
Vicki U. Booth
Independent Director of the Board of Directors
Age: 59			Director Since: 2018
Committees: Audit, Compensation, Nominating and Corporate Governance (Chair), and Risk Management

Biographical Description:
Ms. Booth has served as an independent director of the Company since March 2018. Ms. Booth currently serves as the President and Board Chair of the Ueberroth Family Foundation, overseeing the investment of foundation assets and day to day operations. She is actively engaged in working with organizations focused on healthcare, human services and improving the lives of youth. Through these activities, Ms. Booth has established strong relationships within the healthcare community that provides her with strategic insights into health system plans. Her relationships have led to current roles as a Director for Hoag Hospital, part of the Providence St. Joseph Health system, where she chairs the Nominating and Governance Committee and serves on the Quality Improvement Committee, Finance Committee and Community Benefit Committee. She also serves as a Director of the Hoag Clinic. Ms. Booth recently completed her term as a member of the Texas Christian University (“TCU”) Chancellor’s Advisory Council. In addition, Ms. Booth currently serves on the Steering Committee of the Family Foundation Alliance and is a member of Orange County Grantmakers. She is the past chair of the Board of Governors of the Orange County Community Foundation where she continues to chair the Community Impact Committee. Ms. Booth received her Bachelors of Arts degree from the University of Colorado.
Board Experience and Qualifications:
Ms. Booth brings to the Company experience within the healthcare sector through the various positions she has held with healthcare universities and hospitals. These roles have allowed Ms. Booth to develop extensive relationships with leading healthcare communities and provided her with in-depth knowledge and understanding of the healthcare industry within which we operate.

~~PART I~~


H. Lee Cooper
Independent Director of the Board of Directors / Financial Expert
Age: 59			Director Since: 2020
Committees: Compensation, Nominating and Corporate Governance, and Risk Management (Chair)

Biographical Description:
Mr. Cooper has served as an independent director of the Company since January 2020. Mr. Cooper is currently the CEO of Shields Health Solutions. Prior to that, Lee was an operating partner at Welsh, Carson, Anderson & Stowe, a leading private equity firm focused on healthcare and technology investing. From 1990 to July 2019, Mr. Cooper served as an executive at the General Electric Company (“GE”), most recently as the President & CEO of GE Healthcare Systems, U.S. and Canada. In this role, he oversaw GE Healthcare’s core businesses of Imaging, Ultrasound, Life Care Solutions, Enterprise Digital Solutions and Services and partnered with care providers, healthcare systems and governments to improve healthcare quality, access and affordability. Mr. Cooper also served as the Commercial Officer for GE and several of its subsidiaries, including GE Energy Connections and GE Capital – Americas. He also served as the co-sponsor of several forums and initiatives aimed at increasing representation of women and minorities in GE’s various businesses. Mr. Cooper holds a Bachelor of Arts degree from Ohio Wesleyan University.
Board Experience and Qualifications:
Mr. Cooper is a distinguished leader in the healthcare industry, as a result of his roles in healthcare-focused private equity and his more than 25 years with GE. He brings a distinguished Fortune 500 public company background, healthcare experience and relationships, and leadership skills.

~~Item 1. Business~~

~~BUSINESS OVERVIEW~~

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~~HTA, a Maryland corporation,~~


Warren D. Fix
Independent Director of the Board of Directors / Financial Expert
Age: 83			Director Since: 2006
Committees: Audit, Compensation (Chair), Investment, and Risk Management

Biographical Description:
Mr. Fix has served as an independent director of the Company since September 2006. Until November of 2008, when he completed the entity’s dissolution, he served for five years as the Chief Executive Officer of WCH, Inc., formerly Candlewood Hotel Company, Inc., having served as its Executive Vice President, Chief Financial Officer and Secretary since 1995. During his tenure with Candlewood Hotel Company, Inc., Mr. Fix oversaw the development of a chain of extended-stay hotels, including 117 properties aggregating 13,300 rooms. From July 1994 to October 1995, Mr. Fix was a consultant to Doubletree Hotels, primarily developing debt and equity sources of capital for hotel acquisitions and refinancing. Mr. Fix has been and continues to be a partner in The Contrarian Group, a business management and investment company since December 1992. From 1989 to December 1992, Mr. Fix served as President of The Pacific Company, a real estate investment and development company. During his tenure at The Pacific Company, Mr. Fix was responsible for the development, acquisition and management of an apartment portfolio comprising in excess of 3,000 units. From 1964 to 1989, Mr. Fix held numerous positions, including Chief Financial Officer, with The Irvine Company, a major California-based real estate firm that develops residential property, for-sale housing, apartments, commercial, industrial, retail, hotel and other land related uses. Mr. Fix was one of the initial team of ten professionals hired by The Irvine Company to initiate the development of 125,000 acres of land in Orange County, California. Mr. Fix is a Certified Public Accountant (inactive). He received his Bachelor of Arts degree from Claremont McKenna College and is a graduate of the UCLA Executive Management Program, the Stanford Financial Management Program, the UCLA Anderson Corporate Director Program, and the Stanford Directors’ Consortium.
Board Experience and Qualifications:
Mr. Fix provides the Company with financial and management expertise, with particular industry knowledge in real estate, hospitality and financial services. He has served in various executive and/or director roles in a number of public and private companies in the real estate, financial and technology sectors for over 40 years.


Peter N. Foss
Interim President, Chief Executive Officer, and Director of the Board of Directors
Age: 78			Director Since: 2015
Committees: Investment

Biographical Description:
Mr. Foss was named Interim President and Chief Executive Officer of the Company effective August 2, 2021. Mr. Foss has served as an independent director of the Company since April 2015. He provides the Company strong leadership skills through significant experience in customer relationships and stakeholder and employee engagement. He is a 35 year veteran of General Electric Company (“GE”) where he was President of GE’s Olympic Sponsorship and Corporate Accounts from 2003 until his retirement in February 2013. In addition, Mr. Foss directed the Corporate Sales Program at GE. Mr. Foss was rehired by GE in November 2013 to serve as the leader of the GE/NFL Brain Research Program. Prior to his most recent positions, he served for six years as the President of GE Polymerland, a commercial organization representing GE Plastics in the global marketplace. Prior to GE Polymerland, Mr. Foss served in various commercial roles with GE, including introducing LEXAN® film in the 1970s, and was the Market Development Manager on the ULTEM® introduction team in 1982. He has also served as the Regional General Manager for four of the GE Plastics regions, including leading the GE Plastics effort in Mexico in the mid-1990s. Mr. Foss serves on the board of Savista (formerly nThrive), a private company. Mr. Foss previously served on the board of directors of First Horizon National Corporation, Capital Bank Corp., Green Bankshares and TIB Financial Corp.
Board Experience and Qualifications:
Mr. Foss provides the Company with significant experience in marketing and sales based on his over 30 year career at GE. During his time at GE, he had extensive involvement with the healthcare industry. In addition to leading GE’s global sales efforts, which included its global Healthcare division, he was also instrumental in founding the GE/NFL Brain Research Program. These roles allowed Mr. Foss to develop extensive relationships with leading healthcare providers and also provided him with a keen understanding of the changing delivery of healthcare. These relationships and his significant business experience at GE provide the Board of Directors with insights regarding matters affecting trends in the healthcare industry.

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Jay P. Leupp
Independent Director of the Board of Directors / Financial Expert
Age: 58			Director Since: 2020
Committees: Audit (Chair), Compensation, Nominating and Corporate Governance, and Investment

Biographical Description:
Mr. Leupp was appointed as an independent director of the Company in January 2020. Mr. Leupp is currently the Managing Partner and Senior Portfolio Manager for Terra Firma Asset Management, LLC (“TFAM”). Prior to TFAM, Mr. Leupp was Managing Director, Senior Portfolio Manager for Lazard Asset Management LLC in San Francisco, CA where he worked from 2011 to June 2020. Prior to joining Lazard, Mr. Leupp was the President and Chief Executive Officer of Grubb & Ellis Alesco Global Advisors, which he founded in 2006 prior to its sale to Grubb & Ellis, and served as the Senior Portfolio Manager for their real estate securities mutual funds. Prior to that, Mr. Leupp has a long career as an equity analyst, including as a managing director at RBC and Robertson Stephens. Mr. Leupp also holds an MBA degree from Harvard University and a Bachelor of Accounting degree from Santa Clara University. Mr. Leupp is a past chairman and member of the Board of Directors of Chaminade College Preparatory, Los Angeles, and the Santa Clara University Board of Regents. He currently serves on the Board of Directors of G.W. Williams Company, Apartment Investment and Management Company, Marathon Digital Holdings, and on the Policy Board of the Fisher Center for Real Estate at the University of California, Berkeley. Mr. Leupp is a Past Chairman (2002-2009) of SCU Board of Regents.
Board Experience and Qualifications:
Mr. Leupp is a long-time REIT veteran, with over 25 years in the publicly traded real estate markets. He brings to the Company extensive and broad real estate, financial, and capital markets expertise and has held several board of director and leadership positions which experience is expected to be of benefit to the Company.


Constance B. Moore
Independent Director of the Board of Directors / Financial Expert
Age: 66			Director Since: 2022
Committees: Audit, Compensation and Investment

Biographical Description:
Ms. Moore was elected to the Board effective March 11, 2022. Ms. Moore has more than 40 years of experience in the real estate industry and extensive experience as a corporate director and officer. She has served as a director of Civeo Corporation since June 2014 and as a director of TriPointe Homes since July 2014. She served as a director of Columbia Property Trust, including as chair of its board of directors in 2021, from November 2017 until it was acquired in December 2021, and as a director of Strive Communities, a private company, from January 2019 until it was acquired in April 2021. She served as a Director of BRE Properties, Inc. from September 2002 until BRE was acquired in April 2014. Ms. Moore served as President and Chief Executive Officer of BRE from January 2005 until April 2014, served as President and Chief Operating Officer from January 2004 until December 2004 and served as Executive Vice President & Chief Operating Officer from September 2002 to December 2003. Ms. Moore holds an M.B.A. from the Haas School of Business at the University of California, Berkeley, and a bachelor’s degree from San Jose State University. In 2009, she served as chair of National Association of REITS. Currently, she is the Chair of the Fisher Center for Real Estate and Urban Economics Policy Advisory Board at University of California, Berkeley, a Governor, and a Life Trustee of the Urban Land Institute, Vice Chair of the board of Bridge Housing Corporation, on the board of the Haas School of Business, and on the board of the Tower Foundation at San Jose State University.
Board Experience and Qualifications:
Ms. Moore is a distinguished leader in the real estate industry, with 40 years of real estate experience, including 20 years of experience as a public company director. Ms. Moore brings to the Company valuable insight into public company accounting and reporting issues, including experience as an audit committee chair. Ms. Moore's business and financial acumen, leadership, integrity, judgment, experience with public companies and extensive experience in the real estate industry provides substantial benefit to the Company and enhances the financial expertise of the Board.

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EXECUTIVE OFFICERS

The following table and ~~HTALP, a Delaware limited partnership, were incorporated or formed,~~biographical descriptions set forth information with respect to our executive officers as ~~applicable, on April 20, 2006.~~

HTA is a publicly-traded REIT and one of the leading owners and operators of medical office buildings (“MOBs”) in the United States (“U.S.”). We focus on owning and operating MOBs that serve the future of healthcare delivery and are located on health system campuses, near university medical centers, or in community core outpatient locations. We also focus on key markets that have attractive demographics and macro-economic trends and where we can utilize our institutional full-service operating platform to generate strong tenant and health system relationships and operating cost efficiencies. Our primary objective is to enhance the value of our real estate assets through our dedicated asset management and leasing platform, which generates consistent revenue streams and manageable expenses. As a result of our core business strategy, we seek to generate stockholder value through consistent and growing dividends, which are attainable through sustainable cash flows.

We invest in MOBs that we believe are critical to the delivery of healthcare in a changing environment. Healthcare is one of the fastest growing segments of the U.S. economy, with an expected average growth rate of approximately 6% annually through 2026. Overall U.S. spending is expected to increase by approximately 20% of gross domestic product (“GDP”) by 2026 according to the U.S. Centers for Medicare & Medicaid Services. In addition, healthcare is experiencing the fastest employment growth in the U.S., a trend that is expected to continue over the next decade. These high levels of demand are primarily driven by an aging U.S. population and the long-term impact of an increasing number of insured individuals nationwide. This increase in demand, combined with advances in less invasive medical procedures, is driving many healthcare services to lower costs and to more convenient outpatient settings that are less reliant on hospital campuses. As a result, HTA believes that well-located MOBs should provide stable cash flows with relatively low vacancy risk, resulting in consistent long-term growth.

Since inception, the Company has invested $7.3 billion primarily in MOBs, development projects, land and other healthcare real estate assets that are primarily located in 20 to 25 high quality markets that possess above average economic and socioeconomic drivers. Our portfolio consists of approximately 24.8 million square feet of gross leasable area (“GLA”) throughout the U.S. As of December 31, ~~2019, approximately 66%~~2021.


						Peter N Foss Interim President and Chief Executive Officer Age: 78 Term of Office: Since 2021
						For biographical information regarding Mr. Foss, our Interim President and Chief Executive Officer, see “Directors” above.


						Robert A. Milligan Chief Financial Officer Age: 41 Term of Office: Since 2014
						Mr. Milligan has served as our Chief Financial Officer since September 2014. Mr. Milligan served as the Company’s Executive Vice President of Corporate Finance and Capital Markets since July 2014 before which time he served as the Senior Vice President of Corporate Finance from January 2013 to July 2014 and the Director of Finance from January 2012 to January 2013. Mr. Milligan joined the Company in 2012. Before joining the Company, Mr. Milligan served as a Vice President at Bank of America Merrill Lynch, where he worked from July 2007 to January 2012. From June 2003 to July 2007, he served in various corporate finance capacities at General Electric. Mr. Milligan holds a BS degree in Finance and Economics from Arizona State University and an MBA degree from the University of Chicago.


.						Amanda L. Houghton Executive Vice President - Asset Management Age: 40 Term of Office: Since 2011
.						Ms. Houghton has served as our Executive Vice President - Asset Management since December 2011. From January 2011 to December 2011, Ms. Houghton served as our Senior Vice President of Asset Management and Finance. From January 2010 to January 2011, Ms. Houghton served as our Vice President of Asset Management and Finance. Ms. Houghton has experience in asset and joint venture management, acquisitions, dispositions, and corporate cash modeling and valuation. From August 2006 to December 2009, Ms. Houghton served as the Manager of Joint Ventures for Glenborough LLC in San Mateo, California, where she actively managed over two million square feet of retail/office properties and 400 acres of development land. Prior to joining Glenborough, from August 2005 to August 2006, Ms. Houghton provided acquisitions, asset management and disposition support in her position as Senior Analyst at ING Clarion in Boston, Massachusetts. Between July 2004 and August 2005, she served as a Senior Project Analyst for Weyerhaeuser Realty Investors in Irvine, California. Prior to Weyerhaeuser, Ms. Houghton participated in mergers and acquisitions structuring and valuation at RSM EquiCo in Costa Mesa, California, and business and intangible asset valuation at Bernstein, Conklin & Balcombe in Dallas, Texas. Ms. Houghton received a B.B.A degree in Finance and a B.A. degree in Public Policy from Southern Methodist University. Ms. Houghton holds the Chartered Financial Analyst designation and is a member of the CFA Institute. Ms. Houghton also serves on the Board of Directors for Make a Wish Arizona, a nonprofit organization.

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CORPORATE GOVERNANCE

Board of Directors

The Board of Directors held 36 meetings during the year ended December 31, 2021, of which 15 meetings were held with independent directors only. Each of our ~~portfolio~~directors attended at least 75% of the aggregate of the total number of meetings of the Board of Directors held during the year and the total number of meetings held by all committees of the Board of Directors on which such members served during the periods in which they served.

Board Leadership Structure

The Nominating and Corporate Governance Committee and the Board of Directors believe it is important to select the Chairman of the Board of Directors (the “Chairman”) and Chief Executive Officer in the manner they consider in the best interests of the Company at any given point in time. The members of the Nominating and Corporate Governance Committee and the Board of Directors possess considerable business experience and in-depth knowledge of the issues the Company faces and, therefore, are in the best position to evaluate our needs and how best to organize our leadership structure to meet those needs. Accordingly, the Chairman and Chief Executive Officer positions may be filled by one individual or by two different individuals. The Nominating and Corporate Governance Committee and the Board of Directors believe that the most effective leadership structure for the Company at this time is for Mr. Peter N. Foss to serve as our Interim President and Chief Executive Office and W. Bradley Blair, to serve as our Chairman of the Board of Directors.

Lead Independent Director

The lead independent director’s responsibilities include, among other things, presiding over all meetings at which the Chairman is not present, including executive sessions of independent directors, calling meetings of independent directors, functioning as a liaison with the Chairman, approving board meeting agendas and scheduling and conferring with the Chairman on strategic planning matters and transactions. In July 2021, Mr. Blair was ~~located~~re-elected by the Nominating and Corporate Governance Committee as lead independent director for a term of one year. Any subsequent lead independent director shall be elected annually for a term of one-year. The Board of Directors believes this allocation of responsibility provides for effective leadership while maintaining independence.

A full list of the lead independent director’s duties and responsibilities is also available by clicking on “Corporate Governance” in the ~~campuses~~“Corporate Information” section under “Investor Relations” on our website at www.htareit.com.

Director Attendance at Annual Meetings of ~~or adjacent~~Stockholders

Although we have no policy with regard to ~~nationally~~attendance by the members of the Board of Directors at our annual meetings of stockholders, we invite and ~~regionally recognized healthcare systems. We believe these key locations~~encourage the members of the Board of Directors to attend our annual meeting of stockholders to foster communication between our stockholders and affiliations create significant demand from healthcare related tenants for our properties. Further, our portfolio is primarily concentrated within major U.S. metropolitan statistical areas (“MSAs”) that we believe will provide above-average economic growth and socioeconomic benefits over the ~~coming years. As~~Board of ~~December 31, 2019, we had approximately 1 million square feet of GLA in ten~~Directors. All of our ~~top 20 key markets and approximately 93%~~directors attended the 2021 Annual Meeting of Stockholders.

Contacting the Board of Directors

Any stockholder or other interested party who desires to contact members of the Board of Directors or our ~~portfolio, based on GLA, is located in the top 75 MSAs, with Dallas, Houston, Boston, Tampa and Hartford/New Haven being our largest markets~~lead independent director may do so by ~~investment.~~

~~Our principal executive office is located at~~writing to Healthcare Trust of America, Inc., Board of Directors, 16435 ~~North~~N. Scottsdale Road, Suite 320, Scottsdale, AZArizona 85254, Attention: Secretary. Communications received will be distributed by our Secretary to such member or members of the Board of Directors, or to one or more independent directors as deemed appropriate by our Secretary, depending on to whom the communication is addressed or other facts and circumstances set forth in the communication received. For example, if any questions regarding accounting, internal accounting controls and auditing matters are received, they will be forwarded by our Secretary to the Audit Committee for review.

Director Independence

We currently have an eight member Board of Directors. Our independent directors meet throughout the year in regularly scheduled executive sessions. Our charter provides that a majority of our directors must be “independent directors”. During 2021, we consider W. Bradley Blair, II, Vicki U. Booth, H. Lee Cooper, Warren D. Fix, and Jay P. Leupp to be “independent directors” as defined in our charter and under NYSE and SEC rules. In March 2022, Reshma Block and Constance B. Moore were appointed as “independent directors.” Our Nominating and Corporate Governance Committee evaluates each of our named director’s, other than Mr. Foss’, independence on an annual basis by considering, various factors, including, among others, any conflicts of interest. As currently defined in our charter, the term “independent director” means:

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“[A] Director who is not on the date of determination, and within the last two years from the date of determination has not been, directly or indirectly associated with the Corporation or its Affiliates by virtue of (i) employment by the Corporation or any of its Affiliates; (ii) performance of services, other than as a Director, for the Corporation; or (iii) maintenance of a material business or professional relationship with the Corporation or any of its Affiliates. A business or professional relationship is considered “material” if the aggregate gross income derived by the Director from the Corporation and its Affiliates (excluding fees for serving as a director of the Corporation or other REIT or real estate program that is organized, advised or managed by the Corporation and its Affiliates) exceeds five percent of either the Director’s annual gross income during either of the last two years or the Director’s net worth on a fair market value basis. An indirect association with the Corporation or its Affiliates shall include circumstances in which a Director’s spouse, parent, child, sibling, mother- or father-in-law, son- or daughter-in-law or brother- or sister-in-law is or has been associated with the Corporation or its Affiliates.”

In addition, our Audit Committee and Compensation Committee members qualify as independent under the NYSE’s and SEC’s rules applicable to Audit Committee and Compensation Committee members.

Risk Management

Our Board of Directors and each of its committees serve an important function in overseeing the management of the Company’s risks. Our Board of Directors regularly reviews our material risks and exposures, including, without limitation, operational, strategic, financial, legal, regulatory and cyber security risks. Management is responsible for identifying the material risks facing the Company, implementing appropriate risk management strategies that are responsive to our risk profile, integrating the consideration of risks and risk management into our decision-making process, and promulgating policies and procedures to ensure that information with respect to material risks is transmitted to our senior executives, our Board of Directors and appropriate committees of our Board of Directors. Our Board of Directors maintains oversight of the Company’s risk management activities through the work of our Audit, Compensation, Nominating and Corporate Governance, Investment, and Risk Management Committees.

The Risk Management Committee has primary responsibility at the Board of Directors level for overseeing our risk management activities. The Risk Management Committee’s responsibilities include reviewing and discussing with management, other Board committees and our ~~telephone number~~Board of Directors any significant risks or exposures faced by us, the steps management has taken (or intends to take) to identify, mitigate, monitor, control or avoid such risks or exposures, and our underlying policies with respect to risk assessment and risk management. In addition, the Audit Committee reviews the management of financial risk and our policies regarding risk assessment and risk management. The Compensation Committee reviews the management of risks relating to our compensation plans and arrangements. The Investment Committee reviews the risks associated with our acquisitions. The Nominating and Corporate Governance Committee reviews the management of risks relating to regulatory compliance and our corporate governance policies, including our ESG policies.

Our Board of Directors is ~~(480) 998-3478. We maintain a website at www.htareit.com where additional information about us can be accessed. The contents~~regularly informed regarding the risk oversight discussions and activities of each of these committees. In addition, members of management responsible for managing our risk periodically report to the Board of Directors regarding risk management matters.

Committees of the ~~site~~Board of Directors

Our Board of Directors may in the future establish committees it deems appropriate to address specific areas in more depth than may be possible at a Board of Directors meeting, provided that the majority of the members of each committee are ~~not incorporated by reference in, or otherwise~~independent directors. Our Board of Directors has established an Audit Committee, a ~~part~~Compensation Committee, a Nominating and Corporate Governance Committee, an Investment Committee and a Risk Management Committee.

The Company, with the assistance of outside legal counsel, and the Audit Committee, with the assistance of independent legal counsel performed an internal investigation into circumstances related to reports pursuant to the Company’s whistleblower policy. In July 2021, the Audit Committee formed a special committee tasked with running, overseeing, and completing a whistleblower investigation on behalf of the full Audit Committee. Members of this ~~filing. We make our periodic~~special committee included Jay P. Leupp (Chairman of the Committee) and current reports, as well as any amendments to such reports, available, free of charge, at www.htareit.com as soon as reasonably practicable after such materials are electronically filed with the SEC. These reports are also available in hard copy to any stockholder upon request by contacting our investor relations staff at the number above or via email at info@htareit.com.

~~HIGHLIGHTS~~

~~For~~W. Bradley Blair, II. During the year ended December 31, ~~2019,~~2021, the special committee for the whistleblower investigation held 12 meetings.

In September 2021, the Board of Directors formed a special committee tasked with running the CEO search process on behalf of the full Board of Directors. Members of this special committee included W. Bradley Blair, II, Vicki U. Booth and Jay P. Leupp. During the year ended December 31, 2021, the special committee for the CEO search held 27 meetings.

In September 2021, the Board of Directors formed a special committee tasked with running an analysis of the Company’s various strategic alternatives on behalf of the full Board of Directors. This strategic review included: (i) an analysis and recommendation of the Company’s stand-alone prospects and plans, the sale of the Company, joint ventures, and any other opportunity; and (ii) a review of the Company’s positioning and response to any potential activist shareholders. Members of this special committee included W. Bradley Blair, II, Vicki U. Booth and Jay P. Leupp. During the year ended December 31, 2021, the special committee for review of strategic alternatives held 53 meetings.

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The table below lists the current chairs and membership of each standing Board committee, the independence status of each member and the number of meetings held by each committee during the year ended December 31, 2021.

Name

Independence

Audit

Compensation

Nominating & Corporate
Governance

Investment

Risk Management

Peter M. Foss (1)

Interim President and CEO

—

W. Bradley Blair, II (1)

Chairman

—

Reshma Block (2)

—

Vicki U. Booth

—

H. Lee Cooper

—

Warren D. Fix

—

Jay P. Leupp

—

Constance B. Moore (2)

—

Number of Meetings

C = Chair

l = Member

(1) Scott D. Peters resigned on July 29, 2021, effective August 2, 2021, as a director and Chairman of the Board, President and Chief Executive Officer of the Company. On July 30, 2021, our Board of Directors named Peter N. Foss as Interim President and Chief Executive Officer of the Company, effective as of August 2, 2021. Effective August 2, 2021, the Lead Independent Director of our Board of Directors, W. Bradley Blair, II, was elected to be the Chairman of the Board of Directors.

(2) In connection with their election to the Board on March 11, 2022, Ms. Block was appointed to serve on the Board’s Nominating and Corporate Governance Committee and Risk Management Committee, and Ms. Moore was appointed to serve on the Board’s Audit Committee, Compensation Committee and Investment Committee.

The primary responsibilities of each Board committee listed above are set forth below:

Audit Committee

The primary responsibilities of the Audit Committee are to assist the Board of Directors in fulfilling its oversight responsibilities by reviewing the financial information to be provided to our stockholders and others, the system of internal controls which management has established, and the audit and financial reporting process. The Audit Committee is responsible for the selection, evaluation and, when necessary, replacement of our independent registered public accounting firm. The Audit Committee is also responsible for preparing the Audit Committee Report to Stockholders for inclusion in our annual proxy statement. Under our Audit Committee charter, the Audit Committee must be comprised solely of independent directors as defined in SEC rules. W. Bradley Blair, II, Warren D. Fix, and Jay P. Leupp have been determined by the Board to be audit committee financial experts.

Compensation Committee

The primary responsibilities of the Compensation Committee are to advise the Board of Directors on compensation policies, establish performance objectives for our NEOs, prepare the Compensation Committee Report for inclusion in our annual proxy statement, review and recommend to our Board of Directors the appropriate level of director compensation and annually review our compensation strategy and assess its effectiveness. The Compensation Committee has the authority to engage outside advisors to assist it in fulfilling these responsibilities. Under the Compensation Committee charter, the Compensation Committee must be comprised solely of independent directors.

Additional information regarding the Compensation Committee’s processes and procedures for consideration of NEO compensation is provided in the “Compensation Discussion and Analysis” section below.

Nominating and Corporate Governance Committee

The primary responsibilities of the Nominating and Corporate Governance Committee are to identify qualified individuals to serve as members of the Board of Directors, to recommend to the Board of Directors the selection of director nominees for election at the annual meeting of stockholders, to make recommendations regarding the composition of our Board of Directors and its committees, to assess director independence and the effectiveness of the Board of Directors, to develop and implement corporate governance guidelines and to oversee our compliance and ethics program.

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The Nominating and Corporate Governance Committee will consider candidates for our Board of Directors recommended by our stockholders. Properly communicated stockholder recommendations will be considered in the same manner as recommendations received from other sources. Recommendations should be delivered to Healthcare Trust of America, Inc., Board of Directors, 16435 N. Scottsdale Road, Suite 320, Scottsdale, Arizona 85254, Attention: Secretary. Recommendations must include, among other things, the full name and age of the candidate, a brief description of the proposed candidate’s business experience for at least the previous five years and descriptions of the candidate’s qualifications and the relationship, if any, to the stockholder, and a representation that the nominating stockholder is a beneficial or record owner of our common stock. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected and a completed questionnaire (which questionnaire shall be provided by us, upon request, to the stockholder making the recommendation).

Stockholders who wish to nominate an individual for election as a director in connection with an annual meeting of stockholders (as opposed to making a recommendation to the Nominating and Corporate Governance Committee as described above) must deliver written notice to our Secretary in the manner described in Article II, Section 11 of our current bylaws.

The Company’s stockholders also possess the right to nominate candidates for election to the Board through the “proxy access” provisions of the Company’s bylaws, pursuant to which stockholders, may nominate up to the greater of two director nominees or 20% of the number of directors up for election, for inclusion in the Company’s proxy materials.

In considering possible candidates for election as a director, the Nominating and Corporate Governance Committee is guided by the principle that each director should: (i) be an individual of high character and integrity; (ii) be accomplished in his or her respective field, with superior credentials and recognition; (iii) have relevant expertise and experience upon which to be able to offer advice and guidance to management; (iv) have sufficient time available to devote to our affairs; (v) represent the long-term interests of our stockholders as a whole; and (vi) represent a diversity of background and experience. In addition, candidates with healthcare relationships and real estate experience are given preferential consideration.

With respect to diversity, the charter of the Nominating and Corporate Governance Committee sets out factors such as differences in professional background, education, skill and other individual qualities and attributes that contribute to the total ~~revenue decreased 0.6%~~mix of viewpoints and experience represented on the Board. In addition to the criteria set forth above, the Nominating and Corporate Governance Committee strives to create diversity in perspective, background and experience on the Board of Directors as a whole when identifying and selecting nominees for the Board of Directors.

Qualified candidates for membership on the Board of Directors will be considered without regard to race, color, religion, gender, ancestry, national origin or disability. The Nominating and Corporate Governance Committee will review the qualifications and backgrounds of directors and nominees (without regard to whether a nominee has been recommended by stockholders), as well as the overall composition of the Board of Directors, and recommend the slate of directors to be nominated for election at the annual meeting of stockholders. The Nominating and Corporate Governance Committee is dedicated in its mission to strengthening the composition of our Board of Directors through the inclusive nomination of accomplished candidates that represent diversity in gender and ethnicity. We do not currently employ or ~~$4.4~~pay a fee to any third party to identify or evaluate, or assist in identifying or evaluating, potential director nominees.

Additionally, the Nominating and Corporate Governance Committee oversees our environmental, social and governance program.

Investment Committee

The primary responsibility of the Investment Committee is to assist the Board of Directors in reviewing proposed acquisitions presented by our management. The Investment Committee has the authority to reject proposed acquisitions that have a purchase price of less than $25 million, but does not have the authority to ~~$692.0 million, compared~~approve proposed acquisitions, which must receive the approval of the Board of Directors. The Investment Committee also serves in an active role in overseeing the management of our portfolio, including budgeting, asset management, development and asset dispositions.

Risk Management Committee

The primary responsibilities of the Risk Management Committee are to ~~$696.4 million~~assist the Board of Directors in fulfilling its oversight responsibilities by reviewing, assessing and discussing with our other Board committees, management team, general counsel and auditors: (i) material risks or exposures associated with the conduct of our business; (ii) internal risk management systems that management has implemented to identify, minimize, monitor or manage such risks or exposures; and (iii) management’s policies and procedures for risk management.

Committee Charters

The committees listed above have adopted written charters under which they operate. These charters, as well as the corporate governance guidelines that provide the framework for the governance of the Board of Directors and our Company, are available by clicking on “Corporate Governance” under “Investor Relations” on our website at www.htareit.com.

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Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) which contains general guidelines for conducting our business and is designed to help directors, employees and independent consultants resolve ethical issues in an increasingly complex business environment. The Code of Ethics applies to our executives, other employees and members of our Board of Directors. The Code of Ethics covers topics including, without limitation, conflicts of interest, confidentiality of information, and compliance with laws and regulations. Stockholders may request a copy of the Code of Ethics, which will be provided without charge, by writing to Healthcare Trust of America, Inc., 16435 N. Scottsdale Road, Suite 320, Scottsdale, Arizona 85254, Attention: Secretary. The Code of Ethics is also available by clicking on “Corporate Governance” under “Investor Relations” on our website at www.htareit.com. If, in the future, we amend, modify or waive a provision in the Code of Ethics, we may, rather than filing a Current Report on Form 8-K, satisfy the disclosure requirement by posting such information on our website at www.htareit.com, as necessary.

Item 11. Executive Compensation

COMPENSATION OF DIRECTORS

Our independent directors receive compensation pursuant to the terms of our 2006 Independent Directors Compensation Plan, a sub-plan of our Amended and Restated 2006 Incentive Plan (the “2006 Incentive Plan”), as amended (the “Director Plan”).

Our current director compensation policy as set forth in the Director Plan is as follows:


Service Description	Annual Amount
Annual stock award	$	100,000
Initial stock award (pro-rated)	100,000
Annual retainer	75,000
Lead independent director retainer	35,000
Audit Committee chair	20,000
All other committee chairs	15,000
Meeting fees (1)	1,500

(1) Each independent director will be entitled to a meeting fee of $1,500 for each additional individual committee and Board meeting after the first four individual committee and Board meetings in each year of service.

Equity Compensation. Upon initial election and re-election to our Board of Directors, an independent director receives an award of restricted shares of the Company’s common stock under the Director Plan, with the number of shares determined by dividing $100,000 by the closing price of our common stock on the date prior to the grant and, in the case of a grant made in connection with a director’s initial election to our Board of Directors, such dollar amount is pro-rated based on the number of days remaining in the 365-day period following the last annual meeting of stockholders. The Board of Directors may, in its discretion, approve additional grants to directors from time to time on such terms as it may determine. All the awards of restricted common stock granted to our independent directors vest 20% of the shares on the grant date, with the remaining 80% of the shares vesting in equal installments on each anniversary thereafter over four years from the date of grant.

Expense Reimbursement. We reimburse our directors for reasonable out-of-pocket expenses incurred in connection with attendance at meetings, including committee meetings, of our Board of Directors. Additionally, our directors are reimbursed for expenses incurred in connection with attending continuing education programs to assist them in remaining abreast of developments in corporate governance and other critical issues relating to the operation of public company boards and their committee work.

Independent directors do not receive other benefits from us. Mr. Foss, who is employed by us effective August 2, 2021, does not receive any compensation in connection with his service as a director during such time of his employment. Compensation for Mr. Foss in connection with his service as a director prior to the effective date of his employment is included in the “Director Compensation” table below. The compensation paid to Mr. Foss as an officer of the Company is presented below under “Executive Compensation.”

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Director Ownership of Company Common Stock. In order to help ensure alignment of interests of the Company’s directors and the Company’s stockholders, the Board of Directors of the Company has determined that all non-executive directors of the Company shall hold not less than $250,000 of the Company’s common stock throughout their tenure as members of the Company’s Board, subject to the right to accumulate the foregoing level of ownership of the Company’s common stock over three years. This alignment is intended to strengthen Board governance and overall stewardship of the Company by aligning Board members’ and stockholders’ interest in enhancing long-term stockholder value and business success.

Director Compensation Table - Fiscal 2021

The following table sets forth the compensation earned by our independent directors for the year ended December 31, ~~2018.~~2021:


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($) (2)	Total ($)
W. Bradley Blair, II (1)	443,500	638,522	1,082,022
Vicki U. Booth	207,000	100,000	307,000
H. Lee Cooper	126,000	100,000	226,000
Warren D. Fix	148,500	100,000	248,500
Peter N. Foss (1)	102,000	100,000	202,000
Jay P. Leupp	251,000	100,000	351,000


(1) Scott D. Peters resigned on July 29, 2021, effective August 2, 2021, as a director and Chairman of the Board, President and Chief Executive Officer of the Company. On July 30, 2021, our Board of Directors named Peter N. Foss as Interim President and Chief Executive Officer of the Company, effective as of August 2, 2021. Compensation to Mr. Foss subsequent to August 2, 2021 is included in the Executive Compensation table. Effective August 2, 2021, the Lead Independent Director of our Board of Directors, W. Bradley Blair, II, was elected to be the Chairman of the Board of Directors. On September 16, 2021, in connection with his election as Chairman of the Board, Mr. Blair was granted an additional restricted stock award with respect to 17,593 shares at a share price of $30.61 per share. In addition, the Compensation Committee approved additional cash compensation totaling $300,000 in connection with his election as Chairman of the Board, of which $150,000 was earned for the year ended December 31, 2021.
(2) As of December 31, 2021, Mr. Blair held 24,893 unvested shares of restricted common stock, Ms. Booth held 7,557 unvested shares of restricted common stock, Mr. Fix held 7,300 unvested shares of restricted common stock, Mr. Foss held 7,299 unvested shares of restricted common stock pertaining to awards granted in connection with his service as an independent director prior to his appointment as Interim President and Chief Financial Officer effective August 2, 2021, and Mr. Leupp and Mr. Cooper each held 6,298 unvested shares of restricted common stock. For more information regarding the grant date fair value of awards of restricted common stock see Note 11, Stockholders’ Equity and Partners’ Capital, of the Company’s financial statements filed with the SEC as part of the 2021 Annual Report.

Compensation Committee Interlocks and Insider Participation

During 2021, W. Bradley Blair, II, Vicki U. Booth, H. Lee Cooper, Warren D. Fix (Chair), and Jay P. Leupp, all of whom are independent directors of the Company, served on our Compensation Committee. None of our independent directors was an officer or employee of the Company in 2021 or any time prior thereto. During 2021, none of the members of the Compensation Committee had any relationship with the Company requiring disclosure under Item 404 of Regulation S-K. None of our executive officers served as a member of the board of directors or compensation committee, or similar committee, of another entity, any of whose executive officers served as a member of our Board of Directors or our Compensation Committee.

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COMPENSATION OF EXECUTIVE OFFICERS

Executive Compensation

Summary Compensation Table - Fiscal 2021, 2020 and 2019

The summary compensation table below reflects the total compensation earned by our NEOs for the years ended December 31, 2021, 2020 and 2019.


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($) (2)	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($) (3)	Total ($)
Scott D. Peters (1)(4)(5)	2021	638,413	—	4,239,291	—	16,766	4,894,470
Former Chief Executive Officer, President and Chairman	2020	975,000	—	3,339,914	1,706,250	15,514	6,036,678
	2019	900,000	—	3,726,012	1,792,800	23,104	6,441,916
Peter N. Foss (4)(6)	2021	353,640	100,000	3,234,253	463,751	—	4,151,644
Interim President and Chief Executive Officer (Principal Executive Officer)
Robert A. Milligan	2021	600,000	—	1,304,393	590,700	25,068	2,520,161
Chief Financial Officer, Secretary and Treasurer (Principal Financial Officer)	2020	600,000	—	927,749	525,000	23,741	2,076,490
	2019	500,000	—	1,035,002	498,000	18,656	2,051,658
Amanda L. Houghton	2021	450,000	—	937,803	443,025	27,366	1,858,194
Executive Vice President - Asset Management	2020	450,000	—	737,591	339,750	26,114	1,553,455
	2019	425,000	—	879,750	397,800	23,704	1,726,254

(1) Scott D. Peters resigned on July 29, 2021, effective August 2, 2021, as a director and Chairman of the Board and President and Chief Executive Officer of the Company. No severance benefits were paid to Mr. Peters.
(2) Reflects the aggregate grant date fair value of awards granted to the NEOs in the reported year. For more information regarding the grant date fair value of awards of restricted common stock, see Note 11, Stockholders’ Equity and Partners’ Capital, of the Company’s financial statements filed with the SEC as part of the 2021 Annual Report. As described in the CD&A, we generally grant annual equity awards to our executives early in the fiscal year at levels determined based on Company and individual performance during the prior year. Under SEC rules, equity awards are reported in the Summary Compensation Table (and the Grants of Plan-Based Awards Table below) as compensation for the year in which the award was granted (as opposed to the year in which it was earned). Accordingly, this table reports the equity awards granted to our executives in January 2021 (based on 2020 performance) as compensation for 2021, and the equity awards described in the CD&A, which were based on 2021 performance and granted in January 2022, will be reported as 2022 compensation.
(3) Amounts in this column for 2021 include payments for 100% of the premiums for healthcare coverage under our group health plan in the amount of $16,766 for Mr. Peters, $14,468 for Mr. Milligan and $16,766 for Ms. Houghton and 401(k) match in the amount of $10,600 for each of Mr. Milligan and Ms. Houghton. Such amounts reflect the aggregate cost to us of providing the benefit. As noted above, Mr. Peters resigned effective August 2, 2021. The Company continued to provide COBRA benefits to Mr. Peters through December 31, 2021.
(4) The Company allowed Mr. Peters and Mr. Foss to use Company owned aircraft for personal use. Mr. Peters paid the Company approximately $273,000, $376,000 and $357,000 for the 2021, 2020 and 2019 fiscal years, respectively, for personal use of the Company owned aircraft. Mr. Foss paid the Company approximately $22,000 for the 2021 fiscal year for personal use of the Company owned aircraft. The amounts paid by Mr. Peters and Mr. Foss exceeded the Company’s aggregate incremental cost (i.e., additional variable operating costs) for use of the corporate aircraft during each of these fiscal years. Consistent with SEC rules, no amounts have been reported in the All Other Compensation column for Mr. Peters or Mr. Foss with respect to their personal use of Company owned aircraft.
(5) Due to the unforeseen significant reduction in business travel in fiscal 2020 as a result of the COVID-19 pandemic, the majority of hours flown on one of our two aircraft in fiscal year 2020 reflected personal use by Mr. Peters, despite the total amount of personal usage during fiscal year 2020 being substantially similar to fiscal year 2019. On December 8, 2021, the Company sold this aircraft.
(6) On July 30, 2021, our Board of Directors named Peter N. Foss as Interim President and Chief Executive Officer of the Company, effective as of August 2, 2021. Amounts disclosed in the Summary Compensation Table solely reflect amounts received for services provided as Interim Chief Executive Officer.

Employment Agreements

Our Compensation Committee approved amended and restated employment agreements in 2016 for Mr. Milligan and Ms. Houghton. Mr. Milligan’s employment agreement provided for an initial term of four years. Ms. Houghton’s employment agreement provided for an initial term of two years. In July 2017 and March 2019, the terms of the applicable employment agreements with each of our existing NEOs were extended. In March 2019, the terms of the applicable employment agreements were extended to March 2023 for Mr. Milligan, and to March 2022 for Ms. Houghton. In March 2022, the terms of the agreement with Ms. Houghton were extended to March 2023.

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The base salary levels for each NEO were established in the employment agreements entered into in July 2016. The employment agreements for Mr. Milligan and Ms. Houghton provide that the initial base salaries shall be $400,000, and $300,000 per annum, respectively. The NEOs’ current salary levels are reported in the CD&A above. The employment agreements also provide a target annual bonus of 100% of base salary for each of Mr. Milligan and Ms. Houghton.

Mr. Milligan and Ms. Houghton are also eligible to receive an annual incentive bonus based on the Company’s and the applicable executive’s performance as determined by our Compensation Committee. Each employment agreement also provides that the applicable executive shall be entitled to participate in the benefit plans made available generally to the Company’s other senior executives, with the Company paying 100% of the premiums for health insurance coverage for the executive and his or her eligible dependents.

On September 16, 2021, our Compensation Committee approved an employment agreement, effective as of August 2, 2021, with Peter N. Foss, who was appointed by HTA's Board of Directors as the Company's interim President and Chief Executive Officer on August, 2, 2021. Mr. Foss's employment agreement provides for an annual base salary of $835,000 and that he will be eligible to receive a target bonus equal to $1,237,000 and a maximum bonus equal to $1,875,000 with respect to the period from September 1, 2021 to August 30, 2022, with one-third of the bonus allocable to the period from September 1, 2021 to December 31, 2021, and the remaining two-thirds of the bonus allocable to the period from January 1, 2022 to August 30, 2022. The actual bonus earned by Mr. Foss with respect to each period is based on achieving performance objectives for the CEO and the Company as determined and approved by the Compensation Committee in its sole discretion. The agreement also provides for a restricted stock award with respect to 105,660 shares of HTA's common stock, to be granted within 10 days of execution of Mr. Foss’ employment agreement, that will vest on the first anniversary of effective date of the agreement, and a one-time special signing bonus of $100,000, which shall be payable back to the Company in full in the event Mr. Foss's employment with the Company terminates during the term of the agreement due to his resignation or by the Company for cause. The agreement also provides that he will be entitled to participate in the benefit plans made available generally to the Company's other senior executives. The term of the agreement shall be the period commencing on the effective date of the agreement and ending on the earliest to occur of (i) the date on which a permanent successor as Chief Executive Officer of the Company is appointed by the Board and assumes such position, (ii) the occurrence of a Corporate Transaction, as defined by the Employment Agreement, and (iii) the date on which employment otherwise terminates in accordance with Section 9 of the Employment Agreement. Upon termination of the agreement on or prior to August 30, 2022 due to (a) a replacement of a permanent CEO, (b) change in control, or (c) termination of employment without Cause, Mr. Foss shall be entitled to severance pay of a full year of salary and target bonus (or in the case of a change in control, the maximum bonus), less any salary or bonus previously paid.

For information on the benefits provided to the NEOs in connection with a termination of employment or a change in control of the Company, as well as certain restrictive covenants provided in each executive’s employment agreement, please see “Potential Payments upon Termination or Change in Control” below.

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Grants of Plan-Based Awards Table - Fiscal 2021

The following table presents information concerning plan-based awards granted to our NEOs during the year ended December 31, ~~2019, net income~~2021. All equity awards were granted pursuant to the 2006 Incentive Plan. For additional information regarding the awards reflected in this table, please see the CD&A and the notes to the Summary Compensation Table above.


	Compensation Committee Approval Date		Estimated Future Payouts under Non- Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#) (2)	Grant Date Fair Value of Stock and Option Awards ($)
Name		Grant Date	Threshold ($)	Target ($)	Maximum ($)
Scott D. Peters(1)	12/3/2020	1/5/2021	—	—	—	161,805	4,239,291
	N/A	N/A	—	—	—	—	—
Peter N. Foss(1)	9/16/2021	9/16/2021	—	—	—	105,660	3,234,253
	N/A	N/A	1,237,000	1,237,000	1,875,000	—	—
Robert A. Milligan	12/3/2020	1/5/2021	—	—	—	49,786	1,304,393
	N/A	N/A	300,000	600,000	900,000	—	—
Amanda L. Houghton	12/3/2020	1/5/2021	—	—	—	35,794	937,803
	N/A	N/A	225,000	450,000	675,000	—	—

(1) Scott D. Peters resigned on July 29, 2021, effective August 2, 2021, as a director and Chairman of the Board, President and Chief Executive Officer of the Company. On July 30, 2021, our Board of Directors named Peter N. Foss as Interim President and Chief Executive Officer of the Company, effective as of August 2, 2021.
(2) Awards granted based on 2020 performance for Messrs. Peters and Milligan and Ms. Houghton. Each award represents a grant of restricted stock that generally vests based on the executive’s continued service with the Company through the applicable vesting date. One-third of Mr. Peters’ January 5, 2021 award vested on January 5, 2021. Mr. Peters’ unvested awards were forfeited upon his resignation effective August 2, 2021. The awards granted to Mr. Milligan and Ms. Houghton on January 5, 2021 vest in three equal installments on January 5, 2022, January 5, 2023 and January 5, 2024. Mr. Foss’ September 16, 2021 award vests on August 2, 2022.

Outstanding Equity Awards Table at Fiscal 2021 Year-End

The following table presents information concerning outstanding equity awards held by our NEOs as of December 31, 2021. Our NEOs are generally entitled to dividends paid on unvested shares and do not hold any option awards.

Stock Awards

Name

Number of Shares or Units of Stock That Have Not Vested (#)

Market Value of Shares or Units of Stock That Have Not Vested ($) (1)

Peter N. Foss (2)

112,959

3,771,701

Robert A. Milligan (3)

83,843

2,799,518

Amanda L. Houghton (4)

63,619

2,124,238

(1) Based on the closing price of our common stock on the NYSE as of December 31, 2021 of $33.39 per share.

(2) Reflects (i) 1,481 restricted shares of our common stock, which vest and become non-forfeitable on July 7, 2022, (ii) 1,406 restricted shares of our common stock, which vest and become non-forfeitable on July 9, 2022, (iii) 105,660 restricted shares of our common stock, which vest and become non-forfeitable on August 2, 2022, (iv) 1,481 restricted shares of our common stock, which vest and become non-forfeitable on July 7, 2023, (v) 716 restricted shares of our common stock, which vest and become non-forfeitable on July 9, 2023, (vi) 1,481 restricted shares of our common stock, which vest and become non-forfeitable on July 7, 2024, and (vii) 734 restricted shares of our common stock, which vest and become non-forfeitable on July 7, 2025.

(3) Reflects (i) 23,844 restricted shares of our common stock, which vest and become non-forfeitable on January 2, 2022, (ii) 16,596 restricted shares of our common stock, which vest and become non-forfeitable on January 5, 2022, (iii) 10,213 restricted shares of our common stock, which vest and become non-forfeitable on January 2, 2023, (iv) 16,595 restricted shares of our common stock, which vest and become non-forfeitable on January 5, 2023, and (iv) 16,595 restricted shares of our common stock, which vest and become non-forfeitable on January 5, 2024.

(4) Reflects (i) 19,706 restricted shares of our common stock, which vest and become non-forfeitable on January 2, 2022, (ii) 11,932 restricted shares of our common stock, which vest and become non-forfeitable on January 5, 2022, (iii) 8,119 restricted shares of our common stock, which vest and become non-forfeitable on January 2, 2023, (iv) 11,931 restricted shares of our common stock, which vest and become non-forfeitable on January 5, 2023, and (iv) 11,931 restricted shares of our common stock, which vest and become non-forfeitable on January 5, 2024.

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Option Exercises and Stock Vested Table - Fiscal 2021

The following table shows the number of shares of common stock of the Company subject to stock awards that vested and the value realized upon vesting of such shares for each of the NEOs during 2021:


	Stock Awards
Name	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($) (1)
Peter N. Foss (2)	3,647	98,807
Scott D. Peters	139,733	3,777,076
Robert A. Milligan	34,933	962,055
Amanda L. Houghton	30,795	848,094

(1) The value realized for restricted stock awards is based on the closing price of our common stock on the day prior to the applicable vesting date.
(2) Reflects shares of common stock that vested with respect to awards previously granted to Mr. Foss as an independent director of the Company prior to his appointment as Interim President and Chief Executive Officer.

Potential Payments upon Termination or Change in Control

Summary of Potential Payments upon Termination of Employment. As described above, we have entered into employment agreements with each of our NEOs, which provide certain benefits to the executive in the event of his or her termination of employment with us under certain conditions. In each case, the amount of the benefits varies depending on the reason for the termination. The following is a summary of the benefits provided under each executive’s employment agreement as in effect as of December 31, 2021.

Termination without Cause; Resignation for Good Reason. If, during the term of the employment agreement, we terminate the executive’s employment without Cause, or he or she resigns for Good Reason (as such terms are defined in the applicable employment agreement), the executive will be entitled to the following benefits:

•A prorated bonus for the year in which the termination occurs (based on the executive’s period of service during the year).

•A lump sum cash severance payment equal to:

•in the case of Mr. Foss, (i) the difference between his base salary and the amount of base salary paid through termination and (ii) the difference between his target bonus and the amount of bonus paid through termination; and

•in the case of Mr. Milligan and Ms. Houghton, two times his or her then-current base salary.

•Payment by the Company of premiums to continue healthcare coverage under COBRA for six months in the case of Mr. Milligan and Ms. Houghton.

•Immediate vesting of the executive’s then-outstanding and unvested equity awards.

In each case, the executive’s right to receive the severance benefits described above is contingent on the executive providing a general release of claims in favor of the Company.

Disability. If we terminate the executive’s employment by reason of his or her disability, the executive will be entitled to payment by the Company of premiums to continue healthcare coverage under COBRA, for six months in the case of Mr. Milligan and Ms. Houghton. In addition, the Mr. Milligan’s and Ms. Houghton’s then-outstanding and unvested equity awards will become immediately vested. In the case of Mr. Foss, a prorated portion of the equity award granted pursuant to his employment agreement shall vest based on the number of days he was ~~$30.8 million,~~employed by the Company during the term compared to ~~$217.6~~365 days and any other outstanding equity incentive awards received prior to the effective date of his employment shall be treated in accordance with the applicable provisions of the applicable incentive plan or related award agreements.

Death. In the event of a termination due to death, the executive’s then-outstanding and unvested equity awards will become immediately vested in the case of Mr. Milligan and Ms. Houghton. In the case of Mr. Foss, a prorated portion of the equity award granted pursuant to his employment agreement shall vest based on the number of days he was employed by the Company during the term compared to 365 days and any other outstanding equity incentive awards received prior to the effective date of his employment shall be treated in accordance with the applicable provisions of the applicable incentive plan or related award agreements.

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Non-Compete Agreement and Non-Solicitation Covenants. Mr. Milligan’s and Ms. Houghton’s employment agreements include non-competition and non-solicitation covenants in favor of the Company. If the Company elects upon the executive’s termination of employment to enforce the non-competition covenant, the covenant would generally apply for one year following the executive’s termination of employment, and if the executive’s employment is terminated for any reason other than by the Company for Cause or due to the executive’s death, the Company would be required to pay the executive an amount equal to 60% of the sum of the executive’s base salary in effect on the termination date and the executive’s annual bonus for the year preceding the year in which the termination date occurred. In addition, if the executive’s employment with us terminates upon or following the expiration of the term of his or her employment agreement, the executive’s equity-based awards will generally remain outstanding and eligible to vest for up to two years following the termination date, subject to the executive’s compliance with the non-competition covenant through the applicable vesting date. In each case, the executive would also be subject to a covenant not to solicit our customers, vendors, or employees for one year after the executive’s termination date. These agreements also limit each executive’s ability to disclose or use any of our confidential business information or practices.

The following table summarizes the value of the termination payments and benefits that each of our NEOs would receive if he or she had terminated employment with us on December 31, 2021 under the circumstances shown. No such termination payments or benefits would be payable to a NEO upon a termination by the Company for Cause. The amounts shown in the tables do not include accrued but unpaid salary, earned annual bonus for 2021, or payments and benefits to the extent they are provided on a non-discriminatory basis to salaried employees generally upon termination of employment.


Name	Resignation Without Good Reason ($)	Termination Without Cause or Resignation For Good Reason ($)	Death ($)	Disability ($)
Peter N. Foss
Cash Severance (1)	—	1,254,609	—	—

Value of Unvested Equity Awards (3)	—	3,771,701	1,703,237	1,703,237

Total	—	5,026,310	1,703,237	1,703,237
Robert A. Milligan (5)
Cash Severance (1)	—	1,200,000	—	—
Benefit Continuation (2)	—	10,875	—	10,875
Value of Unvested Equity Awards (3)	—	2,799,518	2,799,518	2,799,518
Non-Compete Payment (4)	675,000	675,000	—	675,000
Total	675,000	4,685,393	2,799,518	3,485,393
Amanda L. Houghton (6)
Cash Severance (1)	—	900,000	—	—
Benefit Continuation (2)	—	14,991	—	14,991
Value of Unvested Equity Awards (3)	—	2,124,238	2,124,238	2,124,238
Non-Compete Payment (4)	473,850	473,850	—	473,850
Total	473,850	3,513,079	2,124,238	2,613,079

(1) Represents a lump sum cash severance payment equal to, in the case of Mr. Foss, (i) the difference between his base salary and the amount of base salary paid through termination and (ii) the difference between his target bonus and the amount of bonus paid through termination, in the case of the other NEOs, two times the executive’s then-current base salary.
(2) Represents company-paid COBRA for medical, dental and vision coverage based on 2021 rates for six months in the case of Mr. Milligan and Ms. Houghton.
(3) Represents the value of unvested equity awards that vest upon the designated event pursuant to the executive’s employment agreement as described above. Awards of restricted common stock are valued based upon the closing price of our common stock on the NYSE as of December 31, 2021 of $33.39 per share.
(4) As noted above, the Company may elect to have the executive be subject to a non-competition covenant for one year following the executive’s termination of employment, subject to the Company making a payment to the executive if the termination is for any reason other than by the Company for Cause or due to the executive’s death. This amount represents 60% of the sum of the executive’s base salary in effect on December 31, 2021 and the executive’s annual bonus for 2020.
(5) Mr. Milligan’s employment agreement was amended on March 13, 2022 as further outlined in the Company’s Current Report on Form 8-K filed March 15, 2022.
(6) Ms. Houghton’s employment agreement was amended on March 11, 2022 as further outlined in the Company’s Current Report on Form 8-K filed March 15, 2022.

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Summary of Potential Payments upon a Change in Control. No NEO would be entitled to cash benefits or accelerated vesting of equity awards simply because a change in control of the Company occurs. Pursuant to the 2006 Incentive Plan, equity awards under the plan (including awards held by our NEOs) would generally vest upon the occurrence of a change in control of the Company (as defined in the plan) only if they are not assumed or otherwise continued after the transaction or, in the event such award is assumed or otherwise continued after the transaction, if the holder’s employment is terminated by us without Cause or by the holder for Good Reason within one year after the change in control. The following table summarizes the value of each executive’s outstanding equity awards that may have vested in connection with a change in control as of December 31, 2021.


Name						Change in Control ($)
Peter N. Foss
Value of Unvested Equity Awards (1)						3,771,701
Total						3,771,701
Robert A. Milligan
Value of Unvested Equity Awards (1)						2,799,518
Total						2,799,518
Amanda L. Houghton
Value of Unvested Equity Awards (1)						2,124,238
Total						2,124,238

(1) Represents the value of unvested awards of restricted common stock, which are valued based upon the closing price of our common stock on the NYSE as of December 31, 2021 of $33.39 per share.

CEO Pay Ratio

Pursuant to the Exchange Act, we are required to disclose in this proxy statement the ratio of the total annual compensation of our CEO to the median of the total annual compensation of all of our employees (excluding our CEO). Based on SEC rules for this disclosure and applying the methodology described below, we have determined that our CEO’s total compensation for 2021 was $5,406,253 and the median of the total compensation of all of our employees (excluding our CEO) for 2021 was $70,823. Accordingly, we estimate the ratio of our CEO’s total compensation for 2021 to the median of the total compensation of all of our employees (excluding our CEO) for 2021 to be 76 to 1.

We selected December 31, 2021, which is a date within the last three months of fiscal 2021, as the date we would use to identify our median employee. To find the median of the annual total compensation of all our employees (excluding our CEO), we used the amount of the employee’s base compensation and cash bonuses, as well as stock awards granted to the employee during 2021 (based on the grant date fair value of the awards as determined for accounting purposes). All other compensation, such as premiums for healthcare coverage and 401(k) matching arrangements that are included in the “Summary Compensation Table” above, are not included in this calculation as they are deemed immaterial and would result in no change to the pay ratio above. In making this determination, we annualized compensation for those employees who did not work for the Company for the entire fiscal year. We did not make any cost-of-living adjustments in identifying the median employee.

This pay ratio is an estimate calculated in a manner consistent with SEC rules based on the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

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COMPENSATION DISCUSSION AND ANALYSIS

In this Compensation Discussion and Analysis (“CD&A”) we provide an overview and analysis of our compensation program and policies, the material compensation decisions we have made under those programs and policies for 2021 with respect to our NEOs, and the material factors that we considered in making those decisions. Following this CD&A, under the heading “Executive Compensation” you will find a series of tables containing specific data about the compensation earned in 2021 by the following NEOs:


Name						Title(s)
Scott D. Peters(1)						Former President, Chief Executive Officer and Chairman of the Board
Peter N. Foss(1)						Interim President and Chief Executive Officer
Robert A. Milligan						Chief Financial Officer, Secretary and Treasurer
Amanda L. Houghton						Executive Vice President - Asset Management
(1) Scott D. Peters resigned on July 29, 2021, effective August 2, 2021, as a director and Chairman of the Board, President and Chief Executive Officer of the Company. On July 30, 2021, our Board of Directors named Peter N. Foss as Interim President and Chief Executive Officer of the Company, effective as of August 2, 2021. Effective August 2, 2021, the Lead Independent Director of our Board of Directors, W. Bradley Blair, II, was elected to be the Chairman of the Board of Directors.

Compensation Philosophy and Objectives

Our Compensation Committee is charged with setting compensation for our NEOs. Pursuant to the terms of our Compensation Committee charter, our Compensation Committee has oversight over all of our compensation programs, including plans and programs relating to cash compensation, incentive compensation and equity-based awards.

The objectives of our executive compensation program are set forth below:

•attract, retain and motivate talented executives;

•link compensation realized with the achievement of pre-established short-term and long-term financial and strategic goals, as well as our Compensation Committee’s assessment of an individual’s overall contributions generally and to the achievement of our corporate goals and objectives;

•align management and stockholder interests by encouraging long-term value creation; and

•maintain compensation and corporate governance practices that are designed to create value for our stockholders.

Our Compensation Committee recognizes that effective compensation strategies are critical to recruiting and retaining key employees who contribute to our long-term success and thereby create value for our stockholders. An important objective of our Compensation Committee is to align the financial interests of our executives with those of our stockholders by maintaining a performance and achievement-focused culture that provides our executives with competitive cash incentive opportunities and long-term, equity incentive compensation for strong performance measured against key financial and strategic goals.

Compensation Best Practices

The Company’s executive compensation program includes a number of features intended to reflect best practices in the market and help ensure that the program reinforces stockholder interests. These features include the following:


What We Do						What We Do NOT Do
DO appoint a Compensation Committee comprised solely of independent directors						NO guaranteed cash incentives, equity compensation or salary increases for existing NEOs
DO conduct annual compensation risk assessments						NO material perquisites
DO use an independent compensation consultant						NO change-in-control tax gross ups for any NEO
DO align annual bonus and performance, with 70% of our NEO’s short-term incentive plan linked to the achievement of a balanced mix of quantitative Company goals and 30% linked to individual performance						NO repricing or buyouts of underwater stock options without stockholder approval or granting of discounted stock options or Stock Appreciation Rights (“SARs”)
DO align long-term equity incentive and performance by linking 70% of our NEO’s long-term incentive plan compensation to quantitative Company performance measured over a multi-year period and 30% linked to individual performance						NO future pledges of Company common stock/OP Units by directors or executive officers
DO review compensation policies and practices as part of overall review of material risks or exposures associated with internal and external risks						NO “single-trigger” change in control cash payments or acceleration of equity awards
DO provide standardized severance benefits for NEOs						NO equity plan evergreen provisions
DO maintain stringent stock ownership guidelines (6x base salary for the CEO and 4x base salary for all other NEOs)						NO hedging or derivative transactions involving our common stock
DO submit our executive compensation program for our NEOs to annual say-on-pay advisory votes for stockholder consideration

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2021 Compensation Components

We have entered into employment agreements with each of our NEOs. We believe these employment agreements help promote continuity of our management team. These agreements were based on then applicable market compensation data compiled by our independent compensation consultant, the respective executive’s relative experience, each executive’s contributions to the Company’s performance over time, and their importance to the Company’s performance on a forward-looking basis. The compensation structure and metrics are evaluated on an annual basis as part of the broader independent compensation consultant review. As of December 31, 2021, the components of our NEOs’ compensation are as follows:

Component

Component Description

% of NEO Total Target Compensation

Annual Base Salary

The annual base salary provides the fixed portion of total compensation of our NEOs and is intended to attract and retain talented individuals and to reward core competence of each executive in their respective roles relative to skill, experience and contributions to us.

30%

Annual Bonus

The annual bonus is intended to reward achievement of performance objectives and is tied to our annual business plan and objectives. The annual bonus is determined by the Compensation Committee and includes both predetermined Company performance metrics (70% of the bonus) and individual performance targets (30% of the bonus).

36%

Long-Term Equity Incentives

The long-term equity incentives are intended to provide additional incentives to achieve performance goals, to help create long-term value for the Company’s stockholders, and to attract and retain key executives. The long-term equity incentives awards for each year are based 70% on the Company’s achievement of pre-established corporate metrics and 30% on the Compensation Committee’s assessment of the NEO’s individual performance. Incentives are paid annually to the executives following the Compensation Committee’s review of performance for the applicable period in the form of restricted stock which vests over future periods.

33%

One-Time Awards

The Compensation Committee may award executives with (i) one-time equity awards tied to the execution of new employment agreements or (ii) one-time cash or equity awards for actual and specific performance throughout the year or in such other circumstances as the Compensation Committee may determine to be appropriate. These one-time awards are contemplated by the Compensation Committee in its review of an executive’s total compensation on an annual basis.

Since our listing on the NYSE in 2012, the Compensation Committee has approved one-time awards totaling $8.3 million for our NEOs, which amounts to no more than 10% of total compensation paid to all of our NEOs since our listing in 2012.

None Targeted

The Compensation Committee engages independent compensation consultants, Willis Towers Watson (“WTW”), from time to time to help ensure that total executive compensation is reflective of performance, within the identified peer group compensation parameters, and reflects an appropriate combination of cash and equity. The Compensation Committee may at times use its discretion to adjust certain payments in order to align them with long-term incentives or market parameters for the Company’s peer groups. Following the changes made in 2018 to the executive compensation plan, the Compensation Committee left the 2021 plan design largely unchanged. See “Elements of our 2021 Compensation Program” for further details.

Performance Highlights

As context for the decisions of our Compensation Committee described below in this CD&A for the year ended December 31, ~~2018.~~2021:

~~For the year ended December 31, 2019, net income attributable to common stockholders was $0.14~~•Achieved Normalized FFO of $1.75 per diluted share ~~or $30.2 million,~~for 2021, an increase of 2.3% compared to ~~$1.02 per diluted share, or $213.5 million,~~2020.

•Raised our quarterly dividend for the ~~year ended December 31, 2018.~~8th consecutive year.

For the year ended December 31, 2019, HTA’s FFO, as defined by NAREIT, was $319.7 million, or $1.53 per diluted share, compared to $1.60 per diluted share, or $335.6 million, for the year ended December 31, 2018.

For the year ended December 31, 2019, HTALP’s FFO, as defined by NAREIT, was $320.3 million, or $1.53 per diluted OP Unit, compared to $1.62 per diluted OP Unit, or $339.6 million, for the year ended December 31, 2018.

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For the year ended December 31, 2019, HTA’s and HTALP’s Normalized FFO was $1.64 per diluted share and OP Unit, or $344.3 million, compared to $1.62 per diluted share and OP Unit, or $340.4 million, for the year ended December 31, 2018.

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

~~For the year ended December 31, 2019, Net Operating Income (“NOI”) increased 1.0%, or $4.8 million, to $480.6 million, compared to $475.8 million for the year ended December 31, 2018.~~

~~For the year ended December 31, 2019, Same-Property Cash NOI increased 2.7%, or $12.1 million, to $450.9 million, compared to $438.9 million for the year ended December 31, 2018.~~

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

As of year ended December 31, 2019, our leased rate (which includes leases which have been executed, but which have not yet commenced) was 90.8% by GLA, a decrease of 120 basis points, compared to the year ended December 31, 2018, and our occupancy rate was 89.9% by GLA. The leased rate for our Same-Property portfolio was 91.7%.

~~During the year ended December 31, 2019, we executed 3.6~~Executed approximately 2.8 million square feet of GLA of new and renewal leases, or ~~14.6%,~~approximately 10.8% of the total GLA of our portfolio. ~~Tenant~~Re-leasing spreads increased to 2.0% while tenant retention for ~~the~~our Same-Property portfolio was ~~83% as~~74% by GLA.

•Completed the acquisition of December 31, 2019. Tenant retention is defined as the sum of the total leased GLA of tenants that renewed a lease during the period over the total GLA of leases that renewed or expired during the period.

~~During the year ended December 31, 2019, we paid down approximately $97.4~~$308.8 million of our outstanding secured mortgage loans. Additionally, in September 2019, HTALP refinanced $900.0 million in debt at 3.04% per annum blended interest rates by issuing notes due in 2026 and 2030 and paying off notes due in 2021 and 2022.

As of December 31, 2019, we had total leverage, measured as debt less cash and cash equivalents to total capitalization, of 28.9%. Total liquidity was $1.2 billion, inclusive of $900.0 million available on our unsecured revolving credit facility, $306.2 million of forward equity agreements, and cash and cash equivalents of $32.7 million as of December 31, 2019.

~~For the year, HTA has now closed $560.5 million of~~MOB investments totaling approximately ~~1.6 million~~960,000 square feet of GLA, with expected year-one contractual yields of approximately ~~6.1%, after operating synergies.~~5.7%. These properties were approximately ~~93% occupied~~85% leased as of closing, and are located within ~~HTA's~~our key markets. ~~Over 55% of these properties are located on or adjacent to hospital campuses,~~Additionally, we funded approximately $80 million in loan funding commitments and ~~all were acquired on a fee-simple basis.~~development joint ventures for MOB development projects in Houston, Texas, Charlotte, North Carolina, and Raleigh, North Carolina.

~~During the year ended December 31, 2019, HTA completed~~•Completed the disposition of 4fifteen MOBs located in non-key markets for an aggregate gross sales price of ~~$4.9~~$88.3 million, representing approximately ~~51,000 square feet of total GLA, and generating net losses of approximately $0.2 million.~~

In August 2018, our Board of Directors approved a stock repurchase plan authorizing us to purchase up to $300.0 million of our common stock from time to time. During the year ended December 31, 2019, we repurchased 345,786 shares of our outstanding common stock, for an aggregate amount of approximately $8.5 million under the stock repurchase plan. As of December 31, 2019, the remaining amount of common stock available for repurchase under the stock repurchase plan was approximately $224.3 million.

During 2019, HTA issued a total of approximately 21.6 million shares of common stock under its at-the-market (“ATM”) offering program. Of these, approximately $11.1 million shares settled and the Company received net proceeds of approximately $323.4 million, adjusted for costs to borrow. Accordingly, approximately 10.5 million shares are expected to settle in 2020 for net proceeds of approximately $306.2 million, subject to adjustments as provided for in the forward equity agreements.

~~During 2019, HTA had the following development and redevelopment projects in place:~~

◦

Developments: During 2019, HTA announced agreements to develop two new on-campus MOBs located in the key markets of Dallas, Texas and Bakersfield, California with anticipated costs of approximately $90 million totaling approximately 191,000 square feet of GLA. The new development projects have anticipated yields of over 6.5%. In total, HTA now has development projects of approximately $112 million totaling approximately 242,000 square feet of GLA and are expected to be more than 72% pre-leased upon completion.


◦	Redevelopments: During 2019, HTA announced plans to redevelop two MOBs located in Los Angeles, California with estimated costs of approximately $20 million totaling approximately 105,000 square feet of GLA. ~~In total,~~ ~~HTA’s~~ ~~redevelopment projects have anticipated costs of approximately $64 million, covering approximately 230,000 square feet of GLA.~~

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~~BUSINESS STRATEGIES~~

~~Corporate Strategies~~

~~Invest in and Maintain a Portfolio of Properties that are Valuable for the Future of Healthcare Delivery~~

The Company is focused on investing in and maintaining a real estate portfolio that consists of well-located MOBs that allow for the efficient delivery of healthcare over the long-term. To date, we have invested $7.3 billion to create one of the largest portfolios (based on GLA) of healthcare real estate that is focused on the MOB sector in the U.S. We look to allocate capital to properties that exhibit the following key attributes:

•

~~Located on the campuses of, or aligned with, nationally and regionally recognized healthcare systems in the U.S~~. We seek to invest in properties that have long-term value for healthcare providers, including those that benefit from their proximity to and/or affiliation with prominent healthcare systems. These healthcare systems typically possess high credit quality and are capable of investing capital into their campuses. We believe our affiliations with these health systems helps ensure long-term tenant demand. As of December 31, 2019, approximately 66% of our portfolio was located on the campuses of, or adjacent to, nationally and regionally recognized healthcare systems.

•

~~Located in core community outpatient locations~~. We seek to invest in properties that will have long-term value for healthcare providers, including those that are located in key outpatient medical hubs. These properties benefit from their proximity to attractive patient populations, maintain a mix of physician practices and specialties, and are convenient for patients and physicians alike. In addition, these properties and medical hubs can be centers for healthcare away from hospital campuses while benefiting from the advancement of healthcare technology, which allow for lower cost settings, more services and procedures to be performed away from hospitals, and the growing requirement for convenient healthcare. We believe these factors ensure long-term tenant demand. At December 31, 2019, approximately 34% of our portfolio was located in core community outpatient locations.

•

~~Attractive markets where we can maximize efficiencies through our asset management and leasing platform~~. We seek to own MOBs in markets with attractive demographics, economic growth and high barriers to entry which support growing tenant demand. We have developed a strong presence across 20 to 25 key markets since our inception, with approximately 93% of our total GLA located in the top 75 MSAs as of December 31, 2019. In addition, we have developed scale in these key markets, reaching approximately 1 million square feet of GLA in ten of our top 20 key markets, and approximately 0.5 million square feet of GLA in 17 of our top 20 key markets. Our scale in markets has allowed us to create the largest, institutionally owned asset management platform in the sector, which includes leasing, property management, building maintenance, construction, and development capabilities. In each of these markets, we have established a strong full-service operating platform that has allowed us to develop valuable relationships with health systems, physician practices, universities and regional development firms that have led to investment and leasing opportunities. Our asset management platform utilizes our scale to provide services to our properties at cost effective rates and with a focus on generating cost efficiencies and superior service for our tenants.

•

~~Occupied with limited near term leasing risks~~. We seek to invest in and maintain well-occupied properties that we believe are critical to the delivery of healthcare within that specific market. As of December 31, 2019, our portfolio was 90.8% leased. We believe this creates tenant demand that supports higher occupancy and drives strong, long-term tenant retention as hospitals and physicians are generally reluctant to move or relocate, as evidenced by our Same-Property portfolio tenant retention rate of 83% as of the year ended December 31, 2019.

•

~~Diversified and synergistic mix of tenants~~. Our primary focus is placed on ensuring an appropriate and diversified mix of tenants from different practice types, as well as complimentary practices that provide synergies within both individual buildings and the broader health system campuses. We actively invest in both multi-tenant properties, which generally have shorter-term leases in smaller spaces, and single-tenant properties, which generally have longer-term leases in larger spaces. The multi-tenant buildings provide for lower lease rollover risks in any particular year and typically allow rents to reset to current market rates that may be higher than the in-place rental rates. We believe single-tenant buildings provide steady long-term cash flow, but generally provide for more limited long-term growth.

•

~~Credit-worthy tenants~~. Our primary tenants are healthcare systems, academic medical centers and leading physician groups. These groups typically have strong and stable financial performance, which we believe helps ensure stability in our long-term rental income and tenant retention. As of December 31, 2019, 58% of our annual base rent was derived from credit-rated tenants, primarily health systems. A significant amount of our remaining rent comes from physician groups and medical healthcare system tenants that are credit-worthy based on our internal underwriting and due diligence, but do not have the size to benefit from a formal credit rating by a nationally recognized rating agency.

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~~Internal Growth through Proactive In-House Property Management and Leasing~~

Our asset management and leasing platform operated approximately 23.5 million square feet of GLA, or 95% of our total portfolio. This is a significant increase since our public listing on the New York Stock Exchange (“NYSE”) in 2012 when we managed approximately 8.8 million square feet, or 70%, of our GLA. We believe this direct asset management approach allows us to maximize our internal growth by improving occupancy, achieving operating efficiencies and creating long-term tenant relationships at our properties, resulting in optimized rental rates. Specific components of our overall asset management strategy include:

Maintaining regional offices in markets where we have a significant presence. HTA has 31 local offices primarily located within our key markets across the U.S., including its corporate headquarters in Scottsdale, Arizona.

~~Creating local relationships with local healthcare providers, including national and regional healthcare systems, physicians and other providers.~~

Maintaining or increasing our average rental rates, actively leasing vacant space and reducing leasing concessions. These leasing results contributed to an average of 2.5% of Same-Property Cash NOI growth each quarter during the year ended December 31, 2019.

Improving the quality of service provided to our tenants by being attentive to their needs, managing expenses and strategically investing capital to remain competitive within our markets. During the year ended December 31, 2019, we achieved tenant retention for the Same-Property portfolio of 83%.

Maintaining a portfolio of high-quality MOBs that we believe are critical to the delivery of healthcare now and in the future, while enhancing our reputation as a dedicated leading MOB owner and operator.

Utilizing local and regional economies of scale to focus on operating cost efficiencies for our properties and utilizing our building service operations to generate profits for our stockholders while providing more efficient services.

~~Key Market Focused Strategy and Investments~~

We plan to grow externally through targeted investments and developments that improve the quality of our portfolio and are accretive to our cost of capital. To achieve this growth in competitive markets we seek:

Targeted property investments, generally located within our key markets. These transactions allow us to focus on the quality of individual properties and ensure they are accretive to our cost of capital. They also allow us to exhibit meaningful growth given our current size.

Long-term relationships with key industry participants. We will continue our emphasis on long-term relationship building as we have since inception. These relationships are cultivated by our senior management team, with key industry participants, including health systems as well as local and regional developers, which have traditionally provided us with valuable investment opportunities.

Local knowledge through our internal full-service operating platform. Our local personnel participate in local industry activities that can provide insightful information with respect to potential opportunities.

~~Actively Maintain Conservative Capital Structure~~

We have and continue to actively manage our balance sheet to maintain an attractive investment grade credit rating, to maintain conservative leverage and to preserve financing flexibility, which ultimately hedges against inherent risk and provides us with attractive capital sources that allow us to take advantage of strategic external growth opportunities. In addition, we may also strategically dispose of properties that we believe no longer align with our strategic growth objectives in order to redeploy the capital generated by these dispositions into higher yielding MOBs that we believe have better longer-term growth prospects. The strength of our balance sheet is demonstrated by our investment grade credit ratings. To maintain our strong and conservative balance sheet, we:

~~Maintain a low leverage ratio. Our leverage ratio, measured as debt less cash and cash equivalents to total capitalization, was 28.9% as of December 31, 2019.~~

Maintain a high level of liquidity. As of December 31, 2019, we had approximately $1.2 billion of liquidity, primarily consisting of $900.0 million available on our unsecured revolving credit facility, $306.2 million of forward equity agreements, and $32.7 million of cash and cash equivalents.

~~Utilize multiple capital sources, including public debt and equity, unsecured bank loans and secured property level debt.~~

Maintain well-laddered debt maturities, which extend through 2030 with no significant exposure in any one year. As of December 31, 2019, the weighted average remaining term of our debt portfolio was 6.3 years, including extension options.

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~~HEALTHCARE INDUSTRY~~

~~Healthcare Sector Growth~~

We operate MOBs within the healthcare industry, which are benefiting from several significant macroeconomic drivers, such as an aging population, millennials beginning to form families, and an increase in the insured population. These trends are driving growth in healthcare spending at a rate significantly faster than the rate of growth in the broader U.S. economy.

The U.S. population is experiencing significant aging of its population, as advancements in medical technology and changes in treatment methods enable people to live longer. This is expected to drive healthcare utilization higher as individuals consume more healthcare as they age. Between 2020 and 2030, the U.S. population over 65 years of age is projected to increase by almost 31% and total over 20% of the U.S. population. Individuals of this age spend the highest amounts on healthcare, averaging more than $6,800 per individual over the age of 65 according to a 2018 Consumer Expenditure Survey. This compares to healthcare expenditures of approximately $1,200 per year for individuals 25 and under. The older population group will increasingly require treatment and management of chronic and acute health ailments. We believe much of this increased care will take place in lower cost outpatient settings, which should continue to support MOB demand in the long term.

In addition, the large millennial generation is just now starting to reach their thirties and form families. During this age period, healthcare expenditures double on average. As this large generation utilizes additional healthcare services, it is expected they will do so in more convenient outpatient settings, typically in MOBs.

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The number of insured individuals in the U.S. continues to increase, as the population grows and as a result of the impact of U.S. government actions, including the Patient Protection and Affordable Care Act of 2010 (the “Affordable Care Act”). Since 1999, the number of individuals covered by healthcare insurance in the U.S. has increased over 23%. Although the current political administration has sought to unsuccessfully repeal the Affordable Care Act, Medicaid expansion remains in place with some states seeking to expand coverage. Thus far, the removal of the individual mandate in the Tax Cuts and Jobs Act (the “TCJA”) has seen limited impact.

As a result of these factors, the healthcare sector is one of the fastest growing sectors of the U.S. economy and is growing faster than GDP. According to the latest data from 2018, Americans spent nearly $3.6 trillion, or 17.7%, of total GDP, on healthcare expenditures in 2018, an increase of 4.6% over the previous year. The U.S. Centers for Medicare & Medicaid Services project that total healthcare expenditures will reach approximately $6.0 trillion by 2027. Healthcare expenditures are projected to grow an average of 5.5% annually through 2027 and account for 19.4% of GDP by 2027. This growth in healthcare expenditures reflects the increasing demand for healthcare. It is also driving demand for cost effective healthcare which generally takes place in outpatient settings such as MOBs.

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Employment in the healthcare industry has steadily increased for at least 20 years despite three recessions during that period. Healthcare-related jobs are among the fastest growing occupations, projected to increase by 14% between 2018 and 2028, significantly higher than the general U.S. employment growth projection of 5%, according to the Bureau of Labor Statistics. Additionally, the Bureau of Labor Statistics projects ten out of the top twenty occupations with the highest growth for workers will be in the healthcare sector. We expect the increased growth in the healthcare industry will correspond with a growth in demand for MOBs and other facilities that serve the healthcare industry.

~~Medical Office Building Supply and Demand~~

MOBs are less susceptible to changes in the general economy than traditional commercial real estate due to secular drivers supporting the healthcare sector and the defensive nature of healthcare expenditures during economic downturns. For this reason, we believe MOB investments provide more consistent rental revenue streams, higher occupancies and tenant retention that could potentially translate into a more stable return to investors compared to other types of real estate investments. We also believe that demand for MOBs will increase due to a number of MOB specific factors, including:

The MOB sector is highly fragmented with approximately 11% of the MOBs owned by public REIT investors. There is significant opportunity to expand within the industry given the lack of institutional ownership compared to other real estate sectors.

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~~Healthcare delivery continues to shift to outpatient settings driven by technological advancements, shifting consumer preferences and lower costs.~~

An increase in medical office visits due to the overall rise in healthcare utilization which in turn has driven hiring within the healthcare sector. Additionally, the rate of employment growth in physicians’ offices and outpatient care facilities has outpaced employment growth in hospitals during the past decade, further supporting the trend of increased utilization of healthcare services outside of the hospital. This trend is forecast to continue, with the number of healthcare providers, particularly nurses, physicians, and technical specialists, growing significantly faster than the U.S. average for the other occupations.

High credit quality of physician tenants. In recent years, MOB tenants have increasingly consisted of larger hospital and physician groups. These groups utilize their size and expertise to obtain high rates of reimbursement and share overhead operating expenses which creates significant rent coverage, or an ability to pay rent. We believe these larger groups are generally credit-worthy and provide stability and long-term value for MOBs.

~~Construction of new MOBs relative to the overall MOB supply continues to be constrained, with new market participants experiencing significant costly barriers to entry in markets in which we invest.~~

~~Creating strong demand for our MOBs. In addition, new development is primarily focused on off campus locations and in markets with growing populations.~~

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~~PORTFOLIO OF PROPERTIES~~

As of December 31, 2019, our portfolio consisted of approximately 24.8 million square feet of GLA, with a leased rate of 90.8% (includes leases which have been executed, but which have not yet commenced).

Our properties were primarily located on the campuses of, or aligned with, nationally and regionally recognized healthcare systems in the U.S. These properties include leading health systems, such as Highmark-Allegheny Health Network, Baylor Scott & White Health, Hospital Corporation of America, Tenet Healthcare Corporation and Ascension. The Company is the largest owner of on-campus or adjacent MOBs in the country, with approximately 16.4 million square feet of GLA, or 66%, of our portfolio located in these locations. The remaining 34% are located in core community outpatient locations where healthcare is increasingly being delivered.

Portfolio Diversification by Type
Number of
Buildings

Number of
States

GLA ⁽¹⁾
Percent of
Total GLA
Annualized Base Rent ⁽¹⁾⁽²⁾
Percent of Annualized Base Rent
Medical Office Buildings

Single-tenant 116
22
6,306
25.5 % $ 161,773
26.3 %
Multi-tenant 324
33
17,156
69.3
414,921
67.4
Other Healthcare Facilities
Hospitals 15
8
954
3.8
32,960
5.4
Senior care 3
2
355
1.4
5,507
0.9
Total 458
33
24,771
100 % $ 615,161
100 %

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

~~SIGNIFICANT TENANTS~~

As of December 31, 2019, none of the tenants at our properties accounted for more than 4.4% of our annualized base rent. The table below shows our key health system relationships as of December 31, 2019.

Health System ⁽¹⁾

Weighted Average Remaining Lease Term ⁽²⁾

Total Leased GLA ⁽³⁾
Percent of Leased GLA
Annualized Base Rent ⁽³⁾⁽⁴⁾
Percent of Annualized Base Rent
Highmark-Allegheny Health Network 9 974
4.4 % $ 24,205
4.4 %
Baylor Scott & White Health 6 882
4.0
24,072
4.4
HCA Healthcare 6 695
3.1
20,029
3.6
Tenet Healthcare Corporation 7 513
2.3
12,876
2.3
Ascension 4 486
2.2
11,303
2.1
Tufts Medical Center 8 255
1.2
10,932
2.0
Steward Health Care 7 383
1.7
10,118
1.8
Community Health Systems 7 426
1.9
8,899
1.6
AdventHealth 3 365
1.6
8,510
1.6
CommonSpirit Health 9 352
1.6
7,616
1.4
Emblem Health 15 281
1.3
7,280
1.3
Harbin Clinic 8 313
1.4
6,898
1.3
Mercy Health 7 270
1.2
6,822
1.2
Atrium Health 1 210
0.9
6,397
1.2
UNC Health Care 7 235
1.1
6,293
1.1

6,640
29.9 % $ 172,250
31.3 %

(1) The amounts in this table illustrate only direct leases with selected top health systems in our portfolio and are not inclusive of all health system tenants.
(2) Amounts presented in years.
(3) Amounts presented in thousands.
(4) Annualized base rent is calculated by multiplying contractual base rent as of the end of the year by 12 (excluding the impact of abatements, concessions, and straight-line rent).

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~~GEOGRAPHIC CONCENTRATION~~

As of December 31, 2019, our portfolio was concentrated in key markets that we have determined to be strategic based on demographic trends, projected demand for healthcare and overall asset management efficiencies.

Key Markets
Investment ⁽¹⁾
Percent of Investment
Total GLA ⁽¹⁾
Percent of Portfolio
Annualized Base Rent ⁽¹⁾⁽²⁾
Percent of Annualized Base Rent
Dallas, TX $ 850,274
11.6 % 2,053
8.3 % $ 57,689
9.4 %
Houston, TX 455,459
6.2
1,667
6.7
40,104
6.5
Boston, MA 397,693
5.4
965
3.9
32,931
5.4
Tampa, FL 347,764
4.8
952
3.9
24,974
4.1
Hartford/New Haven, CT 344,604
4.7
1,165
4.7
26,075
4.2
Atlanta, GA 338,886
4.6
1,120
4.5
27,098
4.4
Orange County/Los Angeles, CA 323,424
4.4
719
2.9
24,307
4.0
Indianapolis, IN 281,769
3.9
1,396
5.6
27,344
4.4
Phoenix, AZ 267,781
3.7
1,316
5.3
32,763
5.3
Denver, CO 265,807
3.6
607
2.5
19,464
3.2
New York, NY 256,144
3.5
615
2.5
17,000
2.8
Chicago, IL 231,178
3.2
454
1.8
14,661
2.4
Miami, FL 224,023
3.1
997
4.0
26,442
4.3
Raleigh, NC 223,796
3.1
622
2.5
17,312
2.8
Charlotte, NC 198,287
2.7
828
3.3
17,511
2.8
Albany, NY 170,071
2.3
833
3.4
16,882
2.7
Austin, TX 164,425
2.3
409
1.7
9,438
1.5
Orlando, FL 156,300
2.1
513
2.1
11,505
1.9
Pittsburgh, PA 148,612
2.0
1,094
4.4
26,421
4.3
Milwaukee, WI 116,082
1.6
368
1.5
6,931
1.1
Top 20 MSAs 5,762,379
78.8
18,693
75.5
476,852
77.5
Additional Top MSAs 1,133,923
15.5
4,364
17.6
97,465
15.9
Total Key Markets & Top 75 MSAs $ 6,896,302
94.3 % 23,057
93.1 % $ 574,317
93.4 %

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

~~COMPETITION~~

We compete with many other real estate investment entities, including financial institutions, pension funds, real estate developers, other REITs, other public real estate companies, and private real estate investors for the acquisition of MOBs and other facilities that serve the healthcare industry. During the acquisition process, we compete with others who may have a competitive advantage over us at this time in terms of size, capitalization, local knowledge of the marketplace and extended contacts throughout the region. Any combination of these factors may result in an increased purchase price for properties or other real estate related assets of interest to us, which may reduce the number of opportunities available to us that meet our investment criteria. If the number of opportunities that meet our investment criteria are limited, our ability to increase stockholder value may be adversely impacted.

We face competition in leasing available MOBs and other facilities that serve the healthcare industry to prospective tenants. As a result, we may have to provide rent concessions, incur charges for tenant improvements, offer other inducements, or we may be unable to timely lease vacant space in our properties, all of which may have an adverse impact on our results of operations. At the time we elect to dispose of our properties, we will also be in competition with sellers of similar properties to locate suitable purchase opportunities.

We believe our focus on MOBs, our experience and expertise, and our ongoing relationships with healthcare providers provide us with a competitive advantage. We have established an asset identification and acquisition network with healthcare providers and local developers which provides for the early identification of and access to acquisition opportunities. In addition, we believe this broad network allows us to effectively lease available space, retain our tenants, and maintain and improve our assets.

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~~GOVERNMENT REGULATIONS~~

~~Healthcare-Related Regulations~~

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

~~Healthcare Legislation.~~ In March 2010, President Obama signed the Affordable Care Act (the “ACA”) into law. The ACA, along with other healthcare reform efforts, has resulted in comprehensive healthcare reform in the U.S. The laws are intended to reduce the number of individuals in the U.S. without health insurance and significantly change the means by which healthcare is organized, delivered and reimbursed. The ACA expanded reporting requirements and responsibilities related to facility ownership and management, patient safety, quality of care, and certain financial transactions, including payments by the pharmaceutical and medical industry to doctors and teaching hospitals. In the ordinary course of their businesses, our tenants may be regularly subjected to inquiries, investigations and audits by federal and state agencies that oversee these laws and regulations. If they do not comply with the additional reporting requirements and responsibilities, our tenants’ ability to participate in federal healthcare programs may be adversely affected. Moreover, there may be other aspects of the comprehensive healthcare reform legislation for which regulations have not yet been adopted, which, depending on how they are implemented, could adversely affect our tenants and their ability to meet their lease obligations to us.

The ACA has faced numerous judicial, legislative and executive challenges. Although there continue to be judicial challenges to the ACA, the Supreme Court has thus far upheld the ACA, including in their June 25, 2015 ruling on ~~King v. Burwell~~. However, President Trump and Congressional Republicans promised they would seek the repeal of the ACA. On January 20, 2017, newly-sworn-in President Trump issued an executive order aimed at seeking the prompt repeal of the ACA, and directed the heads of all executive departments and agencies to minimize the economic and regulatory burdens of the ACA to the maximum extent permitted by law. In addition, there have been and continue to be numerous Congressional attempts to amend and repeal the ACA. While no full repeal bills have passed both chambers of Congress, the 2017 Tax Cuts and Jobs Act eliminated the tax penalty associated with a key provision of the ACA known as the “individual mandate” beginning January 1, 2019. On December 14, 2018, a Texas federal district court judge, in the case of ~~Texas v. Azar,~~ declared the ACA unconstitutional, reasoning that the individual mandate tax penalty was essential to and not severable from the remainder of the ACA. The case was appealed to the U.S. Court of Appeals for the Fifth Circuit. On December 18, 2019, the U.S. Court of Appeals for the Fifth Circuit ruled that the ACA’s “individual mandate” was unconstitutional but sent the case back to the District Court for further analysis of whether the entire ACA is also rendered unconstitutional. The ACA will remain law while the case proceeds through the appeals process; however, the case creates additional uncertainty as to whether any or all of the ACA could be struck down, which creates risk for the health care industry. We cannot predict whether any future attempts to amend or repeal the ACA will be successful. The future of the ACA is uncertain and any changes to existing laws and regulations, including the ACA’s repeal, modification or replacement, could have a long-term financial impact on the delivery of and payment for healthcare. Both our tenants and us may be adversely affected by the law or its repeal, modification or replacement.

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

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

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

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~~determinations that certain costs are not reimbursable or reasonable, because additional documentation is necessary or because certain services were not covered or were not medically necessary.~~

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

~~Various laws and Center for Medicare and Medicaid Services (“CMS”) initiatives and rules may also reduce or change medical provider compensation and reimbursement.~~

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

~~Fraud and Abuse Laws.~~ There are various federal and state laws prohibiting fraudulent and abusive business practices by healthcare providers who participate in, receive payments from, or are in a position to make referrals in connection with, government-sponsored healthcare programs, including the Medicare and Medicaid programs. Additionally, the ACA includes program integrity provisions that both create new authorities and expand existing authorities for federal and state governments to address fraud, waste and abuse in federal healthcare programs. Our lease arrangements with certain tenants may also be subject to these fraud and abuse laws. These laws include, among others:

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

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

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

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

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

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

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

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~~of fraud and abuse laws, imposition of any of these penalties upon one of our tenants, and civil litigation could jeopardize that tenant’s ability to operate or to make rent payments to us.~~

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

~~Real Estate Ownership-Related Regulations~~

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

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

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

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

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

~~EMPLOYEES~~

~~As of December 31, 2019, we had 303 employees, of which less than 1% are subject to a collective bargaining agreement.~~

~~TAX MATTERS~~

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

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

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

~~EXECUTIVE OFFICERS OF THE REGISTRANT~~

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

~~Item 1A. Risk Factors~~

~~Risks Related to Our Business~~

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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~~Risks Related to our Organizational Structure~~

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

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

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

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

~~the election or removal of directors;~~

~~our dissolution;~~

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

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

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

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

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

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

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

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

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

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

~~We are dependent on the financial stability of our tenants.~~

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

As of December 31, 2019, we held interests in MOB properties and other facilities that serve the healthcare industry through leasehold interests in the land on which the buildings are located and we may acquire additional properties in the future that are subject to ground leases or other similar agreements. As of December 31, 2019, these properties represented 37% of our total GLA. Many of our ground leases and other similar agreements limit our uses of these properties and may restrict our ability to sell or otherwise transfer such properties without the ground landlord’s consent, which may impair their value.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

~~Risks Related to the Healthcare Industry~~

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

The healthcare industry is heavily regulated by federal, state and local governmental agencies. Our tenants generally are subject to laws and regulations covering, among other things, licensure, certification for participation in government programs,

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and relationships with physicians and other referral sources. Changes in these laws and regulations could negatively affect the ability of our tenants to make lease payments to us and our ability to make distributions to our stockholders.

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

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

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

In March 2010, then President Obama signed the Affordable Care Act (the “ACA”). The ACA, along with other healthcare reform efforts, has resulted in comprehensive healthcare reform in the U.S. through a phased approach, which began in 2010 and concluded in 2018. It remains difficult to predict the impact of these laws on us due to their complexity, lack of implementing regulations or interpretive guidance, and the gradual implementation of the laws over a multi-year period. During the 2016 Presidential and Congressional campaigns, Republicans promised they would seek the repeal of the ACA. On January 20, 2017, then newly-sworn-in President Trump issued an executive order aimed at seeking the prompt repeal of the ACA, and directed the heads of all executive departments and agencies to minimize the economic and regulatory burdens of the ACA to the maximum extent permitted by law. In addition, there have been and continue to be numerous Congressional attempts to amend and repeal the law. While no full repeal bills have passed both chambers of Congress, the 2017 Tax Cuts and Jobs Act eliminated the tax penalty associated with a key provision of the ACA known as the “individual mandate” beginning January 1, 2019. On December 14, 2018, a Texas federal district court judge, in the case of ~~Texas v. Azar,~~ declared the ACA unconstitutional, reasoning that the individual mandate tax penalty was essential to and not severable from the remainder of the ACA. The case was appealed to the U.S. Court of Appeals for the Fifth Circuit. On December 18, 2019, the U.S. Court of Appeals for the Fifth Circuit ruled that the ACA’s “individual mandate” was unconstitutional but sent the case back to the District Court for further analysis of whether the entire ACA is also rendered unconstitutional. The ACA will remain law while the case proceeds through the appeals process; however, the case creates additional uncertainty as to whether any or all of the ACA could be struck down, which creates risk for the health care industry. We cannot predict whether any of these attempts to amend or repeal the law will be successful. The future of the ACA is uncertain and any changes to existing laws and regulations, including the ACA’s repeal, modification or replacement, could have a long-term financial impact on the delivery of and payment for healthcare. Both our tenants and us may be adversely affected by the law or its repeal, modification or replacement.

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

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

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

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

Adverse U.S. economic conditions have negatively affected state budgets, which may put pressure on states to decrease reimbursement rates with the goal of decreasing state expenditures under state Medicaid programs. The need to control Medicaid expenditures may be exacerbated by the potential for increased enrollment in state Medicaid programs due to unemployment, declines in family incomes and eligibility expansions required by the recently enacted healthcare reform law. These potential reductions could be compounded by the potential for federal cost-cutting efforts that could lead to reductions in

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reimbursement rates under both the federal Medicare program and state Medicaid programs. Potential reductions in reimbursements under these programs could negatively impact the ability of our tenants and their ability to meet their obligations to us, which could, in turn, have an adverse effect on our business, financial condition and results of operations, the market price of our common stock and our ability to make distributions to our stockholders.

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

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

~~Risks Related to Debt Financing~~

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

As of December 31, 2019, we had total debt outstanding of $2.7 billion. We intend to continue to finance a portion of the purchase price of our investments in real estate and other real estate related assets by borrowing funds. In addition, we may incur mortgage debt and pledge some or all of our real properties as security for that debt to obtain funds to acquire additional real properties or for working capital. We may also borrow funds to satisfy the REIT tax qualification requirement that we distribute at least 90% of our annual ordinary taxable income to our stockholders. Furthermore, we may borrow if we otherwise deem it necessary or advisable to ensure that we maintain our qualification as a REIT for U.S. federal income tax purposes. We have historically maintained a low leveraged balance sheet and intend to continue to maintain this structure over the long term. However, our total leverage may fluctuate on a short term basis as we execute our business strategy.

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

~~Changes to, or the elimination of, LIBOR may adversely affect interest expense related to our indebtedness.~~

We expect current and future borrowings under our unsecured term loans, which are hedged, and our unsecured revolving credit facility to be based on LIBOR. In July 2017, the United Kingdom’s Financial Conduct Authority (“FCA”), a regulator of financial services firms and financial markets in the United Kingdom, stated that it will plan for a phase out of regulatory oversight of LIBOR interest rates indices with support lasting through 2021. If LIBOR ceases to exist, we may need to renegotiate any credit agreements or hedge transactions extending beyond 2021 that utilize LIBOR as a factor in determining the interest rate to replace LIBOR with the new standard that is established. Also, if we intend to hedge our LIBOR denominated debt, we cannot predict whether hedging opportunities will exist on acceptable terms.

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

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

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

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

~~Table of Contents~~

~~Risks Related to Joint Ventures~~

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

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

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

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

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

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

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

~~Federal Income Tax Risks~~

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

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

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

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

~~Table of Contents~~

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

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

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

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

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

~~Risks Related to Our Common Stock~~

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

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

~~actual or anticipated variations in our quarterly operating results;~~

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

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

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

~~changes in market valuations of similar companies;~~

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

~~additions or departures of key personnel;~~

~~actions by institutional stockholders;~~

~~speculation in the press or investment community; and~~

~~general market and economic conditions.~~

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

~~Table of Contents~~

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

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

~~Our dividends to stockholders may change, which could adversely affect the market price of our common stock.~~

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

~~Increases in market interest rates may result in a decrease in the value of our common stock.~~

One of the factors that may influence the price of our common stock will be the dividend distribution rate on our common stock (as a percentage of the price of our common stock) relative to market interest rates. If market interest rates rise, prospective purchasers of common stock may expect a higher dividend distribution rate. Higher interest rates would not, however, result in more funds being available for dividends and, in fact, would likely increase our borrowing costs and might decrease our funds available for dividends. We therefore may not be able, or we may not choose, to provide a higher dividend distribution rate. As a result, prospective purchasers may decide to purchase other securities rather than our common stock, which would reduce the demand for, and result in a decline in the market price of, our common stock.

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

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

~~Risks Related to Forward Sale Agreements~~

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

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

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

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

~~Table of Contents~~

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

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

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

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

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

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

~~Table of Contents~~

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

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

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

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

~~Item 1B. Unresolved Staff Comments~~

~~Not applicable.~~

~~Table of Contents~~

~~Item 2. Properties~~

We have invested $7.3 billion primarily in MOBs, development projects, land and other healthcare real estate assets that serve the healthcare industry through December 31, 2019. As of December 31, 2019, our portfolio consisted of approximately 24.8 million square feet of GLA, with a leased rate of 90.8% (includes leases which have been executed, but which have not yet commenced). Approximately 66% of our portfolio was located on the campuses of, or adjacent to, nationally and regionally recognized healthcare systems. Our portfolio is diversified geographically across 33 states, with no state having more than 20% of the total GLA as of December 31, 2019. All but two of our properties are 100% owned.

As of December 31, 2019, we owned fee simple interests in properties representing 63.0% of our total GLA. We hold long-term leasehold interests in the remaining properties in our portfolio, representing 37% of our total GLA. As of December 31, 2019, these leasehold interests had an average remaining term of 47.3 years, excluding available extension options.

~~The following information generally applies to our properties:~~

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

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

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

~~Tenant Lease Expirations~~

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

Expiration ⁽¹⁾

Number of
Expiring
Leases

Total GLA
of Expiring
Leases ⁽²⁾
Percent of GLA of Expiring Leases
Annualized Base Rent of Expiring Leases ⁽²⁾⁽³⁾
Percent of Total Annualized Base Rent
Month-to-month 220
359
1.6 % $ 9,050
1.5 %
2020 671
2,019
9.0
53,082
8.6
2021 773
2,696
12.0
67,438
11.0
2022 535
2,356
10.5
60,133
9.8
2023 413
2,201
9.8
49,060
8.0
2024 365
1,987
8.8
51,333
8.3
2025 249
1,455
6.5
38,800
6.3
2026 220
1,463
6.5
31,896
5.2
2027 201
2,111
9.4
58,098
9.4
2028 128
1,229
5.4
30,863
5.0
2029 187
1,602
7.1
37,709
6.1
Thereafter 226
3,015
13.4
127,699
20.8
Total 4,188
22,493
100 % $ 615,161
100 %

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

~~Table of Contents~~

~~Geographic Diversification/Concentration Table~~

~~The following table lists the states in which our properties are located and provides certain information regarding our portfolio’s geographic diversification/concentration as of December 31, 2019:~~

State
GLA ⁽¹⁾
Percent of GLA
Annualized Base Rent ⁽¹⁾⁽²⁾
Percent of Annualized Base Rent
Texas 4,780
19.3 % $ 121,695
19.8 %
Florida 2,760
11.1
70,976
11.5
Arizona 1,531
6.2
37,078
6.0
Indiana 1,811
7.3
36,034
5.9
North Carolina 1,450
5.9
34,824
5.7
Massachusetts 965
3.9
32,931
5.4
New York 1,390
5.6
32,150
5.2
Pennsylvania 1,350
5.4
31,155
5.1
Georgia 1,192
4.8
29,832
4.8
California 909
3.7
28,612
4.7
Connecticut 1,165
4.7
26,075
4.2
Colorado 607
2.5
19,464
3.2
Ohio 839
3.4
16,697
2.7
Illinois 454
1.8
14,661
2.4
Tennessee 524
2.1
12,571
2.0
Missouri 355
1.4
9,839
1.6
South Carolina 297
1.2
7,203
1.1
Alabama 319
1.3
7,075
1.2
Wisconsin 368
1.5
6,931
1.1
Michigan 203
0.8
5,644
0.9
Virginia 221
0.9
5,284
0.9
Maryland 181
0.7
4,729
0.8
Hawaii 145
0.6
4,527
0.7
Oklahoma 186
0.8
4,047
0.7
New Mexico 142
0.6
2,402
0.4
Kansas 67
0.3
2,262
0.4
Minnesota 158
0.6
2,142
0.3
Utah 112
0.5
2,044
0.3
Nevada 73
0.3
1,801
0.3
New Jersey 57
0.2
1,732
0.3
Mississippi 80
0.3
1,443
0.2
Idaho 57
0.2
724
0.1
Oregon 23
0.1
577
0.1
Total 24,771
100 % $ 615,161
100 %

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

~~Item 3. Legal Proceedings~~

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

~~Item 4. Mine Safety Disclosures~~

~~Not applicable~~

~~Table of Contents~~

~~PART II~~

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

~~Market Information~~

~~HTA has common stock and is reported on the NYSE under the trading symbol “HTA”. There is no established market for trading HTALP’s OP Units.~~

~~Dividends~~

~~In accordance with the terms of HTALP’s partnership agreement, the dividend HTA pays to its stockholders is equal to the amount of distributions it receives from HTALP.~~

~~Stockholders~~

~~As of February 10, 2020, HTA had 1,992 stockholders of record.~~

~~Stock Performance Graph~~

The graph below compares the cumulative returns of HTA, US REIT (RMS) Index, S&P 500 Index and SNL U.S. REIT Healthcare Index from the date of our listing on the NYSE on June 6, 2012 through December 31, 2019. All periods prior to 2015 have been adjusted retroactively to reflect the reverse stock split effective December 15, 2014. The total returns assume dividends are reinvested.

~~Purchases of Equity Securities by the Issuer and Affiliated Purchasers~~

~~During the three months ended December 31, 2019, there were no repurchases of our common stock.~~

~~Securities Authorized for Issuance under Equity Compensation Plans~~

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

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

~~None.~~

~~Table of Contents~~

~~Item 6. Selected Financial Data~~

The following should be read with Item 1A - Risk Factors, Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, our accompanying consolidated financial statements and the notes thereto, as acquisitions, changes in accounting policies and other items impact the comparability of our financial data. Our historical results are not necessarily indicative of results for any future period.

~~Healthcare Trust of America, Inc.~~

Year Ended December 31,
(In thousands, except per share data) 2019 2018 2017 2016 2015
Balance Sheet Data as of December 31:
Real estate investments, net $ 6,045,801
$ 5,665,621
$ 5,947,874
$ 3,503,020
$ 2,959,468
Total assets 6,638,749
6,188,476
6,449,582
3,747,844
3,172,300
Debt 2,749,775
2,541,232
2,781,031
1,768,905
1,590,696
Noncontrolling interests 72,635
78,890
84,666
93,143
27,534
Total equity 3,430,644
3,334,914
3,363,448
1,780,417
1,406,958
Statement of Operations Data:
Total revenues $ 692,040
$ 696,426
$ 613,990
$ 460,928
$ 403,822
Rental expenses 211,479
220,617
192,147
143,751
123,390
Net income attributable to common stockholders 30,154
213,463
63,916
45,912
32,931
Net income attributable to common stockholders per share - basic 0.15
1.04
0.35
0.34
0.26
Net income attributable to common stockholders per share - diluted 0.14
1.02
0.34
0.33
0.26
Statement of Cash Flows Data:
Cash flows provided by operating activities $ 340,394
$ 337,396
$ 307,543
$ 203,695
$ 191,095
Cash flows (used in) provided by investing activities ⁽¹⁾
(667,289 ) 176,309
(2,455,096 ) (608,393 ) (274,171 )
Cash flows provided by (used in) financing activities 230,981
(498,735 ) 2,241,068
400,781
80,826
Other Data:
Dividends declared to stockholders $ 260,593
$ 253,699
$ 227,024
$ 164,221
$ 147,539
Dividends declared per share 1.25
1.23
1.21
1.19
1.17
Dividends paid in cash to stockholders 256,117
252,651
207,087
159,174
146,372
FFO attributable to common stockholders ⁽²⁾
319,738
335,565
284,226
215,570
188,206
Normalized FFO attributable to common stockholders⁽²⁾
344,272
340,400
301,957
225,221
195,920
NOI ⁽³⁾
480,561
475,809
421,843
317,177
280,432

(1) The amounts for 2015-2016 differ from amounts previously reported in our Annual Report for the years ended December 31, 2015 and 2016, as a result of the retrospective presentation of the early adoption of ASU 2016-18 as of January 1, 2017.
(2) For additional information on FFO and Normalized FFO, see Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, which includes a reconciliation to net income or loss attributable to common stockholders and an explanation of why we present these non-GAAP financial measures.
(3) For additional information on NOI, see Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, which includes a reconciliation to net income or loss attributable to common stockholders and an explanation of why we present this non-GAAP financial measure.

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~~Healthcare Trust of America Holdings, LP~~

Year Ended December 31,
(In thousands, except per unit data) 2019 2018 2017 2016 2015
Balance Sheet Data as of December 31:
Real estate investments, net $ 6,045,801
$ 5,665,621
$ 5,947,874
$ 3,503,020
$ 2,959,468
Total assets 6,638,749
6,188,476
6,449,582
3,747,844
3,172,300
Debt 2,749,775
2,541,232
2,781,031
1,768,905
1,590,696
Total partners’ capital 3,430,644
3,334,914
3,363,448
1,780,417
1,406,958
Statement of Operations Data:
Total revenues $ 692,040
$ 696,426
$ 613,990
$ 460,928
$ 403,822
Rental expenses 211,479
220,617
192,147
143,751
123,390
Net income attributable to common unitholders 30,692
217,537
65,454
47,227
33,445
Net income attributable to common unitholders per unit - basic 0.15
1.04
0.35
0.34
0.26
Net income attributable to common unitholders per unit - diluted 0.15
1.04
0.35
0.34
0.26
Statement of Cash Flows Data:
Cash flows provided by operating activities $ 340,394
$ 337,396
$ 307,543
$ 203,695
$ 191,095
Cash flows (used in) provided by investing activities ⁽¹⁾
(667,289 ) 176,309
(2,455,096 ) (608,393 ) (274,171 )
Cash flows provided by (used in) financing activities 230,981
(498,735 ) 2,241,068
400,781
80,826
Other Data:
Distributions declared to general partner $ 260,593
$ 253,699
$ 227,024
$ 164,221
$ 147,539
Distributions declared per unit 1.25
1.23
1.21
1.19
1.17
Distributions paid in cash to general partner 256,117
252,651
207,087
159,174
146,372
FFO attributable to common OP Unitholders ⁽²⁾
320,276
339,639
285,764
216,885
188,720
Normalized FFO attributable to common OP Unitholders ⁽²⁾
344,272
340,400
301,957
225,221
195,920
NOI ⁽³⁾
480,561
475,809
421,843
317,177
280,432

(1) The amounts for 2015-2016 differ from amounts previously reported in our Annual Report for the years ended December 31, 2015 and 2016, as a result of the retrospective presentation of the early adoption of ASU 2016-18 as of January 1, 2017.
(2) For additional information on FFO and Normalized FFO, see Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, which includes a reconciliation to net income or loss attributable to common unitholders and an explanation of why we present these non-GAAP financial measures.
(3) For additional information on NOI, see Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, which includes a reconciliation to net income or loss attributable to common unitholders and an explanation of why we present this non-GAAP financial measure.

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

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

The following discussion should be read in conjunction with our consolidated financial statements and notes appearing elsewhere in this Annual Report. Such consolidated financial statements and information have been prepared to reflect HTA and HTALP’s financial position as of December 31, 2019 and 2018, together with results of operations and cash flows for the years ended December 31, 2019, 2018 and 2017.

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

~~Forward-Looking Statements;~~

~~Executive Summary;~~

~~Company Highlights;~~

~~Critical Accounting Policies;~~

~~Recently Issued or Adopted Accounting Pronouncements;~~

~~Factors Which May Influence Results of Operations;~~

~~Results of Operations;~~

~~Non-GAAP Financial Measures;~~

~~Liquidity and Capital Resources;~~

~~Commitments and Contingencies;~~

~~Debt Service Requirements;~~

~~Contractual Obligations;~~

~~Off-Balance Sheet Arrangements; and~~

~~Inflation.~~

~~Forward-Looking Statements~~

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

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

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

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~~forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to projections over time, except as required by law.~~

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

~~Executive Summary~~

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

Since 2006, we have invested $7.3 billion primarily in MOBs, development projects, land and other healthcare real estate assets consisting of approximately 24.8 million square feet of GLA throughout the U.S. Approximately 66% of our portfolio was located on the campuses of, or adjacent to, nationally and regionally recognized healthcare systems. Our portfolio is diversified geographically across 33 states, with no state having more than 20% of our total GLA as of December 31, 2019. We are concentrated in 20 to 25 key markets that are experiencing higher economic and demographic trends than other markets, on average, that we expect will drive demand for MOBs. As of December 31, 2019, we had approximately 1 million square feet of GLA in ten of our top 20 key markets and approximately 93% of our portfolio, based on GLA, is located in the top 75 MSAs, with Dallas, Houston, Boston, Tampa and Hartford/New Haven being our largest markets by investment.

~~Company Highlights~~

~~Portfolio Operating Performance~~

~~For the year ended December 31, 2019, total revenue decreased 0.6%, or $4.4 million, to $692.0 million, compared to $696.4 million for the year ended December 31, 2018.~~

~~For the year ended December 31, 2019, net income was $30.8 million, compared to $217.6 million for the year ended December 31, 2018.~~

For the year ended December 31, 2019, net income attributable to common stockholders was $0.14 per diluted share, or $30.2 million, compared to $1.02 per diluted share, or $213.5 million, for the year ended December 31, 2018.

~~For the year ended December 31, 2019, NOI increased 1.0%, or $4.8 million, to $480.6 million, compared to $475.8 million for the year ended December 31, 2018.~~

~~For the year ended December 31, 2019, Same-Property Cash NOI increased 2.7%, or $12.1 million, to $450.9 million, compared to $438.9 million for the year ended December 31, 2018.~~

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~~Key Market Focused Strategy and Investments~~

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

Our investment strategy includes alignment with key healthcare systems, hospitals, and leading academic medical universities. We are the largest owner of on-campus or adjacent MOBs in the country, with approximately 16.4 million square feet of GLA, or 66% of our portfolio, located in these locations. The remaining 34% of our portfolio is located in core community outpatient locations where healthcare is increasingly being delivered.

Over the last several years, our investments have been focused in our 20 to 25 key markets which we believe will outperform the broader U.S. from an economic and demographic perspective. As of December 31, 2019, approximately 93% of our portfolio’s GLA is located in the top 75 MSAs. Our key markets represent top MSAs with strong growth metrics in jobs, household income and population, as well as low unemployment and mature healthcare infrastructures. Many of our key markets are also supported by strong university systems.

Our key market focus has enabled us to establish scale and effectively utilize our asset management and leasing platform to deliver consistent same store growth and additional yield on investments, and also cost effective service to tenants. As of December 31, 2019, we had approximately 1 million square feet of GLA in ten of our top 20 key markets and approximately 0.5 million square feet of GLA in 17 of our top 20 key markets. We expect to establish this scale across 20 to 25 key markets as our portfolio expands.

During the year ended December 31, 2019, HTA has closed $560.5 million of investments totaling approximately 1.6 million square feet of GLA, with expected year-one contractual yields of approximately 6.1%, after operating synergies. These properties were approximately 93% occupied as of closing, and are located within HTA's key markets. Over 55% of these properties are located on or adjacent to hospital campuses, and, all were acquired on a fee-simple basis.

During the year ended December 31, 2019, HTA completed the disposition of 4 MOBs, located in Hilton Head, South Carolina and Santa Fe, New Mexico for an aggregate gross sales price of $4.9 million, representing approximately 51 thousand599,000 square feet of GLA, and generating net ~~losses~~gains of ~~$0.2~~approximately $39.2 million.

~~During~~

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•Completed the ~~year ended December 31, 2019, we announced agreements to develop two~~development of three new on-campus MOBs located in the key markets of Miami, Florida; Bakersfield, California; and Dallas, Texas. Total construction costs on these developments were approximately $110 million and totaled approximately 245,000 square feet of GLA and are currently 78% leased. Our development pipeline consists of five projects in the pre-leasing process, totaling over 850,000 square feet of GLA. These projects are located in Houston, Orlando and Raleigh and are highlighted by HTA's previously announced strategic partnership with Medistar Corporation to co-develop the Texas A&M Innovation Plaza - Horizon Tower located in Houston, Texas, a 485,000 square foot medical office and ~~Bakersfield, California~~life sciences tower with anticipated costs of ~~approximately $90~~$215 million ~~totaling approximately 191,000 square feet of GLA. The new development projects are~~ expected to ~~be more than 73% pre-leased with anticipated yields over 6.5%. Additionally~~commence construction in ~~2019, HTA announced plans to redevelop two MOBs located in Los Angeles, California with estimated~~2022.

•Entered into a third amended and restated $1.3 billion Revolving Credit and Term Loan Agreement, lowering the Company’s borrowing costs ofand extending maturities.

•Issued approximately ~~$20~~9.4 million ~~totaling approximately 105,000 square feet of GLA.~~

~~Internal Growth through Proactive In-House Property Management and Leasing~~

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

As of December 31, 2019, our in-house asset management and leasing platform operated approximately 23.5 million square feet of GLA, or 95%, of our total portfolio, a significant increase from 8.8 million square feet, or 70%, of GLA managed in-house in 2012.

~~As of December 31, 2019, our leased rate (which includes leases which have been executed, but which have not yet commenced) was 90.8% by GLA, and our occupancy rate was 89.9% by GLA.~~

~~We entered into new and renewal leases on approximately 3.6 million square feet of GLA, or 14.6%, of the GLA of our total portfolio, during the year ended December 31, 2019.~~

During the year ended December 31, 2019, tenant retention for the Same-Property portfolio was 83%, which included approximately 3.2 million square feet of GLA of expiring leases, which we believe is indicative of our commitment to maintaining buildings in desirable locations and fostering strong tenant relationships. Tenant retention is defined as the sum of the total leased GLA of tenants that renewed a lease during the period over the total GLA of leases that renewed or expired during the period.

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~~Financial Strategy and Balance Sheet Flexibility~~

As of December 31, 2019, we had total leverage, measured by debt less cash and cash equivalents to total capitalization, of 28.9%. Total liquidity was $1.2 billion, inclusive of $900.0 million available on our unsecured revolving credit facility, $306.2 million of forward equity agreements, and cash and cash equivalents of $32.7 million as of December 31, 2019.

~~As of December 31, 2019, the weighted average remaining term of our debt portfolio was 6.3 years, including extension options.~~

~~During the year ended December 31, 2019, we paid down approximately $97.4 million of outstanding secured mortgage loans.~~

~~In August 2018, our Board of Directors approved a stock repurchase plan authorizing us to purchase up to $300.0 million~~shares of our common stock from time to time prior to the expiration thereof on June 7, 2020. During the year ended December 31, 2019, we repurchased 345,786 shares of our outstanding common stock, at an average price of $24.65 per share, for an aggregate amount of approximately $8.5 million, pursuant to this stock repurchase plan. As of December 31, 2019, the remaining amount of common stock available for repurchase under the stock repurchase plan was approximately $224.3 million.

~~In November 2019, we refreshed our at the market ("ATM") offering program of common stock for an additional aggregate sales amount of up to $750.0 million.~~

~~During the year ended December 31, 2019, we issued a total of approximately 21.6 million shares of common stock~~ under our ~~ATM. Of these, 11.1 million shares settled and we received~~ATM program for net proceeds of approximately ~~$323.4~~$251.3 million, adjusted for costs to borrow equating to a net price to us of ~~$29.14~~$26.68 per share of common stock. ~~Accordingly, approximately 10.5~~

•Ended 2021 with total liquidity of $1.1 billion, inclusive of $1.0 billion available on our unsecured revolving credit facility, and $52.4 million ~~shares are expected~~of cash and cash equivalents, resulting in leverage of (i) 27.7%, measured by debt less cash and cash equivalents to ~~settle in 2020~~total capitalization and (ii) 5.9x, measured by debt less cash and cash equivalents to Adjusted EBITDAre.

Please see the section titled “Overview of 2021 Performance” above for ~~net proceeds~~additional information on our performance during the past year.

Compensation Policies

Our executive compensation program includes a number of ~~approximately $306.2 million, subject~~features intended to ~~adjustments as provided~~reflect best practices in the ~~forward~~market and to help ensure that the program reinforces and aligns with our stockholders’ interests. These features are described in more detail below in this CD&A and include the following:

Aligned with Performance

•The majority of our executives’ compensation is at-risk. As shown in the table below, for fiscal year 2021, approximately 72% of Mr. Milligan’s and Ms. Houghton’s total direct compensation was performance-based. As used in this discussion, the term “total direct compensation” for 2021 means the aggregate amount of the executive’s base salary and actual annual bonus earned for 2021, and the grant date fair value long-term equity ~~agreements.~~incentive awards earned based on performance for 2021, but issued in early 2022.

~~On February 13, 2020,~~


		2021
Name	Principal Position	Base Salary		Bonus		Short-term Incentive Award		Long-term Incentive Stock (3)		Total Compensation (4)		Performance-Based		Performance-Based %
Scott D. Peters(1)	Former Chief Executive Officer, President and Chairman of the Board	$	638,413	$	—	$	—	$	—	$	638,413	$	—	—	%
Peter N. Foss (1)	Interim President and Chief Executive Officer	353,640		100,000		463,751		3,234,253		4,151,644		463,751		11	%
Robert A. Milligan (2)	Chief Financial Officer, Secretary and Treasurer	600,000				590,700		964,800		2,155,500		1,555,500		72	%
Amanda L. Houghton (2)	Executive Vice President - Asset Management	450,000				443,025		723,600		1,616,625		1,166,625		72	%

(1) Scott D. Peters resigned on July 29, 2021, effective August 2, 2021, as a director and Chairman of the Board, President and Chief Executive Officer of the Company. On July 30, 2021, our Board of Directors named Peter N. Foss as Interim President and Chief Executive Officer of the Company, effective as of August 2, 2021. On September 16, 2021, HTA entered into an employment agreement with Mr. Foss, which provides for an annual base salary of $835,000. In connection with his appointment as Interim President and Chief Executive Officer, Mr. Foss was granted a one-time special signing bonus of $100,000 as well as a restricted stock award of 105,660 shares at a share price of $30.61.
(2) In 2021, the Compensation Committee deferred 10% of the 2020 Target bonus for each executive to 2021 in response to the COVID-19 pandemic and allowed our executives to earn the deferred amount in 2021 at a rate equal to the Company’s performance calculation. Accordingly, included in the short-term incentive award for Mr. Milligan and Ms. Houghton is $53,700 and $40,275, respectively, of the deferred bonus related to 2020 performance.
(3) Long-term incentive stock represents the grant date fair value (as determined for accounting purposes) of long-term incentive stock awards that were granted to our NEOs in 2022 for their 2021 performance.
(4) The total compensation above will differ from the total compensation in the section below titled “Executive Compensation - Summary Compensation Table” as the table above includes long-term incentive stock that was granted in 2022 for our NEOs’ 2021 performance (whereas the Summary Compensation Table includes long-term incentive stock that was granted in 2021 for 2020 performance).

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•Each executive’s base salary represents our Compensation Committee’s view of the appropriate level of fixed compensation necessary to attract and retain executive talent. Salaries are based on a number of factors, including competitive market data, the scope of the executive’s role in the Company, the executive’s level of experience, and the executive’s performance potential.

•Our executives’ bonuses under our annual incentive program reward achievement of performance objectives tied to our annual business plan and objectives. A range of earnings opportunities, corresponding to three levels of performance (i.e., Threshold, Target and High), are established for each of our executives. Bonus awards to our executives depend on actual achievement relative to pre-established corporate objectives for 70% of the bonus opportunity, and our Compensation Committee’s subjective assessment of each executive’s individual performance for the remaining 30% as described below under the section titled “Elements of our 2021 Compensation Program.”

•Our executives also participate in our long-term equity incentive program, which rewards executives with restricted common stock based on performance during the fiscal year. Our Compensation Committee and the Board of Directors ~~announced~~approved a ~~quarterly dividend of $0.315 per share of common stock~~change to the Company’s incentive plan in 2018 based on feedback from stockholders and ~~per OP Unit.~~

~~Critical Accounting Policies~~

~~The preparation of financial statements in conformity with GAAP requires~~ our ~~management~~independent compensation consultants to ~~use judgment in~~put greater emphasis on the application of accounting principles, including making estimates. We base our estimates on experience and various other assumptions we believe are reasonable under the circumstances. These estimates affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities at the dateperformance of the ~~financial statements~~Company as a whole. The Company performance portion of each executive’s award was increased from 50% to 70%, and the ~~reported amount of revenues~~subjective and ~~expenses during~~discretionary measurements used in prior years were eliminated and replaced with objective measurements to determine the ~~reporting periods. However, if our judgment or interpretation~~Company performance portion of the ~~facts~~award.

During 2021, our Compensation Committee approved Threshold, Target and circumstances relating to the various transactions or other matters had been different, it is possible that different accounting would have been applied, resulting in different presentation of our financial statements. We periodically reevaluate our estimates and in the event they prove to be different from actual results, we make adjustments in subsequent periods to reflect more current estimates about matters that are inherently uncertain. Below is a discussion of accounting policies that we consider critical as they may require more complex judgment in their application or require estimates about matters that are inherently uncertain. For further information on significant accounting policies that impact us, see Note 2 - Summary of Significant Accounting Policies in the accompanying consolidated financial statements in Part IV, Item 15.

~~Basis of Presentation~~

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

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

~~Revenue Recognition~~

Rental revenue is our primary source of revenue. At the inception of a new lease we assess the terms and conditions to determine proper classification. If the estimates utilized by us in our assessment were different, then our lease classification for

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accounting purposes may have been different, which could impact the timing and amount of revenue recognized. We recognize rental revenue from operating leases on a straight-line basis over the term of the related lease (including rent holidays). Tenant reimbursement revenue, which is comprised of additional amounts recoverable from tenants for common area maintenance expenses and certain other recoverable expenses, is recognized as revenue in the period in which the related expenses are incurred. Effective January 1, 2018, with the adoption of Topic 606 - Revenue from Contracts with Customers, the revenue recognition process is based on a five-step model to account for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. Topic 606 requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. For more detailed information on Topic 606, see Note 2 - Summary of Significant Accounting Policies to the accompanying consolidated financial statements in Part IV, Item 15.

~~Leases~~

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

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

Leases, for which we are the lessee, are classified as separate components on our accompanying consolidated balance sheets. Operating leases are included as right-of-use (“ROU”) assets - operating leases, net, with a corresponding lease liability - operating leases. Financing leases are included in receivables and other assets, net with a corresponding lease liability in security deposits, prepaid rent and other liabilities. A lease liability is recognized for our obligation related to the lease and an ROU asset represents our right to use the underlying asset over the lease term. For more detailed information on Topic 842, see Note 2 - Summary of Significant Accounting Policies to the accompanying consolidated financial statements in Part IV, Item 15.

~~Investments in Real Estate~~

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

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

~~The value of in place leases is~~determined based on our ~~evaluation~~actual achievement of pre-established corporate objectives and the Compensation Committee’s subjective assessment of each executive’s individual performance as described below. This value was then converted into restricted shares issued in March 2022 (based on the value of our common stock at the time of issuance) that would vest over a multi-year period, subject to the executive’s continued employment with the Company. Thus, the program is designed to create additional incentives to achieve specified performance goals during the performance year and to remain with the Company over the vesting period following the end of the ~~specific characteristics~~performance year, as well as further aligning the interests of our executives with those of stockholders through their equity interests in the Company.

Responsive to Stockholders

•In 2021, the Compensation Committee adopted a clawback policy in consideration of leading practices in governance and to align management incentives with stockholder interests.

•In 2018, the Company made changes to its incentive plan by increasing the Company performance portion of each ~~tenant’s lease. The factors considered include estimated lease-up periods, market rent~~executive’s award from 50% to 70% and ~~other market conditions.~~

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

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

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

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~~We are required to make certain estimates in order~~objective measurements to determine the ~~fair value~~Company performance portion of the tangible and intangible assets and liabilities acquired in a business investment. Our assumptions directly impact our results of operations, as amounts allocated to certain assets and liabilities have different depreciation and amortization lives.award. In addition, the ~~amortization~~Company increased the timeline of performance for long-term incentives from three to five years.

•In 2017, due to the transformational events and ~~depreciation of these assets and liabilities are recorded in different line items in our accompanying consolidated statements of operations.~~

~~Recoverability of Real Estate Investments~~

Real estate investments are evaluated for potential impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. Impairment losses are recorded when indicators of impairment are present and the carrying amountone-time transaction bonuses given as a result of the asset is greater than the sum of future undiscounted cash flows expected to be generated by that asset over the remaining expected holding period. We would recognize an impairment loss when the carrying amount is not recoverableDuke acquisition, our Compensation Committee made several discretionary adjustments to the ~~extent~~specific calculations of certain NEO awards to ensure that total compensation paid was consistent with peer pay practices and included the ~~carrying amount exceeds the fair value~~appropriate allocation of short-term and long-term awards.

•In 2016, our CEO voluntarily offered and agreed to amend his employment agreement to remove a “walkaway” provision that would have allowed him to terminate his employment for any reason in connection with a change in control of the ~~property. The fair value~~Company and receive the severance benefits provided in his employment agreement. Under the currently applicable employment agreement with our CEO (and the currently applicable employment agreements we entered into with each of our two other NEOs), severance benefits are provided only if the executive’s employment is ~~generally based~~terminated by us without cause or by the executive for good reason.

Reflects Compensation Best Practices

•Our Compensation Committee is comprised entirely of independent directors and engages independent compensation consultants, WTW, to advise on ~~discounted cash flow analyses. In performing~~matters related to our executive compensation program such as jointly developing peer groups. This allows our Compensation Committee to review total compensation in relation to our peer groups to ensure our executive compensation program is competitive.

•Our Risk Management Committee reviews our compensation policies and practices as a part of its overall review of the ~~analysis we consider executed sales agreements~~material risks or ~~management’s best estimate of market comparables, future occupancy levels, rental rates, capitalization rates, lease-up periods~~exposures associated with our internal and ~~capital requirements.~~

~~Recently Issued or Adopted Accounting Pronouncements~~

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

~~Factors Which May Influence Results of Operations~~

Weexternal risks. Through this review process, our Risk Management Committee has concluded that our compensation programs are not aware of any material trends or uncertainties, other than national economic conditions affecting real estate generally and the risk factors previously listed in Part I, Item 1A - Risk Factors, that may reasonably ~~be expected~~likely to have a material ~~impact, favorable~~adverse effect on our stockholders or ~~unfavorable, on revenues or income from the investment, management~~us.

•Our Amended and ~~operation~~Restated 2006 Incentive Plan expressly prohibits repricing of stock options without stockholder approval.

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•Our Compensation Committee maintains stock ownership guidelines for our executives. Under these guidelines, our CEO and other NEOs are required to own a minimum of six and four times their applicable executive’s base salary, respectively, of fully vested shares of our ~~properties.~~common stock. Each of our NEOs currently meets this guideline.

~~Rental Income~~•We do not provide any tax gross-up payments or material perquisites to our NEOs.

Compensation Consultant and Peer Groups

Our Compensation Committee periodically reviews the compensation arrangements of our executive officers and employees, and our overall compensation structure. In 2021, our Compensation Committee engaged WTW, as its independent compensation consultant, to assist in its review of executive compensation, including base salary, annual bonus and long-term equity incentive awards, as well as the compensation of our non-employee directors. In 2021, WTW invoiced the Company for approximately $62,000 in fees in connection with its advisory services for the Compensation Committee. In addition, WTW affiliates received approximately $66,000 in fees in connection with insurance-related services performed during 2021. The ~~amount~~Compensation Committee has reviewed the services provided by WTW affiliates and, after consideration of ~~rental income generated~~such services and other factors prescribed by the SEC for purposes of assessing the independence of compensation consultants, has determined that its engagement of WTW does not raise any conflicts of interest with us or any of our ~~properties depends principally~~directors or executive officers.

Our Compensation Committee re-evaluated our peer groups in 2021 and when selecting a peer group of companies to evaluate our executive compensation program, our Compensation Committee utilized WTW to provide the selected combination of peers based on ~~our ability to maintain the occupancy rates of currently leased space~~comparable (i) market capitalization, (ii) size, scale and ~~to lease currently available space~~complexity, and space that will become available from unscheduled lease terminations at the then applicable rental rates. Negative trends in one or more of these factors could adversely affect our rental income in future periods.

~~Investment Activity~~

During the years ended December 31, 2019, 2018 and 2017, we had investments with an aggregate purchase price of $560.5 million, $17.8 million and $2.7 billion, respectively. During the years ended December 31, 2019, 2018 and 2017, we had dispositions with an aggregate gross sales price of $4.9 million, $308.6 million and $85.2 million, respectively. The amount of any future acquisitions or dispositions could have a significant impact on our results of operations in future periods.

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~~Results of Operations~~

~~Comparison~~(iii) operating intensity of the ~~Years Ended December 31, 2019~~underlying business. Our Compensation Committee accepted WTW’s recommendations and ~~2018~~the resulting peer group includes (i) our directly competitive, publicly traded healthcare REIT peers (“Healthcare REIT Peers”) and (ii) a group of other REITs based on total market capitalization relative to our total market capitalization (“Size-Based Peers”).

AsFor the Healthcare REIT Peers, our Compensation Committee focused on companies with significant portfolios of ~~December 31, 2019~~MOBs that it believes we currently are competing with on a day-to-day basis for acquisitions, leasing, investor interest, management talent and ~~2018, we owned~~other similar strategic initiatives. Our Compensation Committee recognizes that certain of the Healthcare REIT Peers are active with property types in addition to MOBs. Although the market capitalization and ~~operated~~total capitalization of the Healthcare REIT Peers was in some cases substantially larger than ours, our Compensation Committee concluded that the operating intensity and complexity of their MOB portfolios relative to other healthcare asset types make them relevant from a comparative performance perspective. From a relative size perspective, our Healthcare REIT Peers had MOB portfolios ranging from approximately ~~24.8~~15 million ~~and 23.2~~square feet to 24 million square feet of GLA, ~~respectively,~~which is smaller than our MOB portfolio of approximately 25 million square feet of GLA as of December 31, 2021. Moreover, our Compensation Committee recognized the intensive level of effort required to actively operate, manage and lease a portfolio of multi-tenant MOBs such as ours. For these reasons, our Compensation Committee believes it is appropriate to include the larger Healthcare REIT Peers among the comparable peers in assessing market compensation levels and strategies.

For the Size-Based Peers, our Compensation Committee considered: (i) the size and geographic reach of each company’s portfolios; (ii) whether or not they actively managed their portfolios; (iii) the magnitude of their growth through acquisitions; (iv) the amount of their leverage; and (v) their total stockholder returns. Our Size-Based Peers had total market capitalizations that ranged from approximately $4 billion to $46 billion, with an average of approximately $13 billion as of December 31, 2021. Our total market capitalization of approximately $11 billion as of December 31, 2021 was consistent with our Size-Based Peers. The Compensation Committee believes it is appropriate to include the Size-Based Peers among the comparable peers in assessing our NEOs market compensation levels.

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The Healthcare REIT Peers and the Size-Based Peers for 2021 are identified below:


Healthcare REIT Peers:						Size-Based Peers:
Healthcare Realty Trust, Inc. (NYSE: HR)						Alexandria Real Estate Equities Inc. (NYSE: ARE)
Healthpeak Properties, Inc. (NYSE: PEAK)						Brandywine Realty Trust (NYSE: BDN)
Medical Properties Trust, Inc. (NYSE: MPW)						Corporate Office Properties Trust (NYSE:OFC)
National Health Investors, Inc. (NYSE: NHI)						Cousins Properties, Inc. (NYSE: CUZ)
Omega Healthcare Investors Inc. (NYSE: OHI)						Douglas Emmett, Inc. (NYSE: DEI)
Physicians Realty Trust (NYSE: DOC)						Federal Realty Investment Trust (NYSE: FRT)
Sabra Health Care REIT, Inc. (NASDAQ: SBRA)						Healthcare Realty Trust, Inc. (NYSE: HR)
						Highwoods Properties, Inc. (NYSE: HIW)
						Hudson Pacific Properties, Inc. (NYSE: HPP)
						Kilroy Realty Corp (NYSE: KRC)
						Medical Properties Trust, Inc. (NYSE: MPW)
						PS Business Parks Inc. (NYSE: PSB)

The review of comparable peers’ compensation programs is just one of the elements our Compensation Committee takes into account in making compensation decisions for our NEOs. Our Compensation Committee also considers the experience, tenure, and past and recent performance of each executive, as described below, and does not benchmark compensation at any particular level as compared with the peer group. Except as otherwise noted in this CD&A, decisions by our Compensation Committee are subjective and the result of our Compensation Committee’s business judgment, which is informed by the experiences of the members of our Compensation Committee as well as analysis and input from, and comparable peer data provided by, our Compensation Committee’s independent compensation consultants.

The Role of Stockholder Say-on-Pay Votes

We currently provide our stockholders with the opportunity to cast an advisory vote to approve our executive compensation program (referred to as a ~~leased rate~~“say-on-pay proposal”) on an annual basis. At our 2021 Annual Meeting of ~~90.8%~~Stockholders, a non-binding, advisory vote on the frequency of our say-on-pay proposal was presented and ~~92.0%~~approximately 86% of the votes cast thereon voted in favor of the proposal.

Employment Agreements

We have entered into employment agreements with each of our NEOs. We believe these employment agreements help promote continuity of our management team. In July 2016, our Compensation Committee approved amended and restated employment agreements for each of our NEOs, and in July 2017 and March 2019, the terms of the applicable agreements with each of our existing NEOs were extended. In March 2019, the terms of the applicable agreements were extended to March 2023 for Messrs. Peters and Milligan. On July 29, 2021, Mr. Peters resigned as a director and Chairman of the Board, President and Chief Executive Officer of the Company, effective August 2, 2021. On September 16, 2021, we entered into an employment agreement with Mr. Foss, who was appointed Interim President and Chief Executive Officer of the Company, effective August 2, 2021. In March 2022, the terms of the agreement with Ms. Houghton were extended to March 2023. In approving these employee agreements and in extending the terms thereof, our Compensation Committee focused on (i) internal factors, such as the achievements of the Company (including the achievements noted under “Performance Highlights”) and the responsibilities and the performance of each of our NEOs, and (ii) external factors, such as the compensation provided to comparable executives in the referenced peer group at the time the employment agreements were entered into.

The material terms of these employment agreements are described above in the applicable sections of this CD&A and in the compensation tables and narratives that precede the CD&A under the sections titled “Employment Agreements” and “Potential Payments upon Termination or Change in Control.”

Elements of our 2021 Compensation Program

In 2021, the key elements of compensation for our NEOs were base salary, non-equity incentive plan compensation and long-term equity incentive awards, as described in more detail below. In addition to these key elements, each employment agreement for our NEOs provides for severance protection under certain circumstances, as discussed below.

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Base Salary

Base salary provides the fixed portion of compensation for our NEOs and is intended to attract and retain talented individuals and to reward core competence for each executive in their respective roles relative to skill, experience and contributions to us. Our Compensation Committee reviews base salaries on an annual basis in relation to our peers and the executive’s roles and responsibilities within the Company. Base salaries for our NEOs were as follows:


Executive	2020		2021		% Increase		2022		% Increase
Scott D. Peters (1)	$	975,000	$	975,000	0	%	$	—	0	%
Peter N. Foss (1)	—		835,000		N/A		835,000		0
Robert A. Milligan	600,000		600,000		0		600,000		0
Amanda L. Houghton	450,000		450,000		0		450,000		0
(1) Scott D. Peters resigned on July 29, 2021, effective August 2, 2021, as a director and Chairman of the Board, President and Chief Executive Officer of the Company. On July 30, 2021, our Board of Directors named Peter N. Foss as Interim President and Chief Executive Officer of the Company, effective as of August 2, 2021.

The base salary levels for each NEO were established in the employment agreements entered into in July 2016 for Mr. Peters, Mr. Milligan and Ms. Houghton and the employment agreement entered into in September 2021 for Mr. Foss. These salary levels were negotiated with each executive and set at levels our Compensation Committee believed to be competitive at that time in relation to similarly situated executives with the peer companies (based on size and complexity) and the performance levels of each of our named executives. Our Compensation Committee engaged its independent compensation consultant, WTW, to review total compensation for our NEOs as it relates to the peer group jointly developed with WTW and it uses this information as a reference point in making its compensation decisions.

Annual Bonus

Annual cash bonuses for our NEOs are intended to reward and recognize their contributions to our financial performance generally and their individual contributions. A portion of each executive’s annual cash incentive is determined based on the Company’s performance against pre-established metrics. At the beginning of each performance year, our Compensation Committee determines specific performance metrics and related goals for the Company and an award opportunity range (corresponding to Threshold, Target and High levels of performance) for each of our NEOs. Our Compensation Committee believes that the Target goals established by it are “stretch” (i.e., ambitious) goals, and, accordingly, (i) that strong performance is expected of the Company and an executive in order to achieve a payout at a Target level and (ii) that superior performance is expected of the Company and the executive in order to achieve a payout above a Target level. Our Compensation Committee includes an assessment of each NEO’s individual performance in the bonus program for a number of reasons, including the competitive industry in which the Company operates, the small size of the Company’s executive team, and the material responsibilities of each member of the executive team. In 2018, our Compensation Committee established an updated framework for executive compensation. For all NEOs, 70% of the bonus is determined by our Compensation Committee based upon the Company’s performance against pre-established goals, and 30% of the bonus is determined by our Compensation Committee based on its subjective assessment of the executive’s individual performance.

Company Performance Metrics. Set forth below is a summary of the performance metrics for our 2021 bonus program and the reasons our Compensation Committee believes each performance metric is an important component of our pay-for-performance philosophy.

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Performance Metric						Important Component
Same-Property Cash NOI Growth						We believe Same-Property Cash NOI is an important and widely recognized measure of internal growth for REITs, which is the foundation for the cash flows that support our dividend and an important component of TSR. For a further description of Same-Property Cash NOI, see “Non-GAAP Financial Measures” below.
Normalized FFO Per Share Growth						Normalized FFO is a common measure of operating performance for REITs because FFO excludes, among other items, transaction expenses and the effect of gains and losses from OP Units included in diluted shares and extinguishment of debt in order to allow investors, analysts and management to compare operating performance among companies and across periods on a consistent basis. A REIT’s Normalized FFO can have a significant impact on the trading price of its common stock and is, therefore, a significant contributor to TSR. For a further description of Normalized FFO, see “Non-GAAP Financial Measures” below.
Relative TSR						We believe TSR is the most direct measure of a company’s creation and preservation of stockholder value and that measuring TSR relative to other companies in the industry provides a better picture of a company’s performance than absolute TSR. For 2021, this metric measures our one-year TSR as compared to the SNL US REIT Healthcare Index as of the last trading day of the year.
Net Debt to Adjusted EBITDAre						We measured our balance sheet strength through a leverage metric of net debt to Adjusted EBITDAre, which we believe is fundamental to preserving stockholder value. For 2021, the Compensation Committee evaluated net debt to Adjusted EBITDAre. We believe a strong balance sheet positions us to continue to execute our acquisition strategy, which is important to our growth. Our ability to access various capital markets and our efficiency in accessing those markets are important to our long-term stockholder value because our overall cost of capital is a critical component of our ability to improve earnings with accretive acquisitions.

The following table sets forth the performance metrics and goals approved by our Compensation Committee at the beginning of 2021 to measure 2021 corporate performance after the end of 2021, the relative weighting for each performance metric and the actual performance level achieved. The metrics set forth below are established on an annual basis and reviewed to ensure Target levels set forth below are established at or above our peer group average results. Performance at the Threshold, Target and High levels for a particular performance metric equates to award percentages of 50%, 100% and 150% of the bonus opportunity allocated to that metric, respectively. Award percentages are not pro-rated for performance between the stated levels, but performance levels are subject to rounding.


Metric	Weighting		Threshold (50%)			Target (100%)			High (150%)			Actual Performance			% Awarded (1)
Same-Property Cash NOI growth	20	%	2.0		%	2.5		%	3.0		%	1.7		%	—	%
Normalized FFO Per Share	30	%	$	1.71		$	1.75		$	1.79		$	1.75		30	%
Relative TSR	30	%	Lower Quartile (25%)			Avg. Quartile (50%)			Upper Quartile (75%)			Upper Quartile			45	%
Net Debt to Adjusted EBITDAre	20	%	6.0x			5.75x			5.5x			5.9x			10	%

(1) Represents the award percentage for the applicable metric based on performance, multiplied by the weighting for that metric, adjusted if the actual performance measure (based on increments of 1/100th of a percent for percentage-based calculations) falls between award percentages.

Based on these performance results, our Compensation Committee determined that each of our NEOs would be awarded 85% of their target bonus related to the Company performance component of the cash bonus program.

Individual Performance. Factors generally considered by our Compensation Committee in the assessment of individual performance for each executive include: (i) effectively implementing targeted acquisition strategies; (ii) effectively raising capital, promoting the Company in the capital markets, and effectively communicating with investors; (iii) effectively managing and leasing our portfolio; and (iv) effectively managing a strong balance sheet. In each case, the Compensation Committee may take into account such other factors as it considers relevant in assessing the executive’s performance. No individual goals were set in advance by our Compensation Committee, and no weighting or special emphasis was assigned to any particular performance achievement.

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Our Compensation Committee assesses each NEO’s performance based on his or her individual achievements during the year to determine his or her individual performance score. Set forth below are the principal factors considered by our Compensation Committee in assessing each NEO’s individual performance during 2021.


Name						2021 Accomplishments
Peter N. Foss Achievement - Target						In 2021, Mr. Foss was appointed Interim President and Chief Executive Officer after the former CEO’s abrupt and unexpected resignation. Mr. Foss guided the Company through this transitional period, supporting continuing operations to maintain the health of the Company’s performance. Mr. Foss’ accomplishments during 2021 included the following: •navigated the Company through a significant transitional period upon the unexpected resignation of the former CEO; •provided the Company with leadership stability through multiple ongoing matters, including the investigation of whistleblower matters, the Board’s search for a permanent CEO, and the strategic review process; •enhanced the organizational structure and culture by augmenting human resources function; •supported executive and senior leadership growth through facilitation of management training programs; •enabled collaboration within the organization through senior leadership strategy meetings focused on mission, vision, values and culture; and •prioritized relationships with various stakeholders, including conducting investor meetings, performing team and site visits across the organization, and maintaining dialogue with key health systems.
Robert A. Milligan Achievement - Target						•Executed the Company’s earnings strategy to achieve normalized funds from operations of $1.75 per diluted share, an increase of 2.3% year-over-year; •managed the Company’s financial position and capital allocation by maintaining a strong balance sheet, including liquidity of $1.1 billion and leverage of 27.7%, measured as debt less cash and cash equivalents to total capitalization and 5.9x, measured as debt less cash and cash equivalents to Adjusted EBITDAre; •guided the Company’s development efforts, resulting in the completion of three new on-campus MOBs located in the key markets of Miami, Florida; Bakersfield, California; and Dallas, Texas, with construction costs of approximately $110 million and approximately 245,000 square feet of GLA; •conducted the deployment of investment capital and oversaw the sourcing, underwriting, and execution efforts of $308.8 million of acquisitions, as well as funding approximately $80 million for MOB development projects in Texas and North Carolina, which includes funding of loan commitments and investments in development joint ventures; •supported the Board’s strategic review process, providing a significant amount of time and resources to the Board’s financial advisors as they conducted their evaluation of the Company’s strategic plan; and •directed the advancement in our accounting and finance departments to enhance capabilities of the department as a whole.
Amanda L. Houghton Achievement - Target						•Coordinated the execution of 2.8 million square feet of GLA of new and renewal leases with re-leasing spreads of 2.0%; •drove tenant retention for our Same-Property portfolio of 74% by GLA; •led negotiations of early renewals with major health system tenants, and successfully retained the tenancy of such tenants on more favorable terms; and •drove efficiencies, strong tenant and health system relationships, and strategic partnerships and coordinated the efforts and realization of professional goals of our key leasing and asset management personnel.

Based on the above achievements in 2021, our Compensation Committee applied an individual performance rating of 100% for Mr. Foss, Mr. Milligan and Ms. Houghton. This reflects our Compensation Committee’s assessment of the target performance of the Company and its view of the NEOs individual achievements, including driving solid financial results consecutively year over year. Although our Compensation Committee viewed our NEOs’ individual performance as high, our Compensation Committee rated the individual performance of our NEOs as target to reflect the Company’s overall TSR compared to our Healthcare REIT and Size-Based peers.

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These assessments were not based on specifically prescribed criteria established at the beginning of 2021 but, rather, were based on a subjective determination by our Compensation Committee of a combination of factors relevant to each executive’s position and individual performance that were important to helping the Company achieve its short-term and long-term corporate objectives.

The following table sets forth the range of the 2021 bonus opportunity for each of our NEOs and the actual bonus amounts awarded to each NEO for their respective 2021 performance, taking into account the Company and individual performance assessments described above. The Target bonus percentage is established in each NEO’s employment agreement. Our Compensation Committee established Threshold and High percentages based on 50% and 150%, respectively, ~~(which includes leases~~of each NEO’s Target percentage.


	Range of 2021 Bonus Opportunities						2021 Bonus Earned
Executive	Threshold		Target		High		Actual % of Target (2)	Amount		2020 Bonus Deferred (3)		2021 Bonus Paid
Peter N. Foss(1)	$	1,237,000	$	1,237,000	$	1,875,000	89.5%	$	461,298	$	—	$	461,298
Robert A. Milligan	300,000		600,000		900,000		89.5%	537,000		53,700		590,700
Amanda L. Houghton	225,000		450,000		675,000		89.5%	402,750		40,275		443,025

(1) On July 30, 2021, our Board of Directors named Peter N. Foss as Interim President and Chief Executive Officer of the Company, effective as of August 2, 2021. Accordingly, Mr. Foss’ 2021 bonus represents the pro-rata portion of his target bonus for the period of his employment through December 31, 2021.
(2) Represents the sum of (i) the Company performance factor (which was 85% based on 2021 performance as described above) multiplied by the weighting of this component for each executive (70%) and (ii) the individual performance factor for each executive (which was 100% for each NEO, based on 2021 performance as described above) multiplied by the weighting of this component for each executive (30%).
(3) In 2021, the Compensation Committee deferred 10% of the 2020 Target bonus for Mr. Milligan and Ms. Houghton to 2021 in response to the COVID-19 pandemic and allowed our executives to earn the deferred amount in 2021 at a rate equal to the Company’s performance calculation.

Long-Term Equity Incentives

Our NEOs participate each year in our long-term incentive program. On September 16, 2021, the Company entered into an employment agreement with Mr. Foss, effective August 2, 2021, in connection with his appointment as Interim President and Chief Executive Officer. As part of that agreement, Mr. Foss was granted a restricted stock award with respect to 105,660 shares of the Company’s common stock, which will vest on August 2, 2022. Mr. Foss’s employment agreement does not provide for additional long-term equity incentives for the duration of the term of his agreement. Accordingly, the long-term equity incentive herein applies solely to Mr. Milligan and Ms. Houghton.

The objectives of our long-term incentive program are to promote achievement of performance goals, to focus our executive officers on creating long-term value for our stockholders, and to assist us in attracting and retaining key executives. Based on feedback from stockholders and our independent compensation consultant, our Compensation Committee established an updated evaluation framework for its 2018 long-term equity incentive plan and aligned all NEOs’ long-term equity incentives with that of their short-term incentives. For all NEOs, long-term incentive awards awarded in early 2019 based on 2018 performance increased from 50% to 70% for our Compensation Committee’s assessment of our achievement of corporate goals identified below, and from 50% to 30% for our Compensation Committee’s assessment of our executives’ individual performance during the applicable year. This weighting remained the same for the 2019, 2020 and 2021 fiscal years.

In addition, our Compensation Committee eliminated the subjective and discretionary Company measurements of (i) proactive asset management, (ii) financial flexibility, and (iii) franchise value that had been used for long-term incentives in prior years. Instead, our Compensation Committee utilized the following four objective measurements to determine the Company performance portion of the award: (i) relative TSR; (ii) Same-Property Cash NOI growth; (iii) net debt to Adjusted EBITDAre; and (iv) Normalized FFO per share growth. Although we have similar Company performance metrics for our short-term and long-term incentives, these metrics have significantly different weightings and measurements. The Company performance metrics for our long-term equity incentives is measured over a multi-year period to reflect our long-term focus.

For each NEO a range of potential award values, expressed in each case as a dollar amount, is established at the beginning of the applicable performance year corresponding to three levels of performance (i.e., Threshold, Target, and High) for long-term incentive compensation. Performance at the Threshold, Target and High levels for a particular performance metric equate to award percentages of 50%, 100% and 200%, respectively, of the long-term incentive opportunity allocated to that metric.

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The amounts awarded under the long-term incentive program are determined by our Compensation Committee following the performance year in the form of restricted shares of our common stock. The number of shares of our common stock awarded is determined by converting the dollar value of the award into shares of our common stock using the closing price of our common stock on the day prior to our grant date. The shares of our common stock awarded to each executive under the program are then subject to a multi-year vesting schedule following the performance year. Our Compensation Committee believes that this structure creates additional incentives for our executives to achieve superior Company and individual performance during the performance year, as well as an additional retention incentive to remain with the Company through the awards’ vesting dates and further alignment of our executives’ interests with those of our stockholders through our executives’ ownership of the Company’s common stock.

Company Performance Metrics. At the beginning of 2021, our Compensation Committee approved the Company performance metrics for 2021 to be used in determining the levels of the 2022 long-term equity incentive awards to be granted to our executives in early 2022. See the discussion in the section titled “Annual Bonus - Company Performance Metrics” above for a summary of the performance metrics and the reasons our Compensation Committee believes each performance metric is an important component of our pay-for-performance philosophy.

For all NEOs, 70% of the value of their long-term incentive compensation award is determined by our Compensation Committee based upon the Company’s performance, and 30% of the value of their long-term compensation award is based on individual performance achievements as determined by our Compensation Committee on a discretionary basis at the end of the performance year. The metrics set forth below are established on an annual basis and reviewed to help ensure Target levels set forth below are established at or above our SNL HC REIT Index peers. The Company performance metrics for 2021, as well as the achievement level for each metric, were as follows:


Company Performance	Weighting		Threshold (50%)		Target (100%)		High (200%)		Actual Performance		% Awarded (1)
Five-year TSR vs SNL US REIT Healthcare Index (expressed in percentile)	50	%	Lower Quartile (25%)		Avg. Quartile (50%)		Upper Quartile (75%)		Avg. Quartile		50	%
Five-year Same-Property Cash NOI Growth	25	%	2.0	%	2.5	%	3.0	%	2.3	%	14	%
Five-year Normalized FFO Per Share Growth	10	%	16	%	20	%	24	%	8.7	%	—	%
Net Debt to Adjusted EBITDAre	15	%	6.0x		5.75x		5.5x		5.9x		8	%

(1) Represents the award percentage for the applicable metric based on performance, multiplied by the weighting for that metric, adjusted if the actual performance measure (based on increments of 1/100th of a percent for percentage-based calculations) falls between award percentages.


Component						2021 Achievement
Five-year TSR vs SNL US REIT Healthcare Index						Over the last five years, we have generated total stockholder returns of approximately 43%. This placed us in the average quartile for performance relative to our peers.
Five-year Same-Property Cash NOI Growth						Same-Property Cash NOI growth has averaged 2.3% annually for the last five years. This growth allowed us to increase our dividend for the 8th consecutive year and contributed to our TSR growth as noted above.
Five-year Normalized FFO Per Share Growth						Over the last five years, our Normalized FFO per share growth has increased approximately 8.7% to $1.75 per diluted share as of December 31, 2021.
Net Debt to Adjusted EBITDAre						We had leverage of 5.9x, measured as debt less cash and cash equivalents to Adjusted EBITDAre. As of December 31, 2021, we had total liquidity of $1.1 billion, including $1.0 billion available under our unsecured revolving credit facility and cash and cash equivalents of $52.4 million.

Based on these performance results, our Compensation Committee determined that all NEOs would be awarded 72% of their long-term incentive related to Company performance.

Individual Performance

For our Compensation Committee’s assessment of each executive’s individual performance during 2021, see the discussion in the section titled “Annual Bonus - Individual Performance” above in this CD&A.

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The following table sets forth the range of the 2021 long-term incentive opportunity for each of our NEOs and the actual equity grant levels awarded for each executive for their respective 2021 performance. The Threshold, Target and High amounts for each of our NEOs were determined at the discretion of our Compensation Committee.


Executive	Threshold (50%)		Target (100%)		High (150%)		Actual % of Target (1)	Amount
Robert A. Milligan	$	600,000	$	1,200,000	$	1,800,000	80%	$	964,800
Amanda L. Houghton	450,000		900,000		1,350,000		80%	723,600


(1) Represents the sum of (i) the Company performance factor (which was 72% based on 2021 five-year performance as described above) multiplied by the weighting of this component for each executive (70%) and (ii) the individual performance factor for each executive (which was 100% for Mr. Milligan and Ms. Houghton, based on 2021 target performance) multiplied by the weighting of this component for each executive (30%).

Accordingly, each NEO received an award of restricted common stock on February 28, 2022, with the number of shares subject to each award being the amount awarded based on 2021 performance set forth in the table above, divided by $31.04, which was the closing price of our common stock on the last trading day prior to the grant date. The grants to Mr. Milligan and Ms. Houghton vest in three annual installments.

Under applicable accounting rules, the NEOs’ awards under our 2021 equity program were not considered “granted” until February 2022 when our Compensation Committee determined the dollar values of the restricted common stock to be awarded to each executive. In accordance with SEC rules, these grants will be reflected as compensation to each executive in 2022. The compensation tables below reflect the grants of restricted common stock made to our NEOs early in 2021 pursuant to our 2020 equity incentive program. For a description of our Compensation Committee’s process for determining these awards, please see the proxy statement filed for our 2021 Annual Meeting of Stockholders.

Severance Benefits

Our Compensation Committee believes that the severance protections included in our NEOs’ employment agreements can be a valuable tool in attracting and retaining key executive officers. Our Compensation Committee determines the level of severance benefits to provide to each NEO on a case-by-case basis and, in general, considers these severance protections an important part of an executive’s compensation and to be consistent with competitive market practices. As described in more detail under the section titled “Potential Payments upon Termination or Change in Control” below, our NEOs would be entitled under their employment agreements to severance benefits in the event of a termination of employment by us without “Cause” or by the executive for “Good Reason”, as defined in the applicable employment agreement.

On July 29, 2021, Scott D. Peters resigned as a director and Chairman of the Board, President and Chief Executive Officer of the Company, effective August 2, 2021. Mr. Peters did not provide a reason for his resignation, and therefore the Compensation Committee determined that Mr. Peters’ resignation was without good reason. Consequently, Mr. Peters was not entitled to receive severance benefits as outlined in his employment agreement. Additionally, the Board did not elect to have Mr. Peters be subject to a non-competition covenant.

Clawback Policy

Our Compensation Committee believes it is important to promote and maintain a culture that emphasizes integrity and accountability. Accordingly, the Compensation Committee adopted a clawback policy, effective April 29, 2021. This policy applies to all current and former executive officers (as defined by SEC Rule 16a-1(f)) of the Company who have received cash-based or equity-based incentive compensation under a plan, agreement or other arrangement maintained by the Company from time to time. Pursuant to the policy, in the event the Company restates its financial statements due to material noncompliance with any financial reporting requirement under the securities laws, the Company may, at the discretion of the Compensation Committee, seek to recover from any person covered by the policy who received cash-based or equity-based incentive compensation during the three-year period preceding the date on which restatement is required, the amount by which such cash-based or equity-based incentive compensation for the relevant period exceeded the lower payment that would have been ~~executed, but which have not yet commenced),~~made based on the restated financial results.

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COMPENSATION COMMITTEE REPORT

Our Compensation Committee oversees our compensation program on behalf of our Board of Directors. In fulfilling its oversight responsibilities, our Compensation Committee reviewed and ~~an occupancy rate~~discussed with management the “Compensation Discussion and Analysis.”

In reliance on the review and discussion referred to above, our Compensation Committee recommended to our Board of ~~89.9%~~Directors that the “Compensation Discussion and ~~91.0%, respectively. All explanations are applicable to both HTA~~Analysis” be included in this Form 10-K/A and ~~HTALP unless otherwise noted.~~

~~Comparison of the years ended December 31, 2019 and 2018, respectively, is set forth below:~~

Year Ended December 31,
2019 2018 Change % Change
Revenues:
Rental income $ 691,527
$ 696,030
$ (4,503 ) (0.6 )%
Interest and other operating income 513
396
117
29.5
Total revenues 692,040
696,426
(4,386 ) (0.6 )
Expenses:
Rental 211,479
220,617
(9,138 ) (4.1 )
General and administrative 41,360
35,196
6,164
17.5
Transaction 2,350
1,003
1,347
NM
Depreciation and amortization 290,384
279,630
10,754
3.8
Interest expense 96,632
101,849
(5,217 ) (5.1 )
Impairment —
8,887
(8,887 ) NM
Total expenses 642,205
647,182
(4,977 ) (0.8 )
(Loss) gain on sale of real estate, net (154 ) 165,977
(166,131 ) NM
(Loss) gain on extinguishment of debt, net (21,646 ) 242
(21,888 ) NM
Income from unconsolidated joint venture 1,882
1,735
147
8.5
Other income 841
428
413
96.5
Net income $ 30,758
$ 217,626
$ (186,868 ) (85.9 )%

NOI $ 480,561
$ 475,809
$ 4,752
1.0 %
Same-Property Cash NOI $ 450,912
$ 438,856
$ 12,056
2.7 %

~~Comparison of the years ended December 31, 2018 and 2017, respectively, and related discussions can be found in the Item 7. MD&A section under the Results of Operations header in~~ our Annual Report on Form 10-K ~~as filed on February 19, 2019~~ for the year ended December 31, ~~2018.~~2021.

~~Rental Income~~

~~For~~This report shall not be deemed to be “soliciting material,” shall not be deemed to be incorporated by reference by any general statement incorporating by reference our proxy statement into any filing under the ~~years ended December 31, 2019~~Securities Act or the Exchange Act, except to the extent that we specifically incorporate it by reference into such filing, and ~~2018, respectively, rental income was comprised of~~shall not otherwise be deemed filed under such Acts. This report is provided by the following ~~(in thousands):~~independent directors, who constitute our Compensation Committee:

Warren D. Fix, Chair

W. Bradley Blair, II

Vicki U. Booth

H. Lee Cooper

Jay P. Leupp

Year Ended December 31,
2019 2018 Change % Change
Contractual rental income $ 658,231
$ 667,407
$ (9,176 ) (1.4 )%
Straight-line rent and amortization of above and (below) market leases 18,653
16,401
2,252
13.7
Other rental revenue 14,643
12,222
2,421
19.8
Total rental income $ 691,527
$ 696,030
$ (4,503 ) (0.6 )%

Contractual rental income, which includes expense reimbursements, decreased 9.2 million for the year ended December 31, 2019, compared to the year ended December 31, 2018. The decrease was primarily due to $17.4 million of reduced contractual rent as a result of buildings we sold during 2018 and 2019 and $13.9 million of tenant paid property tax recorded in 2018 that we no longer record due to the adoption of Topic 842, partially offset by $12.9 million of additional contractual rental income from our 2018 and 2019 acquisitions, and contractual rent increases for the year ended December 31, 2019.

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Average starting and expiring base rents for new and renewal leases consisted of the following for the years ended December 31, 2019 and 2018, respectively (in thousands, except in average base rents per square foot of GLA):

Year Ended December 31,
2019 2018
New and renewal leases:

Average starting base rents $ 24.18
$ 23.30
Average expiring base rents 23.37
22.67

Square feet of GLA 3,608
2,830

Lease rates can vary across markets, and lease rates that are considered above or below current market rent may change over time. Leases that expired in 2019 had rents that we believed were at market rates. In general, leasing concessions vary depending on lease type and term.

Tenant improvements, leasing commissions and tenant concessions for new and renewal leases consisted of the following for the years ended December 31, 2019 and 2018, respectively (in per square foot of GLA):

Year Ended December 31,
2019 2018
New leases:
Tenant improvements $ 30.65
$ 25.38
Leasing commissions 3.16
1.88
Tenant concessions 3.63
1.48
Renewal leases:
Tenant improvements $ 11.55
$ 7.29
Leasing commissions 2.26
1.08
Tenant concessions 0.50
0.59

~~The average term for new and renewal leases executed consisted of the following for the years ended December 31, 2019 and 2018, respectively (in years):~~

Year Ended December 31,
2019 2018
New leases 7.3 7.3
Renewal leases 7.2 5.8

~~Rental Expenses~~

For the years ended December 31, 2019 and 2018, rental expenses attributable to our properties were $211.5 million and $220.6 million, respectively. The decrease in rental expenses is primarily due to $13.9 million of tenant paid property taxes recorded in 2018 that we no longer record due to the adoption of Topic 842, partially offset by $4.8 million of additional rental expenses associated with our 2018 and 2019 acquisitions for the year ended December 31, 2019.

~~General and Administrative Expenses~~

For the years ended December 31, 2019 and 2018 general and administrative expenses were $41.4 million and $35.2 million, respectively. These increases were primarily due to an increase in non-cash compensation expense and an overall increase in head count due to the continued growth of the company as well as initial direct costs formerly capitalized under Topic 840 that do not meet capitalization criteria under Topic 842. General and administrative expenses include such costs as salaries, corporate overhead and professional fees, among other items.

~~Transaction Expenses~~

For the years ended December 31, 2019 and 2018, transaction expenses were $2.4 million and $1.0 million, respectively. The increase in 2019 compared to 2018 was primarily due to increased acquisition activity in 2019 as compared to 2018.

~~Depreciation and Amortization Expense~~

For the years ended December 31, 2019 and 2018, depreciation and amortization expense was $290.4 million and $279.6 million, respectively. These increases were associated with our 2018 and 2019 investments, partially offset by buildings we sold during 2018 and 2019.

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~~Impairment~~

During the year ended December 31, 2019, we recorded no impairment charges. During the year ended December 31, 2018, we recorded impairment charges of $8.9 million which related to six MOBs located in Tennessee, Texas and South Carolina.

~~Interest Expense~~

Interest expense decreased by $5.2 million during the year ended December 31, 2019 compared to 2018. For the year ended December 31, 2019, the decrease was primarily the result of refinancing $900 million in long-term senior unsecured notes in September 2019. The issuance included $650.0 million in new 3.10% Senior Notes due 2030, and an additional issuance of $250.0 million in HTA's existing 3.50% Senior Notes due 2026 at a yield to maturity of 2.89%. Net proceeds from the issuance were used to redeem the $300.0 million in 3.375% Senior Notes due 2021 and the $400.0 million in 2.95% Senior Notes due 2022, and to pay down the unsecured revolving credit facility.

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

~~(Loss) Gain on Sale of Real Estate~~

For the year ended December 31, 2019, we realized a net loss of $0.2 million from the disposition of four MOBs located in South Carolina and New Mexico. For the year ended December 31, 2018, we realized a net gain on the sale of real estate of $166.0 million. These gains were primarily the result of the Greenville Disposition. See Note 4 - Dispositions and Impairment in the accompanying consolidated financial statements in Part IV, Item 15 for more detail on the Greenville Disposition.

~~Gain (loss) on Extinguishment of Debt~~

For the year ended December 31, 2019, we realized a net loss on the extinguishment of debt of $21.6 million. For the year ended December 31, 2018, we realized a net gain on the extinguishment of debt of $0.2 million, respectively. The loss in 2019 was related to make-whole provisions in debt we settled. The gain in 2018 was primarily due to the prepayment of fixed rate mortgages which we had associated above market debt, partially offset by a loss on extinguishment of debt related to the Greenville Disposition.

~~Net Income~~

Net income decreased $186.9 million to $30.8 million for the year ended December 31, 2019, compared to $217.6 million for the year ended December 31, 2018. This decrease was primarily the result of the $21.6 million loss on extinguishment of debt for the year ended December 31, 2019 and the $166.0 million net gain on the sale of real estate we realized during the year ended December 31, 2018 offset by continued growth in our operations and improved operating efficiencies.

~~NOI and Same-Property Cash NOI~~

NOI increased $4.8 million to $480.6 million for the year ended December 31, 2019, compared to the year ended December 31, 2018. The increase was primarily due to $10.3 million of additional NOI from our 2018 and 2019 acquisitions for the year ended December 31, 2019, partially offset by a decrease in NOI as a result of the buildings we sold during 2018 and 2019 and a reduction in straight-line rent from properties we owned more than a year.

Same-Property Cash NOI increased $12.1 million, or 2.7%, to $450.9 million for the year ended December 31, 2019, compared to $438.9 million for the year ended December 31, 2018. These increases were primarily the result of rent escalations and improved operating efficiencies offset by a slight decrease in average occupancy.

~~Non-GAAP Financial Measures~~NON-GAAP FINANCIAL MEASURES

FFO and Normalized FFO

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

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

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We present FFO and Normalized FFO because we consider them important supplemental measures of our operating performance and believe they are frequently used by securities analysts, investors and other interested parties in the evaluation of REITs. Historical cost accounting assumes that the value of real estate assets diminishes ratably over time. Since real estate values have historically risen or fallen based on market conditions, many industry investors have considered the presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. FFO and Normalized FFO should not be considered as alternatives to net income or loss attributable to common ~~stockholders/unitholders~~stockholders (computed in accordance with GAAP) as indicators of our financial performance, nor are they indicative of cash available to fund cash needs. FFO and Normalized FFO should be reviewed in connection with other GAAP measurements.

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

The following is the reconciliation of ~~HTA’s~~our FFO and Normalized FFO to net income attributable to common stockholders for the years ended December 31, ~~2019~~2021 and ~~2018, respectively~~2020 (in thousands, except per share data):

Year Ended December 31,
2019 2018
Net income attributable to common stockholders $ 30,154
$ 213,463
Depreciation and amortization expense related to investments in real estate 287,572
277,446
Loss (gain) on sale of real estate, net 154
(165,977 )
Impairment —
8,887
Proportionate share of joint venture depreciation and amortization 1,858
1,746
FFO attributable to common stockholders $ 319,738
$ 335,565
Transaction expenses 2,350
859
Gain on change in fair value of derivative financial instruments, net —
—
Loss (gain) on extinguishment of debt, net 21,646
(242 )
Noncontrolling income from OP Units included in diluted shares 538
4,074
Other normalizing items, net —
144
Normalized FFO attributable to common stockholders $ 344,272
$ 340,400

Net income attributable to common stockholders per diluted share $ 0.14
$ 1.02
FFO adjustments per diluted share, net 1.39
0.58
FFO attributable to common stockholders per diluted share $ 1.53
$ 1.60
Normalized FFO adjustments per diluted share, net 0.11
0.02
Normalized FFO attributable to common stockholders per diluted share $ 1.64
$ 1.62

Weighted average diluted common shares outstanding 209,605
210,061


	Year Ended December 31,
	2021		2020
Net income attributable to common stockholders	$	98,016	$	52,618
Depreciation and amortization expense related to investments in real estate	300,605		299,722
Impairment	22,938		—
Gain on sales of real estate, net	(39,228)		(9,590)
Loss on sale of corporate asset	2,106		—
Proportionate share of joint venture depreciation and amortization	1,949		1,949
FFO attributable to common stockholders	$	386,386	$	344,699
Transaction expenses	372		965
Loss on extinguishment of debt, net	—		27,726
Noncontrolling income from OP units included in diluted shares	1,768		890
Other normalizing adjustments (1)	3,284		5,031
Normalized FFO attributable to common stockholders	$	391,810	$	379,311

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

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

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

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The following is the reconciliation of HTALP’s FFO and Normalized FFO to net income attributable to common unitholders for the years ended December 31, 2019 and 2018, respectively (in thousands, except per unit data):

Year Ended December 31,
2019 2018
Net income attributable to common unitholders $ 30,692
$ 217,537
Depreciation and amortization expense related to investments in real estate 287,572
277,446
Loss (gain) on sale of real estate, net 154
(165,977 )
Impairment —
8,887
Proportionate share of joint venture depreciation and amortization 1,858
1,746
FFO attributable to common unitholders $ 320,276
$ 339,639
Transaction expenses 2,350
859
Gain on change in fair value of derivative financial instruments, net —
—
Loss (gain) on extinguishment of debt, net 21,646
(242 )
Other normalizing items, net —
144
Normalized FFO attributable to common unitholders $ 344,272
$ 340,400

Net income attributable to common unitholders per diluted unit $ 0.15
$ 1.04
FFO adjustments per diluted unit, net 1.38
0.58
FFO attributable to common unitholders per diluted unit $ 1.53
$ 1.62
Normalized FFO adjustments per diluted unit, net 0.11
—
Normalized FFO attributable to common unitholders per diluted unit $ 1.64
$ 1.62

Weighted average diluted common units outstanding 209,605
210,061

NOI, Cash NOI and Same-Property Cash NOI

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

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

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

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The following is the reconciliation of ~~HTA’s and HTALP’s~~our NOI, Cash NOI and Same-Property Cash NOI to net income for the years ended December 31, ~~2019~~2021 and ~~2018, respectively~~2020 (in thousands):


	Year Ended December 31,
	2021			2020
Net Income	$	99,784		$	53,508
General and administrative expenses	49,744			42,969
Transaction expenses	372			965
Depreciation and amortization expense	303,834			303,828
Interest expense	92,762			94,613
Impairment	22,938			—
Gain on sale of real estate, net	(39,228)			(9,590)
Loss on sale of corporate asset	2,106			—
Loss on extinguishment of debt, net	—			27,726
Income from unconsolidated joint venture	(1,604)			(1,612)
Other income	(485)			(301)
NOI	$	530,223		$	512,106
Straight-line rent adjustments, net	(13,883)			(15,971)
Amortization of (below) and above market leases/leasehold interests, net and other GAAP adjustments(1)	(1,899)			(2,722)
Notes receivable interest income	(2,730)			(161)
Other normalizing adjustments(2)	—			5,031
Cash NOI	$	511,711		$	498,283
Acquisitions not owned/operated for all periods presented and disposed properties Cash NOI	(24,401)			(12,133)
Redevelopment Cash NOI	(928)			(4,435)
Intended for sale Cash NOI	(25,590)			(28,743)
Same-Property Cash NOI(3)	$	460,792		$	452,972
Same-Property Cash NOI percentage growth	1.7		%

(1) The presentation includes certain adjustments to allow for the consistent treatment of items impacted by Topic 842-Leases.
(2) For the year ended December 31, 2021, there were no other normalizing adjustments. For the year ended December 31, 2020, other normalizing adjustments includes the following: Non-recurring bad debt of $4,672 thousand, incremental hazard pay to facilities employees of $314 thousand, and incremental personal protective equipment of $45 thousand.
(3) Same-Property includes 414 buildings for the years ended December 31, 2021 and 2020.

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Year Ended December 31,
2019 2018
Net income $ 30,758
$ 217,626
General and administrative expenses 41,360
35,196
Transaction expenses 2,350
1,003
Depreciation and amortization expense 290,384
279,630
Impairment —
8,887
Interest expense 96,632
101,849
Loss (gain) on sale of real estate, net 154
(165,977 )
Loss (gain) on extinguishment of debt, net 21,646
(242 )
Income from unconsolidated joint venture (1,882 ) (1,735 )
Other income (841 ) (428 )
NOI $ 480,561
$ 475,809
Straight-line rent adjustments, net (9,861 ) (10,683 )
Amortization of (below) and above market leases/leasehold interests, net and other GAAP adjustments (1,534 ) 99
Notes receivable interest income (96 ) (131 )
Cash NOI $ 469,070
$ 465,094
EBITDAre and Adjutsted EBITDAre

As defined by NAREIT, EBITDAre is computed as net income or loss (computed in accordance with GAAP) plus: (i) interest expense; (ii) income tax expense (not applicable to HTA); (iii) depreciation and amortization; (iv) impairment; (v) gain or loss on the sale of real estate and corporate assets; and (vi) the proportionate share of joint venture depreciation and amortization.

Adjusted EBITDAre is presented on an assumed annualized basis. HTA defines Adjusted EBITDAre as EBITDAre (computed in accordance with NAREIT as defined above) plus: (i) transaction expenses; (ii) gain or loss on extinguishment of debt; (iii) non-cash compensation expense; (iv) pro forma impact of its acquisitions/dispositions; and (v) other normalizing adjustments. HTA considers Adjusted EBITDAre an important measure because it provides additional information to allow management, investors, and its current and potential creditors to evaluate and compare its core operating results and its ability to service debt.

The following is the reconciliation of ~~HTA’s~~ our EBITDAre and ~~HTALP’s Same-Property Cash NOI to Cash NOI for the years ended December 31, 2019 and 2018, respectively (in thousands):~~

Year Ended December 31,
2019 2018
Cash NOI $ 469,070
$ 465,094
Acquisitions not owned/operated for all periods presented and disposed properties Cash NOI (10,278 ) (14,175 )
Redevelopment Cash NOI (2,653 ) (6,457 )
Intended for sale Cash NOI (5,227 ) (5,606 )
Same-Property Cash NOI ⁽¹⁾
$ 450,912
$ 438,856

(1) Same-Property includes 405 buildings for the years ended December 31, 2019 and 2018.

~~Liquidity and Capital Resources~~

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

As of December 31, 2019, we had liquidity of $1.2 billion, including $900.0 million available under our unsecured revolving credit facility, $306.2 million of forward equity agreements, and $32.7 million of cash and cash equivalents.

In addition, we had unencumbered assets with a gross book value of $7.4 billion. The unencumbered properties may be used as collateral to secure additional financings in future periods or refinance our current debt as it becomes due. Our ability to raise funds from future debt and equity issuances is dependent on our investment grade credit ratings, general economic and market conditions and our operating performance.

When we acquire a property, we prepare a capital plan that contemplates the estimated capital needs of that investment. In addition to operating expenses, capital needs may also include costs of refurbishment, tenant improvements or other major capital expenditures. The capital plan for each investment will be adjusted through ongoing, regular reviews of our portfolio or as necessary to respond to unanticipated additional capital needs. As of December 31, 2019, we estimate that our expenditures for capital improvements for 2020 will range from $90 million to $110 million depending on leasing activity. Although we cannot provide assurance that we will not exceed these estimated expenditure levels, our liquidity of $1.2 billion allows us the flexibility to fund such capital expenditures.

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

~~Cash Flows~~

~~The following is a summary of our cash flows for the years ended December 31, 2019, 2018 and 2017, respectively (in thousands):~~

Year Ended December 31, Current Year Change Prior Year Change
2019 2018 2017
Cash, cash equivalents and restricted cash - beginning of year $ 133,530
$ 118,560
$ 25,045
$ 14,970
$ 93,515
Net cash provided by operating activities 340,394
337,396
307,543
2,998
29,853
Net cash (used in) provided by investing activities (667,289 ) 176,309
(2,455,096 ) (843,598 ) 2,631,405
Net cash provided by (used in) financing activities 230,981
(498,735 ) 2,241,068
729,716
(2,739,803 )
Cash, cash equivalents and restricted cash - end of year $ 37,616
$ 133,530
$ 118,560
$ (95,914 ) $ 14,970

Net cash provided by operating activities increased in 2018 primarily due to the impact of our 2017 and 2018 acquisitions, contractual rent increases and improved operating efficiencies, partially offset by our 2017 and 2018 dispositions. We anticipate cash flows from operating activities to Adjusted EBITDA~~increase~~re ~~as a result of the above items and continued leasing activity in our existing portfolio.~~

~~For the year ended December 31, 2019,~~to net cash used in investing activities primarily related to the investment in real estate of $553.3 million, capital expenditures of $91.5 million and development costs of $28.1 million offset by proceeds from the sale of real estate of $4.9 million. For the year ended December 31, 2018, net cash provided by investing activities primarily related to proceeds from the sale of real estate of $305.1 million, which was partially offset by capital expenditures of $77.9 million and development of real estate of $34.3 million. For the year ended December 31, 2017, net cash used in investing activities primarily related to the investment in real estate of $2.4 billion, investment in unconsolidated joint venture of $68.8 million, and capital expenditures of $64.8 million, which was partially offset by proceeds from the sale of real estate of $80.6 million.

For the year ended December 31, 2019, net cash provided by financing activities primarily related to the proceeds from unsecured senior notes of $906.9 million, net proceeds of shares of common stock issued of $323.4 million, and net borrowings under our revolving credit facility of $100.0 million which was partially offset by payments on our unsecured senior notes of$700.0 million, dividends paid to holders of our common stock of $256.1 million, and payments on our secured mortgage loans of $97.4 million, and the repurchase and cancellation of common stock of $12.2 million. For the year ended December 31, 2018, net cash used in financing activities primarily related to dividends paid to holders of our common stock of $252.7 million, payments on our secured mortgage loans of $241.0 million, and repurchases of our common stock of $70.3 million, which was partially offset by net proceeds of shares of common stock issued of $72.8 million. For the year ended December 31, 2017, net cash provided by financing activities primarily related to the net proceeds of shares of common stock issued of $1.7 billion and net proceeds on the issuance of senior notes of $900.0 million, which was partially offset by dividends paid to holders of our common stock of $207.1 million, net payments on our unsecured revolving credit facility of $88.0 million and payments on our secured mortgage loans of $77.0 million.

~~Dividends~~

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

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~~may reduce our dividend rate and we cannot guarantee the timing and amount of dividends that we may pay in the future, if any.~~

~~For the year ended December 31, 2019, we paid cash dividends of $256.1 million on our common stock. In January 2020, we paid cash dividends on our common stock of $68.2 million~~ for the quarter ended December 31, ~~2019.~~2021 (in thousands):

~~Financing~~


	Three Months Ended
	December 31, 2021
Net income	$	16,610
Interest expense	23,312
Depreciation and amortization expense	76,527
Impairment	6,113
Gain on sale of real estate, net	(6,332)
Loss on sale of corporate asset, net	2,106
Proportionate share of joint venture depreciation and amortization	487
EBITDAre	$	118,823
Transaction expenses	73
Non-cash compensation expense	2,228
Other normalizing adjustments (1)	3,284
Pro forma impact of acquisitions/dispositions	673
Pro forma impact of developments	442
Adjusted EBITDAre	$	125,523

Adjusted EBITDAre, annualized	$	502,092

As of December 31, 2021:
Debt	$	3,028,122
Less: cash and cash equivalents	52,353
Net Debt	$	2,975,769

Net Debt to Adjusted EBITDAre	5.9x

~~We have historically maintained a low leveraged balance sheet and intend to continue to maintain this structure in~~(1) For the long term. However, our total leverage may fluctuate on a short-term basis as we execute our business strategy. As of December 31, 2019, our leverage ratio, measured by debt less cash and cash equivalents to total capitalization, was 28.9%.

As of December 31, 2019, we had debt outstanding of $2.7 billion and the weighted average interest rate therein was 3.27% per annum, inclusive of the impact of our cash flow hedges. The following is a summary of our unsecured and secured debt. See Note 8 - Debt in the accompanying consolidated financial statements in Part IV, Item 15 for a further discussion of our debt.

~~Unsecured Revolving Credit Facility~~

~~As of December 31, 2019, $900.0 million was available on our $1.0 billion unsecured revolving credit facility. Our unsecured revolving credit facility matures in June 2022.~~

~~Unsecured Term Loans~~

As of December 31, 2019, we had $500.0 million of unsecured term loans outstanding, comprised of $300.0 million under our Unsecured Credit Agreement maturing in 2023, and $200.0 million under our unsecured term loan maturing in 2024.

~~Unsecured Senior Notes~~

As of December 31, 2019, we had $2.05 billion of unsecured senior notes outstanding, comprised of $300.0 million of senior notes maturing in 2023, $600.0 million of senior notes maturing in 2026, $500.0 million of senior notes maturing in 2027, and $650.0 million of senior notes maturing in 2030.

~~Fixed Rate Mortgages~~

~~During the year~~three months ended December 31, ~~2019, we made payments on our fixed rate mortgages~~2021, other normalizing adjustments includes the following: costs related to whistleblower investigation of ~~$97.4 million~~$1,645; CEO search fees of $743; costs related to strategic matters of $387; and ~~have $97.4 million~~corresponding additional board and consulting fees of ~~principal payments due in 2020.~~

~~Commitments and Contingencies~~

~~See Note 10 - Commitments and Contingencies in the accompanying consolidated financial statements in Part IV, Item 15 for a further discussion of our commitments and contingencies.~~

~~Debt Service Requirements~~

We are required by the terms of our applicable loan agreements to meet certain financial covenants, such as minimum net worth and liquidity, and reporting requirements, among others. As of December 31, 2019, we believe that we were in compliance with all such covenants and we are not aware of any covenants that it is reasonably likely that we would not be able to meet in accordance with our loan agreements.

~~Contractual Obligations~~

~~The table below presents our obligations and commitments to make future payments under our debt obligations and lease agreements as of December 31, 2019 (in thousands):~~$509.

Payment Due by Period
Less than 1 Year 1-3 Years 3-5 Years More than 5 Years Total
Debt $ 97,430
$ 104,509
$ 812,121
$ 1,750,000
$ 2,764,060
Interest ⁽¹⁾
85,574
173,144
131,896
269,392
660,006
Ground lease and other operating lease obligations 10,433
21,320
20,962
631,899
684,614
Total $ 193,437
$ 298,973
$ 964,979
$ 2,651,291
$ 4,108,680

(1) Interest on variable rate debt is calculated using the forward rates in effect at December 31, 2019 and excludes the impact of our interest rate swaps.

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For more detail regarding our adoption of Topic 842 as of January 1, 2019 see “Topic 842, Leases” subsection of the “Recently Issued Accounting Pronouncements” within Note 2 - Summary of Significant Accounting Policies in the accompanying consolidated financial statements in Part IV, Item 15.

~~Off-Balance Sheet Arrangements~~

As of and during the year ended December 31, 2019, we had no material off-balance sheet arrangements that have had or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources, other than operating lease arrangements consisting primarily of ground leases which as of December 31, 2019 were not carried on our consolidated balance sheets.

~~Inflation~~

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

~~Item 7A. Quantitative and Qualitative Disclosures About Market Risk~~

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

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

The table below presents, as of December 31, 2019, the principal amounts of our fixed and variable debt and the weighted average interest rates, excluding the impact of cash flow hedges, by year of expected maturity to evaluate the expected cash flows and sensitivity to interest rate changes (in thousands, except interest rates):

Expected Maturity Date
2020 2021 2022 2023 2024 Thereafter Total
Fixed rate debt, gross $ 97,430
$ 2,504
$ 2,005
$ 312,121
$ —
$ 1,750,000
$ 2,164,060
Weighted average interest rate on fixed rate debt (per annum) 3.97 % 2.98 % 3.02 % 3.71 % — % 3.42 % 3.49 %
Variable rate debt, gross $ —
$ —
$ 100,000
$ 300,000
$ 200,000
$ —
$ 600,000
Weighted average interest rate on variable rate debt based on forward rates in effect as of December 31, 2019 (per annum) — % — % 2.79 % 3.49 % 3.42 % — % 3.35 %

As of December 31, 2019, we had $2.8 billion of gross fixed and variable rate debt with interest rates ranging from 2.75% to 4.00% per annum and a weighted average interest rate of 3.34% per annum, excluding the impact of cash flow hedges. We had $2.2 billion (excluding net premium/discount and deferred financing costs) of fixed rate debt with a weighted average interest rate of 3.49% per annum and $600.0 million (excluding net premium/discount and deferred financing costs) of variable rate debt with a weighted average interest rate of 2.81% per annum as of December 31, 2019, excluding the impact of cash flow hedges.

As of December 31, 2019, the fair value of our fixed rate debt was $2.2 billion and the fair value of our variable rate debt was $601.8 million based upon prevailing market rates as of December 31, 2019.

As of December 31, 2019, we had cash flow hedges outstanding that effectively fix $500.0 million of our variable rate debt. Including the impact of these cash flow hedges, the effective rate on our variable rate and total debt is 2.50% and 3.27%

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~~per annum, respectively.~~

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

~~Item 8. Financial Statements and Supplementary Data~~

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

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

~~None.~~

~~Item 9A. Controls and Procedures~~

~~Healthcare Trust of America, Inc.~~

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

As of December 31, 2019, an evaluation was conducted by HTA under the supervision and with the participation of its management, including HTA’s Chief Executive Officer and HTA’s Chief Financial Officer, of the effectiveness of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, HTA’s Chief Executive Officer and HTA’s Chief Financial Officer each concluded that HTA’s disclosure controls and procedures were effective as of December 31, 2019.

~~(b)~~ ~~Management’s report on internal control over financial reporting.~~ HTA’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of HTA’s management, including its Chief Executive Officer and Chief Financial Officer, HTA conducted an evaluation of the effectiveness of its internal control over financial reporting based on the criteria in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this evaluation, HTA’s Chief Executive Officer and HTA’s Chief Financial Officer concluded that HTA’s internal control over financial reporting was effective as of December 31, 2019.

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

~~(c)~~ ~~Changes in internal control over financial reporting.~~ There were no changes in our internal control over financial reporting that occurred during the year ended December 31, 2019 that have materially affected, or are reasonably believed to be likely to materially affect, our internal control over financial reporting.

~~February 18, 2020~~

~~Healthcare Trust of America Holdings, LP~~

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

As of December 31, 2019, an evaluation was conducted by HTALP under the supervision and with the participation of its management, including HTA’s Chief Executive Officer and HTA’s Chief Financial Officer, of the effectiveness of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, HTA’s Chief Executive Officer and HTA’s~~Chief Financial Officer, on behalf of HTA in its capacity as general partner of HTALP, each concluded that HTALP’s disclosure controls and procedures were effective as of December 31, 2019.~~

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~~(b)~~ ~~Management’s report on internal control over financial reporting.~~ HTALP’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of its management, including HTA’s Chief Executive Officer and HTA’s Chief Financial Officer, HTALP conducted an evaluation of the effectiveness of its internal control over financial reporting based on the criteria in the 2013 Internal Control-Integrated Framework issued by COSO. Based on this evaluation, HTALP’s management, including HTA’s Chief Executive Officer and HTA’s Chief Financial Officer, concluded that HTALP’s internal control over financial reporting was effective as of December 31, 2019.

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

~~(c)~~ ~~Changes in internal control over financial reporting.~~ There were no changes in HTALP’s internal control over financial reporting that occurred during the year ended December 31, 2019 that have materially affected, or are reasonably believed to be likely to materially affect, HTALP’s internal control over financial reporting.

~~February 18, 2020~~

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~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

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

~~Opinion on Internal Control over Financial Reporting~~

~~We have audited the internal control over financial reporting of Healthcare Trust of America, Inc. and subsidiaries (the “Company”) as of December 31, 2019, based on criteria established in~~ ~~Internal Control - Integrated Framework (2013)~~ issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in ~~Internal Control - Integrated Framework (2013)~~ ~~issued by COSO.~~

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements and financial statement schedules as of and for the year ended December 31, 2019, of the Company and our report dated February 18, 2020, expressed an unqualified opinion on those consolidated financial statements and financial statement schedules.

~~Basis for Opinion~~

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

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

~~Definition and Limitations of Internal Control over Financial Reporting~~

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

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

~~/s/ DELOITTE & TOUCHE LLP~~

~~Phoenix, Arizona~~

~~February 18, 2020~~

~~Item 9B. Other Information~~

~~None.~~

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~~PART III~~

~~Item 10. Directors, Executive Officers and Corporate Governance~~

The information required by this Item 10 is incorporated by reference to the material under the headings “Proposal 1: Election of Directors,” “Corporate Governance,” “Executive Officers” and “Delinquent Section 16(a) Reports,” in HTA’s definitive Proxy Statement for the 2020 Annual Meeting of Stockholders, which it will file with the SEC no later than April 29, 2020.

~~Item 11. Executive Compensation~~

The information required by this Item 11 is incorporated by reference to the material under the headings “Compensation of Directors,” “Compensation Discussion and Analysis,” “Compensation Committee Report” and “Compensation of Executive Officers” in HTA’s definitive Proxy Statement for the 2020 Annual Meeting of Stockholders, which it will file with the SEC no later than April 29, 2020.

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

The following table shows as of March 31, 2022 what we believe to be, based on publicly available information, ~~required~~the number and percentage of shares of common stock beneficially owned by: (i) each director; (ii) each NEO; (iii) all directors and executive officers as a group; and (iv) each person who beneficially owns more than 5% of the Company’s outstanding shares of common stock. The percent of common stock is based on 229,076,321 shares of our common stock outstanding as of March 31, 2022.


Name and Address of Beneficial Owner*	Amount and Nature of Beneficial Ownership (1) (2)	Percent of Class
Directors and Executive Officers:
Peter N. Foss	132,589	**
Robert A. Milligan	215,396	**
Amanda L. Houghton	216,701	**
W. Bradley Blair, II	160,189	**
Reshma Block	1,633	**
Vicki U. Booth	19,678	**
H. Lee Cooper	9,088	**
Warren D. Fix	144,686	**
Jay P. Leupp	9,088	**
Constance B. Moore	1,633	**
Directors and executive officers as a group (10 persons)	910,681	0.4	%
Other Stockholders:
The Vanguard Group (5)	31,538,013	13.8	%
Cohen & Steers, Inc. (6)	23,251,547	10.2	%
BlackRock, Inc. (7)	16,199,335	7.1	%
Principal Real Estate Investors, LLC (8)	13,248,348	5.8	%
APG Asset Management US, Inc. (9)	12,615,500	5.5	%

* Unless otherwise indicated, the address is c/o Healthcare Trust of America, Inc., 16435 N. Scottsdale Road, Suite 320, Scottsdale, Arizona 85254.
** Represents less than 1% of our outstanding common stock.
(1) Beneficial ownership includes outstanding shares of the Company and shares which are not outstanding that any person has the right to acquire within 60 days after the date of this table. However, any such shares which are not outstanding are not deemed to be outstanding for the purpose of computing the percentage of outstanding shares beneficially owned by any other person. Except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investing power with respect to all shares beneficially owned by them.
(2) Amount includes vested LTIP units which are convertible into shares of common stock as follows: 7,500 for Mr. Milligan; 97,500 for Ms. Houghton; and 67,500 for each of Mr. Blair and Mr. Fix.
(5) Based solely on the information in Schedule 13G/A, dated February 9, 2022, filed with the SEC by The Vanguard Group, located at 100 Vanguard Blvd., Malvern, Pennsylvania 19355. The report states as of December 31, 2021 that The Vanguard Group had shared voting power over 320,654 shares, sole dispositive power over 31,023,478 shares and shared dispositive power over 514,535 shares.
(6) Based solely on the information in Schedule 13G/A, dated February 14, 2022, filed with the SEC by Cohen & Steers, Inc., located at 280 Park Ave, 10th floor, New York, New York 10017. The report states as of December 31, 2021 that Cohen & Steers, Inc. had sole voting power over 17,215,699 shares and sole dispositive power over 23,251,547 shares. Of these shares, affiliates of Cohen and Steers, Inc. reported the following ownership on the same 13G/A as reported above: Cohen and Steers Capital Management, Inc. had sole voting power over 17,160,417 shares and sole dispositive power over 22,866,120 shares; Cohen & Steers UK Limited had sole voting power over 34,485 shares and sole dispositive power over 364,630 shares; Cohen & Steers Asia Limited had sole voting power over 8,489 shares and sole dispositive power over 8,489 shares; and Cohen & Steers Ireland Limited had sole voting power over 12,308 share and sole dispositive power over 12,308 shares. Cohen & Steers Capital Management, Inc. shares principal address with Cohen and Steers, Inc. Cohen and Steers UK Limited principal address is 50 Pall Mall 7th Floor London, United Kingdom SW1Y 5JH; Cohen & Steers Asia Limited principal address is 1201-02 Champion Tower, Three Garden Road, Central, Hong Kong; and Cohen & Steers Ireland Limited principal address is 77 Sir John Rogerson’s Qua, Block C, Grand Canal Docklands, Dublin 2, D02 VK60.
(7) Based solely on the information in Schedule 13G/A, dated February 2, 2022, filed with the SEC by BlackRock, Inc., located at 55 East 52nd Street, New York, New York 10055. The report states as of December 31, 2021 that BlackRock, Inc. had sole voting power over 14,376,369 shares and sole dispositive power over 16,199,335 shares.
(8) Based solely on the information in Schedule 13G/A, dated February 14, 2022, filed with the SEC by Principal Real Estate Investors, LLC, located at 801 Grand Avenue, Des Moines, Iowa 50392. The report states as of December 31, 2021 that Principal Real Estate Investors, LLC had shared voting power over 13,248,348 shares and shared dispositive power over 13,248,348 shares.

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(9) Based solely on the information in Schedule 13G, dated January 19, 2022, filed with the SEC by APG Asset Management US, Inc., located at 666 3rd Ave., 2nd Floor, New York, New York 10017. The report states as of December 31, 2021 that APG Asset Management US, Inc. had shared voting power over 12,615,500 shares and shared dispositive power over 12,615,500 shares.

Securities Authorized for Issuance under Equity Compensation Plans

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

Change in Control. Awards granted under the 2006 Incentive Plan will generally accelerate and vest, become exercisable (with respect to stock options and SARs), or have performance targets deemed earned at the greater of target level and actual performance, if both (1) a Change in Control occurs and (2) the participant’s employment is terminated by ~~this Item 12~~the Company without Cause or by the participant for Good Reason within two years following the change in control. The 2006 Incentive Plan also affords the Company greater flexibility to determine how to adjust awards at the time of a change in control. There is ~~incorporated by reference~~no automatic vesting on a Change in Control we do not use a “liberal” definition of change in control as defined in Institutional Shareholder Services’ proxy voting guidelines.

Expanded Definition of Repricing. The 2006 Incentive Plan clarifies that repricing include cashout of underwater stock options or SARs.

Tax Withholding. The 2006 Incentive Plan permits us to withhold for taxes in amounts above the minimum tax withholding requirements, up to the ~~material~~maximum applicable tax rate consistent with recent accounting changes under ASC Topic 718.

Increased Flexibility for Option Exercise. The 2006 Incentive Plan gives the Company discretion to permit a number of different methods for participants to pay the exercise price for their stock options, including by cash or check, by shares of Company common stock, by net exercise, by broker-assisted cashless exercise (to the extent permitted by applicable law) and through other legal consideration that the Company deems appropriate.

Stock Option / SAR Administrative Changes. The 2006 Incentive Plan provides that if a participant is prevented from exercising an Option or SAR due to trading restriction, physical infirmity or administrative error that the period to exercise the underlying option is tolled for such period of time where participant is unable to exercise the option. The 2006 Incentive Plan also specifies that the Company has no duty to inform option holders that the option exercise period is about to expire.

Sale of Facility or Operating Unit. The 2006 Incentive Plan provides that if a facility or operating unit at which a participant is located is closed or sold by the Company, such a participant will be treated as if a termination of employment occurred and the Company may take action with respect to such a participant’s awards as if a change in control occurred.

Enhanced Cause Definition and Default Good Reason Definition. The 2006 Incentive Plan includes an enhanced “cause” definition for participants without employment agreements, which definition delineates specific acts of misconduct by such participants that would result in their forfeiture of awards granted under the ~~headings “Security Ownership~~2006 Incentive Plan. The 2006 Incentive Plan also allows the Company to rely on evidence acquired within one year after a participant’s termination of ~~Certain Beneficial Owners and Management” and “Equity Compensation Plans”~~employment in ~~HTA’s definitive Proxy Statement~~determining “cause” existed for ~~the 2020 Annual Meeting of Stockholders, which it will file~~termination. The 2006 Incentive Plan also includes a “good reason” definition that applies to participants who do not have employment agreements with the ~~SEC no later than April 29, 2020.~~Company after a change in control.

Choice of Venue. The 2006 Incentive Plan includes a choice of venue provision that provides that participants and the Company submit to the jurisdiction of courts in the state of Maryland for disputes under the 2006 Incentive Plan.

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Plan Information

The following table gives information as of December 31, 2021 about our common stock that may be issued under the 2006 Incentive Plan.


Plan Category (1)	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (#) (2)	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (#)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (#)
Equity compensation plans approved by security holders	136,840	—	9,804,333
Equity compensation plans not approved by security holders	519,000	—	—
Total	655,840	—	9,804,333

(1) The 2006 Incentive Plan was initially approved by our stockholders. In February 2011, our Board of Directors approved an increase in the shares of the Company’s common stock that may be issued under the plan from 1,000,000 to 5,000,000. This increase was not approved by stockholders. On July 7, 2021, the Company’s stockholders approved the Healthcare Trust of America, Inc. Amended and Restated 2006 Incentive Plan, authorizing a total of 10,000,000 shares of common stock that may be issued under the 2006 Incentive Plan. The number of securities to be issued upon exercise of outstanding options, warrants and rights in the table above represent fully-vested Long-Term Incentive Plan (LTIP) OP unit awards under the original plan, convertible into common shares outstanding.
(2) Does not include 529,862 outstanding restricted shares granted under the 2006 Incentive Plan as of December 31, 2021.

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

Conflicts of Interest

Our independent directors have an obligation to function on our behalf in all situations in which a conflict of interest may arise and have a duty to act in the best interest of our Company. However, we cannot assure you that the independent directors will be able to eliminate or reduce the risks related to these conflicts of interest. We have adopted certain restrictions and procedures to address these conflicts, as described below.

The information ~~required by this Item 13~~set forth under the subheading Director Independence is incorporated by reference into this Item 13.

Interests in Our Investments

We are permitted to make or acquire investments in which our directors, officers or stockholders or any of our or their respective affiliates have direct or indirect pecuniary interests. However, any such transaction in which our directors or officers or any of their respective affiliates has any interest would be subject to the restrictions and procedures described below.

Related Person Transactions

In order to reduce or eliminate certain potential conflicts of interest, our charter contains restrictions and conflict resolution procedures relating to transactions we enter into with our directors or their respective affiliates. These restrictions and procedures include, among other things, the following:

•We will not purchase or lease any asset (including any property) in which any of our directors or officers or any of their affiliates has an interest without a determination by a majority of our directors, including a majority of our independent directors, not otherwise interested in such transaction that such transaction is fair and reasonable to us and at a price to us no greater than the cost of the property to such director or directors or officer or officers or any such affiliate, unless there is substantial justification for any amount that exceeds such cost and such excess amount is determined to be reasonable. In no event will we acquire any such asset at an amount in excess of its appraised value.

•We will not sell or lease assets to any of our directors or officers or any of their affiliates unless a majority of our directors, including a majority of our independent directors not otherwise interested in the transaction, determine that the transaction is fair and reasonable to us, which determination will be supported by an appraisal obtained from a qualified, independent appraiser selected by a majority of our independent directors.

•We will not make any loans to any of our directors or officers or any of their affiliates (other than loans to our wholly-owned subsidiaries). In addition, any loans made to us by our directors or officers or any of their affiliates must be approved by a majority of our directors, including a majority of our independent directors not otherwise interested in the transaction as fair, competitive and commercially reasonable and no less favorable to us than comparable loans between unaffiliated parties.

•We will not invest in any joint ventures with any of our directors or any of their affiliates unless a majority of our directors, including a majority of our independent directors not otherwise interested in the transaction, determine that the transaction is fair and reasonable to us and on substantially the same terms and conditions as those received by other joint venturers.

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Our Board of Directors recognizes that transactions between us and any of our directors, executive officers and significant stockholders can present potential or actual conflicts of interest and create the appearance that our decisions are based on considerations other than the best interest of the Company and our stockholders. Therefore, as a general matter and consistent with our charter and Code of Ethics, it is our preference to avoid such transactions. Nevertheless, we recognize that there are situations where such transactions may be in, or may not be inconsistent with, the best interest of the Company and our stockholders. Accordingly, in addition to the restrictions and conflict resolution procedures described above and as set forth in our charter, our Board of Directors has adopted a “Related Person Transactions Policy” which provides that the Nominating and Corporate Governance Committee of our Board of Directors will review all transactions in which we are or will be a participant and the amount involved exceeds $120,000 if a related person had, has or will have a direct or indirect material interest in such transaction. Any such potential transaction is required to be reported to our Nominating and Corporate Governance Committee for its review. Our Nominating and Corporate Governance Committee will only approve or ratify such related person transactions that are: (i) in, or are not inconsistent with, the best interest of us and our stockholders, as the Nominating and Corporate Governance Committee determines in good faith; (ii) on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third person; and (iii) approved or ratified by a majority of the disinterested members of the Nominating and Corporate Governance Committee.

In making such a determination, the Nominating and Corporate Governance Committee is required to consider all of the relevant and material facts and circumstances available to it, including (if applicable, and without limitation) the benefits to us of the transaction, the ongoing impact of the transaction on a director’s independence, the availability of other sources for comparable products or services, the terms of the transaction, and whether the terms are comparable to the terms available to unrelated third parties generally. A member of the Nominating and Corporate Governance Committee is precluded from participating in any review, consideration or approval of any transaction with respect to which the director or the director’s immediate family members are related persons. To date there have been no such related party transactions.

The Board has barred any future pledging of Company common stock by directors and NEOs. Subject to the approval of the Board, in its sole discretion, pledging of OP Units may occur in limited circumstances because of the limited liquidity of the OP Units and the absence of an active trading market in the OP Units. The Board’s consideration of whether to grant directors and NEOs the right to pledge OP Units shall be subject to the Board’s determination that the pledgor does not intend to pledge a “significant” amount of OP Units, among other factors. Significance shall be determined by the Board based upon the magnitude of the aggregate pledged OP Units relative to the Company’s total common stock outstanding, the market value thereof and the trading volume thereof, among other factors. Additionally, common stock subject to stock ownership and holding requirements shall not include pledged OP Units.

The information set forth under the heading “Certain Relationships and Related Party Transactions” in HTA’s definitive Proxy Statement for the 2020 Annual Meeting of Stockholders, which it will file with the SEC no later than April 29, 2020.subheading Director Independence is incorporated by reference into this Item 13.

Item 14. Principal Accounting Fees and Services

Deloitte & Touche LLP (“Deloitte”) has served as our independent auditors since April 2006. The ~~information required by this Item 14 is incorporated by reference~~following summarizes the approximate aggregate fees billed to the ~~material under the heading “Relationship with Independent Registered Public Accounting Firm: Audit and Non-Audit Fees” in HTA’s definitive Proxy Statement~~Company for the fiscal years ended December 31, 2021 and 2020 ~~Annual Meeting~~by Deloitte, the Company’s principal independent registered public accounting firm, the member firms of ~~Stockholders, which~~Deloitte Touche Tohmatsu, and their respective affiliates (collectively, “Deloitte Entities”):


Services	2021		2020
Audit fees (1)	$	1,641,499	$	1,346,436
Tax fees (2)	410,923		489,474
Total	$	2,052,422	$	1,835,910

(1) Audit fees consist of the audit of our annual consolidated financial statements, a review of our quarterly condensed consolidated financial statements, and other services related to filings with the SEC.
(2) Tax services consist of tax compliance.

Pre-Approval Policies

The Audit Committee charter imposes a duty on the Audit Committee to pre-approve all auditing services performed for us by our independent auditors, as well as all permitted non-audit services, if any (including the fees and terms thereof) in order to ensure that the provision of such services does not impair the auditors’ independence. Unless a type of service to be provided by the independent auditors has received “general” pre-approval, it will ~~file~~require “specific” pre-approval by the Audit Committee.

All requests or applications for services to be provided by the independent auditor that do not require specific pre-approval by the Audit Committee will be submitted to management and must include a detailed description of the services to be rendered. Management will determine whether such services are included within the list of services that have received the general pre-approval of the Audit Committee. The Audit Committee will be informed on a timely basis of any such services rendered by the independent auditors.

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Requests or applications to provide services that require specific pre-approval by the Audit Committee will be submitted to the Audit Committee by both the independent auditors and the Principal Financial Officer, and must include a joint statement as to whether, in their view, the request or application is consistent with the ~~SEC no later~~SEC’s rules on auditor independence. The chair of the Audit Committee has been delegated the authority to specifically pre-approve de minimis amounts for services not covered by the general pre-approval guidelines. All amounts, other than ~~April 29, 2020.~~such de minimis amounts, require specific pre-approval by the Audit Committee prior to engagement of Deloitte. All amounts, other than de minimis amounts not subject to pre-approval, specifically pre-approved by the chair of the Audit Committee in accordance with this policy are to be disclosed to the full Audit Committee at the next regularly scheduled meeting.

All services rendered by Deloitte for the years ended December 31, 2021 and 2020 were pre-approved in accordance with the policies and procedures described above.

Auditor Independence

The Audit Committee has considered whether the provision of the above noted services is compatible with maintaining the independence of our independent registered public accounting firm’s independence and has concluded that the provision of such services has not adversely affected the independent registered public accounting firm’s independence.

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PART IV

Item 15. Exhibits, Financial Statement Schedules

~~INDEX TO CONSOLIDATED FINANCIAL STATEMENTS~~



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


Reports of Independent Registered Public Accounting Firm		( Deloitte & Touche LLP Phoenix, ArizonaPCAOB ID:34)
			Healthcare Trust of America, Inc.*	59
			Healthcare Trust of America Holdings, LPLP*	61
Financial Statements of Healthcare Trust of America, Inc.
			Consolidated Balance Sheets as of December 31, ~~2019~~2021 and ~~2018~~2020*	62
			Consolidated Statements of Operations for the Years Ended December 31, ~~2019, 2018~~2021, 2020 and ~~2017~~2019*	63
			Consolidated Statements of Comprehensive Income for the Years Ended December 31, ~~2019, 2018~~2021, 2020 and ~~2017~~2019*	64
			Consolidated Statements of Equity for the Years Ended December 31, ~~2019, 2018~~2021, 2020 and ~~2017~~2019*	65
			Consolidated Statements of Cash Flows for the Years Ended December 31, ~~2019, 2018~~2021, 2020 and ~~2017~~2019*	66
Financial Statements of Healthcare Trust of America Holdings, LP
			Consolidated Balance Sheets as of December 31, ~~2019~~2021 and ~~2018~~2020*	67
			Consolidated Statements of Operations for the Years Ended December 31, ~~2019, 2018~~2021, 2020 and ~~2017~~2019*	68
			Consolidated Statements of Comprehensive Income for the Years Ended December 31, ~~2019, 2018~~2021, 2020 and ~~2017~~2019*	69
			Consolidated Statements of Changes in Partners’ Capital for the Years Ended December 31, ~~2019, 2018~~2021, 2020 and ~~2017~~2019*	70
			Consolidated Statements of Cash Flows for the Years Ended December 31, ~~2019, 2018~~2021, 2020 and ~~2017~~2019*	71
Notes for Healthcare Trust of America, Inc. and Healthcare Trust of America Holdings, LP
			Notes to Consolidated Financial ~~Statements~~Statements*	72

(a)(2) Financial Statement Schedules:

All other schedules have been omitted because they are inapplicable.

(a)(3) Exhibits:

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

~~(b)~~ ~~Exhibits:~~

~~See Item 15(a)(1) above.~~

~~(c)~~ ~~Financial Statement Schedules:~~

~~See Item 15(a)(2) above.~~

* Previously filed with the Annual Report on Form 10-K filed with the SEC on March 1, 2022, which is being amended hereby.

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~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

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

~~Opinion on the Financial Statements~~

We have audited the accompanying consolidated balance sheets of Healthcare Trust of America, Inc. and subsidiaries (the “Company”) as of December 31, 2019 and 2018, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2019, and the related notes and the consolidated financial statement schedules listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2019, based on criteria established in ~~Internal Control - Integrated Framework (2013)~~ issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 18, 2020, expressed an unqualified opinion on the Company’s internal control over financial reporting.

~~Basis for Opinion~~

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

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

~~Critical Audit Matters~~

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

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

~~Critical Audit Matter Description~~

The Company’s real estate investments are evaluated for potential impairment whenever events or changes in circumstances indicate that the carrying value of a property may not be recoverable. Impairment losses are recorded when indicators of impairment are present and the carrying amount of the asset is greater than the sum of future undiscounted cash flows expected to be generated by that asset over the remaining expected holding period.

The Company makes assumptions to evaluate real estate assets for possible indicators of impairment. Changes in these assumptions could have a significant impact on the real estate assets identified for further analysis. For the year ended December 31, 2019, no impairment loss has been recognized on real estate assets.

Given the Company’s evaluation of possible indicators of impairment of real estate assets requires management to make significant assumptions, performing audit procedures to evaluate whether management appropriately identified events or changes in circumstances indicating that the carrying amounts of real estate assets may not be recoverable required a high degree of auditor judgment.

~~Table of Contents~~

~~How the Critical Audit Matter Was Addressed in the Audit~~

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

We tested the effectiveness of controls over management’s analysis for impairment indicators, including the identification of future disposition properties and the estimates used by management to determine fair value measurements.

~~We audited management’s impairment indicator analysis by:~~


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


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


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


◦	~~Performing site visits for select properties to assess the presence of any physical nonfinancial indications of impairment that may exist but were not identified by management.~~

~~We evaluated management’s fair value estimates for various properties that were identified as potential future dispositions or that exhibited indicators of impairment by:~~


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


◦	Evaluating management’s fair value estimates with the assistance of fair value specialists by developing a range of independent estimates based on comparable properties in the market and compared those to the fair value estimates determined by management.

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

~~Critical Audit Matter Description~~

For the year ended December 31, 2019, the Company had acquired investments in real estate with an aggregate purchase price of $560.5 million. The Company accounted for these acquisitions as asset acquisitions. Accordingly, the purchase price paid for assets acquired and liabilities assumed was allocated, based on relative fair value, to land, buildings and improvements, in-place leases, above or below market leases, and other intangible assets. The method for determining relative fair value varied depending on the type of asset or liability and involved management making significant estimates related to assumptions such as future cash flows, discount rates, and costs during the expected lease-up periods.

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

~~How the Critical Audit Matter Was Addressed in the Audit~~

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

We tested the effectiveness of controls over the purchase price allocation, including management’s controls over the identification of real estate assets, and the valuation methodology for estimating the fair value of assets acquired and liabilities assumed.

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

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

~~/s/ DELOITTE & TOUCHE LLP~~

~~Phoenix, Arizona~~

~~February 18, 2020~~

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

~~Table of Contents~~

~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

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

~~Opinion on the Financial Statements~~

We have audited the accompanying consolidated balance sheets of Healthcare Trust of America Holdings, LP and subsidiaries (the “Company”) as of December 31, 2019 and 2018, the related consolidated statements of operations, comprehensive income, changes in partners’ capital, and cash flows, for each of the three years in the period ended December 31, 2019, and the related notes and the consolidated financial statement schedules listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

~~Basis for Opinion~~

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

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

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

~~/s/ DELOITTE & TOUCHE LLP~~

~~Phoenix, Arizona~~

~~February 18, 2020~~

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

~~Table of Contents~~

~~HEALTHCARE TRUST OF AMERICA, INC.~~

~~CONSOLIDATED BALANCE SHEETS~~

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

December 31,
2019 2018
ASSETS
Real estate investments:
Land $ 584,546
$ 481,871
Building and improvements 6,252,854
5,787,152
Lease intangibles 628,066
599,864
Construction in progress 28,150
4,903
7,493,616
6,873,790
Accumulated depreciation and amortization (1,447,815 ) (1,208,169 )
Real estate investments, net 6,045,801
5,665,621
Investment in unconsolidated joint venture 65,888
67,172
Cash and cash equivalents 32,713
126,221
Restricted cash 4,903
7,309
Receivables and other assets, net 237,024
223,415
Right-of-use assets - operating leases, net 239,867
—
Other intangibles, net 12,553
98,738
Total assets $ 6,638,749
$ 6,188,476
LIABILITIES AND EQUITY
Liabilities:
Debt $ 2,749,775
$ 2,541,232
Accounts payable and accrued liabilities 171,698
185,073
Security deposits, prepaid rent and other liabilities 49,203
59,567
Lease liabilities - operating leases 198,650
—
Intangible liabilities, net 38,779
61,146
Total liabilities 3,208,105
2,847,018
Commitments and contingencies

Redeemable noncontrolling interests —
6,544
Equity:
Preferred stock, $0.01 par value; 200,000,000 shares authorized; none issued and outstanding —
—
Common stock, $0.01 par value; 1,000,000,000 shares authorized; 216,453,312 and 205,267,349 shares issued and outstanding as of December 31, 2019 and 2018, respectively 2,165
2,053
Additional paid-in capital 4,854,042
4,525,969
Accumulated other comprehensive income 4,546
307
Cumulative dividends in excess of earnings (1,502,744 ) (1,272,305 )
Total stockholders’ equity 3,358,009
3,256,024
Noncontrolling interests 72,635
78,890
Total equity 3,430,644
3,334,914
Total liabilities and equity $ 6,638,749
$ 6,188,476

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

~~Table of Contents~~

~~HEALTHCARE TRUST OF AMERICA, INC.~~

~~CONSOLIDATED STATEMENTS OF OPERATIONS~~

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

Year Ended December 31,
2019 2018 2017
Revenues:
Rental income $ 691,527
$ 696,030
$ 612,556
Interest and other operating income 513
396
1,434
Total revenues 692,040
696,426
613,990
Expenses:
Rental 211,479
220,617
192,147
General and administrative 41,360
35,196
33,403
Transaction 2,350
1,003
5,885
Depreciation and amortization 290,384
279,630
244,986
Interest expense 96,632
101,849
85,491
Impairment —
8,887
13,922
Total expenses 642,205
647,182
575,834
(Loss) gain on sale of real estate, net (154 ) 165,977
37,802
(Loss) gain on extinguishment of debt, net (21,646 ) 242
(11,192 )
Income from unconsolidated joint venture 1,882
1,735
782
Other income 841
428
29
Net income $ 30,758
$ 217,626
$ 65,577
Net income attributable to noncontrolling interests ⁽¹⁾
(604 ) (4,163 ) (1,661 )
Net income attributable to common stockholders $ 30,154
$ 213,463
$ 63,916
Earnings per common share - basic:
Net income attributable to common stockholders $ 0.15
$ 1.04
$ 0.35
Earnings per common share - diluted:
Net income attributable to common stockholders $ 0.14
$ 1.02
$ 0.34
Weighted average common shares outstanding:
Basic 205,720
206,065
181,064
Diluted 209,605
210,061
185,278

(1) Includes amounts attributable to redeemable noncontrolling interests.

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

~~Table of Contents~~

~~HEALTHCARE TRUST OF AMERICA, INC.~~

~~CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME~~

~~(In thousands)~~

Year Ended December 31,
2019 2018 2017

Net income $ 30,758
$ 217,626
$ 65,577

Other comprehensive income
Change in unrealized gains on cash flow hedges 4,316
34
280
Total other comprehensive income 4,316
34
280

Total comprehensive income 35,074
217,660
65,857
Comprehensive income attributable to noncontrolling interests (615 ) (4,075 ) (1,544 )
Total comprehensive income attributable to common stockholders $ 34,459
$ 213,585
$ 64,313

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

~~Table of Contents~~

~~HEALTHCARE TRUST OF AMERICA, INC.~~

~~CONSOLIDATED STATEMENTS OF EQUITY~~

~~(In thousands)~~

Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Cumulative Dividends in Excess of Earnings Total Stockholders’ Equity Noncontrolling Interests Total Equity
Shares Amount
Balance as of December 31, 2016 141,719
$ 1,417
$ 2,754,818
$ ��
$ (1,068,961 ) $ 1,687,274
$ 93,143
$ 1,780,417
Issuance of common stock, net 62,823
628
1,746,328
—
—
1,746,956
—
1,746,956
Issuance of operating partnership units in HTALP in connection with an acquisition —
—
—
—
—
—
1,125
1,125
Share-based award transactions, net 230
3
6,867
—
—
6,870
—
6,870
Repurchase and cancellation of common stock (116 ) (1 ) (3,412 ) —
—
(3,413 ) —
(3,413 )
Redemption of noncontrolling interest and other 236
2
3,927
—
—
3,929
(5,943 ) (2,014 )
Dividends declared ($1.210 per common share) —
—
—
—
(227,024 ) (227,024 ) (5,203 ) (232,227 )
Net income —
—
—
—
63,916
63,916
1,538
65,454
Other comprehensive income —
—
—
274
274
6
280
Balance as of December 31, 2017 204,892
2,049
4,508,528
274
(1,232,069 ) 3,278,782
84,666
3,363,448
Issuance of common stock, net 2,550
25
72,789
—
—
72,814
—
72,814
Share-based award transactions, net 308
4
9,751
—
—
9,755
411
10,166
Repurchase and cancellation of common stock (2,678 ) (27 ) (70,292 ) —
—
(70,319 ) —
(70,319 )
Redemption of noncontrolling interest and other 195
2
5,193
—
—
5,195
(5,195 ) —
Dividends declared ($1.230 per common share) —
—
—
—
(253,699 ) (253,699 ) (5,067 ) (258,766 )
Net income —
—
—
—
213,463
213,463
4,074
217,537
Other comprehensive income —
—
—
33
—
33
1
34
Balance as of December 31, 2018 205,267
2,053
4,525,969
307
(1,272,305 ) 3,256,024
78,890
3,334,914
Issuance of common stock, net 11,096
112
322,106
—
—
322,218
—
322,218
Issuance of OP Units in HTALP —
—
—
—
—
—
2,603
2,603
Issuance of limited partner OP Units in connection with acquisitions —
—
—
—
—
—
2,000
2,000
Share-based award transactions, net 319
3
10,124
—
—
10,127
—
10,127
Repurchase and cancellation of common stock (487 ) (5 ) (12,173 ) —
—
(12,178 ) —
(12,178 )
Redemption of noncontrolling interest and other 258
2
8,016
—
—
8,018
(6,293 ) 1,725
Dividends declared ($1.250 per common share) —
—
—
—
(260,593 ) (260,593 ) (5,180 ) (265,773 )
Net income —
—
—
—
30,154
30,154
538
30,692
Other comprehensive income —
—
—
4,239
—
4,239
77
4,316
Balance as of December 31, 2019 216,453
$ 2,165
$ 4,854,042
$ 4,546
$ (1,502,744 ) $ 3,358,009
$ 72,635
$ 3,430,644

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

~~Table of Contents~~

~~HEALTHCARE TRUST OF AMERICA, INC.~~

~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(In thousands)~~

Year Ended December 31,
2019 2018 2017
Cash flows from operating activities:
Net income $ 30,758
$ 217,626
$ 65,577
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 280,969
271,441
239,044
Share-based compensation expense 10,127
9,755
6,870
Impairment —
8,887
13,922
Income from unconsolidated joint venture (1,882 ) (1,735 ) (782 )
Distributions from unconsolidated joint venture 3,030
2,665
750
Loss (gain) on sale of real estate, net 154
(165,977 ) (37,802 )
Loss (gain) on extinguishment of debt, net 21,646
(242 ) 11,192
Change in fair value of derivative financial instruments —
—
(884 )
Changes in operating assets and liabilities:
Receivables and other assets, net (12,857 ) (17,558 ) (33,295 )
Accounts payable and accrued liabilities (128 ) 9,478
37,406
Prepaid rent and other liabilities 8,577
3,056
5,545
Net cash provided by operating activities 340,394
337,396
307,543
Cash flows from investing activities:
Investments in real estate (553,298 ) (17,389 ) (2,383,581 )
Investment in unconsolidated joint venture —
—
(68,839 )
Development of real estate (28,066 ) (34,270 ) (25,191 )
Proceeds from the sale of real estate 4,880
305,135
80,640
Capital expenditures (91,544 ) (77,870 ) (64,833 )
Collection of real estate notes receivable 739
703
9,964
Advances on real estate notes receivable —
—
(3,256 )
Net cash (used in) provided by investing activities (667,289 ) 176,309
(2,455,096 )
Cash flows from financing activities:
Borrowings on unsecured revolving credit facility 610,000
145,000
570,000
Payments on unsecured revolving credit facility (510,000 ) (145,000 ) (658,000 )
Proceeds from unsecured senior notes 906,927
—
900,000
Payments on unsecured senior notes (700,000 ) —
—
Payments on secured mortgage loans (97,361 ) (241,021 ) (77,024 )
Deferred financing costs (7,776 ) (782 ) (16,904 )
Debt extinguishment costs (18,383 ) (1,909 ) (10,571 )
Security deposits —
—
2,419
Proceeds from issuance of common stock 323,393
72,814
1,746,956
Issuance of OP Units —
411
—
Repurchase and cancellation of common stock (12,178 ) (70,319 ) (3,413 )
Dividends paid (256,117 ) (252,651 ) (207,087 )
Distributions paid to noncontrolling interest of limited partners (8,758 ) (5,278 ) (5,308 )
Sale of noncontrolling interest 1,234
—
—
Net cash provided by (used in) financing activities 230,981
(498,735 ) 2,241,068
Net change in cash, cash equivalents and restricted cash (95,914 ) 14,970
93,515
Cash, cash equivalents and restricted cash - beginning of year 133,530
118,560
25,045
Cash, cash equivalents and restricted cash - end of year $ 37,616
$ 133,530
$ 118,560

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

~~Table of Contents~~

~~HEALTHCARE TRUST OF AMERICA HOLDINGS, LP~~

~~CONSOLIDATED BALANCE SHEETS~~

~~(In thousands, except unit data)~~

December 31,
2019 2018
ASSETS
Real estate investments:
Land $ 584,546
$ 481,871
Building and improvements 6,252,854
5,787,152
Lease intangibles 628,066
599,864
Construction in progress 28,150
4,903
7,493,616
6,873,790
Accumulated depreciation and amortization (1,447,815 ) (1,208,169 )
Real estate investments, net 6,045,801
5,665,621
Investment in unconsolidated joint venture 65,888
67,172
Cash and cash equivalents 32,713
126,221
Restricted cash 4,903
7,309
Receivables and other assets, net 237,024
223,415
Right-of-use assets - operating leases, net 239,867
—
Other intangibles, net 12,553
98,738
Total assets $ 6,638,749
$ 6,188,476
LIABILITIES AND PARTNERS’ CAPITAL
Liabilities:
Debt $ 2,749,775
$ 2,541,232
Accounts payable and accrued liabilities 171,698
185,073
Security deposits, prepaid rent and other liabilities 49,203
59,567
Lease liabilities - operating leases 198,650
—
Intangible liabilities, net 38,779
61,146
Total liabilities 3,208,105
2,847,018
Commitments and contingencies

Redeemable noncontrolling interests —
6,544
Partners’ Capital:
Limited partners’ capital, 3,834,279 and 3,929,083 units issued and outstanding as of December 31, 2019 and 2018, respectively 72,365
78,620
General partners’ capital, 216,453,312 and 205,267,349 units issued and outstanding as of December 31, 2019 and 2018, respectively 3,358,279
3,256,294
Total partners’ capital 3,430,644
3,334,914
Total liabilities and partners’ capital $ 6,638,749
$ 6,188,476

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

~~Table of Contents~~

~~HEALTHCARE TRUST OF AMERICA HOLDINGS, LP~~

~~CONSOLIDATED STATEMENTS OF OPERATIONS~~

~~(In thousands, except per unit data)~~

Year Ended December 31,
2019 2018 2017
Revenues:
Rental income $ 691,527
$ 696,030
$ 612,556
Interest and other operating income 513
396
1,434
Total revenues 692,040
696,426
613,990
Expenses:
Rental 211,479
220,617
192,147
General and administrative 41,360
35,196
33,403
Transaction 2,350
1,003
5,885
Depreciation and amortization 290,384
279,630
244,986
Interest expense 96,632
101,849
85,491
Impairment —
8,887
13,922
Total expenses 642,205
647,182
575,834
(Loss) gain on sale of real estate, net (154 ) 165,977
37,802
(Loss) gain on extinguishment of debt, net (21,646 ) 242
(11,192 )
Income from unconsolidated joint venture 1,882
1,735
782
Other income 841
428
29
Net income $ 30,758
$ 217,626
$ 65,577
Net income attributable to noncontrolling interests (66 ) (89 ) (123 )
Net income attributable to common unitholders $ 30,692
$ 217,537
$ 65,454
Earnings per common unit - basic:
Net income attributable to common unitholders $ 0.15
$ 1.04
$ 0.35
Earnings per common unit - diluted:
Net income attributable to common unitholders $ 0.15
$ 1.04
$ 0.35
Weighted average common units outstanding:
Basic 209,605
210,061
185,261
Diluted 209,605
210,061
185,278

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

~~Table of Contents~~

~~HEALTHCARE TRUST OF AMERICA HOLDINGS, LP~~

~~CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME~~

~~(In thousands)~~

Year Ended December 31,
2019 2018 2017

Net income $ 30,758
$ 217,626
$ 65,577

Other comprehensive income
Change in unrealized gains on cash flow hedges 4,316
34
280
Total other comprehensive income 4,316
34
280

Total comprehensive income 35,074
217,660
65,857
Comprehensive income attributable to noncontrolling interests (66 ) (89 ) (123 )
Total comprehensive income attributable to common unitholders $ 35,008
$ 217,571
$ 65,734

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

~~Table of Contents~~

~~HEALTHCARE TRUST OF AMERICA HOLDINGS, LP~~

~~CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS~~’ ~~CAPITAL~~

~~(In thousands)~~

General Partners’ Capital Limited Partners’ Capital Total Partners’ Capital
Units Amount Units Amount
Balance as of December 31, 2016 141,719
$ 1,687,544
4,323
$ 92,873
$ 1,780,417
Issuance of general partner OP Units, net 62,823
1,746,956
—
—
1,746,956
Issuance of limited partner OP Units in connection with an acquisition —
—
38
1,125
1,125
Share-based award transactions, net 230
6,870
—
—
6,870
Redemption and cancellation of general partner OP Units (116 ) (3,413 ) —
—
(3,413 )
Redemption of limited partner OP Units and other 236
3,929
(237 ) (5,943 ) (2,014 )
Distributions declared ($1.210 per common unit) —
(227,024 ) —
(5,203 ) (232,227 )
Net income —
63,916
—
1,538
65,454
Other comprehensive income —
274
—
6
280
Balance as of December 31, 2017 204,892
3,279,052
4,124
84,396
3,363,448
Issuance of general partner OP Units, net 2,550
72,814
—
—
72,814
Share-based award transactions, net 308
9,755
—
411
10,166
Redemption and cancellation of general partner OP Units (2,678 ) (70,319 ) —
—
(70,319 )
Redemption of limited partner OP Units and other 195
5,195
(195 ) (5,195 ) —
Distributions declared ($1.230 per common unit) —
(253,699 ) —
(5,067 ) (258,766 )
Net income —
213,463
—
4,074
217,537
Other comprehensive income —
33
—
1
34
Balance as of December 31, 2018 205,267
3,256,294
3,929
78,620
3,334,914
Issuance of general partner OP Units, net 11,096
322,218
—
—
322,218
Issuance of limited partner OP Units —
—
—
2,603
2,603
Issuance of limited partner OP Units in connection with acquisitions —
—
163
2,000
2,000
Share-based award transactions, net 319
10,127
—
—
10,127
Redemption and cancellation of general partner OP Units (487 ) (12,178 ) —
—
(12,178 )
Redemption of limited partner OP Units and other 258
8,018
(258 ) (6,293 ) 1,725
Distributions declared ($1.250 per common unit) —
(260,593 ) —
(5,180 ) (265,773 )
Net income —
30,154
—
538
30,692
Other comprehensive income —
4,239
—
77
4,316
Balance as of December 31, 2019 216,453
$ 3,358,279
3,834
$ 72,365
$ 3,430,644

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

~~Table of Contents~~

~~HEALTHCARE TRUST OF AMERICA HOLDINGS, LP~~

~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(In thousands)~~

Year Ended December 31,
2019 2018 2017
Cash flows from operating activities:
Net income $ 30,758
$ 217,626
$ 65,577
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 280,969
271,441
239,044
Share-based compensation expense 10,127
9,755
6,870
Impairment —
8,887
13,922
Income from unconsolidated joint venture (1,882 ) (1,735 ) (782 )
Distributions from unconsolidated joint venture 3,030
2,665
750
Loss (gain) on sale of real estate, net 154
(165,977 ) (37,802 )
Loss (gain) on extinguishment of debt, net 21,646
(242 ) 11,192
Change in fair value of derivative financial instruments —
—
(884 )
Changes in operating assets and liabilities:
Receivables and other assets, net (12,857 ) (17,558 ) (33,295 )
Accounts payable and accrued liabilities (128 ) 9,478
37,406
Prepaid rent and other liabilities 8,577
3,056
5,545
Net cash provided by operating activities 340,394
337,396
307,543
Cash flows from investing activities:
Investments in real estate (553,298 ) (17,389 ) (2,383,581 )
Investment in unconsolidated joint venture —
—
(68,839 )
Development of real estate (28,066 ) (34,270 ) (25,191 )
Proceeds from the sale of real estate 4,880
305,135
80,640
Capital expenditures (91,544 ) (77,870 ) (64,833 )
Collection of real estate notes receivable 739
703
9,964
Advances on real estate notes receivable —
—
(3,256 )
Net cash (used in) provided by investing activities (667,289 ) 176,309
(2,455,096 )
Cash flows from financing activities:
Borrowings on unsecured revolving credit facility 610,000
145,000
570,000
Payments on unsecured revolving credit facility (510,000 ) (145,000 ) (658,000 )
Proceeds from unsecured senior notes 906,927
—
900,000
Payments on unsecured senior notes (700,000 ) —
—
Payments on secured mortgage loans (97,361 ) (241,021 ) (77,024 )
Deferred financing costs (7,776 ) (782 ) (16,904 )
Debt extinguishment costs (18,383 ) (1,909 ) (10,571 )
Security deposits —
—
2,419
Proceeds from issuance of general partner units 323,393
72,814
1,746,956
Issuance of limited partner units —
411
—
Repurchase and cancellation of general partner units (12,178 ) (70,319 ) (3,413 )
Distributions paid to general partner (256,117 ) (252,651 ) (207,087 )
Distributions paid to limited partners and redeemable noncontrolling interests (8,758 ) (5,278 ) (5,308 )
Sale of noncontrolling interest 1,234
—
—
Net cash provided by (used in) financing activities 230,981
(498,735 ) 2,241,068
Net change in cash, cash equivalents and restricted cash (95,914 ) 14,970
93,515
Cash, cash equivalents and restricted cash - beginning of year 133,530
118,560
25,045
Cash, cash equivalents and restricted cash - end of year $ 37,616
$ 133,530
$ 118,560

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

~~Table of Contents~~

~~HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

Unless otherwise indicated or unless the context requires otherwise the use of the words “we,” “us” or “our” refers to Healthcare Trust of America, Inc. and Healthcare Trust of America Holdings, LP, collectively.

~~1. Organization and Description of Business~~

~~HTA, a Maryland corporation, and HTALP, a Delaware limited partnership, were incorporated or formed, as applicable, on~~ ~~April 20, 2006~~. HTA operates as a REIT and is the general partner of HTALP, which is the operating partnership, in an umbrella partnership, or “UPREIT” structure. HTA has qualified and intends to continue to be taxed as a REIT for federal income tax purposes under the applicable sections of the Internal Revenue Code.

We own real estate primarily consisting of MOBs located on or adjacent to hospital campuses or in off-campus, community core outpatient locations across 33 states within the U.S., and we lease space to tenants primarily consisting of health systems, research and academic institutions, and various sized physician practices. We generate substantially all of our revenues from rents and rental-related activities, such as property and facilities management and other incidental revenues related to the operation of real estate.

Our primary objective is to maximize stockholder value with growth through strategic investments that provide an attractive risk-adjusted return for our stockholders by consistently increasing our cash flow. In pursuing this objective, we: (i) seek internal growth through proactive asset management, leasing, building services and property management oversight; (ii) target accretive acquisitions and developments of MOBs in markets with attractive demographics that complement our existing portfolio; and (iii) actively manage our balance sheet to maintain flexibility with conservative leverage. Additionally, from time to time we consider, on an opportunistic basis, significant portfolio acquisitions that we believe fit our core business and we expect to enhance our existing portfolio.

~~2. Summary of Significant Accounting Policies~~

The summary of significant accounting policies presented below is designed to assist in understanding our consolidated financial statements. Such consolidated financial statements and the accompanying notes are the representations of our management, who are responsible for their integrity and objectivity. These accounting policies conform to GAAP in all material respects and have been consistently applied in preparing our accompanying consolidated financial statements.

~~Basis of Presentation~~

Our accompanying consolidated financial statements include our accounts and those of our subsidiaries and any consolidated VIEs. All inter-company balances and transactions have been eliminated in the accompanying consolidated financial statements.

~~Reclassifications~~

~~Certain prior year amounts related to the presentation of interest expense on the accompanying consolidated statements of operations have been reclassified to conform to the current year presentation.~~

~~Principles of Consolidation~~

The consolidated financial statements include the accounts of our subsidiaries and consolidated joint venture arrangements. The portions of the HTALP operating partnership not owned by us are presented as non-controlling interests in our consolidated balance sheets and statements of operations, consolidated statements of comprehensive income or loss, consolidated statements of equity, and consolidated statements of changes in partners’ capital. The portions of other joint venture arrangements not owned by us are presented as redeemable noncontrolling interests on the accompanying consolidated balance sheets. Holders of OP Units are considered to be noncontrolling interest holders in HTALP and their ownership interests are reflected as equity on the accompanying consolidated balance sheets. Further, a portion of the earnings and losses of HTALP are allocated to noncontrolling interest holders based on their respective ownership percentages. Upon conversion of OP Units to common stock, any difference between the fair value of the common stock issued and the carrying value of the OP Units converted to common stock is recorded as a component of equity. As of December 31, 2019, 2018 and 2017, there were approximately 3.8 million, 3.9 million and 4.1 million, respectively, of OP Units issued and outstanding.

VIEs are entities where investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or where equity investors, as a group, lack one of the following: (i) the power to direct the activities that most significantly impact the entity’s economic performance; (ii) the obligation to absorb the expected losses of the entity; and (iii) the right to receive the expected returns of the entity. We consolidate our investment in VIEs when we determine that we are the primary beneficiary. A primary beneficiary is one that has both: (i) the power to direct the activities of the VIE that most significantly impacts the entity’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. The HTALP operating partnership and our other joint

~~Table of Contents~~

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

venture arrangements are VIEs because the limited partners in those partnerships, although entitled to vote on certain matters, do not possess kick-out rights or substantive participating rights. Additionally, we determined that we are the primary beneficiary of our VIEs. Accordingly, we consolidate our interests in the HTALP operating partnership and in our other joint venture arrangements. However, because we hold what is deemed a majority voting interest in the HTALP operating partnership and our other joint venture arrangements, it qualifies for the exemption from providing certain disclosure requirements associated with investments in VIEs. We will evaluate on an ongoing basis the need to consolidate entities based on the standards set forth in GAAP as described above.

~~Use of Estimates~~

The preparation of our consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. These estimates are made and evaluated on an ongoing basis using information that is currently available as well as various other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates, perhaps in adverse ways, and those estimates could be different under different assumptions or conditions.

~~Cash, Cash Equivalents and Restricted Cash~~

Cash and cash equivalents consist of all highly liquid investments with a maturity of three months or less when purchased. Restricted cash is comprised of (i) reserve accounts for property taxes, insurance, capital improvements and tenant improvements; (ii) collateral accounts for debt and interest rate swaps; and (iii) deposits for future investments.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the accompanying consolidated balance sheets to the combined amounts shown on the accompanying consolidated statements of cash flows (in thousands):

December 31,
2019 2018 2017
Cash and cash equivalents $ 32,713
$ 126,221
$ 100,356
Restricted cash 4,903
7,309
18,204
Total cash, cash equivalents and restricted cash $ 37,616
$ 133,530
$ 118,560

~~Revenue Recognition~~

Minimum annual rental revenue is recognized on a straight-line basis over the term of the related lease (including rent holidays). Differences between rental income recognized and amounts contractually due under the lease agreements are recorded as straight-line rent receivables. Tenant reimbursement revenue, which is comprised of additional amounts recoverable from tenants for real estate taxes, common area maintenance and other certain operating expenses are recognized as revenue on a gross basis in the period in which the related recoverable expenses are incurred. We accrue revenue corresponding to these expenses on a quarterly basis to adjust recorded amounts to our best estimate of the final annual amounts to be billed. Subsequent to year-end, on a calendar year basis, we perform reconciliations on a lease-by-lease basis and bill or credit each tenant for any differences between the estimated expenses we billed and the actual expenses that were incurred. We recognize lease termination fees when there is a signed termination letter agreement, all of the conditions of the agreement have been met, and the tenant is no longer occupying the property. Rental income is reported net of amortization of inducements.

Effective January 1, 2018, with the adoption of Topic 606 - Revenue from Contracts with Customers and corresponding amendments, the revenue recognition process is now based on a five-step model to account for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. Topic 606 requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. We have identified all of our revenue streams and we have concluded that rental income from leasing arrangements represents a substantial portion of our revenue and, therefore, is specifically excluded from Topic 606 and will be governed under Topic 842 - Leases. The other revenue stream identified as impacting Topic 606 is concentrated in the recognition of real estate sales.

~~Tenant Receivables and Allowance for Uncollectible Accounts~~

Tenant receivables, including straight-line rent receivables, are carried net of the allowances for uncollectible amounts. An allowance is maintained for estimated losses resulting from the inability of certain tenants to meet the contractual obligations under their leases. Our determination of the adequacy of these allowances is based primarily upon evaluations of historical loss experience, the tenant’s financial condition, security deposits, letters of credit, lease guarantees and current economic conditions and other relevant factors.

~~Table of Contents~~

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

~~Investments in Real Estate~~

The majority of our investments in real estate are accounted for as asset acquisitions and the purchase price of tangible and intangible assets and liabilities are recorded based on their respective fair values. Tangible assets primarily consist of land and buildings and improvements. Additionally, the purchase price includes acquisition related expenses, above or below market leases, above or below market interests, in place leases, tenant relationships, above or below market debt assumed, interest rate swaps assumed and any contingent consideration recorded when the contingency is resolved. The determination of the fair value requires us to make certain estimates and assumptions.

With the assistance of independent valuation specialists, we record the purchase price of completed investments in real estate associated with tangible and intangible assets and liabilities based on their fair values. The tangible assets (land and building and improvements) are determined based upon the value of the property as if it were to be replaced or as if it were vacant using discounted cash flow models similar to those used by market participants. Factors considered by us include an estimate of carrying costs during the expected lease-up periods considering current market conditions and costs to execute similar leases. Additionally, the purchase price of the applicable completed acquisition property is inclusive of above or below market leases, above or below market leasehold interests, in place leases, tenant relationships, above or below market debt assumed, interest rate swaps assumed, any contingent consideration and acquisition related expenses.

The value of above or below market leases is determined based upon the present value (using a discount rate which reflects the risks associated with the acquired leases) of the difference between (i) the contractual amounts to be received pursuant to the lease over its remaining term and (ii) our estimate of the amounts that would be received using fair market rates over the remaining term of the lease including any bargain renewal periods. Under Topic 840, the amounts associated with above market leases are included in other intangibles, net in our accompanying consolidated balance sheets and amortized to rental income over the remaining lease term. The amounts allocated to below market leases are included in intangible liabilities, net in our accompanying consolidated balance sheets and amortized to rental income over the remaining lease term. Upon adoption of Topic 842 on January 1, 2019, the amounts associated with above market leases are included in right-of-use assets - operating leases, net in our accompanying consolidated balance sheets and amortized to rental income over the remaining lease term. The amounts allocated to below market leases are included in lease liabilities - operating leases in our accompanying consolidated balance sheets and amortized to rental income over the remaining lease term.

The value associated with above or below market leasehold interests is determined based upon the present value (using a discount rate which reflects the risks associated with the acquired leases) of the difference between: (i) the contractual amounts to be paid pursuant to the lease over its remaining term; and (ii) our estimate of the amounts that would be paid using fair market rates over the remaining term of the lease including any bargain renewal periods. Under Topic 840, the amounts recorded for above market leasehold interests are included in intangible liabilities, net in our accompanying consolidated balance sheets and amortized to rental expense over the remaining lease term. The amounts allocated to below market leasehold interests are included in other intangibles, net in our accompanying consolidated balance sheets and amortized to rental expense over the remaining lease term. Upon adoption of Topic 842 on January 1, 2019, the amounts recorded for above market leasehold interests are included in lease liabilities - operating leases in our accompanying consolidated balance sheets and amortized to rental expense over the remaining lease term. The amounts allocated to below market leasehold interests are included in right-of-use assets - operating leases, net in our accompanying consolidated balance sheets and amortized to rental expense over the remaining lease term.

The total amount of other intangible assets includes in place leases and tenant relationships based on our evaluation of the specific characteristics of each tenant’s lease and our overall relationship with that respective tenant. Characteristics considered by us in allocating these values include the nature and extent of the credit quality and expectations of lease renewals, among other factors. The amounts recorded for in place leases and tenant relationships are included in lease intangibles in our accompanying consolidated balance sheets and will be amortized to amortization expense over the remaining lease term.

The value recorded for above or below market debt is determined based upon the present value of the difference between the cash flow stream of the assumed mortgage and the cash flow stream of a market rate mortgage. The amounts recorded for above or below market debt are included in debt in our accompanying consolidated balance sheets and are amortized to interest expense over the remaining term of the assumed debt.

The value recorded for interest rate swaps is based upon a discounted cash flow analysis on the expected cash flows, taking into account interest rate curves and the remaining term. See derivative financial instruments below for further discussion.

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

The cost of operating properties includes the cost of land and buildings and related improvements. Expenditures that increase the service life of properties are capitalized and the cost of maintenance and repairs is charged to expense as incurred. The cost of buildings is depreciated on a straight-line basis over the estimated useful lives of the buildings up to 39 years and for tenant improvements, the shorter of the lease term or useful life, typically ranging from one to 10 years. Furniture, fixtures and equipment is depreciated over 5 years. Depreciation expense of buildings and improvements for the years ended December 31, 2019, 2018 and 2017, was $219.2 million, $202.8 million and $172.6 million, respectively.

~~Leases~~

As a lessor, we lease space in our MOBs primarily to medical enterprises for terms ranging from three to 7 years in length. The assets underlying these leases consist of buildings and associated land which are included as real estate investments on our accompanying consolidated balance sheets. All of our leases for which we are the lessor are classified as operating leases under Topic 842.

Leases, for which we are the lessee, are classified as separate components on our accompanying consolidated balance sheets. Operating leases are included as right-of-use (“ROU”) assets - operating leases, net, with a corresponding lease liability. Financing lease assets are included in receivables and other assets, net, with a corresponding lease liability in security deposits, prepaid rent and other liabilities. A lease liability is recognized for our obligation related to the lease and an ROU asset represents our right to use the underlying asset over the lease term. Refer to Note 7 - Leases in the accompanying notes to the consolidated financial statements for more detail relating to our leases.

~~Development~~

We capitalize interest, direct and indirect project costs associated with the initial construction up to the time the property is substantially complete and ready for its intended use. In addition, we capitalize costs, including real estate taxes, insurance and utilities, that have been allocated to vacant space based on the square footage of the portion of the building not held available for immediate occupancy during the extended lease-up periods after construction of the building shell has been completed if costs are being incurred to ready the vacant space for its intended use. If costs and activities incurred to ready the vacant space cease, then cost capitalization is also discontinued until such activities are resumed. Once necessary work has been completed on a vacant space, project costs are no longer capitalized. We cease capitalization of all project costs on extended lease-up periods when significant activities have ceased, which does not exceed the shorter of a one-year period after the completion of the building shell or when the property attains 90% occupancy.

~~Real Estate Held for Sale~~

We consider properties as held for sale once management commits to a plan to sell the property and has determined that the sale is probable and expected to occur within one year. Upon classification as held for sale, we record the property at the lower of its carrying amount or fair value, less costs to sell, and cease depreciation and amortization. The fair value is generally based on discounted cash flow analyses, which involve management’s best estimate of market participants’ holding period, market comparables, future occupancy levels, rental rates, capitalization rates, lease-up periods and capital requirements. As of December 31, 2019, we had assets held for sale of $4.0 million which are included in receivables and other assets, net in the accompanying consolidated balance sheet. We did not classify any assets as held for sale as of December 31, 2018.

~~Recoverability of Real Estate Investments~~

Real estate investments are evaluated for potential impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. Impairment losses are recorded when indicators of impairment are present and the carrying amount of the asset is greater than the sum of future undiscounted cash flows expected to be generated by that asset over the remaining expected holding period. We would recognize an impairment loss when the carrying amount is not recoverable to the extent the carrying amount exceeds the fair value of the property. The fair value is generally based on discounted cash flow analyses. In performing the analysis we consider executed sales agreements or management’s best estimate of market comparables, future occupancy levels, rental rates, capitalization rates, lease-up periods and capital requirements. For the year ended December 31, 2019, we recorded 0 impairment charges. During the years ended December 31, 2018 and 2017, we recorded impairment charges of $8.9 million and $13.9 million, respectively.

~~Real Estate Notes Receivable~~

We evaluate the carrying values of real estate notes receivable on an individual basis. Management periodically evaluates the realizability of future cash flows from real estate notes receivable when events or circumstances, such as the non-receipt of principal and interest payments and/or significant deterioration of the financial condition of the borrower, indicate that the carrying amount of the real estate notes receivable may not be recoverable. An impairment loss is recognized in current period earnings and is calculated as the difference between the carrying amounts of the real estate notes receivable and the discounted cash flows expected to be received, or if foreclosure is probable, the fair value of the collateral securing the real estate notes receivable. For the years ended December 31, 2019, 2018 and 2017, there were 0 impairment losses.

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

~~Unconsolidated Joint Ventures~~

We account for our investments in unconsolidated joint ventures using the equity method of accounting because we have the ability to exercise significant influence, but not control, over the financial and operational policy decisions of the investments. Using the equity method of accounting, the initial investment is recognized at cost and subsequently adjusted for our share of the net income and any distributions from the joint venture. As of December 31, 2019 and 2018, we had a 50% interest in one such investment with a carrying value and maximum exposure to risk of $65.9 million and $67.2 million, respectively, which is recorded in investment in unconsolidated joint venture in the accompanying consolidated balance sheets. We record our share of net income in income from unconsolidated joint venture in the accompanying consolidated statements of operations. For the years ended December 31, 2019, 2018, and 2017, we recognized income of $1.9 million, $1.7 million, and $0.8 million, respectively.

~~Derivative Financial Instruments~~

We are exposed to the effect of interest rate changes in the normal course of business. We seek to mitigate these risks by following established risk management policies and procedures which include the occasional use of derivatives. Our primary strategy in entering into derivative contracts is to add stability to interest expense and to manage our exposure to interest rate movements. We utilize derivative instruments, including interest rate swaps, to effectively convert a portion of our variable rate debt to fixed rate debt. We do not enter into derivative instruments for speculative purposes. To qualify for hedge accounting, derivative financial instruments used for risk management purposes must effectively reduce the risk exposure that they are designed to hedge. In addition, at inception of a qualifying cash flow hedging relationship, the underlying transaction or transactions, must be, and are expected to remain, probable of occurring in accordance with our related assertions.

Derivatives are recognized as either assets or liabilities in our accompanying consolidated balance sheets and are measured at fair value. Changes in fair value of derivative financial instruments that are not designated in hedging relationships or that do not meet the criteria of hedge accounting are included as a component of interest expense in our accompanying consolidated statements of operations. As a result of our adoption of ASU 2017-12 as of January 1, 2018, the entire change in the fair value of derivatives designated and qualify as cash flow hedges are recorded in accumulated other comprehensive income (loss) in the accompanying consolidated balance sheets and are subsequently reclassified into earnings in the period in which the hedged forecasted transaction affects earnings. Since we solely use derivatives to hedge interest rate risk, amounts paid or received pursuant to our derivative agreements are included in interest expense on the consolidated statements of operations which then flows through to operating activities on the consolidated statements of cash flows. Additionally, as a result of the adoption of ASU 2017-12, we no longer disclose the ineffective portion of the change in fair value of our derivatives financial instruments designated as hedges.

The valuation of our derivative financial instruments are determined with the assistance of an independent valuation specialist using a proprietary model that utilizes widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative and observable inputs. The proprietary model reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves, foreign exchange rates and implied volatilities. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves.

We incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees.

~~Fair Value Measurements~~

Fair value is a market-based measurement and is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Depending on the nature of the asset or liability, various techniques and assumptions can be used to estimate the fair value. Financial assets and liabilities are measured using inputs from three levels of the fair value hierarchy, as follows:

Level 1 — Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access at the measurement date. An active market is defined as a market in which transactions for the assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

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

Level 2 — Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active (markets with few transactions), inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.) and inputs that are derived principally from or corroborated by observable market data correlation or other means (market corroborated inputs).

~~Level 3 — Unobservable inputs, only used to the extent that observable inputs are not available, reflect our assumptions about the pricing of an asset or liability.~~

~~We use fair value measurements to record fair value of certain assets and to estimate fair value of financial instruments not recorded at fair value but required to be disclosed at fair value.~~

~~Receivables and Other Assets~~

Deferred financing costs include amounts paid to lenders and others to obtain financing and are amortized to interest expense on a straight-line basis over the term of the unsecured revolving credit facility which approximates the effective interest method. Deferred leasing costs are amounts incurred in executing a lease, both for external broker and marketing costs, plus a portion of internal leasing related costs. Deferred leasing costs are amortized on a straight-line basis method over the term of the applicable lease. Deferred leasing costs are included in operating activities in our accompanying consolidated statements of cash flows.

~~Share-Based Compensation~~

We calculate the fair value of share-based awards on the date of grant. Restricted common stock is valued based on the closing price of our common stock on the NYSE. We amortize the share-based compensation expense over the period that the awards are expected to vest, net of estimated forfeitures. See Note 12 - Stockholders’ Equity and Partners’ Capital for further discussion.

~~Redeemable Noncontrolling Interests~~

We account for redeemable equity securities in accordance with ASU 2009-04 Liabilities (Topic 480): Accounting for Redeemable Equity Instruments, which requires that equity securities redeemable at the option of the holder, not solely within our control, be classified outside permanent stockholders’ equity. We classify redeemable equity securities as redeemable noncontrolling interests in the accompanying consolidated balances sheets. Accordingly, we record the carrying amount at the greater of the initial carrying amount (increased or decreased for the noncontrolling interest’s share of net income or loss and distributions) or the redemption value. We measure the redemption value and record an adjustment to the carrying value of the equity securities as a component of redeemable noncontrolling interest. As of December 31, 2019, all redeemable noncontrolling interests have either converted their interest to OP Units or received cash proceeds due to the last exercisable put option that lapsed on June 30, 2019. As of December 31, 2018, we had redeemable noncontrolling interests of $6.5 million. Refer to Note 11 - Redeemable Noncontrolling Interests in the accompanying notes to the consolidated financial statements for more detail relating to our redeemable noncontrolling interests.

~~Noncontrolling Interests~~

HTA’s net income attributable to noncontrolling interests in the accompanying consolidated statements of operations relate to both noncontrolling interest reflected within equity and redeemable noncontrolling interests reflected outside of equity in the accompanying consolidated balance sheets. OP Units, including LTIP awards, are accounted for as partners’ capital in HTALP’s accompanying consolidated balance sheets and as noncontrolling interest reflected within equity in HTA’s accompanying consolidated balance sheets.

~~Income Taxes~~

HTA believes that it has qualified to be taxed as a REIT under the provisions of the Code, beginning with the taxable year ending December 31, 2007 and it intends to continue to qualify to be taxed as a REIT. To continue to qualify as a REIT for federal income tax purposes, HTA must meet certain organizational and operational requirements, including a requirement to pay dividend distributions to its stockholders of at least 90% of its annual taxable income. As a REIT, HTA is generally not subject to federal income tax on net income that it distributes to its stockholders, but it may be subject to certain state or local taxes on its income and property.

If HTA fails to qualify as a REIT in any taxable year, it will then be subject to U.S. federal income taxes on our taxable income and will not be permitted to qualify for treatment as a REIT for U.S. federal income tax purposes for four years following the year during which qualification is lost unless the IRS grants it relief under certain statutory provisions. Such an event could have a material adverse effect on its business, financial condition, results of operations and net cash available for dividend distributions to its stockholders.

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

HTA conducts substantially all of its operations through HTALP. As a partnership, HTALP generally is not liable for federal income taxes. The income and loss from the operations of HTALP is included in the tax returns of its partners, including HTA, who are responsible for reporting their allocable share of the partnership income and loss. Accordingly, no provision for income taxes has been made on the accompanying consolidated financial statements.

We do not have any liability for uncertain tax positions that we believe should be recognized in our accompanying consolidated financial statements. The tax basis exceeded the carrying amount of the net real estate assets reported in our accompanying consolidated balance sheet by approximately $606.6 million as of December 31, 2019, primarily due to the differences in depreciation and amortization.

~~Concentration of Credit Risk~~

We maintain the majority of our cash and cash equivalents at major financial institutions in the U.S. and deposits with these financial institutions may exceed the amount of insurance provided on such deposits; however, we regularly monitor the financial stability of these financial institutions and believe we are not currently exposed to any significant default risk with respect to these deposits. As of December 31, 2019, we had cash balances of $39.8 million in excess of Federal Deposit Insurance Corporation insured limits.

~~Segment Disclosure~~

We have determined that we have 1 reportable segment, with activities related to investing in healthcare real estate assets. Our investments in healthcare real estate assets are geographically diversified and our chief operating decision maker evaluates operating performance on an individual asset level. As each of our assets has similar economic characteristics, long-term financial performance, tenants, and products and services, our assets have been aggregated into 1 reportable segment.

~~Recently Issued or Adopted Accounting Pronouncements~~

~~Recently Adopted Accounting Pronouncements~~

~~Topic 842, Leases~~

We adopted Topic 842 as of January 1, 2019 and elected to use the optional transition method, which allows us to recognize a cumulative-effect adjustment to the opening balance of retained earnings at January 1, 2019. Using the optional transition method, the cumulative effect adjustment was immaterial and as such no adjustment was made to beginning retained earnings. In addition, it was determined in our analysis that finance leases which we are the lessee were immaterial and as such were excluded from our disclosures.

~~In addition to electing the optional transition method above, we also elected the following practical expedients offered by the FASB which will allow us:~~

to not reassess: (i) whether an expired or existing contract contains a lease arrangement; (ii) lease classification related to expired or existing lease arrangements; or (iii) whether costs incurred on expired or existing leases qualify as initial direct costs;

to not separate, as the lessor, certain non-lease components, such as common area maintenance from lease revenue if the (i) timing and pattern of revenue recognition are the same for the non-lease component, and (ii) related lease component and the combined single lease component would be classified as an operating lease;

~~to exclude land easements from assessment in determining whether they meet the definition of a lease up to the time of adoption; and~~

~~to not record on our accompanying consolidated balance sheets, lease liabilities and ROU assets with lease terms of 12 months or less.~~

~~Lessee Impact~~

Leases for which we are the lessee, including ground leases and corporate leases, which are primarily for office space, have been recorded on our accompanying consolidated balance sheets as either finance or operating leases with lease liability obligations and corresponding ROU assets based on the present value of the minimum rental payments remaining as of the initial adoption date of January 1, 2019.

~~Lessor Impact~~

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

Topic 842 modifies the treatment of initial direct costs, which historically under Topic 840 have been capitalized upon meeting criteria provided for in that applicable guidance. These initial direct costs now under ASC 842 are eligible for capitalization only if they are incremental in nature, (i.e., would only be incurred if we enter into a new lease arrangement). Under this guidance, only commissions paid and other incurred costs incremental to our leasing activity qualify as initial direct costs. These costs, which were previously capitalized, have been classified as general and administrative expenses on our accompanying consolidated statements of operations. For the year ended December 31, 2018, we capitalized approximately $4.9 million of initial direct costs.

Additionally, as part of Topic 842, ASU 2018-20 states that (i) a lessor must analyze sales (and other similar) tax laws on a jurisdiction-by-jurisdiction basis to determine whether those taxes are lessor costs or lessee costs and (ii) a lessor shall exclude from variable payments, lessor costs (i.e., property taxes, insurance) paid by a lessee directly to a third party. However, costs that are paid by a lessor directly to a third party and are reimbursed by a lessee are considered lessor costs that shall be accounted for by the lessor as variable payments. As a result of the adoption of Topic 842, we no longer record income or expense when the lessee pays the property taxes directly to a third party. For the year ended December 31, 2018, we recognized approximately $13.9 million of tenant paid property taxes.

~~Except where stated above, the adoption of Topic 842 did not have a substantive impact on our results of operations and cash flows and no significant impact on any of our debt covenants.~~

~~ASU 2018-07, Compensation - Stock Compensation; Improvements to Nonemployee Share-Based Payment Accounting~~

In June 2018, the FASB issued ASU 2018-07, which expands the scope of Topic 718. The amendments specify that ASU 2018-07 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. ASU 2018-07 also clarifies that it does not apply to share-based payments used to effectively provide (i) financing to the issuer or (ii) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606. We adopted ASU 2018-07 on January 1, 2019 (the effective date) and did not have any reclassifications or material impacts on our consolidated financial statements as a result of this adoption.

~~Recently Issued Accounting Pronouncements~~

ASU 2016-13, Financial Instruments Credit Losses; Measurement of Credit Losses on Financial Instruments and ASU 2018-19, 2019-04 and 2019-05, Improvements to Topic 326, Financial Instruments-Credit Losses

In June 2016, the FASB issued ASU 2016-13, which is intended to improve financial reporting by requiring more timely recognition of credit losses on loans and other financial instruments that are not accounted for at fair value through net income, including loans held for investment, held-to-maturity debt securities, trade and other receivables, net investment in leases and other such commitments. ASU 2016-13 requires that financial statement assets measured at an amortized cost be presented at the net amount expected to be collected through an allowance for credit losses that is deducted from the amortized cost basis. ASU 2018-19 also clarifies that receivables arising from operating leases are not within the scope of Subtopic 326-20. Instead, impairment of these receivables should be accounted for in accordance with Topic 842, Leases. ASU 2019-04 provides clarification on the measurement, presentation and disclosure of credit losses on financial assets. ASU 2019-05 provides an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis for comparability to any new financial assets that elect the fair value option. We adopted ASU 2016-13, ASU 2018-19, ASU 2019-04 and ASU 2019-05 collectively as of January 1, 2020 (the effective date). We expect no material impact to our consolidated financial statements and related notes based on our completed evaluation.

~~ASU 2018-13, Fair Value Measurement; Changes to the Disclosure Requirements for Fair Value Measurement~~

In August 2018, the FASB issued ASU 2018-13, which modifies the disclosure requirements on fair value measurements in Topic 820 as follows: (a) disclosure removals: (i) the amount of and reasons for transfers between Level 1 and Level 2; (ii) the policy for timing of transfers between levels; and (iii) the valuation process for Level 3 fair value measurements; (b) disclosure modifications: (i) no requirement to disclose the timing of liquidation unless the investee has communicated the timing to the reporting entity or announced the timing publicly; and (ii) for Level 3 fair value measurements, a narrative description of measurement uncertainty at the reporting date, not the sensitivity to future changes; and (c) disclosure additions: (i) for recurring Level 3 measurements, disclose the changes in unrealized gains and losses for the period included in OCI and the statement of comprehensive income; and (ii) for Level 3 fair value measurements in the table of significant input, disclose the range and weighted average of the significant unobservable inputs and the way it is calculated. We adopted ASU 2018-13 as of January 1, 2020 (the effective date) and considered all level inputs. We expect no material impact to our consolidated financial statements and related notes based on our completed evaluation.

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

~~3. Investments in Real Estate~~

For the year ended December 31, 2019, our investments had an aggregate purchase price of $560.5 million. As part of these investments, we incurred approximately $2.5 million of capitalized costs. The allocations for these investments, in which we own a controlling financial interest, are set forth below in the aggregate for the years ended December 31, 2019, 2018 and 2017, respectively (in thousands):

Year Ended December 31,
2019 2018 2017
Land $ 108,709
$ 1,895
$ 100,922
Building and improvements 396,660
14,458
2,358,771
In place leases 51,629
1,237
190,020
Below market leases (5,187 ) (201 ) (27,849 )
Above market leases 3,487
—
12,180
Below market leasehold interests —
—
54,252
Above market leasehold interests —
—
(8,978 )
Net assets acquired 555,298
17,389
2,679,318
Other, net ⁽¹⁾
5,158
447
60,913
Aggregate purchase price $ 560,456
$ 17,836
$ 2,740,231

(1) Other, net, consisted primarily of tenant improvements and capital expenditures received as credits at the time of acquisition.

~~The acquired intangible assets and liabilities referenced above had weighted average lives of the following terms for the years ended December 31, 2019, 2018 and 2017, respectively (in years):~~

Year Ended December 31,
2019 2018 2017
Acquired intangible assets 5.7 5.8 20.2
Acquired intangible liabilities 7.0 6.5 19.7

~~4. Dispositions and Impairment~~

~~Dispositions~~

During the year ended December 31, 2019, we completed the disposition of 4 MOBs, located in South Carolina and New Mexico for an aggregate gross sales price of $4.9 million, representing approximately 51,000 square feet of GLA, and generated net losses of approximately $0.2 million. Additionally, subsequent to December 31, 2019, we sold part of our interest in undeveloped land in Miami, FL for a gross sales price of $7.6 million which is estimated to result in a net gain of approximately $2.0 million. As of December 31, 2019, the value of the land sold, $4.0 million, was classified as held for sale in other assets.

During the year ended December 31, 2018, we completed the disposition of 20 MOBs, primarily located in Greenville, South Carolina for an aggregate gross sales price of $308.6 million, representing approximately 1.2 million square feet of GLA, and generating net gains of approximately $166.0 million. These dispositions consisted of the following:


◦	In August 2018, we completed the Greenville Disposition, which consisted of 17 MOBs for an aggregate gross sales price of $294.3 million in 2 transactions, representing approximately 1.0 million square feet of GLA and included a single MOB which we classified as held for sale as of June 30, 2018.


◦	~~Additionally, we completed the disposition of 3MOBs located in Derry, New Hampshire, North Adams, Massachusetts and Memphis, TN for an aggregate gross sales price of $14.3 million, representing approximately 0.2 million square feet of GLA.~~

During the year ended December 31, 2017, we completed dispositions of 4 MOBs located in Wisconsin, California and Texas for an aggregate gross sales price of $85.2 million, generating net gains of $37.8 million.

~~Impairment~~

During the year ended December 31, 2019, we recorded 0 impairment charges. During the year ended December 31, 2018, we recorded impairment charges of $8.9 million on 6 MOBs located in Tennessee, Texas and South Carolina. During the year ended December 31, 2017, we recorded impairment charges of $13.9 million related to 2 MOBs and a portfolio of MOBs located in Massachusetts, South Carolina and Texas.

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

~~5. Intangible Assets and Liabilities~~

~~Intangible assets and liabilities consisted of the following as of December 31, 2019 and 2018, respectively (in thousands, except weighted average remaining amortization terms):~~

December 31, 2019 December 31, 2018
Balance
Weighted Average Remaining
Amortization in Years
Balance
Weighted Average Remaining
Amortization in Years
Assets:
In place leases $ 481,173
9.5 $ 449,424
9.8
Tenant relationships 146,893
9.7 150,440
9.4
Above market leases 37,613
6.2 36,862
6.1
Below market leasehold interests ⁽¹⁾
—
— 91,759
64.3
665,679
728,485

Accumulated amortization (387,827 ) (355,576 )
Total $ 277,852
9.4 $ 372,909
22.1

Liabilities:
Below market leases $ 65,966
13.9 $ 61,395
14.6
Above market leasehold interests ⁽¹⁾
—
— 20,610
49.2
65,966
82,005

Accumulated amortization (27,187 ) (20,859 )
Total $ 38,779
13.9 $ 61,146
25.3

(1) As a result of the adoption of Topic 842 on January 1, 2019, the presentation of below and above market leasehold interests as of December 31, 2019 does not conform to the prior year presentation.

~~The following is a summary of the net intangible amortization for the years ended December 31, 2019, 2018 and 2017, respectively (in thousands):~~

Year Ended December 31,
2019 2018 2017
Amortization recorded against rental income related to above and (below) market leases $ (4,422 ) $ (913 ) $ (526 )
Rental expense related to above and (below) market leasehold interests ⁽¹⁾
—
1,129
880
Amortization expense related to in place leases and tenant relationships 60,363
68,394
64,896

(1) As a result of the adoption of Topic 842 on January 1, 2019, the presentation of rental expense related to above and below market leasehold interests for the year ended December 31, 2019 does not conform to the prior year presentation.

~~As of December 31, 2019, the amortization of intangible assets and liabilities is as follows (in thousands):~~

Year Assets Liabilities
2020 $ 56,609
$ 7,138
2021 43,795
4,955
2022 33,695
4,346
2023 27,472
3,719
2024 22,656
3,160
Thereafter 93,625
15,461
Total $ 277,852
$ 38,779

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

~~6. Receivables and Other Assets~~

~~Receivables and other assets consisted of the following as of December 31, 2019 and 2018, respectively (in thousands):~~

December 31,
2019 2018
Tenant receivables, net $ 11,801
$ 14,588
Other receivables, net 13,786
16,078
Deferred financing costs, net 4,325
6,049
Deferred leasing costs, net 36,586
30,731
Straight-line rent receivables, net 107,800
92,973
Prepaid expenses, deposits, equipment and other, net 48,505
61,885
Derivative financial instruments - interest rate swaps 3,011
1,111
Finance ROU asset, net 3,409
—
Insurance receivable ⁽¹⁾
3,817
—
Held for sale assets 3,984
—
Total $ 237,024
$ 223,415

(1) Amount primarily relates to an involuntary conversion at one of our properties in the amount of $3.7 million. Pursuant to applicable accounting guidance, we deemed the receipt of funds from our insurance company probable and expect the funds to fully cover, less our immaterial deductible, the damages we experienced.

~~The following is a summary of the amortization of deferred leasing costs and financing costs for the years ended December 31, 2019, 2018 and 2017, respectively (in thousands):~~

Year Ended December 31, 2019
2019 2018 2017
Amortization expense related to deferred leasing costs $ 7,976
$ 6,252
$ 5,672
Interest expense related to deferred financing costs 1,724
1,724
1,492

~~As of December 31, 2019, the amortization of deferred leasing costs and financing costs is as follows (in thousands):~~

Year Amount
2020 $ 9,309
2021 8,450
2022 6,449
2023 4,075
2024 3,096
Thereafter 9,532
Total $ 40,911

~~7. Leases~~

~~The majority of our lease expenses are derived from our ground leases and a few corporate leases, which are primarily for office space~~. We recognize lease expense for these leases on a straight-line basis over the lease term. Many of our leases contain renewal options that can extend the lease term from one to ten years, or in certain cases, longer durations. The exercise of lease renewal options is at our sole discretion. Certain of our ground leases have the option to purchase the land at the end of the initial term. Our leases have one of the following payment options: (i) fixed payment throughout the term; (ii) fixed payments with periodic escalations; (iii) variable lease payments based on the Consumer Price Index (“CPI”) or another similar index; and (iv) a combination of the aforementioned. Our leases do not contain any material residual value guarantees or material restrictive covenants other than certain prohibitions as to the nature of business that can be conducted within the buildings which we own in order to limit activities that may be deemed competitive in nature to the ground lessor’s activities. As of December 31, 2019, we have no new ground leases or corporate leases that have not yet commenced.

As part of the adoption of Topic 842, a lease liability and a corresponding ROU asset was recorded on our accompanying consolidated balance sheets effective January 1, 2019. The lease liability was calculated as the present value of the remaining lease payments using the lease term at lease commencement and an incremental borrowing rate. In determining this calculation, we made the following assumptions and judgments:

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only material ground leases and corporate leases exceeding one year in duration were included in our lease population. Office equipment and other non-essential leases were excluded from this population due to immateriality; and

a series of incremental borrowing rates were determined based on observed prices and credit spreads of our unsecured senior debt as of December 31, 2018 after applying treasury or other similar index rates as of January 1, 2019 to leases that correspond to the remaining lease terms, adjusted for the effects of collateral.

At adoption, the ROU asset was calculated as the sum of the lease liability, deferred rent of approximately $(19.0) million, and the above and below market leasehold interest balances as of December 31, 2018 of approximately $66.5 million, which were previously recorded as other intangibles and intangible liabilities on our accompanying consolidated balance sheets.

~~In addition, in November 2019, the commencement date of the previously disclosed ground lease occurred. Based on our analysis, we concluded that its classification was a finance lease.~~

~~Lessee - Lease Costs~~

~~Lease costs consisted of the following for the year ended December 31, 2019 (in thousands):~~

Year Ended December 31, 2019
Operating lease cost $ 12,529
Variable lease cost 1,483
Finance lease cost:
Amortization of right of use assets 8
Interest on lease liabilities 25
Total lease cost $ 14,045

~~Lessee - Lease Term and Discount Rates~~

The following is the weighted average remaining lease term and the weighted average discount rate for our operating and finance leases as of December 31, 2019 (weighted average remaining lease term in years):



	~~December 31, 2019~~
~~Operating leases:~~
~~Weighted-average remaining lease term~~	~~47.3~~
~~Weighted-average discount rate~~	~~5.3~~	%
~~Finance leases:~~
~~Weighted-average remaining lease term~~	~~50.0~~
~~Weighted-average discount rate~~	~~4.4~~	%

~~Lessee - Maturity of Lease Liabilities~~

We have ground leases and other operating leases with landlords that generally require fixed annual rental payments and may also include escalation clauses and renewal options. These leases generally have terms up to 99 years, excluding extension options. The following table summarizes the future minimum lease obligations of our operating and finance leases as of December 31, 2019 under Topic 842 (in thousands):

Year Operating leases Finance leases
2020 $ 10,308
$ 125
2021 10,440
125
2022 10,630
125
2023 10,763
125
2024 9,948
126
Thereafter 622,618
9,281
Total undiscounted lease payments $ 674,707
$ 9,907
Less: Interest (476,057 ) (6,488 )
Present value of lease liabilities $ 198,650
$ 3,419

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~~Under the previous lease accounting standard, Topic 840, the following table summarizes the future minimum lease obligations of our operating leases as of December 31, 2018 (in thousands):~~

Year Amount
2019 $ 10,309
2020 10,408
2021 9,877
2022 10,031
2023 10,132
Thereafter 639,234
Total $ 689,991

~~Lessor - Lease Revenues and Maturity of Future Minimum Rents~~

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

~~For the year ended December 31, 2019, we recognized $686.2 million of rental and other lease-related income related to our operating leases of which $154.3 million were variable lease payments.~~

The following table summarizes the future minimum rent contractually due under operating leases, excluding tenant reimbursements of certain costs, as of December 31, 2019 under Topic 842 (in thousands):

Year Amount
2020 $ 526,431
2021 475,822
2022 419,219
2023 366,336
2024 320,190
Thereafter 1,279,376
Total $ 3,387,374

Under the previous lease accounting standard, Topic 840, the following table summarizes the future minimum rent contractually due under operating leases, excluding tenant reimbursements of certain costs, as of December 31, 2018 (in thousands):

Year Amount
2019 $ 497,083
2020 448,956
2021 401,871
2022 341,889
2023 294,451
Thereafter 1,244,246
Total $ 3,228,496

A certain amount of our rental income is from tenants with leases which are subject to contingent rent provisions. These contingent rents are subject to the tenant achieving periodic revenues in excess of specified levels. For the years ended December 31, 2019, 2018 and 2017, the amount of contingent rent earned by us was not significant.

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~~8. Debt~~

~~Debt consisted of the following as of December 31, 2019 and 2018, respectively (in thousands):~~

December 31,
2019 2018
Unsecured revolving credit facility $ 100,000
$ —
Unsecured term loans 500,000
500,000
Unsecured senior notes 2,050,000
1,850,000
Fixed rate mortgages 114,060
211,421
2,764,060
2,561,421
Deferred financing costs, net (16,255 ) (13,741 )
Net premium (discount) 1,970
(6,448 )
Total $ 2,749,775
$ 2,541,232

~~Unsecured Credit Agreement~~

~~Unsecured Revolving Credit Facility due 2022~~

In 2017, HTALP entered into an amended and restated $1.3 billion unsecured credit agreement (the “Unsecured Credit Agreement”) which increased the amount available under the unsecured revolving credit facility to $1.0 billion and extended the maturities of the unsecured revolving credit facility to June 30, 2022 and for the $300.0 million unsecured term loan referenced below until February 1, 2023. The maximum principal amount of the Unsecured Credit Agreement may be increased by up to $750.0 million, subject to certain conditions, for a total principal amount of $2.05 billion.

Borrowings under the unsecured revolving credit facility accrue interest at a rate equal to adjusted LIBOR, plus a margin ranging from 0.83% to 1.55% per annum based on our credit rating. We also pay a facility fee ranging from 0.13% to 0.30% per annum on the aggregate commitments under the unsecured revolving credit facility. As of December 31, 2019, the margin associated with our borrowings was 1.00% per annum and the facility fee was 0.20% per annum.

~~Unsecured Term Loan due 2023~~

In 2017, we entered into the Unsecured Credit Agreement as noted above. As part of this agreement, we obtained a $300.0 million unsecured term loan that was guaranteed by HTA with a maturity date of February 1, 2023. Borrowings under this unsecured term loan accrue interest equal to adjusted LIBOR, plus a margin ranging from 0.90% to 1.75% per annum based on our credit rating. The margin associated with our borrowings as of December 31, 2019 was 1.10% per annum. Including the impact of the interest rate swaps associated with our unsecured term loan, the interest rate was 2.52% per annum, based on our current credit rating. As of December 31, 2019, HTALP had $300.0 million under this unsecured term loan outstanding.

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

In 2018, HTALP entered into a modification of our $200.0 million unsecured term loan previously due in 2023. The modification decreased pricing at our current credit rating by 65 basis points and extended the maturity date to January 15, 2024. The other material terms of the unsecured term loan prior to the modification remained substantially unchanged. Borrowings under the unsecured term loan accrue interest at a rate equal to LIBOR, plus a margin ranging from 0.75% to 1.65% per annum based on our credit rating. The margin associated with our borrowings as of December 31, 2019 was 1.00% per annum. HTALP had interest rate swaps on the balance, which resulted in a fixed interest rate at 2.32% per annum. As of December 31, 2019, HTALP had $200.0 million under this unsecured term loan outstanding.

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

In September 2019, in connection with HTALP’s issuance of $900.0 million of unsecured senior notes, all of the $300.0 million outstanding 2021 unsecured senior notes originally due to mature on July 15, 2021, including any accrued and unpaid interest and a make-whole provision, were redeemed in full, with net proceeds from the offering. The make-whole fee of $7.4 million is recorded in loss on extinguishment of debt in the accompanying consolidated statements of operations.

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

In September 2019, in connection with HTALP’s issuance of $900.0 million of unsecured senior notes, all of the $400.0 million outstanding 2022 unsecured senior notes originally due to mature on July 1, 2022, including any accrued and unpaid interest and a make-whole provision, were redeemed in full, with net proceeds from the offering. The make-whole fee of $10.9 million is recorded in loss on extinguishment of debt in the accompanying consolidated statements of operations.

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

As of December 31, 2019, HTALP had $300.0 million of unsecured senior notes outstanding that are guaranteed by us. These unsecured senior notes are registered under the Securities Act, bear interest at 3.70% per annum and are payable semi-annually. Additionally, these unsecured senior notes were offered at 99.19% of the principal amount thereof, with an effective yield to maturity of 3.80% per annum. As of December 31, 2019, HTALP had $300.0 million of these unsecured senior notes outstanding that mature on April 15, 2023.

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

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

~~$500.0 Million Unsecured Senior Notes due 2027~~

In 2017, in connection with the $400.0 million unsecured senior notes due 2022 referenced above, HTALP issued $500.0 million of unsecured senior notes that are guaranteed by us. These unsecured senior notes are registered under the Securities Act, bear interest at 3.75% per annum and are payable semi-annually. Additionally, these unsecured senior notes were offered at 99.49% of the principal amount thereof, with an effective yield to maturity of 3.81% per annum. As of December 31, 2019, HTALP had $500.0 million of these unsecured senior notes outstanding that mature on July 1, 2027.

~~$650.0 million Unsecured Senior Notes due 2030~~

In September 2019, in connection with the $250.0 million additional unsecured senior notes due 2026 referenced above, HTALP issued $650.0 million of unsecured senior notes that are guaranteed by HTA. These unsecured senior notes are registered under the Securities Act, bear interest at 3.10% per annum and are payable semi-annually. Additionally, these unsecured senior notes were offered at 99.66% of the principal amount thereof, with an effective yield to maturity of 3.14% per annum. As of December 31, 2019, HTALP had $650.0 million of these unsecured senior notes outstanding that mature on February 15, 2030.

~~Fixed Rate Mortgages~~

In 2017, we were required by the seller under the Duke acquisition to execute a promissory note (the “Promissory Note”), as the borrower, for a part of the purchase price, secured by a senior secured first lien, subject to customary non-recourse carve-outs, in the amount of $286.0 million. The Promissory Note bears interest at 4.0% per annum and is payable in 3 equal payments maturing on January 10, 2020 and is guaranteed by us. As of December 31, 2019, the outstanding balance was $95.0 million, which was paid on January 10, 2020.

During the year ended December 31, 2019, we paid approximately $97.4 million of our fixed rate mortgages. As of December 31, 2019, HTALP and its subsidiaries had mortgages with interest rates ranging from 2.85% to 4.00% per annum and a weighted average interest rate of 3.93% per annum.

~~Future Debt Maturities~~

~~The following table summarizes the debt maturities and scheduled principal repayments of our indebtedness as of December 31, 2019 (in thousands):~~

Year Amount
2020 $ 97,430
2021 2,504
2022 102,005
2023 612,121
2024 200,000
Thereafter 1,750,000
Total $ 2,764,060

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~~Deferred Financing Costs~~

~~As of December 31, 2019, the future amortization of our deferred financing costs is as follows (in thousands):~~

Year Amount
2020 $ 2,838
2021 2,651
2022 2,652
2023 1,934
2024 1,431
Thereafter 4,749
Total $ 16,255

~~Debt Covenants~~

We are required by the terms of our applicable loan agreements to meet various affirmative and negative covenants that we believe are customary for these types of facilities, such as limitations on the incurrence of debt by us and our subsidiaries that own unencumbered assets, limitations on the nature of HTALP’s business, and limitations on distributions by HTALP and its subsidiaries that own unencumbered assets. Our loan agreements also impose various financial covenants on us, such as a maximum ratio of total indebtedness to total asset value, a minimum ratio of EBITDA to fixed charges, a minimum tangible net worth covenant, a maximum ratio of unsecured indebtedness to unencumbered asset value, rent coverage ratios and a minimum ratio of unencumbered NOI to unsecured interest expense. As of December 31, 2019, we believe that we were in compliance with all such financial covenants and reporting requirements. In addition, certain of our loan agreements include events of default provisions that we believe are customary for these types of facilities, including restricting us from making dividend distributions to our stockholders in the event we are in default thereunder, except to the extent necessary for us to maintain our REIT status.

~~9. Derivative Financial Instruments and Hedging Activities~~

~~Risk Management Objective of Using Derivative Financial Instruments~~

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

~~Cash Flow Hedges of Interest Rate Risk~~

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

As a result of our adoption of ASU 2017-12 as of January 1, 2018, the entire change in the fair value of derivatives designated and qualify as cash flow hedges are recorded in accumulated other comprehensive income (loss) in the accompanying consolidated balance sheets and are subsequently reclassified into earnings in the period in which the hedged forecasted transaction affects earnings. During the year ended December 31, 2019, such derivatives were used to hedge the variable cash flows associated with variable rate debt. Additionally, as a result of the foregoing adoption of ASU 2017-12, we no longer disclose the ineffective portion of the change in fair value of our derivatives financial instruments designated as hedges.

Amounts reported in accumulated other comprehensive income (loss) in the accompanying consolidated balance sheets related to derivatives will be reclassified to interest expense as interest payments are made on our variable rate debt. During the

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next twelve months, we estimate that an additional $1.2 million will be reclassified from other comprehensive income (loss) in the accompanying consolidated balance sheets as an increase to interest related to derivative financial instruments in the accompanying consolidated statements of operations.

In August 2018, we settled three of our five cash flow hedges utilizing net proceeds from the Greenville Disposition to do so. See Note 4 - Dispositions and Impairment in the accompanying notes to the consolidated financial statements for more detail on the Greenville Disposition. As of December 31, 2019, we had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (in thousands, except number of instruments):



~~Cash Flow Hedges~~		~~December 31, 2019~~
~~Number of instruments~~		7
~~Notional amount~~		~~500,000~~

The table below presents the fair value of our derivative financial instruments designated as a hedge as well as our classification in the accompanying consolidated balance sheets as of December 31, 2019 and 2018, respectively (in thousands). We had no offsetting derivatives as of December 31, 2019.

Asset Derivatives Liability Derivatives
Fair Value at: Fair Value at:
Derivatives Designated as Hedging Instruments:
Balance Sheet
Location
December 31, 2019 December 31, 2018
Balance Sheet
Location
December 31, 2019 December 31, 2018
Interest rate swaps Receivables and other assets $ 3,011
$ 1,111
Derivative financial instruments $ 29
$ —

The table below presents the gain or loss recognized on our derivative financial instruments designated as hedges as well as our classification in the accompanying consolidated statements of operations for the years ended December 31, 2019 and 2018, respectively (in thousands). As a result of the foregoing adoption of ASU 2017-12, we no longer disclose the ineffective portion of the change in fair value of our derivative financial instruments designated as hedges.

Gain (Loss) Recognized in OCI on Derivative
Gain (Loss) Reclassified from Accumulated OCI into Income ⁽¹⁾
Year Ended December 31, Year Ended December 31,
Derivatives Cash Flow Hedging Relationships: 2019 2018 Statement of Operations Location 2019 2018
Interest rate swaps $ 5,910
$ 1,385
Interest related to derivative financial instruments $ 1,594
$ 746

(1) For the year ended December 31, 2018, due to the settlement of three cash flow hedges that was a result of the prepayment of its associated debt, a forecasted amount of gain reclassified from accumulated OCI to income in the amount of approximately $0.6 million will not occur. This reclassification was reported in loss on extinguishment of debt on the accompanying consolidated statements of operations.

~~Non-Designated Hedges~~

Derivatives not designated as hedges are not speculative and are used to manage our exposure to interest rate movements and other identified risks, but do not meet the strict hedge accounting requirements of ASC 815 - Derivatives and Hedging. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly to gain or loss on change in fair value of derivative financial instruments in the accompanying consolidated statements of operations. There were 0 non-designated hedges as of December 31, 2019 and 2018, respectively.

~~Credit Risk Related Contingent Features~~

We have agreements with each of our derivative counterparties that contain a provision that if we default on any of our indebtedness, including a default where repayment of the indebtedness has not been accelerated by the lender, then we could also be declared in default on our derivative obligations.

We also have agreements with each of our derivative counterparties that incorporate provisions from our indebtedness with a lender affiliate of the derivative counterparty requiring it to maintain certain minimum financial covenant ratios on our indebtedness. Failure to comply with the covenant provisions would result in us being in default on any derivative instrument obligations covered by these agreements.

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As of December 31, 2019, there is $29 thousand of the fair value of derivatives in a net liability position. As of December 31, 2019, we have not posted any collateral related to these agreements and we were not in breach of any of the provisions of these agreements. As such, there is no termination value as of December 31, 2019. If we had breached any of the provisions of these agreements, we could have been required to settle our obligations under these agreements.

~~10. Commitments and Contingencies~~

~~Litigation~~

We engage in litigation from time to time with various parties as a routine part of our business, including tenant defaults. However, we are not presently subject to any material litigation nor, to our knowledge, is any material litigation threatened against us, which if determined unfavorably to us, would have a material effect on our consolidated financial position, results of operations or cash flows.

~~Environmental Matters~~

We follow the policy of monitoring our properties for the presence of hazardous or toxic substances. While there can be no assurance that a material environmental liability does not exist at our properties, we are not currently aware of any environmental liability with respect to our properties that would have a material effect on our consolidated financial position, results of operations or cash flows. Further, we are not aware of any material environmental liability or any unasserted claim or assessment with respect to an environmental liability at our properties that we believe would require additional disclosure or the recording of a loss contingency.

~~Other~~

Our other commitments and contingencies include the usual obligations of real estate owners and operators in the normal course of business. In our opinion, these matters are not expected to have a material effect on our consolidated financial position, results of operations or cash flows.

~~11. Redeemable Noncontrolling Interests~~

As discussed in Note 2 - Summary of Significant Accounting Policies, redeemable noncontrolling interests in the accompanying consolidated balance sheets represent the noncontrolling interest in a joint venture in which we own the majority interest. The noncontrolling interest holders in the joint venture have the option to redeem their noncontrolling interest through the exercise of put options that were issued at the initial formation of the joint venture. The last exercisable put option lapsed on June 30, 2019. The redemption price was based on the fair value of their interest at the time of option exercise. As of December 31, 2019, all redeemable noncontrolling interests have either converted their interest to OP Units or received cash proceeds.

~~The following is summary of the activity of our redeemable noncontrolling interests as of December 31, 2019 and 2018, respectively (in thousands):~~

December 31,
2019 2018
Beginning balance $ 6,544
$ 6,737
Net income attributable to noncontrolling interests 66
89
Distributions (141 ) (282 )
Fair value adjustment (425 ) —
Redemptions (3,441 ) —
Issuance of OP Units (2,603 ) —
Ending balance $ —
$ 6,544

~~12. Stockholders’ Equity and Partners’ Capital~~

HTALP’s operating partnership agreement provides that it will distribute cash flow from operations and net sale proceeds to its partners in accordance with their overall ownership interests at such times and in such amounts as the general partner determines. Dividend distributions are made such that a holder of 1 OP Unit in HTALP will receive distributions from HTALP in an amount equal to the dividend distributions paid to the holder of 1 share of our common stock. In addition, for each share of common stock issued or redeemed by us, HTALP issues or redeems a corresponding number of OP Units.

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~~Common Stock Offerings~~

In June 2018, we settled a forward sale arrangement pursuant to a forward equity agreement that we entered into in October 2017, which included the sale of approximately 2.6 million shares of our common stock for net proceeds of approximately $73.8 million, adjusted for costs to borrow equating to a net price to us of $28.94 per share of common stock.

In December 2018, we entered into new equity distribution agreements with various sales agents with respect to our ATM offering program of common stock with an aggregate sales amount of up to $500.0 million. We contemporaneously terminated our prior ATM equity distribution agreements. In November 2019, we upsized this ATM offering program with an additional $750.0 million available for issuance.

During the year ended December 31, 2019, we issued approximately 11.1 million shares of our common stock under our ATM for net proceeds of approximately $323.4 million, adjusted for costs to borrow equating to a net price to us of $29.14 per share of common stock.

In the fourth quarter of 2019, we entered into 3 forward sale arrangements pursuant to forward equity agreements, with anticipated net proceeds of $306.2 million with maturity dates in late 2020, subject to adjustments as provided in the forward equity agreement.

As of December 31, 2019, $591.9 million remained available for issuance by us under our current ATM. Refer to Note 14 - Per Share Data of HTA to these consolidated financial statements for a more detailed discussion related to our forward equity agreements.

~~Stock Repurchase Plan~~

In August 2018, our Board of Directors approved a stock repurchase plan authorizing us to purchase up to $300.0 million of our common stock from time to time prior to the expiration thereof on June 7, 2020. During the year ended December 31, 2019, we repurchased 345,786 shares of our outstanding common stock thereunder, at an average price of $24.65 per share, pursuant to this stock repurchase plan. During the year ended December 31, 2018, we repurchased approximately 2.6 million shares of our outstanding common stock thereunder, at an average price of $26.12 per share, for an aggregate amount of approximately $67.2 million, pursuant to this stock repurchase plan. As of December 31, 2019, the remaining amount of common stock available for repurchase under the stock repurchase plan was approximately $224.3 million.

~~Common Stock Dividends~~

See our accompanying consolidated statements of equity and changes in partners’ capital for the dividends declared during the years ended December 31, 2019, 2018 and 2017. On February 13, 2020, our Board of Directors announced a quarterly dividend of $0.315 per share of common stock and per OP Unit to be paid on April 9, 2020 to stockholders of record of our common stock and holders of our OP Units on April 2, 2020.

~~Incentive Plan~~

Our Incentive Plan permits the grant of incentive awards to our employees, officers, non-employee directors and consultants as selected by our Board of Directors. This Plan authorizes us to grant awards in any of the following forms: options; stock appreciation rights; restricted stock; restricted or deferred stock units; performance awards; dividend equivalents; other stock-based awards, including units in HTALP; and cash-based awards. Subject to adjustment as provided in the Plan, the aggregate number of awards reserved and available for issuance under the Plan is 5,000,000 shares. As of December 31, 2019, there were 1,066,892 awards available for grant under the Plan.

~~Restricted Common Stock~~

The weighted average fair value of restricted common stock granted during the years ended December 31, 2019, 2018 and 2017, were $26.08, $28.65 and $29.75, respectively. The fair value of restricted common stock for which the restriction lapsed during the years ended December 31, 2019, 2018 and 2017 were $8.9 million, $7.8 million and $5.9 million, respectively.

We recognized compensation expense, equal to the fair market value of HTA’s stock on the grant date, over the service period which is generally three to four years. For the years ended December 31, 2019, 2018 and 2017, we recognized compensation expense of $10.1 million, $9.8 million and $6.9 million respectively. Substantially all compensation expense was recorded in general and administrative expenses in the accompanying consolidated statements of operations.

~~As of December 31, 2019, we had $5.8 million of unrecognized compensation expense, net of estimated forfeitures, which we will recognize over a remaining weighted average period of 1.1 years.~~

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

~~The following is a summary of our restricted common stock activity as of December 31, 2019 and 2018, respectively:~~

December 31, 2019 December 31, 2018
Restricted Common Stock
Weighted
Average Grant
Date Fair Value
Restricted Common Stock
Weighted
Average Grant
Date Fair Value
Beginning balance 624,349
$ 29.35
589,606
$ 29.38
Granted 333,820
26.08
370,071
28.65
Vested (341,470 ) 28.51
(273,766 ) 28.50
Forfeited (15,712 ) 28.19
(61,562 ) 29.21
Ending balance 600,987
$ 28.04
624,349
$ 29.35

~~13. Fair Value of Financial Instruments~~

~~Financial Instruments Reported at Fair Value - Recurring~~

~~The table below presents the carrying amounts and fair values of our financial instruments on a recurring basis as of December 31, 2019 and 2018 (in thousands):~~

December 31, 2019 December 31, 2018
Carrying Amount Fair Value Carrying Amount Fair Value
Level 2 - Assets:
Derivative financial instruments $ 3,011
$ 3,011
$ 1,111
$ 1,111
Level 2 - Liabilities:
Derivative financial instruments $ 29
$ 29
$ —
$ —
Debt 2,749,775
2,826,983
2,541,232
2,508,599

The carrying amounts of cash and cash equivalents, tenant and other receivables, restricted cash, accounts payable, and accrued liabilities approximate fair value. There have been no transfers of assets or liabilities between levels. We will record any such transfers at the end of the reporting period in which a change of event occurs that results in a transfer. Although we have determined that the majority of the inputs used to value our cash flow hedges fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with these instruments utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties. However, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our cash flow hedge positions and have determined that the credit valuation adjustments are not significant to their overall valuation. As a result, we have determined that our cash flow hedge valuations in their entirety are classified in Level 2 of the fair value hierarchy.~~For further discussion of the assumptions considered, refer to Note 2 - Summary of Significant Accounting Policies.~~

~~Financial Instruments Reported at Fair Value - Non-Recurring~~

We also have assets that under certain conditions are subject to measurement at fair value on a non-recurring basis. This generally includes assets subject to impairment. Refer to Note 4 - Dispositions and Impairment to our consolidated financial statements for further detail.

~~14. Per Share Data of HTA~~

In October 2017, we entered a forward sale arrangement pursuant to a forward equity agreement to sell approximately 2.6 million shares of our common stock through our ATM. In June 2018, we settled our forward sale arrangement for proceeds of approximately $73.8 million, adjusted for costs to borrow equating to a net price to us of $28.94 per share of common stock.

To account for the forward equity agreement, we considered the accounting guidance governing financial instruments and derivatives and concluded that our forward equity agreement was not a liability as it did not embody obligations to repurchase our shares of common stock nor did it embody obligations to issue a variable number of shares for which the monetary value was predominately fixed, varying with something other than the fair value of the shares, or varying inversely in relation to our

~~Table of Contents~~

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

shares. We also evaluated whether the agreement met the derivatives and hedging guidance scope exception to be accounted for as an equity instrument and concluded that the agreement can be classified as an equity contract based on the following assessment: (i) the agreement did not exercise contingencies were based on observable markets or indices besides those related to the market for our own stock price and operations; and (ii) none of the settlement provisions precluded the agreement from being indexed to our own common stock.

In addition, we considered the potential dilution resulting from the forward equity agreement(s) on our earnings per common share calculations. We used the treasury method to determine the dilution resulting from the forward equity agreement(s) during the period of time prior to settlement. The number of weighted-average shares outstanding used in the computation of earnings per common share for the years ended December 31, 2019 and 2018, included the effect from the assumed issuance of 21.6 million and 2.6 million shares of our common stock, respectively, pursuant to the settlement(s) of the forward equity agreement(s) at the contractual price(s), less the assumed repurchase of our common stock at the average market price using the proceeds of approximately $629.5 million and $73.8 million, respectively, adjusted for costs to borrow. For the years ended December 31, 2019 and 2018, approximately 57,000 and 330,000, respectively, weighted-average incremental shares of our common stock were excluded from the computation of our weighted-average shares - diluted, as the impact was anti-dilutive.

We include unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents as “participating securities” pursuant to the two-class method. The resulting classes are our common stock and restricted stock. Our forward equity agreement is not considered a participating security and, therefore, is not included in the computation of earnings per share using the two-class method. For the years ended December 31, 2019, 2018 and 2017, all of our earnings were distributed and the calculated earnings per share amount would be the same for all classes.

The following is the reconciliation of the numerator and denominator used in basic and diluted earnings per share of HTA for the years ended December 31, 2019, 2018 and 2017, respectively (in thousands, except per share data):

Year Ended December 31,
2019 2018 2017
Numerator:
Net income $ 30,758
$ 217,626
$ 65,577
Net income attributable to noncontrolling interests (604 ) (4,163 ) (1,661 )
Net income attributable to common stockholders $ 30,154
$ 213,463
$ 63,916
Denominator:
Weighted average shares outstanding - basic 205,720
206,065
181,064
Dilutive shares - OP Unit convertible into common stock 3,885
3,996
4,197
Dilutive effect of forward equity sales agreement —
—
17
Adjusted weighted average shares outstanding - diluted 209,605
210,061
185,278
Earnings per common share - basic
Net income attributable to common stockholders $ 0.15
$ 1.04
$ 0.35
Earnings per common share - diluted
Net income attributable to common stockholders $ 0.14
$ 1.02
$ 0.34

~~Table of Contents~~

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

~~15. Per Unit Data of HTALP~~

In October 2017, we entered a forward sale arrangement pursuant to a forward equity agreement to sell approximately 2.6 million shares of our common stock through our ATM. During the year ended December 31, 2019, we issued approximately 11.1 million shares of our common stock through our ATM.

~~Refer to Note 14 - Per Share Data of HTA in the accompanying notes to the consolidated financial statements for a more detailed discussion related to our forward equity agreement settled in June 2018.~~

The following is the reconciliation of the numerator and denominator used in basic and diluted earnings per unit of HTALP for the years ended December 31, 2019, 2018 and 2017, respectively (in thousands, except per unit data):

Year Ended December 31,
2019 2018 2017
Numerator:
Net income $ 30,758
$ 217,626
$ 65,577
Net income attributable to noncontrolling interests (66 ) (89 ) (123 )
Net income attributable to common unitholders $ 30,692
$ 217,537
$ 65,454
Denominator:

Weighted average units outstanding - basic 209,605
210,061
185,261
Dilutive effect of forward equity sales agreement —
—
17
Adjusted weighted average units outstanding - diluted 209,605
210,061
185,278
Earnings per common unit - basic:
Net income attributable to common unitholders $ 0.15
$ 1.04
$ 0.35
Earnings per common unit - diluted:
Net income attributable to common unitholders $ 0.15
$ 1.04
$ 0.35

~~16. Supplemental Cash Flow Information~~

~~The following is the supplemental cash flow information for the years ended December 31, 2019, 2018 and 2017, respectively (in thousands):~~

Year Ended December 31,
2019 2018 2017
Supplemental Disclosure of Cash Flow Information:
Interest paid, net of capitalized interest $ 94,668
$ 101,165
$ 64,988
Income taxes paid 2,125
1,645
1,333
Cash paid for operating leases 11,842
—
—

Supplemental Disclosure of Noncash Investing and Financing Activities:
Accrued capital expenditures $ 6,381
$ 9,878
$ 3,155
Debt and interest rate swaps assumed and entered into in connection with an acquisition —
—
286,000
Dividend distributions declared, but not paid 69,468
65,034
63,823
Issuance of OP Units in HTALP 2,603
—
—
Issuance of OP Units in HTALP in connection with an acquisition 2,000
—
1,125
Note receivable retired in connection with an acquisition —
—
8,611
Redemption of noncontrolling interest 7,527
5,195
5,943
ROU assets obtained in exchange for lease obligations 200,879
—
—

~~Table of Contents~~

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

~~17. Treatment of Dividends of HTA~~

~~The following is the income tax treatment of dividend distributions for the years ended December 31, 2019, 2018 and 2017 (in per share):~~

Year Ended December 31,
2019 2018 2017
Ordinary income $ 0.6405
$ 0.6559
$ 0.7479
Return of capital 0.6045
—
0.3720
Capital gain —
0.5691
0.0851
Total $ 1.2450
$ 1.2250
$ 1.2050

~~18. Selected Quarterly Financial Data of HTA (Unaudited)~~

The following is the selected quarterly financial data of HTA for 2019 and 2018. We believe that all necessary adjustments, consisting of only normal recurring adjustments, have been included (in thousands, except per share data).

Quarter Ended ⁽¹⁾
2019 March 31 June 30 September 30 December 31
Revenues $ 168,966
$ 171,757
$ 175,004
$ 176,313
Net income (loss) 13,701
16,598
(8,577 ) 9,036
Net income (loss) attributable to common stockholders 13,440
16,259
(8,463 ) 8,918
Earnings per common share - basic:
Net income (loss) attributable to common stockholders $ 0.07
$ 0.08
$ (0.04 ) $ 0.04
Earnings per common share - diluted:
Net income (loss) attributable to common stockholders $ 0.06
$ 0.08
$ (0.04 ) $ 0.04

(1) The sum of the individual quarterly amounts may not agree to the annual amounts included in the accompanying consolidated statements of operations due to rounding.

Quarter Ended ⁽¹⁾
2018 March 31 June 30 September 30 December 31
Revenues $ 175,661
$ 173,332
$ 175,135
$ 172,298
Net income 10,016
15,657
176,348
15,605
Net income attributable to common stockholders 9,802
15,346
172,986
15,329
Earnings per common share - basic:
Net income attributable to common stockholders $ 0.05
$ 0.07
$ 0.83
$ 0.07
Earnings per common share - diluted:
Net income attributable to common stockholders $ 0.05
$ 0.07
$ 0.82
$ 0.07

(1) The sum of the individual quarterly amounts may not agree to the annual amounts included in the accompanying consolidated statements of operations due to rounding.

~~19. Selected Quarterly Financial Data of HTALP (Unaudited)~~

The following is the selected quarterly financial data of HTALP for 2019 and 2018. We believe that all necessary adjustments, consisting of only normal recurring adjustments, have been included (in thousands, except per unit data).

Quarter Ended ⁽¹⁾
2019 March 31 June 30 September 30 December 31
Revenues $ 168,966
$ 171,757
$ 175,004
$ 176,313
Net income (loss) 13,701
16,598
(8,577 ) 9,036
Net income (loss) attributable to common unitholders 13,673
16,560
(8,577 ) 9,036
Earnings per common unit - basic:
Net income (loss) attributable to common unitholders $ 0.07
$ 0.08
$ (0.04 ) $ 0.04
Earnings per common unit - diluted:
Net income (loss) attributable to common unitholders $ 0.07
$ 0.08
$ (0.04 ) $ 0.04

(1) The sum of the individual quarterly amounts may not agree to the annual amounts included in the accompanying consolidated statements of operations due to rounding.

~~Table of Contents~~

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

Quarter Ended ⁽¹⁾
2018 March 31 June 30 September 30 December 31
Revenues $ 175,661
$ 173,332
$ 175,135
$ 172,298
Net income 10,016
15,657
176,348
15,605
Net income attributable to common unitholders 9,983
15,643
176,330
15,581
Earnings per common unit - basic:
Net income attributable to common unitholders $ 0.05
$ 0.07
$ 0.83
$ 0.07
Earnings per common unit - diluted:
Net income attributable to common unitholders $ 0.05
$ 0.07
$ 0.83
$ 0.07

(1) The sum of the individual quarterly amounts may not agree to the annual amounts included in the accompanying consolidated statements of operations due to rounding.

~~Table of Contents~~

~~HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP~~

~~SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION~~

~~The following schedule presents our total real estate investments and accumulated depreciation for our portfolio as of December 31, 2019 (in thousands):~~

Initial Cost to Company
Cost
Capitalized
Subsequent
to
Acquisition (a)

Gross Amount at Which
Carried at Close of Period

Encumbrances Land
Buildings,
Improvements and
Fixtures
Land
Buildings,
Improvements and
Fixtures
Total (c)
Accumulated
Depreciation (f)
Date of Construction
Date
Acquired
Life on Which Building Depreciation in Income Statement is Computed (h)
Operating Properties:
Shelby MOBs Alabaster, AL $ —
$ —
$ 25,095
$ 2,044
$ —
$ 27,139
$ 27,139
$ (3,094 ) 1995-1998 2016 36
Simon Williamson Clinic Birmingham, AL —
—
25,689
11
—
25,700
25,700
(2,986 ) 2007 2016 36
Jasper Jasper, AL —
—
5,973
376
—
6,349
6,349
(1,044 ) 1979 2016 25
Phoenix Med Center Glendale, AZ —
453
2,768
734
453
3,502
3,955
(1,199 ) 1989 2011 39
Thunderbird MOP Glendale, AZ —
3,842
19,679
4,104
3,842
23,783
27,625
(10,484 ) 1976-1987 2007 39
Peoria MOB Peoria, AZ —
605
4,394
1,083
605
5,477
6,082
(1,597 ) 2000 2010 39
Baptist MC Phoenix, AZ —
—
12,637
3,744
—
16,381
16,381
(5,357 ) 1973 2008 39
Desert Ridge MOB Phoenix, AZ —
—
27,738
3,183
—
30,921
30,921
(8,302 ) 2004-2006 2011 39
Dignity Phoenix MOBs Phoenix, AZ —
—
66,106
2,182
—
68,288
68,288
(7,257 ) 1984-1997 2017 20-39
Estrella Med Center Phoenix, AZ —
—
24,703
2,991
—
27,694
27,694
(8,483 ) 2004 2010 39
Sun City Boswell MOBs Sun City, AZ —
—
12,642
4,571
—
17,213
17,213
(6,981 ) 1971-2001 2009 39
Sun City Boswell West Sun City, AZ —
—
6,610
2,862
—
9,472
9,472
(3,500 ) 1992 2009 39
Sun City Webb MP Sun City, AZ —
—
16,188
4,276
—
20,464
20,464
(6,818 ) 1997-2004 2009 39
Sun City West MOBs Sun City, AZ —
744
13,466
3,055
744
16,521
17,265
(6,395 ) 1987-2002 2009 39
Gateway Med Plaza Tucson, AZ —
—
14,005
848
—
14,853
14,853
(3,766 ) 2008 2010 39
Tucson Academy MOP Tucson, AZ —
1,193
6,107
1,694
1,193
7,801
8,994
(3,277 ) 1978 2008 39
Tucson Desert Life MOP Tucson, AZ —
1,309
17,572
5,612
1,309
23,184
24,493
(8,504 ) 1980 -1984 2007 39
Dignity Mercy MOBs Bakersfield, CA —
—
15,207
25
—
15,232
15,232
(1,607 ) 1992 2017 35
5995 Plaza Drive Cypress, CA —
5,109
17,961
2,182
5,109
20,143
25,252
(6,275 ) 1986 2008 39
Dignity Glendale MOB Glendale, CA —
—
7,244
233
—
7,477
7,477
(904 ) 1980 2017 30
3rd Street MOB Los Angeles, CA —
10,603
63,419
98
10,603
63,517
74,120
(775 ) 1990 2019 39
Mission Medical Center MOBs Mission Viejo, CA —
21,911
117,672
(824 ) 21,911
116,848
138,759
(10,812 ) 1972-1985 2016 39
Dignity Northridge MOBs Northridge, CA —
—
21,467
723
—
22,190
22,190
(2,361 ) 1979-1994 2017 30-35
San Luis Obispo MOB San Luis Obispo, CA —
—
11,900
1,967
—
13,867
13,867
(4,478 ) 2009 2010 39
Facey MOB Santa Clarita, CA —
6,452
5,586
19,617
6,452
25,203
31,655
(1,321 ) 2018 2017 39
Dignity Marian MOBs Santa Maria, CA —
—
13,646
509
—
14,155
14,155
(1,839 ) 1994-1995 2017 17-38
SCL Health MOBs Denver, CO —
11,652
104,327
3,029
11,653
107,355
119,008
(8,001 ) 2015-2017 2017 39
Rampart MOB Denver, CO —
3,794
13,077
—
3,794
13,077
16,871
(50 ) 1983-1995 2019 39
Hampden Place MOB Englewood, CO —
3,032
12,553
542
3,032
13,095
16,127
(4,447 ) 2004 2009 39
Highlands Ranch MOP Highlands Ranch, CO —
2,240
10,426
7,811
2,240
18,237
20,477
(6,526 ) 1983-1985 2007 39
Lone Tree Medical Office Buildings Lone Tree, CO —
3,736
29,546
1,548
3,736
31,094
34,830
(5,539 ) 2004-2008 2014 38
Lincoln Medical Center Parker, CO —
5,142
28,638
1,498
5,142
30,136
35,278
(5,959 ) 2008 2013 39
80 Fisher Avon, CT —
—
5,094
—
—
5,094
5,094
(940 ) 2008 2016 39
533 Cottage - Northwestern Bloomfield, CT —
726
3,964
(530 ) 726
3,434
4,160
(507 ) 1955 2016 35
Northwestern MOBs Bloomfield, CT —
1,369
6,287
550
1,369
6,837
8,206
(1,265 ) 1985 2016 35
406 Farmington Farmington, CT —
379
3,509
—
379
3,509
3,888
(451 ) 1988 2016 39

~~Table of Contents~~

~~HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP~~

~~SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION — (Continued)~~

Initial Cost to Company
Cost
Capitalized
Subsequent
to
Acquisition (a)

Gross Amount at Which
Carried at Close of Period

Encumbrances Land
Buildings,
Improvements and
Fixtures
Land
Buildings,
Improvements and
Fixtures
Total (c)
Accumulated
Depreciation (f)
Date of Construction
Date
Acquired
Life on Which Building Depreciation in Income Statement is Computed (h)
704 Hebron Glastonbury, CT $ —
$ 2,223
$ 6,544
$ 162
$ 2,223
$ 6,706
$ 8,929
$ (1,074 ) 2001 2016 37
Gateway MOBs Glastonbury, CT —
11,328
41,320
8,609
13,448
47,809
61,257
(6,442 ) 2007-2017 2016-2017 39
Hamden MOB Hamden, CT —
4,925
36,835
—
4,925
36,835
41,760
—
1970-1972 2019 39
Haynes MOBs Manchester, CT —
1,100
14,620
42
1,100
14,662
15,762
(1,784 ) 2007-2010 2016 39
Pomeroy MOBs Meriden, CT —
1,774
10,078
2
1,774
10,080
11,854
(1,625 ) 2009-2011 2016 39
Saybrook MOBs Middleton, CT —
—
10,314
893
—
11,207
11,207
(1,830 ) 1989 2016 28
Yale Long Wharf New Haven, CT —
9,367
58,691
8,565
9,367
67,256
76,623
(10,922 ) 1977 2016 30
Devine MOBs North Haven, CT —
3,606
27,278
(6 ) 3,606
27,272
30,878
(3,646 ) 2006-2017 2016-2017 35
Evergreen MOBs South Windsor, CT —
5,565
25,839
18
5,565
25,857
31,422
(3,523 ) 2006-2011 2016 39
Westport Center Westport, CT —
3,311
13,296
64
3,311
13,360
16,671
(419 ) 1985 2019 39
Day Hill MOBs Windsor, CT —
3,980
7,055
176
3,980
7,231
11,211
(1,639 ) 1990-1999 2016 30
Riverside MOB Bradenton, FL —
2,230
7,689
112
2,230
7,801
10,031
(1,291 ) 1980 2016 25
Brandon MOP Brandon, FL —
901
6,946
503
901
7,449
8,350
(2,668 ) 1997 2008 39
McMullen MOB Clearwater, FL —
3,470
12,621
29
3,470
12,650
16,120
(2,661 ) 2009 2014 39
Orlando Rehab Hospital Edgewood, FL —
2,600
20,256
3,000
2,600
23,256
25,856
(6,804 ) 2007 2010 39
Palmetto MOB Hialeah, FL —
—
15,512
5,108
—
20,620
20,620
(5,866 ) 1980 2013 39
East FL Senior Jacksonville Jacksonville, FL —
4,291
9,220
(1 ) 4,291
9,219
13,510
(3,991 ) 1985 2007 39
King Street MOB Jacksonville, FL —
—
7,232
149
—
7,381
7,381
(2,402 ) 2007 2010 39
Jupiter MP Jupiter, FL —
1,204
11,778
1,335
1,204
13,113
14,317
(2,633 ) 1996-1997 2013 39
Central FL SC Lakeland, FL —
768
3,002
467
768
3,469
4,237
(1,257 ) 1995 2008 39
Vista Pro Center MOP Lakeland, FL —
1,082
3,587
338
1,082
3,925
5,007
(1,526 ) 1996-1999 2007-2008 39
Largo Medical Center Largo, FL —
—
51,045
1,172
—
52,217
52,217
(9,456 ) 2009 2013 39
Largo MOP Largo, FL —
729
8,908
2,179
729
11,087
11,816
(4,094 ) 1975-1986 2008 39
FL Family Medical Center Lauderdale Lakes, FL —
—
4,257
1,246
—
5,503
5,503
(2,097 ) 1978 2013 39
Northwest Medical Park Margate, FL —
—
9,525
148
5
9,668
9,673
(2,130 ) 2009 2013 39
North Shore MOB Miami, FL —
—
4,942
1,532
—
6,474
6,474
(2,386 ) 1978 2013 39
Sunset Professional and Kendall MOBs Miami, FL —
11,855
13,633
6,348
11,855
19,981
31,836
(5,420 ) 1954-2006 2014 27
Commons V MOB Naples, FL —
4,173
9,070
2,897
4,173
11,967
16,140
(3,876 ) 1990 2007 39
Orlando Lake Underhill MOB Orlando, FL —
—
8,515
1,179
—
9,694
9,694
(3,132 ) 2000 2010 39
Florida Hospital MOBs Orlando, Sebring and Tampa, FL —
—
151,647
3,996
—
155,643
155,643
(12,848 ) 2006-2012 2017 39
Orlando Oviedo MOB Oviedo, FL —
—
5,711
1,100
—
6,811
6,811
(1,965 ) 1998 2010 39
Heart & Family Health MOB Port St. Lucie, FL —
686
8,102
15
686
8,117
8,803
(1,690 ) 2008 2013 39
St. Lucie MC Port St. Lucie, FL —
—
6,127
118
—
6,245
6,245
(1,335 ) 2008 2013 39
East FL Senior Sunrise Sunrise, FL —
2,947
12,825
—
2,947
12,825
15,772
(5,068 ) 1989 2007 39
Tallahassee Rehab Hospital Tallahassee, FL —
7,142
18,691
2,400
7,142
21,091
28,233
(6,468 ) 2007 2010 39
Optimal MOBs Tampa, FL —
4,002
69,824
601
4,002
70,425
74,427
(6,219 ) 2005-2015 2017 39
Tampa Medical Village MOB Tampa, FL —
3,627
14,806
1,367
3,627
16,173
19,800
(1,609 ) 2003 2017 35
VA MOBs Tampa, FL —
17,802
80,154
616
17,802
80,770
98,572
(6,158 ) 2013 2017 39
FL Ortho Institute Temple Terrace, FL —
2,923
17,647
(1 ) 2,923
17,646
20,569
(4,974 ) 2001-2003 2010 39
Wellington MAP III Wellington, FL —
—
10,511
321
—
10,832
10,832
(2,936 ) 2006 2010 39
Victor Farris MOB West Palm Beach, FL —
—
23,052
11,015
—
34,067
34,067
(6,466 ) 1988 2013 39
East FL Senior Winter Park Winter Park, FL —
2,840
12,825
34
2,840
12,859
15,699
(5,342 ) 1988 2007 39

~~Table of Contents~~

~~HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP~~

~~SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION — (Continued)~~

Initial Cost to Company
Cost
Capitalized
Subsequent
to
Acquisition (a)

Gross Amount at Which
Carried at Close of Period

Encumbrances Land
Buildings,
Improvements and
Fixtures
Land
Buildings,
Improvements and
Fixtures
Total (c)
Accumulated
Depreciation (f)
Date of Construction
Date
Acquired
Life on Which Building Depreciation in Income Statement is Computed (h)
Camp Creek Med Center Atlanta, GA $ —
$ 2,961
$ 19,688
$ 2,167
$ 2,961
$ 21,855
$ 24,816
$ (6,887 ) 2006 - 2010 2010-2012 39
North Atlanta MOBs Atlanta, GA —
—
41,836
1,860
—
43,696
43,696
(3,505 ) 2011-2012 2017 39
Camp Creek MOB Atlanta, GA —
328
12,539
1
328
12,540
12,868
(97 ) 2018 2019 39
Augusta Rehab Hospital Augusta, GA —
1,059
20,899
—
1,059
20,899
21,958
(5,640 ) 2007 2010 39
Austell Medical Park Austell, GA —
432
4,057
70
432
4,127
4,559
(1,044 ) 2007 2013 39
Harbin Clinic MOBs Cedartown, Rome and Summerville, GA —
7,097
112,155
1,669
7,097
113,824
120,921
(10,700 ) 1960-2010 2017 30-39
Decatur MP Decatur, GA —
3,166
6,862
1,501
3,166
8,363
11,529
(2,900 ) 1976 2008 39
Yorktown MC Fayetteville, GA —
2,802
12,502
3,876
2,802
16,378
19,180
(7,248 ) 1987 2007 39
Gwinett MOP Lawrenceville, GA —
1,290
7,246
4,243
1,290
11,489
12,779
(4,306 ) 1985 2007 39
Marietta Health Park Marietta, GA —
1,276
12,197
1,703
1,276
13,900
15,176
(5,108 ) 2000 2008 39
WellStar Tower MOB Marietta, GA —
748
13,528
269
748
13,797
14,545
(2,091 ) 2007 2015 39
Shakerag MC Peachtree City, GA —
743
3,290
1,374
743
4,664
5,407
(2,277 ) 1994 2007 39
Overlook at Eagle's Landing Stockbridge, GA —
638
6,685
734
638
7,419
8,057
(2,380 ) 2004 2010 39
SouthCrest MOP Stockbridge, GA —
4,260
14,636
2,676
4,260
17,312
21,572
(6,620 ) 2005 2008 39
Cherokee Medical Center Woodstock, GA —
—
16,558
947
—
17,505
17,505
(2,817 ) 2001 2015 35
Honolulu MOB Honolulu, HI —
—
27,336
1,672
—
29,008
29,008
(5,195 ) 1997 2014 35
Kapolei Medical Park Kapolei, HI —
—
16,253
831
—
17,084
17,084
(3,226 ) 1999 2014 35
Eagle Road MOB Meridian, ID —
666
9,636
5
666
9,641
10,307
(200 ) 2000 2019 39
Chicago MOBs Chicago, IL —
7,723
129,520
805
7,723
130,325
138,048
(9,357 ) 2006-2017 2017 38-39
Streeterville Center MOB Chicago, IL —
4,223
35,008
32
4,223
35,040
39,263
�� (845 ) 1968 2019 39
Rush Oak Park MOB Oak Park, IL —
1,096
38,550
1
1,096
38,551
39,647
(9,759 ) 2000 2012 38
Brownsburg MOB Brownsburg, IN —
431
639
254
431
893
1,324
(543 ) 1989 2008 39
Athens SC Crawfordsville, IN —
381
3,575
706
381
4,281
4,662
(1,674 ) 2000 2007 39
Crawfordsville MOB Crawfordsville, IN —
318
1,899
449
318
2,348
2,666
(915 ) 1997 2007 39
Deaconess Clinic Downtown Evansville, IN —
1,748
21,963
60
1,748
22,023
23,771
(7,293 ) 1952-1967 2010 39
Deaconess Clinic Westside Evansville, IN —
360
3,265
356
360
3,621
3,981
(1,179 ) 2005 2010 39
Dupont MOB Fort Wayne, IN —
—
8,246
1,302
—
9,548
9,548
(1,670 ) 2004 2013 39
Ft. Wayne MOB Ft. Wayne, IN —
—
6,579
—
—
6,579
6,579
(1,904 ) 2008 2009 39
Community MP Indianapolis, IN —
560
3,581
505
560
4,086
4,646
(1,604 ) 1995 2008 39
Eagle Highlands MOP Indianapolis, IN —
2,216
11,154
8,813
2,216
19,967
22,183
(8,716 ) 1988-1989 2008 39
Epler Parke MOP Indianapolis, IN —
1,556
6,928
1,767
1,556
8,695
10,251
(3,516 ) 2002-2003 2007-2008 39
Glendale Professional Plaza Indianapolis, IN —
570
2,739
1,857
570
4,596
5,166
(2,296 ) 1993 2008 39
MMP Eagle Highlands Indianapolis, IN —
1,044
13,548
3,476
1,044
17,024
18,068
(6,988 ) 1993 2008 39
MMP East Indianapolis, IN —
1,236
9,840
4,431
1,236
14,271
15,507
(6,953 ) 1996 2008 39
MMP North Indianapolis, IN —
1,518
15,460
4,837
1,427
20,388
21,815
(8,444 ) 1995 2008 39
MMP South Indianapolis, IN —
1,127
10,414
2,385
1,127
12,799
13,926
(5,324 ) 1994 2008 39
Southpointe MOP Indianapolis, IN —
2,190
7,548
2,648
2,190
10,196
12,386
(4,606 ) 1996 2007 39
St. Vincent MOB Indianapolis, IN 18,300
2,964
23,352
172
2,964
23,524
26,488
(2,207 ) 2007 2017 35
Kokomo MOP Kokomo, IN —
1,779
9,614
3,048
1,779
12,662
14,441
(4,818 ) 1992-1994 2007 39
Deaconess Clinic Gateway Newburgh, IN —
—
10,952
26
—
10,978
10,978
(3,218 ) 2006 2010 39
Community Health Pavilion Noblesville, IN —
5,560
28,988
1,266
5,560
30,254
35,814
(5,533 ) 2009 2015 39

~~Table of Contents~~

~~HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP~~

~~SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION — (Continued)~~

Initial Cost to Company
Cost
Capitalized
Subsequent
to
Acquisition (a)

Gross Amount at Which
Carried at Close of Period

Encumbrances Land
Buildings,
Improvements and
Fixtures
Land
Buildings,
Improvements and
Fixtures
Total (c)
Accumulated
Depreciation (f)
Date of Construction
Date
Acquired
Life on Which Building Depreciation in Income Statement is Computed (h)
Zionsville MC Zionsville, IN $ —
$ 655
$ 2,877
$ 1,110
$ 664
$ 3,978
$ 4,642
$ (1,731 ) 1992 2008 39
KS Doctors MOB Overland Park, KS —
1,808
9,517
2,339
1,808
11,856
13,664
(4,732 ) 1978 2008 39
Nashoba Valley Med Center MOB Ayer, MA —
—
5,529
304
299
5,534
5,833
(1,502 ) 1976-2007 2012 31
670 Albany Boston, MA —
—
104,365
140
—
104,505
104,505
(13,648 ) 2005 2015 39
Tufts Medical Center Boston, MA —
32,514
109,180
9,778
32,514
118,958
151,472
(23,458 ) 1924-2015 2014 35
St. Elizabeth's Med Center Brighton, MA —
—
20,929
3,220
1,379
22,770
24,149
(5,826 ) 1965-2013 2012 31
Pearl Street MOBs Brockton, MA —
4,714
18,193
385
4,714
18,578
23,292
(2,531 ) 1966-2004 2016 39
Good Samaritan MOBs Brockton , MA —
—
15,887
1,074
144
16,817
16,961
(4,224 ) 1980-2007 2012 31
Carney Hospital MOB Dorchester, MA —
—
7,250
769
530
7,489
8,019
(1,927 ) 1978 2012 31
St. Anne's Hospital MOB Fall River, MA —
—
9,304
107
40
9,371
9,411
(1,874 ) 2011 2012 31
Norwood Hospital MOB Foxborough, MA —
—
9,489
353
2,295
7,547
9,842
(2,135 ) 1930-2000 2012 31
Holy Family Hospital MOB Methuen, MA —
—
4,502
294
168
4,628
4,796
(1,472 ) 1988 2012 31
Morton Hospital MOB Taunton, MA —
—
15,317
1,516
502
16,331
16,833
(6,430 ) 1988 2012 31
Stetson MOB Weymouth, MA —
3,362
15,555
2,206
3,362
17,761
21,123
(4,686 ) 1900-1986 2015 20
Johnston Professional Building Baltimore, MD 12,999
—
21,481
544
—
22,025
22,025
(3,874 ) 1993 2014 35
Triad Tech Center Baltimore, MD 6,061
—
26,548
—
—
26,548
26,548
(7,059 ) 1989 2010 39
St. John Providence MOB Novi, MI —
—
42,371
771
—
43,142
43,142
(11,871 ) 2007 2012 39
Fort Road MOB St. Paul, MN —
1,571
5,786
1,793
1,571
7,579
9,150
(2,888 ) 1981 2008 39
Gallery Professional Building St. Paul, MN —
1,157
5,009
3,629
1,157
8,638
9,795
(4,968 ) 1979 2007 39
Chesterfield Rehab Hospital Chesterfield, MO —
4,213
27,898
776
4,313
28,574
32,887
(9,873 ) 2007 2007 39
BJC West County MOB Creve Coeur, MO —
2,242
13,130
844
2,242
13,974
16,216
(4,963 ) 1978 2008 39
Winghaven MOB O'Fallon, MO —
1,455
9,708
1,596
1,455
11,304
12,759
(4,036 ) 2001 2008 39
BJC MOB St. Louis, MO —
304
1,554
(915 ) 304
639
943
(496 ) 2001 2008 39
Des Peres MAP II St. Louis, MO —
—
11,386
1,022
—
12,408
12,408
(3,981 ) 2007 2010 39
Baptist Memorial MOB Oxford, MS —
—
26,263
7,289
—
33,552
33,552
(1,740 ) 2017 2017 39
Medical Park of Cary Cary, NC —
2,931
20,305
1,024
2,931
21,329
24,260
(7,575 ) 1994 2010 39
Rex Cary MOB Cary, NC —
1,449
18,226
334
1,449
18,560
20,009
(2,645 ) 2002 2015 39
Tryon Office Center Cary, NC —
2,200
14,956
822
2,200
15,778
17,978
(2,586 ) 2002-2006 2015 39
Carolinas Health MOB Charlotte, NC —
—
75,198
120
—
75,318
75,318
(5,887 ) 2006 2017 39
Davidson MOB Davidson , NC —
1,188
8,556
—
1,188
8,556
9,744
(169 ) 2001 2019 39
Duke Fertility Center Durham, NC —
596
3,882
—
596
3,882
4,478
(423 ) 2006 2016 39
Hock Plaza II Durham, NC —
680
27,044
489
680
27,533
28,213
(2,734 ) 2006 2016 36
UNC Rex Holly Springs Holly Springs, NC —
—
27,591
11,076
—
38,667
38,667
(2,202 ) 2011 2017 39
Huntersville Office Park Huntersville, NC —
5,376
67,125
4
5,376
67,129
72,505
(284 ) 1990-2001 2019 39
Rosedale MOB Huntersville, NC —
1,281
7,738
8
1,281
7,746
9,027
(174 ) 2005 2019 39
Medical Park MOBs Mooresville, NC —
1,771
13,266
6,319
2,040
19,316
21,356
(2,552 ) 2000-2005 2017 23
3100 Blue Ridge Raleigh, NC —
1,732
8,891
722
1,732
9,613
11,345
(2,161 ) 1985 2014 35
Raleigh Medical Center Raleigh, NC —
2,381
15,630
6,737
2,381
22,367
24,748
(7,259 ) 1989 2010 39
Sandy Forks MOB Raleigh, NC —
652
7,263
25
652
7,288
7,940
(454 ) 2016 2018 39

~~Table of Contents~~

~~HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP~~

~~SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION — (Continued)~~

Initial Cost to Company
Cost
Capitalized
Subsequent
to
Acquisition (a)

Gross Amount at Which
Carried at Close of Period

Encumbrances Land
Buildings,
Improvements and
Fixtures
Land
Buildings,
Improvements and
Fixtures
Total (c)
Accumulated
Depreciation (f)
Date of Construction
Date
Acquired
Life on Which Building Depreciation in Income Statement is Computed (h)
Sunset Ridge MOBs Raleigh, NC $ —
$ 811
$ 3,926
$ 481
$ 811
$ 4,407
$ 5,218
$ (273 ) 1999 2018 39
Hackensack MOB North Bergen, NJ —
—
31,658
25
—
31,683
31,683
(2,254 ) 2014 2017 39
Mountain View MOB Las Cruces, NM —
—
41,553
2,161
—
43,714
43,714
(3,419 ) 2003 2017 39
Santa Fe 440 MOB Santa Fe, NM —
842
7,448
13
842
7,461
8,303
(2,248 ) 1978 2010 39
San Martin MAP Las Vegas, NV —
—
14,777
4,153
—
18,930
18,930
(5,599 ) 2007 2010 39
Madison Ave MOB Albany, NY —
83
2,759
142
83
2,901
2,984
(875 ) 1964-2008 2010 39
Patroon Creek HQ Albany, NY —
1,870
29,453
5,835
1,870
35,288
37,158
(10,905 ) 2001 2010 39
Patroon Creek MOB Albany, NY —
1,439
27,639
779
1,439
28,418
29,857
(8,007 ) 2007 2010 39
Washington Ave MOB Albany, NY —
1,699
18,440
1,050
1,699
19,490
21,189
(6,058 ) 1998-2000 2010 39
Putnam MOB Carmel, NY —
—
24,216
363
—
24,579
24,579
(6,205 ) 2000 2010 39
Capital Region Health Park Latham, NY —
2,305
37,494
4,318
2,305
41,812
44,117
(13,234 ) 2001 2010 39
ACP MOB New York, NY —
53,265
62,873
30
53,265
62,903
116,168
—
1920-1988 2019 39
210 Westchester MOB White Plains, NY —
8,628
18,408
—
8,628
18,408
27,036
(3,732 ) 1981 2014 31
Westchester MOBs White Plains, NY —
17,274
41,865
7,280
17,274
49,145
66,419
(11,413 ) 1967-1983 2014 29
Diley Ridge MOB Canal Winchester, OH —
—
9,811
87
—
9,898
9,898
(1,516 ) 2010 2015 39
Good Sam MOB Cincinnati, OH —
1,825
9,966
23
1,825
9,989
11,814
(894 ) 2011 2017 39
Jewish MOB Cincinnati, OH —
—
16,187
—
—
16,187
16,187
(1,742 ) 1999 2017 35
TriHealth Cincinnati, OH —
—
34,894
15
—
34,909
34,909
(2,453 ) 2016 2017 39
Olentangy Columbus, OH —
1,247
9,830
—
1,247
9,830
11,077
(110 ) 1985 2019 39
Market Exchange MOP Columbus, OH —
2,326
17,207
4,378
2,326
21,585
23,911
(7,530 ) 2001-2003 2007-2010 39
Polaris MOB Columbus, OH —
1,447
12,192
57
1,447
12,249
13,696
(1,509 ) 2012 2016 39
Gahanna MOB Gahanna, OH —
1,078
5,674
22
1,078
5,696
6,774
(809 ) 1997 2016 30
Kindred MOBs Avon, OH, Germantown, TN, Indianapolis, IN and Springfield, MO —
4,238
118,778
36
4,238
118,814
123,052
(9,130 ) 2013-2016 2017 39
Hilliard II MOB Hilliard, OH —
959
7,260
255
959
7,515
8,474
(977 ) 2014 2016 38
Hilliard MOB Hilliard, OH —
946
11,174
735
946
11,909
12,855
(2,011 ) 2013 2015 39
Park Place MOP Kettering, OH —
1,987
11,341
5,631
1,987
16,972
18,959
(6,552 ) 1998-2002 2007 39
Liberty Falls MP Liberty, OH —
842
5,640
1,136
842
6,776
7,618
(2,698 ) 2008 2008 39
Parma Ridge MOB Parma, OH —
372
3,636
926
372
4,562
4,934
(1,836 ) 1977 2008 39
Deaconess MOP Oklahoma City, OK —
—
25,975
4,018
—
29,993
29,993
(10,222 ) 1991-1996 2008 39
Silverton Health MOB Woodburn, OR —
953
6,164
—
953
6,164
7,117
(790 ) 2001 2016 35
Monroeville MOB Monroeville, PA —
3,264
7,038
1,684
3,264
8,722
11,986
(3,070 ) 1985-1989 2013 39
2750 Monroe MOB Norristown, PA —
2,323
22,631
5,423
2,323
28,054
30,377
(11,166 ) 1985 2007 39
1740 South MOB Philadelphia, PA —
1,855
7,735
—
1,855
7,735
9,590
(166 ) 1986 2019 39
Main Line Bryn Mawr MOB Philadelphia, PA —
—
46,967
2,939
—
49,906
49,906
(3,226 ) 2017 2017 39
Federal North MOB Pittsburgh, PA —
2,489
30,268
1,238
2,489
31,506
33,995
(8,790 ) 1999 2010 39
Highmark Penn Ave Pittsburgh, PA —
1,774
38,921
4,682
1,774
43,603
45,377
(11,946 ) 1907-1998 2012 39
WP Allegheny HQ MOB Pittsburgh, PA —
1,514
32,368
2,694
1,514
35,062
36,576
(9,312 ) 2002 2010 39
39 Broad Street Charleston, SC —
3,180
1,970
3,066
3,480
4,736
8,216
(496 ) 1891 2015 39
Cannon Park Place Charleston, SC —
425
8,651
1,397
425
10,048
10,473
(3,121 ) 1998 2010 39
MUSC Elm MOB Charleston, SC —
1,172
4,361
173
1,172
4,534
5,706
(609 ) 2015 2016 39

~~100~~

~~Table of Contents~~

~~HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP~~

~~SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION — (Continued)~~

Initial Cost to Company
Cost
Capitalized
Subsequent
to
Acquisition (a)

Gross Amount at Which
Carried at Close of Period

Encumbrances Land
Buildings,
Improvements and
Fixtures
Land
Buildings,
Improvements and
Fixtures
Total (c)
Accumulated
Depreciation (f)
Date of Construction
Date
Acquired
Life on Which Building Depreciation in Income Statement is Computed (h)
Tides Medical Arts Center Charleston, SC $ —
$ 3,763
$ 19,787
$ 629
$ 3,763
$ 20,416
$ 24,179
$ (3,572 ) 2007 2014 39
East Cooper Medical Arts Center Mt. Pleasant, SC —
2,470
6,289
279
2,470
6,568
9,038
(1,636 ) 2001 2014 32
East Cooper Medical Center Mt. Pleasant, SC —
2,073
5,939
1,949
2,073
7,888
9,961
(2,498 ) 1992 2010 39
MUSC University MOB North Charleston, SC —
1,524
9,627
53
1,524
9,680
11,204
(1,757 ) 2006 2015 36
St. Thomas DePaul MOB Murfreesboro, TN —
—
55,040
240
—
55,280
55,280
(4,271 ) 2008 2017 39
Mountain Empire MOBs Rogersville, Kingsport and Bristol, TN & Norton and Pennington Gap, VA —
1,296
36,523
10,495
1,278
47,036
48,314
(16,922 ) 1976-2006 2008-2011 39
Amarillo Hospital Amarillo, TX —
1,110
17,688
29
1,110
17,717
18,827
(5,610 ) 2007 2008 39
Austin Heart MOB Austin, TX —
—
15,172
426
—
15,598
15,598
(3,037 ) 1999 2013 39
BS&W MOBs Austin, TX 17,350
—
300,952
1,119
—
302,071
302,071
(23,467 ) 2009-2016 2017 39
Post Oak North MC Austin, TX —
887
7,011
(61 ) 887
6,950
7,837
(1,424 ) 2007 2013 39
MatureWell MOB Bryan, TX —
1,307
11,078
—
1,307
11,078
12,385
(1,102 ) 2016 2017 39
Texas A&M Health Science Center Bryan, TX —
—
32,494
249
—
32,743
32,743
(7,603 ) 2011 2013 39
Dallas Rehab Hospital Carrollton, TX —
1,919
16,341
—
1,919
16,341
18,260
(4,650 ) 2006 2010 39
Cedar Hill MOB Cedar Hill, TX —
778
4,830
350
778
5,180
5,958
(1,846 ) 2007 2008 39
Cedar Park MOB Cedar Park, TX —
—
30,338
1,102
—
31,440
31,440
(2,374 ) 2007 2017 39
Corsicana MOB Corsicana, TX —
—
6,781
624
—
7,405
7,405
(2,432 ) 2007 2009 39
Dallas LTAC Hospital Dallas, TX —
2,301
20,627
—
2,301
20,627
22,928
(5,873 ) 2007 2009 39
Forest Park Pavilion Dallas, TX —
9,670
11,152
747
9,670
11,899
21,569
(2,544 ) 2010 2012 39
Forest Park Tower Dallas, TX —
3,340
35,071
6,778
3,340
41,849
45,189
(8,289 ) 2011 2013 39
Northpoint Medical Dallas, TX —
2,388
14,621
(3,278 ) 2,388
11,343
13,731
(1,921 ) 2017 2017 20
Baylor MOBs Dallas/Fort Woth, TX 29,500
9,956
122,852
6,620
9,956
129,472
139,428
(9,255 ) 2013-2017 2017 39
Denton Med Rehab Hospital Denton, TX —
2,000
11,704
—
2,000
11,704
13,704
(3,845 ) 2008 2009 39
Denton MOB Denton, TX —
—
7,543
519
—
8,062
8,062
(2,213 ) 2000 2010 39
El Paso MOB El Paso, TX —
2,075
14,902
—
2,075
14,902
16,977
(150 ) 1994-2008 2019 39
Cliff Medical Plaza MOB El Paso, TX —
1,064
1,972
3,481
1,064
5,453
6,517
(1,679 ) 1977 2016 8
Providence Medical Plaza El Paso, TX —
—
5,396
3,488
—
8,884
8,884
(1,540 ) 1981 2016 20
Sierra Medical El Paso, TX —
—
2,998
759
—
3,757
3,757
(1,117 ) 1972 2016 15
Texas Health MOB Fort Worth, TX —
—
38,429
187
—
38,616
38,616
(2,985 ) 2014 2017 39
Conifer Frisco, TX —
4,807
67,076
75
4,807
67,151
71,958
(6,747 ) 2014 2017 38
Forest Park Frisco MC Frisco, TX —
1,238
19,979
9,995
1,238
29,974
31,212
(6,481 ) 2012 2013 39
Greenville MOB Greenville, TX —
616
10,822
299
616
11,121
11,737
(3,838 ) 2007 2008 39
Gemini MOB Houston, TX —
4,619
17,450
—
4,619
17,450
22,069
(107 ) 1985-1986 2019 39
7900 Fannin MOB Houston, TX —
—
34,764
2,260
—
37,024
37,024
(10,253 ) 2005 2010 39
Cypress Medical Building MOB Houston, TX —
—
4,678
478
—
5,156
5,156
(1,020 ) 1984 2016 30
Cypress Station MOB Houston, TX —
1,345
8,312
(1,023 ) 1,345
7,289
8,634
(3,277 ) 1981 2008 39
Park Plaza MOB Houston, TX —
5,719
50,054
5,259
5,719
55,313
61,032
(10,115 ) 1984 2016 24
Triumph Hospital NW Houston, TX —
1,377
14,531
237
1,377
14,768
16,145
(5,814 ) 1986 2007 39
Memorial Hermann MOBs Humble, TX —
—
9,479
12,039
—
21,518
21,518
(1,458 ) 1993 2017 25-39

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~~HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP~~

~~SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION — (Continued)~~


~~(a)~~	~~The cost capitalized subsequent to acquisition is net of dispositions.~~


~~(b)~~	~~The above table excludes lease intangibles; see notes (d) and (g).~~

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~~HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP~~

~~SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION — (Continued)~~


~~(c)~~	~~The changes in total real estate for the years ended December 31, 2019, 2018 and 2017 are as follows (in thousands):~~

Year Ended December 31,
2019 2018 2017
Balance as of the beginning of the year $ 6,269,023
$ 6,316,143
$ 3,853,042
Acquisitions 505,424
16,353
2,447,896
Additions 90,859
126,379
86,723
Dispositions (27,906 ) (180,965 ) (57,596 )
Impairments —
(8,887 ) (13,922 )
Balance as of the end of the year (d) $ 6,837,400
$ 6,269,023
$ 6,316,143


~~(d)~~	~~The balances as of December 31, 2019, 2018 and 2017 exclude gross lease intangibles of $628.1 million, $599.9 million and $639.2 million, respectively.~~


~~(e)~~	~~The aggregate cost of our real estate for federal income tax purposes was $6.7 billion.~~


~~(f)~~	~~The changes in accumulated depreciation for the years ended December 31, 2019, 2018 and 2017 are as follows (in thousands):~~

Year Ended December 31,
2019 2018 2017
Balance as of the beginning of the year $ 882,488
$ 734,783
$ 581,505
Additions 217,566
202,837
171,545
Dispositions (15,006 ) (55,132 ) (18,267 )
Balance as of the end of the year (g) $ 1,085,048
$ 882,488
$ 734,783


~~(g)~~	~~The balances as of December 31, 2019, 2018 and 2017 exclude accumulated amortization of lease intangibles of $362.8 million, $325.7 million and $286.9 million, respectively.~~


~~(h)~~	~~Tenant improvements are depreciated over the shorter of the lease term or useful life, ranging from one to 10 years, respectively. Furniture, fixtures and equipment are depreciated over five years.~~

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~~HEALTHCARE TRUST OF AMERICA, INC. AND HEALTHCARE TRUST OF AMERICA HOLDINGS, LP~~

~~SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE ASSETS~~

~~The following shows changes in the carrying amounts of mortgage loans on real estate assets during the years ended December 31, 2019, 2018 and 2017 (in thousands):~~

Year Ended December 31,
2019 2018 2017
Balance as of the beginning of the year $ 2,070
$ 2,773
$ 12,737
Collection of mortgage loans (738 ) (703 ) (9,964 )
Balance as of the end of the year $ 1,332
$ 2,070
$ 2,773

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EXHIBIT INDEX

Pursuant to Item 601(a)(2) of Regulation S-K, this Exhibit Index immediately precedes the exhibits.

The following exhibits are included, or incorporated by reference, in this Annual Report for the fiscal year ended December 31, ~~2019~~2021 (and are numbered in accordance with Item 601 of Regulation S-K).



1.1		Equity Distribution Agreement, dated January 27, 2016, among Healthcare Trust of America, Inc. and Healthcare Trust of America Holdings, LP, on the one hand, and Wells Fargo Securities, LLC, BMO Capital Markets Corp., Jefferies LLC and J.P. Morgan Securities LLC, on the other hand (included as Exhibit 1.1 to our Current Report on Form 8-K filed on January 27, 2016 and incorporated herein by reference).
~~1.2~~	Underwriting Agreement, dated May 2, 2017, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and Wells Fargo Securities, LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein, on the other hand (included as Exhibit 1.1 to our Current Report on Form 8-K filed on May 8, 2017 and incorporated herein by reference).
~~1.3~~1.2		Underwriting Agreement, dated June 1, 2017, among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc., and Wells Fargo Securities, LLC, J.P. Morgan Securities LLC and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein (included as Exhibit 1.1 to our Current Report on Form 8-K filed on June 7, 2017 and incorporated herein by reference).
~~1.4~~	Equity Distribution Agreement, dated December 28, 2018, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and J.P. Morgan Securities LLC and JPMorgan Chase Bank, National Association, London Branch, on the other hand (included as Exhibit 1.1 to our Current Report on Form 8-K filed on December 28, 2018 and incorporated herein by reference).
~~1.5~~	Equity Distribution Agreement, dated December 28, 2018, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and BMO Capital Markets Corp. and Bank of Montreal, on the other hand (included as Exhibit 1.2 to our Current Report on Form 8-K filed on December 28, 2018 and incorporated herein by reference).
~~1.6~~	Equity Distribution Agreement, dated December 28, 2018, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and MUFG Securities Americas Inc. and MUFG Securities EMEA plc, on the other hand (included as Exhibit 1.3 to our Current Report on Form 8-K filed on December 28, 2018 and incorporated herein by reference).
~~1.7~~	Equity Distribution Agreement, dated December 28, 2018, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and Wells Fargo Securities, LLC and Wells Fargo Bank, National Association, on the other hand (included as Exhibit 1.4 to our Current Report on Form 8-K filed on December 28, 2018 and incorporated herein by reference).
~~1.8~~	Equity Distribution Agreement, dated December 28, 2018, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Bank of America, N.A., on the other hand (included as Exhibit 1.5 to our Current Report on Form 8-K filed on December 28, 2018 and incorporated herein by reference).
~~1.9~~	Equity Distribution Agreement, dated December 28, 2018, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and Jefferies LLC, on the other hand (included as Exhibit 1.6 to our Current Report on Form 8-K filed on December 28, 2018 and incorporated herein by reference).
~~1.10~~	Master Forward Confirmation, dated December 28, 2018, between Healthcare Trust of America, Inc. and JPMorgan Chase Bank, National Association, London Branch (included as Exhibit 1.7 to our Current Report on Form 8-K filed on December 28, 2018 and incorporated herein by reference).
~~1.11~~1.3		Master Forward Confirmation, dated December 28, 2018, between Healthcare Trust of America, Inc. and Bank of Montreal. (included as Exhibit 1.8 to our Current Report on Form 8-K filed on December 28, 2018 and incorporated herein by reference).
~~1.12~~	Master Forward Confirmation, dated December 28, 2018, between Healthcare Trust of America, Inc. and MUFG Securities EMEA plc. (included as Exhibit 1.9 to our Current Report on Form 8-K filed on December 28, 2018 and incorporated herein by reference).
~~1.13~~	Master Forward Confirmation, dated December 28, 2018, between Healthcare Trust of America, Inc. and Wells Fargo Bank, National Association. (included as Exhibit 1.10 to our Current Report on Form 8-K filed on December 28, 2018 and incorporated herein by reference).
~~1.14~~	Master Forward Confirmation, dated December 28, 2018, between Healthcare Trust of America, Inc. and Bank of America, N.A. (included as Exhibit 1.11 to our Current Report on Form 8-K filed on December 28, 2018 and incorporated herein by reference).
~~1.15~~	Master Forward Confirmation, dated December 28, 2018, between Healthcare Trust of America, Inc. and Jefferies LLC. (included as Exhibit 1.12 to our Current Report on Form 8-K filed on December 28, 2018 and incorporated herein by reference).

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~~1.16~~	Underwriting Agreement, dated September 5, 2019, among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc., and BofA Securities, Inc., J.P. Morgan Securities LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (included as Exhibit 1.1 to our Current Report on Form 8-K filed on September 6, 2019 and incorporated herein by reference).
~~1.17~~1.4		~~Amendment No. 1,~~Underwriting Agreement, dated ~~November 29, 2019,~~September 14, 2020, among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc., and Wells Fargo Securities, LLC, Jefferies LLC, J.P. Morgan Securities LLC, and U.S. Bancorp Investments, Inc. as representatives of the several underwriters named therein (included as Exhibit 1.1 to our Current Report on Form 8-K filed on September 15, 2020 and incorporated herein by reference).
1.5		Equity Distribution Agreement, dated ~~December 28, 2018,~~March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and J.P. Morgan Securities LLC and JPMorgan Chase Bank, National Association, ~~London Branch,~~ on the other hand (included as Exhibit 1.1 to our Current Report on Form 8-K filed on ~~November 29, 2019~~March 8, 2021 and incorporated herein by reference).
~~1.18~~1.6		~~Amendment No. 1, dated November 29, 2019, to~~ Equity Distribution Agreement, dated ~~December 28, 2018,~~March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and BMO Capital Markets Corp. and Bank of Montreal, on the other hand (included as Exhibit 1.2 to our Current Report on Form 8-K filed on ~~November 29, 2019~~March 8, 2021 and incorporated herein by reference).
~~1.19~~1.7		~~Amendment No. 1, dated November 29, 2019, to~~ Equity Distribution Agreement, dated ~~December 28, 2018,~~March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and MUFG Securities Americas Inc. and MUFG Securities EMEA plc, on the other hand (included as Exhibit 1.3 to our Current Report on Form 8-K filed on ~~November 29, 2019~~March 8, 2021 and incorporated herein by reference).
~~1.20~~1.8		~~Amendment No. 1, dated November 29, 2019, to~~ Equity Distribution Agreement, dated ~~December 28, 2018,~~March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and Wells Fargo Securities, LLC and Wells Fargo Bank, National Association, on the other hand (included as Exhibit 1.4 to our Current Report on Form 8-K filed on ~~November 29, 2019~~March 8, 2021 and incorporated herein by reference).
~~1.21~~1.9		~~Amendment No. 1, dated November 29, 2019, to~~ Equity Distribution Agreement, dated ~~December 28, 2018,~~March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and BofA Securities, Inc. ~~(an assignee of Merrill Lynch, Pierce, Fenner & Smith Incorporated)~~ and Bank of America, N.A., on the other hand (included as Exhibit 1.5 to our Current Report on Form 8-K filed on ~~November 29, 2019~~March 8, 2021 and incorporated herein by reference).
~~1.22~~1.10		~~Amendment No. 1, dated November 29, 2019, to~~ Equity Distribution Agreement, dated ~~December 28, 2018,~~March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and Jefferies LLC, on the other hand (included as Exhibit 1.6 to our Current Report on Form 8-K filed on ~~November 29, 2019~~March 8, 2021 and incorporated herein by reference).
~~1.23~~1.11		~~Amendment No. 1,~~Equity Distribution Agreement, dated ~~November 29, 2019, to Master Forward Confirmation, dated December 28, 2018, between~~March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and ~~JPMorgan Chase Bank, National Association, London Branch~~Morgan Stanley & Co. LLC, on the other hand (included as Exhibit 1.7 to our Current Report on Form 8-K filed on ~~November 29, 2019~~March 8, 2021 and incorporated herein by reference).
~~1.24~~1.12		~~Amendment No. 1,~~Equity Distribution Agreement, dated ~~November 29, 2019,~~March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and Capital One Securities, Inc., on the other hand (included as Exhibit 1.8 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
1.13		Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and BTIG, LLC, on the other hand (included as Exhibit 1.9 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
1.14		Equity Distribution Agreement, dated March 5, 2021, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, on the one hand, and Scotia Capital (USA) Inc. and the Bank of Nova Scotia, on the other hand (included as Exhibit 1.10 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).

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1.15		Master Forward Confirmation, dated ~~December 28, 2018,~~March 5, 2021, between Healthcare Trust of America, Inc. and JPMorgan Chase Bank, National Association (included as Exhibit 1.11 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
1.16		Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of America, Inc. and Bank of Montreal (included as Exhibit ~~1.8~~1.12 to our Current Report on Form 8-K filed on ~~November 29, 2019~~March 8, 2021 and incorporated herein by reference).
~~1.25~~1.17		~~Amendment No. 1, dated November 29, 2019, to~~ Master Forward Confirmation, dated ~~December 28, 2018,~~March 5, 2021, between Healthcare Trust of America, Inc. and MUFG Securities EMEA ~~plc~~plc. (included as Exhibit ~~1.9~~1.13 to our Current Report on Form 8-K filed on ~~November 29, 2019~~March 8, 2021 and incorporated herein by reference).
~~1.26~~1.18		~~Amendment No. 1, dated November 29, 2019, to~~ Master Forward Confirmation, dated ~~December 28, 2018,~~March 5, 2021, between Healthcare Trust of America, Inc. and Wells Fargo Bank, National Association (included as Exhibit ~~1.10~~1.14 to our Current Report on Form 8-K filed on ~~November 29, 2019~~March 8, 2021 and incorporated herein by reference).
~~1.27~~1.19		~~Amendment No. 1, dated November 29, 2019, to~~ Master Forward Confirmation, dated ~~December 28, 2018,~~March 5, 2021, between Healthcare Trust of America, Inc. and Bank of America, N.A. (included as Exhibit ~~1.11~~1.15 to our Current Report on Form 8-K filed on ~~November 29, 2019~~March 8, 2021 and incorporated herein by reference).
~~1.28~~1.20		~~Amendment No. 1, dated November 29, 2019, to~~ Master Forward Confirmation, dated ~~December 28, 2018,~~March 5, 2021, between Healthcare Trust of America, Inc. and Jefferies LLC (included as Exhibit ~~1.12~~1.16 to our Current Report on Form 8-K filed on ~~November 29, 2019~~March 8, 2021 and incorporated herein by reference).
~~3.1~~1.21		Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of America, Inc. and Morgan Stanley & Co. LLC (included as Exhibit 1.17 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
1.22		Master Forward Confirmation, dated March 5, 2021, between Healthcare Trust of America, Inc. and The Bank of Nova Scotia (included as Exhibit 1.18 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
2.1		Agreement and Plan of Merger, dated as of February 28, 2022, among Healthcare Realty Trust Incorporated, Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, and HR Acquisition 2, LLC (included as Exhibit 2.1 to our Current Report on Form 8-K filed on March 1, 2022 and incorporated herein by reference).
3.1		Fifth Articles of Amendment and Restatement of Healthcare Trust of America, Inc., effective March 11, 2014 (included as Exhibit 3.1 to our Current Report on Form 8-K filed on March 11, 2014 and incorporated herein by reference).
3.2		Articles of Amendment of Healthcare Trust of America, Inc., effective December 15, 2014 (included as Exhibit 3.1 to our Current Report on Form 8-K filed on December 16, 2014 and incorporated herein by reference).
3.3		Articles of Amendment of Healthcare Trust of America, Inc., effective December 15, 2014 (included as Exhibit 3.2 to our Current Report on Form 8-K filed on December 16, 2014 and incorporated herein by reference).
3.4		Second Amended and Restated Bylaws of Healthcare Trust of America, Inc., effective March 11, 2014 (included as Exhibit 3.2 to our Current Report on Form 8-K filed on March 11, 2014 and incorporated herein by reference).
~~3.5~~	Certificate of Limited Partnership of NNN Healthcare/Office REIT Holdings, L.P. (included as Exhibit 3.3 to our Registration Statement on Form S-4 (File No. 333-190916) filed on August 30, 2013 and incorporated herein by reference).

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~~3.6~~3.5	Certificate of Correction to Certificate of Limited Partnership of NNN Healthcare/Office REIT Holdings, L.P. (included as Exhibit 3.4 to our Registration Statement on Form S-4 (File No. 333-190916) filed on August 30, 2013 and incorporated herein by reference).
~~3.7~~3.6		Certificate of Amendment to Certificate of Limited Partnership of NNN Healthcare/Office REIT Holdings, L.P. (included as Exhibit 3.5 to our Registration Statement on Form S-4 (File No. 333-190916) filed on August 30, 2013 and incorporated herein by reference).
~~3.8~~3.7		Amendment to the Certificate of Limited Partnership of NNN Healthcare/Office REIT Holdings, L.P. (included as Exhibit 3.6 to our Registration Statement on Form S-4 (File No. 333-190916) filed on August 30, 2013 and incorporated herein by reference).
~~3.9~~3.8		Certificate of Amendment to Certificate of Limited Partnership of Grubb & Ellis Healthcare REIT Holdings, LP. (included as Exhibit 3.7 to our Registration Statement on Form S-4 (File No. 333-190916) filed on August 30, 2013 and incorporated herein by reference).
~~3.10~~3.9		Certificate of Amendment to Certificate of Limited Partnership of Healthcare Trust of America Holdings, LP (included as Exhibit 3.8 to our Registration Statement on Form S-4 (File No. 333-190916) filed on August 30, 2013 and incorporated herein by reference).
~~3.11~~3.10		Amended and Restated Agreement of Limited Partnership of Healthcare Trust of America Holdings, LP (included as Exhibit 10.1 to our Current Report on Form 8-K filed on December 21, 2012 and incorporated herein by reference).
~~3.12~~3.11		Articles Supplementary of Healthcare Trust of America, Inc., dated July 14, 2017 (included as Exhibit 3.1 to our Current Report on Form 8-K filed on July 14, 2017 and incorporated herein by reference).
~~3.13~~3.12		~~Third~~Fourth Amended and Restated Bylaws of Healthcare Trust of America, Inc., dated April ~~23, 2018~~27, 2020 (included as Exhibit 3.1 to our Current Report on Form 8-K filed on April ~~23, 2018~~29, 2020 and incorporated herein by ~~reference)~~reference..

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4.1			Indenture, dated as of March 28, 2013, among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc. and U.S. Bank National Association, as trustee, including the form of 3.70% Senior Notes due 2023 and the guarantee thereof (included as Exhibit 4.1 to our Current Report on Form 8-K filed on March 28, 2013 and incorporated herein by reference).
4.2			2026 Notes Indenture, dated as of July 12, 2016, among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc. and U.S. Bank National Association, as trustee, including the form of 3.500% Senior Notes due 2026 and the guarantee thereof (included as Exhibit 4.1 to the Operating Partnership’s Current Report on Form 8-K filed on July 12, 2016 and incorporated herein by reference).
4.2			2027 Notes Indenture, dated as of June 8, 2017, among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc. and U.S. Bank National Association, as trustee, including the form of 3.750% Senior Notes due 2027 and the guarantee thereof (included as Exhibit 4.2 to our Current Report on Form 8-K filed on June 13, 2017 and incorporated herein by reference).
4.3			2030 Notes Indenture, dated as of September 16, 2019, among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc. and U.S. Bank National Association, as trustee, including the form of 3.100% Senior Notes due 2030 and the guarantee thereof (included as Exhibit 4.1 to our Current Report on Form 8-K filed on September 16, 2019 and incorporated by reference).
4.5*4.4			2031 Notes Indenture, dated as of September 28, 2020, among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc. and U.S. Bank National Association, as trustee, including the form of 2.000% Senior Notes due 2031 and the guarantee thereof (included as Exhibit 4.1 to our Current Report on Form 8-K filed on September 28, 2020 and incorporated herein by reference).
4.5*			Description of Registrant's Securities.
5.1			Opinion of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on September 13, 2016 and incorporated herein by reference).
5.2			Opinion of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on May 8, 2017 and incorporated herein by reference).
5.3			Opinion of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on June 13, 2017 and incorporated herein by reference).
5.4			Opinion of O’Melveny & Myers LLP (included as Exhibit 5.2 to our Current Report on Form 8-K filed on June 13, 2017 and incorporated herein by reference).
5.5			Opinion of O’Melveny & Myers LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on September 18, 2017 and incorporated herein by reference).
5.6			Opinion of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on December 28, 2018 and incorporated herein by reference).
5.7			Opinion of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on September 16, 2019 and incorporated herein by reference).
5.8			Opinion of O’Melveny & Myers LLP (included as Exhibit 5.2 to our Current Report on Form 8-K filed on September 16, 2019 and incorporated herein by reference).
5.9			Opinion of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on November 29, 2019 and incorporated herein by reference).
~~8.1~~5.10			Opinion of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on September 28, 2020 and incorporated herein by reference).
5.11			Opinion of McDermott Will & Emery LLP (included as Exhibit 5.2 to our Current Report on Form 8-K filed on September 28, 2020 and incorporated herein by reference).
5.12			Opinion of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
8.1			Opinion of O’Melveny & Myers LLP as to certain tax matters (included as Exhibit 8.1 to our Current Report on Form 8-K filed on May 8, 2017 and incorporated herein by reference).

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8.2	Opinion of O’Melveny & Myers LLP as to certain tax matters (included as Exhibit 8.1 to our Current Report on Form 8-K filed on June 13, 2017 and incorporated herein by reference).
8.3		Opinion of O’Melveny & Myers LLP as to certain tax matters (included as Exhibit 8.1 to our Current Report on Form 8-K filed on September 16, 2019 and incorporated herein by reference).
10.1*8.4		Opinion of McDermott Will & Emery LLP as to certain tax matters (included as Exhibit 8.1 to our Current Report on Form ~~of Indemnification Agreement executed~~8-K filed on September 28, 2020 and incorporated herein by ~~H. Lee Cooper.~~reference).
10.2*10.1		Agreement Representing Indemnification Matters, dated February 22, 2021 (included as Exhibit 10.1 to our Annual Report on Form 10-K filed on February 24, 2021 and incorporated herein by reference).
10.2		Form of Indemnification Agreement executed by Jay P. ~~Leupp.~~Leupp (included as Exhibit 10.2 to our Annual Report on Form 10-K filed on February 18, 2020 and incorporated herein by reference).
10.3		Form of Indemnification Agreement executed by Vicki U. Booth (included as Exhibit 10.1 to our Annual Report on Form 10-K filed on February 19, 2019 and incorporated herein by reference).
10.4		Form of Indemnification Agreement executed by Roberta B. Bowman (included as Exhibit 10.2 to our Annual Report on Form 10-K filed on February 19, 2019 and incorporated herein by reference).

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10.5			Form of Indemnification Agreement executed by Daniel S. Henson (included as Exhibit 10.3 to our Annual Report on Form 10-K filed on February 19, 2019 and incorporated herein by reference).
10.6†			Healthcare Trust of America, Inc. Amended and Restated 2006 Incentive Plan, dated February 24, 2011 (included as Exhibit 10.1 to our Current Report on Form 8-K filed on March 2, 2011 and incorporated herein by reference).
10.7†			Healthcare Trust of America, Inc. 2006 Independent Directors Compensation Plan, effective as of July 9, 2019 (included as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on July 24, 2019 and incorporated herein by reference).
10.8			Form of Amended and Restated Indemnification Agreement executed by Scott D. Peters, W. Bradley Blair, II, Maurice J. DeWald, Warren D. Fix, Larry L. Mathis and Gary T. Wescombe (included as Exhibit 10.1 to our Current Report on Form 8-K filed on December 22, 2010 and incorporated herein by reference).
10.9			Form of Indemnification Agreement executed by Amanda L. Houghton (included as Exhibit 10.49 to our Annual Report on Form 10-K filed on March 1, 2013 and incorporated herein by reference).
10.10			Form of Indemnification Agreement executed by Robert A. Milligan (included as Exhibit 10.50 to our Annual Report on Form 10-K filed on March 1, 2013 and incorporated herein by reference).
10.11			Form of Indemnification Agreement executed by Peter N. Foss (included as Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on July 30, 2015 and incorporated herein by reference).
10.12			Form of LTIP Award Agreement (CEO Version) (included as Exhibit 10.2 to our Current Report on Form 8-K filed on May 18, 2012 and incorporated herein by reference).
10.13			Form of LTIP Award Agreement (Executive Version) (included as Exhibit 10.3 to our Current Report on Form 8-K filed on May 18, 2012 and incorporated herein by reference).
10.14			Form of LTIP Award Agreement (Director Version) (included as Exhibit 10.4 to our Current Report on Form 8-K filed on May 18, 2012 and incorporated herein by reference).
10.15†			Amended and Restated Employment Agreement between Healthcare Trust of America, Inc. and Scott D. Peters, effective July 8, 2016 (included as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on August 3, 2016 and incorporated herein by reference).
10.16†			Amended and Restated Employment Agreement between Healthcare Trust of America, Inc. and Robert A. Milligan, effective July 8, 2016 (included as Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on August 3, 2016 and incorporated herein by reference).
10.17†			Amended and Restated Employment Agreement between Healthcare Trust of America, Inc. and Amanda L. Houghton, effective July 8, 2016 (included as Exhibit 10.4 to our Quarterly Report on Form 10-Q filed on August 2, 2016 and incorporated herein by reference).
10.18			Letter Agreement between Healthcare Trust of America, Inc. and Scott D. Peters dated July 14, 2017 (included as Exhibit 10.1 to our Current Report on Form 8-K filed on July 14, 2017 and incorporated herein by reference).
10.19			Letter Agreement between Healthcare Trust of America, Inc. and Robert A. Milligan dated July 14, 2017 (included as Exhibit 10.2 to our Current Report on Form 8-K filed on July 14, 2017 and incorporated herein by reference).
10.20			Letter Agreement between Healthcare Trust of America, Inc. and Amanda L. Houghton dated July 14, 2017 (included as Exhibit 10.3 to our Current Report on Form 8-K filed on July 14, 2017 and incorporated herein by reference).
10.21			Letter Agreement between Healthcare Trust of America, Inc. and Scott D. Peters dated March 18, 2019 (included as Exhibit 10.1 to our Current Report on Form 8-K filed on March 18, 2019 and incorporated herein by reference).
10.22			Letter Agreement between Healthcare Trust of America, Inc. and Robert A. Milligan dated March 18, 2019 (included as Exhibit 10.2 to our Current Report on Form 8-K filed on March 18, 2019 and incorporated herein by reference).
10.23			Letter Agreement between Healthcare Trust of America, Inc. and Amanda L. Houghton dated March 18, 2019 (included as Exhibit 10.3 to our Current Report on Form 8-K filed on March 18, 2019 and incorporated herein by reference).
10.24			Restricted Stock Award Certificate (included as Exhibit 10.27 to our Annual Report on Form 10-K filed on February 21, 2017 and incorporated herein by reference).

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10.25	Credit Agreement by and among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc., JPMorgan Chase Bank, N.A., as administrative agent, Wells Fargo Bank, N.A. and Deutsche Bank Securities Inc., as syndication agents, U.S. Bank National Association, Fifth Third Bank, Capital One, N.A., Regions Bank, and Compass Bank, as documentation agents, and the Lenders Party Hereto dated March 29, 2012 (included as Exhibit 10.1 to our Current Report on Form 8-K filed on April 2, 2012 and incorporated herein by reference).
10.26		Guaranty by Healthcare Trust of America, Inc. for the benefit of JPMorgan Chase Bank, N.A., as administrative agent, the Lenders, the Issuing Bank and the Swingline Lender dated March 29, 2012 (included as Exhibit 10.2 to our Current Report on Form 8-K filed on April 2, 2012 and incorporate herein by reference).
10.27		Credit Agreement by and among Healthcare Trust of America Holdings, LP, Wells Fargo Bank, N.A., as administrative agent, Wells Fargo Securities, LLC, as lead arranger, and the Lenders Party Hereto, dated July 20, 2012 (included as Exhibit 10.8 to our Quarterly Report on Form 10-Q filed on August 9, 2012 and incorporated herein by reference).

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10.28			Guaranty by Healthcare Trust of America, Inc. in favor of Wells Fargo Bank, N.A., as administrative agent dated July 20, 2012 (included as Exhibit 10.9 to our Quarterly Report on Form 10-Q filed on August 9, 2012 and incorporated herein by reference).
10.29			Term Loan Note (included as Exhibit 10.2 to our Current Report on Form 8-K filed on January 9, 2014 and incorporated herein by reference).
10.30			First Modification to Credit Agreement (included as Exhibit 10.3 to our Current Report on Form 8-K filed on January 9, 2014 and incorporated herein by reference).
10.31			Amended and Restated Revolving Credit and Term Loan Agreement, dated November 19, 2014, by and among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc., JP Morgan Chase Bank, N.A., as administrative agent, Wells Fargo Bank, National Association and U.S. Bank National Association, as syndication agents, Bank of Montreal, PNC Bank, National Association, The Bank of Nova Scotia, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as documentation agents, Compass Bank, Fifth Third Bank, Regions Bank, and Capital One, N.A., as managing agents and the lenders party thereto (included as Exhibit 10.1 to our Current Report on Form 8-K filed on November 24, 2014 and incorporated herein by reference).
10.32			Guaranty dated November 19, 2014, by Healthcare Trust of America, Inc. for the benefit of JPMorgan Chase Bank, N.A., as administrative agent, the Lenders, and Bank of America, N.A., as swing lender and issuing bank (included as Exhibit 10.2 to our Current Report on Form 8-K filed on November 24, 2014 and incorporated herein by reference).
10.33			Second Modification to Credit Agreement, dated November 19, 2014, by and among Healthcare Trust of America Holdings, LP, Wells Fargo Bank, National Association, and the lenders party thereto (included as Exhibit 10.3 to our Current Report on Form 8-K filed on November 24, 2014 and incorporated herein by reference).
10.34			First Amendment to the Amended and Restated Revolving Credit and Term Loan Agreement, dated February 11, 2015, by and among Healthcare Trust of America, Inc., Healthcare Trust of America Holdings, LP, Bank of America, N.A. and JPMorgan Chase Bank, N.A., as administrative agent for the lenders (included as Exhibit 10.33 to our Annual Report on Form 10-K filed on February 23, 2015 and incorporated herein by reference).
10.35			Third Modification to the Credit Agreement (included as Exhibit 10.1 in our Current Report on Form 8-K filed on September 29, 2016 and incorporated herein by reference).
10.36			Credit Agreement by and among Healthcare Trust of America Holdings, LP, Healthcare Trust of America, Inc., JPMorgan Chase Bank, N.A., as administrative agent, Wells Fargo Bank, National Association, U.S. Bank National Association, Capital One, N.A., PNC Bank, National Association and Bank of America, N.A., as syndication agents, Bank of Montreal, The Bank of Nova Scotia, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Compass Bank, Fifth Third Bank and Morgan Stanley Senior Funding, Inc., as documentation agents, Regions Bank, as managing agent, and the lenders named therein, dated July 27, 2017 (included as Exhibit 10.1 to our Current Report on Form 8-K filed on July 31, 2017 and incorporated herein by reference).
10.37			Guaranty dated July 27, 2017, by Healthcare Trust of America, Inc. for the benefit of JPMorgan Chase Bank, N.A., as administrative agent, the Lenders, the Issuing Bank and the Swingline Lender (included as Exhibit 10.2 to our Current Report on Form 8-K filed on July 31, 2017 and incorporated herein by reference).
10.38			Fifth Modification to the Credit Agreement, dated August 1, 2018, by and among Healthcare Trust of America Holdings, LP, Wells Fargo, National Association, and the lenders party thereto (included as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on August 3, 2018 and incorporated herein by reference).
21.1*10.39			~~Subsidiaries.~~Form of Indemnification Agreement executed by H. Lee Cooper (included as Exhibit 10.1 to our Annual Report on Form 10-K filed on February 18, 2020 and incorporated herein by reference).
23.1*10.40			Agreement Respecting Indemnification Matters, dated November 3, 2020 (included as Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on November 4, 2020 and incorporated herein by reference).
10.41†			Healthcare Trust of America, Inc. Amended and Restated 2006 Incentive Plan, dated April 29, 2021 (included as Exhibit 99.1 to our Current Report on Form 8-K filed on July 8, 2021 and incorporated herein by reference).
10.42			Employment Agreement between Healthcare Trust of America, Inc. and Peter N. Foss dated September 16, 2021 (included as Exhibit 10.1 to our Current Report on Form 8-K filed on September 17, 2021 and incorporated herein by reference).
10.43			Credit Agreement by and among Healthcare Trust of America, LP, Healthcare Trust of America, Inc., JPMorgan Chase Bank, N.A., as administrative agent, Wells Fargo Bank, National Association, U.S. Bank National Association, Capital One, National Association, PNC Bank, National Association and Bank of America, N.A., as syndication agents, Bank of Montreal, The Bank of Nova Scotia, Fifth Third Bank, National Association, Mizuho Bank, LTD., Morgan Stanley Senior Funding, Inc., MUFG Bank, LTD. and Regions Bank, as documentation agents, and the lenders named therein, dated October 6, 2021 (included as Exhibit 10.1 to our Current Report on Form 8-K filed on October 7, 2021 and incorporated herein by reference).
10.44†			First Amendment to the Amended and Restated Employment Agreement between Healthcare Trust of America, Inc. and Robert A. Milligan (included as Exhibit 99.1 to our Current Report on Form 8-K filed on March 15, 2022 and incorporated herein by reference).
10.45†			First Amendment to the Amended and Restated Employment Agreement between Healthcare Trust of America, Inc. and Amanda L. Houghton (included as Exhibit 99.2 to our Current Report on Form 8-K filed on March 15, 2022 and incorporated herein by reference).
10.46***			Form of Indemnification Agreement executed by Constance B. Moore.
10.47***			Form of Indemnification Agreement executed by Reshma Block.
21.1*			Subsidiaries.
23.1*			Consent of Independent Registered Public Accounting Firm - Healthcare Trust of America, Inc.
23.2*			Consent of Independent Registered Public Accounting Firm - Healthcare Trust of America Holdings, LP.

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23.3			Consent of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on September 13, 2016 and incorporated herein by reference).
23.4			Consent of KPMG LLP (included as Exhibit 23.1 to our Current Report on Form 8-K filed on May 1, 2017 and incorporated herein by reference).

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23.5	Consent of Venable LLP (included as Exhibit 23.1 to our Current Report on Form 8-K filed on May 8, 2017 and incorporated herein by reference).
23.6		Consent of O’Melveny & Myers LLP as to certain tax matters (included as Exhibit 23.2 to our Current Report on Form 8-K filed on May 8, 2017 and incorporated herein by reference).
23.7		Consent of Venable LLP (included as Exhibit 23.1 to our Current Report on Form 8-K filed on June 13, 2017 and incorporated herein by reference).
23.8		Consent of O’Melveny & Myers LLP (included as Exhibit 5.2 and 8.1 to our Current Report on Form 8-K filed on June 13, 2017 and incorporated herein by reference).
23.9		Consent of KPMG LLP (included as Exhibit 23.1 to our Current Report on Form 8-K/A filed on August 21, 2017 and incorporated herein by reference).
23.10		Consent of Katz, Sapper & Miller, LLP (included as Exhibit 23.2 to our Current Report on Form 8-K/A filed on August 21, 2017 and incorporated herein by reference).
23.11		Consent of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on September 18, 2017 and incorporated herein by reference).
23.12		Consent of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on September 16, 2019 and incorporated herein by reference).
23.13		Consent of O’Melveny & Myers LLP (included as Exhibit 5.2 and 8.1 to our Current Report on Form 8-K filed on September 16, 2019 and incorporated herein by reference).
23.14		Consent of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on November 29, 2019 and incorporated herein by reference).
31.1*23.15		Consent of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on September 28, 2020 and incorporated herein by reference).
23.16		Consents of McDermott Will & Emery LLP (included as Exhibit 5.2 and 8.1 to our current Report on Form 8-K filed on September 28, 2020 and incorporated herein by reference).
23.17		Consent of Venable LLP (included as Exhibit 5.1 to our Current Report on Form 8-K filed on March 8, 2021 and incorporated herein by reference).
31.1*		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America, Inc.
31.2*		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America, Inc.
31.3*		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America Holdings, LP.
31.4*		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America Holdings, LP.
32.131.5**		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America, Inc.
31.6***		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America, Inc.
31.7***		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America Holdings, LP.
31.8***		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America Holdings, LP.
32.1**		Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America Inc.
32.2**		Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America, Inc.
32.3**		Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America Holdings, LP.
32.4**		Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 for Healthcare Trust of America Holdings, LP.
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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*			~~Filed herewith.~~Previously filed with the Annual Report on Form 10-K filed with the SEC on March 1, 2022, which is being amended hereby.
**			~~Furnished herewith.~~Previously furnished with the Annual Report on Form 10-K filed with the SEC on March 1, 2022, which is being amended hereby.
†***			Filed herewith.
†			Compensatory plan or arrangement.

~~110~~

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K/A to be signed on its behalf by the undersigned thereunto duly ~~authorized.~~authorized


		Healthcare Trust of America, Inc.

By:		/s/ Peter N. Foss		Interim President and Chief Executive Officer
		Peter N. Foss		(Principal Executive Officer)
Date:		April 12, 2022

By:		~~Healthcare Trust of America, Inc.~~

~~By:~~	~~/s/ Scott D. Peters~~	~~Chief Executive Officer, President and Chairman~~
	~~Scott D. Peters~~	~~(Principal Executive Officer)~~
~~Date:~~	~~February 18, 2020~~

~~By:~~	/s/ Robert A. Milligan		Chief Financial Officer
		Robert A. Milligan		(Principal Financial Officer and Principal Accounting Officer)
Date:		~~February 18, 2020~~April 12, 2022

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



~~By:~~	~~/s/ Scott D. Peters~~	~~Chief Executive Officer, President and Chairman~~
	~~Scott D. Peters~~	~~(Principal Executive Officer)~~
~~Date:~~	~~February 18, 2020~~

~~By:~~	~~/s/ Robert A. Milligan~~	~~Chief Financial Officer~~
	~~Robert A. Milligan~~	~~(Principal Financial Officer and Principal Accounting Officer)~~
~~Date:~~	~~February 18, 2020~~

~~By:~~	~~/s/ W. Bradley Blair, II~~	~~Lead Director~~
	~~W. Bradley Blair, II~~
~~Date:~~	~~February 18, 2020~~

~~By:~~	~~/s/ Vicki U. Booth~~	~~Director~~
	~~Vicki U. Booth~~
~~Date:~~	~~February 18, 2020~~

~~By:~~	~~/s/ H. Lee Cooper~~	~~Director~~
	~~H. Lee Cooper~~
~~Date:~~	~~February 18, 2020~~

~~By:~~	~~/s/ Maurice J. DeWald~~	~~Director~~
	~~Maurice J. DeWald~~
~~Date:~~	~~February 18, 2020~~

~~By:~~	~~/s/ Warren D. Fix~~	~~Director~~
	~~Warren D. Fix~~
~~Date:~~	~~February 18, 2020~~

~~By:~~	~~/s/ Peter N. Foss~~	~~Director~~
	~~Peter N. Foss~~
~~Date:~~	~~February 18, 2020~~

~~By:~~	~~/s/ Jay P. Leupp~~	~~Director~~
	~~Jay P. Leupp~~
~~Date:~~	~~February 18, 2020~~

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~~Table of Contents~~



~~By:~~	~~/s/ Larry L. Mathis~~	~~Director~~
	~~Larry L. Mathis~~
~~Date:~~	~~February 18, 2020~~

~~By:~~	~~/s/ Gary T. Wescombe~~	~~Director~~
	~~Gary T. Wescombe~~
~~Date:~~	~~February 18, 2020~~

~~SIGNATURES~~

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned thereunto duly authorized.~~



	~~Healthcare Trust of America Holdings, LP~~

~~By:~~	~~Healthcare Trust of America, Inc.,~~
	~~its General Partner~~

~~By:~~	~~/s/ Scott D. Peters~~	~~Chief Executive Officer, President and Chairman~~
	~~Scott D. Peters~~	~~(Principal Executive Officer)~~
~~Date:~~	~~February 18, 2020~~

~~By:~~	~~/s/ Robert A. Milligan~~	~~Chief Financial Officer~~
	~~Robert A. Milligan~~	~~(Principal Financial Officer and Principal Accounting Officer)~~
~~Date:~~	~~February 18, 2020~~

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K/A has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


By:	/s/ Peter N. Foss	Interim President and Chief Executive Officer
	Peter N. Foss	(Principal Executive Officer)
Date:	April 12, 2022

By:	/s/ ~~Scott~~Robert A. Milligan	Chief Financial Officer
	Robert A. Milligan	(Principal Financial Officer and Principal Accounting Officer)
Date:	April 12, 2022

By:	/s/ W. Bradley Blair, II	Lead Director
	W. Bradley Blair, II
Date:	April 12, 2022

By:	/s/ Reshma Block	Director
	Reshma Block
Date:	April 12, 2022

By:	/s/ Vicki U. Booth	Director
	Vicki U. Booth
Date:	April 12, 2022

By:	/s/ H. Lee Cooper	Director
	H. Lee Cooper
Date:	April 12, 2022

By:	/s/ Warren D. ~~Peters~~Fix	Director
	Warren D. Fix
Date:	April 12, 2022

By:	/s/ Jay P. Leupp	Director
	Jay P. Leupp
Date:	April 12, 2022

By:	/s/ Constance B. Moore	Director
	Constance B. Moore
Date:	April 12, 2022

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SIGNATURES


	Healthcare Trust of America Holdings, LP

By:	Healthcare Trust of America, Inc.,
	its General Partner

By:	/s/ Peter N. Foss	Interim President and Chief Executive Officer
	Peter N. Foss	(Principal Executive Officer)
Date:	April 12, 2022

By:	/s/ Robert A. Milligan	Chief Financial Officer
	Robert A. Milligan	(Principal Financial Officer and Principal Accounting Officer)
Date:	April 12, 2022


By:	/s/ Peter N. Foss	Interim President and ~~Chairman~~Chief Executive Officer
	~~Scott D. Peters~~Peter N. Foss	(Principal Executive Officer) of Healthcare Trust of America, Inc.,
Date:	~~February 18, 2020~~April 12, 2022	general partner of Healthcare Trust of America Holdings, LP

By:	/s/ Robert A. Milligan	Chief Financial Officer
	Robert A. Milligan	(Principal Financial Officer and Principal Accounting Officer) of
Date:	~~February 18, 2020~~April 12, 2022	Healthcare Trust of America, Inc., general partner of Healthcare Trust
		of America Holdings, LP

By:	/s/ W. Bradley Blair, II	Lead Director of Healthcare Trust of America, Inc., general partner of
	W. Bradley Blair, II	Healthcare Trust of America Holdings, LP
Date:	~~February 18, 2020~~April 12, 2022

By:	/s/ ~~Vicki U. Booth~~Reshma Block	Director of Healthcare Trust of America, Inc., general partner of
	~~Vicki U. Booth~~Reshma Block	Healthcare Trust of America Holdings, LP
Date:	~~February 18, 2020~~April 12, 2022

By:	/s/ ~~H. Lee Cooper~~Vicki U. Booth	Director of Healthcare Trust of America, Inc., general partner of
	~~H. Lee Cooper~~Vicki U. Booth	Healthcare Trust of America Holdings, LP
Date:	~~February 18, 2020~~April 12, 2022

By:	/s/ ~~Maurice J. DeWald~~H. Lee Cooper	Director of Healthcare Trust of America, Inc., general partner of
	~~Maurice J. DeWald~~H. Lee Cooper	Healthcare Trust of America Holdings, LP
Date:	~~February 18, 2020~~April 12, 2022

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~~Table of Contents~~



By:		/s/ Warren D. Fix	Director of Healthcare Trust of America, Inc., general partner of
		Warren D. Fix	Healthcare Trust of America Holdings, LP
Date:		~~February 18, 2020~~April 12, 2022

By:		/s/ ~~Peter N. Foss~~Jay P. Leupp	Director of Healthcare Trust of America, Inc., general partner of
		~~Peter N. Foss~~Jay P. Leupp	Healthcare Trust of America Holdings, LP
Date:		~~February 18, 2020~~April 12, 2022

By:		/s/ ~~Jay P. Leupp~~Constance B. Moore	Director of Healthcare Trust of America, Inc., general partner of
		~~Jay P. Leupp~~Constance B. Moore	Healthcare Trust of America Holdings, LP
Date:		~~February 18, 2020~~April 12, 2022

~~By:~~	~~/s/ Larry L. Mathis~~	~~Director of Healthcare Trust of America, Inc., general partner of~~
	~~Larry L. Mathis~~	~~Healthcare Trust of America Holdings, LP~~
~~Date:~~	~~February 18, 2020~~

~~By:~~	~~/s/ Gary T. Wescombe~~	~~Director of Healthcare Trust of America, Inc., general partner of~~
	~~Gary T. Wescombe~~	~~Healthcare Trust of America Holdings, LP~~
~~Date:~~	~~February 18, 2020~~

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					Page
PART III
~~PART I~~
Item 1.10.	~~Business~~			4
~~Item 1A.~~	~~Risk Factors~~	17
~~Item 1B.~~	~~Unresolved Staff Comments~~	33
~~Item 2.~~	~~Properties~~	34
~~Item 3.~~	~~Legal Proceedings~~	35
~~Item 4.~~	~~Mine Safety Disclosures~~	35

~~PART II~~
~~Item 5.~~	~~Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~	36
~~Item 6.~~	~~Selected Financial Data~~	37
~~Item 7.~~	~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~	39
~~Item 7A.~~	~~Quantitative and Qualitative Disclosures About Market Risk~~	53
~~Item 8.~~	~~Financial Statements and Supplementary Data~~	54
~~Item 9.~~	~~Changes in and Disagreements With Accountants on Accounting and Financial Disclosure~~	54
~~Item 9A.~~	~~Controls and Procedures~~	54
~~Item 9B.~~	~~Other Information~~	56

~~PART III~~
~~Item 10.~~	Directors, Executive Officers and Corporate Governance	574
I~~Item~~tem 11.			Executive Compensation		5713
Item 12.			Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		5738
Item 13.			Certain Relationships and Related Transactions, and Director Independence		5740
Item 14.			Principal Accounting Fees and Services		5741

PART IV
Item 15.			Exhibits, Financial Statement Schedules		5844



☒			ANNUAL 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


W. Bradley Blair, II
Chairman of the Board of Directors / Financial Expert
Age: 78			Director Since: 2006
Committees: Audit, Compensation, Nominating and Corporate Governance, and Investment (Chair)

Biographical Description:
Mr. Blair was elected to be the Chairman of the Board of Directors effective August 2, 2021. Mr. Blair was previously appointed as the lead independent director of our Board of Directors in December 2014 and has served as an independent director of the Company since September 2006. Mr. Blair served as the Chief Executive Officer, President and Chairman of the board of directors of Golf Trust of America, Inc. (now known as Pernix Therapeutics Holdings, Inc. (NYSE MKT LLC: PTX)) from the time of its formation as a REIT and initial public offering in 1997 until his resignation and retirement in November 2007. During that term, Mr. Blair managed the acquisition, operation, leasing and disposition of the assets of the portfolio. From 1993 until February 1997, Mr. Blair served as Executive Vice President, Chief Operating Officer and General Counsel for The Legends Group. As an officer of The Legends Group, Mr. Blair was responsible for all aspects of its operations, including acquisitions, development and marketing. From 1978 to 1993, Mr. Blair was the managing partner at Blair Conaway Bograd & Martin, P.A., a law firm specializing in real estate, finance, taxation and acquisitions. Currently, Mr. Blair operates the Blair Group, a consulting practice, which focuses on real estate acquisitions and finance. Mr. Blair received a B.S. degree in Business from Indiana University in Bloomington, Indiana and a Juris Doctorate degree from the University of North Carolina School of Law. Mr. Blair is a member of the American Bar Association and the North Carolina Bar Association.
Board Experience and Qualifications:
Mr. Blair, the Chairman of the Board of Directors, provides the Company with broad real estate and legal experience, having served with a variety of companies in advisory, executive and/or director roles for over 40 years, including over 10 years as chief executive officer, president and chairman of the board of directors of a publicly traded REIT. He also operates a consulting practice which focuses on real estate acquisitions and finance. His diverse background in other business disciplines, coupled with his deep understanding and knowledge of real estate, contributes to the quality guidance and oversight he brings to our Board of Directors.


Reshma Block
Independent Director of the Board of Directors
Age: 47			Director Since: 2022
Committees: Nominating and Corporate Governance and Risk Management

Biographical Description:
Ms. Block was elected to the Board effective March 11, 2022. Ms. Block is currently the Head of Technology and Innovation at Tricon Residential Inc., which owns over 31,000 single-family and multi-family rental homes across the United States and Canada. She has more than 25 years of strategic technology experience with startup, midsized and Fortune 100 companies. Since 2010, Ms. Block has been the principal consultant and founder of Compass Consulting, LLC, a boutique consulting firm providing executive level management consulting and program management. From 2008 to 2010 she was the Chief Operating Officer of My Life Compass, an e-commerce company. From 2006 to 2008 she was the Chief Operating Officer of BioNovix, a life-science company, which provided proprietary and patented nutraceuticals. From 1996 to 2006 Ms. Block was an information technology leader for Intel Corporation, where she was the lead architect, engineer, and manager of Intel’s first Enterprise Backup and Recovery Program. Ms. Block holds an M.B.A. degree from Pepperdine Graziadio School of Business and a bachelor’s degree from California State Polytechnic University. She is an advisor of the Audit and Compliance Committee of Hoag Hospital, Vice President of the McCoy Rigby Arts Conservancy, the former Chair of the Orange County Community Foundation, and former Board Chair of the South Asian Helpline and Referral Agency.
Board Experience and Qualifications:
Ms. Block is an accomplished information technology executive and management consultant with 25 years of experience in all aspects of information technology. She is recognized for her strong and poised leadership, integrity, empathy, innovation, collaboration, business acumen, negotiation skills, delivery of results, team building, communication skills, financial discipline, mentorship, and philanthropy. Industry experience includes: Healthcare, Life-Science, E-commerce, Technology, Hospitality, Manufacturing, and Non-Profit companies.



Portfolio Diversification by Type	Number of Buildings	Number of States	GLA ⁽¹⁾	Percent of Total GLA		Annualized Base Rent ⁽¹⁾⁽²⁾		Percent of Annualized Base Rent
Medical Office Buildings
Single-tenant	116	22	6,306	25.5	%	$	161,773	26.3	%
Multi-tenant	324	33	17,156	69.3		414,921		67.4
Other Healthcare Facilities
Hospitals	15	8	954	3.8		32,960		5.4
Senior care	3	2	355	1.4		5,507		0.9
Total	458	33	24,771	100	%	$	615,161	100	%

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



Health System ⁽¹⁾	Weighted Average Remaining Lease Term ⁽²⁾	Total Leased GLA ⁽³⁾	Percent of Leased GLA		Annualized Base Rent ⁽³⁾⁽⁴⁾		Percent of Annualized Base Rent
Highmark-Allegheny Health Network	9	974	4.4	%	$	24,205	4.4	%
Baylor Scott & White Health	6	882	4.0		24,072		4.4
HCA Healthcare	6	695	3.1		20,029		3.6
Tenet Healthcare Corporation	7	513	2.3		12,876		2.3
Ascension	4	486	2.2		11,303		2.1
Tufts Medical Center	8	255	1.2		10,932		2.0
Steward Health Care	7	383	1.7		10,118		1.8
Community Health Systems	7	426	1.9		8,899		1.6
AdventHealth	3	365	1.6		8,510		1.6
CommonSpirit Health	9	352	1.6		7,616		1.4
Emblem Health	15	281	1.3		7,280		1.3
Harbin Clinic	8	313	1.4		6,898		1.3
Mercy Health	7	270	1.2		6,822		1.2
Atrium Health	1	210	0.9		6,397		1.2
UNC Health Care	7	235	1.1		6,293		1.1
		6,640	29.9	%	$	172,250	31.3	%

(1) The amounts in this table illustrate only direct leases with selected top health systems in our portfolio and are not inclusive of all health system tenants.
(2) Amounts presented in years.
(3) Amounts presented in thousands.
(4) Annualized base rent is calculated by multiplying contractual base rent as of the end of the year by 12 (excluding the impact of abatements, concessions, and straight-line rent).



Key Markets	Investment ⁽¹⁾		Percent of Investment		Total GLA ⁽¹⁾	Percent of Portfolio		Annualized Base Rent ⁽¹⁾⁽²⁾		Percent of Annualized Base Rent
Dallas, TX	$	850,274	11.6	%	2,053	8.3	%	$	57,689	9.4	%
Houston, TX	455,459		6.2		1,667	6.7		40,104		6.5
Boston, MA	397,693		5.4		965	3.9		32,931		5.4
Tampa, FL	347,764		4.8		952	3.9		24,974		4.1
Hartford/New Haven, CT	344,604		4.7		1,165	4.7		26,075		4.2
Atlanta, GA	338,886		4.6		1,120	4.5		27,098		4.4
Orange County/Los Angeles, CA	323,424		4.4		719	2.9		24,307		4.0
Indianapolis, IN	281,769		3.9		1,396	5.6		27,344		4.4
Phoenix, AZ	267,781		3.7		1,316	5.3		32,763		5.3
Denver, CO	265,807		3.6		607	2.5		19,464		3.2
New York, NY	256,144		3.5		615	2.5		17,000		2.8
Chicago, IL	231,178		3.2		454	1.8		14,661		2.4
Miami, FL	224,023		3.1		997	4.0		26,442		4.3
Raleigh, NC	223,796		3.1		622	2.5		17,312		2.8
Charlotte, NC	198,287		2.7		828	3.3		17,511		2.8
Albany, NY	170,071		2.3		833	3.4		16,882		2.7
Austin, TX	164,425		2.3		409	1.7		9,438		1.5
Orlando, FL	156,300		2.1		513	2.1		11,505		1.9
Pittsburgh, PA	148,612		2.0		1,094	4.4		26,421		4.3
Milwaukee, WI	116,082		1.6		368	1.5		6,931		1.1
Top 20 MSAs	5,762,379		78.8		18,693	75.5		476,852		77.5
Additional Top MSAs	1,133,923		15.5		4,364	17.6		97,465		15.9
Total Key Markets & Top 75 MSAs	$	6,896,302	94.3	%	23,057	93.1	%	$	574,317	93.4	%

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



Expiration ⁽¹⁾	Number of Expiring Leases	Total GLA of Expiring Leases ⁽²⁾	Percent of GLA of Expiring Leases		Annualized Base Rent of Expiring Leases ⁽²⁾⁽³⁾		Percent of Total Annualized Base Rent
Month-to-month	220	359	1.6	%	$	9,050	1.5	%
2020	671	2,019	9.0		53,082		8.6
2021	773	2,696	12.0		67,438		11.0
2022	535	2,356	10.5		60,133		9.8
2023	413	2,201	9.8		49,060		8.0
2024	365	1,987	8.8		51,333		8.3
2025	249	1,455	6.5		38,800		6.3
2026	220	1,463	6.5		31,896		5.2
2027	201	2,111	9.4		58,098		9.4
2028	128	1,229	5.4		30,863		5.0
2029	187	1,602	7.1		37,709		6.1
Thereafter	226	3,015	13.4		127,699		20.8
Total	4,188	22,493	100	%	$	615,161	100	%

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



State	GLA ⁽¹⁾	Percent of GLA		Annualized Base Rent ⁽¹⁾⁽²⁾		Percent of Annualized Base Rent
Texas	4,780	19.3	%	$	121,695	19.8	%
Florida	2,760	11.1		70,976		11.5
Arizona	1,531	6.2		37,078		6.0
Indiana	1,811	7.3		36,034		5.9
North Carolina	1,450	5.9		34,824		5.7
Massachusetts	965	3.9		32,931		5.4
New York	1,390	5.6		32,150		5.2
Pennsylvania	1,350	5.4		31,155		5.1
Georgia	1,192	4.8		29,832		4.8
California	909	3.7		28,612		4.7
Connecticut	1,165	4.7		26,075		4.2
Colorado	607	2.5		19,464		3.2
Ohio	839	3.4		16,697		2.7
Illinois	454	1.8		14,661		2.4
Tennessee	524	2.1		12,571		2.0
Missouri	355	1.4		9,839		1.6
South Carolina	297	1.2		7,203		1.1
Alabama	319	1.3		7,075		1.2
Wisconsin	368	1.5		6,931		1.1
Michigan	203	0.8		5,644		0.9
Virginia	221	0.9		5,284		0.9
Maryland	181	0.7		4,729		0.8
Hawaii	145	0.6		4,527		0.7
Oklahoma	186	0.8		4,047		0.7
New Mexico	142	0.6		2,402		0.4
Kansas	67	0.3		2,262		0.4
Minnesota	158	0.6		2,142		0.3
Utah	112	0.5		2,044		0.3
Nevada	73	0.3		1,801		0.3
New Jersey	57	0.2		1,732		0.3
Mississippi	80	0.3		1,443		0.2
Idaho	57	0.2		724		0.1
Oregon	23	0.1		577		0.1
Total	24,771	100	%	$	615,161	100	%

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



	Year Ended December 31,
(In thousands, except per share data)	2019			2018			2017			2016			2015
Balance Sheet Data as of December 31:
Real estate investments, net	$	6,045,801		$	5,665,621		$	5,947,874		$	3,503,020		$	2,959,468
Total assets	6,638,749			6,188,476			6,449,582			3,747,844			3,172,300
Debt	2,749,775			2,541,232			2,781,031			1,768,905			1,590,696
Noncontrolling interests	72,635			78,890			84,666			93,143			27,534
Total equity	3,430,644			3,334,914			3,363,448			1,780,417			1,406,958
Statement of Operations Data:
Total revenues	$	692,040		$	696,426		$	613,990		$	460,928		$	403,822
Rental expenses	211,479			220,617			192,147			143,751			123,390
Net income attributable to common stockholders	30,154			213,463			63,916			45,912			32,931
Net income attributable to common stockholders per share - basic	0.15			1.04			0.35			0.34			0.26
Net income attributable to common stockholders per share - diluted	0.14			1.02			0.34			0.33			0.26
Statement of Cash Flows Data:
Cash flows provided by operating activities	$	340,394		$	337,396		$	307,543		$	203,695		$	191,095
Cash flows (used in) provided by investing activities ⁽¹⁾	(667,289		)	176,309			(2,455,096		)	(608,393		)	(274,171		)
Cash flows provided by (used in) financing activities	230,981			(498,735		)	2,241,068			400,781			80,826
Other Data:
Dividends declared to stockholders	$	260,593		$	253,699		$	227,024		$	164,221		$	147,539
Dividends declared per share	1.25			1.23			1.21			1.19			1.17
Dividends paid in cash to stockholders	256,117			252,651			207,087			159,174			146,372
FFO attributable to common stockholders ⁽²⁾	319,738			335,565			284,226			215,570			188,206
Normalized FFO attributable to common stockholders⁽²⁾	344,272			340,400			301,957			225,221			195,920
NOI ⁽³⁾	480,561			475,809			421,843			317,177			280,432

(1) The amounts for 2015-2016 differ from amounts previously reported in our Annual Report for the years ended December 31, 2015 and 2016, as a result of the retrospective presentation of the early adoption of ASU 2016-18 as of January 1, 2017.
(2) For additional information on FFO and Normalized FFO, see Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, which includes a reconciliation to net income or loss attributable to common stockholders and an explanation of why we present these non-GAAP financial measures.
(3) For additional information on NOI, see Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, which includes a reconciliation to net income or loss attributable to common stockholders and an explanation of why we present this non-GAAP financial measure.



	Year Ended December 31,
(In thousands, except per unit data)	2019			2018			2017			2016			2015
Balance Sheet Data as of December 31:
Real estate investments, net	$	6,045,801		$	5,665,621		$	5,947,874		$	3,503,020		$	2,959,468
Total assets	6,638,749			6,188,476			6,449,582			3,747,844			3,172,300
Debt	2,749,775			2,541,232			2,781,031			1,768,905			1,590,696
Total partners’ capital	3,430,644			3,334,914			3,363,448			1,780,417			1,406,958
Statement of Operations Data:
Total revenues	$	692,040		$	696,426		$	613,990		$	460,928		$	403,822
Rental expenses	211,479			220,617			192,147			143,751			123,390
Net income attributable to common unitholders	30,692			217,537			65,454			47,227			33,445
Net income attributable to common unitholders per unit - basic	0.15			1.04			0.35			0.34			0.26
Net income attributable to common unitholders per unit - diluted	0.15			1.04			0.35			0.34			0.26
Statement of Cash Flows Data:
Cash flows provided by operating activities	$	340,394		$	337,396		$	307,543		$	203,695		$	191,095
Cash flows (used in) provided by investing activities ⁽¹⁾	(667,289		)	176,309			(2,455,096		)	(608,393		)	(274,171		)
Cash flows provided by (used in) financing activities	230,981			(498,735		)	2,241,068			400,781			80,826
Other Data:
Distributions declared to general partner	$	260,593		$	253,699		$	227,024		$	164,221		$	147,539
Distributions declared per unit	1.25			1.23			1.21			1.19			1.17
Distributions paid in cash to general partner	256,117			252,651			207,087			159,174			146,372
FFO attributable to common OP Unitholders ⁽²⁾	320,276			339,639			285,764			216,885			188,720
Normalized FFO attributable to common OP Unitholders ⁽²⁾	344,272			340,400			301,957			225,221			195,920
NOI ⁽³⁾	480,561			475,809			421,843			317,177			280,432

(1) The amounts for 2015-2016 differ from amounts previously reported in our Annual Report for the years ended December 31, 2015 and 2016, as a result of the retrospective presentation of the early adoption of ASU 2016-18 as of January 1, 2017.
(2) For additional information on FFO and Normalized FFO, see Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, which includes a reconciliation to net income or loss attributable to common unitholders and an explanation of why we present these non-GAAP financial measures.
(3) For additional information on NOI, see Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, which includes a reconciliation to net income or loss attributable to common unitholders and an explanation of why we present this non-GAAP financial measure.



	Year Ended December 31,									Current Year Change			Prior Year Change
	2019			2018			2017			Current Year Change			Prior Year Change
Cash, cash equivalents and restricted cash - beginning of year	$	133,530		$	118,560		$	25,045		$	14,970		$	93,515
Net cash provided by operating activities	340,394			337,396			307,543			2,998			29,853
Net cash (used in) provided by investing activities	(667,289		)	176,309			(2,455,096		)	(843,598		)	2,631,405
Net cash provided by (used in) financing activities	230,981			(498,735		)	2,241,068			729,716			(2,739,803		)
Cash, cash equivalents and restricted cash - end of year	$	37,616		$	133,530		$	118,560		$	(95,914	)	$	14,970



	Payment Due by Period
	Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years		Total
Debt	$	97,430	$	104,509	$	812,121	$	1,750,000	$	2,764,060
Interest ⁽¹⁾	85,574		173,144		131,896		269,392		660,006
Ground lease and other operating lease obligations	10,433		21,320		20,962		631,899		684,614
Total	$	193,437	$	298,973	$	964,979	$	2,651,291	$	4,108,680

(1) Interest on variable rate debt is calculated using the forward rates in effect at December 31, 2019 and excludes the impact of our interest rate swaps.



	Expected Maturity Date
	2020			2021			2022			2023			2024			Thereafter			Total
Fixed rate debt, gross	$	97,430		$	2,504		$	2,005		$	312,121		$	—		$	1,750,000		$	2,164,060
Weighted average interest rate on fixed rate debt (per annum)	3.97		%	2.98		%	3.02		%	3.71		%	—		%	3.42		%	3.49		%
Variable rate debt, gross	$	—		$	—		$	100,000		$	300,000		$	200,000		$	—		$	600,000
Weighted average interest rate on variable rate debt based on forward rates in effect as of December 31, 2019 (per annum)	—		%	—		%	2.79		%	3.49		%	3.42		%	—		%	3.35		%



	December 31,
	2019			2018
ASSETS
Real estate investments:
Land	$	584,546		$	481,871
Building and improvements	6,252,854			5,787,152
Lease intangibles	628,066			599,864
Construction in progress	28,150			4,903
	7,493,616			6,873,790
Accumulated depreciation and amortization	(1,447,815		)	(1,208,169		)
Real estate investments, net	6,045,801			5,665,621
Investment in unconsolidated joint venture	65,888			67,172
Cash and cash equivalents	32,713			126,221
Restricted cash	4,903			7,309
Receivables and other assets, net	237,024			223,415
Right-of-use assets - operating leases, net	239,867			—
Other intangibles, net	12,553			98,738
Total assets	$	6,638,749		$	6,188,476
LIABILITIES AND EQUITY
Liabilities:
Debt	$	2,749,775		$	2,541,232
Accounts payable and accrued liabilities	171,698			185,073
Security deposits, prepaid rent and other liabilities	49,203			59,567
Lease liabilities - operating leases	198,650			—
Intangible liabilities, net	38,779			61,146
Total liabilities	3,208,105			2,847,018
Commitments and contingencies
Redeemable noncontrolling interests	—			6,544
Equity:
Preferred stock, $0.01 par value; 200,000,000 shares authorized; none issued and outstanding	—			—
Common stock, $0.01 par value; 1,000,000,000 shares authorized; 216,453,312 and 205,267,349 shares issued and outstanding as of December 31, 2019 and 2018, respectively	2,165			2,053
Additional paid-in capital	4,854,042			4,525,969
Accumulated other comprehensive income	4,546			307
Cumulative dividends in excess of earnings	(1,502,744		)	(1,272,305		)
Total stockholders’ equity	3,358,009			3,256,024
Noncontrolling interests	72,635			78,890
Total equity	3,430,644			3,334,914
Total liabilities and equity	$	6,638,749		$	6,188,476



	Common Stock					Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)		Cumulative Dividends in Excess of Earnings			Total Stockholders’ Equity			Noncontrolling Interests			Total Equity
	Shares		Amount			Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)		Cumulative Dividends in Excess of Earnings			Total Stockholders’ Equity			Noncontrolling Interests			Total Equity
Balance as of December 31, 2016	141,719		$	1,417		$	2,754,818		$	��	$	(1,068,961	)	$	1,687,274		$	93,143		$	1,780,417
Issuance of common stock, net	62,823		628			1,746,328			—		—			1,746,956			—			1,746,956
Issuance of operating partnership units in HTALP in connection with an acquisition	—		—			—			—		—			—			1,125			1,125
Share-based award transactions, net	230		3			6,867			—		—			6,870			—			6,870
Repurchase and cancellation of common stock	(116	)	(1		)	(3,412		)	—		—			(3,413		)	—			(3,413		)
Redemption of noncontrolling interest and other	236		2			3,927			—		—			3,929			(5,943		)	(2,014		)
Dividends declared ($1.210 per common share)	—		—			—			—		(227,024		)	(227,024		)	(5,203		)	(232,227		)
Net income	—		—			—			—		63,916			63,916			1,538			65,454
Other comprehensive income	—		—			—			274					274			6			280
Balance as of December 31, 2017	204,892		2,049			4,508,528			274		(1,232,069		)	3,278,782			84,666			3,363,448
Issuance of common stock, net	2,550		25			72,789			—		—			72,814			—			72,814
Share-based award transactions, net	308		4			9,751			—		—			9,755			411			10,166
Repurchase and cancellation of common stock	(2,678	)	(27		)	(70,292		)	—		—			(70,319		)	—			(70,319		)
Redemption of noncontrolling interest and other	195		2			5,193			—		—			5,195			(5,195		)	—
Dividends declared ($1.230 per common share)	—		—			—			—		(253,699		)	(253,699		)	(5,067		)	(258,766		)
Net income	—		—			—			—		213,463			213,463			4,074			217,537
Other comprehensive income	—		—			—			33		—			33			1			34
Balance as of December 31, 2018	205,267		2,053			4,525,969			307		(1,272,305		)	3,256,024			78,890			3,334,914
Issuance of common stock, net	11,096		112			322,106			—		—			322,218			—			322,218
Issuance of OP Units in HTALP	—		—			—			—		—			—			2,603			2,603
Issuance of limited partner OP Units in connection with acquisitions	—		—			—			—		—			—			2,000			2,000
Share-based award transactions, net	319		3			10,124			—		—			10,127			—			10,127
Repurchase and cancellation of common stock	(487	)	(5		)	(12,173		)	—		—			(12,178		)	—			(12,178		)
Redemption of noncontrolling interest and other	258		2			8,016			—		—			8,018			(6,293		)	1,725
Dividends declared ($1.250 per common share)	—		—			—			—		(260,593		)	(260,593		)	(5,180		)	(265,773		)
Net income	—		—			—			—		30,154			30,154			538			30,692
Other comprehensive income	—		—			—			4,239		—			4,239			77			4,316
Balance as of December 31, 2019	216,453		$	2,165		$	4,854,042		$	4,546	$	(1,502,744	)	$	3,358,009		$	72,635		$	3,430,644



	General Partners’ Capital					Limited Partners’ Capital					Total Partners’ Capital
	Units		Amount			Units		Amount			Total Partners’ Capital
Balance as of December 31, 2016	141,719		$	1,687,544		4,323		$	92,873		$	1,780,417
Issuance of general partner OP Units, net	62,823		1,746,956			—		—			1,746,956
Issuance of limited partner OP Units in connection with an acquisition	—		—			38		1,125			1,125
Share-based award transactions, net	230		6,870			—		—			6,870
Redemption and cancellation of general partner OP Units	(116	)	(3,413		)	—		—			(3,413		)
Redemption of limited partner OP Units and other	236		3,929			(237	)	(5,943		)	(2,014		)
Distributions declared ($1.210 per common unit)	—		(227,024		)	—		(5,203		)	(232,227		)
Net income	—		63,916			—		1,538			65,454
Other comprehensive income	—		274			—		6			280
Balance as of December 31, 2017	204,892		3,279,052			4,124		84,396			3,363,448
Issuance of general partner OP Units, net	2,550		72,814			—		—			72,814
Share-based award transactions, net	308		9,755			—		411			10,166
Redemption and cancellation of general partner OP Units	(2,678	)	(70,319		)	—		—			(70,319		)
Redemption of limited partner OP Units and other	195		5,195			(195	)	(5,195		)	—
Distributions declared ($1.230 per common unit)	—		(253,699		)	—		(5,067		)	(258,766		)
Net income	—		213,463			—		4,074			217,537
Other comprehensive income	—		33			—		1			34
Balance as of December 31, 2018	205,267		3,256,294			3,929		78,620			3,334,914
Issuance of general partner OP Units, net	11,096		322,218			—		—			322,218
Issuance of limited partner OP Units	—		—			—		2,603			2,603
Issuance of limited partner OP Units in connection with acquisitions	—		—			163		2,000			2,000
Share-based award transactions, net	319		10,127			—		—			10,127
Redemption and cancellation of general partner OP Units	(487	)	(12,178		)	—		—			(12,178		)
Redemption of limited partner OP Units and other	258		8,018			(258	)	(6,293		)	1,725
Distributions declared ($1.250 per common unit)	—		(260,593		)	—		(5,180		)	(265,773		)
Net income	—		30,154			—		538			30,692
Other comprehensive income	—		4,239			—		77			4,316
Balance as of December 31, 2019	216,453		$	3,358,279		3,834		$	72,365		$	3,430,644



	December 31, 2019				December 31, 2018
	Balance			Weighted Average Remaining Amortization in Years	Balance			Weighted Average Remaining Amortization in Years
Assets:
In place leases	$	481,173		9.5	$	449,424		9.8
Tenant relationships	146,893			9.7	150,440			9.4
Above market leases	37,613			6.2	36,862			6.1
Below market leasehold interests ⁽¹⁾	—			—	91,759			64.3
	665,679				728,485
Accumulated amortization	(387,827		)		(355,576		)
Total	$	277,852		9.4	$	372,909		22.1

Liabilities:
Below market leases	$	65,966		13.9	$	61,395		14.6
Above market leasehold interests ⁽¹⁾	—			—	20,610			49.2
	65,966				82,005
Accumulated amortization	(27,187		)		(20,859		)
Total	$	38,779		13.9	$	61,146		25.3

(1) As a result of the adoption of Topic 842 on January 1, 2019, the presentation of below and above market leasehold interests as of December 31, 2019 does not conform to the prior year presentation.



Year	Assets		Liabilities
2020	$	56,609	$	7,138
2021	43,795		4,955
2022	33,695		4,346
2023	27,472		3,719
2024	22,656		3,160
Thereafter	93,625		15,461
Total	$	277,852	$	38,779



	Year Ended December 31, 2019
	2019		2018		2017
Amortization expense related to deferred leasing costs	$	7,976	$	6,252	$	5,672
Interest expense related to deferred financing costs	1,724		1,724		1,492



	Year Ended December 31, 2019
Operating lease cost	$	12,529
Variable lease cost	1,483
Finance lease cost:
Amortization of right of use assets	8
Interest on lease liabilities	25
Total lease cost	$	14,045



Year	Operating leases			Finance leases
2020	$	10,308		$	125
2021	10,440			125
2022	10,630			125
2023	10,763			125
2024	9,948			126
Thereafter	622,618			9,281
Total undiscounted lease payments	$	674,707		$	9,907
Less: Interest	(476,057		)	(6,488		)
Present value of lease liabilities	$	198,650		$	3,419



	Gain (Loss) Recognized in OCI on Derivative					Gain (Loss) Reclassified from Accumulated OCI into Income ⁽¹⁾
	Year Ended December 31,					Year Ended December 31,
Derivatives Cash Flow Hedging Relationships:	2019		2018		Statement of Operations Location	2019		2018
Interest rate swaps	$	5,910	$	1,385	Interest related to derivative financial instruments	$	1,594	$	746

(1) For the year ended December 31, 2018, due to the settlement of three cash flow hedges that was a result of the prepayment of its associated debt, a forecasted amount of gain reclassified from accumulated OCI to income in the amount of approximately $0.6 million will not occur. This reclassification was reported in loss on extinguishment of debt on the accompanying consolidated statements of operations.



	December 31, 2019				December 31, 2018
	Restricted Common Stock		Weighted Average Grant Date Fair Value		Restricted Common Stock		Weighted Average Grant Date Fair Value
Beginning balance	624,349		$	29.35	589,606		$	29.38
Granted	333,820		26.08		370,071		28.65
Vested	(341,470	)	28.51		(273,766	)	28.50
Forfeited	(15,712	)	28.19		(61,562	)	29.21
Ending balance	600,987		$	28.04	624,349		$	29.35



	December 31, 2019				December 31, 2018
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Level 2 - Assets:
Derivative financial instruments	$	3,011	$	3,011	$	1,111	$	1,111
Level 2 - Liabilities:
Derivative financial instruments	$	29	$	29	$	—	$	—
Debt	2,749,775		2,826,983		2,541,232		2,508,599



	Quarter Ended ⁽¹⁾
2019	March 31		June 30		September 30			December 31
Revenues	$	168,966	$	171,757	$	175,004		$	176,313
Net income (loss)	13,701		16,598		(8,577		)	9,036
Net income (loss) attributable to common stockholders	13,440		16,259		(8,463		)	8,918
Earnings per common share - basic:
Net income (loss) attributable to common stockholders	$	0.07	$	0.08	$	(0.04	)	$	0.04
Earnings per common share - diluted:
Net income (loss) attributable to common stockholders	$	0.06	$	0.08	$	(0.04	)	$	0.04

(1) The sum of the individual quarterly amounts may not agree to the annual amounts included in the accompanying consolidated statements of operations due to rounding.



				Initial Cost to Company				Cost Capitalized Subsequent to Acquisition (a)			Gross Amount at Which Carried at Close of Period
		Encumbrances		Land		Buildings, Improvements and Fixtures		Cost Capitalized Subsequent to Acquisition (a)			Land		Buildings, Improvements and Fixtures		Total (c)		Accumulated Depreciation (f)			Date of Construction	Date Acquired	Life on Which Building Depreciation in Income Statement is Computed (h)
Operating Properties:
Shelby MOBs	Alabaster, AL	$	—	$	—	$	25,095	$	2,044		$	—	$	27,139	$	27,139	$	(3,094	)	1995-1998	2016	36
Simon Williamson Clinic	Birmingham, AL	—		—		25,689		11			—		25,700		25,700		(2,986		)	2007	2016	36
Jasper	Jasper, AL	—		—		5,973		376			—		6,349		6,349		(1,044		)	1979	2016	25
Phoenix Med Center	Glendale, AZ	—		453		2,768		734			453		3,502		3,955		(1,199		)	1989	2011	39
Thunderbird MOP	Glendale, AZ	—		3,842		19,679		4,104			3,842		23,783		27,625		(10,484		)	1976-1987	2007	39
Peoria MOB	Peoria, AZ	—		605		4,394		1,083			605		5,477		6,082		(1,597		)	2000	2010	39
Baptist MC	Phoenix, AZ	—		—		12,637		3,744			—		16,381		16,381		(5,357		)	1973	2008	39
Desert Ridge MOB	Phoenix, AZ	—		—		27,738		3,183			—		30,921		30,921		(8,302		)	2004-2006	2011	39
Dignity Phoenix MOBs	Phoenix, AZ	—		—		66,106		2,182			—		68,288		68,288		(7,257		)	1984-1997	2017	20-39
Estrella Med Center	Phoenix, AZ	—		—		24,703		2,991			—		27,694		27,694		(8,483		)	2004	2010	39
Sun City Boswell MOBs	Sun City, AZ	—		—		12,642		4,571			—		17,213		17,213		(6,981		)	1971-2001	2009	39
Sun City Boswell West	Sun City, AZ	—		—		6,610		2,862			—		9,472		9,472		(3,500		)	1992	2009	39
Sun City Webb MP	Sun City, AZ	—		—		16,188		4,276			—		20,464		20,464		(6,818		)	1997-2004	2009	39
Sun City West MOBs	Sun City, AZ	—		744		13,466		3,055			744		16,521		17,265		(6,395		)	1987-2002	2009	39
Gateway Med Plaza	Tucson, AZ	—		—		14,005		848			—		14,853		14,853		(3,766		)	2008	2010	39
Tucson Academy MOP	Tucson, AZ	—		1,193		6,107		1,694			1,193		7,801		8,994		(3,277		)	1978	2008	39
Tucson Desert Life MOP	Tucson, AZ	—		1,309		17,572		5,612			1,309		23,184		24,493		(8,504		)	1980 -1984	2007	39
Dignity Mercy MOBs	Bakersfield, CA	—		—		15,207		25			—		15,232		15,232		(1,607		)	1992	2017	35
5995 Plaza Drive	Cypress, CA	—		5,109		17,961		2,182			5,109		20,143		25,252		(6,275		)	1986	2008	39
Dignity Glendale MOB	Glendale, CA	—		—		7,244		233			—		7,477		7,477		(904		)	1980	2017	30
3rd Street MOB	Los Angeles, CA	—		10,603		63,419		98			10,603		63,517		74,120		(775		)	1990	2019	39
Mission Medical Center MOBs	Mission Viejo, CA	—		21,911		117,672		(824		)	21,911		116,848		138,759		(10,812		)	1972-1985	2016	39
Dignity Northridge MOBs	Northridge, CA	—		—		21,467		723			—		22,190		22,190		(2,361		)	1979-1994	2017	30-35
San Luis Obispo MOB	San Luis Obispo, CA	—		—		11,900		1,967			—		13,867		13,867		(4,478		)	2009	2010	39
Facey MOB	Santa Clarita, CA	—		6,452		5,586		19,617			6,452		25,203		31,655		(1,321		)	2018	2017	39
Dignity Marian MOBs	Santa Maria, CA	—		—		13,646		509			—		14,155		14,155		(1,839		)	1994-1995	2017	17-38
SCL Health MOBs	Denver, CO	—		11,652		104,327		3,029			11,653		107,355		119,008		(8,001		)	2015-2017	2017	39
Rampart MOB	Denver, CO	—		3,794		13,077		—			3,794		13,077		16,871		(50		)	1983-1995	2019	39
Hampden Place MOB	Englewood, CO	—		3,032		12,553		542			3,032		13,095		16,127		(4,447		)	2004	2009	39
Highlands Ranch MOP	Highlands Ranch, CO	—		2,240		10,426		7,811			2,240		18,237		20,477		(6,526		)	1983-1985	2007	39
Lone Tree Medical Office Buildings	Lone Tree, CO	—		3,736		29,546		1,548			3,736		31,094		34,830		(5,539		)	2004-2008	2014	38
Lincoln Medical Center	Parker, CO	—		5,142		28,638		1,498			5,142		30,136		35,278		(5,959		)	2008	2013	39
80 Fisher	Avon, CT	—		—		5,094		—			—		5,094		5,094		(940		)	2008	2016	39
533 Cottage - Northwestern	Bloomfield, CT	—		726		3,964		(530		)	726		3,434		4,160		(507		)	1955	2016	35
Northwestern MOBs	Bloomfield, CT	—		1,369		6,287		550			1,369		6,837		8,206		(1,265		)	1985	2016	35
406 Farmington	Farmington, CT	—		379		3,509		—			379		3,509		3,888		(451		)	1988	2016	39

Financial Statement Schedules of Healthcare Trust of America, Inc. and Healthcare Trust of America Holdings, LP

Real Estate and Accumulated Depreciation (Schedule III)*

Mortgage Loans on Real Estate Assets (Schedule IV)*