied or other circumstances cause our revenues to decrease. If one or more of our properties is mortgaged and we are unable to meet the mortgage payments, the lender could foreclose on the mortgage and take possession of the properties, resulting in a further reduction in our net income.

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~~Increases in property taxes could adversely affect our cash flow.~~

Our properties are subject to real and personal property taxes that may increase as tax rates change and as the real properties are assessed or reassessed by taxing authorities. Some of our leases generally provide that the property taxes or increases therein are charged to the tenants as an expense related to the real properties that they occupy, while other leases provide that we are generally responsible for such taxes. We are also generally responsible for real property taxes related to any vacant space. In any case, as the owner of the properties, we are ultimately responsible for payment of the taxes to the applicable government authorities. If real property taxes increase, our tenants may be unable to make the required tax payments, ultimately requiring us to pay the taxes even if the tenant is obligated to do so under the terms of the lease. If we fail to pay any such taxes, the applicable taxing authority may place a lien on the real property and the real property may be subject to a tax sale.

Our ownership of certain MOB properties and other facilities are subject to ground leases or other similar agreements which limit our uses of these properties and may restrict our ability to sell or otherwise transfer such properties.

As of December 31, 2017, we held interests in MOB properties and other facilities that serve the healthcare industry through leasehold interests in the land on which the buildings are located and we may acquire additional properties in the future that are subject to ground leases or other similar agreements. As of December 31, 2017, these properties represented 38% of our total GLA. Many of our ground leases and other similar agreements limit our uses of these properties and may restrict our ability to sell or otherwise transfer such properties without the ground landlord’s consent, which may impair their value.

~~Our real estate~~ development, redevelopment and construction ~~platform is subject~~activities;

•the impact to ~~risks that could adversely impact our results of operations.~~

~~A component~~us of our current growth strategy is, when appropriate, to pursue accretive development and redevelopment projects. However, there are inherent risks associated with these development and redevelopment projects, including, but not limited to the following:

~~The development costs of a project may exceed budgeted amounts, causing the project to be not profitable or incur a loss;~~

~~We may encounter delays as a result of a variety of factors that are beyond our control, including natural disasters, material shortages, and regulatory requirements;~~

~~Time required to complete the construction of a project or to lease up the completed project may be greater than originally anticipated, thereby adversely affecting our cash flows and liquidity;~~

Lease rates and rents at newly developed or redeveloped properties may fluctuate based on factors beyond our control, including market and economic conditions as well as aforementioned budget overages;

~~We may be unable to obtain favorable financing terms to fund our development projects;~~

Financing arrangements may require certain milestones, covenants, and other contractual terms that may be violated if the performance of our development and redevelopment projects differs from our projected income; and

~~Demand from prospective tenants may be reduced due to competition from other developers.~~

~~Uncertain market conditions relating to the future~~ disposition of ~~properties or other real estate related assets could cause us to sell our properties or~~ real estate assets and the corresponding market rates and terms for those dispositions being on unfavorable ~~terms or at a loss in~~ terms;

•the ~~future.~~

We intend to hold our various real estate investments until such time as we determine that a sale or other disposition appears to be advantageous to achieve our investment objectives. Our Chief Executive Officer and our Boardimpact of Directors may exercise their discretion as to whether and when to sell a property and we will have no obligation to sell properties at any particular time. Our Board of Directors may also choose to effect a liquidity event in which we liquidate our investments in other real estate related assets. We generally intend to hold properties for an extended period of time and our mortgage investments until maturity, and we cannot predict with certainty the various market conditions affecting real estate investments that will exist at any particular time in the future. Because of the uncertainty of market conditions that may affect the future disposition of our properties, we may not be able to sell our properties at a profit in the future or at all, and we may incur prepayment penalties in the event we sell a property subject to a mortgage earlier than we otherwise had planned. Additionally, if we liquidate our mortgage investments prior to their maturity, we may be forced to sell those investments on unfavorable terms or at a loss. For instance, if we are required to liquidate mortgage loans at a time when prevailing interest rates are higher than the interest rates of such mortgage loans, we would likely sell such loans at a discount to their stated principal values. Any inability to sell a property or liquidation of a mortgage investment prior to maturity could adversely impact our business, financial condition and results of operation, the market price of our common stock and ability to pay distributions to our stockholders.

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~~The mortgage or other real estate-related loans in which we have in the past, and may in the future, invest may be impacted by~~ unfavorable real estate market conditions ~~and delays in liquidation, which could decrease their value.~~

~~If we make additional investments in real estate notes receivable, we will be at risk of loss~~ on those investments, including losses as a result of borrower defaults on mortgage loans. These losses may be caused by many conditions beyond our control, including economic conditions affecting real estate values, tenant defaults and lease expirations, interest rate levels and the other economic and liability risks associated with real estate as described elsewhere under this heading. Furthermore, if there are borrower defaults under our mortgage ~~loan investments, we may not be able~~or real-estate loans;

•the impact of risks related to foreclose on or obtain a suitable remedy with respect to such investments. Specifically, we may not be able to repossess and sell the properties under our mortgage loans quickly, which could reduce the value of our investment. For example, an action to foreclose on a property securing a mortgage loan is regulated by state statutes and rules and is subject to many of the delays and expenses of lawsuits if the defendant raises defenses or counterclaims. In the event of a borrower default, these restrictions, among other things, may impede our ability to foreclose on or sell the mortgaged property or to obtain proceeds sufficient to repay all amounts due to us on the mortgage loan. Additionally, if we acquire property by foreclosure following a borrower default under our mortgage loan investments, we will have the economic and liability risks as the owner described above. Thus, we do not know whether the values of the property securing any of our investments in, ~~real estate related assets will remain at~~ or originations of, mezzanine loans;

•the ~~levels existing on the dates we initially make the related investment. If the values~~impact to us of the ~~underlying properties decline, our risk will increase and the value~~variability of ~~our interests may decrease.~~

~~Lease rates under our long-term leases may be lower than fair~~ market lease rates, ~~over time.~~

~~We have entered into and may in the future enter into long-term~~including those on longer-term leases or for leases with ~~tenants at certain of~~ contractual lease rates; and

•our properties. Certain of our long-term leases provide for rent to increase over time. However, if we do not accurately judge the potential for increases in market rental rates, we may set the terms of these long-term leases at levels such that even after contractual rental increases, the rent under our long-term leases is less than then-current market rental rates. Further, we may have no ability to terminate those leases or to adjust the rent to then-prevailing market rates. As a result, our income and distributions could be lower than if we did not enter into long-term leases.

Rents associated with new leases for properties in our portfolio may be less than expiring rents (lease roll-down) on existing leases, which may adversely affect our financial condition, results of operations and cash flow.

Our operating results depend upon our ability to maintain and increase rental rates at our properties while also maintaining or increasing occupancy. The rental rates for expiring leases may be higher than starting rental rates for new leases and we may also be required to offer greater rental concessions than we have historically. The rental rate spread between expiring leases and new leases may vary both from property to property and among different leased spaces within a single property. If we are unable to obtain sufficient rental rates across our portfolio, our business, financial condition and results of operation, the market price of our common stock and ability to pay distributions to our stockholders could be adversely affected.

~~Costs associated with complying~~compliance with the Americans with Disabilities Act of 1990 ~~may result in unanticipated expenses.~~and other similar legislature.

~~Under the ADA, all places~~

Table of public accommodation are required to meet certain U.S. federal requirements related to access and use by disabled persons. A number of additional U.S. federal, state and local laws may also require modifications to our properties, or restrict certain further renovations of the properties, with respect to access thereto by disabled persons. Noncompliance with the ADA could result in the imposition of fines or an award of damages to private litigants and/or an order to correct any non-complying feature, which could result in substantial capital expenditures. We have not conducted an audit or investigation of all of our properties to determine our compliance and we cannot predict the ultimate cost of compliance with the ADA or other legislation. If one or more of our properties is not in compliance with the ADA or other related legislation, then we would be required to incur additional costs to bring the facility into compliance. If we incur substantial costs to comply with the ADA or other related legislation, our business, financial condition and results of operations, the market price of our common stock and ability to make distributions to our stockholders may be adversely affected.Contents

Risks Related to the Healthcare Industry

New laws or regulations affecting the heavily regulated healthcare industry, changes to existing laws or regulations, loss of licensure or failure to obtain licensure could result in the inability of our tenants to make rent payments to us.

~~The healthcare industry is heavily regulated by federal, state and local governmental agencies.~~ Our tenants generally are subject to laws and regulations covering, among other things, licensure, certification for participation in government programs, and relationships with physicians and other referral sources. Changes in these laws and regulations could negatively affect the ability of our tenants to make lease payments to us and our ability to make distributions to our stockholders.

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Many of our medical properties and our tenants may require a license or multiple licenses or a CON to operate. Failure to obtain a license or a CON or loss of a required license or a CON would prevent a facility from operating in the manner intended by the tenant. These events could adversely affect our tenants’ ability to make rent payments to us. State and local laws also may regulate expansion, including the addition of new beds or services or acquisition of medical equipment, and the construction of facilities that servedependence on the healthcare industry ~~by requiring a CON or other similar approval. State CON~~ involves risks to us, including those related to:

•laws ~~are not uniform throughout~~affecting the ~~U.S.~~healthcare industry, healthcare legislation reform, and ~~are subject to change. We cannot predict the impact of state CON laws on our facilities or the operations~~licensure of our ~~tenants.~~tenants;

In limited circumstances, loss of state licensure or certification or closure of a facility could ultimately result in loss of authority to operate the facility and require new CON authorization to re-institute operations. As a result, a portion of the value of the facility may be reduced, which would adversely impact our business, financial condition and results of operations, the market price of our common stock and our ability to make distributions to our stockholders.

Comprehensive healthcare reform legislation could adversely affect our business, financial condition and results of operations, the market price of our common stock and our ability to pay distributions to stockholders.

In March 2010, President Obama signed the Affordable Care Act. The Affordable Care Act, along with other healthcare reform efforts has resulted in comprehensive healthcare reform in the U.S. through a phased approach, which began in 2010 and will conclude in 2018. It remains difficult to predict the impact of these laws on us due to their complexity, lack of implementing regulations or interpretive guidance, and the gradual implementation of the laws over a multi-year period. During the 2016 Presidential and Congressional campaigns, Republicans promised they would seek the repeal of the Affordable Care Act. On January 20, 2017, newly-sworn-in President Trump issued an executive order aimed at seeking the prompt repeal of the Affordable Care Act, and directed the heads of all executive departments and agencies to minimize the economic and regulatory burdens of the Affordable Care Act to the maximum extent permitted by law. In addition, there have been and continue to be numerous Congressional attempts to amend and repeal the law. We cannot predict whether any of these attempts to amend or repeal the law will be successful. The future of the Affordable Care Act is uncertain and any•adverse changes to existing laws and regulations, including the Affordable Care Act’s repeal, modification or replacement, could have a long-term financial impact on the delivery of and payment for healthcare. Both our tenants and us may be adversely affected by the law or its repeal, modification or replacement.

~~Reductions~~ in reimbursement ~~from third party payors, including Medicare and Medicaid, could adversely affect the profitability of our tenants and hinder their ability to make rent payments to us.~~

Sources of revenue for our tenants may include the federal Medicare program, state Medicaid programs, private insurance carriers, health maintenance organizations, preferred provider arrangements and self-insured employers, among others. Changes in the reimbursement rate or methods of paymentrates from third-party payors ~~including~~to our tenants;

•government budget deficits and reduced appropriations to Medicare and ~~Medicaid, could impact~~ Medicaid; and

•the ~~revenue~~violation of ~~our tenants.~~

The healthcare industry also faces various challenges, including increased government and private payor pressure on healthcare providers to control or reduce costs. A focus on controlling costs could have an adverse effect on the financial condition of some or all of our tenants. The financial impact onlaws by our tenants, could restrict their ability to make rent payments to us, which would have an adverse effect on our business, financial condition and results of operations and our ability to make distributions to our stockholders.

~~Government budget deficits could lead to a reduction in Medicaid and Medicare reimbursement, which could adversely affect the financial condition of our tenants.~~

Adverse U.S. economic conditions have negatively affected state budgets, which may put pressure on states to decrease reimbursement rates with the goal of decreasing state expenditures under state Medicaid programs. The need to control Medicaid expenditures may be exacerbated by the potential for increased enrollment in state Medicaid programs due to unemployment, declines in family incomes and eligibility expansions required by the recently enacted healthcare reform law. These potential reductions could be compounded by the potential for federal cost-cutting efforts that could lead to reductions in reimbursement rates under both the federal Medicare program and state Medicaid programs. Potential reductions in reimbursements under these programs could negatively impact the ability of our tenants and their ability to meet their obligations to us, which could, in turn, have an adverse effect on our business, financial condition and results of operations, the market price of our common stock and our ability to make distributions to our stockholders.

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~~Some tenants at our MOBs and our other facilities that serve the healthcare industry are subject to~~including fraud and abuse laws ~~the violation of which by a tenant may jeopardize the tenant~~’s ~~ability to make rent payments to us.~~and licensure violations.

As described in the Item 1 - Business, there are various federal and state laws prohibiting fraudulent and abusive business practices by healthcare providers who participate in, receive payments from, or are in a position to make referrals in connection with, government-sponsored healthcare programs, including the Medicare and Medicaid programs. In the ordinary course of their business, our tenants may be subject to inquiries, investigations and audits by federal and state agencies as well as whistleblower suits under the False Claims Act from private individuals. An investigation by a federal or state governmental agency for violation of fraud and abuse laws, a whistleblower suit, or the imposition of criminal/civil penalties upon one of our tenants could jeopardize that tenant’s ability to operate or to make rent payments. In turn, this may have an adverse effect on our business, financial condition and results of operations and our ability to make distributions to our stockholders.

Risks Related to Debt Financing

~~We have~~Our debt financing arrangements involve risks to us, including those related to:

•our dependence on indebtedness and ~~intend to incur indebtedness, which may increase our~~associated business risks, ~~could hinder~~including the hindrance of our ability to make ~~distributions and could decrease the value of our Company.~~distributions;

~~As of December 31, 2017, we had fixed and variable rate debt of $2.8 billion outstanding. We intend~~•changes to ~~continue to finance a portion~~or elimination of the ~~purchase price of our investments in real estate and other real estate related assets by borrowing funds. In addition, we~~London Inter-Bank Offered Rate;

•restrictive covenants that may incur mortgage debt and pledge some or all of our real properties as security for that debt to obtain funds to acquire additional real properties or for working capital. We may also borrow funds to satisfy the REIT tax qualification requirement that we distribute at least 90% of our annual ordinary taxable income to our stockholders. Furthermore, we may borrow if we otherwise deem it necessary or advisable to ensure that we maintain our qualification as a REIT for U.S. federal income tax purposes. We have historically maintained a low leveraged balance sheet and intend to continue to maintain this structure over the long run. However, our total leverage may fluctuate on a short term basis as we execute our business strategy.

High debt levels will cause us to incur higher interest charges, which would result in higher debt service payments and could be accompanied by restrictive covenants. If there is a shortfall between the cash flow from a property and the cash flow needed to service mortgage debt on that property, then the amount available for distributions to our stockholders may be reduced. In addition, incurring mortgage debt increases the risk of loss since defaults on indebtedness secured by a property may result in lenders initiating foreclosure actions. In that case, we could lose the property securing the loan that is in default, thus reducing the value of the Company. For tax purposes, a foreclosure of any of our properties will be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, we will recognize taxable income on foreclosure, but we would not receive any cash proceeds. We may give full or partial guarantees to lenders of mortgage debt to our affiliated entities that own our properties. When we give a guaranty on behalf of an affiliated entity that owns one of our properties, we will be responsible to the lender for satisfaction of the debt if it is not paid by our affiliated entity. If any mortgage contains cross-collateralization or cross-default provisions, a default by us on a single property could affect multiple properties. If any of our properties are foreclosed upon due to a default by us, our ability to pay cash distributions to our stockholders could be adversely affected.

~~Covenants in the instruments governing our existing indebtedness~~ limit our operational ~~flexibility~~flexibility; and ~~a covenant breach could adversely affect our operations.~~

The terms of the instruments governing our existing indebtedness require us to comply with a number of customary financial and other covenants. These provisions include, among other things: a limitation on the incurrence of additional indebtedness; limitations on mergers; investments; acquisitions; redemptions of capital stock; transactions with affiliates; and maintenance of specified financial ratios. Our continued ability to incur debt and operate our business is subject to compliance with these covenants, which limit our operational flexibility. Breaches of these covenants could result in defaults by us under applicable debt instruments, even if payment obligations are satisfied. Financial and other covenants that limit our operational flexibility, as well as defaults resulting from our breach of any of these covenants in our debt instruments, could have an •adverse ~~effect on our financial condition and results of operations.~~

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~~Adverse~~ changes in our credit ratings ~~could impair our ability~~and the potential inability for us to ~~obtain~~seek additional ~~debt and equity~~ financing on favorable terms, if at ~~all, and negatively impact the market price of our securities, including our common stock.~~all.

Our credit ratings are based on our operating performance, liquidity and leverage ratios, overall financial position and other factors employed by the credit rating agencies in their rating analysis of us. Our credit ratings can affect the amount and type of capital we can access, as well as the terms of any financings we may obtain. There can be no assurance that we will be able to maintain our current credit ratings, and, in the event that our current credit ratings deteriorate, we would likely incur higher borrowing costs and it may be more difficult or expensive for us to obtain additional financing or refinance existing obligations and commitments. Also, a downgrade in our credit ratings would trigger additional costs or other potentially negative consequences for us under our current and future credit facilities and debt instruments.

Risks Related to Joint Ventures

Our investments in joint venture arrangements involves risks to us that the terms of our agreements could impair our cash flow, operating flexibility and/or our results of operations.

Federal Income Tax Risks

We face risks related to certain tax laws and associated taxation of our company, including those related to:

•our failure to qualify as a REIT for U.S. federal income tax purposes;

•our ability to continue qualifying as a REIT; and

•ownership limits with respect to capital stock contained in our corporate charter may delay, defer or prevent a change of control or other transaction.

Risks Related to Our Common Stock and Forward Sale Agreements

Our common stock, including our common stock sold pursuant to forward sales agreements involves risks, including those related to:

•historical and possible future fluctuations in the price of our common stock;

•future offerings of debt securities ranking senior to our common stock, or our issuance of additional equity securities that may be senior and/or dilutive to our existing stockholders;

•changes in the frequency or amount of our dividends;

•increases in market interest rates;

•the failure of securities analysts to publish reports about us or the downgrading of our common stock and/or the healthcare real-estate sector;

•settlement provisions contained in our forward sale agreements resulting in dilution to our stockholders;

•the U.S. federal income tax treatment of cash we might receive from cash settlement of our forward sale agreements may jeopardize our qualification as a REIT; and

•in case of our bankruptcy or insolvency we would not receive the expected proceeds from any forward sales of our common stock.

Risks Related to the Merger

We face risks related to the proposed merger with Healthcare Realty Trust Incorporated, including those related to:

•the effect of the announcement and pendency of the merger agreement on our business;

•the satisfaction or waiver of certain conditions;

•litigation or other legal proceedings relating to the merger agreement; and

•the fact that the exchange ratio will not be adjusted in the event of changes in stock prices.

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Risk Factors

This section highlights significant factors, events and uncertainties that could create risk with an investment in our securities. The events and consequences discussed in these risk factors could, in circumstances we may not be able to accurately predict, recognize or control, have a material adverse effect on our business, growth, reputation, prospects, financial condition, operating results, cash flows, liquidity, ability to pay dividends and the price of our common stock. These risk factors do not identify all risks that we face. Our operations could also be affected by factors, events or uncertainties that are not presently known to us or that we currently do not consider to present significant risks to our operations.

Risks Related to Our Business

We are dependent on investments in the healthcare property sector, making our profitability more vulnerable to a downturn or slowdown in that specific sector than if we were investing in multiple industries.

We concentrate our investments in the healthcare property sector. As a result, we are subject to risks inherent to investments in a single industry. A downturn or slowdown in the healthcare property sector would have a greater adverse impact on our business than if we had investments in multiple industries. Specifically, a downturn in the healthcare property sector could negatively impact the ability of our tenants to make lease payments to us as well as our ability to maintain rental and occupancy rates, which could adversely affect our business, financial condition and results of operations, the market price of our common stock and our ability to make distributions to our stockholders.

Our ability to make future acquisitions may be impeded, or the cost of these acquisitions may be increased, due to a variety of factors, including competition for the acquisition of MOBs and other facilities that serve the healthcare industry.

At any given time, we may be pursuing property acquisitions or have properties subject to letters of intent, but we cannot assure you that we will acquire any such properties because the letters of intent are non-binding and potential transaction opportunities are subject to a variety of factors, including: (i) the willingness of the current property owner to proceed with a potential transaction with us; (ii) our completion of due diligence that is satisfactory to us and our receipt of internal approvals; (iii) the negotiation and execution of mutually acceptable binding purchase agreements; and (iv) the satisfaction of closing conditions, including our receipt of third-party consents and approvals. We also compete with many other entities engaged in real estate investment activities for the acquisition of MOBs and other facilities that serve the healthcare industry, including national, regional and local operators, acquirers and developers of healthcare properties. The competition for the acquisition of healthcare properties may significantly increase the prices we must pay for MOBs and other facilities that serve the healthcare industry or other real estate related assets we seek to acquire. This competition may also effectively limit the number of suitable investment opportunities offered to us or the number of properties that we are able to acquire, and may increase the bargaining power of property owners seeking to sell to us, making it more difficult for us to acquire new properties on attractive terms. The potential sellers of our acquisition targets may find our competitors to be more attractive purchasers because they may have greater resources, may be willing to pay more to acquire the properties, may have pre-existing relationships or may have a more compatible operating philosophy. In particular, larger healthcare REITs may enjoy significant competitive advantages over us that result from, among other things, a lower cost of capital and enhanced operating efficiencies. Moreover, our competitors generally may be able to accept more risk with respect to their acquisitions than we can prudently manage or are willing to accept. In addition, the number of our competitors and the amount of funds competing for suitable investment properties may increase, which could result in increased demand for these properties and, therefore, increased prices to acquire them. Because of an increased interest in single-property acquisitions among tax-motivated individual purchasers, we may pay higher prices for the purchase of single properties in comparison with the purchase of multi-property portfolios. If we pay higher prices for MOBs and other facilities that serve the healthcare industry, or otherwise incur significant costs and divert management attention in connection with the evaluation and negotiation of potential acquisitions, including potential transactions that we are subsequently unable or elect not to complete, our business, financial condition and results of operations, the market price of our common stock and our ability to make distributions to our stockholders may be adversely affected.

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We may not be able to maintain or expand our relationships with hospitals, healthcare systems and developers, which may impede our ability to identify and complete acquisitions directly from hospitals, healthcare systems and developers, and may otherwise adversely affect our growth, business, financial condition and results of operations, the market price of our common stock and our ability to make distributions to our stockholders.

Our results of operations, our ability to pay distributions to our stockholders and our ability to dispose of our investments are subject to general economic conditions affecting the commercial real estate and credit markets.

Adverse economic conditions in the commercial real estate and credit markets may result in:

•defaults by tenants at our properties due to bankruptcy, lack of liquidity or operational failures;

•increases in vacancy rates due to tenant defaults, the expiration or termination of tenant leases, and reduced demand for MOBs and other facilities that serve the healthcare industry;

•increases in tenant inducements, tenant improvement expenditures, rent concessions or reduced rental rates, especially to maintain or increase occupancy at our properties;

•reduced values of our properties, thereby limiting our ability to dispose of our assets at attractive prices or obtain debt financing secured by our properties on satisfactory terms, as well as reducing the availability of unsecured loans;

•the value and liquidity of our short-term investments and cash deposits being reduced as a result of a deterioration of the financial condition of the institutions that hold our cash deposits or the institutions or assets in which we have made short-term investments, the dislocation of the markets for our short-term investments, increased volatility in market rates for such investments and other factors;

•one or more lenders under our credit facilities refusing to fund their financing commitments to us and, in such event, we are unable to replace the financing commitments of any such lender or lenders on favorable terms, or at all;

•a recession or rise in interest rates, which could make it more difficult for us to lease our properties or dispose of our properties or make alternative interest-bearing and other investments more attractive, thereby lowering the relative value of our existing real estate investments;

•one or more counterparties to our interest rate swaps default on their obligations to us, thereby increasing the risk that we may not realize the benefits of these instruments;

•increases in the supply of competing properties or decreases in the demand for our properties, which may impact our ability to maintain or increase occupancy levels and rents at our properties or to dispose of our investments; and

•increased insurance premiums, real estate taxes or energy costs or other expenses, which may reduce funds available for distribution to our stockholders or, to the extent such increases are passed through to our tenants, may lead to tenant defaults, tenant turnover, or make it difficult for us to increase rents to tenants on lease turnover which may limit our ability to increase our returns.

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Our growth depends on external sources of capital that are outside of our control, which may affect our ability to seize strategic opportunities, satisfy debt obligations and make distributions to our stockholders.

Our success depends to a significant degree upon the continued contributions of our Board members, our interim Chief Executive Officer and other key personnel, each of whom would be difficult to replace. If we are unable to employ a satisfactory successor to our interim Chief Executive Officer or if we were to lose the benefit of the experience, efforts and abilities of one or more of these individuals, our operating results could suffer.

Our ability to achieve our investment objectives and to pay distributions is dependent upon the performance of our Board of Directors, our executive officers and our other employees. A special committee of our Board is currently engaged in a search process to identify and employ a successor to our interim Chief Executive Officer who was appointed following the resignation of our former Chairman and Chief Executive Officer effective August 2, 2021. If we are unable to employ a satisfactory replacement Chief Executive Officer or are unable to do so on a timely basis, our operating results could suffer. Our Board of Directors establishes important policies, governance objectives and strategic goals, and our management team serves a critical role in the identification and acquisition of investments, the determination and finalization of our financing arrangements, the asset management of our investments, and the operation of our day-to-day activities. Our stockholders will have no opportunity to evaluate the terms of transactions or other economic or financial data concerning our investments that are not described in our 2020 from 10-K or other filings with the Securities and Exchange Commission. We rely primarily on the management ability of our executive officers and the governance by the members of our Board of Directors, each of whom would be difficult to replace. We do not have any key-person life insurance on our executive officers. Although we have entered into employment agreements with each of our executive officers, these employment agreements contain various termination and resignation rights. If we were to lose the benefit of the experience, efforts and abilities of these executives, without satisfactory replacements, our operating results could suffer. In addition, if any member of our Board of Directors were to resign, we would lose the benefit of such director’s governance expertise and experience, and familiarity with us and the sector within which we operate. As a result of the foregoing, we may be unable to achieve our investment objectives or to pay distributions to our stockholders.

Significant stockholders may attempt to effect changes at our company or acquire control over our company, which could impact the pursuit of business strategies and adversely affect our results of operations and financial condition.

We recently received communications from an investor regarding our governance and strategic direction. Other investors could take steps to involve themselves in our governance and strategic direction. Activist investors may attempt to effect changes in our strategic direction and how we are governed, or to acquire control over the company. Some investors seek to increase short-term stockholder value by advocating corporate actions such as financial restructuring, increased borrowing, special dividends, stock repurchases, or even sales of assets or the entire company. While we welcome varying opinions from all shareholders, activist campaigns that contest or conflict with our strategic direction could have an adverse effect on our results of operations and financial condition as responding to proxy contests and other actions by activist shareholders can disrupt our operations, be costly and time-consuming, and divert the attention of our board and senior management from the pursuit of business strategies. In addition, perceived uncertainties as to our future direction as a result of changes to the composition of our board may lead to the perception of a change in the direction of the business, instability or lack of continuity which may be exploited by our competitors, may cause concern to our current or potential customers, may result in the loss of potential business opportunities and may make it more difficult to attract and retain qualified personnel and business partners. These types of actions could cause significant fluctuations in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business.

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We rely on information technology in our operations; any material failure, inadequacy, interruption or security failure of that technology could harm our business, results of operations and financial condition.

We rely on information technology networks and systems, including the Internet, to process, transmit and store electronic information, and to manage or support a variety of business processes, including financial transactions and records, personal identifying information, and tenant and lease data. Although we have taken steps to protect the security of our information systems and the data maintained in those systems, it is possible that our safety and security measures will not be able to prevent the systems’ improper functioning or damage, or the improper access or disclosure of personally identifiable information such as in the event of cyber-attacks. Security breaches, including physical or electronic break-ins, computer viruses, attacks by hackers and similar breaches, can create system disruptions, shutdowns or unauthorized disclosure of confidential information. Any failure to maintain proper function, security and availability of our information systems could interrupt our operations, damage our reputation, subject us to liability claims or regulatory penalties and could have an adverse effect on our business, results of operations and financial condition.

Our recently substantially completed internal investigation into circumstances relating to reports pursuant to our whistleblower policy could result in adverse consequences that would adversely affect our financial condition or results of operations.

We, with the assistance of outside legal counsel, and our board’s audit committee, with the assistance of independent legal counsel, recently substantially completed an internal investigation into circumstances relating to reports pursuant to our whistleblower policy. On November 4, 2021, we filed a Current Report on Form 8-K in which we reported on the results of the internal investigation. Although we concluded that the matters that were the subject of the ongoing investigation have not had a material adverse impact on the Company’s financial condition or results of operations, we cannot exclude the possibility of unanticipated adverse consequences of the internal investigation, including, but not limited to, the possibility that the Securities and Exchange Commission or other governmental authorities or regulators may commence investigations into the facts underlying our internal investigation; the consequences of any such government investigations, including the imposition of civil or criminal penalties; the risk that we may become subject to shareholder lawsuits, the defense of which may be costly; potential reputational harm resulting from the facts underlying the internal investigation; the possibility that executives or other employees may resign or be terminated; the impact of the investigation on historical financial statements; the effect of the internal investigation on our conclusions regarding the effectiveness of our internal control over financial reporting and our disclosure controls and procedures and on our ability to timely file the reports we are required to file with the Securities and Exchange Commission.

Pandemics and other health concerns, including the currently ongoing COVID-19 pandemic, and the measures intended to prevent their spread, could have a material adverse effect on our business, results of operations, cash flows and financial condition.

Pandemics, including the ongoing COVID-19 pandemic and those caused by possible new strains or mutations of the SARS-CoV-2 virus, as well as both future widespread and localized outbreaks of infectious diseases and other health concerns, and the measures taken to prevent the spread or lessen the impact, could cause a material disruption to our industry or deteriorate the economy as a whole. The impacts of such events could be severe and far-reaching, and may impact our operations in several ways. Such operational impacts include, but are not limited to, the following: (i) tenants could experience deteriorating financial conditions and be unable or unwilling to pay rent on time and in full; (ii) we may have to restructure tenants' obligations and may not be able to do so on terms that are favorable to us; (iii) inquiries and tours at our properties could decrease; (iv) move-ins and new tenanting efforts, and re-letting efforts could slow or stop altogether; (v) move-outs and potential early termination of leases thereunder could increase; (vi) operating expenses, including the costs of certain essential services or supplies, including payments to third-party contractors, service providers, and employees essential to ensure continuity in our building operations may increase; and (vii) costs of development, including expenditures for materials utilized in construction and labor essential to complete existing developments in progress may increase substantively.

Further, disruption in the real estate markets may restrict our ability to deploy capital for new investments, or limit our ability to make new investments on terms that are favorable to us.

Additionally, these types of events could cause severe economic, market and other disruptions worldwide which could stretch to bank lending, capital and other financial markets. If these markets are affected, future access to capital and other sources of funding could be constrained which could adversely affect the availability and terms of our future borrowings, our ability to refinance existing debt, our ability to draw on our revolving credit facility, and our ability to raise equity financing on terms that are favorable to us.

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Risks Related to Our Organizational Structure

We may structure acquisitions of property in exchange for limited partnership units of our operating partnership on terms that could limit our liquidity or our flexibility.

We may continue to acquire properties by issuing limited partnership units of our operating partnership, HTALP, in exchange for a property owner contributing property to us. If we continue to enter into such transactions in order to induce the contributors of such properties to accept units of our operating partnership rather than cash in exchange for their properties, it may be necessary for us to provide additional incentives. For instance, our operating partnership’s limited partnership agreement provides that any holder of units may exchange limited partnership units on a one-for-one basis for, at our option, cash equal to the value of an equivalent number of shares of common stock. We may, however, enter into additional contractual arrangements with contributors of property under which we would agree to repurchase a contributor’s units for shares of our common stock or cash, at the option of the contributor, at set times. If the contributor required us to repurchase units for cash pursuant to such a provision, it would limit our liquidity and, thus, our ability to use cash to make other investments, satisfy other obligations or make distributions to stockholders. Moreover, if we were required to repurchase units for cash at a time when we did not have sufficient cash to fund the repurchase, we might be required to sell one or more of our properties to raise funds to satisfy this obligation. Furthermore, we might agree that if distributions the contributor received as a limited partner in our operating partnership did not provide the contributor with an established return level, then upon redemption of the contributor’s units we would pay the contributor an additional amount necessary to achieve that return. Such a provision could further negatively impact our liquidity and flexibility. Finally, in order to allow a contributor of a property to defer taxable gain on the contribution of property to our operating partnership, we might agree not to sell a contributed property for a defined period of time or until the contributor exchanged the contributor’s units for cash or shares. Such an agreement would prevent us from selling those properties, even if market conditions would allow such a sale to be favorable to us.

Our Board of Directors may change our investment objectives and major strategies and take other actions without seeking stockholder approval.

Our Board of Directors determines our investment objectives and major strategies, including our strategies regarding investments, financing, growth, debt capitalization, REIT qualification and distributions. Our Board of Directors may amend or revise these and other strategies without a vote of the stockholders. Under our charter and Maryland law, our stockholders will have a right to vote only on the following matters:

•the election or removal of directors;

•our dissolution;

•certain mergers, consolidations, conversions, statutory share exchanges and sales or other dispositions of all or substantially all of our assets; and

•amendments of our charter, except that our Board of Directors may amend our charter without stockholder approval to change our name or the name or other designation or the par value of any class or series of our stock and the aggregate par value of our stock, increase or decrease the aggregate number of our shares of stock or the number of our shares of any class or series that we have the authority to issue or effect certain reverse stock splits.

As a result, our stockholders will not have a right to approve most actions taken by our Board of Directors.

Certain provisions of Maryland law could delay, defer or prevent a change of control transaction.

•provisions under Subtitle 8 of Title 3 of the MGCL that permit our Board of Directors, without our stockholders’ approval and regardless of what is currently provided in our charter or bylaws, to implement certain takeover defenses;

•“business combination” provisions that, subject to limitations, prohibit certain business combinations, asset transfers and equity security issuances or reclassifications between us and an “interested stockholder” (defined generally as any person who beneficially owns, directly or indirectly, 10% or more of the voting power of our outstanding voting stock or an affiliate or associate of ours who, at any time within the two-year period immediately prior to the date in question, was the beneficial owner, directly or indirectly, of 10% or more of our then outstanding stock) or an affiliate of an interested stockholder for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter may impose supermajority voting requirements unless certain minimum price conditions are satisfied; and

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•“control share” provisions that provide that holders of “control shares” of HTA (defined as shares which, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of issued and outstanding “control shares”) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.

Pursuant to a resolution adopted by our Board of Directors, we are prohibited from classifying the Board under Subtitle 8 unless stockholders entitled to vote generally in the election of directors approve a proposal to repeal such resolution by the affirmative of a majority of the votes cast on the matter. In the case of the business combination provisions of the MGCL, our Board of Directors has adopted a resolution providing that any business combination between us and any other person is exempted from this statute, provided that such business combination is first approved by our Board. This resolution, however, may be altered or repealed in whole or in part at any time. In the case of the control share provisions of the MGCL, we have opted out of these provisions pursuant to a provision in our bylaws. We may, however, by amendment to our bylaws, opt in to the control share provisions of the MGCL. We may also choose to adopt other takeover defenses in the future. Any such actions could deter a transaction that may otherwise be in the interest of our stockholders.

Risks Related to Investments in Real Estate and Other Real Estate Related Assets

We are dependent on the financial stability of our tenants.

Lease payment defaults by our tenants would cause us to lose the revenue associated with such leases. Although 58% of our annualized base rent was derived from tenants (or their parent companies) that have a credit rating, a tenants’ credit rating (or its’ parents credit rating) is no guarantee of a tenant’s ability to perform its lease obligations and a parent company may choose not to satisfy the obligations of a subsidiary that fails to perform its obligations. If the property is subject to a mortgage, a default by a significant tenant on its lease payments to us may result in a foreclosure on the property if we are unable to find an alternative source of revenue to meet mortgage payments. In the event of a tenant default, we may experience delays in enforcing our rights as a landlord and we may incur substantial costs in protecting our investment and re-leasing our property, and we may not be able to re-lease the property for the rent previously received, if at all. Lease terminations and expirations could also reduce the value of our properties.

We face potential adverse consequences of bankruptcy or insolvency by our tenants.

Our tenant base may not remain stable or could become more concentrated which could harm our operating results and financial condition.

Our MOBs, developments, redevelopments, and other facilities that serve the healthcare industry and our tenants may be subject to competition.

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Similarly, our tenants face competition from other medical practices in nearby hospitals and other medical facilities. Further, referral sources, including physicians and managed care organizations, may change their lists of hospitals or physicians to which they refer patients. Competition and loss of referrals could adversely affect our tenants’ ability to make rental payments, which could adversely affect our rental revenues. Any reduction in rental revenues resulting from the inability of our MOBs and other facilities that serve the healthcare industry and our tenants to compete successfully may have an adverse effect on our business, financial condition and results of operations, the market price of our common stock and our ability to make distributions to our stockholders.

Our MOB operations and other facilities that serve the healthcare industry depend on the viability of the hospitals on whose campuses our MOBs are located and their affiliated healthcare systems in order to attract physicians and other healthcare-related users. The viability of these hospitals, in turn, depends on factors such as the quality and mix of healthcare services provided, competition, demographic trends in the surrounding community, market position and growth potential, as well as the ability of the affiliated healthcare systems to provide economies of scale and access to capital. If a hospital whose campus is located on or near one of our MOBs is unable to meet its financial obligations, and if an affiliated healthcare system is unable to support that hospital, the hospital may not be able to compete successfully or could be forced to close or relocate, which could adversely impact its ability to attract physicians and other healthcare-related users. Because we rely on our proximity to and affiliations with these hospitals to create tenant demand for space in our MOBs, their inability to remain competitive or financially viable, or to attract physicians and physician groups, could adversely affect our MOB operations and have an adverse effect on us.

The unique nature of certain of our properties, including our senior healthcare properties, may make it difficult to lease or transfer our property or find replacement tenants, which could require us to spend considerable capital to adapt the property to an alternative use or otherwise negatively affect our performance.

Some of the properties we own or may seek to acquire are specialized medical facilities or otherwise designed or built for a particular tenant of a specific type of use known as a single use facility. For example, senior healthcare facilities present unique challenges with respect to leasing and transfer. Skilled nursing, assisted living and independent living facilities are typically highly customized and may not be easily modified to accommodate non-healthcare-related uses. The improvements generally required to conform a property to healthcare use, such as upgrading electrical, gas and plumbing infrastructure, are costly and oftentimes operator-specific. As a result, these property types may not be suitable for lease to traditional office tenants or other healthcare tenants with unique needs without significant expenditures or renovations. A new or replacement tenant may require different features in a property, depending on that tenant’s particular operations.

If we or our tenants terminate or do not renew the leases for our properties or our tenants lose their regulatory authority to operate such properties or default on their lease obligations to us for any reason, we may not be able to locate, or may incur additional costs to locate, suitable replacement tenants to lease the properties for their specialized uses. Alternatively, we may be required to spend substantial amounts to modify a property for a new tenant, or for multiple tenants with varying infrastructure requirements, before we are able to re-lease the space or we could otherwise incur re-leasing costs. Furthermore, because transfers of healthcare facilities may be subject to regulatory approvals not required for transfers of other types of properties, there may be significant delays in transferring operations of senior healthcare facilities to successor operators. Any loss of revenues or additional capital expenditures required as a result may have an adverse effect on our business, financial condition and results of operations, the market price of our common stock and our ability to make distributions to our stockholders.

We face possible risks and costs associated with the effects of climate change and severe weather.

We cannot predict the rate at which climate change will progress. However, the physical effects of climate change could have a material adverse effect on our properties, operations and business. For example, many of our properties are located along the east coast of the U.S. and in Texas. To the extent that climate change impacts changes in weather patterns, our markets could experience severe weather, including hurricanes, severe winter storms and coastal flooding due to increases in storm intensity and rising sea levels. Over time, these conditions could result in declining demand for space at our properties, tenant disruption or displacement, delays in construction, resulting in increased construction costs, or in our inability to operate the buildings at all. Climate change and severe weather may also have indirect effects on our business by increasing the cost of, or decreasing the availability of, property insurance on terms we find acceptable, by increasing the cost of energy, maintenance, repair of water and/or wind damage, and snow removal at our properties.

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Although Congress has not yet enacted comprehensive federal legislation to address climate change, numerous states and municipalities have adopted laws and policies on climate change and emission reduction targets. Changes in federal, state and local legislation and regulation based on concerns about climate change could result in increased capital expenditures on our existing properties and our new development properties (for example, to improve their energy efficiency and/or resistance to severe weather) without a corresponding increase in revenue, resulting in adverse impacts to our net income. There can be no assurance that climate change and severe weather will not have a material adverse effect on our properties, operations, or business.

Uninsured losses relating to real estate and lender requirements to obtain insurance may reduce stockholder returns.

There are types of losses relating to real estate, generally catastrophic in nature, such as losses due to wars, acts of terrorism, earthquakes, floods, hurricanes, pollution or environmental matters, for which we do not intend to obtain insurance unless we are required to do so by mortgage lenders. If any of our properties incurs a casualty loss that is not fully covered by insurance, the value of our assets will be reduced by any such uninsured loss. In addition, other than any reserves we may establish, we have no source of funding to repair or reconstruct any uninsured damaged property, and we cannot assure our stockholders that any such sources of funding will be available to us for such purposes in the future. Also, to the extent we must pay unexpectedly large amounts for uninsured losses, we could suffer reduced earnings that would result in less cash to be distributed to our stockholders. In cases where we are required by mortgage lenders to obtain casualty loss insurance for catastrophic events or terrorism, such insurance may not be available, or may not be available at a reasonable cost, which could inhibit our ability to finance or refinance our properties. Additionally, if we obtain such insurance, the costs associated with owning a property would increase and could have an adverse effect on the net income from the property and, thus, the cash available for distribution to our stockholders.

We may fail to successfully operate acquired properties.

Our ability to successfully operate any properties is subject to the following risks:

•we may acquire properties that are not initially accretive to our results upon acquisition and we may not successfully manage and lease those properties to meet our expectations;

•we may spend more than amounts budgeted to make necessary improvements or renovations to acquired properties;

•we may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties, into our existing operations and, as a result, our results of operations and financial condition could be adversely affected;

•market conditions may result in higher than expected vacancy rates and lower than expected rental rates; and

•we may acquire properties subject to liabilities, including contingent liabilities, and without any recourse, or with only limited recourse to third-parties, with respect to unknown liabilities for the clean-up of undisclosed environmental contamination, claims by tenants or other persons dealing with former owners of the properties, liabilities, claims, and litigation, including indemnification obligations, whether or not incurred in the ordinary course of business, relating to periods prior to or following our acquisitions, claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties, and liabilities for taxes relating to periods prior to our acquisitions.

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Increases in property taxes could adversely affect our cash flow.

As of December 31, 2021, we held interests in certain MOB properties and other facilities that serve the healthcare industry through leasehold interests in the land on which the buildings are located and we may acquire additional properties in the future that are subject to ground leases or other similar agreements. As of December 31, 2021, these properties represented 37% of our total GLA. Many of our ground leases and other similar agreements limit our uses of these properties and may restrict our ability to sell or otherwise transfer such properties without the ground landlord’s consent, which may impair their value.

Our real estate development, redevelopment and construction platform is subject to risks that could adversely impact our results of operations.

A component of our current growth strategy is, when appropriate, to pursue accretive development and redevelopment projects. However, there are inherent risks associated with these development and redevelopment projects, including, but not limited to, the following:

•the development costs of a project may exceed budgeted amounts, causing the project to be unprofitable or to incur a loss;

•we may encounter delays as a result of a variety of factors that are beyond our control, including natural disasters, material shortages, and regulatory requirements;

•the time required to complete the construction of a project or to lease up the completed project may be longer than originally anticipated, thereby adversely affecting our cash flows and liquidity;

•lease rates and rents at newly developed or redeveloped properties may fluctuate based on factors beyond our control, including market and economic conditions as well as the aforementioned budget overages;

•we may be unable to obtain favorable financing terms to fund our development projects;

•financing arrangements may require certain milestones, covenants, and other contractual terms that may be violated if the performance of our development and redevelopment projects differs from our projected income;

•demand from prospective tenants may be reduced due to competition from other developers; and

•tenants who pre-lease a portion of our development projects may fail to occupy the property upon development completion.

Uncertain market conditions relating to the future disposition of properties or other real estate related assets could cause us to sell our properties or real estate assets on unfavorable terms or at a loss in the future.

We intend to hold our various real estate investments until such time as we determine that a sale or other disposition appears to be advantageous to achieve our investment objectives. Our Chief Executive Officer and our Board of Directors may exercise their discretion as to whether and when to sell a property and we will have no obligation to sell properties at any particular time. Our Board of Directors may also choose to effect a liquidity event in which we liquidate our investments in other real estate related assets. We generally intend to hold properties for an extended period of time and our mortgage investments until maturity, and we cannot predict with certainty the various market conditions affecting real estate investments that will exist at any particular time in the future. Because of the uncertainty of market conditions that may affect the future disposition of our properties, we may not be able to sell our properties at a profit in the future or at all, and we may incur prepayment penalties in the event we sell a property subject to a mortgage earlier than we otherwise had planned. Additionally, if we liquidate our mortgage investments prior to their maturity, we may be forced to sell those investments on unfavorable terms or at a loss. For instance, if we are required to liquidate mortgage loans at a time when prevailing interest rates are higher than the interest rates of such mortgage loans, we would likely sell such loans at a discount to their stated principal values. Any

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inability to sell a property or liquidation of a mortgage investment prior to maturity could adversely impact our business, financial condition and results of operation, the market price of our common stock and ability to pay distributions to our stockholders.

The mortgage or other real estate-related loans in which we have in the past, and may in the future, invest may be impacted by unfavorable real estate market conditions and delays in liquidation, which could decrease their value.

If we make additional investments in notes secured by real estate or other collateral, we will be at risk of loss on those investments, including losses as a result of borrower defaults on mortgage loans. These losses may be caused by many conditions beyond our control, including economic conditions affecting real estate values, tenant defaults and lease expirations, interest rate levels and the other economic and liability risks associated with real estate as described elsewhere under this heading. Furthermore, if there are borrower defaults under our mortgage loan investments, we may not be able to foreclose on, or obtain a suitable remedy with respect to, such investments. Specifically, we may not be able to repossess and sell the properties under our mortgage loans quickly, which could reduce the value of our investment. For example, an action to foreclose on a property securing a mortgage loan is regulated by state statutes and rules and is subject to many of the delays and expenses of lawsuits if the defendant raises defenses or counterclaims. In the event of a borrower default, these restrictions, among other things, may impede our ability to foreclose on or sell the mortgaged property or to obtain proceeds sufficient to repay all amounts due to us on the mortgage loan. Additionally, if we acquire property by foreclosure following a borrower default under our mortgage loan investments, we will have the economic and liability risks as the owner described above. Thus, we do not know whether the values of the property securing any of our investments in real estate related assets will remain at the levels existing on the dates we initially make the related investment. If the values of the underlying properties decline, our risk will increase and the value of our interests may decrease.

Our investments in, or originations of, mezzanine loans will be subject to specific risks relating to the particular property or entity obligated to repay the loan, and our loan assets will involve greater risks of loss than senior loans secured by income-producing properties.

Mezzanine loan investments involve special risks relating to the particular borrower, including its financial condition, liquidity, results of operations, business, and prospects. We may also originate other real estate-related investments which take the form of subordinated loans secured by second mortgages on the underlying property or loans secured by a pledge of the ownership interests of either the entity owning the property or a pledge of the ownership interests of the entity that owns the interest in the entity owning the property or other properties. These types of assets involve a higher degree of risk than long-term senior mortgage lending secured by income producing real property because the loan may become unsecured as a result of foreclosure by the senior lender and because it is in a subordinated position and there may not be adequate equity in the property. In the event of a bankruptcy of the entity providing the pledge of its ownership interests as security, we may not have full recourse to the assets of such entity, or the assets of the entity may not be sufficient to satisfy such loan. If a borrower defaults on a loan or debt senior to our loan, or in the event of a borrower bankruptcy, such loan will be satisfied only after the senior debt. We may be unable to enforce guaranties of payment and/or performance given as security for some loans. As a result, we may not recover some or all of our initial expenditure. Mezzanine and term loans may partially finance the construction of real estate projects and so involve additional risks inherent in the construction process, such as adherence to budgets and construction schedules. In addition, mezzanine and term loans may have higher loan-to-value ratios than conventional mortgage loans, resulting in less equity in the property and increasing the risk of loss of principal. Significant losses related to our mezzanine and term loans would result in operating losses for us and may limit our ability to make distributions to our stockholders.

Lease rates under our long-term leases may be lower than fair market lease rates over time.

We have entered into and may in the future enter into long-term leases with tenants at certain of our properties. Certain of our long-term leases provide for rent to increase over time. However, if we do not accurately judge the potential for future increases in market rental rates, we may set the terms of these long-term leases at levels such that even after contractual rental increases, the rent under our long-term leases is less than then-current market rental rates. Further, we may have no ability to terminate those leases or to adjust the rent to then-prevailing market rates. As a result, our income and distributions could be lower than if we did not enter into long-term leases.

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Costs associated with complying with the Americans with Disabilities Act of 1990 may result in unanticipated expenses.

Under the ADA, all places of public accommodation are required to meet certain U.S. federal requirements related to access and use by disabled persons. A number of additional U.S. federal, state and local laws may also require modifications to our properties, or restrict certain further renovations of the properties, with respect to access thereto by disabled persons. Noncompliance with the ADA could result in the imposition of fines or an award of damages to private litigants and/or an order to correct any non-complying feature, which could result in substantial capital expenditures. We have not conducted an audit or investigation of all of our properties to determine our compliance and we cannot predict the ultimate cost of compliance with the ADA or other legislation. If one or more of our properties is not in compliance with the ADA or other related legislation, then we would be required to incur additional costs to bring the facility into compliance. If we incur substantial costs to comply with the ADA or other related legislation, our business, financial condition and results of operations, the market price of our common stock and ability to make distributions to our stockholders may be adversely affected.

Risks Related to the Healthcare Industry

The healthcare industry is heavily regulated by federal, state and local governmental agencies. Our tenants generally are subject to laws and regulations covering, among other things, licensure, certification for participation in government programs, and relationships with physicians and other referral sources. Changes in these laws and regulations could negatively affect the ability of our tenants to make lease payments to us and our ability to make distributions to our stockholders.

Many of our medical properties and our tenants may require a license or multiple licenses or a CON to operate. Failure to obtain a license or a CON or loss of a required license or a CON would prevent a facility from operating in the manner intended by the tenant. These events could adversely affect our tenants’ ability to make rent payments to us. State and local laws also may regulate expansion, including the addition of new beds or services, or acquisition of medical equipment, and the construction of facilities that serve the healthcare industry, by requiring a CON or other similar approval. State CON laws are not uniform throughout the U.S. and are subject to change. We cannot predict the impact of state CON laws on our facilities or the operations of our tenants.

In limited circumstances, loss of state licensure or certification or closure of a facility could ultimately result in the loss of authority to operate the facility and require a new CON authorization to re-institute operations. As a result, a portion of the value of the facility may be reduced, which would adversely impact our business, financial condition and results of operations, the market price of our common stock and our ability to make distributions to our stockholders.

In March 2010, then President Obama signed the Affordable Care Act (the “ACA”). The ACA, along with other healthcare reform efforts, has resulted in comprehensive healthcare reform in the U.S. through a phased approach, which began in 2010 and concluded in 2018. It remains difficult to predict the impact of these laws on us due to their complexity, lack of implementing regulations or interpretive guidance, and the gradual implementation of the laws over a multi-year period. During the 2016 Presidential and Congressional campaigns, Republicans promised they would seek the repeal of the ACA. On January 20, 2017, then newly-sworn-in President Trump issued an executive order aimed at seeking the prompt repeal of the ACA, and directed the heads of all executive departments and agencies to minimize the economic and regulatory burdens of the ACA to the maximum extent permitted by law. In addition, there have been and continue to be numerous Congressional attempts to amend and repeal the law. While no full repeal bills have passed both chambers of Congress, the 2017 Tax Cuts and Jobs Act eliminated the tax penalty associated with a key provision of the ACA known as the “individual mandate” beginning January 1, 2019. On December 14, 2018, a Texas federal district court judge, in the case of Texas v. Azar, declared the ACA unconstitutional, reasoning that the individual mandate tax penalty was essential to and not severable from the remainder of the ACA. The case was appealed to the U.S. Court of Appeals for the Fifth Circuit. On December 18, 2019, the U.S. Court of Appeals for the Fifth Circuit ruled that the ACA’s “individual mandate” was unconstitutional but sent the case back to the

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District Court for further analysis of whether the entire ACA is also rendered unconstitutional. In November 2020, Joseph Biden was elected President, and in January 2021, the Democratic Party obtained control of the Senate. As a result of these electoral developments, we believe it is unlikely that continued legislative efforts will be pursued to repeal the ACA. Instead, we believe it is possible that legislation will be pursued in order to enhance or reform the ACA. At this time, we are unable to state with certainty what the impact of any potential legislation may have on our business. Both we and our tenants may be adversely affected by new laws, or any modification and/or replacement of existing law.

Reductions in reimbursement from third party payors, including Medicare and Medicaid, could adversely affect the profitability of our tenants and hinder their ability to make rent payments to us.

Sources of revenue for our tenants may include the federal Medicare program, state Medicaid programs, private insurance carriers, health maintenance organizations, preferred provider arrangements and self-insured employers, among others. Changes in the reimbursement rate or methods of payment from third-party payors, including Medicare and Medicaid, could impact the revenue of our tenants.

The healthcare industry also faces various challenges, including increased government and private payor pressure on healthcare providers to control or reduce costs. A focus on controlling costs could have an adverse effect on the financial condition of some or all of our tenants. The financial impact on our tenants could restrict their ability to make rent payments to us, which would have an adverse effect on our business, financial condition and results of operations and our ability to make distributions to our stockholders.

Government budget deficits could lead to a reduction in Medicaid and Medicare reimbursement, which could adversely affect the financial condition of our tenants.

Some tenants at our MOBs and our other facilities that serve the healthcare industry are subject to fraud and abuse laws, the violation of which by a tenant may jeopardize the tenant’s ability to make rent payments to us.

Risks Related to Debt Financing

We have and intend to incur indebtedness, which may increase our business risks, could hinder our ability to make distributions and could decrease the value of our Company.

As of December 31, 2021, we had total debt outstanding of $3.0 billion. We intend to continue to finance a portion of the purchase price of our investments in real estate and other real estate related assets by borrowing funds. In addition, we may incur mortgage debt and pledge some or all of our real properties as security for that debt to obtain funds to acquire additional real properties or for working capital. We may also borrow funds to satisfy the REIT tax qualification requirement that we distribute at least 90% of our annual ordinary taxable income to our stockholders. Furthermore, we may borrow if we otherwise deem it necessary or advisable to ensure that we maintain our qualification as a REIT for U.S. federal income tax purposes. We have historically maintained a low leveraged balance sheet and intend to continue to maintain this structure over the long term. However, our total leverage may fluctuate on a short term basis as we execute our business strategy.

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High debt levels will cause us to incur higher interest charges, which would result in higher debt service payments and could be accompanied by restrictive covenants. If there is a shortfall between the cash flow from a property and the cash flow needed to service mortgage debt on that property, then the amount available for distributions to our stockholders may be reduced. In addition, incurring mortgage debt increases the risk of loss since defaults on indebtedness secured by a property may result in lenders initiating foreclosure actions. In that case, we could lose the property securing the loan that is in default, thus reducing the value of the Company. For tax purposes, a foreclosure of any of our properties will be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, we will recognize taxable income on foreclosure, but we would not receive any cash proceeds related thereto. We may give full or partial guarantees to lenders of mortgage debt to our affiliated entities that own our properties. When we give a guaranty on behalf of an affiliated entity that owns one of our properties, we will be responsible to the lender for satisfaction of the debt if it is not paid by our affiliated entity. If any mortgage contains cross-collateralization or cross-default provisions, a default by us on a single property could affect multiple properties. If any of our properties are foreclosed upon due to a default by us, our ability to pay cash distributions to our stockholders could be adversely affected.

The elimination of LIBOR may adversely affect interest expense related to our indebtedness.

Current borrowings under our unsecured term loans, which are hedged, and our unsecured revolving credit facility is based on LIBOR. On March 5, 2021, the United Kingdom Financial Conduct Authority (“FCA”), a regulator of financial services firms and financial markets in the United Kingdom, formally announced the cessation of LIBOR as of June 30, 2023. The Alternative Reference Rates Committee, a group of private-market participant convened by the U.S. Federal Reserve Board and the New York Federal Reserve, has recommended Secured Overnight Financing Rate (“SOFR”) as a more robust reference rate alternative to U.S. dollar LIBOR. Concurrent with the FCA’s announcement, the International Swaps and Derivatives Association (“ISDA”) determined that the announcement constituted an index cessation event and consequently the fallback spread adjustments were fixed and published, with the spread adjustment between U.S. dollar 1-Month LIBOR and SOFR at 0.11%. If we intend to hedge our LIBOR denominated debt, we cannot predict whether hedging opportunities will exist on acceptable terms.

Covenants in the instruments governing our existing indebtedness limit our operational flexibility and a covenant breach could adversely affect our operations.

The terms of the instruments governing our existing indebtedness require us to comply with a number of customary financial and other covenants. These provisions include, among other things: a limitation on the incurrence of additional indebtedness; limitations on mergers; investments; acquisitions; redemptions of capital stock; transactions with affiliates; and maintenance of specified financial ratios. Our continued ability to incur debt and operate our business is subject to compliance with these covenants, which limit our operational flexibility. Breaches of these covenants could result in defaults by us under applicable debt instruments, even if payment obligations are satisfied. Financial and other covenants that limit our operational flexibility, as well as defaults resulting from our breach of any of these covenants in our debt instruments, could have an adverse effect on our financial condition and results of operations.

Adverse changes in our credit ratings could impair our ability to obtain additional debt and equity financing on favorable terms, if at all, and negatively impact the market price of our securities, including our common stock.

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Risks Related to Joint Ventures

The terms of joint venture agreements or other joint ownership arrangements into which we have entered and may enter could impair our cash flow, our operating flexibility and our results of operations.

In connection with the purchase of real estate, we have entered and may continue to enter into joint ventures with third parties. We may also purchase or develop properties in co-ownership arrangements with the sellers of the properties, developers or other persons. Our joint venture partners may also have rights to take actions over which we have no control and may take actions contrary to our interests. Joint ownership of an investment in real estate may involve risks not associated with direct ownership of real estate, including the following:

•a venture partner may at any time have economic or other business interests or goals which are or become inconsistent with our business interests or goals, including inconsistent goals relating to the sale of properties held in a joint venture or the timing of the termination and liquidation of the venture;

•a venture partner might become bankrupt and such proceedings could have an adverse impact on the operation of the partnership or joint venture;

•a venture partner’s actions might have the result of subjecting the property to liabilities in excess of those contemplated; and

•a venture partner may be in a position to take action contrary to our instructions or requests, or contrary to our policies or objectives, including our policy with respect to qualifying and maintaining our qualification as a REIT.

Under certain joint venture arrangements, neither venture partner may have the power to control the venture and, thus, an impasse could occur, which might adversely affect the joint venture and decrease potential returns to our stockholders. If we have a right of first refusal or buy/sell right to buy-out a venture partner, we may be unable to finance such a buy-out or we may be forced to exercise those rights at a time when it would not otherwise be in our best interest to do so. If our interest is subject to a buy/sell right in favor of us, we may not have sufficient cash, available borrowing capacity or other capital resources to allow us to purchase an interest of a venture partner subject to the buy/sell right, in which case we may be forced to sell our interest when we would otherwise prefer to retain our interest. In addition, we may not be able to sell our interest in a joint venture on a timely basis or on acceptable terms if we desire to exit the venture for any reason, particularly if our interest is subject to a right of first refusal in favor of our venture partner.

Federal Income Tax Risks

Failure to qualify as a REIT for U.S. federal income tax purposes would subject us to federal income tax on our taxable income at regular corporate rates, which would substantially reduce our ability to make distributions to our stockholders.

We elected to be taxed as a REIT for U.S. federal income tax purposes beginning with our taxable year ended December 31, 2007 and we believe that our current and intended manner of operation will enable us to continue to meet the requirements to be taxed as a REIT. To qualify as a REIT, we must meet various requirements set forth in the Code concerning, among other things, the ownership of our outstanding common stock, the nature of our assets, the sources of our income and the amount of our distributions to our stockholders. The REIT qualification requirements are extremely complex and interpretations of the federal income tax laws governing qualification as a REIT are limited. Accordingly, we cannot be certain that we will be successful in operating so as to qualify as a REIT. At any time, new laws, interpretations or court decisions may change the federal tax laws relating to, or the federal income tax consequences of, qualification as a REIT. It is possible that future economic, market, legal, tax or other considerations may cause our Board of Directors to revoke our REIT election, which it may do without stockholder approval.

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If we were to fail to qualify as a REIT for any taxable year, we would not be able to deduct distributions to stockholders in computing our taxable income and we would be subject to U.S. federal income tax on our taxable income at corporate rates. We could also be subject to the federal alternative minimum tax and increased state and local taxes. Losing our qualification as a REIT would reduce our net earnings available for investment or distribution to stockholders due to the additional tax liability and we would no longer be required to make distributions. To the extent that distributions had been made in anticipation of our qualifying as a REIT, we might be required to borrow funds or liquidate some investments in order to pay the applicable corporate income tax. In addition, we would generally be disqualified from treatment as a REIT for the four taxable years following the year in which we lose our qualification as a REIT.

As a result of all these factors, our failure to qualify as a REIT could impair our ability to expand our business and raise capital, and would substantially reduce our ability to make distributions to our stockholders.

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To continue to qualify as a REIT and to avoid the payment of U.S. federal income and excise taxes, we may be forced to borrow funds, use proceeds from the issuance of securities or sell assets to pay distributions, which may result in our distributing amounts that may otherwise be used for our operations or cause us to forgo otherwise attractive opportunities.

To obtain the favorable tax treatment accorded to REITs, we normally will be required each year to distribute to our stockholders at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and by excluding net capital gains. We will be subject to U.S. federal income tax on our undistributed taxable income and net capital gain and to a 4% nondeductible excise tax on any amount by which distributions we pay with respect to any calendar year are less than the sum of: (a) 85% of our ordinary income; (b) 95% of our capital gain net income; and (c) 100% of our undistributed income from prior years. These requirements could cause us to make distributions to our stockholders at disadvantageous times or when we do not have funds readily available for distribution, or we may be required to liquidate otherwise attractive investments. These requirements could additionally cause us to distribute amounts that otherwise would be spent on acquisitions of properties and it is possible that we might be required to borrow funds, use proceeds from the issuance of securities or sell assets in order to distribute enough of our taxable income to maintain our qualification as a REIT and to avoid the payment of federal income and excise taxes. Thus, compliance with the REIT requirements may hinder our ability to operate solely on the basis of maximizing profits.

To preserve our qualification as a REIT, our charter contains ownership limits with respect to our capital stock that may delay, defer or prevent a change of control of HTA or other transaction that may be benefit our stockholders.

To assist us in preserving our qualification as a REIT, among other purposes, our charter contains a limitation on ownership that prohibits any individual, entity or group, unless exempted prospectively or retroactively by our Board of Directors, from directly acquiring beneficial ownership of more than 9.8% of the value of HTA’s then outstanding capital stock (which includes common stock and any preferred stock HTA may issue) or more than 9.8% of the value or number of shares, whichever is more restrictive, of HTA’s then outstanding common stock.

Any attempted transfer of HTA’s stock which, if effective, would result in HTA’s stock being beneficially owned by fewer than 100 persons will be null and void. Any attempted transfer of HTA’s stock which, if effective, would result in violation of the ownership limits discussed above or in HTA being “closely held” under Section 856(h) of the Code or otherwise failing to qualify as a REIT, will cause the number of shares causing the violation (rounded up to the nearest whole share) to be automatically transferred to a trust for the exclusive benefit of one or more charitable beneficiaries and the proposed transferee will not acquire any rights in the shares.

Recent tax legislative or regulatory action could adversely affect stockholders unitholders, or the Company, which may have an adverse impact to the value of the Company and could also impede our ability to source new capital.

On December 20, 2017, the House of Representatives and the Senate passed the TCJA which makes major changes to the Code, including a number of provisions of the Code that affect the taxation of REITs and their stockholders. Changes to the TCJA, with or without retroactive application, could materially and adversely affect our stockholders, OP Unit holders and/or us. The individual and collective impact of these provisions and other provisions of the TCJA on REITs and their stockholders is uncertain, and may not become evident for some period of time.

If tax rates were to change in a manner comparably favorable for regular corporate taxable income and dividends to that of REITs, investors could perceive investments in REITs to be relatively less attractive than investment in dividend paying non-REIT corporations, which could adversely affect the value of our common stock. Stockholders and potential investors should consult their tax advisors regarding their respective tax considerations and rates.

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Risks Related to Our Common Stock

The price of our common stock has and may continue to fluctuate significantly, which may make it difficult for you to sell our common stock when you want ~~to do so,~~ or at prices you find attractive.

The price of our common stock on the NYSE constantly changes and has been subject to significant price fluctuations. We expect that the market price of our common stock will continue to ~~fluctuate.~~fluctuate significantly. Our stock price can fluctuate as a result of a variety of factors, many of which are beyond our control. These factors may include:

•actual or anticipated variations in our quarterly operating results;

•changes in our earnings estimates or publication of research reports about us or the real estate industry, although no assurance can be given that any research reports about us will be published;

•future sales of substantial amounts of our common stock by our existing or future stockholders;

•increases in market interest rates, which may lead purchasers of our stock to demand a higher yield;

•changes in market valuations of similar companies;

•adverse market reaction to any increased indebtedness we incur in the future;

•additions or departures of key personnel;

•actions by institutional stockholders;

•speculation in the press or investment community; and

•general market and economic conditions.

In addition, the stock market in general may experience extreme volatility that may be unrelated to the operating performance of a particular company. These broad market fluctuations may adversely affect the market price of our common stock.

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Future offerings of debt securities, which would be senior to our common stock, or equity securities, which would dilute our existing stockholders and may be senior to our common stock, may adversely affect the market price of our common stock.

In the future, we may issue debt or equity securities, including medium term notes, senior or subordinated notes and classes of preferred or common stock. Debt securities or shares of preferred stock will generally be entitled to receive ~~distributions,~~dividends, both current and in connection with any liquidation or sale, prior to the holders of our common stock. Our Board of Directors may issue such securities without stockholder approval and under Maryland law may amend our charter to increase the aggregate number of authorized shares of capital stock or the number of authorized shares of capital stock of any class or series without stockholder approval. We are not required to offer any such additional debt or equity securities to existing ~~holders of our~~ common ~~stock~~stockholders on a preemptive basis. Therefore, offerings ~~by us~~ of our common stock or other equity securities may dilute the percentage ownership interest of our existing stockholders. To the extent we issue additional equity interests, our stockholders’ percentage ownership interest in us will be diluted. Depending upon the terms and pricing of any additional offerings and the value of our real properties and other real estate related assets, our stockholders may also experience dilution in both the book value and fair market value of their shares. As a result, future offerings of ~~our~~ debt or equity securities, or the perception that such offerings may occur, may reduce the market price of our common stock and/or the ~~distributions~~dividends that we pay with respect to our common stock.

~~The availability and timing of cash distributions~~Our dividends to ~~our~~ stockholders ~~is uncertain,~~may change, which could adversely affect the market price of our common ~~stock and may include a return of capital.~~stock.

~~Our organizational documents do not establish a limit~~All dividends on ~~the amount of net proceeds we may use to fund distributions. All distributions, however,~~our common stock will be at the sole discretion of our Board of Directors and will depend upon our actual and projected financial condition, results of operations, cash flows, liquidity and ~~FFO,~~funds from operations, maintenance of our REIT qualification, applicable law and such other matters as our Board of Directors may deem relevant from time to time. We ~~cannot assure our stockholders that sufficient cash will~~may not be ~~available~~able to make ~~distributions~~dividends in the future or ~~that~~may need to fund such dividends from external sources, as to which no assurances can be given. In addition, we may choose to retain operating cash flow for investment purposes, working capital reserves or other purposes, and these retained funds, although increasing the ~~amount~~value of ~~distributions will~~our underlying assets, may not correspondingly increase ~~over time.~~the market price of our common stock. Our failure to meet the market’s expectations with regard to future cash ~~distributions~~dividends likely would adversely affect the market price of our common stock.

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Increases in market interest rates ~~and related risks~~ may ~~cause the value of our investments in real estate related assets to be reduced and could~~ result in a decrease in the value of our common stock.

One of the factors that may influence the price of our common stock will be the dividend distribution rate on our common stock (as a percentage of the price of our common stock) relative to market interest rates. If market interest rates rise, prospective purchasers of common stock may expect a higher dividend distribution rate. Higher interest rates would not, however, result in more funds being available for ~~distribution. In~~dividends and, in fact, ~~if market interest rates rise, the market value of our fixed income securities~~ would likely ~~decline,~~increase our borrowing costs ~~would likely increase~~ and might decrease our funds available for distribution would likely decrease. During periods of rising interest rates, the average life of certain types of securities may be extended because of slower than expected principal payments. This may lock in a below-market interest rate, increase the security’s duration and reduce the value of the security. During periods of declining interest rates, an issuer may be able to exercise an option to prepay principal earlier than scheduled, which may force us to reinvest in lower yielding securities. Preferred and debt securities frequently have call features that allow the issuer to repurchase the security prior to its stated maturity. An issuer may redeem an obligation if the issuer can refinance the debt at a lower cost due to declining interest rates or an improvement in the credit standing of the issuer. These risks may reduce the value of our investments in real estate related assets. Therefore, wedividends. We therefore may not be able, or we may not choose, to provide a higher dividend distribution rate. As a result, prospective purchasers may decide to purchase other securities rather than our common stock, which would reduce the demand for, and result in a decline in the market price of, our common stock.

If securities analysts do not publish research or reports about our business or if they downgrade our common stock or the healthcare-related real estate sector, the price of our common stock could decline.

The trading market for our common stock will rely in part upon the research and reports that industry or financial analysts publish about us or our business. We have no control over these analysts. Furthermore, if one or more of the analysts who do cover us downgrades our stock or our industry, or the stock of any of our competitors, the price of our common stock could decline. If one or more of these analysts ceases coverage of our Company, we could lose attention in the market, which in turn could cause the price of our common stock to decline.

Risks Related to Forward Sale Agreements

Settlement provisions contained in a forward sale agreement could result in substantial dilution to our earnings per share and return on equity or result in substantial cash payment obligations.

If we enter into one or more forward sale agreements, the relevant forward purchaser will have the right to accelerate that particular forward sale agreement (with respect to all or any portion of the transaction under that particular forward sale agreement that the relevant forward purchaser determines is affected by such event) and require us to settle on a date specified by the relevant forward purchaser if:

•the relevant forward purchaser is unable to, or would incur a materially increased cost to, establish, maintain or unwind its hedge position with respect to that particular forward sale agreement;

•the relevant forward purchaser determines that it is unable, after using commercially reasonable efforts, to continue to borrow an amount of common stock equal to the amount of common stock underlying that particular forward sale agreement or that, with respect to borrowing such amount of common stock, it would incur a cost that is greater than the initial stock borrow cost specified in that particular forward sale agreement, subject to a prior notice requirement;

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•a termination event occurs as a result of us declaring a dividend or distribution on our common stock with a cash value in excess of a specified amount per calendar quarter, or with an ex-dividend date prior to the anticipated ex-dividend date for such cash dividend;

•an extraordinary event (as such term is defined in that particular forward sale agreement and which includes certain mergers and tender offers and the delisting of our common stock) occurs or our Board of Directors votes to approve or there is a public announcement of, in either case, any action that, if consummated, would constitute such an extraordinary event; or

•certain other events of default, termination events or other specified events occur, including, among other things, any material misrepresentation made by us in connection with entering into that particular forward sale agreement, or a nationalization, a bankruptcy termination event or a change in law (as such terms are defined in that particular forward sale agreement).

A forward purchaser’s decision to exercise its right to accelerate the settlement of a particular forward sale agreement will be made irrespective of our need for capital. In such cases, we could be required to issue and deliver common stock under the physical settlement provisions of that particular forward sale agreement or, if we so elect and the forward purchaser so permits our election, net share settlement provisions of that particular forward sale agreement irrespective of our capital needs, which would result in dilution to our earnings per share and return on equity.

We expect that settlement of any forward sale agreement will generally occur no later than the date specified in the particular forward sale agreement, which will be no later than twelve months following the trade date of that forward sale agreement. However, any forward sale agreement may be settled earlier than that specified date in whole or in part at our option. We expect that each forward sale agreement will be physically settled by delivery of our common stock unless we elect to cash settle or net share settle a particular forward sale agreement. Upon physical settlement or, if we so elect, net share settlement of a particular forward sale agreement, delivery of shares of our common stock in connection with such physical settlement or, to the extent we are obligated to deliver common stock, net share settlement, will result in dilution to our earnings per share and return on equity. If we elect cash settlement or net share settlement with respect to all or a portion of our common stock underlying a particular forward sale agreement, we expect that the relevant forward purchaser (or an affiliate thereof) will purchase a number of common stock necessary to satisfy its or its affiliate’s obligation to return the common stock borrowed from third parties in connection with sales of common stock under that forward sale agreement, adjusted in the case of net share settlement by any shares deliverable by or to us under the forward sale agreement. In addition, the purchase of common stock in connection with the relevant forward purchaser or its affiliate unwinding its hedge positions could cause the price of our common stock to increase over such time (or prevent a decrease over such time), thereby increasing the amount of cash we would owe to the relevant forward purchaser (or decreasing the amount of cash that the relevant forward purchaser would owe us) upon a cash settlement of the relevant forward sale agreement or increasing the number of common stock we would deliver to the relevant forward purchaser (or decreasing the number of common stock that the relevant forward purchaser would deliver to us) upon net share settlement of the relevant forward sale agreement.

The forward sale price that we expect to receive upon physical settlement of a particular forward sale agreement will be subject to adjustment on a daily basis based on a floating interest rate factor equal to a specified daily rate less a spread and will be decreased based on amounts related to expected dividends on our common stock during the term of the particular forward sale agreement. If the specified daily rate is less than the spread on any day, the interest factor will result in a daily reduction of the applicable forward sale price. If the market value of our common stock, determined in accordance with the terms of the relevant forward sale agreement, during the relevant valuation period under the particular forward sale agreement is above the applicable forward sale price, in the case of cash settlement, we would pay the relevant forward purchaser under that particular forward sale agreement an amount in cash equal to the difference or, in the case of net share settlement, we would deliver to the relevant forward purchaser a number of common stock having a value, determined in accordance with the terms of the relevant forward sale agreement, equal to the difference. Thus, we could be responsible for a potentially substantial cash payment in the case of cash settlement of a particular forward sale agreement. If the market value of our common stock, determined in accordance with the terms of the relevant forward sale agreement, during the relevant valuation period under that particular forward sale agreement is below the applicable forward sale price, in the case of cash settlement, we would be paid the difference in cash by the relevant forward purchaser under that particular forward sale agreement or, in the case of net share settlement, we would receive from the relevant forward purchaser a number of common stock having a value equal to the difference.

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The U.S. federal income tax treatment of the cash that we might receive from cash settlement of a forward sale agreement is unclear and could jeopardize our ability to meet the REIT qualification requirements.

In the event that we elect to settle any forward sale agreement for cash and the settlement price is below the applicable forward sale price, we would be entitled to receive a cash payment from the relevant forward purchaser. Under Section 1032 of the Internal Revenue Code of 1986, as amended (the “Code”), generally, no gains and losses are recognized by a corporation in dealing in its own shares, including pursuant to a “securities futures contract,” as defined in the Code by reference to the Exchange Act. Although we believe that any amount received by us in exchange for our common stock would qualify for the exemption under Section 1032 of the Code, because it is not entirely clear whether a forward sale agreement qualifies as a “securities futures contract,” the U.S. federal income tax treatment of any cash settlement payment we receive is uncertain. In the event that we recognize a significant gain from the cash settlement of a forward sale agreement, we might not be able to satisfy the gross income requirements applicable to REITs under the Code. In that case, we may be able to rely upon the relief provisions under the Code in order to avoid the loss of our REIT status. Even if the relief provisions apply, we will be subject to a 100% tax on the greater of (i) the excess of 75% of our gross income (excluding gross income from prohibited transactions) over the amount of such income attributable to sources that qualify under the 75% test or (ii) the excess of 95% of our gross income (excluding gross income from prohibited transactions) over the amount of such gross income attributable to sources that qualify under the 95% test as multiplied in either case by a fraction intended to reflect our profitability. In the event that these relief provisions were not available, we could lose our REIT status under the Code.

In case of our bankruptcy or insolvency, any forward sale agreements will automatically terminate, and we would not receive the expected proceeds from any forward sales of our common stock.

If we file for or consent to a proceeding seeking a judgment in bankruptcy or insolvency or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or we or a regulatory authority with jurisdiction over us presents a petition for our winding-up or liquidation, and we consent to such a petition, any forward sale agreements that are then in effect will automatically terminate. If any such forward sale agreement so terminates under these circumstances, we would not be obligated to deliver to the relevant forward purchaser any of our common stock not previously delivered, and the relevant forward purchaser would be discharged from its obligation to pay the applicable forward sale price per share in respect of any of our common stock not previously settled under the applicable forward sale agreement. Therefore, to the extent that there are any of our common stock with respect to which any forward sale agreement has not been settled at the time of the commencement of any such bankruptcy or insolvency proceedings, we would not receive the relevant forward sale price per share in respect of those common stock.

Risks Related to the Merger

The announcement and pendency of the Merger Agreement could have an adverse effect on our business.

On February 28, 2022, Healthcare Trust of America, Inc. (the “Company”), a Maryland corporation, Healthcare Trust of America Holdings, LP, a Delaware limited partnership (the “Company OP”) of which the Company is the sole general partner, HR Acquisition 2, LLC, a Maryland limited liability company and a direct, wholly owned subsidiary of the Company (“Merger Sub”), and Healthcare Realty Trust Incorporated, a Maryland corporation (“HR”), entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”). Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into HR, with HR surviving the merger (the “Merger”).

The announcement and pendency of the Merger could cause disruption in our business, including the potential loss or disruption of commercial relationships prior to the completion of the Merger. For example, some of our tenants, prospective tenants or vendors may delay or defer decisions, which could negatively affect our revenues, earnings, cash flows and expenses, regardless of whether the Merger is completed. Similarly, our current and prospective employees may experience uncertainty about their future roles with the combined company following the Merger, which may adversely affect our ability to attract and retain key personnel during the pendency of the Merger.

The Merger Agreement generally requires us to use commercially reasonable efforts to operate our business in the ordinary course of business pending consummation of the Merger, but includes certain contractual restrictions on the conduct of our business prior to completion of the Merger. Due to these operating restrictions, during the pendency of the Merger Agreement we may be unable to pursue strategic transactions, undertake significant capital projects, undertake certain financing transactions and otherwise pursue other actions, even if such actions would prove beneficial.

The Merger Agreement also contains provisions that limit our ability to pursue alternatives to the Merger and that could discourage a potential competing acquirer of us from making a favorable alternative transaction proposal. In addition, matters relating to the Merger (including integration planning) will require substantial commitments of time and resources by our management, which could divert their time and attention. We have also incurred, and will continue to incur, significant non-recurring costs in connection with the Merger that we may be unable to recover. Further, the Merger Agreement requires us to pay a substantial termination fee to HR in certain circumstances or if our stockholders do not approve the transaction.

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The risk, and adverse effect, of any disruption could be exacerbated by a delay in completion of the Merger or termination of the Merger Agreement.

Completion of the Merger is subject to the satisfaction or waiver of certain conditions.

Completion of the Merger is subject to the satisfaction or waiver of certain conditions, including: (1) approval by the Company’s stockholders of the issuance of Company Common Stock to HR’s stockholders pursuant to the terms of the Merger Agreement and approval by HR’s stockholders of the Merger and the transactions contemplated under the Merger Agreement; (2) the effectiveness of the registration statement on Form S-4 to be filed with the SEC by the Company in connection with the transactions contemplated by the Merger Agreement; (3) approval for listing on the NYSE of the shares of Company Common Stock to be issued in the Merger or reserved for issuance in connection therewith; (4) no injunction or law prohibiting the Merger; (5) accuracy of each party’s representations, subject in most cases to materiality or material adverse effect qualifications; (6) material compliance with each party’s covenants; (7) receipt by each of HR and us of an opinion to the effect that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, or the Code, and (8) receipt by each of HR and us of an opinion that the other party qualifies as a REIT under the Code.

We cannot provide assurance that these conditions to completing the Merger will be satisfied or waived, and accordingly, that our pending Merger with HR will be completed on the timeline that we anticipate or at all. Failure to complete the Merger could negatively affect our stock price and our future business and financial results.

An adverse outcome in any litigation or other legal proceedings relating to the Merger Agreement could have a material adverse impact on our business and our ability to consummate the transactions contemplated by the Merger Agreement.

Transactions like the Merger are frequently the subject of litigation or other legal proceedings, including actions alleging that either our board of directors breached their respective duties to their stockholders by entering into the Merger Agreement, by failing to obtain a greater value in the transaction for their stockholders or otherwise. We believe that any such litigation or proceedings would be without merit, but there can be no assurance that they will not be brought. If litigation or other legal proceedings are brought against us or against our board in connection with the Merger Agreement, we will defend against it, but we might not be successful in doing so. An adverse outcome in such matters, as well as the costs and efforts of a defense even if successful, could have a material adverse effect on our business, results of operation or financial position, including through the possible diversion of either company’s resources or distraction of key personnel.

The exchange ratio will not be adjusted in the event of any change in the stock prices of either us or HR.

Upon the consummation of the Merger, each outstanding share of HR Common Stock will be converted automatically into the right to receive one share of Company Common Stock, with cash paid in lieu of any fractional shares. The exchange ratio of 1.0 will not be adjusted for changes in the market prices of either shares of our Common Stock or shares of HR Common Stock. Changes in the market price of shares of HR Common Stock prior to the effective time of the Merger will affect the market value of the merger consideration that HR’s stockholders will receive on the closing date of the Merger. Stock price changes may result from a variety of factors (many of which are beyond our or HR’s control), including the following factors:

•market reaction to the announcement of the Merger and the prospects of the combined company;

•changes in the respective businesses, operations, assets, liabilities and prospects of us and HR;

•changes in market assessments of the business, operations, financial position and prospects of either company or the combined company;

•market assessments of the likelihood that the Merger will be completed;

•interest rates, general market and economic conditions and other factors generally affecting the market prices of our Common Stock and HR Common Stock;

•federal, state and local legislation, governmental regulation and legal developments in the businesses in which we and HR operate; and

•other factors beyond the control of us and HR, including those described or referred to in this “Risk Factors” section.

The market price of shares of HR Common Stock at the closing of the Merger may vary from its price on the date the Merger Agreement was executed, on the date of the proxy statement/prospectus and on the date of our special meeting. As a result, the market value of the merger consideration represented by the exchange ratio will also vary.

If the market price of shares of Company Common Stock increases between the date the Merger Agreement was signed, the date of the proxy statement/prospectus or the date of our special meeting and the closing of the Merger, HR’s stockholders could receive shares of Company Common Stock that have a market value upon completion of the Merger that is greater than the market value of such shares calculated pursuant to the exchange ratio on the date the Merger Agreement was signed, the date of the proxy statement/prospectus or on the date of the special meeting, respectively. Alternatively, if the market price of shares of Company Common Stock declines between the date the Merger Agreement was signed, the date of the proxy

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statement/prospectus or the date of our special meeting and the closing of the Merger, HR’s stockholders could receive shares of Company Common Stock that have a market value upon completion of the Merger that is less than the market value of such shares calculated pursuant to the exchange ratio on the date the Merger Agreement was signed, the date of the proxy statement/prospectus or on the date of the special meeting, respectively.

Therefore, while the number of shares of Company Common Stock to be issued per share of our Common Stock is fixed, HR’s stockholders cannot be sure of the market value of the merger consideration they will receive upon completion of the Merger.

However, subject to the closing of the Merger and the other transactions contemplated therein, the holders of shares of Company Common Stock issued and outstanding on the last business day prior to the closing date of the Merger will receive a special distribution in the amount of $4.82 in cash per share of Company Common Stock held on such date (the “Special Distribution Payment”), regardless of the fluctuation in the market prices of shares of HR Common Stock and Company Common Stock.

Item 1B. Unresolved Staff Comments

Not applicable.

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Item 2. Properties

WeSince inception, we have invested ~~$7.0~~$7.8 billion primarily in MOBs, development projects, ~~under development~~land and other healthcare real estate assets that serve the healthcare industry through December 31, ~~2017.~~2021. As of December 31, ~~2017,~~2021, our portfolio consisted of approximately ~~24.1~~26.1 million square feet of GLA, with a leased rate of ~~91.8%~~89.3% (includes leases which have been executed, but which have not yet commenced). Approximately ~~70%~~67% of our portfolio was located on the campuses of, or adjacent to, nationally and regionally recognized healthcare systems. Our portfolio is diversified geographically across 3332 states, with no state having more than ~~19%~~21% of the total GLA as of December 31, ~~2017.~~2021. All but ~~three~~two of our properties are 100% owned.

As of December 31, ~~2017,~~2021, we owned fee simple interests in properties representing ~~62%~~63% of our total GLA. We hold long-term leasehold interests in the remaining properties in our portfolio, representing ~~38%~~37% of our total GLA. As of December 31, ~~2017,~~2021, these leasehold interests had an average remaining term of ~~52.6~~46.5 years, ~~not including any~~excluding available extension options. ~~Including all extension options available to us, our average remaining term would be 71.3 years.~~

The following information generally applies to our properties:

•we believe all of our properties are adequately covered by insurance and are suitable for their intended purposes;

•our properties are located in markets where we are subject to competition in attracting new tenants and retaining current tenants; and

•depreciation is provided on a straight-line basis over the estimated useful lives of the buildings, up to 39 years, and over the shorter of the lease term or useful lives of the tenant improvements.

Tenant Lease Expirations

The following table presents the sensitivity of our annualized base rent due to tenant lease expirations for existing leases for the next 10 years:


Expiration (1)	Number of Expiring Leases	Annualized Base Rent of Expiring Leases (2)(3)		Percent of Total Annualized Base Rent		Total GLA of Expiring Leases (2)	Percent of GLA of Expiring Leases
Month-to-month	121	$	6,915	1.2	%	245	1.0	%
2022	662	57,635		9.9		2,097	9.0
2023	592	61,494		10.5		2,564	11.0
2024	572	69,928		12.0		2,713	11.7
2025	426	55,980		9.6		2,239	9.6
2026	469	50,555		8.6		2,344	10.1
2027	309	68,387		11.7		2,597	11.2
2028	175	35,001		6.0		1,405	6.0
2029	236	44,570		7.6		1,816	7.8
2030	110	30,808		5.3		1,183	5.1
2031	68	23,265		4.0		1,112	4.8
Thereafter	281	79,812		13.6		2,944	12.7
Total	4,021	$	584,350	100	%	23,259	100	%

(1) Leases scheduled to expire on December 31 of a given year are included within that year in the table.
(2) Amounts presented in thousands.
(3) Annualized base rent is calculated by multiplying contractual base rent as of the end of the year by 12 (excluding the impact of abatements, concessions, and straight-line rent).

Expiration ⁽¹⁾

Number of
Expiring
Leases

Total GLA
of Expiring
Leases ⁽²⁾
Percent of GLA of Expiring Leases
Annualized Base Rent of Expiring Leases ⁽²⁾⁽³⁾
Percent of Total Annualized Base Rent
Month-to-month 158
323
1.5 % $ 7,210
1.4 %
2018 531
2,021
9.1
46,044
8.8
2019 531
2,377
10.7
61,966
11.8
2020 440
1,978
8.9
47,344
9.0
2021 502
2,577
11.7
56,825
10.8
2022 388
2,226
10.1
52,832
10.0
2023 194
1,506
6.8
30,684
5.8
2024 168
1,792
8.1
40,572
7.7
2025 144
1,001
4.5
21,544
4.1
2026 133
1,082
4.9
21,825
4.1
2027 147
2,042
9.2
56,350
10.7
Thereafter 197
3,214
14.5
83,082
15.8
Total 3,533
22,139
100 % $ 526,278
100 %

(1) Leases scheduled to expire on December 31 of a given year are included within that year in the table.
(2) Amounts presented in thousands.
(3) Annualized base rent is calculated by multiplying contractual base rent as of the end of the year by 12 (excluding the impact of abatements, concessions, and straight-line rent).

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Geographic Diversification/Concentration Table

The following table lists the states in which our properties are located and provides certain information regarding our portfolio’s geographic diversification/concentration as of December 31, ~~2017:~~2021:


State	GLA (1)	Percent of GLA		Annualized Base Rent (1)(2)		Percent of Annualized Base Rent
Texas	5,315	20.4	%	$	118,777	20.3	%
Florida	3,093	11.9		76,638		13.1
North Carolina	1,812	6.9		38,963		6.7
Massachusetts	965	3.7		36,346		6.2
Indiana	1,811	7.0		34,087		5.8
Georgia	1,280	4.9		30,024		5.1
New York	1,390	5.3		29,155		5.0
Pennsylvania	1,454	5.6		29,072		5.0
Arizona	1,529	5.9		28,932		5.0
Connecticut	1,187	4.6		25,215		4.3
California	992	3.8		23,334		4.0
Ohio	932	3.6		16,757		2.9
Colorado	708	2.7		14,892		2.5
Illinois	454	1.7		13,706		2.3
Missouri	355	1.4		9,694		1.7
South Carolina	377	1.4		8,745		1.5
Wisconsin	368	1.4		7,084		1.2
Alabama	319	1.2		6,456		1.1
Michigan	203	0.8		5,194		0.9
Maryland	181	0.7		4,834		0.8
Tennessee	176	0.7		4,578		0.8
Hawaii	146	0.6		4,021		0.7
Virginia	158	0.6		3,607		0.6
Utah	159	0.6		2,911		0.5
New Mexico	141	0.5		2,365		0.4
Oklahoma	186	0.7		2,294		0.4
New Jersey	57	0.2		1,819		0.3
Mississippi	80	0.3		1,591		0.3
Nevada	73	0.3		1,547		0.3
Idaho	83	0.3		1,178		0.2
Oregon	21	0.1		314		0.1
Minnesota	50	0.2		220		—
Total	26,055	100	%	$	584,350	100	%

(1) Amounts presented in thousands.
(2) Annualized base rent is calculated by multiplying contractual base rent as of the end of the year by 12 (excluding the impact of abatements, concessions, and straight-line rent).

State
GLA ⁽¹⁾
Percent of GLA
Annualized Base Rent ⁽¹⁾⁽²⁾
Percent of Annualized Base Rent
Texas 4,515
18.7 % $ 99,671
18.9 %
Florida 2,748
11.4
62,203
11.8
Indiana 1,811
7.5
31,882
6.1
Massachusetts 1,013
4.2
31,550
6.0
Arizona 1,530
6.3
28,442
5.4
Georgia 1,160
4.8
25,931
4.9
South Carolina 1,285
5.3
24,283
4.6
Pennsylvania 1,305
5.4
23,777
4.5
North Carolina 942
3.9
22,543
4.3
New York 1,108
4.6
22,210
4.2
Connecticut 969
4.0
20,935
4.0
Colorado 538
2.2
17,193
3.3
California 703
2.9
17,041
3.2
Ohio 761
3.2
14,267
2.7
Tennessee 621
2.6
12,581
2.4
Illinois 382
1.6
11,237
2.1
Missouri 355
1.5
9,313
1.8
Wisconsin 368
1.5
7,491
1.4
Alabama 319
1.3
6,373
1.2
Michigan 203
0.8
5,457
1.0
Oklahoma 186
0.8
4,893
0.9
Maryland 181
0.8
4,591
0.9
Hawaii 143
0.6
3,676
0.7
New Mexico 162
0.7
3,544
0.7
Virginia 164
0.7
3,115
0.6
New Hampshire 72
0.3
2,119
0.4
Mississippi 80
0.3
1,887
0.4
Utah 112
0.5
1,877
0.4
Kansas 67
0.3
1,543
0.3
Minnesota 158
0.7
1,472
0.3
New Jersey 57
0.2
1,421
0.3
Nevada 73
0.3
1,218
0.2
Oregon 23
0.1
542
0.1
Total 24,114
100 % $ 526,278
100 %

(1) Amounts presented in thousands.
(2) Annualized base rent is calculated by multiplying contractual base rent as of the end of the year by 12 (excluding the impact of abatements, concessions, and straight-line rent).

Item 3. Legal Proceedings

We are subject to claims and litigation arising in the ordinary course of business. We are also subject to employee claims and/or threatened claims from time to time. We do not believe any liability from any reasonably foreseeable disposition of such claims and litigation, individually or in the aggregate, would have a material adverse effect on our accompanying consolidated financial statements.

Item 4. Mine Safety Disclosures

Not applicable

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PART II

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

Market Information

~~The following table sets forth the high and low sales prices of HTA’s~~HTA has common stock asand is reported on the NYSE ~~and~~under the ~~dividends declared per share by HTA.~~trading symbol “HTA”. There is no established market for trading HTALP’s OP Units.

2017 High Low Dividends Declared Per Share
First Quarter $ 32.37
$ 28.61
$ 0.300
Second Quarter 33.00
29.23
0.300
Third Quarter 31.87
29.11
0.305
Fourth Quarter 31.69
29.21
0.305
Total $ 1.210

2016 High Low Dividends Declared Per Share
First Quarter $ 29.42
$ 25.90
$ 0.295
Second Quarter 32.57
27.99
0.295
Third Quarter 34.64
31.38
0.300
Fourth Quarter 32.60
26.34
0.300
Total $ 1.190

Dividends

In accordance with the terms of HTALP’s partnership agreement, the dividend HTA pays to its stockholders is equal to the amount of distributions it receives from HTALP. ~~Therefore, the distribution amounts presented above reflect the amount~~Please refer to Liquidity and Capital Resources - Dividends within Item 7 - Management's Discussion and Analysis of ~~distributions paid by HTALP~~Financial Condition and Results of Operations for more information relating to ~~HTA.~~

~~On February 15, 2018, HTA’s Board of Directors announced a quarterly~~our dividend ~~of $0.305 per share/unit to be paid on April 10, 2018 to stockholders of record of its common stock and OP unitholders on April 3, 2018.~~policy.

Stockholders

As of February ~~14, 2018,~~22, 2022, HTA had ~~2,266~~1,908 stockholders of record.

~~Table of Contents~~

Stock Performance Graph

The graph below compares the cumulative returns of HTA, ~~MSCI~~ US REIT (RMS) Index, S&P 500 Index and ~~SNL~~Dow Jones U.S. ~~REIT Healthcare~~Real Estate Health Care Index from the date of our listing on the NYSE on June 6, 2012 through December 31, ~~2017.~~2021. All periods prior to 2015 have been adjusted retroactively to reflect the reverse stock split effective December 15, 2014. The total returns assume dividends are reinvested.

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Purchases of Equity Securities by the Issuer and Affiliated Purchasers

During the three months ended December 31, ~~2017,~~2021, we ~~made no repurchase of~~repurchased shares of ~~HTA’s~~our common stock ~~or HTALP’s OP Units.~~as follows:


Period	Total Number of Shares Purchased (1) (2)	Average Price Paid per Share (1) (2)		Total Number of Shares Purchased as Part of Publicly Announced Plan or Program	Maximum Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs
October 1, 2021 to October 31, 2021	97	$	32.96	—	—
November 1, 2021 to November 30, 2021	506	33.39		—	—
December 1, 2021 to December 31, 2021	160	33.25		—	—

(1) Purchases represent shares of common stock withheld by us to satisfy withholding obligations on the vesting of restricted shares. The price paid per share was the then applicable closing price of our common stock on the NYSE.
(2) For each share of common stock redeemed by HTA, HTALP redeems a corresponding number of OP Units in the HTALP operating partnership. Therefore, the OP Units in the HTALP operating partnership repurchased by HTALP are the same as the shares of common stock repurchased by HTA as shown above.

Securities Authorized for Issuance under Equity Compensation Plans

The Amended and Restated 2006 Incentive Plan (the “Plan”) authorizes the granting of awards in any of the following forms: options; stock appreciation rights; restricted stock; restricted or deferred stock units; performance awards; dividend equivalents; other stock-based awards, including units in operating partnership; and cash-based awards. Subject to adjustment as provided in the Plan, the aggregate number of shares of our common stock reserved and available for issuance pursuant to awards granted under the Plan is ~~5,000,000.~~9,804,333.

Recent Sales of Unregistered Securities, Use of Proceeds from Registered Securities Paid

None.

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December 31,
(In thousands) 2017 2016 2015 2014 2013
Balance Sheet Data:
Real estate investments, net $ 5,947,874
$ 3,503,020
$ 2,959,468
$ 2,822,844
$ 2,526,991
Total assets ⁽¹⁾
6,449,582
3,747,844
3,172,300
3,031,384
2,744,666
Debt ⁽¹⁾
2,781,031
1,768,905
1,590,696
1,402,195
1,206,573
Noncontrolling interests 84,666
93,143
27,534
29,282
12,543
Total equity 3,363,448
1,780,417
1,406,958
1,476,421
1,399,749

Year Ended December 31,
(In thousands, except per share data) 2017 2016 2015 2014 2013
Statement of Operations Data:
Total revenues ⁽²⁾
$ 613,990
$ 460,928
$ 403,822
$ 371,505
$ 321,601
Rental expenses ⁽²⁾
192,147
143,751
123,390
113,508
97,316
Net income attributable to common stockholders 63,916
45,912
32,931
45,371
24,261
Net income attributable to common stockholders per share - basic ⁽³⁾
0.35
0.34
0.26
0.38
0.21
Net income attributable to common stockholders per share - diluted ⁽³⁾
0.34
0.33
0.26
0.37
0.21
Statement of Cash Flows Data:
Cash flows provided by operating activities $ 307,543
$ 203,695
$ 191,095
$ 168,499
$ 147,824
Cash flows used in investing activities ⁽⁴⁾
(2,455,096 ) (608,393 ) (274,171 ) (257,017 ) (374,209 )
Cash flows provided by financing activities 2,241,068
400,781
80,826
83,535
229,001
Other Data:
Dividends declared to stockholders $ 227,024
$ 164,221
$ 147,539
$ 139,355
$ 132,680
Dividends declared per share ⁽³⁾
1.21
1.19
1.17
1.16
1.15
Dividends paid in cash to stockholders 207,087
159,174
146,372
137,158
129,360
FFO attributable to common stockholders ⁽⁵⁾
284,226
215,570
188,206
157,746
145,908
Normalized FFO attributable to common stockholders⁽⁵⁾
301,957
225,221
195,920
176,639
147,834
NOI ⁽⁶⁾
421,843
317,177
280,432
257,997
224,285

(1) The amounts for 2013-2014 differ from amounts previously reported in our Annual Report for the years ended December 31, 2013 and 2014, as a result of the retrospective presentation of the early adoption of ASU 2015-03 and 2015-15 as of December 31, 2015.
(2) The amount for 2013 differs from the amount previously reported in our Annual Report for the year ended December 31, 2013, as a result of discontinued operations of one property classified as held for sale in 2013. During 2014, this property was reclassified out of held for sale and the results of operations were included within the results of operating properties for all periods presented.
(3) The amount for 2013 has been adjusted retroactively to reflect the reverse stock split effective on December 31, 2014.
(4) The amounts for 2013-2016 differ from amounts previously reported in our Annual Report for the years ended December 31, 2013, 2014, 2015, and 2016, as a result of the retrospective presentation of the early adoption of ASU 2016-18 as of January 1, 2017.
(5) For additional information on FFO and Normalized FFO, see Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, which includes a reconciliation to net income or loss attributable to common stockholders and an explanation of why we present these non-GAAP financial measures.
(6) For additional information on NOI, see Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, which includes a reconciliation to net income or loss attributable to common stockholders and an explanation of why we present this non-GAAP financial measure.

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Healthcare Trust of America Holdings, LP


	Year Ended December 31,
(In thousands, except per unit data)	2021		2020		2019		2018		2017
Balance Sheet Data as of December 31:
Real estate investments, net	$	6,167,829	$	6,110,165	$	6,045,801	$	5,665,621	$	5,947,874
Total assets	6,889,689		6,790,692		6,638,749		6,188,476		6,449,582
Debt	3,028,122		3,026,999		2,749,775		2,541,232		2,781,031
Total partners’ capital	3,344,316		3,234,919		3,430,644		3,334,914		3,363,448
Statement of Operations Data:
Total revenues	$	767,073	$	738,965	$	692,040	$	696,426	$	613,990
Rental expenses	236,850		226,859		211,479		220,617		192,147
Net income attributable to common OP unitholders	99,784		53,508		30,692		217,537		65,454
Net income attributable to common OP unitholders per unit - basic	0.45		0.24		0.15		1.04		0.35
Net income attributable to common OP unitholders per unit - diluted	0.45		0.24		0.15		1.04		0.35
Statement of Cash Flows Data:
Cash flows provided by operating activities	$	385,616	$	387,962	$	340,394	$	337,396	$	307,543
Cash flows (used in) provided by investing activities	(399,855)		(319,260)		(667,289)		176,309		(2,455,096)
Cash flows (used in) provided by financing activities	(47,457)		12,447		230,981		(498,735)		2,241,068
Other Data:
Distributions declared to general partner	$	286,040	$	277,626	$	260,593	$	253,699	$	227,024
Distributions declared per unit	1.29		1.27		1.25		1.23		1.21
Distributions paid in cash to general partner	281,820		275,816		256,117		252,651		207,087
FFO attributable to common OP Unitholders (1)	388,154		345,589		320,276		339,639		285,764
Normalized FFO attributable to common OP Unitholders (1)	391,810		379,311		344,272		340,400		301,957
NOI (2)	530,223		512,106		480,561		475,809		421,843

(1) For additional information on FFO and Normalized FFO, see Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, which includes a reconciliation to net income or loss attributable to common unitholders and an explanation of why we present these non-GAAP financial measures.
(2) For additional information on NOI, see Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, which includes a reconciliation to net income or loss attributable to common unitholders and an explanation of why we present this non-GAAP financial measure.

December 31,
(In thousands) 2017 2016 2015 2014 2013
Balance Sheet Data:
Real estate investments, net $ 5,947,874
$ 3,503,020
$ 2,959,468
$ 2,822,844
$ 2,526,991
Total assets ⁽¹⁾
6,449,582
3,747,844
3,172,300
3,031,384
2,744,666
Debt ⁽¹⁾
2,781,031
1,768,905
1,590,696
1,402,195
1,206,573
Total partners’ capital 3,363,448
1,780,417
1,406,958
1,476,421
1,401,294

Year Ended December 31,
(In thousands, except per unit data) 2017 2016 2015 2014 2013
Statement of Operations Data:
Total revenues ⁽²⁾
$ 613,990
$ 460,928
$ 403,822
$ 371,505
$ 321,601
Rental expenses ⁽²⁾
192,147
143,751
123,390
113,508
97,316
Net income attributable to common unitholders 65,454
47,227
33,445
45,861
24,633
Net income attributable to common unitholders per unit - basic ⁽³⁾
0.35
0.34
0.26
0.38
0.21
Net income attributable to common unitholders per unit - diluted ⁽³⁾
0.35
0.34
0.26
0.38
0.21
Statement of Cash Flows Data:
Cash flows provided by operating activities $ 307,543
$ 203,695
$ 191,095
$ 168,499
$ 147,824
Cash flows used in investing activities ⁽⁴⁾
(2,455,096 ) (608,393 ) (274,171 ) (257,017 ) (374,209 )
Cash flows provided by financing activities 2,241,068
400,781
80,826
83,535
229,001
Other Data:
Distributions declared to general partner $ 227,024
$ 164,221
$ 147,539
$ 139,355
$ 132,680
Distributions declared per unit ⁽³⁾
1.21
1.19
1.17
1.16
1.15
Distributions paid in cash to general partner 207,087
159,174
146,372
137,158
129,360
FFO attributable to common unitholders ⁽⁵⁾
285,764
216,885
188,720
158,236
146,280
Normalized FFO attributable to common unitholders ⁽⁵⁾
301,957
225,221
195,920
176,639
147,835
NOI ⁽⁶⁾
421,843
317,177
280,432
257,997
224,285

(1) The amounts for 2013-2014 differ from amounts previously reported in our Annual Report for the years ended December 31, 2013 and 2014, as a result of the retrospective presentation of the early adoption of ASU 2015-03 and 2015-15 as of December 31, 2015.
(2) The amount for 2013 differs from the amount previously reported in our Annual Report for the year ended December 31, 2013, as a result of discontinued operations of one property classified as held for sale in 2013. During 2014, this property was reclassified out of held for sale and the results of operations were included within the results of operating properties for all periods presented.
(3) The amount for 2013 has been adjusted retroactively to reflect the reverse stock split effective on December 31, 2014.
(4) The amounts for 2013-2016 differ from amounts previously reported in our Annual Report for the years ended December 31, 2013, 2014, 2015, and 2016, as a result of the retrospective presentation of the early adoption of ASU 2016-18 as of January 1, 2017.
(5) For additional information on FFO and Normalized FFO, see Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, which includes a reconciliation to net income or loss attributable to common unitholders and an explanation of why we present these non-GAAP financial measures.
(6) For additional information on NOI, see Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, which includes a reconciliation to net income or loss attributable to common unitholders and an explanation of why we present this non-GAAP financial measure.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The use of the words “we,” “us” or “our” refers to HTA and HTALP, collectively.

The following discussion should be read in conjunction with our consolidated financial statements and notes appearing elsewhere in this Annual Report. Such consolidated financial statements and information have been prepared to reflect HTA and HTALP’s financial position as of December 31, ~~2017~~2021 and ~~2016,~~2020, together with results of operations and cash flows for the years ended December 31, ~~2017, 2016~~2021, 2020 and ~~2015.~~2019.

The information set forth below is intended to provide readers with an understanding of our financial condition, changes in financial condition and results of operations.

•Forward-Looking Statements;

•Executive Summary;

•Company Highlights;

•Critical Accounting Policies;

•Recently Issued or Adopted Accounting Pronouncements;

•Factors Which May Influence Results of Operations;

•Results of Operations;

•Non-GAAP Financial Measures;

•Liquidity and Capital Resources;

•Commitments and Contingencies;

•Debt Service Requirements;

•Contractual Obligations;

•Off-Balance Sheet Arrangements; and

•Inflation.

Forward-Looking Statements

Certain statements contained in this Annual Report constitute forward-looking statements within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”)). Such statements include, in particular, statements about our plans, strategies, prospects and estimates regarding future MOB market performance. Additionally, such statements are subject to certain risks and uncertainties, as well as known and unknown risks, which could cause actual results to differ materially and in adverse ways from those projected or anticipated. Therefore, such statements are not intended to be a guarantee of our performance in future periods. Forward-looking statements are generally identifiable by the use of such terms as “expect,” “project,” “may,” “should,” “could,” “would,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “continue,” “opinion,” “predict,” “potential,” “pro forma” or the negative of such terms and other comparable terminology. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this Annual Report is filed with the SEC. We cannot guarantee the accuracy of any such forward-looking statements contained in this Annual Report, and we do not intend to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

Forward-looking statements regarding HR and HTA, include, but are not limited to, statements related to the Proposed Transaction, including the anticipated timing, benefits and financial and operational impact thereof; HR’s expected financing for the transaction; other statements of management’s belief, intentions or goals; and other statements that are not historical facts. These forward-looking statements are based on each of the companies’ current plans, objectives, estimates, expectations and intentions and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks and uncertainties associated with: HR’s and HTA’s ability to complete the Proposed Transaction on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to securing the necessary shareholder approvals and satisfaction of other closing conditions to consummate the Proposed Transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive transaction agreement relating to the Proposed Transaction; risks related to diverting the attention of HR and HTA management from ongoing business operations; failure to realize the expected benefits of the Proposed Transaction; significant transaction costs and/or unknown or inestimable liabilities; the risk of shareholder litigation in connection with the Proposed Transaction, including resulting

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expense or delay; the risk that HTA’s business will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; the ability to obtain the expected financing to consummate the Proposed Transaction; risks related to future opportunities and plans for the Company, including the uncertainty of expected future financial performance and results of the Company following completion of the Proposed Transaction; effects relating to the announcement of the Proposed Transaction or any further announcements or the consummation of the Proposed Transaction on the market price of HR’s or HTA’s common stock; the possibility that, if HR does not achieve the perceived benefits of the Proposed Transaction as rapidly or to the extent anticipated by financial analysts or investors, the market price of HR’s common stock could decline; general adverse economic and local real estate conditions; the inability of significant tenants to continue paying their rent obligations due to bankruptcy, insolvency or a general downturn in their business; increases in interest rates; increases in operating expenses and real estate taxes; changes in the dividend policy for HR’s common stock or its ability to pay dividends; impairment charges; pandemics or other health crises, such as COVID-19; and other risks and uncertainties affecting HR and HTA, including those described from time to time under the caption “Risk Factors” and elsewhere in HR’s and HTA’s SEC filings and reports, including HR’s Annual Report on Form 10-K for the year ended December 31, 2021, HTA’s Annual Report on Form 10-K for the year ended December 31, 2021, and other filings and reports by either company. Moreover, other risks and uncertainties of which HR or HTA are not currently aware may also affect each of the companies’ forward-looking statements and may cause actual results and the timing of events to differ materially from those anticipated. The forward-looking statements made in this communication are made only as of the date hereof or as of the dates indicated in the forward-looking statements, even if they are subsequently made available by HR or HTA on their respective websites or otherwise. Neither HR nor HTA undertakes any obligation to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made, except as required by law.

Any such forward-looking statements reflect our current views about future events, are subject to unknown risks, uncertainties, and other factors, and are based on a number of assumptions involving judgments with respect to, among other things, future economic, competitive and market conditions, all of which are difficult or impossible to predict accurately. To the extent that our assumptions differ from actual results, our ability to meet such forward-looking statements, including our ability to generate positive cash flow from operations, provide dividends to stockholders and maintain the value of our real estate properties, may be significantly hindered. Factors that might impair our ability to meet such forward-looking statements include, without limitation, those discussed in Part I, Item 1A - Risk Factors are included herein and other filings with the SEC.

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Forward-looking statements express expectations of future events. All forward-looking statements are inherently uncertain as they are based on various expectations and assumptions concerning future events and they are subject to numerous known and unknown risks and uncertainties that could cause actual events or results to differ materially from those projected. Due to these inherent uncertainties, our stockholders are urged not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date made. In addition, we undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to projections over time, except as required by law.

These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Additional information concerning us and our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Executive Summary

~~HTA is~~We are the largest publicly-traded REIT focused on MOBs in the U.S. as measured by the GLA of ~~its~~our MOBs. ~~HTA conducts~~We conduct substantially all of ~~its~~our operations through HTALP. We invest in MOBs that we believe will serve the future of healthcare delivery and MOBs that are primarily located on health system campuses, near university medical centers, or in core community outpatient locations. We also focus on our key markets that have certain demographic and macro-economic trends and where we can utilize our institutional full-service ~~property management, leasing and development services~~operating platform to generate strong tenant and health system relationships and operating cost efficiencies. Our primary objective is to maximize stockholder value with disciplined growth through strategic investments that provide an attractive risk-adjusted return for our stockholders by consistently increasing our cash flow. In pursuing this objective, we: (i) seek internal growth through proactive asset management, leasing, building services and property management oversight; (ii) target accretive acquisitions and developments of MOBs in markets with attractive demographics that complement our existing portfolio; and (iii) actively manage our balance sheet to maintain flexibility with conservative leverage. Additionally, from time to time we consider, on an opportunistic basis, significant portfolio acquisitions that we believe fit our core business and could enhance our existing portfolio.

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Since 2006, we have invested ~~$7.0~~$7.8 billion ~~to create a portfolio of~~primarily in MOBs, development projects, land and other healthcare real estate assets consisting of approximately ~~24.1~~26.1 million square feet of GLA throughout the U.S. Approximately ~~70%~~67% of our portfolio was located on the campuses of, or adjacent to, nationally and regionally recognized healthcare systems. Our portfolio is diversified geographically across 3332 states, with no state having more than ~~19%~~21% of our total GLA as of December 31, ~~2017.~~2021. We are concentrated in 20 to 25 key markets that are experiencing higher economic and demographic trends than other markets, on average, that we expect will drive demand for MOBs. As of December 31, ~~2017,~~2021, we had approximately 1 million square feet of GLA in ~~each~~ten of our top ~~ten~~20 key markets and approximately ~~93%~~95% of our portfolio, based on GLA, is located in the top 75 MSAs, with Dallas, Houston, Boston, ~~Tampa~~Atlanta and ~~Atlanta~~Miami being our largest markets by investment.

Company Highlights

Portfolio Operating Performance

•For the year ended December 31, ~~2017, our~~2021, total revenue increased ~~33.2%~~3.8%, or ~~$153.1~~$28.1 million, to ~~$614.0~~$767.1 million, compared to $739.0 million for the year ended December 31, ~~2016.~~2020.

•For the year ended December 31, ~~2017,~~2021, net income was $99.8 million, compared to $53.5 million for the year ended December 31, 2020.

•For the year ended December 31, 2021, net income attributable to common stockholders was ~~$0.34~~$0.44 per diluted share, or ~~$63.9~~$98.0 million, compared to ~~$0.33~~$0.24 per diluted share, or ~~$45.9~~$52.6 million, for the year ended December 31, ~~2016.~~2020.

•For the year ended December 31, ~~2017,~~2021, HTA’s FFO, as defined by NAREIT, was ~~$284.2~~$386.4 million, or ~~$1.53~~$1.72 per diluted share, compared to ~~$1.54~~$1.56 per diluted share, or ~~$215.6~~$344.7 million, for the year ended December 31, ~~2016.~~2020.

•For the year ended December 31, ~~2017,~~2021, HTALP’s FFO, as defined by NAREIT, was ~~$285.8~~$388.2 million, or ~~$1.54~~$1.73 per diluted OP Unit, compared to ~~$1.55~~$1.56 per diluted OP ~~unit,~~Unit, or ~~$216.9~~$345.6 million, for the year ended December 31, ~~2016.~~2020.

•For the year ended December 31, ~~2017,~~2021, HTA’s and HTALP’s Normalized FFO was ~~$1.63~~$1.75 per diluted share and OP Unit, or ~~$302.0~~$391.8 million, ~~an increase of $0.02~~compared to $1.71 per diluted share and OP Unit, or ~~1.2%, compared to~~$379.3 million, for the year ended December 31, ~~2016.~~2020.

•For additional information on FFO and Normalized FFO, see “FFO and Normalized FFO” below, which includes a reconciliation to net income attributable to common stockholders/unitholders and an explanation of why we present this non-GAAP financial measure.

•For the year ended December 31, ~~2017, our~~2021, NOI increased ~~33.0%~~3.5%, or ~~$104.7~~$18.1 million, to ~~$421.8~~$530.2 million, compared to $512.1 million for the year ended December 31, ~~2016.~~2020.

•For the year ended December 31, ~~2017, our~~2021, Same-Property Cash NOI increased ~~2.9%~~1.7%, or ~~$8.0~~$7.8 million, to ~~$284.8~~$460.8 million, compared to $453.0 million for the year ended December 31, ~~2016.~~2020.

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•For additional information on NOI and Same-Property Cash NOI, see “NOI, Cash NOI and Same-Property Cash NOI” below, which includes a reconciliation from net income and an explanation of why we present these non-GAAP financial measures.

Key Market Focused Strategy and Investments

We believe we have been one of the most active investors in the medical office sector over the last decade. This has enabled us to create a high quality portfolio focused on MOBs serving the future of healthcare with scale and significance in 20 to 25 key markets.

•Our ~~investments~~investment strategy includes alignment with key healthcare systems, hospitals, and leading academic medical universities. ~~The Company is~~We are the largest owner of on-campus or adjacent MOBs in the country, with approximately ~~16.9~~17.4 million square feet of GLA, or ~~70%,~~67% of our portfolio, located in these locations. The remaining ~~30% are~~33% of our portfolio is located in core community outpatient locations where healthcare is increasingly being delivered.

•Over the last several years, our investments have been focused in our 20 to 25 key markets which we believe will outperform the broader U.S. from an economic and demographic perspective. As of December 31, ~~2017,~~2021, approximately ~~93%~~95% of our portfolio’s GLA is located in the top 75 MSAs. Our key markets represent top MSAs with strong growth metrics in jobs, household income and population, as well as low unemployment and mature healthcare infrastructures. Many of our key markets are also supported by strong university systems.

•Our key market focus has enabled us to establish scale and effectively utilize our ~~internal property~~asset management and leasing platform to deliver consistent same store growth and additional yield on investments, and also cost effective service to tenants. As of December 31, ~~2017,~~2021, we had approximately 1 million square feet of GLA in ~~each~~ten of our top ~~ten~~20 key markets and approximately ~~500,000~~0.5 million square feet of GLA in ~~each~~17 of our top 1620 key markets. We expect to establish this scale across 20 to 25 key markets as our portfolio expands.

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•During the year ended December 31, ~~2017, we completed~~2021, HTA closed on approximately $308.8 million of investments totaling ~~$2.7 billion, including the Duke Acquisition~~approximately 960,000 square feet of ~~$2.25 billion, net~~GLA, with expected year-one contractual MOB yields of ~~development credits we received at~~approximately 5.7%. These properties were approximately 85% leased as of closing, ~~projects under development, which were~~and are located ~~substantially in certain of our 20 to 25~~within HTA's key markets. ~~Our 2017 investments represents an increase~~Additionally, HTA funded approximately $80 million in ~~total GLA of approximately 36% compared to 2016.~~loan funding commitments for MOB development projects in Houston, Texas and Charlotte, North Carolina.

•During the year ended December 31, ~~2017,~~2021, we completed ~~dispositions~~the disposition of ~~four~~fifteen MOBs located in ~~Wisconsin, California and Texas~~non-key markets for an aggregate gross sales price of ~~$85.2~~$88.3 million, representing approximately 599,000 square feet of GLA, and generating net gains of ~~$37.8~~approximately $39.2 million.

•During the year ended December 31, 2021, we completed the development of three new on-campus MOBs located in the key markets of Miami, Florida; Bakersfield, California; and Dallas, Texas. Total construction costs on these developments were approximately $110 million and totaled approximately 245,000 square feet of GLA and are currently 78% leased. Our development pipeline consists of five projects in the pre-leasing process, totaling over 850,000 square feet of GLA. These projects are located in Houston, Orlando and Raleigh and are highlighted by HTA's previously announced strategic partnership with Medistar Corporation to co-develop the Texas A&M Innovation Plaza - Horizon Tower located in Houston, Texas, a 485,000 square foot medical office and life sciences tower with anticipated costs of $215 million expected to commence construction in 2022.

Internal Growth through Proactive In-House Property Management and Leasing

We believe we have the largest full-service operating platform in the medical office ~~space~~sector that consists of our in-house property management and leasing functions which allows us to better manage and service our existing portfolio. In each of these markets, we have established a strong in-house ~~property~~asset management and leasing platform that has allowed us to develop valuable relationships with health systems, physician practices, universities, and regional development firms that have led to investment and leasing opportunities. Our full-service ~~operational platforms have~~operating platform has also enabled us to focus on generating cost efficiencies as we gain scale across individual markets and regions.

•As of December 31, ~~2017,~~2021, our in-house ~~property~~asset management and leasing platform operated approximately ~~22.4~~25.1 million square feet of GLA, or ~~93%,~~96% of our total portfolio, a significant increase from 8.8 million square feet, or 70%, of GLA managed in-house in 2012.

•As of December 31, ~~2017,~~2021, our leased rate ~~(includes~~(which includes leases which have been executed, but which have not yet commenced) was ~~91.8%~~89.3% by GLA, and our occupancy rate was ~~91.0%~~87.5% by GLA.

•We entered into new and renewal leases on approximately ~~2.7~~2.8 million square feet of GLA, or ~~11.2%~~10.8% of the GLA of our total portfolio, ~~for~~during the year ended December 31, ~~2017.~~2021.

•During the year ended December 31, ~~2017,~~2021, tenant retention for the Same-Property portfolio was ~~78%~~74%, which included approximately ~~1.5~~2.8 million square feet of GLA of expiring leases, which we believe is indicative of our commitment to maintaining buildings in desirable locations and fostering strong tenant relationships. Tenant retention is defined as the sum of the total leased GLA of tenants that renewed a lease during the period over the total GLA of leases that renewed or expired during the period.

Financial Strategy and Balance Sheet Flexibility

•As of December 31, ~~2017,~~2021, we had total leverage, measured by ~~net debt (total~~ debt less cash and cash ~~equivalents)~~equivalents to total capitalization, of ~~29.9%~~27.7%. Total liquidity was ~~$1.2~~$1.1 billion, ~~including cash and cash equivalents~~inclusive of ~~$100.4 million, a $75.0 million forward commitment and $991.2 million~~$1.0 billion available on our unsecured revolving credit facility ~~(includes the impact~~and cash and cash equivalents of ~~$8.8~~$52.4 million ~~of outstanding letters of credit)~~ as of December 31, ~~2017.~~2021.

•As of December 31, 2021, the weighted average remaining term of our debt portfolio was 6.6 years.

47•In March 2021, we entered into equity distribution agreements with various sales agents with respect to our at-the-market ("ATM") offering program of common stock with an aggregate sales amount of up to $750.0 million, which replaced our prior ATM offering program that expired in February 2021. As of December 31, 2021, $750.0 million remained available for issuance by us under our current ATM.

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•During the year ended December 31, ~~2017,~~2021, we issued ~~and sold $1.8 billion~~approximately 9.4 million shares of ~~equity at an average price of $28.76 per share and entered a forward sale arrangement pursuant to a forward equity agreement, with anticipated~~our common stock under our ATM program for net proceeds of approximately ~~$75.0~~$251.3 million, adjusted for costs to ~~be settled in April 2018, subject~~borrow equating to ~~adjustments as provided in the forward equity agreement. Our equity issued during the year consisted~~a net price to us of ~~$1.6 billion from the sale~~$26.68 per share of common stock in an underwritten public offering at an average price of $28.50 per share, $125.7 million from the sale of common stock under our previous ATM at an average price of $31.45 per share, approximately $124.3 million from the sale of common stock under the new ATM at an average price of $29.60 per share and $1.1 million from the issuance of OP Units in connection with two acquisition transactions.

In June 2017, we issued in a public offering (i) $400.0 million of 5-year unsecured senior notes, with a coupon of 2.95% per annum and (ii) $500.0 million of 10-year unsecured senior notes, with a coupon of 3.75% per annum.

In addition, as part of the Duke Acquisition, we were required by the seller to execute, as the borrower, a $286.0 million Promissory Note. The Promissory Note has an interest rate of 4.0% per annum, maturing in 2020.

On July 27, 2017, we entered into an amended and restated $1.3 billion Unsecured Credit Agreement which increased the amount available under the unsecured revolving credit facility to $1.0 billion and extended the maturities of the unsecured revolving credit facility to June 30, 2022 and for the $300.0 million unsecured term loan until February 1, 2023. The interest rate on the unsecured revolving credit facility is adjusted LIBOR plus a margin ranging from 0.83% to 1.55% per annum based on HTA’s credit rating.

~~On February 15, 2018, our Board of Directors announced a quarterly dividend of $0.305 per share/unit of common~~ stock.

Critical Accounting Policies

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The preparation of financial statements in conformity with GAAP requires our management to use judgment in the application of accounting principles, including making estimates. We base our estimates on experience and various other assumptions we believe are reasonable under the circumstances. These estimates affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting periods. However, if our judgment or interpretation of the facts and circumstances relating to the various transactions or other matters had been different, it is possible that different accounting would have been applied, resulting in different presentation of our financial statements. We periodically reevaluate our estimates and in the event they prove to be different from actual results, we make adjustments in subsequent periods to reflect more current estimates about matters that are inherently uncertain. Below is a discussion of accounting policies that we consider critical as they may require more complex judgment in their application or require estimates about matters that are inherently uncertain. For further information on significant accounting policies that impact us, see Note 2 - Summary of Significant Accounting Policies toin the accompanying consolidated financial ~~statements.~~statements in Part IV, Item 15.

Basis of Presentation

Our accompanying consolidated financial statements include our accounts and those of our wholly-owned subsidiaries and joint venture entities in which we own a majority interest with the ability control operations. We consolidate variable interest entities (“VIEs”) when we are the primary beneficiary. All inter-company balances and transactions have been eliminated in the accompanying consolidated financial statements.

We make judgments with respect to our level of influence or control and whether we are (or are not) the primary beneficiary of a VIE. Consideration of various factors ~~includes,~~include, but isare not limited to, our ability to direct the activities that most significantly impact the entity’s economic performance, our form or ownership interest, our representation on the entity’s governing body, the size and seniority of our investment, our ability and rights of other investors to participate in policy making decisions, replace the manager and/or liquidate the entity, if applicable. Our ability to correctly assess our influence or control over an entity when determining the primary beneficiary of a VIE affects the presentation of these entities in our consolidated financial statements. If we perform a primary beneficiary analysis at a date other than at inception of the VIE, our assumptions may be different and may result in the identification of a different primary beneficiary.

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Revenue Recognition

Rental revenue is our primary source of revenue. At the inception of a new lease we assess the terms and conditions to determine proper classification. If the estimates utilized by us in our assessment were different, then our lease classification for accounting purposes may have been different, which could impact the timing and amount of revenue recognized. We recognize rental revenue from operating leases on a straight-line basis over the term of the related lease (including rent holidays). Tenant reimbursement revenue, which is comprised of additional amounts recoverable from tenants for common area maintenance expenses and certain other recoverable expenses, is recognized as revenue in the period in which the related expenses are incurred. Effective January 1, 2018, with the adoption of Topic 606 - Revenue from Contracts with Customers, the revenue recognition process ~~will be~~is based on a five-step model to account for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. Topic 606 requires an entity to recognize revenue 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. For more detailed information on Topic 606, see ~~“Recently Issued or Adopted Accounting Pronouncements” in~~ Note 2 - Summary of Significant Accounting Policies to the accompanying consolidated financial ~~statements.~~statements in Part IV, Item 15.

~~Allowance for Uncollectible Accounts~~Leases

~~Tenant receivables, including straight-line rent receivables, are carried net~~In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-02, codified as ASC 842 - Leases (Topic 842). This new standard superseded ASC Topic 840 and states that companies will be required to recognize lease assets and lease liabilities on the balance sheet and disclose key information about leasing arrangements. Topic 842 requires qualitative and quantitative disclosures to supplement the amounts recorded in the financial statements so that users can understand the nature of the ~~allowances~~entity’s leasing activities, including significant judgments and changes in judgments.

As a lessor, we lease space in our MOBs primarily to medical enterprises. The assets underlying these leases consist of buildings and associated land which are included as real estate investments on our accompanying consolidated balance sheets. All of our leases for ~~uncollectible amounts. An allowance is maintained~~which we are the lessor are classified as operating leases under Topic 842.

Leases, for ~~estimated losses resulting from~~which we are the ~~inability of certain tenants to meet the contractual obligations under their~~lessee, are classified as separate components on our accompanying consolidated balance sheets. Operating leases are included as right-of-use (“ROU”) assets - operating leases, net, with a corresponding lease liability - operating leases. ~~Our determination of the adequacy of these allowances requires judgment~~Financing leases are included in receivables and ~~is based primarily upon evaluations of historical loss experience, the tenant’s financial condition,~~other assets, net with a corresponding lease liability in security deposits, ~~letters of credit, lease guarantees, current economic conditions~~prepaid rent and other ~~relevant factors. Our estimates may differ from actual results, which could significantly impact~~liabilities. A lease liability is recognized for our obligation related to the lease and an ROU asset represents our right to use the underlying asset over the lease term. For more detailed information on Topic 842, see Note 2 - Summary of Significant Accounting Policies to the accompanying consolidated financial ~~statements.~~statements in Part IV, Item 15.

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Investments in Real Estate

With the adoption of ASU 2017-01 in January 2017, ~~we expect~~ the majority of our ~~future~~ investments in real estate investments ~~will be~~have been accounted for as asset acquisitions and towe record the purchase price to tangible and intangible assets and liabilities based on their relative fair values. Tangible assets primarily consist of land and buildings and improvements. Additionally, the purchase price includes acquisition related expenses, above or below market leases, above or below market leasehold interests, in place leases, tenant relationships, above or below market debt assumed, interest rate swaps assumed and any contingent consideration recorded when the contingency is resolved. The determination of the fair value requires us to make certain estimates and assumptions.

The fair value of the land and buildings and improvements is based upon our determination of the value of the property as if it were to be replaced or as if it were vacant using discounted cash flow models similar to those used by market participants. Factors considered by us include an estimate of carrying costs during the expected lease-up periods considering current market conditions and costs to execute similar leases.

The value of in place leases is based on our evaluation of the specific characteristics of each tenant’s lease. The factors considered include estimated lease-up periods, market rent and other market conditions.

We analyze the acquired leases to determine whether the rental rates are above or below market. The value associated with above or below market leases is based upon the present value (using a discount rate which reflects the risks associated with the acquired leases) of the difference between (i) the contractual amounts to be received pursuant to the lease over its remaining term and (ii) our estimate of the amounts that would be received using fair market rates over the remaining term of the lease.

We analyze the acquired leasehold interests to determine whether the rental rates are above or below market. The value associated with above or below market leasehold interests is based upon the present value (using a discount rate which reflects the risks associated with the acquired leases) of the difference between (i) the contractual amounts to be paid pursuant to the lease over its remaining term and (ii) our estimate of the amounts that would be paid using fair market rates over the remaining term of the lease.

We record debt or interest rate swaps assumed at fair value. The amount of above or below market debt is determined based upon the present value of the difference between the cash flow stream of the assumed mortgage and the cash flow stream of a market rate mortgage. The value of interest rate swaps is based upon a discounted cash flow analysis on the expected cash flows, taking into account interest rate curves and the period to maturity.

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We are required to make certain estimates in order to determine the fair value of the tangible and intangible assets and liabilities acquired in a business investment. Our assumptions directly impact our results of operations, as amounts allocated to certain assets and liabilities have different depreciation and amortization lives. In addition, the amortization and depreciation of these assets and liabilities are recorded in different line items in our accompanying consolidated statements of operations.

Recoverability of Real Estate Investments

Real estate investments are evaluated for potential impairment at least annually, or whenever events or changes in circumstances indicate that ~~its~~their carrying amount may not be recoverable. Impairment losses are recorded when indicators of impairment are present and the carrying amount of the asset is greater than the sum of future undiscounted cash flows expected to be generated by that asset over the remaining expected holding period. We would recognize an impairment loss when the carrying amount is not recoverable to the extent the carrying amount exceeds the fair value of the property. The fair value is generally based on discounted cash flow analyses. In performing the analysis we utilize a variety of methodologies, including undiscounted cash flow models for certain properties that meet quantitative and/or qualitative thresholds. Our methodology contemplates in-place cash flows from existing tenants, with certain assumptions for future anticipated occupancy levels, lease-up and absorption periods after known or estimated vacating tenants, inflationary adjustments for rents and operating expenses, market lease assumptions based on in-place rents and comparative properties' rates, ordinary tenant concessions, such as free rent, and planned tenant improvement and maintenance or other capital expenditures, as well as other initial direct costs, such as leasing commissions paid to third-parties. We also utilize capitalization rates to arrive at a final value of our property, less estimated selling costs. Further, we also will consider executed sales agreements or management’s best estimate of market comparables ~~future occupancy levels, rental rates, capitalization rates, lease-up periods and capital requirements.~~in arriving at our total undiscounted cash flows.

Recently Issued or Adopted Accounting Pronouncements

See Note 2 - Summary of Significant Accounting Policies ~~to our~~in the accompanying consolidated financial statements in Part IV, Item 15 for a discussion of recently issued or adopted accounting pronouncements.

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Factors Which May Influence Results of Operations

The economic uncertainty created by the COVID-19 pandemic and the potential for new strains of SARS-CoV-2 or entirely new types of viruses and/or global propagation of communicable disease continue to present risks to the Company and the future results of our operations. Should current and planned measures, including further development and delivery of vaccines and other measures intended to reduce or eliminate the spread of COVID-19, past and/or proposed economic stimulus, and other laws, acts and orders proposed or enacted by federal, state and local agencies or foreign governments, ultimately not be successful or limited in their efficacy, our business and the broader real estate industry may experience significant adverse consequences. These consequences include loss of revenues, increased expenses, difficulty in maintaining an active workforce, and constraints on our ability to secure capital or financing, among other factors. Please refer to Part I, Item 1A - Risk Factors for a comprehensive summary of these and other risks associated with pandemics and other health concerns.

We are not aware of any other material trends or uncertainties, other than national economic conditions affecting real estate generally and the risk factors previously listed in Part I, Item 1A - Risk Factors, that may reasonably be expected to have a material impact, favorable or unfavorable, on revenues or income from the investment, management and operation of our properties.

Rental Income

The amount of rental income generated by our properties depends principally on our ability to maintain the occupancy rates of currently leased space and to lease currently available space and space that will become available from tenant vacancies or unscheduled lease terminations at the then applicable rental rates. Negative trends in one or more of these factors could adversely affect our rental income in future periods.

Investment Activity

During the years ended December 31, ~~2017, 2016~~2021, 2020 and ~~2015,~~2019, we had investments with an aggregate purchase price of ~~$2.7 billion, $700.8~~$308.8 million, $191.7 million and ~~$280.9~~$560.5 million, respectively. During the years ended December 31, ~~2017, 2016~~2021, 2020 and ~~2015,~~2019, we had dispositions with an aggregate gross sales price of ~~$85.2~~$90.0 million, ~~$39.5~~$24.3 million and ~~$35.7~~$4.9 million, respectively. The amount of any future acquisitions or dispositions could have a significant impact on our results of operations in future periods.

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Results of Operations

Comparison of the Years Ended December 31, ~~2017, 2016~~2021 and ~~2015~~2020

As of December 31, ~~2017, 2016~~2021 and ~~2015,~~2020, we owned and operated approximately ~~24.1 million, 17.7~~26.1 million and ~~15.5~~25.4 million square feet of GLA, respectively, with a leased rate of ~~91.8%, 91.9%~~89.3% and ~~92.0%~~89.8%, respectively ~~(includes~~(which includes leases which have been executed, but which have not yet commenced), and an occupancy rate of ~~91.0%, 91.2%~~87.5% and ~~91.4%~~89.1%, respectively. All explanations are applicable to both HTA and HTALP unless otherwise noted.

Comparison of the years ended December 31, ~~2017~~2021 and ~~2016,~~2020, respectively, is set forth below:


	Year Ended December 31,
	2021		2020		Change		% Change
Revenues:
Rental income	$	763,923	$	738,414	$	25,509	3.5	%
Interest and other operating income	3,150		551		2,599		NM
Total revenues	767,073		738,965		28,108		3.8
Expenses:
Rental	236,850		226,859		9,991		4.4
General and administrative	49,744		42,969		6,775		15.8
Transaction	372		965		(593)		(61.5)
Depreciation and amortization	303,834		303,828		6		—
Interest expense	92,762		94,613		(1,851)		(2.0)
Impairment	22,938		—		22,938		NM
Total expenses	706,500		669,234		37,266		5.6
Gain (loss) on sale of real estate, net	39,228		9,590		29,638		NM
Loss on sale of corporate asset, net	(2,106)		—		(2,106)		NM
Loss on extinguishment of debt, net	—		(27,726)		27,726		NM
Income from unconsolidated joint venture	1,604		1,612		(8)		(0.5)
Other income	485		301		184		61.1
Net income	$	99,784	$	53,508	$	46,276	86.5	%

NOI	$	530,223	$	512,106	$	18,117	3.5	%
Same-Property Cash NOI	$	460,792	$	452,972	$	7,820	1.7	%

*NM- not meaningful

Year Ended December 31,
2017 2016 Change % Change
Revenues:
Rental income $ 612,556
$ 460,563
$ 151,993
33.0 %
Interest and other operating income 1,434
365
1,069
NM
Total revenues 613,990
460,928
153,062
33.2
Expenses:
Rental 192,147
143,751
48,396
33.7
General and administrative 33,403
28,773
4,630
16.1
Transaction 5,885
6,538
(653 ) (10.0 )
Depreciation and amortization 244,986
176,866
68,120
38.5
Impairment 13,922
3,080
10,842
NM
Total expenses 490,343
359,008
131,335
36.6
Income before other income (expense) 123,647
101,920
21,727
21.3
Interest expense:
Interest related to derivative financial instruments (1,031 ) (2,377 ) 1,346
56.6
Gain on change in fair value of derivative financial instruments, net 884
1,344
(460 ) (34.2 )
Total interest related to derivative financial instruments, including net change in fair value of derivative financial instruments (147 ) (1,033 ) 886
85.8
Interest related to debt (85,344 ) (59,769 ) (25,575 ) (42.8 )
Gain on sale of real estate, net 37,802
8,966
28,836
NM
Loss on extinguishment of debt, net (11,192 ) (3,025 ) (8,167 ) NM
Income from unconsolidated joint venture 782
—
782
NM
Other income 29
286
(257 ) (89.9 )
Net income $ 65,577
$ 47,345
$ 18,232
38.5 %

NOI $ 421,843
$ 317,177
$ 104,666
33.0 %
Same-Property Cash NOI $ 284,839
$ 276,865
$ 7,974
2.9 %

~~Table of Contents~~

Comparison of the years ended December 31, ~~2016~~2020 and ~~2015,~~2019, respectively, and related discussions can be found in the Item 7. MD&A section under the Results of Operations header in our Annual Report on Form 10-K as filed on February 24 , 20 21 for the year ended December 31, 2020 which is ~~set forth below:~~

Year Ended December 31,
2016 2015 Change % Change
Revenues:
Rental income $ 460,563
$ 403,553
$ 57,010
14.1 %
Interest and other operating income 365
269
96
35.7
Total revenues 460,928
403,822
57,106
14.1
Expenses:
Rental 143,751
123,390
20,361
16.5
General and administrative 28,773
25,578
3,195
12.5
Transaction 6,538
4,555
1,983
43.5
Depreciation and amortization 176,866
154,134
22,732
14.7
Impairment 3,080
2,581
499
19.3
Total expenses 359,008
310,238
48,770
15.7
Income before other income (expense) 101,920
93,584
8,336
8.9
Interest expense:
Interest related to derivative financial instruments (2,377 ) (3,140 ) 763
24.3
Gain (loss) on change in fair value of derivative financial instruments, net 1,344
(769 ) 2,113
NM
Total interest related to derivative financial instruments, including net change in fair value of derivative financial instruments (1,033 ) (3,909 ) 2,876
73.6
Interest related to debt (59,769 ) (54,967 ) (4,802 ) (8.7 )
Gain on sale of real estate, net 8,966
152
8,814
NM
(Loss) gain on extinguishment of debt, net (3,025 ) 123
(3,148 ) NM
Other income (expense) 286
(1,426 ) 1,712
NM
Net income $ 47,345
$ 33,557
$ 13,788
41.1 %

NOI $ 317,177
$ 280,432
$ 36,745
13.1 %
Same-Property Cash NOI $ 258,307
$ 250,973
$ 7,334
2.9 %
herein incorporated by reference.

Rental Income

~~Rental income consisted of the following for~~For the years ended December 31, ~~2017~~2021 and ~~2016,~~2020, respectively, ~~(in thousands):~~

Year Ended December 31,
2017 2016 Change % Change
Contractual rental income $ 589,913
$ 445,469
$ 144,444
32.4 %
Straight-line rent and amortization of above and (below) market leases 13,695
8,118
5,577
68.7
Other rental revenue 8,948
6,976
1,972
28.3
Total rental income $ 612,556
$ 460,563
$ 151,993
33.0 %

~~Rental~~rental income ~~consisted~~was comprised of the following ~~for the years ended December 31, 2016 and 2015, respectively~~ (in thousands):


	Year Ended December 31,
	2021		2020		Change		% Change
Contractual rental income	$	728,218	$	698,962	$	29,256	4.2	%
Straight-line rent and amortization of above and (below) market leases	19,950		24,115		(4,165)		(17.3)
Other rental revenue	15,755		15,337		418		2.7
Total rental income	$	763,923	$	738,414	$	25,509	3.5	%

Year Ended December 31,
2016 2015 Change % Change
Contractual rental income $ 445,469
$ 390,288
$ 55,181
14.1 %
Straight-line rent and amortization of above and (below) market leases 8,118
8,120
(2 ) —
Other rental revenue 6,976
5,145
1,831
35.6
Total rental income $ 460,563
$ 403,553
$ 57,010
14.1 %

~~Table of Contents~~

Contractual rental income, which includes expense reimbursements, increased ~~$144.4~~$29.3 million for the year ended December 31, ~~2017,~~2021, compared to the year ended December 31, ~~2016. This~~2020. The increase was primarily due to ~~$138.9~~$24.7 million of additional contractual rental income from our ~~2016~~2020 and ~~2017~~2021 acquisitions, ~~(including properties owned during both periods)~~and contractual rent increases for the year ended December 31, ~~2017, and contractual rent increases, partially offset by a decrease in contractual rent as a result~~2021.

Table of ~~buildings we sold during 2016 and 2017. Contractual rental income, which includes expense reimbursements, increased~~ ~~$55.2 million fo~~r the year ended December 31, 2016, compared to the year ended December 31, 2015. This increase was primarily due to $55.3 million of additional contractual rental income from our 2015 and 2016 acquisitions (including properties owned in both periods) and contractual rent increases, partially offset by a decrease in contractual rent as a result of the buildings we sold during 2015 and 2016.Contents

Average starting and expiring base rents for new and renewal leases consisted of the following for the years ended December 31, ~~2017, 2016~~2021 and ~~2015,~~2020, respectively (in ~~square feet and~~thousands, except in average base rents per square foot of GLA):

Year Ended December 31,
2017 2016 2015
New and renewal leases:

Average starting base rents $ 22.58
$ 22.57
$ 23.07
Average expiring base rents 22.43
22.38
23.07

Square feet of GLA 2,712,000
1,603,000
1,000,000


	Year Ended December 31,
	2021		2020
New and renewal leases:
Average starting base rents	$	25.04	$	27.04
Average expiring base rents	21.98		25.84

Square feet of GLA	2,826		3,865

Lease rates can vary across markets, and lease rates that are considered above or below current market rent may change over time. Leases that expired in ~~2017~~2021 had rents that we believed were at market rates. In general, leasing concessions vary depending on lease type and term.

Tenant improvements, leasing commissions and tenant concessions for new and renewal leases consisted of the following for the years ended December 31, ~~2017, 2016~~2021 and ~~2015,~~2020, respectively (in per square foot of GLA):


	Year Ended December 31,
	2021		2020
New leases:
Tenant improvements	$	35.70	$	38.16
Leasing commissions	5.96		2.86
Tenant concessions	7.05		3.70
Renewal leases:
Tenant improvements	$	9.75	$	5.58
Leasing commissions	2.89		2.87
Tenant concessions	0.14		1.99

Year Ended December 31,
2017 2016 2015
New leases:
Tenant improvements $ 17.98
$ 23.50
$ 25.66
Leasing commissions 1.99
3.63
4.04
Tenant concessions 2.42
3.36
5.73
Renewal leases:
Tenant improvements $ 8.15
$ 7.34
$ 7.35
Leasing commissions 1.50
1.57
1.27
Tenant concessions 1.78
1.58
1.74

The average term for new and renewal leases executed consisted of the following for the years ended December 31, ~~2017, 2016~~2021 and ~~2015,~~2020, respectively (in years):

Year Ended December 31,
2017 2016 2015
New leases 6.5 6.2 7.4
Renewal leases 4.8 4.7 5.7


	Year Ended December 31,
	2021	2020
New leases	6.4	7.9
Renewal leases	4.9	5.4

Rental Expenses

For the years ended December 31, ~~2017, 2016~~2021 and ~~2015,~~2020, rental expenses attributable to our properties were ~~$192.1 million, $143.8~~$236.9 million and ~~$123.4~~$226.9 million, respectively. The increase in rental expenses ~~for the year ended December 31, 2017 compared to 2016, was~~is primarily due to ~~$51.4~~$8.4 million of additional rental expenses associated with our ~~2016~~2020 and ~~2017~~2021 acquisitions for the year ended December 31, 2017, partially offset by improved operating efficiencies and a decrease in rental expenses as a result of the buildings we sold during 2016 and 2017. The increase in rental expenses for the year ended December 31, 2016, compared to 2015, was primarily due to $24.6 million of additional rental expenses with our 2015 and 2016 acquisitions for the year ended December 31, 2016, partially offset by improved operating efficiencies and a decrease in rental expenses as a result of the buildings we sold during 2015 and 2016.2021.

~~Table of Contents~~

General and Administrative Expenses

For the years ended December 31, ~~2017, 2016~~2021 and ~~2015,~~2020 general and administrative expenses were ~~$33.4 million, $28.8~~$49.7 million and ~~$25.6~~$43.0 million, respectively. ~~These increases~~This increase was driven by costs related to the Company’s: (i) whistleblower investigation (as further outlined in ~~general~~the Company’s Current Report on Form 8-K filed November 4, 2021), (ii) CEO search costs, (iii) the announced strategic review process, and (iv) employee retention costs and administrative ~~expenses were~~costs with respect to having an interim CEO. Costs related to these matters primarily ~~due to~~included: (i) an increase in ~~non-cash~~ compensation ~~expense~~ and ~~an overall increase~~employee expenses including $0.9 million of increased bonus accruals related to Company out-performance on total shareholder return in ~~head count due to the continued growth~~Q3 2021, $0.7 million of ~~the company. General~~CEO search fees, and ~~administrative expenses include such costs as salaries, corporate overhead~~$0.5 million of short-term consulting and other employee retention costs; (ii) increased legal and professional fees ~~among other items.~~of $2.3 million primarily related to ongoing whistleblower and strategic review matters; (iii) increased corporate-related travel costs of $0.5 million; and (iv) increased board fees of $0.6 million as a result of a significant increase in board and committee meetings pertaining to the CEO search and whistleblower and strategic review matters, as well as additional compensation for the lead independent director in his appointed role as board chairman.

Transaction Expenses

For the years ended December 31, ~~2017, 2016~~2021 and ~~2015,~~2020, transaction expenses were ~~$5.9 million, $6.5~~$0.4 million and ~~$4.6~~$1.0 million, respectively. The ~~overall increases~~decrease in ~~transaction expenses are~~2021 compared to 2020 was primarily due to ~~the increased~~decreased acquisition ~~activity. Additionally,~~costs in ~~2017, transaction costs reflect the prospective presentation~~2021 as compared to 2020.

Table of the early adoption of ASU 2017-01 as of January 1, 2017, including $4.6 million of non-incremental costs related to the Duke Acquisition. As a result of the adoption, a significant portion of these expenses are now capitalized as part of our investment allocations.Contents

Depreciation and Amortization Expense

For each of the years ended December 31, ~~2017, 2016~~2021 and ~~2015,~~2020, depreciation and amortization expense was ~~$245.0 million, $176.9 million and $154.1 million, respectively. These increases in depreciation~~$303.8 million. Depreciation and amortization ~~expense year~~for 2021 was neutral compared to ~~year~~2020 as most of our investments were ~~primarily due to the increase~~ in the ~~size~~last half of ~~our portfolio.~~

~~Impairment~~

~~During the year ended December 31, 2017, we recorded impairment charges of $13.9 million related to two MOBs~~2021 and a 13 property portfolio was disposed of ~~MOBs located~~ in ~~Massachusetts, South Carolina and Texas. During~~ the ~~year ended December 31, 2016, we recorded impairment charges~~first half of ~~$3.1 million that related to two MOBs in our portfolio. During the year ended December 31, 2015 we recorded impairment charges of $2.6 million that related to two MOBs in our portfolio.~~2021.

Interest Expense ~~and Net Change in Fair Value of Derivative Financial Instruments~~

Interest expense ~~excluding the impact of the net change in fair value of derivative financial instruments, increased~~decreased by ~~$24.2~~$1.9 million during the year ended December 31, ~~2017,~~2021 compared to ~~2016. The increase was primarily the result of higher average debt outstanding during~~2020. For the year ended December 31, ~~2017,~~2021, the decrease was primarily due to lower average interest rates as a result of partially funding our investments over the last 12 months with debt and a change in the composition of debt, driven by an increase in long-term senior unsecured notes, including the $350.0 million 10-year senior unsecured notes issued in July 2016 at a coupon rate of 3.50% per annum, the $400.0 million and $500.0 million 5-year and 10-year senior unsecured notes issued in June 2017 at a coupon rate of 2.95% per annum and 3.75% per annum, respectively.

~~During the year ended December 31, 2017, the fair market value of our derivatives increased $0.9 million~~ compared to a net increase of $1.3 million during the year ended December 31, 2016. During the year ended December 31, 2016, the fair market value of our derivatives increased $1.3 million, compared to a net decrease of $0.8 million during the year ended December 31, 2015.2020.

To achieve our objectives, we borrow at both fixed and variable rates. From time to time, we also enter into derivative financial instruments, such as interest rate swaps, in order to mitigate our interest rate risk on a related financial instrument. We do not enter into derivative or interest rate transactions for speculative purposes. ~~Derivatives not designated as hedges are not speculative and are used to manage our exposure to interest rate movements.~~

Gain (loss) on ~~Sales~~Sale of Real Estate

For the year ended December 31, ~~2017,~~2021, we realized ~~gains~~a net gain of ~~$37.8~~$39.2 million from the disposition of ~~four~~fifteen MOBs located in ~~Wisconsin, California~~non-key markets in Tennessee, Virginia, Minnesota and ~~Texas.~~Ohio. For the year ended December 31, ~~2016,~~2020, we realized a net ~~gains~~gain on the sale of ~~$9.0~~real estate of $7.6 million from the disposition of ~~six senior care facilities located~~one MOB Kansas City. See Note 4 - Dispositions and Impairment in ~~Texas and California. For~~ the ~~year ended December 31, 2015, we realized net gains of $0.2 million from~~accompanying consolidated financial statements in Part IV, Item 15 for more detail on the ~~disposition of six MOBs.~~dispositions.

~~Gain or~~ Loss on Extinguishment of Debt

For the year ended December 31, ~~2017 and 2016,~~2020, we realized a net loss on the extinguishment of debt of ~~$11.2~~$27.7 million, ~~and $3.0 million, respectively.~~related to make-whole provisions in the redemption of senior unsecured notes. For the year ended December 31, ~~2015, we realized a net gain on~~2021 there was no extinguishment of ~~debt of $0.1 million. The~~debt.

Net Income

Net income increased ~~loss in 2017 was primarily due~~$46.3 million to ~~fees we incurred in connection with the execution and our termination of the senior unsecured bridge loan facility (the “Bridge Loan Facility”) as part of the Duke Acquisition.~~

~~Table of Contents~~

~~Other Income and Expense~~

~~For the year ended December 31, 2017 and 2016, we had other income of $29,000 and $0.3~~$99.8 million ~~respectively. For the year ended December 31, 2015, we had other expense of $1.4 million. The net decrease~~ for the year ended December 31, ~~2015,~~2021, compared to ~~2016,~~$53.5 million for the year ended December 31, 2020. This increase was primarily ~~due to~~ the ~~acceleration~~result of ~~management fees paid~~additional gains recognized on the sale of assets in ~~connection with an acquisition-related management agreement that was entered into upon the date~~non-core markets of ~~acquisition.~~$29.6 million and a loss in 2020 on extinguishment of debt of $27.7 million.

NOI and Same-Property Cash NOI

NOI increased ~~$104.7~~$18.1 million to ~~$421.8~~$530.2 million for the year ended December 31, ~~2017,~~2021, compared to the year ended December 31, ~~2016.~~2020. The increase was primarily due to ~~$96.2~~$19.1 million of additional NOI from our ~~2016~~2020 and ~~2017~~2021 acquisitions for the year ended December 31, ~~2017,~~2021, partially offset by ~~a decrease in~~$4.2 million of reduced NOI ~~as a result of~~from our 2020 and 2021 dispositions for the ~~buildings we sold during 2016 and 2017 and a reduction in straight-line rent from properties we owned more than a year.~~year ended December 31, 2021.

Same-Property Cash NOI increased ~~$36.7~~$7.8 million, or 1.7%, to ~~$317.2~~$460.8 million for the year ended December 31, ~~2016,~~2021, compared to the year ended December 31, 2015. This increases was primarily due to $35.8 million of additional NOI from our 2015 and 2016 acquisitions, partially offset by a decrease in NOI as a result of the buildings we sold during 2015 and 2016, and a reduction in straight-line rent from properties we owned more than a year.

~~Same-Property Cash NOI increased $8.0 million to $284.8~~$453.0 million for the year ended December 31, ~~2017, compared to the year ended December 31, 2016. Same-Property Cash NOI increased $7.3 million to $258.3 million for the year ended December 31, 2016, compared to the year ended December 31, 2015.~~2020. These increases were primarily the result of contractual rent escalations ~~an increase in average occupancy,~~ and improved operating ~~efficiencies.~~efficiencies offset by a slight decrease in average occupancy.

Non-GAAP Financial Measures

FFO and Normalized FFO

We compute FFO in accordance with the current standards established by NAREIT. ~~NAREIT defines~~ FFO is defined as net income or loss attributable to common stockholders/unitholders (computed in accordance with GAAP), excluding gains or losses from sales of real estate property and impairment write-downs of depreciable assets, plus depreciation and amortization related to investments in real estate, and after adjustments for unconsolidated partnerships and joint ventures. Additionally, with respect to gains and losses on the sale of assets incidental to the main business of a REIT, the REIT has the option to include or exclude such gains and losses in the calculation of FFO. Since FFO excludes depreciation and amortization unique to real estate, among other items, it provides a perspective not immediately apparent from net income or loss attributable to common stockholders/unitholders.

We also compute Normalized FFO, which excludes from FFO: (i) transaction expenses; (ii) gain or loss on extinguishment of debt; (iii) non-controlling income or loss from OP Units included in diluted shares (only applicable to the Company); and (iv) other normalizing adjustments, which include items that are unusual and infrequent in nature. Our methodology for calculating Normalized FFO may be different from the methods utilized by other REITs and, accordingly, may not be comparable to other REITs.

Table of Contents

We present ~~this non-GAAP financial measure~~FFO and Normalized FFO because we consider ~~it an~~them important supplemental ~~measure~~measures of our operating performance and believe ~~it is~~they are frequently used by securities analysts, investors and other interested parties in the evaluation of REITs. Historical cost accounting assumes that the value of real estate assets diminishes ratably over time. Since real estate values have historically risen or fallen based on market conditions, many industry investors have considered the presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. ~~Because~~ FFO ~~excludes depreciation~~ and ~~amortization unique to real estate, among other items, it provides a perspective not immediately apparent from net income or loss attributable to common stockholders/unitholders.~~

We also compute Normalized FFO, which excludes from FFO: (i) transaction expenses; (ii) gain or loss on change in fair value of derivative financial instruments; (iii) gain or loss on extinguishment of debt; (iv) noncontrolling income or loss from OP Units included in diluted shares (only applicable to the Company); and (v) other normalizing items, which include items that are unusual and infrequent in nature. We present this non-GAAP financial measure because it allows for the comparison of our operating performance to other REITs and between periods on a consistent basis. Our methodology for calculating Normalized FFO may be different from the methods utilized by other REITs and, accordingly, may not be comparable to other REITs. Normalized FFO should not be considered as ~~an alternative~~alternatives to net income or loss attributable to common stockholders/unitholders (computed in accordance with GAAP) as ~~an indicator~~indicators of our financial performance, nor ~~is it~~are they indicative of cash available to fund cash needs. FFO and Normalized FFO should be reviewed in connection with other GAAP measurements.

~~The~~In addition, the amounts included in the calculation of FFO and Normalized FFO are generally the same for HTALP and HTA, except for net income or loss attributable to common stockholders/unitholders, ~~noncontrolling~~non-controlling income or loss from OP Units included in diluted shares (only applicable to the Company) and the weighted average shares of our common stock or HTALP OP Units outstanding.

~~Table of Contents~~

The following is the reconciliation of HTA’s FFO and Normalized FFO to net income attributable to common

stockholders for the years ended December 31, ~~2017, 2016~~2021 and ~~2015~~2020, respectively (in thousands, except per share data):


	Year Ended December 31,
	2021		2020
Net income attributable to common stockholders	$	98,016	$	52,618
Depreciation and amortization expense related to investments in real estate	300,605		299,722
Gain on sale of real estate, net	(39,228)		(9,590)
Loss on sale of corporate asset, net	2,106		—
Impairment	22,938		—
Proportionate share of joint venture depreciation and amortization	1,949		1,949
FFO attributable to common stockholders	$	386,386	$	344,699
Transaction expenses	372		965

Loss on extinguishment of debt, net	—		27,726
Non-controlling income from OP Units included in diluted shares	1,768		890
Other normalizing adjustments (1)	3,284		5,031
Normalized FFO attributable to common stockholders	$	391,810	$	379,311

Net income attributable to common stockholders per diluted share	$	0.44	$	0.24
FFO adjustments per diluted share, net	1.28		1.32
FFO attributable to common stockholders per diluted share	$	1.72	$	1.56
Normalized FFO adjustments per diluted share, net	0.03		0.15
Normalized FFO attributable to common stockholders per diluted share	$	1.75	$	1.71

Weighted average diluted common shares outstanding	224,215		221,666

(1) For the year ended December 31, 2021, other normalizing adjustments includes the following: costs related to whistleblower investigation of $1,645; CEO search fees of $743; costs related to strategic matters of $387; and corresponding additional board and consulting fees of $509. For the year ended December 31, 2020, other normalizing adjustments includes the following: non-recurring bad debt of $4,672, incremental hazard pay to facilities employees of $314, and incremental personal protective equipment of $45.

Year Ended December 31,
2017 2016 2015
Net income attributable to common stockholders $ 63,916
$ 45,912
$ 32,931
Depreciation and amortization expense related to investments in real estate 243,221
175,544
152,846
Gain on sale of real estate, net (37,802 ) (8,966 ) (152 )
Impairment 13,922
3,080
2,581
Proportionate share of joint venture depreciation and amortization 969
—
—
FFO attributable to common stockholders $ 284,226
$ 215,570
$ 188,206
Transaction expenses ⁽¹⁾
1,242
6,538
4,555
(Gain) loss on change in fair value of derivative financial instruments, net (884 ) (1,344 ) 769
Loss (gain) on extinguishment of debt, net 11,192
3,025
(123 )
Noncontrolling income from partnership units included in diluted shares 1,538
1,315
514
Other normalizing items, net ^{(2) (3) (4)}
4,643
117
1,999
Normalized FFO attributable to common stockholders $ 301,957
$ 225,221
$ 195,920

Net income attributable to common stockholders per diluted share $ 0.34
$ 0.33
$ 0.26
FFO adjustments per diluted share, net 1.19
1.21
1.21
FFO attributable to common stockholders per diluted share $ 1.53
$ 1.54
$ 1.47
Normalized FFO adjustments per diluted share, net 0.10
0.07
0.06
Normalized FFO attributable to common stockholders per diluted share $ 1.63
$ 1.61
$ 1.53

Weighted average diluted common shares outstanding 185,278
140,259
128,004

(1) For the year ended December 31, 2017, amounts reflect the prospective presentation of the early adoption of ASU 2017-01 as of January 1, 2017.
(2) For the year ended December 31, 2017, other normalizing items include $4.6 million of non-incremental costs related to the Duke Acquisition that were included in transaction expenses on HTA’s consolidated statements of operations.
(3) For the years ended December 31, 2017 and 2016, other normalizing items excludes lease termination fees as they are deemed to be generated in the ordinary course of business.
(4) For the year ended December 31, 2015, other normalizing items primarily include the acceleration of management fees paid in connection with an acquisition-related management agreement that was entered into at the time of acquisition of our Florida portfolio that was acquired in December 2013.

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The following is the reconciliation of HTALP’s FFO and Normalized FFO to net income attributable to common unitholders for the years ended December 31, ~~2017, 2016~~2021 and ~~2015~~2020, respectively (in thousands, except per unit data):

Year Ended December 31,
2017 2016 2015
Net income attributable to common unitholders $ 65,454
$ 47,227
$ 33,445
Depreciation and amortization expense related to investments in real estate 243,221
175,544
152,846
Gain on sale of real estate, net (37,802 ) (8,966 ) (152 )
Impairment 13,922
3,080
2,581
Proportionate share of joint venture depreciation and amortization 969
—
—
FFO attributable to common unitholders $ 285,764
$ 216,885
$ 188,720
Transaction expenses ⁽¹⁾
1,242
6,538
4,555
(Gain) loss on change in fair value of derivative financial instruments, net (884 ) (1,344 ) 769
Loss (gain) on extinguishment of debt, net 11,192
3,025
(123 )
Other normalizing items, net ⁽²⁾
4,643
117
1,999
Normalized FFO attributable to common unitholders $ 301,957
$ 225,221
$ 195,920

Net income attributable to common unitholders per diluted unit $ 0.35
$ 0.34
$ 0.26
FFO adjustments per diluted unit, net 1.19
1.21
1.21
FFO attributable to common unitholders per diluted unit $ 1.54
$ 1.55
$ 1.47
Normalized FFO adjustments per diluted unit, net 0.09
0.06
0.06
Normalized FFO attributable to common unitholders per diluted unit $ 1.63
$ 1.61
$ 1.53

Weighted average diluted common units outstanding 185,278
140,259
128,079

(1) For the year ended December 31, 2017, amounts reflect the prospective presentation of the early adoption of ASU 2017-01 as of January 1, 2017.
(2) For the year ended December 31, 2017, other normalizing items include $4.6 million of non-incremental costs related to the Duke Acquisition that were included in transaction expenses on HTALP’s consolidated statements of operations.
(3) For the years ended December 31, 2017 and 2016, other normalizing items excludes lease termination fees as they are deemed to be generated in the ordinary course of business.
(4) For the year ended December 31, 2015, other normalizing items primarily include the acceleration of management fees paid in connection with an acquisition-related management agreement that was entered into at the time of acquisition of our Florida portfolio that was acquired in December 2013.


	Year Ended December 31,
	2021		2020
Net income attributable to common OP unitholders	$	99,784	$	53,508
Depreciation and amortization expense related to investments in real estate	300,605		299,722
Gain on sale of real estate, net	(39,228)		(9,590)
Loss on sale of corporate asset, net	2,106		—
Impairment	22,938		—
Proportionate share of joint venture depreciation and amortization	1,949		1,949
FFO attributable to common OP unitholders	$	388,154	$	345,589
Transaction expenses	372		965

Loss on extinguishment of debt, net	—		27,726
Other normalizing adjustments (1)	3,284		5,031
Normalized FFO attributable to common OP unitholders	$	391,810	$	379,311

Net income attributable to common OP unitholders per diluted OP unit	$	0.45	$	0.24
FFO adjustments per diluted OP unit, net	1.28		1.32
FFO attributable to common OP unitholders per diluted OP unit	$	1.73	$	1.56
Normalized FFO adjustments per diluted OP unit, net	0.02		0.15
Normalized FFO attributable to common OP unitholders per diluted OP unit	$	1.75	$	1.71

Weighted average diluted common OP units outstanding	224,215		221,666

(1) For the year ended December 31, 2021, other normalizing adjustments includes the following: costs related to whistleblower investigation of $1,645; CEO search fees of $743; costs related to strategic matters of $387; and corresponding additional board and consulting fees of $509. For the year ended December 31, 2020, other normalizing adjustments includes the following: non-recurring bad debt of $4,672, incremental hazard pay to facilities employees of $314, and incremental personal protective equipment of $45.

NOI, Cash NOI and Same-Property Cash NOI

NOI is a non-GAAP financial measure that is defined as net income or loss (computed in accordance with GAAP) before: (i) general and administrative expenses; (ii) transaction expenses; (iii) depreciation and amortization expense; (iv) impairment; (v) interest ~~expense and net change in fair value of derivative financial instruments;~~expense; (vi) gain or loss on sales of real ~~estate;~~estate and corporate assets; (vii) gain or loss on extinguishment of debt; (viii) income or loss from unconsolidated joint venture; and (ix) other income or expense. We believe that NOI provides an accurate measure of the operating performance of our operating assets because NOI excludes certain items that are not associated with the management of our properties. Additionally, we believe that NOI is a widely accepted measure of comparative operating performance of REITs. However, our use of the term NOI may not be comparable to that of other REITs as they may have different methodologies for computing this amount. NOI should not be considered as an alternative to net income or loss (computed in accordance with GAAP) as an indicator of our financial performance. NOI should be reviewed in connection with other GAAP measurements.

Cash NOI is a non-GAAP financial measure which excludes from NOI: (i) straight-line rent adjustments; ~~and~~ (ii) amortization of below and above market leases/leasehold ~~interests.~~interests and other GAAP adjustments; (iii) notes receivable interest income; and (iv) other normalizing adjustments. Contractual base rent, contractual rent increases, contractual rent concessions and changes in occupancy or lease rates upon commencement and expiration of leases are a primary driver of our revenue performance. We believe that Cash NOI, which removes the impact of straight-line rent adjustments, provides another measurement of the operating performance of our operating assets. Additionally, we believe that Cash NOI is a widely accepted measure of comparative operating performance of REITs. However, our use of the term Cash NOI may not be comparable to that of other REITs as they may have different methodologies for computing this amount. Cash NOI should not be considered as an alternative to net income or loss (computed in accordance with GAAP) as an indicator of our financial performance. Cash NOI should be reviewed in connection with other GAAP measurements.

~~Table of Contents~~

To facilitate the comparison of Cash NOI between periods, we calculate comparable amounts for a subset of our owned and operational properties referred to as “Same-Property”. Same-Property Cash NOI excludes (i) properties which have not been owned and operated by us during the entire span of all periods presented ~~excluding~~and disposed properties, (ii) our share of unconsolidated joint ventures, (iii) development, redevelopment and land parcels, (iv) properties intended for disposition in the near term ~~development~~which have (a) been approved by the Board of Directors, (b) is actively marketed for sale, and ~~land parcels, our share of unconsolidated joint ventures, notes receivable interest income~~(c) an offer has been received at prices we would transact and the sales process is ongoing, and (v) certain non-routine items. Same-Property Cash NOI should not be considered as an alternative to net income or loss (computed in accordance with GAAP) as an indicator of our financial performance. Same-Property Cash NOI should be reviewed in connection with other GAAP measurements.

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The following is the reconciliation of HTA’s and HTALP’s NOI, Cash NOI and Same-Property Cash NOI to net income for the years ended December 31, ~~2017, 2016~~2021 and ~~2015~~2020, respectively (in thousands):


	Year Ended December 31,
	2021		2020
Net income	$	99,784	$	53,508
General and administrative expenses	49,744		42,969
Transaction expenses	372		965
Depreciation and amortization expense	303,834		303,828
Impairment	22,938		—
Interest expense	92,762		94,613
Gain on sale of real estate, net	(39,228)		(9,590)
Loss on sale of corporate asset, net	2,106		—
Loss on extinguishment of debt, net	—		27,726
Income from unconsolidated joint venture	(1,604)		(1,612)
Other income	(485)		(301)
NOI	$	530,223	$	512,106
Straight-line rent adjustments, net	(13,883)		(15,971)
Amortization of (below) and above market leases/leasehold interests, net and other GAAP adjustments	(1,899)		(2,722)
Notes receivable interest income	(2,730)		(161)
Other normalizing adjustments (1)	—		5,031
Cash NOI	$	511,711	$	498,283

Year Ended December 31,
2017 2016 2015
Net income $ 65,577
$ 47,345
$ 33,557
General and administrative expenses 33,403
28,773
25,578
Transaction expenses ⁽¹⁾
5,885
6,538
4,555
Depreciation and amortization expense 244,986
176,866
154,134
Impairment 13,922
3,080
2,581
Interest expense and net change in fair value of derivative financial instruments 85,491
60,802
58,876
Gain on sale of real estate, net (37,802 ) (8,966 ) (152 )
Loss (gain) on extinguishment of debt, net 11,192
3,025
(123 )
Income from unconsolidated joint venture (782 ) —
—
Other (income) expense (29 ) (286 ) 1,426
NOI $ 421,843
$ 317,177
$ 280,432
Straight-line rent adjustments, net (8,637 ) (4,159 ) (6,917 )
Amortization of (below) and above market leases/leasehold interests, net and lease termination fees 354
682
2,317
Cash NOI $ 413,560
$ 313,700
$ 275,832

(1) For the year ended December 31, 2017, transaction costs reflect the prospective presentation of the early adoption of ASU 2017-01 as of January 1, 2017. Additionally, for the year ended December 31, 2017, transaction costs included $4.6 million of non-incremental costs related to the Duke Acquisition.

The following is the reconciliation of HTA’s and HTALP’s Same-Property Cash NOI to Cash NOI for the years ended December 31, ~~2017~~2021 and ~~2016~~2020, respectively (in thousands):

Year Ended December 31,
2017 2016
Cash NOI $ 413,560
$ 313,700
Notes receivable interest income (1,193 ) (183 )
Non Same-Property Cash NOI (127,528 ) (36,652 )
Same-Property Cash NOI ⁽¹⁾
$ 284,839
$ 276,865

(1) Same-Property includes 295 buildings for the years ended December 31, 2017 and 2016.

~~The following is the reconciliation of HTA’s and HTALP’s Same-Property Cash NOI to Cash NOI for the years ended December 31, 2016 and 2015 (in thousands):~~

Year Ended December 31,
2016 2015
Cash NOI $ 313,700
$ 275,832
Notes receivable interest income (183 ) —
Non Same-Property Cash NOI (55,210 ) (24,859 )
Same-Property Cash NOI ⁽¹⁾
$ 258,307
$ 250,973

(1) Same-Property includes 275 buildings for the years ended December 31, 2016 and 2015.

~~Table of Contents~~


	Year Ended December 31,
	2021		2020
Cash NOI	$	511,711	$	498,283
Acquisitions not owned/operated for all periods presented and disposed properties Cash NOI	(24,401)		(12,133)
Redevelopment Cash NOI	(928)		(4,435)
Intended for sale Cash NOI	(25,590)		(28,743)
Same-Property Cash NOI (2)	$	460,792	$	452,972

(1) For the year ended December 31, 2020, other normalizing adjustments includes the following: Non-recurring bad debt of $4,672, incremental hazard pay to facilities employees of $314, and incremental personal protective equipment of $45.
(2) Same-Property includes 414 buildings for the years ended December 31, 2021 and 2020.

Liquidity and Capital Resources

Our primary sources of cash include: (i) cash flow from operations; (ii) borrowings under our unsecured revolving credit facility; (iii) net proceeds from the issuances of debt and equity securities; and (iv) proceeds from our dispositions. During the next 12 months our primary uses of cash are expected to include: (a) the funding of acquisitions of MOBs, development properties and other facilities that serve the healthcare industry; (b) capital expenditures; (c) the payment of operating expenses; (d) debt service payments, including principal payments; and (e) the payment of dividends to our stockholders. We anticipate cash flow from operations, restricted cash and reserve accounts and our unsecured revolving credit facility, if needed, will be sufficient to fund our operating expenses, capital expenditures and dividends to stockholders. Investments and maturing indebtedness may require funds from the issuance of debt and/or equity securities or proceeds from sales of real estate.

As of December 31, ~~2017~~,2021, we had liquidity of ~~$1.2~~$1.1 billion, including ~~$991.2 million~~$1.0 billion available under our unsecured revolving credit facility ~~(which includes the impact of $8.8 million of outstanding letters of credit), $100.4~~and $52.4 million of cash and cash ~~equivalents and a $75.0 million forward commitment.~~equivalents.

In addition, we had unencumbered assets with a gross book value of ~~$6.2~~$7.9 billion. The unencumbered properties may be used as collateral to secure additional financings in future periods or refinance our current debt as it becomes due. Our ability to raise funds from future debt and equity issuances is dependent on our investment grade credit ratings, general economic and market conditions and our operating performance.

Table of Contents

When we acquire a property, we prepare a capital plan that contemplates the estimated capital needs of that investment. In addition to operating expenses, capital needs may also include costs of refurbishment, tenant improvements or other major capital expenditures. The capital plan for each investment will be adjusted through ongoing, regular reviews of our portfolio or as necessary to respond to unanticipated additional capital needs. As of December 31, ~~2017,~~2021, we estimate that our expenditures for capital improvements including lease commissions for ~~2018~~2022 will range from ~~$35.0~~$115 million to ~~$45.0~~$135 million depending on leasing activity. AsIn addition, we have approximately $110 million inclusive of ~~December 31, 2017,~~costs to complete on active development projects and incremental tenant improvements as part of our recently completed development projects. Although we ~~had $3.1 million of restricted cash and reserve accounts for such capital expenditures. We~~ cannot provide assurance ~~however,~~ that we will not exceed these estimated expenditure ~~levels.~~levels, our liquidity of $1.1 billion allows us the flexibility to fund such capital expenditures.

If we experience lower occupancy levels, reduced rental rates, reduced revenues as a result of asset sales, or increased capital expenditures and leasing costs compared to historical levels due to competitive market conditions for new and renewal leases, the effect would be a reduction of net cash provided by operating activities. If such a reduction of net cash provided by operating activities is realized, we may have a cash flow deficit in subsequent periods. Our estimate of net cash available is based on various assumptions which are difficult to predict, including the levels of our leasing activity and related leasing costs. Any changes in these assumptions could impact our financial results and our ability to fund working capital and unanticipated cash needs.

Cash Flows

The following is a summary of our cash flows for the years ended December 31, ~~2017, 2016~~2021, 2020 and ~~2015~~2019, respectively (in thousands):


	Year Ended December 31,						Current Year Change		Prior Year Change
	2021		2020		2019
Cash, cash equivalents and restricted cash - beginning of year	$	118,765	$	37,616	$	133,530	$	81,149	$	(95,914)
Net cash provided by operating activities	385,616		387,962		340,394		(2,346)		47,568
Net cash used in investing activities	(399,855)		(319,260)		(667,289)		(80,595)		348,029
Net cash (used in) provided by financing activities	(47,457)		12,447		230,981		(59,904)		(218,534)
Cash, cash equivalents and restricted cash - end of year	$	57,069	$	118,765	$	37,616	$	(61,696)	$	81,149

Year Ended December 31, Current Year Change Prior Year Change
2017 2016 2015
Cash, cash equivalents and restricted cash - beginning of year ⁽¹⁾
$ 25,045
$ 28,962
$ 31,212
$ (3,917 ) $ (2,250 )
Net cash provided by operating activities 307,543
203,695
191,095
103,848
12,600
Net cash used in investing activities ⁽¹⁾
(2,455,096 ) (608,393 ) (274,171 ) (1,846,703 ) (334,222 )
Net cash provided by financing activities 2,241,068
400,781
80,826
1,840,287
319,955
Cash, cash equivalents and restricted cash - end of year ⁽¹⁾
$ 118,560
$ 25,045
$ 28,962
$ 93,515
$ (3,917 )

(1) The amounts for 2015 and 2016 differ from amounts previously reported in our Annual Reports for the years ended December 31, 2015 and 2016, as a result of the retrospective presentation of the early adoption of ASU 2016-18 as of January 1, 2017. Additionally the presentation of beginning of year and end of year cash now includes restricted cash as a result of the adoption of ASU 2016-18.

Net cash provided by operating activities ~~increased~~ in ~~2017 primarily due~~2021 was flat compared to ~~the impact~~2020 as most of our ~~2016~~2021investments were in the last half of 2021 and ~~2017 acquisitions, contractual rent~~ ~~increases~~ ~~and improved operating efficiencies, partially offset by our 2016 and 2017 dispositions. Net cash provided by operating activities increased~~a 13 property portfolio was disposed of in ~~2016 primarily due to~~ the ~~impact~~first half of ~~our 2015 and 2016 acquisitions, contractual rent increases and improved operating efficiencies, partially offset by our 2015 and 2016 dispositions.~~2021. We do anticipate cash flows from operating activities to increase ~~as a result~~ from the impact of ~~the above items~~those later investments, contractual increases and continued leasing activity in our existing portfolio.

~~Table of Contents~~

For the year ended December 31, ~~2017,~~2021, net cash used in investing activities primarily related to the investment in real estate of ~~$2.4 billion, investment in an unconsolidated joint venture of $68.8~~$264.3 million, ~~and~~ capital expenditures of ~~$64.8~~$97.2 million, advances on real estate notes receivable of $82.2 million and development costs of $63.3 million, partially offset by proceeds from the sale of real estate of ~~$80.6~~$87.6 million and collection of real estate notes receivable of $15.4 million. For the year ended December 31, 2016, net cash used in investing activities primarily related to the investment in real estate of $592.0 million and capital expenditures of $43.0 million, partially offset by proceeds from the sale of real estate of $26.6 million. For the year ended December 31, 2015,2020, net cash used in investing activities primarily related to investments in real estate of ~~$279.3~~$185.3 million, ~~and~~ capital expenditures of ~~$29.3~~$74.7 million and development costs of $77.1 million, partially offset by proceeds from the ~~sales~~sale of real estate of ~~$34.6~~$22.9 million. ~~We anticipate~~For the year ended December 31, 2019, net cash ~~flows~~ used in investing activities primarily related to ~~increase as we continue to acquire more properties.~~investments in real estate of $553.3 million, capital expenditures of $91.5 million and development costs of $28.1 million, partially offset by proceeds from the sale of real estate of $4.9 million.

For the year ended December 31, ~~2017,~~2021, net cash used in financing activities primarily related to dividends paid to holders of our common stock of $281.8 million, deferred financing costs of $8.1 million, and distributions paid to non-controlling interest of limited partners of $5.4 million, partially offset by net proceeds of shares of common stock issued of $251.3 million. For the year ended December 31, 2020, net cash provided by financing activities primarily related to the proceeds from unsecured senior notes of $793.6 million and net proceeds of shares of common stock issued of ~~$1.7 billion and net proceeds~~$50.0 million, offset by payments on ~~the issuance of~~our unsecured senior notes of ~~$900.0~~$300.0 million, ~~partially offset by~~ dividends paid to holders of our common stock of ~~$207.1~~$275.8 million, ~~net payments on our unsecured revolving credit facility of $88.0 million, and~~ payments on our secured mortgage loans of ~~$77.0~~$114.1 million, net payments under our revolving credit facility of $100.0 million and the repurchase and cancellation of our common stock of $5.2 million. For the year ended December 31, ~~2016,~~2019, net cash provided by financing activities primarily related to the proceeds from unsecured notes of $906.9 million, net proceeds of shares of common stock issued of ~~$418.9~~$323.4 million, and ~~proceeds from~~net borrowings under our revolving credit facility of $100.0 million which was partially offset by payments on our unsecured ~~senior~~ notes of ~~$347.7~~$700.0 million, ~~partially offset by~~ dividends paid to holders of our common stock of ~~$159.2~~$256.1 million, ~~net payments on our unsecured revolving credit facility of $130.0 million, and~~ payments on our secured mortgage loans of ~~$110.9 million. For~~$97.4 million, and the ~~year ended December 31, 2015, net cash provided by financing activities primarily related to related to net borrowings of $282.0 million on our Unsecured Credit Agreement~~repurchase and ~~net proceeds of shares of common stock issued of $44.3 million, partially offset by dividends paid to holders~~cancellation of our common stock of ~~$146.4 million and payments on our mortgage loans~~$12.2 million.

Table of ~~$94.9 million.~~Contents

Dividends

The amount of dividends we pay to our stockholders is determined by our Board of Directors, in their sole discretion, and is dependent on a number of factors, including funds available, our financial condition, capital expenditure requirements and annual dividend distribution requirements needed to maintain our status as a REIT under the Internal Revenue Code of 1986, as amended. We have paid monthly or quarterly dividends since February 2007, and if our investments produce sufficient cash flow, we expect to continue to pay dividends to our stockholders. Because our cash available for dividend distributions in any year may be less than 90% of our taxable income for the year, we may obtain the necessary funds through borrowings, issuing new securities or selling assets to pay out enough of our taxable income to satisfy our dividend distribution requirement. Our organizational documents do not establish a limit on dividends that may constitute a return of capital for federal income tax purposes. The dividend we pay to our stockholders is equal to the distributions received from HTALP in accordance with the terms of ~~HTALP’s~~the HTALP partnership agreement. It is our intention to continue to pay dividends. However, our Board of Directors may reduce our dividend rate and we cannot guarantee the timing and amount of dividends that itwe may pay in the future, if any.

For the year ended December 31, ~~2017,~~2021, we paid cash dividends of ~~$207.1~~$281.8 million on our ~~own~~ common stock. In January ~~2018,~~2022, we paid cash dividends on our ~~own~~ common stock of ~~$62.5~~$74.4 million for the quarter ended December 31, 2017. On February 15, 2018, our Board of Directors announced a quarterly dividend of $0.305 per share/unit of common stock to be paid on April 10, 2018 to stockholders of record of our common stock and OP unitholders on April 3, 2018.2021.

Financing

We have historically maintained a low leveraged balance sheet and intend to continue to maintain this structure in the long term. However, our total leverage may fluctuate on a short-term basis as we execute our business strategy. As of December 31, ~~2017,~~2021, our leverage ratio, measured by ~~net debt (total~~ debt less cash and cash ~~equivalents)~~equivalents to total capitalization, was ~~29.9%~~27.7%.

As of December 31, ~~2017,~~2021, we had debt outstanding of ~~$2.8~~$3.0 billion and the weighted average interest rate therein was ~~3.50%~~2.87% per annum, inclusive of the impact of our ~~interest rate swaps.~~cash flow hedges. The following is a summary of our unsecured and secured debt. See Note 78 - Debt ~~to our~~in the accompanying consolidated financial statements in Part IV, Item 15 for a further discussion of our debt.

Unsecured Revolving Credit Facility

~~On July 27, 2017, HTALP entered into an amended and restated $1.3 billion Unsecured Credit Agreement which increased the amount available under the unsecured revolving credit facility to $1.0 billion.~~ As of December 31, ~~2017, $991.2 million~~2021, the full $1.0 billion was available on our ~~$1.0 billion~~ unsecured revolving credit facility. Our unsecured revolving credit facility matures in ~~June 2022.~~October 2025.

Unsecured Term Loans

As of December 31, ~~2017~~,2021, we had $500.0 million of unsecured term loans outstanding, comprised of $300.0 million under our Unsecured Credit Agreement maturing in ~~2023,~~2025, and $200.0 million ~~also~~under our unsecured term loan maturing in ~~2023.~~2024.

Unsecured Senior Notes

~~Table of Contents~~

As of December 31, ~~2017,~~2021, we had ~~$1.85~~$2.55 billion of unsecured senior notes outstanding, comprised of ~~$300.0~~$600.0 million ~~maturing in 2021, $400.0 million maturing in 2022, $300.0 million maturing in 2023, $350.0 million~~of senior notes maturing in 2026, ~~and~~ $500.0 million of senior notes maturing in ~~2027.~~

~~Mortgage Loans~~

In June 2017, as a part of the Duke Acquisition pursuant to a requirement of the seller, we entered as the borrower a $286.0 million Promissory Note which matures in January 2020. In addition, during the ~~year ended December 31, 2017, we made payments on our mortgage loans of $77.0 million loans and have $102.5~~2027, $650.0 million of ~~principal payments due~~senior notes maturing in ~~2018.~~2030, and $800.0 million of senior notes maturing in 2031.

Commitments and Contingencies

See Note 910 - Commitments and Contingencies ~~to our~~in the accompanying consolidated financial statements in Part IV, Item 15 for a further discussion of our commitments and contingencies.

Debt Service Requirements

We are required by the terms of our applicable loan agreements to meet certain financial covenants, such as minimum net worth and liquidity, and reporting requirements, among others. As of December 31, ~~2017~~,2021, we believe that we were in compliance with all such covenants and we are not aware of any covenants that it is reasonably likely that we would not be able to meet in accordance with our loan agreements.

Table of Contents

Contractual Obligations

The table below presents our obligations and commitments to make future payments under our debt obligations and lease agreements as of December 31, ~~2017~~2021 (in thousands):

Payment Due by Period
Less than 1 Year 1-3 Years 3-5 Years More than 5 Years Total
Debt $ 102,513
$ 254,354
$ 768,835
$ 1,676,740
$ 2,802,442
Interest ⁽¹⁾
99,026
183,447
162,737
106,978
552,188
Ground lease and other operating lease obligations 10,908
22,212
22,898
916,180
972,198
Total $ 212,447
$ 460,013
$ 954,470
$ 2,699,898
$ 4,326,828

(1) Interest on variable rate debt is calculated using the forward rates in effect at December 31, 2017 and excludes the impact of our interest rate swaps.


	Payment Due by Period
	Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years		Total
Debt	$	—	$	200,000	$	900,000	$	1,950,000	$	3,050,000
Interest (1)	83,190		170,538		158,088		161,275		573,091
Ground lease and other operating lease obligations	11,198		22,403		21,027		637,478		692,106
Total	$	94,388	$	392,941	$	1,079,115	$	2,748,753	$	4,315,197

(1) Interest on variable rate debt is calculated using the forward rates in effect at December 31, 2021 and excludes the impact of our interest rate swaps. Forward rates do not contemplate the transition of LIBOR to Secured Overnight Financing Rate or other rate to be used in the calculation of interest amounts. Any differences between LIBOR and alternative rates are not deemed to be material.

Off-Balance Sheet Arrangements

As of and during the year ended December 31, ~~2017,~~2021, we had no material off-balance sheet arrangements that have had or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital ~~resources.~~resources, other than operating lease arrangements consisting primarily of ground leases which as of December 31, 2021 were not carried on our consolidated balance sheets.

Inflation

We are exposed to inflation risk as income from future long-term leases is the primary source of our cash flows from operations. There are provisions in the majority of our tenant leases that protect us from the impact of normal inflation. These provisions include rent escalations, reimbursement billings for operating expense pass-through charges and real estate tax and insurance reimbursements on a per square foot allowance. However, due to the long-term nature of our leases, among other factors, the leases may not reset frequently enough to cover inflation.

~~Table of Contents~~

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market risk includes risks that arise from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market sensitive instruments. In pursuing our business plan, we believe the primary market risk to which we have exposure is interest rate risk.

We are exposed to the effects of interest rate changes on our variable rate debt. Interest rate changes on our fixed rate debt will generally not affect our future earnings or cash flows unless such instruments mature or are otherwise terminated. Our interest rate risk is monitored using a variety of techniques. In order to mitigate our interest rate risk, we enter into derivative financial instruments such as interest rate swaps and caps. To the extent we enter into such derivative financial instruments, we are exposed to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes us, which creates credit risk for us. When the fair value of a derivative contract is negative, we owe the counterparty and, therefore, it does not possess credit risk. It is our policy to enter into these transactions with what we believe are high quality counterparties, including those with whom we have a lending relationship. We believe the likelihood of realized losses from counterparty non-performance is remote. We manage the market risk associated with interest rate swaps or caps by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken. We do not enter into derivative or interest rate transactions for speculative purposes.

The table below presents, as of December 31, ~~2017~~,2021, information about HTA's financial instruments that are sensitive to changes in interest rates, including interest rate swaps and debt obligations. For debt obligations, the table presents principal ~~amounts of our fixed~~cash flows and ~~variable debt and the~~related weighted average interest rates ~~excluding the impact of~~by expected maturity dates. For interest rate swaps, the table presents notional amounts and weighted average interest rates by ~~year~~expected (contractual) maturity dates. Notional amounts are used to calculate the contractual payments to be exchanged under the contract. Weighted average variable rates are based on implied forward rates in effect as of ~~expected maturity to evaluate the expected cash flows and sensitivity to interest rate changes~~December 31, 2021 (in thousands, except interest rates):

Expected Maturity Date
2018 2019 2020 2021 2022 Thereafter Total
Fixed rate debt $ 101,463
$ 106,557
$ 119,555
$ 305,263
$ 462,530
$ 1,169,156
$ 2,264,524
Weighted average interest rate on fixed rate debt (per annum) 4.08 % 4.21 % 4.42 % 3.41 % 3.29 % 3.67 % 3.63 %
Variable rate debt $ 1,050
$ 1,119
$ 27,123
$ 509
$ 533
$ 507,584
$ 537,918
Weighted average interest rate on variable rate debt based on forward rates in effect as of December 31, 2017 (per annum) 3.47 % 3.91 % 3.67 % 4.77 % 4.79 % 3.69 % 2.93 %


	Expected Maturity Date
	2022			2023			2024			2025			2026			Thereafter			Total (1)			Fair Value
Fixed rate debt, gross	$	—		$	—		$	—		$	—		$	600,000		$	1,950,000		$	2,550,000		$	2,616,630
Weighted average interest rate on fixed rate debt (per annum)	—		%	—		%	—		%	—		%	3.50		%	2.82		%	2.98		%
Variable rate debt, gross	$	—		$	—		$	200,000		$	300,000		$	—		$	—		$	500,000		$	500,972
Weighted average interest rate on variable rate debt (per annum)	—		%	—		%	2.25		%	2.52		%	—		%	—		%	2.41		%
Interest Rate Swaps:
Variable to Fixed	$	—		$	300,000		$	200,000		$	—		$	—		$	—		$	500,000		$	5,069
Average pay rate	—		%	1.42		%	1.32		%	—		%	—		%	—		%	1.38		%
Average receive rate	—		%	1.24		%	1.25		%	—		%	—		%	—		%	1.24		%

(1) Total for interest rate swaps represents notional amount of derivative financial instruments designated as cash flow hedges.

As of December 31, ~~2017,~~2021, we had ~~$2.8~~$3.1 billion of gross fixed and variable rate debt with interest rates ranging from ~~2.61%~~0.98% to ~~6.39%~~3.75% per annum and a weighted average interest rate of ~~3.49%~~2.67% per annum, excluding the impact of ~~interest rate swaps.~~cash flow hedges. We had ~~$2.3~~$2.6 billion (excluding net premium/discount and deferred financing costs) of fixed rate debt with a weighted average interest rate of ~~3.63%~~2.98% per annum and ~~$537.9~~$500.0 million (excluding net premium/discount and deferred financing costs) of variable rate debt with a weighted average interest rate of ~~2.93%~~1.09% per annum as of December 31, ~~2017,~~2021, excluding the impact of ~~interest rate swaps.~~

As of December 31, 2017, the fair value of our fixed rate debt was $2.3 billion and the fair value of our variable rate debt was $539.2 million based upon prevailing market rates as of December 31, 2017.

As of December 31, 2017, we had interest rate swaps outstanding that effectively fix $189.4 million of our variable rate debt. Including the impact of these interest rate swaps, the effective rate on our variable rate and total debt is 2.98% and 3.50% per annum, respectively.cash flow hedges.

In addition to changes in interest rates, the value of our future properties is subject to fluctuations based on changes in local and regional economic conditions and changes in the creditworthiness of tenants, which may affect our ability to refinance our debt if necessary.

Item 8. Financial Statements and Supplementary Data

See the disclosure listed at Item 15 - Exhibits, Financial Statement Schedules subsections (a)(1) and (a)(2).

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

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Item 9A. Controls and Procedures

Healthcare Trust of America, Inc.

(a) Evaluation of disclosure controls and procedures. HTA’s management is responsible for establishing and maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in its reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to management, including HTA’s Chief Executive Officer (as the principal executive officer) and HTA’s Chief Financial Officer (as the principal financial officer and principal accounting officer), to allow timely decisions regarding required disclosures.

As of December 31, ~~2017,~~2021, an evaluation was conducted by HTA under the supervision and with the participation of its management, including HTA’s Chief Executive Officer and HTA’s Chief Financial Officer, of the effectiveness of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, HTA’s Chief Executive Officer and HTA’s Chief Financial Officer each concluded that HTA’s disclosure controls and procedures were effective as of December 31, ~~2017.~~2021.

(b) Management’s report on internal control over financial reporting. HTA’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of HTA’s management, including its Chief Executive Officer and Chief Financial Officer, HTA conducted an evaluation of the effectiveness of its internal control over financial reporting based on the criteria in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this evaluation, HTA’s Interim Chief Executive Officer and HTA’s Chief Financial Officer concluded that HTA’s internal control over financial reporting was effective as of December 31, ~~2017.~~2021.

Our independent registered public accounting firm, Deloitte & Touche LLP, independently assessed the effectiveness of HTA’s internal control over financial reporting. Deloitte & Touche LLP has issued a report, which is included at the end of Item 9A of this Annual Report.

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(c) Changes in internal control over financial reporting. We acquired the Duke assets during the year ended December 31, 2017 and have integrated the assets and development platform on to our existing internal controls over financial reporting. Except for any changes in internal controls related to the integration of the Duke assets, thereThere were no changes in our internal control over financial reporting that occurred during the year ended December 31, ~~2017~~2021 that have materially affected, or are reasonably ~~believed to be~~ likely to materially affect, our internal control over financial reporting.

~~February 20, 2018~~March 1, 2022

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Healthcare Trust of America Holdings, LP

(a) Evaluation of disclosure controls and procedures.HTALP’s management is responsible for establishing and maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in its reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to management, including HTA’s Chief Executive Officer (as the principal executive officer) and HTA’sChief Financial Officer (as the principal financial officer and principal accounting officer), to allow timely decisions regarding required disclosures.

As of December 31, ~~2017,~~2021, an evaluation was conducted by HTALP under the supervision and with the participation of its management, including HTA’s Chief Executive Officer and HTA’s Chief Financial Officer, of the effectiveness of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, HTA’s Interim Chief Executive Officer and HTA’sChief Financial Officer, on behalf of HTA in its capacity as general partner of HTALP, each concluded that HTALP’s disclosure controls and procedures were effective as of December 31, ~~2017.~~2021.

(b) Management’s report on internal control over financial reporting.HTALP’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of its management, including HTA’s Chief Executive Officer and HTA’s Chief Financial Officer, HTALP conducted an evaluation of the effectiveness of its internal control over financial reporting based on the criteria in the 2013 Internal Control-Integrated Framework issued by COSO. Based on this evaluation, HTALP’s management, including HTA’s Chief Executive Officer and HTA’s Chief Financial Officer, concluded that HTALP’s internal control over financial reporting was effective as of December 31, ~~2017.~~2021.

This Annual Report does not include an attestation report of HTALP’s independent registered public accounting firm, Deloitte & Touche LLP, pursuant to rules of the SEC applicable to “non-accelerated filers.”

(c) Changes in internal control over financial reporting. We acquired the Duke assets during the year ended December 31, 2017 and have integrated the assets and development platform on to our existing internal controls over financial reporting. Except for any changes in internal controls related to the integration of the Duke assets, thereThere were no changes in HTALP’s internal control over financial reporting that occurred during the year ended December 31, ~~2017~~2021 that have materially affected, or are reasonably ~~believed to be~~ likely to materially affect, HTALP’s internal control over financial reporting.

~~February 20, 2018~~March 1, 2022

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Healthcare Trust of America, Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Healthcare Trust of America, Inc. and subsidiaries (the “Company”) as of December 31, ~~2017,~~2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2017,~~2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements and financial statement schedules as of and for the year ended December 31, ~~2017,~~2021, of the Company and our report dated ~~February 20, 2018,~~March 1, 2022, expressed an unqualified opinion on those ~~consolidated~~ financial ~~statements and financial statement schedules.~~statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control ~~over~~Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ DELOITTE & TOUCHE LLP

Phoenix, Arizona

~~February 20, 2018~~March 1, 2022

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Item 9B. Other Information

None.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance

The information required by this Item 10 will be set forth in the Proxy Statement and is incorporated herein by reference to the material under the headings “Proposal 1: Election of Directors,” “Corporate Governance,” “Executive Officers” and “Section 16(a) Beneficial Ownership Reporting Compliance,” in HTA’s definitive Proxy Statement for the 2018 Annual Meeting of Stockholders, which it will file with the SEC no later than April 30, 2018.reference.

Item 11. Executive Compensation

The information required by this Item 11 will be set forth in the Proxy Statement and is incorporated herein by reference to the material under the headings “Compensation of Directors,” “Compensation Discussion and Analysis,” “Compensation Committee Report” and “Compensation of Executive Officers” in HTA’s definitive Proxy Statement for the 2018 Annual Meeting of Stockholders, which it will file with the SEC no later than April 30, 2018.reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item 12 will be set forth in the Proxy Statement and is incorporated herein by reference to the material under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plans” in HTA’s definitive Proxy Statement for the 2018 Annual Meeting of Stockholders, which it will file with the SEC no later than April 30, 2018.reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this Item 13 will be set forth in the Proxy Statement and is incorporated herein by reference to the material under the heading “Certain Relationships and Related Party Transactions” in HTA’s definitive Proxy Statement for the 2018 Annual Meeting of Stockholders, which it will file with the SEC no later than April 30, 2018.reference.

Item 14. Principal Accounting Fees and Services

The information required by this Item 14 will be set forth in the Proxy Statement and is incorporated herein by reference to the material under the heading “Relationship with Independent Registered Public Accounting Firm: Audit and Non-Audit Fees” in HTA’s definitive Proxy Statement for the 2018 Annual Meeting of Stockholders, which it will file with the SEC no later than April 30, 2018.

reference.

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PART IV

Item 15. Exhibits, Financial Statement Schedules

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


			Page
(a)(1) Financial Statements:

	~~Page~~
~~(a)(1)~~ ~~Financial Statements:~~

Reports of Independent Registered Public Accounting Firm (PCAOB ID: 34)
		Healthcare Trust of America, Inc.	6971
		Healthcare Trust of America Holdings, LP	7073
Financial Statements of Healthcare Trust of America, Inc.
		Consolidated Balance Sheets as of December 31, ~~2017~~202 1 and ~~2016~~20 20	7175
		Consolidated Statements of Operations for the Years Ended December 31, ~~2017, 2016~~202 1 , 20 20 and ~~2015~~201 9	7276
		Consolidated Statements of Comprehensive Income ~~(Loss)~~ for the Years Ended December 31, ~~2017, 2016~~202 1 , 20 20 and ~~2015~~201 9	7377
		Consolidated Statements of Equity for the Years Ended December 31, ~~2017, 2016~~202 1 , 20 20 and ~~2015~~201 9	7478
		Consolidated Statements of Cash Flows for the Years Ended December 31, ~~2017, 2016~~202 1 , 20 20 and ~~2015~~201 9	7579
Financial Statements of Healthcare Trust of America Holdings, LP
		Consolidated Balance Sheets as of December 31, ~~2017~~202 1 and ~~2016~~20 20	7680
		Consolidated Statements of Operations for the Years Ended December 31, ~~2017, 2016~~2021, 2020 and ~~2015~~2019	7781
		Consolidated Statements of Comprehensive Income ~~(Loss)~~ for the Years Ended December 31, ~~2017, 2016~~2021, 2020 and ~~2015~~2019	7882
		Consolidated Statements of Changes in ~~Partners~~Partners’ Capital for the Years Ended December 31, ~~2017, 2016~~2021, 2020 and ~~2015~~2019	7983
		Consolidated Statements of Cash Flows for the Years Ended December 31, ~~2017, 2016~~2021, 2020 and ~~2015~~2019	8084
Notes for Healthcare Trust of America, Inc. and Healthcare Trust of America Holdings, LP
		Notes to Consolidated Financial Statements	8185

(a)(2) Financial Statement Schedules:



Financial Statement Schedules of Healthcare Trust of America, Inc. and Healthcare Trust of America Holdings, LP
			~~Valuation and Qualifying Accounts (Schedule II)~~	~~106~~
	Real Estate and Accumulated Depreciation (Schedule III)	~~107~~110
			Mortgage Loans on Real Estate Assets (Schedule IV)	~~114~~118

All other schedules have been omitted because they are inapplicable.

(a)(3) Exhibits:

The exhibits listed on the Exhibit Index ~~(following~~(preceding the signature section of this Annual Report) are incorporated by reference into this Annual Report.

(b) Exhibits:

See Item 15(a)(1) above.

See Item 15(a)(2) above.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Healthcare Trust of America, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Healthcare Trust of America, Inc. and subsidiaries (the “Company”) as of December 31, ~~2017~~2021 and ~~2016,~~2020, the related consolidated statements of operations, ~~equity,~~ comprehensive income, ~~(loss)~~equity, and cash flows for each of the three years in the period ended December 31, ~~2017,~~2021, and the related notes and the ~~consolidated~~ financial statement schedules listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2017~~2021 and ~~2016,~~2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, ~~2017,~~2021, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, ~~2017,~~2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated ~~February 20, 2018,~~March 1, 2022, expressed an unqualified opinion on the Company’s internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the ~~Company’s~~Company's management. Our responsibility is to express an opinion on the ~~Company’s~~Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the ~~PCAOB.~~PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Recoverability of Real Estate and Real Estate Related Assets - Refer to Notes 2 and 4 to the financial statements

Critical Audit Matter Description

The Company’s real estate investments are evaluated for potential impairment whenever events or changes in circumstances indicate that the carrying value of a property may not be recoverable. Impairment losses are recorded when indicators of impairment are present and the carrying amount of the asset is greater than the sum of future undiscounted cash flows expected to be generated by that asset over the remaining expected holding period. The Company’s undiscounted future cash flows analysis and the assessment of expected remaining holding period requires management to make significant estimates and assumptions related to future occupancy levels, rental rates, lease-up periods and capitalization rates.

Changes in these assumptions could have a significant impact on the real estate assets identified for further analysis. For the year ended December 31, 2021, the Company recorded impairment charges of $22.9 million on its real estate investments.

Given the Company’s evaluation of the sum of future undiscounted cash flows expected to be generated by an asset over the remaining expected holding period when indicators of impairment are present requires management to make significant estimates and assumptions related to future occupancy levels, rental rates, and capitalization rates, performing audit procedures to evaluate the reasonableness of management’s undiscounted future cash flows analysis and assessment of expected remaining holding period required a high degree of auditor judgment and an increased extent of effort, including the need to involve our

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fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the evaluation of real estate assets for possible indicators of impairment included the following, among others:

•We tested the effectiveness of controls over management’s analysis for impairment indicators, including the identification of impairment indicator properties and significant estimates and assumptions used by management in preparing undiscounted future cash flows analysis for properties with impairment indicators.

•We audited management’s impairment indicator analysis by:

◦Evaluating management's process for identifying impairment indicators and whether management appropriately considered the examples of impairment indicators provided within the Financial Accounting Standards Board’s (FASB) Accounting Standard Codification (ASC) 360, Property, Plant, and Equipment.

◦Conducting independent market analysis to determine if there were additional indicators of impairment not identified by management.

◦Conducting inquiries of property management, leasing, asset management, and other departments outside of the accounting department to determine if there might be additional indicators of impairment not identified by management.

•With the assistance of our fair value specialists, we evaluated management’s undiscounted cash flow analysis for various properties that exhibited indicators of impairment by:

◦Evaluating whether the valuation method used was in accordance with ASC 820, Fair Value Measurement.

◦Evaluating the undiscounted future cash flows analysis, including estimates of future occupancy levels, rental rates, lease-up periods and capitalization rates, in addition to the assessment of expected remaining holding period for each real estate asset with possible impairment indicators by (1) evaluating the source information and assumptions used by management and (2) testing the mathematical accuracy of the undiscounted future cash flows analysis.

Investments in Real Estate - Refer to Notes 2 and 3 to the financial statements

Critical Audit Matter Description

For the year ended December 31, 2021, the Company had acquired investments in real estate with an aggregate purchase price of $308.8 million. The Company accounted for these acquisitions as asset acquisitions. Accordingly, the purchase price for assets acquired and liabilities assumed was allocated, based on relative fair value, to land, buildings and improvements, in-place leases, above or below market leases, and other intangible assets. The method for determining relative fair value varied depending on the type of asset or liability and involved management making significant estimates related to assumptions such as future cash flows, discount rates, and costs during the expected lease-up periods.

Given the relative fair value determination of assets acquired and liabilities assumed requires management to make significant estimates related to assumptions such as future cash flows, discount rates, and costs during hypothetical lease-up periods, performing audit procedures to evaluate the reasonableness of these assumptions required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the relative fair value of assets acquired and liabilities assumed for investments in real estate included the following, among others:

•We tested the effectiveness of controls over the purchase price allocation, including management’s controls over the review of purchase price allocations prepared by third party specialists.

•For properties selected for further evaluation by our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology, (2) current market data, (3) cost to replace certain assets, and (4) assumptions used in the discounted cash flows, including testing the mathematical accuracy of the calculation, and developing a range of independent estimates and comparing our estimates to those used by management.

•We assessed the reasonableness of management’s projections of rental revenue by comparing the assumptions used in the projections to external market sources, in-place lease agreements, historical data, and results from other areas of the audit.

/s/ DELOITTE & TOUCHE LLP

Phoenix, Arizona

~~February 20, 2018~~March 1, 2022

We have served as the Company’s auditor since 2006.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the ~~Stockholders~~Partners and the Board of Directors of the General Partner of Healthcare Trust of America Holdings, LP

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Healthcare Trust of America Holdings, LP and subsidiaries (the “Company”) as of December 31, ~~2017~~2021 and ~~2016,~~2020, the related consolidated statements of operations, comprehensive income, changes in partners’ capital, ~~comprehensive income (loss)~~ and cash flows, for each of the three years in the period ended December 31, ~~2017,~~2021, and the related notes and the financial statement schedules listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2017~~2021 and ~~2016,~~2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, ~~2017,~~2021, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the ~~Company’s~~Company's management. Our responsibility is to express an opinion on the ~~Company’s~~Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Recoverability of Real Estate and Real Estate Related Assets - Refer to Notes 2 and 4 to the financial statements

Critical Audit Matter Description

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How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the evaluation of real estate assets for possible indicators of impairment included the following, among others:

•We audited management’s impairment indicator analysis by:

◦Conducting independent market analysis to determine if there were additional indicators of impairment not identified by management.

•With the assistance of our fair value specialists, we evaluated management’s undiscounted cash flow analysis for various properties that exhibited indicators of impairment by:

◦Evaluating whether the valuation method used was in accordance with ASC 820, Fair Value Measurement.

Investments in Real Estate - Refer to Notes 2 and 3 to the financial statements

Critical Audit Matter Description

For the year ended December 31, 2021, the Company had acquired investments in real estate with an aggregate purchase price of $308.8 million. The Company accounted for these acquisitions as asset acquisitions. Accordingly, the purchase price for assets acquired and liabilities assumed was allocated based on relative fair value, to land, buildings and improvements, in-place leases, above or below market leases, and other intangible assets. The method for determining relative fair value varied depending on the type of asset or liability and involved management making significant estimates related to assumptions such as future cash flows, discount rates, and costs during the expected lease-up periods.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the relative fair value of assets acquired and liabilities assumed for investments in real estate included the following, among others:

•We tested the effectiveness of controls over the purchase price allocation, including management’s controls over the review of purchase price allocations prepared by third party specialists.

/s/ DELOITTE & TOUCHE LLP

Phoenix, Arizona

~~February 20, 2018~~March 1, 2022

We have served as the Company’s auditor since 2013.

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HEALTHCARE TRUST OF AMERICA, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except for share and per share data)


	December 31,							December 31,
	2017			2016				2021		2020
ASSETS							ASSETS
Real estate investments:							Real estate investments:
Land	$	485,319		$	386,526		Land	$	640,382	$	596,269
Building and improvements	5,830,824			3,466,516			Building and improvements	6,688,516		6,507,816
Lease intangibles	639,199			467,571			Lease intangibles	404,714		628,621
Construction in progress	14,223			—			Construction in progress	32,685		80,178
	6,969,565			4,320,613				7,766,297		7,812,884
Accumulated depreciation and amortization	(1,021,691		)	(817,593		)	Accumulated depreciation and amortization	(1,598,468)		(1,702,719)
Real estate investments, net	5,947,874			3,503,020			Real estate investments, net	6,167,829		6,110,165
Assets held for sale, net							Assets held for sale, net	27,070		—
Investment in unconsolidated joint venture	68,577			—			Investment in unconsolidated joint venture	62,834		64,360
Cash and cash equivalents	100,356			11,231			Cash and cash equivalents	52,353		115,407
Restricted cash	18,204			13,814			Restricted cash	4,716		3,358
Receivables and other assets, net	207,857			173,461			Receivables and other assets, net	334,941		251,728
Right-of-use assets - operating leases, net							Right-of-use assets - operating leases, net	229,226		235,223
Other intangibles, net	106,714			46,318			Other intangibles, net	10,720		10,451
Total assets	$	6,449,582		$	3,747,844		Total assets	$	6,889,689	$	6,790,692
LIABILITIES AND EQUITY							LIABILITIES AND EQUITY
Liabilities:							Liabilities:
Debt	$	2,781,031		$	1,768,905		Debt	$	3,028,122	$	3,026,999
Accounts payable and accrued liabilities	167,852			105,034			Accounts payable and accrued liabilities	198,078		200,358
Liabilities of assets held for sale							Liabilities of assets held for sale	262		—
Derivative financial instruments - interest rate swaps	1,089			1,920			Derivative financial instruments - interest rate swaps	5,069		14,957
Security deposits, prepaid rent and other liabilities	61,222			49,859			Security deposits, prepaid rent and other liabilities	86,225		82,553
Lease liabilities - operating leases							Lease liabilities - operating leases	196,286		198,367
Intangible liabilities, net	68,203			37,056			Intangible liabilities, net	31,331		32,539
Total liabilities	3,079,397			1,962,774			Total liabilities	3,545,373		3,555,773
Commitments and contingencies							Commitments and contingencies	0		0
Redeemable noncontrolling interests	6,737			4,653
Redeemable non-controlling interests							Redeemable non-controlling interests	—		—
Equity:							Equity:
Preferred stock, $0.01 par value; 200,000,000 shares authorized; none issued and outstanding	—			—			Preferred stock, $0.01 par value; 200,000,000 shares authorized; none issued and outstanding	—		—
Class A common stock, $0.01 par value; 1,000,000,000 shares authorized; 204,892,118 and 141,719,134 shares issued and outstanding as of December 31, 2017 and 2016, respectively	2,049			1,417
Common stock, $0.01 par value; 1,000,000,000 shares authorized; 228,879,846 and 218,578,012 shares issued and outstanding as of December 31, 2021 and 2020, respectively							Common stock, $0.01 par value; 1,000,000,000 shares authorized; 228,879,846 and 218,578,012 shares issued and outstanding as of December 31, 2021 and 2020, respectively	2,289		2,186
Additional paid-in capital	4,508,528			2,754,818			Additional paid-in capital	5,178,132		4,916,784
Accumulated other comprehensive loss	274			—			Accumulated other comprehensive loss	(7,041)		(16,979)
Cumulative dividends in excess of earnings	(1,232,069		)	(1,068,961		)	Cumulative dividends in excess of earnings	(1,915,776)		(1,727,752)
Total stockholders’ equity	3,278,782			1,687,274			Total stockholders’ equity	3,257,604		3,174,239
Noncontrolling interests	84,666			93,143
Non-controlling interests							Non-controlling interests	86,712		60,680
Total equity	3,363,448			1,780,417			Total equity	3,344,316		3,234,919
Total liabilities and equity	$	6,449,582		$	3,747,844		Total liabilities and equity	$	6,889,689	$	6,790,692

The accompanying notes are an integral part of these consolidated financial statements.

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Year Ended December 31,
2017 2016 2015
Acquired intangible assets 20.2 8.4 24.8
Acquired intangible liabilities 19.7 7.7 51.7

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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

4. Impairment ~~and Dispositions~~

During the year ended December 31, 2017, we completed dispositions of four MOBs located in Wisconsin, California and Texas for an aggregate sales price of $85.2 million, generating gains of $37.8 million. In addition, during the year ended December 31, 2017,2021, we recorded impairment charges of ~~$13.9~~$22.9 million ~~related to two MOBs and a portfolio~~on 4 properties, one of ~~MOBs~~which was sold as of December 31, 2021. The other three properties are located in ~~Massachusetts, South Carolina~~Georgia, Texas and ~~Texas.~~New Mexico. During each of the ~~year~~years ended December 31, ~~2016, we completed dispositions of six senior care facilities for an aggregate sales price of $39.5 million, generating net gains of $9.0 million. During the same period~~2020 and 2019, we recorded no impairment ~~charges~~charges. For more details, see Note 2 - Summary of ~~$3.1 million related to two MOBs~~Significant Accounting Policies in ~~our portfolio. During~~ the ~~year ended December 31, 2015, we completed dispositions~~“Recoverability of ~~six MOBs for an aggregate sales price of $35.7 million, generating net gains of $0.2 million. During the same period we recorded impairment charges of $2.6 million.~~Real Estate Investments” section.

5. Intangible Assets and Liabilities

Intangible assets and liabilities consisted of the following as of December 31, ~~2017~~2021 and ~~2016,~~2020, respectively (in thousands, except weighted average remaining ~~amortization)~~amortization terms):


	December 31, 2021			December 31, 2020
	Balance		Weighted Average Remaining Amortization in Years	Balance		Weighted Average Remaining Amortization in Years
Assets:
In place leases	$	349,863	9.3	$	483,779	9.7
Tenant relationships	54,851		10.8	144,842		10.0
Above market leases	21,537		6.9	37,876		5.8

	426,251			666,497
Accumulated amortization	(213,801)			(427,937)
Total	$	212,450	9.3	$	238,560	9.6

Liabilities:
Below market leases	$	55,073	14.3	$	61,896	14.6


Accumulated amortization	(23,742)			(29,357)
Total	$	31,331	14.3	$	32,539	14.6

December 31, 2017 December 31, 2016
Balance
Weighted Average Remaining
Amortization in Years
Balance
Weighted Average Remaining
Amortization in Years
Assets:
In place leases $ 474,252
9.8 $ 294,597
9.7
Tenant relationships 164,947
10.2 172,974
10.6
Above market leases 40,082
6.3 28,401
6.3
Below market leasehold interests 92,362
63.4 38,136
60.4
771,643
534,108

Accumulated amortization (312,655 ) (256,305 )
Total $ 458,988
19.5 $ 277,803
16.1

Liabilities:
Below market leases $ 61,820
14.7 $ 34,370
18.6
Above market leasehold interests 20,610
50.1 11,632
53.0
82,430
46,002

Accumulated amortization (14,227 ) (8,946 )
Total $ 68,203
25.0 $ 37,056
28.5

The following is a summary of the net intangible amortization for the years ended December 31, ~~2017, 2016~~2021, 2020 and ~~2015,~~2019, respectively (in thousands):


	Year Ended December 31,
	2021		2020		2019
Amortization recorded against rental income related to above and (below) market leases	$	(2,638)	$	(4,056)	$	(4,422)
Amortization expense related to in place leases and tenant relationships	45,447		55,138		60,363

As of December 31, 2021, the expected future amortization of intangible assets and liabilities is as follows (in thousands):


Year	Assets		Liabilities
2022	$	40,676	$	5,254
2023	33,161		4,408
2024	27,345		3,798
2025	23,136		3,161
2026	19,437		2,686
Thereafter	68,695		12,024
Total	$	212,450	$	31,331

Year Ended December 31,
2017 2016 2015
Amortization recorded against rental income related to above and (below) market leases $ (526 ) $ 255
$ 1,936
Rental expense related to above and (below) market leasehold interests 880
453
414
Amortization expense related to in place leases and tenant relationships 64,896
52,213
47,444

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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

~~As of December 31, 2017, the amortization of intangible assets and liabilities is as follows (in thousands)~~:

Year Assets Liabilities
2018 $ 71,892
$ 6,761
2019 60,202
6,508
2020 47,572
5,742
2021 38,842
4,893
2022 30,884
4,432
Thereafter 209,596
39,867
Total $ 458,988
$ 68,203

6. Receivables and Other Assets

Receivables and other assets consisted of the following as of December 31, ~~2017~~2021 and ~~2016,~~2020, respectively (in thousands):


	December 31,
	2021		2020
Tenant receivables, net	$	10,477	$	17,717
Other receivables, net	6,098		6,243
Deferred financing costs, net	7,055		2,586
Deferred leasing costs, net	45,008		43,234
Straight-line rent receivables, net	142,604		128,070
Prepaid expenses, deposits, equipment and other, net	38,301		46,114
Real estate notes receivable, net	69,114		—

Finance ROU asset, net	16,284		7,764


Total	$	334,941	$	251,728

December 31,
2017 2016
Tenant receivables, net $ 20,269
$ 8,722
Other receivables, net 9,305
9,233
Deferred financing costs, net 7,759
4,198
Deferred leasing costs, net 25,494
20,811
Straight-line rent receivables, net 85,143
74,052
Prepaid expenses, deposits, equipment and other, net 58,358
55,904
Derivative financial instruments - interest rate swaps 1,529
541
Total $ 207,857
$ 173,461

The following is a summary of the amortization of deferred leasing costs and financing costs for the years ended December 31, ~~2017, 2016~~2021, 2020 and ~~2015,~~2019, respectively (in thousands):


	Year Ended December 31, 2021
	2021		2020		2019
Amortization expense related to deferred leasing costs	$	8,831	$	8,755	$	7,976
Interest expense related to amortization of deferred financing costs	1,753		1,724		1,724

Year Ended December 31,
2017 2016 2015
Amortization expense related to deferred leasing costs $ 5,672
$ 4,647
$ 4,177
Interest expense related to deferred financing costs 1,492
1,326
1,339

As of December 31, ~~2017,~~2021, the expected future amortization of deferred leasing costs and financing costs is as follows (in thousands):


Year	Amount
2022	$	10,287
2023	9,263
2024	8,203
2025	6,939
2026	4,560
Thereafter	12,811
Total	$	52,063

7. Leases

The majority of our lease expenses are derived from our ground leases and a few corporate leases, which are primarily for office space. We recognize lease expense for these leases on a straight-line basis over the lease term. Many of our leases contain renewal options that can extend the lease term from one to ten years, or in certain cases, longer durations. The exercise of lease renewal options is at our sole discretion. Certain of our ground leases have the option to purchase the land at the end of the initial term. Our leases have one of the following payment options: (i) fixed payment throughout the term; (ii) fixed payments with periodic escalations; (iii) variable lease payments based on the Consumer Price Index (“CPI”) or another similar index; and (iv) a combination of the aforementioned. Our leases do not contain any material residual value guarantees or material restrictive covenants other than certain prohibitions as to the nature of business that can be conducted within the buildings which we own in order to limit activities that may be deemed competitive in nature to the ground lessor’s activities. As of December 31, 2021, we have no new ground leases or corporate leases that have not yet commenced.

During the year ended December 31, 2021, we assumed 5 new ground leases as part of building acquisitions made during the year. The new ground leases were analyzed and 3 were classified as finance leases and 2 were classified as operating leases. Additionally, during the year ended December 31, 2021, 9 of our in-place operating ground leases were removed as a result of property dispositions. For more details on the dispositions, refer to Note 4 - Dispositions and Impairment.

Year Amount
2018 $ 6,461
2019 5,751
2020 5,164
2021 5,178
2022 3,480
Thereafter 7,219
Total $ 33,253

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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Lessee - Lease Term and Discount Rates

The following is the weighted average remaining lease term and the weighted average discount rate for our operating and finance leases as of December 31, 2021 (weighted average remaining lease term in years):


	December 31, 2021
Operating leases:
Weighted-average remaining lease term	46.5
Weighted-average discount rate	5.3	%
Finance leases:
Weighted-average remaining lease term	48.1
Weighted-average discount rate	3.8	%

Lessee - Maturity of Lease Liabilities

We have ground leases and other operating leases with landlords that generally require fixed annual rental payments and may also include escalation clauses and renewal options. These leases generally have terms up to 99 years, excluding extension options. The following table summarizes the future minimum lease obligations of our operating and finance leases as of December 31, 2021 under Topic 842 (in thousands):


Year	Operating leases		Finance leases
2022	$	10,568	$	630
2023	10,758		635
2024	10,370		640
2025	9,857		645
2026	9,869		656
Thereafter	599,954		37,524
Total undiscounted lease payments	$	651,376	$	40,730
Less: Interest	(455,090)		(23,826)
Present value of lease liabilities	$	196,286	$	16,904

Lessor - Lease Revenues and Maturity of Future Minimum Rents

We have operating leases with tenants that expire at various dates through 2043 which generally include fixed increases or adjustment based on the consumer price index. Leases also provide for additional rents based on certain operating expenses.

For the years ended December 31, 2021, 2020 and 2019, we recognized $761.7 million, $732.5 million and $686.2 million, respectively, of rental and other lease-related income related to our operating leases, of which $175.7 million, $169.1 million and $154.3 million, respectively, were variable lease payments.

The following table summarizes the future minimum rent contractually due under operating leases, excluding tenant reimbursements of certain costs, as of December 31, 2021 under Topic 842 (in thousands):


Year	Amount
2022	$	569,363
2023	524,166
2024	466,821
2025	407,880
2026	360,766
Thereafter	1,322,375
Total	$	3,651,371

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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

8. Debt

Debt consisted of the following as of December 31, ~~2017~~2021 and ~~2016,~~2020, respectively (in thousands):

December 31,
2017 2016
Unsecured revolving credit facility $ —
$ 88,000
Unsecured term loans 500,000
500,000
Unsecured senior notes 1,850,000
950,000
Fixed rate mortgages loans 414,524
204,562
Variable rate mortgages loans 37,918
38,904
2,802,442
1,781,466
Deferred financing costs, net (15,850 ) (9,527 )
Discount, net (5,561 ) (3,034 )
Total $ 2,781,031
$ 1,768,905


	December 31,
	2021		2020
Unsecured revolving credit facility	$	—	$	—
Unsecured term loans	500,000		500,000
Unsecured senior notes	2,550,000		2,550,000
Fixed rate mortgages	—		—
	3,050,000		3,050,000
Deferred financing costs, net	(17,975)		(19,157)
Net premium (discount)	(3,903)		(3,844)
Total	$	3,028,122	$	3,026,999

Unsecured Credit Agreement

Unsecured Revolving Credit Facility due ~~2022~~2025

On ~~July 27, 2017, HTALP~~October 6, 2021, we entered into ana third amended and restated ~~$1.3 billion Unsecured Credit Agreement~~revolving credit and term loan agreement (the “Credit Agreement”), which ~~increased the amount available under the~~includes an unsecured revolving credit facility toin an aggregate maximum principal amount of $1.0 billion (the “Revolver”) and a term loan facility in an aggregate maximum principal amount of $300.0 million (the “Term Loan”). The Credit Agreement extended the maturities of the unsecured revolving credit facility ~~to June 30, 2022~~ and ~~for~~ the ~~$300.0 million~~ unsecured term loan ~~referenced below until February 1, 2023.~~to October 31, 2025. The maximum principal amount of the Unsecured Credit Agreement may be increased by up to $750.0 million, subject to certain conditions, for a total principal amount of $2.05 billion.

Borrowings under the ~~unsecured revolving credit facility accrue~~Revolver bears interest at a per annum rate equal to ~~adjusted~~ LIBOR, plus a margin ranging from ~~0.83%~~0.725% to ~~1.55%~~ ~~per annum~~1.40% based on our credit rating. We are also required to pay a facility fee ~~ranging from~~ ~~0.13%~~ to ~~0.30%~~ ~~per annum~~ on the aggregate commitments under the Revolver at a per annum rate ranging from 0.125% to 0.30% based on our credit rating. We incurred financing costs of $6.2 million in relation to the credit facility, which are being amortized through the maturity date. As of December 31, 2021, we had 0 outstanding balance under this unsecured revolving credit facility. ~~As of~~ ~~December 31, 2017, the~~The margin associated with our borrowings was ~~1.00%~~0.85% per annum and the facility fee was 0.20% per annum.

Accrued interest under the Credit Agreement is payable quarterly and at maturity. The Credit Agreement includes customary LIBOR replacement terms and contains a sustainability-linked feature, which allows for a reduction in pricing upon our realization of certain sustainability ratings. The other terms of the Credit Agreement prior to the amendment thereof remain substantially unchanged.

$300.0 Million Unsecured Term Loan due ~~2023~~2025

~~On July 27, 2017, we entered into an amended and restated~~Under the Unsecured Credit Agreement as noted ~~above. As part of this agreement,~~above, we ~~obtained~~have a $300.0 million unsecured term loan, ~~that was~~ guaranteed by usHTA, with a maturity date of ~~February 1, 2023.~~October 31, 2025. Borrowings under this unsecured term loan ~~accrue~~bear interest at a per annum rate equal to ~~adjusted~~ LIBOR, plus a margin ranging from ~~0.90%~~0.80% to ~~1.75%~~1.60% per annum based on our credit rating. The margin associated with our borrowings as of December 31, ~~2017~~2021 was ~~1.10%~~0.95% per annum. ~~Including~~We incurred financing costs of $1.8 million in relation to the ~~impact of~~unsecured term loan, which are being amortized through the maturity date. We have interest rate swaps ~~associated with our unsecured term loan,~~hedging the floating interest rate, ~~was 2.71%~~which resulted in a fixed rate of 2.37% per annum, based on our current credit rating. The current hedging arrangement matures on February 1, 2023. As of December 31, ~~2017, HTALP~~2021, we had $300.0 million under this unsecured term loan outstanding.

~~Bridge Loan Facility~~

In connection with the Duke Acquisition, in May 2017, we entered into the Bridge Loan Facility which provided to us up to $2.47 billion, less the aggregate amount of net proceeds from debt or equity capital raises or a senior term loan facility. The Bridge Loan Facility was made available to us on the closing of the Duke Acquisition and was scheduled to mature 364 days from the closing. In June 2017, we terminated the Bridge Loan Facility and no proceeds were used because we elected to fund the Duke Acquisition through other equity and debt offerings. In connection with the execution and subsequent termination of the Bridge Loan Facility, we incurred $10.4 million in related fees, which we recorded in income (loss) on extinguishment of debt in the accompanying consolidated statements of operations.

$200.0 Million Unsecured Term Loan due ~~2023~~2024

AsIn 2018, HTALP entered into a modification of ~~December 31, 2017, HTALP had a~~our $200.0 million unsecured term loan ~~outstanding, which matures on September 26,~~previously due in 2023. The modification decreased pricing at our current credit rating by 65 basis points and extended the maturity date to January 15, 2024. The other material terms of the unsecured term loan prior to the modification remained substantially unchanged. Borrowings under the unsecured term loan accrue interest at a rate equal to LIBOR, plus a margin ranging from ~~1.50%~~0.75% to ~~2.45%~~1.65% per annum based on our credit rating. The margin associated with our borrowings as of December 31, ~~2017~~2021 was ~~1.65%~~1.00% per annum. HTALP had interest rate swaps on the balance, which resulted in ~~place that~~a fixed ~~the~~ interest rate at ~~3.07%~~2.32% per ~~annum, based on our current credit rating.~~

annum. As of December 31, 2021, HTALP had $200.0 million under this unsecured term loan outstanding.

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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

$~~300.0 Million Unsecured Senior Notes due 2021~~

~~As of~~ ~~December 31, 2017~~, HTALP had $300.0 million of unsecured senior notes outstanding that are guaranteed by us. These unsecured senior notes are registered under the Securities Act of 1933, as amended (the “Securities Act”), bear interest at 3.38% per annum and are payable semi-annually. Additionally, these unsecured senior notes were offered at 99.21% of the principal amount thereof, with an effective yield to maturity of 3.50% per annum. As of December 31, 2017, HTALP had $300.0 million of these unsecured senior notes outstanding that mature on July 15, 2021.

~~$400.0 Million Unsecured Senior Notes due 2022~~

In June 2017, in connection with the Duke Acquisition and the $500.0 million unsecured senior notes due 2027 referenced below, HTALP issued $400.0 million of unsecured senior notes that are guaranteed by us. These unsecured senior notes are registered under the Securities Act, bear interest at 2.95% per annum and are payable semi-annually. Additionally, these unsecured senior notes were offered at 99.94% of the principal amount thereof, with an effective yield to maturity of 2.96% per annum. As of December 31, 2017, HTALP had $400.0 million of these unsecured senior notes outstanding that mature on July 1, 2022.

~~$300.0 Million Unsecured Senior Notes due 2023~~

~~As of~~ ~~December 31, 2017, HTALP had $300.0 million of unsecured senior notes outstanding that are guaranteed by us. These unsecured senior notes are registered under the Securities Act, bear interest at~~ ~~3.70%~~ ~~per annum and are payable semi-annually. Additionally, these unsecured senior notes were offered at~~ ~~99.19%~~ of the principal amount thereof, with an effective yield to maturity of 3.80% per annum. As of December 31, 2017, HTALP had $300.0 million of these unsecured senior notes outstanding that mature on April 15, 2023.

~~$350.0~~600.0 Million Unsecured Senior Notes due 2026

~~As of December 31, 2017, HTALP had $350.0~~In September 2019, in connection with the $650.0 million of unsecured senior notes ~~outstanding that~~due 2030 referenced below, HTALP issued $250.0 million as additional unsecured senior notes to the $350.0 million aggregate principal of senior notes issued on July 12, 2016, all of which are guaranteed by ~~us.~~HTA. These unsecured senior notes are registered under the Securities Act, bear interest at 3.50% per annum and are payable semi-annually. Additionally, these unsecured senior notes were offered at 103.66% and 99.72%, respectively, of the principal amount thereof, with an effective yield to maturity of 2.89% and 3.53%, respectively, per annum. As of December 31, ~~2017,~~2021, HTALP had ~~$350.0~~$600.0 million of these unsecured senior notes outstanding that mature on August 1, 2026.

$500.0 Million Unsecured Senior Notes due 2027

In ~~June~~ 2017, ~~in connection with the Duke Acquisition and the $400.0 million unsecured senior notes due 2022 referenced above,~~ HTALP issued $500.0 million of unsecured senior notes that are guaranteed by ~~us.~~HTA. These unsecured senior notes are registered under the Securities Act, bear interest at 3.75% per annum and are payable semi-annually. Additionally, these unsecured senior notes were offered at 99.49% of the principal amount thereof, with an effective yield to maturity of 3.81% per annum. As of December 31, ~~2017,~~2021, HTALP had $500.0 million of these unsecured senior notes outstanding that mature on July 1, 2027.

~~Fixed and Variable Rate Mortgages~~$650.0 Million Unsecured Senior Notes due 2030

In ~~June 2017, as part~~September 2019, in connection with the $250.0 million additional unsecured senior notes due 2026 referenced above, HTALP issued $650.0 million of unsecured senior notes that are guaranteed by HTA. These unsecured senior notes are registered under the Duke Acquisition, we were required, by the seller, to execute, as the borrower, for a part of the purchase price a senior secured first lien loan, subject to customary non-recourse carve-outs, a Promissory Note in the amount of $286.0 million. The Promissory Note bearsSecurities Act, bear interest at ~~4.0%~~3.10% per annum and isare payable ~~in three equal payments maturing on January 10, 2020 and is guaranteed by us.~~

semi-annually. Additionally, these unsecured senior notes were offered at 99.66% of the principal amount thereof, with an effective yield to maturity of 3.14% per annum. As of December 31, ~~2017,~~2021, HTALP ~~and its subsidiaries~~ had ~~fixed and variable rate mortgage loans with~~$650.0 million of these unsecured senior notes outstanding that mature on February 15, 2030. Proceeds from the issuance of $900.0 million of these notes were used, in part, to redeem a total of $700.0 million of unsecured senior notes. During the year ended December 31, 2019, the make-whole fees required per the terms of the indenture agreements upon our calling the notes totaling $18.3 million was recorded in loss on extinguishment of debt in the accompanying consolidated statements of operations.

$800.0 Million Unsecured Senior Notes due 2031

In September 2020, HTALP issued $800.0 million of unsecured senior notes that are guaranteed by HTA. These unsecured senior notes are registered under the Securities Act, bear interest ~~rates ranging from 2.85% to 6.39%~~at 2.00% per annum and ~~a weighted average interest rate~~are payable semi-annually. Additionally, these unsecured notes were offered at 99.20% of ~~4.27%~~the principal amount thereof, with an effective yield to maturity of 2.09% per annum. ~~Including~~We incurred financing costs of $6.8 million in relation to this transaction, which are being amortized through the ~~impact~~maturity date. As of December 31, 2021, HTALP had $800.0 million of these unsecured senior notes outstanding that mature on March 15, 2031. Proceeds from the issuance of these unsecured notes were used, in part, to redeem $300.0 million of unsecured senior notes. During the year ended December 31, 2020, the make-whole fee that was required per the terms of the ~~interest rate swap associated with~~indenture agreement upon our ~~variable rate mortgages,~~calling the ~~weighted average interest rate~~notes of $24.7 million was ~~4.39% per annum.~~

~~Table~~recorded in loss on extinguishment of ~~Contents~~debt in the accompanying consolidated statements of operations.

~~HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

Future Debt Maturities

The following table summarizes the debt maturities and scheduled principal repayments of our indebtedness as of December 31, ~~2017~~2021 (in thousands):


Year	Amount
2022	$	—
2023	—
2024	200,000
2025	300,000
2026	600,000
Thereafter	1,950,000
Total	$	3,050,000

Year Amount
2018 $ 102,513
2019 107,676
2020 146,678
2021 305,772
2022 463,063
Thereafter 1,676,740
Total $ 2,802,442

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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Deferred Financing Costs

As of December 31, ~~2017,~~2021, the expected future amortization of our deferred financing costs is as follows (in thousands):


Year	Amount
2022	$	3,106
2023	3,106
2024	2,724
2025	2,603
2026	1,839
Thereafter	4,597
Total	$	17,975

Year Amount
2018 $ 2,821
2019 2,827
2020 2,804
2021 2,610
2022 1,987
Thereafter 2,801
Total $ 15,850
Debt Covenants

We are required by the terms of our applicable loan agreements to meet various affirmative and negative covenants that we believe are customary for these types of facilities, such as limitations on the incurrence of debt by us and our subsidiaries that own unencumbered assets, limitations on the nature of HTALP’s business, and limitations on distributions by HTALP and its subsidiaries that own unencumbered assets. Our loan agreements also impose various financial covenants on us, such as a maximum ratio of total indebtedness to total asset value, a minimum ratio of EBITDA to fixed charges, a minimum tangible net worth covenant, a maximum ratio of unsecured indebtedness to unencumbered asset value, rent coverage ratios and a minimum ratio of unencumbered NOI to unsecured interest expense. As of December 31, ~~2017~~,2021, we believe that we were in compliance with all such financial covenants and reporting requirements. In addition, certain of our loan agreements include events of default provisions that we believe are customary for these types of facilities, including restricting us from making dividend distributions to our stockholders in the event we are in default thereunder, except to the extent necessary for us to maintain our REIT status.

8.9. Derivative Financial Instruments and Hedging Activities

Risk Management Objective of Using Derivative Financial Instruments

We may use derivative financial instruments, including interest rate swaps, caps, options, floors and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with our borrowings. The principal objective of such arrangements is to minimize the risks and/or costs associated with our operating and financial structure as well as to hedge specific anticipated transactions. We do not intend to utilize derivatives for speculative or other purposes other than interest rate risk management. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, we only enter into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which we and our affiliates may also have other financial relationships. We do not anticipate that any of the counterparties will fail to meet their obligations. We record counterparty credit risk valuation adjustments on interest rate swap derivative assets in order to properly reflect the credit quality of the counterparty. In addition, our fair value of interest rate swap derivative liabilities is adjusted to reflect the impact of our credit quality.

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~~HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

Cash Flow Hedges of Interest Rate Risk

Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements. To accomplish this objective, we primarily use interest rate swaps and treasury locks as part of our interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable rate amounts from a counterparty in exchange for us making fixed rate payments over the life of the agreements without exchange of the underlying notional amount. A treasury lock is a synthetic forward sale of a U.S. treasury note, which is settled in cash based upon the difference between an agreed upon treasury rate and the prevailing treasury rate at settlement. Such treasury locks are entered into to effectively fix the treasury component of an upcoming debt issuance.

The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income in the accompanying consolidated balance sheets and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During the year ended December 31, 2017, such derivatives were used to hedge the variable cash flows associated with variable rate debt. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. During the year ended December 31, 2017, we recorded approximately $43,000 of hedge ineffectiveness in earnings. We designated our derivative financial instruments as cash flow hedges in March 2017 as such there was no hedge ineffectiveness in earnings for the years ended December 31, 2016.

During the year ended December 31, 2017, we entered into and settled two treasury locks designated as cash flow hedges with an aggregate notional amount of $250.0 million to hedge future fixed rate debt issuances, which fixed the 10-year swap rates at an average rate of 2.26% per annum. Upon settlement of these contracts during the year ended December 31, 2017, we paid and reported a loss of $0.7 million which was recorded in accumulated other comprehensive loss in our accompanying consolidated statements of comprehensive income (loss) and a gain of $25,000 which was recorded in the change in fair value of our derivative financial instruments in our accompanying consolidated statements of operations.

Amounts reported in accumulated other comprehensive income (loss) in the accompanying consolidated balance sheets related to derivatives will be reclassified to interest expense as interest payments are made on our variable rate debt. During the next twelve months, we estimate that an additional ~~$0.2~~$4.9 million will be reclassified from other comprehensive income (loss) in the accompanying consolidated balance sheets as an increase to interest related to derivative financial instruments in the accompanying consolidated statements of operations.

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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

As of December 31, ~~2017~~,2021, we had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (in thousands, except number of instruments):


Cash Flow Hedges	December 31, 2021
Number of instruments	7
Notional amount	$	500,000

Interest Rate Swaps December 31, 2017
Number of instruments 5
Notional amount $ 189,426

The table below presents the fair value of our derivative financial instruments designated as a hedge as well as our classification in the accompanying consolidated balance sheets as of December 31, ~~2017~~2021 and 2020, respectively (in thousands). ~~In March 2017, we designated our derivative financial instruments~~We had no offsetting derivatives as ~~cash flow hedges. As such, prior to March 2017 we did not have derivatives designated as hedging instruments.~~

of December 31, 2021.

Asset Derivatives

Liability Derivatives

Fair Value at:

Derivatives Designated as Hedging Instruments:

Balance Sheet
Location

December 31, 2021

December 31, 2020

Balance Sheet
Location

December 31, 2021

December 31, 2020

Interest rate swaps

Receivables and other assets

—

Derivative financial instruments

5,069

14,957

Asset Derivatives Liability Derivatives

Fair Value at: Fair Value at:
December 31, December 31,
Derivatives Designated as Hedging Instruments:
Balance Sheet
Location
2017 2016
Balance Sheet
Location
2017 2016
Interest rate swaps Receivables and other assets $ 1,529
$ —
Derivative financial instruments $ 1,089
$ —

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~~HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

The ~~tables~~table below ~~present~~presents the gain or loss recognized on our derivative financial instruments designated as hedges as well as our classification in the accompanying consolidated statements of operations for the years ended December 31, ~~2017~~2021, 2020 and ~~2016~~2019, respectively (in thousands). ~~In March 2017, we designated our derivative financial instruments as cash flow hedges. As such, prior to March 2017 we did not have derivatives designated as hedging instruments.~~

Gain (Loss) Recognized in OCI on Derivative
(Effective Portion):

Gain (Loss) Reclassified from Accumulated OCI into Income
(Effective Portion):

Gain (Loss) Recognized in Income on Derivative
(Ineffective Portion and Amount Excluded from
Effectiveness Testing):
Year Ended December 31, Year Ended December 31, Year Ended December 31,
Derivatives Cash Flow Hedging Relationships: 2017 2016 Statement of Operations Location 2017 2016 Statement of Operations Location 2017 2016
Interest rate swaps $ (338 ) $ —
Interest related to derivative financial instruments $ (618 ) $ —
Interest related to derivative financial instruments $ 43
$ —


		Year Ended December 31,
Effect of Derivative Instruments	Operations and Comprehensive (Loss) Income	2021		2020		2019
(Loss) gain recognized in OCI	Change in unrealized losses on cash flow hedges	$	3,393	$	(25,773)	$	5,910
(Loss) gain reclassified from accumulated OCI into income	Interest expense	(6,721)		(3,897)		1,594

Non-Designated Hedges

Derivatives not designated as hedges are not speculative and are used to manage our exposure to interest rate movements and other identified risks, but do not meet the strict hedge accounting requirements of ASC 815 - Derivatives and Hedging. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly to gain or loss on change in fair value of derivative financial instruments in the accompanying consolidated statements of operations. ~~For the years ended December 31, 2017 and 2016, we recorded a gain on change in fair value of derivative financial instruments of $0.9 million and $1.3 million, respectively.~~

~~The table below presents the fair value of our derivative financial instruments not designated as~~There were no non-designated hedges ~~as well as our classification in the accompanying consolidated balance sheets~~ as of December 31, ~~2016 (in thousands). In March 2017, we designated our derivative financial instruments as cash flow hedges. As such, as of March 2017 we did not have derivatives not designated as hedging instruments.~~

Asset Derivatives Liability Derivatives

Fair Value at: Fair Value at:
December 31, December 31,
Derivatives NOT Designated as Hedging Instruments:
Balance Sheet
Location
2017 2016
Balance Sheet
Location
2017 2016
Interest rate swaps Receivables and other assets $ —
$ 541
Derivative financial instruments $ —
$ 1,920

~~Tabular Disclosure of Offsetting Derivatives~~

~~The table below sets forth the net effects of offsetting~~2021, 2020 and net presentation of our derivatives as of December 31, 2017 and 2016, respectively (in thousands). The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets or liabilities are presented in the consolidated balance sheets.

Offsetting of Derivative Assets
Gross Amounts of Recognized Assets Gross Amounts in the Consolidated Balance Sheets Net Amounts of Assets Presented in the Consolidated Balance Sheets Financial Instruments Cash Collateral Received Net Amount
December 31, 2017 $ 1,529
$ —
$ 1,529
$ —
$ —
$ 1,529
December 31, 2016 541
—
541
—
—
541

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~~HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

Offsetting of Derivative Liabilities
Gross Amounts of Recognized Liabilities Gross Amounts in the Consolidated Balance Sheets Net Amounts of Liabilities Presented in the Consolidated Balance Sheets Financial Instruments Cash Collateral Received Net Amount
December 31, 2017 $ 1,089
$ —
$ 1,089
$ —
$ —
$ 1,089
December 31, 2016 1,920
—
1,920
—
—
1,920
2019, respectively.

Credit Risk Related Contingent Features

We have agreements with each of our derivative counterparties that contain a provision that if we default on any of our indebtedness, including a default where repayment of the indebtedness has not been accelerated by the lender, then we could also be declared in default on our derivative obligations.

We also have agreements with each of our derivative counterparties that incorporate provisions from our indebtedness with a lender affiliate of the derivative counterparty requiring it to maintain certain minimum financial covenant ratios on our indebtedness. Failure to comply with the covenant provisions would result in us being in default on any derivative instrument obligations covered by these agreements.

As of December 31, ~~2017,~~2021, the fair value of derivatives in a net liability position, including accrued interest, but excluding any adjustment for nonperformance risk related to these agreements, was ~~$1.1~~$5.2 million. As of December 31, ~~2017,~~2021, we have not posted any collateral related to these agreements and we were not in breach of any of the provisions of these agreements. If we had breached any of the provisions of these agreements, we could have been required to settle our obligations under these ~~agreements at an aggregate termination value of $1.1 million at December 31, 2017.~~agreements.

9.10. Commitments and Contingencies

Litigation

We engage in litigation from time to time with various parties as a routine part of our business, including tenant ~~defaults.~~defaults and threatened or asserted labor matters. However, we are not presently subject to any material litigation nor, to our knowledge, is any material litigation threatened against us, which if determined unfavorably to us, would have a material effect on our consolidated financial position, results of operations or cash flows.

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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Environmental Matters

We follow the policy of monitoring our properties for the presence of hazardous or toxic substances. While there can be no assurance that a material environmental liability does not exist at our properties, we are not currently aware of any environmental liability with respect to our properties that would have a material effect on our consolidated financial position, results of operations or cash flows. Further, we are not aware of any material environmental liability or any unasserted claim or assessment with respect to an environmental liability at our properties that we believe would require additional disclosure or the recording of a loss contingency.

~~Rental Expense~~

We have ground leases and other operating leases with landlords that generally require fixed annual rental payments and may also include escalation clauses and renewal options. These leases generally have terms up to 99 years, excluding extension options. Future minimum lease obligations under non-cancelable ground leases and other operating leases as of December 31, 2017 are as follows (in thousands):

Year Amount
2018 $ 10,908
2019 11,035
2020 11,177
2021 11,332
2022 11,566
Thereafter 916,180
Total $ 972,198

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~~HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

During the years ended December 31, 2017, 2016 and 2015, rental expense was $11.5 million, $8.5 million and $6.9 million, respectively. The amount of contingent rent and sublease rent was not significant.

Other

Our other commitments and contingencies include the usual obligations of real estate owners and operators in the normal course of business. In our opinion, these matters are not expected to have a material effect on our consolidated financial position, results of operations or cash flows.

~~10.~~11. Stockholders’ Equity and Partners’ Capital

HTALP’s operating partnership agreement provides that it will distribute cash flow from operations and net sale proceeds to its partners in accordance with their overall ownership interests at such times and in such amounts as the general partner determines. Dividend distributions are made such that a holder of ~~one~~1 OP Unit in HTALP will receive distributions from HTALP in an amount equal to the dividend distributions paid to the holder of ~~one~~1 share of our common stock. In addition, for each share of common stock issued or redeemed by us, HTALP issues or redeems a corresponding number of OP Units.

Common Stock Offerings

In March 2021, we entered into equity distribution agreements with various sales agents with respect to our at-the-market ("ATM") offering program of common stock with an aggregate sales amount of up to $750.0 million, which replaced our prior ATM offering program that expired in February 2021. As of December 31, 2021, $750.0 million remained available for issuance by us under our current ATM.

During the year ended December 31, ~~2017,~~2021, we issued ~~$1.8 billion~~approximately 9.4 million shares of ~~equity at an average price of $28.76 per share and entered a forward sale arrangement pursuant to a forward equity agreement, with anticipated~~our common stock under our ATM for net proceeds of ~~$75.0~~approximately $251.3 million, adjusted for costs to ~~be settled in April 2018, subject~~borrow equating to ~~adjustments as provided in the forward equity agreement.~~a net price to us of $26.68 per share of common stock. Refer to Note 1213 - Per Share Data of HTA to these consolidated financial statements for a more detailed discussion related to our forward equity ~~agreement executed in October 2017.~~agreements.

~~Common~~ Stock ~~Offerings~~Repurchase Plan

In September ~~2017, we entered into new equity distribution agreements with~~2020, our ~~various sales agents with respect~~Board of Directors approved a stock repurchase plan authorizing us to ~~our ATM offering program of common stock with an aggregate sales amount of~~purchase up to ~~$500.0 million. In October 2017, we issued 4,200,000 shares~~$300.0 million of our common stock ~~for $124.3 million of gross proceeds at a price of $29.60 per share, and~~from time to time prior to the $75.0 million forward contract which will be issued over the next six months. We contemporaneously terminated our prior ATM equity distribution agreements. Additionally, during the year ended December 31, 2017, and under the previous ATM, we issued and sold 3,998,000 shares of our common stock for $125.7 million of gross proceeds at an average price of $31.45 per share.expiration thereof on September 22, 2023. As of December 31, ~~2017, $300.7 million remained~~2021, the remaining amount of common stock available for ~~issuance by us~~repurchase under the ~~September 2017 ATM.~~

~~During the year ended December 31, 2017, we, in connection with the Duke Acquisition, completed an underwritten public offering of 54,625,000 shares of our common~~ stock ~~for $1.6 billion of gross proceeds at a price of $28.50 per share.~~

~~Common Unit Offerings~~

~~During the year ended December 31, 2017, we issued 37,659 OP Units in HTALP for approximately $1.1 million in connection with acquisition transactions.~~repurchase plan was $300.0 million.

Common Stock Dividends

See our accompanying consolidated statements of ~~operations~~equity and changes in partners’ capital for the dividends declared during the years ended December 31, ~~2017, 2016~~2021, 2020 and ~~2015.~~2019. As of December 31, 2021 and 2020, declared but unpaid dividends totaling $75.7 million and $71.4 million, respectively, were included in accounts payable and accrued liabilities. On February ~~15, 2018,~~28, 2022, our Board of Directors announced a quarterly cash dividend of ~~$0.305~~$0.325 per ~~share/unit~~share of common stock and per OP Unit to be paid on April ~~10, 2018~~11, 2022 to stockholders and unitholders of record ~~of our common stock and OP unitholders~~ on April ~~3, 2018.~~4, 2022.

Incentive Plan

~~The~~Our Incentive Plan permits the grant of incentive awards to our employees, officers, non-employee directors and consultants as selected by our Board of Directors. ~~The~~This Plan authorizes us to grant awards in any of the following forms: options; stock appreciation rights; restricted stock; restricted or deferred stock units; performance awards; dividend equivalents; other stock-based awards, including units in HTALP; and cash-based awards. Subject to adjustment as provided in the Plan, the aggregate number of awards reserved and available for issuance under the Plan is ~~5,000,000~~10,000,000 shares. As of December 31, ~~2017~~,2021, there were ~~1,693,510~~9,804,333 awards available for grant under the Plan.

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~~HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

~~LTIP Units~~

~~Awards under the LTIP consist of Series C units in~~ ~~HTALP~~ ~~and were subject to the achievement of certain performance and market conditions in order to vest. Once vested, the Series C units were converted into common units of HTALP, which may be converted into shares of our common stock. The LTIP awards were fully expensed or forfeited in 2015.~~

Restricted Common Stock

The weighted average fair value of restricted common stock granted during the years ended December 31, ~~2017, 2016~~2021, 2020 and ~~2015 was $29.75, $29.82~~2019, were $28.14, $29.83 and ~~$26.52,~~$26.08, respectively. The fair value of restricted common stock for which the restriction lapsed during the years ended December 31, ~~2017, 2016~~2021, 2020 and ~~2015~~2019 were ~~$5.9~~$8.2 million, ~~$5.4~~$12.6 million and ~~$4.6~~$8.9 million, respectively.

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We recognized compensation expense, equal to the fair market value of HTA’s stock on the grant date, over the service period which is generally three to four years. For the years ended December 31, ~~2017, 2016,~~2021, 2020 and ~~2015,~~2019, we recognized compensation expense of ~~$6.9~~$7.3 million, ~~$7.1~~$8.9 million and ~~$5.7~~$10.1 million respectively. ~~Compensation~~Substantially all compensation expense was recorded in general and administrative expenses in the accompanying consolidated statements of operations.

As of December 31, ~~2017~~,2021, we had ~~$7.9~~$6.9 million of unrecognized compensation expense, net of estimated forfeitures, which we will recognize over a remaining weighted average period of 1.6 years.

The following is a summary of our restricted common stock activity as of December 31, ~~2017~~2021 and ~~2016,~~2020, respectively:


	December 31, 2021			December 31, 2020
	Restricted Common Stock	Weighted Average Grant Date Fair Value		Restricted Common Stock	Weighted Average Grant Date Fair Value
Beginning balance	436,399	$	28.27	600,987	$	28.04
Granted	552,989	28.14		273,503	29.83
Vested	(297,555)	27.47		(426,693)	28.93
Forfeited	(161,971)	27.47		(11,398)	28.88
Ending balance	529,862	$	28.83	436,399	$	28.27

December 31, 2017 December 31, 2016
Restricted Common Stock
Weighted
Average Grant
Date Fair Value
Restricted Common Stock
Weighted
Average Grant
Date Fair Value
Beginning balance 640,870
$ 27.36
487,850
$ 23.13
Granted 295,493
29.75
417,110
29.82
Vested (281,064 ) 25.33
(237,999 ) 23.28
Forfeited (65,693 ) 29.01
(26,091 ) 26.09
Ending balance 589,606
$ 29.38
640,870
$ 27.36

~~11.~~12. Fair Value of Financial Instruments

Financial Instruments Reported at Fair Value - Recurring

The table below presents the carrying amounts and fair values of our ~~assets and liabilities measured at fair value~~financial instruments on a recurring basis as of December 31, ~~2017, aggregated by the applicable level in the fair value hierarchy~~2021 and 2020 (in thousands):


	December 31, 2021				December 31, 2020
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Level 2 - Assets:
Real estate notes receivable, net	$	69,114	$	68,476	$	—	$	—

Level 2 - Liabilities:
Derivative financial instruments	$	5,069	$	5,069	$	14,957	$	14,957
Debt	3,028,122		3,117,602		3,026,999		3,258,573

Level 1 Level 2 Level 3 Total
Assets:
Derivative financial instruments $ —
$ 1,529
$ —
$ 1,529
Liabilities:
Derivative financial instruments $ —
$ 1,089
$ —
$ 1,089

The ~~table below presents our assets~~carrying amounts of cash and cash equivalents, tenant and other receivables, restricted cash, accounts payable, and accrued liabilities ~~measured at~~approximate fair ~~value on a recurring basis as of~~ ~~December 31, 2016, aggregated by the applicable level in the fair value hierarchy (in thousands):~~

Level 1 Level 2 Level 3 Total
Assets:
Derivative financial instruments $ —

$ 541

$ —
$ 541
Liabilities:
Derivative financial instruments $ —
$ 1,920
$ —
$ 1,920

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~~Financial Instruments Reported at Fair Value - Non-Recurring~~

~~The table below presents our assets measured at fair value on a non-recurring basis as of December 31, 2017, aggregated by the applicable level in the fair value hierarchy (in thousands):~~

Level 1 Level 2 Level 3 Total
Assets:
MOB⁽¹⁾
$ —
$ 10,271
$ —
$ 10,271

(1) During the year ended December 31, 2017, we recognized $13.9 million of impairment charges to the carrying value of two MOBs and a portfolio of MOBs. The estimated fair value as of December 31, 2017 for these MOBs was based upon a pending sales agreement and real estate market comparables.

~~The table below presents our assets measured at fair value on a non-recurring basis as of December 31, 2016, aggregated by the applicable level in the fair value hierarchy (in thousands):~~

Level 1 Level 2 Level 3 Total
Assets:
MOB⁽¹⁾
$ —
$ 8,191
$ —
$ 8,191

(1) During the year ended December 31, 2016, we recognized impairment charges of $1.3 million and $1.8 million to the carrying value of two MOBs. The estimated fair value as of December 31, 2016 for these two MOBs was based upon a pending sales agreement and real estate market comparables.

value. There have been no transfers of assets or liabilities between levels. We will record any such transfers at the end of the reporting period in which a change of event occurs that results in a transfer. Although we have determined that the majority of the inputs used to value our ~~interest rate swap derivatives~~cash flow hedges fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with these instruments utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties. However, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our ~~interest rate swap derivative~~cash flow hedge positions and have determined that the credit valuation adjustments are not significant to their overall valuation. As a result, we have determined that our ~~interest rate swap derivative~~cash flow hedge valuations in their entirety are classified in Level 2 of the fair value hierarchy.For further discussion of the assumptions considered, refer to Note 2 - Summary of Significant Accounting Policies.

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Financial Instruments ~~Disclosed~~Reported at Fair Value - Non-Recurring

We ~~consider the carrying values of cash and cash equivalents, tenant and other receivables, restricted cash and accounts payable, and accrued liabilities,~~also have assets that under certain conditions are subject to ~~approximate~~measurement at fair value on a non-recurring basis. This generally includes assets subject to impairment. We estimate fair value relating to impairment assessments based upon discounted cash flow and direct capitalization models that include all projected cash inflows and outflows over a specific holding period, or the contractual sales price, if applicable. Such projected cash flows are comprised of contractual rental revenues and forecasted rental revenues and expenses based on market conditions and expectations for growth. Capitalization rates and discount rates utilized in these ~~financial instruments because~~models are based on a reasonable range of current market rates for each property analyzed. Based on these inputs, we determined that our valuation of properties using a discounted cash flow or a direct capitalization model were classified within Level 3 of the ~~short period of time between origination~~fair value hierarchy. For assets for which the estimated fair value was based on contractual sales prices, we determined that our valuation was classified within Level 2 of the ~~instruments and their expected realization. All of these financial instruments are considered Level 2.~~

~~The~~ fair value ~~of debt is estimated using borrowing rates available to us with similar terms and maturities, which is considered a Level 2 input.~~hierarchy. As of December 31, ~~2017,~~2021, the estimated fair value for 1 real estate investment within Level 2 of the fair value hierarchy was based on the purchase price set forth in an executed purchase option, less estimated closing costs. The estimated fair value for 2 real estate investments within Level 3 of the ~~debt~~fair value hierarchy was ~~$2,826.3 million compared to the carrying~~based on income capitalization models utilizing a capitalization rate of 7.00%.

The table below presents our assets measured at fair value ~~of $2,781.0 million. As~~on a non-recurring basis as of December 31, ~~2016, the fair value of the debt was $1,784.0 million compared to the carrying value of $1,768.9 million.~~2021 and 2020 (in thousands):


	December 31, 2021		December 31, 2020
	Fair Value		Fair Value
Level 2 - Assets:
Real estate investment	$	26,768	$	—
Level 3 - Assets:
Real estate investments	$	4,970	$	—

~~12.~~

13. Per Share Data of HTA

~~In October 2017,~~During the year ended December 31, 2021, we ~~entered a forward sale arrangement pursuant to a forward equity agreement to sell~~issued approximately ~~2.6~~9.4 million shares of our common stock ~~through~~under our ATM ~~at a price of $29.40 per share,~~ for ~~anticipated~~net proceeds of approximately ~~$75~~$251.3 million, adjusted for costs to ~~be settled in April 2018, subject~~borrow equating to ~~adjustments as provided in the forward equity agreement.~~ a net price to us of $26.68 per share of common stock.

To account for the forward equity agreement, we considered the accounting guidance governing financial instruments and derivatives and concluded that our forward equity agreement was not a liability as it did not embody obligations to repurchase our shares of common stock nor did it embody obligations to issue a variable number of shares for which the monetary value was predominately fixed, varying with something other than the fair value of the shares, or varying inversely in relation to our shares. We also evaluated whether the agreement met the derivatives and hedging guidance scope exception to be accounted for as an equity instrument and concluded that the agreement can be classified as an equity contract based on the following assessment: (i) ~~none of~~ the ~~agreements’~~agreement did not exercise contingencies were based on observable markets or indices besides those related to the market for our own stock price and operations; and (ii) none of the settlement provisions precluded the agreement from being indexed to our own common stock.

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~~HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)~~

In addition, we considered the potential dilution resulting from the forward equity ~~agreement~~agreement(s) on our earnings per common share calculations. We ~~use~~used the treasury method to determine the dilution resulting from the forward equity ~~agreement~~agreement(s) during the period of time prior to settlement. The number of weighted-average shares outstanding ~~- diluted~~ used in the computation of earnings per common share for the year ended December 31, ~~2017, includes~~2021, included the effect from the assumed issuance of ~~2.6~~9.4 million shares ~~of common stock~~issued during 2019 and 2020, respectively, pursuant to the ~~settlement~~settlement(s) of the forward equity ~~agreement~~agreement(s) at the contractual ~~price,~~price(s), less the assumed repurchase of our common ~~shares~~stock at the average market price using the ~~anticipated~~ proceeds of approximately ~~$75.0~~$251.3 million, adjusted ~~as provided~~ for incosts to borrow. For the ~~forward equity agreement. The~~year ended December 31, 2021, the impact to our weighted-average shares-diluted was approximately 916,000 weighted-average incremental shares. For the year ended December 31, 2020, 819,000 weighted-average incremental shares of our common stock were excluded from the computation of our weighted-average shares - diluted, ~~for~~as the ~~year ended December 31, 2017,~~impact was ~~17,000, weighted-average incremental shares.~~anti-dilutive.

We include unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents as “participating securities” pursuant to the two-class method. The resulting classes are our common stock and restricted stock. Our forward equity agreement is not considered a participating security and, therefore, is not included in the computation of earnings per share using the two-class method. For the years ended December 31, ~~2017, 2016~~2021, 2020 and ~~2015,~~2019, all of our earnings were distributed and the calculated earnings per share amount would be the same for all classes.

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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following is the reconciliation of the numerator and denominator used in basic and diluted earnings per share of HTA for the years ended December 31, ~~2017, 2016~~2021, 2020 and ~~2015,~~2019, respectively (in thousands, except per share data):


	Year Ended December 31,
	2021		2020		2019
Numerator:
Net income	$	99,784	$	53,508	$	30,758
Net income attributable to non-controlling interests	(1,768)		(890)		(604)
Net income attributable to common stockholders	$	98,016	$	52,618	$	30,154
Denominator:
Weighted average shares outstanding - basic	219,439		218,078		205,720
Dilutive shares - OP Units convertible into common stock	3,860		3,588		3,885
Dilutive effect of forward equity sales agreement	916		—		—
Adjusted weighted average shares outstanding - diluted	224,215		221,666		209,605
Earnings per common share - basic
Net income attributable to common stockholders	$	0.45	$	0.24	$	0.15
Earnings per common share - diluted
Net income attributable to common stockholders	$	0.44	$	0.24	$	0.14

107

Balance at
Beginning
of Period

Charged to
Expenses

Adjustments
to Valuation
Accounts
Deductions
Balance at
End of Period
2017 - Allowance for doubtful accounts $ 2,024
$ 438
$ —
$ (226 ) $ 2,236
2016 - Allowance for doubtful accounts 2,150
846
—
(972 ) 2,024
2015 - Allowance for doubtful accounts 2,017
828
—
(695 ) 2,150

~~106~~

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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

stockholders, and upon payment of the applicable termination fee, in order to enter into a definitive agreement with a third party with respect to a superior acquisition proposal.

If the Merger Agreement is terminated because (i) a party’s board changes its recommendation in favor of the transactions contemplated by the Merger Agreement, (ii) a party terminates the Merger Agreement to enter into a definitive agreement with a third party with respect to a superior acquisition proposal, or (iii) a party consummates or enters into an agreement for an alternative transaction within 12 months following termination under certain circumstances, such party must pay a termination fee to the other party; provided, further, that HR must also pay the Company a termination fee (plus reimburse the Company for its actual transaction expenses up to $5,000,000) if, on the business day immediately prior to the Outside Date, the proceeds of the asset transfer, any immediate asset transfer and the financing available to the Company pursuant to the Commitment Letter or if applicable any alternative financing are insufficient to pay the aggregate Special Distribution and any unpaid cash payment obligations of HR under the Merger Agreement (so long as such termination is not in material breach of the financing, financing cooperation and sale activity provisions of the Merger Agreement). The termination fee payable by HR to the Company in such circumstances is $163 million. The termination fee payable by the Company to HR in such circumstances is $291 million. The actual amount of each termination fee described above is subject to an escrow and adjustment mechanism for REIT compliance purposes to provide for a lesser amount if necessary to be paid to the receiving party without causing such party to fail to meet its REIT requirements for such year.

The Merger Agreement also provides that if the Company’s stockholders have approved the transactions contemplated by the Merger Agreement, but the Merger Agreement is terminated by the Company because HR’s stockholders vote against the transactions contemplated by the Merger Agreement, HR must pay the Company a fixed expense reimbursement base amount of $25,000,000, plus reimburse the Company for its actual transaction expenses up to $5,000,000. The Merger Agreement also provides that if HR’s stockholders have approved the transactions contemplated by the Merger Agreement, but the Merger Agreement is terminated by HR because the Company’s stockholders vote against the transactions contemplated by the Merger Agreement, the Company must pay HR a fixed expense reimbursement base amount of $25,000,000, plus reimburse the Company for its actual transaction expenses up to $5,000,000).

The Merger Agreement contains customary representations, warranties and covenants by each party. The Merger is subject to certain conditions which are set forth in the Merger Agreement, including the approval of both companies’ stockholders. The boards of directors of the Company and HR have unanimously approved the Merger Agreement. The Merger is expected to close mid-2022.

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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following schedule presents our total real estate investments and accumulated depreciation for our portfolio as of December 31, 2021 (in thousands):


				Initial Cost to Company				Cost Capitalized Subsequent to Acquisition (a)		Gross Amount at Which Carried at Close of Period
		Encumbrances		Land		Buildings, Improvements and Fixtures				Land		Buildings, Improvements and Fixtures		Total (c)		Accumulated Depreciation (f)		Date of Construction	Date Acquired	Life on Which Building Depreciation in Income Statement is Computed (h)
Operating Properties:
Shelby MOBs	Alabaster, AL	$	—	$	—	$	25,095	$	2,686	$	—	$	27,781	$	27,781	$	(5,390)	1995-1998	2016	36
Simon Williamson Clinic	Birmingham, AL	—		—		25,689		(156)		—		25,533		25,533		(4,489)		2007	2016	36
Jasper	Jasper, AL	—		—		5,973		325		—		6,298		6,298		(1,563)		1979	2016	25
Phoenix Med Center	Glendale, AZ	—		453		2,768		841		453		3,609		4,062		(1,311)		1989	2011	39
Thunderbird MOP	Glendale, AZ	—		3,842		19,679		2,198		3,842		21,877		25,719		(9,597)		1976-1987	2007	39
Peoria MOB	Peoria, AZ	—		605		4,394		2,248		605		6,642		7,247		(2,115)		2000	2010	39
Baptist MC	Phoenix, AZ	—		—		12,637		3,661		—		16,298		16,298		(6,113)		1973	2008	39
Desert Ridge MOB	Phoenix, AZ	—		—		27,738		2,690		—		30,428		30,428		(9,779)		2004-2006	2011	39
Dignity Phoenix MOBs	Phoenix, AZ	—		—		66,106		1,342		—		67,448		67,448		(10,483)		1984-1997	2017	20-39
Estrella Med Center	Phoenix, AZ	—		—		24,703		2,142		—		26,845		26,845		(9,240)		2004	2010	39
Sun City Boswell MOBs	Sun City, AZ	—		—		12,642		4,464		—		17,106		17,106		(6,672)		1971-2001	2009	39
Sun City Boswell West	Sun City, AZ	—		—		6,610		1,913		—		8,523		8,523		(3,354)		1992	2009	39
Sun City Webb MP	Sun City, AZ	—		—		16,188		4,021		—		20,209		20,209		(7,808)		1997-2004	2009	39
Sun City West MOBs	Sun City, AZ	—		744		13,466		4,160		744		17,626		18,370		(6,936)		1987-2002	2009	39
Gateway Med Plaza	Tucson, AZ	—		—		14,005		565		—		14,570		14,570		(4,629)		2008	2010	39
Tucson Academy MOP	Tucson, AZ	—		1,193		6,107		1,396		1,193		7,503		8,696		(3,071)		1978	2008	39
Tucson Desert Life MOP	Tucson, AZ	—		1,309		17,572		6,466		1,309		24,038		25,347		(10,468)		1980 -1984	2007	39
Bakersfield Medical Office Building	Bakersfield, CA	—		—		—		28,695		—		28,695		28,695		(293)		2021	2020	39
Dignity Mercy MOBs	Bakersfield, CA	—		—		15,207		(240)		—		14,967		14,967		(2,144)		1992	2017	35
5995 Plaza Drive	Cypress, CA	—		5,109		17,961		2,703		5,109		20,664		25,773		(7,860)		1986	2008	39
Dignity Glendale MOB	Glendale, CA	—		—		7,244		257		—		7,501		7,501		(1,530)		1980	2017	30
3rd Street MOB	Los Angeles, CA	—		10,603		63,419		2,070		10,603		65,489		76,092		(5,750)		1990	2019	39
Mission Medical Center MOBs	Mission Viejo, CA	—		21,911		117,672		7,416		21,911		125,088		146,999		(18,184)		1972-1985	2016	39
Dignity Northridge MOBs	Northridge, CA	—		—		21,467		1,250		—		22,717		22,717		(3,657)		1979-1994	2017	30-35
San Luis Obispo MOB	San Luis Obispo, CA	—		—		11,900		985		—		12,885		12,885		(4,169)		2009	2010	39
Facey MOB	Santa Clarita, CA	—		6,452		5,586		19,641		6,452		25,227		31,679		(3,447)		2018	2017	39
Dignity Marian MOBs	Santa Maria, CA	—		—		13,646		726		—		14,372		14,372		(2,940)		1994-1995	2017	17-38
Premier Health Plaza	Colorado Springs, CO	—		1,672		10,954		113		1,668		11,071		12,739		(307)		2001	2021	39
Rampart MOB	Denver, CO	—		3,794		13,077		434		3,794		13,511		17,305		(1,017)		1983-1995	2019	39
SCL Health MOBs	Denver, CO	—		11,652		104,327		10,372		11,652		114,699		126,351		(14,592)		2015-2017	2017	39
Hampden Place MOB	Englewood, CO	—		3,032		12,553		475		3,032		13,028		16,060		(4,095)		2004	2009	39
Highlands Ranch MOP	Highlands Ranch, CO	—		2,240		10,426		8,385		2,240		18,811		21,051		(8,692)		1983-1985	2007	39
Lone Tree Medical Office Buildings	Lone Tree, CO	—		3,736		29,546		2,313		3,736		31,859		35,595		(7,115)		2004-2008	2014	38
Lincoln Medical Center	Parker, CO	—		5,142		28,638		1,682		5,142		30,320		35,462		(7,894)		2008	2013	39

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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION

~~The following schedule presents our total real estate investments and accumulated depreciation for our operating properties as of December 31, 2017 (in thousands):~~


				Initial Cost to Company				Cost Capitalized Subsequent to Acquisition (a)		Gross Amount at Which Carried at Close of Period
		Encumbrances		Land		Buildings, Improvements and Fixtures				Land		Buildings, Improvements and Fixtures		Total (c)		Accumulated Depreciation (f)		Date of Construction	Date Acquired	Life on Which Building Depreciation in Income Statement is Computed (h)
80 Fisher	Avon, CT	$	—	$	—	$	5,094	$	1	$	—	$	5,095	$	5,095	$	(1,414)	2008	2016	39
533 Cottage - Northwestern	Bloomfield, CT	—		726		3,964		(527)		726		3,437		4,163		(749)		1955	2016	35
Northwestern MOBs	Bloomfield, CT	—		1,369		6,287		732		1,369		7,019		8,388		(1,865)		1985	2016	35
406 Farmington	Farmington, CT	—		379		3,509		3		379		3,512		3,891		(692)		1988	2016	39
704 Hebron	Glastonbury, CT	—		2,223		6,544		20		2,223		6,564		8,787		(1,575)		2001	2016	37
Gateway MOBs	Glastonbury, CT	—		11,328		41,320		10,291		13,448		49,491		62,939		(10,190)		2007-2017	2016-2017	39
Hamden MOB	Hamden, CT	—		4,925		36,835		69		4,925		36,904		41,829		(2,356)		1970-1972	2019	39
Haynes MOBs	Manchester, CT	—		1,100		14,620		6		1,100		14,626		15,726		(2,681)		2007-2010	2016	39
Pomeroy MOBs	Meriden, CT	—		1,774		10,078		(48)		1,774		10,030		11,804		(2,412)		2009-2011	2016	39
Saybrook MOBs	Middleton, CT	—		—		10,314		887		—		11,201		11,201		(2,711)		1989	2016	28
Yale Long Wharf	New Haven, CT	—		9,367		58,691		7,707		7,791		67,974		75,765		(17,824)		1977	2016	30
Devine MOBs	North Haven, CT	—		3,606		27,278		1,708		3,606		28,986		32,592		(5,301)		2006-2017	2016-2017	35
Evergreen MOBs	South Windsor, CT	—		5,565		25,839		(81)		5,833		25,490		31,323		(4,845)		2006-2011	2016	39
Westport Center	Westport, CT	—		3,311		13,296		843		3,311		14,139		17,450		(1,364)		1985	2019	39
Day Hill MOBs	Windsor, CT	—		3,980		7,055		34		3,980		7,089		11,069		(2,166)		1990-1999	2016	30
Clint Moore Medical Facility	Boca Raton, FL	—		20,051		27,157		64		20,072		27,200		47,272		(384)		1996	2021	39
Riverside MOB	Bradenton, FL	—		2,230		7,689		354		2,230		8,043		10,273		(1,886)		1980	2016	25
Brandon MOP	Brandon, FL	—		901		6,946		867		901		7,813		8,714		(2,807)		1997	2008	39
McMullen MOB	Clearwater, FL	—		3,470		12,621		(613)		3,470		12,008		15,478		(2,907)		2009	2014	39
Orlando Rehab Hospital	Edgewood, FL	—		2,600		20,256		3,000		2,600		23,256		25,856		(8,425)		2007	2010	39
Palmetto MOB	Hialeah, FL	—		—		15,512		5,487		—		20,999		20,999		(7,775)		1980	2013	39
Palmetto II	Hialeah, FL	—		—		51,480		75		—		51,555		51,555		(1,673)		1992	2020	39
East FL Senior Jacksonville	Jacksonville, FL	—		4,291		9,220		(736)		4,291		8,484		12,775		(3,647)		1985	2007	39
King Street MOB	Jacksonville, FL	—		—		7,232		86		—		7,318		7,318		(2,445)		2007	2010	39
Jupiter MP	Jupiter, FL	—		1,204		11,778		1,283		1,204		13,061		14,265		(3,336)		1996-1997	2013	39
Central FL SC	Lakeland, FL	—		768		3,002		511		768		3,513		4,281		(1,549)		1995	2008	39
Vista Pro Center MOP	Lakeland, FL	—		1,082		3,587		569		1,082		4,156		5,238		(1,582)		1996-1999	2007-2008	39
Largo Medical Center	Largo, FL	—		—		51,045		660		—		51,705		51,705		(11,897)		2009	2013	39
Largo MOP	Largo, FL	—		729		8,908		1,496		729		10,404		11,133		(4,234)		1975-1986	2008	39
FL Family Medical Center	Lauderdale Lakes, FL	—		—		4,257		1,271		—		5,528		5,528		(2,519)		1978	2013	39
Northwest Medical Park	Margate, FL	—		—		9,525		(297)		5		9,223		9,228		(2,138)		2009	2013	39
Coral Reef	Miami, FL	—		1,160		—		18,454		1,160		18,454		19,614		(343)		2021	2017	39
North Shore MOB	Miami, FL	—		—		4,942		1,592		—		6,534		6,534		(2,889)		1978	2013	39
Sunset Professional and Kendall MOBs	Miami, FL	—		11,855		13,633		6,679		11,855		20,312		32,167		(7,506)		1954-2006	2014	27
Commons V MOB	Naples, FL	—		4,173		9,070		2,788		4,173		11,858		16,031		(4,642)		1990	2007	39
Orlando Lake Underhill MOB	Orlando, FL	—		—		8,515		428		—		8,943		8,943		(2,837)		2000	2010	39
Florida Hospital MOBs	Orlando, Sebring and Tampa, FL	—		—		151,647		3,185		—		154,832		154,832		(21,818)		2006-2012	2017	39
Orlando Oviedo MOB	Oviedo, FL	—		—		5,711		926		—		6,637		6,637		(2,364)		1998	2010	39
Heart & Family Health MOB	Port St. Lucie, FL	—		686		8,102		15		686		8,117		8,803		(2,248)		2008	2013	39
St. Lucie MC	Port St. Lucie, FL	—		—		6,127		(41)		—		6,086		6,086		(1,473)		2008	2013	39
East FL Senior Sunrise	Sunrise, FL	—		2,947		12,825		(1,006)		2,947		11,819		14,766		(4,641)		1989	2007	39
Tallahassee Rehab Hospital	Tallahassee, FL	—		7,142		18,691		2,400		7,142		21,091		28,233		(7,903)		2007	2010	39
Optimal MOBs	Tampa, FL	—		4,002		69,824		552		4,002		70,376		74,378		(10,921)		2005-2015	2017	39
Tampa Medical Village MOB	Tampa, FL	—		3,627		14,806		1,295		3,627		16,101		19,728		(2,906)		2003	2017	35

110

Initial Cost to Company
Cost
Capitalized
Subsequent
to
Acquisition (a)

Gross Amount at Which
Carried at Close of Period

Encumbrances Land
Buildings,
Improvements and
Fixtures
Land
Buildings,
Improvements and
Fixtures
Total (c)
Accumulated
Depreciation (f)
Date of Construction
Date
Acquired
Life on Which Building Depreciation in Income Statement is Computed (h)
Shelby MOBs Alabaster, AL $ —
$ —
$ 25,095
$ 703
$ —
$ 25,798
$ 25,798
$ (1,329 ) 1995-1998 2016 36
Simon Williamson Clinic Birmingham, AL —
—
25,689
4
—
25,693
25,693
(1,278 ) 2007 2016 36
Jasper Jasper, AL —
—
5,973
74
—
6,047
6,047
(450 ) 1979 2016 25
Phoenix Med Center Glendale, AZ —
453
2,768
553
453
3,321
3,774
(1,024 ) 1989 2011 39
Thunderbird MOP Glendale, AZ —
3,842
19,679
4,025
3,842
23,704
27,546
(9,204 ) 1976-1987 2007 39
Peoria MOB Peoria, AZ —
605
4,394
674
605
5,068
5,673
(1,543 ) 2000 2010 39
Baptist MC Phoenix, AZ —
—
12,637
2,135
—
14,772
14,772
(4,151 ) 1973 2008 39
Desert Ridge MOB Phoenix, AZ —
—
27,738
3,208
—
30,946
30,946
(6,170 ) 2004-2006 2011 39
Dignity Phoenix MOBs Phoenix, AZ —
—
66,106
434
—
66,540
66,540
(1,803 ) 1984-1997 2017 20-39
Estrella Med Center Phoenix, AZ —
—
24,703
2,929
—
27,632
27,632
(6,729 ) 2004 2010 39
Sun City Boswell MOBs Sun City, AZ —
—
12,775
2,906
—
15,681
15,681
(5,508 ) 1971-2001 2009 39
Sun City Boswell West Sun City, AZ —
—
6,610
2,379
—
8,989
8,989
(2,862 ) 1992 2009 39
Sun City Webb MP Sun City, AZ —
—
16,188
2,516
—
18,704
18,704
(5,475 ) 1997-2004 2009 39
Sun City West MOBs Sun City, AZ —
744
13,466
2,507
744
15,973
16,717
(5,248 ) 1987-2002 2009 39
Gateway Med Plaza Tucson, AZ —
—
14,005
37
—
14,042
14,042
(3,112 ) 2008 2010 39
Tucson Academy MOP Tucson, AZ —
1,193
6,107
1,423
1,193
7,530
8,723
(2,850 ) 1978 2008 39
Tucson Desert Life MOP Tucson, AZ —
1,309
17,572
4,409
1,309
21,981
23,290
(7,002 ) 1980-1984 2007 39
Dignity Mercy MOBs Bakersfield, CA —
—
15,207
7
—
15,214
15,214
(419 ) 1992 2017 35
5995 Plaza Drive Cypress, CA —
5,109
17,961
336
5,109
18,297
23,406
(5,310 ) 1986 2008 39
Dignity Glendale MOB Glendale, CA —
—
7,244
81
—
7,325
7,325
(216 ) 1980 2017 30
Mission Medical Center MOBs Mission Viejo, CA —
21,911
117,672
3
21,911
117,675
139,586
(4,907 ) 1972-1985 2016 39
Dignity Northridge MOBs Northridge, CA —
—
21,467
165
—
21,632
21,632
(598 ) 1979-1994 2017 30-35
San Luis Obispo MOB San Luis Obispo, CA —
—
11,900
2,636
—
14,536
14,536
(4,036 ) 2009 2010 39
Facey MOB Santa Clarita, CA —
6,452
5,586
(5,515 ) 6,452
71
6,523
—
2018 2017 39
Dignity Marian MOBs Santa Maria, CA —
—
13,646
14
—
13,660
13,660
(467 ) 1994-1995 2017 17-38
SCL Health MOBs Denver, CO —
11,652
104,327
2,110
11,652
106,437
118,089
(1,856 ) 2015-2017 2017 39
Hampden Place MOB Englewood, CO —
3,032
12,553
239
3,032
12,792
15,824
(3,585 ) 2004 2009 39
Highlands Ranch MOP Highlands Ranch, CO —
2,240
10,426
3,603
2,240
14,029
16,269
(5,078 ) 1983-1985 2007 39
Lone Tree Medical Office Buildings Lone Tree, CO —
3,736
29,546
1,188
3,736
30,734
34,470
(3,326 ) 2004-2008 2014 38
Lincoln Medical Center Parker, CO —
5,142
28,638
845
5,142
29,483
34,625
(4,378 ) 2008 2013 39
80 Fisher Avon, CT —
—
5,094
—
—
5,094
5,094
(443 ) 2008 2016 39
Northwestern MOBs Bloomfield, CT —
1,369
6,287
553
1,369
6,840
8,209
(571 ) 1985 2016 35
533 Cottage - Northwestern Bloomfield, CT —
726
3,964
(530 ) 726
3,434
4,160
(244 ) 1955 2016 35
406 Farmington Farmington, CT —
379
3,509
—
379
3,509
3,888
(210 ) 1988 2016 39
704 Hebron Glastonbury, CT —
2,223
6,544
—
2,223
6,544
8,767
(499 ) 2001 2016 37
Gateway MOBs Glastonbury, CT —
10,896
41,320
2,565
13,016
41,765
54,781
(2,966 ) 2007-2017 2016-2017 39
Haynes MOBs Manchester, CT 7,389
1,100
14,620
—
1,100
14,620
15,720
(859 ) 2007-2010 2016 39
Pomeroy MOBs Meriden, CT —
1,774
10,078
(1 ) 1,774
10,077
11,851
(758 ) 2009-2011 2016 39
Saybrook MOBs Middletown, CT —
—
10,314
220
—
10,534
10,534
(836 ) 1989 2016 28
Yale Long Wharf New Haven, CT —
9,367
58,691
3,232
9,367
61,923
71,290
(5,076 ) 1977 2016 30
Devine MOBs North Haven, CT —
3,606
27,278
(338 ) 3,606
26,940
30,546
(1,515 ) 2006-2017 2016-2017 35

~~107~~

Table of Contents

HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION — (Continued)


				Initial Cost to Company				Cost Capitalized Subsequent to Acquisition (a)		Gross Amount at Which Carried at Close of Period
		Encumbrances		Land		Buildings, Improvements and Fixtures				Land		Buildings, Improvements and Fixtures		Total (c)		Accumulated Depreciation (f)		Date of Construction	Date Acquired	Life on Which Building Depreciation in Income Statement is Computed (h)
VA MOBs	Tampa, FL	$	—	$	17,802	$	80,154	$	732	$	17,802	$	80,886	$	98,688	$	(11,226)	2013	2017	39
FL Ortho Institute	Temple Terrace, FL	—		2,923		17,647		(1)		2,923		17,646		20,569		(6,021)		2001-2003	2010	39
Wellington MAP III	Wellington, FL	—		—		10,511		31		—		10,542		10,542		(3,288)		2006	2010	39
Victor Farris MOB	West Palm Beach, FL	—		—		23,052		11,965		—		35,017		35,017		(9,022)		1988	2013	39
East FL Senior Winter Park	Winter Park, FL	—		2,840		12,825		(1,023)		2,840		11,802		14,642		(4,872)		1988	2007	39
Camp Creek Med Center	Atlanta, GA	—		2,961		19,688		1,371		2,961		21,059		24,020		(7,593)		2006 - 2010	2010-2012	39
Camp Creek MOB	Atlanta, GA	—		328		12,539		—		328		12,539		12,867		(875)		2018	2019	39
North Atlanta MOBs	Atlanta, GA	—		—		41,836		1,621		—		43,457		43,457		(6,249)		2011-2012	2017	39
Paces Pavilion	Atlanta, GA	—		3,670		16,328		27		3,670		16,355		20,025		—		1996	2021	39
Augusta Rehab Hospital	Augusta, GA	—		1,059		20,899		—		1,059		20,899		21,958		(6,779)		2007	2010	39
Austell Medical Park	Austell, GA	—		432		4,057		(160)		432		3,897		4,329		(1,113)		2007	2013	39
Harbin Clinic MOBs	Cedartown, Rome and Summerville, GA	—		7,097		112,155		(11,230)		7,097		100,925		108,022		(17,790)		1960-2010	2017	30-39
Decatur MP	Decatur, GA	—		3,166		6,862		1,303		3,166		8,165		11,331		(2,954)		1976	2008	39
Yorktown MC	Fayetteville, GA	—		2,802		12,502		3,967		2,802		16,469		19,271		(6,766)		1987	2007	39
Gwinett MOP	Lawrenceville, GA	—		1,290		7,246		4,525		1,290		11,771		13,061		(5,467)		1985	2007	39
Marietta Health Park	Marietta, GA	—		1,276		12,197		3,198		1,276		15,395		16,671		(5,436)		2000	2008	39
WellStar Tower MOB	Marietta, GA	—		748		13,528		321		748		13,849		14,597		(2,962)		2007	2015	39
Shakerag MC	Peachtree City, GA	—		743		3,290		1,130		743		4,420		5,163		(2,307)		1994	2007	39
Overlook at Eagle's Landing	Stockbridge, GA	—		638		6,685		581		638		7,266		7,904		(2,653)		2004	2010	39
SouthCrest MOP	Stockbridge, GA	—		4,260		14,636		2,257		4,260		16,893		21,153		(7,061)		2005	2008	39
Cherokee Medical Center	Woodstock, GA	—		—		16,558		990		—		17,548		17,548		(4,262)		2001	2015	35
Honolulu MOB	Honolulu, HI	—		—		27,336		3,132		—		30,468		30,468		(6,595)		1997	2014	35
Kapolei Medical Park	Kapolei, HI	—		—		16,253		643		—		16,896		16,896		(4,237)		1999	2014	35
North Curtis Road	Boise, ID	—		382		5,995		12		382		6,007		6,389		(462)		1983	2020	39
Eagle Road MOB	Meridian, ID	—		666		9,636		(146)		666		9,490		10,156		(1,004)		2000	2019	39
Chicago MOBs	Chicago, IL	—		7,723		129,520		1,151		7,723		130,671		138,394		(16,824)		2006-2017	2017	38-39
Streeterville Center MOB	Chicago, IL	—		4,223		35,008		139		4,223		35,147		39,370		(2,554)		1968	2019	39
Rush Oak Park MOB	Oak Park, IL	—		1,096		38,550		(2,667)		1,096		35,883		36,979		(8,975)		2000	2012	38
Brownsburg MOB	Brownsburg, IN	—		431		639		641		431		1,280		1,711		(531)		1989	2008	39
Athens SC	Crawfordsville, IN	—		381		3,575		417		381		3,992		4,373		(1,670)		2000	2007	39
Crawfordsville MOB	Crawfordsville, IN	—		318		1,899		260		318		2,159		2,477		(907)		1997	2007	39
Deaconess Clinic Downtown	Evansville, IN	—		1,748		21,963		77		1,748		22,040		23,788		(8,675)		1952-1967	2010	39
Deaconess Clinic Westside	Evansville, IN	—		360		3,265		356		360		3,621		3,981		(1,413)		2005	2010	39
Dupont MOB	Fort Wayne, IN	—		—		8,246		1,412		—		9,658		9,658		(2,209)		2004	2013	39
Ft. Wayne MOB	Ft. Wayne, IN	—		—		6,579		(243)		—		6,336		6,336		(1,940)		2008	2009	39
Community MP	Indianapolis, IN	—		560		3,581		821		560		4,402		4,962		(1,719)		1995	2008	39
Eagle Highlands MOP	Indianapolis, IN	—		2,216		11,154		8,269		2,216		19,423		21,639		(10,226)		1988-1989	2008	39
Epler Parke MOP	Indianapolis, IN	—		1,556		6,928		2,095		1,556		9,023		10,579		(3,807)		2002-2003	2007-2008	39
Glendale Professional Plaza	Indianapolis, IN	—		570		2,739		1,697		570		4,436		5,006		(2,332)		1993	2008	39

111

Initial Cost to Company
Cost
Capitalized
Subsequent
to
Acquisition (a)

Gross Amount at Which
Carried at Close of Period

Encumbrances Land
Buildings,
Improvements and
Fixtures
Land
Buildings,
Improvements and
Fixtures
Total (c)
Accumulated
Depreciation (f)
Date of Construction
Date
Acquired
Life on Which Building Depreciation in Income Statement is Computed (h)
Evergreen MOBs South Windsor, CT $ 11,698
$ 5,565
$ 25,839
$ (4 ) $ 5,565
$ 25,835
$ 31,400
$ (1,675 ) 2006-2011 2016 39
Day Hill MOBs Windsor, CT —
3,980
7,055
95
3,980
7,150
11,130
(775 ) 1990-1999 2016 30
Riverside MOB Bradenton, FL —
2,230
7,689
93
2,230
7,782
10,012
(551 ) 1980 2016 25
Brandon MOP Brandon, FL —
901
6,946
556
901
7,502
8,403
(2,465 ) 1997 2008 39
McMullen MOB Clearwater, FL —
3,470
12,621
17
3,470
12,638
16,108
(1,659 ) 2009 2014 39
Orlando Rehab Hospital Edgewood, FL —
2,600
20,256
3,000
2,600
23,256
25,856
(5,055 ) 2007 2010 39
Palmetto MOB Hialeah, FL —
—
15,512
2,047
—
17,559
17,559
(3,709 ) 1980 2013 39
East FL Senior Jacksonville Jacksonville, FL —
4,291
9,220
(1 ) 4,291
9,219
13,510
(3,600 ) 1985 2007 39
King Street MOB Jacksonville, FL —
—
7,232
99
—
7,331
7,331
(1,879 ) 2007 2010 39
Jupiter MP Jupiter, FL —
1,204
11,778
574
1,204
12,352
13,556
(1,791 ) 1996-1997 2013 39
Central FL SC Lakeland, FL —
768
3,002
335
768
3,337
4,105
(1,033 ) 1995 2008 39
Vista Pro Center MOP Lakeland, FL —
1,082
3,587
780
1,082
4,367
5,449
(1,449 ) 1996-1999 2007-2008 39
Largo Medical Center Largo, FL 27,901
—
51,045
573
—
51,618
51,618
(6,162 ) 2009 2013 39
Largo MOP Largo, FL —
729
8,908
2,107
729
11,015
11,744
(3,218 ) 1975-1986 2008 39
FL Family Medical Center Lauderdale Lakes, FL —
—
4,257
817
—
5,074
5,074
(1,304 ) 1978 2013 39
Northwest Medical Park Margate, FL —
—
9,525
144
5
9,664
9,669
(1,430 ) 2009 2013 39
Coral Reef Miami, FL —
5,144
—
—
5,144
—
5,144
—
2017 2017 N/A
North Shore MOB Miami, FL —
—
4,942
717
—
5,659
5,659
(1,533 ) 1978 2013 39
Sunset Professional and Kendall MOBs Miami, FL —
11,855
13,633
3,802
11,855
17,435
29,290
(3,217 ) 1954-2006 2014 27
Common V MOB Naples, FL —
4,173
9,070
1,016
4,173
10,086
14,259
(3,034 ) 1990 2007 39
Florida Hospital MOBs Orlando, Sebring and Tampa, FL —
—
151,647
1,976
—
153,623
153,623
(2,873 ) 2006-2012 2017 39
Orlando Lake Underhill MOB Orlando, FL —
—
8,515
1,150
—
9,665
9,665
(2,462 ) 2000 2010 39
Orlando Oviedo MOB Oviedo, FL —
—
5,711
647
—
6,358
6,358
(1,428 ) 1998 2010 39
Heart & Family Health MOB Port St. Lucie, FL —
686
8,102
15
686
8,117
8,803
(1,131 ) 2008 2013 39
St. Lucie MC Port St. Lucie, FL —
—
6,127
8
—
6,135
6,135
(927 ) 2008 2013 39
East FL Senior Sunrise Sunrise, FL —
2,947
12,825
—
2,947
12,825
15,772
(4,488 ) 1989 2007 39
Tallahassee Rehab Hospital Tallahassee, FL —
7,142
18,691
2,400
7,142
21,091
28,233
(4,876 ) 2007 2010 39
Optimal MOBs Tampa, FL —
4,002
67,288
(4 ) 4,002
67,284
71,286
(1,146 ) 2005-2015 2017 39
Tampa Medical Village MOB Tampa, FL —
3,627
14,806
(8 ) 3,627
14,798
18,425
(420 ) 2003 2017 35
VA MOBs Tampa, FL —
17,802
80,154
(208 ) 17,802
79,946
97,748
(1,214 ) 2013 2017 39
FL Ortho Institute Temple Terrace, FL —
2,923
17,647
(1 ) 2,923
17,646
20,569
(3,929 ) 2001-2003 2010 39
Wellington MAP III Wellington, FL —
—
10,511
68
—
10,579
10,579
(2,180 ) 2006 2010 39
Victor Farris MOB West Palm Beach, FL —
—
23,052
1,560
—
24,612
24,612
(4,273 ) 1988 2013 39
East FL Senior Winter Park Winter Park, FL —
2,840
12,825
—
2,840
12,825
15,665
(4,775 ) 1988 2007 39
Camp Creek Med Center Atlanta, GA —
2,961
19,688
312
2,961
20,000
22,961
(5,470 ) 2006-2010 2010-2012 39
North Atlanta MOBs Atlanta, GA —
—
41,836
626
—
42,462
42,462
(780 ) 2011-2012 2017 39
Augusta Rehab Hospital Augusta, GA —
1,059
20,899
—
1,059
20,899
21,958
(4,387 ) 2007 2010 39
Austell Medical Park Austell, GA —
432
4,057
45
432
4,102
4,534
(751 ) 2007 2013 39
Harbin Clinic MOBs Cedartown, Rome and Summerville, GA —
7,097
112,155
1
7,097
112,156
119,253
(2,234 ) 1960-2010 2017 30-39
Decatur MP Decatur, GA —
3,166
6,862
895
3,166
7,757
10,923
(2,374 ) 1976 2008 39
Yorktown MC Fayetteville, GA —
2,802
12,502
3,207
2,802
15,709
18,511
(5,940 ) 1987 2007 39
Gwinett MOP Lawrenceville, GA —
1,290
7,246
2,566
1,290
9,812
11,102
(3,265 ) 1985 2007 39
Marietta Health Park Marietta, GA —
1,276
12,197
1,191
1,276
13,388
14,664
(4,212 ) 2000 2008 39

~~108~~

Table of Contents

HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION — (Continued)


				Initial Cost to Company				Cost Capitalized Subsequent to Acquisition (a)		Gross Amount at Which Carried at Close of Period
		Encumbrances		Land		Buildings, Improvements and Fixtures				Land		Buildings, Improvements and Fixtures		Total (c)		Accumulated Depreciation (f)		Date of Construction	Date Acquired	Life on Which Building Depreciation in Income Statement is Computed (h)
MMP Eagle Highlands	Indianapolis, IN	$	—	$	1,044	$	13,548	$	3,914	$	1,044	$	17,462	$	18,506	$	(6,969)	1993	2008	39
MMP East	Indianapolis, IN	—		1,236		9,840		3,374		1,236		13,214		14,450		(6,364)		1996	2008	39
MMP North	Indianapolis, IN	—		1,518		15,460		6,210		1,427		21,761		23,188		(9,521)		1995	2008	39
MMP South	Indianapolis, IN	—		1,127		10,414		2,333		1,127		12,747		13,874		(5,430)		1994	2008	39
Southpointe MOP	Indianapolis, IN	—		2,190		7,548		1,529		2,190		9,077		11,267		(4,016)		1996	2007	39
St. Vincent MOB	Indianapolis, IN	—		2,964		23,352		49		2,964		23,401		26,365		(3,773)		2007	2017	35
Kokomo MOP	Kokomo, IN	—		1,779		9,614		2,450		1,779		12,064		13,843		(5,260)		1992-1994	2007	39
Deaconess Clinic Gateway	Newburgh, IN	—		—		10,952		26		—		10,978		10,978		(3,844)		2006	2010	39
Community Health Pavilion	Noblesville, IN	—		5,560		28,988		1,658		5,560		30,646		36,206		(8,124)		2009	2015	39
Zionsville MC	Zionsville, IN	—		655		2,877		1,152		664		4,020		4,684		(1,825)		1992	2008	39
Nashoba Valley Med Center MOB	Ayer, MA	—		—		5,529		313		299		5,543		5,842		(1,888)		1976-2007	2012	31
670 Albany	Boston, MA	—		—		104,365		(1,795)		—		102,570		102,570		(17,428)		2005	2015	39
Tufts Medical Center	Boston, MA	—		32,514		109,180		9,778		32,514		118,958		151,472		(32,158)		1924-2015	2014	35
St. Elizabeth's Med Center	Brighton, MA	—		—		20,929		3,627		1,379		23,177		24,556		(7,529)		1965-2013	2012	31
Good Samaritan MOBs	Brockton , MA	—		—		15,887		2,127		144		17,870		18,014		(5,477)		1980-2007	2012	31
Pearl Street MOBs	Brockton, MA	—		4,714		18,193		1,465		4,714		19,658		24,372		(4,266)		1966-2004	2016	39
Carney Hospital MOB	Dorchester, MA	—		—		7,250		813		530		7,533		8,063		(2,450)		1978	2012	31
St. Anne's Hospital MOB	Fall River, MA	—		—		9,304		130		40		9,394		9,434		(2,381)		2011	2012	31
Norwood Hospital MOB	Foxborough, MA	—		—		9,489		536		2,295		7,730		10,025		(2,751)		1930-2000	2012	31
Holy Family Hospital MOB	Methuen, MA	—		—		4,502		304		168		4,638		4,806		(1,872)		1988	2012	31
Morton Hospital MOB	Taunton, MA	—		—		15,317		1,910		502		16,725		17,227		(8,222)		1988	2012	31
Stetson MOB	Weymouth, MA	—		3,362		15,555		3,681		3,362		19,236		22,598		(6,409)		1900-1986	2015	20
Johnston Professional Building	Baltimore, MD	—		—		21,481		423		—		21,904		21,904		(5,208)		1993	2014	35
Triad Tech Center	Baltimore, MD	—		—		26,548		25		—		26,573		26,573		(8,499)		1989	2010	39
St. John Providence MOB	Novi, MI	—		—		42,371		(195)		—		42,176		42,176		(12,659)		2007	2012	39
Fort Road MOB	St. Paul, MN	—		1,571		5,786		1,468		1,571		7,254		8,825		(3,319)		1981	2008	39
Chesterfield Rehab Hospital	Chesterfield, MO	—		4,213		27,898		774		4,313		28,574		32,887		(11,410)		2007	2007	39
BJC West County MOB	Creve Coeur, MO	—		2,242		13,130		994		2,242		14,124		16,366		(5,494)		1978	2008	39
Winghaven MOB	O'Fallon, MO	—		1,455		9,708		1,645		1,455		11,353		12,808		(4,479)		2001	2008	39
BJC MOB	St. Louis, MO	—		304		1,554		(891)		304		663		967		(512)		2001	2008	39
Des Peres MAP II	St. Louis, MO	—		—		11,386		36		—		11,422		11,422		(3,793)		2007	2010	39
Baptist Memorial MOB	Oxford, MS	—		—		26,263		7,570		—		33,833		33,833		(3,759)		2017	2017	39
Medical Park of Cary	Cary, NC	—		2,931		20,305		38,308		2,931		58,613		61,544		(9,072)		1994	2010	39
Rex Cary MOB	Cary, NC	—		1,449		18,226		472		1,449		18,698		20,147		(3,696)		2002	2015	39
Tryon Office Center	Cary, NC	—		2,200		14,956		1,053		2,200		16,009		18,209		(3,659)		2002-2006	2015	39
Carolinas Health MOB	Charlotte, NC	—		—		75,198		(1,072)		—		74,126		74,126		(8,851)		2006	2017	39
Davidson MOB	Davidson , NC	—		1,188		8,556		98		1,188		8,654		9,842		(685)		2001	2019	39
Duke Fertility Center	Durham, NC	—		596		3,882		(106)		596		3,776		4,372		(569)		2006	2016	39
Duke Medical Plaza	Durham, NC	—		1,093		11,836		1,521		1,093		13,357		14,450		(261)		1988	2021	39
Hock Plaza II	Durham, NC	—		680		27,044		643		680		27,687		28,367		(4,569)		2006	2016	36

112

Initial Cost to Company
Cost
Capitalized
Subsequent
to
Acquisition (a)

Gross Amount at Which
Carried at Close of Period

Encumbrances Land
Buildings,
Improvements and
Fixtures
Land
Buildings,
Improvements and
Fixtures
Total (c)
Accumulated
Depreciation (f)
Date of Construction
Date
Acquired
Life on Which Building Depreciation in Income Statement is Computed (h)
WellStar Tower MOB Marietta, GA $ —
$ 748
$ 13,528
$ 96
$ 748
$ 13,624
$ 14,372
$ (1,190 ) 2007 2015 39
Shakerag MC Peachtree City, GA —
743
3,290
1,291
743
4,581
5,324
(1,844 ) 1994 2007 39
Overlook at Eagle’s Landing Stockbridge, GA —
638
6,685
694
638
7,379
8,017
(1,809 ) 2004 2010 39
SouthCrest MOP Stockbridge, GA —
4,260
14,636
1,815
4,260
16,451
20,711
(5,392 ) 2005 2008 39
Cherokee Medical Center Woodstock, GA —
—
16,558
206
—
16,764
16,764
(1,564 ) 2001 2015 35
Honolulu MOB Honolulu, HI —
—
27,336
844
—
28,180
28,180
(3,080 ) 1997 2014 35
Kapolei Medical Park Kapolei, HI —
—
16,253
(211 ) —
16,042
16,042
(1,969 ) 1999 2014 35
Chicago MOBs Chicago, IL 52,200
7,723
129,520
112
7,723
129,632
137,355
(1,988 ) 2006-2017 2017 38-39
Rush Oak Park MOB Oak Park, IL —
1,096
38,550
—
1,096
38,550
39,646
(7,157 ) 2000 2012 38
Brownsburg MOB Brownsburg, IN —
431
639
245
431
884
1,315
(470 ) 1989 2008 39
Athens SC Crawfordsville, IN —
381
3,575
296
381
3,871
4,252
(1,405 ) 2000 2007 39
Crawfordsville MOB Crawfordsville, IN —
318
1,899
174
318
2,073
2,391
(740 ) 1997 2007 39
Deaconess Clinic Downtown Evansville, IN —
1,748
21,963
60
1,748
22,023
23,771
(5,913 ) 1952-1967 2010 39
Deaconess Clinic Westside Evansville, IN —
360
3,265
356
360
3,621
3,981
(945 ) 2005 2010 39
Dupont MOB Fort Wayne, IN —
—
8,246
27
—
8,273
8,273
(1,292 ) 2004 2013 39
Ft. Wayne MOB Fort Wayne, IN —
—
6,579
—
—
6,579
6,579
(1,526 ) 2008 2009 39
Community MP Indianapolis, IN —
560
3,581
302
560
3,883
4,443
(1,362 ) 1995 2008 39
Eagle Highlands MOP Indianapolis, IN —
2,216
11,154
8,212
2,216
19,366
21,582
(6,429 ) 1988-1989 2008 39
Epler Parke MOP Indianapolis, IN —
1,556
6,928
1,208
1,556
8,136
9,692
(3,010 ) 2002-2003 2007-2008 39
Glendale Professional Plaza Indianapolis, IN —
570
2,739
1,603
570
4,342
4,912
(1,740 ) 1993 2008 39
MMP Eagle Highlands Indianapolis, IN —
1,044
13,548
2,626
1,044
16,174
17,218
(5,782 ) 1993 2008 39
MMP East Indianapolis, IN —
1,236
9,840
4,033
1,236
13,873
15,109
(5,569 ) 1996 2008 39
MMP North Indianapolis, IN —
1,518
15,460
4,326
1,427
19,877
21,304
(6,758 ) 1995 2008 39
MMP South Indianapolis, IN —
1,127
10,414
1,831
1,127
12,245
13,372
(4,420 ) 1994 2008 39
Southpointe MOP Indianapolis, IN —
2,190
7,548
2,674
2,190
10,222
12,412
(3,653 ) 1996 2007 39
St. Vincent MOB Indianapolis, IN 18,300
2,964
23,352
—
2,964
23,352
26,316
(496 ) 2007 2017 35
Kokomo MOP Kokomo, IN —
1,779
9,614
2,322
1,779
11,936
13,715
(3,831 ) 1992-1994 2007 39
Deaconess Clinic Gateway Newburgh, IN —
—
10,952
26
—
10,978
10,978
(2,590 ) 2006 2010 39
Community Health Pavilion Noblesville, IN —
5,560
28,988
955
5,560
29,943
35,503
(3,075 ) 2009 2015 39
Zionsville MC Zionsville, IN —
655
2,877
981
664
3,849
4,513
(1,384 ) 1992 2008 39
KS Doctors MOB Overland Park, KS —
1,808
9,517
1,886
1,808
11,403
13,211
(3,800 ) 1978 2008 39
Nashoba Valley Med Center MOB Ayer, MA —
—
5,529
304
299
5,534
5,833
(1,116 ) 1976-2007 2012 31
670 Albany Boston, MA —
—
104,365
31
—
104,396
104,396
(7,683 ) 2005 2015 39
Tufts Medical Center Boston, MA 68,707
32,514
109,180
5,484
32,514
114,664
147,178
(13,422 ) 1924-2015 2014 35
St. Elizabeth’s Med Center Brighton, MA —
—
20,929
2,749
1,379
22,299
23,678
(4,112 ) 1965-2013 2012 31
Good Samaritan MOBs Brockton, MA —
—
15,887
895
144
16,638
16,782
(3,007 ) 1980-2007 2012 31
Pearl Street MOBs Brockton, MA 6,647
4,714
18,193
139
4,714
18,332
23,046
(818 ) 1966-2004 2016 39
Carney Hospital MOB Dorchester, MA —
—
7,250
751
530
7,471
8,001
(1,410 ) 1978 2012 31
St. Anne’s Hospital MOB Fall River, MA —
—
9,304
57
40
9,321
9,361
(1,380 ) 2011 2012 31
Norwood Hospital MOB Foxborough, MA —
—
9,489
239
2,295
7,433
9,728
(1,548 ) 1930-2000 2012 31
Holy Family Hospital MOB Methuen, MA —
—
4,502
274
168
4,608
4,776
(1,070 ) 1988 2012 31
N. Berkshire MOB North Adams, MA —
—
7,259
(4,933 ) —
2,326
2,326
(1,642 ) 2002 2011 39
Morton Hospital MOB Taunton, MA —
—
15,317
1,102
502
15,917
16,419
(4,643 ) 1988 2012 31
Stetson MOB Weymouth, MA —
3,362
15,555
856
3,362
16,411
19,773
(2,243 ) 1900-1986 2015 20

~~109~~

Table of Contents

HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION — (Continued)


				Initial Cost to Company				Cost Capitalized Subsequent to Acquisition (a)		Gross Amount at Which Carried at Close of Period
		Encumbrances		Land		Buildings, Improvements and Fixtures				Land		Buildings, Improvements and Fixtures		Total (c)		Accumulated Depreciation (f)		Date of Construction	Date Acquired	Life on Which Building Depreciation in Income Statement is Computed (h)
UNC Rex Holly Springs	Holly Springs, NC	$	—	$	—	$	27,591	$	11,082	$	—	$	38,673	$	38,673	$	(4,347)	2011	2017	39
Huntersville Office Park	Huntersville, NC	—		5,376		67,125		2,331		5,376		69,456		74,832		(5,614)		1990-2001	2019	39
Rosedale MOB	Huntersville, NC	—		1,281		7,738		58		1,281		7,796		9,077		(698)		2005	2019	39
Medical Park MOBs	Mooresville, NC	—		1,771		13,266		9,982		2,141		22,878		25,019		(4,724)		2000-2005	2017	23
3100 Blue Ridge	Raleigh, NC	—		1,732		8,891		714		1,732		9,605		11,337		(3,016)		1985	2014	35
Raleigh Medical Center	Raleigh, NC	—		2,381		15,630		5,955		2,381		21,585		23,966		(8,311)		1989	2010	39
Sandy Forks MOB	Raleigh, NC	—		652		7,263		15		652		7,278		7,930		(950)		2016	2018	39
Sunset Ridge MOBs	Raleigh, NC	—		811		3,926		710		811		4,636		5,447		(585)		1999	2018	39
Piedmont MOB	Statesville, NC	—		1,024		13,911		41		1,024		13,952		14,976		(1,307)		1984	2020	39
NorthPark MOBs	Wake Forest, NC	—		2,098		13,921		2		2,098		13,923		16,021		(57)		1996-2008	2021	39
Hackensack MOB	North Bergen, NJ	—		—		31,658		608		—		32,266		32,266		(4,003)		2014	2017	39
Mountain View MOB	Las Cruces, NM	—		—		41,553		2,802		—		44,355		44,355		(6,064)		2003	2017	39
Santa Fe 440 MOB	Santa Fe, NM	—		842		7,448		(3,205)		842		4,243		5,085		(2,267)		1978	2010	39
San Martin MAP	Las Vegas, NV	—		—		14,777		4,801		—		19,578		19,578		(7,882)		2007	2010	39
Madison Ave MOB	Albany, NY	—		83		2,759		151		83		2,910		2,993		(1,097)		1964-2008	2010	39
Patroon Creek HQ	Albany, NY	—		1,870		29,453		4,896		1,870		34,349		36,219		(12,451)		2001	2010	39
Patroon Creek MOB	Albany, NY	—		1,439		27,639		186		1,439		27,825		29,264		(9,013)		2007	2010	39
Washington Ave MOB	Albany, NY	—		1,699		18,440		1,023		1,699		19,463		21,162		(6,569)		1998-2000	2010	39
Putnam MOB	Carmel, NY	—		—		24,216		326		—		24,542		24,542		(7,482)		2000	2010	39
Capital Region Health Park	Latham, NY	—		2,305		37,494		3,565		2,305		41,059		43,364		(14,672)		2001	2010	39
ACP MOB	New York, NY	—		53,265		62,873		505		53,265		63,378		116,643		(4,085)		1920-1988	2019	39
210 Westchester MOB	White Plains, NY	—		8,628		18,408		—		8,628		18,408		27,036		(5,225)		1981	2014	31
Westchester MOBs	White Plains, NY	—		17,274		41,865		11,930		17,274		53,795		71,069		(15,027)		1967-1983	2014	29
Kindred MOBs	Avon, OH, Germantown, TN, Indianapolis, IN and Springfield, MO	—		4,238		118,778		(101)		4,238		118,677		122,915		(16,338)		2013-2016	2017	39
Diley Ridge MOB	Canal Winchester, OH	—		—		9,811		67		—		9,878		9,878		(2,128)		2010	2015	39
Good Sam MOB	Cincinnati, OH	—		1,825		9,966		(178)		1,825		9,788		11,613		(1,372)		2011	2017	39
TriHealth	Cincinnati, OH	—		—		34,894		313		—		35,207		35,207		(4,484)		2016	2017	39
Market Exchange MOP	Columbus, OH	—		2,326		17,207		4,011		2,326		21,218		23,544		(8,424)		2001-2003	2007-2010	39
Mt. Carmel East	Columbus, OH	—		—		14,983		409		—		15,392		15,392		(570)		1991	2001	39
Olentangy	Columbus, OH	—		1,247		9,830		1,001		1,247		10,831		12,078		(1,425)		1985	2019	39
Polaris MOB	Columbus, OH	—		1,447		12,192		66		1,447		12,258		13,705		(2,315)		2012	2016	39
Gahanna MOB	Gahanna, OH	—		1,078		5,674		59		1,078		5,733		6,811		(1,322)		1997	2016	30
Hilliard II MOB	Hilliard, OH	—		959		7,260		288		959		7,548		8,507		(1,553)		2014	2016	38
Hilliard MOB	Hilliard, OH	—		946		11,174		743		946		11,917		12,863		(2,965)		2013	2015	39
Park Place MOP	Kettering, OH	—		1,987		11,341		5,411		1,987		16,752		18,739		(7,385)		1998-2002	2007	39
Liberty Falls MP	Liberty, OH	—		842		5,640		836		842		6,476		7,318		(2,695)		2008	2008	39
Parma Ridge MOB	Parma, OH	—		372		3,636		1,006		372		4,642		5,014		(2,005)		1977	2008	39
St. Ann's MOB	Westerville, OH	—		—		16,978		8		—		16,986		16,986		(793)		2004	2020	39
Deaconess MOP	Oklahoma City, OK	—		—		25,975		2,938		—		28,913		28,913		(10,795)		1991-1996	2008	39
Silverton Health MOB	Woodburn, OR	—		953		6,164		(27)		953		6,137		7,090		(1,150)		2001	2016	35
Monroeville MOB	Monroeville, PA	—		3,264		7,038		1,453		3,264		8,491		11,755		(2,994)		1985-1989	2013	39

113

Initial Cost to Company
Cost
Capitalized
Subsequent
to
Acquisition (a)

Gross Amount at Which
Carried at Close of Period

Encumbrances Land
Buildings,
Improvements and
Fixtures
Land
Buildings,
Improvements and
Fixtures
Total (c)
Accumulated
Depreciation (f)
Date of Construction
Date
Acquired
Life on Which Building Depreciation in Income Statement is Computed (h)
Johnston Professional Building Baltimore, MD $ 13,530
$ —
$ 21,481
$ 217
$ —
$ 21,698
$ 21,698
$ (2,475 ) 1993 2014 35
Triad Tech Center Baltimore, MD 10,180
—
26,548
—
—
26,548
26,548
(5,620 ) 1989 2010 39
St. John Providence MOB Novi, MI —
—
42,371
295
—
42,666
42,666
(9,834 ) 2007 2012 39
Fort Road MOB St. Paul, MN —
1,571
5,786
1,453
1,571
7,239
8,810
(2,244 ) 1981 2008 39
Gallery Professional Building St. Paul, MN —
1,157
5,009
3,509
1,157
8,518
9,675
(4,385 ) 1979 2007 39
Chesterfield Rehab Hospital Chesterfield, MO —
4,213
27,898
1,085
4,313
28,883
33,196
(8,226 ) 2007 2007 39
BJC West County MOB Creve Coeur, MO —
2,242
13,130
612
2,242
13,742
15,984
(4,226 ) 1978 2008 39
Winghaven MOB O’Fallon, MO —
1,455
9,708
642
1,455
10,350
11,805
(3,411 ) 2001 2008 39
BJC MOB St. Louis, MO —
304
1,554
(915 ) 304
639
943
(432 ) 2001 2008 39
Des Peres MAP II St. Louis, MO —
—
11,386
1,102
—
12,488
12,488
(3,115 ) 2007 2010 39
Baptist Memorial MOB Oxford, MS —
—
26,263
5,749
—
32,012
32,012
(182 ) 2017 2017 39
Medical Park of Cary Cary, NC —
2,931
19,855
2,861
2,931
22,716
25,647
(6,231 ) 1994 2010 39
Rex Cary MOB Cary, NC —
1,449
18,226
217
1,449
18,443
19,892
(1,491 ) 2002 2015 39
Tryon Office Center Cary, NC —
2,200
14,956
365
2,200
15,321
17,521
(1,437 ) 2002-2006 2015 39
Carolinas Health MOB Charlotte, NC 59,800
—
75,198
—
—
75,198
75,198
(1,330 ) 2006 2017 39
Duke Fertility Center Durham, NC —
596
3,882
—
596
3,882
4,478
(156 ) 2006 2016 39
Hock Plaza II Durham, NC —
680
27,044
233
680
27,277
27,957
(995 ) 2006 2016 36
UNC Rex Holly Springs Holly Springs, NC —
—
27,591
7,273
—
34,864
34,864
(81 ) 2011 2017 39
Medical Park MOBs Mooresville, NC —
1,771
13,266
77
1,771
13,343
15,114
(552 ) 2000-2005 2017 23
3100 Blue Ridge Raleigh, NC —
1,732
8,891
439
1,732
9,330
11,062
(1,318 ) 1985 2014 35
Raleigh Medical Center Raleigh, NC —
2,381
15,630
6,310
2,381
21,940
24,321
(5,137 ) 1989 2010 39
Nutfield Professional Center Derry, NH —
1,075
10,320
846
1,075
11,166
12,241
(3,210 ) 1963 2008 39
Hackensack MOB North Bergen, NJ —
—
31,658
—
—
31,658
31,658
(510 ) 2014 2017 39
Mountain View MOB Las Cruces, NM —
—
41,553
379
—
41,932
41,932
(867 ) 2003 2017 39
Santa Fe 1640 MOB Santa Fe, NM —
697
4,268
64
697
4,332
5,029
(1,069 ) 1985 2010 39
Santa Fe 440 MOB Santa Fe, NM —
842
7,448
13
842
7,461
8,303
(1,846 ) 1978 2010 39
San Martin MAP Las Vegas, NV —
—
14,777
2,990
—
17,767
17,767
(3,328 ) 2007 2010 39
Madison Ave MOB Albany, NY —
83
2,759
68
83
2,827
2,910
(661 ) 1964-2008 2010 39
Patroon Creek HQ Albany, NY —
1,870
29,453
5,382
1,870
34,835
36,705
(8,079 ) 2001 2010 39
Patroon Creek MOB Albany, NY —
1,439
27,639
559
1,439
28,198
29,637
(6,223 ) 2007 2010 39
Washington Ave MOB Albany, NY —
1,699
18,440
852
1,699
19,292
20,991
(4,520 ) 1998-2000 2010 39
Putnam MOB Carmel, NY —
—
24,216
134
—
24,350
24,350
(4,803 ) 2000 2010 39
Capital Region Health Park Latham, NY —
2,305
37,494
3,849
2,305
41,343
43,648
(10,078 ) 2001 2010 39
Westchester MOBs White Plains, NY —
17,274
41,865
2,292
17,274
44,157
61,431
(7,078 ) 1967-1983 2014 29
210 Westchester MOB White Plains, NY —
8,628
18,408
—
8,628
18,408
27,036
(2,239 ) 1981 2014 31
Kindred MOBs Avon, OH, Germantown,TN, Indianapolis, IN and Springfield, MO —
4,238
118,778
(101 ) 4,238
118,677
122,915
(1,929 ) 2013-2016 2017 39
Diley Ridge MOB Canal Winchester, OH —
—
9,811
70
—
9,881
9,881
(820 ) 2010 2015 39
Good Sam MOB Cincinnati, OH 8,700
1,825
9,966
—
1,825
9,966
11,791
(200 ) 2011 2017 39
Jewish MOB Cincinnati, OH —
—
16,187
—
—
16,187
16,187
(393 ) 1999 2017 35
Trihealth Cincinnati, OH —
—
34,894
313
—
35,207
35,207
(423 ) 2016 2017 39
Market Exchange MOP Columbus, OH —
2,326
17,207
3,496
2,326
20,703
23,029
(6,042 ) 2001-2003 2007-2010 39
Polaris MOB Columbus, OH —
1,447
12,192
19
1,447
12,211
13,658
(689 ) 2012 2016 39

~~110~~

Table of Contents

HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION — (Continued)


				Initial Cost to Company				Cost Capitalized Subsequent to Acquisition (a)		Gross Amount at Which Carried at Close of Period
		Encumbrances		Land		Buildings, Improvements and Fixtures				Land		Buildings, Improvements and Fixtures		Total (c)		Accumulated Depreciation (f)		Date of Construction	Date Acquired	Life on Which Building Depreciation in Income Statement is Computed (h)
2750 Monroe MOB	Norristown, PA	$	—	$	2,323	$	22,631	$	5,423	$	2,323	$	28,054	$	30,377	$	(12,984)	1985	2007	39
1740 South MOB	Philadelphia, PA	—		1,855		7,735		241		1,855		7,976		9,831		(726)		1986	2019	39
Main Line Bryn Mawr MOB	Philadelphia, PA	—		—		46,967		5,095		—		52,062		52,062		(6,077)		2017	2017	39
Phoenixville MOBs	Phoenixville, PA	—		—		60,287		—		—		60,287		60,287		(295)		1991-2008	2021	39
Federal North MOB	Pittsburgh, PA	—		2,489		30,268		4,463		2,489		34,731		37,220		(10,290)		1999	2010	39
Highmark Penn Ave	Pittsburgh, PA	—		1,774		38,921		865		1,774		39,786		41,560		(11,141)		1907-1998	2012	39
WP Allegheny HQ MOB	Pittsburgh, PA	—		1,514		32,368		3,669		1,514		36,037		37,551		(11,020)		2002	2010	39
39 Broad Street	Charleston, SC	—		3,180		1,970		3,161		3,480		4,831		8,311		(1,249)		1891	2015	39
Cannon Park Place	Charleston, SC	—		425		8,651		942		425		9,593		10,018		(3,284)		1998	2010	39
MUSC Elm MOB	Charleston, SC	—		1,172		4,361		178		1,172		4,539		5,711		(978)		2015	2016	39
Tides Medical Arts Center	Charleston, SC	—		3,763		19,787		411		3,763		20,198		23,961		(4,347)		2007	2014	39
Bowman Center	Mt. Pleasant, SC	—		3,896		6,874		—		3,896		6,874		10,770		(67)		2001	2021	39
East Cooper Medical Arts Center	Mt. Pleasant, SC	—		2,470		6,289		(290)		2,470		5,999		8,469		(1,630)		2001	2014	32
East Cooper Medical Center	Mt. Pleasant, SC	—		2,073		5,939		2,594		2,073		8,533		10,606		(2,904)		1992	2010	39
The Mullis Building	Mt. Pleasant, SC	—		—		18,810		48		—		18,858		18,858		(401)		2016	2021	39
MUSC University MOB	North Charleston, SC	—		1,524		9,627		(882)		1,524		8,745		10,269		(1,615)		2006	2015	36
St. Thomas DePaul MOB	Murfreesboro, TN	—		—		55,040		1,003		—		56,043		56,043		(7,320)		2008	2017	39
Amarillo Hospital	Amarillo, TX	—		1,110		17,688		605		1,110		18,293		19,403		(6,618)		2007	2008	39
Austin Heart MOB	Austin, TX	—		—		15,172		612		—		15,784		15,784		(4,138)		1999	2013	39
BS&W MOBs	Austin, TX	—		—		300,952		1,657		—		302,609		302,609		(39,353)		2009-2016	2017	39
Post Oak North MC	Austin, TX	—		887		7,011		(221)		887		6,790		7,677		(1,585)		2007	2013	39
MatureWell MOB	Bryan, TX	—		1,307		11,078		—		1,307		11,078		12,385		(1,858)		2016	2017	39
Texas A&M Health Science Center	Bryan, TX	—		—		32,494		(2,009)		—		30,485		30,485		(7,374)		2011	2013	39
Dallas Rehab Hospital	Carrollton, TX	—		1,919		16,341		(505)		1,919		15,836		17,755		(5,067)		2006	2010	39
Cedar Hill MOB	Cedar Hill, TX	—		778		4,830		1,898		778		6,728		7,506		(2,243)		2007	2008	39
Cedar Park MOB	Cedar Park, TX	—		—		30,338		1,268		—		31,606		31,606		(4,212)		2007	2017	39
Corsicana MOB	Corsicana, TX	—		—		6,781		233		—		7,014		7,014		(2,593)		2007	2009	39
Dallas LTAC Hospital	Dallas, TX	—		2,301		20,627		—		2,301		20,627		22,928		(6,996)		2007	2009	39
Forest Park Pavilion	Dallas, TX	—		9,670		11,152		48,094		9,670		59,246		68,916		(3,732)		2010-2021	2012-2021	39
Forest Park Tower	Dallas, TX	—		3,340		35,071		5,841		3,340		40,912		44,252		(10,289)		2011	2013	39
Northpoint Medical	Dallas, TX	—		2,388		14,621		1,629		2,388		16,250		18,638		(3,496)		2017	2017	20
Baylor MOBs	Dallas/Fort Worth, TX	—		9,956		122,852		6,737		9,956		129,589		139,545		(16,761)		2013-2017	2017	39
Denton Med Rehab Hospital	Denton, TX	—		2,000		11,704		—		2,000		11,704		13,704		(4,444)		2008	2009	39
Denton MOB	Denton, TX	—		—		7,543		733		—		8,276		8,276		(2,567)		2000	2010	39
Cliff Medical Plaza MOB	El Paso, TX	—		1,064		1,972		4,157		1,064		6,129		7,193		(3,023)		1977	2016	8
El Paso MOB	El Paso, TX	—		2,075		14,902		(233)		2,075		14,669		16,744		(1,207)		1994-2008	2019	39
Providence Medical Plaza	El Paso, TX	—		—		5,396		4,080		—		9,476		9,476		(2,906)		1981	2016	20
Sierra Medical	El Paso, TX	—		—		2,998		1,011		—		4,009		4,009		(1,616)		1972	2016	15

114

Initial Cost to Company
Cost
Capitalized
Subsequent
to
Acquisition (a)

Gross Amount at Which
Carried at Close of Period

Encumbrances Land
Buildings,
Improvements and
Fixtures
Land
Buildings,
Improvements and
Fixtures
Total (c)
Accumulated
Depreciation (f)
Date of Construction
Date
Acquired
Life on Which Building Depreciation in Income Statement is Computed (h)
Gahanna MOB Gahanna, OH $ —
$ 1,078
$ 5,674
$ —
$ 1,078
$ 5,674
$ 6,752
$ (311 ) 1997 2016 30
Hilliard MOB Hilliard, OH —
946
11,174
697
946
11,871
12,817
(1,046 ) 2013 2015 39
Hilliard II MOB Hilliard, OH —
959
7,260
4
959
7,264
8,223
(455 ) 2014 2016 38
Park Place MOP Kettering, OH —
1,987
11,341
3,065
1,987
14,406
16,393
(5,330 ) 1998-2002 2007 39
Liberty Falls MP Liberty, OH —
842
5,640
991
842
6,631
7,473
(2,380 ) 2008 2008 39
Parma Ridge MOB Parma, OH —
372
3,636
842
372
4,478
4,850
(1,528 ) 1977 2008 39
Deaconess MOP Oklahoma City, OK —
—
25,975
3,672
—
29,647
29,647
(9,069 ) 1991-1996 2008 39
Silverton Health MOB Woodburn, OR —
953
6,164
—
953
6,164
7,117
(349 ) 2001 2016 35
Monroeville MOB Monroeville, PA —
3,264
7,038
1,036
3,264
8,074
11,338
(2,121 ) 1985-1989 2013 39
2750 Monroe MOB Norristown, PA —
2,323
22,631
5,423
2,323
28,054
30,377
(9,338 ) 1985 2007 39
Main Line Bryn Mawr MOB Philadelphia, PA —
—
46,967
695
—
47,662
47,662
(709 ) 2017 2017 39
Federal North MOB Pittsburgh, PA —
2,489
30,268
779
2,489
31,047
33,536
(6,808 ) 1999 2010 39
Highmark Penn Ave Pittsburgh, PA —
1,774
38,921
3,301
1,774
42,222
43,996
(8,431 ) 1907-1998 2012 39
WP Allegheny HQ MOB Pittsburgh, PA —
1,514
32,368
2,608
1,514
34,976
36,490
(7,023 ) 2002 2010 39
39 Broad Street Charleston, SC —
3,180
1,970
2,551
3,476
4,225
7,701
(247 ) 1891 2015 39
Cannon Park Place Charleston, SC —
425
8,651
890
425
9,541
9,966
(2,088 ) 1998 2010 39
MUSC Elm MOB Charleston, SC —
1,172
4,361
9
1,172
4,370
5,542
(282 ) 2015 2016 39
Tides Medical Arts Center Charleston, SC —
3,763
19,787
317
3,763
20,104
23,867
(2,129 ) 2007 2014 39
GHS Memorial Greenville, SC —
—
8,301
869
—
9,170
9,170
(2,082 ) 1992 2009 39
GHS MMC Greenville, SC 20,390
995
39,158
2,231
995
41,389
42,384
(9,651 ) 1987-1998 2009 39
GHS MOBs I Greenville, SC —
1,644
9,144
(792 ) 294
9,702
9,996
(2,584 ) ��1974-1990 2009 39
GHS Patewood MOP Greenville, SC —
—
64,537
1,170
—
65,707
65,707
(15,703 ) 1983-2007 2009 39
GHS Greer MOBs Greenville, Travelers Rest and Greer, SC —
1,309
14,639
280
1,309
14,919
16,228
(3,528 ) 1992-2008 2009 39
Hilton Head Heritage MOP Hilton Head Island, SC —
1,125
5,398
(2,387 ) 1,125
3,011
4,136
(1,278 ) 1996 2010 39
Hilton Head Moss Creek MOB Hilton Head Island, SC —
209
2,066
(837 ) 209
1,229
1,438
(471 ) 2010 2010 39
East Cooper Medical Arts Center Mt. Pleasant, SC —
2,470
6,289
125
2,470
6,414
8,884
(1,218 ) 2001 2014 32
East Cooper Medical Center Mt. Pleasant, SC —
2,073
5,939
1,543
2,073
7,482
9,555
(1,831 ) 1992 2010 39
MUSC University MOB North Charleston, SC —
1,282
8,689
24
1,282
8,713
9,995
(989 ) 2006 2015 36
Mary Black MOB Spartanburg, SC —
—
12,523
230
—
12,753
12,753
(3,539 ) 2006 2009 39
Lenox Office Park Memphis, TN —
1,670
13,626
(6,221 ) 1,670
7,405
9,075
(4,167 ) 2000 2007 39
St. Thomas DePaul MOB Murfreesboro, TN —
—
55,040
2
—
55,042
55,042
(1,009 ) 2008 2017 39
Mountain Empire MOBs Rogersville, Kingsport and Bristol, TN & Norton and Pennington Gap, VA —
1,296
36,523
7,852
1,278
44,393
45,671
(12,972 ) 1976-2006 2008-2011 39
Amarillo Hospital Amarillo, TX —
1,110
17,688
29
1,110
17,717
18,827
(4,683 ) 2007 2008 39
Austin Heart MOB Austin, TX —
—
15,172
257
—
15,429
15,429
(2,047 ) 1999 2013 39
BS&W MOBs Austin, TX 60,150
—
300,952
265
—
301,217
301,217
(5,289 ) 2009-2016 2017 39
Post Oak North MC Austin, TX —
887
7,011
(39 ) 887
6,972
7,859
(1,018 ) 2007 2013 39
MatureWell MOB Bryan, TX —
1,307
11,078
—
1,307
11,078
12,385
(346 ) 2016 2017 39
Texas A&M Health Science Center Bryan, TX —
—
32,494
184
—
32,678
32,678
(5,337 ) 2011 2013 39
Dallas Rehab Hospital Carrollton, TX —
1,919
16,341
—
1,919
16,341
18,260
(3,617 ) 2006 2010 39
Cedar Hill MOB Cedar Hill, TX —
778
4,830
132
778
4,962
5,740
(1,666 ) 2007 2008 39
Cedar Park MOB Cedar Park, TX —
—
30,338
48
—
30,386
30,386
(579 ) 2007 2017 39
Corsicana MOB Corsicana, TX —
—
6,781
24
—
6,805
6,805
(2,013 ) 2007 2009 39

~~111~~

Table of Contents

HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION — (Continued)


				Initial Cost to Company				Cost Capitalized Subsequent to Acquisition (a)		Gross Amount at Which Carried at Close of Period
		Encumbrances		Land		Buildings, Improvements and Fixtures				Land		Buildings, Improvements and Fixtures		Total (c)		Accumulated Depreciation (f)		Date of Construction	Date Acquired	Life on Which Building Depreciation in Income Statement is Computed (h)
Texas Tech MOB	El Paso, TX	$	—	$	—	$	42,419	$	2,040	$	—	$	44,459	$	44,459	$	(1,178)	2017	2020	39
Texas Health MOB	Fort Worth, TX	—		—		38,429		165		—		38,594		38,594		(5,282)		2014	2017	39
Forest Park Frisco MC	Frisco, TX	—		1,238		19,979		9,038		1,238		29,017		30,255		(9,851)		2012	2013	39
T-Mobile Building	Frisco, TX	—		4,807		67,076		(3,139)		4,807		63,937		68,744		(7,827)		2014	2017	38
Greenville MOB	Greenville, TX	—		616		10,822		633		616		11,455		12,071		(4,172)		2007	2008	39
7900 Fannin MOB	Houston, TX	—		—		34,764		2,767		—		37,531		37,531		(11,942)		2005	2010	39
Cypress Medical Building MOB	Houston, TX	—		—		4,678		203		—		4,881		4,881		(1,273)		1984	2016	30
Cypress Station MOB	Houston, TX	—		1,345		8,312		(4,237)		1,345		4,075		5,420		(3,644)		1981	2008	39
Gemini MOB	Houston, TX	—		4,619		17,450		153		4,619		17,603		22,222		(1,410)		1985-1986	2019	39
Houston Medical Plaza	Houston, TX	—		4,107		35,560		36		4,110		35,593		39,703		(363)		1983	2021	39
Park Plaza MOB	Houston, TX	—		5,719		50,054		8,389		5,719		58,443		64,162		(15,664)		1984	2016	24
T-Mobile Tower	Houston, TX	—		8,314		15,335		35		8,314		15,370		23,684		(419)		1974	2021	39
Triumph Hospital NW	Houston, TX	—		1,377		14,531		164		1,377		14,695		16,072		(5,819)		1986	2007	39
Memorial Hermann MOBs	Humble, TX	—		—		9,479		13,361		—		22,840		22,840		(3,130)		1993	2017	25-39
Jourdanton MOB	Jourdanton, TX	—		—		17,804		2		—		17,806		17,806		(2,384)		2013	2017	39
Houston Methodist MOBs	Katy, TX	—		—		43,078		7,760		—		50,838		50,838		(5,641)		2001-2006	2017	35-39
Lone Star Endoscopy MOB	Keller, TX	—		622		3,502		36		622		3,538		4,160		(1,330)		2006	2008	39
Seton Medical MOB	Kyle, TX	—		—		30,102		2,617		—		32,719		32,719		(4,470)		2009	2017	39
Lewisville MOB	Lewisville, TX	—		452		3,841		(133)		452		3,708		4,160		(1,219)		2000	2010	39
Longview Regional MOBs	Longview, TX	—		—		59,258		—		—		59,258		59,258		(8,209)		2003-2015	2017	36-39
Terrace Medical Building	Nacogdoches, TX	—		—		179		121		—		300		300		(154)		1975	2016	5
Towers Medical Plaza	Nacogdoches, TX	—		—		786		236		—		1,022		1,022		(617)		1981	2016	10
North Cypress MOBs	North Cypress/Houston, TX	—		7,841		121,215		1,687		7,841		122,902		130,743		(16,639)		2006-2015	2017	35-39
Pearland MOB	Pearland, TX	—		912		4,628		314		912		4,942		5,854		(1,732)		2003-2007	2010	39
Independence Medical Village	Plano, TX	—		4,229		17,874		(132)		4,229		17,742		21,971		(3,347)		2014	2016	39
San Angelo MOB	San Angelo, TX	—		—		3,907		(237)		—		3,670		3,670		(1,331)		2007	2009	39
Mtn Plains Pecan Valley	San Antonio, TX	—		416		13,690		512		416		14,202		14,618		(5,091)		1998	2008	39
Sugar Land II MOB	Sugar Land, TX	—		—		9,648		79		—		9,727		9,727		(3,198)		1999	2010	39
Triumph Hospital SW	Sugar Land, TX	—		1,670		14,018		(670)		1,656		13,362		15,018		(5,625)		1989	2007	39
Mtn Plains Clear Lake	Webster, TX	—		832		21,168		5,761		832		26,929		27,761		(8,382)		2006	2008	39
N. Texas Neurology MOB	Wichita Falls, TX	—		736		5,611		(1,957)		736		3,654		4,390		(1,838)		1957	2008	39
Wylie Medical Plaza	Wylie, TX	—		1,412		15,353		272		1,412		15,625		17,037		(1,205)		2013	2020	39
Renaissance MC	Bountiful, UT	—		3,701		24,442		442		3,701		24,884		28,585		(8,850)		2004	2008	39
Salt Lake Regional Medical Building	Salt Lake City, UT	—		—		10,351		110		—		10,461		10,461		(670)		1989	2020	39
Fairfax MOB	Fairfax, VA	—		2,404		14,074		193		2,404		14,267		16,671		(1,379)		1959	2019	39
Fair Oaks MOB	Fairfax, VA	—		—		47,616		562		—		48,178		48,178		(5,876)		2009	2017	39
Aurora - Menomonee	Menomonee Falls, WI	—		1,055		14,998		—		1,055		14,998		16,053		(6,816)		1964	2009	39
Aurora - Milwaukee	Milwaukee, WI	—		350		5,508		—		350		5,508		5,858		(2,508)		1983	2009	39
Columbia St. Mary's MOBs	Milwaukee, WI	—		—		87,825		1,144		—		88,969		88,969		(10,921)		1994-2007	2017	35-39
		$	—	$	612,952	$	6,155,907	$	566,865	$	619,820	$	6,715,906	$	7,335,726	$	(1,401,742)

115

Initial Cost to Company
Cost
Capitalized
Subsequent
to
Acquisition (a)

Gross Amount at Which
Carried at Close of Period

Encumbrances Land
Buildings,
Improvements and
Fixtures
Land
Buildings,
Improvements and
Fixtures
Total (c)
Accumulated
Depreciation (f)
Date of Construction
Date
Acquired
Life on Which Building Depreciation in Income Statement is Computed (h)
Dallas LTAC Hospital Dallas, TX $ —
$ 2,301
$ 20,627
$ —
$ 2,301
$ 20,627
$ 22,928
$ (4,750 ) 2007 2009 39
Forest Park Pavilion Dallas, TX —
9,670
11,152
(745 ) 9,670
10,407
20,077
(1,818 ) 2010 2012 39
Forest Park Tower Dallas, TX —
3,340
35,071
1,623
3,340
36,694
40,034
(5,808 ) 2011 2013 39
Northpoint Medical Dallas, TX —
2,388
14,621
148
2,388
14,769
17,157
(77 ) 2017 2017 20
Baylor MOBs Dallas/Fort Worth, TX 29,500
9,956
122,852
4,438
9,956
127,290
137,246
(1,933 ) 2013-2017 2017 39
Denton Med Rehab Hospital Denton, TX —
2,000
11,704
—
2,000
11,704
13,704
(3,219 ) 2008 2009 39
Denton MOB Denton, TX —
—
7,543
163
—
7,706
7,706
(1,742 ) 2000 2010 39
Cliff Medical Plaza El Paso, TX —
1,064
1,972
158
1,064
2,130
3,194
(586 ) 1977 2016 8
Providence Medical Plaza El Paso, TX —
—
5,396
424
—
5,820
5,820
(753 ) 1981 2016 20
Sierra Medical El Paso, TX —
—
2,998
234
—
3,232
3,232
(537 ) 1972 2016 15
Texas Health MOB Fort Worth, TX —
—
38,429
43
—
38,472
38,472
(666 ) 2014 2017 39
Conifer Frisco, TX —
4,807
67,076
12
4,807
67,088
71,895
(1,141 ) 2014 2017 39
Forest Park Frisco MC Frisco, TX —
1,238
19,979
2,869
1,238
22,848
24,086
(3,622 ) 2012 2013 39
Greenville MOB Greenville, TX —
616
10,822
385
616
11,207
11,823
(3,384 ) 2007 2008 39
7900 Fannin MOB Houston, TX —
—
34,764
1,669
—
36,433
36,433
(8,068 ) 2005 2010 39
Cypress Medical Building MOB Houston, TX —
—
4,678
356
—
5,034
5,034
(537 ) 1984 2016 30
Cypress Station MOB Houston, TX —
1,345
8,312
446
1,345
8,758
10,103
(2,819 ) 1981 2008 39
Park Plaza MOB Houston, TX —
5,719
50,054
602
5,719
50,656
56,375
(4,894 ) 1984 2016 24
Triumph Hospital NW Houston, TX —
1,377
14,531
237
1,377
14,768
16,145
(5,113 ) 1986 2007 39
Memorial Hermann MOBs Humble, TX —
—
9,479
(1,551 ) —
7,928
7,928
(203 ) 1993 2017 25-39
Jourdanton MOB Jourdanton, TX 13,200
—
17,803
2
—
17,805
17,805
(303 ) 2013 2017 39
Houston Methodist MOBs Katy, TX —
—
43,078
16
—
43,094
43,094
(819 ) 2001-2006 2017 35-39
Lone Star Endoscopy MOB Keller, TX —
622
3,502
(5 ) 622
3,497
4,119
(1,031 ) 2006 2008 39
Seton Medical MOB Kyle, TX 27,500
—
30,102
22
—
30,124
30,124
(611 ) 2009 2017 39
Lewisville MOB Lewisville, TX —
452
3,841
—
452
3,841
4,293
(967 ) 2000 2010 39
Longview Regional MOBs Longview, TX 16,650
—
59,258
—
—
59,258
59,258
(1,045 ) 2003-2015 2017 36-39
Terrace Medical Building Nacogdoches, TX —
—
179
5
—
184
184
(79 ) 1975 2016 5
Towers Medical Plaza Nacogdoches, TX —
—
786
97
—
883
883
(221 ) 1981 2016 10
North Cypress MOBs North Cypress/Houston, TX —
7,841
121,215
6
7,841
121,221
129,062
(2,520 ) 2006-2015 2017 35-39
Pearland MOB Pearland, TX —
912
4,628
634
912
5,262
6,174
(1,495 ) 2003-2007 2010 39
Independence Medical Village Plano, TX —
4,229
17,874
42
4,229
17,916
22,145
(1,034 ) 2014 2016 39
San Angelo MOB San Angelo, TX —
—
3,907
117
—
4,024
4,024
(1,194 ) 2007 2009 39
Mtn Plains Pecan Valley San Antonio, TX —
416
13,690
731
416
14,421
14,837
(3,944 ) 1998 2008 39
Sugar Land II MOB Sugar Land, TX —
—
9,648
310
—
9,958
9,958
(3,294 ) 1999 2010 39
Triumph Hospital SW Sugar Land, TX —
1,670
14,018
(14 ) 1,656
14,018
15,674
(5,013 ) 1989 2007 39
Mtn Plains Clear Lake Webster, TX —
832
21,168
1,488
832
22,656
23,488
(5,960 ) 2006 2008 39
N. Texas Neurology MOB Wichita Falls, TX —
736
5,611
(1,771 ) 736
3,840
4,576
(1,639 ) 1957 2008 39
Renaissance MC Bountiful, UT —
3,701
24,442
134
3,701
24,576
28,277
(6,705 ) 2004 2008 39
Fair Oaks MOB Fairfax, VA —
—
47,616
(1 ) —
47,615
47,615
(730 ) 2009 2017 39
Aurora - Menomenee Menomonee Falls, WI —
1,055
14,998
—
1,055
14,998
16,053
(4,969 ) 1964 2009 39
Aurora - Milwaukee Milwaukee, WI —
350
5,508
—
350
5,508
5,858
(1,816 ) 1983 2009 39
Columbia St. Mary's MOBs Milwaukee, WI —
—
87,825
40
—
87,865
87,865
(1,336 ) 1994-2007 2017 35-39
Total $ 452,442
$ 478,905
$ 5,616,776
$ 220,462
$ 485,319
$ 5,830,824
$ 6,316,143
$ (734,783 )

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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION — (Continued)


				Initial Cost to Company				Cost Capitalized Subsequent to Acquisition (a)		Gross Amount at Which Carried at Close of Period
		Encumbrances		Land		Buildings, Improvements and Fixtures				Land		Buildings, Improvements and Fixtures		Total (c)		Accumulated Depreciation (f)		Date of Construction	Date Acquired	Life on Which Building Depreciation in Income Statement is Computed (h)

Undeveloped land:
Macon Pond MOB	Raleigh, NC	$	—	$	5,504	$	—	$	13	$	5,504	$	13	$	5,517	$	—	N/A	2021	N/A
Forest Park Pavilion IV	Dallas, TX	—		7,014		—		—		7,014		—		7,014		—		N/A	2019	N/A
Houston Heights	Houston, TX	—		10,445		—		5		10,445		5		10,450		—		N/A	2020	N/A
		$	—	$	22,963	$	—	$	18	$	22,963	$	18	$	22,981	$	—

Real estate held for sale		$	—	$	(2,401)	$	(39,693)	$	12,285	(2,401)		(27,408)		(29,809)		$	6,263

Total		$	—	$	633,514	$	6,116,214	$	579,168	$	640,382	$	6,688,516	$	7,328,898	$	(1,395,479)


~~(a)~~	~~The cost capitalized subsequent to acquisition is net of dispositions.~~


~~(b)~~	~~The above table excludes lease intangibles; see notes (d) and (g).~~


~~(c)~~	~~The changes in total real estate for the years ended December 31, 2017, 2016 and 2015 are as follows (in thousands):~~

(a)The cost capitalized subsequent to acquisition is net of dispositions or other write-downs and impairment.

(b)The above table excludes lease intangibles; see notes (d) and (g).

(c)The changes in total real estate for the years ended December 31, 2021, 2020 and 2019 are as follows (in thousands):


	Year Ended December 31,
	2021		2020		2019
Balance as of the beginning of the year	$	7,104,085	$	6,837,400	$	6,269,023
Acquisitions	278,124		171,728		505,424
Additions	188,592		121,777		90,859
Dispositions and other	(189,156)		(26,820)		(27,906)
Impairment	(22,938)		—		—
Held for sale	(29,809)		—		—
Balance as of the end of the year (d)	$	7,328,898	$	7,104,085	$	6,837,400

(d)The balances as of December 31, 2021, 2020 and 2019 exclude gross lease intangibles of $404.7 million, $628.6 million and $628.1 million, respectively.

(e)The aggregate cost of our real estate for federal income tax purposes was $6.9 billion.

(f)The changes in accumulated depreciation for the years ended December 31, 2021, 2020 and 2019 are as follows (in thousands):


	Year Ended December 31,
	2021		2020		2019
Balance as of the beginning of the year	$	1,302,204	$	1,085,048	$	882,488
Additions	246,417		236,271		217,566
Dispositions and other	(146,879)		(19,115)		(15,006)
Held for sale	(6,263)		—		—
Balance as of the end of the year (g)	$	1,395,479	$	1,302,204	$	1,085,048

(g)The balances as of December 31, 2021, 2020 and 2019 exclude accumulated amortization of lease intangibles of $203.0 million, $400.5 million and $362.8 million, respectively.

(h)Tenant improvements are depreciated over the shorter of the lease term or useful life, ranging from one to 10 years, respectively. Furniture, fixtures and equipment are depreciated over five years.

116

Year Ended December 31,
2017 2016 2015
Balance as of the beginning of the year $ 3,853,042
$ 3,204,863
$ 2,953,532
Acquisitions 2,447,896
647,339
266,747
Additions 86,723
43,637
28,828
Dispositions (57,596 ) (39,717 ) (43,318 )
Impairments (13,922 ) (3,080 ) (926 )
Balance as of the end of the year (d) $ 6,316,143
$ 3,853,042
$ 3,204,863


~~(d)~~	~~The balances as of December 31, 2017, 2016 and 2015 exclude gross lease intangibles of $639.2 million, $467.6 million and $430.7 million, respectively.~~


~~(e)~~	~~The aggregate cost of our real estate for federal income tax purposes was $6.4 billion.~~


~~(f)~~	~~The changes in accumulated depreciation for the years ended December 31, 2017, 2016 and 2015 are as follows (in thousands):~~

Year Ended December 31,
2017 2016 2015
Balance as of the beginning of the year $ 581,505
$ 474,223
$ 383,966
Additions 171,545
117,282
101,194
Dispositions (18,267 ) (10,000 ) (10,937 )
Balance as of the end of the year (g) $ 734,783
$ 581,505
$ 474,223


~~(g)~~	~~The balances as of December 31, 2017, 2016 and 2015 exclude accumulated amortization of lease intangibles of $286.9 million, $236.1 million and $201.9 million, respectively.~~


~~(h)~~	Tenant improvements are depreciated over the shorter of the lease term or useful life, ranging from one month to 193 months, respectively. Furniture, fixtures and equipment are depreciated over five years.

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HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION — (Continued)

HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE ASSETS


				In Thousands
	Interest Rate		Final Maturity Date	Payment Terms	Prior Liens		Face Amount		Carrying Amount		Principal Amount of Loans Subject to Delinquent Principal or Interest
Mortgage loan on real estate located in:
Texas	10.00	%	7/1/2022	(1)	$	—	$	15,000	$	14,267	$	—

Mezzanine loans on real estate located in:
Texas	8.00	%	6/24/2024	(2)	—		49,319		48,793		—
North Carolina	8.00	%	12/22/2024	(3)	—		6,000		6,012		—
Total real estate notes receivable					$	—	$	70,319	$	69,072	$	—
Accrued interest receivable					—		—		42		—
Total real estate notes receivable, net					$	—	$	70,319	$	69,114	$	—

(1) Twelve-month prefunded interest reserve, with principal sum and interest on unpaid principal due on the maturity date.
(2) Interest is accrued and funded utilizing interest reserves, funded through payment-in-kind interest, until such time the interest reserve is fully funded. Thereafter, interest only payments due with principal and any unpaid interest due on the maturity date.
(2) Capitalized interest through maturity, with outstanding principal and accrued interest due on the maturity date.

The following shows changes in the carrying amounts of mortgage loans on real estate assets during the years ended December 31, ~~2017, 2016~~2021, 2020 and ~~2015~~2019 (in thousands):


	Year Ended December 31,
	2021		2020		2019
Balance as of the beginning of the year	$	555	$	1,332	$	2,070
Additions:
New real estate notes	67,032		6,000		—
Capitalized interest	1,841		—		—
Accretion of fees and other items	932		—		—
Deductions:
Mortgage loan retired in connection with an acquisition	—		(6,000)		—
Collection of real estate loans	(555)		(777)		(738)
Deferred fees and other items	(691)		—		—
Balance as of the end of the year	$	69,114	$	555	$	1,332

117

Year Ended December 31,
2017 2016 2015
Balance as of the beginning of the year $ 12,737
$ —
$ —
Additions:
New mortgage loans —
12,737
—
Deductions:
Mortgage loan included in the consideration for the acquisition of a building —
—
—
Collection of mortgage loans (9,964 ) —
—
Balance as of the end of the year $ 2,773
$ 12,737
$ —

~~*****~~

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~~SIGNATURES~~

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned thereunto duly authorized.~~



	~~Healthcare Trust of America, Inc.~~

~~By:~~	~~/s/ Scott D. Peters~~	~~Chief Executive Officer, President and Chairman~~
	~~Scott D. Peters~~	~~(Principal Executive Officer)~~
~~Date:~~	~~February 20, 2018~~

~~By:~~	~~/s/ Robert A. Milligan~~	~~Chief Financial Officer~~
	~~Robert A. Milligan~~	~~(Principal Financial Officer and Principal Accounting Officer)~~
~~Date:~~	~~February 20, 2018~~

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



~~By:~~	~~/s/ Scott D. Peters~~	~~Chief Executive Officer, President and Chairman~~
	~~Scott D. Peters~~	~~(Principal Executive Officer)~~
~~Date:~~	~~February 20, 2018~~

~~By:~~	~~/s/ Robert A. Milligan~~	~~Chief Financial Officer~~
	~~Robert A. Milligan~~	~~(Principal Financial Officer and Principal Accounting Officer)~~
~~Date:~~	~~February 20, 2018~~

~~By:~~	~~/s/ W. Bradley Blair, II~~	~~Director~~
	~~W. Bradley Blair, II~~
~~Date:~~	~~February 20, 2018~~

~~By:~~	~~/s/ Maurice J. DeWald~~	~~Director~~
	~~Maurice J. DeWald~~
~~Date:~~	~~February 20, 2018~~

~~By:~~	~~/s/ Warren D. Fix~~	~~Director~~
	~~Warren D. Fix~~
~~Date:~~	~~February 20, 2018~~

~~By:~~	~~/s/ Peter N. Foss~~	~~Director~~
	~~Peter N. Foss~~
~~Date:~~	~~February 20, 2018~~

~~By:~~	~~/s/ Daniel S. Henson~~	~~Director~~
	~~Daniel S. Henson~~
~~Date:~~	~~February 20, 2018~~

~~By:~~	~~/s/ Larry L. Mathis~~	~~Director~~
	~~Larry L. Mathis~~
~~Date:~~	~~February 20, 2018~~

~~By:~~	~~/s/ Gary T. Wescombe~~	~~Director~~
	~~Gary T. Wescombe~~
~~Date:~~	~~February 20, 2018~~

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~~SIGNATURES~~

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned thereunto duly authorized.~~



	~~Healthcare Trust of America Holdings, LP~~

~~By:~~	~~Healthcare Trust of America, Inc.,~~
	~~its General Partner~~

~~By:~~	~~/s/ Scott D. Peters~~	~~Chief Executive Officer, President and Chairman~~
	~~Scott D. Peters~~	~~(Principal Executive Officer)~~
~~Date:~~	~~February 20, 2018~~

~~By:~~	~~/s/ Robert A. Milligan~~	~~Chief Financial Officer~~
	~~Robert A. Milligan~~	~~(Principal Financial Officer and Principal Accounting Officer)~~
~~Date:~~	~~February 20, 2018~~



~~By:~~	~~/s/ Scott D. Peters~~	~~Chief Executive Officer, President and Chairman~~
	~~Scott D. Peters~~	~~(Principal Executive Officer) of Healthcare Trust of America, Inc.,~~
~~Date:~~	~~February 20, 2018~~	~~general partner of Healthcare Trust of America Holdings, LP~~

~~By:~~	~~/s/ Robert A. Milligan~~	~~Chief Financial Officer~~
	~~Robert A. Milligan~~	~~(Principal Financial Officer and Principal Accounting Officer) of~~
~~Date:~~	~~February 20, 2018~~	~~Healthcare Trust of America, Inc., general partner of Healthcare Trust~~
		~~of America Holdings, LP~~

~~By:~~	~~/s/ W. Bradley Blair, II~~	~~Director of Healthcare Trust of America, Inc., general partner of~~
	~~W. Bradley Blair, II~~	~~Healthcare Trust of America Holdings, LP~~
~~Date:~~	~~February 20, 2018~~

~~By:~~	~~/s/ Maurice J. DeWald~~	~~Director of Healthcare Trust of America, Inc., general partner of~~
	~~Maurice J. DeWald~~	~~Healthcare Trust of America Holdings, LP~~
~~Date:~~	~~February 20, 2018~~

~~By:~~	~~/s/ Warren D. Fix~~	~~Director of Healthcare Trust of America, Inc., general partner of~~
	~~Warren D. Fix~~	~~Healthcare Trust of America Holdings, LP~~
~~Date:~~	~~February 20, 2018~~

~~By:~~	~~/s/ Peter N. Foss~~	~~Director of Healthcare Trust of America, Inc., general partner of~~
	~~Peter N. Foss~~	~~Healthcare Trust of America Holdings, LP~~
~~Date:~~	~~February 20, 2018~~

~~By:~~	~~/s/ Daniel S. Henson~~	~~Director of Healthcare Trust of America, Inc., general partner of~~
	~~Daniel S. Henson~~	~~Healthcare Trust of America Holdings, LP~~
~~Date:~~	~~February 20, 2018~~

~~By:~~	~~/s/ Larry L. Mathis~~	~~Director of Healthcare Trust of America, Inc., general partner of~~
	~~Larry L. Mathis~~	~~Healthcare Trust of America Holdings, LP~~
~~Date:~~	~~February 20, 2018~~

~~By:~~	~~/s/ Gary T. Wescombe~~	~~Director of Healthcare Trust of America, Inc., general partner of~~
	~~Gary T. Wescombe~~	~~Healthcare Trust of America Holdings, LP~~
~~Date:~~	~~February 20, 2018~~

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EXHIBIT INDEX

Pursuant to Item 601(a)(2) of Regulation S-K, this Exhibit Index immediately precedes the exhibits.

The following exhibits are included, or incorporated by reference, in this Annual Report for the fiscal year ended December 31, ~~2017~~2021 (and are numbered in accordance with Item 601 of Regulation S-K).



1.1		Equity Distribution Agreement, dated January 27, 2016, among Healthcare Trust of America, Inc. and Healthcare Trust of America Holdings, LP, on the one hand, and Wells Fargo Securities, LLC, BMO Capital Markets Corp., Jefferies LLC and J.P. Morgan Securities LLC, on the other hand (included as Exhibit 1.1 to our Current Report on Form 8-K filed on January 27, 2016 and incorporated herein by reference).
~~1.2~~	Underwriting Agreement, dated May 2, 2017, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and Wells Fargo Securities, LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein, on the other hand (included as Exhibit 1.1 to our Current Report on Form 8-K filed on May 8, 2017 and incorporated herein by reference).
~~1.3~~1.2		Underwriting Agreement, dated June 1, 2017, among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc., and Wells Fargo Securities, LLC, J.P. Morgan Securities LLC and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein (included as Exhibit 1.1 to our Current Report on Form 8-K filed on June 7, 2017 and incorporated herein by reference).
~~1.4~~1.3		~~Form~~Underwriting Agreement, dated September 5, 2019, among Healthcare Trust of ~~Equity Distribution Agreement~~America Holdings, LP, Healthcare Trust of America, Inc., and BofA Securities, Inc., J.P. Morgan Securities LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (included as Exhibit 1.1 to our Current Report on Form 8-K filed on September ~~18, 2017~~6, 2019 and incorporated herein by reference).
~~1.5~~1.4		Underwriting Agreement, dated September 14, 2020, among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc., and Wells Fargo Securities, LLC, Jefferies LLC, J.P. Morgan Securities LLC, and U.S. Bancorp Investments, Inc. as representatives of the several underwriters named therein (included as Exhibit 1.1 to our Current Report on Form 8-K filed on September 15, 2020 and incorporated herein by reference).
1.5		Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of ~~Master Forward Confirmation~~America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and J.P. Morgan Securities LLC and JPMorgan Chase Bank, National Association, on the other hand (included as Exhibit 1.1 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
1.6		Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and BMO Capital Markets Corp. and Bank of Montreal, on the other hand (included as Exhibit 1.2 to our Current Report on Form 8-K filed on ~~September 18, 2017~~March 8, 2021 and incorporated herein by reference).
~~2.1~~1.7		Equity Distribution Agreement, ~~of Purchase and Sale (Pool II),~~ dated ~~April 29, 2017,~~March 5, 2021, by and among ~~HTA Acquisition Sub, LLC~~Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and ~~Duke Realty Limited Partnership, Duke Construction Limited Partnership~~MUFG Securities Americas Inc. and ~~certain of their subsidiaries and affiliated entities~~MUFG Securities EMEA plc, on the other hand (included as Exhibit ~~2.1~~1.3 to our Current Report on Form ~~10-Q~~8-K filed on ~~August 1, 2017)~~March 8, 2021 and incorporated herein by reference).
~~2.2~~1.8		Equity Distribution Agreement, ~~of Purchase and Sale (Pool III),~~ dated ~~April 29, 2017,~~March 5, 2021, by and among ~~HTA Acquisition Sub,~~Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and Wells Fargo Securities, LLC and ~~Duke Realty Limited Partnership, Duke Construction Limited Partnership and certain of their subsidiaries and affiliated entities~~Wells Fargo Bank, National Association, on the other hand (included as Exhibit ~~2.2~~1.4 to our Current Report on Form ~~10-Q~~8-K filed on ~~August 1, 2017)~~March 8, 2021 and incorporated herein by reference).
~~2.3~~1.9		Equity Distribution Agreement, ~~of Purchase and Sale (Pool IV),~~ dated ~~April 29, 2017,~~March 5, 2021, by and among ~~HTA Acquisition Sub, LLC~~Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and ~~Duke Realty Limited Partnership, Duke Construction Limited Partnership~~BofA Securities, Inc. and ~~certain~~Bank of ~~their subsidiaries and affiliated entities~~America, N.A., on the other hand (included as Exhibit ~~2.3~~1.5 to our Current Report on Form ~~10-Q~~8-K filed on ~~August 1, 2017)~~March 8, 2021 and incorporated herein by reference).
~~2.4~~1.10		Equity Distribution Agreement, ~~of Purchase and Sale (Pool V),~~ dated ~~April 29, 2017,~~March 5, 2021, by and among ~~HTA Acquisition Sub,~~Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and Jefferies LLC, ~~and Duke Realty Limited Partnership, Duke Construction Limited Partnership and certain of their subsidiaries and affiliated entities~~on the other hand (included as Exhibit ~~2.4~~1.6 to our Current Report on Form ~~10-Q~~8-K filed on ~~August 1, 2017)~~March 8, 2021 and incorporated herein by reference).
~~2.5~~1.11		Equity Distribution Agreement, ~~of Purchase and Sale (Pool VI),~~ dated ~~April 29, 2017,~~March 5, 2021, by and among ~~HTA Acquisition Sub,~~Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and Morgan Stanley & Co. LLC, ~~and Duke Realty Limited Partnership, Duke Construction Limited Partnership and certain of their subsidiaries and affiliated entities~~on the other hand (included as Exhibit ~~2.5~~1.7 to our Current Report on Form ~~10-Q~~8-K filed on ~~August 1, 2017)~~March 8, 2021 and incorporated herein by reference).
~~2.6~~1.12		Equity Distribution Agreement, ~~of Purchase and Sale (Pool VII),~~ dated ~~April 29, 2017,~~March 5, 2021, by and among ~~HTA Acquisition Sub, LLC~~Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and ~~Duke Realty Limited Partnership, Duke Construction Limited Partnership and certain of their subsidiaries and affiliated entities~~Capital One Securities, Inc., on the other hand (included as Exhibit ~~2.6~~1.8 to our Current Report on Form ~~10-Q~~8-K filed on ~~August 1, 2017)~~March 8, 2021 and incorporated herein by reference).
~~2.7~~1.13		Equity Distribution Agreement, ~~of Purchase and Sale (Pool VIII),~~ dated ~~April 29, 2017,~~March 5, 2021, by and among ~~HTA Acquisition Sub,~~Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and BTIG, LLC, ~~and Duke Realty Limited Partnership, Duke Construction Limited Partnership and certain of their subsidiaries and affiliated entities~~on the other hand (included as Exhibit ~~2.7~~1.9 to our Current Report on Form ~~10-Q~~8-K filed on ~~August 1, 2017)~~March 8, 2021 and incorporated herein by reference).
~~2.8~~1.14		Equity Distribution Agreement, ~~of Purchase and Sale (Pool IX),~~ dated ~~April 29, 2017,~~March 5, 2021, by and among ~~HTA Acquisition Sub, LLC~~Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and ~~Duke Realty Limited Partnership, Duke Construction Limited Partnership~~Scotia Capital (USA) Inc. and ~~certain~~the Bank of ~~their subsidiaries and affiliated entities~~Nova Scotia, on the other hand (included as Exhibit ~~2.8~~1.10 to our Current Report on Form ~~10-Q~~8-K filed on ~~August 1, 2017)~~March 8, 2021 and incorporated herein by reference).

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Table of Contents


~~2.9~~1.15			~~Agreement~~Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of ~~Purchase~~America, Inc. and Sale (Pool X), dated April 29, 2017, by and among HTA Acquisition Sub, LLC and Duke Realty Limited Partnership, Duke Construction Limited Partnership and certain of their subsidiaries and affiliated entitiesJPMorgan Chase Bank, National Association (included as Exhibit ~~2.9~~1.11 to our Current Report on Form ~~10-Q~~8-K filed on ~~August 1, 2017)~~March 8, 2021 and incorporated herein by reference).
~~2.10~~1.16			~~Agreement~~Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of ~~Purchase~~America, Inc. and ~~Sale (Pool XI), dated April 29, 2017, by and among HTA Acquisition Sub, LLC and Duke Realty Limited Partnership, Duke Construction Limited Partnership and certain~~Bank of ~~their subsidiaries and affiliated entities~~Montreal (included as Exhibit ~~2.10~~1.12 to our Current Report on Form ~~10-Q~~8-K filed on ~~August 1, 2017)~~March 8, 2021 and incorporated herein by reference).
~~2.11~~1.17			~~Agreement~~Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of ~~Purchase~~America, Inc. and Sale (Pool XII), dated April 29, 2017, by and among HTA Acquisition Sub, LLC and Duke Realty Limited Partnership, Duke Construction Limited Partnership and certain of their subsidiaries and affiliated entitiesMUFG Securities EMEA plc. (included as Exhibit ~~2.11~~1.13 to our Current Report on Form ~~10-Q~~8-K filed on ~~August 1, 2017)~~March 8, 2021 and incorporated herein by reference).
~~2.12~~1.18			~~Agreement~~Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of ~~Purchase~~America, Inc. and Sale (Pool XIII), dated April 29, 2017, by and among HTA Acquisition Sub, LLC and Duke Realty Limited Partnership, Duke Construction Limited Partnership and certain of their subsidiaries and affiliated entitiesWells Fargo Bank, National Association (included as Exhibit ~~2.12~~1.14 to our Current Report on Form ~~10-Q~~8-K filed on ~~August 1, 2017)~~March 8, 2021 and incorporated herein by reference).
~~2.13~~1.19			~~Agreement~~Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of ~~Purchase~~America, Inc. and ~~Sale (Pool XIV), dated April 29, 2017, by and among HTA Acquisition Sub, LLC and Duke Realty Limited Partnership, Duke Construction Limited Partnership and certain~~Bank of ~~their subsidiaries and affiliated entities~~America, N.A. (included as Exhibit ~~2.13~~1.15 to our Current Report on Form ~~10-Q~~8-K filed on ~~August 1, 2017)~~March 8, 2021 and incorporated herein by reference).

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~~Table of Contents~~



~~2.14~~1.20	~~Agreement~~Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of ~~Purchase~~America, Inc. and ~~Sale (Pool XV), dated April 29, 2017, by and among HTA Acquisition Sub,~~Jefferies LLC ~~and Duke Realty Limited Partnership, Duke Construction Limited Partnership and certain of their subsidiaries and affiliated entities~~ (included as Exhibit ~~2.14~~1.16 to our Current Report on Form ~~10-Q~~8-K filed on ~~August 1, 2017)~~March 8, 2021 and incorporated herein by reference).
~~2.15~~1.21		~~Agreement~~Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of ~~Purchase~~America, Inc. and ~~Sale (Pool XVI), dated April 29, 2017, by and among HTA Acquisition Sub,~~Morgan Stanley & Co. LLC ~~and Duke Realty Limited Partnership, Duke Construction Limited Partnership and certain of their subsidiaries and affiliated entities~~ (included as Exhibit ~~2.15~~1.17 to our Current Report on Form ~~10-Q~~8-K filed on ~~August 1, 2017)~~March 8, 2021 and incorporated herein by reference).
~~2.16~~1.22		Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of America, Inc. and The Bank of Nova Scotia (included as Exhibit 1.18 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
2.1		Agreement and Plan of ~~Purchase~~Merger, dated as of February 28, 2022, among Healthcare Realty Trust Incorporated, Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, and ~~Sale (Pool I), dated April 29, 2017, by and among HTA~~HR Acquisition ~~Sub,~~2, LLC ~~and Duke Realty Limited Partnership, Duke Construction Limited Partnership and certain of their subsidiaries and affiliated entities~~ (included as Exhibit 2.1 to our Current Report on Form 8-K filed on ~~May~~March 1, ~~2017~~2022 and incorporated herein by reference).
3.1		Fifth Articles of Amendment and Restatement of Healthcare Trust of America, Inc., effective March 11, 2014 (included as Exhibit 3.1 to our Current Report on Form 8-K filed on March 11, 2014 and incorporated herein by reference).
3.2		Articles of Amendment of Healthcare Trust of America, Inc., effective December 15, 2014 (included as Exhibit 3.1 to our Current Report on Form 8-K filed on December 16, 2014 and incorporated herein by reference).
3.3		Articles of Amendment of Healthcare Trust of America, Inc., effective December 15, 2014 (included as Exhibit 3.2 to our Current Report on Form 8-K filed on December 16, 2014 and incorporated herein by reference).
3.4		Second Amended and Restated Bylaws of Healthcare Trust of America, Inc., effective March 11, 2014 (included as Exhibit 3.2 to our Current Report on Form 8-K filed on March 11, 2014 and incorporated herein by reference).
~~3.5~~	Certificate of Limited Partnership of NNN Healthcare/Office REIT Holdings, L.P. (included as Exhibit 3.3 to our Registration Statement on Form S-4 (File No. 333-190916) filed on August 30, 2013 and incorporated herein by reference).
~~3.6~~3.5		Certificate of Correction to Certificate of Limited Partnership of NNN Healthcare/Office REIT Holdings, L.P. (included as Exhibit 3.4 to our Registration Statement on Form S-4 (File No. 333-190916) filed on August 30, 2013 and incorporated herein by reference).
~~3.7~~3.6		Certificate of Amendment to Certificate of Limited Partnership of NNN Healthcare/Office REIT Holdings, L.P. (included as Exhibit 3.5 to our Registration Statement on Form S-4 (File No. 333-190916) filed on August 30, 2013 and incorporated herein by reference).
~~3.8~~3.7		Amendment to the Certificate of Limited Partnership of NNN Healthcare/Office REIT Holdings, L.P. (included as Exhibit 3.6 to our Registration Statement on Form S-4 (File No. 333-190916) filed on August 30, 2013 and incorporated herein by reference).
~~3.9~~3.8		Certificate of Amendment to Certificate of Limited Partnership of Grubb & Ellis Healthcare REIT Holdings, LP. (included as Exhibit 3.7 to our Registration Statement on Form S-4 (File No. 333-190916) filed on August 30, 2013 and incorporated herein by reference).
~~3.10~~3.9		Certificate of Amendment to Certificate of Limited Partnership of Healthcare Trust of America Holdings, LP (included as Exhibit 3.8 to our Registration Statement on Form S-4 (File No. 333-190916) filed on August 30, 2013 and incorporated herein by reference).
~~3.11~~3.10		Amended and Restated Agreement of Limited Partnership of Healthcare Trust of America Holdings, LP (included as Exhibit 10.1 to our Current Report on Form 8-K filed on December 21, 2012 and incorporated herein by reference).
~~3.12~~3.11		Articles Supplementary of Healthcare Trust of America, Inc., dated July 14, 2017 (included as Exhibit 3.1 to our Current Report on Form 8-K filed on July 14, 2017 and incorporated herein by reference).

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3.12		Fourth Amended and Restated Bylaws of Healthcare Trust of America, Inc., dated April 27, 2020 (included as Exhibit 3.1 to our Current Report on Form 8-K filed on April 29, 2020 and incorporated herein by reference.
4.1		Indenture, dated as of March 28, 2013, among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc. and U.S. Bank National Association, as trustee, including the form of 3.70% Senior Notes due 2023 and the guarantee thereof (included as Exhibit 4.1 to our Current Report on Form 8-K filed on March 28, 2013 and incorporated herein by reference).
4.2		2026 Notes Indenture, dated as of ~~June 26, 2014,~~July 12, 2016, among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc. and U.S. Bank National Association, as trustee, including the form of ~~3.375%~~3.500% Senior Notes due ~~2021~~2026 and the guarantee thereof (included as Exhibit 4.1 to ~~our~~the Operating Partnership’s Current Report on Form 8-K filed on ~~June 26, 2014~~July 12, 2016 and incorporated herein by reference).
~~4.3~~4.2		2022 Notes Indenture, dated as of June 8, 2017, among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc. and U.S. Bank National Association, as trustee, including the form of 2.950% Senior Notes due 2022 and the guarantee thereof (included as Exhibit 4.1 to our Current Report on Form 8-K filed on June 13, 2017 and incorporated herein by reference).
~~4.4~~	2027 Notes Indenture, dated as of June 8, 2017, among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc. and U.S. Bank National Association, as trustee, including the form of 3.750% Senior Notes due 2027 and the guarantee thereof (included as Exhibit 4.2 to our Current Report on Form 8-K filed on June 13, 2017 and incorporated herein by reference).
~~5.1~~4.3		2030 Notes Indenture, dated as of September 16, 2019, among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc. and U.S. Bank National Association, as trustee, including the form of 3.100% Senior Notes due 2030 and the guarantee thereof (included as Exhibit 4.1 to our Current Report on Form 8-K filed on September 16, 2019 and incorporated by reference).
4.4		2031 Notes Indenture, dated as of September 28, 2020, among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc. and U.S. Bank National Association, as trustee, including the form of 2.000% Senior Notes due 2031 and the guarantee thereof (included as Exhibit 4.1 to our Current Report on Form 8-K filed on September 28, 2020 and incorporated herein by reference).
4.5*		Description of Registrant's Securities.
5.1		Opinion of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on September 13, 2016 and incorporated herein by reference).

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5.2	Opinion of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on May 8, 2017 and incorporated herein by reference).
5.3		Opinion of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on June 13, 2017 and incorporated herein by reference).
5.4		Opinion of O’Melveny & Myers LLP (included as Exhibit 5.2 to our Current Report on Form 8-K filed on June 13, 2017 and incorporated herein by reference).
5.5		Opinion of ~~Venable~~O’Melveny & Myers LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on September 18, 2017 and incorporated herein by reference).
~~8.1~~5.6		Opinion of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on December 28, 2018 and incorporated herein by reference).
5.7		Opinion of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on September 16, 2019 and incorporated herein by reference).
5.8		Opinion of O’Melveny & Myers LLP (included as Exhibit 5.2 to our Current Report on Form 8-K filed on September 16, 2019 and incorporated herein by reference).
5.9		Opinion of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on November 29, 2019 and incorporated herein by reference).
5.10		Opinion of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on September 28, 2020 and incorporated herein by reference).
5.11		Opinion of McDermott Will & Emery LLP (included as Exhibit 5.2 to our Current Report on Form 8-K filed on September 28, 2020 and incorporated herein by reference).
5.12		Opinion of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
8.1		Opinion of O’Melveny & Myers LLP as to certain tax matters (included as Exhibit 8.1 to our Current Report on Form 8-K filed on May 8, 2017 and incorporated herein by reference).
8.2		Opinion of O’Melveny & Myers LLP as to certain tax matters (included as Exhibit 8.1 to our Current Report on Form 8-K filed on June 13, 2017 and incorporated herein by reference).
~~10.1†~~8.3		Opinion of O’Melveny & Myers LLP as to certain tax matters (included as Exhibit 8.1 to our Current Report on Form 8-K filed on September 16, 2019 and incorporated herein by reference).
8.4		Opinion of McDermott Will & Emery LLP as to certain tax matters (included as Exhibit 8.1 to our Current Report on Form 8-K filed on September 28, 2020 and incorporated herein by reference).
10.1		Agreement Representing Indemnification Matters, dated February 22, 2021 (included as Exhibit 10.1 to our Annual Report on Form 10-K filed on February 24, 202 1 and incorporated herein by reference).

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10.2		Form of Indemnification Agreement executed by Jay P. Leupp (included as Exhibit 10.2 to our Annual Report on Form 10-K filed on February 18, 2020 and incorporated herein by reference).
10.3		Form of Indemnification Agreement executed by Vicki U. Booth (included as Exhibit 10.1 to our Annual Report on Form 10-K filed on February 19, 2019 and incorporated herein by reference).
10.4		Form of Indemnification Agreement executed by Roberta B. Bowman (included as Exhibit 10.2 to our Annual Report on Form 10-K filed on February 19, 2019 and incorporated herein by reference).
10.5		Form of Indemnification Agreement executed by Daniel S. Henson (included as Exhibit 10.3 to our Annual Report on Form 10-K filed on February 19, 2019 and incorporated herein by reference).
10.6†		Healthcare Trust of America, Inc. Amended and Restated 2006 Incentive Plan, dated February 24, 2011 (included as Exhibit 10.1 to our Current Report on Form 8-K filed on March 2, 2011 and incorporated herein by reference).
~~10.2†~~10.7†		Healthcare Trust of America, Inc. 2006 Independent Directors Compensation Plan, effective as of July ~~8, 2015~~9, 2019 (included as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on July ~~30, 2015~~24, 2019 and incorporated herein by reference).
~~10.3~~10.8		Form of Amended and Restated Indemnification Agreement executed by Scott D. Peters, W. Bradley Blair, II, Maurice J. DeWald, Warren D. Fix, Larry L. Mathis and Gary T. Wescombe (included as Exhibit 10.1 to our Current Report on Form 8-K filed on December 22, 2010 and incorporated herein by reference).
~~10.4~~10.9		~~Form of Indemnification Agreement executed by Mark D. Engstrom (included as Exhibit 10.2 to our Current Report on Form 8-K filed on December 22, 2010 and incorporated herein by reference).~~
~~10.5~~	Form of Indemnification Agreement executed by Amanda L. Houghton (included as Exhibit 10.49 to our Annual Report on Form 10-K filed on March 1, 2013 and incorporated herein by reference).
~~10.6~~10.10		Form of Indemnification Agreement executed by Robert A. Milligan (included as Exhibit 10.50 to our Annual Report on Form 10-K filed on March 1, 2013 and incorporated herein by reference).
~~10.7~~10.11		Form of Indemnification Agreement executed by ~~Steve W. Patterson and~~ Peter N. Foss (included as Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on July 30, 2015 and incorporated herein by reference).
~~10.8~~10.12		Form of LTIP Award Agreement (CEO Version) (included as Exhibit 10.2 to our Current Report on Form 8-K filed on May 18, 2012 and incorporated herein by reference).
~~10.9~~10.13		Form of LTIP Award Agreement (Executive Version) (included as Exhibit 10.3 to our Current Report on Form 8-K filed on May 18, 2012 and incorporated herein by reference).
~~10.10~~10.14		Form of LTIP Award Agreement (Director Version) (included as Exhibit 10.4 to our Current Report on Form 8-K filed on May 18, 2012 and incorporated herein by reference).
~~10.11†~~10.15†		Amended and Restated Employment Agreement between Healthcare Trust of America, Inc. and Scott D. Peters, effective July 8, 2016 (included as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on August 3, 2016 and incorporated herein by reference).
~~10.12†~~10.16†		Amended and Restated Employment Agreement between Healthcare Trust of America, Inc. and Robert A. Milligan, effective July 8, 2016 (included as Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on August 3, 2016 and incorporated herein by reference).
~~10.13†~~10.17†		Amended and Restated Employment Agreement between Healthcare Trust of America, Inc. and Mark D. Engstrom, effective July 8, 2016 (included as Exhibit 10.3 to our Quarterly Report on Form 10-Q filed on August 3, 2016 and incorporated herein by reference).
~~10.14†~~	Amended and Restated Employment Agreement between Healthcare Trust of America, Inc. and Amanda L. Houghton, effective July 8, 2016 (included as Exhibit 10.4 to our Quarterly Report on Form 10-Q filed on August 2, 2016 and incorporated herein by reference).
~~10.15~~10.18		Letter Agreement between Healthcare Trust of America, Inc. and Scott D. Peters dated July 14, 2017 (included as Exhibit 10.1 to our Current Report on Form 8-K filed on July 14, 2017 and incorporated herein by reference).
10.19		Letter Agreement between Healthcare Trust of America, Inc. and Robert A. Milligan dated July 14, 2017 (included as Exhibit 10.2 to our Current Report on Form 8-K filed on July 14, 2017 and incorporated herein by reference).
10.20		Letter Agreement between Healthcare Trust of America, Inc. and Amanda L. Houghton dated July 14, 2017 (included as Exhibit 10.3 to our Current Report on Form 8-K filed on July 14, 2017 and incorporated herein by reference).
10.21		Letter Agreement between Healthcare Trust of America, Inc. and Scott D. Peters dated March 18, 2019 (included as Exhibit 10.1 to our Current Report on Form 8-K filed on March 18, 2019 and incorporated herein by reference).
10.22		Letter Agreement between Healthcare Trust of America, Inc. and Robert A. Milligan dated March 18, 2019 (included as Exhibit 10.2 to our Current Report on Form 8-K filed on March 18, 2019 and incorporated herein by reference).
10.23		Letter Agreement between Healthcare Trust of America, Inc. and Amanda L. Houghton dated March 18, 2019 (included as Exhibit 10.3 to our Current Report on Form 8-K filed on March 18, 2019 and incorporated herein by reference).
10.24		Restricted Stock Award Certificate (included as Exhibit 10.27 to our Annual Report on Form 10-K filed on February 21, 2017 and incorporated herein by reference).

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10.25			Credit Agreement by and among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc., JPMorgan Chase Bank, N.A., as administrative agent, Wells Fargo Bank, N.A. and Deutsche Bank Securities Inc., as syndication agents, U.S. Bank National Association, Fifth Third Bank, Capital One, N.A., Regions Bank, and Compass Bank, as documentation agents, and the Lenders Party Hereto dated March 29, 2012 (included as Exhibit 10.1 to our Current Report on Form 8-K filed on April 2, 2012 and incorporated herein by reference).
~~10.16~~10.26			Guaranty by Healthcare Trust of America, Inc. for the benefit of JPMorgan Chase Bank, N.A., as administrative agent, the Lenders, the Issuing Bank and the Swingline Lender dated March 29, 2012 (included as Exhibit 10.2 to our Current Report on Form 8-K filed on April 2, 2012 and incorporate herein by reference).
~~10.17~~10.27			Credit Agreement by and among Healthcare Trust of America Holdings, LP, Wells Fargo Bank, N.A., as administrative agent, Wells Fargo Securities, LLC, as lead arranger, and the Lenders Party Hereto, dated July 20, 2012 (included as Exhibit 10.8 to our Quarterly Report on Form 10-Q filed on August 9, 2012 and incorporated herein by reference).

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~~Table of Contents~~



~~10.18~~10.28	Guaranty by Healthcare Trust of America, Inc. in favor of Wells Fargo Bank, N.A., as administrative agent dated July 20, 2012 (included as Exhibit 10.9 to our Quarterly Report on Form 10-Q filed on August 9, 2012 and incorporated herein by reference).
~~10.19~~10.29		Term Loan Note (included as Exhibit 10.2 to our Current Report on Form 8-K filed on January 9, 2014 and incorporated herein by reference).
~~10.20~~10.30		First Modification to Credit Agreement (included as Exhibit 10.3 to our Current Report on Form 8-K filed on January 9, 2014 and incorporated herein by reference).
~~10.21~~10.31		Amended and Restated Revolving Credit and Term Loan Agreement, dated November 19, 2014, by and among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc., JP Morgan Chase Bank, N.A., as administrative agent, Wells Fargo Bank, National Association and U.S. Bank National Association, as syndication agents, Bank of Montreal, PNC Bank, National Association, The Bank of Nova Scotia, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as documentation agents, Compass Bank, Fifth Third Bank, Regions Bank, and Capital One, N.A., as managing agents and the lenders party thereto (included as Exhibit 10.1 to our Current Report on Form 8-K filed on November 24, 2014 and incorporated herein by reference).
~~10.22~~10.32		Guaranty dated November 19, 2014, by Healthcare Trust of America, Inc. for the benefit of JPMorgan Chase Bank, N.A., as administrative agent, the Lenders, and Bank of America, N.A., as swing lender and issuing bank (included as Exhibit 10.2 to our Current Report on Form 8-K filed on November 24, 2014 and incorporated herein by reference).
~~10.23~~10.33		Second Modification to Credit Agreement, dated November 19, 2014, by and among Healthcare Trust of America Holdings, LP, Wells Fargo Bank, National Association, and the lenders party thereto (included as Exhibit 10.3 to our Current Report on Form 8-K filed on November 24, 2014 and incorporated herein by reference).
~~10.24~~10.34		First Amendment to the Amended and Restated Revolving Credit and Term Loan Agreement, dated February 11, 2015, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, Bank of America, N.A. and JPMorgan Chase Bank, N.A., as administrative agent for the lenders (included as Exhibit 10.33 to our Annual Report on Form 10-K filed on February 23, 2015 and incorporated herein by reference).
~~10.25~~10.35		Third Modification to the Credit Agreement (included as Exhibit 10.1 in our Current Report on Form 8-K filed on September 29, 2016 and incorporated herein by reference).
~~10.26~~10.36		~~Restricted Stock Award Certificate (included as Exhibit 10.27 to our Annual Report on Form 10K filed on February 21, 2017 and incorporated herein by reference).~~
~~10.27~~	Letter Agreement between Healthcare Trust of America, Inc. and Scott D. Peters dated July 14, 2017 (included as Exhibit 10.1 to our Current Report on Form 8-K filed on July 14, 2017 and incorporated herein by reference).
~~10.28~~	Letter Agreement between Healthcare Trust of America, Inc. and Robert A. Milligan dated July 14, 2017 (included as Exhibit 10.2 to our Current Report on Form 8-K filed on July 14, 2017 and incorporated herein by reference).
~~10.29~~	Letter Agreement between Healthcare Trust of America, Inc. and Amanda L. Houghton dated July 14, 2017 (included as Exhibit 10.3 to our Current Report on Form 8-K filed on July 14, 2017 and incorporated herein by reference).
~~10.30~~	Credit Agreement by and among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc., JPMorgan Chase Bank, N.A., as administrative agent, Wells Fargo Bank, National Association, U.S. Bank National Association, Capital One, N.A., PNC Bank, National Association and Bank of America, N.A., as syndication agents, Bank of Montreal, The Bank of Nova Scotia, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Compass Bank, Fifth Third Bank and Morgan Stanley Senior Funding, Inc., as documentation agents, Regions Bank, as managing agent, and the lenders named therein, dated July 27, 2017 (included as Exhibit 10.1 to our Current Report on Form 8-K filed on July 31, 2017 and incorporated herein by reference).
~~10.31~~10.37		Guaranty dated July 27, 2017, by Healthcare Trust of America, Inc. for the benefit of JPMorgan Chase Bank, N.A., as administrative agent, the Lenders, the Issuing Bank and the Swingline Lender (included as Exhibit 10.2 to our Current Report on Form 8-K filed on July 31, 2017 and incorporated herein by reference).
12.1*10.38		~~Statement Regarding Computation~~Fifth Modification to the Credit Agreement, dated August 1, 2018, by and among Healthcare Trust of ~~Ratio of Earnings~~America Holdings, LP, Wells Fargo, National Association, and the lenders party thereto (included as Exhibit 10.1 to ~~Fixed Charges.~~our Quarterly Report on Form 10-Q filed on August 3, 2018 and incorporated herein by reference).
21.1*10.39		~~Subsidiaries.~~Form of Indemnification Agreement executed by H. Lee Cooper (included as Exhibit 10.1 to our Annual Report on Form 10-K filed on February 18, 2020 and incorporated herein by reference).
23.1*10.40		Agreement Respecting Indemnification Matters, dated November 3, 2020 (included as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on November 4, 2020 and incorporated herein by reference).
10.41†		Healthcare Trust of America, Inc. Amended and Restated 2006 Incentive Plan, dated April 29, 2021 (included as Exhibit 99.1 to our Current Report on Form 8-K filed on July 8, 2021 and incorporated herein by reference).
10.42		Employment Agreement between Healthcare Trust of America, Inc. and Peter N. Foss dated September 16, 2021 (included as Exhibit 10.1 to our Current Report on Form 8-K filed on September 17, 2021 and incorporated herein by reference).

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10.43			Credit Agreement by and among Healthcare Trust of America, LP, Healthcare Trust of America, Inc., JPMorgan Chase Bank, N.A., as administrative agent, Wells Fargo Bank, National Association, U.S. Bank National Association, Capital One, National Association, PNC Bank, National Association and Bank of America, N.A., as syndication agents, Bank of Montreal, The Bank of Nova Scotia, Fifth Third Bank, National Association, Mizuho Bank, LTD., Morgan Stanley Senior Funding, Inc., MUFG Bank, LTD. and Regions Bank, as documentation agents, and the lenders named therein, dated October 6, 2021 (included as Exhibit 10.1 to our Current Report on Form 8-K filed on October 7, 2021 and incorporated herein by reference).
21.1*			Subsidiaries.
23.1*			Consent of Independent Registered Public Accounting Firm - Healthcare Trust of America, Inc.
23.2*			Consent of Independent Registered Public Accounting Firm - Healthcare Trust of America Holdings, LP.
23.3			Consent of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on September 13, 2016 and incorporated herein by reference).
23.4			Consent of KPMG LLP (included as Exhibit 23.1 to our Current Report on Form 8-K filed on May 1, 2017 and incorporated herein by reference).
23.5			Consent of Venable LLP (included as Exhibit 23.1 to our Current Report on Form 8-K filed on May 8, 2017 and incorporated herein by reference).
23.6			Consent of O’Melveny & Myers LLP as to certain tax matters (included as Exhibit 23.2 to our Current Report on Form 8-K filed on May 8, 2017 and incorporated herein by reference).

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23.7	Consent of Venable LLP (included as Exhibit 23.1 to our Current Report on Form 8-K filed on June 13, 2017 and incorporated herein by reference).
23.8		Consent of O’Melveny & Myers LLP (included as Exhibit 5.2 and 8.1 to our Current Report on Form 8-K filed on June 13, 2017 and incorporated herein by reference).
23.9		Consent of KPMG LLP (included as Exhibit 23.1 to our Current Report on Form 8-K/A filed on August 21, 2017 and incorporated herein by reference).
23.10		Consent of Katz, Sapper & Miller, LLP (included as Exhibit 23.2 to our Current Report on Form 8-K/A filed on August 21, 2017 and incorporated herein by reference).
23.11		Consent of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on September 18, 2017 and incorporated herein by reference).
31.1*23.12		Consent of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on September 16, 2019 and incorporated herein by reference).
23.13		Consent of O’Melveny & Myers LLP (included as Exhibit 5.2 and 8.1 to our Current Report on Form 8-K filed on September 16, 2019 and incorporated herein by reference).
23.14		Consent of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on November 29, 2019 and incorporated herein by reference).
23.15		Consent of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on September 28, 2020 and incorporated herein by reference).
23.16		Consents of McDermott Will & Emery LLP (included as Exhibit 5.2 and 8.1 to our current Report on Form 8-K filed on September 28, 2020 and incorporated herein by reference).
23.17		Consent of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
31.1*		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America, Inc.
31.2*		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America, Inc.
31.3*		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America Holdings, LP.
31.4*		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America Holdings, LP.
32.1**		Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America Inc.
32.2**		Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America, Inc.
32.3**		Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America Holdings, LP.
32.4**		Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America Holdings, LP.
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.

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101.CAL*			Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*			Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*			Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*			Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*			~~Filed herewith.~~
**			~~Furnished~~Filed herewith.
†**			Furnished herewith.
†			Compensatory plan or arrangement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned thereunto duly authorized.


	Healthcare Trust of America, Inc.

By:	/s/ Peter N. Foss	Interim President and Chief Executive Officer
	Peter N. Foss	(Principal Executive Officer)
Date:	March 1, 2022

By:	/s/ Robert A. Milligan	Chief Financial Officer
	Robert A. Milligan	(Principal Financial Officer and Principal Accounting Officer)
Date:	March 1, 2022


By:	/s/ Peter N. Foss	Interim President and Chief Executive Officer
	Peter N. Foss	(Principal Executive Officer)
Date:	March 1, 2022

By:	/s/ Robert A. Milligan	Chief Financial Officer
	Robert A. Milligan	(Principal Financial Officer and Principal Accounting Officer)
Date:	March 1, 2022

By:	/s/ W. Bradley Blair, II	Lead Director
	W. Bradley Blair, II
Date:	March 1, 2022

By:	/s/ Vicki U. Booth	Director
	Vicki U. Booth
Date:	March 1, 2022

By:	/s/ H. Lee Cooper	Director
	H. Lee Cooper
Date:	March 1, 2022

By:	/s/ Warren D. Fix	Director
	Warren D. Fix
Date:	March 1, 2022

By:	/s/ Jay P. Leupp	Director
	Jay P. Leupp
Date:	March 1, 2022

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned thereunto duly authorized.


	Healthcare Trust of America Holdings, LP

By:	Healthcare Trust of America, Inc.,
	its General Partner

By:	/s/ Peter N. Foss	Interim President and Chief Executive Officer
	Peter N. Foss	(Principal Executive Officer)
Date:	March 1, 2022

By:	/s/ Robert A. Milligan	Chief Financial Officer
	Robert A. Milligan	(Principal Financial Officer and Principal Accounting Officer)
Date:	March 1, 2022


By:	/s/ Peter N. Foss	Interim President and Chief Executive Officer
	Peter N. Foss	(Principal Executive Officer) of Healthcare Trust of America, Inc.,
Date:	March 1, 2022	general partner of Healthcare Trust of America Holdings, LP

By:	/s/ Robert A. Milligan	Chief Financial Officer
	Robert A. Milligan	(Principal Financial Officer and Principal Accounting Officer) of
Date:	March 1, 2022	Healthcare Trust of America, Inc., general partner of Healthcare Trust
		of America Holdings, LP

By:	/s/ W. Bradley Blair, II	Lead Director of Healthcare Trust of America, Inc., general partner of
	W. Bradley Blair, II	Healthcare Trust of America Holdings, LP
Date:	March 1, 2022

By:	/s/ Vicki U. Booth	Director of Healthcare Trust of America, Inc., general partner of
	Vicki U. Booth	Healthcare Trust of America Holdings, LP
Date:	March 1, 2022

By:	/s/ H. Lee Cooper	Director of Healthcare Trust of America, Inc., general partner of
	H. Lee Cooper	Healthcare Trust of America Holdings, LP
Date:	March 1, 2022

By:	/s/ Warren D. Fix	Director of Healthcare Trust of America, Inc., general partner of
	Warren D. Fix	Healthcare Trust of America Holdings, LP
Date:	March 1, 2022

By:	/s/ Jay P. Leupp	Director of Healthcare Trust of America, Inc., general partner of
	Jay P. Leupp	Healthcare Trust of America Holdings, LP
Date:	March 1, 2022

126



x☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



o☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


					Page
PART I
Item 1.			Business		4
Item 1A.			Risk Factors		22
Item 1B.			Unresolved Staff Comments		43
Item 2.			Properties		44
Item 3.			Legal Proceedings		45
Item 4.			Mine Safety Disclosures		45

						~~Page~~
PART III
~~Item 1.~~			~~Business~~	4
~~Item 1A.~~	~~Risk Factors~~	24
~~Item 1B.~~	~~Unresolved Staff Comments~~	38
~~Item 2.~~	~~Properties~~	39
~~Item 3.~~	~~Legal Proceedings~~	40
~~Item 4.~~	~~Mine Safety Disclosures~~	40

~~PART II~~
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			4146
Item 6.			Selected Financial Data		4348
Item 7.			Management’s Discussion and Analysis of Financial Condition and Results of Operations		4550
Item 7A.			Quantitative and Qualitative Disclosures About Market Risk		6265
Item 8.			Financial Statements and Supplementary Data		6266
Item 9.			Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		6266
Item 9A.			Controls and Procedures		6366
Item 9B.			Other Information		6668

PART III
Item 10.			Directors, Executive Officers and Corporate Governance		6769
Item 11.			Executive Compensation		6769
Item 12.			Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		6769
Item 13.			Certain Relationships and Related Transactions, and Director Independence		6769
Item 14.			Principal Accounting Fees and Services		6769

PART IV
Item 15.			Exhibits, Financial Statement Schedules		6870


Portfolio Diversification by Type	Number of Buildings	Number of States	GLA ⁽¹⁾	Percent of Total GLA		Annualized Base Rent ⁽¹⁾⁽²⁾		Percent of Annualized Base Rent		Portfolio Diversification by Type	Number of Buildings	Number of States	Annualized Base Rent (1)(2)	Percent of Annualized Base Rent		GLA (1)		Percent of Total GLA
Medical Office Buildings										Medical Office Buildings
Single-tenant	118	22	6,408	26.6	%	$	146,821	27.9	%	Single-tenant	125	18	142,161	24.3	%	$	5,765	22.1	%
Multi-tenant	312	31	16,397	68.0		341,838		65.0		Multi-tenant	327	32	403,707	69.1		18,982		72.8
Other Healthcare Facilities										Other Healthcare Facilities
Hospitals	15	7	954	3.9		32,377		6.1		Hospitals	15	7	32,696	5.6		954		3.7
Senior care	3	1	355	1.5		5,242		1.0		Senior care	3	1	5,786	1.0		354		1.4
Total	448	33	24,114	100	%	$	526,278	100	%	Total	470	32	584,350	100	%	$	26,055	100	%

(1) Amounts presented in thousands.										(1) Amounts presented in thousands.
(2) Annualized base rent is calculated by multiplying contractual base rent as of the end of the year by 12 (excluding the impact of abatements, concessions, and straight-line rent).


Health System (1)	Weighted Average Remaining Lease Term (2)	Annualized Base Rent (3)(4)	Percent of Annualized Base Rent		Total Leased GLA (3)		Percent of Leased GLA
Baylor Scott & White Health	5	23,797	4.1	%	$	827	3.6	%
HCA Healthcare	6	22,052	3.8		741		3.2
Highmark-Allegheny Health Network	8	17,681	3.0		927		4.0
Tenet Healthcare Corporation	6	15,046	2.6		600		2.6
Ascension	5	11,823	2.0		485		2.1
Tufts Medical Center	6	11,598	2.0		255		1.1
Steward Health Care	8	10,644	1.8		380		1.6
AdventHealth	4	9,994	1.7		402		1.7
Community Health Systems	7	7,944	1.4		385		1.7
CommonSpirit Health	8	7,884	1.3		356		1.5
Emblem Health	13	7,649	1.3		281		1.2
Trinity Health	6	7,227	1.2		288		1.2
Harbin Clinic	6	7,225	1.2		316		1.4
United Health Group	4	6,426	1.1		279		1.2
Mercy Health	6	6,226	1.1		190		0.8
		173,216	29.6	%	$	6,712	28.9	%

(1) The amounts in this table illustrate only direct leases with selected leading health systems in our portfolio and are not inclusive of all health system tenants.
(2) Amounts presented in years.
(3) Amounts presented in thousands.
(4) Annualized base rent is calculated by multiplying contractual base rent as of the end of the year by 12 (excluding the impact of abatements, concessions, and straight-line rent).



Health System ⁽¹⁾	Weighted Average Remaining Lease Term ⁽²⁾	Total Leased GLA ⁽³⁾	Percent of Leased GLA		Annualized Base Rent ⁽³⁾⁽⁴⁾		Percent of Annualized Base Rent
Baylor Scott & White Health	8	849	3.8	%	$	22,752	4.3	%
Highmark-Allegheny Health Network	5	914	4.1		17,645		3.3
Community Health Systems (TN)	7	738	3.3		16,227		3.1
Greenville Health System	6	806	3.7		15,976		3.0
Ascension Health	2	467	2.1		11,672		2.2
Tufts Medical Center	10	252	1.1		10,251		2.0
Steward Health Care System	9	380	1.7		9,418		1.8
Hospital Corporation of America	3	342	1.6		9,407		1.8
Tenet Healthcare System	8	384	1.7		9,171		1.7
Providence St. Joseph Health	2	262	1.2		8,942		1.7
SCL Health	14	167	0.8		8,238		1.6
Harbin Clinic	10	313	1.4		6,687		1.3
Adventist Health	4	285	1.3		6,228		1.2
Mercy Health	9	251	1.1		6,184		1.2
Atrium Health	3	190	0.9		5,727		1.1
Total		6,600	29.8	%	$	164,525	31.3	%

(1) The amounts in this table illustrate only direct leases with selected top health systems in our portfolio and are not inclusive of all health system tenants.
(2) Amounts presented in years.
(3) Amounts presented in thousands.
(4) Annualized base rent is calculated by multiplying contractual base rent as of the end of the year by 12 (excluding the impact of abatements, concessions, and straight-line rent).



Key Markets	Investment ⁽¹⁾		Percent of Investment		Total GLA ⁽¹⁾	Annualized Base Rent ⁽¹⁾⁽²⁾		Percent of Annualized Base Rent
Dallas, TX	$	843,274	12.1	%	2,053	$	49,243	9.4	%
Houston, TX	430,979		6.2		1,484	31,333		6.0
Boston, MA	410,730		5.9		1,037	33,440		6.4
Tampa, FL	347,764		5.0		943	22,479		4.3
Atlanta, GA	325,186		4.7		1,088	23,197		4.4
Indianapolis, IN	281,768		4.0		1,396	24,742		4.7
Hartford/New Haven, CT	277,509		4.0		969	20,935		4.0
Phoenix, AZ	267,781		3.8		1,315	24,716		4.7
Denver, CO	246,957		3.5		538	17,193		3.3
Orange County/Los Angeles, CA	241,242		3.5		513	13,550		2.6
Miami, FL	228,624		3.3		996	21,416		4.1
Chicago, IL	190,778		2.7		382	11,237		2.1
Raleigh, NC	185,564		2.7		608	14,977		2.8
Albany, NY	179,253		2.6		881	16,042		3.0
Greenville, SC	179,070		2.6		965	18,014		3.4
Austin, TX	164,425		2.3		408	8,320		1.6
Orlando, FL	156,300		2.2		511	10,754		2.0
Pittsburgh, PA	148,612		2.1		1,094	20,735		3.9
White Plains, NY	126,144		1.8		333	7,818		1.5
Milwaukee, WI	116,082		1.7		368	7,492		1.4
Top 20 MSAs	5,348,042		76.7		17,882	397,633		75.6
Additional Top MSAs	1,198,886		17.2		4,527	92,364		17.5
Total Key Markets & Top 75 MSAs	$	6,546,928	93.9	%	22,409	$	489,997	93.1	%

(1) Amounts presented in thousands.
(2) Annualized base rent is calculated by multiplying contractual base rent as of the end of the year by 12 (excluding the impact of abatements, concessions, and straight-line rent).



Expiration ⁽¹⁾	Number of Expiring Leases	Total GLA of Expiring Leases ⁽²⁾	Percent of GLA of Expiring Leases		Annualized Base Rent of Expiring Leases ⁽²⁾⁽³⁾		Percent of Total Annualized Base Rent
Month-to-month	158	323	1.5	%	$	7,210	1.4	%
2018	531	2,021	9.1		46,044		8.8
2019	531	2,377	10.7		61,966		11.8
2020	440	1,978	8.9		47,344		9.0
2021	502	2,577	11.7		56,825		10.8
2022	388	2,226	10.1		52,832		10.0
2023	194	1,506	6.8		30,684		5.8
2024	168	1,792	8.1		40,572		7.7
2025	144	1,001	4.5		21,544		4.1
2026	133	1,082	4.9		21,825		4.1
2027	147	2,042	9.2		56,350		10.7
Thereafter	197	3,214	14.5		83,082		15.8
Total	3,533	22,139	100	%	$	526,278	100	%

(1) Leases scheduled to expire on December 31 of a given year are included within that year in the table.
(2) Amounts presented in thousands.
(3) Annualized base rent is calculated by multiplying contractual base rent as of the end of the year by 12 (excluding the impact of abatements, concessions, and straight-line rent).



2017	High		Low		Dividends Declared Per Share
First Quarter	$	32.37	$	28.61	$	0.300
Second Quarter	33.00		29.23		0.300
Third Quarter	31.87		29.11		0.305
Fourth Quarter	31.69		29.21		0.305
Total					$	1.210


	Year Ended December 31,
(In thousands, except per share data)	2021		2020		2019		2018		2017
Balance Sheet Data as of December 31:
Real estate investments, net	$	6,167,829	$	6,110,165	$	6,045,801	$	5,665,621	$	5,947,874
Total assets	6,889,689		6,790,692		6,638,749		6,188,476		6,449,582
Debt	3,028,122		3,026,999		2,749,775		2,541,232		2,781,031
Non-controlling interests	86,712		60,680		72,635		78,890		84,666
Total equity	3,344,316		3,234,919		3,430,644		3,334,914		3,363,448
Statement of Operations Data:
Total revenues	$	767,073	$	738,965	$	692,040	$	696,426	$	613,990
Rental expenses	236,850		226,859		211,479		220,617		192,147
Net income attributable to common stockholders	98,016		52,618		30,154		213,463		63,916
Net income attributable to common stockholders per share - basic	0.45		0.24		0.15		1.04		0.35
Net income attributable to common stockholders per share - diluted	0.44		0.24		0.14		1.02		0.34
Statement of Cash Flows Data:
Cash flows provided by operating activities	$	385,616	$	387,962	$	340,394	$	337,396	$	307,543
Cash flows (used in) provided by investing activities	(399,855)		(319,260)		(667,289)		176,309		(2,455,096)
Cash flows (used in) provided by financing activities	(47,457)		12,447		230,981		(498,735)		2,241,068
Other Data:
Dividends declared to stockholders	$	286,040	$	277,626	$	260,593	$	253,699	$	227,024
Dividends declared per share	1.29		1.27		1.25		1.23		1.21
Dividends paid in cash to stockholders	281,820		275,816		256,117		252,651		207,087
FFO attributable to common stockholders (1)	386,386		344,699		319,738		335,565		284,226
Normalized FFO attributable to common stockholders (1)	391,810		379,311		344,272		340,400		301,957
NOI (2)	530,223		512,106		480,561		475,809		421,843

(1) For additional information on FFO and Normalized FFO, see Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, which includes a reconciliation to net income or loss attributable to common stockholders and an explanation of why we present these non-GAAP financial measures.
(2) For additional information on NOI, see Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, which includes a reconciliation to net income or loss attributable to common stockholders and an explanation of why we present this non-GAAP financial measure.



	December 31,
(In thousands)	2017		2016		2015		2014		2013
Balance Sheet Data:
Real estate investments, net	$	5,947,874	$	3,503,020	$	2,959,468	$	2,822,844	$	2,526,991
Total assets ⁽¹⁾	6,449,582		3,747,844		3,172,300		3,031,384		2,744,666
Debt ⁽¹⁾	2,781,031		1,768,905		1,590,696		1,402,195		1,206,573
Noncontrolling interests	84,666		93,143		27,534		29,282		12,543
Total equity	3,363,448		1,780,417		1,406,958		1,476,421		1,399,749



	Class A Common Stock					Additional Paid-In Capital			Accumulated Other Comprehensive Loss		Cumulative Dividends in Excess of Earnings			Total Stockholders’ Equity			Noncontrolling Interests			Total Equity
	Shares		Amount			Additional Paid-In Capital			Accumulated Other Comprehensive Loss		Cumulative Dividends in Excess of Earnings			Total Stockholders’ Equity			Noncontrolling Interests			Total Equity
Balance as of December 31, 2014	125,087		$	1,251		$	2,281,932		$	—	$	(836,044	)	$	1,447,139		$	29,282		$	1,476,421
Issuance of common stock, net	1,800		18			43,631			—		—			43,649			—			43,649
Share-based award transactions, net	202		2			5,722			—		—			5,724			—			5,724
Repurchase and cancellation of common stock	(62	)	(1		)	(1,666		)	—		—			(1,667		)	—			(1,667		)
Redemption of noncontrolling interest and other	—		—			(813		)	—		—			(813		)	—			(813		)
Dividends ($1.170 per common share)	—		—			—			—		(147,539		)	(147,539		)	(2,262		)	(149,801		)
Net income	—		—			—			—		32,931			32,931			514			33,445
Balance as of December 31, 2015	127,027		1,270			2,328,806			—		(950,652		)	1,379,424			27,534			1,406,958
Issuance of common stock, net	14,138		141			417,022			—		—			417,163			—			417,163
Issuance of operating partnership units in connection with an acquisition	—		—			—			—		—			—			74,460			74,460
Share-based award transactions, net	391		4			7,067			—		—			7,071			—			7,071
Repurchase and cancellation of common stock	(94	)	(1		)	(2,641		)	—		—			(2,642		)	—			(2,642		)
Redemption of noncontrolling interest and other	257		3			4,564			—		—			4,567			(5,709		)	(1,142		)
Dividends declared ($1.190 per common share)	—		—			—			—		(164,221		)	(164,221		)	(4,457		)	(168,678		)
Net income	—		—			—			—		45,912			45,912			1,315			47,227
Balance as of December 31, 2016	141,719		1,417			2,754,818			—		(1,068,961		)	1,687,274			93,143			1,780,417
Issuance of common stock, net	62,823		628			1,746,328			—		—			1,746,956			—			1,746,956
Issuance of operating partnership units in connection with an acquisition	—		—			—			—		—			—			1,125			1,125
Share-based award transactions, net	230		3			6,867			—		—			6,870			—			6,870
Repurchase and cancellation of common stock	(116	)	(1		)	(3,412		)	—		—			(3,413		)	—			(3,413		)
Redemption of noncontrolling interest and other	236		2			3,927			—		—			3,929			(5,943		)	(2,014		)
Dividends declared ($1.210 per common share)	—		—			—			—		(227,024		)	(227,024		)	(5,203		)	(232,227		)
Net income	—		—			—			—		63,916			63,916			1,538			65,454
Other comprehensive gain	—		—			—			274		—			274			6			280
Balance as of December 31, 2017	204,892		$	2,049		$	4,508,528		$	274	$	(1,232,069	)	$	3,278,782		$	84,666		$	3,363,448


	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Cumulative Dividends in Excess of Earnings		Total Stockholders’ Equity		Non-controlling Interests		Total Equity
	Shares	Amount
Balance as of December 31, 2018	205,267	$	2,053	$	4,525,969	$	307	$	(1,272,305)	$	3,256,024	$	78,890	$	3,334,914
Issuance of common stock, net	11,096	112		322,106		—		—		322,218		—		322,218
Issuance of OP Units in HTALP												2,603		2,603
Issuance of limited partner OP Units in connection with acquisitions	—	—		—		—		—		—		2,000		2,000
Share-based award transactions, net	319	3		10,124		—		—		10,127		—		10,127
Repurchase and cancellation of common stock	(487)	(5)		(12,173)		—		—		(12,178)		—		(12,178)
Redemption of non-controlling interest and other	258	2		8,016		—		—		8,018		(6,293)		1,725
Dividends declared ($1.250 per common share)	—	—		—		—		(260,593)		(260,593)		(5,180)		(265,773)
Net income	—	—		—		—		30,154		30,154		538		30,692
Other comprehensive income	—	—		—		4,239				4,239		77		4,316
Balance as of December 31, 2019	216,453	2,165		4,854,042		4,546		(1,502,744)		3,358,009		72,635		3,430,644
Issuance of common stock, net	1,675	17		50,003		—		—		50,020		—		50,020
Issuance of OP Units in HTALP	—	—		—		—		—		—		1,378		1,378
Share-based award transactions, net	263	3		8,913		—		—		8,916		—		8,916
Repurchase and cancellation of common stock	(174)	(2)		(5,190)		—		—		(5,192)		—		(5,192)
Redemption of non-controlling interest and other	361	3		9,016		—		—		9,019		(9,019)		—
Dividends declared ($1.270 per common share)	—	—		—		—		(277,626)		(277,626)		(4,853)		(282,479)
Net income	—	—		—		—		52,618		52,618		890		53,508
Other comprehensive loss	—	—		—		(21,525)		—		(21,525)		(351)		(21,876)
Balance as of December 31, 2020	218,578	2,186		4,916,784		(16,979)		(1,727,752)		3,174,239		60,680		3,234,919
Issuance of common stock, net	9,419	94		251,156		—		—		251,250		—		251,250
Issuance of OP Units in HTALP	—	—		—		—		—		—		35,785		35,785
Share-based award transactions, net	391	4		7,258		—		—		7,262		—		7,262
Repurchase and cancellation of common stock	(125)	(1)		(3,413)		—		—		(3,414)		—		(3,414)
Redemption of non-controlling interest and other	617	6		6,347		—		—		6,353		(6,353)		—
Dividends declared ($1.290 per common share)	—	—		—		—		(286,040)		(286,040)		(5,344)		(291,384)
Net income	—	—		—		—		98,016		98,016		1,768		99,784
Other comprehensive income	—	—		—		9,938		—		9,938		176		10,114
Balance as of December 31, 2021	228,880	$	2,289	$	5,178,132	$	(7,041)	$	(1,915,776)	$	3,257,604	$	86,712	$	3,344,316



	General Partners’ Capital					Limited Partners’ Capital					Total Partners’ Capital
	Units		Amount			Units		Amount			Total Partners’ Capital
Balance as of December 31, 2014	125,087		$	1,447,409		2,155		$	29,012		$	1,476,421
Issuance of general partner units, net	1,800		43,649			—		—			43,649
Share-based award transactions, net	202		5,724			(225	)	—			5,724
Redemption and cancellation of general partner units	(62	)	(1,667		)	—		—			(1,667		)
Redemption of limited partner units and other	—		(813		)	—		—			(813		)
Distributions ($1.170 per common unit)	—		(147,539		)	—		(2,262		)	(149,801		)
Net income	—		32,931			—		514			33,445
Balance as of December 31, 2015	127,027		1,379,694			1,930		27,264			1,406,958
Issuance of general partner units, net	14,138		417,163			—		—			417,163
Issuance of limited partner units in connection with an acquisition	—		—			2,650		74,460			74,460
Share-based award transactions, net	391		7,071			—		—			7,071
Redemption and cancellation of general partner units	(94	)	(2,642		)	—		—			(2,642		)
Redemption of limited partner units and other	257		4,567			(257	)	(5,709		)	(1,142		)
Distributions declared ($1.190 per common unit)	—		(164,221		)	—		(4,457		)	(168,678		)
Net income	—		45,912			—		1,315			47,227
Balance as of December 31, 2016	141,719		1,687,544			4,323		92,873			1,780,417
Issuance of general partner units, net	62,823		1,746,956			—		—			1,746,956
Issuance of limited partner units in connection with an acquisition	—		—			38		1,125			1,125
Share-based award transactions, net	230		6,870			—		—			6,870
Redemption and cancellation of general partner units	(116	)	(3,413		)	—		—			(3,413		)
Redemption of limited partner units and other	236		3,929			(237	)	(5,943		)	(2,014		)
Distributions declared ($1.210 per common unit)	—		(227,024		)	—		(5,203		)	(232,227		)
Net income	—		63,916			—		1,538			65,454
Other comprehensive gain	—		274			—		6			280
Balance as of December 31, 2017	204,892		$	3,279,052		4,124		$	84,396		$	3,363,448



	Year Ended December 31, 2016						Year Ended December 31, 2015
	As Previously Reported			As Reclassified			As Previously Reported			As Reclassified
Cash flows from investing activities:
Other assets ⁽¹⁾	$	2,078		$	—		$	4,711		$	(196	)
Net cash used in investing activities	(606,315		)	(608,393		)	(269,264		)	(274,171		)

Net change in cash, cash equivalents and restricted cash ⁽²⁾	$	(1,839	)	$	(3,917	)	$	2,657		$	(2,250	)
Cash, cash equivalents and restricted cash - beginning of year ⁽²⁾	13,070			28,962			10,413			31,212
Cash, cash equivalents and restricted cash - end of year ⁽²⁾	$	11,231		$	25,045		$	13,070		$	28,962

(1) Prior to adoption of ASU 2016-18 line item description was Restricted cash, escrow deposits and other assets.
(2) With the adoption of ASU 2016-18 line item description now includes restricted cash.


	December 31, 2021
Land	$	2,401
Buildings and Improvements	27,408
Lease intangibles	4,769
	34,578
Accumulated depreciation and amortization	(8,148)
Real estate assets held for sale, net	26,430
Receivables and other assets, net	640
Assets held for sale, net	$	27,070


Intangible liabilities, net	$	262
Liabilities of assets held for sale	$	262


			Stated Interest Rate		Maximum Loan Commitment		Outstanding Loan Amount
	Origination Date	Maturity Date					December 31, 2021
Mezzanine Loans - Texas (1)	6/24/2021	6/24/2024	8	%	$	54,119	$	49,319
Mezzanine Loan - North Carolina	12/22/2021	12/22/2024	8	%	6,000		6,000
Mortgage Loan - Texas	6/30/2021	7/1/2022	10	%	15,000		15,000
							70,319
Accrued interest receivable							54
Unamortized fees and costs							(526)
Unearned revenue							(733)
							$	69,114

(1) Interest on these mezzanine loans is accrued and funded utilizing interest reserves, which is included in the maximum loan commitment, and such accrued interest is added to the note receivable balance.



~~Accounting Pronouncement~~	~~Description~~	~~Effective Date~~	~~Effect on financial statements~~
~~ASU 2017-01~~ ~~Business Combinations:~~ ~~Clarifying the Definition of a Business~~ ~~(Issued January 2017)~~	ASU 2017-01 clarifies the definition of a business by adding guidance to assist entities evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting, including, but not limited to, acquisitions, disposals, goodwill and consolidation.	~~ASU 2017-01 is effective for fiscal years beginning after December 15, 2017 with early adoption permitted.~~	We adopted ASU 2017-01 as of January 1, 2017 on a prospective basis. We expect that the majority of our future investments in real estate will be accounted for as asset acquisitions under ASU 2017-01. The adoption of ASU 2017-01 will impact how we account for acquisition-related expenses and contingent consideration, which may result in lower acquisition-related expenses and eliminate fair value adjustments related to future contingent consideration arrangements.
~~ASU 2016-15~~ ~~Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments~~ ~~(Issued August 2016)~~	ASU 2016-15 clarifies the guidance on the classification of certain cash receipts and payments in the statement of cash flows to reduce diversity in practice with respect to: (i) debt prepayment or debt extinguishment costs; (ii) settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; (iii) contingent consideration payments made after a business combination; (iv) proceeds from the settlement of insurance claims; (v) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies; (vi) distributions received from equity method investees; (vii) beneficial interests in securitization transactions; and (viii) separately identifiable cash flows and application of the predominance principle.	~~ASU 2016-15 is effective for fiscal years beginning after December 15, 2017 with early adoption permitted.~~	We adopted ASU 2016-15 as of January 1, 2017 and applied the standard retrospectively for all periods presented. Based on our final assessment we have determined that the presentation of debt prepayments or debt extinguishment costs and distributions from equity method investments are directly applicable to us. Debt prepayments or debt extinguishment costs are currently classified as a component to net cash used by financing activities in our accompanying statements of cash flows and will continue to be recorded as such. As part of the adoption, we have elected the cumulative earnings approach for the treatment and classification of distributions received from unconsolidated joint venture. These distributions will be reported as a component to net cash provided by operating activities in our accompanying consolidated statements of cash flows. There will be no reclassifications or material impacts on our consolidated financial statements as a result of this adoption.
~~ASU 2016-18~~ ~~Statement of Cash Flows: Restricted Cash~~ ~~(Issued November 2016)~~	ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows.	~~ASU 2016-18 is effective for fiscal years beginning after December 15, 2017 with early adoption permitted.~~	We adopted ASU 2016-18 as of January 1, 2017 and applied the standard retrospectively for all periods presented. Restricted cash and escrow deposits consist primarily of cash escrowed for real estate acquisitions, real estate taxes, property insurance and capital improvements. We will provide a reconciliation of the changes in cash, cash equivalents and restricted cash within our accompanying consolidated balance sheets to the consolidated statement of cash flows. We will also provide a reclassification disclosure for the movement of restricted cash out of cash flows from investing activities.



	December 31, 2017				December 31, 2016
	Balance			Weighted Average Remaining Amortization in Years	Balance			Weighted Average Remaining Amortization in Years
Assets:
In place leases	$	474,252		9.8	$	294,597		9.7
Tenant relationships	164,947			10.2	172,974			10.6
Above market leases	40,082			6.3	28,401			6.3
Below market leasehold interests	92,362			63.4	38,136			60.4
	771,643				534,108
Accumulated amortization	(312,655		)		(256,305		)
Total	$	458,988		19.5	$	277,803		16.1

Liabilities:
Below market leases	$	61,820		14.7	$	34,370		18.6
Above market leasehold interests	20,610			50.1	11,632			53.0
	82,430				46,002
Accumulated amortization	(14,227		)		(8,946		)
Total	$	68,203		25.0	$	37,056		28.5



	Gain (Loss) Recognized in OCI on Derivative (Effective Portion):						Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion):						Gain (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing):
	Year Ended December 31,						Year Ended December 31,						Year Ended December 31,
Derivatives Cash Flow Hedging Relationships:	2017			2016		Statement of Operations Location	2017			2016		Statement of Operations Location	2017		2016
Interest rate swaps	$	(338	)	$	—	Interest related to derivative financial instruments	$	(618	)	$	—	Interest related to derivative financial instruments	$	43	$	—



	Offsetting of Derivative Assets
	Gross Amounts of Recognized Assets		Gross Amounts in the Consolidated Balance Sheets		Net Amounts of Assets Presented in the Consolidated Balance Sheets		Financial Instruments		Cash Collateral Received		Net Amount
December 31, 2017	$	1,529	$	—	$	1,529	$	—	$	—	$	1,529
December 31, 2016	541		—		541		—		—		541



	Offsetting of Derivative Liabilities
	Gross Amounts of Recognized Liabilities		Gross Amounts in the Consolidated Balance Sheets		Net Amounts of Liabilities Presented in the Consolidated Balance Sheets		Financial Instruments		Cash Collateral Received		Net Amount
December 31, 2017	$	1,089	$	—	$	1,089	$	—	$	—	$	1,089
December 31, 2016	1,920		—		1,920		—		—		1,920



	Level 1		Level 2		Level 3		Total
Assets:
Derivative financial instruments	$	—	$	1,529	$	—	$	1,529
Liabilities:
Derivative financial instruments	$	—	$	1,089	$	—	$	1,089


	Quarter Ended (1)
2021	March 31		June 30		September 30		December 31
Revenues	$	191,493	$	188,615	$	191,262	$	195,703
Net income	22,393		38,739		22,042		16,610
Net income attributable to common stockholders	22,030		38,011		21,672		16,303
Earnings per common share - basic:
Net income attributable to common stockholders	$	0.10	$	0.17	$	0.10	$	0.07
Earnings per common share - diluted:
Net income attributable to common stockholders	$	0.10	$	0.17	$	0.10	$	0.07

(1) The sum of the individual quarterly amounts may not agree to the annual amounts included in the accompanying consolidated statements of operations due to rounding.



	Quarter Ended ⁽¹⁾
2017	March 31		June 30			September 30		December 31
Revenues	$	124,347	$	139,879		$	175,994	$	173,770
Net income (loss)	14,000		(5,852		)	13,957		43,472
Net income (loss) attributable to common stockholders	13,545		(5,918		)	13,763		42,526
Earnings per common share - basic:
Net income (loss) attributable to common stockholders	$	0.10	$	(0.03	)	$	0.07	$	0.21
Earnings per common share - diluted:
Net income (loss) attributable to common stockholders	$	0.09	$	(0.03	)	$	0.07	$	0.20

(1) The sum of the individual quarterly amounts may not agree to the annual amounts included in the accompanying consolidated statements of operations due to rounding.



	Balance at Beginning of Period		Charged to Expenses		Adjustments to Valuation Accounts		Deductions			Balance at End of Period
2017 - Allowance for doubtful accounts	$	2,024	$	438	$	—	$	(226	)	$	2,236
2016 - Allowance for doubtful accounts	2,150		846		—		(972		)	2,024
2015 - Allowance for doubtful accounts	2,017		828		—		(695		)	2,150