##### 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 1934For the fiscal year ended December 31,
    2010oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period from
    
    to
    .   Commission file number:
    000-53206
  HEALTHCARE TRUST OF
    AMERICA, INC.
 (Exact name of registrant as
    specified in its charter)
  Maryland

20-4738467(State or other jurisdiction of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)16435 N. Scottsdale Road, Suite 320,
    Scottsdale, Arizona(Address of principal executive
    offices)

85254(Zip Code)   Registrants telephone number,
    including area code:
    (480) 998-3478
  Securities registered pursuant to
    Section 12(b) of the Act:
  Title of each class

Name of each exchange on which
    registeredNone

None   Securities registered pursuant to
    Section 12(g) of the Act:
  Common Stock, $0.01 par
    value per share
 (Title of Class)
  Indicate
    by check mark if the registrant is a well-known seasoned issuer,
    as defined in Rule 405 of the Securities Act.
    Yes o     No þ  Indicate
    by check mark if the registrant is not required to file reports
    pursuant to Section 13 or Section 15(d) of the Act.
    Yes o     No þ  Indicate by check mark whether the registrant (1) has filed
    all reports required to be filed by Section 13 or 15(d) of
    the Securities Exchange Act of 1934 during the preceding
    12 months (or for such shorter period that the registrant
    was required to file such reports), and (2) has been
    subject to such filing requirements for the past 90 days.

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

Yes o     No o   Indicate by check mark if disclosure of delinquent filers
    pursuant to Item 405 of
    Regulation S-K
    (§ 229.405 of this chapter) is not contained herein,
    and will not be contained, to the best of registrants
    knowledge, in definitive proxy or information statements
    incorporated by reference in Part III of this
    Form 10-K
    or any amendment to this
    Form 10-K.

o   Rule 12b-2
  Large accelerated filer

o

Accelerated filer

oNon-accelerated filer

þ
    (Do not check if a smaller reporting company)

Smaller reporting company

o   Indicate
    by check mark whether the registrant is a shell company (as
    defined in
    Rule 12b-2
    of the Act).
    Yes o     No þ      DOCUMENTS
    INCORPORATED BY REFERENCE
    None




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##### 



Healthcare
    Trust of America, Inc.
    (A Maryland Corporation)
    TABLE OF CONTENTS
   
 PagePART IItem 1.


Business


3Item 1A.


Risk Factors


28Item 1B.


Unresolved Staff Comments


56Item 2.


Properties


57Item 3.


Legal Proceedings


60Item 4.


Reserved


60PART IIItem 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


61Item 6.


Selected Financial Data


64Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


66Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


84Item 8.


Financial Statements and Supplementary Data


85Item 9.


Changes in and Disagreements With Accountants on
    Accounting and Financial Disclosure


85Item 9A.


Controls and Procedures


86Item 9B.


Other Information


86PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


87Item 11.


Executive Compensation


93Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


109Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


110Item 14.


Principal Accounting Fees and Services


111PART IVItem 15.


Exhibits, Financial Statement Schedules


112SIGNATURES


173EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2   2




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##### Table of Contents



PART I  Item 1.
    Business.  The use of the words we, us or
    our refers to Healthcare Trust of America, Inc. and
    its subsidiaries, including Healthcare Trust of America
    Holdings, LP, except where the context otherwise requires.
  BUSINESS
    OVERVIEW
  1 4
        (480) 998-3478. www.htareit.com www.htareit.com
 3




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##### Table of Contents



COMPANY
    HIGHLIGHTS
  
    During the year ended December 31, 2010, we completed 24
    new portfolio acquisitions, we expanded six of our existing
    portfolios through the purchase of additional medical office
    buildings within each, and we purchased the remaining 20%
    interest we previously did not own in HTA-Duke Chesterfield
    Rehab, LLC, which owns the Chesterfield Rehabilitation Center.
    The aggregate purchase price of these acquisitions was
    approximately $806,048,000, bringing our total portfolio value
    (including both our operating properties and those classified as
    held for sale), based on acquisition price, to $2,266,359,000 as
    of December 31, 2010. These acquisitions:  
    consist of 53 medical office buildings, four long-term acute
    care hospitals, and one healthcare-related office;
    comprise a total of approximately 3,514,000 square feet of
    GLA, bringing our total portfolio square footage to
    approximately 10,919,000 square feet as of
    December 31, 2010; and
    possess an average occupancy rate of approximately 96%
    (unaudited) as of December 31, 2010.  
    Our total portfolio of properties maintained an average
    occupancy rate of approximately 91% (unaudited) as of
    December 31, 2010.
    In March of 2010, we launched a follow-on offering to raise up
    to $2.2 billion. As part of our strategic review process,
    and in response to the substantial equity being raised in our
    follow-on offering, we determined that it was in the best
    interest of our stockholders to cease raising equity in that
    offering. We announced the termination of our follow-on offering
    in December 2010 and we stopped offering shares on
    February 28, 2011, except for sales of shares pursuant to
    the DRIP. Under the follow-on offering, we raised approximately
    $506 million during the year ended December 31, 2010,
    excluding shares issued under the DRIP.
    On November 22, 2010, we entered into a credit agreement,
    under which we obtained an unsecured revolving credit facility
    in an aggregate maximum principal amount of $275,000,000.
    Subject to the terms of the credit agreement, the maximum
    principal amount of the credit agreement may be increased by up
    to an additional $225,000,000, for a total principal amount of
    $500,000,000, subject to customary conditions. JP Morgan Chase
    Bank, N.A., serves as administrative agent with Wells Fargo
    Bank, N.A. and Deutsche Bank Securities Inc. as syndication
    agents, U.S. Bank National Association and Fifth Third Bank as
    documentation agents, and a syndicate of banks as lenders.
    During the year ended December 31, 2010, we secured
    approximately $79,125,000 in new long term financing with a
    weighted average interest rate of 5.75% and a weighted average
    term of 8.1 years. These loans are secured by our
    Greenville, Wisconsin MOB II, Deaconess, and NIH Triad
    properties.
    On February 1, 2011, we closed a senior secured real estate
    term loan in the amount of $125,500,000. Our lender is Wells
    Fargo Bank, National Association, or Wells Fargo Bank, N.A. The
    purpose of the term loan was to refinance four Wells Fargo Bank
    loans maturing in 2010 and 2011 that totaled approximately
    $89,969,000, to pay off one Wells Fargo Bank loan totaling
    $10,943,000, and to provide post-acquisition financing on a
    recently purchased property. Additionally, we entered into an
    interest rate swap on $75,000,000 of this secured term loan,
    effectively fixing the interest rate for this portion from the
    variable rate of one-month LIBOR plus 2.35% to 3.42%.
    In August 2010, we engaged J.P. Morgan Securities, LLC, or
    JP Morgan, to act as our lead strategic advisor. JP Morgan is
    assisting our board and management team in exploring various
    actions to maximize stockholder value, including the assessment
    of various liquidity alternatives. As we have previously
    disclosed, we intend to effect a liquidity event by September
    2013. We may consider, among other alternatives, listing our
    shares on a national securities exchange, or a Listing, a merger
    transaction, or a sale of substantially all of our assets.
    On October 18, 2010 we entered into a Redemption,
    Termination, and Release Agreement, or the
    Redemption Agreement, with our former advisor to purchase
    the limited partner interest, including all 4




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rights with respect to a subordinated distribution upon the
    occurrence of specified liquidity events and other rights that
    our former advisor held in our operating partnership. In
    addition, we have resolved all remaining issues with our former
    advisor. In connection with the execution of the
    Redemption Agreement, we made a one-time payment to our
    former advisor of $8,000,000.  
    On December 20, 2010, our stockholders approved an
    amendment to our charter to provide for the reclassification and
    conversion of our common stock in the event our shares are
    listed on a national securities exchange to implement a phased
    in liquidity program. We proposed these amendments and submitted
    them for approval by our stockholders to prepare our company in
    the event we pursue a Listing. To accomplish a phased in
    liquidity program, it is necessary to reclassify and convert our
    common stock into shares of Class A common stock and
    Class B common stock immediately prior to a Listing. In the
    event of a Listing, the shares of Class A common stock
    would be immediately listed on a national securities exchange.
    The shares of Class B common stock would not be listed.
    Rather, those shares would convert into shares of Class A
    common stock and become listed in defined phases, over a defined
    period of time within 18 months of a Listing. The phased in
    liquidity program is intended to provide for our stock to be
    transitioned into the public market in a way that minimizes the
    stock-pricing instability that could result from concentrated
    sales of our stock.  HEALTHCARE
    INDUSTRY
   5




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National
    Healthcare Expenditures(2003-2018)
  
      
    Advances in medical technology will continue to enable
    healthcare providers to identify and treat once fatal ailments
    and will improve the survival rate of critically ill and injured
    patients who will require continuing medical care. Along with
    these technical innovations, the U.S. population is growing
    older and living longer. In addition, according to the Centers
    for Disease Control and Prevention, from 1950 to 2005, the
    average life expectancy at birth increased from 68.2 years
    to 77.8 years. By 2050, the average life expectancy at
    birth is projected to increase to 83.1 years, according to
    the U.S. Census Bureau.
    Between 2010 and 2050, the U.S. population over
    65 years of age is projected to more than double from
    40 million to nearly 88.5 million people, as reflected
    in the below chart. Similarly, the 85 and older population is
    expected to more than triple, from 5.4 million in 2008 to
    19.0 million between 2008 and 2050. The number of older
    Americans is also growing as a percentage of the total
    U.S. population as the baby boomers enter their
    60s. The number of persons older than 65 was estimated to
    comprise 13.0% of the total U.S. population in 2010 and is
    projected to grow to 20.2% by 2050, as reflected in the below
    chart. 6




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##### Table of Contents



Projected
    U.S. Population Aged 65+(2010-2050)
  
      
    According to the U.S. Department of Labors Bureau of
    Labor Statistics, the healthcare industry was the largest
    industry in the U.S. in 2006, providing 14 million
    jobs. Healthcare-related jobs are among the fastest growing
    occupations, accounting for seven of the 20 fastest growing
    occupations. The Bureau of Labor and Statistics estimates that
    healthcare will generate three million new wage and salary
    jobs between 2006 and 2016, more than any other industry. Wage
    and salary employment in the healthcare industry is projected to
    increase 22% through 2016, compared with 11% for all industries
    combined. Despite the downturn in the economy and widespread job
    losses in most industries, the healthcare industry has not been
    impacted. In February 2009, there were 27,000 new
    healthcare-related jobs according to the Bureau of Labor and
    Statistics. We expect the increased growth in the healthcare
    industry will correspond with a growth in demand for medical
    office buildings and healthcare-related facilities.
    Complex state and federal regulations govern physician hospital
    referrals. Patients typically are referred to particular
    hospitals by their physicians. To restrict hospitals from
    inappropriately influencing physicians to refer patients to
    them, federal and state governments adopted Medicare and
    Medicaid anti-fraud laws and regulations. One aspect of these
    complex laws and regulations addresses the leasing of medical
    office space by hospitals to physicians. One intent of the
    regulations is to restrict medical institutions from providing
    facilities to physicians at below market rates or on other terms
    that may present an opportunity for undue influence on physician
    referrals. The regulations are complex, and adherence to the
    regulations is time consuming and requires significant
    documentation and extensive reporting to regulators. The costs
    associated with regulatory compliance have encouraged many
    hospital 7




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and physician groups to seek third-party ownership
    and/or
    management of their healthcare-related facilities.  
    Physicians are increasingly forming practice groups. To increase
    the numbers of patients they can see and thereby increase market
    share, physicians have formed and are forming group practices.
    By doing so, physicians can gain greater influence in
    negotiating rates with managed care companies and hospitals in
    which they perform services. Also, the creation of these groups
    allows for the dispersion of overhead costs over a larger
    revenue base and gives physicians the financial ability to
    acquire new and expensive diagnostic equipment. Moreover,
    certain group practices may benefit from certain exceptions to
    federal and state self-referral laws, permitting them to offer a
    broader range of medical services within their practices and to
    participate in the facility fee related to medical procedures.
    This increase in the number of group practices has led to the
    construction of new medical facilities in which the groups are
    housed and medical services are provided.      
    Decentralization and Specialization.  There is
    a continuing evolution toward delivery of medical services
    through smaller outpatient facilities located near patients and
    designed to treat specific diseases and conditions. In order to
    operate profitably within a managed care environment, physician
    practice groups and other medical services providers are
    aggressively trying to increase patient populations, while
    maintaining lower overhead costs by building new healthcare
    facilities in areas of population or patient growth. Continuing
    population shifts and ongoing demographic changes create a
    demand for additional properties, including an aging population
    requiring and demanding more medical services.
    Hospital Consolidation and
    Recapitalization.  Hospitals continue to
    consolidate in an effort to secure or expand market share, gain
    access to capital, and/or to achieve various economies of scale.
    Historically, these have been in the form of: a) the expansion
    of investor-owned health systems through acquisitions; or b) the
    merger of one or more tax-exempt health systems. Recently, new
    entrants include private equity firms that have either acquired
    hospital assets or are investing capital into existing
    tax-exempt organizations. We believe that accessing capital will
    continue to be a major area of focus for health care
    organizations, both in the short and long term.
    Increasing Regulation.Evolving regulatory
    factors affecting healthcare delivery create an incentive for
    providers of medical services to focus on patient care, leaving
    real estate ownership and operation to third-party real estate
    professionals. Third-party ownership and management of
    hospital-affiliated medical office buildings substantially
    reduces the risk that hospitals will violate complex Medicare
    and Medicaid fraud and abuse statutes.
    Modernization.Hospitals are modernizing by
    renovating existing properties and building new properties and
    becoming more efficient in the face of declining reimbursement
    and changing patient demographics. This trend has led to the
    development of new, smaller, specialty healthcare-related
    facilities as well as improvements to existing general acute
    care facilities.
    Redeployment of Capital.Medical providers are
    increasingly focused on wisely investing their capital in their
    medical business. A growing number of medical providers have
    determined that third-party development and ownership of real
    estate with long term leases is an attractive alternative to
    investing their capital in
    bricks-and-mortar.
    Increasing use of expensive medical technology has placed
    additional demands on the capital requirements of medical
    services providers and physician practice groups. By selling
    their real estate assets and relying on third-party ownership of
    new healthcare properties, medical services providers and
    physician practice groups can generate the capital necessary to
    acquire 8




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the medical technology needed to provide more comprehensive
    services to patients and improve overall patient care.  
    Physician Practice Ownership.Many physician
    groups have reacquired their practice assets and real estate
    from national physician management companies or otherwise formed
    group practices to expand their market share. Other physicians
    have left hospital-based or HMO-based practices to form
    independent group practices. These physician groups are
    interested in new healthcare properties that will house medical
    businesses that regulations permit them to own. In addition to
    existing group practices, there is a growing trend for
    physicians in specialties, including cardiology, oncology,
    womens health, orthopedics and urology, to enter into
    joint ventures and partnerships with hospitals, operators and
    financial sponsors to form specialty hospitals for the treatment
    of specific diseases. We believe a significant number of these
    types of organizations have no interest in owning real estate
    and are aggressively looking for third-parties to develop and
    own their healthcare properties.    BUSINESS
    STRATEGIES
    
    Continued Growth through Acquisitions.We
    intend to grow earnings through the strategic acquisition of
    high-quality medical office buildings and healthcare-related
    facilities:  
    using our demographic-based investment strategy that focuses on
    the age, essential needs and the geographic regions appealing to
    each dominant population group (seniors, the 65+ age group,
    boomers, those who were born between 1946 and 1964, and echo
    boomers, those born between 1982 and 1994);
    that produce recurring income; and
    in markets that indicate growing populations and employment base
    or potential limitations on additions to supply.    
    Hands-On Asset Management, Leasing and Property Management
    Oversight.Our asset management focuses on a
    defined growth strategy seizing on opportunities to achieve more
    profitable internal and 9




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external growth. Our strategy focuses on increasing rental rates
    and taking full advantage of our properties occupancies,
    including the following:  
    obtaining post-recession rental rates on our lease rollovers and
    actively leasing our vacant space at a time when there is
    limited supply of medical office space in a recovering economy;
    leveraging and proactively managing the best property management
    and leasing companies in each of our geographic areas;
    improving the quality of service provided to tenants by being
    attentive to needs, managing expenses, and strategically
    investing capital;
    maintaining the high quality of our properties and building on
    our marketing initiative to brand our Company as the landlord of
    choice;
    maintaining satellite offices in markets in which we have a
    significant presence; and
    purchasing in volume and using market expertise to continually
    reduce our operating costs.  
    Balance Sheet Flexibility.We plan to continue
    maintaining a low leverage strategy by maintaining a
    debt-to-total
    assets ratio of between 30%-40%. We intend to utilize our
    unsecured line of credit for acquisition opportunities. To
    effectively manage our long-term leverage strategy, we will
    continue to utilize both secured and unsecured debt when we
    determine it to be cost effective. We may also attempt to access
    the public equity and debt markets to repay our secured debt
    maturities or for future acquisition opportunities.  PORTFOLIO
    OF PROPERTIES
     10




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% of% of Total





Aggregate# of


Annualized


Annualized Base


Purchase


Purchase


Number ofPortfolio by Type

Buildings


Base Rent


Rent


Price


Price


StatesMedical office buildingsSingle-tenant, net lease


54


$
36,460,000



18.0
%

$
463,214,000



20.4
%


13Single-tenant, gross
    lease


5


$
2,928,000



1.4
%

$
25,304,000



1.1
%


2Multi-tenant, net lease


68


$
51,469,000



25.4
%

$
610,679,000



26.9
%


17Multi-tenant, gross
    lease


87


$
72,008,000



35.5
%

$
671,807,000



29.6
%


16Other healthcare-related facilitiesHospitals, single-tenant, net lease


10


$
20,333,000



10.0
%

$
241,720,000



10.7
%


4Seniors housing, single-
    tenant net lease


9


$
8,045,000



4.0
%

$
91,600,000



4.0
%


3Healthcare-related offices, multi-tenant, gross lease


5


$
11,506,000



5.7
%

$
109,900,000



4.8
%


3Other real estate-related assetsMortgage notes
    receivable


2



N/A



N/A


$
52,135,000



2.3
%


2TOTALS





$
202,749,000



100.0
%

$
2,266,359,000



100.0
%   SIGNIFICANT
    TENANTS
    GEOGRAPHIC
    CONCENTRATION
    FINANCIAL
    INFORMATION ABOUT INDUSTRY SEGMENTS
  Segment Reporting
 11




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COMPETITION
        GOVERNMENT
    REGULATIONS
  Healthcare-related
    Regulations
  Overview.
  Healthcare Legislation.
 12




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Reimbursement Programs.
  Fraud and Abuse Laws.
  
    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 Medicare or Medicaid;
    the Federal Physician Self-Referral Prohibition, commonly
    referred to as the Stark Law, which, subject to specific
    exceptions, restricts physicians from making referrals for
    specifically designated health services for which payment may be
    made under Medicare or 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
    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/or and/or
  Healthcare Licensure and Certification.
 13




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Real
    Estate Ownership-Related Regulations
    Costs of Compliance with the Americans with Disabilities
    Act.
  Costs of Government Environmental Regulation and Private
    Litigation.
  Use of Hazardous Substances by Some of Our
    Tenants.
  Other Federal, State and Local
    Regulations.
  EMPLOYEES
   14




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TAX
    STATUS
      Federal
    Income Taxation of HTA
        
    We will be required to pay U.S. federal income tax on our
    undistributed REIT taxable income, including net capital gain;
    We may be subject to the alternative minimum tax;
    We may be subject to tax at the highest corporate rate on
    certain income from foreclosure property (generally,
    property acquired by reason of default on a lease or
    indebtedness held by us);
    We will be subject to a 100% tax on net income from
    prohibited transactions (generally, certain sales or
    other dispositions of property, sometimes referred to as
    dealer property, held primarily for sale to
    customers in the ordinary course of business, other than
    foreclosure property) unless the gain is realized in a
    taxable REIT subsidiary, or TRS, or such property
    has been held by us for two years and certain other requirements
    are satisfied;
    If we fail to satisfy the 75% gross income test or the 95% gross
    income test (discussed below), but nonetheless maintain our
    qualification as a REIT pursuant to certain relief provisions,
    we will be subject to a 100% tax on the greater of (i) the
    amount by which we fail the 75% gross income test or
    (ii) the amount by which we fail the 95% gross income test,
    in either case, multiplied by a fraction intended to reflect our
    profitability; 15




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
    If we fail to satisfy any of the asset tests, other than the 5%
    or the 10% asset tests that qualify under a de minimis
    exception, and the failure qualifies under the general
    exception, as described below under
     Qualification as a REIT  Asset
    Tests, then we will have to pay an excise tax equal to the
    greater of (i) $50,000 and (ii) an amount determined
    by multiplying the net income generated during a specified
    period by the assets that caused the failure by the highest
    U.S. federal income tax applicable to corporations;
    If we fail to satisfy any REIT requirements other than the
    income test or asset test requirements, described below under
     Qualification as a REIT  Income
    Tests and  Qualification as a
    REIT  Asset Tests, respectively, and we qualify
    for a reasonable cause exception, then we will have to pay a
    penalty equal to $50,000 for each such failure;
    We will be subject to a 4% excise tax if certain distribution
    requirements are not satisfied;
    We may be required to pay monetary penalties to the IRS in
    certain circumstances, including if we fail to meet
    record-keeping requirements intended to monitor our compliance
    with rules relating to the composition of a REITs
    stockholders, as described below in
     Recordkeeping Requirements;
    If we dispose of an asset acquired by us from a C corporation in
    a transaction in which we took the C corporations tax
    basis in the asset, we may be subject to tax at the highest
    regular corporate rate on the appreciation inherent in such
    asset as of the date of acquisition by us;
    We will be required to pay a 100% tax on any redetermined rents,
    redetermined deductions, and excess interest. In general,
    redetermined rents are rents from real property that are
    overstated as a result of services furnished to any of our
    non-TRS tenants by one of our TRSs. Redetermined deductions and
    excess interest generally represent amounts that are deducted by
    a TRS for amounts paid to us that are in excess of the amounts
    that would have been deducted based on arms-length
    negotiations; and
    Income earned by our TRSs or any other subsidiaries that are
    taxable as C corporations will be subject to tax at regular
    corporate rates.    Qualification
    as a REIT
  In
    General
     16




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Ownership
    Tests
  12-month
    Income
    Tests
         17




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Foreclosure property.
 18




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Hedging transactions.
  Qualified temporary investment income.
  Asset
    Tests
   19




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
    We satisfied the asset tests at the end of the preceding
    calendar quarter, and the discrepancy between the value of our
    assets and the asset test requirements arose from changes in the
    market values of our assets and was not wholly or partly caused
    by the acquisition of one or more non-qualifying assets; or
    We eliminate any discrepancy within 30 days after the close
    of the calendar quarter in which it arose.    
    De Minimis Exception:  The failure is due to a
    violation of the 5% or 10% asset tests referenced above and is
    de minimis (meaning that the failure is one that
    arises from our ownership of assets the total value of which
    does not exceed the lesser of 1% of the total value of our
    assets at the end of the quarter in which the failure occurred
    and $10 million), and we either dispose of the assets that
    caused the failure or otherwise satisfy the asset tests within
    six months after the last day of the quarter in which our
    identification of the failure occurred; or
    General Exception:  All of the following
    requirements are satisfied: (i) the failure is not due to
    the above De Minimis Exception, (ii) the failure is due to
    reasonable cause and not willful neglect, (iii) we file a
    schedule in accordance with Treasury Regulations providing a
    description of each asset that caused the failure, (iv) we
    either dispose of the assets that caused the failure or
    otherwise satisfy the asset tests within six months after the
    last day of the quarter in which our identification of the
    failure occurred, and (v) we pay an excise tax as described
    above in  Taxation of Our Company.  Annual
    Distribution Requirements
         20




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Failure
    to Qualify
        Taxation
    of U.S. Stockholders
   21




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mark-to-market
  Distributions
             22




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Passive
    Activity Loss and Investment Interest Limitations; No Pass
    Through of Losses
    Sale or
    Disposition of Stock
    Medicare
    Tax on Unearned Income
    Taxation
    of U.S. Tax-Exempt Stockholders
  In
    General
     23




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Special
    Issues
    Taxation
    of Non-U.S.
    Stockholders
  non-U.S. stockholders, (non-U.S. stockholders), non-U.S. stockholders Prospective
    non-U.S. stockholders
    are urged to consult their tax advisors to determine the impact
    of U.S. federal, state, local and foreign income tax laws
    on their ownership of our stock, including any reporting
    requirements.
  Distributions
  non-U.S. stockholder non-U.S. stockholders non-U.S. stockholder non-U.S. stockholder. non-U.S. stockholder non-U.S. stockholder Form W-8 Form W-8BEN) non-U.S. stockholder Form W-8ECI
  non-U.S. stockholder non-U.S. stockholders
 24




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##### Table of Contents



non-U.S. stockholder non-U.S. stockholders non-U.S. stockholder non-U.S. stockholder
    non-U.S. stockholder non-U.S. stockholder non-U.S. stockholders non-U.S. stockholder non-U.S. stockholder non-U.S. stockholder
  non-U.S. stockholder non-U.S. stockholder
    
    such distribution is effectively connected with the
    non-U.S. stockholders
    U.S. trade or business and, if certain treaties apply, is
    attributable to a U.S. permanent establishment maintained
    by the
    non-U.S. stockholder,
    in which case the
    non-U.S. stockholder
    will be subject to tax on a net basis in a manner similar to the
    taxation of U.S. stockholders with respect to such gain,
    except that a holder that is a foreign corporation may also be
    subject to the additional 30% branch profits tax; or
    the
    non-U.S. stockholder
    is a nonresident alien individual who is present in the United
    States for 183 days or more during the taxable year and has
    a tax home in the United States, in which case such
    nonresident alien individual generally will be subject to a 30%
    tax on the individuals net U.S. source capital gain. 25




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##### Table of Contents



non-U.S. stockholders non-U.S. stockholder non-U.S. stockholders
  Dispositions
  non-U.S. stockholder non-U.S. stockholder non-U.S. non-U.S. stockholder non-U.S. stockholder
  non-U.S. stockholder non-U.S. stockholder 30-day
  non-U.S. stockholder non-U.S. stockholders non-U.S. stockholder, non-U.S. stockholder non-U.S. stockholder non-U.S. stockholder
  non-U.S. stockholder non-U.S. stockholder
  Information
    Reporting Requirements and Backup Withholding Tax
   26




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non-U.S. stockholder non-U.S. stockholder non-U.S. stockholder back-up
  Form 1099-B
    Additional
    U.S. Federal Income Tax Withholding Rules
  non-U.S. entities. non-U.S. entity
  Sunset of
    Reduced Tax Rate Provisions
    Legislative
    or Other Actions Affecting REITs
   27




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State,
    Local and Foreign Tax
    BOARD
    REVIEW OF OUR INVESTMENT POLICIES
      EXECUTIVE
    OFFICERS OF THE REGISTRANT
  Form 10-K
  Item 1A.
    Risk
    Factors.  Investment
    Risks
  There
    is currently no public market for shares of our common stock.
    Therefore, it will be difficult for stockholders to sell their
    shares and, if they are able to sell their shares, they will
    likely sell them at a discount.
   28




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The
    availability and timing of cash distributions to our
    stockholders is uncertain.
    We may
    not have sufficient cash available from operations to pay
    distributions, and, therefore, distributions may include a
    return of capital.
    We may
    not have sufficient cash available from operations to pay
    distributions, and, therefore, distributions may be paid,
    without limitation, with borrowed funds.
   29




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Our
    operations have resulted in net losses to date, which makes our
    future performance and the performance of an investment in our
    shares difficult to predict.
    We
    presently intend to effect a liquidity event by
    September 20, 2013; however, we cannot assure our
    stockholders that we will effect a liquidity event by such time
    or at all. If we do not effect a liquidity event, it will be
    very difficult for our stockholders to have liquidity for their
    investment in shares of our common stock.
  and/or
    In the
    event our shares of common stock are listed on a national
    securities exchange, our common stock will be converted into
    shares of Class A and Class B common stock, the shares
    of Class B common stock would not immediately be listed on
    such exchange and there would be no public market for the shares
    of Class B common stock.
   30




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Risks
    Related to Our Business
  We are
    dependent on investments in a single industry, making our
    profitability more vulnerable to a downturn or slowdown in that
    sector than if we were investing in multiple
    industries.
    If we
    are unable to find suitable investments, we may not be able to
    achieve our investment objectives.
    We
    face competition for the acquisition of medical office buildings
    and other healthcare-related facilities, which may impede our
    ability to make future acquisitions or may increase the cost of
    these acquisitions.
   31




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Financial
    markets are still recovering from a period of disruption and
    recession, and we are unable to predict if and when the economy
    will stabilize.
    Our
    success may be hampered by the recent slowdown in the real
    estate industry.
    Our
    results of operations, our ability to pay distributions to our
    stockholders and our ability to dispose of our investments are
    subject to international, national and local economic factors we
    cannot control or predict.
    
    poor economic times may result in defaults by tenants of our
    properties due to bankruptcy, lack of liquidity, or operational
    failures. We may also be required to provide rent concessions or
    reduced rental rates to maintain or increase occupancy levels;
    reduced values of our properties may limit our ability to
    dispose of assets at attractive prices or to obtain debt
    financing secured by our properties and may reduce the
    availability of unsecured loans;
    the value and liquidity of our short-term investments and cash
    deposits could be reduced as a result of a deterioration of the
    financial condition of the institutions that hold our cash
    deposits or the institutions or assets in which we have made
    short-term investments, the dislocation of the markets for our
    short-term investments, increased volatility in market rates for
    such investment or other factors;
    one or more lenders under our unsecured credit facility could
    refuse to fund their financing commitment to us or could fail
    and we may not be able to replace the financing commitment of
    any such lenders on favorable terms, or at all;
    one or more counterparties to our interest rate swaps could
    default on their obligations to us or could fail, increasing the
    risk that we may not realize the benefits of these instruments;
    increases in supply of competing properties or decreases in
    demand for our properties may impact our ability to maintain or
    increase occupancy levels and rents;
    constricted access to credit may result in tenant defaults or
    non-renewals under leases; and
    increased insurance premiums, real estate taxes or energy or
    other expenses may reduce funds available for distribution or,
    to the extent such increases are passed through to tenants, may
    lead to tenant defaults. Also, any such increased expenses may
    make it difficult to increase rents to tenants on turnover,
    which may limit our ability to increase our returns. 32




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The
    failure of any bank in which we deposit our funds could reduce
    the amount of cash we have available to pay distributions and
    make additional investments.
    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.
  day-to-day Form 10-K
  We may
    structure acquisitions of property in exchange for limited
    partnership units in our operating partnership on terms that
    could limit our liquidity or our flexibility.
  one-for-one
 33




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Our
    ownership of certain medical office building properties are
    subject to ground lease or other similar agreements which limit
    our uses of these properties and may restrict our ability to
    sell or otherwise transfer such properties.
    Compliance
    with changing government regulations may result in additional
    expenses.
  over-the-counter
  Risks
    Related to Our Organizational Structure
  We may
    issue preferred stock or other classes of common stock, which
    issuance could adversely affect the holders of our common
    stock.
    
    a merger, tender offer or proxy contest; 34




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
    assumption of control by a holder of large block of our
    securities; or
    removal of the incumbent board of directors and management.  Our
    stockholders ability to control our operations is severely
    limited.
    
    the election or removal of directors;
    any amendment 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;
    our dissolution; and
    certain mergers, consolidations and sales or other dispositions
    of all or substantially all of our assets.    The
    limit on the percentage of shares of our common stock that any
    person may own may discourage a takeover or business combination
    that may have benefited our stockholders.
    Our
    charter includes a provision that may discourage a stockholder
    from launching a tender offer for shares of our common
    stock.
   35




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Our
    board of directors may change our investment objectives without
    seeking stockholder approval.
    Maryland
    law and our organizational documents limit our
    stockholders right to bring claims against our officers
    and directors.
    Certain
    provisions of Maryland law could restrict a change in control
    even if a change in control was in our stockholders
    interests.
    
    any person who beneficially owns 10.0% or more of the voting
    power of our outstanding voting stock or any affiliate or
    associate of ours who, at any time within the two-year period
    prior to the date in question beneficially owns 10.0% or more of
    the voting power of our then outstanding stock, each of, which
    we refer to as an interested stockholder; or
    an affiliate of an interested stockholder.   36




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Our
    stockholders approved amendments to our charter which provide
    that certain provisions of our charter will not remain in effect
    in the event our shares of common stock are listed on a national
    securities exchange.
    
    limit the voting rights per share of stock sold in a private
    offering;
    prohibit distributions in kind, except for distributions of
    readily marketable securities, distributions of beneficial
    interests in a liquidity trust or distributions in which each
    stockholder is advised of the risks of direct ownership of
    property and offered the election of receiving such
    distributions;
    place limits on incentive fees;
    place limits on our organizational and offering expenses;
    place limits on our total operating expenses;
    place limits on our acquisition fees and expenses;
    relate to the requirement that a special meeting of stockholders
    be called upon the request of stockholders holding 10% of our
    shares entitled to vote;
    relate to the restrictions on amending our charter in certain
    circumstances without prior stockholder approval;
    relate to inspection of our stockholder list and receipt of
    reports;
    relate to restrictions on exculpation, indemnification and the
    advancement of expenses to our directors; and
    relate to prohibitions on
    roll-up
    transactions.  Our
    stockholders investment return may be reduced if we are
    required to register as an investment company under the
    Investment Company Act.
    
    limitations on capital structure;
    restrictions on specified investments;
    prohibitions on transactions with affiliates; and
    compliance with reporting, record keeping, voting, proxy
    disclosure and other rules and regulations that would
    significantly change our operations.   37




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Several
    potential events could cause our stockholders investment
    in us to be diluted, which may reduce the overall value of their
    investment.
    
    future public offerings of our securities, including issuances
    under our DRIP and up to 200,000,000 shares of any
    preferred stock that our board of directors may authorize;
    private issuances of our securities to other investors,
    including institutional investors;
    issuances of our securities under our amended and restated 2006
    Incentive Plan; or
    redemptions of units of limited partnership interest in our
    operating partnership in exchange for shares of our common stock.    Our
    stockholders interests may be diluted in various ways,
    which may reduce their returns.
   38




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Our
    stockholders may not receive any profits resulting from the sale
    of one of our properties, or receive such profits in a timely
    manner, because we may provide financing to the purchaser of
    such property.
    Risks
    Related to Investments in Real Estate
  Changes
    in national, regional or local economic, demographic or real
    estate market conditions may adversely affect our results of
    operations and our ability to pay distributions to our
    stockholders or reduce the value of their
    investment.
    Increasing
    vacancy rates for commercial real estate resulting from a slow
    economic recovery could result in increased vacancies at some or
    all of our properties, which may result in reduced revenue and
    resale value, a reduction in cash available for distribution and
    a diminished return on their investment.
   39




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We are
    dependent on tenants for our revenue, and lease terminations
    could reduce our distributions to our
    stockholders.
    We may
    incur additional costs in acquiring or re-leasing properties
    which could adversely affect the cash available for distribution
    to our stockholders.
    Uninsured
    losses relating to real estate and lender requirements to obtain
    insurance may reduce stockholder returns.
    We may
    obtain only limited warranties when we purchase a property and
    would have only limited recourse in the event our due diligence
    did not identify any issues that lower the value of our
    property.
   40




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Terrorist
    attacks and other acts of violence or war may affect the markets
    in which we operate and have a material adverse effect on our
    financial condition, results of operations and ability to pay
    distributions to our stockholders.
      Delays
    in the acquisition, development and construction of real
    properties may have adverse effects on our results of operations
    and returns to our stockholders.
  lease-up
  Uncertain
    market conditions relating to the future disposition of
    properties could cause us to sell our properties at a loss in
    the future.
   41




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We
    face possible liability for environmental cleanup costs and
    damages for contamination related to properties we acquire,
    which could substantially increase our costs and reduce our
    liquidity and cash distributions to stockholders.
    Our
    property investments are geographically concentrated in certain
    states and subject to economic fluctuations in those
    states.
    Certain
    of our properties may not have efficient alternative uses, so
    the loss of a tenant may cause us not to be able to find a
    replacement or cause us to spend considerable capital to adapt
    the property to an alternative use.
    Our
    medical office buildings, healthcare-related facilities and
    tenants may be subject to competition.
   42




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Long-term
    leases may not result in fair market lease rates over time;
    therefore, our income and our distributions could be lower than
    if we did not enter into long-term leases.
    Our
    costs associated with complying with the Americans with
    Disabilities Act may reduce our cash available for
    distributions.
    Our
    real properties are subject to property taxes that may increase
    in the future, which could adversely affect our cash
    flow.
   43




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Costs
    of complying with governmental laws and regulations related to
    environmental protection and human health and safety may be
    high.
      Risks
    Related to the Healthcare Industry
  The
    healthcare industry is heavily regulated. New laws or
    regulations, including the recently enacted healthcare reform
    act, 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.
       44




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Recently
    enacted comprehensive healthcare reform legislation could
    materially and adversely affect our business, financial
    condition and results of operations and our ability to pay
    distributions to stockholders.
    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.
    fee-for-service
 45




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Government
    budget deficits could lead to a reduction in Medicaid and
    Medicare reimbursement.
    Some
    tenants of our medical office buildings and healthcare-related
    facilities 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.
    
    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 Medicare or Medicaid;
    the Federal Physician Self-Referral Prohibition, which, subject
    to specific exceptions, restricts physicians from making
    referrals for specifically designated health services for which
    payment may be made under Medicare or 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; and
    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/or and/or
 46




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Adverse
    trends in healthcare provider operations may negatively affect
    our lease revenues and our ability to make distributions to our
    stockholders.
    
    changes in the demand for and methods of delivering healthcare
    services;
    changes in third party reimbursement policies;
    significant unused capacity in certain areas, which has created
    substantial competition for patients among healthcare providers
    in those areas;
    continued pressure by private and governmental payors to reduce
    payments to providers of services; and
    increased scrutiny of billing, referral and other practices by
    federal and state authorities.    Our
    healthcare-related tenants may be subject to significant legal
    actions that could subject them to increased operating costs and
    substantial uninsured liabilities, which may affect their
    ability to pay their rent payments to us.
  and/or
  We may
    experience adverse effects as a result of potential financial
    and operational challenges faced by the operators of our senior
    healthcare facilities.
  lease-ups
 47




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The
    unique nature of our senior healthcare properties may make it
    difficult to lease or transfer such properties and, as a result,
    may negatively affect our performance.
   48




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Risks
    Related to Investments in Other Real Estate Related
    Assets
  Real
    estate related equity securities in which we may invest are
    subject to specific risks relating to the particular issuer of
    the securities and may be subject to the general risks of
    investing in subordinated real estate securities.
  Form 10-K,
  The
    mortgage or other real estate-related loans in which we may
    invest may be impacted by unfavorable real estate market
    conditions, which could decrease their value.
    Delays
    in liquidating defaulted mortgage loan investments could reduce
    our investment returns.
    We
    expect a portion of our investments in other real estate related
    assets to be illiquid and we may not be able to adjust our
    portfolio in response to changes in economic and other
    conditions.
    Interest
    rate and related risks may cause the value of our investments in
    other real estate related assets to be reduced.
   49




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If we
    liquidate prior to the maturity of our investments in real
    estate assets, we may be forced to sell those investments on
    unfavorable terms or at a loss.
    Risks
    Related to Debt Financing
  We
    have and intend to incur mortgage indebtedness and other
    borrowings, which may increase our business risks, could hinder
    our ability to make distributions and could decrease the value
    of our company.
     50




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Higher
    mortgage rates may make it more difficult for us to finance or
    refinance properties, which could reduce the number of
    properties we can acquire and the amount of cash distributions
    we can make to our stockholders.
    Increases
    in interest rates could increase the amount of our debt payments
    and therefore negatively impact our operating
    results.
    Lenders
    may require us to enter into restrictive covenants relating to
    our operations, which could limit our ability to make
    distributions to our stockholders.
    Hedging
    activity may expose us to risks.
    If we
    enter into financing arrangements involving balloon payment
    obligations, it may adversely affect our ability to refinance or
    sell properties on favorable terms, and to make distributions to
    stockholders.
   51




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Risks
    Related to Joint Ventures
  The
    terms of joint venture agreements or other joint ownership
    arrangements into which we have entered and may enter could
    impair our operating flexibility and our results of
    operations.
    
    a venture partner may at any time have economic or other
    business interests or goals which 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;
    actions taken by a venture partner 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.    We may
    structure our joint venture relationships in a manner which may
    limit the amount we participate in the cash flow or appreciation
    of an investment.
   52




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Federal
    Income Tax Risks
  Failure
    to qualify as a REIT for 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.
        To
    continue to qualify as a REIT and to avoid the payment of
    federal income and excise taxes and maintain our REIT status, 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.
    We
    intend to request a closing agreement with the IRS granting us
    relief for any preferential dividends we may have
    paid.
   53




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Investors
    may have a current tax liability on distributions they elect to
    reinvest in shares of our common stock.
    Dividends
    paid by REITs do not qualify for the reduced tax rates that
    apply to other corporate dividends.
    In
    certain circumstances, we may be subject to federal and state
    income taxes as a REIT, which would reduce our cash available
    for distribution to our stockholders.
   54




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Distributions
    to certain tax-exempt stockholders may be classified as
    unrelated business taxable income.
    
    part of the income and gain recognized by certain qualified
    employee pension trusts with respect to our common stock may be
    treated as unrelated business taxable income if shares of our
    common stock are predominately held by qualified employee
    pension trusts, and we are required to rely on a special
    look-through rule for purposes of meeting one of the REIT share
    ownership tests, and we are not operated in a manner to avoid
    treatment of such income or gain as unrelated business taxable
    income;
    part of the income and gain recognized by a tax exempt
    stockholder with respect to our common stock would constitute
    unrelated business taxable income if the stockholder incurs debt
    in order to acquire the common stock; and
    part or all of the income or gain recognized with respect to our
    common stock by social clubs, voluntary employee benefit
    associations, supplemental unemployment benefit trusts and
    qualified group legal services plans which are exempt from
    federal income taxation under Sections 501(c)(7), (9),
    (17) or (20) of the Internal Revenue Code may be
    treated as unrelated business taxable income.  Complying
    with the REIT requirements may cause us to forego otherwise
    attractive opportunities.
    Changes
    to federal income tax laws or regulations could adversely affect
    stockholders.
    Foreign
    purchasers of shares of our common stock may be subject to
    FIRPTA tax upon the sale of their shares of our common
    stock.
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Foreign
    stockholders may be subject to FIRPTA tax upon the payment of a
    capital gains dividend.
    Employee
    Benefit Plan and IRA Risks
    If
    investors fail to meet the fiduciary and other standards under
    ERISA or the Internal Revenue Code as a result of an investment
    in our common stock, they could be subject to criminal and civil
    penalties.
    
    whether the investment is consistent with the applicable
    provisions of ERISA and the Internal Revenue Code, or any other
    applicable governing authority in the case of a government plan;
    whether the investment is made in accordance with the documents
    and instruments governing their plan or IRA, including their
    plans investment policy;
    whether the investment satisfies the prudence and
    diversification requirements of Sections 404(a)(1)(B) and
    404(a)(1)(C) of ERISA;
    whether the investment will impair the liquidity of the plan or
    IRA;
    whether the investment will produce unrelated business taxable
    income, referred to as UBTI and as defined in Sections 511
    through 514 of the Internal Revenue Code, to the plan or
    IRA; and
    their need to value the assets of the plan annually in
    accordance with ERISA and the Internal Revenue Code.      Item 1B.
    Unresolved
    Staff Comments.   56




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Item 2.
    Properties.        AnnualizedAnnualized





Base RentGLA


Date


Purchase


Base


Physical


Per LeasedProperty

State

Property Type(1)


(Sq Ft)


Acquired


Price


Rent(2)


Occupancy(3)


Sq Ft(4)Southpointe Office Parke and Epler Parke I

IN


MOB



97,000



1/22/2007


$
14,800,000


$
1,092,000



71.0
%

$
11.26Crawfordsville Medical Office Park and Athens Surgery Center

IN


MOB



29,000



1/22/2007



6,900,000



593,000



100.0
%

$
20.45The Gallery Professional Building

MN


MOB



105,000



3/9/2007



8,800,000



1,180,000



66.1
%

$
11.24Lenox Office Park, Building G

TN


OFF



98,000



3/23/2007



18,500,000



2,216,000



100.0
%

$
22.61Commons V Medical Office Building

FL


MOB



55,000



4/24/2007



14,100,000



1,190,000



100.0
%

$
21.64Yorktown Medical Center and Shakerag Medical Center

GA


MOB



111,000



5/2/2007



21,500,000



1,796,000



68.8
%

$
16.18Thunderbird Medical Plaza

AZ


MOB



109,000



5/15/2007



25,000,000



1,915,000



73.3
%

$
17.57Triumph Hospital Northwest and Triumph Hospital Southwest

TX


HOSP



151,000



6/8/2007



36,500,000



2,990,000



100.0
%

$
19.80Gwinnett Professional Center

GA


MOB



60,000



7/27/2007



9,300,000



733,000



52.2
%

$
12.221 & 4 Market Exchange

OH


MOB



116,000



8/15/2007



21,900,000



1,286,000



76.0
%

$
11.09Kokomo Medical Office Park

IN


MOB



87,000



8/30/2007



13,350,000



1,370,000



100.0
%

$
15.75St. Mary Physicians Center

CA


MOB



67,000



9/5/2007



13,800,000



1,466,000



68.6
%

$
21.882750 Monroe Boulevard

PA


OFF



109,000



9/10/2007



26,700,000



2,852,000



100.0
%

$
26.17East Florida Senior Care Portfolio

FL


SEN



355,000



9/28/2007



52,000,000



4,411,000



100.0
%

$
12.42Northmeadow Medical Center

GA


MOB



52,000



11/15/2007



11,850,000



1,276,000



97.5
%

$
24.54Tucson Medical Office Portfolio

AZ


MOB



110,000



11/20/2007



21,050,000



1,530,000



58.8
%

$
13.91Lima Medical Office Portfolio

OH


MOB



203,000



12/7/2007



26,060,000



2,212,000



79.9
%

$
10.90Highlands Ranch Medical Plaza

CO


MOB



79,000



12/19/2007



14,500,000



1,590,000



81.0
%

$
20.13Chesterfield Rehabilitation Center

SC


HOSP



112,000



12/19/2007



40,340,000



3,144,000



100.0
%

$
28.07Park Place Office Park

OH


MOB



132,000



12/20/2007



16,200,000



1,544,000



67.4
%

$
11.70Medical Portfolio 1

KS, FL


MOB



163,000



2/1/2008



36,950,000



3,499,000



94.2
%

$
21.47Fort Road Medical Building

MN


MOB



50,000



3/6/2008



8,650,000



649,000



78.6
%

$
12.98Liberty Falls Medical Plaza

OH


MOB



44,000



3/19/2008



8,150,000



650,000



91.5
%

$
14.77Epler Parke Building B

IN


MOB



34,000



3/24/2008



5,850,000



477,000



86.6
%

$
14.03Cypress Station Medical Office Building

TX


MOB



52,000



3/25/2008



11,200,000



935,000



100.0
%

$
17.98Vista Professional Center

FL


MOB



32,000



3/27/2008



5,250,000



378,000



76.2
%

$
11.81Senior Care Portfolio 1(5)

CA, TX


SEN



226,000



Various



39,600,000



3,636,000



100.0
%

$
16.08Amarillo Hospital

TX


HOSP



65,000



5/15/2008



20,000,000



1,666,000



100.0
%

$
25.635995 Plaza Drive

CA


OFF



104,000



5/29/2008



25,700,000



2,079,000



100.0
%

$
19.99Nutfield Professional Center

NH


MOB



70,000



6/3/2008



14,200,000



1,186,000



100.0
%

$
16.94SouthCrest Medical Plaza

GA


MOB



81,000



6/24/2008



21,176,000



1,361,000



70.1
%

$
16.80Medical Portfolio 3

IN


MOB



683,000



6/26/2008



90,100,000



9,211,000



75.1
%

$
13.49Academy Medical Center

AZ


MOB



41,000



6/26/2008



8,100,000



735,000



84.5
%

$
17.93Decatur Medical Plaza

GA


MOB



43,000



6/27/2008



12,000,000



1,077,000



99.5
%

$
25.05Medical Portfolio 2

MO, TX


MOB



173,000



Various



44,800,000



3,796,000



96.5
%

$
21.94Renaissance Medical Center

UT


MOB



112,000



6/30/2008



30,200,000



2,023,000



74.1
%

$
18.06Oklahoma City Medical Portfolio

OK


MOB



186,000



9/16/2008



29,250,000



3,596,000



92.3
%

$
19.33Medical Portfolio 4

OH, TX


MOB



227,000



Various



48,000,000



4,243,000



80.3
%

$
18.69Mountain Empire Portfolio

TN, VA


MOB



287,000



9/12/2008



27,775,000



4,049,000



90.7
%

$
14.11Mountain Plains Portfolio

TX


MOB



170,000



12/18/2008



43,000,000



3,885,000



98.5
%

$
22.85Marietta Health Park

GA


MOB



81,000



12/22/2008



15,300,000



1,080,000



88.9
%

$
13.33Wisconsin Medical Portfolio 1

WI


MOB



185,000



2/27/2009



33,719,000



2,871,000



100.0
%

$
15.52Wisconsin Medical Portfolio 2

WI


MOB



130,000



5/28/2009



40,700,000



3,435,000



100.0
%

$
26.42Greenville Hospital Portfolio

SC


MOB



857,000



9/18/2009



162,820,000



14,705,000



100.0
%

$
17.16 57




---



##### Table of Contents



AnnualizedAnnualized





Base RentGLA


Date


Purchase


Base


Physical


Per LeasedProperty

State

Property Type(1)


(Sq Ft)


Acquired


Price


Rent(2)


Occupancy(3)


Sq Ft(4)Mary Black Medical Office Building

SC


MOB



109,000



12/11/2009



16,250,000



1,596,000



72.7
%

$
14.64Hampden Place Medical Office Building

CO


MOB



66,000



12/21/2009



18,600,000



1,643,000



100.0
%

$
24.89Dallas LTAC Hospital

TX


HOSP



52,000



12/23/2009



27,350,000



2,743,000



100.0
%

$
52.75Smyth Professional Building

MD


MOB



62,000



12/30/2009



11,250,000



1,054,000



97.8
%

$
17.00Atlee Medical Portfolio

IN, TX


MOB



93,000



12/30/2009



20,501,000



1,811,000



100.0
%

$
19.47Denton Medical Rehabilitation Hospital

TX


HOSP



44,000



12/30/2009



15,485,000



1,364,000



100.0
%

$
31.00Banner Sun City Medical Portfolio

AZ


MOB



643,000



12/31/2009



107,000,000



12,040,000



88.6
%

$
18.72Camp Creek

GA


MOB



80,000



3/9/2010



19,550,000



1,811,000



97.6
%

$
22.64King Street

GA


MOB



53,000



3/2/2010



10,775,000



1,293,000



100.0
%

$
24.40Deaconess Evansville Clinic Portfolio

IN


MOB



262,000



3/23/2010



45,257,000



3,772,000



100.0
%

$
14.40Sugar Land II Medical Office Building

TX


MOB



60,000



3/23/2010



12,400,000



1,689,000



100.0
%

$
28.15East Cooper Medical Center

SC


MOB



61,000



3/31/2010



9,925,000



1,508,000



87.5
%

$
24.72Pearland Medical Portfolio

TX


MOB



55,000



3/31/2010



10,476,000



1,001,000



98.8
%

$
18.20Hilton Head Medical Portfolio

SC


MOB



31,000



3/31/2010



10,710,000



910,000



100.0
%

$
30.33NIH @ Triad Technology Center

MD


MOB



101,000



3/31/2010



29,250,000



2,379,000



100.0
%

$
23.55Federal North Medical Office Building

PA


MOB



192,000



4/29/2010



40,472,000



4,394,000



99.2
%

$
22.89Balfour Concord Portfolio

TX


MOB



56,000



6/25/2010



13,500,000



1,164,000



100.0
%

$
20.79Cannon Park Place

SC


MOB



47,000



6/28/2010



10,446,000



962,000



100.0
%

$
20.477900 Fannin

TX


MOB



176,000



6/30/2010



38,100,000



5,033,000



99.5
%

$
28.60Overlook at Eagles Landing

GA


MOB



35,000



7/15/2010



8,140,000



673,000



88.6
%

$
19.23Sierra Vista Medical Office Building

CA


MOB



45,000



8/4/2010



10,950,000



908,000



84.9
%

$
20.18Orlando Medical Portfolio

FL


MOB



102,000



9/29/2010



18,300,000



1,437,000



86.1
%

$
14.09Santa Fe Medical Portfolio

NM


MOB



54,000



9/30/2010



15,792,000



1,236,000



100.0
%

$
22.89Rendina Medical Portfolio

AZ, FL, MO, NV, NY


MOB



306,000



9/30/2010



83,412,000



6,701,000



96.5
%

$
21.90Allegheny HQ Building

PA


OFF



229,000



10/29/2010



39,000,000



4,358,000



88.3
%

$
19.03Raleigh Medical Center

NC


MOB



89,000



11/12/2010



16,500,000



1,903,000



91.3
%

$
21.38Columbia Medical Portfolio

FL, NY


MOB



914,000



11/19/2010



187,464,000



13,590,000



96.9
%

$
14.87Florida Orthopedic ASC

FL


MOB



17,000



12/7/2010



5,875,000



500,000



100.0
%

$
29.41Select Medical LTACH

FL, GA, TX


HOSP



219,000



12/17/2010



102,045,000



8,425,000



100.0
%

$
38.47Phoenix MOB Portfolio

AZ


MOB



181,000



12/22/2010



35,809,000



4,648,000



94.6
%

$
25.68Medical Park of Cary

NC


MOB



152,000



12/30/2010



28,000,000



2,595,000



84.9
%

$
17.07Total/Weighted Average








10,919,000







2,214,224,000



202,749,000



91.1
%

$
18.57     (1)
    
    With respect to property type, MOB refers to Medical Office
    Building, HOSP refers to specialty inpatient facilities
    including specialty rehabilitation hospitals and long-term acute
    care hospitals, SEN refers to senior care facilities, and OFF
    refers to healthcare-related office buildings.(2)
    
    Annualized base rent is based on contractual base rent from
    leases in effect as of December 31, 2010.(3)
    
    Occupancy includes all leased space of the respective portfolio
    including master leases, as of December 31, 2010.(4)
    
    Average annualized base rent per occupied square foot as of
    December 31, 2010.(5)
    
    On December 31, 2010, we received notice from the lessee of
    four of the buildings within our Senior Care Portfolio 1
    portfolio that the lessee intended to exercise a purchase option
    within the lease. This option provides the lessee with the
    ability to purchase these buildings at the July 6, 2011
    expiration of the lease, provided that we were given timely
    notice and that a specified deposit was made, among other
    customary closing conditions. The lessee made the necessary
    deposit to evidence their intention to purchase these buildings,
    and we have thus classified these buildings as held for sale as
    of December 31, 2010 within our consolidated financial
    statements, as further discussed within Note 3, Real Estate
    Investments, Net, Assets Held for Sale, and Discontinued
    Operations, to our consolidated financial statements.     58




---



##### Table of Contents




    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, 39 years, and over
    the shorter of the lease term or useful lives of the tenant
    improvements.  Lease
    Expirations
    % of Leased


Annualized


% of TotalArea


Base


AnnualizedNumber of


Total Sq. Ft.


Represented


Rent Under


Base RentLeases


of Expiring


by Expiring


Expiring


Represented byYear Ending December 31(2)

Expiring


Leases


Leases


Leases


Expiring Leases(1)2011


233



684,610



6.9
%

$
14,854,000



7.2
%2012


255



803,245



8.1



15,815,000



7.72013


221



1,069,843



10.7



22,050,000



10.72014


153



846,730



8.5



14,952,000



7.22015


181



804,930



8.1



17,480,000



8.52016


102



827,561



8.3



15,424,000



7.52017


121



676,755



6.8



14,357,000



7.02018


77



580,918



5.8



10,974,000



5.32019


63



525,082



5.3



11,615,000



5.62020


77



368,204



3.7



7,740,000



3.8Thereafter


130



2,769,032



27.8



60,978,000



29.6Total


1,613



9,956,910



100
%

$
206,239,000



100
%     (1)
    
    The annualized rent percentage is based on the total annual
    contractual base rent as of December 31, 2010.(2)
    
    Leases scheduled to expire on December 31 of a given year are
    included within that year in the table. 59




---



##### Table of Contents



Geographic
    Diversification/Concentration Table
    Number of


GLA





2010 Annualized


% of 2010State

Buildings(1)


(Square Feet)


% of GLA


Base Rent(2)


Annualized Base RentArizona


36
(3)


1,225,000



11.2
%

$
23,857,000



11.7
%California


5



287,000



2.6



5,327,000



2.6Colorado


3



145,000



1.3



3,233,000



1.6Florida


20
(3)


940,000



8.6



17,844,000



8.8Georgia


12



615,000



5.7



12,145,000



6.0Indiana


44
(3)


1,220,000



11.2



17,235,000



8.5Kansas


1



63,000



0.6



1,552,000



0.8Maryland


2



164,000



1.5



3,433,000



1.7Minnesota


2



155,000



1.4



1,829,000



0.9Missouri


5



297,000



2.7



7,074,000



3.5North Carolina


10



241,000



2.2



4,498,000



2.2New Hampshire


1



70,000



0.6



1,186,000



0.6New Mexico


2



54,000



0.5



1,236,000



0.6Nevada


1



73,000



0.7



1,584,000



0.8New York


8



909,000



8.3



14,140,000



7.0Ohio


13



525,000



4.8



6,132,000



3.0Oklahoma


2



186,000



1.7



3,596,000



1.8Pennsylvania


4



530,000



4.9



11,604,000



5.7South Carolina


22
(3)


1,104,000



10.1



19,681,000



9.7Tennessee


9



321,000



2.9



5,669,000



2.8Texas


26
(3)


1,304,000



12.0



30,969,000



15.3Utah


1



112,000



1.0



2,023,000



1.0Virginia


3



64,000



0.6



596,000



0.3Wisconsin


6



315,000



2.9



6,306,000



3.1Total


238



10,919,000



100
%

$
202,749,000



100
%     (1)
    
    Represents the number of buildings acquired within each
    particular state as of December 31, 2010.(2)
    
    Annualized base rent is based on contractual base rent from
    leases in effect as of December 31, 2010.(3)
    
    As further discussed in Note 19, Concentration of Credit
    Risk, we had the greatest geographic concentration as of
    December 31, 2010 within the following states: Texas (16
    consolidated properties consisting of 26 total buildings,
    including 4 buildings classified as held for sale), Arizona
    (seven consolidated properties consisting of 36 total
    buildings), South Carolina (five consolidated properties
    consisting of 22 total buildings), Florida (10 consolidated
    properties consisting of 20 total buildings), and Indiana (seven
    consolidated properties consisting of 44 total buildings).  Indebtedness
    Item 3.
    Legal
    Proceedings.    Item 4.
    Reserved. 60




---



##### Table of Contents



PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities.  Market
    Information
    Form 10-K Form 10-K
  Stockholders
    Distributions
     61




---



##### Table of Contents



Three Months EndedDecember 31,


September 30,


June 30,


March 31,2010


2010


2010


2010Distributions paid in cash

$
17,306,000


$
15,666,000


$
14,366,000


$
12,838,000Distributions reinvested


15,995,000



14,490,000



13,544,000



12,522,000Total distributions

$
33,301,000


$
30,156,000


$
27,910,000


$
25,360,000Source of distributions:Cash flow from operations

$
8,880,000


$
17,847,000


$
19,230,000


$
12,546,000Debt financing


24,421,000



12,309,000



8,680,000



12,814,000Offering proceeds














Total sources

$
33,301,000


$
30,156,000


$
27,910,000


$
25,360,000   Three Months EndedDecember 31,


September 30,


June 30,


March 31,2009


2009


2009


2009Distributions paid in cash

$
12,006,000


$
11,024,000


$
9,156,000


$
7,313,000Distributions reinvested


11,894,000



10,884,000



8,848,000



6,934,000Total distributions

$
23,900,000


$
21,908,000


$
18,004,000


$
14,247,000Source of distributions:Cash flow from operations

$
5,033,000


$
1,718,000


$
8,355,000


$
5,895,000Offering proceeds


18,867,000



20,190,000



9,649,000



8,352,000Total sources

$
23,900,000


$
21,908,000


$
18,004,000


$
14,247,000        62




---



##### Table of Contents



Recent
    Sales of Unregistered Securities
      Use of
    Public Offering Proceeds
          Purchases
    of Equity Securities by the Issuer and Affiliated
    Purchasers
   63




---



##### Table of Contents



MaximumApproximateDollar ValueTotal Number of

of Shares that MayShares Purchased

Yet be Purchasedas Part of

Under theTotal Number of

Average Price

Publicly Announced

Plans orPeriod

Shares Purchased

Paid per Share

Plan or Program(1)

ProgramsOctober 1, 2010 to October 31, 2010


2,055,466


$
9.53



2,055,466



(2
)November 1, 2010 to November 30, 2010


93,648


$
9.36



93,648



(2
)December 1, 2010 to December 31, 2010


21,562


$
9.63



21,562



(2
)     (1)
    
    Our board of directors adopted a share repurchase plan effective
    September 20, 2006. Our board of directors adopted, and we
    publicly announced, an amended share repurchase plan effective
    August 25, 2008. On November 24, 2010, we amended and
    restated our share repurchase plan again effective
    January 1, 2011. From inception through December 31,
    2010, we had repurchased 7,288,019 shares of our common
    stock pursuant to our share repurchase plan. Our share
    repurchase plan does not have an expiration date but may be
    terminated at our board of directors discretion.(2)
    
    Repurchases under our share repurchase plan are subject to the
    discretion of our board of directors. The plan provides that
    repurchases are subject to funds being available and are limited
    in any calendar year to 5.0% of the weighted average number of
    shares of our common stock outstanding during the prior calendar
    year. The plan also provides that we will fund a maximum of
    $10 million of share repurchase requests per quarter,
    subject to available funding, and that funding for repurchases
    will come exclusively from and will be limited to proceeds we
    receive from the sale of shares under our DRIP during such
    quarter.  Item 6.
    Selected
    Financial Data.      December 31,

April 28, 20062010

2009

2008

2007

2006

(Date of Inception)BALANCE SHEET DATA:Total assets

$
2,271,795,000


$
1,673,535,000


$
1,113,923,000


$
431,612,000


$
385,000


$
202,000Mortgage loans payable, net

$
699,526,000


$
540,028,000


$
460,762,000


$
185,801,000


$



$
Stockholders equity (deficit)

$
1,487,246,000


$
1,071,317,000


$
599,320,000


$
175,590,000


$
(189,000
)

$
2,000   64




---



##### Table of Contents



Period fromApril 28, 2006(Date of Inception)Years Ended December 31,

through2010

2009

2008

2007

December 31, 2006STATEMENT OF OPERATIONS DATA:Total revenues (operating properties)

$
199,879,000


$
126,286,000


$
78,010,000


$
17,626,000


$
Net loss

$
(7,919,000
)

$
(24,773,000
)

$
(28,409,000
)

$
(7,674,000
)

$
(242,000
)Net loss attributable to controlling interest

$
(7,903,000
)

$
(25,077,000
)

$
(28,448,000
)

$
(7,666,000
)

$
(242,000
)Loss per share  basic and diluted(1):Net loss

$
(0.05
)

$
(0.22
)

$
(0.66
)

$
(0.77
)

$
(149.03
)Net loss attributable to controlling interest

$
(0.05
)

$
(0.22
)

$
(0.66
)

$
(0.77
)

$
(149.03
)STATEMENT OF CASH FLOWS DATA:Cash flows provided by operating activities

$
58,503,000


$
21,628,000


$
20,677,000


$
7,005,000


$
Cash flows used in investing activities

$
626,849,000


$
455,105,000


$
526,475,000


$
385,440,000


$
Cash flows provided by financing activities

$
378,615,000


$
524,147,000


$
628,662,000


$
383,700,000


$
202,000OTHER DATA:Distributions declared

$
120,507,000


$
82,221,000


$
31,180,000


$
7,250,000


$
Distributions declared per share

$
0.73


$
0.73


$
0.73


$
0.70


$
Distributions paid in cash

$
60,176,000


$
39,499,000


$
14,943,000


$
3,323,000


$
Distributions reinvested

$
56,551,000


$
38,559,000


$
13,099,000


$
2,673,000


$
Funds from operations(2)

$
69,449,000


$
28,314,000


$
8,745,000


$
2,124,000


$
(242,000
)Modified funds from operations(2)

$
89,166,000


$
48,029,000


$
8,757,000


$
2,124,000


$
(242,000
)Net operating income(3)

$
137,419,000


$
84,462,000


$
52,244,000


$
11,589,000


$
     (1)
    
    Net loss per share is based upon the weighted average number of
    shares of our common stock outstanding. Distributions by us of
    our current and accumulated earnings and profits for federal
    income tax purposes are taxable to stockholders as ordinary
    income. Distributions in excess of these earnings and profits
    generally are treated as a non-taxable reduction of the
    stockholders basis in the shares of our common stock to
    the extent thereof (a return of capital for tax purposes) and,
    thereafter, as taxable gain. These distributions in excess of
    earnings and profits will have the effect of deferring taxation
    of the distributions until the sale of the stockholders
    common stock.(2)
    
    For additional information on FFO and modified funds from
    operations, or MFFO, see Item 7. Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Funds from Operations and Modified Funds
    From Operations, which includes a reconciliation of our GAAP net
    loss to FFO and MFFO for the years ended December 31, 2010,
    2009 and 2008. Neither FFO nor MFFO should be considered as
    alternatives to net loss or other measurements under GAAP as
    indicators of our operating performance, nor should they be
    considered as alternatives to cash flow from operating
    activities or other measurements under GAAP as indicators of our
    liquidity.(3)
    
    For additional information on net operating income, see
    Item 7. Managements Discussion and Analysis of
    Financial Condition and Results of Operations  Net
    Operating Income, which includes a reconciliation of our GAAP
    net income(loss) to net operating income for the years ended
    December 31, 2010, 2009 and 2008. 65




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##### Table of Contents



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 Healthcare Trust of America, Inc. and
    its subsidiaries, including Healthcare Trust of America
    Holdings, LP, except where the context otherwise requires.
  Form 10-K.
  Forward-Looking
    Statements
    Overview
    and Background
  day-to-day
   66




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##### Table of Contents



Company
    Highlights
  Acquisitions
    and Portfolio Performance
  
    During the year ended December 31, 2010, we completed 24
    new portfolio acquisitions, expanded six of our existing
    portfolios through the purchase of additional medical office
    buildings within each, and purchased the remaining 20% interest
    we previously did not own in HTA-Duke Chesterfield Rehab, LLC,
    which owns the Chesterfield Rehabilitation Center for an
    aggregate purchase price of $806,048,000. These purchases
    consist of 58 buildings comprised of 3,514,000 GLA with an
    average occupancy of 96% as of December 31, 2010.
    Our asset management performance and acquisition performance has
    allowed us to realize an approximately 63% increase in our net
    operating income, or NOI, for the year ended December 31,
    2010 as compared to the year ended December 31, 2009 and an
    approximately 163% increase in NOI 67




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##### Table of Contents



as compared to the year ended December 31, 2008. NOI is a
    non-GAAP financial measure. For a reconciliation of NOI to net
    loss, see Net Operating Income.  
    Our total portfolio of properties maintained an average
    occupancy rate of approximately 91% (unaudited) as of
    December 31, 2010.  FFO
    and MFFO Performance
  
    For the year ended December 31, 2010, our funds from
    operations, or FFO, has increased by 145% to $69,449,000 from
    $28,314,000 for the year ended December 31, 2009, primarily
    as a result of our 24 portfolio acquisitions in 2010. FFO
    is a non-GAAP financial measure. For a reconciliation of FFO to
    net income (loss), see Funds from Operations and Modified
    Funds from Operations.
    For the year ended December 31, 2010, our modified funds
    from operations, or MFFO, was $89,166,000. MFFO is a non-GAAP
    financial measure. For a reconciliation of MFFO to net income
    (loss), see Funds from Operations and Modified Funds from
    Operations below.  Financing &
    Liquidity
  
    We increased our financial flexibility by closing on our
    $275,000,000 unsecured credit facility, which is expandable to
    $500,000,000, subject to syndication. We believe that, going
    forward, this greater flexibility will allow for enhanced
    ability to structure deals under beneficial terms to us, which
    in turn will allow for reductions to our overall cost of capital.
    We closed a senior secured real estate term loan in the amount
    of $125,500,000 on February 1, 2011. The primary purposes
    of this debt included paying off one of our 2010 maturities
    totaling $10,943,000 and refinancing a total of $89,969,000 of
    our 2010 and 2011 debt maturities. The interest rate associated
    with this loan, excluding the impact of interest rate swap
    instruments, is one-month LIBOR plus 2.35%, which currently
    equates to 2.61%. Including the impact of the interest rate swap
    discussed in Note 22, Subsequent Events, to our consolidated
    financial statements, the weighted average rate associated with
    this term loan is approximately 3.10%. This is lower than the
    weighted average rate of 4.18% (including the impact of interest
    rate swaps) we were previously paying on the refinanced debt.
    We secured approximately $79,125,000 in new long term financing
    on certain of our 2009 and 2010 acquisitions.
    We maintained a leverage ratio of our mortgage loans payable
    debt to total assets of 30.8%.  Self-Management
    Impact
  
    For the year ended December 31, 2010, we would have been
    required to pay acquisition, asset management and above market
    property management fees of approximately $44,351,000, to our
    former advisor if we were still subject to the advisory
    agreement under its original terms prior to the commencement of
    our transition to self-management.
    The cost of self-management, which includes costs related to
    management and employee salaries and share-based compensation
    and corporate office overhead, during the year ended
    December 31, 2010 was approximately $10,630,000. Therefore,
    we achieved a net cost savings of approximately $33,721,000
    ($44,351,000 fees saved minus $10,630,000) for the year ended
    December 31, 2010 resulting from our self-management cost
    structure. In addition and just as importantly, we eliminated
    internalization fees, established a management and employee team
    dedicated to our stockholders, and we put ourselves in a
    position to move our company forward to the next stage of our
    lifecycle.
    Consistent with our self-management model, we have implemented
    another upgrade to our asset management capabilities by
    implementing Resolve Technologys business intelligence
    solution. The new information technology integrates and
    consolidates our existing technology platforms and provides
    management with reports that enable real-time visibility into
    asset and portfolio performance. 68




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##### Table of Contents



Stockholder
    Value Enhancement
  
    During the year ended December 31, 2010, we engaged
    J.P. Morgan Securities, LLC, or JP Morgan, to act as our
    lead strategic advisor. JP Morgan is assisting our board and
    management team in exploring various actions to maximize
    stockholder value, including the assessment of various liquidity
    alternatives. As we have previously disclosed, we intend to
    effect a liquidity event by September 2013.
    On October 18, 2010 we entered into a Redemption,
    Termination, and Release Agreement, or the
    Redemption Agreement, with our former advisor to purchase
    the advisors limited partner interest, including all
    rights with respect to a subordinated distribution upon the
    occurrence of specified liquidity events and other rights that
    our former advisor held in our operating partnership. In
    addition, we have resolved all remaining issues with our former
    advisor. In connection with the execution of the
    Redemption Agreement, we made a one-time payment to our
    former advisor of $8,000,000.
    On December 20, 2010, our stockholders approved an
    amendment to our charter to provide for the reclassification and
    conversion of our common stock in the event our shares are
    listed on a national securities exchange to implement a
    phased-in liquidity program. We proposed these amendments and
    submitted them for approval by our stockholders to prepare our
    company in the event we pursue a Listing. To accomplish a
    phased-in liquidity program, it is necessary to reclassify and
    convert our common stock into shares of Class A common
    stock and Class B common stock immediately prior to a
    Listing. The shares of Class A common stock would
    immediately be listed on a national securities exchange. The
    shares of Class B common stock would not be listed. Rather,
    we believe those shares would convert into shares of
    Class A common stock and become listed in defined phases,
    over a defined period of time within 18 months of a
    Listing. The phased in liquidity program is intended to provide
    for our stock to be transitioned into the public market in a way
    that minimizes the stock-pricing instability that could result
    from concentrated sales of our stock.  Critical
    Accounting Policies
    Use of
    Estimates
    Revenue
    Recognition, Tenant Receivables and Allowance for Uncollectible
    Accounts
  Leases ASC 605-45, Revenue  Principal Agent Considerations
 69




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##### Table of Contents



Capitalization
    of Expenditures and Depreciation of Assets
    Investments
    in Real Estate and Real Estate Related Assets
    
    significant negative industry or economic trends;
    a significant underperformance relative to historical or
    projected future operating results; and
    a significant change in the manner in which the asset is used.  lease-up
  and/or
 70




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##### Table of Contents



Investment
    in Real Estate
    Held-for-Sale
  held-for-sale held-for-sale held-for-sale
  Purchase
    Price Allocation
  Business Combinations lease-up
       71




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##### Table of Contents



Qualification
    as a REIT
      Recently
    Issued Accounting Pronouncements
    Acquisitions
    Factors
    Which May Influence Results of Operations
    Rental
    Income
    Offering
    Proceeds
   72




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##### Table of Contents



Scheduled
    Lease Expirations
    Sarbanes-Oxley
    Act and Dodd-Frank Act
        Results
    of Operations
  Comparison
    of the Years Ended December 31, 2010, 2009, and
    2008
      Rental
    Income
   73




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##### Table of Contents



Rental
    Expenses
    Years Ended December 31,2010


2009


2008Real estate taxes

$
19,547,000


$
14,277,000


$
9,411,000Utilities


14,679,000



9,771,000



5,774,000Building maintenance


15,461,000



9,099,000



5,395,000Property management fees


2,786,000



3,026,000



2,350,000Administration


4,186,000



3,273,000



1,988,000Grounds maintenance


3,530,000



2,058,000



1,320,000Non-recoverable operating expenses


3,370,000



2,036,000



861,000Insurance


1,278,000



960,000



676,000Other


501,000



167,000



137,000Total rental expenses

$
65,338,000


$
44,667,000


$
27,912,000   General
    and Administrative Expenses
      
    An increase in the number of employees hired during the year
    ended December 31, 2010, commensurate with the completion
    of our successful transition to self-management and the
    increased size of our portfolio. As of December 31, 2010,
    we had approximately 50 employees, as compared to
    29 employees as of December 31, 2009. The associated
    increases in salaries expense, restricted stock compensation
    expense, and corporate office overhead in order to accommodate
    our growing workforce and increased level of activity accounted
    for $5,184,000 of the overall
    year-over-year
    general and administrative fluctuation.
    A net increase in investor services expense of $577,000 for the
    year ended December 31, 2010 as compared to the year ended
    December 1, 2009, which is the result of an increase in the
    number of our stockholders as well as our implementation of the
    latest state of the art investor services platform provided by
    DST Systems, Inc. in 2009. This upgrade was done in conjunction
    with our transition to self-management and provides our
    stockholders and their financial advisors with direct access to
    real-time information.    
    An increase in the number of employees hired for the transition
    to self-management during the year ended December 31, 2009.
    As of December 31, 2009, we had approximately
    29 employees, as compared to just one employee as of
    December 31, 2008. The related increases in salaries
    expense and 74




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##### Table of Contents



restricted stock compensation expense accounted for $4,525,000
    of the overall
    year-over-year
    general and administrative fluctuation.  
    An increase in professional and legal expenses of $1,174,000 due
    to higher outside consulting and legal costs incurred in
    conjunction with, among other things, our transition to
    self-management.
    An increase in investor services expense of $544,000 due to the
    increase in the number of our stockholders as well as one-time
    costs associated with the transition to DST Systems, Inc. as our
    transfer agent.
    An increase in corporate office overhead of $887,000 due
    primarily to the establishment of our corporate offices in
    Scottsdale, Arizona following our transition to self-management.  Asset
    Management Fees
      Acquisition-Related
    Expenses
    Depreciation
    and Amortization
    One-time
    Redemption, Termination, and Release Payment Made to Former
    Advisor
   75




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##### Table of Contents



Interest
    Expense and Gain (Loss) on Derivative Instruments
    Years Ended December 31,2010


2009


2008Interest expense on our mortgage loans payable

$
32,503,000


$
25,801,000


$
17,933,000Interest expense on our previous secured revolving credit
    facility(1)










1,266,000Amortization of deferred financing fees associated with our
    mortgage loans payable


1,693,000



1,504,000



914,000Amortization of deferred financing fees associated with our
    previous credit facility(1)


501,000



381,000



377,000Amortization of debt discount/premium


395,000



276,000



110,000Unused credit facility fees on our previous credit facility


244,000



150,000



108,000Interest expense on our unsecured note payable to affiliate










2,000Total interest expense


35,336,000



28,112,000



20,710,000Net (gain) loss on derivative financial instruments


(5,954,000
)


(5,279,000
)


12,436,000Total interest expense and (gain) loss on derivative financial
    instruments

$
29,382,000


$
22,833,000


$
33,146,000     (1)
    
    Pertains to the credit facility we had initially opened on
    September 10, 2007 (and modified on December 12,
    2007), which we voluntarily terminated during the year ended
    2010. As further discussed in Note 9, Revolving Credit
    Facility, we and our operating partnership entered into a credit
    agreement for a new, unsecured revolving credit facility on
    November 22, 2010.        Interest
    and Dividend Income
   76




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##### Table of Contents



Liquidity
    and Capital Resources
            Other
    Liquidity Needs
     77




---



##### Table of Contents



Cash
    Flows
       78




---



##### Table of Contents



Distributions
    Years Ended December 31,2010


2009


2008Ordinary income

$
47,041,000



40.3
%

$
2,836,000



3.6
%

$
5,879,000



21.0
%Capital gain






















Return of capital


69,686,000



59.7



75,223,000



96.4



22,163,000



79.0Total

$
116,727,000



100
%

$
78,059,000



100
%

$
28,042,000



100
%     Capital
    Resources
  Financing
      Mortgage
    Loans Payable, Net
    Revolving
    Credit Facility
   79




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##### Table of Contents



Senior
    Secured Real Estate Term Loan
    REIT
    Requirements
    Limitation
    on Total Operating Expenses
    Commitments
    and Contingencies
    Debt
    Service Requirements
     80




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##### Table of Contents



Contractual
    Obligations
    Payment Due by PeriodLess than 1 Year


1-3 Years


3-5 Years


More than 5 Years


TotalLong-term debtFixed rate(1)

$
7,662,000


$
70,399,000


$
121,620,000


$
271,134,000


$
470,815,000Variable rate(1)


214,913,000



1,840,000



8,990,000







225,743,000Interest(2)


31,359,000



50,365,000



40,541,000



30,501,000



152,766,000Credit facility borrowings(3)


7,000,000















7,000,000Ground lease and other operating lease obligations(4)


2,382,000



6,933,000



7,078,000



179,610,000



196,003,000Total

$
263,316,000


$
129,537,000


$
178,229,000


$
481,245,000


$
1,052,327,000     (1)
    
    Long-term debt obligations are related to our fixed rate and
    variable rate mortgage loans payable. Approximately $81,116,000
    of the variable debt due in less than one year was refinanced in
    February 2011 from the proceeds of our senior secured real
    estate term loan, as further discussed in Note 22,
    Subsequent Events.(2)
    
    Interest on variable rate debt is calculated using the rates in
    effect at December 31, 2010.(3)
    
    The $7,000,000 drawn on our unsecured revolving credit facility
    as of December 31, 2010 was repaid on January 31,
    2011, as further discussed in Note 22, Subsequent Events.(4)
    
    Operating lease obligations include our corporate office
    locations in Scottsdale, Arizona and Johns Island, South
    Carolina.    Off-Balance
    Sheet Arrangements
    Inflation
    Funds
    from Operations and Modified Funds from Operations
   81




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##### Table of Contents



Acquisition-related expenses:
  Transition charges:
   82




---



##### Table of Contents



Years Ended December 31,2010





2009





20082010


Per Share


2009


Per Share


2008


Per ShareNet loss

$
(7,919,000
)

$
(0.05
)

$
(24,773,000
)

$
(0.22
)

$
(28,409,000
)

$
(0.66
)Add:Depreciation and amortization  consolidated properties


78,561,000



0.47



53,595,000



0.47



37,398,000



0.87Less:Net (income) loss attributable to noncontrolling interest of
    limited partners


16,000







(304,000
)






(39,000
)


Depreciation and amortization related to noncontrolling interests


(1,209,000
)






(204,000
)






(205,000
)


FFO attributable to controlling interest

$
69,449,000






$
28,314,000






$
8,745,000FFO per share  basic and diluted

$
0.42


$
0.42


$
0.25


$
0.25


$
0.20


$
0.20Add:Acquisition-related expenses


11,317,000



0.07



15,997,000



0.14







Transition charges


8,400,000



0.05



3,718,000



0.03







MFFO attributable to controlling interest

$
89,166,000






$
48,029,000






$
8,745,000MFFO per share  basic and diluted

$
0.54


$
0.54


$
0.43


$
0.43


$
0.21


$
0.21Weighted average common shares outstanding  basic


165,952,860



165,952,860



112,819,638



112,819,638



42,844,603



42,844,603Weighted average common shares outstanding  diluted


165,952,860



165,952,860



112,819,638



112,819,638



42,844,603



42,844,603     Net
    Operating Income
   83




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##### Table of Contents



Years Ended December 31,2010


2009


2008Net loss

$
(7,919,000
)

$
(24,773,000
)

$
(28,409,000
)Add:General and administrative expense


18,753,000



12,285,000



3,261,000Asset management fees






3,783,000



6,177,000Acquisition-related expenses


11,317,000



15,997,000



122,000Depreciation and amortization


78,561,000



53,595,000



37,398,000Interest expense


29,541,000



23,824,000



34,164,000One-time redemption, termination, and release payment to former
    advisor


7,285,000







Less:Interest and dividend income


(119,000
)


(249,000
)


(469,000
)Net operating income

$
137,419,000


$
84,462,000


$
52,244,000   Subsequent
    Events
    Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk.       84




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##### Table of Contents



mark-to-market
      Expected Maturity Date2011


2012


2013


2014


2015


Thereafter


TotalFixed rate debt  principal payments

$
7,662,000


$
43,470,000


$
26,929,000


$
49,890,000


$
71,730,000


$
271,134,000


$
470,815,000Weighted average interest rate on maturing debt


5.88
%


6.48
%


5.76
%


6.40
%


5.37
%


5.81
%


5.75
%Variable rate debt  principal payments

$
214,913,000
(1)

$
913,000


$
927,000


$
193,000


$
8,797,000


$



$
225,743,000Weighted average interest rate on maturing debt (based on rates
    in effect as of December 31, 2010)


2.77
%


1.76
%


1.76
%


1.76
%


1.76
%


0.00
%


1.92
%     (1)
    
    Of the total amount of variable rate debt shown to be maturing
    within 2011, approximately $81,116,000 was refinanced using the
    proceeds of our new senior secured real estate term loan on
    February 1, 2011. See Note 22, Subsequent Events, for
    further information on this secured term loan.            Item 8.
    Financial
    Statements and Supplementary Data.    Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure.   85




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##### Table of Contents



Item 9A.
    Controls
    and Procedures.  Evaluation of disclosure controls and
    procedures.
  Rules 13a-15(e) 15d-15(e)
  Managements report on internal control over
    financial reporting. Rules 13a-15(f) 15d-15(f).
      Changes in internal control over financial
    reporting.
    Item 9B.
    Other
    Information.   86




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##### Table of Contents



PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance.    Name

Age

Position

Term of OfficeScott D. Peters


53


Chief Executive Officer, President and Chairman of the Board


Since 2006Kellie S. Pruitt


45


Chief Financial Officer, Secretary and Treasurer


Since 2009Mark D. Engstrom


51


Executive Vice President  Acquisitions


Since 2009W. Bradley Blair, II


67


Independent Director


Since 2006Maurice J. DeWald


70


Independent Director


Since 2006Warren D. Fix


72


Independent Director


Since 2006Larry L. Mathis


67


Independent Director


Since 2007Gary T. Wescombe


68


Independent Director


Since 2006     Scott D. Peters
  Kellie S. Pruitt
  Mark D. Engstrom
 87




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##### Table of Contents



W. Bradley Blair, II
  Maurice J. DeWald
  Warren D. Fix
 88




---



##### Table of Contents



Larry L. Mathis The Mathis Maxims, Lessons in Leadership.
  Gary T. Wescombe
  Board
    Experience
    
    Our Chairman, Mr. Peters, has over 20 years of
    experience in managing publicly traded real estate investment
    trusts and brings insight into all aspects of our business due
    to both his current role and his history with the company. His
    comprehensive experience and extensive knowledge and
    understanding of the healthcare and real estate industries has
    been instrumental in the creation, development and launching of
    our company, as well as our current investment strategy.
    Mr. Blair provides broad real estate and legal experience,
    having served a variety of companies in advisory, executive
    and/or
    director roles for over 35 years, including over
    10 years as CEO, president and Chairman of the board of
    directors of a publicly traded REIT. He also operates a
    consulting 89




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##### Table of Contents



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.  
    Mr. DeWald, based on his 30 year career with the
    international accounting and auditing firm of KPMG LLP, offers
    substantial expertise in accounting and finance. Mr. DeWald
    also has over 15 years of experience as a director of a
    number of companies in the healthcare, financial, banking and
    manufacturing sectors.
    Mr. Fix offers financial and management expertise, with
    particular industry knowledge in real estate, hospitality,
    agriculture 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.
    Mr. Mathis brings extensive experience in the healthcare
    industry, having held numerous leadership positions in
    organizations charged with planning and directing the future of
    healthcare delivery in the United States for over 35 years,
    including serving as Chairman of the National Advisory Council
    on Health Care Technology Assessment and as a member of the
    Medicare Prospective Payment Assessment Commission. He is the
    founding president and CEO of The Methodist Hospital System in
    Houston, Texas, and has served as an executive consultant in the
    healthcare sector for over ten years.
    Mr. Wescombe provides expertise in accounting, real estate
    investments and financing strategies, having served a number of
    companies in various executive
    and/or
    director roles for over 40 years in both the real estate
    and non-profit sectors, including almost 30 years as a
    partner with Ernst & Young, LLP. He currently manages
    and develops real estate operating properties as a principal of
    a real estate company.  Committees
    of Our Board of Directors
    Audit Committee.
  Compensation Committee.
  Nominating and Corporate Governance
    Committee.
 90




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##### Table of Contents



Investment Committee.
  Risk Management Committee.
  Amended
    and Restated 2006 Incentive Plan and Independent Directors
    Compensation Plan
      
    options to purchase shares of our common stock, which may be
    nonstatutory stock options or incentive stock options under the
    U.S. tax code;
    stock appreciation rights, which give the holder the right to
    receive the difference between the fair market value per share
    on the date of exercise over the grant price;
    performance awards, which are payable in cash or stock upon the
    attainment of specified performance goals;
    restricted stock, which is subject to restrictions on
    transferability and other restrictions set by the committee;
    restricted stock units, which give the holder the right to
    receive shares of our common stock, or the equivalent value in
    cash or other property, in the future;
    deferred stock units, which give the holder the right to receive
    shares of our common stock, or the equivalent value in cash or
    other property, at a future time;
    dividend equivalents, which entitle the participant to payments
    equal to any dividends paid on the shares of our common stock
    underlying an award; and/or
    other stock based awards in the discretion of the plan
    administrator, including unrestricted stock grants and units of
    our operating partnership.     91




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and/or
           92




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Code of
    Business Conduct and Ethics
  www.htareit.com
  Indemnification
    Agreements
    Section 16(a)
    Beneficial Ownership Reporting Compliance
    Item 11.
    Executive
    Compensation.  COMPENSATION
    DISCUSSION AND ANALYSIS
    
    Scott D. Peters, President, Chief Executive Officer and Chairman
    of the Board;
    Kellie S. Pruitt, Chief Financial Officer, Secretary and
    Treasurer; and
    Mark D. Engstrom, Executive Vice President 
    Acquisitions. 93




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##### Table of Contents



Compensation
    Philosophy and Objectives
        Ongoing
    Assessment of Compensation Program
      Our
    Business and 2010 Performance
    Equity Proceeds.
 94




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##### Table of Contents



Form 10-K,
  Acquisitions.
  Balance Sheet.
  Credit Transactions.
    Asset Management.
  Cost Savings.
  How We
    Determine our Compensation Arrangements
    
    the successful completion of the highlighted actions set forth
    in the section above entitled Our Business and 2010
    Performance; 95




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##### Table of Contents




    the successful completion of our transition to self-management
    and the continued growth and productivity of our organization as
    a self-managed entity;
    the commencement and success of our follow-on offering;
    the substantial level and quality of new acquisitions that we
    completed in the past year;
    our increasing coverage of distributions with cash flow from
    operations;
    the gross cost savings of $10.8 million in 2009 and
    $44.4 million in 2010 resulting from our self-management
    program;
    our completion of significant credit transactions;
    our overall financial strength and growth; and
    the anticipated added scope of work in 2011 and beyond as we
    explore strategic opportunities to benefit our stockholders.    HCP, Inc.

Nationwide Health Properties, Inc.Health Care REIT, Inc.

BioMed Realty Trust, Inc.Ventas, Inc.

Healthcare Realty Trust IncorporatedAlexandria Real Estate Equities, Inc.

Omega Healthcare Investors, Inc.Brandywine Realty Trust

Medical Properties Trust, Inc.     *
    
    Companies reviewed from the 2009 NAREIT Compensation Survey
    included healthcare REITs of all sectors with total
    capitalization within a range of $3 billion to
    $6 billion. Towers Watson selected the peer group companies
    based on financial scope ($1 billion to $12 billion in
    assets and median assets of $3.6 billion), business segment
    (healthcare-related and office REITs) and structure
    (self-managed and publicly traded). In its market assessment,
    Towers Watson analyzed median and 75th percentile pay levels.
    For market pay comparisons, Towers Watson considers executives
    to be paid competitively and within the range of
    competitive practice if their: (i) base salary is within
    +/−10% of the competitive pay standard; (ii) total
    cash compensation is within +/−15% of the competitive pay
    standard; and (iii) total direct compensation is within
    +/−20% of the competitive pay standard.  change-in-control
 96




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##### Table of Contents



Elements
    of our 2010 Compensation Program
    Base Salary.
  Annual Bonus.
    
    effectively leading the expansion of the company, including
    growing our portfolio through the acquisition of quality,
    performing assets;
    successfully negotiating substantial and creative value-added
    transaction terms and conditions;
    coordinating successful and competitive refinancing transactions
    during a time of significant dislocations in the credit markets;
    maintaining a strong and solid balance sheet;
    successfully launching our follow-on offering;
    recruiting and effectively supervising our employees;
    implementing effective risk management at all key levels of the
    company;
    establishing and enhancing our relationships with commercial and
    investment banks;
    maintaining and actively enhancing our stockholder
    first, performance-driven philosophy;
    effectively establishing our independent brand name as an asset
    to our company; and
    facilitating an open and effective dialogue with our board.   97




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Long-Term Equity Incentive
    Awards.
  Form 10-K.
      Employment Agreements.
 98




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##### Table of Contents



Form 10-K.
  Material
    Changes to Our Compensation Program
  Approval of Amended and Restated 2006 Incentive
    Plan.
  COMPENSATION
    COMMITTEE REPORT
    Form 10-K
  Form 10-K
  
  Summary
    Compensation Table
    99




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##### Table of Contents



Non-EquityIncentive Plan

All OtherName and Principal Position

Year

Salary ($)

Bonus ($)(4)

Stock Awards ($)(5)

Compensation ($)

Compensation ($)(7)

Total ($)Scott D. Peters


2010



655,208



1,500,000



1,100,000



325,000
(6)


217,045



3,797,253Chief Executive Officer,


2009



504,753



1,200,000



750,000



375,000
(6)


67,623



2,897,376President and Chairman of the Board (Principal Executive Officer)


2008



148,333
(3)


58,333



400,000







2,252



608,918Kellie S. Pruitt(1)


2010



207,937



225,000



500,000







40,594



973,531Chief Financial Officer, Secretary and Treasurer (Principal
    Financial Officer)


2009



168,942



125,000



250,000







3,022



546,964Mark D. Engstrom(2)


2010



275,000



275,000



500,000







41,877



1,091,877Executive Vice President  Acquisitions


2009



252,403



110,000



400,000







26,589



788,992     (1)
    
    Ms. Pruitt was appointed as Chief Accounting Officer in
    January 2009, as Treasurer in April 2009, as Secretary in July
    2009, and was promoted to Chief Financial Officer in May 2010.(2)
    
    Mr. Engstrom was appointed as Executive Vice
    President  Acquisitions in July, 2009.(3)
    
    Reflects (a) $90,000 received pursuant to
    Mr. Peters consulting arrangement with us from
    August 1, 2008, through October 31, 2008, and
    (b) $58,333 received as base salary pursuant to his 2008
    employment agreement with us from November 1, 2008, through
    December 31, 2008.(4)
    
    Reflects the annual cash bonuses earned by our named executive
    officers for the applicable year.(5)
    
    Reflects the aggregate grant date fair value of awards granted
    to the named executive officers in the reported year, determined
    in accordance with Financial Accounting Standards Board ASC
    Topic 718 Stock Compensation (ASC Topic 718). For
    information regarding the grant date fair value of awards of
    unrestricted stock, restricted stock and restricted stock units,
    see Note 14, Stockholders Equity, to our accompanying
    consolidated financial statements.(6)
    
    For 2010, reflects two restricted cash awards that
    Mr. Peters elected to receive in lieu of a grant of
    restricted shares. Under one award, $200,000 was fully-vested on
    the date of grant and $400,000 remains subject to vesting. Under
    the second award, $125,000 vested from a previous grant. For
    2009, reflects two restricted cash awards that
    Mr. Peters elected to receive in lieu of a grant of
    restricted shares. Under one award, $125,000 was fully-vested on
    the date of grant and $375,000 remains subject to vesting. Under
    the second award, $250,000 fully vested at issuance. See the
    Grants of Plan-Based Awards table and the narrative following
    the Grants of Plan-Based Awards table for additional information
    regarding this award.(7)
    
    Amounts in this column for 2010 include: (1) payments for
    100% of the premiums for health care coverage under our group
    health plan for each of the named executive officers in the
    following amounts: Mr. Peters, $15,338; Ms. Pruitt,
    $15,338; and Mr. Engstrom, $15,338; (2) distributions
    on stock awards in the following amounts: Mr. Peters,
    $187,284; Ms. Pruitt, $20,929; and Mr. Engstrom,
    $21,261; and (3) payment for unused earned vacation benefit
    in the following amounts: Mr. Peters, $14,423;
    Ms. Pruitt, $4,327; and Mr. Engstrom, $5,288. Amounts
    in this column for 2009 include: (1) payments for 100% of
    the premiums for health care coverage under our group health
    plan for each of the named executive officers in the following
    amounts: Mr. Peters, $4,935; Ms. Pruitt, $3,022; and
    Mr. Engstrom, $4,935; (2) distributions on stock
    awards of $62,688 for Mr. Peters; and (3) relocation
    expenses of $21,654 for Mr. Engstrom. Such amounts reflect
    the aggregate cost to us of providing the benefit.  Grants of
    Plan-Based Awards
   100




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##### Table of Contents



Grants of
    Plan-Based Awards Table in Fiscal Year 2010
  All Other StockEstimated Future Payouts under Non-Equity

Awards: Number of

Grant Date FairIncentive Plan Awards(1)

Shares of Stock or

Value of Stock andName

Grant Date

Threshold ($)

Target ($)

Maximum ($)

Units (#)

Option Awards ($)Mr. Peters


05/24/10







500,00007/01/10







600,00005/24/10















50,000(2
)


500,00007/01/10















60,000(3
)


600,000Ms. Pruitt


05/24/10















50,000(2
)


500,000Mr. Engstrom


05/24/10















50,000(2
)


500,000     (1)
    
    Reflects restricted cash awards. There is no threshold, target
    or maximum payable pursuant to this award; instead, the award
    vests based on Mr. Peters continued service with us.
    See the narrative following this table for additional
    information regarding the 2010 restricted cash award.(2)
    
    Reflects a grant of 50,000 restricted shares of our common stock.(3)
    
    Reflects a grant of 60,000 restricted shares of our common stock.  Material
    Terms of 2010 Compensation
    Term.
  Base Salary and Benefits.
  Equity Grants.
 101




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##### Table of Contents




    On July 1, 2010, Mr. Peters was entitled to receive a
    grant of 120,000 restricted shares of our common stock. Pursuant
    to the terms of his employment agreement, Mr. Peters
    elected to receive a restricted cash award in lieu of 60,000
    restricted shares. The restricted shares vest as follows: 20,000
    on July 1, 2010 (the date of grant); 20,000 on July 1,
    2011; and 20,000 on July 1, 2012, provided Mr. Peters
    is employed by us on each such vesting date.
    As described above, Mr. Peters elected to receive a
    restricted cash award in lieu of 60,000 restricted shares. The
    restricted cash award is equal to $600,000, the fair market
    value of the foregone restricted shares on the date of grant,
    and is subject to the same restrictions and vesting schedule as
    the foregone restricted shares. Accordingly, the restricted cash
    award vests as follows: $150,000 vested on July 1, 2010
    (the date of grant), $150,000 on July 1, 2011; $150,000 on
    July 1, 2012; and $150,000 on July 1, 2013, provided
    Mr. Peters is employed by us on each such vesting date.
    Pursuant to the terms of the restricted cash award, we will pay
    interest at the distribution rate paid by us on our shares of
    common stock (currently 7.25%) on such award.      Severance.
 102




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##### Table of Contents



Outstanding
    Equity Awards
    Outstanding
    Equity Awards at 2010 Fiscal Year-End
  Stock AwardsNumber of Shares or Units of

Market Value of Shares orStock That Have

Units of Stock That Have NotName

Not Vested (#)

Vested ($)(8)Mr. Peters


13,333(1
)


133,33325,000(2
)


250,00050,000(3
)


500,00040,000(4
)


400,000Ms. Pruitt


16,667(5
)


166,66750,000(6
)


500,000Mr. Engstrom


26,667(7
)


266,66750,000(6
)


500,000     (1)
    
    Reflects restricted shares of our common stock, which vest and
    become non-forfeitable on November 14, 2011, provided
    Mr. Peters is employed by us on such vesting date.(2)
    
    Reflects restricted shares of our common stock, which vest and
    become non-forfeitable in equal installments on each of
    July 1, 2011 and July 1, 2012, provided
    Mr. Peters is employed by us on each such vesting date.(3)
    
    Reflects restricted shares of our common stock, which vest and
    become non-forfeitable in equal installments on each of
    May 24, 2011, May 24, 2012 and May 24, 2013,
    provided Mr. Peters is employed by us on each such vesting
    date.(4)
    
    Reflects restricted shares of our common stock, which vest and
    become non-forfeitable in equal installments on each of
    July 1, 2011 and July 1, 2012, provided
    Mr. Peters is employed by us on each such vesting date.(5)
    
    Reflects restricted stock units, which vest in equal annual
    installments on each of July 30, 2011, and July 30,
    2012, provided Ms. Pruitt is employed by us on each such
    vesting date.(6)
    
    Reflects restricted shares of our common stock, which vest and
    become non-forfeitable on May 24, 2013, the third
    anniversary of the date of grant, provided the executive is
    employed by us on such vesting date.(7)
    
    Reflects restricted stock units, which vest in equal annual
    installments on each of August 31, 2011 and August 31,
    2012, provided Mr. Engstrom is employed by us on each such
    vesting date.(8)
    
    Calculated using the per share price of shares of our common
    stock as of the close of business on December 31, 2010,
    based upon the price per share offered in our initial and
    follow-on public offerings ($10). 103




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##### Table of Contents



Option
    Exercises and Stock Vested
    Stock
    Vested in Fiscal Year 2010
  Stock AwardsNumber of Shares

Value RealizedNamed Executive Officer

Acquired on Vesting (#)

on Vesting ($)Mr. Peters


13,333
(1)


133,33312,500
(2)


125,00020,000
(3)


200,000Ms. Pruitt


8,333
(4)


83,333Mr. Engstrom


13,333
(5)


133,333     (1)
    
    Reflects shares that vested pursuant to the terms of
    Mr. Peters restricted stock grant on
    November 14, 2008.(2)
    
    Reflects shares that vested pursuant to the terms of
    Mr. Peters restricted stock grant on July 1,
    2009.(3)
    
    Reflects shares that vested pursuant to the terms of
    Mr. Peters restricted stock grant on July 1,
    2010.(4)
    
    Reflects restricted stock units that vested and converted to
    shares of our common stock pursuant to the terms of
    Ms. Pruitts restricted stock unit grant on
    July 30, 2009.(5)
    
    Reflects restricted stock units that vested and converted to
    shares of our common stock pursuant to the terms of
    Mr. Engstroms restricted stock unit grant on
    August 31, 2009.  Potential
    Payments Upon Termination or Change in Control
  Summary of Potential Payments Upon Termination of
    Employment.
  Termination without Cause; Resignation for Good
    Reason.
  
    in the case of Mr. Peters, a lump sum severance payment
    equal to (a) the sum of (1) three times his
    then-current base salary plus (2) an amount equal to the
    average of the annual bonuses earned prior to the termination
    date, multiplied by (b) (1) if the date of termination
    occurs during the initial term, the greater of one, or the
    number of full calendar months remaining in the initial term,
    divided by 12, or (2) if the date of termination occurs
    during a renewal term after December 31, 2013, one;
    provided that in no event may the severance benefit be less than
    $3,000,000;
    in the case of Mr. Engstrom and Ms. Pruitt, a lump sum
    severance payment equal to two times his or her then-current
    base salary;
    continued health care coverage under COBRA for 18 months,
    in the case of Mr. Peters, or six months, in the case of
    Mr. Engstrom and Ms. Pruitt, with all premiums paid by
    us; and
    immediate vesting of Mr. Peters shares of restricted
    stock and restricted cash award(s) and Mr. Engstroms
    and Ms. Pruitts restricted stock units.   104




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Disability.
  Death; For Cause; Resignation without Good
    Reason.
  Non-Compete Agreement.
 105




---



##### Table of Contents



Termination for

Termination withoutCause or

Cause orResignation without

Resignation ForGood Reason ($)

Good Reason ($)

Death ($)

Disability ($)Mr. PetersCash Severance






10,800,000
(1)






Benefit Continuation(2)






24,173







24,173Value of Unvested Equity Awards(3)






1,283,333



1,283,333



1,283,333Value of Unvested Restricted Cash






1,150,000



1,150,000



1,150,000Awards(4)


TOTAL






13,257,506



2,433,333



2,457,506Ms. PruittCash Severance






450,000
(5)






Benefit Continuation(2)






8,058







8,058Value of Unvested Equity Awards(3)






666,667



666,667



666,667TOTAL






1,124,725



666,667



674,725Mr. EngstromCash Severance






550,000
(5)






Benefit Continuation(2)






8,058







8,058Value of Unvested Equity Awards(3)






766,667



766,667



766,667TOTAL






1,324,725



766,667



774,725     (1)
    
    Represents a lump sum cash severance payment calculated using
    the following formula (as discussed above): (a) the sum of
    (1) three times his then-current base salary plus
    (2) an amount equal to the average of the annual bonuses
    earned prior to the termination date, multiplied by (b)(1) if
    the date of termination occurs during the initial term, the
    greater of one, or the number of full calendar months remaining
    in the initial term, divided by 12, or (2) if the date of
    termination occurs during a renewal term after December 31,
    2013, one.(2)
    
    Represents company-paid COBRA for medical and dental coverage
    based on 2010 rates for 18 months, in the case of
    Mr. Peters, or six months, in the case of Mr. Engstrom
    and Ms. Pruitt.(3)
    
    Represents the value of unvested equity awards that vest upon
    the designated event. Pursuant to the 2006 Incentive Plan,
    equity awards vest upon the executives termination of
    service with us due to death or disability or upon the
    executives termination by us without Cause or the
    executives resignation for Good Reason. Awards of
    restricted stock and restricted stock units are valued as of
    year-end 2010 based upon the fair market value of our common
    stock on December 31, 2010, the last day in our 2010 fiscal
    year ($10).(4)
    
    Represents the value of Mr. Peters unvested
    restricted cash awards.(5)
    
    Represents a lump sum cash severance payment equal to two times
    the executives then-current base salary.  Summary of Potential Payments upon a Change in
    Control.
 106




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##### Table of Contents



Mr. PetersValue of Unvested Equity Awards(1)


1,283,333Value of Unvested Restricted Cash Awards(2)


1,150,000TOTAL


2,433,333Ms. PruittValue of Unvested Equity Awards(1)


666,667TOTAL


666,667Mr. EngstromValue of Unvested Equity Awards(1)


766,667TOTAL


766,667     (1)
    
    Represents the value of unvested awards of restricted stock and
    restricted stock units, as applicable, which are valued as of
    year-end 2010 based upon the fair market value of our common
    stock on December 31, 2010, the last day in our 2010 fiscal
    year ($10).(2)
    
    Represents the value of unvested restricted cash awards.    Director
    Compensation
  sub-plan
  Annual Retainer.
  Annual Retainer, Committee Chairman.
 107




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##### Table of Contents



Meeting Fees.
  Equity Compensation.
  Expense Reimbursement. out-of-pocket
      Director
    Compensation Table for 2010
  Fees Earned or

Stock Awards

TotalName

Paid in Cash ($)

($)(1)

($)W. Bradley Blair, II


133,000



75,000



208,000Maurice J. DeWald


128,000



75,000



203,000Warren D. Fix


126,000



75,000



201,000Larry L. Mathis


121,000



75,000



196,000Gary T. Wescombe


129,000



75,000



204,000     (1)
    
    Reflects the aggregate grant date fair value of restricted stock
    awards granted to the directors, determined in accordance with
    ASC Topic 718. For information regarding the grant date fair
    value of awards of restricted stock, see Note 14,
    Stockholders Equity, to our accompanying consolidated
    financial statements. On December 8, 2010, each of the
    independent directors received 7,500 shares of restricted
    stock. The aggregate number of shares of restricted common stock
    held by each independent director as of December 31, 2010
    is as follows: Mr. Blair, 22,500; Mr. DeWald, 22,500;
    Mr. Fix, 26,006; Mr. Mathis, 28,025; and
    Mr. Wescombe, 22,500.  COMPENSATION
    COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
  Regulation S-K.
 108




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##### Table of Contents



Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters.  PRINCIPAL
    STOCKHOLDERS
    Number of SharesName of Beneficial Owners(1)

Beneficially Owned

PercentageScott D. Peters


325,000



*Kellie Pruitt


136,343



*Mark D. Engstrom


140,481



*W. Bradley Blair, II


22,500



*Maurice J. DeWald


22,500



*Warren D. Fix


26,006



*Larry L. Mathis


28,025



*Gary T. Wescombe


22,500



*All directors and executive officers as a group (8 persons)


723,355



*     *
    
    Represents less than 1.0% of our outstanding common stock.  (1)
    
    The address of each beneficial owner listed is
    c/o Healthcare
    Trust of America, Inc., The Promenade, 16435 North Scottsdale
    Road, Suite 320, Scottsdale, Arizona 85254.  EQUITY
    COMPENSATION PLAN INFORMATION
    Number of Securities





Number ofto be Issued Upon


Weighted Average


SecuritiesExercise of


Exercise Price of


RemainingOutstanding Options,


Outstanding Options,


Available for FuturePlan Category

Warrants and Rights(2)


Warrants and Rights(3)


Issuance(4)Equity compensation plans approved by security holders(1)


43,334







1,387,500Equity compensation plans not approved by security holders










Total


43,334







1,387,500     (1)
    
    2006 Incentive Plan.(2)
    
    Includes shares issuable pursuant to conversion of restricted
    stock units. Does not include 364,333 outstanding restricted
    shares granted under the 2006 Incentive Plan.(3)
    
    Excludes restricted stock and restricted stock units that
    convert to shares of common stock for no consideration.(4)
    
    Includes approximately 1,387,500 shares that are available
    for issuance pursuant to grants of full-value stock awards, such
    as restricted stock and restricted stock units as of
    December 31, 2010. As discussed 109




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##### Table of Contents



above, on February 24, 2011, our board approved the Amended and
    Restated 2006 Incentive Plan, which increased the number of
    shares available for grant thereunder from 2,000,000 to
    10,000,000.  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence.  Fees and
    Expenses Paid to Affiliates
    Related
    Person Transactions
    
    We will not purchase or lease any asset (including any property)
    in which any of our directors or any of their affiliates has an
    interest without a determination by a majority of our directors,
    including a majority of the 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 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 any
    of their affiliates unless a majority of our directors,
    including a majority of the independent directors, not otherwise
    interested in the transaction determine 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 any of
    their affiliates. In addition, any loans made to us by our
    directors or any of their affiliates must be approved by a
    majority of our directors, including a majority of the
    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 the independent directors,
    not otherwise interested in the transaction determine the
    transaction is fair and reasonable to us and on substantially
    the same terms and conditions as those received by other joint
    ventures.   110




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##### Table of Contents



Director
    Independence
      Item 14.
    Principal
    Accounting Fees and Services.      Services

2010


2009Audit Fees(1)

$
1,496,000


$
1,221,000Audit related fees(2)






Tax fees(3)


284,000



77,000All other fees






Total

$
1,580,000


$
1,298,000     (1)
    
    Audit fees billed in 2010 and 2009 consisted of the audit of our
    annual consolidated financial statements, a review of our
    quarterly consolidated financial statements, and statutory and
    regulatory audits, consents and other services related to
    filings with the SEC, including filings related to our offering.(2)
    
    Audit related fees consist of financial accounting and reporting
    consultations.(3)
    
    Tax services consist of tax compliance and tax planning and
    advice.   111




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##### Table of Contents



PART IV  Item 15.
    Exhibits,
    Financial Statement Schedules.  Financial Statements:
  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
  PageReport of Independent Registered Public
    Accounting Firm


113Consolidated Balance Sheets as of
    December 31, 2010 and 2009


114Consolidated Statements of Operations for the
    Years Ended December 31, 2010, 2009, and 2008


115Consolidated Statements of Stockholders
    Equity for the Years Ended December 31, 2010, 2009 and
    2008


116Consolidated Statements of Cash Flows for the
    Years Ended December 31, 2010, 2009 and 2008


117Notes to Consolidated Financial Statements


118   Financial Statement Schedules:
    PageValuation and Qualifying Accounts (Schedule II)


167Real Estate Investments and Accumulated Depreciation
    (Schedule III)


168Mortgage loans on Real Estate (Schedule IV)


172   Exhibits:
    Exhibits
    Financial Statement Schedule
    112




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM              Deloitte &
    Touche LLP
    113




---



##### Table of Contents



Healthcare
    Trust of America, Inc.
 CONSOLIDATED
    BALANCE SHEETS  As of
    December 31, 2010 and 2009
  December 31,2010


2009ASSETSReal estate investments, net:Operating properties, net

$
1,772,923,000


$
1,149,789,000Properties classified as held for sale, net


24,540,000



Total real estate investments, net


1,797,463,000



1,149,789,000Real estate notes receivable, net


57,091,000



54,763,000Cash and cash equivalents


29,270,000



219,001,000Accounts and other receivables, net


16,385,000



10,820,000Restricted cash and escrow deposits


26,679,000



14,065,000Identified intangible assets, net


300,587,000



203,222,000Non-real estate assets of properties held for sale


3,768,000



Other assets, net


40,552,000



21,875,000Total assets

$
2,271,795,000


$
1,673,535,000LIABILITIES AND EQUITYLiabilities:Mortgage loans payable, net

$
699,526,000


$
540,028,000Outstanding balance on unsecured revolving credit facility


7,000,000



Accounts payable and accrued liabilities


43,033,000



30,471,000Accounts payable due to former affiliates, net






4,776,000Derivative financial instruments  interest rate swaps


1,527,000



8,625,000Security deposits, prepaid rent and other liabilities


16,168,000



7,815,000Identified intangible liabilities, net


13,059,000



6,954,000Liabilities of properties held for sale


369,000



Total liabilities


780,682,000



598,669,000Commitments and contingencies (Note 11)Redeemable noncontrolling interest of limited partners
    (Note 13)


3,867,000



3,549,000Equity:Stockholders 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; 202,643,705 and 140,590,686 shares issued and
    outstanding as of December 31, 2010 and 2009, respectively


2,026,000



1,405,000Additional paid-in capital


1,795,413,000



1,251,996,000Accumulated deficit


(310,193,000
)


(182,084,000
)Total stockholders equity


1,487,246,000



1,071,317,000Total liabilities and equity

$
2,271,795,000


$
1,673,535,000    114




---



##### Table of Contents



Healthcare
    Trust of America, Inc.CONSOLIDATED STATEMENTS OF OPERATIONS  
    For the Years Ended December 31, 2010, 2009 and
    2008
  Years Ended December 31,2010


2009


2008Revenues:Rental income

$
192,294,000


$
123,133,000


$
78,007,000Interest income from mortgage notes receivable and other income


7,585,000



3,153,000



3,000Total revenues


199,879,000



126,286,000



78,010,000Expenses:Rental expenses


65,338,000



44,667,000



27,912,000General and administrative expenses


18,753,000



12,285,000



3,261,000Asset management fees to former advisor (Note 12)






3,783,000



6,177,000Acquisition-related expenses


11,317,000



15,997,000



122,000Depreciation and amortization


77,338,000



52,372,000



36,482,000Redemption, termination, and release payment to former advisor
    (Note 12)


7,285,000







Total expenses


180,031,000



129,104,000



73,954,000Income (loss) before other income (expense)


19,848,000



(2,818,000
)


4,056,000Other income (expense):Interest expense (including amortization of deferred financing
    costs and debt discount):Interest expense related to unsecured notes payable to affiliate










(2,000
)Interest expense related to mortgage loans payable, credit
    facility, and derivative financial instruments


(35,336,000
)


(28,112,000
)


(20,708,000
)Net gain (loss) on derivative financial instruments


5,954,000



5,279,000



(12,436,000
)Interest and dividend income


119,000



249,000



469,000Loss from continuing operations

$
(9,415,000
)

$
(25,402,000
)

$
(28,621,000
)Discontinued operations:Income from discontinued operations


1,496,000



629,000



212,000Net loss

$
(7,919,000
)

$
(24,773,000
)

$
(28,409,000
)Less: Net (income) loss attributable to noncontrolling interest
    of limited partners


16,000



(304,000
)


(39,000
)Net loss attributable to controlling interest

$
(7,903,000
)

$
(25,077,000
)

$
(28,448,000
)Net income (loss) per share attributable to controlling
    interest on distributed and undistributed earnings 
    basic and diluted:Continuing operations

$
(0.06
)

$
(0.23
)

$
(0.67
)Discontinued operations

$
0.01


$
0.01


$
0.01Net loss per share attributable to controlling interest

$
(0.05
)

$
(0.22
)

$
(0.66
)Weighted average number of shares outstandingBasic


165,952,860



112,819,638



42,844,603Diluted


165,952,860



112,819,638



42,844,603    115




---



##### Table of Contents



Healthcare
    Trust of America, Inc.
 CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY  For the
    Years Ended December 31, 2010, 2009 and 2008
  Common Stock











TotalNumber of





Additional


Preferred


Accumulated


StockholdersShares


Amount


Paid-In Capital


Stock


Deficit


EquityBALANCE  December 31, 2007


21,449,451



214,000



190,534,000







(15,158,000
)


175,590,000Issuance of common stock


52,694,439



528,000



525,824,000











526,352,000Offering costs










(55,146,000
)










(55,146,000
)Issuance of restricted common stock


52,500



















Amortization of share-based compensation










130,000











130,000Issuance of common stock under the DRIP


1,378,795



14,000



13,085,000











13,099,000Repurchase of common stock


(109,748
)


(1,000
)


(1,076,000
)










(1,077,000
)Distributions


















(31,180,000
)


(31,180,000
)Net loss attributable to controlling interest


















(28,448,000
)


(28,448,000
)BALANCE  December 31, 2008


75,465,437


$
755,000


$
673,351,000






$
(74,786,000
)

$
599,320,000Issuance of common stock


62,696,254



627,000



622,025,000











622,652,000Offering costs










(64,793,000
)










(64,793,000
)Issuance of restricted common stock


100,000



















Amortization of share-based compensation










816,000











816,000Issuance of common stock under the DRIP


4,059,006



40,000



38,519,000











38,559,000Repurchase of common stock


(1,730,011
)


(17,000
)


(16,249,000
)










(16,266,000
)Distributions


















(82,221,000
)


(82,221,000
)Adjustment to redeemable noncontrolling interests










(1,673,000
)










(1,673,000
)Net loss attributable to controlling interest


















(25,077,000
)


(25,077,000
)BALANCE  December 31, 2009


140,590,686


$
1,405,000


$
1,251,996,000






$
(182,084,000
)

$
1,071,317,000Issuance of common stock


61,191,096



615,000



594,062,000











594,677,000Offering costs










(56,621,000
)










(56,621,000
)Issuance of restricted common stock


357,500



















Amortization of share-based compensation










1,313,000











1,313,000Issuance of common stock under the DRIP


5,952,683



60,000



56,491,000











56,551,000Repurchase of common stock


(5,448,260
)


(54,000
)


(51,802,000
)










(51,856,000
)Distributions


















(120,507,000
)


(120,507,000
)Adjustment to redeemable noncontrolling interests










(26,000
)






301,000



275,000Net loss attributable to controlling interest


















(7,903,000
)


(7,903,000
)BALANCE  December 31, 2010


202,643,705


$
2,026,000


$
1,795,413,000






$
(310,193,000
)

$
1,487,246,000    116




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##### Table of Contents



Healthcare
    Trust of America, Inc.CONSOLIDATED STATEMENTS OF CASH FLOWS  
    For the Years Ended December 31, 2010, 2009 and
    2008
  Years Ended December 31,2010


2009


2008CASH FLOWS FROM OPERATING ACTIVITIESNet loss

$
(7,919,000
)

$
(24,773,000
)

$
(28,409,000
)Adjustments to reconcile net loss to net cash provided by
    operating activities:Depreciation and amortization (including deferred financing
    costs, above/below market leases, debt discount, leasehold
    interests, deferred rent receivable, note receivable closing
    costs and discount, and lease inducements)  operating
    properties and held for sale properties


72,678,000



48,808,000



35,617,000Share-based compensation, net of forfeitures


1,313,000



816,000



130,000Loss on property insurance settlements






6,000



90,000Bad debt expense


1,022,000



965,000



442,000Change in fair value of derivative financial instruments


(6,095,000
)


(5,523,000
)


12,822,000Changes in operating assets and liabilities:Accounts and other receivables, net


(7,102,000
)


(5,167,000
)


(4,261,000
)Other assets


(3,207,000
)


(3,332,000
)


(1,076,000
)Accounts payable and accrued liabilities


7,815,000



4,856,000



5,578,000Accounts payable due to former affiliates, net


(4,776,000
)


3,631,000



(176,000
)Security deposits, prepaid rent and other liabilities


4,774,000



1,341,000



(80,000
)Net cash provided by operating activities


58,503,000



21,628,000



20,677,000CASH FLOWS FROM INVESTING ACTIVITIESAcquisition of real estate operating properties


(597,097,000
)


(402,268,000
)


(503,638,000
)Acquisition of real estate notes receivable and related options






(37,135,000
)


(15,000,000
)Acquisition costs related to real estate notes receivable






(555,000
)


(338,000
)Capital expenditures


(14,888,000
)


(9,060,000
)


(4,478,000
)Restricted cash and escrow deposits


(12,614,000
)


(6,318,000
)


(3,142,000
)Real estate deposits


(2,250,000
)


(250,000
)


Proceeds from insurance settlement






481,000



121,000Net cash used in investing activities


(626,849,000
)


(455,105,000
)


(526,475,000
)CASH FLOWS FROM FINANCING ACTIVITIESBorrowings on mortgage loans payable


79,125,000



37,696,000



227,695,000Purchase of noncontrolling interest


(4,097,000
)






Borrowings on unsecured notes payable to affiliate










6,000,000(Payments) borrowings under the previous secured revolving
    credit facility with LaSalle Bank and KeyBank, net










(51,801,000
)(Payments) borrowings under the unsecured revolving credit
    facility with JPMorgan Chase Bank, NA, net


7,000,000







Payments on mortgage loans payable and demand note


(123,117,000
)


(11,671,000
)


(1,832,000
)Payments on unsecured notes payable to affiliate










(6,000,000
)Derivative financial instrument termination payments


(793,000
)






Proceeds from issuance of common stock


594,677,000



622,652,000



528,816,000Deferred financing costs


(7,507,000
)


(792,000
)


(3,688,000
)Security deposits


2,144,000



767,000



127,000Repurchase of common stock


(51,856,000
)


(16,266,000
)


(1,077,000
)Payment of offering costs


(56,621,000
)


(68,360,000
)


(54,339,000
)Distributions


(60,176,000
)


(39,500,000
)


(14,943,000
)Distributions to noncontrolling interest of limited partners


(164,000
)


(379,000
)


(296,000
)Net cash provided by financing activities


378,615,000



524,147,000



628,662,000NET CHANGE IN CASH AND CASH EQUIVALENTS


(189,731,000
)


90,670,000



122,864,000CASH AND CASH EQUIVALENTS  Beginning of period


219,001,000



128,331,000



5,467,000CASH AND CASH EQUIVALENTS  End of period

$
29,270,000


$
219,001,000


$
128,331,000SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Cash paid for:Interest

$
30,438,000


$
27,623,000


$
19,323,000Income taxes

$
345,000


$
337,000


$
45,000SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES:Investing Activities:Accrued capital expenditures

$
2,768,000


$
1,783,000


$
2,112,000The following represents the significant increase in certain
    assets & liabilities in connection with our
    acquisitions of real estate investments & notes
    receivable:Mortgage loan payable, net

$
190,294,000


$
52,965,000


$
48,989,000Security deposits, prepaid rent, and other liabilities

$
14,552,000


$



$
Issuance of operating partnership units in connection with
    Fannin acquisition

$
1,557,000


$



$
Financing Activities:Issuance of common stock under the DRIP

$
56,551,000


$
38,559,000


$
13,099,000Distributions declared but not paid including stock issued under
    the DRIP

$
12,317,000


$
8,555,000


$
4,393,000Accrued offering costs to former affiliate

$



$



$
1,918,000Adjustment to redeemable noncontrolling interests

$
(275,000
)

$
1,673,000


$
883,000    117




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##### Table of Contents



Healthcare
    Trust of America, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 For the
    Years Ended December 31, 2010, 2009, and 2008
  The use of the words we, us or
    our refers to Healthcare Trust of America, Inc. and
    its subsidiaries, including Healthcare Trust of America
    Holdings, LP, except where the context otherwise requires.
  1.
    Organization
    and Description of Business    day-to-day
         118




---



##### Table of Contents



Healthcare
    Trust of America, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2.
    Summary
    of Significant Accounting Policies    Basis
    of Presentation
  Consolidation
    Use of
    Estimates
   119




---



##### Table of Contents



Healthcare
    Trust of America, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Cash
    and Cash Equivalents
    Restricted
    Cash
    Revenue
    Recognition, Tenant Receivables and Allowance for Uncollectible
    Accounts
  Leases ASC 605-45, Revenue  Principal Agent Considerations
    Purchase
    Price Allocation
  Business Combinations lease-up
   120




---



##### Table of Contents



Healthcare
    Trust of America, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Business Combinations
  Real
    Estate Investments, Net
    Investment
    in Real Estate
    Held-for-Sale
  held-for-sale held-for-sale
 121




---



##### Table of Contents



Healthcare
    Trust of America, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  held-for-sale
  Recoverability
    of Real Estate Investments
  lease-up
  Real
    Estate Notes Receivable, Net
    Derivative
    Financial Instruments
    Derivatives and Hedging,
  Fair
    Value Measurements
  Fair Value Measurements and Disclosures,
 122




---



##### Table of Contents



Healthcare
    Trust of America, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Other
    Assets, Net
    Stock
    Compensation
  Compensation  Stock
    Compensation sub-plan
  Redeemable
    Noncontrolling Interests
  Presentation in the Financial Statements of Redeemable
    Preferred Stock No. 2009-4, Accounting for Redeemable Equity Instruments
  Income
    Taxes
      ASC 740-10, ASC 740-10,
 123




---



##### Table of Contents



Healthcare
    Trust of America, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Segment
    Disclosure
  Segment Reporting
  Recently
    Issued Accounting Pronouncements
    Consolidation
    Pronouncements
  Amendments to FASB Interpretation
    No. 46(R) ASC 810-10, Consolidation  Overall ASC 810-10,
  Fair
    Value Pronouncements
  2009-12, Fair Value Measurements and Disclosures: Investments in
    Certain Entities that Calculate Net Asset Value per Share (or
    its Equivalent) 2009-12, FAS 157-g) 2009-12
  2010-06, Fair Value Measurements and Disclosures (Topic 820) 2010-06, 820-10 2010-06 2010-06 2010-06 2010-06
 124




---



##### Table of Contents



Healthcare
    Trust of America, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2010-06 2010-06
  Equity
    Pronouncements
  2010-01, Accounting for Distributions to Shareholders with Components
    of Stock and Cash 2010-01, 2010-01 2010-01 2010-01
  Credit
    Risk Pronouncements
  2010-20, Disclosures about the Credit Quality of Financing Receivables
    and the Allowance for Credit Losses 2010-20, 2010-20
  Other
    Pronouncements
  Subsequent Events ASC 855-10, Subsequent Events  Overall ASC 855-10, ASC 855-10 2010-09, Subsequent Event Amendments to
    Certain Recognition and Disclosure Requirements 2010-09 2010-09
 125




---



##### Table of Contents



Healthcare
    Trust of America, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2010-09
  2010-29, Disclosure of Supplementary Pro Forma Information for
    Business Combinations Business
  3.
    Real
    Estate Investments, Net, Assets Held for Sale, and Discontinued
    Operations  Investment
    in Operating Properties
    December 31,2010


2009Land

$
164,821,000


$
122,972,000Building and improvements


1,711,054,000



1,083,496,000Furniture and equipment


10,000



10,0001,875,885,000



1,206,478,000Less: accumulated depreciation


(102,962,000
)


(56,689,000
)Total

$
1,772,923,000


$
1,149,789,000     Assets
    Held for Sale and Discontinued Operations
  ASC 360-10-45-9, Property, Plant, and Equipment 
    Overall  Other Presentation Matters  Long
    Lived Assets Classified as Held for
 126




---



##### Table of Contents



Healthcare
    Trust of America, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Assets: Real Estate Investments, net
  2010Land

$
2,302,000Building and improvements, net of accumulated depreciation of
    $2,161,000 as of December 31, 2010


22,238,000Total real estate investments of properties held for sale,
    net

$
24,540,000     Assets: Identified Intangible Assets, net
  2010In place leases, net of accumulated amortization of $824,000 as
    of December 31, 2010

$
1,648,000Tenant relationships, net of accumulated amortization of
    $376,000 as of December 31, 2010


2,120,000Total assets of properties held for sale, net

$
3,768,000     Liabilities: Identified Intangible Liabilities, net
  2010Below market leases, net of accumulated amortization of $184,000
    as of December 31, 2010

$
369,000Total liabilities of properties held for sale, net

$
369,000     ASC 205-20, Presentation of Financial Statements  Discontinued
    Operations,
 127




---



##### Table of Contents



Healthcare
    Trust of America, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Years Ended December 31,2010


2009


2008Revenues:Rental income

$
3,202,000


$
3,200,000


$
2,408,000Expenses:Rental expenses


324,000



357,000



262,000Depreciation and amortization


1,223,000



1,223,000



916,000Total expenses


1,547,000



1,580,000



1,178,000Income before other income (expense)

$
1,655,000


$
1,620,000


$
1,230,000Other income (expense):Interest expense:Interest expense related to mortgage loan payables and credit
    facility


(300,000
)


(1,235,000
)


(633,000
)Gain (loss) on derivative financial instruments


141,000



244,000



(385,000
)Income from discontinued operations

$
1,496,000


$
629,000


$
212,000Income from discontinued operations per common
    share  basic and diluted

$
0.01


$
0.01


$
0.01Weighted average number of shares outstandingBasic


165,952,860



112,819,638



42,844,603Diluted


165,952,860



112,819,638



42,844,603   Property
    Acquisitions in 2010
    MortgageDate


Ownership



Purchase


LoansProperty

Property Location

Acquired


Percentage



Price


Payable(1)Camp Creek

Atlanta, GA


3/02/10



100

%

$
19,550,000


$
King Street

Jacksonville, FL


3/09/10



100




10,775,000



6,602,000Sugarland

Houston, TX


3/23/10



100




12,400,000



Deaconess

Evansville, IN


3/23/10



100




45,257,000



21,250,000Chesterfield Rehabilitation Center(2)

Chesterfield, MO


3/24/10



100




3,900,000



Pearland  Cullen

Pearland, TX


3/31/10



100




6,775,000



Hilton Head  Heritage

Hilton Head, SC


3/31/10



100




8,058,000



Triad Technology Center

Baltimore, MD


3/31/10



100




29,250,000



12,000,000Mt. Pleasant (E. Cooper)

Mount Pleasant, SC


3/31/10



100




9,925,000



Federal North

Pittsburgh, PA


4/29/10



100




40,472,000



Balfour Concord Portfolio

Lewisville, TX


6/25/10



100




4,800,000



 128




---



##### Table of Contents



Healthcare
    Trust of America, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  MortgageDate


Ownership



Purchase


LoansProperty

Property Location

Acquired


Percentage



Price


Payable(1)Cannon Park Place

Charleston, SC


6/28/10



100




10,446,000



7900 Fannin(3)

Houston, TX


6/30/10



84




38,100,000



22,687,000Balfour Concord Portfolio(4)

Denton, TX


6/30/10



100




8,700,000



4,657,000Pearland  Broadway(4)

Pearland, TX


6/30/10



100




3,701,000



2,381,000Overlook

Stockbridge, GA


7/15/10



100




8,140,000



5,440,000Sierra Vista

San Luis Obispo, CA


8/04/10



100




10,950,000



Hilton Head  Moss Creek(4)

Hilton Head, SC


8/12/10



100




2,652,000



Orlando Portfolio

Orlando & Oviedo, FL


9/29/10



100




18,300,000



Santa Fe Portfolio  Building 440

Santa Fe, NM


9/30/10



100




9,560,000



Rendina Portfolio  San Martin and St. Francis

Las Vegas, NV and


9/30/10



100




40,204,000



Poughkeepsie, NYAllegheny Admin Headquarters

Pittsburgh, PA


10/29/10



100




39,000,000



Rendina Portfolio  Des Peres(4)

St. Louis, MO


11/12/10



100




14,034,000



Raleigh Medical Center

Raleigh, NC


11/12/10



100




16,500,000



Columbia Portfolio  Washington Medical Arts
    I & II

Albany, NY


11/19/10



100




23,533,000



Columbia  1092 Madison & Patroon Creek(4)

Albany, NY


11/22/10



100




36,254,000



26,057,000Columbia Portfolio  Capital Region Health
    Park &

Latham, NY andFL Orthopaedic(4)

Temple Terrace, FL


11/23/10



100




63,254,000



29,432,000Rendina Portfolio  Gateway(4)

Tucson, AZ


12/07/10



100




16,349,000



10,613,000Florida Orthopaedic ASC

Temple Terrace, FL


12/08/10



100




5,875,000



Select Medical LTACH Portfolio

Orlando and


12/17/10



100




102,045,000



Tallahassee, FL, Augusta, GA, and Dallas, TXSanta Fe Portfolio  Building 1640(4)

Santa Fe, NM


12/22/10



100




6,232,000



3,555,000Phoenix Portfolio  Estrella & MOB IV

Phoenix, AZ


12/22/10



100




35,809,000



25,050,000Rendina Portfolio  Wellington(4)

Wellington, FL


12/23/10



100




12,825,000



8,303,000Columbia Portfolio  Putnam(4)

Carmel, NY


12/29/10



100




28,216,000



19,329,000Columbia Portfolio  CDPHP Corporate Headquarters(4)

Albany, NY


12/30/10



100




36,207,000



21,182,000Medical Park of Cary

Cary, NC


12/30/10



100




28,000,000



$
806,048,000


$
218,538,000     (1)
    
    Represents the amount of the mortgage loan payable assumed or
    newly placed on the property in connection with the acquisition
    or secured by the property subsequent to acquisition.(2)
    
    Represents our purchase of the remaining 20% interest we
    previously did not own in the JV Company that owns Chesterfield
    Rehabilitation Center. See Note 13, Redeemable
    Noncontrolling Interest of Limited Partners, and Note 16,
    Business Combinations, for further information regarding this
    purchase.(3)
    
    Represents our purchase of the majority interest in the Fannin
    partnership, which owns the 7900 Fannin medical office building,
    the value of which is approximately $38,100,000. We acquired
    both the general partner interest and the majority of the
    limited partner interests in the Fannin partnership. The
    transaction provided the original physician investors with the
    right to remain in the Fannin partnership, to receive limited
    partnership units in our operating partnership, and/or receive
    cash. Ten investors elected to remain in the Fannin partnership,
    which represents a 16% noncontrolling interest in the property.(4)
    
    Represent purchases of additional medical office buildings
    during the year ended December 31, 2010 that are within
    portfolios we had previously acquired.  Property
    Acquisitions in 2009
   129




---



##### Table of Contents



Healthcare
    Trust of America, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Mortgage


Fee to our FormerDate


Ownership



Purchase


Loan


Advisor and itsProperty

Property Location

Acquired


Percentage



Price


Payables(1)


its AffiliateLima Medical Office Ste 207 Add-On(2)

Lima, OH


01/16/09



100

%

$
385,000


$



$
9,000Wisconsin Medical Portfolio 1

Milwaukee, WI


02/27/09



100

%


33,719,000







843,000Rogersville (Mountain Empire) Add-On(2)

Rogersville, TN


03/27/09



100

%


2,275,000



1,696,000



57,000Lima Medical Office Ste 220 Add-On(2)

Lima, OH


04/21/09



100

%


425,000







11,000Wisconsin Medical Portfolio 2

Franklin, WI


05/28/09



100

%


40,700,000







1,017,000Greenville Hospital Portfolio

Greenville, SC


09/18/09



100

%


162,820,000



36,000,000



4,071,000Mary Black Medical Office Building

Spartanburg, SC


12/11/09



100

%


16,250,000







406,000Hampden Place Medical Office Building

Englewood, CO


12/21/09



100

%


18,600,000



8,785,000



465,000Dallas LTAC Hospital

Dallas, TX


12/23/09



100

%


27,350,000







684,000Smyth Professional Building

Baltimore, MD


12/30/09



100

%


11,250,000







281,000Atlee Medical Portfolio

Corsicana, TX and


12/30/09



100

%


20,501,000







410,000Ft. Wayne, IN and San Angelo, TXDenton Medical Rehabilitation Hospital

Denton, TX


12/30/09



100

%


15,485,000







324,000Banner Sun City Medical Portfolio

Sun City, AZ and


12/31/09



100

%


107,000,000



45,109,000



1,605,000Sun City West, AZTotal












$
456,760,000


$
91,590,000


$
10,183,000     (1)
    
    Represents the amount of the mortgage loan payable assumed by us
    or newly placed on the property in connection with the
    acquisition or secured by the property subsequent to acquisition.(2)
    
    Represent purchases of additional medical office buildings
    during the year ended December 31, 2009 that are within
    portfolios we had previously acquired.  4.
    Real
    Estate Notes Receivable, Net     130




---



##### Table of Contents



Healthcare
    Trust of America, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Property Name



Contractual





December 31,Location of Property

Property Type

Interest Rate


Maturity Date


2010


2009MacNeal Hospital Medical Office Building
    Berwyn, Illinois

Medical Office
    Building


5.95
%(1)


11/01/11


$
7,500,000


$
7,500,000MacNeal Hospital Medical Office Building
    Berwyn, Illinois

Medical Office
    Building


5.95
%(1)


11/01/11



7,500,000



7,500,000St. Lukes Medical Office Building
    Phoenix, Arizona

Medical Office
    Building


5.85
%(2)


11/01/11



3,750,000



3,750,000St. Lukes Medical Office Building
    Phoenix, Arizona

Medical Office
    Building


5.85
%(2)


11/01/11



1,250,000



1,250,000Rush Presbyterian Medical Office
    Building Oak Park, Illinois(b)

Medical Office
    Building


7.76
%(3)


12/01/14



41,150,000



41,150,000Total real estate note receivable












61,150,000



61,150,000Add: Note receivable closing costs, net












540,000



788,000Less: discount, net












(4,599,000
)


(7,175,000
)Real estate notes receivable, net











$
57,091,000


$
54,763,000     (1)
    
    The effective interest rate associated with these notes as of
    December 31, 2010 is 7.93%.(2)
    
    The effective interest rate associated with these notes as of
    December 31, 2010 is 7.80%.(3)
    
    Represents an average contractual interest rate for the life of
    the note with an effective interest rate of 8.6%.(4)
    
    The closing costs and discount are amortized on a straight-line
    basis over the respective life, and impact the yield, of each
    note.   131




---



##### Table of Contents



Healthcare
    Trust of America, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  5.
    Identified
    Intangible Assets, Net    December 31,2010


2009In place leases, net of accumulated amortization of $42,361,000
    and $25,452,000 as of December 31, 2010 and 2009,
    respectively, (with a weighted average remaining life of
    154 months and 95 months as of December 31, 2010
    and 2009, respectively).

$
122,682,000


$
80,577,000Above market leases, net of accumulated amortization of
    $5,971,000 and $3,233,000 as of December 31, 2010 and 2009,
    respectively, (with a weighted average remaining life of
    89 months and 87 months as of December 31, 2010
    and 2009, respectively).


17,943,000



11,831,000Tenant relationships, net of accumulated amortization of
    $23,561,000 and $13,598,000 as of December 31, 2010 and
    2009, respectively, (with a weighted average remaining life of
    168 months and 150 months as of December 31, 2010
    and 2009, respectively).


133,901,000



89,610,000Leasehold interests, net of accumulated amortization of $526,000
    and 103,000 as of December 31, 2010 and 2009, respectively,
    (with a weighted average remaining life of 855 months and
    899 months as of December 31, 2010 and 2009,
    respectively).


26,061,000



21,204,000$
300,587,000


$
203,222,000         Year

Amount2011

$
42,442,0002012


36,184,0002013


30,771,0002014


27,636,0002015


24,610,000Thereafter


138,944,000Total

$
300,587,000  132




---



##### Table of Contents



Healthcare
    Trust of America, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  6.
    Other
    Assets, Net    December 31,2010


2009Deferred financing costs, net of accumulated amortization of
    $5,015,000 and $3,346,000 as of December 31, 2010 and 2009,
    respectively

$
8,620,000


$
3,281,000Lease commissions, net of accumulated amortization of $1,132,000
    and $427,000 as of December 31, 2010 and 2009, respectively


4,275,000



3,061,000Lease inducements, net of accumulated amortization of $527,000
    and $280,000 as of December 31, 2010 and 2009, respectively


1,284,000



1,215,000Deferred rent receivable


17,422,000



9,380,000Prepaid expenses, deposits, and other assets


8,951,000



4,938,000Total

$
40,552,000


$
21,875,000       Year

Amount2011

$
3,778,0002012


3,165,0002013


2,638,0002014


1,264,0002015


975,000Thereafter


2,359,000Total

$
14,179,000   7.
    Mortgage
    Loans Payable, Net  Mortgage
    Loans Payable, Net
   133




---



##### Table of Contents



Healthcare
    Trust of America, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      December 31,Property

Interest Rate

Maturity Date


2010(a)


2009(b)Fixed Rate Debt:Southpointe Office Parke and Epler Parke I


6
.11%


09/01/16


$
9,121,000


$
9,146,000Crawfordsville Medical Office Park and Athens Surgery Center


6
.12


10/01/16



4,256,000



4,264,000The Gallery Professional Building


5
.76


03/01/17



6,000,000



6,000,000Lenox Office Park, Building G


5
.88


02/01/17



12,000,000



12,000,000Commons V Medical Office Building


5
.54


06/11/17



9,672,000



9,809,000Yorktown Medical Center and Shakerag Medical Center


5
.52


05/11/17



13,434,000



13,530,000Thunderbird Medical Plaza


5
.67


06/11/17



13,740,000



13,917,000Gwinnett Professional Center


5
.88


01/01/14



5,417,000



5,509,000Northmeadow Medical Center


5
.99


12/01/14



7,545,000



7,706,000Medical Portfolio 2


5
.91


07/01/13



14,024,000



14,222,000Renaissance Medical Centre


5
.38


09/01/15



18,464,000



18,767,000Renaissance Medical Centre


12
.75


09/01/15



1,240,000



1,242,000Medical Portfolio 4


5
.50


06/01/19



6,404,000



6,586,000Medical Portfolio 4


6
.18


06/01/19



1,625,000



1,684,000Marietta Health Park


5
.11


11/01/15



7,200,000



7,200,000Hampden Place


5
.98


01/01/12



8,551,000



8,785,000Greenville  Patewood


6
.18


01/01/16



35,609,000



36,000,000Greenville  Greer


6
.00


02/01/17



8,413,000



Greenville  Memorial


6
.00


02/01/17



4,454,000



Greenville  MMC


6
.25


06/01/20



22,743,000



Sun City-Note B


6
.54


09/01/14



14,819,000



14,997,000Sun City-Note C


6
.50


09/01/14



4,412,000



4,509,000Sun City Note D


6
.98


09/01/14



13,839,000



13,985,000King Street


5
.88


03/05/17



6,429,000



Wisconsin MOB II  Mequon


6
.25


07/10/17



9,952,000



Balfour Concord  Denton


7
.95


08/10/12



4,592,000



Pearland-Broadway


5
.57


09/01/12



2,361,000



7900 Fannin-Note A


7
.30


01/01/21



21,783,000



7900 Fannin-Note B


7
.68


01/01/16



819,000



Deaconess  Evansville


4
.90


08/06/15



21,151,000



Overlook


6
.00


11/05/16



5,408,000



Triad


5
.60


09/01/22



11,961,000



Santa Fe  Building 1640


5
.57


07/01/15



3,555,000



Rendina  Wellington


5
.97


11/21/16



8,296,000



Rendina  Gateway


6
.49


08/13/18



10,596,000



Columbia  Patroon Creek Note A


6
.10


06/01/16



23,123,000



Columbia  Patroon Creek Note B


6
.10


06/01/16



890,000



Columbia  1092 Madison


6
.25


01/30/18



2,006,000



Columbia  FL Orthopaedic


5
.45


06/30/13



7,041,000



Columbia  Capital Region Health Park


6
.51


06/30/12



22,309,000



Columbia  Putnam


5
.33


04/30/15



19,329,000



Columbia  CDPHP


5
.40


05/15/16



21,182,000



Phoenix  Estrella


6
.26


08/01/17



20,695,000Phoenix  MOB IV


6
.01


06/11/17



4,355,000



Total fixed rate debt










470,815,000



209,858,000 134




---



##### Table of Contents



Healthcare
    Trust of America, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  December 31,Property

Interest Rate

Maturity Date


2010(a)


2009(b)Variable Rate Debt:Senior Care Portfolio 1


4
.75%(c)


03/31/10




(e)


24,800,0001 and 4 Market Exchange


1
.61(c)


09/30/10




(e)


14,500,000East Florida Senior Care Portfolio


1
.66(c)


10/01/10




(e)


29,451,000Kokomo Medical Office Park


1
.66(c)


11/30/10




(e)


8,300,000Chesterfield Rehabilitation Center


1
.91(c)


12/30/11



22,000,000



22,000,000Park Place Office Park


1
.81(c)


12/31/10



10,943,000
(g)


10,943,000Highlands Ranch Medical Plaza


1
.81(c)


12/31/10



8,853,000
(f)


8,853,000Medical Portfolio 1


1
.94(c)


02/28/11



19,580,000
(f)


20,460,000Fort Road Medical Building


1
.91(c)


03/06/11




(e)


5,800,000Medical Portfolio 3


2
.51(c)


06/26/11



58,000,000



58,000,000SouthCrest Medical Plaza


2
.46(c)


06/30/11



12,870,000
(f)


12,870,000Wachovia Pool Loans(d)


4
.65(c)


06/30/11



48,666,000
(f)


49,696,000Cypress Station Medical Office Building


2
.01(c)


09/01/11



7,043,000



7,131,000Medical Portfolio 4


2
.41(c)


09/24/11




(e)


21,400,000Decatur Medical Plaza


2
.26(c)


09/26/11



7,900,000



7,900,000Mountain Empire Portfolio


2
.36(c)


09/28/11



18,408,000



18,882,000Sun City-Sun 1


1
.76(c)


12/31/14



2,000,000



2,000,000Sun City-Sun 2


1
.76(c)


12/31/14



9,480,000



9,618,000Total variable rate debt










225,743,000



332,604,000Total fixed and variable debt










696,558,000



542,462,000Add: Net premium










2,968,000



Less: Net discount














(2,434,000
)Mortgage loans payable, net









$
699,526,000


$
540,028,000     (a)
    
    As of December 31, 2010, we had variable rate mortgage
    loans on 15 of our properties with effective interest rates
    ranging from 1.76% to 4.65% per annum and a weighted average
    effective interest rate of 2.72% per annum. However, as of
    December 31, 2010, we had fixed rate interest rate swaps
    and caps on our Medical Portfolio 1, Decatur, Mountain Empire,
    and Sun City-Sun 1 variable rate mortgage loans payable, thereby
    effectively fixing our interest rates on those mortgage loans
    payable at 5.23%, 5.16%, 5.87%, and 2.00%, respectively.(b)
    
    As of December 31, 2009, we had variable rate mortgage
    loans on 22 of our properties with effective interest rates
    ranging from 1.58% to 4.75% per annum and a weighted average
    effective interest rate of 2.65% per annum. However, as of
    December 31, 2009, we had fixed rate interest rate swaps,
    ranging from 4.51% to 6.02%, on our variable rate mortgage loans
    payable on 20 of our properties, thereby effectively fixing our
    interest rate on those mortgage loans payable.(c)
    
    Represents the interest rate in effect as of December 31,
    2010.(d)
    
    We have a mortgage loan in the principal amount of $48,666,000
    and $49,696,000, as of December 31, 2010 and
    December 31, 2009, respectively, secured by Epler Parke
    Building B, 5995 Plaza Drive, Nutfield Professional Center,
    Medical Portfolio 2 and Academy Medical Center.(e)
    
    Represent loan balances that have matured or that we have paid
    off during the year ended December 31, 2010.(f)
    
    Represent bank loans, the aggregate principal balance of which
    as of December 31, 2010 was $89,969,000, which were
    refinanced using the proceeds of our $125,500,000 senior secured
    real estate term loan. We closed on this term loan with Wells
    Fargo Bank, N.A., on February 1, 2011. See Note 22,
    Subsequent Events, for additional discussion of this new
    financing.(g)
    
    Represents a bank loan, the principal balance of which as of
    December 31, 2010 was $10,943,000, which was paid off using
    the proceeds of our $125,500,000 senior secured real estate term
    loan. See Note 22, Subsequent Events, for additional
    discussion of this new financing. 135




---



##### Table of Contents



Healthcare
    Trust of America, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Year

Amount2011

$
222,575,0002012


44,383,0002013


27,856,0002014


50,083,0002015


80,527,000Thereafter


271,134,000Total

$
696,558,000     8.
    Derivative
    Financial Instruments  Derivatives and Hedging
     136




---



##### Table of Contents



Healthcare
    Trust of America, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Notional Amount

Index

Rate

Fair Value

Instrument

Maturity$
19,507,000



LIBOR


5.23



(109,000
)

Swap


01/31/117,900,000



LIBOR


5.16



(185,000
)

Swap


09/26/1116,912,000



LIBOR


5.87



(1,233,000
)

Swap


09/28/1375,000,000



LIBOR


3.42



297,000


Swap


12/31/139,480,000



LIBOR


2.00



383,000


Cap


12/31/14     Notional Amount

Index

Rate

Fair Value

Instrument

Maturity$
14,500,000



LIBOR


5.97
%

$
(505,000
)

Swap


09/28/108,300,000



LIBOR


5.86



(327,000
)

Swap


11/30/108,853,000



LIBOR


5.52



(326,000
)

Swap


12/31/1010,943,000



LIBOR


5.52



(403,000
)

Swap


12/31/1022,000,000



LIBOR


5.59



(759,000
)

Swap


12/30/1029,101,000



LIBOR


6.02



(998,000
)

Swap


10/01/1022,000,000



LIBOR


5.23



(688,000
)

Swap


01/31/115,800,000



LIBOR


4.70



(173,000
)

Swap


03/06/117,292,000



LIBOR


4.51



(75,000
)

Swap


05/03/1024,800,000



LIBOR


4.85



(206,000
)

Swap


03/31/1050,321,000



LIBOR


5.60



(922,000
)

Swap


06/30/1012,870,000



LIBOR


5.65



(236,000
)

Swap


06/30/1058,000,000



LIBOR


5.59



(1,016,000
)

Swap


06/26/1021,400,000



LIBOR


5.27



(782,000
)

Swap


09/23/117,900,000



LIBOR


5.16



(296,000
)

Swap


09/26/1117,304,000



LIBOR


5.87



(913,000
)

Swap


09/28/139,618,000



LIBOR


2.00



890,000


Cap


12/31/14Participation54,000,000



N/A


N/A



1,051,000


Interest(a)


12/01/29     (a)
    
    During the year ended December 31, 2010, we reevaluated a
    feature within the Rush Presbyterian Note Receivable which had
    been disclosed in the 2009 Annual Report on
    Form 10-K
    as a derivative financial instrument. Based on this
    reevaluation, we determined that this feature, by its nature,
    qualifies for a scope exception under ASC 815,
    Derivatives and Hedging, and thus may be excluded from
    classification as a derivative financial instrument. As such, we
    have prospectively corrected our fair value and derivative
    instrument disclosures with respect to this feature.    Asset Derivatives

Liability DerivativesDerivatives Not

December 31, 2010

December 31, 2009

December 31, 2010

December 31, 2009Designated as

Balance Sheet



Balance Sheet



Balance Sheet



Balance SheetHedging Instruments:

Location

Fair Value

Location

Fair Value

Location

Fair Value

Location

Fair ValueInterest Rate Swaps

Other Assets

$
297,000


Other Assets

$



Derivative Financial Instruments

$
1,527,000


Derivative Financial Instruments

$
8,625,000Interest Rate Cap

Other Assets

$
383,000


Other Assets

$
890,000  137




---



##### Table of Contents



Healthcare
    Trust of America, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    RecognizedDerivatives Not Designated

Location of Gain (Loss)

For the Year Endedas Hedging Instruments Under:

Recognized:

December 31, 2010

December 31, 2009

December 31, 2008Interest Rate Swaps

Gain (loss) on derivative instruments

$
6,461,000


$
5,279,000


$
(12,436,000
)Interest Rate Cap

Gain (loss) on derivative instruments

$
(507,000
)

$



$
     9.
    Revolving
    Credit Facility        loan-to-cost, loan-to-value
 138




---



##### Table of Contents



Healthcare
    Trust of America, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    
    (i) the greatest of: (x) the prime rate publicly
    announced by JPMorgan, (y) the Federal Funds effective rate
    plus 0.5% and (z) the Adjusted LIBO Rate plus 1.0%, plus
    (ii) a margin ranging from 1.50% to 2.50% based on our
    operating partnerships total leverage ratio, which we
    refer to as ABR loans; or
    (i) the Adjusted LIBO Rate plus (ii) a margin ranging
    from 2.50% to 3.50% based on our operating partnerships
    total leverage ratio, which we refer to as Eurodollar loans.                 139




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Healthcare
    Trust of America, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    10.
    Identified
    Intangible Liabilities, Net    December 31,2010


2009Below market leases, net of accumulated amortization of
    $4,550,000 and $3,033,000 as of December 31, 2010 and 2009,
    respectively, (with a weighted average remaining life of
    213 months and 94 months as of December 31, 2010
    and 2009, respectively).

$
9,271,000


$
6,954,000Below market leasehold interests, net of accumulated
    amortization of $40,000 and $0 as of December 31, 2010 and
    2009, respectively, (with a weighted average remaining life of
    738 months and 0 months as of December 31, 2010
    and 2009, respectively).

$
3,788,000


$
$
13,059,000


$
6,954,000         Year

Amount2011

$
1,624,0002012

$
1,359,0002013

$
1,152,0002014

$
760,0002015

$
601,000Thereafter

$
7,563,000Total

$
13,059,000   11.
    Commitments
    and Contingencies  Litigation
   140




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##### Table of Contents



Healthcare
    Trust of America, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Environmental
    Matters
    Other
    Organizational and Offering Expenses
    Tax
    Status
      Other
    12.
    Related
    Party Transactions  Transition:
    Self-Management
   141




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##### Table of Contents



Healthcare
    Trust of America, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Fees
    and Expenses Paid to Former Affiliates
    Offering
    Stage
  Selling
    Commissions
    Marketing
    Support Fees and Due Diligence Expense Reimbursements
   142




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##### Table of Contents



Healthcare
    Trust of America, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  bona fide
  Other
    Organizational and Offering Expenses
    Acquisition
    and Development Stage
  Acquisition
    Fee
    
    for the first $375,000,000 in aggregate contract purchase price
    for properties acquired directly or indirectly by us after
    October 24, 2008, 2.5% of the contract purchase price of
    each such property;
    for the second $375,000,000 in aggregate contract purchase price
    for properties acquired directly or indirectly by us after
    October 24, 2008, 2.0% of the contract purchase price of
    each such property, which amount is subject to downward
    adjustment, but not below 1.5%, based on reasonable projections
    regarding the anticipated amount of net proceeds to be received
    in our initial offering; and
    for above $750,000,000 in aggregate contract purchase price for
    properties acquired directly or indirectly by us after
    October 24, 2008, 2.25% of the contract purchase price of
    each such property.       143




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##### Table of Contents



Healthcare
    Trust of America, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Operational
    Stage
  Asset
    Management Fee
        Property
    Management Fee
    Lease
    Fee
    On-site
    Personnel and Engineering Payroll
   144




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##### Table of Contents



Healthcare
    Trust of America, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Operating
    Expenses
      Related
    Party Services Agreement
      Compensation
    for Additional Services
    Liquidity
    Stage
  Disposition
    Fee
    Subordinated
    Participation Interest
   145




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##### Table of Contents



Healthcare
    Trust of America, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Accounts
    Payable Due to Former Affiliates, Net
    December 31,Entity

Fee

2010


2009Grubb & Ellis Realty Investors

Operating expenses

$



$
27,000Grubb & Ellis Realty Investors

Offering costs






90,000Grubb & Ellis Realty Investors

Due diligence






15,000Grubb & Ellis Realty Investors

On-site payroll and engineering






104,000Grubb & Ellis Realty Investors

Acquisition related expenses






3,769,000Triple Net Properties Realty, Inc.

Asset and property management fees






771,000$



$
4,776,000     13.
    Redeemable
    Noncontrolling Interest of Limited Partners       146




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##### Table of Contents



Healthcare
    Trust of America, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  and/or
  Distinguishing Liabilities From
    Equity, Presentation in the Financial Statements of Redeemable
    Preferred Stock No. 2009-4, Accounting for Redeemable Equity Instruments
  Balance as of December 31, 2008

$
1,951,000Net income attributable to noncontrolling interest of limited
    partners


304,000Distributions


(379,000
)Adjustments to noncontrolling interests


1,673,000Balance as of December 31, 2009

$
3,549,000Balance as of December 31, 2009

$
3,549,000Net loss attributable to noncontrolling interest of limited
    partners


(16,000
)Distributions


(145,000
)Valuation adjustments to noncontrolling interests


570,000Redemption of limited partner interest of former advisor


(197,000
)Purchase of Chesterfield 20% interest


(3,900,000
)Addition of noncontrolling interest attributable to the Fannin
    acquisition


4,006,000Balance as of December 31, 2010

$
3,867,000       14.
    Stockholders
    Equity  Common
    Stock
   147




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##### Table of Contents



Healthcare
    Trust of America, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Preferred
    Stock
    Distribution
    Reinvestment Plan
    Share
    Repurchase Plan
     148




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##### Table of Contents



Healthcare
    Trust of America, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2006
    Incentive Plan and Independent Directors Compensation
    Plan
  sub-plan,
  
    Annual Retainer.  The annual retainer for
    independent directors remains unchanged at $50,000.
    Annual Retainer, Committee Chairman.  The
    chairman of the audit committee will receive an annual retainer
    of $15,000. The chairman of each of the compensation committee,
    the nominating and corporate governance committee, the
    investment committee and the risk management committee will
    receive an annual retainer of $12,500. These retainers are in
    addition to the annual retainer payable to all independent board
    members for board service.
    Meeting Fees.  The meeting fee for each board
    of directors meeting attended in person or by telephone remains
    unchanged at $1,500 and the meeting fee for each committee
    meeting attended in person or by telephone remains unchanged at
    $1,000.
    Equity Compensation.  Each independent director
    will receive a grant of 7,500 shares of restricted common
    stock upon each re-election to the board.
    Fees for Non-Telephonic Meetings on the Same
    Day.  Independent board members will be entitled
    to receive fees for non-telephonic committee meetings that occur
    on the same day as non-telephonic board meetings.      one-to-one
 149




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Healthcare
    Trust of America, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Employee
    Retention Program
      Share-Based
    Compensation
       150




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##### Table of Contents



Healthcare
    Trust of America, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      WeightedRestricted


Average GrantCommon


Date FairStock/Units


ValueBalance  December 31, 2007


26,000



10.00Granted


52,500



10.00Vested


(10,000
)


10.00Forfeited






Balance  December 31, 2008


68,500


$
10.00Nonvested shares expected to vest  December 31,
    2008


68,500


$
10.00Granted


165,500



10.00Vested


(65,833
)


10.00Forfeited






Balance  December 31, 2009


167,667


$
10.00Nonvested shares expected to vest  December 31,
    2009


167,667


$
10.00Granted


357,500



10.00Vested


(85,157
)


10.00Forfeited


(4,842
)


10.00Balance  December 31, 2010


435,168


$
10.00Nonvested shares expected to vest  December 31,
    2010


435,168


$
10.00   15.
    Fair
    Value of Financial Instruments  Fair Value Measurements and Disclosures
     151




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##### Table of Contents



Healthcare
    Trust of America, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Financial Instruments
    Financial
    Instruments Reported at Fair Value
  Cash and
    Cash Equivalents
    Derivative
    Financial Instruments
         152




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Healthcare
    Trust of America, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Assets
    and Liabilities at Fair Value
    Quoted Prices inActive Markets forIdentical Assets


Significant Other


Significantand Liabilities


Observable Inputs


Unobservable Inputs(Level 1 )


(Level 2)


(Level 3)


TotalAssetsMoney market funds

$
43,000


$



$



$
43,000Derivative financial instruments

$



$
680,000


$



$
680,000Total assets at fair value

$
43,000


$
680,000


$



$
723,000LiabilitiesDerivative financial instruments

$



$
(1,527,000
)

$



$
(1,527,000
)Total liabilities at fair value

$



$
(1,527,000
)

$



$
(1,527,000
)     Quoted Prices inActive Markets forIdentical Assets


Significant Other


Significantand Liabilities


Observable Inputs


Unobservable Inputs(Level 1 )


(Level 2)


(Level 3)


TotalAssetsMoney market funds

$
43,000


$



$



$
43,000Derivative financial instruments(a)

$



$
890,000


$
1,051,000
(a)

$
1,941,000Total assets at fair value

$
43,000


$
890,000


$
1,051,000
(a)

$
1,984,000LiabilitiesDerivative financial instruments

$



$
(8,625,000
)

$



$
(8,625,000
)Total liabilities at fair value

$



$
(8,625,000
)

$



$
(8,625,000
)     (a)
    
    During the third quarter of 2010, we reevaluated a feature
    within the Rush Presbyterian Note Receivable which had been
    disclosed in our Annual Report on
    Form 10-K
    as a derivative financial instrument. Based on this
    reevaluation, we determined that this feature, by its nature,
    qualifies for a scope exception under ASC 815,
    Derivatives and Hedging, and thus may be excluded from
    classification as a derivative financial instrument. As such, we
    have prospectively corrected our fair value and derivative
    instrument disclosures with respect to this feature.  Financial
    Instruments Disclosed at Fair Value
     153




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##### Table of Contents



Healthcare
    Trust of America, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        16.
    Tax
    Treatment of Distributions    Years Ended December 31,2010


2009


2008Ordinary income

$
47,041,000



40.3
%

$
2,836,000



3.6
%

$
5,879,000



21.0
%Capital gain






















Return of capital


69,686,000



59.7



75,223,000



96.4



22,163,000



79.0$
116,727,000



100
%

$
78,059,000



100
%

$
28,042,000



100
%   17.
    Future
    Minimum Rent  Rental
    Income
    Year

Amount2011

$
199,572,0002012


191,958,0002013


174,385,0002014


157,674,0002015


142,316,000Thereafter


737,137,000Total

$
1,603,042,000  154




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##### Table of Contents



Healthcare
    Trust of America, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    18.
    Business
    Combinations      Business Combinations Business
    Combinations lease-up
     155




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##### Table of Contents



Healthcare
    Trust of America, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    24-month
  Columbia
    Portfolio
      
    An approximately 81,000 square foot building located in
    Albany, New York. This two-story medical office building was
    purchased on November 19, 2010 for approximately
    $13,545,000 and was approximately 97% occupied as of
    December 31, 2010.
    An interest in a condominium building consisting of
    approximately 41,000 rentable square feet, located in
    Albany, New York that was 98% occupied as of December 31,
    2010 and was purchased on November 19, 2010 for
    approximately $9,988,000.
    An approximately 166,000 square foot medical office
    building located in Albany New York. This building, which had an
    occupancy rate in excess of 99% as of December 31, 2010,
    was purchased November 22, 2010 for $33,083,000.
    An approximately 15,000 square foot medical office building
    located in Albany, New York. This building was approximately 97%
    occupied as of December 31, 2010 and was purchased on
    November 22, 2010 for $3,171,000.
    An approximately 259,000 square foot medical mall located
    in Latham, New York, which was 90% occupied as of
    December 31, 2010 and was purchased on November 23,
    2010 for approximately $45,861,000.
    A three-story building consisting of approximately
    82,000 square feet located in Temple Terrace, Florida. This
    building, which was purchased on November 23, 2010 for
    $17,393,000, is 100% occupied to and serves as the primary and
    corporate headquarters for Florida Orthopaedic Institute.
    An approximately 90,000 square foot, three-story medical
    office building located on the main campus of Putnam Hospital
    Center in Carmel, New York. This building is 100% leased to
    Putnam Hospital 156




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##### Table of Contents



Healthcare
    Trust of America, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Center and to private physician groups, and it was purchased on
    December 29, 2010 for approximately $28,216,000.  
    A four-story, approximately 180,000 square foot building
    located in Albany, New York. This building, which was purchased
    on December 30, 2010 for $36,207,000, is 100% leased to and
    serves as the corporate headquarters for Capital District
    Physicians Health Plan, Inc, a
    not-for-profit
    individual practice association model health maintenance
    organization.    TotalLand

$
9,567,000Building as vacant


139,227,000Site improvements


6,389,000Unamortized tenant improvement costs


7,822,000Leasehold interest in land, net


236,000Leased fee interest in land


(272,000
)Above market debt


(834,000
)Above market leases


1,023,000Below market leases


(3,227,000
)Unamortized lease origination costs


8,310,000In place leases


8,984,000Tenant relationships


10,239,000Net assets acquired

$
187,464,000   Other
    Aggregate 2010 Acquisitions
    157




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##### Table of Contents



Healthcare
    Trust of America, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  TotalLand

$
34,483,000Building as vacant


447,439,000Site improvements


15,653,000Unamortized tenant improvement costs


20,271,000Leasehold interest in land, net


1,768,000Leased fee interest in land


Above market debt


(4,171,000
)Above market leases


7,585,000Below market leases


(885,000
)Unamortized lease origination costs


13,981,000In place leases


30,729,000Tenant relationships


46,827,000Net assets acquired

$
613,680,000     
    An approximately 80,000 square foot medical office
    portfolio consisting of two buildings located in Atlanta,
    Georgia. This portfolio was approximately 98% occupied as of
    December 31, 2010 and was purchased on March 2, 2010
    for $19,550,000.
    An approximately 53,000 square foot medical office building
    located in Jacksonville, Florida, purchased on March 9,
    2010 for $10,775,000. This building was 100% occupied as of
    December 31, 2010, and it is situated on the campus of St.
    Vincents Medical Center.
    An approximately 60,000 square foot medical office building
    located in Sugarland, Texas, purchased on March 23, 2010
    for $12,400,000. This facility is located near three acute-care
    hospitals and was, as of December 31, 2010, 100% occupied
    with 83% of the space occupied by Texas Childrens Health
    Centers.
    A five-building medical office portfolio located in Evansville
    and Newburgh, Indiana, totaling approximately
    262,000 square feet and purchased on March 23, 2010
    for $45,257,000. The portfolio is 100% master-leased to
    Deaconess Clinic, Inc., an affiliate of Deaconess Health System,
    Inc.
    An approximately 61,000 square foot medical office building
    located on the campus of East Cooper Regional Medical Center in
    Mount Pleasant, South Carolina, purchased on March 31, 2010
    for $9,925,000. The building was 88% occupied of
    December 31, 2010.
    An approximately 35,000 square foot medical office building
    located in Pearland, Texas, purchased on March 31, 2010 for
    $6,775,000. The building was 98% occupied as of
    December 31, 2010. On June 30, 2010, we purchased a
    second building within the Pearland portfolio: this add-on
    acquisition consisted of an approximately 20,000 square
    foot medical office building that was purchased for $3,701,000
    and was 100% occupied as of December 31, 2010.
    An approximately 22,000 square foot medical office building
    located in Hilton Head, South Carolina, purchased on
    March 31, 2010 for $8,058,000. The building was 100%
    occupied as of December 31, 2010. On August 12, 2010,
    we purchased a second building within the Hilton ad portfolio:
    this add-on acquisition consisted of an approximately
    9,000 square foot medical office building that is 100%
    occupied and was purchased for $2,652,000. 158




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##### Table of Contents



Healthcare
    Trust of America, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   
    An approximately 101,000 square foot medical office
    building located in Baltimore, Maryland, purchased on
    March 31, 2010 for $29,250,000. The building is located on
    the Johns Hopkins University Bayview Medical Center Research
    Campus and was 100% occupied as of December 31, 2010.
    The remaining 20% interest in the JV Company that owns
    Chesterfield Rehabilitation Center. Our subsidiary exercised its
    call option to buy, for $3,900,000, 100% of the interest owned
    by its joint venture partner. As we continued to retain control
    of this entity despite the change in ownership interest, in
    accordance with ASC 805, we are accounting for this as an
    equity transaction. Thus, no gains or losses with respect to
    these changes were recognized in net income, nor are the
    carrying amounts of the assets and liabilities of the subsidiary
    adjusted. As such, this acquisition is not included within the
    purchase price allocation disclosed within this footnote.
    An approximately 192,000 square foot medical office
    building located in Pittsburgh, Pennsylvania. This building,
    which is located near the Federal North and Allegheny General
    Hospital Centers, was 99% occupied as of December 31, 2010
    and was purchased on April 29, 2010 for $40,472,000.
    A two-building medical office portfolio in Denton, Texas, and
    Lewisville, Texas totaling approximately 56,000 square
    feet. The Lewisville medical office building, purchased on
    June 25, 2010 for $4,800,000, consists of approximately
    18,000 square feet and is 100% leased to one tenant with a
    remaining term of 10 years. The Denton medical office
    building, purchased on June 30, 2010 for $8,700,000, is an
    approximately 38,000 square foot facility located on the
    campus of Texas Health Presbyterian Hospital Denton, and it is
    100% leased through 2017.
    An approximately 47,000 square foot medical office building
    located in Charleston, South Carolina for approximately
    $10,446,000. This building, which was purchased on June 28,
    2010, was 100% leased as of December 31, 2010, and it is
    located immediately adjacent to the campus of the Medical
    University of South Carolina, or MUSC, and MUSC Childrens
    Hospital.
    The majority interest in the Fannin partnership, which owns a
    medical office building located in Houston, Texas, on
    June 30, 2010. The value of the 7900 Fannin building is
    approximately $38,100,000. We acquired the general partner
    interest and the majority of the limited partner interests in
    the Fannin partnership. The original physician investors were
    provided the right to remain in the Fannin partnership, receive
    limited partner units in our operating partnership,
    and/or
    receive cash. Some of the original physician investors elected
    to remain in the Fannin partnership post-closing as limited
    partners. The property, known as 7900 Fannin, consists of a
    four-story building totaling approximately 176,000 square
    feet that is adjacent to The Womans Hospital of Texas, an
    HCA-affiliated hospital within the Texas Medical Center. The
    building was over 99% occupied as of December 31, 2010.
    An approximately 35,000 square foot medical office building
    located in Stockbridge, Georgia. This building, which is
    situated in the southern suburbs of Atlanta, Georgia near the
    Henry Medical Center, had an occupancy rate of 89% as of
    December 31, 2010 and was purchased on July 15, 2010
    for $8,140,000.
    An approximately 45,000 square foot Class A medical
    office building located in San Luis Obispo, California.
    This building, which is located on the campus of the Sierra
    Vista Regional Medical Center, was approximately 85% occupied as
    of December 31, 2010 and was purchased on August 4,
    2010 for $10,950,000.
    A two-building medical office portfolio in Orlando, Florida
    totaling approximately 102,000 square feet for an aggregate
    purchase price of $18,300,000. The Oviedo Medical Center is
    located approximately 10 miles northeast of Orlando and is
    adjacent to Florida Hospitals CentraCare urgent care
    center. The Lake Underhill Medical Center is located on the
    campus of Florida Hospital East Orlando. Both 159




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##### Table of Contents



Healthcare
    Trust of America, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  buildings were purchased on September 29, 2010, and they
    had an aggregate occupancy of 86% as of December 31, 2010.  
    A two-building medical office portfolio is Santa Fe, New
    Mexico totaling approximately 54,000 square feet for an
    aggregate purchase price of $15,792,000. One of these buildings,
    which comprises approximately 34,000 square feet of the
    total, was purchased on September 30, 2010 for $9,560,000.
    The second, approximately 20,000 square foot building was
    purchased on December 22, 2010 for $6,232,000. Both of the
    buildings are located adjacent to the CHRISTUS St. Vincent
    Hospital and are 100% leased by St. Vincent Hospital.
    A five-building portfolio located in Nevada, New York, Missouri,
    Arizona, and Florida. The portfolio, which had an aggregate
    purchase price of approximately $83,412,000, was 97% leased as
    of December 31, 2010 and is comprised of on-campus medical
    office buildings totaling over 306,000 square feet.
    San Martin Medical Arts Pavilion is an approximately
    73,000 square foot multi-tenant medical office building
    located in Las Vegas, Nevada, that was purchased on
    September 30, 2010 for approximately $18,061,000. The St.
    Francis Medical Arts Pavilion, also purchased on
    September 30, 2010, is an approximately 77,000 square
    foot multi-tenant medical office building located in
    Poughkeepsie, New York that was acquired for approximately
    $22,143,000. We purchased the Des Peres Medical Arts Pavilion,
    an approximately 48,000 square foot multi-tenant medical
    office building located in St. Louis, Missouri, for
    approximately $14,034,000 on November 12, 2010. The Gateway
    Medical Plaza, an approximately 60,000 square foot
    multi-tenant medical office building in Tucson, Arizona, was
    purchased on December 7, 2010 for approximately
    $16,349,000. Finally, the Medical Arts Pavilion, an
    approximately 48,000 square foot multi-tenant medical
    office building located on the campus of the Wellington Regional
    Medical Center acute care hospital in Wellington, Florida, was
    purchased on December 23, 2010 for approximately
    $12,825,000.
    A six-story, approximately 229,000 square foot building
    located in Pittsburgh, Pennsylvania that serves as the corporate
    headquarters for West Penn Allegheny Health System. This
    building, which was purchased for $39,000,000 on
    October 29, 2010, was approximately 88% occupied as of
    December 31, 2010 and is located a half mile from Allegheny
    General Hospital.
    An approximately 89,000 square foot medical office building
    located in Raleigh, North Carolina. This building was purchased
    on November 12, 2010 for $16,500,000 and had an occupancy
    rate of approximately 91% as of December 31, 2010.
    An approximately 17,000 square foot, single tenant building
    in Temple Terrace, Florida. This building, which is located
    adjacent to a medical office building purchased as part of the
    Columbia Portfolio, is 100% occupied by the Florida Orthopaedic
    Institute Surgery Center and was purchased on December 7,
    2010 for $5,875,000.
    A portfolio of four long-term acute care hospitals located in
    Orlando and Tallahassee, Florida, Augusta, Georgia, and Dallas
    Texas totaling approximately 219,000 square feet. Each
    hospital is 100% occupied by a single tenant, and all are within
    proximity to multiple referring health systems. This portfolio
    was purchased on December 17, 2010 for an aggregate
    purchase price of $102,045,000.
    Two buildings within a three-building, approximately 201,000
    aggregate square foot medical office portfolio located in
    Phoenix, Arizona. The Estrella Medical Center, which was
    approximately 93% occupied as of December 31, 2010 and was
    purchased December 22, 2010 for $29,500,000, is an
    approximately 147,000 square foot medical office building
    located on the campus of the Banner Estrella Hospital. Phoenix
    Medical Center, which was 100% occupied as of December 31,
    2010 and was purchased on December 22, 2010 for $6,309,000,
    is a two story off-campus medical office building consisting of
    approximately 34,000 square feet. See Note 22,
    Subsequent Events, for discussion of our purchase of the third
    and final building within this portfolio. 160




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##### Table of Contents



Healthcare
    Trust of America, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   
    Nine buildings consisting of approximately 152,000 square
    feet located in Cary, North Carolina. This medical office park,
    which was purchased December 30, 2010 for $28,000,000, is
    situated on 15 acres of land adjacent to the Wake Med Cary
    Hospital and had a weighted average aggregate occupancy rate of
    85% as of December 31, 2010.    Supplementary
    Pro Forma Information
        19.
    Concentration
    of Credit Risk         161




---



##### Table of Contents



Healthcare
    Trust of America, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      20.
    Per Share
    Data  Earnings Per Share,
    21.
    Selected
    Quarterly Financial Data 
    (Unaudited)    162




---



##### Table of Contents



Healthcare
    Trust of America, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Quarters EndedDecember 31, 2010


September 30, 2010


June 30, 2010


March 31, 2010Revenues

$
56,717,000


$
51,692,000


$
46,522,000


$
44,948,000Expenses


(58,230,000
)


(43,413,000
)


(39,968,000
)


(38,420,000
)Income (loss) before other income (expense)


(1,513,000
)


8,279,000



6,554,000



6,528,000Other expense, net


(7,596,000
)


(7,682,000
)


(6,686,000
)


(7,299,000
)Income (loss) before discontinued operations


(9,109,000
)


597,000



(132,000
)


(771,000
)Income from discontinued operations


419,000



411,000



377,000



289,000Net income (loss)


(8,690,000
)


1,008,000



245,000



(482,000
)Less: net (income) loss attributable to noncontrolling interest
    of limited partners


(44,000
)


125,000



(1,000
)


(64,000
)Net income (loss) attributable to controlling interest

$
(8,734,000
)

$
1,133,000


$
244,000


$
(546,000
)Net income (loss) per share  basic and diluted:Continuing operations

$
(0.05
)

$
0.00


$
0.00


$
0.00Discontinued operations

$
0.00


$
0.00


$
0.00


$
0.00Net income (loss) per share attributable to controlling interest

$
(0.05
)

$
0.00


$
0.00


$
0.00Weighted average number of shares outstanding Basic


191,583,752



166,281,800



154,594,418



145,335,661Diluted


191,583,752



166,480,852



154,815,137



145,335,661   163




---



##### Table of Contents



Healthcare
    Trust of America, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Quarters EndedDecember 31, 2009


September 30, 2009


June 30, 2009


March 31, 2009Revenues

$
36,644,000


$
30,948,000


$
29,678,000


$
29,016,000Expenses


(36,254,000
)


(34,481,000
)


(28,587,000
)


(29,782,000
)Income (loss) before other income (expense)


390,000



(3,533,000
)


1,091,000



(766,000
)Other expense, net


(4,947,000
)


(6,671,000
)


(4,780,000
)


(6,186,000
)Loss before discontinued operations


(4,557,000
)


(10,204,000
)


(3,689,000
)


(6,952,000
)Income from discontinued operations


193,000



130,000



154,000



152,000Net loss


(4,364,000
)


(10,074,000
)


(3,535,000
)


(6,800,000
)Less: net income attributable to noncontrolling interest of
    limited partners


(62,000
)


(70,000
)


(102,000
)


(70,000
)Net loss attributable to controlling interest

$
(4,426,000
)

$
(10,144,000
)

$
(3,637,000
)

$
(6,870,000
)Net income (loss) per share  basic and diluted:Continuing operations

$
(0.03
)

$
(0.08
)

$
(0.03
)

$
(0.08
)Discontinued operations

$
0.00


$
0.00


$
0.00


$
0.00Net loss per share attributable to controlling interest

$
(0.03
)

$
(0.08
)

$
(0.03
)

$
(0.08
)Weighted average number of shares outstanding Basic


135,259,514



124,336,078



106,265,880



84,672,174Diluted


135,259,514



124,336,078



106,265,880



84,672,174   22.
    Subsequent
    Events    Status
    of our Offering
     164




---



##### Table of Contents



Healthcare
    Trust of America, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Financing
  12-month
    Credit
    Facility Repayment
    Share
    Repurchases
    Distributions
       165




---



##### Table of Contents



Healthcare
    Trust of America, Inc.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Completed
    Acquisitions
  
    On February 11, 2011, we closed on the final building
    within a portfolio of three medical office buildings located in
    Phoenix, Arizona. This one story, approximately
    20,000 square foot medical office building was purchased
    for $3,762,000 and has an occupancy rate of approximately 84%.
    As discussed in Note 18, Business Combinations, the other
    two buildings comprising this portfolio were purchased during
    the year ended December 31, 2010. The aggregate purchase
    price of the total portfolio was $39,494,000 and the aggregate
    gross leasable area acquired is approximately
    201,000 square feet. The portfolio has an aggregate
    weighted average occupancy rate of approximately 95%.
    On February 16, 2011, we closed on the final building
    within a portfolio of nine medical office buildings located in
    Albany and Carmel, New York, North Adams, Massachusetts, and
    Temple Terrace Florida, the aggregate purchase price for which
    was $196,646,000. As discussed in Note 18, Business
    Combinations, the other eight buildings comprising the remainder
    of this portfolio were purchased during the year ended
    December 31, 2010. This particular building, purchased for
    $9,182,000 is located in North Adams, Massachusetts has
    approximately 47,000 square feet of gross leasable area and
    is 100% occupied.
    On March 24, 2011, we closed on a portfolio of two medical
    office buildings located in Bristol, Tennessee, both of which
    are located near the campus of Wellmont Health Systems
    Bristol Regional Medical Center. The first building, which is a
    two-story, approximately 40,000 square foot medical office
    building, was purchased for $5,925,000 and is 100% occupied. The
    second building, the purchase price for which was $17,445,000,
    is a three-story medical office building consisting of
    approximately 81,000 square feet. This building is also
    100% occupied.  Amended
    and Restated 2006 Incentive Plan
    April
    2011 Distributions
   166




---



##### Table of Contents



Healthcare
    Trust of America, Inc.
  SCHEDULE II 
    VALUATION AND QUALIFYING ACCOUNTS
 December 31,
    2010
  Balance at





AdjustmentsBeginning


Charged to


to Valuation





Balance atof Period


Expenses


Accounts


Deductions


End of PeriodYear Ended December 31, 2008Allowance for doubtful accounts

$



$
442,000


$



$
44,000


$
398,000Year Ended December 31, 2009Allowance for doubtful accounts

$
398,000


$
965,000


$



$
141,000


$
1,222,000Year Ended December 31, 2010Allowance for doubtful accounts

$
1,222,000


$
1,022,000


$



$
318,000


$
1,926,000


167




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##### Table of Contents



Healthcare
    Trust of America, Inc.
    SCHEDULE III  REAL ESTATE INVESTMENTS AND
    ACCUMULATED DEPRECIATION
    December 31, 2010
    Cost


Gross Amount at WhichInitial Cost to Company


Capitalized


Carried at Close of PeriodBuildings,


Subsequent





Buildings,Improvements and


to





Improvements and





Accumulated




DateEncumbrances


Land


Fixtures


Acquisition(a)


Land


Fixtures


Total(b)


Depreciation(d)(e)


Date of construction

acquiredSouthpointe Office Parke and Epler Parke I (Medical Office)

Indianapolis, IN

$
9,121,000


$
2,889,000


$
10,015,000


$
4,700,000


$
2,889,000


$
14,716,000


$
17,605,000



(2,145,000)


1991 &1996/2002


1/22/2007Crawfordsville Medical Office Park and Athens Surgery Center
    (Medical Office)

Crawfordsville, IN


4,256,000



699,000



5,474,000



20,000



699,000



5,494,000



6,193,000



(747,000)


1998/2000


1/22/2007The Gallery Professional Building (Medical Office)

St. Paul, MN


6,000,000



1,157,000



5,009,000



2,587,000



1,157,000



7,596,000



8,753,000



(1,300,000)


1979


3/9/2007Lenox Office Park, Building G (Office)

Memphis, TN


12,000,000



1,670,000



13,626,000



67,000



1,670,000



13,693,000



15,363,000



(2,518,000)


2000


3/23/2007Commons V Medical Office Building (Medical Office)

Naples, FL


9,672,000



4,173,000



9,070,000



61,000



4,173,000



9,131,000



13,304,000



(1,032,000)


1991


4/24/2007Yorktown Medical Center and Shakerag Medical Center (Medical
    Office)

Peachtree City and Fayetteville, GA


13,434,000



3,545,000



15,792,000



1,988,000



3,545,000



17,780,000



21,325,000



(2,516,000)


1987/1994


5/2/2007Thunderbird Medical Plaza (Medical Office)

Glendale, AZ


13,741,000



3,842,000



19,680,000



1,352,000



3,842,000



21,032,000



24,874,000



(2,792,000)


1975, 1983, 1987


5/15/2007Triumph Hospital Northwest and Triumph Hospital Southwest
    (Healthcare Related Facility)

Houston and Sugarland, TX






3,047,000



28,550,000







3,047,000



28,550,000



31,597,000



(4,139,000)


1986/1989


6/8/2007Gwinnett Professional Center (Medical Office)

Lawrenceville, GA


5,417,500



1,290,000



7,246,000



293,000



1,290,000



7,539,000



8,829,000



(1,057,000)


1985


7/27/20071 and 4 Market Exchange (Medical Office)

Columbus, OH


0



2,326,000



17,208,000



1,387,000



2,326,000



18,595,000



20,921,000



(2,025,000)


2001/2003


8/15/2007Kokomo Medical Office Park (Medical Office)

Kokomo, IN


0



1,779,000



9,613,000



308,000



1,779,000



9,921,000



11,700,000



(1,520,000)


1992, 1994, 1995, 2003


8/30/2007St. Mary Physicians Center (Medical Office)

Long Beach, CA






1,815,000



10,242,000



115,000



1,815,000



10,358,000



12,173,000



(951,000)


1992


9/5/20072750 Monroe Boulevard (Office)

Valley Forge, PA






2,323,000



22,631,000



14,000



2,323,000



22,645,000



24,968,000



(2,631,000)


1985


9/10/2007East Florida Senior Care Portfolio (Healthcare Related Facility)

Jacksonville, Winter Park and Sunrise,FL


0



10,078,000



34,870,000







10,078,000



34,869,000



44,948,000



(4,907,000)


1985, 1988, 1989


9/28/2007Northmeadow Medical Center (Medical Office)

Roswell, GA


7,545,000



1,245,000



9,109,000



174,000



1,245,000



9,283,000



10,528,000



(1,215,000)


1999


11/15/2007Tucson Medical Office Portfolio (Medical Office)

Tucson, AZ






1,309,000



17,574,000



403,000



1,309,000



17,976,000



19,286,000



(2,127,000)


1979, 1980, 1994 1970, 1985, 1990,


11/20/2007Lima Medical Office Portfolio (Medical Office)

Lima, OH






701,000



19,052,000



86,000



701,000



19,137,000



19,839,000



(2,531,000)


1996, 2004, 1920


12/7/2007Highlands Ranch Park Plaza (Medical Office)

Highlands Ranch, CO


8,853,000



2,240,000



10,426,000



709,000



2,240,000



11,136,000



13,376,000



(1,536,000)


19,831,985


12/19/2007Park Place Office Park (Medical Office)

Dayton, OH


10,943,000



1,987,000



11,341,000



275,000



1,987,000



11,616,000



13,603,000



(1,670,000)


1987, 1988, 2002


12/20/2007Chesterfield Rehabilitation Center (Medical Office)

Chesterfield, MO


22,000,000



4,212,000



27,901,000



771,000



4,313,000



28,570,400



32,883,400



(2,467,000)


2007


12/20/2007Medical Portfolio 1 (Medical Office)

Overland, KS and Largo, Brandon, and Lakeland, FL


19,580,000



4,206,000



28,373,000



1,393,000



4,206,000



29,766,000



33,972,000



(3,364,000)


1978, 1986, 1997, 1995


2/1/2008  168




---



##### Table of Contents



Healthcare
    Trust of America, Inc.
  SCHEDULE III 
    REAL ESTATE INVESTMENTS AND
 ACCUMULATED
    DEPRECIATION  (Continued)
  Cost


Gross Amount at WhichInitial Cost to Company


Capitalized


Carried at Close of PeriodBuildings,


Subsequent





Buildings,Improvements and


to





Improvements and





Accumulated




DateEncumbrances


Land


Fixtures


Acquisition(a)


Land


Fixtures


Total(b)


Depreciation(d)(e)


Date of construction

acquiredFort Road Medical Building (Medical Office)

St. Paul, MN

$
0


$
1,571,000


$
5,786,000



199,000


$
1,571,000


$
5,984,000


$
7,556,000



(615,000)


1981


3/6/2008Liberty Falls Medical Plaza (Medical Office)

Liberty Township, OH






842,000



5,640,000



514,000



842,000



6,153,000



6,996,000



(664,000)


2008


3/19/2008Epler Parke Building B (Medical Office)

Indianapolis, IN


3,734,000



857,000



4,461,000



(4,610,000
)


857,000



(148,000
)


708,000






2004


3/24/2008Cypress Station Medical Office Building (Medical Office)

Houston, TX


7,043,000



1,345,000



8,312,000



584,000



1,345,000



8,897,000



10,241,000



(945,000)


1981/2004-2006


3/25/2008Vista Professional Center (Medical Office)

Lakeland, FL






1,082,000



3,588,000



27,000



1,082,000



3,614,819



4,696,819



(547,000)


1996/1998


3/27/2008Senior Care Portfolio 1 (Healthcare Related Facility)

Arlington, Galveston, Port Arthur and Texas City, TX and Lomita
    and El Monte, CA


0



4,871,000



30,002,000







4,871,000



30,002,000



34,873,000



(2,609,000)


1993, 1994, 1994, 1994/1996 1964/1969 1959/1963


VariousAmarillo Hospital (Healthcare Related Facility)

Amarillo, TX






1,110,000



17,688,000



5,000



1,110,000



17,693,000



18,803,000



(1,327,000)


2007


5/15/20085995 Plaza Drive (Office)

Cypress, CA


16,276,000



5,109,000



17,961,000



161,000



5,109,000



18,122,000



23,231,000



(1,806,000)


1986


5/29/2008Nutfield Professional Center (Medical Office)

Derry, NH


8,518,000



1,075,000



10,320,000



102,000



1,075,000



10,423,000



11,497,000



(774,000)


1963/1990 & 1996


6/3/2008SouthCrest Medical Plaza (Medical Office)

Stockbridge, GA


12,870,000



4,259,000



14,636,000



119,000



4,259,000



14,755,000



19,014,000



(1,589,000)


2005-2006


6/24/2008Medical Portfolio 3 (Medical Office)

Indianapolis, IN


58,000,000



9,355,000



70,259,000



6,555,000



9,355,000



76,813,000



86,169,000



(9,056,000)


1995, 1993, 1994, 1996, 1993, 1995, 1989, 1988, 1989, 1992, 1989


6/26/2008Academy Medical Center (Medical Office)

Tuczon, AZ


4,851,000



1,193,000



6,106,000



375,000



1,193,000



6,481,000



7,674,000



(813,000)


1975-1985


6/26/2008Decatur Medical Plaza (Medical Office)

Decatur, GA


7,900,000



3,166,000



6,862,000



325,000



3,166,000



7,187,000



10,353,000



(631,000)


1976


6/27/2008Medical Portfolio 2 (Medical Office)

OFallon and St. Louis, MO and Keller and Wichita
    Falls, TX


29,311,000



5,360,000



33,506,000



71,000



5,360,000



33,576,000



38,937,000



(3,372,000)


2001, 2001, 2006, 1957/1989/2003 & 2003


VariousRenaissance Medical Centre (Medical Office)

Bountiful, UT


19,703,000



3,701,000



24,442,000



39,000



3,701,000



24,481,000



28,182,000



(1,708,000)


2004


6/30/2008Oklahoma City Medical Portfolio (Medical Office)

Oklahoma City, OK










25,976,000



1,505,000







27,481,000



27,481,000



(2,044,000)


1991, 1996/2007


9/16/2008Medical Portfolio 4 (Medical Office)

Phoenix, AZ, Parma and Jefferson West, OH, and Waxahachie,
    Greenville, and Cedar Hill, TX


8,029,000



2,632,000



38,652,000



1,200,000



2,632,000



39,852,000



42,484,000



(3,248,000)


1972/1980 & 2006, 1977, 1984, 2006, 2007, 2007


VariousMountain Empire Portfolio (Medical Office)

Kingsport and Bristol, TN and Pennington Gap and Norton, VA


18,408,000



804,000



20,149,000



630,000



804,000



20,775,000



21,579,000



(2,692,000)


1986/1991/1993/1982/1990,1997/1976 & 2007, 1986, 1993
    & 1995, 1981 & 1987/1999


9/12/2008Mountain Plains  TX (Medical Office)

San Antonio and Webster, TX






1,248,000



34,857,000



(14,000
)


1,248,000



34,843,000



36,091,000



(2,405,000)


1998, 2005, 2006, 2006


12/18/2008Marietta Health Park (Medical Office)

Marietta, GA


7,200,000



1,276,000



12,197,000



200,000



1,276,000



12,397,000



13,673,000



(1,017,000)


2000


12/22/2008Wisconsin Medical Portfolio 1

Milwaukee, WI






1,980,000



26,032,000







1,980,000



26,032,000



28,012,000



(2,168,000)


1964/1969, 1983-1997 & 2007


2/27/2009Wisconsin Medical Portfolio 2

Franklin, WI


9,952,000



1,574,000



31,655,000







1,574,000



31,655,000



33,229,000



(2,007,000)


2001-2004


5/28/2009Greenville Hospital Portfolio

Greenville, SC


71,220,000



3,952,000



135,776,000



923,000



3,952,000



136,699,000



140,651,000



(5,187,000)


1974, 1982-1999, & 2004-2009


9/18/2009  169




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##### Table of Contents



Healthcare
    Trust of America, Inc.
  SCHEDULE III 
    REAL ESTATE INVESTMENTS AND
 ACCUMULATED
    DEPRECIATION  (Continued)
  Cost


Gross Amount at WhichInitial Cost to Company


Capitalized


Carried at Close of PeriodBuildings,


Subsequent





Buildings,Improvements and


to





Improvements and





Accumulated




DateEncumbrances


Land


Fixtures


Acquisition(a)


Land


Fixtures


Total(b)


Depreciation(d)(e)


Date of construction

acquiredMary Black Medical Office Building

Spartanburg, SC










12,523,000











12,523,000



12,523,000



(504,000)


2006


12/11/2009Hampden Place Medical Office Building

Englewood, CO


8,551,000



3,032,000



12,553,000



1,000



3,032,000



12,554,000



15,586,000



(475,000)


2004


12/21/2009Dallas LTAC Hospital

Dallas, TX






2,301,000



20,627,000







2,301,000



20,627,000



22,928,000



(602,000)


2007


12/23/2009Smyth Professional Building

Baltimore, MD










7,760,000



(80,000
)






7,680,000



7,680,000



(394,000)


1984


12/30/2009Atlee Medical Portfolio

Coriscana, TX and Ft. Wayne, IN and San Angelo, TX










17,267,000











17,267,000



17,267,000



(588,000)


2007-2008


12/30/2009Denton Medical Rehabilitation Hospital

Denton, TX






2,000,000



11,705,000







2,000,000



11,704,000



13,705,000



(402,000)


2008


12/30/2009Banner Sun City Medical Portfolio

Sun City, AZ and Sun City West, AZ


44,551,000



744,000



70,035,000



783,000



744,000



70,817,000



71,562,000



(3,840,000)


1971-1997 & 2001-2004


12/31/2009Camp Creek

Atlanta, GA






2,022,000



12,965,000







2,022,000



12,965,000



14,987,000



(525,000)


2006


3/2/2010King Street

Jacksonville, GA


6,429,000



0



7,232,000











7,232,000



7,232,000



(183,000)


2007


3/9/2010Deaconess Evansville Clinic Portfolio

Evansville, IN


21,151,000



2,109,000



36,180,000







2,109,000



36,180,000



38,289,000



(970,000)


1952-2006/1994


3/23/2010Sugar Land II Medical Office Building

Sugar Land, TX






0



9,648,000



22,000







9,670,000



9,670,000



(248,000)


1999


3/23/2010East Cooper Medical Center

Mount Pleasant, SC






2,073,000



5,939,000



11,000



2,073,000



5,950,000



8,023,000



(213,000)


1992


3/31/2010Pearland Medical Portfolio

Pearland, TX


2,361,000



1,602,000



7,017,000







1,602,000



7,017,000



8,619,000



(228,000)


2003-2007


3/31/2010Hilton Head Medical Portfolio

Hilton Head Island, SC






1,333,000



7,463,000







1,333,000



7,463,000



8,796,000



(177,000)


1996-2010


3/31/2010NIH @ Triad Technology Center

Baltimore, MD


11,961,000



0



26,548,000











26,548,000



26,548,000



(547,000)


1989


3/31/2010Federal North Medical Office Building

Pittsburgh, PA






2,489,000



30,268,000







2,489,000



30,268,000



32,757,000



(590,000)


1999


4/29/2010Balfour Concord Portfolio

Denton,TX and Lewisville,TX


4,592,000



452,000



11,384,000







452,000



11,384,000



11,836,000



(198,000)


2000


6/25/2010Cannon Park Place

Charleston, SC






425,000



8,651,000







425,000



8,651,000



9,076,000



(126,000)


1998


6/28/20107900 Fannin

Houston, TX


22,602,000



0



34,764,000



25,000







34,789,000



34,789,000



(515,000)


2005


6/30/2010Overlook at Eagles Landing

Stockbridge, GA


5,408,000



638,000



6,685,000







638,000



6,685,000



7,323,000



(121,000)


2004


7/15/2010Sierra Vista Medical Office Building

San Luis Obispo, CA






0



11,900,000











11,900,000



11,900,000



(150,000)


2009


8/4/2010Orlando Medical Portfolio

Orlando, FL






0



14,226,000



17,000







14,243,000



14,243,000



(146,000)


1998-2000


9/29/2010Santa Fe Medical Portfolio

Sante Fe, NM


3,555,000



1,539,000



11,716,000







1,539,000



11,716,000



13,255,000



(67,000)


1978/2010-1985/2004


9/30/2010Rendina Medical Portfolio

Las Vegas, NV and Poughkeepsie, NY and St. Louis, MO and
    Tucson, AZ and Wellington, FL


18,892,000



0



68,488,000



34,000







68,522,000



68,522,000



(345,000)


2006-2008


9/30/2010Allegheny HQ Building

Pittsburgh, PA






1,514,000



32,368,000







1,514,000



32,368,000



33,882,000



(180,000)


2002


10/29/2010Raleigh Medical Center

Raleigh, NC






1,281,000



12,530,000







1,281,000



12,530,000



13,811,000



(79,000)


1989


11/12/2010Columbia Medical Portfolio

Albany, NY, and Latham, NY, and Temple Terrace, FL and Carmel NY


95,879,000



9,567,000



153,437,000







9,567,000



153,437,000



163,004,000



(281,000)


1964-2007


11/19/2010Florida Orthopedic ASC

Temple Terrace, FL






752,000



4,211,000







752,000



4,211,000



4,963,000



(15,000)


2001


12/8/2010Select Medical LTACH

Augusta, GA and Dallas, TX and Orlando, FL, and Tallahassee, FL






12,719,000



76,186,000







12,719,000



76,186,000



88,905,000






2006-2007


12/17/2010Phoenix MOB Portfolio

Phoenix, AZ


25,050,000



605,000



29,343,000







605,000



29,343,000



29,948,000






1989-2004


12/22/2010Medical Park of Cary

Cary, NC






2,931,000



19,855,000







2,931,000



19,855,000



22,786,000






1996


12/30/2010$
696,559,500


$
167,023,000


$
1,709,139,000


$
26,426,000


$
167,124,000


$
1,735,456,219


$
1,902,586,219



(105,123,000)  170




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##### Table of Contents






Healthcare
    Trust of America, Inc.
  SCHEDULE III 
    REAL ESTATE INVESTMENTS AND
 ACCUMULATED
    DEPRECIATION  (Continued)
      AmountBalance as of December 31, 2007

$
357,578,000Acquisitions


473,132,000Additions


6,590,000Dispositions


(1,730,000
)Balance as of December 31, 2008


835,570,000Acquisitions


363,679,000Additions


7,556,000Dispositions


(327,000
)Balance as of December 31, 2009


1,206,478,000Acquisitions


683,055,000Additions


13,358,000Dispositions


(305,000
)Balance as of December 31, 2010

$
1,902,586,000   (c)
    
    The aggregate cost of our real estate (both operating properties
    and those classified as held for sale as of December 31,
    2010) for federal income tax purposes was $2,262,357,000.(d)
    
    The changes in accumulated depreciation (including both our
    operating properties and those classified as held for sale as of
    December 31, 2010) for the years ended
    December 31, 2010, 2009 and 2008 are as follows:  AmountAdditions

$
20,523,000Dispositions


(461,000
)Balance as of December 31, 2008


24,650,000Additions


32,189,000Dispositions


(150,000
)Balance as of December 31, 2009


56,689,000Additions


48,737,000Dispositions


(303,000
)Balance as of December 31, 2010

$
105,123,000   (e)
    
    The cost of building and improvements is depreciated on a
    straight-line basis over the estimated useful lives of
    39 years and the shorter of the lease term or useful life,
    ranging from one month to 240 months, respectively.
    Furniture, fixtures and equipment is depreciated over five years. 171




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##### Table of Contents



Healthcare
    Trust of America, Inc.
  SCHEDULE IV 
    MORTGAGE LOANS ON REAL ESTATE ASSETS
 12/31/2010
  Periodic





CarryingPayment


Face Amount


Amount ofMortgage Loans

Description

Security


Interest Rate


Maturity Date


Terms(4)


of Mortgages


MortgagesMacNeal Hospital Medical Office Building Berwyn, Illinois

Medical Office Building


Property



5.95
%(1)


11/01/2011



I


$
7,500,000


$
6,988,000MacNeal Hospital Medical Office Building Berwyn, Illinois

Medical Office Building


Property



5.95
%(1)


11/01/2011



I



7,500,000



6,988,000St. Lukes Medical Office Building Phoenix, Arizona

Medical Office Building


Property



5.85
%(2)


11/01/2011



I



3,750,000



3,495,000St. Lukes Medical Office Building Phoenix, Arizona

Medical Office Building


Property



5.85
%(2)


11/01/2011



I



1,250,000



1,165,000Rush Presbyterian Medical Office Building Oak Park, Illinois

Medical Office Building


Property



7.76
%(3)


12/01/2014



I



41,150,000



38,455,000Total



















$
61,150,000


$
57,091,000     (1)
    
    The effective interest rate associated with these notes as of
    December 31, 2010 is 7.93%.(2)
    
    The effective interest rate associated with these notes as of
    December 31, 2010 is 7.80%.(3)
    
    Represents an average interest rate for the life of the note
    with an effective interest rate of 8.6%.(4)
    
    I = Interest only    Balance at December 31, 2009

$
54,763,000Additions:New mortgage loans


Amortization of discount and capitalized loan costs


2,328,000Deductions:Collections of principal


Balance at December 31, 2010

$
57,091,000  172




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##### Table of Contents



SIGNATURES    Healthcare
    Trust of America, Inc.(Registrant)By

/s/  Scott
    D. PetersScott
    D. Peters

Chief Executive Officer, President and Chairman of the Board
    (principal executive officer)Date

March 25, 2011By

/s/  Kellie
    S. PruittKellie
    S. Pruitt

Chief Financial Officer
    (principal financial officer and principal
    accounting officer)Date

March 25, 2011    By

/s/  Scott
    D. PetersScott
    D. Peters

Chief Executive Officer, President and Chairman of the Board
    (principal executive officer)Date

March 25, 2011By

/s/  Kellie
    S. PruittKellie
    S. Pruitt

Chief Financial Officer
    (principal financial officer and principal
    accounting officer)Date

March 25, 2011By

/s/  Maurice
    J. DeWaldMaurice
    J. DeWald

DirectorDate

March 25, 2011By

/s/  W.
    Bradley Blair, IIW.
    Bradley Blair, II

DirectorDate

March 25, 2011By

/s/  Warren
    D. FixWarren
    D. Fix

DirectorDate

March 25, 2011By

/s/  Larry
    L. MathisLarry
    L. Mathis

DirectorDate

March 25, 2011By

/s/  Gary
    T. WescombeGary
    T. Wescombe

DirectorDate

March 25, 2011  173




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##### Table of Contents



EXHIBIT INDEX
        Regulation S-K,
  Form 10-K Regulation S-K).
  3.1

Fourth Articles of Amendment and Restatement (included as
    Exhibit 3.1 to our Current Report on
    Form 8-K
    filed December 20, 2010 and incorporated herein by
    reference).3.2

Bylaws of NNN Healthcare/Office REIT, Inc. (included as
    Exhibit 3.2 to our Registration Statement on
    Form S-11
    (Commission File.
    No. 333-133652)
    filed on April 28, 2006 and incorporated herein by
    reference)3.3

Amendment to the Bylaws of Grubb & Ellis Healthcare
    REIT, Inc., effective April 21, 2009 (included as
    Exhibit 3.4 to Post-Effective Amendment No. 11 to our
    Registration Statement on
    Form S-11
    (File
    No. 333-133652)
    filed on April 21, 20093.4

Amendment to the Bylaws of Grubb & Ellis Healthcare
    REIT, Inc., effective January 1, 2011 (included as
    Exhibit 3.2 to our Current Report on
    Form 8-K
    filed August 27, 2009 and incorporated herein by reference)4.1

Healthcare Trust of America, Inc. Share Repurchase Plan,
    effective August 25, 2008 (included as Exhibit C to
    our Post-Effective Amendment No. 14 to the
    Form S-11
    filed on October 23, 2009 and incorporated herein by
    reference)4.2

Healthcare Trust of America, Inc. Distribution Reinvestment
    Plan, effective September 20, 2006 (included as
    Exhibit B to our Post-Effective Amendment No. 14 to
    the
    Form S-11
    filed on October 23, 2009 and incorporated herein by
    reference)10.1

Agreement of Limited Partnership of NNN Healthcare/Office REIT
    Holdings, L.P. (included as Exhibit 10.2 to our Quarterly
    Report on
    Form 10-Q
    for the quarter ended September 30, 2006 and incorporated
    herein by reference)10.2

Amendment No. 1 to Agreement of Limited Partnership of
    Grubb & Ellis Healthcare REIT Holdings, LP (included
    as Exhibit 10.2 to our Current Report on
    Form 8-K
    filed on November 19, 2008 and incorporated herein by
    reference)10.3

Amendment No. 2 to Agreement of Limited Partnership of
    Grubb & Ellis Healthcare REIT Holdings, LP by
    Healthcare Trust of America, Inc. (formerly known as
    Grubb & Ellis Healthcare REIT, Inc.) dated as of
    August 24, 2009 (included as Exhibit 10.1 to our
    Current Report on
    Form 8-K
    filed August 27, 2009 and incorporated herein by reference)10.4

NNN Healthcare/Office REIT, Inc. 2006 Incentive Plan (including
    the 2006 Independent Directors Compensation Plan) (included as
    Exhibit 10.3 to our Registration Statement on
    Form S-11
    (Commission File
    No. 333-133652)
    filed on April 28, 2006 and incorporated herein by
    reference) 174




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##### Table of Contents



10.5

Amendment to the NNN Healthcare/Office REIT, Inc. 2006 Incentive
    Plan (including the 2006 Independent Directors Compensation
    Plan) (included as Exhibit 10.4 to Amendment No. 6 to
    our Registration Statement on
    Form S-11
    (Commission File
    No. 333-133652)
    filed on September 12, 2006 and incorporated herein by
    reference)10.6

Amendment to the Grubb & Ellis Healthcare REIT, Inc.
    2006 Independent Directors Compensation Plan, effective
    January 1, 2009 (included as Exhibit 10.68 in our
    Annual Report of
    Form 10-K
    filed March 27, 2009 and incorporated herein by reference)10.7

Amendment to the Healthcare Trust of America, Inc. 2006
    Independent Directors Compensation Plan, effective as of
    May 20, 2010 (included as Exhibit 10.1 to our
    Quarterly Report on
    Form 10-Q
    filed August 16, 2010 and incorporated herein by reference).10.8

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 March 2, 2011 and incorporated herein by reference).10.9

Employment Agreement between Grubb & Ellis Healthcare
    REIT, Inc. and Scott D. Peters, effective as of July 1,
    2009 (included as Exhibit 10.1 to our Current Report on
    Form 8-K
    filed July 8, 2009 and incorporated herein by reference)10.10

Amendment to Employment Agreement with Scott D. Peters,
    effective as of May 20, 2010 (included as Exhibit 10.2
    to our Quarterly Report on
    Form 10-Q
    filed August 16, 2010 and incorporated herein by reference).10.11

Employment Agreement between Grubb & Ellis Healthcare
    REIT, Inc. and Mark Engstrom, effective as of July 1, 2009
    (included as Exhibit 10.2 to our Current Report on
    Form 8-K
    filed July 8, 2009 and incorporated herein by reference)10.12

Employment Agreement between Grubb & Ellis Healthcare
    REIT, Inc. and Kellie S. Pruitt, effective as of July 1,
    2009 (included as Exhibit 10.3 to our Current Report on
    Form 8-K
    filed July 8, 2009 and incorporated herein by reference)10.13

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 December 20, 2010 and incorporated herein by
    reference).10.14

Form of Indemnification Agreement executed by Kellie S. Pruitt
    and Mark D. Engstrom (included as Exhibit 10.2 to our
    Current Report on
    Form 8-K
    filed December 20, 2010 and incorporated herein by
    reference).10.15

Purchase and Sale Agreement by and between Greenville Hospital
    System and HTA Greenville, LLC, dated July 15, 2009
    (included as Exhibit 10.1 to our Current Report on
    Form 8-K
    filed July 16, 2009 and incorporated herein by reference)10.16

First Amendment to Purchase and Sale Agreement by and between
    Greenville Hospital System and HTA Greenville, LLC, dated
    August 14, 2009 (included as Exhibit 10.1 to our
    Current Report on
    Form 8-K
    filed August 20, 2009 and incorporated herein by reference)10.17

Second Amendment to Agreement of Sale and Purchase by and
    between Greenville Hospital System and HTA Greenville, LLC,
    dated August 21, 2009 (included as Exhibit 10.2 to our
    Current Report on
    Form 8-K
    filed August 27, 2009 and incorporated herein by reference)10.18

Third Amendment to Agreement of Sale and Purchase by and between
    Greenville Hospital System and HTA Greenville, LLC, dated
    August 26, 2009 (included as Exhibit 10.3 to our
    Current Report on
    Form 8-K
    filed August 27, 2009 and incorporated herein by reference)10.19

Fourth Amendment to Agreement of Sale and Purchase by and
    between Greenville Hospital System and HTA 
    Greenville, LLC, dated September 4, 2009 (included as
    Exhibit 10.1 to our Current Report on
    Form 8-K,
    filed September 11, 2009 and incorporated herein by
    reference)10.20

Future Development Agreement by and between HTA 
    Greenville, LLC and Greenville Hospital System, dated
    September 9, 2009 (included as Exhibit 10.1 to our
    Current Report on
    Form 8-K,
    filed September 22, 2009 and incorporated herein by
    reference) 175




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##### Table of Contents



10.21

Right of First Opportunity by and between HTA 
    Greenville, LLC and Greenville Hospital System, dated
    September 9, 2009 (included as Exhibit 10.2 to our
    Current Report on
    Form 8-K,
    filed September 22, 2009 and incorporated herein by
    reference)10.22

Credit Agreement by and among Healthcare Trust of America
    Holdings, LP, Healthcare Trust of America, Inc., JPMorgan Chase
    Bank, N.A., Wells Fargo Bank, N.A., Deutsche Bank Securities
    Inc., U.S. Bank National Association and Fifth Third Bank and
    the Lenders Party Hereto, dated November 22, 2010 (included
    as Exhibit 10.1 to our Current Report on
    Form 8-K
    filed November 23, 2010 and incorporated herein by
    reference).10.23

Guaranty for the benefit of JPMorgan Chase Bank, N.A. dated
    November 22, 2010 by Healthcare Trust of America, Inc. and
    certain Subsidiaries of Healthcare Trust of America, Inc. named
    therein (included as Exhibit 10.2 to our Current Report on
    Form 8-K
    filed November 23, 2010 and incorporated herein by
    reference).10.24

Purchase and Sale Agreement dated October 26, 2010 by and
    between COLUMBIA NAH GROUP, LLC and HTA  NORTHERN
    BERKSHIRE, LLC (included as Exhibit 10.7 to Post-Effective
    Amendment No. 1 to the Companys
    Form S-11
    Registration Statement (Commission File
    No. 333-158418),
    filed on December 27, 2010 and incorporated herein by
    reference).10.25

Purchase and Sale Agreement dated October 26, 2010 by and
    between COLUMBIA 90 ASSOCIATES, LLC and HTA  REGION
    HEALTH, LLC (included as Exhibit 10.8 to Post-Effective
    Amendment No. 1 to the Companys
    Form S-11
    Registration Statement (Commission File
    No. 333-158418),
    filed on December 27, 2010 and incorporated herein by
    reference).10.26

Purchase and Sale Agreement dated October 26, 2010 by and
    between WASHINGTON AVE. CAMPUS, LLC and HTA  1223
    WASHINGTON, LLC (included as Exhibit 10.9 to Post-Effective
    Amendment No. 1 to the Companys
    Form S-11
    Registration Statement (Commission File
    No. 333-158418),
    filed on December 27, 2010 and incorporated herein by
    reference).10.27

Purchase and Sale Agreement dated October 26, 2010 by and
    between COLUMBIA TEMPLE TERRACE, LLC and HTA  13020
    TELECOM, LLC (included as Exhibit 10.10 to Post-Effective
    Amendment No. 1 to the Companys
    Form S-11
    Registration Statement (Commission File
    No. 333-158418),
    filed on December 27, 2010 and incorporated herein by
    reference).10.28

Purchase and Sale Agreement dated October 26, 2010 by and
    between PATROON CREEK BLVD, LLC and HTA  PATROON
    CREEK, LLC (included as Exhibit 10.11 to Post-Effective
    Amendment No. 1 to the Companys
    Form S-11
    Registration Statement (Commission File
    No. 333-158418),
    filed on December 27, 2010 and incorporated herein by
    reference).10.29

Purchase and Sale Agreement dated October 26, 2010 by and
    between COLUMBIA PHC GROUP, LLC and HTA  PUTNAM
    CENTER, LLC (included as Exhibit 10.12 to Post-Effective
    Amendment No. 1 to the Companys
    Form S-11
    Registration Statement (Commission File
    No. 333-158418),
    filed on December 27, 2010 and incorporated herein by
    reference).10.30

Purchase and Sale Agreement dated October 26, 2010 by and
    between PINSTRIPES, LLC and HTA  1092 MADISON, LLC
    (included as Exhibit 10.13 to Post-Effective Amendment
    No. 1 to the Companys
    Form S-11
    Registration Statement (Commission File
    No. 333-158418),
    filed on December 27, 2010 and incorporated herein by
    reference).10.31

Purchase and Sale Agreement dated October 26, 2010 by and
    between COLUMBIA WASHINGTON VENTURES, LLC and HTA 
    WASHINGTON MEDICAL ARTS I, LLC (included as
    Exhibit 10.14 to Post-Effective Amendment No. 1 to the
    Companys
    Form S-11
    Registration Statement (Commission File
    No. 333-158418),
    filed on December 27, 2010 and incorporated herein by
    reference).10.32

Purchase and Sale Agreement dated October 26, 2010 by and
    between 1375 ASSOCIATES, LLC, ERLY REALTY DEVELOPMENT, INC, and
    HTA  WASHINGTON MEDICAL ARTS II, LLC (included as
    Exhibit 10.15 to Post-Effective Amendment No. 1 to the
    Companys
    Form S-11
    Registration Statement (Commission File
    No. 333-158418),
    filed on December 27, 2010 and incorporated herein by
    reference). 176




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##### Table of Contents



21.1*

Subsidiaries of Healthcare Trust of America, Inc.23.1*

Consent of Independent Registered Public Accounting Firm31.1*

Certification of Chief Executive Officer, pursuant to
    Section 302 of the Sarbanes-Oxley Act of 200231.2*

Certification of Chief Financial Officer, pursuant to
    Section 302 of the Sarbanes-Oxley Act of 200232.1*

Certification of Chief Executive Officer, pursuant to
    18 U.S.C. Section 1350, as created by Section 906
    of the Sarbanes-Oxley Act of 200232.2*

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     *
    
    Filed herewith.
    
    Compensatory plan or arrangement. 177