##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-K
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the fiscal year ended: December 31, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number: 1-11852
 
 HEALTHCARE REALTY TRUST INCORPORATED
 (Exact name of Registrant as specified in its charter)
 Maryland(State or other jurisdiction of 
incorporation or organization)
    
    62-1507028(I.R.S. Employer
Identification No.)
 3310 West End Avenue
Suite 700
Nashville, Tennessee 37203  (Address of principal executive offices)
 (615) 269-8175  (Registrants telephone number, including area code)
 Securities Registered Pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, $.01 par value per share
    
    New York Stock Exchange
 Securities Registered Pursuant to Section 12(g) of the Act:
None
(Title of Class)
 þ o
 o þ
 þ o
 o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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##### 



TABLE OF CONTENTS
 PageItem 1. Business
    
    
    3Item 1A. Risk Factors
    
    
    22Item 1B. Unresolved Staff Comments
    
    
    25Item 2. Properties
    
    
    25Item 3. Legal Proceedings
    
    
    25Item 4.
Submission of Matters to a Vote of Security Holders
    
    
    26Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    27Item 6. Selected Financial Data
    
    
    28Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    28Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    28Item 8. Financial Statements and Supplementary Data
    
    
    28Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    28Item 9A. Controls and Procedures
    
    
    29Item 9B. Other Information
    
    
    29Item 10. Directors, Executive Officers and Corporate Governance
    
    
    30Item 11. Executive Compensation
    
    
    31Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    31Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    31Item 14. Principal Accountant Fees and Services
    
    
    31Item 15. Exhibits and Financial Statement Schedules
    
    
    31SIGNATURES
    
    
    37EX-10.15 AMENDMENT, DATED DECEMBER 21, 2007, TO 2007 EMPLOYEES STOCK INCENTIVE PLANEX-13 ANNUAL REPORT TO SHAREHOLDERSEX-21 SUBSIDIARIES OF THE REGISTRANTEX-23 CONSENT OF BDO SEIDMAN, LLP.EX-31.1 SECTION 302 CERTIFICATION OF THE CEOEX-31.2 SECTION 302 CERTIFICATION OF THE CFOEX-32 SECTION 906 CERTIFICATION OF THE CEO & CFO
  2




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PART I
 Disclosure Regarding Forward-Looking Statements
 This
report and other materials Healthcare Realty Trust Incorporated
(Healthcare Realty or the Company) has filed or may file with the Securities and
Exchange Commission, as well as information included in oral statements or other written statements
made, or to be made, by senior management of the Company, contain, or will contain, disclosures
that are forward-looking statements. Forward-looking statements include all statements that do
not relate solely to historical or current facts and can be identified by the use of words such as
may, will, expect, believe, intend, plan, estimate, project, continue, should,
could and other comparable terms. These forward-looking statements are based on the current plans
and expectations of management and are subject to a number of risks and uncertainties, including
those set forth below, that could significantly affect the Companys current plans and expectations
and future financial condition and results.
 The Company undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise. Shareholders and
investors are cautioned not to unduly rely on such forward-looking statements when evaluating the
information presented in the Companys filings and reports.
  
    
    The ability of the Company to timely complete and fully lease development properties;
    
    The Company is exposed to risks associated with entering new
geographic markets;
    
    The Company may be unsuccessful in operating completed real estate development
properties;
    
    The ability of the Company to renew long-term master leases and financial support
agreements;
    
    Changes in the Companys dividend policy;
    
    The ability of the Company to invest its capital on a timely basis;
    
    The availability of debt and equity capital;
    
    Changes in the financial condition or business strategy of the Companys tenants;
    
    The federal, state and local healthcare regulatory environment;
    
    The ability of the Company to attract new healthcare providers;
    
    The possibility of underinsured or uninsured property and casualty losses;
    
    The Companys tenants or sponsors may have experienced regulatory and legal problems;
and
    
    The ability of the Company to maintain its qualification as a real estate investment
trust (REIT).
 
 Item 1. Business
 Overview
  3




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Number ofInvestments
    
    Investment Amounts
    
    Square Feet(in thousands)
    
    (in thousands)Owned properties:Long-term net master leasesMedical office
    
    
    15
    
    
    $
    94,274
    
    
    
    5.4
    %
    
    
    734Physician clinics
    
    
    20
    
    
    
    137,474
    
    
    
    7.9
    %
    
    
    803Ambulatory care/surgery
    
    
    8
    
    
    
    40,947
    
    
    
    2.3
    %
    
    
    165Specialty outpatient
    
    
    6
    
    
    
    27,700
    
    
    
    1.6
    %
    
    
    118Specialty inpatient
    
    
    13
    
    
    
    232,470
    
    
    
    13.3
    %
    
    
    977Other
    
    
    10
    
    
    
    42,885
    
    
    
    2.5
    %
    
    
    49972
    
    
    
    575,750
    
    
    
    33.0
    %
    
    
    3,296Financial support agreementsMedical office
    
    
    14
    
    
    
    148,978
    
    
    
    8.5
    %
    
    
    1,04814
    
    
    
    148,978
    
    
    
    8.5
    %
    
    
    1,048Multi-tenanted with occupancy leasesMedical office
    
    
    77
    
    
    
    825,690
    
    
    
    47.3
    %
    
    
    5,991Physician clinics
    
    
    12
    
    
    
    38,382
    
    
    
    2.2
    %
    
    
    243Ambulatory care/surgery
    
    
    4
    
    
    
    61,972
    
    
    
    3.5
    %
    
    
    283Specialty inpatient
    
    
    1
    
    
    
    3,230
    
    
    
    0.2
    %
    
    
    45Other
    
    
    
    
    
    
    10,047
    
    
    
    0.6
    %
    
    
    94
    
    
    
    939,321
    
    
    
    53.8
    %
    
    
    6,562Land Held for Development
    
    
    
    
    
    
    18,554
    
    
    
    1.1
    %
    
    
    Corporate property
    
    
    
    
    
    
    14,027
    
    
    
    0.8
    %
    
    
    
    
    
    
    32,581
    
    
    
    1.9
    %
    
    
    Total owned properties
    
    
    180
    
    
    
    1,696,630
    
    
    
    97.2
    %
    
    
    10,906Mortgage loans:Medical office
    
    
    2
    
    
    
    13,243
    
    
    
    0.7
    %
    
    
    Physician clinics
    
    
    2
    
    
    
    16,874
    
    
    
    1.0
    %
    
    
    4
    
    
    
    30,117
    
    
    
    1.7
    %
    
    
    Unconsolidated LLC investment:Medical office
    
    
    2
    
    
    
    11,729
    
    
    
    0.7
    %
    
    
    Other
    
    
    1
    
    
    
    6,627
    
    
    
    0.4
    %
    
    
    3
    
    
    
    18,356
    
    
    
    1.1
    %
    
    
    Total real estate investments
    
    
    187
    
    
    $
    1,745,103
    
    
    
    100.0
    %
    
    
    10,906
   4




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Business Strategy
      5




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Purchase Options
  Acquisitions, Dispositions and Mortgage Repayments
 2007 Acquisitions
  2007 Dispositions
  Contractual Obligations
  Competition
   6




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Government Regulation
       7




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Legislative Developments
  
    
    cost containment, quality control and payment system refinements for Medicaid, Medicare
and other governmental and commercial payors;
    
    prohibitions on more types of contractual relationships between physicians and the
healthcare providers to which they refer, and related information-collection activities;
    
    efforts to increase transparency with respect to pricing and financial relationships
among healthcare providers and drug/device manufacturers;
    
    the continued implementation of restrictions on admissions to inpatient rehabilitation
facilities and long-term acute care hospitals;
    
    universal healthcare coverage;
    
    pay-for-performance and other quality-based payment system implementation;
    
    efforts to establish a public/private comparative effectiveness research entity to
assess the relative effectiveness of various treatment methods;
    
    increased scrutiny of medical errors and conditions acquired inside health facilities;
    
    patient and drug safety efforts;
    
    Medicare Advantage reforms;
    
    pharmaceutical drug pricing and compliance activities under Medicare Part D;
    
    tax law changes affecting non-profit providers;
    
    immigration reform and related healthcare mandates;
    
    modifications to increase requirements for facility accessibility by persons with
disabilities;
    
    facility requirements related to earthquakes and other disasters, including structural
retrofitting;
    
    re-importation of pharmaceuticals; and
    
    improvements in healthcare information technology and adoption of standards for
electronic health records and electronic prescribing.
  Environmental Matters
  8




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Insurance
  Employees
  Federal Income Tax Information
  9




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Introduction
    Taxation of the Company
   
    
    The Company will be taxed at regular corporate rates on any undistributed real estate
investment trust taxable income, including undistributed net capital gains.
 
    
    Under certain circumstances, the Company may be subject to the alternative minimum tax on
its items of tax preference, if any.
 
    
    If the Company has (i) net income from the sale or other disposition of foreclosure
property that is held primarily for sale to customers in the ordinary course of business, or
(ii) other non-qualifying income from foreclosure property, it will be subject to tax on such
income at the highest regular corporate rate.
 10




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
    
    Any net income that the Company has from prohibited transactions (which are, in general,
certain sales or other dispositions of property, other than foreclosure property, held
primarily for sale to customers in the ordinary course of business) will be subject to a 100%
tax.
 
    
    If the Company should fail to satisfy either the 75% or 95% gross income test (as discussed
below), and has nonetheless maintained its qualification as a REIT because certain other
requirements have been met, it will be subject to a percentage tax calculated by the ratio of
REIT taxable income to gross income with certain adjustments multiplied by the gross income
attributable to the greater of the amount by which the Company fails the 75% or 95% gross
income test.
 
    
    If the Company fails to distribute during each year at least the sum of (i) 85% of its REIT
ordinary income for such year, (ii) 95% of its REIT capital gain net income for such year, and
(iii) any undistributed taxable income from preceding periods, then the Company will be
subject to a 4% excise tax on the excess of such required distribution over the amounts
actually distributed.
 
    
    In the event of a more than de minimis failure of any of the asset tests, as described below
under Asset Tests, as long as the failure was due to reasonable cause and not to willful
neglect, the Company files a description of each asset that caused such failure with the
Internal Revenue Service (IRS), and disposes of the assets or otherwise complies with the
asset tests within six months after the last day of the quarter in which the Company
identifies such failure, the Company will pay a tax equal to the greater of $50,000 or 35% of
the net income from the nonqualifying assets during the period in which the Company failed to
satisfy the asset tests.
 
    
    In the event the Company fails to satisfy one or more requirements for REIT qualification,
other than the gross income tests and the asset tests, and such failure is due to reasonable
cause and not to willful neglect, the Company will be required to pay a penalty of $50,000 for
each such failure.
 
    
    To the extent that the Company recognizes gain from the disposition of an asset with respect
to which there existed built-in gain upon its acquisition by the Company from a Subchapter C
corporation in a carry-over basis transaction and such disposition occurs within a maximum
ten-year recognition period beginning on the date on which it was acquired by the Company, the
Company will be subject to federal income tax at the highest regular corporate rate on the
amount of its net recognized built-in gain.
 
    
    To the extent that the Company has net income from a taxable REIT subsidiary (TRS), the TRS
will be subject to federal corporate income tax in much the same manner as other non-REIT
Subchapter C corporations, with the exceptions that the deductions for interest expense on
debt and rental payments made by the TRS to the Company will be limited and a 100% excise tax
may be imposed on transactions between the TRS and the Company or the Companys tenants that
are not conducted on an arms length basis. A TRS is a corporation in which a REIT owns stock,
directly or indirectly, and for which both the REIT and the corporation have made TRS
elections.
 Requirements for Qualification as a REIT
  Organizational Requirements and Share Ownership Tests
    11




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Income Tests
  
    
    First, at least 75% of the Companys gross income (excluding gross income from certain
sales of property held as inventory or primarily for sale in the ordinary course of
business) must be derived from rents from real property; interest on obligations secured
by mortgages on real property or on interests in real property; gain (excluding gross
income from certain sales of property held as inventory or primarily for sale in the
ordinary course of business) from the sale or other disposition of, and certain other gross
income related to, real property (including interests in real property and in mortgages on
real property); and income received or accrued within one year of the Companys receipt of,
and attributable to the temporary investment of, new capital (any amount received in
exchange for stock other than through a dividend
 12




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reinvestment plan or in a public offering of debt obligations having maturities of at least
five years).
    
    Second, at least 95% of the Companys gross income (excluding gross income from certain
sales of property held as inventory or primarily for sale in the ordinary course of
business) must be derived from dividends; interest; rents from real property; gain
(excluding gross income from certain sales of property held as inventory or primarily for
sale in the ordinary course of business) from the sale or other disposition of, and certain
other gross income related to, real property (including interests in real property and in
mortgages on real property); and gain from the sale or other disposition of stock and
securities.
      13




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Asset Tests
  
    
    At least 75% of the value of the Companys total assets must consist of real estate
assets (including interests in real property and interests in mortgages on real property as
well as its allocable share of real estate assets held by joint ventures or partnerships in
which the Company participates), cash, cash items and government securities.
 
    
    Not more than 25% of the Companys total assets may be represented by securities other
than those includable in the 75% asset class.
 
    
    Not more than 20% of the Companys total assets may be represented by securities of one
or more TRS.
 
    
    Of the investments included in the 25% asset class, except for TRS, (i) the value of
any one issuers securities owned by the Company may not exceed 5% of the value of the
Companys total assets, (ii) the Company may not own more than 10% of any one issuers
outstanding voting securities and (iii) the Company may not hold securities having a value
of more than 10% of the total value of the outstanding securities of any one issuer.
Securities issued by affiliated qualified REIT subsidiaries (QRS), which are corporations
wholly owned by the Company, either directly or indirectly, that are not TRS, are not
subject to the 25% of total assets limit, the 5% of total assets limit or the 10% of a
single issuers voting securities limit or the 10% of a single issuers value limit.
Additionally, straight debt and certain other exceptions are not securities for
purposes of the 10% of a single issuers value test. The existence of QRS are ignored, and
the assets, income, gain, loss and other attributes of the QRS are treated as being owned
or generated by the Company, for federal income tax purposes. The Company currently has 47
subsidiaries and other affiliates that it employs in the conduct of its business.
  14




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Distribution Requirement
    15




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Federal Income Tax Treatment of Leases
  Other Issues
    Depreciation of Properties
  Failure to Qualify as a REIT
  16




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Taxation of Tax-Exempt Shareholders
    Taxation of Non-U.S. Shareholders
   17




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Ordinary Dividends
  Non-Dividend Distributions
  Capital Gain Dividends
  Disposition of Stock of the Company
   18




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
    
    if the Non-U.S. Shareholders investment in the stock of the Company is effectively
connected with a U.S. trade or business conducted by such Non-U.S. Shareholder, the
Non-U.S. Shareholder will be subject to the same treatment as a U.S. shareholder with
respect to such gain, or
 
    
    if the Non-U.S. Shareholder is a nonresident alien individual who was present in the
United States for 183 days or more during the taxable year and has a tax home in the
United States, the nonresident alien individual will be subject to a 30% tax on the
individuals capital gain.
 Information Reporting Requirements and Backup Withholding Tax
  
    
    is a corporation or falls within certain other exempt categories and, when required,
can demonstrate this fact, or
 
    
    provides a taxpayer identification number, certifies as to no loss of exemption from
backup withholding, and otherwise complies with applicable requirements of the backup
withholding rules. A U.S. shareholder who does not provide the Company with his correct
taxpayer identification number also may be subject to penalties imposed by the IRS. Any
amount paid as backup withholding will be creditable against the U.S. shareholders federal
income tax liability. In addition, the Company may be required to withhold a portion of any
capital gain distributions made to U.S. shareholders who fail to certify their non-foreign
status to the Company.
  19




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State and Local Taxes
  Real Estate Investment Trust Tax Proposals
  Other Legislation
  ERISA Considerations
   Employee Benefit Plans, Tax-Qualified Retirement Plans and IRAs
  20




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Status of the Company under ERISA
     21




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Available Information
   Corporate Governance Principles
  Committee Charters
  Executive Officers
  
 Item 1A. Risk Factors
  The
Company is subject to risks associated with the development of
properties.
  
    
    The construction of properties generally require various government and other approvals
which may not be received;
    
    Unsuccessful development opportunities could result in the recognition of direct
expenses which could impact the Companys results of operations;
    
    Construction costs of a development property may exceed original estimates, which
could impact its profitability to the Company;
 22




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
    
    Time required to complete the construction of a property or to lease up
a completed development property may be greater than originally anticipated, thereby
adversely affecting the Companys cash flow and liquidity;
    
    Occupancy rates and rents of a completed development property may not be sufficient
to make the property profitable to the Company; and
    
    Favorable sources to fund the Companys development activities may not be available
when needed.
 The Company is exposed to risks associated with entering new geographic markets.
  The Company may be unsuccessful in operating completed real estate development properties.
  
    
    The Companys purchase price for acquired facilities may be based upon a series of
market judgments which may be incorrect; and
 
    
    The costs of any improvements required to bring an acquired facility up to standards
necessary to establish the market position intended for that facility might exceed
budgeted costs.
  Certain
of the Companys long-term master leases and financial support agreements are expiring and may not be renewed past their expiration dates.
  The
market price of the Companys stock may be affected adversely by changes in the Companys dividend policy.
  At
times, the Company may have cash that it is unable to invest in suitable properties, which could adversely affect the Companys future revenues and
its ability to maintain or increase dividends to shareholders; there is considerable competition in
the Companys market for attractive investments.
  23




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At times, the Company may have limited access to capital.
  Adverse trends in the healthcare service industry may negatively affect the Companys lease
revenues and the values of its investments.
  
    
    Changing trends in the method of delivery of healthcare services;
    
    Increased expense for uninsured patients;
    
    Increased competition among healthcare providers;
    
    Increased liability insurance expense;
    
    Continuing pressure by private and governmental payors to contain costs and
reimbursements; and
    
    Increased scrutiny and formal investigations by federal and state authorities.
  The Companys revenues depend on the ability of its tenants and sponsors to generate sufficient
income from their operations to make loan and rent payments to the Company.
  If a healthcare tenant loses its licensure or certification, becomes unable to provide
healthcare services, cannot meet its financial obligations to the Company or otherwise vacates
the facility, the Company would have to obtain another provider for the affected facility.
  24




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The Company may experience uninsured or underinsured losses related to casualty or liability.
  The Company owns facilities that are operated by companies that have experienced regulatory and
legal problems.
  Failure to maintain its status as a REIT, even in one taxable year, could cause the Company to
reduce its dividends dramatically.
  
 Item 1B. Unresolved Staff Comments
  
 Item 2. Properties
   
 Item 3. Legal Proceedings
  25




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Item 4. Submission of Matters to a Vote of Security Holders
  26




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PART II
 
 Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
  DistributionsDeclared and PaidHigh
    
    Low
    
    Per Share2007Special Dividend
    
    
    
    
    
    
    
    
    
    $
    4.750First Quarter
    
    $
    44.19
    
    
    $
    34.96
    
    
    
    0.660Second Quarter
    
    
    39.26
    
    
    
    27.20
    
    
    
    0.385Third Quarter
    
    
    29.07
    
    
    
    18.00
    
    
    
    0.385Fourth Quarter (Payable on March 3, 2008)
    
    
    27.76
    
    
    
    22.72
    
    
    
    0.3852006First Quarter
    
    $
    38.80
    
    
    $
    32.96
    
    
    $
    0.660Second Quarter
    
    
    38.90
    
    
    
    31.25
    
    
    
    0.660Third Quarter
    
    
    38.79
    
    
    
    31.90
    
    
    
    0.660Fourth Quarter
    
    
    42.83
    
    
    
    37.30
    
    
    
    0.660
   Equity Compensation Plan Information
  27




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Number of SecuritiesRemaining Available forNumber of Securities to
    
    Weighted-Average
    
    Future Issuance Under EquityBe Issued upon Exercise of
    
    Exercise Price of
    
    Compensation PlansOutstanding Options,
    
    Outstanding Options,
    
    (Excluding Securities ReflectedPlan Category
    
    Warrants and Rights(1)
    
    Warrants and Rights(1)
    
    in the First Column)Equity compensation
plans approved by
security
holders
    
    
    179,603
    
    
    
    
    
    
    
    3,602,166Equity compensation
plans not approved
by security
holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    179,603
    
    
    
    
    
    
    
    3,602,166
 
 (1)
    
    The Company is unable to ascertain with specificity the number of securities to be issued
upon exercise of outstanding rights under the 2000 Employee Stock Purchase Plan or the
weighted average exercise price of outstanding rights under that plan. The 2000 Employee Stock
Purchase Plan provides that shares of Common Stock may be purchased at a per share price equal
to 85% of the fair market value of the Common Stock at the beginning of the offering period or
a purchase date applicable to such offering period, whichever is lower. 
 Item 6. Selected Financial Data
  
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
  
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 8. Financial Statements and Supplementary Data
  
 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  28




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Item 9A. Controls and Procedures
 Disclosure Controls and Procedures:
   Changes in the Companys Internal Control over Financial Reporting:
  Managements Annual Report on Internal Control Over Financial Reporting:
  
 Item 9B. Other Information
  29




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PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
 Directors
  Executive Officers
  Name
    
    Age
    
    PositionDavid R. Emery
    
    
    63
    
    
    Chairman of the Board & Chief Executive OfficerScott W. Holmes
    
    
    53
    
    
    Executive Vice President & Chief Financial OfficerJohn M. Bryant, Jr.
    
    
    41
    
    
    Executive Vice President & General CounselB. Douglas Whitman, II
    
    
    39
    
    
    Executive Vice President of Real Estate Investments
     Code of Ethics
  30




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Section 16(a) Compliance
  Shareholder Recommendation of Director Candidates
  Audit Committee
  
 Item 11. Executive Compensation
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
   
 Item 13. Certain Relationships and Related Transactions, and Director Independence
  
 Item 14. Principal Accountant Fees and Services
  
 Item 15. Exhibits and Financial Statement Schedules
 Index to Historical Financial Statements, Financial Statement Schedules and Exhibits
 Financial Statements:
 31




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
    
    Consolidated Balance Sheets  December 31, 2007 and 2006.
    
    Consolidated Statements of Income for the years ended December 31, 2007, December
31, 2006 and December 31, 2005.
    
    Consolidated Statements of Stockholders Equity for the years ended December 31,
2007, December 31, 2006 and December 31, 2005.
    
    Consolidated Statements of Cash Flows for the years ended December 31, 2007,
December 31, 2006 and December 31, 2005.
    
    Notes to Consolidated Financial Statements.
 Financial Statement Schedules:
 Schedule II  Valuation and Qualifying Accounts at December 31, 2007
    
    
    39Schedule III  Real Estate and Accumulated Depreciation at December 31, 2007
    
    
    40Schedule IV  Mortgage Loans on Real Estate at December 31, 2007
    
    
    42
 32




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##### Table of Contents



33




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##### Table of Contents



(3) Exhibits:
 ExhibitNumber
    
    
    
    Description of Exhibits3.1
    
    
    
    Second Articles of Amendment and Restatement of the Registrant.(1)3.2
    
    
    
    Amended and Restated Bylaws of the Registrant.(4)4.1
    
    
    
    Specimen stock certificate.(1)4.2
    
    
    
    Indenture, dated as of May 15, 2001, by the Company to HSBC Bank USA, National
Association, as Trustee, (formerly First Union National Bank, as Trustee).(6)4.3
    
    
    
    First Supplemental Indenture, dated as of May 15, 2001, by the Company to HSBC Bank
USA, National Association, as Trustee, (formerly First Union National Bank, as
Trustee).(6)4.4
    
    
    
    Form of 8.125% Senior Note Due 2011.(6)4.5
    
    
    
    Second Supplemental Indenture, dated as of March 30, 2004, by the Company to HSBC
Bank USA, National Association, as Trustee (formerly Wachovia Bank, National
Association, as Trustee).(11)4.6
    
    
    
    Form of 5.125% Senior Note Due 2014.(11)10.1
    
    
    
    1995 Restricted Stock Plan for Non-Employee Directors of Healthcare Realty Trust
Incorporated.(3)10.2
    
    
    
    Amended and Restated Executive Retirement Plan.(7)10.3
    
    
    
    Retirement Plan for Outside Directors.(1)10.4
    
    
    
    2000 Employee Stock Purchase Plan.(5)10.5
    
    
    
    Dividend Reinvestment Plan.(2)10.6
    
    
    
    2003 Employees Restricted Stock Incentive Plan.(7)10.7
    
    
    
    Amendment No. 1 to 2003 Employees Restricted Stock Incentive Plan.(10)10.8
    
    
    
    Amended and Restated Employment Agreement by and between David R. Emery and
Healthcare Realty Trust Incorporated.(12)10.9
    
    
    
    Employment Agreement by and between John M. Bryant, Jr. and Healthcare Realty Trust
Incorporated.(9)10.10
    
    
    
    Employment Agreement by and between Scott W. Holmes and Healthcare Realty Trust
Incorporated.(8)10.11
    
    
    
    Credit Agreement, dated as of January 25, 2006, by and among the Company, Bank of
America, N.A., as Administrative Agent, and the other lenders named therein.(13)10.12
    
    
    
    Employment Agreement by and between B. Douglas Whitman, II and Healthcare Realty
Trust Incorporated.(14)10.13
    
    
    
    2007 Employees Stock Incentive Plan.(15)10.14
    
    
    
    Healthcare Realty Trust Incorporated Long-Term Incentive Program.(16)10.15
    
    
    
    Amendment, dated December 21, 2007, to 2007 Employees Stock Incentive Plan.(filed
herewith)
 34




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##### Table of Contents



ExhibitNumber
    
    
    
    Description of Exhibits11
    
    
    
    Statement re computation of per share earnings (contained in Note 13 to the Notes
to the Consolidated Financial Statements for the year ended December 31, 2007 filed
herewith as Exhibit 13).13
    
    
    
    Annual Report to Shareholders for the year ended December 31, 2007 (filed herewith).21
    
    
    
    Subsidiaries of the Registrant (filed herewith).23
    
    
    
    Consent of BDO Seidman, LLP, independent auditors (filed herewith).31.1
    
    
    
    Certification of the Chief Executive Officer of Healthcare Realty Trust
Incorporated pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as
amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(filed herewith).31.2
    
    
    
    Certification of the Chief Financial Officer of Healthcare Realty Trust
Incorporated pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as
amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(filed herewith).32
    
    
    
    Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
 
 (1)
    
    Filed as an exhibit to the Companys Registration Statement on Form S-11 (Registration No.
33-60506) previously filed pursuant to the Securities Act of 1933 and hereby incorporated by
reference.(2)
    
    Filed as an exhibit to the Companys Registration Statement on Form S-11 (Registration No.
33-72860) previously filed pursuant to the Securities Act of 1933 and hereby incorporated by
reference.(3)
    
    Filed as an exhibit to the Companys Form 10-K for the year ended December 31, 1995 and
hereby incorporated by reference.(4)
    
    Filed as an exhibit to the Companys Form 10-Q for the quarter ended September 30, 2007 and
hereby incorporated by reference.(5)
    
    Filed as an exhibit to the Companys Form 10-K for the year ended December 31, 1999 and
hereby incorporated by reference.(6)
    
    Filed as an exhibit to the Companys Form 8-K filed May 17, 2001 and hereby incorporated by
reference.(7)
    
    Filed as an exhibit to the Companys Form 10-Q for the quarter ended March 31, 2002 and
hereby incorporated by reference.(8)
    
    Filed as an exhibit to the Companys Form 10-K for the year ended December 31, 2002 and
hereby incorporated by reference.(9)
    
    Filed as an exhibit to the Companys Form 10-Q for the quarter ended September 30, 2003 and
hereby incorporated by reference.(10)
    
    Filed as an exhibit to the Companys Form 10-K for the year ended December 31, 2003 and
hereby incorporated by reference.(11)
    
    Filed as an exhibit to the Companys Form 8-K filed March 29, 2004 and hereby incorporated by
reference.(12)
    
    Filed as an exhibit to the Companys Form 10-Q for the quarter ended September 30, 2004 and
hereby incorporated by reference.(13)
    
    Filed as an exhibit to the Companys Form 8-K filed January 26, 2006 and hereby incorporated
by reference.(14)
    
    Filed as an exhibit to the Companys Form 10-K filed March 1, 2007 and hereby incorporated by
reference.(15)
    
    Filed as an exhibit to the Companys Form 8-K filed May 21, 2007 and hereby incorporated by
reference.(16)
    
    Filed as an exhibit to the Companys Form 8-K filed December 14, 2007 and hereby incorporated
by reference. 35




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##### Table of Contents



Executive Compensation Plans and Arrangements
  1.
    
    1995 Restricted Stock Plan for Non-Employee Directors of Healthcare Realty Trust
Incorporated (filed as Exhibit 10.1)2.
    
    Amended and Restated Executive Retirement Plan (filed as Exhibit 10.2)3.
    
    Retirement Plan for Outside Directors (filed as Exhibit 10.3)4.
    
    2000 Employee Stock Purchase Plan (filed as Exhibit 10.4)5.
    
    2003 Employees Restricted Stock Incentive Plan (filed as Exhibit 10.6)6.
    
    Amendment No. 1 to 2003 Employees Restricted Stock Incentive Plan (filed as Exhibit
10.7)7.
    
    Amended and Restated Employment Agreement by and between David R. Emery and Healthcare
Realty Trust Incorporated (filed as Exhibit 10.8)8.
    
    Employment Agreement by and between John M. Bryant, Jr. and Healthcare Realty Trust
Incorporated (filed as Exhibit 10.9)9.
    
    Employment Agreement by and between Scott W. Holmes and Healthcare Realty Trust
Incorporated (filed as Exhibit 10.10)10.
    
    Employment Agreement by and between B. Douglas Whitman, II and Healthcare Realty Trust
Incorporated (filed as Exhibit 10.12)11.
    
    2007 Employees Stock Incentive Plan (filed as Exhibit 10.13)12.
    
    Healthcare Realty Trust Incorporated Long-Term Incentive Program (filed as Exhibit
10.14)13.
    
    Amendment, dated December 21, 2007, to 2007 Employees Stock Incentive Plan (filed as
Exhibit 10.15)
 36




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##### Table of Contents



SIGNATURES
  HEALTHCARE REALTY TRUST INCORPORATEDBy:
    /s/ David R. EmeryDavid R. EmeryChairman of the Board and Chief Executive
Officer  Signature
    
    Title
    
    Date/s/ David R. Emery

David R. Emery
    
    Chairman of the Board and Chief Executive
Officer (Principal Executive Officer)
    
    February 25, 2008/s/ Scott W. Holmes

Scott W. Holmes
    
    Executive Vice President and Chief
Financial Officer
(Principal Financial Officer)
    
    February 25, 2008/s/ David L. Travis

David L. Travis
    
    Vice President and Chief Accounting Officer (Principal
Accounting Officer)
    
    February 25, 2008/s/ Errol L. Biggs, Ph.D.

Errol L. Biggs, Ph.D.
    
    Director
    
    February 25, 2008/s/ Charles Raymond Fernandez, M.D.

Charles Raymond Fernandez, M.D.
    
    Director
    
    February 25, 2008/s/ Batey M. Gresham, Jr.

Batey M. Gresham, Jr.
    
    Director
    
    February 25, 2008/s/ Marliese E. Mooney

Marliese E. Mooney
    
    Director
    
    February 25, 2008/s/ Edwin B. Morris, III

Edwin B. Morris, III
    
    Director
    
    February 25, 2008/s/ John Knox Singleton

John Knox Singleton
    
    Director
    
    February 25, 2008/s/ Bruce D. Sullivan

Bruce D. Sullivan
    
    Director
    
    February 25, 2008/s/ Dan S. Wilford

Dan S. Wilford
    
    Director
    
    February 25, 2008
 37




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
   Nashville, Tennessee
February 22, 2008
    /s/ BDO Seidman, LLP 38




---



##### Table of Contents



Schedule II  Valuation and Qualifying Accounts at December 31, 2007
(Dollars in thousands)
 AdditionsBalance atBeginning
    
    Charged to costs
    
    Charged to other
    
    Uncollectible Accounts
    
    
    Balance at EndDescription
    
    of Period
    
    and expenses
    
    accounts
    

Written-off
    
    of Period2007
    
    
    Accounts and notes
receivable allowance
    
    $
    2,522
    
    
    $
    986
    
    
    $
    
    
    
    $
    2,009
    
    
    $
    1,499Preferred stock
investment reserve
    
    
    1,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,0003,522
    
    
    
    986
    
    
    
    
    
    
    
    2,009
    
    
    
    2,4992006
    
    
    Accounts and notes
receivable allowance
    
    
    1,998
    
    
    
    1,256
    
    
    
    
    
    
    
    732
    
    
    
    2,522Preferred stock
investment reserve
    
    
    1,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,0002,998
    
    
    
    1,256
    
    
    
    
    
    
    
    732
    
    
    
    3,5222005
    
    
    Accounts and notes
receivable allowance
    
    
    2,016
    
    
    
    1,308
    
    
    
    
    
    
    
    1,326
    
    
    
    1,998Preferred stock
investment reserve
    
    
    1,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,000$
    3,016
    
    
    $
    1,308
    
    
    $
    
    
    
    $
    1,326
    
    
    $
    2,998
 39




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##### Table of Contents



Schedule III  Real Estate and Accumulated Depreciation at December 31, 2007
(Dollars in thousands)
 Buildings, Improvements,Land
    
    Lease Intangibles and CIPCost Capitalized
    
    
    
    
    
    
    
    
    
    Cost Capitalized
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1) (4)Number of
    
    
    
    
    
    Initial
    
    Subsequent to
    
    
    
    
    
    Initial
    
    Subsequent to
    
    
    
    
    
    Personal
    
    (3) (4)
    
    Accumulated
    
    
    
    
    
    Date
    
    DateProperties
    
    State
    
    Investment
    
    Acquisition
    
    Total
    
    Investment
    
    Acquisition
    
    Total
    
    Property
    
    Total Assets
    
    Depreciation
    
    Encumbrances
    
    Acquired
    
    ConstructedMedical Office
    
    
    108
    
    
    AZ, CA, CO, DC, FL,
    
    $
    52,672
    
    
    $
    917
    
    
    $
    53,589
    
    
    $
    919,758
    
    
    $
    113,485
    
    
    $
    1,033,243
    
    
    $
    1,436
    
    
    $
    1,088,268
    
    
    $
    208,777
    
    
    $
    29,959
    
    
    
    1993-2007
    
    
    
    1905 - 2007GA, HI, IL, KS, LA,
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9 Under Const. (2)MD, MI, MO, MS, NV,PA, TN, TX, VA, WYPhysician Clinics
    
    
    35
    
    
    AL, AZ, CA, FL, GA,
    
    
    18,910
    
    
    
    380
    
    
    
    19,290
    
    
    
    154,806
    
    
    
    5,214
    
    
    
    160,020
    
    
    
    139
    
    
    
    179,449
    
    
    
    38,695
    
    
    
    0
    
    
    
    1993-2006
    
    
    
    1977-2003IN, MA, TN,  TX, VAAmbulatory Care/Surgery
    
    
    12
    
    
    CA, FL, GA, IL, MO,
    
    
    17,452
    
    
    
    449
    
    
    
    17,901
    
    
    
    79,218
    
    
    
    5,694
    
    
    
    84,912
    
    
    
    106
    
    
    
    102,919
    
    
    
    27,766
    
    
    
    17,682
    
    
    
    1993-2001
    
    
    
    1985-1998NV, TXSpecialty Outpatient
    
    
    6
    
    
    AL, FL, PA, TX
    
    
    2,989
    
    
    
    889
    
    
    
    3,878
    
    
    
    23,822
    
    
    
    0
    
    
    
    23,822
    
    
    
    0
    
    
    
    27,700
    
    
    
    7,472
    
    
    
    0
    
    
    
    1998-1998
    
    
    
    1986-1997Specialty Inpatient
    
    
    14
    
    
    CA, IN, MI, TX
    
    
    8,163
    
    
    
    150
    
    
    
    8,313
    
    
    
    227,386
    
    
    
    0
    
    
    
    227,386
    
    
    
    0
    
    
    
    235,700
    
    
    
    51,563
    
    
    
    0
    
    
    
    1994-2006
    
    
    
    1983-20051 Under Const. (2)Other
    
    
    11
    
    
    IN, MI, MO, OK, PA,
    
    
    2,366
    
    
    
    40
    
    
    
    2,406
    
    
    
    49,562
    
    
    
    3,241
    
    
    
    52,803
    
    
    
    666
    
    
    
    55,874
    
    
    
    16,583
    
    
    
    1,808
    
    
    
    1993-2007
    
    
    
    1967-1995SC, TN, VATotal Real Estate
    
    
    186
    
    
    
    
    
    
    
    102,552
    
    
    
    2,825
    
    
    
    105,377
    
    
    
    1,454,552
    
    
    
    127,634
    
    
    
    1,582,186
    
    
    
    2,347
    
    
    
    1,689,910
    
    
    
    350,856
    
    
    
    49,449Land Held for
Development
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,554
    
    
    
    
    
    
    
    18,554
    
    
    
    
    
    
    
    18,554
    
    
    
    
    
    
    
    Corporate Property
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,027
    
    
    
    14,027
    
    
    
    5,063
    
    
    
    Total Property
    
    
    186
    
    
    
    
    
    
    $
    102,552
    
    
    $
    2,825
    
    
    $
    105,377
    
    
    $
    1,473,106
    
    
    $
    127,634
    
    
    $
    1,600,740
    
    
    $
    16,374
    
    
    $
    1,722,491
    
    
    $
    355,919
    
    
    $
    49,449
 
 (1)
    
    Depreciation is provided for on a straight-line basis on buildings and improvements over 3.3 to 39.0 years, lease intangibles over 1.1 to
75 years, and personal property over 3 to 15 years, and
land improvements over 9.5 to 15 years.(2)
    
    Development at 12/31/07.(3)
    
    Total assets at 12/31/07 have an estimated aggregate total cost of $1.6 billion for Federal Income Tax purposes.(4)
    
    Includes six assets held for sale at 12/31/07 of approximately $25.9 million (gross) and accumulated depreciation of $10.5 million and at 12/31/05 of $26.1 million (gross) and accumulated depreciation of $4.7 million. There were no assets held for sale at 12/31/06. 40




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##### Table of Contents



Schedule III  Real Estate and Accumulated Depreciation at December 31, 2007
(Dollars in thousands)
(Continued)
  Year
to DateEnding 12/31/07 (4)
    

Year
to DateEnding 12/31/06
    

Year
to DateEnding 12/31/05 (4)Total
    
    Accumulated
    
    Total
    
    Accumulated
    
    Total
    
    AccumulatedProperty
    
    Depreciation
    
    Property
    
    Depreciation
    
    Property
    
    DepreciationBeginning Balance
    
    $
    1,928,326
    
    
    $
    373,706
    
    
    $
    1,855,149
    
    
    $
    320,487
    
    
    $
    1,904,195
    
    
    $
    284,155Additions during the period:Real Estate
    
    
    86,276
    
    
    
    51,901
    
    
    
    87,903
    
    
    
    62,676
    
    
    
    82,851
    
    
    
    59,352Corporate Property
    
    
    765
    
    
    
    184
    
    
    
    300
    
    
    
    576
    
    
    
    997
    
    
    
    1,244Construction in Progress
    
    
    47,294
    
    
    
    
    
    
    
    40,133
    
    
    
    
    
    
    
    6,311
    
    
    
    Retirements / dispositions:Real Estate
    
    
    (339,060
    )
    
    
    (69,523
    )
    
    
    (55,106
    )
    
    
    (9,980
    )
    
    
    (139,187
    )
    
    
    (24,247
    )Corporate Property
    
    
    (1,110
    )
    
    
    (349
    )
    
    
    (53
    )
    
    
    (53
    )
    
    
    (18
    )
    
    
    (17
    )Ending Balance
    
    $
    1,722,492
    
    
    $
    355,919
    
    
    $
    1,928,326
    
    
    $
    373,706
    
    
    $
    1,855,149
    
    
    $
    320,487
 41




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##### Table of Contents



Schedule IV  Mortgage Loans on Real Estate
As of December 31, 2007
 Periodic
    
    
    OriginalInterest
    
    
    Maturity
    
    
    Payment
    
    
    Face
    
    
    CarryingDescription
    
    Rate
    
    
    Date
    
    
    Terms
    
    
    Amount
    
    
    Amount
    
    
    BalloonPhysician clinic
facility located
in California
    
    
    8.30
    %
    
    
    5/12/2016
    
    
    
    (1
    )
    
    $
    14,920
    
    
    $
    14,920
    
    
    $
    13,895
    (5)Physician clinic
facility located
in Texas
    
    
    8.50
    %
    
    
    9/1/2031
    
    
    
    (2
    )
    
    
    1,986
    
    
    
    1,954
    
    
    
    
    (6)Medical office
building under
contruction in
Iowa
    
    
    6.33
    %(8)
    
    
    9/30/2008
    
    
    
    (3
    )
    
    
    15,245
    
    
    
    10,739
    
    
    
    10,739
    (7)Medical office
building under
contruction in
Colorado
    
    
    8.25
    %
    
    
    1/10/2017
    
    
    
    (4
    )
    
    
    3,411
    
    
    
    2,504
    
    
    
    2,504
    (7)Total Mortgage
Notes Receivable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    30,117
 
 Notes:(1)
    
    Interest only until May 12, 2011, then principal and interest amortized monthly based on a 25 year amortization schedule.(2)
    
    Paid in monthly installments of principal and interest. Fully amortized over 300 months.(3)
    
    Interest only until maturity. Principal payments may be made during term without penalty with remaining principal
balance due at maturity.(4)
    
    Interest only until maturity. Principal payments may be made during term without penalty with remaining principal
balance due at maturity.(5)
    
    Prepayment may be made at anytime after May 12, 2008.(6)
    
    Prepayment may be made at anytime after July 5, 2010.(7)
    
    Prepayment may be made at anytime.(8)
    
    Interest rate at 12/31/07. Interest rate is variable based on LIBOR + 1.10%.(9)
    
    Mortgage repayments for the year ended December 31, 2007 include a $907 unscheduled payment received on the $3.4 million mortgage note. Years Ended December 31,2007
    
    2006
    
    2005Balance at beginning of period
    
    $
    73,856
    
    
    $
    105,795
    
    
    $
    40,321Additions during period:New or acquired mortgages
    
    
    14,150
    
    
    
    37,787
    
    
    
    71,97614,150
    
    
    
    37,787
    
    
    
    71,976Deductions during period:Scheduled principal payments
    
    
    (84
    )
    
    
    (347
    )
    
    
    (2,180
    )Mortgage repayments (9)
    
    
    (57,805
    )
    
    
    (69,124
    )
    
    
    (4,073
    )Amortization
    
    
    
    
    
    
    (255
    )
    
    
    (249
    )(57,889
    )
    
    
    (69,726
    )
    
    
    (6,502
    )Balance at end of period
    
    $
    30,117
    
    
    $
    73,856
    
    
    $
    105,795
 42