##### 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, 2008oro

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
      o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer þ

Non-accelerated
    filer o(Do not check if a smaller
    reporting company)

Smaller reporting company o   Rule 12b-2 o þ
  6/30/2008,
    Form 10-K.




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TABLE OF CONTENTS  A WARNING ABOUT FORWARD LOOKING STATEMENTSPART IITEM 1. BusinessITEM 1A. Risk FactorsITEM 1B. Unresolved Staff CommentsITEM 2. PropertiesITEM 3. Legal ProceedingsITEM 4. Submission of Matters to a Vote of Security HoldersPART IIITEM 5. Market for Registrants Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity SecuritiesITEM 6. Selected Financial DataITEM 7. Managements Discussion and Analysis of Financial Condition and Results of OperationsITEM 7A. Quantitative and Qualitative Disclosures about Market RiskITEM 8. Financial Statements and Supplementary DataITEM 9. Changes in and Disagreements With Accountants on Accounting and Financial DisclosureITEM 9A. Controls and ProceduresITEM 9B. Other InformationPART IIIITEM 10. Directors, Executive Officers and Corporate GovernanceITEM 11. Executive CompensationITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersITEM 13. Certain Relationships and Related Transactions, and Director IndependenceITEM 14. Principal Accountant Fees and ServicesPART IVITEM 15. Exhibits and Financial Statement SchedulesSIGNATURESINDEX TO EXHIBITSEX-10.71EX-10.72EX-10.73EX-10.74EX-10.75EX-10.76EX-10.77EX-10.78EX-10.79EX-10.80EX-10.81EX-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.
    general volatility of the capital markets and the market price
    of our common stock;
    changes in our business strategy;
    changes in healthcare laws and regulations;
    availability and terms of capital;
    availability of qualified personnel;
    changes in our industry, interest rates or the general economy;
    the degree and nature of our competition;
    national and local economic, business, real estate and other
    market condition;
    the competitive environment in which we operate;
    the execution of our business plan;
    financing risks; (i)




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
    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 attain and maintain our status as a REIT for
    federal and state income tax purposes; and
    the impact of the current credit crisis and global economic
    slowdown, which is having 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:
  2008





2007





2006General Acute Care Hospitals

$
82,439



70.1
%

$
60,158



73.6
%

$
20,175



55.4
%Long-term Acute Care Hospitals


25,200



21.4
%


17,939



21.9
%


13,524



37.2
%Rehabilitation Hospitals


7,418



6.3
%


3,689



4.5
%


2,704



7.4
%Wellness Centers


1,612



1.4
%






0
%






0
%Medical Office Buildings


894



0.8
%






0
%






0
%Total revenue

$
117,563



100.0
%

$
81,786



100.0
%


36,403



100
%     
    invested approximately $431 million in new healthcare real
    estate assets;
    increased total portfolio assets 41% to approximately
    $1.3 billion at December 31, 2008;
    sold three facilities operated by Vibra Healthcare for proceeds
    of $105 million;
    increased total revenues by 44% for 2008; and
    completed offerings of 12,650,000 shares of common stock
    and $82.0 million in exchangeable notes 1




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Portfolio
    of Properties
    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; and 2




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
    the effect of evolving healthcare regulations on our
    tenants and borrowers profitability; and
    the competition and demographics of the local and surrounding
    areas in which the tenants and borrowers operate.  Our
    Leases and Loans
    Significant
    Tenants
    Environmental
    Matters
      Competition
    
    we may have less knowledge than our competitors of certain
    markets in which we seek to invest in or develop facilities; 3




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
    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.
  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; 4




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
    the financial condition of our tenants and operators, which may
    result in tenant defaults under 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, capital
    expenditures, 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;
    restrict us from making strategic acquisitions or exploiting
    other business opportunities;
    make it more difficult for us to satisfy our obligations;
    place us at a competitive disadvantage compared to our
    competitors that have less debt; and
    limit our ability to borrow additional funds or dispose of
    assets.   5




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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.
     6




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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.
      Accounting
    rules may require consolidation of entities to which we have
    made loans and other adjustments to our financial
    statements.
  (FIN 46-R,
 7




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and/or
  The
    bankruptcy or insolvency of our tenants under our leases could
    seriously harm our operating results and financial
    condition.
    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.   8




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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.
      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.
   9




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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.     10




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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.
   11




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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
     12




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Applicable
    Laws
  Anti-Kickback Statute. § 1320a-7b(b))
    Federal Physician Self-Referral Statute (Stark
    Law).
      The False Claims Act. qui
    tam
 13




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The Civil Monetary Penalties Law.
  HIPAA Administrative Simplification and Privacy
    Requirements.
  Licensure.
  EMTALA.
  Antitrust Laws.
  Healthcare Industry
    Investigations.
 14




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Regulatory and Legislative
    Developments. pay-for-performance
  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
   15




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The
    healthcare industry is heavily regulated and existing and new
    laws or regulations, changes to existing laws or regulations,
    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.
        Certain
    of our lease arrangements may be subject to fraud and abuse or
    physician self-referral laws.
   16




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State
    certificate of need laws may adversely affect our development of
    facilities and the operations of our tenants.
      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.
     17




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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.
    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.   18




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Failure
    to make required distributions would subject us to
    tax.
      Complying
    with REIT requirements may cause us to forego otherwise
    attractive opportunities.
    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.
     19




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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.  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   20




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ITEM 2.
    Properties    Total 2008


Percentage of


TotalState

Revenue


Total Revenue


InvestmentArizona

$
492



0.42
%

$
7,057Arkansas


803



0.68
%


19,523California


51,030



43.40
%


560,947Colorado


1,498



1.27
%


9,503Connecticut


828



0.70
%


7,837Florida


1,556



1.32
%


25,809Idaho


3,689



3.14
%


41,803Indiana


6,863



5.84
%


60,695Kansas


1,337



1.14
%


19,719Louisiana


3,610



3.07
%


36,971Massachusetts


6,686



5.69
%


47,355Michigan


971



0.83
%


13,608Missouri


2,628



2.24
%


41,442Oregon


3,450



2.93
%


27,677Pennsylvania


3,011



2.56
%


44,521
(A)Rhode Island


363



0.31
%


3,737South Carolina


2,953



2.51
%


37,955Texas


19,653



16.72
%


184,776
(B)Utah


4,565



3.88
%


66,354Virginia


536



0.46
%


10,915West Virginia


1,041



0.89
%


21,790$
117,563



100.0
%

$
1,289,994     (A)
    
    Represents our Bucks County hospital and medical office
    building. On January 30, 2009, we terminated the lease with
    the existing tenant and the hospital is no longer operating. We
    are currently evaluating options to sell or lease the facilities
    to a new operator.(B)
    
    Includes our River Oaks facilities that are currently not being
    operated. Our total investment in the River Oaks facilities is
    $34.7 million. We are currently repairing the facilities
    due to the damage caused by Hurricane Ike, while also looking
    for a new tenant(s) to lease the facilities or for a buyer(s) to
    potentially purchase the facilities.  Number of


Number of


Number ofType of Property

Properties


Square Feet


Licensed BedsGeneral Acute Care Hospitals


24



3,526,956



3,661Long-Term Acute Care Hospitals


13



937,278



1,018Medical Office Buildings


2



80,710



NARehabilitation Hospitals


6



473,543



436Wellness Centers


6



251,213



NA51



5,269,700



5,115  21




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ITEM 3.
    Legal
    Proceedings    and/or
   
  ITEM 4.
    Submission
    of Matters to a Vote of Security Holders   
  PART II
 
  ITEM 5.
    Market
    for Registrants Common Equity, Related Stockholder
    Matters, and Issuer Purchases of Equity Securities    High


Low


DividendsYear 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



0.20Year ended December 31, 2007First Quarter

$
16.70


$
14.44


$
0.27Second Quarter


15.25



12.16



0.27Third Quarter


13.88



10.86



0.27Fourth Quarter


13.99



9.80



0.27  22




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Medical
    Properties Trust, Inc.
  Total Return Performance
  
  Index


07/07/05


12/31/05


12/31/06


12/31/07


12/31/08Medical Properties Trust, Inc.



100.00




96.50




163.45




118.15




80.81Russell 2000



100.00




104.29




123.44




121.51




80.45NAREIT All Equity REIT Index



100.00




98.41




132.92




112.06




69.78SNL US REIT Healthcare



100.00




95.19




137.89




139.87




124.54  23




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ITEM 6.
    Selected
    Financial Data  Form 10-K.
  Form 10-K.
    2008(1)


2007(1)


2006(1)


2005(1)


2004(1)OPERATING DATATotal revenue

$
117,563


$
81,786


$
36,403


$
16,512


$
4,444Depreciation and amortization


25,561



10,342



4,437



1,915



345General and administrative expenses


24,198



15,683



10,080



7,915



5,636Interest expense


(40,652
)


(28,236
)


(4,418
)


(1,521
)


(33
)Income (loss) from continuing operations


27,205



27,889



17,983



7,252



(640
)Income from discontinued operations


7,282



13,351



12,177



12,388



5,216Net income (loss)

$
34,487


$
41,240


$
30,160


$
19,640


$
4,576Income (loss) from continuing operations per diluted common share

$
0.44


$
0.58


$
0.45


$
0.23


$
(0.03
)Income from discontinued operations per diluted common share


0.11



0.28



0.31



0.38



0.27Net income (loss) per diluted common share

$
0.55


$
0.86


$
0.76


$
0.61


$
0.24Weighted average number of common shares  diluted


62,144,011



47,903,432



39,701,976



32,370,089



19,312,634OTHER DATADividends declared per common share

$
1.01


$
1.08


$
0.99


$
0.62


$
0.21Reconciliation of Net Income to Funds from OperationsNet income (loss)

$
34,487


$
41,240


$
30,160


$
19,640


$
4,576Depreciation and amortization(2)


26,319



12,671



6,705



4,183



1,479(Gain) on sale of real estate sold


(9,305
)


(4,062
)










Funds from operations(3)

$
51,501


$
49,849


$
36,865


$
23,823


$
6,055Funds from operations per diluted common share

$
0.83


$
1.04


$
0.93


$
0.74


$
0.31     (1)
    
    We invested $469.5 million, $342.0 million,
    $303.4 million, $222.4 million, and
    $194.8 million in real estate in 2008, 2007, 2006, 2005,
    and 2004, 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 8 of this Annual Report on
    form 10-K
    for further information on acquisitions of real estate and new
    loans. 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 8 on this Annual report on 24




---



##### Table of Contents



Form 10-K
    for further information regarding our debt, common stock and
    discontinued operations, respectively.(2)
    
    Also includes depreciation and amortization reflected in
    discontinued operations related to properties sold or held for
    sale.(3)
    
    Funds From Operations, or FFO, is a widely recognized measure of
    REIT performance. We compute FFO in accordance with standards
    established by the National Association of Real Estate
    Investment Trusts, or NAREIT, which may not be comparable to FFO
    reported by other REITs that do not compute FFO in accordance
    with the NAREIT definition, or that interpret the NAREIT
    definition differently than we do. The revised White Paper on
    FFO approved by the Board of Governors of NAREIT in April 2002
    defines FFO as net income (loss) (computed in accordance with
    generally accepted accounting principles, or GAAP), excluding
    gains (or losses) from debt restructuring and sales of
    properties, plus real estate related depreciation and
    amortization and after adjustments for unconsolidated
    partnerships and joint ventures. We present FFO because we
    consider it an important supplemental measure of our operating
    performance and believe that it is frequently used by securities
    analysts, investors and other interested parties in the
    evaluation of REITS. We also use FFO as one of several criteria
    to determine performance-based bonuses for members of our senior
    management. FFO is intended to exclude GAAP historical cost
    depreciation and amortization of real estate and related assets,
    which assumes that the value of real estate assets diminishes
    ratably over time. Historically, however, real estate values
    have risen or fallen with market conditions. Because FFO
    excludes depreciation and amortization unique to real estate,
    gains and losses from property dispositions and extraordinary
    items, it provides a performance measure that, when compared
    year over year, reflects the impact to operations from trends in
    rental rates, operating costs, interest costs, providing
    perspective not immediately apparent from net income. FFO should
    not be considered as an alternative to net income (determined in
    accordance with GAAP), as an indication of our financial
    performance or to cash flow from operating activities
    (determined in accordance with GAAP) as a measure of our
    liquidity, nor is it indicative of funds available to fund our
    cash needs, including our ability to make cash distributions.  December 31,2008(1)


2007(1)


2006(1)


2005(1)


2004(1)BALANCE SHEET DATAReal estate assets  at cost

$
996,965


$
649,963


$
558,124


$
337,102


$
151,690Other loans and investments


293,523



265,758



150,173



85,813



50,224Cash and equivalents


11,748



94,215



4,103



59,116



97,544Total assets


1,311,440



1,051,660



744,757



495,453



306,506Debt


638,366



480,525



304,962



65,010



56,000Other liabilities


54,473



57,937



95,022



71,992



17,778Minority interests


243



77



1,052



2,174



1,000Total stockholders equity


618,358



513,121



343,721



356,277



231,728Total liabilities and stockholders equity


1,311,440



1,051,660



744,757



495,453



306,506  25




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##### Table of Contents



ITEM 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Overview
    Form 10-K.
  Disclosures about Segments of an Enterprise and Related
    Information
         26




---



##### Table of Contents



10-year
  10-K), 10-K).
             27




---



##### Table of Contents



Critical
    Accounting Policies
    Revenue Recognition.
    and/or
  Investments in Real Estate.
   28




---



##### Table of Contents



Purchase Price Allocation.
  e.g. lease-up lease-up
      Loans:
  Losses from Rent Receivables:
 29




---



##### Table of Contents



Accounting for Derivative Financial Investments and Hedging
    Activities. Accounting for Derivative Instruments and Hedging
    Activities
  No. 00-19 Accounting for Derivative Financial Instruments Indexed to,
    and Potentially Settled in, a Companys Own Stock. No. 00-19
    No. 00-19. 14-1, Accounting for Convertible Debt Instruments that may be
    Settled in Cash upon Conversion (Including Partial Cash
    Settlement)
  Variable Interest Entities. Consolidated
    Financial Statements
 30




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##### Table of Contents



Stock-Based Compensation. Accounting for Stock Issued to
    Employees.
  Disclosure
    of Contractual Obligations
    Less Than








AfterContractual Obligations

1 Year


1-3 Years


3-5 Years


5 Years


TotalSenior notes

$
9,630,775


$
17,348,352


$
6,840,625


$
134,231,658


$
168,051,410Exchangeable notes


16,037,500



168,986,596



91,330,589







276,354,685Revolving credit facilities(1)


6,875,572



163,948,566



39,979,118







210,803,256Term notes(2)


5,548,288



109,377,555











114,925,843Operating lease commitments(3)


841,405



1,679,180



1,593,979



29,720,870



33,835,434Purchase obligations


6,300,000















6,300,000Totals

$
45,233,540


$
461,340,249


$
139,744,311


$
163,952,528


$
810,270,628    (1)
    
    Assumes the balance and interest rates are those in effect at
    December 31, 2008 and no principal payments are made until
    the expiration of the facilities.(2)
    
    Assumes interest rates are those in effect at December 31,
    2008.(3)
    
    Some of our contractual obligations to make operating lease
    payments are related to ground leases for which we are
    reimbursed by our tenants. 31




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##### Table of Contents



Liquidity
    and Capital Resources
          Form 10-K.
  Form 10-K
  Short-term Liquidity Requirements:
  Long-term Liquidity Requirements:
 32




---



##### Table of Contents




    Property sales  we believe we have several assets
    that, even in the current credit environment, may attract
    purchasers willing and able to pay acceptable prices. However,
    we believe any possible sale transactions will be conditional on
    the purchasers ability to obtain acceptable financing, and
    there is no assurance that such financing will be available.
    Incremental borrowings  we have recently successfully
    demonstrated our ability to access property level debt with
    attractive terms, providing liquidity for reduction of earlier
    maturing loans and debt. Moreover, our $30.0 million term
    loan that matures in 2010 is prepayable without penalty and is
    collateralized by properties with an estimated aggregate value
    of more than $340.0 million. Payment of this loan would
    make such collateral available for significant incremental
    borrowing. Because availability of credit is presently highly
    uncertain there is no assurance that we could obtain such
    incremental borrowings.
    Extension of existing maturities  we expect that as
    market conditions improve, our existing lenders may be willing
    to offer additional extension options as our facilities mature.
    There is no assurance, however, that conditions will improve or
    that our lenders will offer extensions; moreover, pricing and
    other terms that may be associated with any such extensions may
    not be attractive to us.    Results
    of Operations
  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

$
82,319



70.0
%

$
42,620



52.1
%

$
39,699Straight-line rents


3,971



3.4
%


8,513



10.4
%


(4,542
)Percentage rents


1,453



1.2
%


301



0.4
%


1,152Interest from loans


28,536



24.3
%


26,000



31.8
%


2,536Fee income


1,284



1.1
%


4,352



5.3
%


(3,068
)Total revenue

$
117,563



100.0
%

$
81,786



100.0
%

$
35,777    33




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##### Table of Contents



Year
    Ended December 31, 2007 Compared to the Year Ended
    December 31, 2006
   34




---



##### Table of Contents



2007





2006





ChangeBase rents

$
42,620



52.1
%

$
18,514



50.9
%

$
24,106Straight-line rents


8,513



10.4
%


4,345



11.9
%


4,168Percentage rents


301



0.4
%


1,231



3.4
%


(930
)Interest from loans


26,000



31.8
%


11,893



32.7
%


14,107Fee income


4,352



5.3
%


420



1.1
%


3,932Total revenue

$
81,786



100.0
%

$
36,403



100.0
%

$
45,383               Discontinued
    Operations
   35




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##### Table of Contents



Reconciliation
    of Non-GAAP Financial Measures
        For the Years Ended December 31,2008


2007


2006Net income

$
34,487


$
41,240


$
30,160Depreciation and amortization


26,319



12,671



6,705(Gain) on sale of real estate sold


(9,305
)


(4,062
)


Funds from operations  FFO

$
51,501


$
49,849


$
36,865  36




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##### Table of Contents



Per diluted share amounts
  For the Years EndedDecember 31,2008


2007


2006Net income

$
0.55


$
0.86


$
0.76Depreciation and amortization


0.42



0.27



0.17(Gain) on sale of real estate sold


(0.14
)


(0.09
)


Funds from operations  FFO

$
0.83


$
1.04


$
.93   Distribution
    Policy
      Declaration Date

Record Date

Date of Distribution

Distribution per ShareDecember 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

$
0.27November 16, 2006

December 14, 2006

January 11, 2007

$
0.27August 18, 2006

September 14, 2006

October 12, 2006

$
0.26May 18, 2006

June 15, 2006

July 13, 2006

$
0.25February 16, 2006

March 15, 2006

April 12, 2006

$
0.21    37




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##### Table of Contents



ITEM 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk      Interest
    Rate Sensitivity Analysis
        Share
    Price Sensitivity
       38




---



##### Table of Contents



ITEM 8.
    Financial
    Statements and Supplementary Data  Report of
    Independent Registered Public Accounting Firm     Internal Control  Integrated Framework Form 10-K.
      
    39




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
                 40




---



##### Table of Contents



MEDICAL
    PROPERTIES TRUST, INC. AND SUBSIDIARIES
 Consolidated
    Balance Sheets  December 31,2008


2007(Amounts in thousands, except for per share data)ASSETSReal estate assetsLand

$
109,908


$
64,628Buildings and improvements


833,792



463,812Construction in progress


493



435Intangible lease assets


52,772



39,677Mortgage loans


185,000



185,000Real estate held for sale






81,411Gross investment in real estate assets


1,181,965



834,963Accumulated depreciation


(30,581
)


(13,138
)Accumulated amortization


(9,753
)


(1,634
)Net investment in real estate assets


1,141,631



820,191Cash and cash equivalents


11,748



94,215Interest and rent receivables


13,837



10,234Straight-line rent receivables


19,003



14,856Other loans


108,523



80,758Assets of discontinued operations


2,385



13,228Other assets


14,313



18,178Total Assets

$
1,311,440


$
1,051,660LIABILITIES AND STOCKHOLDERS EQUITYLiabilitiesDebt

$
638,366


$
480,525Accounts payable and accrued expenses


24,718



21,091Deferred revenue


16,110



20,839Lease deposits and other obligations to tenants


13,645



16,007Total liabilities


692,839



538,462Commitments and ContingenciesMinority interests


243



77Stockholders equityPreferred stock, $0.001 par value. Authorized
    10,000 shares; no shares outstanding






Common stock, $0.001 par value. Authorized
    100,000 shares; issued and outstanding 
    65,056 shares at December 31, 2008 and
    52,133 shares at December 31, 2007


65



52Additional paid-in capital


675,253



540,501Distributions in excess of net income


(56,698
)


(27,170
)Treasury shares, at cost


(262
)


(262
)Total stockholders equity


618,358



513,121Total Liabilities and Stockholders Equity

$
1,311,440


$
1,051,660    41




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##### Table of Contents



MEDICAL
    PROPERTIES TRUST, INC. AND SUBSIDIARIES
 Consolidated
    Statements of Income  For the Years Ended December 31,2008


2007


2006(Amounts in thousands, except for per share data)RevenuesRent billed

$
83,773


$
42,921


$
19,745Straight-line rent


3,971



8,513



4,345Interest and fee income


29,819



30,352



12,313Total revenues


117,563



81,786



36,403ExpensesReal estate depreciation and amortization


25,561



10,342



4,437General and administrative


24,198



15,683



10,080Total operating expenses


49,759



26,025



14,517Operating income


67,804



55,761



21,886Other income (expense)Interest income


53



364



515Interest expense


(40,652
)


(28,236
)


(4,418
)Net other (expense) income


(40,599
)


(27,872
)


(3,903
)Income from continuing operations


27,205



27,889



17,983Income from discontinued operations


7,282



13,351



12,177Net income

$
34,487


$
41,240


$
30,160Net income per common share  basicIncome from continuing operations

$
0.44


$
0.58


$
0.45Income from discontinued operations


0.12



0.28



0.31Net income

$
0.56


$
0.86


$
0.76Weighted average shares outstanding  basic


62,038



47,717



39,538Net income per share  dilutedIncome from continuing operations

$
0.44


$
0.58


$
0.45Income from discontinued operations


0.11



0.28



0.31Net income

$
0.55


$
0.86


$
0.76Weighted average shares outstanding  diluted


62,144



47,903



39,702    42




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##### Table of Contents



MEDICAL
    PROPERTIES TRUST, INC. AND SUBSIDIARIES
 Consolidated
    Statements of Stockholders Equity
    For the Years Ended December 31, 2008, 2007 and
    2006  Preferred


Common


Additional


Distributions





TotalPar





Par


Paid-in


in Excess


Treasury


StockholdersShares


Value


Shares


Value


Capital


of Net Income


Stock


Equity(Amounts in thousands, except per share data)Balance at December 31, 2005





$




39,345


$
39


$
359,588


$
(3,351
)

$



$
356,276Deferred stock units issued to directors


















312



(44
)






268Amortization of stock-based compensation










240







3,068











3,068Cost of call spread transaction


















(6,290
)










(6,290
)Dividends declared ($.90 per common share)






















(39,761
)






(39,761
)Net income






















30,160







30,160Balance at December 31, 2006










39,585



39



356,678



(12,996
)






343,721Deferred stock units issued to directors










11







54



(54
)






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











43,289Treasury stock acquired


























(262
)


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






















(55,360
)






(55,360
)Net income






















41,240







41,240Balance at December 31, 2007










52,133



52



540,501



(27,170
)


(262
)


513,121Deferred stock units issued to directors


















48



(48
)






Amortization of stock-based compensation










273







6,386











6.386Proceeds from offering (net of offering costs)










12,650



13



128,318











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






















(63,967
)






(63,967
)Net income






















34,487







34,487Balance at December 31, 2008





$




65,056


$
65


$
675,253


$
(56,698
)

$
(262
)

$
618,358    43




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##### Table of Contents



MEDICAL
    PROPERTIES TRUST, INC. AND SUBSIDIARIES
 Consolidated
    Statements of Cash Flows  For the Years Ended December 31,2008


2007


2006(Amounts in thousands)Operating activitiesNet income

$
34,487


$
41,240


$
30,160Adjustments to reconcile net income to net cash provided by
    operating activitiesDepreciation and amortization


26,535



13,172



8,318Amortization of deferred financing costs


6,174



4,839



1,069Straight-line rent revenue


(9,402
)


(12,278
)


(6,876
)Share-based compensation expense


6,385



4,484



3,116(Gain) loss from sale of real estate


(9,305
)


(4,062
)


Deferred revenue and fee income


(7,583
)


(1,157
)


(1,192
)Provision for uncollectible receivables and loans


5,700



1,667



3,313Interest cost recorded as addition to debt










1,253Rent and interest income added to loans


(5,556
)


(8,894
)


(754
)Straight-line rent write-off


14,037



1,198



Other adjustments


(23
)


400



334Decrease (increase) in:Interest and rent receivable


(4,392
)


524



(285
)Other assets


5,249



2,451



(2,408
)Accounts payable and accrued expenses


4,757



(12,855
)


6,983Deferred revenue


2,854



566



107Net cash provided by operating activities


69,917



31,295



43,138Investing activitiesReal estate acquired


(430,710
)


(196,599
)


(115,539
)Proceeds from sale of real estate


89,959



68,203



7,642Principal received on loans receivable


71,941



74,894



Investment in loans receivable


(95,567
)


(128,986
)


(67,597
)Construction in progress






(12,166
)


(114,362
)Other investments


(4,286
)


(5,527
)


(7,005
)Net cash used for investing activities


(368,663
)


(200,181
)


(296,861
)Financing activitiesProceeds from debt


424,055



559,186



362,128Payments of debt


(267,900
)


(427,556
)


(118,607
)Payment of deferred financing costs


(6,072
)


(4,123
)


(1,238
)Distributions paid


(65,098
)


(53,079
)


(36,106
)Lease deposits and other obligations to tenants


2,963



5,534



(1,055
)Proceeds from sale of common shares, net of offering costs


128,331



135,809



Cost of call spread transactions










(6,290
)Proceeds from forward equity sale






43,289



Treasury stock acquired






(262
)


Other






200



(122
)Net cash provided by financing activities


216,279



258,998



198,710(Decrease) increase in cash and cash equivalents for the year


(82,467
)


90,112



(55,013
)Cash and cash equivalents at beginning of year


94,215



4,103



59,116Cash and cash equivalents at end of year

$
11,748


$
94,215


$
4,103Interest paid, including capitalized interest of $ in
    2008, $1,335 in 2007, and $6,220 in 2006

$
31,277


$
24,584


$
5,351Supplemental schedule of non-cash investing activities:Construction period rent and interest receivable recorded as
    deferred revenue

$



$
3,798


$
9,083Real estate acquisitions and new loans receivable recorded as
    lease and loan deposits






1,640



218Real estate acquisitions and new loans receivable recorded as
    deferred revenue






75



1,184Construction and acquisition costs charged to loans and real
    estate






4,971



1,455Lease deposit applied to loan receivable










3,769Construction in progress transferred to land and building





$
69,013


$
94,661Supplemental schedule of non-cash financing activities:Other common stock transactions

$
48


$
54


$
264Supplemental schedule of non-cash operating activities:Tenant deposits recorded in other assets

$



$
7,500


$
    44




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##### Table of Contents



MEDICAL
    PROPERTIES TRUST, INC. AND SUBSIDIARIES



Notes To
    Consolidated Financial Statements  1.
    Organization    Disclosures about Segments of an Enterprise and Related
    Information.
  2.
    Summary
    of Significant Accounting Policies  Use of Estimates:
  Principles of Consolidation:
  (FIN 46-R), Consolidation of Variable Interest Entities Consolidated Financial Statements.
  Cash and Cash Equivalents:
  Deferred Costs:
 45




---



##### Table of Contents



MEDICAL
    PROPERTIES TRUST, INC. AND SUBSIDIARIES
  Notes To
    Consolidated Financial
    Statements  (Continued)
    Revenue Recognition:
      Acquired Real Estate Purchase Price
    Allocation: Business
    Combinations.
 46




---



##### 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

40 yearsTenant lease intangibles

Remaining terms of the related leasesTenant improvements

Term of related leasesFurniture and equipment

3-7 years   and/or Accounting for the Impairment of
    Long-Lived Assets and for Long- Lived Assets to Be Disposed Of,
 47




---



##### Table of Contents



MEDICAL
    PROPERTIES TRUST, INC. AND SUBSIDIARIES
  Notes To
    Consolidated Financial
    Statements  (Continued)
      Loans:
  Losses from Rent Receivables:
  Net Income Per Share: Earnings Per
    Share.
  Income Taxes:
   48




---



##### Table of Contents



MEDICAL
    PROPERTIES TRUST, INC. AND SUBSIDIARIES
  Notes To
    Consolidated Financial
    Statements  (Continued)
    Stock-Based Compensation: Share-Based
    Payment Accounting for Stock Based Compensation
  Derivative Financial Investments and Hedging
    Activities. Accounting
    for Derivative Instruments and Hedging Activities
    No. 00-19, Accounting for Derivative Financial Instruments Indexed to,
    and Potentially Settled in, a Companys Own Stock (EITF 00-19), EITF 00-19
  Reclassifications:
  New Accounting Pronouncements:
  14-1, Accounting for Convertible Debt Instruments That May Be
    Settled in Cash Upon Conversion (Including Partial Cash
    Settlements)
 49




---



##### Table of Contents



MEDICAL
    PROPERTIES TRUST, INC. AND SUBSIDIARIES
  Notes To
    Consolidated Financial
    Statements  (Continued)
    For the Year Ended December 31:2006

$
1612007


1,2942008


1,7872009


2,0932010


2,3052011


2,3022012


8242013


218   Business Combinations
  Non-controlling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51
  Accounting for Leases, SFAS No. 157-2, Effective Date of FASB Statement No. 157 SFAS No. 157-3, Determining the Fair Value of a Financial Asset
 50




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##### Table of Contents



MEDICAL
    PROPERTIES TRUST, INC. AND SUBSIDIARIES
  Notes To
    Consolidated Financial
    Statements  (Continued)
  When the Market for That Asset is Not Active
  Disclosures about Derivative Instruments and Hedging
    Activities  an amendment of FASB Statement
    No. 133
  No. FAS 142-3, Determination of the Useful Life of Intangible Assets Goodwill and Other Intangible
    Assets
  No. 03-6-1, EITF 03-6-1). FSP EITF 03-6-1 EITF 03-6-1, EITF 03-6-1 EITF 03-6-1
  3.
    Real
    Estate and Loans Receivable  Acquisitions
    2008


2007(Amounts in thousands)Land

$
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$
430,710


$
196,599      51




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


2007


2006(Amounts in thousands except per share amounts)Total revenues

$
131,190


$
127,791


$
85,982Net income


31,715



68,110



56,883Income per share-diluted

$
0.49


$
1.12


$
1.09   Disposals
        Intangible
    Assets
   52




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

$
3,8412010


3,8232011


3,6102012


3,2452013


3,212     Leasing
    Operations
    2009

$
83,0772010


93,9812011


89,5722012


87,3272013


88,577Thereafter


620,718$
1,063,252        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, 2008


As of December 31, 2007Weighted Average





Weighted AverageBalance


Interest Rate


Balance


Interest RateMortgage loans

$
185,000



9.6
%

$
185,000



9.2
%Other loans


108,523



10.3
%


80,758



10.2
%$
293,523






$
265,758    54




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##### Table of Contents



MEDICAL
    PROPERTIES TRUST, INC. AND SUBSIDIARIES
  Notes To
    Consolidated Financial
    Statements  (Continued)
        FIN 46-R.
  4.
    Debt    As of December 31, 2008

As of December 31, 2007Balance


Interest Rate

Balance


Interest RateRevolving credit facilities

$
193,000


Variable

$
154,986


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 notes


216,391


6.125%-9.250%


134,704


6.125%Term loans


103,975


Various


65,835


Variable$
638,366




$
480,525  55




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##### Table of Contents



MEDICAL
    PROPERTIES TRUST, INC. AND SUBSIDIARIES
  Notes To
    Consolidated Financial
    Statements  (Continued)
    2009

$
2,0082010


182,273
(A)2011


211,0942012


39,6002013


82,000Thereafter


125,000Total

$
641,975     (A)
    
    $151,000 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.        30-day
 56




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##### Table of Contents



MEDICAL
    PROPERTIES TRUST, INC. AND SUBSIDIARIES
  Notes To
    Consolidated Financial
    Statements  (Continued)
    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 31,2008


2007


2006Common share distribution

$
1.080000


$
1.080000


$
0.990000Ordinary income


0.677940



0.681994



0.531249Capital gains(1)


0.145400



0.192358



0.007080Unrecaptured Sec. 1250 gain


0.138168



0.085269



0.007080Return of capital


0.256660



0.205648



0.181671Allocable to next year










0.270000     (1)
    
    Capital gains include unrecaptured Sec. 1250 gains. 58




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##### Table of Contents



MEDICAL
    PROPERTIES TRUST, INC. AND SUBSIDIARIES
  Notes To
    Consolidated Financial
    Statements  (Continued)
  6.
    Earnings
    Per Share    For the Years Ended December 31,2008


2007


2006Weighted average number of shares issued and outstanding


61,971,045



47,671,736



39,498,712Vested deferred stock units


66,466



45,290



39,165Weighted average shares  basic


62,037,511



47,717,026



39,537,877Restricted stock and other share based awards


106,500



186,406



164,099Weighted average shares  diluted


62,144,011



47,903,432



39,701,976     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).
    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 DateOutstanding at beginning of year


680,515


$
11.85



1,380,375


$
6.79Awarded


405,512


$
12.07







Vested


(256,321
)

$
11.04







Forfeited


(1,600
)

$
12.96







Outstanding at end of year


828,106


$
12.20



1,380,375


$
6.79  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, 2007:
  Vesting Based onVesting Based


Market/Performanceon Service


ConditionsWeighted Average





Weighted AverageShares


Value at Award Date


Shares


Value at Award DateOutstanding at beginning of year


504,679


$
10.18



105,375


$
11.60Awarded


532,750


$
12.41



1,275,000


$
6.39Vested


(348,914
)

$
10.31







Forfeited


(8,000
)

$
11.19







Outstanding at end of year


680,515


$
11.85



1,380,375


$
6.79     8.
    Commitments
    and Contingencies      2009

$
8412010


8352011


8452012


8492013


745Thereafter


29,721$
33,836        61




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##### Table of Contents



MEDICAL
    PROPERTIES TRUST, INC. AND SUBSIDIARIES
  Notes To
    Consolidated Financial
    Statements  (Continued)
    and/or
    9.
    Common
    Stock          10.
    Fair
    Value of Financial Instruments   62




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##### Table of Contents



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


December 31,2008


2007Book


Fair


Book


FairAsset (Liability)

Value


Value


Value


ValueInterest and Rent Receivables

$
13,837


$
12,475


$
10,326


$
10,398Loans


293,523



282,459



265,758



293,347Debt


(638,366
)


(487,198
)


(480,525
)


(467,890
)   11.
    Discontinued
    Operations        For the Years Ended December 31,2008


2007


2006Revenues

$
2,477


$
14,634


$
21,498Gain on sale


9,305



4,061



Net income


7,282



13,351



12,177Earnings per share  diluted

$
0.11


$
0.28


$
0.31  63




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##### Table of Contents



MEDICAL
    PROPERTIES TRUST, INC. AND SUBSIDIARIES
  Notes To
    Consolidated Financial
    Statements  (Continued)
  12.
    Quarterly
    Financial Data (unaudited)    For the Three Month Periods in 2008 EndedMarch 31


June 30


September 30


December 31Revenues

$
23,413


$
31,098


$
33,117


$
29,934Income from continuing operations


8,440



8,599



7,090



3,076Income (loss) from discontinued operations


2,794



5,242



412



(1,166
)Net income


11,234



13,841



7,502



1,910Net income per share  basic

$
0.21


$
0.21


$
0.12


$
0.03Weighted average shares outstanding  basic


52,933,616



64,991,168



65,059,876



65,061,424Net income per share  diluted

$
0.21


$
0.21


$
0.12


$
0.03Weighted average shares outstanding  diluted


53,045,790



65,173,660



65,177,364



65,075,266   For the Three Month Periods in 2007 EndedMarch 31


June 30


September 30


December 31Revenues

$
14,733


$
21,285


$
21,429


$
24,338Income from continuing operations


3,310



10,793



8,424



5,362Income (loss) from discontinued operations


6,894



719



3,223



2,515Net income


10,204



11,512



11,647



7,877Net income per share  basic

$
0.23


$
0.23


$
0.24


$
0.16Weighted average shares outstanding  basic


42,823,619



49,040,141



49,071,806



49,761,733Net income per share  diluted

$
0.23


$
0.23


$
0.24


$
0.16Weighted average shares outstanding  diluted


43,070,303



49,293,328



49,371,555



50,069,759  64




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##### Table of Contents



ITEM 9.
    Changes
    in and Disagreements With Accountants on Accounting and
    Financial Disclosure      Regulation S-K.
 
  ITEM 9A.
    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 9B.  Other
    Information
   
  PART III
 
  ITEM 10.
    Directors,
    Executive Officers and Corporate Governance   
  ITEM 11.
    Executive
    Compensation   
  ITEM 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters   
  ITEM 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence   
  ITEM 14.
    Principal
    Accountant Fees and Services   66




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##### Table of Contents



PART IV
 
  ITEM 15.
    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 8 of this
    Annual Report on
    Form 10-K:Report of Independent Registered Public
    Accounting Firm


39Consolidated Balance Sheets as of
    December 31, 2008 and 2007


41Consolidated Statements of Income for the Years
    Ended December 31, 2008, 2007, and 2006


42Consolidated Statements of Stockholders
    Equity for the Years Ended December 31, 2008, 2007, and
    2006


43Consolidated Statements of Cash Flows for the
    Years Ended December 31, 2008, 2007, and 2006


44Notes to Consolidated Financial Statements


45Index of Consolidated Financial Statement SchedulesSchedule 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 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(16)

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(16)

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 Bucks County Hospital, L.P., Bucks County
    Oncoplastic Institute, LLC, Jerome S. Tannenbaum, M.D., M.
    Stephen Harrison and DSI Facility Development, LLC, dated March
    3, 200510
.26(1)

Amendment to Purchase and Sale Agreement among MPT Operating
    Partnership, L.P., MPT of Bucks County Hospital, L.P., Bucks
    County Oncoplastic Institute, LLC, DSI Facility Development,
    LLC, Jerome S. Tannenbaum, M.D., M. Stephen Harrison and G.
    Patrick Maxwell, M.D., dated April 29, 200510
.27(1)

Lease Agreement between Bucks County Oncoplastic Institute, LLC
    and MPT of Bucks County, L.P., dated September 16, 200510
.28(1)

Development Agreement among DSI Facility Development, LLC, Bucks
    County Oncoplastic Institute, LLC and MPT of Bucks County, L.P.,
    dated September 16, 200510
.29(1)

Funding Agreement among DSI Facility Development, LLC, Bucks
    County Oncoplastic Institute, LLC and MPT of Bucks County, L.P.,
    dated September 16, 200510
.30(1)

Purchase and Sale Agreement between MPT of North Cypress, L.P.
    and North Cypress Medical Center Operating Company, Ltd., dated
    as of June 1, 200510
.31(1)

Contract for Purchase and Sale of Real Property between North
    Cypress Property Holdings, Ltd. and MPT of North Cypress, L.P.,
    dated as of June 1, 200510
.32(1)

Sublease Agreement between MPT of North Cypress, L.P. and North
    Cypress Medical Center Operating Company, Ltd., dated as of June
    1, 200510
.33(1)

Net Ground Lease between North Cypress Property Holdings, Ltd.
    and MPT of North Cypress, L.P., dated as of June 1, 200510
.34(1)

Lease Agreement between MPT of North Cypress, L.P. and North
    Cypress Medical Center Operating Company, Ltd., dated as of June
    1, 200510
.35(1)

Net Ground Lease between Northern Healthcare Land Ventures, Ltd.
    and MPT of North Cypress, L.P., dated as of June 1, 200510
.36(1)

Construction Loan Agreement between North Cypress Medical Center
    Operating Company, Ltd. and MPT Finance Company, LLC, dated June
    1, 200510
.37(1)

Purchase, Sale and Loan Agreement among MPT Operating
    Partnership, L.P., MPT of Covington, LLC, MPT of Denham Springs,
    LLC, Covington Healthcare Properties, L.L.C., Denham Springs
    Healthcare Properties, L.L.C., Gulf States Long Term Acute Care
    of Covington, L.L.C. and Gulf States Long Term Acute Care of
    Denham Springs, L.L.C., dated June 9, 200510
.38(1)

Lease Agreement between MPT of Covington, LLC and Gulf States
    Long Term Acute Care of Covington, L.L.C., dated June 9, 200510
.39(1)

Promissory Note made by Denham Springs Healthcare Properties,
    L.L.C. in favor of MPT of Denham Springs, LLC, dated June 9, 200510
.40(1)

Purchase and Sale Agreement among MPT Operating Partnership,
    L.P., MPT of Redding, LLC, Vibra Healthcare, LLC and Northern
    California Rehabilitation Hospital, LLC, dated June 30, 200510
.41(1)

Lease Agreement between Northern California Rehabilitation
    Hospital, LLC and MPT of Redding, LLC, dated June 30, 200510
.42(1)

Amendment No. 1 to Ground Lease Agreement between National
    Medical Specialty Hospital of Redding, Inc. and Ocadian Care
    Centers, Inc., dated November 29, 2001 69




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##### Table of Contents



ExhibitNumber

Exhibit Title10
.43(1)

Purchase and Sale Agreement among MPT Operating Partnership,
    L.P., MPT of Bloomington, LLC, Southern Indiana Medical Park II,
    LLC and Monroe Hospital, LLC, dated October 7, 200510
.44(1)

Lease Agreement between Monroe Hospital, LLC and MPT of
    Bloomington, LLC, dated October 7, 200510
.45(1)

Development Agreement among Monroe Hospital, LLC, Monroe
    Hospital Development, LLC and MPT of Bloomington, LLC, dated
    October 7, 200510
.46(1)

Funding Agreement between Monroe Hospital, LLC and MPT of
    Bloomington, LLC, dated October 7, 200510
.47(1)

Purchase and Sale Agreement among MPT Operating Partnership,
    L.P., MPT of Chino, LLC, Prime Healthcare Services, LLC, Veritas
    Health Services, Inc., Prime Healthcare Services, Inc., Desert
    Valley Hospital, Inc. and Desert Valley Medical Group, Inc.,
    dated November 30, 200510
.48(1)

Lease Agreement among Veritas Health Services, Inc., Prime
    Healthcare Services, LLC and MPT of Chino, LLC, dated November
    30, 200510
.49(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
.50(1)

Lease Agreement between MPT of Sherman Oaks, LLC and Prime
    Healthcare Services II, LLC, dated December 30, 200510
.51(11)

Form of Medical Properties Trust, Inc. 2007 Multi-Year Incentive
    Plan Award Agreement (LTIP Units)10
.52(11)

Form of Medical Properties Trust, Inc. 2007 Multi-Year Incentive
    Plan Award Agreement (Restricted Shares)10
.53(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
.54(10)

First Amendment to Term Loan Agreement10
.55(16)

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
.56(16)

Second Amendment to Employment Agreement between Registrant and
    Edward K. Aldag, Jr., dated September 29, 200610
.57(16)

First Amendment to Employment Agreement between Registrant and
    R. Steven Hamner, dated September 29, 200610
.58(1)

First Amendment to Employment Agreement between Registrant and
    Emmett E. McLean, dated September 29, 200610
.59(16)

First Amendment to Employment Agreement between Registrant and
    Michael G. Stewart, dated September 29, 200610
.60(8)

Second Amended and Restated 2004 Equity Incentive Plan10
.61(14)

First Amendment to Revolving Credit and Term Loan Agreement
    dated March 13, 200810
.62(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
.63(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
.64(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, 2008 70




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##### Table of Contents



ExhibitNumber

Exhibit Title10
.65(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
.66(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
.67(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
.68(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
.71(17)

Second Amendment to Employment Agreement between Registrant and
    William G. McKenzie, dated February 27, 200910
.72(17)

Second Amendment to Employment Agreement between Registrant and
    Michael G. Stewart, dated January 1, 200810
.73(17)

Third Amendment to Employment Agreement between Registrant and
    Michael G. Stewart, dated January 1, 200910
.74(17)

Second Amendment to Employment Agreement between Registrant and
    Emmett E. McLean, dated January 1, 200810
.75(17)

Third Amendment to Employment Agreement between Registrant and
    Emmett E. McLean, dated January 1, 200910
.76(17)

Second Amendment to Employment Agreement between Registrant and
    Richard S. Hamner, dated January 1, 200810
.77(17)

Third Amendment to Employment Agreement between Registrant and
    R. Steven Hamner, dated January 1, 200910
.78(17)

Third Amendment to Employment Agreement between Registrant and
    Edward K. Aldag, Jr., dated January 1, 200810
.79(17)

Fourth Amendment to Employment Agreement between Registrant and
    Edward K. Aldag, Jr., dated January 1, 200910
.80(17)

Third Amendment to Employment Agreement between Registrant and
    William G. McKenzie, dated January 1, 200810
.81(17)

Fourth Amendment to Employment Agreement between Registrant and
    William G. McKenzie, dated January 1, 200921
.1(17)

Subsidiaries of Registrant23
.1(17)

Consent of PricewaterhouseCoopers LLP23
.2(17)

Consent of KPMG LLP23
.3(17)

Consent of Moss Adams LLP31
.1(17)

Certification of Chief Executive Officer pursuant to Rule
    13a-14(a) under the Securities Exchange Act of 193431
.2(17)

Certification of Chief Financial Officer pursuant to Rule
    13a-14(a) under the Securities Exchange Act of 193432
(17)

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(18)

Consolidated Financial Statements of Prime Healthcare Services,
    Inc. as of December 31, 2007 and 200699
.2(18)

Consolidated Financial Statements of Prime Healthcare Services,
    Inc. as of September 30, 2008  71




---



##### Table of Contents



(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 quarterly report
    on
    Form 10-Q
    for the quarter ended June 30, 2005, filed with the
    Commission on July 26, 2005.(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.(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)
    
    Incorporated by reference to Registrants current report on
    Form 8-K,
    filed with the Commission on February 28, 2007.(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)
    
    Included in this
    Form 10-K.(18)
    
    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, 2007 and 2006) and Primes most
    recently available financial statements (unaudited, as of and
    for the period ended September 30, 2008) are
    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 and to
    Registrants quarterly report on Form 10-Q for the
    quarter ended September 30, 2008, filed with the Commission
    on November 10, 2008, 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. 72




---



##### 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)

March 13, 2009/s/  Virginia
    A. ClarkeVirginia
    A. Clarke

Director

March 13, 2009/s/  Sherry
    A. KellettSherry
    A. Kellett

Director

March 13, 2009/s/  R.
    Steven HamnerR.
    Steven Hamner

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

March 13, 2009/s/  G.
    Steven DawsonG.
    Steven Dawson

Director

March 13, 2009/s/  Robert
    E. HolmesRobert
    E. Holmes, Ph.D.

Director

March 13, 2009/s/  William
    G. McKenzieWilliam
    G. McKenzie

Vice Chairman of the Board

March 13, 2009/s/  L.
    Glenn Orr, Jr.L.
    Glenn Orr, Jr.

Director

March 13, 2009  73




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##### Table of Contents





SCHEDULE III 
    REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
    December 31, 2008  Additions Subsequent to AcquisitionInitial Costs





Carrying


Cost at December 31, 2008


Accumulated





Date of


Date

DepreciableLocation

Type of Property

Land


Buildings


Improvements


Costs


Land


Buildings


Total


Depreciation


Encumbrances


Construction


Acquired

Life (Years)(Amounts in thousands)Thornton, CO

Long term acute care hospital

$
2,130


$
6,013


$
1,012


$



$
2,130


$
7,025


$
9,155


$
693







1962


August 17, 2004


40New Bedford, MA

Long term acute care hospital


1,400



19,772



256







1,400



20,028



21,428



2,155







1942


August 17, 2004


40Covington, LA

Long term acute care hospital


821



10,238







14



821



10,252



11,073



918







1984


June 9, 2005


40Denham Springs, LA

Long term acute care hospital


429



5,340







49



428



5,390



5,818



416







1960


June 9, 2005


40Redding, CA

Long term acute care hospital






19,952







3,622



1,629



21,945



23,574



1,799







1991


June 30, 2005


40Sherman Oaks, CA

Acute care general hospital


5,290



13,587







31



5,290



13,618



18,908



1,023







1956


December 30, 2005


40Bloomington, IN

Acute care general hospital


2,457



31,209







408



2,576



31,498



34,074



1,857







2006


August 8, 2006


40Montclair, CA

Acute care general hospital


1,500



17,419







42



1,500



17,461



18,961



1,054







1971


August 9, 2006


40Dallas, TX

Long term acute care hospital


1,000



13,589







(53
)


1,000



13,536



14,536



789







2006


September 5, 2006


40Huntington Beach, CA

Acute care general hospital


937



10,907







3



937



10,910



11,847



591







1965


November 8, 2006


40La Palma, CA

Acute care general hospital


937



10,907







3



937



10,910



11,847



591







1971


November 8, 2006


40Anaheim, CA

Acute care general hospital


1,875



21,814







10



1,875



21,824



23,699



1,182







1964


November 8, 2006


40Luling, TX

Long term acute care hospital


811



9,345











811



9,345



10,156



487







2002


December 1, 2006


40San Antonio, TX

Rehabilitaion hospital






10,198















10,198



10,198



531







1987


December 1, 2006


40Victoria, TX

Long term acute care hospital


625



7,197











625



7,197



7,822



375







1998


December 1, 2006


40Houston, TX

Acute care general hospital


4,757



56,238







1,259



5,464



56,790



62,254



2,899



42,000



2006


December 1, 2006


40Bensalem, PA

Acute care general hospital


6,911



38,185







(575
)


6,912



37,609



44,521



1,720







2006


March 19, 2007


40Portland, OR

Long term acute care hospital


3,085



17,859







2,475



3,071



20,348



23,419



790







1964


April 18, 2007


40San Diego, CA

Acute care general hospital


6,550



15,653







98



6,550



15,751



22,301



652







1964


May 9, 2007


40Redding, CA

Acute care general hospital


1,555



53,863







13



1,555



53,876



55,431



1,920







1974


August 10, 2007


40Houston, TX

Acute care general hospital


3,501



34,530







(5,713
)


3,502



28,816



32,318



1,021







1960


August 10, 2007


40Inglewood, CA

Acute care general hospital


15,600



35,994











15,600



35,994



51,594



1,172







1960


November 1, 2007


40Bennettsville, SC

Acute care general hospital


794



15,772











794



15,772



16,566



297







1984


April 1, 2008


40Bossier City, LA

Long term acute care hospital


900



17,818











900



17,818



18,718



331







1982


April 1, 2008


40Bristol, CT

Wellness Center


485



2,267











485



2,267



2,752



37







1975


April 22, 2008


40Cheraw, SC

Acute care general hospital


657



19,576











657



19,576



20,233



367







1982


April 1, 2008


40Cleveland, TX

Acute care general hospital


341



19,505











341



19,505



19,846



365







1968


April 1, 2008


40Detroit, MI

Long term acute care hospital


1,220



8,687











1,220



8,687



9,907



195







1956


May 22, 2008


40Encino, CA

Acute care general hospital


5,113



9,903











5,113



9,903



15,016



103







1950


July 30, 2008


40Enfield, CT

Wellness Center


384



2,257











384



2,257



2,641



36







1974


April 22, 2008


40Fayetteville, AR

Rehabilitaion hospital


909



18,332











909



18,332



19,241



229







1991


July 14, 2008


40Fort Lauderdale, FL

Rehabilitaion hospital


3,499



21,939











3,499



21,939



25,438



366







1985


April 22, 2008


40Garden Grove, CA

Acute care general hospital


5,502



10,748











5,502



10,748



16,250



34







1982


November 25, 2008


40Garden Grove, CA

Medical Office Building


862



7,888











862



7,888



8,750



17







1982


November 25, 2008


40Idaho Falls, ID

Acute care general hospital


1,822



37,467











1,822



37,467



39,289



722







2002


April 1, 2008


40Morgantown, WV

Rehabilitaion hospital






21,552















21,552



21,552



315







1989


May 19, 2008


40Newington, CT

Wellness Center


270



1,615











270



1,615



1,885



29







1979


April 22, 2008


40Petersburg, VA

Rehabilitaion hospital


1,302



9,121











1,302



9,121



10,423



114







2006


July 1, 2008


40West Valley City, UT

Acute care general hospital


5,516



58,314











5,516



58,314



63,830



973







1980


April 22, 2008


40Poplar Bluff, MO

Acute care general hospital


2,660



38,694











2,660



38,694



41,354



645







1980


April 22, 2008


40East Providence, RI

Wellness Center


209



1,265











209



1,265



1,474



23







1979


April 22, 2008


40San Dimas, CA

Acute care general hospital


6,160



6,839











6,160



6,839



12,999



14







1972


November 25, 2008


40San Dimas, CA

Medical Office Building


1,915



5,085











1,915



5,085



7,000



11







1979


November 25, 2008


40West Springfield, MA

Wellness Center


583



3,185











583



3,185



3,768



58







1976


April 22, 2008


40Tucson, AZ

Long term acute care hospital


920



6,078











920



6,078



6,998



114







1987


April 1, 2008


40Warwick, RI

Wellness Center


1,265



759











1,265



759



2,024



13







1979


April 22, 2008


40Webster, TX

Long term acute care hospital


988



10,432











988



10,432



11,420



195







1986


April 1, 2008


40Wichita, KS

Rehabilitaion hospital


1,019



18,373











1,019



18,373



19,392



343



8,950



1992


April 4, 2008


40$
107,466


$
833,280


$
1,268


$
1,686


$
109,908


$
833,792


$
943,700


$
30,581



50,950Disposed PropertiesBowling Green, KY

Rehabilitaion hospital


3,070



33,570



7



(36,647
)














(3,217
)


Fresno, CA

Rehabilitaion hospital


1,550



16,363



130



(18,043
)














(1,571
)


Marlton, NJ

Rehabilitaion hospital






30,903



55



(30,958
)














(2,963
)


4,620



80,836



192



(85,648
)














(7,751
)


  III-1




---



##### Table of Contents





December 31,


December 31,


December 31,2008


2007


2006COSTBalance at beginning of period

$
614,088


$
486,436


$
281,523Acquisitions


418,766



167,246



109,060Transfers from construction in progress


2,475



66,040



94,661Additions


308



9,577



8,477Other


(6,288
)






Dispositions


(85,648
)


(115,211
)


(7,285
)Balance at end of period

$
943,701


$
614,088
(1)

$
486,436     December 31,


December 31,


December 31,2008


2007


2006ACCUMULATED DEPRECIATIONBalance at beginning of period

$
20,214


$
12,290


$
5,260Depreciation


18,118



11,301



7,288Depreciation on disposed property


(7,751
)


(3,377
)


(258
)Balance at end of period

$
30,581


$
20,214
(2)

$
12,290     (1)
    
    Includes gross amount of real estate held for sale cost of
    $85,648(2)
    
    Includes depreciation included in real estate held for sale of
    $7,076 III-2




---



##### 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


10.3
%

2021




(1
)


40,000



40,000



(2
)Desert Valley Hospital


9.4
%

2022




(1
)


70,000



70,000



(2
)Chino Valley Medical Center


9.4
%

2022




(1
)


50,000



50,000



(2
)Paradise Valley Hospital


9.2
%

2022




(1
)


25,000



25,000



(2
)$
185,000


$
185,000     (1)
    
    There were no prior liens on loans as of December 31, 2008.(2)
    
    The mortgage loan was not delinquent with respect to principal
    or interest.(3)
    
    The aggregate cost for Federal income tax purposes is $185,000.    Year Ended December 31,2008


2007


2006(Dollar amounts in thousands)Balance at beginning of year

$
185,000


$
105,000


$
40,000Additions during year:New mortgage loans and additional advances on existing loans






145,000



65,000185,000



250,000



105,000Deductions during year:Settled through acquisition of real estate






25,000



Collection of principal






40,000







65,000



Balance at end of year

$
185,000


$
185,000


$
105,000  IV-1




---



##### Table of Contents



INDEX TO
    EXHIBITS
  ExhibitNumber

Exhibit Title3
.1(1)

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

Registrants 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(16)

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(16)

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 Bucks County Hospital, L.P., Bucks County
    Oncoplastic Institute, LLC, Jerome S. Tannenbaum, M.D., M.
    Stephen Harrison and DSI Facility Development, LLC, dated March
    3, 200510
.26(1)

Amendment to Purchase and Sale Agreement among MPT Operating
    Partnership, L.P., MPT of Bucks County Hospital, L.P., Bucks
    County Oncoplastic Institute, LLC, DSI Facility Development,
    LLC, Jerome S. Tannenbaum, M.D., M. Stephen Harrison and G.
    Patrick Maxwell, M.D., dated April 29, 200510
.27(1)

Lease Agreement between Bucks County Oncoplastic Institute, LLC
    and MPT of Bucks County, L.P., dated September 16, 200510
.28(1)

Development Agreement among DSI Facility Development, LLC, Bucks
    County Oncoplastic Institute, LLC and MPT of Bucks County, L.P.,
    dated September 16, 200510
.29(1)

Funding Agreement among DSI Facility Development, LLC, Bucks
    County Oncoplastic Institute, LLC and MPT of Bucks County, L.P.,
    dated September 16, 200510
.30(1)

Purchase and Sale Agreement between MPT of North Cypress, L.P.
    and North Cypress Medical Center Operating Company, Ltd., dated
    as of June 1, 200510
.31(1)

Contract for Purchase and Sale of Real Property between North
    Cypress Property Holdings, Ltd. and MPT of North Cypress, L.P.,
    dated as of June 1, 200510
.32(1)

Sublease Agreement between MPT of North Cypress, L.P. and North
    Cypress Medical Center Operating Company, Ltd., dated as of June
    1, 200510
.33(1)

Net Ground Lease between North Cypress Property Holdings, Ltd.
    and MPT of North Cypress, L.P., dated as of June 1, 200510
.34(1)

Lease Agreement between MPT of North Cypress, L.P. and North
    Cypress Medical Center Operating Company, Ltd., dated as of June
    1, 200510
.35(1)

Net Ground Lease between Northern Healthcare Land Ventures, Ltd.
    and MPT of North Cypress, L.P., dated as of June 1, 200510
.36(1)

Construction Loan Agreement between North Cypress Medical Center
    Operating Company, Ltd. and MPT Finance Company, LLC, dated June
    1, 200510
.37(1)

Purchase, Sale and Loan Agreement among MPT Operating
    Partnership, L.P., MPT of Covington, LLC, MPT of Denham Springs,
    LLC, Covington Healthcare Properties, L.L.C., Denham Springs
    Healthcare Properties, L.L.C., Gulf States Long Term Acute Care
    of Covington, L.L.C. and Gulf States Long Term Acute Care of
    Denham Springs, L.L.C., dated June 9, 200510
.38(1)

Lease Agreement between MPT of Covington, LLC and Gulf States
    Long Term Acute Care of Covington, L.L.C., dated June 9, 200510
.39(1)

Promissory Note made by Denham Springs Healthcare Properties,
    L.L.C. in favor of MPT of Denham Springs, LLC, dated June 9, 200510
.40(1)

Purchase and Sale Agreement among MPT Operating Partnership,
    L.P., MPT of Redding, LLC, Vibra Healthcare, LLC and Northern
    California Rehabilitation Hospital, LLC, dated June 30, 200510
.41(1)

Lease Agreement between Northern California Rehabilitation
    Hospital, LLC and MPT of Redding, LLC, dated June 30, 200510
.42(1)

Amendment No. 1 to Ground Lease Agreement between National
    Medical Specialty Hospital of Redding, Inc. and Ocadian Care
    Centers, Inc., dated November 29, 200110
.43(1)

Purchase and Sale Agreement among MPT Operating Partnership,
    L.P., MPT of Bloomington, LLC, Southern Indiana Medical Park II,
    LLC and Monroe Hospital, LLC, dated October 7, 2005




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##### Table of Contents



ExhibitNumber

Exhibit Title10
.44(1)

Lease Agreement between Monroe Hospital, LLC and MPT of
    Bloomington, LLC, dated October 7, 200510
.45(1)

Development Agreement among Monroe Hospital, LLC, Monroe
    Hospital Development, LLC and MPT of Bloomington, LLC, dated
    October 7, 200510
.46(1)

Funding Agreement between Monroe Hospital, LLC and MPT of
    Bloomington, LLC, dated October 7, 200510
.47(1)

Purchase and Sale Agreement among MPT Operating Partnership,
    L.P., MPT of Chino, LLC, Prime Healthcare Services, LLC, Veritas
    Health Services, Inc., Prime Healthcare Services, Inc., Desert
    Valley Hospital, Inc. and Desert Valley Medical Group, Inc.,
    dated November 30, 200510
.48(1)

Lease Agreement among Veritas Health Services, Inc., Prime
    Healthcare Services, LLC and MPT of Chino, LLC, dated November
    30, 200510
.49(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
.50(1)

Lease Agreement between MPT of Sherman Oaks, LLC and Prime
    Healthcare Services II, LLC, dated December 30, 200510
.51(11)

Form of Medical Properties Trust, Inc. 2007 Multi-Year Incentive
    Plan Award Agreement (LTIP Units)10
.52(11)

Form of Medical Properties Trust, Inc. 2007 Multi-Year Incentive
    Plan Award Agreement (Restricted Shares)10
.53(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
.54(10)

First Amendment to Term Loan Agreement10
.55(16)

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
.56(16)

Second Amendment to Employment Agreement between Registrant and
    Edward K. Aldag, Jr., dated September 29, 200610
.57(16)

First Amendment to Employment Agreement between Registrant and
    R. Steven Hamner, dated September 29, 200610
.58(1)

First Amendment to Employment Agreement between Registrant and
    Emmett E. McLean, dated September 29, 200610
.59(16)

First Amendment to Employment Agreement between Registrant and
    Michael G. Stewart, dated September 29, 200610
.60(8)

Second Amended and Restated 2004 Equity Incentive Plan10
.61(14)

First Amendment to Revolving Credit and Term Loan Agreement
    dated March 13, 200810
.62(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
.63(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
.64(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
.65(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, 2008




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##### Table of Contents



ExhibitNumber

Exhibit Title10
.66(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
.67(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
.68(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
.71(17)

Second Amendment to Employment Agreement between Registrant and
    William G. McKenzie, dated February 27, 200910
.72(17)

Second Amendment to Employment Agreement between Registrant and
    Michael G. Stewart, dated January 1, 200810
.73(17)

Third Amendment to Employment Agreement between Registrant and
    Michael G. Stewart, dated January 1, 200910
.74(17)

Second Amendment to Employment Agreement between Registrant and
    Emmett E. McLean, dated January 1, 200810
.75(17)

Third Amendment to Employment Agreement between Registrant and
    Emmett E. McLean, dated January 1, 200910
.76(17)

Second Amendment to Employment Agreement between Registrant and
    Richard S. Hamner, dated January 1, 200810
.77(17)

Third Amendment to Employment Agreement between Registrant and
    R. Steven Hamner, dated January 1, 200910
.78(17)

Third Amendment to Employment Agreement between Registrant and
    Edward K. Aldag, Jr., dated January 1, 200810
.79(17)

Fourth Amendment to Employment Agreement between Registrant and
    Edward K. Aldag, Jr., dated January 1, 200910
.80(17)

Third Amendment to Employment Agreement between Registrant and
    William G. McKenzie, dated January 1, 200810
.81(17)

Fourth Amendment to Employment Agreement between Registrant and
    William G. McKenzie, dated January 1, 200921
.1(17)

Subsidiaries of Registrant23
.1(17)

Consent of PricewaterhouseCoopers LLP23
.2(17)

Consent of KPMG LLP23
.3(17)

Consent of Moss Adams LLP31
.1(17)

Certification of Chief Executive Officer pursuant to Rule
    13a-14(a) under the Securities Exchange Act of 193431
.2(17)

Certification of Chief Financial Officer pursuant to Rule
    13a-14(a) under the Securities Exchange Act of 193432
(17)

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(18)

Consolidated Financial Statements of Prime Healthcare Services,
    Inc. as of December 31, 2007 and 200699
.2(18)

Consolidated Financial Statements of Prime Healthcare Services,
    Inc. as of September 30, 2008     (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 quarterly report
    on
    Form 10-Q
    for the quarter ended June 30, 2005, filed with the
    Commission on July 26, 2005.




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##### Table of Contents



(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.(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)
    
    Incorporated by reference to Registrants current report on
    Form 8-K,
    filed with the Commission on February 28, 2007.(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)
    
    Included in this
    Form 10-K.(18)
    
    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, 2007 and 2006) and Primes most
    recently available financial statements (unaudited, as of and
    for the period ended September 30, 2008) are
    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 and to
    Registrants quarterly report on Form 10-Q for the
    quarter ended September 30, 2008, filed with the Commission
    on November 10, 2008, 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.