##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, 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,
    2009oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934   Commission file number
    001-32559
      Medical Properties Trust,
    Inc.
 (Exact Name of Registrant as
    Specified in Its Charter)
  Maryland(State or Other Jurisdiction
    of Incorporation or Organization)

20-0191742(IRS Employer Identification
    No.)1000 Urban Center Drive, Suite 501
    Birmingham, AL(Address of Principal
    Executive Offices)

35242(Zip
    Code)  (205) 969-3755
 (Registrants telephone
    number, including area code)
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, par value $0.001 per share

New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act:
 None
      þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Regulation S-T o o
  Rule 12b-2
  Large accelerated filer
    o

Accelerated filer
    þ

Non-accelerated filer
    o

Smaller reporting company
    o(Do not check if a smaller
    reporting company)   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K.




---





TABLE OF CONTENTS  A WARNING ABOUT FORWARD LOOKING STATEMENTSPART IITEM 1. BusinessITEM 1A. Risk FactorsITEM 1B. Unresolved Staff CommentsITEM 2. PropertiesITEM 3. Legal ProceedingsPART IIITEM 4. Market for Registrants Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity SecuritiesITEM 5. Selected Financial DataITEM 6. Managements Discussion and Analysis of Financial Condition and Results of OperationsITEM 6A. Quantitative and Qualitative Disclosures about Market RiskITEM 7. Financial Statements and Supplementary DataITEM 8. Changes in and Disagreements With Accountants on Accounting and Financial DisclosureITEM 8A. Controls and ProceduresITEM 8B. Other InformationPART IIIITEM 9. Directors, Executive Officers and Corporate GovernanceITEM 10. Executive CompensationITEM 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersITEM 12. Certain Relationships and Related Transactions, and Director IndependenceITEM 13. Principal Accountant Fees and ServicesPART IVITEM 14. Exhibits and Financial Statement SchedulesSIGNATURESINDEX TO EXHIBITSEX-12.1EX-21.1EX-23.1EX-23.2EX-23.3EX-31.1EX-31.2EX-32    Table of Contents  
  A WARNING
    ABOUT FORWARD LOOKING STATEMENTS
  Form 10-K
  
    our business strategy;
    our projected operating results;
    our ability to acquire or develop net-leased facilities;
    availability of suitable facilities to acquire or develop;
    our ability to enter into, and the terms of, our prospective
    leases and loans;
    our ability to raise additional funds through offerings of our
    debt and equity securities;
    our ability to obtain future financing arrangements;
    estimates relating to, and our ability to pay, future
    distributions;
    our ability to compete in the marketplace;
    lease rates and interest rates;
    market trends;
    projected capital expenditures; and
    the impact of technology on our facilities, operations and
    business.    
    the factors referenced in this Annual Report on
    Form 10-K,
    including those set forth under the sections captioned
    Risk Factors, Managements Discussion and
    Analysis of Financial Condition and Results of Operations;
    and Our Business.
    national and local economic, business, real estate, and other
    market conditions;
    the competitive environment in which we operate;
    the execution of our business plan;
    financing risks;
    acquisition and development risks;
    potential environmental contingencies, and other liabilities;
    other factors affecting the real estate industry generally or
    the healthcare real estate industry in particular;
    our ability to maintain our status as a REIT for federal and
    state income tax purposes;
    our ability to attract and retain qualified personnel;
    federal and state healthcare and other regulatory
    requirements; and (i)




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##### Table of Contents




    the impact of the recent credit crisis and global economic
    slowdown, which has had and may continue to have a negative
    effect on the following, among other things:  
    the financial condition of our tenants, our lenders,
    counterparties to our capped call transactions and institutions
    that hold our cash balances, which may expose us to increased
    risks of default by these parties;
    our ability to obtain debt financing on attractive terms or at
    all, which may adversely impact our ability to pursue
    acquisition and development opportunities and refinance existing
    debt and our future interest expense; and
    the value of our real estate assets, which may limit our ability
    dispose of assets at attractive prices or obtain or maintain
    debt financing secured by our properties or on an unsecured
    basis.    Form 10-K
 (ii)




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PART I
 
  ITEM 1.
    Business  Overview
  state-of-the-art
  Form 10-K
  Form 10-K
  Form 10-K.
  non-U.S. markets
  Revenue
    by property type:
  2009





2008





2007General Acute Care Hospitals

$
90,479



69.7
%

$
81,647



69.9
%

$
60,158



73.6
%Long-term Acute Care Hospitals


25,031



19.3
%


25,200



21.6
%


17,939



21.9
%Rehabilitation Hospitals


10,032



7.7
%


7,418



6.4
%


3,689



4.5
%Wellness Centers


2,549



2.0
%


1,612



1.3
%







%Medical Office Buildings


1,660



1.3
%


894



0.8
%







%Total revenue

$
129,751



100.0
%

$
116,771



100.0
%


81,786



100
%   Form 10-K
  Portfolio
    of Properties
   1




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Outlook
    and Strategy
        
    compelling demographics driving the demand for healthcare
    services;
    specialized nature of healthcare real estate investing; and
    ongoing consolidation of the fragmented healthcare real estate
    sector.      
    admission levels and surgery/procedural volumes by type;
    the historical and prospective operating margins (measured by a
    tenants earnings before interest, taxes, depreciation,
    amortization and facility rent) of each tenant or borrower and
    at each facility;
    the ratio of our tenants and borrowers operating
    earnings both to facility rent and to facility rent plus other
    fixed costs, including debt costs;
    trends in the source of our tenants or borrowers
    revenue, including the relative mix of Medicare,
    Medicaid/MediCal, managed care, commercial insurance, and
    private pay patients;
    the effect of evolving healthcare and other regulations on our
    tenants and borrowers profitability and
    liquidity; and
    the competition and demographics of the local and surrounding
    areas in which the tenants and borrowers operate.  Our
    Leases and Loans
   2




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Significant
    Tenants
          Environmental
    Matters
     3




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California
    Seismic Standards
            state-of-the-art
   4




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Competition
    
    we may have less knowledge than our competitors of certain
    markets in which we seek to invest in or develop facilities;
    many of our competitors have greater financial and operational
    resources than we have;
    our competitors or other entities may pursue a strategy similar
    to ours; and
    some of our competitors may have existing relationships with our
    potential customers.    Insurance
    Employees
    Available
    Information
  Form 10-K, Form 10-Q, Form 8-K, (205) 969-3755.
 
  ITEM 1A.
    Risk
    Factors  The risks and uncertainties described herein are not the only
    ones facing us and there may be additional risks that we do not
    presently know of or that we currently consider not likely to
    have a significant impact on us. All of these risks could
    adversely affect our business, results of operations and
    financial condition.
 5




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RISKS
    RELATED TO OUR BUSINESS AND GROWTH STRATEGY
  Adverse
    economic and geopolitical conditions and dislocations in the
    credit markets could have a material adverse effect on our
    results of operations, financial condition and ability to pay
    distributions to stockholders.
    
    our ability to borrow on terms and conditions that we find
    acceptable, or at all, which could reduce our ability to pursue
    acquisition and development opportunities and refinance existing
    debt, reduce our returns from our acquisition and development
    activities and increase our future interest expense;
    the financial condition of our borrowers, tenants and operators,
    which may result in defaults under loans or leases due to
    bankruptcy, lack of liquidity, operational failures or for other
    reasons;
    the values of our properties and our ability to dispose of
    assets at attractive prices or to obtain debt financing
    collateralized by our properties; and
    the value and liquidity of our short-term investments and cash
    deposits, including 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.  Limited
    access to capital may restrict our growth.
    Our
    indebtedness could adversely affect our financial condition and
    may otherwise adversely impact our business operations and our
    ability to make distributions to stockholders.
      
    require us to use a substantial portion of our cash flow from
    operations to service our indebtedness, which would reduce the
    available cash flow to fund working capital, development
    projects and other general corporate purposes and reduce cash
    for distributions;
    require payments of principal and interest that may be greater
    than our cash flow from operations;
    force us to dispose of one or more of our properties, possibly
    on disadvantageous terms, to make payments on our debt;
    increase our vulnerability to general adverse economic and
    industry conditions; limit our flexibility in planning for, or
    reacting to, changes in our business and the industry in which
    we operate; 6




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
    restrict us from making strategic acquisitions or exploiting
    other business opportunities;
    make it more difficult for us to satisfy our
    obligations; and
    place us at a competitive disadvantage compared to our
    competitors that have less debt.          Our
    use of debt financing will subject us to significant risks,
    including refinancing risk and the risk of insufficient cash
    available for distribution to our stockholders.
  non-amortizing
  Failure
    to hedge effectively against interest rate changes may adversely
    affect our results of operations and our ability to make
    distributions to our stockholders.
    Dependence
    on our tenants for payments of rent and interest may adversely
    impact our ability to make distributions to our
    stockholders.
     7




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It may
    be costly to replace defaulting tenants and we may not be able
    to replace defaulting tenants with suitable replacements on
    suitable terms.
    Our
    revenues are dependent upon our relationship with, and success
    of, Prime and Vibra.
      The
    bankruptcy or insolvency of our tenants under our leases could
    harm our operating results and financial
    condition.
   8




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Our
    business is highly competitive and we may be unable to compete
    successfully.
    
    private investors;
    healthcare providers, including physicians;
    other REITs;
    real estate partnerships;
    financial institutions; and
    local developers.    Most
    of our current tenants have, and prospective tenants may have,
    an option to purchase the facilities we lease to them which
    could disrupt our operations.
       9




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Form 10-K.
  We may
    not be able to adapt our management and operational systems to
    manage the net-leased facilities we have acquired and are
    developing or those that we may acquire or develop in the future
    without unanticipated disruption or expense.
    RISKS
    RELATING TO REAL ESTATE INVESTMENTS
  Our
    real estate and mortgage investments are and will continue to be
    concentrated in a single industry segment, making us more
    vulnerable economically than if our investments were more
    diversified.
    Our
    facilities may not have efficient alternative uses, which could
    impede our ability to find replacement tenants in the event of
    termination or default under our leases.
    Illiquidity
    of real estate investments could significantly impede our
    ability to respond to adverse changes in the performance of our
    facilities and harm our financial condition.
   10




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Development
    and construction risks could adversely affect our ability to
    make distributions to our stockholders.
    
    we may have to compete for suitable development sites;
    our ability to complete construction is dependent on there being
    no title, environmental or other legal proceedings arising
    during construction;
    we may be subject to delays due to weather conditions, strikes
    and other contingencies beyond our control;
    we may be unable to obtain, or suffer delays in obtaining,
    necessary zoning, land-use, building, occupancy healthcare
    regulatory and other required governmental permits and
    authorizations, which could result in increased costs, delays in
    construction, or our abandonment of these projects;
    we may incur construction costs for a facility which exceed our
    original estimates due to increased costs for materials or labor
    or other costs that we did not anticipate; and
    we may not be able to obtain financing on favorable terms, which
    may render us unable to proceed with our development activities.    We may
    be subject to risks arising from future acquisitions of
    healthcare properties.
    
    we may have no previous business experience with the tenants at
    the facilities acquired, and we may face difficulties in
    managing them;
    underperformance of the acquired facilities due to various
    factors, including unfavorable terms and conditions of the
    existing lease agreements relating to the facilities,
    disruptions caused by the management of our tenants or changes
    in economic conditions;
    diversion of our managements attention away from other
    business concerns;
    exposure to any undisclosed or unknown potential liabilities
    relating to the acquired facilities; and
    potential underinsured losses on the acquired facilities.     11




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Our
    facilities may not achieve expected results or we may be limited
    in our ability to finance future acquisitions, which may harm
    our financial condition and operating results and our ability to
    make the distributions to our stockholders required to maintain
    our REIT status.
        If we
    suffer losses that are not covered by insurance or that are in
    excess of our insurance coverage limits, we could lose
    investment capital and anticipated profits.
    Our
    capital expenditures for facility renovation may be greater than
    anticipated and may adversely impact rent payments by our
    tenants and our ability to make distributions to
    stockholders.
    All of
    our healthcare facilities are subject to property taxes that may
    increase in the future and adversely affect our
    business.
   12




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As the
    owner and lessor of real estate, we are subject to risks under
    environmental laws, the cost of compliance with which and any
    violation of which could materially adversely affect
    us.
      Our
    interests in facilities through ground leases expose us to the
    loss of the facility upon breach or termination of the ground
    lease and may limit our use of the facility.
    Healthcare
    Regulatory Matters
   13




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Applicable
    Laws
  Anti-Kickback Statute. § 1320a-7b(b))
    Federal Physician Self-Referral Statute (Stark
    Law).
     14




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##### Table of Contents



The False Claims Act. qui
    tam
  The Civil Monetary Penalties Law.
  HIPAA Administrative Simplification and Privacy
    Requirements.
  Licensure.
  EMTALA.
  Antitrust Laws.
  Healthcare Industry
    Investigations.
 15




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##### Table of Contents



Regulatory and Legislative
    Developments. pay-for-performance
  Health Reform Measures.
  RISKS
    RELATING TO THE HEALTHCARE INDUSTRY
  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
 16




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##### Table of Contents



The
    healthcare industry is heavily regulated and loss of licensure
    or certification or failure to obtain licensure or certification
    could result in the inability of our tenants to make lease
    payments to us.
    Our
    tenants are subject to fraud and abuse laws, the violation of
    which by a tenant may jeopardize the tenants ability to
    make lease and loan payments to us.
   17




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Certain
    of our lease arrangements may be subject to fraud and abuse or
    physician self-referral laws.
      State
    certificate of need laws may adversely affect our development of
    facilities and the operations of our tenants.
     18




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##### Table of Contents



RISKS
    RELATING TO OUR ORGANIZATION AND STRUCTURE
  Maryland
    law and Medical Properties charter and bylaws contain
    provisions which may prevent or deter changes in management and
    third-party acquisition proposals that you may believe to be in
    your best interest, depress the price of Medical Properties
    common stock or cause dilution.
      We
    depend on key personnel, the loss of any one of whom may
    threaten our ability to operate our business
    successfully.
    Our
    UPREIT structure may result in conflicts of interest between
    Medical Properties stockholders and the holders of our
    operating partnership units.
   19




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##### Table of Contents



TAX RISKS
    ASSOCIATED WITH OUR STATUS AS A REIT
  Loss
    of our tax status as a REIT would have significant adverse
    consequences to us and the value of Medical Properties
    common stock.
      
    we would not be allowed a deduction for distributions to
    stockholders in computing our taxable income; therefore we would
    be subject to federal income tax at regular corporate rates and
    we might need to borrow money or sell assets in order to pay any
    such tax;
    we also could be subject to the federal alternative minimum tax
    and possibly increased state and local taxes; and
    unless we are entitled to relief under statutory provisions, we
    also would be disqualified from taxation as a REIT for the four
    taxable years following the year during which we ceased to
    qualify.    Failure
    to make required distributions would subject us to
    tax.
      Complying
    with REIT requirements may cause us to forego otherwise
    attractive opportunities.
   20




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##### Table of Contents



Loans
    to our tenants could be recharacterized as equity, in which case
    our interest income from that tenant might not be qualifying
    income under the REIT rules and we could lose our REIT
    status.
      RISKS
    RELATED TO AN INVESTMENT IN OUR COMMON STOCK
  The
    market price and trading volume of our common stock may be
    volatile.
      
    actual or anticipated variations in our quarterly operating
    results or distributions;
    changes in our funds from operations or earnings estimates or
    publication of research reports about us or the real estate
    industry;
    increases in market interest rates that lead purchasers of our
    shares of common stock to demand a higher yield;
    changes in market valuations of similar companies;
    adverse market reaction to any increased indebtedness we incur
    in the future;
    additions or departures of key management personnel;
    actions by institutional stockholders;
    local conditions such as an oversupply of, or a reduction in
    demand for, rehabilitation hospitals, long-term acute care
    hospitals, ambulatory surgery centers, medical office buildings,
    specialty hospitals, skilled nursing facilities, regional and
    community hospitals, womens and childrens hospitals
    and other single-discipline facilities;
    speculation in the press or investment community; and
    general market and economic conditions. 21




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##### Table of Contents



Future
    sales of common stock may have adverse effects on our stock
    price.
    An
    increase in market interest rates may have an adverse effect on
    the market price of our securities.
   
  ITEM 1B.
    Unresolved
    Staff Comments   
  ITEM 2.
    Properties    22




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##### Table of Contents



Total 2009


Percentage of


TotalState

Revenue


Total Revenue


Investment(Dollars in thousands)Arizona

$
669



0.52
%

$
7,057Arkansas


1,727



1.33
%


19,523California


57,326



44.18
%


563,939Colorado


1,446



1.11
%


9,742Connecticut


1,311



1.01
%


7,838Florida


2,250



1.73
%


25,809Idaho


5,025



3.87
%


45,619Indiana


7,193



5.54
%


61,027Kansas


1,794



1.38
%


19,720Louisiana


2,948



2.27
%


37,589
(A)Massachusetts


6,366



4.91
%


46,766Michigan


1,513



1.17
%


11,165Missouri


3,875



2.99
%


41,443Oregon


3,472



2.68
%


27,541Pennsylvania


936



0.72
%


45,297Rhode Island


572



0.44
%


3,737South Carolina


3,938



3.04
%


37,956Texas


17,911



13.80
%


183,362
(B)Utah


6,601



5.09
%


66,355Virginia


1,072



0.83
%


10,915West Virginia


1,806



1.39
%


21,790$
129,751



100.0
%

$
1,294,190     (A)
    
    Includes our Covington facility. We terminated the lease on this
    facility in April 2009 after the operator defaulted on the
    lease. The operator has entered into bankruptcy proceedings,
    during which it has continued to operate the facility and make
    payments to us generally equivalent to the amounts payable under
    the terms of the terminated lease. In January 2010, the operator
    filed a Plan of Reorganization with the bankruptcy court, which
    has been confirmed subject to entry of court order. Thus, we
    expect to have a new operator and new long-term lease in place
    on this facility in early 2010.(B)
    
    Includes our River Oaks and Sharpstown facilities that are
    currently not being operated. Our total investment in the
    facilities is $33.2 million.  Number of

Number of

Number ofType of Property

Properties

Square Feet

Licensed BedsGeneral Acute Care Hospitals


24



3,469,404



3,087Long-Term Acute Care Hospitals


13



937,278



1,049Medical Office Buildings


2



80,710



NARehabilitation Hospitals


6



473,543



436Wellness Centers


6



251,213



NA51



5,212,148



4,572  23




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##### Table of Contents



Total

TotalTotal

Base

% of Total

Square

LicensedTotal Portfolio(2)

Leases

Rent(1)

Base Rent

Footage

Beds2010





$




0.0
%






2011


3


$
5,657



6.1
%


225,282



2662012


3


$
2,851



3.1
%


216,821



1732013





$




0.0
%






2014


1


$
2,000



2.2
%


126,541



242015


2


$
3,845



4.2
%


137,977



1742016





$




0.0
%






2017





$




0.0
%






2018


12


$
14,814



16.1
%


865,626



5782019


3


$
10,896



11.8
%


517,847



456Thereafter


21


$
52,113



56.5
%


2,426,326



2,412Total


45


$
92,176



100.0
%


4,516,420



4,083     (1)
    
    The most recent monthly base rent annualized. Base rent does not
    include tenant recoveries, additional rents and other
    lease-related adjustments to revenue (i.e., straight-line rents
    and deferred revenues).(2)
    
    Excludes our three facilities, River Oaks, Sharpstown and
    Covington, as they are currently not subject to lease. 
  ITEM 3.
    Legal
    Proceedings         24




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##### Table of Contents



PART II
 
  ITEM 4.
    Market
    for Registrants Common Equity, Related Stockholder
    Matters, and Issuer Purchases of Equity Securities    High

Low

DividendsYear ended December 31, 2009First Quarter

$
6.61


$
2.91


$
0.20Second Quarter


6.85



3.87



0.20Third Quarter


8.06



5.78



0.20Fourth Quarter


10.47



7.62



0.20Year ended December 31, 2008First Quarter

$
13.00


$
9.56


$
0.27Second Quarter


12.89



10.10



0.27Third Quarter


11.96



9.40



0.27Fourth Quarter


11.34



3.67



0.20      25




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##### Table of Contents



Medical
    Properties Trust, Inc.
  Total Return Performance
  
  Period EndingIndex

07/07/05

12/31/05

12/31/06

12/31/07

12/31/08

12/31/09Medical Properties Trust, Inc.


100.00



96.50



163.45



118.15



80.81



144.95Russell 2000


100.00



104.29



123.44



121.51



80.45



102.31NAREIT All Equity REIT Index


100.00



98.41



132.92



112.06



69.78



89.32SNL US REIT Healthcare


100.00



95.19



137.89



139.87



124.54



159.09    (b)
    
    None.(c)
    
    None 26




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##### Table of Contents



ITEM 5.
    Selected
    Financial Data  Form 10-K.
  Form 10-K.
    2009(1)


2008(1)


2007(1)


2006(1)


2005(1)OPERATING DATATotal revenue

$
129,751


$
116,771


$
81,786


$
36,403


$
16,512Depreciation and amortization


25,648



25,458



10,342



4,437



1,915Property-related and general and administrative expenses


27,209



24,198



15,683



10,080



7,915Interest income


43



86



364



515



2,091Interest expense


(37,663
)


(42,440
)


(29,530
)


(4,580
)


(1,521
)Income from continuing operations


39,274



24,761



26,595



17,821



7,252Income (loss) from discontinued operations


(2,908
)


7,972



13,655



12,313



12,424Net income


36,366



32,733



40,250



30,134



19,676Net income attributable to non-controlling interests


(36
)


(33
)


(304
)


(136
)


(36
)Net income attributable to MPT common stockholders

$
36,330


$
32,700


$
39,946


$
29,998


$
19,640Income from continuing operations attributable to MPT common
    stockholders per diluted share

$
0.48


$
0.37


$
0.52


$
0.43


$
0.22Income (loss) from discontinued operations attributable to MPT
    common stockholders per diluted share


(0.03
)


0.13



0.28



0.31



0.38Net income, attributable to MPT common stockholders per diluted
    share

$
0.45


$
0.50


$
0.80


$
0.74


$
0.60Weighted average number of common shares  diluted


78,117



62,035



47,805



39,560



32,328OTHER DATADividends declared per common share

$
0.80


$
1.01


$
1.08


$
0.99


$
0.62     (1)
    
    We invested $15.6 million, $469.5 million,
    $342.0 million, $303.4 million, and
    $222.4 million in real estate in 2009, 2008, 2007, 2006,
    and 2005, respectively. The results of operations resulting from
    these investments are reflected in our consolidated financial
    statements from the dates invested. See Note 3 in
    Item 7 of this Annual Report on
    Form 10-K
    for further information on acquisitions of real estate, new
    loans, and other investments. We funded these investments
    generally from issuing common stock, utilizing additional
    amounts of our revolving facility, incurring additional debt, or
    from the sale of facilities. See Notes 4, 9, and 11, in
    Item 7 on this Annual Report on
    Form 10-K
    for further information regarding our debt, common stock and
    discontinued operations, respectively.  27




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##### Table of Contents



December 31,2009(1)

2008(1)

2007(1)

2006(1)

2005(1)BALANCE SHEET DATAReal estate assets  at cost

$
983,184


$
996,368


$
649,528


$
558,124


$
337,102Other loans and investments


311,006



293,523



265,758



150,173



85,813Cash and equivalents


15,307



11,748



94,215



4,103



59,116Total assets


1,309,898



1,311,373



1,051,652



744,747



495,453Debt


576,678



630,557



474,388



297,530



65,010Other liabilities


61,645



54,473



57,937



95,022



71,992Total Medical Properties Trust, Inc. Stockholders Equity


671,444



626,100



519,250



351,144



356,277Non-controlling interests


131



243



77



1,052



2,174Total equity


671,575



626,343



519,327



352,196



358,451Total liabilities and equity


1,309,898



1,311,373



1,051,652



744,747



495,453  28




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##### Table of Contents



ITEM 6.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Overview
        Form 10-K.
  2009
    Highlights
    
    Issued 13.3 million shares of common stock resulting in net
    proceeds of $67.8 million.
    Sold an acute care facility to Prime for $15.0 million,
    realized a gain of $0.3 million.
    Executed a $20 million mortgage loan, of which we advanced
    $15.0 million by end of year. Loan is collateralized by
    Primes Desert Valley facility. The purpose of the mortgage
    loan is to help fund a $35 million expansion and renovation
    project.
    Re-leased our Bucks County facility within six months of
    terminating the previous lease on the facility due to tenant
    defaults.
    Terminated leases on two of our Louisiana (Covington and Denham
    Springs) facilities but subsequently re-leased the Denham
    Springs facility with a new operator at similar terms within
    2 months of the prior lease termination. For Covington, the
    operator has entered into bankruptcy proceedings during which it
    has made payments to us generally equivalent to the amounts
    payable under the terms of the terminated lease. In January
    2010, the operator filed a Plan of Reorganization with the
    bankruptcy court, which has been confirmed, subject to entry of
    court order. Thus, we expect to have a new operator and new
    long-term lease in place on the Covington facility in early 2010. 29




---



##### Table of Contents




    Entered into an
    at-the-market
    offering, which will allow us to sell up to $50 million in
    stock and will be used for general corporate purposes, which may
    from time to time include reduction of our debt balances and
    investments in healthcare real estate and other assets.
    Settled the Stealth litigation for $2.7 million. See
    Item 3 of Part I of this
    Form 10-K
    for more detail.  2008
    Highlights
    
    Completed the acquisition of 20 properties leased to 7 unrelated
    operators for $357.2 million. Four of the 7 operators
    (HealthSouth Corporation, Community Health Systems, Inc., IASIS
    Healthcare LLC and Health Management Associates, Inc.) are
    publicly reporting companies. This acquisition significantly
    improved both our tenant and geographical concentrations.
    Acquired a long-term acute care hospital in Detroit, Michigan
    for $10.8 million and entered into an operating lease with
    Vibra.
    Acquired three Southern California hospital facilities, along
    with two medical office buildings for approximately
    $60 million and leased these facilities to Prime under
    long-term net leases.
    Completed the sale of three rehabilitation facilities to Vibra
    realizing proceeds of $105.0 million
    Issued exchangeable notes realizing net proceeds of
    $72.8 million and issued 12.7 million shares of stock,
    realizing net proceeds of $128.3 million. These proceeds
    along with proceeds from our existing revolving credit facility
    and the sale of the three rehabilitation facilities were used to
    fund the 2008 acquisitions noted above.
    Terminated leases on two general acute care hospitals in
    Houston, Texas, and one hospital in Redding, California due to
    tenant (affiliates Hospital Partners of America, Inc.
    (HPA), a multi-hospital operating company) defaults.
    Within a few months of lease termination, we re-leased the
    Redding facility to a Prime affiliate. The new operator agreed
    to increase the lease base from $60.0 million to
    $63.0 million and to pay up to $20 million in
    additional rent and profit participation based on the expected
    future profitability of the new lessees operations.
    Through December 31, 2009, we have recognized
    $1.4 million of additional rent under this net lease.    2007
    Highlights
    
    Acquired a general acute care facility in San Diego,
    California for $22.8 million and leased the facility under
    a long-term net lease to an affiliate of Prime. In addition, we
    funded a loan totaling $25.0 million collateralized by
    interest in the real property.
    Acquired the two Houston facilities and Redding facility for
    $100.0 million and leased them to HPA.
    Sold a general acute care facility in Houston, Texas for
    $70.3 million, realizing a gain on sale of
    $4.1 million.
    Issued 15.2 million shares of stock, realizing net proceeds
    of $135.8 million. 30




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##### Table of Contents



Critical
    Accounting Policies
    Revenue Recognition.
  Investments in Real Estate.
    Purchase Price Allocation.
  e.g. lease-up
 31




---



##### Table of Contents



lease-up
      Loans:
  Losses from Rent Receivables:
  Stock-Based Compensation.
 32




---



##### Table of Contents



Principles of Consolidation:
    Disclosure
    of Contractual Obligations
    Less Than








AfterContractual Obligations

1 Year


1-3 Years


3-5 Years


5 Years


TotalSenior unsecured notes(5)

$
9,631


$
10,803


$
6,327


$
130,375


$
157,136Exchangeable senior notes


16,038



160,534



83,746







260,318Revolving credit facilities(1)


99,261



41,441











140,702Term loans(2)


33,726



74,004











107,730Operating lease commitments(3)


846



1,716



1,182



29,289



33,033Purchase obligations(4)


10,804



7,200











18,004Totals

$
170,306


$
295,698


$
91,255


$
159,664


$
716,923     (1)
    
    Assumes the balance and interest rates are those in effect at
    December 31, 2009 and no principal payments are made until
    the expiration of the facilities. Approximately $96 million
    of the amount coming due in 2010 may be extended for one year
    for a nominal fee.(2)
    
    Assumes interest rates in effect at December 31, 2009 based
    on terms of the debt agreements.(3)
    
    Most of our contractual obligations to make operating lease
    payments are related to ground leases for which we are
    reimbursed by our tenants.(4)
    
    Includes $7.2 million that we currently expect to provide
    to the lessee of one of our California facilities to renovate
    and upgrade the facility as necessary to comply with the
    applicable Seismic laws  see Item 1 of this
    Form 10-K
    for more information on current seismic laws. This additional
    investment would increase our lease base, and accordingly, the
    lessee would subsequently pay higher rent for the facility.(5)
    
    The interest rates on these notes are currently fixed, but in
    2011 will be switched to variable rates. For this disclosure, we
    have assumed 2.53% in determining our interest payment
    obligations from 2011 to maturity in 2016. See Note 4 of
    Item 7 to this
    Form 10-K
    for more information. 33




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##### Table of Contents



Liquidity
    and Capital Resources
        Form 10-K.
  Form 10-K
  Short-term Liquidity Requirements: at-the-market at-the-market
   34




---



##### Table of Contents



Long-term
    Liquidity Requirements
    
    Proceeds from property sales;
    Issuance of new debt, including convertible notes, senior
    unsecured notes and replacement or extension of our existing
    credit arrangements; and
    Sale of equity.    Results
    of Operations
  Form 10-K.
  Year
    Ended December 31, 2009 Compared to the Year Ended
    December 31, 2008
      2009





2008





Change(Dollar amounts in thousands)Base rents

$
90,092



69.5
%

$
81,654



70.0
%

$
8,438Straight-line rents


8,425



6.5
%


3,971



3.4
%


4,454Percentage rents


1,985



1.5
%


1,454



1.2
%


531Interest from loans


28,813



22.2
%


28,409



24.3
%


404Fee income


436



0.3
%


1,283



1.1
%


(847
)Total revenue

$
129,751



100.0
%

$
116,771



100.0
%

$
12,980        35




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##### Table of Contents



Form 10-K
  Year
    Ended December 31, 2008 Compared to the Year Ended
    December 31, 2007
      2008





2007





Change(Dollar amounts in thousands)Base rents

$
81,654



70.0
%

$
42,620



52.1
%

$
39,034Straight-line rents


3,971



3.4
%


8,513



10.4
%


(4,542
)Percentage rents


1,454



1.2
%


301



0.4
%


1,153Interest from loans


28,409



24.3
%


26,000



31.8
%


2,409Fee income


1,283



1.1
%


4,352



5.3
%


(3,069
)Total revenue

$
116,771



100.0
%

$
81,786



100.0
%

$
34,985      36




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##### Table of Contents



Form 10-K
  Distribution
    Policy
      Declaration Date

Record Date

Date of Distribution

Distribution per ShareNovember 19, 2009

December 17, 2009

January 14, 2010

$
0.20August 20, 2009

September 17, 2009

October 15, 2009

$
0.20May 21, 2009

June 11, 2009

July 14, 2009

$
0.20February 24, 2009

March 19, 2009

April 9, 2009

$
0.20December 4, 2008

December 23, 2008

January 22, 2009

$
0.20August 21, 2008

September 18, 2008

October 16, 2008

$
0.27May 22, 2008

June 13, 2008

July 11, 2008

$
0.27February 28, 2008

March 13, 2008

April 11, 2008

$
0.27November 16, 2007

December 13, 2007

January 11, 2008

$
0.27August 16, 2007

September 14, 2007

October 19, 2007

$
0.27May 17, 2007

June 14, 2007

July 12, 2007

$
0.27February 15, 2007

March 29, 2007

April 12, 2007

$
0.27    37




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##### Table of Contents



ITEM 6A.
    Quantitative
    and Qualitative Disclosures about Market Risk      Interest
    Rate Sensitivity
        Share
    Price Sensitivity
     38




---



##### Table of Contents



39




---



##### Table of Contents



ITEM 7.
    Financial
    Statements and Supplementary Data  Report of
    Independent Registered Public Accounting Firm     Internal Control 
    Integrated Framework Form 10-K.
             40




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm                 
  41




---



##### Table of Contents



MEDICAL
    PROPERTIES TRUST, INC. AND SUBSIDIARIESConsolidated Balance Sheets
  December 31,2009


2008(Amounts in thousands, except for per share data)ASSETSReal estate assetsLand

$
105,216


$
104,795Buildings and improvements


829,385



823,890Construction in progress and other


291



493Intangible lease assets


48,583



52,771Mortgage loans


200,164



185,000Real estate held for sale






14,912Gross investment in real estate assets


1,183,639



1,181,861Accumulated depreciation


(51,638
)


(30,478
)Accumulated amortization


(8,664
)


(9,753
)Net investment in real estate assets


1,123,337



1,141,630Cash and cash equivalents


15,307



11,748Interest and rent receivables


19,845



13,837Straight-line rent receivables


27,539



19,003Other loans


110,842



108,523Assets of discontinued operations


1,185



2,385Other assets


11,843



14,247Total Assets

$
1,309,898


$
1,311,373LIABILITIES AND EQUITYLiabilitiesDebt, net

$
576,678


$
630,557Accounts payable and accrued expenses


29,247



24,718Deferred revenue


15,350



16,110Lease deposits and other obligations to tenants


17,048



13,645Total liabilities


638,323



685,030Commitments and ContingenciesEquityPreferred stock, $0.001 par value. Authorized
    10,000 shares; no shares outstanding






Common stock, $0.001 par value. Authorized
    150,000 shares; issued and outstanding 
    78,725 shares at December 31, 2009 and
    65,056 shares at December 31, 2008


79



65Additional paid-in capital


759,721



686,238Distributions in excess of net income


(88,093
)


(59,941
)Treasury shares, at cost


(262
)


(262
)Total Medical Properties Trust, Inc. Stockholders Equity


671,445



626,100Non-controlling interests


130



243Total equity


671,575



626,343Total Liabilities and Equity

$
1,309,898


$
1,311,373    42




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##### Table of Contents



MEDICAL
    PROPERTIES TRUST, INC. AND SUBSIDIARIESConsolidated Statements of Income
  For the Years Ended December 31,2009


2008


2007(Amounts in thousands, except for per share data)RevenuesRent billed

$
92,077


$
83,108


$
42,921Straight-line rent


8,425



3,971



8,513Interest and fee income


29,249



29,692



30,352Total revenues


129,751



116,771



81,786ExpensesReal estate depreciation and amortization


25,648



25,458



10,342Property-related


6,113



4,683



151General and administrative


21,096



19,515



15,532Total operating expense


52,857



49,656



26,025Operating income


76,894



67,115



55,761Other income (expense)Interest income


43



86



364Interest expense


(37,663
)


(42,440
)


(29,530
)Net other (expense) income


(37,620
)


(42,354
)


(29,166
)Income from continuing operations


39,274



24,761



26,595Income (loss) from discontinued operations


(2,908
)


7,972



13,655Net income


36,366



32,733



40,250Net income attributable to non-controlling interests


(36
)


(33
)


(304
)Net income attributable to MPT common stockholders

$
36,330


$
32,700


$
39,946Earnings per share  basicIncome from continuing operations attributable to MPT common
    stockholders

$
0.48


$
0.37


$
0.52Income (loss) from discontinued operations attributable to MPT
    common stockholders


(0.03
)


0.13



0.28Net income attributable to MPT common stockholders

$
0.45


$
0.50


$
0.80Weighted average shares outstanding  basic


78,117



62,027



47,770Earnings per share  dilutedIncome from continuing operations attributable to MPT common
    stockholders

$
0.48


$
0.37


$
0.52Income (loss) from discontinued operations attributable to MPT
    common stockholders


(0.03
)


0.13



0.28Net income attributable to MPT common stockholders

$
0.45


$
0.50


$
0.80Weighted average shares outstanding  diluted


78,117



62,035



47,805    43




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##### Table of Contents



MEDICAL
    PROPERTIES TRUST, INC. AND SUBSIDIARIESConsolidated Statements of
    Equity
    For the Years Ended December 31, 2009, 2008 and 2007
    (Amounts in thousands, except per share data)
  Preferred


Common


Additional


DistributionsPar





Par


Paid-in


in Excess


Treasury


Non-Controlling


TotalShares


Value


Shares


Value


Capital


of Net Income


Stock


Interests


EquityBalance at December 31, 2006





$




39,585


$
39


$
364,263


$
(13,158
)

$



$
1,052


$
352,196Deferred stock units issued to directors










11







54



(54
)










Stock vesting and amortization of stock-based compensation










299



1



4,483















4,484Options exercised for cash










20







200















200Proceeds from offering (net of offering costs)










9,218



9



135,800















135,809Proceeds from exercising forward sale agreement










3,000



3



43,286















43,289Distributions to non-controlling interests






























(1,279
)


(1,279
)Treasury stock acquired


























(262
)






(262
)Dividends declared ($1.08 per common share)






















(55,360
)










(55,360
)Net income






















39,946







304



40,250Balance at December 31, 2007










52,133



52



548,086



(28,626
)


(262
)


77



519,327Deferred stock units issued to directors


















48



(48
)










Stock vesting and amortization of stock-based compensation










273







6,386















6,386Purchase of Wichita Partnership






























145



145Distributions to non-controlling interests






























(12
)


(12
)Proceeds from offering (net of offering costs)










12,650



13



128,318















128,331Dividends declared ($1.01 per common share)






















(63,967
)










(63,967
)Issuance of convertible debt


















3,400















3,400Net income






















32,700







33



32,733Balance at December 31, 2008










65,056



65



686,238



(59,941
)


(262
)


243



626,343Deferred stock units issued to directors










52



1



5



(4
)










2Stock vesting and amortization of stock-based compensation










246







5,488















5,488Proceeds from offering (net of offering costs)










13,371



13



67,990















68,003Distributions to non-controlling interests






























(149
)


(149
)Dividends declared ($0.80 per common share)






















(64,478
)










(64,478
)Net income






















36,330







36



36,366Balance at December 31, 2009





$




78,725


$
79


$
759,721


$
(88,093
)

$
(262
)

$
130


$
671,575    44




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##### Table of Contents



MEDICAL
    PROPERTIES TRUST, INC. AND SUBSIDIARIESConsolidated Statements of Cash Flows
  For the Years Ended December 31,2009


2008


2007(Amounts in thousands)Operating activitiesNet income

$
36,366


$
32,733


$
40,250Adjustments to reconcile net income to net cash provided by
    operating activitiesDepreciation and amortization


26,309



26,535



13,172Amortization and write-off of deferred financing costs and debt
    discount


5,824



7,961



6,133Straight-line rent revenue


(9,536
)


(9,402
)


(12,278
)Share-based compensation expense


5,488



6,386



4,483(Gain) loss from sale of real estate


(278
)


(9,305
)


(4,062
)Deferred revenue and fee income


(847
)


(7,583
)


(1,157
)Provision for uncollectible receivables and loans






5,700



1,667Rent and interest income added to loans


(921
)


(5,556
)


(8,894
)Straight-line rent write-off


1,111



14,037



1,198Other adjustments


(245
)


(57
)


97Decrease (increase) in:Interest and rent receivable


(2,433
)


(4,392
)


524Other assets


126



5,249



2,451Accounts payable and accrued expenses


1,700



4,757



(12,855
)Deferred revenue


87



2,854



566Net cash provided by operating activities


62,751



69,917



31,295Investing activitiesReal estate acquired


(421
)


(430,710
)


(196,599
)Proceeds from sale of real estate


15,000



89,959



68,203Principal received on loans receivable


4,305



71,941



74,894Investment in loans receivable


(23,243
)


(95,567
)


(128,986
)Construction in progress










(12,166
)Other investments


(7,777
)


(4,286
)


(5,527
)Net cash used for investing activities


(12,136
)


(368,663
)


(200,181
)Financing activitiesProceeds from debt






119,001



318,200Payments of debt


(1,232
)


(860
)


(341,556
)Payment of deferred financing costs


232



(6,072
)


(4,123
)Revolving credit facilities, net


(55,800
)


38,014



154,986Distributions paid


(61,649
)


(65,098
)


(53,079
)Lease deposits and other obligations to tenants


3,390



2,963



5,534Proceeds from sale of common shares, net of offering costs


68,003



128,331



135,809Proceeds from forward equity sale










43,289Treasury stock acquired










(262
)Other










200Net cash provided by (used for) financing activities


(47,056
)


216,279



258,998(Decrease) increase in cash and cash equivalents for the year


3,559



(82,467
)


90,112Cash and cash equivalents at beginning of year


11,748



94,215



4,103Cash and cash equivalents at end of year

$
15,307


$
11,748


$
94,215Interest paid, including capitalized interest of $ in
    2009, $ in 2008, and $1,335 in 2007

$
33,272


$
31,277


$
24,584Supplemental schedule of non-cash investing activities:Construction period rent and interest receivable recorded as
    deferred revenue

$



$



$
3,798Real estate acquisitions and new loans receivable recorded as
    lease and loan deposits










1,640Real estate acquisitions and new loans receivable recorded as
    deferred revenue










75Construction and acquisition costs charged to loans and real
    estate










4,971Construction in progress transferred to land and building










69,013Supplemental schedule of non-cash financing activities:Other common stock transactions

$
5


$
48


$
54Supplemental schedule of non-cash operating activities:Tenant deposits recorded in other assets

$



$



$
7,500    45




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##### Table of Contents



MEDICAL
    PROPERTIES TRUST, INC. AND SUBSIDIARIES
  Notes
    To Consolidated Financial Statements
  1.
    Organization      2.
    Summary
    of Significant Accounting Policies  Use of Estimates:
  Principles of Consolidation:
    Cash and Cash Equivalents:
  Deferred Costs:
 46




---



##### Table of Contents



MEDICAL
    PROPERTIES TRUST, INC. AND SUBSIDIARIES
  Notes To
    Consolidated Financial
    Statements  (Continued)
  Revenue Recognition:
        Acquired Real Estate Purchase Price
    Allocation:
   47




---



##### Table of Contents



MEDICAL
    PROPERTIES TRUST, INC. AND SUBSIDIARIES
  Notes To
    Consolidated Financial
    Statements  (Continued)
  lease-up lease-up
      Real Estate and Depreciation:
  Buildings and improvements

39.6 yearsTenant lease intangibles

13.8 yearsTenant improvements

5.4 yearsFurniture, equipment and other

8.9 years   and/or
   48




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##### Table of Contents



MEDICAL
    PROPERTIES TRUST, INC. AND SUBSIDIARIES
  Notes To
    Consolidated Financial
    Statements  (Continued)
    Loans:
  Losses from Rent Receivables:
  Earnings Per Share:
     Income Taxes:
    Stock-Based Compensation:
 49




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##### Table of Contents



MEDICAL
    PROPERTIES TRUST, INC. AND SUBSIDIARIES
  Notes To
    Consolidated Financial
    Statements  (Continued)
    Derivative Financial Investments and Hedging
    Activities.
    Reclassifications:
  New Accounting Pronouncement:
      3.
    Real
    Estate and Loans Receivable  Acquisitions
    2009


2008


2007(Amounts in thousands)Land

$
421


$
45,293


$
27,207Buildings






373,472



140,040Intangible lease assets-subject to amortization
    (weighted-average useful life 10.7 years in 2008 and
    13.4 years in 2007 )






11,945



29,352$
421


$
430,710


$
196,599  50




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##### Table of Contents



MEDICAL
    PROPERTIES TRUST, INC. AND SUBSIDIARIES
  Notes To
    Consolidated Financial
    Statements  (Continued)
      10-year
        2008

2007(Amounts in thousands except per share amounts)Total revenues

$
129,615


$
126,216Net income attributable to MPT common stockholders


29,928



66,816Net income per share attributable to MPT common
    stockholders-diluted

$
0.43


$
1.08   Disposals
       51




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##### Table of Contents



MEDICAL
    PROPERTIES TRUST, INC. AND SUBSIDIARIES
  Notes To
    Consolidated Financial
    Statements  (Continued)
    Intangible
    Assets
      For the Year Ended December 31:2010

$
4,0262011


3,8122012


3,4482013


3,4152014


3,349     Leasing
    Operations
    2010

$
89,4342011


88,5412012


84,9462013


85,4152014


83,691Thereafter


537,591$
969,618      52




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##### Table of Contents



MEDICAL
    PROPERTIES TRUST, INC. AND SUBSIDIARIES
  Notes To
    Consolidated Financial
    Statements  (Continued)
               53




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##### Table of Contents



MEDICAL
    PROPERTIES TRUST, INC. AND SUBSIDIARIES
  Notes To
    Consolidated Financial
    Statements  (Continued)
    Loans
    As of December 31, 2009


As of December 31, 2008Weighted Average





Weighted AverageBalance


Interest Rate


Balance


Interest RateMortgage loans

$
200,164



9.92
%

$
185,000



9.6
%Other loans


110,842



10.64
%


108,523



10.3
%$
311,006






$
293,523        54




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##### Table of Contents



MEDICAL
    PROPERTIES TRUST, INC. AND SUBSIDIARIES
  Notes To
    Consolidated Financial
    Statements  (Continued)
   4.
    Debt    As of December 31, 2009

As of December 31, 2008Balance


Interest Rate

Balance


Interest RateRevolving credit facilities

$
137,200


Variable

$
193,000


VariableSenior unsecured notes  fixed rate through July and
    October 2011 due July and October 2016


125,000


7.333%-7.871%


125,000


7.333%-7.871%Exchangeable senior notesPrincipal amount


220,000


6.125%-9.250%


220,000


6.125%-9.250%Unamortized discount


(8,265
)




(11,418
)211,735





208,582Term loans


102,743


Various


103,975


Various$
576,678




$
630,557     2010

$
127,252
(A)2011


211,0912012


39,6002013


82,0002014


Thereafter


125,000Total

$
584,943     (A)
    
    $96,000 of the revolving credit facilities due in 2010 may
    be extended until 2011 provided that we give written notice to
    the Administrative Agent at least 60 days prior to the
    termination date and as long as no default has occurred. If we
    elect to extend, we will be required to pay an aggregate
    extension fee equal to 0.25% of the existing revolving
    commitments.  Revolving
    Credit Facilities
  30-day
  30-day
 55




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##### Table of Contents



MEDICAL
    PROPERTIES TRUST, INC. AND SUBSIDIARIES
  Notes To
    Consolidated Financial
    Statements  (Continued)
    Senior
    Unsecured Notes
    Exchangeable
    Senior Notes
       56




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##### Table of Contents



MEDICAL
    PROPERTIES TRUST, INC. AND SUBSIDIARIES
  Notes To
    Consolidated Financial
    Statements  (Continued)
      Term
    Loans
  30-day
       57




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##### Table of Contents



MEDICAL
    PROPERTIES TRUST, INC. AND SUBSIDIARIES
  Notes To
    Consolidated Financial
    Statements  (Continued)
    5.
    Income
    Taxes        For the Years Ended December 31,2009

2008

2007Common share distribution

$
0.800000


$
1.080000


$
1.080000Ordinary income


0.471792



0.677940



0.681994Capital gains(1)


0.003708



0.145400



0.192358Unrecaptured Sec. 1250 gain


0.003708



0.138168



0.085269Return of capital


0.324500



0.256660



0.205648Allocable to next year










     (1)
    
    Capital gains include unrecaptured Sec. 1250 gains.  6.
    Earnings
    Per Share   58




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##### Table of Contents



MEDICAL
    PROPERTIES TRUST, INC. AND SUBSIDIARIES
  Notes To
    Consolidated Financial
    Statements  (Continued)
    For the Years Ended December 31,2009


2008


2007Numerator:Income from continuing operations

$
39,274


$
24,761


$
26,595Non-controlling interests share in continuing operations


(35
)


(29
)


Participating securities share in earnings


(1,506
)


(1,745
)


(1,537
)Income from continuing operations, less participating
    securities share in earnings


37,733



22,987



25,058Income (loss) from discontinued operations


(2,908
)


7,972



13,655Non-controlling interests share in discontinued operations


(1
)


(4
)


(304
)Income (loss) from discontinued operations attributable to MPT
    common stockholders


(2,909
)


7,968



13,351Net income, less participating securities share in earnings

$
34,824


$
30,955


$
38,409Denominator:Basic weighted-average common shares


78,117



62,027



47,770Dilutive stock options






8



35Diluted weighted-average common shares


78,117



62,035



47,805     7.
    Stock
    Awards   59




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##### Table of Contents



MEDICAL
    PROPERTIES TRUST, INC. AND SUBSIDIARIES
  Notes To
    Consolidated Financial
    Statements  (Continued)
    (2011-2013). one-for-one
 60




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##### Table of Contents



MEDICAL
    PROPERTIES TRUST, INC. AND SUBSIDIARIES
  Notes To
    Consolidated Financial
    Statements  (Continued)
    For the
    Year Ended December 31, 2009:
  Vesting Based onVesting Based

Market/Performanceon Service

ConditionsWeighted Average



Weighted AverageShares

Value at Award Date

Shares

Value at Award DateNonvested awards at beginning of the year


828,106


$
12.20



1,380,375


$
7.15Awarded


441,134


$
6.30







Vested


(291,977
)

$
10.02



(79,287
)

$
11.29Forfeited


(7,723
)

$
8.16







Nonvested awards at end of year


969,540


$
10.21



1,301,088


$
6.90   For the
    Year Ended December 31, 2008:
  Vesting Based onVesting Based

Market/Performanceon Service

ConditionsWeighted Average



Weighted AverageShares

Value at Award Date

Shares

Value at Award DateNonvested awards at beginning of the year


680,515


$
11.85



1,380,375


$
7.15Awarded


405,512


$
12.07







Vested


(256,321
)

$
11.04







Forfeited


(1,600
)

$
12.96







Nonvested awards at end of year


828,106


$
12.20



1,380,375


$
7.15     8.
    Commitments
    and Contingencies   61




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##### Table of Contents



MEDICAL
    PROPERTIES TRUST, INC. AND SUBSIDIARIES
  Notes To
    Consolidated Financial
    Statements  (Continued)
    2010

$
8462011


8562012


8602013


7502014


432Thereafter


29,289$
33,033               9.
    Common
    Stock       62




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##### Table of Contents



MEDICAL
    PROPERTIES TRUST, INC. AND SUBSIDIARIES
  Notes To
    Consolidated Financial
    Statements  (Continued)
        10.
    Fair
    Value of Financial Instruments      December 31,

December 31,2009

2008Book

Fair

Book

FairAsset (Liability)

Value

Value

Value

ValueInterest and Rent Receivables

$
19,845


$
16,712


$
13,837


$
12,475Loans


311,006



299,133



293,523



282,459Debt


(576,678
)


(547,242
)


(630,557
)


(482,175
)   11.
    Discontinued
    Operations       63




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##### Table of Contents



MEDICAL
    PROPERTIES TRUST, INC. AND SUBSIDIARIES
  Notes To
    Consolidated Financial
    Statements  (Continued)
      For the Years Ended December 31,2009

2008

2007Revenues

$
1,583


$
3,269


$
14,634Gain on sale


278



9,305



4,061Income (loss) from discontinued operations


(2,908
)


7,972



13,655Income (loss) from discontinued operations attributable to MPT
    common stockholders  diluted per share

$
(0.03
)

$
0.13


$
0.28   12.
    Quarterly
    Financial Data (unaudited)    For the Three Month Periods in 2009 EndedMarch 31

June 30

September 30

December 31Revenues

$
31,973


$
31,114


$
33,693


$
32,971Income from continuing operations


9,733



8,101



10,784



10,656Income (loss) from discontinued operations


984



(243
)


(400
)


(3,249
)Net income


10,717



7,858



10,384



7,407Net income attributable to MPT common stockholders


10,710



7,846



10,374



7,400Net income attributable to MPT common stockholders per
    share  basic

$
0.14


$
0.09


$
0.13


$
0.09Weighted average shares outstanding  basic


76,432



78,616



78,655



78,755Net income attributable to MPT common stockholders per
    share  diluted

$
0.14


$
0.09


$
0.13


$
0.09Weighted average shares outstanding  diluted


76,432



78,616



78,655



78,755   For the Three Month Periods in 2008 EndedMarch 31

June 30

September 30

December 31Revenues

$
23,341


$
31,166


$
32,723


$
29,541Income from continuing operations


8,047



8,193



6,298



2,223Income (loss) from discontinued operations


2,853



5,191



738



(810
)Net income


10,900



13,384



7,036



1,413Net income attributable to MPT common stockholders


10,898



13,366



7,020



1,416Net income attributable to MPT common stockholders per
    share  basic

$
0.20


$
0.20


$
0.10


$
0.02Weighted average shares outstanding  basic


52,992



64,996



65,059



65,061Net income attributable to MPT common stockholders per
    share  diluted

$
0.20


$
0.20


$
0.10


$
0.02Weighted average shares outstanding  diluted


53,001



65,009



65,066



65,061  64




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##### Table of Contents



ITEM 8.
    Changes
    in and Disagreements With Accountants on Accounting and
    Financial Disclosure      Regulation S-K.
  Form S-8 Form S-3.
 
  ITEM 8A.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
    Rule 13a-15(b),
  Changes
    in Internal Controls over Financial Reporting
    Managements
    Report on Internal Control over Financial Reporting
   65




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##### Table of Contents



Rule 13a-15(f)
         
  ITEM 8B.
    Other
    Information   
  PART III
 
  ITEM 9.
    Directors,
    Executive Officers and Corporate Governance   
  ITEM 10.
    Executive
    Compensation   
  ITEM 11.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters   
  ITEM 12.
    Certain
    Relationships and Related Transactions, and Director
    Independence   
  ITEM 13.
    Principal
    Accountant Fees and Services   66




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##### Table of Contents



PART IV
 
  ITEM 14.
    Exhibits
    and Financial Statement Schedules  (a) Financial
    Statements and Financial Statement Schedules
  Index of Financial Statements of Medical Properties Trust,
    Inc. which are included in Part II, Item 7 of this Annual
    Report on
    Form 10-K:Report of Independent Registered Public
    Accounting Firm


41Consolidated Balance Sheets as of
    December 31, 2009 and 2008


42Consolidated Statements of Income for the Years
    Ended December 31, 2009, 2008, and 2007


43Consolidated Statements of Equity for the Years
    Ended December 31, 2009, 2008, and 2007


44Consolidated Statements of Cash Flows for the
    Years Ended December 31, 2009, 2008, and 2007


45Notes to Consolidated Financial Statements


46Index of Consolidated Financial Statement SchedulesSchedule II  Valuation and
    Qualifying Accounts


II-1Schedule III  Real Estate and
    Accumulated Depreciation


III-1Schedule IV  Mortgage Loan on
    Real Estate


IV-1  67




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##### Table of Contents



(b)
    Exhibits  ExhibitNumber

Exhibit Title3
.1(1)

Registrants Second Articles of Amendment and Restatement3
.2(2)

Registrants Second Amended and Restated Bylaws3
.3(3)

Articles of Amendment of Registrants Second Articles of
    Amendment and Restatement4
.1(1)

Form of Common Stock Certificate4
.2(4)

Indenture, dated July 14, 2006, among Registrant, MPT
    Operating Partnership, L.P. and the Wilmington
    Trust Company, as trustee4
.3(5)

Indenture, dated November 6, 2006, among Registrant, MPT
    Operating Partnership, L.P. and the Wilmington
    Trust Company, as trustee4
.4(5)

Registration Rights Agreement among Registrant, MPT Operating
    Partnership, L.P. and UBS Securities LLC and J.P. Morgan
    Securities Inc., as representatives of the initial purchasers,
    dated as of November 6, 20064
.5(13)

Indenture, dated as of March 26, 2008, among MPT Operating
    Partnership, L.P., as Issuer, Medical Properties Trust, Inc., as
    Guarantor, and Wilmington Trust Company, as Trustee.4
.6(13)

Registration Rights Agreement among MPT Operating Partnership,
    L.P., Medical Properties Trust, Inc. and UBS Securities LLC, as
    representative of the initial purchases of the notes, dated as
    of March 26, 200810
.1(11)

Second Amended and Restated Agreement of Limited Partnership of
    MPT Operating Partnership, L.P.10
.2(6)

Amended and Restated 2004 Equity Incentive Plan10
.3(7)

Form of Stock Option Award10
.4(7)

Form of Restricted Stock Award10
.5(7)

Form of Deferred Stock Unit Award10
.6(1)

Employment Agreement between Registrant and Edward K. Aldag,
    Jr., dated September 10, 200310
.7(1)

First Amendment to Employment Agreement between Registrant and
    Edward K. Aldag, Jr., dated March 8, 200410
.8(1)

Employment Agreement between Registrant and R. Steven Hamner,
    dated September 10, 200310
.9

Not used10
.10(1)

Employment Agreement between Registrant and Emmett E. McLean,
    dated September 10, 200310
.11(1)

Employment Agreement between Registrant and Michael G. Stewart,
    dated April 28, 200510
.12(1)

Form of Indemnification Agreement between Registrant and
    executive officers and directors10
.13(8)

Credit Agreement dated October 27, 2005, among MPT
    Operating Partnership, L.P., as borrower, and Merrill Lynch
    Capital, a division of Merrill Lynch Business Financial
    Services, Inc., as Administrative Agent and Lender, and
    Additional Lenders from Time to Time a Party thereto10
.14(1)

Third Amended and Restated Lease Agreement between 1300 Campbell
    Lane, LLC and 1300 Campbell Lane Operating Company, LLC, dated
    December 20, 200410
.15(1)

First Amendment to Third Amended and Restated Lease Agreement
    between 1300 Campbell Lane, LLC and 1300 Campbell Lane Operating
    Company, LLC, dated December 31, 200410
.16(1)

Second Amended and Restated Lease Agreement between 92 Brick
    Road, LLC and 92 Brick Road, Operating Company, LLC, dated
    December 20, 200410
.17(1)

First Amendment to Second Amended and Restated Lease Agreement
    between 92 Brick Road, LLC and 92 Brick Road, Operating Company,
    LLC, dated December 31, 200410
.18(1)

Ground Lease Agreement between West Jersey Health System and
    West Jersey/Mediplex Rehabilitation Limited Partnership, dated
    July 15, 199310
.19(1)

Third Amended and Restated Lease Agreement between
    San Joaquin Health Care Associates Limited Partnership and
    7173 North Sharon Avenue Operating Company, LLC, dated
    December 20, 200410
.20(1)

First Amendment to Third Amended and Restated Lease Agreement
    between San Joaquin Health Care Associates Limited
    Partnership and 7173 North Sharon Avenue Operating Company, LLC,
    dated December 31, 2004 68




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##### Table of Contents



ExhibitNumber

Exhibit Title10
.21(1)

Second Amended and Restated Lease Agreement between 8451 Pearl
    Street, LLC and 8451 Pearl Street Operating Company, LLC, dated
    December 20, 200410
.22(1)

First Amendment to Second Amended and Restated Lease Agreement
    between 8451 Pearl Street, LLC and 8451 Pearl Street Operating
    Company, LLC, dated December 31, 200410
.23(1)

Second Amended and Restated Lease Agreement between 4499
    Acushnet Avenue, LLC and 4499 Acushnet Avenue Operating Company,
    LLC, dated December 20, 200410
.24(1)

First Amendment to Second Amended and Restated Lease Agreement
    between 4499 Acushnet Avenue, LLC and 4499 Acushnet Avenue
    Operating Company, LLC, dated December 31, 200410
.25(1)

Purchase and Sale Agreement among MPT Operating Partnership,
    L.P., MPT of Sherman Oaks, LLC, Prime A Investments, L.L.C.,
    Prime Healthcare Services II, LLC, Prime Healthcare Services,
    Inc., Desert Valley Medical Group, Inc. and Desert Valley
    Hospital, Inc., dated December 30, 200510
.26(11)

Form of Medical Properties Trust, Inc. 2007 Multi-Year Incentive
    Plan Award Agreement (LTIP Units)10
.27(11)

Form of Medical Properties Trust, Inc. 2007 Multi-Year Incentive
    Plan Award Agreement (Restricted Shares)10
.28(12)

Term Loan Credit Agreement among Medical Properties Trust, Inc.,
    MPT Operating Partnership, L.P., as Borrower, the Several
    Lenders from Time to Time Parties Thereto, KeyBank National
    Association, as Syndication Agent, and JP Morgan Chase Bank,
    N.A. as Administrative Agent, with J.P. Morgan Securities
    Inc. and KeyBank National Association, as Joint Lead Arrangers
    and Bookrunners10
.29(10)

First Amendment to Term Loan Agreement10
.30(17)

Revolving Credit and Term Loan Agreement, dated
    November 30, 2007, among Medical Properties Trust, Inc.,
    MPT Operating Partnership, L.P., as Borrower, the Several
    Lenders from Time to Time Parties Thereto, KeyBank National
    Association, as Syndication Agent, and JPMorgan Chase Bank, N.A.
    as Administrative Agent, with J.P. Morgan Securities Inc.
    and KeyBank National Association, as Joint Lead Arrangers and
    Bookrunners10
.31(16)

Second Amendment to Employment Agreement between Registrant and
    Edward K. Aldag, Jr., dated September 29, 200610
.32(16)

First Amendment to Employment Agreement between Registrant and
    R. Steven Hamner, dated September 29, 200610
.33(16)

First Amendment to Employment Agreement between Registrant and
    Emmett E. McLean, dated September 29, 200610
.34(16)

First Amendment to Employment Agreement between Registrant and
    Michael G. Stewart, dated September 29, 200610
.35(8)

Second Amended and Restated 2004 Equity Incentive Plan10
.36(14)

First Amendment to Revolving Credit and Term Loan Agreement
    dated March 13, 200810
.37(14)

Purchase and Sale Agreement among MPT Operating Partnership,
    L.P., HCP Inc., FAEC Holdings(BC), LLC, HCPI Trust, HCP Das
    Petersburg VA, LP, and Texas HCP Holdings, L.P. dated as of
    March 13, 200810
.38(14)

First Amendment to Purchase and Sale Agreement among MPT
    Operating Partnership, L.P., HCP Inc., FAEC Holdings(BC), LLC,
    HCPI Trust, HCP Das Petersburg VA, LP, and Texas HCP Holdings,
    L.P. dated as of March 28, 200810
.39(15)

Second Amendment to Purchase and Sale Agreement among MPT
    Operating Partnership, L.P., HCP Inc., FAEC Holdings(BC), LLC,
    HCPI Trust, HCP Das Petersburg VA, LP, and Texas HCP Holdings,
    L.P. dated as of April 1, 200810
.40(15)

Third Amendment to Purchase and Sale Agreement among MPT
    Operating Partnership, L.P., HCP Inc., FAEC Holdings(BC), LLC,
    HCPI Trust, HCP Das Petersburg VA, LP, and Texas HCP Holdings,
    L.P. dated as of April 17, 200810
.41(15)

Fourth Amendment to Purchase and Sale Agreement among MPT
    Operating Partnership, L.P., HCP Inc., FAEC Holdings(BC), LLC,
    HCPI Trust, HCP Das Petersburg VA, LP, and Texas HCP Holdings,
    L.P. dated as of May 14, 2008 69




---



##### Table of Contents



ExhibitNumber

Exhibit Title10
.42(15)

Fifth Amendment to Purchase and Sale Agreement among MPT
    Operating Partnership, L.P., HCP Inc., FAEC Holdings(BC), LLC,
    HCPI Trust, HCP Das Petersburg VA, LP, and Texas HCP Holdings,
    L.P. dated as of June 18, 200810
.43(15)

Sixth Amendment to Purchase and Sale Agreement among MPT
    Operating Partnership, L.P., HCP Inc., FAEC Holdings(BC), LLC,
    HCPI Trust, HCP Das Petersburg VA, LP, and Texas HCP Holdings,
    L.P. dated as of June 30, 200810
.44(18)

Second Amendment to Employment Agreement between Registrant and
    William G. McKenzie, dated February 27, 200910
.45(18)

Second Amendment to Employment Agreement between Registrant and
    Michael G. Stewart, dated January 1, 200810
.46(18)

Third Amendment to Employment Agreement between Registrant and
    Michael G. Stewart, dated January 1, 200910
.47(18)

Second Amendment to Employment Agreement between Registrant and
    Emmett E. McLean, dated January 1, 200810
.48(18)

Third Amendment to Employment Agreement between Registrant and
    Emmett E. McLean, dated January 1, 200910
.49(18)

Second Amendment to Employment Agreement between Registrant and
    Richard S. Hamner, dated January 1, 200810
.50(18)

Third Amendment to Employment Agreement between Registrant and
    R. Steven Hamner, dated January 1, 200910
.51(18)

Third Amendment to Employment Agreement between Registrant and
    Edward K. Aldag, Jr., dated January 1, 200810
.52(18)

Fourth Amendment to Employment Agreement between Registrant and
    Edward K. Aldag, Jr., dated January 1, 200910
.53(18)

Third Amendment to Employment Agreement between Registrant and
    William G. McKenzie, dated January 1, 200810
.54(18)

Fourth Amendment to Employment Agreement between Registrant and
    William G. McKenzie, dated January 1, 200912
.1(19)

Statement re Computation of Ratios21
.1(19)

Subsidiaries of Registrant23
.1(19)

Consent of PricewaterhouseCoopers LLP23
.2(19)

Consent of KPMG LLP23
.3(19)

Consent of Moss Adams LLP31
.1(19)

Certification of Chief Executive Officer pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 193431
.2(19)

Certification of Chief Financial Officer pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 193432
(19)

Certification of Chief Executive Officer and Chief Financial
    Officer pursuant to
    Rule 13a-14(b)
    under the Securities Exchange Act of 1934 and 18 U.S.C.
    Section 135099
.1(20)

Consolidated Financial Statements of Prime Healthcare Services,
    Inc. as of December 31, 2008 and 200799
.2(20)

Consolidated Financial Statements of Prime Healthcare Services,
    Inc. as of September 30, 2009     (1)
    
    Incorporated by reference to Registrants Registration
    Statement on
    Form S-11
    filed with the Commission on October 26, 2004, as amended
    (File
    No. 333-119957).(2)
    
    Incorporated by reference to Registrants current report on
    Form 8-K,
    filed with the Commission on November 24, 2009.(3)
    
    Incorporated by reference to Registrants quarterly report
    on
    Form 10-Q
    for the quarter ended September 30, 2005, filed with the
    Commission on November 10, 2005. 70




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##### Table of Contents



(4)
    
    Incorporated by reference to Registrants current report on
    Form 8-K,
    filed with the Commission on July 20, 2006.(5)
    
    Incorporated by reference to Registrants current report on
    Form 8-K,
    filed with the Commission on November 13, 2006.(6)
    
    Incorporated by reference to Registrants definitive proxy
    statement on Schedule 14A, filed with the Commission on
    September 13, 2005.(7)
    
    Incorporated by reference to Registrants current report on
    Form 8-K,
    filed with the Commission on October 18, 2005.(8)
    
    Incorporated by reference to Registrants definitive proxy
    statement on Schedule 14A, filed with the Commission on
    April 14, 2007.(9)
    
    Not used.(10)
    
    Incorporated by reference to Registrants quarterly report
    on
    Form 10-Q
    for the quarter ended September 30, 2007, filed with the
    Commission on November 9, 2007.(11)
    
    Incorporated by reference to Registrants current report on
    Form 8-K,
    filed with the Commission on August 6, 2007.(12)
    
    Incorporated by reference to Registrants current report on
    Form 8-K,
    filed with the Commission on August 15, 2007.(13)
    
    Incorporated by reference to Registrants current report on
    Form 8-K,
    filed with the Commission on March 26, 2008.(14)
    
    Incorporated by reference to Registrants quarterly report
    on
    Form 10-Q
    for the quarter ended March 31, 2008, filed with the
    Commission on May 9, 2008.(15)
    
    Incorporated by reference to Registrants quarterly report
    on
    Form 10-Q
    for the quarter ended June 30, 2008, filed with the
    Commission on August 8, 2008.(16)
    
    Incorporated by reference to Registrants annual report on
    Form 10-K/A
    for the period ended December 31, 2007, filed with the
    Commission on July 11, 2008.(17)
    
    Incorporated by reference to Registrants quarterly report
    on
    Form 10-Q
    for the period ended September 30, 2009, filed with the
    Commission on November 9, 2009.(18)
    
    Incorporated by reference to Registrants annual report on
    Form 10-K
    for the period ended December 31, 2008, filed with the
    Commission on March 13, 2009.(19)
    
    Included in this
    Form 10-K.(20)
    
    Since affiliates of Prime Healthcare Services, Inc. lease more
    than 20% of our total assets under triple net leases, the
    financial status of Prime may be considered relevant to
    investors. Primes most recently available audited
    consolidated financial statements (as of and for the years ended
    December 31, 2008 and 2007) and Primes most
    recently available financial statements (unaudited, as of and
    for the period ended September 30, 2009) are
    incorporated by reference to Registrants annual report on
    Form 10-K/A
    for the period ended December 31, 2008 filed with the
    Commission on May 11, 2009 and to Registrants
    quarterly report on
    Form 10-Q
    for the quarter ended September 30, 2009, filed with the
    Commission on November 9, 2009, respectively. We have not
    participated in the preparation of Primes financial
    statements nor do we have the right to dictate the form of any
    financial statements provided to us by Prime. 71




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##### Table of Contents



SIGNATURES
      By:
    /s/  R.
    Steven Hamner           Signature

Title

Date/s/  Edward
    K. Aldag, Jr.Edward
    K. Aldag, Jr.

Chairman of the Board, President, Chief Executive Officer and
    Director (Principal Executive Officer)

February 12, 2010/s/  Virginia
    A. ClarkeVirginia
    A. Clarke

Director

February 12, 2010/s/  Sherry
    A. KellettSherry
    A. Kellett

Director

February 12, 2010/s/  R.
    Steven HamnerR.
    Steven Hamner

Executive Vice President, Chief Financial Officer and Director
    (Principal Financial and Accounting Officer)

February 12, 2010/s/  G.
    Steven DawsonG.
    Steven Dawson

Director

February 12, 2010/s/  Robert
    E. Holmes, Ph.D.Robert
    E. Holmes, Ph.D.

Director

February 12, 2010/s/  William
    G. McKenzieWilliam
    G. McKenzie

Vice Chairman of the Board

February 12, 2010/s/  L.
    Glenn Orr, Jr.L.
    Glenn Orr, Jr.

Director

February 12, 2010  72




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##### Table of Contents



Medical
    Properties Trust, Inc.
    Schedule II: Valuation and Qualifying Accounts
    December 31, 2009  Balance at


AdditionsBeginning of


Charged Against


Net


Balance atYear Ended December 31,

Year(1)


Operations(1)


Recoveries(1)


End of Year(1)(In thousands)2009

$
397


$
5,107


$
1,165


$
4,3392008

$
4,202


$
397


$
4,202(2
)

$
3972007

$
2,911


$
1,500


$
209


$
4,202     (1)
    
    Includes allowance for doubtful accounts, straight-line rent
    reserves, allowance for loans losses and other reserves.(2)
    
    Includes $3.2 million of write offs associated with our West
    Houston property that was sold in 2007. II-1




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##### Table of Contents





SCHEDULE III 
    REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
    December 31, 2009 Life on whichDepreciation inLatest IncomeAdditions Subsequent to Acquisition





















Statement isInitial Costs





Carrying


Cost at December 31, 2009


Accumulated





Date of

Date

ComputedLocation

Type of Property

Land


Buildings


Improvements


Costs


Land


Buildings


Total


Depreciation


Encumbrances


Construction

Acquired

(Years)(Amounts in thousands)Thornton, CO

Long term acute care hospital

$
2,130


$
6,013


$
1,251


$



$
2,130


$
7,264


$
9,394


$
870


$



1962

August 17, 2004

40New Bedford, MA

Long term acute care hospital


1,400



19,772



256







1,400



20,028



21,428



2,657






1942

August 17, 2004

40Covington, LA

Long term acute care hospital


821



10,238







14



821



10,252



11,073



1,175






1984

June 9, 2005

40Denham Springs, LA

Long term acute care hospital


429



5,340







49



429



5,389



5,818



551






1960

June 9, 2005

40Redding, CA

Long term acute care hospital






19,952







4,242



1,629



22,565



24,194



2,351






1991

June 30, 2005

40Sherman Oaks, CA

Acute care general hospital


5,290



13,587







31



5,290



13,618



18,908



1,365






1956

December 30, 2005

40Bloomington, IN

Acute care general hospital


2,457



31,209







408



2,576



31,498



34,074



2,646






2006

August 8, 2006

40Montclair, CA

Acute care general hospital


1,500



17,419







42



1,500



17,461



18,961



1,491






1971

August 9, 2006

40Dallas, TX

Long term acute care hospital


1,000



13,589







368



1,421



13,536



14,957



1,127






2006

September 5, 2006

40Huntington Beach, CA

Acute care general hospital


937



10,907







3



937



10,910



11,847



864






1965

November 8, 2006

40La Palma, CA

Acute care general hospital


937



10,907







3



937



10,910



11,847



864






1971

November 8, 2006

40Anaheim, CA

Acute care general hospital


1,875



21,814







10



1,875



21,824



23,699



1,728






1964

November 8, 2006

40Luling, TX

Long term acute care hospital


811



9,345











811



9,345



10,156



720






2002

December 1, 2006

40San Antonio, TX

Rehabilitaion hospital






10,198















10,198



10,198



786






1987

December 1, 2006

40Victoria, TX

Long term acute care hospital


625



7,197











625



7,197



7,822



555






1998

December 1, 2006

40Houston, TX

Acute care general hospital


4,757



56,238







1,259



5,464



56,790



62,254



4,321



41,200


2006

December 1, 2006

40Bensalem, PA

Acute care general hospital


6,911



38,185







(437
)


6,912



37,747



44,659



2,692






2006

March 19, 2007

40Portland, OR

Long term acute care hospital


3,085



17,859







2,559



3,071



20,432



23,503



1,301






1964

April 18, 2007

40San Diego, CA

Acute care general hospital


6,550



15,653







98



6,550



15,751



22,301



1,046






1964

May 9, 2007

40Redding, CA

Acute care general hospital


1,555



53,863







13



1,555



53,876



55,431



3,266






1974

August 10, 2007

40Houston, TX

Acute care general hospital


3,501



34,530







(5,305
)


3,502



29,224



32,726



1,742






1960

August 10, 2007

40Inglewood, CA

Acute care general hospital


15,600



35,994











15,600



35,994



51,594



2,069






1960

November 1, 2007

40Bennettsville, SC

Acute care general hospital


794



15,772











794



15,772



16,566



691






1984

April 1, 2008

40Bossier City, LA

Long term acute care hospital


900



17,818











900



17,818



18,718



777






1982

April 1, 2008

40Bristol, CT

Wellness Center


485



2,267











485



2,267



2,752



188






1975

April 22, 2008

10Cheraw, SC

Acute care general hospital


657



19,576











657



19,576



20,233



856






1982

April 1, 2008

40Cleveland, TX

Acute care general hospital


341



19,505











341



19,505



19,846



853






1968

April 1, 2008

40Detroit, MI

Long term acute care hospital


1,220



8,687







58



1,220



8,745



9,965



417






1956

May 22, 2008

40Enfield, CT

Wellness Center


384



2,257











384



2,257



2,641



188






1974

April 22, 2008

10Fayetteville, AR

Rehabilitaion hospital


909



18,332











909



18,332



19,241



687






1991

July 14, 2008

40Fort Lauderdale, FL

Rehabilitaion hospital


3,499



21,939







1



3,499



21,940



25,439



916






1985

April 22, 2008

40Garden Grove, CA

Acute care general hospital


5,502



10,748







51



5,502



10,799



16,301



303






1982

November 25, 2008

40Garden Grove, CA

Medical Office Building


862



7,888







28



862



7,916



8,778



214






1982

November 25, 2008

40Idaho Falls, ID

Acute care general hospital


1,822



37,467







3,816



1,822



41,283



43,105



1,686






2002

April 1, 2008

40Morgantown, WV

Rehabilitaion hospital






21,552















21,552



21,552



855






1989

May 19, 2008

40Newington, CT

Wellness Center


270



1,615











270



1,615



1,885



137






1979

April 22, 2008

10Petersburg, VA

Rehabilitaion hospital


1,302



9,121











1,302



9,121



10,423



342






2006

July 1, 2008

40West Valley City, UT

Acute care general hospital


5,516



58,314











5,516



58,314



63,830



2,434






1980

April 22, 2008

40Poplar Bluff, MO

Acute care general hospital


2,659



38,694











2,659



38,694



41,353



1,615






1980

April 22, 2008

40East Providence, RI

Wellness Center


209



1,265











209



1,265



1,474



108






1979

April 22, 2008

10San Dimas, CA

Acute care general hospital


6,160



6,839







34



6,160



6,873



13,033



186






1972

November 25, 2008

40San Dimas, CA

Medical Office Building


1,915



5,085







18



1,915



5,103



7,018



138






1979

November 25, 2008

40West Springfield, MA

Wellness Center


583



3,185











583



3,185



3,768



271






1976

April 22, 2008

10Tucson, AZ

Long term acute care hospital


920



6,078











920



6,078



6,998



266






1987

April 1, 2008

40Warwick, RI

Wellness Center


1,265



759











1,265



759



2,024



64






1979

April 22, 2008

10Webster, TX

Long term acute care hospital


988



10,432







1



988



10,433



11,421



456






1986

April 1, 2008

40Wichita, KS

Rehabilitaion hospital


1,019



18,373







1



1,019



18,374



19,393



803



8,678


1992

April 4, 2008

40$
102,352


$
823,377


$
1,507


$
7,365


$
105,216


$
829,385


$
934,601


$
51,638


$
49,878  III-1




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##### Table of Contents





December 31,


December 31,


December 31,2009


2008


2007COSTBalance at beginning of period

$
943,700


$
614,088


$
486,436Acquisitions


421



418,766



167,246Transfers from construction in progress






2,475



66,040Additions


5,550



308



9,577Dispositions


(15,070
)


(85,648
)


(115,211
)Other






(6,289
)


Balance at end of period

$
934,601


$
943,700(1
)

$
614,088(1
)     December 31,


December 31,


December 31,2009


2008


2007ACCUMULATED DEPRECIATIONBalance at beginning of period

$
30,581


$
20,214


$
12,290Depreciation


21,389



18,118



11,301Depreciation on disposed property


(332
)


(7,751
)


(3,377
)Balance at end of period

$
51,638


$
30,581
(2)

$
20,214
(2)     (1)
    
    Includes gross amount of real estate held for sale cost of
    $15,015 and $85,648 for 2008 and 2007, respectively.(2)
    
    Includes accumulated depreciation included in real estate held
    for sale of $103 and $7,076 for 2008 and 2007, respectively. III-2




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##### Table of Contents



SCHEDULE IV 
    MORTGAGE LOAN ON REAL ESTATE
    MEDICAL PROPERTIES TRUST, INC. AND SUBSIDIARIES  Column A

Column B


Column C


Column D

Column E


Column F


Column G(3)


Column HPrincipalAmount ofLoansSubject toFinal


Periodic




Face


Carrying


DelinquentInterest


Maturity


Payment

Prior


Amount of


Amount of


Principal orDescription

Rate


Date


Terms

Liens


Mortgages


Mortgages


Interest(Dollar amounts in thousands)Long-term first mortgage loan:









Payable in monthly
    installments of interest
    plus principal payable in
    full at maturityDaniel Freeman Marina Hospital


10.4
%


2021





(1
)

$
40,164


$
40,164



(2
)Desert Valley Hospital


9.7
%


2022





(1
)


70,000



70,000



(2
)Desert Valley Hospital


10.7
%


2022





(1
)


15,000



15,000



(2
)Chino Valley Medical Center


9.7
%


2022





(1
)


50,000



50,000



(2
)Paradise Valley Hospital


9.6
%


2022





(1
)


25,000



25,000



(2
)$
200,164


$
200,164     (1)
    
    There were no prior liens on loans as of December 31, 2009.(2)
    
    The mortgage loan was not delinquent with respect to principal
    or interest.(3)
    
    The aggregate cost for Federal income tax purposes in $200,164.    Year Ended December 31,2009


2008


2007(Dollar amounts in thousands)Balance at beginning of year

$
185,000


$
185,000


$
105,000Additions during year:New mortgage loans and additional advances on existing loans


15,164







145,000200,164



185,000



250,000Deductions during year:Settled through acquisition of real estate










25,000Collection of principal










40,000







65,000Balance at end of year

$
200,164


$
185,000


$
185,000  IV-1




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##### Table of Contents



INDEX TO
    EXHIBITS
  ExhibitNumber

Exhibit Title3
.1(1)

Registrants Second Articles of Amendment and Restatement3
.2(2)

Registrants Second Amended and Restated Bylaws3
.3(3)

Articles of Amendment of Registrants Second Articles of
    Amendment and Restatement4
.1(1)

Form of Common Stock Certificate4
.2(4)

Indenture, dated July 14, 2006, among Registrant, MPT
    Operating Partnership, L.P. and the Wilmington
    Trust Company, as trustee4
.3(5)

Indenture, dated November 6, 2006, among Registrant, MPT
    Operating Partnership, L.P. and the Wilmington
    Trust Company, as trustee4
.4(5)

Registration Rights Agreement among Registrant, MPT Operating
    Partnership, L.P. and UBS Securities LLC and J.P. Morgan
    Securities Inc., as representatives of the initial purchasers,
    dated as of November 6, 20064
.5(13)

Indenture, dated as of March 26, 2008, among MPT Operating
    Partnership, L.P., as Issuer, Medical Properties Trust, Inc., as
    Guarantor, and Wilmington Trust Company, as Trustee.4
.6(13)

Registration Rights Agreement among MPT Operating Partnership,
    L.P., Medical Properties Trust, Inc. and UBS Securities LLC, as
    representative of the initial purchases of the notes, dated as
    of March 26, 200810
.1(11)

Second Amended and Restated Agreement of Limited Partnership of
    MPT Operating Partnership, L.P.10
.2(6)

Amended and Restated 2004 Equity Incentive Plan10
.3(7)

Form of Stock Option Award10
.4(7)

Form of Restricted Stock Award10
.5(7)

Form of Deferred Stock Unit Award10
.6(1)

Employment Agreement between Registrant and Edward K. Aldag,
    Jr., dated September 10, 200310
.7(1)

First Amendment to Employment Agreement between Registrant and
    Edward K. Aldag, Jr., dated March 8, 200410
.8(1)

Employment Agreement between Registrant and R. Steven Hamner,
    dated September 10, 200310
.9

Not used10
.10(1)

Employment Agreement between Registrant and Emmett E. McLean,
    dated September 10, 200310
.11(1)

Employment Agreement between Registrant and Michael G. Stewart,
    dated April 28, 200510
.12(1)

Form of Indemnification Agreement between Registrant and
    executive officers and directors10
.13(8)

Credit Agreement dated October 27, 2005, among MPT
    Operating Partnership, L.P., as borrower, and Merrill Lynch
    Capital, a division of Merrill Lynch Business Financial
    Services, Inc., as Administrative Agent and Lender, and
    Additional Lenders from Time to Time a Party thereto10
.14(1)

Third Amended and Restated Lease Agreement between 1300 Campbell
    Lane, LLC and 1300 Campbell Lane Operating Company, LLC, dated
    December 20, 200410
.15(1)

First Amendment to Third Amended and Restated Lease Agreement
    between 1300 Campbell Lane, LLC and 1300 Campbell Lane Operating
    Company, LLC, dated December 31, 200410
.16(1)

Second Amended and Restated Lease Agreement between 92 Brick
    Road, LLC and 92 Brick Road, Operating Company, LLC, dated
    December 20, 200410
.17(1)

First Amendment to Second Amended and Restated Lease Agreement
    between 92 Brick Road, LLC and 92 Brick Road, Operating Company,
    LLC, dated December 31, 200410
.18(1)

Ground Lease Agreement between West Jersey Health System and
    West Jersey/Mediplex Rehabilitation Limited Partnership, dated
    July 15, 199310
.19(1)

Third Amended and Restated Lease Agreement between
    San Joaquin Health Care Associates Limited Partnership and
    7173 North Sharon Avenue Operating Company, LLC, dated
    December 20, 200410
.20(1)

First Amendment to Third Amended and Restated Lease Agreement
    between San Joaquin Health Care Associates Limited
    Partnership and 7173 North Sharon Avenue Operating Company, LLC,
    dated December 31, 2004




---



##### Table of Contents



ExhibitNumber

Exhibit Title10
.21(1)

Second Amended and Restated Lease Agreement between 8451 Pearl
    Street, LLC and 8451 Pearl Street Operating Company, LLC, dated
    December 20, 200410
.22(1)

First Amendment to Second Amended and Restated Lease Agreement
    between 8451 Pearl Street, LLC and 8451 Pearl Street Operating
    Company, LLC, dated December 31, 200410
.23(1)

Second Amended and Restated Lease Agreement between 4499
    Acushnet Avenue, LLC and 4499 Acushnet Avenue Operating Company,
    LLC, dated December 20, 200410
.24(1)

First Amendment to Second Amended and Restated Lease Agreement
    between 4499 Acushnet Avenue, LLC and 4499 Acushnet Avenue
    Operating Company, LLC, dated December 31, 200410
.25(1)

Purchase and Sale Agreement among MPT Operating Partnership,
    L.P., MPT of Sherman Oaks, LLC, Prime A Investments, L.L.C.,
    Prime Healthcare Services II, LLC, Prime Healthcare Services,
    Inc., Desert Valley Medical Group, Inc. and Desert Valley
    Hospital, Inc., dated December 30, 200510
.26(11)

Form of Medical Properties Trust, Inc. 2007 Multi-Year Incentive
    Plan Award Agreement (LTIP Units)10
.27(11)

Form of Medical Properties Trust, Inc. 2007 Multi-Year Incentive
    Plan Award Agreement (Restricted Shares)10
.28(12)

Term Loan Credit Agreement among Medical Properties Trust, Inc.,
    MPT Operating Partnership, L.P., as Borrower, the Several
    Lenders from Time to Time Parties Thereto, KeyBank National
    Association, as Syndication Agent, and JP Morgan Chase Bank,
    N.A. as Administrative Agent, with J.P. Morgan Securities
    Inc. and KeyBank National Association, as Joint Lead Arrangers
    and Bookrunners10
.29(10)

First Amendment to Term Loan Agreement10
.30(17)

Revolving Credit and Term Loan Agreement, dated
    November 30, 2007, among Medical Properties Trust, Inc.,
    MPT Operating Partnership, L.P., as Borrower, the Several
    Lenders from Time to Time Parties Thereto, KeyBank National
    Association, as Syndication Agent, and JPMorgan Chase Bank, N.A.
    as Administrative Agent, with J.P. Morgan Securities Inc.
    and KeyBank National Association, as Joint Lead Arrangers and
    Bookrunners10
.31(16)

Second Amendment to Employment Agreement between Registrant and
    Edward K. Aldag, Jr., dated September 29, 200610
.32(16)

First Amendment to Employment Agreement between Registrant and
    R. Steven Hamner, dated September 29, 200610
.33(16)

First Amendment to Employment Agreement between Registrant and
    Emmett E. McLean, dated September 29, 200610
.34(16)

First Amendment to Employment Agreement between Registrant and
    Michael G. Stewart, dated September 29, 200610
.35(8)

Second Amended and Restated 2004 Equity Incentive Plan10
.36(14)

First Amendment to Revolving Credit and Term Loan Agreement
    dated March 13, 200810
.37(14)

Purchase and Sale Agreement among MPT Operating Partnership,
    L.P., HCP Inc., FAEC Holdings(BC), LLC, HCPI Trust, HCP Das
    Petersburg VA, LP, and Texas HCP Holdings, L.P. dated as of
    March 13, 200810
.38(14)

First Amendment to Purchase and Sale Agreement among MPT
    Operating Partnership, L.P., HCP Inc., FAEC Holdings(BC), LLC,
    HCPI Trust, HCP Das Petersburg VA, LP, and Texas HCP Holdings,
    L.P. dated as of March 28, 200810
.39(15)

Second Amendment to Purchase and Sale Agreement among MPT
    Operating Partnership, L.P., HCP Inc., FAEC Holdings(BC), LLC,
    HCPI Trust, HCP Das Petersburg VA, LP, and Texas HCP Holdings,
    L.P. dated as of April 1, 200810
.40(15)

Third Amendment to Purchase and Sale Agreement among MPT
    Operating Partnership, L.P., HCP Inc., FAEC Holdings(BC), LLC,
    HCPI Trust, HCP Das Petersburg VA, LP, and Texas HCP Holdings,
    L.P. dated as of April 17, 200810
.41(15)

Fourth Amendment to Purchase and Sale Agreement among MPT
    Operating Partnership, L.P., HCP Inc., FAEC Holdings(BC), LLC,
    HCPI Trust, HCP Das Petersburg VA, LP, and Texas HCP Holdings,
    L.P. dated as of May 14, 200810
.42(15)

Fifth Amendment to Purchase and Sale Agreement among MPT
    Operating Partnership, L.P., HCP Inc., FAEC Holdings(BC), LLC,
    HCPI Trust, HCP Das Petersburg VA, LP, and Texas HCP Holdings,
    L.P. dated as of June 18, 2008




---



##### Table of Contents



ExhibitNumber

Exhibit Title10
.43(15)

Sixth Amendment to Purchase and Sale Agreement among MPT
    Operating Partnership, L.P., HCP Inc., FAEC Holdings(BC), LLC,
    HCPI Trust, HCP Das Petersburg VA, LP, and Texas HCP Holdings,
    L.P. dated as of June 30, 200810
.44(18)

Second Amendment to Employment Agreement between Registrant and
    William G. McKenzie, dated February 27, 200910
.45(18)

Second Amendment to Employment Agreement between Registrant and
    Michael G. Stewart, dated January 1, 200810
.46(18)

Third Amendment to Employment Agreement between Registrant and
    Michael G. Stewart, dated January 1, 200910
.47(18)

Second Amendment to Employment Agreement between Registrant and
    Emmett E. McLean, dated January 1, 200810
.48(18)

Third Amendment to Employment Agreement between Registrant and
    Emmett E. McLean, dated January 1, 200910
.49(18)

Second Amendment to Employment Agreement between Registrant and
    Richard S. Hamner, dated January 1, 200810
.50(18)

Third Amendment to Employment Agreement between Registrant and
    R. Steven Hamner, dated January 1, 200910
.51(18)

Third Amendment to Employment Agreement between Registrant and
    Edward K. Aldag, Jr., dated January 1, 200810
.52(18)

Fourth Amendment to Employment Agreement between Registrant and
    Edward K. Aldag, Jr., dated January 1, 200910
.53(18)

Third Amendment to Employment Agreement between Registrant and
    William G. McKenzie, dated January 1, 200810
.54(18)

Fourth Amendment to Employment Agreement between Registrant and
    William G. McKenzie, dated January 1, 200912
.1(19)

Statement re Computation of Ratios21
.1(19)

Subsidiaries of Registrant23
.1(19)

Consent of PricewaterhouseCoopers LLP23
.2(19)

Consent of KPMG LLP23
.3(19)

Consent of Moss Adams LLP31
.1(19)

Certification of Chief Executive Officer pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 193431
.2(19)

Certification of Chief Financial Officer pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 193432
(19)

Certification of Chief Executive Officer and Chief Financial
    Officer pursuant to
    Rule 13a-14(b)
    under the Securities Exchange Act of 1934 and 18 U.S.C.
    Section 135099
.1(20)

Consolidated Financial Statements of Prime Healthcare Services,
    Inc. as of December 31, 2008 and 200799
.2(20)

Consolidated Financial Statements of Prime Healthcare Services,
    Inc. as of September 30, 2009     (1)
    
    Incorporated by reference to Registrants Registration
    Statement on
    Form S-11
    filed with the Commission on October 26, 2004, as amended
    (File
    No. 333-119957).(2)
    
    Incorporated by reference to Registrants current report on
    Form 8-K,
    filed with the Commission on November 24, 2009.(3)
    
    Incorporated by reference to Registrants quarterly report
    on
    Form 10-Q
    for the quarter ended September 30, 2005, filed with the
    Commission on November 10, 2005.(4)
    
    Incorporated by reference to Registrants current report on
    Form 8-K,
    filed with the Commission on July 20, 2006.(5)
    
    Incorporated by reference to Registrants current report on
    Form 8-K,
    filed with the Commission on November 13, 2006.




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##### Table of Contents



(6)
    
    Incorporated by reference to Registrants definitive proxy
    statement on Schedule 14A, filed with the Commission on
    September 13, 2005.(7)
    
    Incorporated by reference to Registrants current report on
    Form 8-K,
    filed with the Commission on October 18, 2005.(8)
    
    Incorporated by reference to Registrants definitive proxy
    statement on Schedule 14A, filed with the Commission on
    April 14, 2007.(9)
    
    Not used.(10)
    
    Incorporated by reference to Registrants quarterly report
    on
    Form 10-Q
    for the quarter ended September 30, 2007, filed with the
    Commission on November 9, 2007.(11)
    
    Incorporated by reference to Registrants current report on
    Form 8-K,
    filed with the Commission on August 6, 2007.(12)
    
    Incorporated by reference to Registrants current report on
    Form 8-K,
    filed with the Commission on August 15, 2007.(13)
    
    Incorporated by reference to Registrants current report on
    Form 8-K,
    filed with the Commission on March 26, 2008.(14)
    
    Incorporated by reference to Registrants quarterly report
    on
    Form 10-Q
    for the quarter ended March 31, 2008, filed with the
    Commission on May 9, 2008.(15)
    
    Incorporated by reference to Registrants quarterly report
    on
    Form 10-Q
    for the quarter ended June 30, 2008, filed with the
    Commission on August 8, 2008.(16)
    
    Incorporated by reference to Registrants annual report on
    Form 10-K/A
    for the period ended December 31, 2007, filed with the
    Commission on July 11, 2008.(17)
    
    Incorporated by reference to Registrants quarterly report
    on
    Form 10-Q
    for the period ended September 30, 2009, filed with the
    Commission on November 9, 2009.(18)
    
    Incorporated by reference to Registrants annual report on
    Form 10-K
    for the period ended December 31, 2008, filed with the
    Commission on March 13, 2009.(19)
    
    Included in this
    Form 10-K.(20)
    
    Since affiliates of Prime Healthcare Services, Inc. lease more
    than 20% of our total assets under triple net leases, the
    financial status of Prime may be considered relevant to
    investors. Primes most recently available audited
    consolidated financial statements (as of and for the years ended
    December 31, 2008 and 2007) and Primes most
    recently available financial statements (unaudited, as of and
    for the period ended September 30, 2009) are
    incorporated by reference to Registrants annual report on
    Form 10-K/A
    for the period ended December 31, 2008 filed with the
    Commission on May 11, 2009 and to Registrants
    quarterly report on
    Form 10-Q
    for the quarter ended September 30, 2009, filed with the
    Commission on November 9, 2009, respectively. We have not
    participated in the preparation of Primes financial
    statements nor do we have the right to dictate the form of any
    financial statements provided to us by Prime.