☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 ofRegulation S-T ~~(§232.405 of this chapter)~~ during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated ~~filer,”~~filer”, “smaller reporting ~~company,”~~company” and “emerging growth company” inRule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~November 3, 2017,~~August 4, 2023, Medical Properties Trust, Inc. had ~~364,156,080~~598.4 million shares of common stock, par value $0.001, outstanding.

This report combines the Quarterly Reports on Form 10-Q for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2023 of Medical Properties Trust, Inc., a Maryland corporation, and MPT Operating Partnership, L.P., a Delaware limited partnership, through which Medical Properties Trust, Inc. conducts substantially all of its operations. Unless otherwise indicated or unless the context requires otherwise, all references in this report to “we,” “us,” “our,” ~~“our company,”~~ “Medical Properties,” “MPT,” or ~~“the company”~~the “company” refer to Medical Properties Trust, Inc. together with its consolidated subsidiaries, including MPT Operating Partnership, L.P. Unless otherwise indicated or unless the context requires otherwise, all references to ~~“our operating partnership” or “the operating~~“operating partnership” refer to MPT Operating Partnership, L.P. together with its consolidated subsidiaries.

Typically, our loans are collateralized by assets of the borrower (some assets of which are on the premises of facilities owned by us) and further supported by limited guarantees made by certain principals of the borrower.

~~See Note 3 and 7 for additional description of the nature, purpose and activities of our more significant VIEs and interests therein, such as Ernest Health, Inc. (“Ernest”).~~

3. Real Estate and ~~Lending~~Other Activities

~~Acquisitions~~New Investments

We acquired or invested in the following net assets (in thousands):

   Nine Months
Ended September 30,
   2017    2016
Assets Acquired

Land and land improvements
   $ 196,094    $ 13,602
Building
   987,442    125,744
Intangible lease assets — subject to amortization (weighted average useful life 28.7 years for 2017 and 19.4 years for 2016)
   128,961    10,754
Net investments in direct financing leases
   40,450    63,000
Mortgage loans
   700,000    —
Equity investments
   100,000    —
Liabilities assumed
   (878 )    —




Total assets acquired
   $ 2,152,069    $ 213,100
Loans repaid (1)
   —      (93,262 )




Total net assets acquired
   $ 2,152,069    $ 119,838


	For the Six Months Ended June 30,
	2023			2022

Land and land improvements	$	28,916		$	34,204
Buildings		114,966			290,256
Intangible lease assets — subject to amortization (weighted-average useful life of 24.8 years for 2023 and 20.1 years for 2022)		16,305			16,949
Mortgage loans		—			100,000
Investments in unconsolidated real estate joint ventures		—			399,456
Investments in unconsolidated operating entities		50,000			131,105
Other loans		25,000			—
Liabilities assumed		—			(25,727	)
	$	235,187		$	946,243
Loans repaid(1)		(22,900	)		—
Total net assets acquired	$	212,287		$	946,243

~~(1)~~

~~$93.3 million loans advanced to Capella (now RCCH Healthcare Partners (“RCCH”)) in 2015 and repaid in 2016 as a part of the Capella Transaction discussed below.~~

(1)

The ~~purchase price allocations attributable~~2023 column includes a $23 million mortgage loan that was converted to ~~the 2017 acquisitions and certain acquisitions made~~fee simple ownership of one property as described under Lifepoint Transaction below.

2023 Activity

Prospect Transaction

In August 2019, we invested in the last quarter of 2016 are preliminary. When all relevant information is obtained, resulting changes, if any, to our provisional purchase price allocation will be adjusted to reflect new information obtained about the facts and circumstances that existed as of the respective acquisition dates that, if known, would have affected the measurement of the amounts recognized as of those dates.

~~2017 Activity~~

~~Steward Transactions~~

~~On September 29, 2017, we acquired from IASIS Healthcare LLC (“IASIS”)~~ a portfolio of ~~ten~~14 acute care hospitals in three states (California, Pennsylvania, and ~~one behavioral health facility, along with ancillary land and buildings, that are located in Arizona, Utah, Texas, and Arkansas. The portfolio is now~~Connecticut) operated by Steward Health Care System LLC (“Steward”), which separately completed its acquisition of IASIS on September 29, 2017. Our investment in the portfolio includes the acquisition of eight acute care hospitals and ~~one behavioral health facility for approximately $700 million, the making of $700 million in mortgage loans on two acute care hospitals, and a $100 million minority equity contribution in Steward,~~master leased to or mortgaged by Prospect Medical Holdings, Inc. ("Prospect") for a combined investment of approximately ~~$1.5~~$1.5 billion. ~~The nine facilities acquired are being leased to Steward pursuant to the original long-term master lease agreement entered into in October 2016 that had an initial 15-year~~In addition, we originated a $112.9 million term ~~with three 5-year extension options, plus annual inflation-based escalators. The terms of the mortgage~~ loan ~~are substantially similar~~cross-defaulted to the master ~~lease.~~

~~On May 1, 2017,~~lease and mortgage loan agreements and further secured by a parent guaranty. In the 2022 second quarter, we ~~acquired eight hospitals previously affiliated~~funded an additional $100 million towards the existing mortgage loan that was secured by a first lien on a California hospital. Prospect's operations were negatively impacted by the coronavirus ("COVID-19") global pandemic commencing in early 2020, but Prospect continued to remain current with ~~Community Health Systems, Inc. in Florida, Ohio,~~respect to contractual rent and ~~Pennsylvania for an aggregate purchase price~~interest payments until the fourth quarter of ~~$301.3 million. These facilities are leased to Steward, pursuant~~2022. Accordingly, and due further to the ~~original long-term master lease with Steward.~~

~~MEDIAN Transactions~~

~~During the~~termination of certain refinancing negotiations between Prospect and certain third ~~quarter of 2017,~~parties in early 2023, we ~~acquired two rehabilitation hospitals in Germany for~~recorded an ~~aggregate purchase price of €39.2~~approximate $280 million ~~in addition to 11 rehabilitation hospitals in Germany that we acquired~~impairment charge in the ~~second quarter~~2022 fourth quarter. As part of 2017 for an aggregate purchase price of €127 million. These 13 properties are leased to affiliates of Median Kliniken S.a.r.l. (“MEDIAN”), pursuant to a third master lease that has a fixed term ending in August 2043 with annual escalators atthis charge, we reduced the ~~greater of one percent or 70% of German consumer price index. These acquisitions are the final properties~~carrying value of the ~~portfolio~~underperforming Pennsylvania properties by approximately $170 million (to approximately $250 million) and reserved all unbilled rent accruals for a total of ~~20 properties~~$112 million.

However, Prospect continued to pursue a recapitalization plan; and, in ~~Germany that~~late March 2023, Prospect received a binding commitment from several lenders to provide liquidity to pay down certain debt instruments. Along with these commitments from third-party lenders, we agreed to ~~acquire in July 2016 for €215.7 million, of which seven properties totaling €49.5 million closed in December 2016.~~

~~On June 22, 2017, we acquired an acute care hospital in Germany for a purchase price of €19.4 million of which €18.6 million was paid upon closing~~pursue certain transactions with the remainder being paid over four years. This property is leased to affiliates of MEDIAN, pursuant to an existing master lease agreement that ends in December 2042 with annual escalators at the greater of one percent or 70% of the German consumer price index.

~~On January 30, 2017, we acquired an inpatient rehabilitation hospital in Germany for €8.4 million. This acquisition was the final property to close~~Prospect as part of their recapitalization plan, including originating a $50 million convertible loan to PHP Holdings, the ~~six hospital portfolio that~~managed care business of Prospect, in the first quarter of 2023.

On May 23, 2023, Prospect completed its recapitalization plan, which included receiving $375 million in new financing from several lenders. Along with this new debt capital from third-party lenders, we agreed to ~~buy~~the following restructuring of our $1.7 billion investment in Prospect including: a) maintaining the master lease covering six California hospitals with no changes in rental rates or escalator provisions, and with the expectation that Prospect will begin making cash payments for a substantial portion of the contractual monthly rent due on these California properties starting in September ~~2016~~2023, b) transition the Pennsylvania properties back to Prospect in return for ~~an aggregate amount of €44.1 million. This property is leased to affiliates of MEDIAN pursuant to the original long-term master lease agreement reached with MEDIAN in 2015.~~

~~Other Transactions~~

~~On June 1, 2017, we acquired the real estate assets of Ohio Valley Medical Center,~~ a 218-bed acute care hospital located in Wheeling, West Virginia, and the East Ohio Regional Hospital, a 139-bed acute care hospital in Martins Ferry, Ohio, from Ohio Valley Health Services, a not-for-profit entity in West Virginia, for an aggregate purchase price of approximately $40 million. We simultaneously leasedfirst lien mortgage on the facilities, to Alecto Healthcare Services LLC (“Alecto”), the current operator of three facilities in our portfolio, pursuant to a lease with a 15-year initial term with 2% annual minimum rent increases and three 5-year extension options. The facilities are cross-defaulted and cross-collateralized with our other hospitals currently operated by Alecto. We also agreed toc) provide up to ~~$20.0~~$75 million in ~~capital improvement funding~~a loan secured by a first lien on ~~these two facilities - none~~Prospect's accounts receivable and certain other assets, of which ~~has been~~we funded $25 million on May 23, 2023, d) complete the previously disclosed sale of the Connecticut properties to ~~date. With these acquisitions, we also obtained~~Yale New Haven ("Yale"), as more fully described in Note 9 to the condensed consolidated financial statements, and e) obtain a ~~20%~~non-controlling ownership interest in PHP Holdings of approximately $654 million, after applying a discount for lack of marketability, consisting of an approximate $68 million equity investment and $586 million loan convertible into equity of PHP Holdings (collectively, the ~~operator of these facilities.~~

~~On May 1, 2017, we acquired the real estate of St. Joseph Regional Medical Center, a 145-bed acute care hospital in Lewiston, Idaho for $87.5 million.~~"Prospect Transaction"). This ~~facility is leased to RCCH, pursuant to the existing long-term master lease entered into with RCCH in April 2016.~~

From the respective acquisition dates, the properties acquired in 2017 contributed $16.7 million of revenue and $12.7 million of income (excluding related acquisition expenses and taxes) for the three months ended September 30, 2017, and $25.1 million of revenue and $18.8 million of income (excluding related acquisition expenses and taxes) for the nine months ended September 30, 2017. In addition, we expensed $5.4 million and $15.6 million of acquisition-related costs on these 2017 acquisitions for the three and nine months ended September 30, 2017, respectively.

~~2016 Activity~~

~~On July 22, 2016, we acquired an acute care facility in Olympia, Washington~~non-controlling ownership interest was received in exchange for unpaid rent and interest through December 2022, previously unrecorded rent and interest revenue in 2023 totaling approximately $68 million, our $151 million mortgage loan on a ~~$93.3~~California property, our $112.9 million term loan, and ~~an additional $7 million in cash. The property has been leased to RCCH on terms substantially similar to those of the existing long-term master lease entered into with RCCH in April 2016.~~

On June 22, 2016, we closed on the last property of the €688 million MEDIAN transaction, that was announced on April 29, 2015, for a purchase price of €41.6 million. Upon acquisition, this property became subject to an existing master lease between us and affiliates of MEDIAN that has a lease term ending December 2042 and annual escalatorsother obligations at the ~~greater~~time of ~~one percent or 70% of the German consumer price index.~~such investment.

~~On May 2, 2016,~~At June 30, 2023, we acquired an acute care hospital in Newark, New Jersey for an aggregate purchase price of $63 million leased to Prime Healthcare Services, Inc. (“Prime”) pursuant to a new fifth master lease, which had a 15-year term with three five-year extension options, plus consumer price-indexed increases, limited to a 2% floor. Furthermore, we committed to advance an additional $30 million to Prime over a three-year period to be used solely for capital additions to the real estate; any such additions will be added to the basis upon which the lessee will pay us rents. None of the additional $30 million has been funded to date.

From the respective acquisition dates, the properties acquired during the nine months ended September 30, 2016, contributed $4.6 million and $3.8 million of revenue and income (excluding related acquisition expenses), respectively, for the three months ended September 30, 2016. From the respective acquisition dates, the properties acquired during the nine months ended September 30, 2016 contributed $5.7 million and $4.9 million of revenue and income (excluding related acquisition expenses), respectively, for the nine months ended September 30, 2016. In addition, we incurred $2.4 million of acquisition-related costs on the 2016 acquisitions for the nine months ended September 30, 2016.

~~Pro Forma Information~~

The following unaudited supplemental pro forma operating data is presented for the three and nine months ended September 30, 2017 and 2016, as if each acquisition was completed on January 1, 2016 and January 1, 2015 for the period ended September 30, 2017 and 2016, respectively. Supplemental pro forma earnings were adjusted to exclude acquisition-related costs on consummated deals incurred. The unaudited supplemental pro forma operating data is not necessarily indicative of what the actual results of operations would have been assuming the transactions had been completed as set forth above, nor do they purport to representbelieve our ~~results of operations for future periods (in thousands, except per share/unit amounts).~~

   For the Three Months    For the Nine Months
   Ended September 30,    Ended September 30,
   2017    2016    2017    2016
Total revenues
   $ 209,368    $ 207,898    $ 623,635    $ 622,798
Net income
   $ 102,112    $ 107,863    $ 311,306    $ 307,645
Net income per share/unit — diluted
   $ 0.28    $ 0.30    $ 0.85    $ 0.84

~~Development Activities~~

~~During the first nine months of 2017, we completed construction on the following facilities:~~

Adeptus Health, Inc. (“Adeptus Health”) – We completed four acute care facilities for this tenant during 2017 totaling approximately $68 million in development costs. These facilities are leased pursuant to an existing long-term master lease.

IMED Group (“IMED”) – Our general acute facility located in Valencia, Spain opened on March 31, 2017, and is being leased to IMED pursuant to a 30-year lease that provides for quarterly fixed rent payments beginning six months from the lease start date with annual increases of 1% beginning April 1, 2020. Our ownership in this facility is effected through a joint venture between us and clients of AXA Real Estate, in which we own a 50% interest. Our share of the aggregate purchase and development cost of this facility is approximately €21 million.

In April 2017, we completed the acquisition of the long leasehold interest of a development site in Birmingham, England from the Circle Health Group (“Circle”) (the tenant of our existing site in Bath, England) for a purchase price of £2.7 million. Simultaneously with the acquisition, we entered into contracts with the property landlord and the Circle committing us to construct an acute care hospital on the site. Our total development costs are anticipated to be approximately £30 million. Circle is contracted to enter into a lease of the hospital following completion of construction for an initial 15-year term with rent to be calculated based on our total development costs.

~~See table below for a status update on our current development projects (in thousands):~~

Property
   Commitment    Costs
Incurred
as of
September 30, 2017    Estimated
Completion
Date
Ernest (Flagstaff, Arizona)
   $ 28,067    $ 16,619    1Q 2018
Circle (Birmingham, England)
   43,221    11,389    1Q 2019





   $ 71,288    $ 28,008

~~Disposals~~

~~2017 Activity~~

On March 31, 2017, we sold the EASTAR Health System real estate located in Muskogee, Oklahoma, which was leased to RCCH. Total proceeds from this transaction were approximately $64 million resulting in a gain of $7.4 million, partially offset by a $0.6 million non-cash charge to revenue to write-off related straight-line rent receivables on this property.

~~2016 Activity~~

~~Capella Transaction~~

~~Effective April 30, 2016, our~~remaining investment in the ~~operator~~Prospect real estate and other assets are fully recoverable, but no assurances can be given that we will not have any further impairments in future periods.

Lifepoint Transaction

On February 7, 2023, a subsidiary of ~~Capella Healthcare,~~Lifepoint Health, Inc. ~~(“Capella”~~("Lifepoint") ~~merged with Regional Care Hospital Partners, Inc. (“Regional Care”~~acquired a majority interest in Springstone (now Lifepoint Behavioral Health, "Lifepoint Behavioral") ~~(an affiliate~~(the "Lifepoint Transaction") based on an enterprise value of ~~certain funds managed by affiliates of Apollo Global Management, LLC. (“Apollo”)) to form RCCH.~~$250 million. As part of the transaction, we received ~~net proceeds~~approximately $205 million in full satisfaction of ~~approximately $550 million~~our initial acquisition loan, including ~~approximately $492 million for~~accrued interest, and we retained our minority equity investment ~~and loans made as~~in the operations of Lifepoint Behavioral. Separately, we converted a mortgage loan (as part of our initial acquisition in 2021) into the ~~original Capella transaction that closed on August 31, 2015.~~fee simple ownership of a property in Washington, which will be leased, along with the other 18 behavioral health hospitals already leased to Lifepoint Behavioral, under the master lease agreement. In ~~addition, we received $210 million in prepayment of two mortgage loans for hospitals in Russellville, Arkansas, and Lawton, Oklahoma, that we made in~~ connection with the ~~original Capella transaction. We made a new $93.3 million loan~~Lifepoint Transaction, Lifepoint extended its current lease with us on eight existing general acute care hospitals by five years to 2041.

Other Transactions

In the second quarter of 2023, we acquired three inpatient rehabilitation facilities for a ~~hospital property~~total of approximately €70 million. These hospitals are leased to Median Kliniken S.á.r.l ("MEDIAN") pursuant to a long-term master lease with annual inflation-based escalators.

On April 14, 2023, we acquired five behavioral health hospitals located in ~~Olympia, Washington~~the United Kingdom for approximately £44 million. These hospitals are leased to Priory Group ("Priory") pursuant to five separate lease agreements with annual inflation-based escalators.

2022 Activity

Macquarie Transaction

On March 14, 2022, we completed a transaction with Macquarie Asset Management (“MAM”), an unrelated party, to form a partnership (the “Macquarie Transaction”), pursuant to which we contributed eight Massachusetts-based general acute care hospitals that ~~was subsequently converted~~are leased to Steward Health Care System LLC ("Steward"), and a fund managed by MAM acquired, for cash consideration, a 50% interest in the partnership. The transaction valued the portfolio at approximately $1.7 billion, and we recognized a gain on sale of real estate ~~on July 22, 2016. Additionally, we and an Apollo affiliate invested $50~~of approximately $600 million ~~each in unsecured senior notes issued by RegionalCare, which we sold to a large institution on June 20, 2016 at par. The proceeds~~ from this transaction, ~~represented~~partially offset by the ~~recoverability~~write-off of unbilled straight-line rent receivables. The partnership raised nonrecourse secured debt of 55% of asset value, and we received proceeds, including from the secured debt, of approximately $1.3 billion. We obtained a 50% interest in the real estate partnership valued at approximately $400 million (included in the "Investments in unconsolidated real estate joint ventures" line of our ~~investment in full, except~~condensed consolidated balance sheets), which is being accounted for under the equity method of accounting.

In connection with this transaction, ~~costs incurred of $6.3 million.~~

~~We maintained our ownership of five hospitals in Hot Springs, Arkansas; Camden, South Carolina; Hartsville, South Carolina; Muskogee, Oklahoma; and McMinnville, Oregon. Pursuant~~we separated the eight Massachusetts-based facilities into a new master lease with terms generally identical to the ~~transaction described above, the underlying leases, one of which is a~~other master lease, ~~covering all but one property, was amended to shorten~~and the initial fixed lease term ~~increase~~of both master leases was extended to 2041.

Other Transactions

On March 11, 2022, we acquired four general acute care hospitals in Finland for €178 million ($194 million). These hospitals are leased to Pihlajalinna pursuant to a long-term lease with annual inflation-based escalators. We acquired these facilities by purchasing the ~~security deposit,~~shares of the real estate holding entities, which included deferred income tax and

other liabilities of approximately $26 million.

~~eliminate~~On February 16, 2022, we agreed to participate in an existing syndicated term loan with a term of six years originated on behalf of Priory, of which we funded £96.5 million towards a £100 million participation level in the ~~lessees’ purchase option provisions. Due~~variable rate loan.

Other acquisitions in the first half of 2022 included five general acute care facilities. Three general acute care facilities, located throughout Spain, were acquired on April 29, 2022 for €27 million and are leased to GenesisCare pursuant to a long-term lease with annual inflation-based escalators. The other two general acute care facilities, one in Arizona and the other in Florida, were acquired on April 18 and 25, 2022, respectively, for approximately $80 million and are leased to Steward pursuant to an already existing master lease agreement with annual inflation-based escalators.

Development Activities

See table below for a status summary of our current development projects (in thousands):


Property	Commitment		Costs Incurred as of June 30, 2023		Estimated Rent Commencement Date
Ernest Health, Inc. ("Ernest") (South Carolina)	$	22,400	$	18,077	3Q 2023
IMED Hospitales ("IMED") (Spain)		46,273		41,109	3Q 2023
Lifepoint Behavioral Health (Texas)		31,600		11,422	1Q 2024
IMED (Spain)		37,434		10,832	3Q 2024
IMED (Spain)		51,372		14,849	1Q 2025
Steward (Texas)		169,408		57,098	2Q 2026
	$	358,487	$	153,387

2023 Activity

During the 2023 second quarter, we completed construction and began recording rental income on an inpatient rehabilitation facility located in Stockton, California. This facility commenced rent on May 1, 2023, and is being leased to Ernest pursuant to an existing long-term master lease.

We continue to fund the redevelopment of and defer rent on our Norwood facility in Massachusetts. Recovery receivables of approximately $130 million associated with the prior storm and flood damage to this ~~lease amendment,~~facility are included in the "Other assets" line of our condensed consolidated balance sheets. In conjunction with the redevelopment of Steward's Norwood hospital, we ~~reclassified~~advanced $50 million, in the ~~lease~~first half of 2023, that is secured by, among other things, proceeds from insurance claims in excess of the ~~properties under~~advance.

2022 Activity

During the ~~master lease from a direct finance lease (“DFL”)~~2022 first quarter, we completed construction and began recording rental income on an inpatient rehabilitation facility located in Bakersfield, California. This facility commenced rent on March 1, 2022 and is being leased to Ernest pursuant to an ~~operating~~existing long-term master lease. ~~This reclassification resulted~~

Disposals

2023 Activity

On March 30, 2023, we entered into a definitive agreement to sell our 11 general acute care facilities located in ~~a write-off of $2.6 million in unbilled DFL rent in the 2016 second quarter.~~

~~Post Acute Transaction~~

~~On May 23, 2016, we sold five properties (three of which were in Texas and two in Louisiana) that were leased~~Australia and operated by ~~Post Acute Medical (“Post Acute”~~Healthscope Ltd. ("Healthscope"). (the "Australia Transaction") to affiliates of HMC Capital for cash proceeds of approximately A$1.2 billion. As a result, we designated the Australian portfolio as held for sale in the first quarter of 2023 and recorded an approximate $79 million net impairment charge, which included $37.4 million of straight-line rent receivables, an estimated $8 million in fees to sell the hospitals, and $13 million of accumulated other comprehensive loss related to foreign currency translation. This impairment charge was partially offset by approximately $29 million of deferred gains from our interest rate swap in accumulated other comprehensive income that was reclassified to earnings as part of this expected transaction. This transaction ~~our outstanding loans~~was set to close in two phases. The first phase closed on May 18, 2023, in which we sold seven of $4the 11 facilities for A$730 million, ~~were paid in full, and~~with the final phase currently expected to be complete by early fourth quarter of 2023. We used the A$730 million proceeds from the first phase of the sale to pay down the Australian term loan.

Although we ~~recovered our investment~~currently expect the final phase of the Australia Transaction to occur as planned, no assurances can be given that the transaction will close as described above.

On March 8, 2023, we received notice that Prime Healthcare Services, Inc. ("Prime") planned to exercise its right to repurchase from us the real estate associated with one master lease for approximately $100 million. As such, we recorded an approximate $11 million non-cash impairment charge in the ~~operations. Total proceeds from this transaction~~first quarter of 2023 related to unbilled rent on the three facilities that were ~~$71 million resulting~~sold. On July 11, 2023, Prime acquired the three facilities for $100 million.

2022 Activity

On March 14, 2022, we completed the previously described partnership with MAM, in ~~a net gain of approximately $15 million.~~

~~Corinth Transaction~~

~~On June 17, 2016,~~which we sold the ~~Atrium Medical Center~~ real estate ~~located~~of eight Massachusetts-based general acute care hospitals, with a fair value of approximately $1.7 billion. See "New Investments" in ~~Corinth, Texas, which was leased~~this same Note 3 for further details on this transaction.

During the first half of 2022, we also completed the sale of four other facilities and ~~operated by Corinth Investor Holdings. Total proceeds from the transaction were $28~~two ancillary properties for approximately $154 million, resulting in a gain on real estate of approximately $8$31 million. This gain on real estate was offset by approximately $9 million of non-cash charges that included the write-off of our investment in the operations of the facility, straight-line rent receivables, and a lease intangible.

~~HealthSouth Transaction~~

On July 20, 2016, we sold three inpatient rehabilitation hospitals located in Texas and operated by HealthSouth Corporation (“HealthSouth”) for $111.5 million, resulting in a net gain of approximately $45 million.

~~The sales in 2017 and 2016 were not strategic shifts in our operations, and therefore the results of operations related to these facilities were not reclassified as discontinued operations.~~

Summary of Operations for Disposed (or to be Disposed) Assets ~~Disposed~~ in ~~2016~~2023 and 2022

The properties expected to be sold during 2023 and sold during the first half of 2022 do not meet the definition of discontinued operations. However, the following represents the operating results ~~(excluding gain on sale, transaction costs, and impairment or other non-cash charges)~~ from ~~the~~these properties ~~which sold during 2016 (excluding loans repaid in the Capella Transaction)~~ for the periods presented (in thousands):


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,					For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2017		2016		2017		2016			2023(1)			2022			2023(1)			2022
Revenues(2)	$	—	$	244	$	—	$	7,851		$	12,051		$	18,905		$	30,928		$	60,739
Real estate depreciation and amortization		—		—		—		(1,754	)		—			(5,615	)		(4,991	)		(11,508	)
Property-related expenses		—		—		—		(114	)		(436	)		(2,410	)		(1,855	)		(5,765	)
Other income (expense)		—		45		—		(23	)

Income from real estate dispositions, net	$	—	$	289	$	—	$	5,960

Real estate and other impairment charges(3)											—			—			(89,538	)		—
Other (expense) income(4)											(5,382	)		8,410			(10,974	)		452,678
Income (loss) from real estate dispositions, net										$	6,233		$	19,290		$	(76,430	)	$	496,144

(1)
The 2023 column consists of assets designated as held for sale in the first quarter of 2023 as a result of the transactions described in the "2023 Activity" subsection above.
(2)
Includes $1.8 million and $6.3 million of straight-line rent write-offs associated with the non-Macquarie disposal transactions for the three and six months ended June 30, 2022, respectively.
(3)
Includes an approximate $79 million net impairment charge (including $37.4 million of straight-line rent write-offs) associated with the Australia Transaction and an approximate $11 million non-cash impairment charge associated with the repurchase of three Prime facilities for the six months ended June 30, 2023.
(4)
Includes $16.4 million and $468.0 million of gains (net of $125 million write-off of straight-line rent receivables related to the Macquarie Transaction) for the three and six months ended June 30, 2022.

Leasing Operations (Lessor)

We acquire and develop healthcare facilities and lease the facilities to healthcare operating companies. The initial fixed lease terms of these infrastructure-type assets are typically at least 15 years, and most include renewal options at the election of our tenants, generally in five year increments. Over 99% of our leases provide annual rent escalations based on increases in the Consumer Price Index ("CPI") (or similar indices outside the U.S.) and/or fixed minimum annual rent escalations. Many of our domestic leases contain purchase options with pricing set at various terms but in no case less than our total initial investment. Our leases typically require the tenant to handle and bear most of the costs associated with our properties including repair/maintenance, property taxes, and insurance.

For all of our properties subject to lease, we are the legal owner of the property, and the tenant's right to use and possess such property is guided by the terms of a lease. At ~~September~~June 30, ~~2017,~~2023, we account for all of these leases as operating leases, except where GAAP requires alternative classification, including leases on ~~two Alecto facilities, 15~~13 Ernest facilities ~~and 10 Prime facilities~~that are accounted for as ~~DFLs.~~ direct financing leases and leases on nine of our Prospect facilities and five of our Ernest facilities that are accounted for as a financing. The components of our ~~net~~total investment in ~~DFLs~~financing leases consisted of the following (in thousands):


	As of June 30, 2023			As of December 31, 2022
Minimum lease payments receivable	$	621,704		$	880,253
Estimated unguaranteed residual values		203,818			203,818
Less: Unearned income and allowance for credit loss		(582,215	)		(731,915	)
Net investment in direct financing leases		243,307			352,156
Other financing leases (net of allowance for credit loss)		988,345			1,339,167
Total investment in financing leases	$	1,231,652		$	1,691,323

   As of September 30,
2017    As of December 31,
2016
Minimum lease payments receivable
   $ 2,312,621    $ 2,207,625
Estimated residual values
   448,098    407,647
Less: Unearned income
   (2,064,890 )    (1,967,170 )




Net investment in direct financing leases
   $ 695,829    $ 648,102




The decrease in our investment in financing leases since December 31, 2022, is the result of classifying three Prime facilities as held for sale in the first quarter of 2023, and the sale of four Pennsylvania properties as part of the Prospect Transaction.

~~Adeptus Health~~Other Leasing Activities

On April 4, 2017, we announced that we had agreed in principle with Deerfield Management Company, L.P. (“Deerfield”), a healthcare-only investment firm, to the restructuring in bankruptcy of Adeptus Health, a current tenant and operator of facilities representing less than 5%At June 30, 2023, 99% of our properties are occupied by tenants, leaving five properties as vacant, representing approximately 0.2% of total ~~gross~~ assets. We are in various stages of either releasing or selling these vacant properties, for one of which we received and recorded a significant lease termination fee in 2019.

As more fully described in “Item 1A. Risk Factors” in our Annual Report on Form 10-K, our tenants’ financial performance and resulting ability to satisfy their lease and loan obligations to us are material to our financial results and our ability to service our debt and make distributions to our stockholders. Our tenants operate in the healthcare industry, which is highly regulated, and changes in regulation (or delays in enacting regulation) may temporarily impact our tenants’ operations until they are able to make the appropriate adjustments to their business. In ~~furtherance~~addition, our tenants may experience operational challenges from time-to-time as a result of many factors, including those external to them, such as cybersecurity attacks or public health crises (like the ~~restructuring, Adeptus~~COVID-19 pandemic), economic issues resulting in high inflation and spikes in labor costs, and adverse market and political conditions. We monitor our tenants' operating results and the potential impact from these challenges. We may elect to provide support to our tenants from time-to-time in the form of short-term rent deferrals to be paid back in full (like as described below under COVID-19 Rent Deferrals and Pipeline Health System), or in the form of temporary loans (like as described above in the Prospect Transaction).

COVID-19 Rent Deferrals

Due to COVID-19 and its impact on our tenants' business, we agreed to defer collection of a certain amount of ~~its subsidiaries~~rent for certain tenants. Pursuant to our agreements with these tenants, we expect repayments of previously deferred rent to continue, with the remaining outstanding deferred rent balance of approximately $9.8 million as of June 30, 2023, to be paid over specified periods in the future with interest.

Pipeline Health System

On October 2, 2022, Pipeline filed ~~voluntary petitions~~ for reorganization relief under Chapter 11 protection of the United States Bankruptcy Code on April 19, 2017. Funds advised by Deerfield acquired Adeptus Health’s outstanding bank debt and Deerfield agreed to provide additional financing, along with operational and managerial support, to Adeptus Health as part ofin the ~~restructuring.~~

The Adeptus Health restructuring and terms of our agreement with Deerfield provided for the payment to us of 100% of the rent payable during the restructuring and the assumption by Deerfield of all our master leases and related agreements with Adeptus Health at current rental rates. Through November 3, 2017, Adeptus Health is current on its rent obligations to us.

~~On September 29, 2017, the United States Bankruptcy Court for the Northern~~Southern District of Texas, Dallas Division, entered an order confirming the Debtors’ Third Amended Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code (the “Plan”). The Plan became effective on October 2, 2017 (the “Confirmation Effective Date”). In connection with the confirmation of the Plan, Deerfield agreed that it would assume all of the master leases and related agreements between us and Adeptus Health, cure all defaults that had arisen priorwhile keeping its hospitals open to continue providing care to the ~~commencement~~communities served. On February 6, 2023, Pipeline emerged from bankruptcy. Per the bankruptcy settlement, Pipeline's current lease of our California assets remains in place, and we were repaid on February 7, 2023 for all rent that was outstanding at December 31, 2022, along with what was due for the first quarter of 2023. We have agreed to defer $5.6 million, or approximately 30%, of rent in 2023 to be paid in 2024 with interest. As of June 30, 2023, Pipeline was in compliance with all terms of the bankruptcy ~~proceedings with respect to all properties,~~settlement and ~~continue to pay rent with respect to all but 16~~the lease.

Steward Health Care System

On May 1, 2023, Catholic Health Initiatives Colorado ("CHIC"), a wholly owned subsidiary of CommonSpirit Health ("CommonSpirit"), acquired the Utah hospital operations of five general acute care facilities previously operated by Steward (the "Steward Transaction"). As a result of this transaction, we received $100 million on May 1, 2023, of the ~~56 Adeptus Health properties according to~~$150 million loan made in the ~~terms~~2022 second quarter. The new lease with CHIC for these Utah assets has an initial fixed term of 15 years with annual escalation provisions, along with early lessee purchase options at the greater of fair market value or our gross investment. As part of this transaction, we severed these facilities from the master lease with Steward, and accordingly accelerated the amortization of the ~~master leases~~associated in-place lease intangibles (approximately $286 million) and ~~related agreements. Rent~~wrote-off approximately $95 million of straight-line rent receivables.

Alecto Healthcare Services LLC

On June 16, 2023, Alecto Healthcare Services LLC ("Alecto") filed for Chapter 11 bankruptcy in Delaware. At the time, we leased one property to Alecto in Sherman, Texas with a net book value of approximately $12 million. As a result of this bankruptcy, we have entered into a restructuring agreement involving the Sherman facility and American Healthcare Systems, the new tenant of the facility. We believe this agreement will ~~remain~~be finalized in the same, and a previously disclosed rent concession was removed from the terms. We plan to re-lease or sell the remaining 16 properties, and Adeptus Health will continue to pay rent with respect to those 16 properties until the earlierthird quarter of (a) transition to a new operator is complete, (b) two years following the Confirmation Effective Date (for one facility), (c) one year following the Confirmation Effective Date (for seven facilities), (d) six months following the Confirmation Effective Date (for three facilities), and (e) three months following the Confirmation Effective Date (for five facilities). These lease or sale transactions are expected to be completed by the end of 2019. Although2023, but no assurances can be ~~made~~given that the transaction will close or any impairment will not be needed.

Investments in Unconsolidated Entities

Investments in Unconsolidated Real Estate Joint Ventures

Our primary business strategy is to acquire real estate and lease to providers of healthcare services. Typically, we directly own 100% of such investment. However, from time-to-time, we will ~~not recognize~~co-invest with other investors that share a ~~loss~~similar view that hospital real estate is a necessary infrastructure-type asset in ~~the future,~~communities. In these types of investments, we ~~believe the sale or re-leasing~~will own undivided interests of ~~the assets related to these 16 facilities will not result in any material loss or impairment.~~

~~On April 4, 2017, we announced that our Louisiana freestanding emergency facilities then-operated by Adeptus Health (with a total budgeted investment~~less than 100% of approximately $24.5 million) had been re-leased to Ochsner Clinic Foundation (“Ochsner”), a health care system in the New Orleans area. We incurred a non-cash charge of $0.5 million to write-off the straight-line rent receivables associated with the previous Adeptus Health lease on these properties. On October 18, 2017, Ochsner agreed to an amended and restated lease that provided for initial terms of 15 years with a 9.2% average minimum lease rate based on our total development and construction cost, as well as the addition of three five-year renewal options.

~~Hoboken Facility~~

~~In the first half of 2017, a subsidiary of the operator of our Hoboken facility acquired 20% of our subsidiary that owns~~ the real estate ~~for $10 million, which increased its interest~~and share control over the assets through unconsolidated real estate joint ventures. The underlying real estate and leases in these unconsolidated real estate joint ventures are structured similarly and carry a similar risk profile to the rest of our real estate ~~entity to 30%. This transaction is reflected in the non-controlling interest line of our condensed consolidated balance sheets.~~portfolio.

~~Loans~~

The following is a summary of our ~~loans (in~~investments in unconsolidated real estate joint ventures by operator (amounts in thousands):

   As of
September 30, 2017    As of
December 31, 2016
Mortgage loans
   $ 1,777,555    $ 1,060,400
Acquisition loans
   119,256    121,464
Working capital and other loans
   32,453    34,257




   $ 1,929,264    $ 1,216,121


Operator	Ownership Percentage	As of June 30, 2023		As of December 31, 2022
MEDIAN	50%	$	482,710	$	482,735
Swiss Medical Network	70%		440,754		454,083
Steward (Macquarie Transaction)	50%		425,424		417,701
Policlinico di Monza	50%		83,595		86,245
HM Hospitales	45%		54,635		57,139
Total		$	1,487,118	$	1,497,903

Investments in Unconsolidated Operating Entities

~~As of September 30, 2017, our mortgage loans consist of loans made to four operators~~Our investments in unconsolidated operating entities are noncontrolling investments that are ~~secured by the~~typically made in conjunction with larger real estate ~~of 14 properties, and include~~transactions in which the ~~$700 million investment made on September 29, 2017,~~operators are vetted as part of our overall underwriting process. In many cases, we would

not be able to acquire the Steward Transaction. Our non-mortgage loans typically consist of loans to our tenants for acquisitions and working capital purposes. At September 30, 2017, acquisition loans includes $114.4 million in loans to Ernest.

~~Concentrations of Credit Risk~~

~~Our revenue concentration for the nine months ended September 30, 2017 as compared to the prior year is as follows (dollars in thousands):~~

~~Revenue by Operator~~

   For the Nine Months Ended
September 30, 2017 For the Nine Months Ended
September 30, 2016
Operators
   Total
Revenue    Percentage of
Total Revenue Total
Revenue    Percentage of
Total Revenue
Steward (1)
   $ 114,776    23.0 % $ 20,969    5.4 %
Prime
   94,644    18.9 % 89,389    23.1 %
MEDIAN
   73,793    14.8 % 70,242    18.1 %
Ernest
   53,007    10.6 % 50,564    13.0 %
Adeptus Health
   39,638    7.9 % 25,873    6.7 %
RCCH
   30,668    6.1 % 42,776    11.0 %
Other operators
   93,258    18.7 % 88,041    22.7 %






Total
   $ 499,784    100.0 % $ 387,854    100.0 %

~~(1)~~

Includes approximately $21.6 million and $21 million of revenue for the nine months ended September 30, 2017 and 2016, respectively, from facilities leased to IASIS prior to it being acquired by Steward on September 29, 2017.

~~Revenue by U.S. State and Country~~

   For the Nine Months Ended
September 30, 2017 For the Nine Months Ended
September 30, 2016
U.S. States and Other Countries
   Total
Revenue    Percentage of
Total Revenue Total
Revenue    Percentage of
Total Revenue
Massachusetts
   $ 79,741    16.0 % $ —      —
Texas
   74,489    14.9 % 72,811    18.8 %
California
   49,681    9.9 % 49,724    12.8 %
New Jersey
   32,756    6.6 % 28,398    7.3 %
Arizona
   23,902    4.8 % 17,678    4.6 %
All other states
   147,606    29.5 % 143,289    36.9 %






Total U.S.
   $ 408,175    81.7 % $ 311,900    80.4 %
Germany
   $ 88,525    17.7 % $ 72,718    18.8 %
United Kingdom, Italy, and Spain
   3,084    0.6 % 3,236    0.8 %






Total International
   $ 91,609    18.3 % $ 75,954    19.6 %






Grand Total
   $ 499,784    100.0 % $ 387,854    100.0 %

~~On a total gross asset basis, which is total assets before accumulated depreciation/amortization, assumes all~~larger real estate ~~binding commitments on new~~portfolio without such investments in operators. These investments also offer the opportunity to enhance our overall return and ~~unfunded amounts on development deals~~provide for certain minority rights and commenced capital improvement projects are fully funded (see Notes 9 and 10 of Item 1 on this Form 10-Q), and assumes cash on hand is fully used in these transactions, our concentration as of September 30, 2017 as compared to December 31, 2016 is as follows (dollars in thousands):protections.

~~Gross Assets by Operator~~

   As of September 30, 2017 As of December 31, 2016
Operators
   Total
Gross Assets    Percentage of
Total
Gross Assets Total
Gross Assets    Percentage of
Total
Gross Assets
Steward (1)
   $ 3,445,379    36.8 % $ 1,609,583    22.5 %
MEDIAN
   1,209,767    12.9 % 993,677    13.9 %
Prime
   1,118,070    12.0 % 1,144,055    16.0 %
Ernest
   631,501    6.7 % 627,906    8.8 %
RCCH
   506,265    5.4 % 566,600    7.9 %
Other operators
   1,992,448    21.3 % 1,900,397    26.7 %
Other assets
   452,505    4.9 % 300,903    4.2 %






Total
   $ 9,355,935    100.0 % $ 7,143,121    100.0 %

~~(1)~~

~~Includes approximately $360 million of gross assets as of December 31, 2016 related to facilities leased to IASIS prior to it being acquired by Steward on September 29, 2017.~~

~~Gross Assets by U.S. State and Country~~

   As of September 30, 2017 As of December 31, 2016
U.S. States and Other Countries
   Total
Gross Assets    Percentage of
Total
Gross Assets Total
Gross Assets    Percentage of
Total
Gross Assets
Massachusetts
   $ 1,284,156    13.7 % $ 1,250,000    17.5 %
Texas
   1,275,784    13.6 % 947,443    13.3 %
Utah
   1,035,793    11.1 % 107,151    1.5 %
California
   542,879    5.8 % 542,889    7.6 %
Arizona
   498,844    5.3 % 331,834    4.6 %
All other states
   2,506,538    26.8 % 2,234,332    31.3 %
Other domestic assets
   397,850    4.3 % 264,215    3.7 %






Total U.S.
   $ 7,541,844    80.6 % $ 5,677,864    79.5 %
Germany
   $ 1,556,392    16.6 % $ 1,281,649    17.9 %
United Kingdom, Italy, and Spain
   203,044    2.2 % 146,920    2.1 %
Other international assets
   54,655    0.6 % 36,688    0.5 %






Total International
   $ 1,814,091    19.4 % $ 1,465,257    20.5 %






Grand Total
   $ 9,355,935    100.0 % $ 7,143,121    100.0 %

~~On an individual property basis, we had no investment of any single property greater than 3.8% of our total gross assets as of September 30, 2017.~~

~~4. Debt~~

The following is a summary of our investments in unconsolidated operating entities (amounts in thousands):


Operator	As of June 30, 2023		As of December 31, 2022
PHP Holdings	$	654,520	$	—
Steward (loan investment)		362,586		362,831
International joint venture		230,153		231,402
Priory		163,619		156,575
Swiss Medical Network		162,194		157,145
Steward (equity investment)		125,862		125,862
Aevis Victoria SA ("Aevis")		79,121		72,904
Aspris Children's Services ("Aspris")		16,005		16,023
Lifepoint Behavioral		10,767		200,827
Caremax		7,323		8,526
Prospect		—		112,777
Total	$	1,812,150	$	1,444,872

The change since December 31, 2022 primarily relates to the payoff of the Lifepoint Behavioral loan in February 2023, partially offset by our investment in PHP Holdings, as more fully described above in the Prospect Transaction.

Pursuant to our approximate 5% stake in Aevis and other investments marked to fair value, we recorded approximately $4.3 million in unfavorable non-cash fair value adjustments during the first half of 2023 as shown in the "Other (including fair value adjustments on securities)" line of the condensed consolidated statements of net income; whereas, this was a $9.0 million favorable non-cash fair value adjustment for the same period of 2022.

Other Investment Activities

In the first half of 2023, we received repayment of the CHF 60 million mortgage loan from Infracore SA ("Infracore") that was originally made in the fourth quarter of 2022.

Credit Loss Reserves

We apply a forward-looking "expected loss" model to all of our financing receivables, including financing leases and loans, based on historical credit losses of similar instruments.

The following table summarizes the activity in our credit loss reserves (in thousands):


	For the Three Months Ended June 30,
	2023			2022
Balance at beginning of the period	$	121,972		$	53,933
Provision for credit loss, net		362			1,345
Expected credit loss reserve related to financial instruments sold, repaid, or satisfied		(35,229	)		(28	)
Balance at end of the period	$	87,105		$	55,250


	For the Six Months Ended June 30,
	2023			2022
Balance at beginning of the year	$	121,146		$	48,527
Provision for credit loss, net		1,348			6,757
Expected credit loss reserve related to financial instruments sold, repaid, or satisfied		(35,389	)		(34	)
Balance at end of the period	$	87,105		$	55,250

Concentrations of Credit Risk

We monitor concentration risk in several ways due to the nature of our real estate assets that are vital to the communities in which they are located and given our history of being able to replace inefficient operators of our facilities, if needed, with more effective operators. See below for our concentration details (dollars in thousands):

Total Assets by Operator


	As of June 30, 2023						As of December 31, 2022
Operators	Total Assets			Percentage of Total Assets			Total Assets		Percentage of Total Assets
Steward	$	3,656,046			19.0	%	$	4,762,673		24.2	%
Circle Health Ltd ("Circle")		2,141,517			11.2	%		2,062,474		10.5	%
Priory		1,401,106			7.3	%		1,290,213		6.6	%
Prospect		1,045,844			5.5	%		1,483,599		7.5	%
Lifepoint Behavioral		799,212			4.2	%		985,959		5.0	%
Other operators		7,746,083			40.2	%		7,461,923		38.0	%
Other assets		2,414,567	(1)		12.6	%		1,611,159		8.2	%
Total	$	19,204,375			100.0	%	$	19,658,000		100.0	%

(1)

Includes our investment in PHP Holdings of $655 million as part of the Prospect Transaction as further described above in this same Note 3.

Total Assets by U.S. State and Country


	As of June 30, 2023					As of December 31, 2022
U.S. States and Other Countries	Total Assets		Percentage of Total Assets			Total Assets		Percentage of Total Assets
Texas	$	1,940,872		10.1	%	$	1,967,948		10.0	%
Florida		1,366,453		7.1	%		1,324,555		6.8	%
California		1,211,932		6.3	%		1,450,112		7.4	%
Utah		834,773		4.4	%		1,224,484		6.2	%
Massachusetts		805,796		4.2	%		761,694		3.9	%
All other states		3,846,670		20.0	%		4,245,306		21.6	%
Other domestic assets		1,699,686		8.9	%		1,028,946		5.2	%
Total U.S.	$	11,706,182		61.0	%	$	12,003,045		61.1	%
United Kingdom	$	4,301,199		22.4	%	$	4,083,244		20.8	%
Germany		746,419		3.9	%		664,900		3.4	%
Switzerland		682,069		3.5	%		748,947		3.8	%
Australia		301,125		1.6	%		854,582		4.3	%
Spain		232,037		1.2	%		222,316		1.1	%
All other countries		520,463		2.7	%		498,753		2.5	%
Other international assets		714,881		3.7	%		582,213		3.0	%
Total international	$	7,498,193		39.0	%	$	7,654,955		38.9	%
Grand total	$	19,204,375		100.0	%	$	19,658,000		100.0	%

On an individual property basis, our largest investment in any single property was approximately 2% of our total assets as of June 30, 2023.

Total Revenues by Operator


	For the Three Months Ended June 30,
	2023							2022
Operators	Total Revenues				Percentage of Total Revenues			Total Revenues		Percentage of Total Revenues
Prospect	$	68,436				20.3	%	$	42,364		10.6	%
Circle		48,645				14.4	%		47,539		11.9	%
Priory		26,930				8.0	%		19,179		4.8	%
CommonSpirit		19,568				5.8	%		—		—
Lifepoint Behavioral		19,068				5.7	%		22,250		5.6	%
Steward		(301	)	(1)		-0.1	%		106,007		26.5	%
Other operators		155,049				45.9	%		162,887		40.6	%
Total	$	337,395				100.0	%	$	400,226		100.0	%

(1)

Includes $95 million straight-line rent write-off as a result of the Steward Transaction as further described above in this same Note 3.

Total Revenues by U.S. State and Country


	For the Three Months Ended June 30,
	2023						2022
U.S. States and Other Countries	Total Revenues			Percentage of Total Revenues			Total Revenues		Percentage of Total Revenues
California	$	57,367			17.0	%	$	48,109		12.0	%
Texas		47,444			14.1	%		39,716		9.9	%
Florida		35,508			10.5	%		26,051		6.5	%
Pennsylvania		22,930			6.8	%		19,942		5.0	%
Arizona		19,721			5.9	%		16,383		4.1	%
All other states		36,204	(1)		10.7	%		137,518		34.4	%
Total U.S.	$	219,174			65.0	%	$	287,719		71.9	%
United Kingdom	$	88,275			26.2	%	$	79,415		19.8	%
Germany		9,517			2.8	%		8,337		2.1	%
All other countries		20,429			6.0	%		24,755		6.2	%
Total international	$	118,221			35.0	%	$	112,507		28.1	%
Grand total	$	337,395			100.0	%	$	400,226		100.0	%

(1)

Includes $95 million straight-line rent write-off as a result of the Steward Transaction as further described above in this same Note 3.

Total Revenues by Facility Type


	For the Three Months Ended June 30,
	2023						2022
Facility Types	Total Revenues			Percentage of Total Revenues			Total Revenues		Percentage of Total Revenues
General acute care hospitals	$	234,917	(1)		69.6	%	$	305,468		76.3	%
Behavioral health facilities		56,378			16.7	%		51,763		12.9	%
Inpatient rehabilitation facilities		31,452			9.3	%		28,897		7.2	%
Long-term acute care hospitals		8,329			2.5	%		8,270		2.1	%
Freestanding ER/urgent care facilities		6,319			1.9	%		5,828		1.5	%
Total	$	337,395			100.0	%	$	400,226		100.0	%

(1)

Includes $95 million straight-line rent write-off as a result of the Steward Transaction as further described above in this same Note 3.

For geographic and facility type concentration metrics above, we allocate our investments in operating entities pro rata based on the gross book value of the real estate. Such pro rata allocations are subject to change from period to period.

4. Debt

The following is a summary of debt (dollar amounts in thousands):

As of September 30, 2017 As of December 31, 2016
Revolving credit facility^(A)
$ 445,359 $ 290,000
Term loans
200,000 263,101
6.375% Senior Unsecured Notes due 2022:

Principal amount
350,000 350,000
Unamortized premium
1,549 1,814

351,549 351,814
5.750% Senior Unsecured Notes due 2020^(B)
—   210,340
4.000% Senior Unsecured Notes due 2022^(B)
590,700 525,850
5.500% Senior Unsecured Notes due 2024
300,000 300,000
6.375% Senior Unsecured Notes due 2024
500,000 500,000
3.325% Senior Unsecured Notes due 2025^(B)
590,700 —
5.250% Senior Unsecured Notes due 2026
500,000 500,000
5.000% Senior Unsecured Notes due 2027
1,400,000 —

$ 4,878,308 $ 2,941,105
Debt issue costs, net
(46,044 ) (31,764 )

$ 4,832,264 $ 2,909,341


	As of June 30, 2023			As of December 31, 2022
Revolving credit facility(A)	$	1,211,708		$	929,584
Term loan		200,000			200,000
British pound sterling term loan due 2024(B)		133,191			126,690
British pound sterling term loan due 2025(B)		889,210			845,810
Australian term loan facility(B)		313,208			817,560
2.550% Senior Unsecured Notes due 2023(B)		508,120			483,320
3.325% Senior Unsecured Notes due 2025(B)		545,450			535,250
0.993% Senior Unsecured Notes due 2026(B)		545,450			535,250
2.500% Senior Unsecured Notes due 2026(B)		635,150			604,150
5.250% Senior Unsecured Notes due 2026		500,000			500,000
5.000% Senior Unsecured Notes due 2027		1,400,000			1,400,000
3.692% Senior Unsecured Notes due 2028(B)		762,180			724,980
4.625% Senior Unsecured Notes due 2029		900,000			900,000
3.375% Senior Unsecured Notes due 2030(B)		444,605			422,905
3.500% Senior Unsecured Notes due 2031		1,300,000			1,300,000
	$	10,288,272		$	10,325,499
Debt issue costs and discount, net		(50,714	)		(57,087	)
	$	10,237,558		$	10,268,412

~~(A)~~

~~Includes £4 million of GBP-denominated borrowings that reflect the exchange rate at September 30, 2017.~~

~~(B)~~

~~These notes are Euro-denominated and reflect the exchange rate at September 30, 2017 and December 31, 2016, respectively.~~

(A)

Includes £119 million of GBP-denominated borrowings and €303 million of Euro-denominated borrowings that reflect the applicable exchange rates at June 30, 2023.

(B)

Non-U.S. dollar denominated debt reflects the exchange rates at June 30, 2023 and December 31, 2022.

As of ~~September~~June 30, ~~2017,~~2023, principal payments due on our debt (which exclude the effects of any discounts, premiums, or debt issue costs recorded) are as follows ~~(in~~(amounts in thousands):

2017
   $ 350,000 (A)
2018
   —
2019
   —
2020
   —
2021
   445,359
Thereafter
   4,081,400


Total
   $ 4,876,759


2023	$	508,120
2024		446,399
2025		1,434,660
2026		2,892,308
2027		1,600,000
Thereafter		3,406,785
Total	$	10,288,272

~~(A)~~

~~The $350 million 6.375% Senior Unsecured Notes due 2022 were redeemed on October 7, 2017 with~~

2023 Activity

On May 18, 2023, we completed the first phase of the Australia Transaction in which we sold seven of the 11 Australia facilities for A$730 million. We used the proceeds from the first phase of this sale to prepay A$730 million of the A$1.2 billion Australian term loan. As a result of this prepayment, we incurred approximately $0.8 million to accelerate the amortization of related debt issue costs.

2022 Activity

On June 29, 2022, we amended our ~~$1.4 billion 5.000% Senior Unsecured Notes due 2027.~~

~~2017 Activity~~

Credit Facility

~~On February 1, 2017, we replaced~~ to extend the maturity date of our ~~unsecured credit~~$1.8 billion revolving facility to June 30, 2026, with ~~a new revolving credit~~our option to extend for an additional 12 months, and ~~term loan agreement (“Credit Facility”). The new agreement includes a $1.3 billion unsecured revolving loan facility, a $200~~extend the maturity date of our $200 million unsecured term loan facility and a €200 million unsecured term loan facility. The new unsecured revolving loan facility matures in February 2021 and can be extended for an additional 12 months at our option. The $200 million unsecured term loan facility matures on February 1, 2022, and

~~the €200 million unsecured term loan facility had a maturity date of January 31, 2020; however, it was paid off on March~~to June 30, ~~2017 – see below. The commitment fee on the revolving loan facility is paid at a rate of 0.25%~~2027. ~~The~~Additionally, we may request incremental term loan and/or revolving loan commitments ~~may be increased~~ in an aggregate amount not to exceed ~~$500 million.~~

~~At our election, loans under the Credit Facility may be made as either ABR Loans or Eurodollar Loans. The applicable margin for term loans that are ABR Loans is adjustable on~~$1 billion. As a sliding scale from 0.00% to 0.95% based on our current credit rating. The applicable margin for term loans that are Eurodollar Loans is adjustable on a sliding scale from 0.90% to 1.95% based on our current credit rating. The applicable margin for revolving loans that are ABR Loans is adjustable on a sliding scale from 0.00% to 0.65% based on our current credit rating. The applicable margin for revolving loans that are Eurodollar Loans is adjustable on a sliding scale from 0.875% to 1.65% based on our current credit rating. The commitment fee is adjustable on a sliding scale from 0.125% to 0.30% based on our current credit rating and is payable on the revolving loan facility. At September 30, 2017, the interest rate in effect on our term loan and revolver was 2.74% and 2.48%, respectively.

~~On March 30, 2017,~~result of this amendment, we ~~prepaid and extinguished the €200~~incurred approximately $0.6 million of ~~outstanding term loans under the euro term loan~~debt refinancing costs.

On March 15, 2022, we paid off and terminated our $1 billion interim credit facility portion of our Credit Facility. To fund such prepayment, including accrued and unpaid interest thereon, we used part of the proceeds of the 3.325% Senior Unsecured Notes due 2025 – see discussion below.

~~5.750% Senior Unsecured Notes due 2020~~

On March 4, 2017, we redeemed the €200 million aggregate principal amount of our 5.750% Senior Unsecured Notes due 2020 and incurred a redemption premium of approximately $9 million. We funded this redemption, including the premium and accrued interest,that was entered into on July 27, 2021 with ~~the proceeds of the new euro term loan (see discussion above) together with cash on hand.~~

~~3.325% Senior Unsecured Notes due 2025~~

On March 24, 2017, we completed a €500 million senior unsecured notes offering (“3.325% Senior Unsecured Notes due 2025”). Interest on the notes is payable annually on March 24 of each year. The notes pay interest in cash at a rate of 3.325% per year. The notes mature on March 24, 2025. We may redeem some or all of the 3.325% Senior Unsecured Notes due 2025 at any time. If the notes are redeemed prior to 90 days before maturity, the redemption price will be equal to 100% of their principal amount, plus a make-whole premium, plus accrued and unpaid interest up to, but excluding, the applicable redemption date. Within the period beginning on or after 90 days before maturity, the notes may be redeemed, in whole or in part, at a redemption price equal to 100% of their principal amount, plus accrued and unpaid interest to, but excluding, the applicable redemption date. The 3.325% Senior Unsecured Notes due 2025 are fully and unconditionally guaranteed on a senior unsecured basis by us. In the event of a change of control, each holder of the notes may require us to repurchase some or all of our notes at a repurchase price equal to 101% of the aggregate principal amount of the notes plus accrued and unpaid interest up to, but excluding, the date of the purchase.

~~5.000% Senior Unsecured Notes due 2027~~

On September 7, 2017, we completed a $1.4 billion senior unsecured notes offering (“5.000% Senior Unsecured Notes due 2027”). Interest on the notes is payable annually on April 15 and October 15 of each year, commencing on April 15, 2018. The notes pay interest in cash at a rate of 5.000% per year. The notes mature on October 15, 2027. We may redeem some or all of the notes at any time prior to October 15, 2022 at a “make whole” redemption price. On or after October 15, 2022, we may redeem some or all of the notes at a premium that will decrease over time. In addition, at any time prior to October 15, 2020, we may redeem up to 40% of the notes at a redemption price equal to 105% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, using proceeds from one or more equity offerings. In the event of a change in control, each holder of the notes may require us to repurchase some or all of the notes at a repurchase price equal to 101% of the aggregate principal amount of the notes plus accrued and unpaid interest to the date of purchase.

~~We used a portion of the net~~ proceeds from the ~~5.000% Senior Unsecured Notes due 2027 offering~~Macquarie Transaction as more fully described in Note 3 to ~~redeem~~ the ~~$350~~condensed consolidated financial statements. As part of this transaction, we incurred approximately $8.8 million ~~aggregate principal amount~~ of ~~our 6.375% Senior Unsecured Notes due 2022. The notes were repaid on October 7, 2017, and we will incur a~~ debt refinancing charge of approximately $14 million in the fourth quarter of 2017, consisting of an $11.2 million redemption premium along with the write-off of the unamortized premium and deferred debt issuance costs associated with the redeemed notes.costs.

Furthermore, the completion of the 5.000% Senior Unsecured Notes due 2027 offering resulted in the cancellation of the $1.0 billion term loan facility commitment from JP Morgan Chase Bank, N.A. that we received to assist in funding the September 2017 Steward transaction. With this commitment, we paid $5.2 million of underwriting and other fees, which we fully expensed upon the cancellation of the commitment.Covenants

~~Other~~

On September 29, 2017, we prepaid the principal amount of the mortgage loan on our property in Kansas City, Missouri at par in the amount of $12.9 million. To fund such prepayment, including accrued and unpaid interest thereon, we used borrowings from the revolving credit facility portion of our Credit Facility.

With the replacement of our old credit facility, the redemption of the 5.750% Senior Unsecured Notes due 2020, the payoff of our €200 million euro term loan, the cancellation of the $1.0 billion term loan facility commitment, and the payment of our $12.9 million mortgage loan, we incurred a debt refinancing charge of $18.8 million in the first nine months of 2017.

~~2016 Activity~~

~~5.250% Senior Unsecured Notes due 2026~~

On July 22, 2016, we completed a $500 million senior unsecured notes offering (“5.250% Senior Unsecured Notes due 2026”). Interest on the notes is payable on February 1 and August 1 of each year. Interest on the notes is to be paid in cash at a rate of 5.25% per year. The notes mature on August 1, 2026. We may redeem some or all of the notes at any time prior to August 1, 2021 at a “make whole” redemption price. On or after August 1, 2021, we may redeem some or all of the notes at a premium that will decrease over time. In addition, at any time prior to August 1, 2019, we may redeem up to 35% of the notes at a redemption price equal to 105.25% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, using proceeds from one or more equity offerings. In the event of a change in control, each holder of the notes may require us to repurchase some or all of the notes at a repurchase price equal to 101% of the aggregate principal amount of the notes plus accrued and unpaid interest to the date of purchase.

We used the net proceeds from the 5.250% Senior Unsecured Notes due 2026 offering to redeem our $450 million 6.875% Senior Unsecured Notes due 2021. This redemption resulted in a $22.5 million debt refinancing charge during the 2016 third quarter, consisting of a $15.5 million redemption premium along with the write-off of deferred debt issuance costs associated with the redeemed notes.

~~6.375% Senior Unsecured Notes due 2024~~

On February 22, 2016, we completed a $500 million senior unsecured notes offering (“6.375% Senior Unsecured Notes due 2024”). Interest on the notes is payable on March 1 and September 1 of each year. Interest on the notes is paid in cash at a rate of 6.375% per year. The notes mature on March 1, 2024. We may redeem some or all of the notes at any time prior to March 1, 2019 at a “make whole” redemption price. On or after March 1, 2019, we may redeem some or all of the notes at a premium that will decrease over time. In addition, at any time prior to March 1, 2019, we may redeem up to 35% of the notes at a redemption price equal to 106.375% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, using proceeds from one or more equity offerings. In the event of a change in control, each holder of the notes may require us to repurchase some or all of the notes at a repurchase price equal to 101% of the aggregate principal amount of the notes plus accrued and unpaid interest to the date of purchase.

~~Covenants~~

Our debt facilities impose certain restrictions on us, including restrictions on our ability to: incur debts; create or incur liens; provide guarantees in respect of obligations of any other entity; make redemptions and repurchases of our capital stock; prepay, redeem, or repurchase debt; engage in mergers or consolidations; enter into affiliated transactions; dispose of real estate or other assets; and change our business. In addition, the credit agreements governing our Credit Facility limit the amount of dividends we can pay as a percentage of normalized adjusted funds from operations (“~~FFO”~~NAFFO”), as defined in the agreements, on a rolling four quarter basis. At ~~September~~June 30, ~~2017,~~2023, the dividend restriction was ~~95%~~95% of ~~normalized adjusted FFO.~~NAFFO. The indentures governing our senior unsecured notes also limit the amount of dividends we can pay based on the sum of ~~95%~~95% of ~~FFO,~~NAFFO, proceeds of equity issuances, and certain other net cash proceeds. Finally, our senior unsecured notes require us to maintain total unencumbered assets (as defined in the related indenture) of not less than ~~150%~~150% of our unsecured indebtedness.

In addition to these restrictions, the Credit Facility contains customary financial and operating covenants, including covenants relating to our total leverage ratio, fixed charge coverage ratio, secured leverage ratio, consolidated adjusted net worth, unsecured leverage ratio, and unsecured interest coverage ratio. ~~This~~The Credit Facility also contains customary events of default, including among others, nonpayment of principal or interest, material inaccuracy of representations, and failure to comply with our covenants. If an event of default occurs and is continuing under the Credit Facility, the entire outstanding balance may become immediately due and payable. At ~~September~~June 30, ~~2017,~~2023, we were in compliance with all such financial and operating covenants.

5. Income Taxes

~~5. Common Stock/Partners’ Capital~~During the 2023 second quarter, we elected to move a majority of our United Kingdom assets into a United Kingdom REIT regime with an effective date of July 1, 2023. As substantially all necessary activities had been completed to enter the United Kingdom REIT regime by June 30, 2023, we adjusted the deferred tax liabilities associated with these properties, resulting in a $158 million income tax benefit in the second quarter of 2023. We expect to reduce our quarterly tax expense going forward by approximately $2 million.

~~Medical Properties Trust, Inc.~~

~~2017 Activity~~

~~On May 1, 2017, we completed an underwritten public offering of approximately 43.1 million shares (including the exercise~~As a result of the ~~underwriters’ 30-day option~~Australia Transaction described in Note 3 to ~~purchase an additional 5.6~~the condensed consolidated financial statements, we recorded a $5 million ~~shares) of our common stock, resulting in net proceeds of approximately $548 million, after deducting offering expenses.~~

~~2016 Activity~~

On September 30, 2016, we completed an underwritten public offering of 57.5 million shares (including the exercise of the underwriters’ 30-day option to purchase an additional 7.5 million shares) of our common stock, resulting in net proceeds of $799.5 million, after deducting estimated offering expenses.

~~During the nine months ended September 30, 2016, we sold approximately 15 million shares of common stock under anat-the-market~~ equity offering program, resulting in net proceeds of approximately $224 million, after deducting approximately $2.8 million of commissions. There is no availability under this equity offering program at September 30, 2017.

~~MPT Operating Partnership, L.P.~~

~~At September 30, 2017, the Company has a 99.89% ownership interest~~tax benefit in the ~~Operating Partnership with the remainder owned by three other partners, two~~first quarter of whom are employees and one of whom is the estate of a former director. During the nine months ended September 30, 2017 and 2016, the Operating Partnership issued approximately 43.1 million units and approximately 72.5 million units, respectively, in direct response to the common stock offerings by Medical Properties Trust, Inc.2023.

6. Stock Awards

~~We adopted~~During the ~~2013~~second quarter of 2022, we amended the 2019 Equity Incentive Plan (the “Equity Incentive Plan”) ~~during the second quarter of 2013,~~, which authorizes the issuance of common stock options, restricted stock, restricted stock units, deferred stock units, stock appreciation rights, performance units, and awards of interests in our Operating Partnership. ~~The~~Our Equity Incentive Plan is administered by the Compensation Committee of the Board of ~~Directors. We~~Directors, and we have reserved ~~8,196,770~~28.9 million shares of common stock for awards, ~~under the Equity Incentive Plan for~~of which ~~3.3~~16.7 million shares remain available for future stock awards as of ~~September~~June 30, ~~2017.~~2023. Share-based compensation expense totaled ~~$7.1~~$18.3 million and ~~$5.8~~$21.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 and ~~2016, respectively,~~2022, respectively. The decrease in share-based compensation is a result of ~~which $0.4~~a $6.7 million ~~relates to~~cumulative benefit catch-up from adjusting the payout probability of certain performance awards, partially offset by an incremental $2.3 million of expense from the acceleration of ~~vestings on time-based~~stock awards ~~previously granted to three former board members.~~for a retiring executive officer.

7. Fair Value of Financial Instruments

We have various assets and liabilities that are considered financial instruments. We estimate that the carrying value of cash and cash equivalents and accounts payable and accrued expenses approximate their fair values. We estimate the fair value of our interest and rent receivables using Level 2 inputs such as discounting the estimated future cash flows using the current rates at which similar receivables would be made to others with similar credit ratings and for the same remaining maturities. The fair value of our mortgage loans and ~~working capital~~other loans are estimated by using Level 2 inputs such as discounting the estimated future cash flows using the current rates which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. We determine the fair value of our senior unsecured notes using Level 2 inputs such as quotes from securities dealers and market makers. We estimate the fair value of our revolving credit facility and term loans using Level 2 inputs based on the present value of future payments, discounted at a rate which we consider appropriate for such debt.

Fair value estimates are made at a specific point in time, are subjective in nature, and involve uncertainties and matters of significant judgment. Settlement of such fair value amounts may not be ~~possible and may not be~~ a prudent management decision.

The following table summarizes fair value estimates for our financial instruments (in thousands):


	September 30, 2017						December 31, 2016
	Book			Fair			Book			Fair			As of June 30, 2023							As of December 31, 2022
Asset (Liability)	Value			Value			Value			Value			Book Value				Fair Value			Book Value				Fair Value
Interest and rent receivables	$	105,817		$	105,803		$	57,698		$	57,707
Loans (1)		1,698,866			1,722,912			986,987			1,017,428
Interest and rent receivables, net													$	177,643			$	142,420		$	167,035			$	163,101
Loans(1)														1,216,625		(2)		1,140,594			1,405,615		(2)		1,360,113
Debt, net		(4,832,264	)		(5,032,821	)		(2,909,341	)		(2,966,759	)		(10,237,558	)			(8,568,002	)		(10,268,412	)			(8,697,042	)

~~(1)~~

~~Excludes loans related to Ernest since they are recorded at fair value and discussed below.~~

(1)

Excludes the convertible loan made in May 2023 to PHP Holdings and the acquisition loan made in May 2020 related to our investment in the international joint venture, along with the related subsequent investment in the real estate of three hospitals in Colombia, as these assets are accounted for under the fair value option method, as noted below. In addition for December 31, 2022 only, this excludes the acquisition and mortgage loans made to Lifepoint Behavioral, which were satisfied in full in February 2023 as further described in Note 3 to the condensed consolidated financial statements.

(2)

Includes $162.9 million and $223.8 million of mortgage loans, a $321.9 million and $315.9 million shareholder loan included in investments in unconsolidated real estate joint ventures, $535.2 million and $640.4 million of loans that are part of our investments in unconsolidated operating entities, and $196.6 million and $225.5 million of other loans at June 30, 2023 and December 31, 2022, respectively.

Items Measured at Fair Value on a Recurring Basis

Our equity ~~interest~~investment and related loan to the international joint venture, our loan investment in ~~Ernest along with their related loans~~the real estate of three hospitals operated by subsidiaries of the international joint venture in Colombia, our equity investment in Lifepoint Behavioral, and our convertible loan and equity investment in PHP Holdings are measured at fair value on a recurring basis as we elected to account for these investments using the fair value option at the point of initial investment. For December 31, 2022, our acquisition and mortgage loans to Lifepoint Behavioral (which were satisfied in full in February 2023 as described in Note 3 to the condensed consolidated financial statements) were also accounted for under the fair value option method. We ~~have~~ elected to account for these investments at fair value due to the size of the investments and because we believe this method iswas more reflective of current values. ~~We have not made a similar election for other existing equity interests or loans.~~

At ~~September~~June 30, ~~2017, these~~2023 and December 31, 2022, the amounts recorded under the fair value option method were as follows (in thousands):

   Fair       Asset Type
Asset Type
   Value    Cost    Classification
Mortgage loans
   $ 115,000    $ 115,000    Mortgage loans
Acquisition and other loans
   115,398    115,398    Other loans
Equity investments
   3,300    3,300    Other assets





   $ 233,698    $ 233,698


	As of June 30, 2023				As of December 31, 2022
Asset (Liability)	Fair Value		Original Cost		Fair Value		Original Cost		Asset Type Classification
Mortgage loans	$	136,459	$	136,459	$	140,260	$	140,260	Mortgage loans
Equity investment and other loans		898,373		910,583		434,609		441,943	Investments in unconsolidated operating entities/Other loans

Our ~~mortgage~~loans to the international joint venture and ~~other~~its subsidiaries (as well as the Lifepoint Behavioral loans ~~with Ernest~~at December 31, 2022) are recorded at fair value based on Level 2 inputs by discounting the estimated cash flows using the market rates at which similar loans would be made to borrowers with similar credit ratings and the same remaining ~~maturities.~~maturities, while also considering the value of

the underlying collateral of the loans. Our equity investment in ~~Ernest~~Lifepoint Behavioral is recorded at fair value based on Level 2 inputs by discounting the estimated cash flows expected to be realized as part of the Lifepoint Transaction described in Note 3 to the condensed consolidated financial statements. Our equity investment in the international joint venture and our convertible loan and equity investment in PHP Holdings are recorded at fair value based on Level 3 inputs, by using a discounted cash flow model, which requires significant estimates of our investee such as projected revenue and expenses and appropriate consideration of the underlying risk profile of the ~~forecast~~forecasted assumptions associated with the investee. We classify ~~the~~our valuations of equity ~~investment~~investments as Level 3, as we use certain unobservable inputs to the valuation methodology that are significant to the fair value measurement, and the ~~valuation requires~~valuations require management judgment due to the absence of quoted market prices. For the cash flow ~~model,~~models, our observable inputs include use of a capitalization rate and discount rate (which is based on a weighted-average cost of capital)~~, market interest rates,~~ and our unobservable input includes an adjustment for a marketability discount ~~(“DLOM”~~("DLOM") ~~on our equity investment of 40% at September 30, 2017.~~

. In ~~regards~~regard to the underlying ~~projection of revenues and expenses~~projections used in the discounted cash flow model, such projections are provided by ~~Ernest.~~the investees. However, we will modify such projections ~~(including underlying assumptions used)~~ as needed based on our review and analysis of ~~Ernest’s~~ historical results, meetings with key members of management, and our understanding of trends and developments within the healthcare industry.

In the first half of 2023 and 2022, we had a net unfavorable adjustment to the investments accounted for under the fair value option method.

The DLOM on our investment in PHP Holdings was approximately 9% at June 30, 2023. In arriving at the DLOM, we started with a DLOM range based on the results of studies supporting valuation discounts for other transactions or structures without a public market. To select the appropriate DLOM within the range, we then considered many qualitative factors, including the percent of control, the nature of the underlying ~~investee’s~~investee's business along with our rights as an investor pursuant to the operating agreement, the size of investment, expected holding period, number of shareholders, access to capital marketplace, etc. To illustrate the effect of movements in the DLOM, we performed a sensitivity analysis below by using full basis point variations ~~(dollars in~~(in thousands):

Basis Point Change in Marketability Discount
   Estimated Increase (Decrease)
In Fair Value
+100 basis points
   $ (51 )
- 100 basis points
   51


Basis Point Change in Marketability Discount	Estimated Increase (Decrease) In Fair Value
+100 basis points	$	(7,216	)
- 100 basis points		7,216

~~Because the~~Items Measured at Fair Value on a Nonrecurring Basis

In addition to items that are measured at fair value ~~of Ernest investments noted above approximate their original cost, we did not recognize any unrealized gains/losses during the first nine months of 2017 or 2016. To date,~~on a recurring basis, we have ~~not received any distribution payments~~assets and liabilities that are measured, from time-to-time, at fair value on a nonrecurring basis, such as for long-lived asset impairment purposes. In these cases, fair value may be based on estimated cash flows discounted at a risk-adjusted rate of interest by using Level 2 inputs. For our ~~equity investment in Ernest.~~real estate, we may use a market approach using Level 2 inputs, whereby we will divide the expected net operating income (i.e. rent revenue less expenses, if any) of the facility by a market capitalization rate.

8. Earnings Per Share/~~Common~~ Unit

Medical Properties Trust, Inc.

Our earnings per share were calculated based on the following (in thousands):

   For the Three Months
Ended September 30,
   2017    2016
Numerator:

Net income
   $ 76,881    $ 70,543
Non-controlling interests’ share in net income
   (417 )    (185 )
Participating securities’ share in earnings
   (82 )    (154 )




Net income, less participating securities’ share in earnings
   $ 76,382    $ 70,204




Denominator:

Basic weighted-average common shares
   364,315    246,230
Dilutive potential common shares
   731    1,238




Dilutive weighted-average common shares
   365,046    247,468




   For the Nine Months
Ended September 30,
   2017    2016
Numerator:

Income from continuing operations
   $ 218,862    $ 182,693
Non-controlling interests’ share in continuing operations
   (1,013 )    (683 )
Participating securities’ share in earnings
   (307 )    (430 )




Income from continuing operations, less participating securities’share in earnings
   217,542    181,580
Loss from discontinued operations attributable to MPT common stockholders
   —      (1 )




Net income, less participating securities’ share in earnings
   $ 217,542    $ 181,579




Denominator:

Basic weighted-average common shares
   345,076    240,607
Dilutive potential common shares
   520    825




Dilutive weighted-average common shares
   345,596    241,432


	For the Three Months Ended June 30,
	2023			2022
Numerator:
Net (loss) income	$	(42,433	)	$	190,064
Non-controlling interests’ share in net loss (income)		396			(467	)
Participating securities’ share in earnings		(469	)		(345	)
Net (loss) income, less participating securities’ share in earnings	$	(42,506	)	$	189,252
Denominator:
Basic weighted-average common shares		598,344			598,827
Dilutive potential common shares(1)		—			199
Diluted weighted-average common shares		598,344			599,026

For the Six Months
Ended June 30,

2023

2022

Numerator:

Net (loss) income

$
(9,403
)

$
822,011

Non-controlling interests’ share in net loss (income)

160

(733
)
Participating securities’ share in earnings

(984
)

(747
)
Net (loss) income, less participating securities’ share in earnings

$
(10,227
)

$
820,531

Denominator:

Basic weighted-average common shares

598,323

598,751

Dilutive potential common shares(1)

—

228

Diluted weighted-average common shares

598,323

598,979

MPT Operating Partnership, L.P.

Our earnings per ~~common~~ unit were calculated based on the following (in thousands):


	For the Three Months Ended June 30,
	2023			2022
Numerator:
Net (loss) income	$	(42,433	)	$	190,064
Non-controlling interests’ share in net loss (income)		396			(467	)
Participating securities’ share in earnings		(469	)		(345	)
Net (loss) income, less participating securities’ share in earnings	$	(42,506	)	$	189,252
Denominator:
Basic weighted-average units		598,344			598,827
Dilutive potential units(1)		—			199
Diluted weighted-average units		598,344			599,026

   For the Nine Months
Ended September 30,
   2017    2016
Numerator:

Income from continuing operations
   $ 218,862    $ 182,693
Non-controlling interests’ share in continuing operations
   (1,013 )    (683 )
Participating securities’ share in earnings
   (307 )    (430 )




Income from continuing operations, less participating securities’ share in earnings
   217,542    181,580
Loss from discontinued operations attributable to MPT Operating Partnership partners
   —      (1 )




Net income, less participating securities’ share in earnings
   $ 217,542    $ 181,579




Denominator:

Basic weighted-average units
   345,076    240,607
Dilutive potential units
   520    825




Dilutive weighted-average units
   345,596    241,432


	For the Six Months Ended June 30,
	2023			2022
Numerator:
Net (loss) income	$	(9,403	)	$	822,011
Non-controlling interests’ share in net loss (income)		160			(733	)
Participating securities’ share in earnings		(984	)		(747	)
Net (loss) income, less participating securities’ share in earnings	$	(10,227	)	$	820,531
Denominator:
Basic weighted-average units		598,323			598,751
Dilutive potential units(1)		—			228
Diluted weighted-average units		598,323			598,979

(1)

Potential common shares/units are not included in the computation of diluted earnings per share when a loss exists as the effect would be an antidilutive per share amount.

9.9. Commitments and Contingencies

Commitments

~~Commitments~~

On ~~September 28, 2016,~~October 5, 2022, we entered into a definitive ~~agreement~~agreements to ~~acquire one acute care hospital~~sell three Prospect facilities located in ~~Washington~~Connecticut to Yale for ~~a purchase price~~approximately $457 million, of ~~approximately $17.5 million. Upon closing, this facility will be leased~~which we expect to ~~RCCH, pursuant to~~receive $355 million in cash and have received the ~~current long-term master lease. Closing~~remainder in equity-like securities of PHP Holdings - part of the Prospect Transaction. This transaction ~~which~~ is expected to ~~be completed no later than the first quarter of 2018, is~~close in 2023 subject to ~~customary real estate,~~certain regulatory approvals and ~~other closing conditions.~~the completion of Yale's acquisition of the hospital operations from Prospect. No assurances can be given that this transaction will be consummated as described or at all.

Contingencies

In 2023, we became party to various lawsuits as further described in Item 1 of Part II of this Quarterly Report on Form 10-Q. We have not recorded a liability related to these lawsuits because, at this time, we are unable to determine whether an unfavorable outcome is probable or to estimate reasonably possible losses.

We are a party to various other legal proceedings incidental to our ~~business.~~business from time-to-time. In the opinion of management, after consultation with legal counsel, the ultimate liability, if any, with respect to those proceedings is not presently expected to materially affect our financial position, results of operations, or cash flows.

10. Subsequent Events

On October 5, 2017, we entered into definitive agreements to acquire three rehabilitation hospitals in Germany for an aggregate purchase price to us of approximately €80 million. Upon closing, the facilities will be leased to MEDIAN, pursuant to a new~~long-term~~ ~~master lease. The lease will begin on the day the first property is funded, and the term will be 27 years from the funding date of~~In the third ~~property. The lease provides for increases of the greater of 1% or 70% of the change in German CPI. Closing of the transaction, which is expected to begin during the fourth~~ quarter of ~~2017, is subject to customary real estate, regulatory~~2023, we invested approximately $140 million for a minority participation in Steward's syndicated asset-backed credit facility. The four-year facility was underwritten and ~~other closing conditions.~~sized based on Steward's accounts receivable from government and commercial payors.

~~Item 2.~~ ~~Management’s Discussion and Analysis of Financial Condition and Results of Operations.~~
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of the consolidated financial condition and consolidated results of operations are presented on a combined basis for Medical Properties Trust, Inc. and MPT Operating Partnership, L.P. as there are no material differences between these two entities.

~~The following~~ Such discussion and analysis ~~of the consolidated financial condition and consolidated results of operations~~ should be read together with the condensed consolidated financial statements and notes thereto contained in this Form 10-Q and the consolidated financial statements and notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2022.

Forward-Looking Statements.

This ~~report~~Quarterly Report on Form 10-Q contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as ~~amended.~~amended (the “Exchange Act”). Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results or future performance, achievements or transactions or events to be materially different from those expressed or implied by such forward-looking statements, including, but not limited to, the risks described in our Annual Report on Form 10-K and as updated in our quarterly reports on Form 10-Q for future periods, and current reports on Form 8-K as we file them with the ~~Securities and Exchange Commission (SEC)~~SEC under the ~~Securities~~ Exchange ~~Act of 1934.~~Act. Such factors include, among others, the following:

~~U.S. (both national and local) and European (in particular Germany,~~ •

the ~~United Kingdom, Spain, and Italy)~~ political, economic, business, real estate, and other market ~~conditions;~~

conditions in the ~~competitive environment in which we operate;~~

~~the execution of our business plan;~~

~~financing risks;~~

the risk that a condition to closing under the agreements governing any or all of our outstanding transactions that have not closed as of the date hereof (including the RCCH and MEDIAN transactions described in Notes 9 and 10) may not be satisfied;

~~the possibility that the anticipated benefits from any or all of the transactions we enter into will take longer to realize than expected or will not be realized at all;~~

~~acquisition and development risks;~~

~~potential environmental contingencies and other liabilities;~~

~~adverse developments affecting the financial health of one or more of our tenants, including insolvency;~~

~~other factors affecting the real estate industry generally or the healthcare real estate industry in particular;~~

our ability and willingness to maintain our status as a real estate investment trust, or REIT, for U.S. federal and state income tax purposes (particularly in light of current tax reform considerations);

~~our ability to attract and retain qualified personnel;~~

~~changes in foreign currency exchange rates;~~

U.S. (both ~~federal~~national and ~~state) and European~~local), Europe (in particular ~~Germany,~~ the United Kingdom, Germany, Switzerland, Spain, Italy, Finland, and ~~Italy) healthcare~~Portugal), Australia, South America (in particular Colombia), and ~~other regulatory requirements; and~~

~~U.S. national and local economic conditions, as well as conditions in Europe and any~~ other foreign jurisdictions where we ~~own or will~~may own healthcare facilities or transact business, which may have a negative effect on the following, among other things:

the financial condition of our tenants, our lenders, ~~counterparties to interest rate swaps and other hedged transactions and~~or institutions that ~~may~~ hold our cash balances or are counterparties to certain hedge agreements, which may expose us to increased risks of default by these parties;

our ability to obtain equity or debt financing on attractive terms or at all, which may adversely impact our ability to pursue acquisition and development opportunities, refinance existing debt, and our future interest expense; and

the value of our real estate assets, which may limit our ability to dispose of assets at attractive prices or obtain or maintain debt financing secured by our ~~properties~~real estate assets or on an unsecured ~~basis.~~basis;

•

the impact of factors that may affect our business, our joint ventures or the business of our tenants/borrowers that are beyond our control, including natural disasters, health crises, or pandemics (such as COVID-19) and subsequent government actions in reaction to such matters;

•

the risk that a condition to closing under the agreements governing any or all of our pending transactions (including the transactions described in Note 3 and Note 9 to the condensed consolidated financial statements) that have not closed as of the date hereof may not be satisfied;

•

the possibility that the anticipated benefits from any or all of the transactions we have entered into or will enter into may take longer to realize than expected or will not be realized at all;

•

the competitive environment in which we operate;

•

the execution of our business plan;

•

financing risks, including due to rising inflation and interest rates;

•

acquisition and development risks;

•

potential environmental contingencies and other liabilities;

•

adverse developments affecting the financial health of one or more of our tenants, including insolvency;

•

other factors affecting the real estate industry generally or the healthcare real estate industry in particular;

•

our ability to maintain our status as a REIT for U.S. federal and state income tax purposes;

•

our ability to attract and retain qualified personnel;

•

changes in foreign currency exchange rates;

•

changes in federal, state, or local tax laws in the U.S., Europe, Australia, South America, or other jurisdictions in which we may own healthcare facilities or transact business;

•

healthcare and other regulatory requirements of the U.S., Europe, Australia, South America, and other foreign countries; and

•

the accuracy of our methodologies and estimates regarding environmental, social, and governance ("ESG") metrics and targets, tenant willingness and ability to collaborate towards reporting ESG metrics and meeting ESG goals and targets, and the impact of governmental regulation on our and our tenants' ESG efforts.

Key Factors that May Affect Our Operations

Our revenue is derived from rents we earn pursuant to the lease agreements with our tenants, from interest income from loans to our tenants and other facility owners, and from profits or equity interests in certain of our tenants’ operations. Our tenants operate in the healthcare industry, generally providing medical, surgical, rehabilitative, and ~~rehabilitative~~behavioral health care to patients. The capacity of our tenants to pay our rents and interest is dependent upon their ability to conduct their operations at profitable levels. We believe that the business environment of the industry segments in which our tenants operate is generally positive for efficient operators. However, our tenants’ operations are subject to economic, regulatory, market, and ~~market~~other conditions (such as the impact of the COVID-19 pandemic) that may affect their profitability, which could impact our results. Accordingly, we monitor certain key ~~factors, changes to which~~performance indicators that we believe ~~may~~ provide us with early indications of conditions that ~~may~~could affect the level of risk in our portfolio.

Key factors that we may consider in underwriting prospective ~~tenants and borrowers~~deals and in our ongoing monitoring of our tenants’ (and guarantors’) performance, as well as the ~~performance~~condition of ~~existing tenants and borrowers~~our properties, include, but are not limited to, the following:

~~admission levels~~•

the scope and ~~surgery/procedure/diagnosis volumes~~breadth of clinical services and programs, including utilization trends (both inpatient and outpatient) by service type;

•

the size and composition of medical staff and physician leadership at our facilities, including specialty, tenure, and number of procedures performed and/or referrals;

•

an evaluation of our operators’ administrative team, as applicable, including background and tenure within the healthcare industry;

•

staffing trends, including ratios, turnover metrics, recruitment and retention strategies at corporate and individual facility levels;

•

facility operating performance measured by current, historical, and prospective operating margins (measured by a tenant's earnings before interest, taxes, depreciation, amortization, management fees, and facility rent) of each tenant ~~or borrower~~ and at each facility;

•

the ratio of our ~~tenants’ and borrowers’~~tenants' operating earnings ~~both~~ to facility rent and to ~~facility rent plus~~ other fixed costs, including debt costs;

~~trends~~•

changes in ~~the source~~revenue sources of our ~~tenants’ or borrowers’ revenue,~~tenants, including the relative mix of public payors (including Medicare, Medicaid/MediCal, and managed care in the U.S., as well as equivalent payors in Europe, Australia, and ~~pension funds in Germany)~~South America) and private payors (including commercial insurance and private pay patients);

•

historical support (financial or otherwise) from governments and/or other public payor systems during major economic downturns/depressions;

•

trends in tenants' cash collections, including comparison to recorded net patient service revenues, knowing and assessing current revenue cycle management systems and potential future planned upgrades or replacements;

•

tenants’ free cash flow;

•

the ~~effect~~potential impact of ~~evolving~~ healthcare pandemics/epidemics, legislation, and other regulations (including changes in reimbursement) on our tenants’, borrowers’, and ~~borrowers’ profitability;~~guarantors' profitability and liquidity;

•

the ~~competition~~potential impact of any legal, regulatory, or compliance proceedings with our tenants (including at the facility level);

•

the potential impact of supply chain and ~~demographics~~inflation-related challenges as they relate to new developments or capital addition projects;

•

an ongoing assessment of the ~~local~~operating environment of our tenants, including demographics, competition, market position, status of compliance, accreditation, quality performance, and ~~surrounding areas~~health outcomes as measured by The Centers for Medicare and Medicaid Services, Joint Commission, and other governmental bodies in which our tenants operate;

•

the ~~tenants or borrowers operate.~~level of investment in the hospital infrastructure and health IT systems; and

•

physical real estate due diligence, typically including property condition and Phase 1 environmental assessments, along with annual property inspections thereafter.

Certain business factors, in addition to those described above that may directly affect our tenants and borrowers, will likely materially influence our future results of operations. These factors include:

•

trends in ~~the cost~~interest rates and other costs due to general inflation and availability and increased costs from labor shortages could adversely impact the operations of ~~capital, including market interest rates, that~~ our ~~prospective~~ tenants ~~may use for~~and their ~~real estate assets instead of financing~~ability to meet their ~~real estate assets through~~ lease ~~structures;~~obligations;

•

changes in healthcare regulations that may limit the opportunities for physicians to participate in the ownership of healthcare providers and healthcare real estate;

•

reductions (or non-timely increases) in reimbursements from Medicare, state healthcare programs, and commercial insurance providers that may reduce our tenants’ or borrowers’ profitability and our ~~lease rates;~~revenues;

•

competition from other financing sources; and

•

the ability of our tenants and borrowers to access funds in the credit markets.

CRITICAL ACCOUNTING POLICIES

Refer to our ~~2016~~2022 Annual Report on Form 10-K for a discussion of our critical accounting policies, which include ~~revenue recognition, investment~~investments in real estate, purchase price allocation, loans, credit losses, losses from rent and interest receivables, ~~stock-based compensation, our~~investments accounted for under the fair value option election, and our accounting policy on consolidation. During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2023, there were no material changes to these policies.

Overview

We are a self-advised ~~real estate investment trust (“REIT”)~~REIT focused on investing in and owning net-leased healthcare facilities across the U.S. and selectively in foreign jurisdictions. ~~We have operated as a REIT since April 6, 2004, and accordingly, elected REIT status upon the filing of our calendar year 2004 federal income tax return.~~ Medical Properties Trust, Inc. was incorporated under

Maryland law on August 27, 2003, and MPT Operating Partnership, L.P. was formed under Delaware law on September 10, 2003. We conduct substantially all of our business through MPT Operating Partnership, L.P. We acquire and develop healthcare facilities and lease the facilities to healthcare operating companies under long-term net leases, which require the tenant to bear most of the costs associated with the property. The majority of our leased assets are owned 100%; however, we do own some leased assets through joint ventures with other partners that share our view that healthcare facilities are part of the infrastructure of any community, which we refer to as investments in unconsolidated real estate joint ventures. We also make mortgage loans to healthcare operators collateralized by their real estate assets. In addition, we ~~selectively~~may make loans to certain of our operators through our ~~TRSs,~~TRS, the proceeds of which are typically used for ~~acquisitions~~working capital and ~~working capital. Finally, from time to time,~~other purposes. From time-to-time, we ~~acquire a profits or other equity interest~~may make noncontrolling investments in our tenants, which we refer to as investments in unconsolidated operating entities. These investments are typically made in conjunction with larger real estate transactions with the tenant that ~~gives~~give us a right to share in such tenant’s profits and ~~losses.~~losses and provide for certain minority rights and protections. Our business model facilitates acquisitions and recapitalizations, and allows operators of healthcare facilities to serve their communities by unlocking the value of their real estate assets to fund facility improvements, technology upgrades, and other investments in operations.

At ~~September~~June 30, ~~2017,~~2023, our portfolio consisted of ~~271~~444 properties leased or loaned to 3055 operators, of which ~~two~~six are under development and 14seven are in the form of mortgage loans.

~~Our investments in healthcare real estate, including mortgage and other loans,~~ We manage our business as ~~well as any equity investments in our tenants are considered~~ a single ~~reportable~~business segment. ~~All~~

At June 30, 2023, all of our investments are ~~currently~~ located in the U.S., Europe, Australia, and ~~Europe.~~South America. Our total assets are made up of the following (dollars in thousands):

   As of
September 30, 2017    % of
Total As of
December 31, 2016    % of
Total
Real estate owned (gross)
   $ 6,463,107    72.4 % $ 4,912,320    76.6 %
Mortgage loans
   1,777,555    19.9 % 1,060,400    16.5 %
Other loans
   151,709    1.7 % 155,721    2.4 %
Construction in progress
   28,008    0.3 % 53,648    0.8 %
Other assets
   506,661    5.7 % 236,447    3.7 %






Total assets (1)
   $ 8,927,040    100.0 % $ 6,418,536    100.0 %


	As of June 30, 2023			% of Total			As of December 31, 2022			% of Total
Real estate assets - at cost	$	15,065,754			78.4	%	$	15,917,839			81.0	%
Accumulated real estate depreciation and amortization		(1,251,165	)		-6.5	%		(1,193,312	)		-6.1	%
Cash and cash equivalents		324,050			1.7	%		235,668			1.2	%
Investments in unconsolidated real estate joint ventures		1,487,118			7.7	%		1,497,903			7.6	%
Investments in unconsolidated operating entities		1,812,150			9.4	%		1,444,872			7.4	%
Other		1,766,468			9.3	%		1,755,030			8.9	%
Total assets	$	19,204,375			100.0	%	$	19,658,000			100.0	%

~~(1)~~

~~Includes $1.8 billion and $1.3 billion of healthcare real estate assets in Europe at September 30, 2017 and December 31, 2016, respectively.~~

~~The following is our revenue by operating type (dollar amounts in thousands):~~

~~Revenue by property type:~~32

   For the Three
Months Ended
September 30, 2017    % of
Total For the Three
Months Ended
September 30, 2016    % of
Total
General Acute Care Hospitals (1)
   $ 119,572    67.7 % $ 78,622    62.1 %
Rehabilitation Hospitals
   46,485    26.3 % 37,075    29.3 %
Long-term Acute Care Hospitals
   10,523    6.0 % 10,858    8.6 %






Total revenue
   $ 176,580    100.0 % $ 126,555    100.0 %






   For the Nine
Months Ended
September 30, 2017    % of
Total For the Nine
Months Ended
September 30, 2016    % of
Total
General Acute Care Hospitals (1)
   $ 341,640    68.4 % $ 238,600    61.5 %
Rehabilitation Hospitals
   125,829    25.2 % 113,463    29.3 %
Long-term Acute Care Hospitals
   32,315    6.4 % 35,791    9.2 %






Total revenue
   $ 499,784    100.0 % $ 387,854    100.0 %

~~(1)~~

~~Includes three medical office buildings.~~

We have 62 employees as of November 3, 2017. We believe that any foreseeable increase in the number of our employees will have only immaterial effects on our operations and general and administrative expenses. We believe that our relations with our employees are good. None of our employees are members of any labor union.

Results of Operations

Three Months Ended ~~September~~June 30, ~~2017~~2023 Compared to ~~September~~June 30, ~~2016~~2022

Net ~~income~~loss for the three months ended ~~September~~June 30, ~~2017,~~2023, was ~~$76.5~~$(42.0) million ($(0.07) per diluted share) compared to ~~$70.4~~net income of $189.6 million ($0.32 per diluted share) for the three months ended ~~September~~June 30, ~~2016.~~2022. This ~~increase~~decrease in net income is ~~due to additional revenue from~~primarily driven by accelerating the amortization of the approximate $286 million in-place lease intangible and the write-off of approximately $95 million of straight-line rent receivables, both associated with the Steward ~~and MEDIAN investments made in~~Transaction (see Note 3 to the ~~fourth quarter of 2016 and during the first nine months of 2017,~~condensed consolidated financial statements for more detail) along with higher interest expense, partially offset by ~~increased depreciation and acquisition expense and $44.6 million of gains on real estate and other asset dispositions~~an increase in Prospect revenue in the ~~2016 third quarter. Funds~~second quarter of 2023 as a result of the Prospect Transaction (as more fully described in Note 3 to the condensed consolidated financial statements) and the approximate $158 million tax benefit recognized in the second quarter of 2023 related to entering the United Kingdom REIT regime (as more fully described in Note 5 to the condensed consolidated financial statements). Normalized funds from operations (“FFO”), after adjusting for certain items (as more fully described in ~~Reconciliation~~the section titled “Reconciliation of Non-GAAP Financial ~~Measures)~~Measures” in Item 2 of this Quarterly Report on Form 10-Q), was ~~$120.6~~$285.3 million for the 2023 second quarter, or $0.48 per diluted share, as compared to $274.7 million, or ~~$0.33~~$0.46 per diluted share, for the ~~2017 third quarter as compared to $75.1 million, or $0.30 per diluted share for the 2016 third~~2022 second quarter. This 61% increase in FFO per share is primarily due to the increase in revenue from our new investments made since September 2016, partially offset by more shares outstanding in 2017 from the May 2017 equity offering.

A comparison of revenues for the three ~~month periods~~months ended ~~September~~June 30, ~~2017~~2023 and ~~2016~~2022 is as follows (dollar amounts in thousands):


	2017		% of Total			2016		% of Total			Year over Year Change			2023			% of Total			2022		% of Total			Year over Year Change
Rent billed	$	110,930		62.8	%	$	82,387		65.1	%		34.6	%	$	247,491			73.4	%	$	241,209		60.3	%		2.6	%
Straight-line rent		17,505		9.9	%		9,741		7.7	%		79.7	%		(39,329	)		-11.7	%		58,518		14.6	%		-167.2	%
Income from direct financing leases		19,115		10.8	%		14,678		11.6	%		30.2	%
Interest and fee income		29,030		16.5	%		19,749		15.6	%		47.0	%

Income from financing leases															68,468			20.3	%		51,873		13.0	%		32.0	%
Interest and other income															60,765			18.0	%		48,626		12.1	%		25.0	%
Total revenues	$	176,580		100.0	%	$	126,555		100.0	%		39.5	%	$	337,395			100.0	%	$	400,226		100.0	%		-15.7	%

Our total ~~revenue~~revenues for the ~~2017 third~~2023 second quarter ~~is up $50.0~~are down $62.8 million, or ~~39.5%~~15.7%, over the same period in the prior year. This ~~increase~~decrease is made up of the following:

•

Operating lease revenue ~~(including~~(includes rent billed and straight-line rent) – ~~up $36.3~~down $91.5 million over the prior year of which ~~$32.6~~approximately $12 million is due to disposals in 2022 and 2023, approximately $95 million as a result of the write-off of straight-line rent associated with the Steward Transaction (as described in more detail in Note 3 to the condensed consolidated financial statements), and $1 million of unfavorable foreign currency fluctuations. This decrease is partially offset by approximately $10 million in incremental revenue from acquisitions, ~~made after September 30, 2016, $4.2 million is incremental revenue from development properties that were completed and put into service in late 2016 and 2017, $1.3 million is incremental revenue from~~ capital additions, ~~made to existing facilities~~and the commencement of rent on a development property in ~~late 2016 and 2017, and $2.0~~the second quarter of 2023. In addition, rent revenues are up approximately $7 million ~~is due to an increase~~quarter-over-quarter from increases in ~~exchange rates. These increases were partially offset by $1.8 million of lower revenue related to dispositions.~~CPI above the contractual minimum escalations in our leases.

•

Income from ~~direct~~ financing leases – up ~~$4.4~~$16.6 million ~~over~~primarily due to recording $55.3 million of rent revenue on Prospect in the ~~prior year~~second quarter of ~~which $0.3 million is~~2023 from ~~our annual escalation provisions~~the Prospect Transaction as described in ~~our leases, $1.1 million is incremental revenue from acquisitions made after September 30, 2016, and $3.0 million relates~~Note 3 to the ~~conversion of certain Prime facilities, valued at approximately $100~~condensed consolidated financial statements, compared to $35.4 million in ~~2016 from mortgage loans into direct financing leases.~~

~~Interest from loans – up $9.3 million over~~ the ~~prior year~~second quarter of ~~which $0.4 million is from our annual escalation provisions~~2022, and the increase in ~~our loans, $11.5 million is incremental revenue from new loans (primarily Steward mortgage loans) made after September 30, 2016.~~CPI above the lease contractual minimum escalations by approximately $0.5 million. This increase was partially offset by ~~$0.5~~$3.8 million of lower ~~revenue~~revenues from ~~loans that were repaid in 2016 and $2.2 million~~the disposal of ~~lower revenue related to the conversion of certain~~two Prime ~~facilities, valued at approximately $100 million, from mortgage loans to direct~~ financing leases ~~post September 30, 2016.~~

~~Real estate depreciation and amortization during~~in the third quarter of ~~2017 increased to $31.9 million from $23.9 million in 2016, due to the incremental depreciation from the properties acquired since September 30, 2016~~2022.

Interest expense for the quarters ended ~~September~~June 30, ~~2017~~2023 and ~~2016,~~2022 totaled ~~$42.8~~$104.5 million and ~~$40.3~~$87.7 million, respectively. This increase is primarily related to ~~the~~an increase in borrowings on our revolver and higher ~~average debt balance for the 2017 quarter~~ interest rates on our Credit Facility and term loans

compared to the prior year, ~~to fund our acquisition activity. The impact on interest expense from the higher debt balance was~~ partially offset by ~~lower interest rates year-over-year.~~a decrease due to the A$730 million paydown of our Australia term loan in the second quarter of 2023. Our weighted-average interest rate was ~~4.6%~~3.9% for the quarter ended ~~September~~June 30, ~~2017,~~2023 compared to ~~5.2%~~3.3% for the same period in ~~2016.~~2022.

~~With~~Real estate depreciation and amortization during the ~~redemption~~second quarter of ~~the $450~~2023 increased to $364.4 million from $84.3 million in ~~senior unsecured notes during~~2022. Of this increase, $286 million relates to accelerating the ~~quarter ended September 30, 2016, we incurred $22.5 million in debt refinancing charges ($15.5 million~~amortization of ~~which was a redemption premium). During the 2017 third quarter, we incurred $4.4 million of charges primarily related to structuring and underwriting fees associated with the termination of theshort-term~~ ~~loan commitment we made in anticipation~~lease intangibles as part of the Steward ~~acquisition.~~Transaction described in more detail in Note 3 to the condensed consolidated financial statements.

Property-related expenses totaled $24.7 million and $21.1 million for the quarters ended June 30, 2023 and 2022, respectively. Of the property expenses in the second quarter of 2023 and 2022, approximately $21.1 million and $18.3 million, respectively, represents costs (primarily property insurance premiums) that were reimbursed by our tenants and included in the “Interest and other income” line on our condensed consolidated statements of net income.

General and administrative expenses totaled $35.6 million for the 2023 second quarter, a $3.3 million decrease from the 2022 second quarter of $38.9 million, primarily due to a decrease in share-based compensation. The decrease in share-based compensation is a result of a $6.7 million cumulative benefit catch-up from adjusting the payout probability of certain performance awards, partially offset by an incremental $2.3 million of expense from the acceleration of stock awards for a retiring executive officer.

During the three months ended ~~September~~June 30, ~~2016,~~2022, we ~~sold three HealthSouth properties~~disposed of two facilities resulting in a net gain of $16.4 million.

Earnings from equity interests was $12.2 million for the quarter ended June 30, 2023, down $2.6 million from the same period in 2022. This decrease is primarily due to higher interest costs from increasing interest rates at certain of our unconsolidated real estate joint ventures.

Other expense for the second quarter of 2023 was $10.5 million and included approximately $2.5 million of expenses associated with responding to certain defamatory statements published by certain parties, including those who are defendants to a lawsuit we filed on ~~sale of approximately $45 million (see Note 3 to~~March 30, 2023. See Item 1 of ~~this Form 10-Q~~Part II for further ~~details).~~

~~Earnings from our equity interests was $3.4~~details on the lawsuit. This expense also included approximately $8 million ~~for the 2017 third quarter, up $2.1 million from the prior year primarily related to our increased ownership in and the improved operating results~~ of ~~the operator of our Hoboken facility, along with our first quarter to generate income~~unfavorable non-cash fair value adjustments on our ~~IMED investment.~~investment in Aevis and other investments marked to fair value during the second quarter of 2023. For the second quarter of 2022, we had other income of $2.0 million primarily from $1.0 million of favorable adjustments on our investment in Aevis and other investments marked to fair value.

Income tax expense ~~typically~~ includes U.S. federal and state income taxes on our TRS entities, as well as non-U.S. ~~income based~~income-based or withholding taxes on certain investments located in jurisdictions outside the U.S. ~~Income~~The $148.3 million income tax ~~expense of $0.5 million~~benefit for the three months ended ~~September~~June 30, ~~2017, was~~2023 is primarily ~~due to $1.1~~based on the $158 million ~~of foreign~~benefit received by entering the United Kingdom REIT regime. In comparison, we incurred $10.7 million in income tax expense ~~related to our German investments offset partially by $0.6 million~~in the second quarter of ~~tax benefit recognized on approximately $2 million of acquisition costs incurred on our European investments.~~2022.

We utilize the asset and liability method of accounting for income taxes. Deferred tax assets are recorded to the extent we believe these assets will more likely than not be realized. In making such determination, all available positive and negative evidence is considered, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and recent financial performance. Based upon our review of all positive and negative evidence, including our three-year cumulativepre-tax book loss position in ~~many~~certain entities, we concluded that a ~~full~~ valuation allowance of approximately $93 million should ~~continue to~~ be ~~recorded~~reflected against ~~the majority of our U.S and~~ certain of our international and domestic net deferred tax assets at ~~September~~June 30, ~~2017.~~2023. In the future, if we determine that it is more likely than not that we will realize our ~~U.S. and foreign~~ net deferred tax assets, we will reverse the applicable portion of the valuation allowance, recognize an income tax benefit in the period in which such determination is made, and potentially incur higher income ~~taxes~~tax expense in future ~~periods.~~periods as income is earned.

Six Months Ended ~~September~~June 30, ~~2017~~2023 Compared to ~~September~~June 30, ~~2016~~2022

Net ~~income~~loss for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2023, was ~~$217.8~~$(9.2) million ($(0.02) per diluted share) compared to net income of ~~$182.0~~$821.3 million ($1.37 per diluted share) for the ~~nine~~six months ended ~~September~~June 30, ~~2016, primarily due~~2022. This decrease in net income is driven by accelerating the amortization of the approximate $286 million in-place lease intangible and the write-off of approximately $95 million of straight-line rent receivables, both associated with the Steward Transaction (see Note 3 to ~~additional revenue~~the condensed consolidated financial statements for more detail), the gain on sale of real estate in the 2022 first quarter from the ~~MEDIAN, Steward,~~Macquarie Transaction, and ~~RCCH investments made~~the 2023 impairment charge in the ~~fourth~~first quarter ~~of 2016 and~~associated with the ~~first nine months of 2017, incremental revenue from completed development projects and~~

~~increased income from our equity investments,~~Australia Transaction, both as described in Note 3 to the condensed consolidated financial statements. This decrease was partially offset by ~~higher depreciation expense from investments made subsequent to September 30, 2016, increased acquisition and travel expense due to more foreign investments, and approximately $54~~the approximate $158 million ~~in higher gains on sale of properties~~tax benefit recognized in the ~~first nine months~~second quarter of ~~2016.~~2023 related to entering the United Kingdom REIT regime (as more fully described in Note 5 to the condensed consolidated financial statements). Normalized FFO, after adjusting for certain items (as more fully described in ~~Reconciliation~~the section titled “Reconciliation of Non-GAAP Financial ~~Measures)~~Measures” in Item 2 of this Quarterly Report on Form 10-Q), was ~~$340.1~~$507.5 million for the first six months of 2023, or $0.85 per diluted share, as compared to $557.2 million, or ~~$0.98~~$0.93 per diluted share, for the first ~~nine months in 2017 as compared to $234.1 million, or $0.97 per diluted share for the first nine~~six months of ~~2016.~~2022. This ~~45.3% increase~~decrease in Normalized FFO is primarily due to various disposals throughout 2022 and 2023, including the ~~increase~~Macquarie Transaction and the Australia Transaction (both described in ~~revenue from acquisitions and completed development projects made since September 2016, while FFO per share is only slightly higher~~more detail in Note 3 to the ~~first nine months of 2017 compared to prior year due to more shares outstanding from the September 2016 and May 2017 equity offerings.~~condensed consolidated financial statements).

A comparison of revenues for the ~~nine month periods~~six months ended ~~September~~June 30, ~~2017~~2023 and ~~2016~~2022 is as follows (dollar amounts in thousands):

Our total ~~revenue~~revenues for the first ~~nine~~six months of ~~2017 is up $111.9~~2023 are down $122.4 million, or ~~28.9%~~15.1%, over the same period in the prior year. This ~~increase~~decrease is made up of the following:

Interest expense for the six months ended June 30, 2023 and 2022 totaled $202.1 million and $178.9 million, respectively. This increase is ~~from annual escalation provisions~~primarily related to an increase in borrowings and ~~$34.0 million is incremental revenue from new~~higher interest rates on our Credit Facility and term loans ~~(primarily Steward mortgage loans) made after September 30, 2016. These increases were~~compared to the prior year, partially offset by ~~$21.6 million in less interest revenue earned in 2017 from loans that were repaid in 2016 (primarily from Capella Transaction) and $6.5 million of lower interest revenue related~~a decrease due to the ~~conversion~~A$730 million paydown of ~~certain Prime facilities, valued at approximately $100 million, from mortgage loans~~our Australia term loan in the second quarter of 2023. Our weighted-average interest rate was 3.8% for the six months ended June 30, 2023 compared to ~~direct financing leases post September 30, 2016.~~3.2% for the same period in 2022.

Real estate depreciation and amortization during the first ~~nine~~six months of ~~2017~~2023 increased to ~~$89.0~~$448.3 million from ~~$67.9~~$169.7 million in the same period of ~~2016,~~2022. Of this increase, $286 million relates to accelerating the amortization of lease intangibles as part of the Steward Transaction as described in Note 3 to the condensed consolidated financial statements.

Property-related expenses totaled $31.8 million and $29.7 million for the six months ended June 30, 2023 and 2022, respectively. Of the property expenses in the first six months of 2023 and 2022, approximately $25.3 million and $24.6 million, respectively, represents costs (primarily property insurance premiums) that were reimbursed by our tenants and included in the “Interest and other income” line on our condensed consolidated statements of net income.

General and administrative expenses totaled $77.3 million for the first six months of 2023 compared to $80.3 million in the same period of 2022, primarily due to a decrease in share-based compensation. The decrease in share-based compensation is a result of a $6.7 million cumulative benefit catch-up from adjusting the payout probability of certain performance awards, partially offset by an incremental ~~depreciation~~$2.3 million of expense from the acceleration of stock awards for a retiring executive officer.

During the six months ended June 30, 2022, we completed the Macquarie Transaction in which we sold the real estate of eight Massachusetts-based general acute care hospitals, resulting in a gain on real estate of approximately $600 million, partially offset by approximately $125 million of write-offs of non-cash straight-line rent receivables. We also disposed of four other facilities and two ancillary properties ~~acquired and the development properties completed~~resulting in ~~2016 and 2017.~~ a net gain of $31 million.

In the ~~2016 second~~first quarter of 2023, we ~~accelerated~~recorded an $89.5 million net impairment charge, of which $79 million related to the ~~amortization~~Australia Transaction and $11 million was a non-cash impairment charge on the three Prime properties as more fully described in Note 3 to the condensed consolidated financial statements. The impairment charge in the first six months of ~~the lease intangible asset~~2022 related to our ~~Corinth facility resulting~~Watsonville facility.

With the interest rate swap no longer classified as an effective cash flow hedge due to the Australia Transaction disclosed in ~~$1.1~~Note 3 to the condensed consolidated financial statements, we expect some earnings volatility from marking the swap to fair value in future quarters until all of the related debt is extinguished.

~~Property expenses~~ for the ~~first nine~~six months ~~of 2017 increased $2.4~~ended June 30, 2023, up $1.5 million ~~compared to 2016.~~from the same period in 2022. This increase is primarily due to ~~the reimbursement to us in the 2016 third quarter~~additional income generated on our Massachusetts-based partnership with MAM entered into during March 2022, partially offset by higher interest costs from increasing interest rates at certain of our unconsolidated real estate joint ventures.

Debt refinancing and unutilized financing costs were $0.8 million byfor the ~~tenant~~first six months of ~~our Twelve Oaks facility for property expenses incurred in previous periods.~~

~~Acquisition expenses increased from $6.4 million in 2016 to $21.0 million in 2017 primarily~~2023, as a result of the ~~MEDIAN~~prepayment on the A$1.2 billion Australian term loan, compared to $9.4 million on the first six months of 2022, as a result of the termination of our $1 billion interim credit facility in March 2022 and ~~Steward acquisitions in 2017, including $11.7~~the amendment of our Credit Facility (see Note 4 to the condensed consolidated financial statements for more detail).

Other expense for the first six months of 2023 was $15.7 million and included approximately $10.2 million of ~~real estate transfer taxes incurred on the MEDIAN acquisitions.~~

~~General and administrative~~ expenses in the first nine months of 2017 totaled $43.3 million, which is 8.7% of revenues down from 9.2% of revenues in the prior year. The decline in general and administrative expenses as a percentage of revenues is primarily due to our business model as we can generally increase our revenues significantly without increasing our head count and related expense at the same rate. On a dollar basis, general and administrative expenses were up $7.5 million from the prior year first nine months due primarily to increases in travel, international administration, costs associated with ~~opening~~responding to certain defamatory statements published by certain parties, including those who are defendants to a ~~European office, compensation related to increased headcount and public company board expenses.~~

~~During the nine months ended September~~lawsuit we filed on March 30, 2017, we sold the Muskogee, Oklahoma facility resulting in a net gain on sale of real estate of $7.4 million, while in the first nine months of 2016, we had various dispositions resulting in a net gain on sale of real estate and other asset dispositions of $61.3 million and impairment charges of $7.3 million (see Note 3 to2023. See Item 1 of ~~this Form 10-Q~~Part II for further ~~details).~~

~~Earnings from our equity interests increased from a loss of $2.6 million in 2016 to a gain of $7.9 million in 2017. The loss in 2016~~details on the lawsuit. This expense also includes ~~$5.3~~approximately $4.3 million of ~~acquisition expenses, representing~~unfavorable non-cash fair value adjustments on our share of such expenses incurred by our Italian joint venture to acquire its eight hospital properties. In addition, 2017 includes $4.7 million of additional income related to our increased ownership in and improved operating results of the operator of our Hoboken facility, along with additional income from our IMED investment in ~~the 2017 third quarter.~~

~~Interest expense remained relatively flat year-over-year as we incurred $120.5 million for the first nine months of 2017 compared~~Aevis and other investments marked to $121.1 million for the first nine months of 2016. Our average debt balance for 2017 has been higher than 2016 due to continued growth of the company; however, its impact on interest expense has been more than offset by lower interest rates. Our weighted-average interest rate for the first nine months of 2017 was 4.6% versus 4.9% in the same period for 2016.

~~With the redemption of the $450 million in senior unsecured notes, we incurred $22.5 million in debt refinancing charges ($15.5 million of which was a redemption premium)~~fair value during the first ~~nine~~half of 2023. For the first six months of ~~2016. During the first nine months~~2022, we had other income of ~~2017, we incurred $18.8~~$16.8 million primarily from $9.0 million of ~~debt refinancing charges related~~favorable adjustments on our investment in Aevis and other investments marked to the replacement of our credit facility, the payoff of our €200 million euro loan, the prepayment of our $12.9 million term loan, and structuring and underwriting fees associated with the termination of the short-term loan commitment we made in anticipation of the Steward acquisition (see Note 4 to Item 1 of this Form 10-Q for further details).fair value.

Income tax expense includes U.S. federal and state income taxes on our TRS entities, as well as non-U.S. income-based or withholding taxes on certain investments located in jurisdictions outside the U.S. The $144.7 million income tax benefit for the ~~nine~~six months ended ~~September~~June 30, ~~2017 decreased~~2023 is primarily based on the $158 million benefit received by ~~$390 thousand from~~entering the ~~same period in 2016 primarily due to $1.7~~United Kingdom REIT regime

and a $5.0 million ~~of benefit recognized on approximately $10.7 million of acquisition costs incurred on our European investments in 2017. This~~ tax benefit recognized in ~~2017 was offset by additional~~the first quarter of 2023 related to the expected sale of our Australia facilities. In comparison, we incurred $22.0 million in income tax expense ~~from~~in the first six months of 2022.

We utilize the asset and liability method of accounting for income taxes. Deferred tax assets are recorded to the extent we believe these assets will more likely than not be realized. In making such determination, all available positive and negative evidence is considered, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and recent financial performance. Based upon our ~~international investments, which were not realized~~review of all positive and negative evidence, including our three-year cumulative pre-tax book loss position in ~~2016 due to~~certain entities, we concluded that a valuation allowance ~~position. These~~of approximately $93 million should be reflected against certain of our international and domestic net deferred tax assets at June 30, 2023. In the future, if we determine that it is more likely than not that we will realize our net deferred tax assets, we will reverse the applicable portion of the valuation ~~allowances were released~~allowance, recognize an income tax benefit in the ~~2016 fourth quarter.~~period in which such determination is made, and potentially incur higher income tax expense in future periods as income is earned.

Investors and analysts following the real estate industry utilize funds from operations, or FFO, as a supplemental performance measure. FFO, reflecting the assumption that real estate asset values rise or fall with market conditions, principally adjusts for the effects of GAAP depreciation and amortization of real estate assets, which assumes that the value of real estate diminishes predictably over time. We compute FFO in accordance with the definition provided by the National Association of Real Estate Investment Trusts, or ~~NAREIT,~~Nareit, which represents net income (loss) (computed in accordance with GAAP), excluding gains (losses) on sales of real estate and impairment charges on real estate assets, plus real estate depreciation and amortization, including amortization related to in-place lease intangibles, and after adjustments for unconsolidated partnerships and joint ventures.

In addition to presenting FFO in accordance with the ~~NAREIT~~Nareit definition, we ~~also~~ disclose normalized FFO, which adjusts FFO for items that relate to unanticipated or non-core events or activities or accounting changes that, if not noted, would make comparison to prior period results and market expectations less meaningful to investors and analysts.

We believe that the use of FFO, combined with the required GAAP presentations, improves the understanding of our operating results among investors and the use of normalized FFO makes comparisons of our operating results with prior periods and other companies more meaningful. While FFO and normalized FFO are relevant and widely used supplemental measures of operating and financial performance of REITs, they should not be viewed as a substitute measure of our operating performance since the measures do not reflect either depreciation and amortization costs or the level of capital expenditures and leasing costs ~~necessary~~(if any are not paid by our tenants) to maintain the operating performance of our properties, which can be significant economic costs that could materially impact our results of operations. FFO and normalized FFO should not be considered an alternative to net income (loss) (computed in accordance with GAAP) as indicators of our financial performance or to cash flow from operating activities (computed in accordance with GAAP) as an indicator of our liquidity.

The following table presents a reconciliation of net (loss) income attributable to MPT common stockholders to FFO and Normalized FFO for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 and ~~2016~~2022 (in thousands except per share data):

Total gross assets is total assets before accumulated depreciation/amortization and assumes all real estate binding commitments on new investments and unfunded amounts on development deals and commenced capital improvement projects are fully funded, and assumes cash on hand is fully used in these transactions. We believe total gross assets is useful to investors as it provides a more current view of our portfolio and allows for a better understanding of our concentration levels as our binding commitments close and our other commitments are fully funded. The following table presents a reconciliation of total assets to total gross assets (in thousands):

During the ~~nine~~first six months ~~ended September 30, 2017,~~of 2023, we generated ~~$219.9~~approximately $212.2 million of cash flows from operating activities, primarily consisting of rent and interest from mortgage and other loans. We used these operating cash flows (along with cash on-hand and borrowings on our revolving credit facility) to fund our dividends of $350.3 million.

In regard to other investing and financing activities in the first six months of 2023, we did the following:

See Note 3 to the condensed consolidated financial statements for further details on the transactions above.

Subsequent to quarter-end, we received $100 million from the sale of three properties to Prime. In addition, we agreed to participate in Steward's syndicated four-year asset-backed credit facility and funded approximately $140 million.

During the first half of 2022, we generated approximately $344.0 million of cash flows from operating activities primarily consisting of rent and interest from mortgage and other loans. We used these operating cash flows along with cash on-hand to fund our dividends of ~~$239.2~~$350.5 million.

~~a) On February 1, 2017,~~ During the first six months of 2022, we ~~replaced our credit facility with a new facility resulting in a $50 million reduction in our U.S. dollar term loan and a new €200 million term loan;~~

~~b) On March 4, 2017, we redeemed our 5.750% Senior Unsecured Notes due 2020 for €200 million plus a redemption premium using~~received approximately $1.8 billion of proceeds from disposals (including the Macquarie Transaction as described in Note 3 to the condensed consolidated financial statements). We used these proceeds, along with additional advances from our ~~€200 million term loan and cash on hand;~~

~~c) On March 24, 2017, we completed a €500 million senior unsecured notes offering and used a portion of the proceeds~~revolver, to pay off our ~~€200~~interim credit facility, fund $0.8 billion of new acquisitions, and make other investments. We exercised the $500 million ~~term loan, and the remaining proceeds were used~~accordion feature to ~~acquire 12 facilities leased to MEDIAN for €146.4 million;~~

~~d) On March 31, 2017, we sold the EASTAR Health System real estate in Muskogee, Oklahoma for approximately $64 million;~~

e) On May 1, 2017, we completed an underwritten public offering of 43.1 million shares resulting in net proceeds of approximately $548 million. We used a portion of these proceeds to acquire eight facilities for $301.3 million (leased to Steward), a facility in Idaho for $87.5 million (leased to RCCH) and two other facilities for $40 million (leased to Alecto);

f) On September 7, 2017, we completed a senior unsecured notes offering for $1.4 billion and used a portion of the proceeds to redeem our 6.375% Senior Unsecured Notes due 2022 in October 2017 for $350 million plus a redemption premium, and the remaining proceeds, along with borrowings from our revolving credit facility ~~were used to acquire 11 facilities~~during the first six months of 2022 and ~~ancillary properties leased to Steward for $1.4 billion~~extended the term on both the revolver and ~~to make a $100 million equity investment in Steward; and~~

~~g) On September 29, 2017, we prepaid~~term loan portions of our ~~Northland mortgage loan in the amount of $12.9 million.~~

During the nine months ended September 30, 2016, we generated $168.3 million of cash flows from operating activities, primarily consisting of rent and interest from mortgage and other loans. We used these operating cash flows along with cash on-hand to fund our dividends of $160.1 million and certain investing activities.

~~In regards to other financing activities, to, delever and finance the Steward acquisition in October 2016, we did the following:~~

~~a) On February 22, 2016, we completed a senior unsecured notes offering for $500 million.~~

~~f) On July 20, 2016, we sold three facilities leased to HealthSouth for $111.5 million, and~~

g) We sold 82.7 million shares (including 10.3 million sold to Cerberus affiliates on October 7, 2016) through our at-the-market equity offering program, a public equity offering and a private placement generating proceeds of approximately $1.2 billion.

Our short-term liquidity requirements typically consist of ~~November 3, 2017 (and after the redemption of the $350 million 6.375% Senior Unsecured~~

~~Notes due 2022 on October 7, 2017), we do not have any debt principal payments due until the revolving credit facility comes due in~~

2021, which we can extend for an additional 12 months — see debt maturity schedule below. At November 3, 2017, our availability under our revolving credit facility plus cash on-hand approximated $0.7 billion. We believe this liquiditygeneral and ~~our current monthly cash receipts from rent and loan interest is sufficient to fund our operations, debt and interest obligations, the expected funding~~

~~requirements on our development projects, and~~administrative expenses, dividends in order to comply with REIT requirements, interest payments on our debt, and planned funding commitments on development and capital improvement projects, for which we receive a return in the form of additional rent once completed. Our monthly rent and interest receipts and distributions from our joint venture arrangements are typically enough to cover our short-term liquidity requirements.

However, with increasing interest rates, loss of cash rent from Prospect for the ~~next twelve months.~~time being, a bond maturing in December 2023 of approximately $500 million, and a term loan maturing in May 2024 of approximately $315 million, we have looked to other initiatives to improve cash flows including:

With these initiatives, liquidity of approximately $0.8 billion (including cash on-hand and availability under our revolving credit facility) at August 4, 2023, and routine cash receipts of rent and interest, we believe we can fund our short-term liquidity requirements.

Our long-term liquidity requirements generally consist of the ~~revolving credit facility (which we can extend for an additional year to February~~

~~2022)~~same requirements described above under “Short-term Liquidity Requirements” along with the acquisition of real estate and ~~after~~ the ~~redemption~~funding of ~~the $350 million 6.375% Senior Unsecured Notes due 2022,~~debt maturities. At this time, we do not ~~have~~expect any material acquisitions of real estate in the foreseeable future; however, see below for our debt ~~principal payments~~that is coming due over the next five ~~years (see debt maturity schedule below). With~~years.

As described previously, our ~~liquidity at November 3, 2017 of approximately $0.7 billion~~monthly rent and interest receipts and distributions from our joint venture arrangements along with our current ~~monthly cash receipts from rent and loan interest, we believe we have the~~ liquidity ~~available~~of approximately $0.8 billion at August 4, 2023, are typically enough to uscover our short-term liquidity requirements. However, to ~~fund our operations, debt and interest obligations, dividends in order to comply with REIT requirements, and the expected funding requirements on our development projects currently.~~

~~However, in order to fund our investment strategies, while maintaining a prudent leverage ratio, and to fund~~address upcoming debt maturities ~~coming due in 2022 and later years, additional capital will be needed, and we believe the following sources of capital are generally available in the market and~~or to make any new strategic investments, we may ~~access~~need to look to other sources, which may include one or a combination of ~~them:~~

However, there is no assurance that conditions will be favorable for such possible transactions or that our plans will be successful.

Principal payments due on our debt (which exclude the effects of any discounts, premiums, or debt issue costs recorded) as of August 4, 2023 are as follows (in thousands):

We presented our contractual ~~obligations~~commitments in our 2022 Annual Report on Form ~~10-K~~10-K. Except for changes noted below, there have been no significant changes through August 4, 2023. Excluded from this table is $50 million of unused loan to Prospect as part of the ~~fiscal year ended December 31, 2016. For~~Prospect Transaction discussed in Note 3 to the nine months ended September 30, 2017, changes to our debt related contractual obligations included the issuance of our new Credit Facility, the 3.325% Senior Unsecured Notes due 2025, and the 5.000% Senior Unsecured Notes due 2027, along with redemption of our 5.750% Senior Unsecured Notes due 2020 and prepayment of our $12.9 million term loan. Subsequent to September 30, 2017, we redeemed our 6.375% Senior Unsecured Notes due 2022. See Note 4 of Item 1 of this Form 10-Q for more detailed information.condensed consolidated financial statements.

The following table updates our contractual ~~obligations~~commitments schedule for ~~the debt activity, described above, for the nine months ended September 30, 2017 along with the post September 30, 2017 early redemption~~these updates as of ~~our 6.375% Senior Unsecured Notes due 2022~~August 4, 2023 (in thousands):

Contractual Obligations
   Less Than
1 Year    1-3 Years    3-5 Years    After
5 Years    Total
Revolving credit facility (1)
   $ 14,287    $ 28,574    $ 450,122    $ —      $ 492,983
Term loan
   5,556    11,127    207,444    —      224,127
3.325% Senior Unsecured Notes due 2025
   19,641    39,282    39,282    649,622    747,827
5.750% Senior Unsecured Notes due 2020
   —      —      —      —      —
6.375% Senior Unsecured Notes due 2022
   364,381    —      —      —      364,381
5.000% Senior Unsecured Notes due 2027
   39,667    140,000    140,000    1,785,000    2,104,667

The table below is a summary of our distributions declared during the two year period ended ~~September~~June 30, ~~2017:~~2023:

We intend to pay to our stockholders, within the time periods prescribed by the Internal Revenue Code (“Code”), all or substantially all of our annual taxable income, including taxable gains (if any) from the sale of real estate and recognized gains on the sale of securities. It is our policy to make sufficient cash distributions to stockholders in order for us to maintain our status as a REIT under the Internal Revenue Code of 1986, as amended, and to ~~avoid~~efficiently manage corporate income and excise taxes on undistributed income. ~~See~~ However, our Credit Facility limits the amount of dividends we can pay- see Note 4 to ~~our~~the condensed consolidated financial statements in for further information.

Item ~~1 to this Form 10-Q for any restrictions placed on dividends by our existing credit facility.~~3. 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. We seek to mitigate the effects of fluctuations in interest rates by matching the terms of new investments with new long-term fixed rate borrowings to the extent possible. We may or may not elect to use financial derivative instruments to hedge interest rate or foreign currency exposure. For interest rate hedging, these decisions are principally based on our policy to match ~~our variable rate~~ investments with comparable borrowings, but are also based on the general trend in interest rates at the applicable dates and our perception of the future volatility of interest rates. For foreign currency hedging, these decisions are principally based on how our investments are financed, the long-term nature of our investments, the need to repatriate earnings back to the U.S., and the general trend in foreign currency exchange rates.

In addition, the value of our facilities will be subject to fluctuations based on changes in local and regional economic conditions and changes in the ability of our tenants to generate profits, all of which may affect our ability to refinance our debt, if necessary. The changes in the value of our facilities would be impacted also by changes in “cap” rates, which is measured by the current base rent divided by the current market value of a facility.

Our primary exposure to market risks relates to fluctuations in interest rates and foreign currency. The following analyses present the sensitivity of the market value, earnings, and cash flows of our significant financial instruments to hypothetical changes in interest rates and exchange rates as if these changes had occurred. The hypothetical changes chosen for these analyses reflect our view of changes that are reasonably possible over a one-year period. These forward looking disclosures are selective in nature and only address the potential impact from these hypothetical changes. They do not include other potential effects which could impact our business as a result of changes in market conditions. In addition, they do not include measures we may take to minimize our exposure such as entering into future interest rate swaps to hedge against interest rate increases on our variable rate debt.

For fixed rate debt, interest rate changes affect the fair market value but do not impact net income to common stockholders or cash flows. Conversely, for floating rate debt, interest rate changes generally do not affect the fair market value but do impact net income to common stockholders and cash flows, assuming other factors are held constant. At ~~September~~June 30, ~~2017,~~2023, our outstanding debt totaled ~~$4.8~~$10.2 billion, which consisted of fixed-rate debt of ~~$4.2~~approximately $8.8 billion (after considering interest rate swaps in-place) and variable rate debt of ~~$0.6~~$1.4 billion. If market interest rates increase by 1%10%, the fair value of our debt at ~~September~~June 30, ~~2017~~2023 would decrease by ~~$8.0~~approximately $221.4 million. Changes in the fair value of our fixed rate debt will not have any impact on us unless we decided to repurchase the debt in the open market.

If market rates of interest on our variable rate debt increase by 1%10%, the increase in annual interest expense on our variable rate debt would decrease future earnings and cash flows by ~~$0.2~~$8.9 million per year. If market rates of interest on our variable rate debt decrease by 1%10%, the decrease in interest expense on our variable rate debt would increase future earnings and cash flows by ~~$0.2~~$8.9 million per year. This assumes that the average amount outstanding under our variable rate debt for a year is ~~$0.6~~$1.4 billion, the balance of such variable rate debt at ~~September~~June 30, ~~2017.~~2023.

With our investments in the United Kingdom, Germany, Spain, Italy, Portugal, Switzerland, Finland, Australia, and ~~throughout Europe,~~Colombia, we are subject to fluctuations in the ~~euro and~~ British pound, euro, Swiss franc, Australian dollar, and Colombian peso to U.S. dollar currency exchange rates. ~~Increases~~Although we generally deem investments in these countries to be of a long-term nature (other than Australia as previously discussed in Note 3 to the condensed consolidated financial statements), are typically able to match any non-U.S. dollar borrowings with investments in such currencies, and historically have not needed to repatriate a material amount of earnings back to the U.S., increases or decreases in the value of the ~~euro to U.S.~~respective non-U.S. dollar ~~and the British pound~~currencies to U.S. dollar exchange rates may impact our financial condition and/or our results of operations. Based solely on our 2023 operating results to-date ~~in 2017~~ and on an annualized basis, ifa 10% change to the ~~euro~~following exchange ~~rate were~~rates would have impacted our net income, FFO, and Normalized FFO by the amounts below (in thousands):

We have excluded the foreign currency sensitivity around Australian dollars in ~~2017~~the table above due to the Australia Transaction as described in Note 3 to the condensed consolidated financial statements.

Item 4. Controls and ~~on an annualized basis, if the British pound exchange rate were to change by 5%, our FFO would change by less than $0.2 million.~~Procedures.

We have adopted and maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any

controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by Rule 13a-15(b), under the Securities Exchange Act of 1934, as amended, we have carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the quarter covered by this report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in ~~timely alerting them to material~~providing reasonable assurance that information required to be disclosed by us in the reports that we file ~~with~~under the ~~SEC.~~Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

There has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

From time-to-time, we may become involved in legal proceedings arising in the ordinary course of our business. Except as set forth below, we are not currently a party to any material legal proceedings, and we are not aware of any pending or threatened legal proceeding against us that we believe could have an adverse effect on our business, operating results, or financial condition.

On April 12, 2023, we and certain of our executives were named as defendants in a putative federal securities class action lawsuit filed by a purported stockholder in the United States District Court for the Southern District of New York, Case No. 1:23-cv-03070. The complaint sought class certification on behalf of purchasers of our common stock between March 1, 2022 and February 22, 2023 and alleged false and/or misleading statements and/or omissions resulted in artificially inflated prices for our common stock. The complaint sought unspecified damages including interest and an award of reasonable costs and expenses. On May 9, 2023, the plaintiff voluntarily dismissed this lawsuit.

On April 13, 2023, we and certain of our executives were named as defendants in a second putative federal securities class action lawsuit, also alleging false and/or misleading statements and/or omissions resulted in artificially inflated prices for our common stock, filed by a purported stockholder in the United States District Court for the Northern District of Alabama, Case No. 2:23-cv-00486. The complaint seeks class certification on behalf of purchasers of our common stock between July 15, 2019 and February 22, 2023 and unspecified damages including interest and an award of reasonable costs and expenses.

We believe these claims are without merit and intend to defend the remaining open case vigorously. We have not recorded a liability because, at this time, we are unable to determine whether an unfavorable outcome is probable or to estimate reasonably possible losses.

On March 30, 2023, we commenced an action in the United States District Court for the Northern District of Alabama, Case No. 2:23-cv-00408, against short-seller Viceroy Research LLC ("Viceroy") and its members. We are seeking injunctive relief and compensatory damages for defamation, civil conspiracy, tortious interference, private nuisance, and unjust enrichment based on defamatory statements expressed against us. On June 29, 2023, we won a preliminary ruling in this lawsuit after Viceroy's motion to dismiss the case was denied by a judge in the United States District Court for the Northern District of Alabama.

~~Except to the extent set forth below or as otherwise disclosed in this Quarterly Report on Form 10-Q, there~~There have been no material changes to the Risk Factors as presented in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2022.

~~Our revenues are dependent upon our relationship with~~Item 2. Unregistered Sales of Equity Securities and ~~success~~Use of ~~our largest tenants, Steward, Prime, MEDIAN, Ernest, RCCH and Adeptus Health.~~Proceeds.

During the three months ended June 30, 2023, none of the ~~collateral, which may not cover any~~Company's directors or ~~all of our losses. If we are ultimately required to find one or more tenant-operators to lease one or more properties currently leased by such tenant, we may face delays and increased costs~~officers (as defined in locating a suitable replacement tenant. The protections that we have in place to protect against such failure or delay, which can include letters of credit, cross default provisions, parent guarantees, repair reserves and the right to exercise remedies including the terminationRule 16a-1(f) of the ~~lease~~Securities and ~~replacement~~Exchange Act) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of the operator, may prove to be insufficient, in whole or in part, or may entail further delays. In instances where we have an equity investment in our tenant’s operations, in addition to the effect on these tenants’ ability to meet their financial obligation to us, our ownership and investment interests may also be negatively impacted.Regulation S-K).

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the ~~registrant has~~registrants have duly caused this report to be signed on ~~its~~their behalf by the undersigned thereunto duly authorized.


~~MARYLAND~~ ~~DELAWARE~~		~~20-0191742~~ ~~20-0242069~~
maryland delaware		20-0191742 20-0242069
(State or other jurisdiction of incorporation or organization)		(I. R. S. Employer Identification No.)



1000 URBAN CENTER DRIVE, SUITE 501 BIRMINGHAM, AL		35242
(Address of principal executive offices)		(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.001 per share, of Medical Properties Trust, Inc.	MPW	The New York Stock Exchange


Large accelerated filer	☒	(Medical Properties Trust, Inc. only)	Accelerated filer	☐

Non-accelerated filer	☒	(MPT Operating Partnership, L.P. only)	Smaller reporting company	☐

		~~(Do not check if a smaller reporting company)~~	Emerging growth company	☐


		Page
PART I — FINANCIAL INFORMATION			4	3
Item 1 Financial Statements			4	3
Medical Properties Trust, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets at ~~September~~June 30, ~~2017~~2023 and December 31, ~~2016~~2022			4	3
Condensed Consolidated Statements of Net Income for the Three ~~Months~~ and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~2023 and ~~2016~~2022			5	4
Condensed Consolidated Statements of Comprehensive Income for the Three ~~Months~~ and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~2023 and ~~2016~~2022			6	5
Condensed Consolidated Statements of Equity for the Three and Six Months Ended June 30, 2023 and 2022	6
Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~2023 and ~~2016~~2022			7
MPT Operating Partnership, L.P. and Subsidiaries
Condensed Consolidated Balance Sheets at ~~September~~June 30, ~~2017~~2023 and December 31, ~~2016~~2022			8
Condensed Consolidated Statements of Net Income for the Three ~~Months~~ and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~2023 and ~~2016~~2022			9
Condensed Consolidated Statements of Comprehensive Income for the Three ~~Months~~ and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~2023 and ~~2016~~2022			10
Condensed Consolidated Statements of Capital for the Three and Six Months Ended June 30, 2023 and 2022	11
Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~2023 and ~~2016~~2022			11	12
Medical Properties Trust, Inc. and MPT Operating Partnership, L.P. and Subsidiaries
Notes to Condensed Consolidated Financial Statements			12	13
Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations			30
Item 3 Quantitative and Qualitative Disclosures about Market Risk			41	40
Item 4 Controls and Procedures			42	41
PART II — OTHER INFORMATION			43
Item 1 Legal Proceedings			43
Item 1A1A Risk Factors			43
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds			44	43
Item 3 Defaults Upon Senior Securities			44
Item 4 Mine Safety Disclosures			44
Item 5 Other Information			44
Item 6 Exhibits			45
~~INDEX TO EXHIBITS~~			46
SIGNATURE	46
		47


	September 30, 2017			December 31, 2016			June 30, 2023			December 31, 2022
(In thousands, except per share amounts)	(Unaudited)			(Note 2)			(Unaudited)			(Note 2)
Assets
Real estate assets
Land, buildings and improvements, intangible lease assets, and other	$	5,795,286		$	4,317,866		$	13,133,651		$	13,862,415
Investment in financing leases								1,231,652			1,691,323
Real estate held for sale								401,125			—
Mortgage loans		1,777,555			1,060,400			299,326			364,101
Net investment in direct financing leases		695,829			648,102

Gross investment in real estate assets		8,268,670			6,026,368			15,065,754			15,917,839
Accumulated depreciation and amortization		(418,880	)		(325,125	)		(1,251,165	)		(1,193,312	)

Net investment in real estate assets		7,849,790			5,701,243			13,814,589			14,724,527
Cash and cash equivalents		188,224			83,240			324,050			235,668
Interest and rent receivables		105,817			57,698
Interest and rent receivables, net								177,643			167,035
Straight-line rent receivables		166,142			116,861			779,584			787,166
Investments in unconsolidated real estate joint ventures								1,487,118			1,497,903
Investments in unconsolidated operating entities								1,812,150			1,444,872
Other loans		151,709			155,721			199,360			227,839
Other assets		465,358			303,773			609,881			572,990

Total Assets	$	8,927,040		$	6,418,536		$	19,204,375		$	19,658,000

Liabilities and Equity
Liabilities
Debt, net	$	4,832,264		$	2,909,341		$	10,237,558		$	10,268,412
Accounts payable and accrued expenses		180,631			207,711			444,926			621,324
Deferred revenue		18,906			19,933			49,766			27,727
Lease deposits and other obligations to tenants		54,035			28,323

Obligations to tenants and other lease liabilities								157,411			146,130
Total Liabilities		5,085,836			3,165,308			10,889,661			11,063,593
Equity
Preferred stock, $0.001 par value. Authorized 10,000 shares; no shares outstanding		—			—
Common stock, $0.001 par value. Authorized 500,000 shares; issued and outstanding — 364,084 shares at September 30, 2017 and 320,514 shares at December 31, 2016		364			321
Additional paid in capital		4,330,495			3,775,336
Distributions in excess of net income		(468,473	)		(434,114	)
Accumulated other comprehensive loss		(35,165	)		(92,903	)
Treasury shares, at cost		(777	)		(262	)

Total Medical Properties Trust, Inc. Stockholders’ Equity		3,826,444			3,248,378
Preferred stock, $0.001 par value. Authorized 10,000 shares; no shares outstanding								—			—
Common stock, $0.001 par value. Authorized 750,000 shares; issued and outstanding — 598,344 shares at June 30, 2023 and 597,476 shares at December 31, 2022								598			597
Additional paid-in capital								8,547,835			8,535,140
Retained (deficit) earnings								(241,301	)		116,285
Accumulated other comprehensive income (loss)								6,680			(59,184	)
Total Medical Properties Trust, Inc. stockholders’ equity								8,313,812			8,592,838
Non-controlling interests		14,760			4,850			902			1,569

Total Equity		3,841,204			3,253,228			8,314,714			8,594,407

Total Liabilities and Equity	$	8,927,040		$	6,418,536		$	19,204,375		$	19,658,000


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
(In thousands)	2017			2016			2017			2016
Net income	$	76,881		$	70,543		$	218,862		$	182,692
Other comprehensive income:
Unrealized gain on interest rate swap		—			854			—			2,494
Foreign currency translation gain		17,426			4,450			57,738			10,354

Total comprehensive income		94,307			75,847			276,600			195,540
Comprehensive income attributable to non-controlling interests		(417	)		(185	)		(1,013	)		(683	)

Comprehensive income attributable to MPT common stockholders	$	93,890		$	75,662		$	275,587		$	194,857


	For the Nine Months Ended September 30,
(In thousands)	2017			2016
Operating activities
Net income	$	218,862		$	182,692
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		93,805			69,720
Amortization of deferred financing costs and debt discount		4,748			5,799
Direct financing lease interest accretion		(7,276	)		(6,757	)
Straight-line rent revenue		(47,678	)		(27,009	)
Share-based compensation		7,148			5,832
Gain from sale of real estate and other asset dispositions, net		(7,431	)		(61,294	)
Impairment charges		—			7,295
Straight-line rent and other write-off		1,117			3,063
Unutilized financing fees/debt refinancing costs		18,794			22,539
Other adjustments		(7,152	)		(8,398	)
Changes in:
Interest and rent receivables		(14,613	)		(12,790	)
Accounts payable and accrued expenses		(40,378	)		(12,403	)

Net cash provided by operating activities		219,946			168,289
Investing activities
Cash paid for acquisitions and other related investments		(2,152,069	)		(213,100	)
Net proceeds from sale of real estate		64,362			198,767
Principal received on loans receivable		6,760			804,809
Investment in loans receivable		(18,574	)		(102,909	)
Construction in progress and other		(52,953	)		(139,336	)
Investment in unsecured senior notes		—			(50,000	)
Proceeds from sale of unsecured senior notes		—			50,000
Other investments, net		(73,982	)		(52,701	)

Net cash (used for) provided by investing activities		(2,226,456	)		495,530
Financing activities
Proceeds from term debt		2,355,280			1,000,000
Payments of term debt		(688,221	)		(515,221	)
Revolving credit facilities, net		155,089			(1,100,000	)
Distributions paid		(239,211	)		(160,060	)
Lease deposits and other obligations to tenants		(7,467	)		13,784
Proceeds from sale of common shares, net of offering costs		548,055			1,024,088
Debt issuance costs paid and other financing activities		(27,167	)		(31,317	)

Net cash provided by financing activities		2,096,358			231,274

Increase in cash and cash equivalents for period		89,848			895,093
Effect of exchange rate changes		15,136			4,283
Cash and cash equivalents at beginning of period		83,240			195,541

Cash and cash equivalents at end of period	$	188,224		$	1,094,917

Interest paid	$	131,708		$	120,374
Supplemental schedule of non-cash investing activities:
(Decrease) increase in development project construction costs incurred, not paid	$	(9,036	)	$	17,458
Supplemental schedule of non-cash financing activities:
Distributions declared, not paid	$	87,519		$	58,333


	Preferred				Common
(In thousands, except per share amounts)	Shares		Par Value		Shares			Par Value		Additional Paid-in Capital			Retained Earnings (Deficit)			Accumulated Other Comprehensive Income (Loss)			Non- Controlling Interests			Total Equity
Balance at December 31, 2022		—	$	—		597,476		$	597	$	8,535,140		$	116,285		$	(59,184	)	$	1,569		$	8,594,407
Net income		—		—		—			—		—			32,794			—			236			33,030
Unrealized loss on interest rate swaps, net of tax		—		—		—			—		—			—			(15,325	)		—			(15,325	)
Reclassification of interest rate swap gain to earnings, net of tax		—		—		—			—		—			—			(28,553	)		—			(28,553	)
Foreign currency translation gain		—		—		—			—		—			—			28,143			—			28,143
Stock vesting and amortization of stock-based compensation		—		—		1,325			1		11,828			—			—			—			11,829
Stock vesting - satisfaction of tax withholdings		—		—		(499	)		—		(5,554	)		—			—			—			(5,554	)
Distributions to non-controlling interests		—		—		—			—		—			—			—			(231	)		(231	)
Dividends declared ($0.29 per common share)		—		—		—			—		—			(174,492	)		—			—			(174,492	)
Balance at March 31, 2023		—	$	—		598,302		$	598	$	8,541,414		$	(25,413	)	$	(74,919	)	$	1,574		$	8,443,254
Net loss		—		—		—			—		—			(42,037	)		—			(396	)		(42,433	)
Unrealized gain on interest rate swaps, net of tax		—		—		—			—		—			—			17,920			—			17,920
Foreign currency translation gain		—		—		—			—		—			—			60,445			—			60,445
Reclassification of foreign currency translation loss to earnings		—		—		—			—		—			—			3,234			—			3,234
Stock vesting and amortization of stock-based compensation		—		—		59			—		6,437			—			—			—			6,437
Stock vesting - satisfaction of tax withholdings		—		—		(17	)		—		(16	)		—			—			—			(16	)
Distributions to non-controlling interests		—		—		—			—		—			—			—			(276	)		(276	)
Dividends declared ($0.29 per common share)		—		—		—			—		—			(173,851	)		—			—			(173,851	)
Balance at June 30, 2023		—	$	—		598,344		$	598	$	8,547,835		$	(241,301	)	$	6,680		$	902		$	8,314,714


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
(In thousands, except per unit amounts)	2017			2016			2017			2016
Revenues
Rent billed	$	110,930		$	82,387		$	311,140		$	234,408
Straight-line rent		17,505			9,741			46,561			26,509
Income from direct financing leases		19,115			14,678			55,307			47,181
Interest and fee income		29,030			19,749			86,776			79,756

Total revenues		176,580			126,555			499,784			387,854
Expenses
Real estate depreciation and amortization		31,915			23,876			88,994			67,850
Impairment charges		—			(80	)		—			7,295
Property-related		1,519			(93	)		4,000			1,592
Acquisition expenses		7,434			2,677			20,996			6,379
General and administrative		15,011			12,305			43,287			35,821

Total operating expenses		55,879			38,685			157,277			118,937

Operating income		120,701			87,870			342,507			268,917
Other income (expense)
Interest expense		(42,759	)		(40,262	)		(120,498	)		(121,132	)
Gain on sale of real estate and other asset dispositions, net		18			44,616			7,431			61,294
Earnings (loss) from equity and other interests		3,384			1,245			7,898			(2,556	)
Unutilized financing fees/debt refinancing costs		(4,414	)		(22,535	)		(18,794	)		(22,539	)
Other income (expense)		481			99			1,101			(118	)
Income tax expense		(530	)		(490	)		(783	)		(1,173	)

Net other expense		(43,820	)		(17,327	)		(123,645	)		(86,224	)

Income from continuing operations		76,881			70,543			218,862			182,693
Loss from discontinued operations		—			—			—			(1	)

Net income		76,881			70,543			218,862			182,692
Net income attributable to non-controlling interests		(417	)		(185	)		(1,013	)		(683	)

Net income attributable to MPT Operating Partnership partners	$	76,464		$	70,358		$	217,849		$	182,009

Earnings per unit — basic
Income from continuing operations attributable to MPT Operating Partnership partners	$	0.21		$	0.29		$	0.63		$	0.75
Loss from discontinued operations attributable to MPT Operating Partnership partners		—			—			—			—

Net income attributable to MPT Operating Partnership partners	$	0.21		$	0.29		$	0.63		$	0.75

Weighted average units outstanding — basic		364,315			246,230			345,076			240,607

Earnings per unit — diluted
Income from continuing operations attributable to MPT Operating Partnership partners	$	0.21		$	0.28		$	0.63		$	0.75
Loss from discontinued operations attributable to MPT Operating Partnership partners		—			—			—			—

Net income attributable to MPT Operating Partnership partners	$	0.21		$	0.28		$	0.63		$	0.75

Weighted average units outstanding — diluted		365,046			247,468			345,596			241,432

Dividends declared per unit	$	0.24		$	0.23		$	0.72		$	0.68


	General						Limited Partners						Accumulated
	Partner						Common						Other			Non-
(In thousands, except per unit amounts)	Units			Unit Value			Units			Unit Value			Comprehensive Income (Loss)			Controlling Interests			Total Capital
Balance at December 31, 2022		5,976		$	86,599			591,500		$	8,565,813		$	(59,184	)	$	1,569		$	8,594,797
Net income		—			328			—			32,466			—			236			33,030
Unrealized loss on interest rate swaps, net of tax		—			—			—			—			(15,325	)		—			(15,325	)
Reclassification of interest rate swap gain to earnings, net of tax		—			—			—			—			(28,553	)		—			(28,553	)
Foreign currency translation gain		—			—			—			—			28,143			—			28,143
Unit vesting and amortization of unit-based compensation		13			118			1,312			11,711			—			—			11,829
Unit vesting - satisfaction of tax withholdings		(5	)		(56	)		(494	)		(5,498	)		—			—			(5,554	)
Distributions to non-controlling interests		—			—			—			—			—			(231	)		(231	)
Distributions declared ($0.29 per unit)		—			(1,745	)		—			(172,747	)		—			—			(174,492	)
Balance at March 31, 2023		5,984		$	85,244			592,318		$	8,431,745		$	(74,919	)	$	1,574		$	8,443,644
Net loss		—			(420	)		—			(41,617	)		—			(396	)		(42,433	)
Unrealized gain on interest rate swaps, net of tax		—			—			—			—			17,920			—			17,920
Foreign currency translation gain		—			—			—			—			60,445			—			60,445
Reclassification of foreign currency translation loss to earnings		—			—			—			—			3,234			—			3,234
Unit vesting and amortization of unit-based compensation		1			64			58			6,373			—			—			6,437
Unit vesting - satisfaction of tax withholdings		—			—			(17	)		(16	)		—			—			(16	)
Distributions to non-controlling interests		—			—			—			—			—			(276	)		(276	)
Distributions declared ($0.29 per unit)		—			(1,739	)		—			(172,112	)		—			—			(173,851	)
Balance at June 30, 2023		5,985		$	83,149			592,359		$	8,224,373		$	6,680		$	902		$	8,315,104


VIE Type	Maximum Loss Exposure(1)		Asset Type Classification	Carrying Amount(2)		Carrying Amount(1)		Asset Type Classification	Maximum Loss Exposure(2)
Loans, net	$	331,857	Mortgage and other loans	$	235,287	$	805,640	Investments in Unconsolidated Operating Entities	$	805,640
Loans, net							139,266	Mortgage and other loans		176,248
Equity investments	$	13,242	Other assets	$	—		89,809	Investments in Unconsolidated Operating Entities		89,809


	Nine Months Ended September 30,
	2017			2016
Assets Acquired
Land and land improvements	$	196,094		$	13,602
Building		987,442			125,744
Intangible lease assets — subject to amortization (weighted average useful life 28.7 years for 2017 and 19.4 years for 2016)		128,961			10,754
Net investments in direct financing leases		40,450			63,000
Mortgage loans		700,000			—
Equity investments		100,000			—
Liabilities assumed		(878	)		—

Total assets acquired	$	2,152,069		$	213,100
Loans repaid (1)		—			(93,262	)

Total net assets acquired	$	2,152,069		$	119,838


	For the Three Months				For the Nine Months
	Ended September 30,				Ended September 30,
	2017		2016		2017		2016
Total revenues	$	209,368	$	207,898	$	623,635	$	622,798
Net income	$	102,112	$	107,863	$	311,306	$	307,645
Net income per share/unit — diluted	$	0.28	$	0.30	$	0.85	$	0.84


Property	Commitment		Costs Incurred as of September 30, 2017		Estimated Completion Date
Ernest (Flagstaff, Arizona)	$	28,067	$	16,619		1Q 2018
Circle (Birmingham, England)		43,221		11,389		1Q 2019

	$	71,288	$	28,008


	As of September 30, 2017			As of December 31, 2016
Minimum lease payments receivable	$	2,312,621		$	2,207,625
Estimated residual values		448,098			407,647
Less: Unearned income		(2,064,890	)		(1,967,170	)

Net investment in direct financing leases	$	695,829		$	648,102


	As of September 30, 2017		As of December 31, 2016
Mortgage loans	$	1,777,555	$	1,060,400
Acquisition loans		119,256		121,464
Working capital and other loans		32,453		34,257

	$	1,929,264	$	1,216,121


	As of September 30, 2017					As of December 31, 2016
Operators	Total Gross Assets		Percentage of Total Gross Assets			Total Gross Assets		Percentage of Total Gross Assets
Steward (1)	$	3,445,379		36.8	%	$	1,609,583		22.5	%
MEDIAN		1,209,767		12.9	%		993,677		13.9	%
Prime		1,118,070		12.0	%		1,144,055		16.0	%
Ernest		631,501		6.7	%		627,906		8.8	%
RCCH		506,265		5.4	%		566,600		7.9	%
Other operators		1,992,448		21.3	%		1,900,397		26.7	%
Other assets		452,505		4.9	%		300,903		4.2	%

Total	$	9,355,935		100.0	%	$	7,143,121		100.0	%


	As of September 30, 2017			As of December 31, 2016
Revolving credit facility^(A)	$	445,359		$	290,000
Term loans		200,000			263,101
6.375% Senior Unsecured Notes due 2022:
Principal amount		350,000			350,000
Unamortized premium		1,549			1,814

		351,549			351,814
5.750% Senior Unsecured Notes due 2020^(B)		—			210,340
4.000% Senior Unsecured Notes due 2022^(B)		590,700			525,850
5.500% Senior Unsecured Notes due 2024		300,000			300,000
6.375% Senior Unsecured Notes due 2024		500,000			500,000
3.325% Senior Unsecured Notes due 2025^(B)		590,700			—
5.250% Senior Unsecured Notes due 2026		500,000			500,000
5.000% Senior Unsecured Notes due 2027		1,400,000			—

	$	4,878,308		$	2,941,105
Debt issue costs, net		(46,044	)		(31,764	)

	$	4,832,264		$	2,909,341


2017	$	350,000	(A)
2018		—
2019		—
2020		—
2021		445,359
Thereafter		4,081,400

Total	$	4,876,759


	Fair				Asset Type
Asset Type	Value		Cost		Classification
Mortgage loans	$	115,000	$	115,000		Mortgage loans
Acquisition and other loans		115,398		115,398		Other loans
Equity investments		3,300		3,300		Other assets

	$	233,698	$	233,698


Basis Point Change in Marketability Discount	Estimated Increase (Decrease) In Fair Value
+100 basis points	$	(51	)
- 100 basis points		51


	For the Three Months Ended						For the Nine Months Ended
	September 30, 2017			September 30, 2016			September 30, 2017			September 30, 2016
FFO information:
Net income attributable to MPT common stockholders	$	76,464		$	70,358		$	217,849		$	182,009
Participating securities’ share in earnings		(82	)		(154	)		(307	)		(430	)

Net income, less participating securities’ share in earnings	$	76,382		$	70,204		$	217,542		$	181,579
Depreciation and amortization		32,618			24,374			90,744			69,181
Gain on sale of real estate		(18	)		(44,515	)		(7,431	)		(67,168	)

Funds from operations	$	108,982		$	50,063		$	300,855		$	183,592
Write-off of straight line rent and other		—			—			1,117			3,063
Transaction costs from non-real estate dispositions .		—			(101	)		—			5,874
Acquisition expenses, net of tax benefit		7,166			2,689			19,350			11,723
Impairment charges		—			(80	)		—			7,295
Unutilized financing fees / debt refinancing costs		4,414			22,535			18,794			22,539

Normalized funds from operations	$	120,562		$	75,106		$	340,116		$	234,086

Per diluted share data:
Net income, less participating securities’ share in earnings	$	0.21		$	0.28		$	0.63		$	0.75
Depreciation and amortization		0.09			0.10			0.26			0.29
Gain on sale of real estate		—			(0.18	)		(0.02	)		(0.28	)

Funds from operations	$	0.30		$	0.20		$	0.87		$	0.76
Write-off of straight line rent and other		—			—			—			0.01
Transaction costs from non-real estate dispositions .		—			—			—			0.03
Acquisition expenses, net of tax benefit		0.02			0.01			0.06			0.05
Impairment charges		—			—			—			0.03
Unutilized financing fees / debt refinancing costs		0.01			0.09			0.05			0.09

Normalized funds from operations	$	0.33		$	0.30		$	0.98		$	0.97


	For the Three Months Ended						For the Six Months Ended
	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022
FFO information:
Net (loss) income attributable to MPT common stockholders	$	(42,037	)	$	189,597		$	(9,243	)	$	821,278
Participating securities’ share in earnings		(469	)		(345	)		(984	)		(747	)
Net (loss) income, less participating securities’ share in earnings	$	(42,506	)	$	189,252		$	(10,227	)	$	820,531
Depreciation and amortization		382,244			101,976			484,204			201,435
Gain on sale of real estate		(167	)		(16,355	)		(229	)		(467,993	)
Real estate impairment charges		—			—			52,104			—
Funds from operations	$	339,571		$	274,873		$	525,852		$	553,973
Write-off (recovery) of unbilled rent and other		95,642			1,943			135,268			(328	)
Other impairment charges		—			—			—			4,875
Litigation and other		2,502			—			10,228			—
Share-based compensation adjustments		(4,363	)		(966	)		(4,363	)		(966	)
Non-cash fair value adjustments		8,374			(943	)		4,253			(8,966	)
Tax rate changes and other		(157,230	)		(825	)		(164,535	)		(825	)
Debt refinancing and unutilized financing costs		816			619			816			9,435
Normalized funds from operations	$	285,312		$	274,701		$	507,519		$	557,198
Per diluted share data:
Net (loss) income, less participating securities’ share in earnings	$	(0.07	)	$	0.32		$	(0.02	)	$	1.37
Depreciation and amortization		0.64			0.17			0.81			0.33
Gain on sale of real estate		—			(0.03	)		—			(0.78	)
Real estate impairment charges		—			—			0.09			—
Funds from operations	$	0.57		$	0.46		$	0.88		$	0.92
Write-off (recovery) of unbilled rent and other		0.16			—			0.23			—
Other impairment charges		—			—			—			—
Litigation and other		—			—			0.01			—
Share-based compensation adjustments		—			—			—			—
Non-cash fair value adjustments		0.01			—			—			(0.01	)
Tax rate changes and other		(0.26	)		—			(0.27	)		—
Debt refinancing and unutilized financing costs		—			—			—			0.02
Normalized funds from operations	$	0.48		$	0.46		$	0.85		$	0.93


2023	$	509,960
2024		442,463
2025		1,442,730
2026		3,164,399
2027		1,600,000
Thereafter		3,411,155
Total	$	10,570,707


Contractual Obligations	Less Than 1 Year		1-3 Years		3-5 Years		After 5 Years		Total
Revolving credit facility (1)	$	14,287	$	28,574	$	450,122	$	—	$	492,983
Term loan		5,556		11,127		207,444		—		224,127
3.325% Senior Unsecured Notes due 2025		19,641		39,282		39,282		649,622		747,827
5.750% Senior Unsecured Notes due 2020		—		—		—		—		—
6.375% Senior Unsecured Notes due 2022		364,381		—		—		—		364,381
5.000% Senior Unsecured Notes due 2027		39,667		140,000		140,000		1,785,000		2,104,667


Contractual Commitments	2023(1)		2024		2025		2026		2027		Thereafter		Total
Purchase obligations	$	159,529	$	235,837	$	27,946	$	—	$	—	$	—	$	423,312
Revolving credit facility		40,816		99,959		99,959		1,526,350		—		—		1,767,084
Australian term loan facility		3,592		312,262		—		—		—		—		315,854


Declaration Date	Record Date	Date of Distribution	Distribution per Share
August 17, 2017	September 14, 2017	October 12, 2017	$	0.24
May 25, 2017	June 15, 2017	July 14, 2017	$	0.24
February 16, 2017	March 16, 2017	April 13, 2017	$	0.24
November 10, 2016	December 8, 2016	January 12, 2017	$	0.23
August 18, 2016	September 15, 2016	October 13, 2016	$	0.23
May 19, 2016	June 16, 2016	July 14, 2016	$	0.23
February 19, 2016	March 17, 2016	April 14, 2016	$	0.22
November 12, 2015	December 10, 2015	January 14, 2016	$	0.22


	Net Income Impact(1)		FFO Impact(1)		NFFO Impact
British pound (£)	$	9,919	$	19,250	$	19,250
Euro (€)		2,186		6,601		6,605
Swiss franc (CHF)		2,681		5,050		4,051
Colombian peso (COP)		1,368		1,435		1,435


Period	Total number of shares purchased(1) (in thousands)		Average price per share		Total number of shares purchased as part of publicly announced programs(2)		Approximate dollar value of shares that may yet be purchased under the plans or programs (in thousands)
April 1-April 30, 2023		17	$	8.08		—	$	482,085


Exhibit Number		Description

4.1* 31.1*		Twelfth Supplemental Indenture, dated as of September 21, 2017, by and among MPT Operating Partnership, L.P. and MPT Finance Corporation, as issuers, Medical Properties Trust, Inc., as parent and guarantor, and Wilmington Trust, National Association, as trustee.

10.1*		Joinder and Amendment to Master Lease Agreement, dated as of September 29, 2017, by and among certain Affiliates of MPT Operating Partnership, L.P. and certain Affiliates of Steward Health Care System LLC.

10.2*		Joinder and Amendment to Real Estate Loan Agreement, dated as of September 29, 2017, by and among certain Affiliates of MPT Operating Partnership, L.P. and certain Affiliates of Steward Health Care System LLC.

31.1*		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. (Medical Properties Trust, Inc.)

31.2*		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. (Medical Properties Trust, Inc.)

31.3*		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. (MPT Operating Partnership, L.P.)

31.4*		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. (MPT Operating Partnership, L.P.)

32.1**		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Medical Properties Trust, Inc.)

32.2**		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (MPT Operating Partnership, L.P.)

Exhibit ~~101.INS~~101.INS*		XBRL Instance Document- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Exhibit ~~101.SCH~~101.SCH*		Inline XBRL Taxonomy Extension Schema Document

Exhibit ~~101.CAL~~101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document

Exhibit ~~101.DEF~~101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document

Exhibit ~~101.LAB~~101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document

Exhibit ~~101.PRE~~101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document


~~Exhibit~~ ~~Number~~	~~Description~~
Exhibit 104*
4.1*		~~Twelfth Supplemental Indenture, dated~~ Cover Page Interactive Data File (formatted as of September 21, 2017, by and among MPT Operating Partnership, L.P. and MPT Finance Corporation, as issuers, Medical Properties Trust, Inc., as parent and guarantor, and Wilmington Trust, National Association, as trustee.

10.1*	Joinder and Amendment to Master Lease Agreement, dated as of September 29, 2017, by and among certain Affiliates of MPT Operating Partnership, L.P. and certain Affiliates of Steward Health Care System LLC.

10.2*	Joinder and Amendment to Real Estate Loan Agreement, dated as of September 29, 2017, by and among certain Affiliates of MPT Operating Partnership, L.P. and certain Affiliates of Steward Health Care System LLC.

31.1*	~~Certification of Chief Executive Officer pursuant to Rule13a-14(a)~~ ~~under the Securities Exchange Act of 1934. (Medical Properties Trust, Inc.)~~

31.2*	~~Certification of Chief Financial Officer pursuant to Rule13a-14(a)~~ ~~under the Securities Exchange Act of 1934. (Medical Properties Trust, Inc.)~~

31.3*	~~Certification of Chief Executive Officer pursuant to Rule13a-14(a)~~ ~~under the Securities Exchange Act of 1934. (MPT Operating Partnership, L.P.)~~

31.4*	~~Certification of Chief Financial Officer pursuant to Rule13a-14(a)~~ ~~under the Securities Exchange Act of 1934. (MPT Operating Partnership, L.P.)~~

32.1**	~~Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule13a-14(b)~~ ~~under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Medical Properties Trust, Inc.)~~

32.2**	~~Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule13a-14(b)~~ ~~under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (MPT Operating Partnership, L.P.)~~

~~Exhibit 101.INS~~	Inline XBRL ~~Instance Document~~

~~Exhibit 101.SCH~~	~~XBRL Taxonomy Extension Schema Document~~

~~Exhibit 101.CAL~~	~~XBRL Taxonomy Extension Calculation Linkbase Document~~

~~Exhibit 101.DEF~~	~~XBRL Taxonomy Extension Definition Linkbase Document~~

~~Exhibit 101.LAB~~	~~XBRL Taxonomy Extension Label Linkbase Document~~

~~Exhibit 101.PRE~~	~~XBRL Taxonomy Extension Presentation Linkbase Document~~with applicable taxonomy extension information contained in Exhibits 101.*)


~~By:~~ MEDICAL PROPERTIES TRUST, INC.

By:	/s/ J. Kevin Hanna
	J. Kevin Hanna
		Senior Vice President, Controller, Assistant Treasurer, and Chief Accounting Officer (Principal Accounting Officer)


~~By:~~ MPT OPERATING PARTNERSHIP, L.P.

By:		/s/ J. Kevin Hanna
		J. Kevin Hanna
		Senior Vice President, Controller, Assistant
		Treasurer, and Chief Accounting Officer
		of the sole member of the general partner
		of MPT Operating Partnership, L.P.
		(Principal Accounting Officer)