Medical Properties Trust
Annual Report 2023

Plain-text annual report

2023 ANNUAL REPORT 2 | Medical Properties Trust Letter to Investors 20 Years in Business MPW NYSE:LISTED $18.3B Total Assets(1) (cid:16)(cid:41)(cid:1)(cid:47)(cid:35)(cid:32)(cid:1)(cid:30)(cid:42)(cid:49)(cid:32)(cid:45)(cid:1104)(cid:1)(cid:9)(cid:28)(cid:30)(cid:38)(cid:32)(cid:41)(cid:46)(cid:28)(cid:30)(cid:38)(cid:1)(cid:14)(cid:32)(cid:45)(cid:36)(cid:31)(cid:36)(cid:28)(cid:41)(cid:1)(cid:14)(cid:42)(cid:48)(cid:41)(cid:47)(cid:28)(cid:36)(cid:41)(cid:46)(cid:36)(cid:31)(cid:32)(cid:1)(cid:14)(cid:32)(cid:31)(cid:36)(cid:30)(cid:28)(cid:39)(cid:1)(cid:4)(cid:32)(cid:41)(cid:47)(cid:32)(cid:45)(cid:1)(cid:36)(cid:41)(cid:1)(cid:14)(cid:42)(cid:41)(cid:47)(cid:30)(cid:39)(cid:28)(cid:36)(cid:45)(cid:1103)(cid:1)(cid:15)(cid:11)(cid:1102) In 2023, Medical Properties Trust celebrated its 20th anniversary. Through two decades of profitable investments, we have grown into the second largest private owner of hospital real estate in the world, diversified our portfolio across geographies and care settings, and contributed to clinical excellence in hundreds of hospitals. All the while, we have stayed true to our founding vision of providing hospital operators access to the same vital capital solutions that are prevalent in other sectors of the economy. We are proud to have cultivated a welcoming and supportive workplace that enables peo- ple to do their best work. For the third consecutive year, we were named one of Modern Healthcare’s "Best Places to Work in Healthcare." And in recognition of our continued efforts to serve as a best-in-class corporate citizen, we were named one of Newsweek’s "Most Responsible Companies in America" in 2023. "As I reflect on 20 years of dedication, hard work, and incredible teamwork, I am more inspired and determined than ever to demonstrate the value our business creates for operators, communities, and of course our shareholders." MPT’S PROVEN BUSINESS MODEL Since the beginning, we have focused on acquiring valuable hospital real estate and leasing those facilities to operators requiring capital to pursue a range of growth opportunities. The core pillars of our business have remained constant: 1. Investing in hospitals that are crucial to the health of their communities. Through a rigorous underwriting process, we identify characteristics that will appeal to the most experienced operators – such as physical asset quality, measurable demand, and existing referral networks. 2. Enabling hospital operators to optimize their capital stack. We provide a less costly source of capital to replace expensive debt solutions and fund long-term growth strategies. Footnotes: (1) As of December 31, 2023. (2) Inclusive of all MPT properties. 3. Structuring long-term agreements to anticipate and mitigate risks. Our leases are inflation-protected through contractual escalators and provide us with flexibility to transition tenancy to replacement operators if any operators become distressed. At the Very Heart of Healthcare.® | 3 MPT provides operators with a simple way to convert valuable real estate assets into immediate capital. By realizing up to 100% of a hospital’s real estate value, operators can fund acquisitions, expansions, facility enhancements, investments in people and technology, and other improvements to benefit the long-term health of communities. In short, leasing rather than owning real estate enables hospitals to create the capital flexibility to invest where it matters most – taking care of patients. This model has worked extremely well over the long run to the benefit of all stakeholders. OUR PERFORMANCE AND DIVERSIFIED PORTFOLIO As of December 31, 2023, MPT had total assets of $18.3 billion and our portfolio included 439 properties and approximately 43,000 licensed beds leased to or mortgaged by 54 hospital operating companies across the United States as well as in the United Kingdom, Switzerland, Germany, Spain, Finland, Colombia, Italy, and Portugal. In 2023, we delivered Normalized Funds from Operations (“NFFO”) of $1.59. See page 58 of our Annual Report on Form 10-K for the year ended December 31, 2023 (included herein) for a reconciliation of NFFO to the most directly comparable GAAP measure. With a limited number of exceptions, our high-quality portfolio of hospital real estate continues to perform consistent with our underwriting expectations and provides a stable base for future operations and, at the right time, restarted growth. This part of our portfolio, including our European investments, continues to benefit from improving occupancy rates, growing reimbursement revenue, normalization of labor costs, and the rapid growth of behavioral health services. In the Americas, operators have largely maintained hospital volumes while making significant progress in reducing contract labor. Of course, we do not ignore the challenges we face with two tenant relationships that have not performed as we expected – Steward and Prospect. 50+ Industry-Leading Operator Relationships(1) 52m+ Square Foot Hospital Portfolio(1,2) 43k+ Licensed Hospital Beds Worldwide(1) (cid:10)(cid:41)(cid:1)(cid:33)(cid:45)(cid:42)(cid:41)(cid:47)(cid:1103)(cid:1)(cid:33)(cid:45)(cid:42)(cid:40)(cid:1)(cid:39)(cid:32)(cid:517)(cid:1)(cid:47)(cid:42)(cid:1)(cid:45)(cid:36)(cid:34)(cid:35)(cid:47)(cid:1104)(cid:1)(cid:4)(cid:35)(cid:28)(cid:45)(cid:39)(cid:32)(cid:46)(cid:1)(cid:19)(cid:1102)(cid:1)(cid:13)(cid:28)(cid:40)(cid:29)(cid:32)(cid:45)(cid:47)(cid:1)(cid:1123)(cid:1)(cid:23)(cid:36)(cid:30)(cid:32)(cid:1)(cid:17)(cid:45)(cid:32)(cid:46)(cid:36)(cid:31)(cid:32)(cid:41)(cid:47)(cid:1103)(cid:1)(cid:21)(cid:45)(cid:32)(cid:28)(cid:46)(cid:48)(cid:45)(cid:32)(cid:45)(cid:1)(cid:28)(cid:41)(cid:31)(cid:1)(cid:14)(cid:28)(cid:41)(cid:28)(cid:34)(cid:36)(cid:41)(cid:34)(cid:1)(cid:5)(cid:36)(cid:45)(cid:32)(cid:30)(cid:47)(cid:42)(cid:45)(cid:1)(cid:42)(cid:33)(cid:1)(cid:4)(cid:28)(cid:43)(cid:36)(cid:47)(cid:28)(cid:39)(cid:1)(cid:14)(cid:28)(cid:45)(cid:38)(cid:32)(cid:47)(cid:46)(cid:1105)(cid:1)(cid:19)(cid:1102)(cid:1)(cid:13)(cid:48)(cid:30)(cid:28)(cid:46)(cid:1)(cid:20)(cid:28)(cid:49)(cid:28)(cid:34)(cid:32)(cid:1)(cid:1123)(cid:1)(cid:23)(cid:36)(cid:30)(cid:32)(cid:1)(cid:17)(cid:45)(cid:32)(cid:46)(cid:36)(cid:31)(cid:32)(cid:41)(cid:47)(cid:1103)(cid:1)(cid:9)(cid:32)(cid:28)(cid:31)(cid:1)(cid:42)(cid:33)(cid:1)(cid:8)(cid:39)(cid:42)(cid:29)(cid:28)(cid:39)(cid:1)(cid:2)(cid:30)(cid:44)(cid:48)(cid:36)(cid:46)(cid:36)(cid:47)(cid:36)(cid:42)(cid:41)(cid:46)(cid:1105)(cid:1) (cid:6)(cid:31)(cid:50)(cid:28)(cid:45)(cid:31)(cid:1)(cid:12)(cid:1102)(cid:1)(cid:2)(cid:39)(cid:31)(cid:28)(cid:34)(cid:1103)(cid:1)(cid:11)(cid:45)(cid:1102)(cid:1)(cid:1123)(cid:1)(cid:4)(cid:35)(cid:28)(cid:36)(cid:45)(cid:40)(cid:28)(cid:41)(cid:1103)(cid:1)(cid:17)(cid:45)(cid:32)(cid:46)(cid:36)(cid:31)(cid:32)(cid:41)(cid:47)(cid:1)(cid:28)(cid:41)(cid:31)(cid:1)(cid:4)(cid:35)(cid:36)(cid:32)(cid:33)(cid:1)(cid:6)(cid:51)(cid:32)(cid:30)(cid:48)(cid:47)(cid:36)(cid:49)(cid:32)(cid:1)(cid:16)(cid:514)(cid:36)(cid:30)(cid:32)(cid:45)(cid:1105)(cid:1)(cid:19)(cid:42)(cid:46)(cid:28)(cid:1)(cid:9)(cid:1102)(cid:1)(cid:9)(cid:42)(cid:42)(cid:43)(cid:32)(cid:45)(cid:1)(cid:1123)(cid:1)(cid:20)(cid:32)(cid:41)(cid:36)(cid:42)(cid:45)(cid:1)(cid:23)(cid:36)(cid:30)(cid:32)(cid:1)(cid:17)(cid:45)(cid:32)(cid:46)(cid:36)(cid:31)(cid:32)(cid:41)(cid:47)(cid:1)(cid:42)(cid:33)(cid:1)(cid:16)(cid:43)(cid:32)(cid:45)(cid:28)(cid:47)(cid:36)(cid:42)(cid:41)(cid:46)(cid:1)(cid:28)(cid:41)(cid:31)(cid:1)(cid:20)(cid:32)(cid:30)(cid:45)(cid:32)(cid:47)(cid:28)(cid:45)(cid:52)(cid:1105)(cid:1)(cid:11)(cid:1102)(cid:1)(cid:12)(cid:32)(cid:49)(cid:36)(cid:41)(cid:1)(cid:9)(cid:28)(cid:41)(cid:41)(cid:28)(cid:1)(cid:1123)(cid:1)(cid:20)(cid:32)(cid:41)(cid:36)(cid:42)(cid:45)(cid:1)(cid:23)(cid:36)(cid:30)(cid:32)(cid:1)(cid:17)(cid:45)(cid:32)(cid:46)(cid:36)(cid:31)(cid:32)(cid:41)(cid:47)(cid:1103)(cid:1) (cid:4)(cid:42)(cid:41)(cid:47)(cid:45)(cid:42)(cid:39)(cid:39)(cid:32)(cid:45)(cid:1)(cid:28)(cid:41)(cid:31)(cid:1)(cid:4)(cid:35)(cid:36)(cid:32)(cid:33)(cid:1)(cid:2)(cid:30)(cid:30)(cid:42)(cid:48)(cid:41)(cid:47)(cid:36)(cid:41)(cid:34)(cid:1)(cid:16)(cid:514)(cid:36)(cid:30)(cid:32)(cid:45)(cid:1105)(cid:1)(cid:19)(cid:1102)(cid:1)(cid:20)(cid:47)(cid:32)(cid:49)(cid:32)(cid:41)(cid:1)(cid:9)(cid:28)(cid:40)(cid:41)(cid:32)(cid:45)(cid:1)(cid:1123)(cid:1)(cid:6)(cid:51)(cid:32)(cid:30)(cid:48)(cid:47)(cid:36)(cid:49)(cid:32)(cid:1)(cid:23)(cid:36)(cid:30)(cid:32)(cid:1)(cid:17)(cid:45)(cid:32)(cid:46)(cid:36)(cid:31)(cid:32)(cid:41)(cid:47)(cid:1)(cid:28)(cid:41)(cid:31)(cid:1)(cid:4)(cid:35)(cid:36)(cid:32)(cid:33)(cid:1)(cid:7)(cid:36)(cid:41)(cid:28)(cid:41)(cid:30)(cid:36)(cid:28)(cid:39)(cid:1)(cid:16)(cid:514)(cid:36)(cid:30)(cid:32)(cid:45)(cid:1105)(cid:1)(cid:28)(cid:41)(cid:31)(cid:1)(cid:13)(cid:28)(cid:45)(cid:45)(cid:52)(cid:1)(cid:9)(cid:1102)(cid:1)(cid:17)(cid:42)(cid:45)(cid:47)(cid:28)(cid:39)(cid:1)(cid:1123)(cid:1)(cid:20)(cid:32)(cid:41)(cid:36)(cid:42)(cid:45)(cid:1)(cid:23)(cid:36)(cid:30)(cid:32)(cid:1)(cid:17)(cid:45)(cid:32)(cid:46)(cid:36)(cid:31)(cid:32)(cid:41)(cid:47)(cid:1103)(cid:1)(cid:20)(cid:32)(cid:41)(cid:36)(cid:42)(cid:45)(cid:1)(cid:2)(cid:31)(cid:49)(cid:36)(cid:46)(cid:42)(cid:45)(cid:1)(cid:47)(cid:42)(cid:1)(cid:47)(cid:35)(cid:32)(cid:1)(cid:4)(cid:6)(cid:16)(cid:1102) 4 | Medical Properties Trust With respect to Prospect, in May 2023, we announced significant recapitalization transactions whereby Prospect obtained $375 million in new financing from third- party lenders and MPT exchanged real estate for interest in their managed care business, PHP Holdings. Prospect continues to work towards a sale of PHP and its Connecticut operations. Whereas approximately five years ago Steward represented almost 40% of our assets, by year-end 2023, we had reduced that measure to 19%. As Steward’s cash flow issues became significantly more pronounced during the fourth quarter of 2023, we disclosed in January that we were working with Steward and its advisors to develop an action plan contemplating a wide range of strategic transactions to accelerate recovery of unpaid rent and further reduce our exposure to Steward. This includes our plans to transition certain hospitals to new tenants and Steward’s plans to sell its managed care business. Importantly, we never want to see our hospital facilities close. In our 20 years of operations and across the more than 450 facilities we have invested in, less than a handful have actually closed – and never has this been because of rent costs. OUR CURRENT STRATEGY Of course, 2023 was a challenging year in many respects and MPT has never shied away from addressing challenges head on. We took decisive action to realign our capital allocation priorities with our cash flow profile following several strategic and profitable divestiture transactions and to address the investment community’s clear interest in our ability to refinance debt maturities several years into the future. INVESTMENTS BY COUNTRY (1) 0.3% Portugal 0.4% Italy 1.0% Colombia 1.2% Finland 1.4% Spain 4.0% Germany 4.0% Switzerland 23.3% United Kingdom 61.0% United States 3.4% Other "We remain well positioned to create long-term value for our shareholders." GLOBAL PORTFOLIO MIX (1) Freestanding ER and Urgent Care 1.2% Other 11.0% General Acute Care 64.3% 439 Hospital Properties(1) Long-Term Acute Care 1.5% Inpatient Rehabilitation 7.9% Behavioral Health 14.1% As of December 31, 2023. At the Very Heart of Healthcare.® | 5 In the second half of the year, we announced a new strategy focused on generating at least $2 billion of additional liquidity in 2024. We are already making strong progress against this plan with several recent transactions validating the attractiveness of our assets to a range of operators and sophisticated real estate investors. Some examples are on the chart below. RECENT TRANSACTIONS (2) (2) As of April 12, 2024. • APRIL 2024: Sold a 75% interest in five Utah hospitals leased by CommonSpirit to an institutional asset manager, generating approximately $1.1 billion in cash proceeds. • JANUARY & FEBRUARY 2024: Sold our syndicated term loan investment in MEDIAN, the parent of Priory Group, for approximately $115 million. • APRIL 2024: Sold five hospitals to Prime Healthcare for $350 million at a 7.4% economic cap rate. • MARCH 2024: Sold our remaining • MAY & OCTOBER 2023: non-controlling interest in a tenant and two under-leased hospitals in South Carolina for combined proceeds of approximately $17 million. Sold 11 Australian hospitals at an $A1.2 billion valuation and an implied lease capitalization rate of approximately 5.7%. We are just getting started and this early success reinforces our Thank you for your continued support. conviction that we have the right strategy in place. In closing, we have spent the past 20 years believing in the strength of our team and the resilience of our business model. That has never changed. With a carefully constructed and well-diversified portfolio and a clear set of near-term strategic priorities, we remain well positioned to create long-term value for our shareholders. EDWARD K. ALDAG, JR. Chairman, President and CEO 6 | Medical Properties Trust Newly completed development project: IMED COLON IN VALENCIA, SPAIN The state-of-the-art 32-bed general acute hospital opened to patients in April 2024 and will complement MPT’s original 185- bed hospital project in Valencia. The role of private hospitals in Spain is growing as demand for high quality hospital care is accelerating with population growth and aging trends. FORWARD LOOKING STATEMENTS This annual report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements can generally be identified by the use of forward-looking words such as “may”, “will”, “would”, “could”, “expect”, “intend”, “plan”, “estimate”, “target”, “anticipate”, “believe”, “objectives”, “outlook”, “guidance” or other similar words, and include statements regarding our strategies, objectives, future expansion and development activities, asset sales and other liquidity transactions, expected returns on investments and expected financial performance. Forward-looking statements involve known and unknown risks and uncertainties that may cause our actual results or future events to differ materially from those expressed in or underlying such forward-looking statements, including, but not limited to: (i) macroeconomic conditions, including due to geopolitical conditions and instability, which may lead to a disruption of or lack of access to the capital markets, disruptions and instability in the banking and financial services industries, rising inflation and movements in currency exchange rates; (ii) the risk that MPT is not able to recover deferred rent or its other investments in Steward at full value, within a reasonable time period or at all; (iii) the risk that previously announced or contemplated property sales, loan repayments, and other capital recycling transactions do not occur as anticipated or at all; (iv) the risk that MPT is not able to attain its leverage, liquidity and cost of capital objectives within a reasonable time period or at all; (v) MPT’s ability to obtain debt financing on attractive terms or at all, as a result of changes in interest rates and other factors, which may adversely impact its ability to pay down, refinance, restructure or extend its indebtedness as it becomes due, or pursue acquisition and development opportunities; (vi) the ability of our tenants, operators and borrowers to satisfy their obligations under their respective contractual arrangements with us; (vii) the economic, political and social impact of, and uncertainty relating to, the potential impact from health crises (like COVID-19), which may adversely affect MPT’s and its tenants’ business, financial condition, results of operations and liquidity; (viii) our success in implementing our business strategy and our ability to identify, underwrite, finance, consummate and integrate acquisitions and investments; (ix) the nature and extent of our current and future competition; (x) international, national and local economic, real estate and other market conditions, which may negatively impact, among other things, the financial condition of our tenants, lenders and institutions that hold our cash balances, and may expose us to increased risks of default by these parties; (xi) factors affecting the real estate industry generally or the healthcare real estate industry in particular; (xii) our ability to maintain our status as a REIT for income tax purposes in the U.S. and U.K.; (xiii) federal and state healthcare and other regulatory requirements, as well as those in the foreign jurisdictions where we own properties; (xiv) the value of our real estate assets, which may limit our ability to dispose of assets at attractive prices or obtain or maintain equity or debt financing secured by our properties or on an unsecured basis; (xv) the ability of our tenants and operators to operate profitably and generate positive cash flow, remain solvent, comply with applicable laws, rules and regulations in the operation of our properties, to deliver high-quality services, to attract and retain qualified personnel and to attract patients; (xvi) potential environmental contingencies and other liabilities; (xvii) the risk that the expected sale of three Connecticut hospitals currently leased to Prospect does not occur; (xviii) the risk that MPT is unable to monetize its investment in Prospect Medical Holdings, Inc. at full value within a reasonable time period or at all; and (xix) the cooperation of our joint venture partners, including adverse developments affecting the financial health of such joint venture partners or the joint venture itself; and (xx) the risks and uncertainties of litigation or other regulatory proceedings. The risks described above are not exhaustive and additional factors could adversely affect our business and financial performance, including the risk factors discussed under the section captioned “Risk Factors” in our most recent Annual Report on Form 10-K, as may be updated in our other filings with the SEC. Forward-looking statements are inherently uncertain and actual performance or outcomes may vary materially from any forward-looking statements and the assumptions on which those statements are based. Readers are cautioned to not place undue reliance on forward-looking statements as predictions of future events. We disclaim any responsibility to update such forward-looking statements, which speak only as of the date on which they were made. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) (cid:2) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or (cid:3) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-32559 Commission file number 333-177186 Medical Properties Trust, Inc. MPT Operating Partnership, L.P. (Exact Name of Registrant as Specified in Its Charter) Maryland Delaware (State or Other Jurisdiction of Incorporation or Organization) 1000 Urban Center Drive, Suite 501 Birmingham, AL (Address of Principal Executive Offices) 20-0191742 20-0242069 (IRS Employer Identification No.) 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 Common stock, par value $0.001 per share, of Medical Properties Trust, Inc. Trading Symbol MPW Name of each exchange on which registered The New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Medical Properties Trust, Inc. Yes (cid:2) No (cid:3) Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Medical Properties Trust, Inc. Yes (cid:3) No (cid:2) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such MPT Operating Partnership, L.P. Yes (cid:2) No (cid:3) MPT Operating Partnership, L.P. Yes (cid:3) No (cid:2) shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Medical Properties Trust, Inc. Yes (cid:2) No (cid:3) Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) MPT Operating Partnership, L.P. Yes (cid:2) No (cid:3) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Medical Properties Trust, Inc. Yes (cid:2) No (cid:3) Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions MPT Operating Partnership, L.P. Yes (cid:2) No (cid:3) of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Medical Properties Trust, Inc. Large accelerated filer Non-accelerated filer (cid:2) (cid:3) MPT Operating Partnership, L.P. (cid:3) (cid:2) Large accelerated filer Non-accelerated filer Accelerated filer Smaller reporting company Emerging growth company Accelerated filer Smaller reporting company Emerging growth company (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) (cid:3) If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. (cid:3) Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. (cid:2) If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. (cid:3) Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). (cid:3) Indicate by check mark whether the registrant is a shell company (as defined in 12b-2 of the Act). Medical Properties Trust, Inc. Yes (cid:3) No (cid:2) As of June 30, 2023, the aggregate market value of the 591.3 million shares of common stock, par value $0.001 per share (“Common Stock”), held by non-affiliates of Medical Properties Trust, Inc. MPT Operating Partnership, L.P. Yes (cid:3) No (cid:2) was $5.5 billion based upon the last reported sale price of $9.26 on the New York Stock Exchange on that date. For purposes of the foregoing calculation only, all directors and executive officers of Medical Properties Trust, Inc. have been deemed affiliates. As of February 16, 2024, 599.1 million shares of Common Stock were outstanding. Portions of the definitive Proxy Statement of Medical Properties Trust, Inc. for the Annual Meeting of Stockholders to be held on May 30, 2024 are incorporated by reference into Items 10 through 14 of Part III, of this Annual Report on Form 10-K. DOCUMENTS INCORPORATED BY REFERENCE EXPLANATORY NOTE This report combines the Annual Reports on Form 10-K for the year ended December 31, 2023, of Medical Properties Trust, Inc., a Maryland corporation, and MPT Operating Partnership, L.P., a Delaware limited partnership, through which Medical Properties Trust, Inc. conducts substantially all of its operations. Unless otherwise indicated or unless the context requires otherwise, all references in this report to “we,” “us,” “our,” “Medical Properties,” “MPT,” or “company” refer to Medical Properties Trust, Inc. together with its consolidated subsidiaries, including MPT Operating Partnership, L.P. Unless otherwise indicated or unless the context requires otherwise, all references to “operating partnership” refer to MPT Operating Partnership, L.P. together with its consolidated subsidiaries. 2 A WARNING ABOUT FORWARD LOOKING STATEMENTS TABLE OF CONTENTS PART I ITEM 1. ITEM 1A. ITEM 1B. ITEM 1C. ITEM 2. ITEM 3. ITEM 4. PART II Business Risk Factors Unresolved Staff Comments Cybersecurity Properties Legal Proceedings Mine Safety Disclosures ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity ITEM 6. ITEM 7. ITEM 7A. ITEM 8. ITEM 9. ITEM 9A. ITEM 9B. ITEM 9C. PART III ITEM 10. ITEM 11. ITEM 12. ITEM 13. ITEM 14. PART IV ITEM 15. ITEM 16. SIGNATURES Securities Reserved Management’s Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures About Market Risk Financial Statements and Supplementary Data Changes in and Disagreements With Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and Related Transactions, and Director Independence Principal Accountant Fees and Services Exhibits and Financial Statement Schedules Form 10-K Summary 4 8 23 38 39 41 43 43 43 45 46 60 62 112 112 113 113 114 114 114 114 114 115 120 121 3 A WARNING ABOUT FORWARD LOOKING STATEMENTS This Annual Report on Form 10-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements can generally be identified by the use of forward-looking words such as "may", "will", "would", "could", "expect", "intend", "plan", "estimate", "target", "anticipate", "believe", "objectives", "outlook", "guidance", or other similar words. These forward-looking statements include information about possible or assumed future results of our business, financial condition, liquidity, results of operations, plans, and objectives. Statements regarding the following subjects, among others, are forward-looking by their nature: • • • • • • • • • • • • • • • • • our business strategy; our projected operating results; our ability to raise funds through disposals of properties and other liquidity transactions, including our ability to dispose of properties on favorable terms or at all; our ability to raise funds through offerings of debt and equity securities and joint venture arrangements; our ability to obtain future financing arrangements (including refinancing of existing financing arrangements); our ability to close on any pending transactions or complete current development projects on the time schedule or terms described or at all; our ability to acquire, develop, and/or manage additional facilities in the United States (“U.S.”), Europe, South America, or other foreign locations; 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 re-lease facilities at similar rates as vacancies occur; estimates relating to, and our ability to pay, future distributions; our ability to service our debt and comply with all of our debt covenants; 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. Forward-looking statements are based on our beliefs, assumptions, and expectations of our future performance, taking into account information currently available to us. These beliefs, assumptions, and expectations can change as a result of many possible events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity, and results of operations may vary materially from those expressed in our forward-looking statements. You should carefully consider these risks before you make an investment decision with respect to our common stock and other securities, along with, among others, the following factors that could cause actual results to vary from our forward-looking statements: • • • • macroeconomic conditions, including due to geopolitical conditions and instability, which may lead to a disruption of or lack of access to the capital markets, disruptions and instability in the banking and financial services industries, rising inflation and movements in currency exchange rates, and may negatively impact the financial condition of our tenants; the risk that we are not able to recover deferred rent or our other investments in Steward Health Care System LLC (“Steward”) at full value, within a reasonable time period or at all; the risk that property sales, loan repayments, and other capital recycling transactions do not occur as anticipated or at all, including the transactions described in Notes 8 and 13 to Item 8 of this Annual Report on Form 10-K; the risk that we are not able to attain our leverage, liquidity, and cost of capital objectives within a reasonable time period or at all; 4 • • • • • • • • • • • • • • • • • • • our ability to obtain debt financing on attractive terms or at all, as a result of changes in interest rates and other factors, which may adversely impact our ability to pay down, refinance, restructure, or extend our indebtedness as it becomes due, or pursue acquisition and development opportunities; any downgrades in our credit ratings; the ability of our tenants, operators, and borrowers (including those of our joint ventures) to satisfy their obligations under their respective contractual arrangements with us; the ability of our tenants and operators to operate profitably and generate positive cash flow, comply with applicable laws, rules and regulations in the operation of our properties, to deliver high-quality services, to attract and retain qualified personnel, and to attract patients; the cooperation of our joint venture partners, including adverse developments affecting the financial health of such joint venture partners or the joint venture itself; the economic, political and social impact of, and uncertainty relating to, the potential impact from health crises (like COVID-19), which may adversely affect our and our tenants’ business, financial condition, results of operations, and liquidity; our success in implementing our business strategy and our ability to identify, underwrite, finance, consummate, and integrate acquisitions and investments; the nature and extent of our current and future competition; factors affecting the real estate industry generally or the healthcare real estate industry in particular; our ability to maintain our status as a real estate investment trust ("REIT") for income tax purposes in the U.S. and United Kingdom ("U.K."); changes in federal, state, or local tax laws in the U.S., Europe, South America, or other jurisdictions in which we may own healthcare facilities or transact business; federal and state healthcare and other regulatory requirements, as well as those in the foreign jurisdictions where we own properties; the value of our real estate assets, which may limit our ability to dispose of assets at attractive prices or obtain or maintain equity or debt financing secured by our properties or on an unsecured basis; loss of property owned through ground leases upon breach or termination of the ground leases; potential environmental contingencies and other liabilities; our ability to attract and retain qualified personnel; the risks and uncertainties of litigation or other regulatory proceedings and investigations; the accuracy of our methodologies and estimates regarding environmental, social, and governance (“ESG”) metrics and targets, tenant willingness and ability to collaborate towards reporting ESG metrics and meeting ESG goals and targets, and the impact of governmental regulation on our and our tenants’ ESG efforts; and other 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 “Business.” Any forward-looking statements speak only as of the date hereof. You should not place undue reliance on these forward-looking statements. Except as required by law, we disclaim any obligation to update such statements or to publicly announce the result of any revisions to any of the forward-looking statements contained in this Annual Report on Form 10-K. 5 SUMMARY RISK FACTORS Set forth below is a summary of the risks described under Item 1A. Risk Factors in the Report on Form 10-K. RISKS RELATED TO OUR BUSINESS, TENANTS, AND STRATEGY • • • • • • • • • • • • • • Adverse U.S. and global market, economic and political conditions, health crises and other events beyond our control could have a material adverse effect on our business, results of operations, and financial condition. Our revenues are dependent upon our relationships with and success of our tenants, particularly our largest tenants, like Steward, Circle, Priory, Prospect, and Lifepoint Behavioral. We have made investments in certain operators of our healthcare facilities and the cash flows (and related returns) from these investments are subject to more volatility than our properties with the traditional net leasing structure. The bankruptcy or insolvency of our tenants or investees could harm our operating results and financial condition. It may be costly to replace defaulting tenants and we may not find suitable replacements on suitable terms. It may be costly to find new tenants when lease terms end, and we may not be able to replace such tenants with suitable replacements on suitable terms. We have experienced rapid growth over the years, from adding new tenants to expanding our global footprint, and our failure to effectively manage our growth may adversely impact our financial condition and cash flows, which could negatively affect our ability to service our debt and make distributions. We have less experience with healthcare facilities located outside the U.S. We and our tenants have exposure to contingent rent escalators, which could impact profitability. Our business is highly competitive, and we may be unable to compete successfully. Many of our tenants have an option to purchase the facilities we lease to them, which could disrupt our operations. Merger and acquisition activity or consolidation in the healthcare industry may result in a change of control of, or a competitor’s investment in, one or more of our tenants or operators, which could have a material adverse effect on us. Our investments in joint ventures could be adversely affected by our lack of control, our partners’ failure to meet their obligations, and disputes with our partners. Increased scrutiny and changing expectations from investors, employees, and other stakeholders regarding our ESG practices and reporting could cause us to incur additional costs, devote additional resources, and expose us to additional risks, which could adversely impact our reputation, tenant and employee acquisition and retention, and access to capital. FINANCING RISKS • • • • • • • • 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. Covenants in our debt instruments limit our operational flexibility, and a breach of these covenants could materially affect our financial condition and results of operations. Failure to hedge effectively against interest rate changes may adversely affect our results of operations and our ability to make distributions to our stockholders. The market price and trading volume of our common stock may be volatile and may decline regardless of our operating performance, and you may lose all or part of your investment. Future sales of common stock may have adverse effects on our stock price. Downgrades in our credit ratings could have a material adverse effect on our cost and availability of capital. An increase in market interest rates may have an adverse effect on the market price of our securities. RISKS RELATING TO REAL ESTATE INVESTMENTS • • • • • • • Our investments are and are expected to 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. Development and construction risks could adversely affect our ability to service debt and make distributions. We may be subject to risks arising from future acquisitions of real estate. Our facilities may not achieve expected results, which may harm our financial condition and operating results and our ability to service our debt and make the distributions to our stockholders required to maintain our REIT status. We may suffer losses that are not covered by insurance or that are in excess of our insurance coverage limits. 6 • • • • Capital expenditures for facility renovation may be greater than anticipated and may adversely impact rent payments by our tenants and our ability to service debt and make distributions to stockholders. Certain of our healthcare facilities are subject to property taxes that may increase in the future and adversely affect our business. 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, may limit our use of the facility, and may result in additional expense to us if our tenants vacate our facility. RISKS RELATING TO THE HEALTHCARE INDUSTRY • • • • • • The continued pressure on fee-for-service reimbursement from third-party payors and the shift towards alternative payment models, could adversely affect the profitability of our tenants and hinder their ability to make payments to us. Significant regulation and loss of licensure or certification or failure to obtain licensure or certification could negatively impact our tenants' financial condition and results of operations and affect their ability to make 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 payments to us and adversely affect their profitability. Certain of our lease arrangements may be subject to laws related to fraud and abuse or physician self-referrals. We may be required to incur substantial renovation costs to make our healthcare properties suitable for other tenants. 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 • • • • • We depend on key personnel, the loss of any one of whom may threaten our ability to operate our business successfully. Pursuant to Maryland law, our charter and bylaws contain provisions that may have the effect of deterring changes in management and third-party acquisition proposals, which in turn could depress the price of our common stock or cause dilution. We rely on information technology in our operations, and any material failure, inadequacy, interruption, or security failure of our technology (or that of our third-party vendors) could harm our business. Unfavorable resolution of pending and future litigation, regulatory proceedings, or governmental inquiries could have a material adverse effect on our and our tenants' business, results of operations, financial condition, and reputation. Changes in accounting pronouncements could adversely affect us and the reported financial performance of our tenants. TAX RISKS • • • • • • • • Loss of our tax status as a REIT would have significant adverse consequences to us and the value of our common stock. Failure to make required distributions as a REIT would subject us to tax. Complying with REIT requirements may cause us to forego otherwise attractive opportunities. If certain sale-leaseback transactions are not characterized by the Internal Revenue Service (“IRS”) or similar tax authorities internationally as “true leases,” we may be subject to adverse tax consequences. Transactions with TRSs may be subject to excise tax. Loans to our tenants could be characterized as equity, in which case our income from that tenant might not be qualifying income under the REIT rules and we could lose our REIT status. Certain transfers may generate prohibited transaction income, resulting in a penalty tax on gain attributable to the transaction. Changes in U.S. or foreign tax laws, regulations, including changes to tax rates, may adversely affect our results of operations. 7 ITEM 1. Business Overview PART I We are a self-advised REIT formed in 2003 to acquire and develop net-leased healthcare facilities. At December 31, 2023, we had investments in 439 facilities and approximately 43,000 licensed beds in 31 states in the U.S., seven countries in Europe, and Colombia in South America. We have operated as a REIT since April 6, 2004, and accordingly, elected REIT status upon the filing of our calendar year 2004 federal income tax return. Medical Properties Trust, Inc. was incorporated under Maryland law on August 27, 2003, and MPT Operating Partnership, L.P. was formed under Delaware law on September 10, 2003. We conduct substantially all of our business through MPT Operating Partnership, L.P. Our primary business strategy is to acquire and develop healthcare facilities and lease the facilities to healthcare operating companies under long-term net leases, which require the tenant to bear most of the costs associated with the property. The majority of our leased assets are owned 100%; however, we do own some leased assets through joint ventures with other partners that share our view that healthcare facilities are part of the infrastructure of any community, which we refer to as investments in unconsolidated real estate joint ventures. We also make mortgage loans to healthcare operators collateralized by their real estate assets. In addition, we may make loans to certain of our operators through our taxable REIT subsidiaries (“TRS”), the proceeds of which are typically used for working capital and other purposes. From time-to-time, we may make noncontrolling investments in our tenants, which we refer to as investments in unconsolidated operating entities. These investments are typically made in conjunction with larger real estate transactions with the tenant that give us a right to a share in such tenant’s profits and losses, and provide for certain minority rights and protections. Our business model facilitates acquisitions and recapitalizations, and allows operators of healthcare facilities to serve their communities by unlocking the value of their real estate assets to fund facility improvements, technology upgrades, and other investments in operations. Our investments in healthcare real estate, other loans, and any investments in our tenants are considered a single reportable segment as further discussed in Note 1 of Item 8 of this Annual Report on Form 10-K. Assets At December 31, 2023 and 2022, our total assets were made up of the following (dollars in thousands): Real estate assets - at cost Accumulated real estate depreciation and amortization Cash and cash equivalents Investments in unconsolidated real estate joint ventures Investments in unconsolidated operating entities Other Total assets 2023 $ 14,778,132 (1,407,971) 250,016 1,474,455 1,778,640 1,431,572 $ 18,304,844 2022 80.8% $ 15,917,839 (1,193,312) (7.7)% 235,668 1.4% 1,497,903 8.0% 1,444,872 9.7% 1,755,030 7.8% 100.0% $ 19,658,000 Revenues The following is a breakdown of our revenues for the years ended December 31, 2023 and 2022 (dollars in thousands): Rent billed Straight-line rent Income from financing leases Interest and other income Total revenues(1) 2023 803,375 (127,894) 127,141 69,177 871,799 $ $ 92.2% $ (14.7)% 14.6% 7.9% 2022 968,874 204,159 203,580 166,238 100.0% $ 1,542,851 81.0% (6.1)% 1.2% 7.6% 7.4% 8.9% 100.0% 62.8% 13.2% 13.2% 10.8% 100.0% (1) Total 2023 revenues include approximately $459 million of reserves for rent billed, straight-line rent, and interest and other income, primarily related to Steward, as discussed in Note 3 to Item 8 of this Annual Report on Form 10-K. See “Overview” in Item 7 of this Annual Report on Form 10-K for details of transaction and other activity for 2023 and 2022. 8 Portfolio of Properties As of February 16, 2024, our portfolio consisted of 439 properties: 420 facilities are leased to 54 tenants, along with others in the form of developments and mortgage loans, and less than 1% of total assets that are not currently leased to a tenant, as discussed in Note 3 to Item 8 of this Annual Report on Form 10-K. Of our portfolio of properties, 108 facilities are owned by way of our five unconsolidated real estate joint venture arrangements in which we share control with our joint venture partners. Our facilities consist of 192 general acute care hospitals, 70 behavioral health facilities, 114 inpatient rehabilitation hospitals (“IRFs”), 20 long-term acute care hospitals (“LTACHs”), and 43 freestanding ER/urgent care facilities (“FSERs”). See Item 2 of this Annual Report on Form 10-K for further information about our properties. Outlook and Strategy Our strategy is to lease the facilities that we acquire or develop to experienced healthcare operators pursuant to long-term net leases. In addition, we may selectively structure certain of our investments as long-term, interest-only mortgage loans to healthcare operators. Our mortgage loans are typically structured such that we obtain annual cash returns similar to our net leases. In addition, we have obtained and may continue to obtain profits or other interests in certain of our tenants’ operations. These noncontrolling investments in our tenants are typically made in conjunction with larger real estate transactions, provide for certain minority rights and protections, and typically give us a right to participate in future real estate transactions and enhance our overall return. However, none of the investments in our tenants require us to provide additional capital funding. The market for healthcare real estate is extensive and includes real estate owned by a variety of healthcare operators. For example, according to the 2023 American Hospital Association statistics report, there were approximately 5,100 community hospitals in 2021 throughout the U.S. We typically acquire and develop net-leased facilities that focus on the most critical components of healthcare. We typically invest in facilities that have the highest intensity of care including: • • • • • General acute care hospitals — provide inpatient and outpatient care for the treatment of acute conditions and manifestations of chronic conditions, illnesses, or injuries including both surgical and non-surgical treatments/interventions. This type of facility also provides ambulatory care through onsite emergency rooms. Behavioral health facilities — specialty facilities focused on the treatment of mental, social, and even physical illnesses, while promoting the health and well-being of the body, mind, and spirit. Behavioral health services range in acuity of care from outpatient therapy and drug and alcohol rehabilitation services to secured, inpatient mental health hospital care. IRFs — provide rehabilitation to patients with various neurological, musculoskeletal orthopedic, and other medical conditions following stabilization of their acute medical issues. LTACHs — specialty-care hospitals designed for patients with serious medical problems that require intense, specialized treatment for an extended period of time, sometimes requiring a hospital stay averaging in excess of three weeks. FSERs — provide emergency medical services comparable to most hospital emergency rooms, while not physically attached to a hospital campus. Urgent care centers operate similarly, but generally provide care for non-emergent injuries and illnesses. 9 On a property type basis, our total assets at December 31, 2023 are as follows: Diversification A fundamental component of our business plan is the continued diversification of our portfolio. We monitor diversification in several ways, including concentration in any one facility. We believe facility level diversification is important because if an individual facility is needed in the community and has support from local physicians and others in the community, its operations will generally be successful regardless of who the operator is (see "Underwriting/Asset Management" section below for performance indicators we look for at the facility level). Other ways we monitor diversification include our tenant relationships, the types of hospitals we own, and the geographic areas in which we invest. At December 31, 2023, our largest investment in any single property was approximately 2% of our total assets. From a tenant relationship perspective, see section titled “Significant Tenants” below for detail. See sections titled “Portfolio of Properties” and “Outlook and Strategy” above for information on the diversification of our hospital types. From a geographical perspective, we have investments across the U.S. and in Europe and South America. See Note 3 to Item 8 of this Annual Report on Form 10-K for more detail on our geographic concentration information. Underwriting/Asset Management Revenues from rents we earn pursuant to lease agreements with our tenants make up approximately 92% of our total revenues with the remainder of our income coming from interest income from loans to our tenants and other facility owners and from profits or equity interests in certain of our tenants’ operations. Our tenants operate in the healthcare industry, generally providing medical, surgical, rehabilitative, and behavioral health care to patients. The capacity of our tenants to pay our rents and interest is dependent upon their ability to conduct their operations at profitable levels. We believe that the business environment of the industry segments in which our tenants operate is generally positive for efficient operators. However, our tenants’ operations are impacted by economic, regulatory, healthcare, and market conditions (along with the possibility of natural disasters, health crises, or pandemics, like COVID- 19) that may affect their profitability, which could impact our results. Accordingly, we monitor certain key performance indicators (based on available data provided by our tenants/borrowers) that we believe provides us with early indications of conditions that could affect the level of risk in our portfolio. Key factors that we may consider in underwriting prospective deals and in our ongoing monitoring of our tenants’ (and guarantors’) performance, as well as the condition of our properties, include, but are not limited to, the following: • • • • the scope and breadth of clinical services and programs, including utilization trends (both inpatient and outpatient) by service type; the size and composition of medical staff and physician leadership at our facilities, including specialty, tenure, and number of procedures performed and/or referrals; an evaluation of our operators’ administrative team, as applicable, including background and tenure within the healthcare industry; staffing trends, including ratios, turnover metrics, recruitment and retention strategies at corporate and individual facility levels; 10 • • • • • • • • • • • • facility operating performance measured by current, historical, and prospective operating margins (measured by a tenant's earnings before interest, taxes, depreciation, amortization, management fees, and facility rent) of each tenant and at each facility; the ratio of our tenants' operating earnings to facility rent and to other fixed costs, including debt costs; changes in revenue sources of our tenants, including the relative mix of public payors (including Medicare, Medicaid/MediCal, and managed care in the U.S., as well as equivalent payors in Europe, and South America) and private payors (including commercial insurance and private pay patients); historical support (financial or otherwise) from governments and/or other public payor systems during major economic downturns/depressions; trends in tenants' cash collections, including comparison to recorded net patient service revenues, knowing and assessing current revenue cycle management systems and potential future planned upgrades or replacements; tenants' free cash flow; the potential impact of healthcare pandemics/epidemics, legislation, and other regulations (including changes in reimbursement) on our tenants', borrowers', and guarantors' profitability and liquidity; the potential impact of any legal, regulatory, or compliance proceedings with our tenants (including at the facility level); the potential impact of supply chain and inflation-related challenges as they relate to new developments or capital addition projects; an ongoing assessment of the operating environment of our tenants, including demographics, competition, market position, status of compliance, accreditation, quality performance, and health outcomes as measured by The Centers for Medicare and Medicaid Services ("CMS"), The Joint Commission, and other governmental bodies in which our tenants operate; the level of investment in the hospital infrastructure and health IT systems; and physical real estate due diligence, typically including property condition and Phase 1 environmental assessments, along with annual property inspections thereafter. In addition to the key factors above, we may analyze the physician relationships with the hospital and study admissions to understand how broad such referrals are to the hospital. Finally, we typically address two primary questions when underwriting an investment – 1) is this hospital truly needed in the market? and 2) would the community suffer were the hospital not there? We believe answers to these two questions can usually provide significant insight on whether or not to move forward with a particular investment. Healthcare Industry The delivery of the majority of healthcare services, whether in the U.S. or elsewhere, requires real estate. The global outbreak of COVID-19 further validated this, as hospitals during the pandemic were proven invaluable. As a consequence, healthcare providers depend on real estate to maintain and grow their businesses. We believe that the healthcare real estate market provides investment opportunities due to the: • • • compelling demographics driving the demand for health services; specialized nature of healthcare real estate investing; and consolidation of the fragmented healthcare real estate sector. As noted previously, we have investments in nine different countries across three continents, subsequent to exiting Australia as discussed in Note 3 to Item 8 of this Annual Report on Form 10-K. Although there are regulatory, cultural, and other differences between these countries, the importance of healthcare and its impact on the economy is a consistent theme. See below for details of the healthcare industry in each of the countries in which we currently do business (according to government sources and healthcare industry reports): United States (population - approximately 335 million) • U.S. citizens receive healthcare primarily through private (via insurance carried by the individual or its employer) or public (Medicare/Medicaid) payors. 11 • • • • • • U.S. currently ranks highest in overall health expenditure in the world with $4.5 trillion in 2022, or $13,439 per person. U.S. health expenditures as a percentage of Gross Domestic Product (“GDP”) were 17.3% in 2022. In 2022, the largest share of total health spending was paid by the federal government at 33%, with individual pay at 28%, private business funding 18%, state and local governments making up 15%, and other private sources accounting for 6%. Medicare spending grew 5.9% to $944.3 billion in 2022, or 21% of total National Health Expenditures (“NHE”). Medicaid spending grew 9.6% to $805.7 billion in 2022, or 18% of total NHE. Hospital expenditures grew 2.2% to $1.4 trillion in 2022. Out-of-pocket spending grew 6.6% to $471.4 billion in 2022, or 11% of total NHE. United Kingdom (population - approximately 68 million) • • • • • • All English residents are entitled to public healthcare through the National Health Service (“NHS”), including hospital, physician, and mental health care. Overall health expenditures grew to £282.6 billion in 2022, up from £280.7 billion in 2021. Health expenditures accounted for 11.3% of GDP in 2022. Government-financed healthcare expenditure made up 82% of healthcare spending in 2022. The main provider type of government-financed healthcare was hospitals, making up 46% of government healthcare expenditure in 2021. Private household out-of-pocket and voluntary health insurance spending totaled £46.4 billion in 2022, up from £42.5 billion in 2021. Switzerland (population - approximately 9 million) • • • • Switzerland operates a universal healthcare system which is highly decentralized, with the cantons playing a key role in its operation. Health expenditures accounted for 11.3% of GDP in 2022. Overall health expenditures were CHF86.3 billion in 2021, which was a 5.9% increase from 2020. In 2021, hospital care represented 35% of total health expenditures. Germany (population - approximately 84 million) • • • • • Health insurance in Germany is compulsory and consequently offers almost universal coverage. Health expenditures were approximately 12.7% of GDP in 2022. Health expenditures were €474.1 billion in 2021, or €5,699 per person, which was a 7.5% increase from 2020. In 2021, private health insurance accounted for 8.0% of total health expenditures. Hospital expenditures totaled €114.8 billion in 2021, up from €114.3 billion in 2020. Spain (population - approximately 47 million) • • • • • Spain has a public healthcare system, mainly financed by taxes, which allows residents to have access to free or very low- cost healthcare. In 2022, total health expenditures were €139.5 billion, or 10.5% of GDP. In 2021, hospital care represented approximately 62% of the overall public healthcare expenditure. Public spending accounted for 74% of all health spending in 2020. Out-of-pocket payments were 19.6% in 2020. 12 Italy (population - approximately 60 million) • • • • • Italy’s healthcare system provides universal coverage for all citizens and legal foreign residents and is funded by corporate and value-added tax revenues collected by the central government. In 2022, total health expenditures were €173 billion, or 9.0% of GDP. In 2021, public spending on healthcare was €128 billion and private funding was €41 billion. In 2021, hospital care represented approximately 42% of the overall healthcare expenditure. In 2021, 22% of total health spending was paid out-of-pocket. Finland (population - approximately 6 million) • • • • Finland's healthcare system provides public healthcare services that all residents are entitled to, which is funded by taxes and social security payments. In 2022, total health expenditures were €27.4, or 10.2% of GDP. In 2020, public spending on healthcare accounted for 79% of the overall healthcare expenditure. In 2020, 16% of total health spending was paid out-of-pocket. Portugal (population - approximately 10 million) • • • • • Portugal provides universal health coverage to its citizens through its National Health Service, which is financed through taxation. Health spending in Portugal accounted for 10.6% of GDP in 2022, down from 11.2% in 2021. Overall health expenditures were €23.7 billion in 2021, or €2,630 per person. Public spending accounted for 63% of all health spending in 2021. In 2021, 29% of total health spending was paid out-of-pocket. Colombia (population - approximately 52 million) • • • • Colombia provides universal public and private coverage available for purchase through private companies where all citizens are entitled to a comprehensive health benefit package. In 2022, health expenditures were 8.1% of GDP. In 2020, overall health expenditures were $22.6 billion and are projected to grow to $27.8 billion in 2023. Out-of-pocket payments were $3.7 billion in 2019, a decrease of 4% from the prior year. Our Leases and Loans The leases of our facilities are generally “triple-net” leases with terms requiring the tenant to pay all ongoing operating expenses of the facility, including property, casualty, general liability, and other insurance coverages; utilities and other charges incurred in the operation of the facilities; real estate and certain other taxes; ground lease rent (if any); and the costs of repairs and maintenance (including any repairs mandated by regulatory requirements). Our tenants are also responsible for any desired capital expenditures (costs that either improve the value of the facility or extend the facility's life), subject to our approval; however, if we agree to fund such capital expenditures instead, our lease revenue will increase accordingly. Similarly, borrowers under our mortgage loan arrangements retain the responsibilities of ownership, including physical maintenance and improvements and all costs and expenses. Our leases and loans typically require our tenants to indemnify us for any past or future environmental liabilities, as well. Our current leases and loans have a weighted-average remaining initial term of 16.8 years (see Item 2 for more information on remaining lease and loan terms) and most include renewal options at the election of our tenants. Based on current monthly revenue, 99% of our leases provide annual rent escalations based on increases in the Consumer Price Index (“CPI”), or similar indexes for properties outside the U.S. and/or fixed minimum annual rent escalations. 13 Significant Tenants Our top five tenants, on a total asset basis, were as follows (dollars in thousands): Total Assets by Operator Operators Steward Circle Priory Prospect Lifepoint Behavioral Health Other operators Other assets Total As of December 31, 2023 As of December 31, 2022 Total Assets (1) Percentage of Total Assets Total Assets (1) Percentage of Total Assets $ $ 3,518,537 2,119,392 1,391,005 1,092,974 813,527 7,352,012 2,017,397 (2) 18,304,844 19.2% $ 11.6% 7.6% 6.0% 4.4% 40.2% 11.0% 100.0% $ 4,762,673 2,062,474 1,290,213 1,483,599 985,959 7,461,923 1,611,159 19,658,000 24.2% 10.5% 6.6% 7.5% 5.0% 38.0% 8.2% 100.0% Total assets by operator are generally comprised of real estate assets, mortgage loans, investments in unconsolidated real estate joint ventures, investments in unconsolidated operating entities, and other loans. Includes our investment in PHP Holdings of $700 million as part of the Prospect Transaction as further described in Note 3 to Item 8 of this Annual Report on Form 10-K. (1) (2) Steward Affiliates of Steward lease 36 facilities across five different markets pursuant to two master lease agreements (one of which covers the eight properties that are part of the joint venture with Macquarie Asset Management ("MAM"), as further described in Note 3 to Item 8 of this Annual Report on Form 10-K). The master leases are basically identical and have a fixed term ending October 2041 with one remaining five-year extension option, plus annual inflation-based escalators. At December 31, 2023, these facilities had an average remaining fixed lease term of 17.8 years. The remaining five-year extension option must include all leased properties within the respective master lease, if exercised. The master leases include a right of first refusal for the repurchase of the leased properties. In addition to the master leases, we hold a working capital and other loan totaling approximately $211 million, which the working capital loan consists of multiple tranches with varying terms. We also have a $362 million loan to affiliates of Steward, the terms of which provide us opportunities for participation in the value of Steward’s growth. Finally, we hold a 9.9% equity investment in Steward. During 2023, Steward sold its operations in five Utah general acute care facilities to Catholic Health Initiatives Colorado ("CHIC"), a wholly owned subsidiary of CommonSpirit Health ("CommonSpirit"). Operational and Liquidity Challenges Steward delayed paying a portion of its September 2023 rent and paid only $16 million of its required $70 million of rent and interest obligations (including our share of rent due to the Massachusetts partnership with MAM) for the 2023 fourth quarter. Our initial lease transaction with Steward began in 2016, and they have made approximately $2 billion in rent and interest payments since that time. According to Steward, its cash flows from operations have been impacted by challenges related to revenue cycle management and a backlog of accounts payable. Earlier Steward’s management had described to us its plans for continued improvements to profitability, access to working capital liquidity, and sales of certain non-core assets. Based on these initiatives, the reported profitability of Steward's operations at our facilities, our cross-defaulted master lease structure, and the additional security of our overall collateral interests, we believed that Steward would be able to satisfy its rental obligations over the full term of our master leases. However, despite Steward obtaining additional working capital financing and selling its non-core laboratory business in the 2023 fourth quarter, Steward informed us in December 2023 that its cash collection challenges had become more pronounced and coupled with significant changes to vendor payment terms, their liquidity had been negatively impacted. To improve its liquidity position, Steward plans to pursuing several strategic transactions, including the sale or re-tenanting of certain hospital operations and working with a third-party capital partner to divest of its managed care business. In addition, Steward has plans to intensify measures to improve cash collections and overall governance, including the establishment of a transformation committee comprised of newly appointed independent directors. Separately, we have engaged financial and legal advisors to advise us on our best options to protect our investments, including the recovery of unpaid rent and interest. To this point and while Steward executes on its plan, we agreed to fund a $60 million bridge loan (of which we funded in January 2024) secured by our existing collateral as well as new second liens on the managed care 14 business of Steward. We and certain of Steward’s asset backed lenders agreed to a new bridge facility in February 2024 and have funded an additional $37.5 million each to Steward. In addition to these fundings, we agreed to a forbearance agreement in which we consented to the deferral of unpaid rent and interest through December 2023, as well as a limited and tapering deferral of rent in 2024. Due to the operational and liquidity challenges that Steward is facing, we moved to the cash basis of accounting for our leases and loans with Steward effective December 31, 2023. This resulted in the reserving of all unpaid rent and interest receivables at December 31, 2023 and the reversal of previously recognized straight-line rent receivables. In addition, we recorded impairment charges on certain real estate assets and on our 9.9% equity interest. In total, we recorded approximately $700 million of impairment and other charges. See Note 3 to Item 8 of this Annual Report on Form 10-K for further details. Circle Affiliates of Circle Health Ltd. ("Circle") lease 36 facilities pursuant to separate lease agreements. Of these leases, 34 are cross- defaulted individual leases guaranteed by Circle and have initial fixed terms ending in 2050, with two five-year extension options plus annual inflation-based escalators. The remaining two facilities are leased with a weighted-average remaining initial fixed term of 11.5 years along with annual inflation-based escalators and extension options. On January 12, 2024, Centene Corporation finalized the divestiture of Circle to Pure Health, the largest integrated healthcare network in the Middle East. Priory Group Affiliates of Priory Group ("Priory"), a subsidiary of Median Kliniken S.á.r.l. ("MEDIAN"), lease 37 facilities pursuant to separate lease agreements. Of these properties, 31 are cross-defaulted individual leases guaranteed by Priory and have initial fixed terms ending in 2046, with two ten-year extension options plus annual inflation-based escalators. The remaining six facilities are cross-defaulted individual leases guaranteed by Priory and have initial fixed terms ending in 2044, with annual inflation-based escalators. Subsequent to year-end, we sold our interest in a GBP syndicated term loan with MEDIAN as the borrower ("Priory syndicated term loan") for aggregate proceeds of £90 million. See Note 3 and Note 13 to Item 8 of this Annual Report on Form 10-K for further details on Priory. Prospect Affiliates of Prospect Medical Holdings, Inc. (collectively, “Prospect”) lease nine facilities pursuant to two master lease agreements. Both master leases had initial fixed terms of 15 years (ending in August 2034) and contain two extension options of five years and one extension option of four years and nine months, plus annual inflation-based escalators. In addition to these master leases, we hold a $155 million mortgage loan secured by a first mortgage on four facilities in Pennsylvania and a $75 million term loan. The master leases, mortgage loan, and term loan are all cross-defaulted and cross-collateralized. During 2023, Prospect completed a recapitalization plan (referred to as the Prospect Transaction) that altered the nature of our investments with them and allowed for a deferral of rent and interest for a period of time. See Note 3 and Note 8 to Item 8 of this Annual Report on Form 10-K for further details of the Prospect Transaction. Lifepoint Behavioral Health On February 7, 2023, a subsidiary of Lifepoint Health, Inc. ("Lifepoint") acquired a majority interest in Springstone (now Lifepoint Behavioral Health, "Lifepoint Behavioral") (the "Lifepoint Transaction"). Lifepoint Behavioral leases 19 facilities pursuant to one master lease agreement. The master lease had an initial fixed term of 20 years (ending in October 2041), and contains two extension options of five years plus inflation-based escalators. As part of the Lifepoint Transaction, our acquisition loan was re-paid in full and our equity ownership decreased to 20.9% of Lifepoint Behavioral. See Note 3 to Item 8 of this Annual Report on Form 10-K for additional information regarding the Lifepoint Transaction. No other tenant accounted for more than 4.4% of our total assets at December 31, 2023. 15 Tax Structure U.S. We have operated as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, (the “Code”) since 2004. Accordingly, we are generally not subject to U.S. federal corporate income tax on our REIT taxable income, provided that we continue to qualify as a REIT and our distributions to our stockholders equal or exceed such taxable income. This treatment substantially eliminates the “double taxation” that ordinarily results from investment in a "C" corporation. The Code defines a REIT as a corporation that: (a) is managed by one or more directors; (b) would be taxable as a domestic corporation if not for Sections 856 through 860 of the Code; (c) is beneficially owned by 100 or more persons; (d) does not have five or fewer individuals owning more than 50% in value of the outstanding stock; and (e) meets certain asset, income, and distributions tests. We believe that we are organized and have operated in a manner that is in line with the Code’s definition of a REIT since 2004, and we intend to operate in this manner for the foreseeable future. However, see our “Tax Risks” section in Item 1A of this Annual Report on Form 10-K for further information including the potential impact to us if we were to lose our REIT status. Certain non-real estate activities (such as working capital loans or investments in unconsolidated operating entities) we undertake are conducted by entities which we elected to be treated as a TRS. Our TRS entities are subject to both U.S. federal and state income taxes. In the case of domestic investments in unconsolidated operating entities, these investments typically fall under a structure permitted by the REIT Investment Diversification and Empowerment Act of 2007 (“RIDEA”). Under the provisions of RIDEA, a REIT may lease “qualified health care properties” on an arm’s length basis to a TRS that owns healthcare operations so long as the property is operated by an entity that qualifies as an “eligible independent contractor.” International For our properties located outside the U.S., we are subject to the local taxes of the jurisdictions where our properties reside and/or legal entities are domiciled; however, we do not expect to incur additional taxes, of a significant nature, in the U.S. from foreign-based income as the majority of such income flows through our REIT. Effective July 1, 2023, we moved a majority of our U.K. assets into a U.K. REIT regime. The REIT requirements in the U.K. are generally similar to those in the U.S. We believe we have met all requirements as of December 31, 2023. Environmental Matters Under various U.S. federal, state, and local environmental laws and regulations and similar international laws, a current or previous owner, operator, or tenant of real estate may be required to remediate hazardous or toxic substance releases or threats of releases. There may also be certain obligations and liabilities on property owners with respect to asbestos containing materials. Investigation, remediation, and monitoring costs may be substantial. The confirmed presence of contamination or the failure to properly remediate contamination on a property may adversely affect our ability to sell or rent that property or to borrow funds using such property as collateral and may adversely impact our investment in that property. Generally, prior to completing an acquisition or closing a mortgage loan, we obtain Phase I environmental assessments (or similar studies outside the U.S.) in order to attempt to identify potential environmental concerns at the facilities. These assessments are carried out in accordance with an appropriate level of due diligence and generally include a physical site inspection, a review of relevant environmental and health agency database records, one or more interviews with appropriate site-related personnel, review of the property’s chain of title, and review of historic aerial photographs and other information on past uses of the property. We may also conduct limited subsurface investigations and test for substances of concern where the results of the Phase I environmental assessments or other information indicates possible contamination or where our consultants recommend such procedures. Upon closing and for the remainder of the lease or loan term, our transaction documents typically require our tenants to repair and remediate environmental issues at the applicable facility, and to comply in full with all environmental laws and regulations. Seismic Standards California Seismic Standards The Alfred E. Alquist Hospital Facilities Seismic Safety Act of 1983 (“Alquist Act”), establishes, under the jurisdiction of the Department of Health Care Access and Information ("HCAI"), formerly the Office of Statewide Health Planning and Development ("OSHPD"), a program of seismic safety building standards for certain hospitals constructed on and after March 7, 1973. The law 16 requires the California Building Standards Commission to adopt earthquake performance categories, seismic evaluation procedures, standards and timeframes for upgrading certain facilities, and seismic retrofit building standards. This legislation was adopted to avoid the loss of life and the disruption of operations and the provision of emergency medical services that may result from structural damage sustained to hospitals resulting from an earthquake. A violation of any provision of the act is a misdemeanor. Under the Alquist Act and related rules and regulations, all general acute care hospital buildings in California are assigned a structural performance category (“SPC”). SPC ratings range from 1 to 5 with SPC-1 assigned to buildings that may be at risk of collapse during a strong earthquake and SPC-5 assigned to buildings reasonably capable of providing services to the public following a strong earthquake. Pursuant to the Alquist Act, state law initially required all SPC-1 buildings to be removed from providing general acute care services by 2020 and all SPC-2 buildings to be removed from providing general acute care services by 2030. However, in 2017, HCAI adopted a new performance category that allowed hospitals to explore the possibilities of upgrading nonconforming buildings to a new performance level that is not as rigorous. Under SPC-4D, buildings undergoing a retrofit to this level can continue functioning indefinitely beyond 2030. In addition, California AB 2190 bill required HCAI to grant an additional extension of time to an owner who was subject to the January 1, 2020, deadline if specified conditions were met. The bill authorized the additional extension to be until July 1, 2022, if the compliance plan was based upon replacement or retrofit, or up to five years if the compliance plan was for a rebuild. As of December 31, 2023, we have 19 licensed hospitals in California totaling investments of approximately $1.3 billion. Exclusive of one hospital granted an HCAI extension to January 1, 2025 (representing less than 0.7% of our total assets), under California AB 2190, all of our California hospitals are seismically compliant through 2030 as determined by HCAI. We expect full compliance by the end of 2024 for the one remaining hospital. Colombia Seismic Standards Similar to California, the design, construction, and technical supervision of buildings in Colombia must meet certain minimum seismic standards. Such standards divide the country into seismic hazard zones: low threat, intermediate threat, and high threat. Two of our facilities are located in Bogotá, an intermediate threat zone, while the other two facilities (representing less than 1% of our total assets) are located in a high threat zone. In addition, all buildings are classified into use groups. Clinical hospitals and health centers fall into Group IV, which are deemed indispensable buildings and are held to a higher standard of earthquake resistant construction. Buildings in Group IV are considered essential for the recovery of the community after the occurrence of an emergency, including an earthquake, and the additional structural requirements are in place to ensure that they can remain operational. As of December 31, 2023, our two facilities in the high threat zone are seismic compliant. We estimate that our two facilities in Bogota, an intermediate threat zone, need approximately $15 million of seismic upgrades to become compliant under Colombian law. The deadline for making such upgrades is December 2024. Under our current lease and loan agreements, our tenants (or borrowers) are responsible for capital expenditures in connection with seismic laws. We do not currently expect California or Colombia seismic standards to have a negative impact on our financial condition or cash flows. We also do not currently expect compliance with seismic standards to materially impact the financial condition of our tenants. Competition We compete in acquiring and developing facilities with financial institutions, other lenders, real estate developers, healthcare operators, other REITs, other public and private real estate companies, infrastructure and other funds, and private real estate investors. Among the factors that may adversely affect our ability to compete are the following: • • • • • • we may have less knowledge than our competitors of certain markets in which we seek to invest in or develop facilities; some of our competitors may have greater financial and operational resources than we have; some of our competitors may have lower costs of capital than we do; some of our competitors may pursue a transaction more quickly than we do; our competitors or other entities may pursue a strategy similar to ours; and some of our competitors may have existing relationships with our potential tenants/operators. 17 To the extent that we experience vacancies in our facilities, we will also face competition in leasing those facilities to prospective tenants. The actual competition for tenants varies depending on the characteristics of each local market. Virtually all of our facilities operate in highly competitive environments, and patients and referral sources, including physicians, may change their preferences for healthcare facilities from time-to-time. The operators of our properties compete on a local and regional basis with operators of properties that provide comparable services. Operators compete for patients based on a number of factors, including quality of care, reputation, physical appearance of a facility, location, services offered, physicians, staff, and price. We also face competition for tenants, such as physicians and other healthcare providers, from owners of comparable healthcare facilities. For additional information, see “Risk Factors” in Item 1A of this Annual Report on Form 10-K. Insurance We obtain various types of insurance to mitigate the impact of property, business interruption, liability, flood, earthquake, fire, wind, and other environmental losses. We attempt to obtain the appropriate policy terms, conditions, limits, and deductibles considering the relative risk of loss and cost of coverage. However, there are certain types of extraordinary losses that may be either uninsurable or not economically insurable. We maintain or require in our leases and mortgage loans that our tenants maintain applicable types of insurance on our facilities and their operations. In addition, we have a comprehensive insurance program to further protect our interests. At December 31, 2023, we believe that the policy specifications and insured limits of our tenant’s policies and our own policies are appropriate given the relative risk of loss, the cost of the coverage, and standard industry practice. However, no assurances can be given that we will not incur losses that are uninsured or that exceed our insurance coverage. Healthcare Regulatory Matters The following discussion describes certain material federal healthcare laws and regulations that may affect our operations and those of our tenants. This discussion does not address all applicable federal healthcare laws, and does not address state healthcare laws and regulations, except as otherwise indicated. These state laws and regulations, like the federal healthcare laws and regulations, could affect the operations of our tenants and, accordingly, our operations. In addition, in some instances we own a minority interest in our tenants’ operations and, in addition to the effect on our tenant’s ability to meet its financial obligations to us, our ownership and investment returns may also be negatively impacted by such laws and regulations. Moreover, the discussion relating to reimbursement for healthcare services addresses matters that are subject to frequent review and revision by Congress and the agencies responsible for administering federal payment programs. Consequently, predicting future reimbursement trends or changes, along with the potential impact to us, is inherently difficult and imprecise. Finally, though we have not included a comprehensive discussion of applicable foreign laws or regulations, our tenants in Europe and South America may be subject to similar laws and regulations governing the ownership or operation of healthcare facilities including, without limitation, laws governing patient care and safety, reimbursement, licensure, and data protection. Ownership and operation of hospitals and other healthcare facilities are subject, directly and indirectly, to substantial U.S. federal, state, and local government healthcare laws, rules, and regulations. Our tenants’ failure to comply with these laws and regulations could adversely affect their ability to meet their obligations to us. Physician investment in our facilities or in real estate joint ventures is also subject to such laws and regulations. We are not a healthcare provider or in a position to influence the referral of patients or ordering of items and services reimbursable by the federal government. Nonetheless, to the extent that a healthcare provider engages in transactions with our tenants, such as sublease or other financial arrangements, the Anti-Kickback Statute and the Stark Law (both discussed in this section), and any state counterparts thereto, could be implicated. As in the U.S. under HIPAA and similar state data protection laws, our tenants in foreign jurisdictions may be subject to strict laws and regulations governing data protection (such as the European Union's General Data Protection Regulation ("GDPR")), generally, and the protection of a patient’s personal health information, specifically. Tenants may also be subject to laws and regulations addressing billing and reimbursement for healthcare items and services. Furthermore, in certain cases, as with certificate of need laws in the U.S., government approval in foreign jurisdictions may also be required prior to the transfer of a healthcare facility or prior to the establishment of new or replacement facilities, the addition of beds, the addition or expansion of services, and certain capital expenditures. Our leases and loan documents typically require our tenants, both domestic and foreign, to comply with all applicable laws, including healthcare laws. We intend for all of our business activities and operations (including that of our tenants/borrowers) in such jurisdictions to conform in all material respects with all applicable healthcare laws, rules, and regulations. 18 Applicable Laws (not intended to be a complete list) Anti-Kickback Statute. The federal Anti-Kickback Statute (codified at 42 U.S.C. § 1320a-7b(b)) prohibits, among other things, the offer, payment, solicitation, or acceptance of remuneration, directly or indirectly, in return for referring an individual to a provider of items or services for which payment may be made in whole, or in part, under a federal healthcare program, including the Medicare or Medicaid programs. Violation of the Anti-Kickback Statute is a crime, punishable by fines of up to $100,000 per violation, ten years imprisonment, or both. Violations may also result in civil sanctions, including civil monetary penalties of up to $50,000 per violation, exclusion from participation in federal healthcare programs, including Medicare and Medicaid, and additional monetary penalties in amounts treble to the underlying remuneration. The Anti-Kickback Statute is an intent based statute, and has been broadly interpreted. As an example, courts have held that there is a violation of the Anti-Kickback Statute if just one purpose of an arrangement is to generate prohibited referrals despite the fact that there may be one or more other lawful purposes to the arrangement at issue. The Office of Inspector General of the Department of Health and Human Services (“OIG”) has issued “Safe Harbor Regulations” that describe practices that will not be considered violations of the Anti-Kickback Statute. Nonetheless, the fact that a particular arrangement does not meet safe harbor requirements does not also mean that the arrangement violates the Anti-Kickback Statute. Rather, the safe harbor regulations simply provide a guaranty that qualifying arrangements will not be prosecuted under the Anti-Kickback Statute. We intend to use commercially reasonable efforts to structure our arrangements with tenants so as to satisfy, or meet as closely as possible, all safe harbor conditions. We also require our tenants, under our lease or loan agreements, to comply with applicable laws which would include structuring their arrangements with third parties in a manner that complies with the Anti- Kickback Statute. We cannot assure you, however, that we or our tenants will meet all the conditions for an applicable safe harbor. Physician Self-Referral Statute (“Stark Law”). Unless subject to an exception, the Ethics in Patient Referrals Act of 1989, or the Stark Law (codified at 42 U.S.C. § 1395nn) prohibits a physician from making a referral to an “entity” furnishing “designated health services” (which would include, without limitation, certain inpatient and outpatient hospital services) paid by Medicare or Medicaid if the physician or a member of his immediate family has a “financial relationship” with that entity. The prohibition further bars the entity from billing Medicare or Medicaid for any services furnished pursuant to a prohibited referral. Sanctions for violating the Stark Law include denial of payment, refunding amounts received for services provided pursuant to prohibited referrals, civil monetary penalties of up to $15,000 per prohibited service provided, and exclusion from the participation in federal healthcare programs. The statute also provides for a penalty of up to $100,000 for a circumvention scheme. The Stark Law is a strict liability Statute, and therefore, no intent is required to be shown in order to prove a violation of the Statute. There are exceptions to the self-referral prohibition for many of the customary financial arrangements between physicians and providers, including, without limitation, employment contracts, rental of office space or equipment, personal services agreements and recruitment agreements. Unlike safe harbors under the Anti-Kickback Statute, the Stark Law imposes strict liability on the parties to an arrangement, and an arrangement must comply with every requirement of a Stark Law exception or the arrangement is in violation of the Stark Law. CMS has issued multiple phases of final regulations implementing the Stark Law and continues to make changes to these regulations. Although our lease and loan agreements require lessees and borrowers to comply with the Stark Law (and we intend for them to comply with the Stark Law), we cannot offer assurance that the arrangements entered into by us, our facilities, or our tenants and borrowers will be found to be in compliance with the Stark Law, as it ultimately may be implemented or interpreted. In addition, changes to the Stark Law could require our tenants to restructure certain arrangements with physicians, which could impact the business of our tenants. False Claims Act. The federal False Claims Act prohibits the making or presenting of any false claim for payment to the federal government. It is the civil equivalent to federal criminal provisions prohibiting the submission of false claims to federally funded programs. Additionally, qui tam, or whistleblower, provisions of the federal False Claims Act allow private individuals to bring actions on behalf of the federal government alleging that the defendant has defrauded the federal government. Whistleblowers may collect a portion of the federal government’s recovery — an incentive for private parties to bring such actions. A successful federal False Claims Act case may result in a penalty of three times the actual damages, plus additional civil penalties payable to the government, plus reimbursement of the fees of counsel for the whistleblower. Many states have enacted similar statutes preventing the presentation of a false claim to a state government. The Civil Monetary Penalties Law. The Civil Monetary Penalties Law (“CMPL”) is a comprehensive statute that covers an array of fraudulent and abusive activities and is very similar to the False Claims Act. Among other things, the CMPL prohibits the knowing presentation of a claim for certain healthcare services that is false or fraudulent, the presentation of false or misleading information in connection with claims for payment, and other acts involving fraudulent conduct. Violation of the CMPL may result in penalties ranging from $20,000 to in excess of $100,000 (penalties are periodically adjusted). Notably, such penalties apply to each instance of prohibited conduct, including each item or service not provided as claimed and each provision of false information or each 19 false record. In addition, violators of the CMPL may be penalized up to three times the amount unlawfully claimed and may be excluded from participation in federal healthcare programs. Licensure. Our tenants are subject to extensive federal, state, and local licensure, certification, and inspection laws and regulations including, in some cases, certificate of need laws. Further, various licenses and permits are required to dispense narcotics, operate pharmacies, handle radioactive materials, and operate equipment. Failure to comply with any of these laws could result in loss of licensure, certification or accreditation, denial of reimbursement, imposition of fines, and suspension or decertification from federal and state healthcare programs. Data Privacy and Security. HIPAA restricts the use and disclosure of individually identifiable health information (“PHI”), among other things, provides for safeguards of PHI, and requires healthcare providers to notify patients of breaches of unsecured PHI. In general, our tenants based in the United States are subject to HIPAA, and they may also be subject to similar state laws addressing the privacy and security of protected health information. Additionally, our tenants in jurisdictions outside the United States may be subject to various laws and regulations addressing the privacy and security of protected health information. In general, we rely on our tenants to comply with their obligations with respect to HIPAA and other similar privacy and security laws and regulations. EMTALA. Our tenants that provide emergency care in the U.S. are subject to the Emergency Medical Treatment and Active Labor Act (“EMTALA”). Regardless of an individual’s ability to pay, this federal law requires such healthcare facilities to conduct an appropriate medical screening examination of every individual who presents to the hospital’s emergency room for treatment and, if the individual is suffering from an emergency medical condition, to either stabilize the condition or make an appropriate transfer of the individual to a facility able to handle the condition. Liability for violations of EMTALA are severe and include, among other things, civil monetary penalties and exclusion from participation in federal healthcare programs. Our lease and mortgage loan agreements require our tenants to comply with EMTALA, and we believe our tenants conduct business in substantial compliance with EMTALA. Antitrust Laws. The federal government and most states have enacted antitrust laws that prohibit certain types of conduct deemed to be anti-competitive, which include, among other things, price fixing, market allocation, market monopolization, price discrimination, or acquisitions of competitors. Antitrust enforcement in the health care industry is currently a priority of the Federal Trade Commission and the DOJ, including with respect to hospitals, managed care plans, and physician practice acquisitions. As a REIT, our transactions involving solely the purchase and sale of real estate are generally exempt from these antitrust laws. Nonetheless, our tenants who operate hospitals, managed care plans, and physician practices may be subject to these laws governing anti-competitive behavior, and we cannot predict how the enforcement of these antitrust laws may affect the operations, the growth, or divestiture plans of our tenants. Reimbursement Pressures. Healthcare facility operating margins have faced significant pressure due to the deterioration in pricing flexibility and payor mix, a continued shift toward alternative payment models, increases in operating expenses (particularly labor costs), reductions in levels of Medicaid funding due to state budget shortfalls, and other similar cost pressures on our tenants. Private payors may also rely, to a certain extent, on government reimbursement programs to set reimbursement rates which could further negatively impact the results and operations of our tenants. Though many of our tenants' operations have normalized since outbreak of COVID-19, we cannot predict how and to what extent pandemics like COVID-19 or other health crises may impact the business of our tenants or whether our business will be adversely impacted. Healthcare Reform. The Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (collectively, the “ACA”) has expanded health insurance coverage through tax subsidies and federal health insurance programs, individual and employer mandates for health insurance coverage, and health insurance exchanges. A number of reforms stem from the ACA, and federal agencies, including CMS, continue to propose and implement policies founded in the ACA. These include various cost containment initiatives, quality improvement efforts, pay-for-performance criteria, and value-based purchasing programs, among others. Health information technology standards for healthcare providers also continue to be implemented as a means of improving quality and reducing costs. We cannot predict the impact of how any new initiatives, if adopted, will affect our business, as some aspects may benefit the operations of our tenants, while other aspects may present challenges. Environmental, Social, and Governance Environmental, social, and governance initiatives are an important part of our overall corporate activities, and we intend to further our sustainability efforts in each of the three ESG pillars. Our approach to sustainability is overseen by our Board of Directors (“Board”), executive management team, and our Environmental and Social Committee, a committee of the Board that was formed to continuously improve programs, policies, and practices relating to environmental, social, and governance initiatives across all aspects of our business. In addition, our Ethics, Nominating and Governance Committee of the Board is responsible for developing and recommending corporate governance guidelines and policies. We also have an employee-led ESG Working Group, also known as the "Green Team" with responsibility for driving further environmental performance improvements across all aspects of our business. 20 In early 2023, we completed and published our second Corporate Responsibility Report, which describes how our approach to ESG issues enables us to support our employees, to build strong tenant relationships, and positions us for sustainable success. Our environmental sustainability initiatives focus on environmental improvements to our corporate operations and hospital facilities. As such, in 2023, we measured and reported greenhouse gas emissions from our controlled and part of our noncontrolled operations and now have incorporated green provisions into our standard lease, covering 55 facilities. To more effectively track and communicate the Company's ESG performance, we have adopted various frameworks and methodologies, including participation in CDP's Climate Change Questionnaire, and reporting disclosures better aligned with the Sustainability Accounting Standards Board and the Task Force on Climate-Related Disclosure. Our ESG achievements over the past year include the following: • • • • honored among Modern Healthcare Best Places to Work for the third consecutive year; named to Newsweek's America's Most Responsible Companies 2024; named to Newsweek's America's Greenest Companies 2024; and recognized with a 2022-2023 Green Lease Leaders Silver Certification by the Institute for Market Transformation (IMT) and the DOE Better Building Alliance. For additional information regarding our ESG initiatives and to view our Corporate Responsibility Report, please visit our website at www.medicalpropertiestrust.com. Human Capital Our employees are our most valuable asset. Led by our founding executives, we have a total of 121 employees as of February 16, 2024, located in the U.S., Luxembourg, and the U.K. None of our employees are subject to a collective bargaining agreement. We believe that our relations with our employees are good, and we are committed to providing a dynamic and supportive workplace for our employees that encourages both personal and professional growth through significant training and continuing education opportunities. We offer employees the opportunity to attend continuing education courses in order to maintain their professional certifications, participate in seminars and workshops on topics related to their job responsibilities, and build upon their leadership abilities through management development programs. In addition, we provide regular training for all employees on topics such as personal safety, cybersecurity, and data security awareness, and we have established company-wide human rights, and health and safety policies. We offer a competitive benefits package that includes annual performance-based bonuses and stock compensation, a 401(k) plan, leading healthcare and insurance benefits, paid time off, health and wellness reimbursement programs, etc. designed to help recruit and retain high-quality, motivated employees, and to contribute to their health and security. We routinely evaluate and benchmark the competitiveness of our compensation and benefit programs to ensure that we are rewarding our employees and supporting their needs. In 2023, a third party firm conducted an employee satisfaction survey to measure the level of satisfaction of each employee and gain insight into the health of our company. The responses and comments we received were overwhelmingly positive. As a result, MPT earned a 90% overall engagement score, high levels for employee satisfaction and confidence in executive management, and was selected as one of Modern Healthcare’s Best Places to Work in healthcare for 2023. We believe it is important to be a good corporate citizen around the world, particularly in the communities where our employees live and work. We do this by providing financial support for private and public non-profit programs aimed at improving community public health and supporting the diverse interests of our employees. In addition, we encourage each of our employees to get involved in their communities to make a positive difference, and we provide time off to do so. We are firmly committed to providing equal opportunity in all aspects of employment. We forbid discrimination against any person or harassment, intimidation, or hostility of any kind, including on the basis of race, religion, color, sex, sexual orientation, sexual or gender identity, age, disability, national origin, military or veteran status, retaliation or any other characteristic or conduct that may be protected by applicable local, state, or federal law. Our hiring process includes a robust search for the best available candidate and each candidate is properly vetted through interviews with numerous MPT employees. The company also retains the services of an experienced independent industrial psychologist to ensure a strong fit exists between the company and the candidate and that the candidate meets the standards for the specific job and the needs of the company. We provide regular training on anti- harassment policies. 21 Our commitment to a diverse and inclusive workplace is demonstrated by the following: Available Information Our website address is www.medicalpropertiestrust.com and provides access in the “Investor Relations” section, free of charge, to our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, including exhibits, and all amendments to these reports as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission ("SEC"). We use, and intend to continue to use, the “Investor Relations” section of our website as a means of disclosing material nonpublic information and of complying with our disclosure obligations under Regulation FD, including, without limitation, through the posting of investor presentations that may include material nonpublic information. Accordingly, investors should monitor the “Investor Relations” section, in addition to following our press releases, SEC filings, public conference calls, presentations, and webcasts. Also available on our website, free of charge, are our Corporate Governance Guidelines, the charters of our Ethics, Nominating, and Corporate Governance, Audit and Compensation Committees and our Code of Ethics and Business Conduct. If you are not able to access our website, the information is available in print free of charge to any stockholder who should request the information directly from us at (205) 969-3755. Information on or connected to our website is neither part of nor incorporated by reference into this Annual Report on Form 10-K or any other SEC filings. 22 ITEM 1A. Risk Factors The risks and uncertainties described herein are not the only ones facing us. There may be additional risk factors that we do not presently know of or that we currently consider not likely to have a significant impact on us, and it is not possible for us to assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may affect our business. Investors should also refer to our quarterly reports on Form 10-Q for future periods and current reports on Form 8-K for material updates to these risk factors. All of these risk factors could adversely affect our business, results of operations, financial condition, and our ability to service our debt and make distributions to our stockholders. Some statements in this report, including statements in the following risk factors, constitute forward-looking statements. See “A Warning About Forward Looking Statements” at the beginning of this Annual Report. Risk factors pertaining to our Company generally fall within the following broad areas: • • • • • • risks related to our business, tenants, and strategy; financing risks; risks relating to real estate investments; risks relating to the healthcare industry; risks relating to our organization and structure; and tax risks. RISKS RELATED TO OUR BUSINESS, TENANTS, AND STRATEGY Adverse U.S. and global market, economic and political conditions, health crises and other events beyond our control could have a material adverse effect on our business, results of operations, and financial condition. Another economic or financial crisis, significant concerns over energy costs and inflation, rising interest rates, geopolitical issues (including as a result of the armed conflict between Russia and Ukraine, and recent escalation in the conflict between the State of Israel and Hamas, and potentially other countries in the Middle East and North Africa), the availability and cost of credit, or a declining real estate market in the U.S. or abroad can contribute to increased volatility, diminished expectations for the economy and the markets, shortage of available healthcare workers and related increased labor costs, and high levels of unemployment by historical standards. As was the case from 2008 through 2010, as well as most of 2022 and 2023, these factors, combined with volatile oil prices and fluctuating business and consumer confidence, can precipitate an economic decline. Adverse U.S. and global market, economic and political conditions, including dislocations and volatility in the credit markets, rising inflation and interest rates, and general global economic uncertainty, could have a material adverse effect on our business, results of operations, and financial condition as a result of the following potential consequences, among others: • • reduced values of our properties may limit our ability to dispose of assets at attractive prices, or at all, or to obtain debt financing secured by our properties and may reduce the availability of unsecured loans; and our ability to obtain financing on terms and conditions that we find acceptable, or at all, may be limited, which could reduce our ability to pursue acquisition and redevelopment opportunities, refinance existing debt, reduce our returns from our acquisition and redevelopment activities, reduce our ability to sell properties or re-tenant properties at favorable terms, and increase our future interest expense. Public health crises, pandemics and epidemics, such as those caused by new strains of viruses such as H5N1 (avian flu), severe acute respiratory syndrome (SARS) and, most recently, COVID-19, could adversely impact our and our tenants’ business by disrupting supply chains and transactional activities, creating labor shortages, and negatively impacting local, national, or global economies. Our revenues are dependent upon our relationships with and success of our tenants, particularly our largest tenants, like Steward, Circle, Priory, Prospect, and Lifepoint Behavioral. Our tenants’ financial performance and resulting ability to satisfy their lease and loan obligations to us are material to our financial results and our ability to service our debt and make distributions to our stockholders. Our tenants experience operational challenges from time-to-time, and this can be even more of a risk for those tenants that grow (or have grown) via acquisitions in a short time frame, like Steward, Circle, and others. Such operational challenges can result in our tenants and operators having to write- off uncollectible accounts receivable, incurring higher expenses, or even undergoing insolvency in certain cases. 23 For example, we recorded approximately $700 million of impairment charges related to Steward in the 2023 fourth quarter due to ongoing operational and liquidity challenges. For more information, including reserves and impairment charges, see Note 3 (Operational and Liquidity Challenges) to Item 8 of this Annual Report on Form 10-K. We are dependent upon the ability of our tenants to make rent and loan payments to us, and any failure to meet these obligations could have a material adverse effect on our financial condition and results of operations. As of December 31, 2023, our largest tenants – Steward, Circle, Priory, Prospect, and Lifepoint Behavioral – represented 19.2%, 11.6%, 7.6%, 6.0%, and 4.4%, respectively, of our total assets. We rely on our tenants to provide us with accurate financial and other information under the terms of our leases or in the ordinary course of business relationship, which we, in turn, use for making business decisions, assessing risk and calculating and reporting tenant coverage and other data. Because most of our tenants are private companies, the financial information they provide us with might not be audited. If the financial or other information provided to us by our tenants is not accurate, our reported tenant coverage and other data, which is based on such tenant-provided information might prevent us from making a timely or accurate business decision or adequately assessing risk in connection with a tenant, which could adversely impact our financial condition, results of operations, stock price, and reputation. In addition, our tenants operate in the healthcare industry, which is highly regulated by U.S. federal, state, and local laws along with laws in Europe and South America and changes in regulations may temporarily impact our tenants’ operations until they are able to make the appropriate adjustments to their business. Any adverse result to our tenants (particularly Steward, Circle, Priory, Prospect, and Lifepoint Behavioral) in regulatory proceedings or financial or operational setbacks may have a material adverse effect on the relevant tenant’s operations and on its ability to make required lease and loan payments to us. We have made investments in certain operators of our healthcare facilities and the cash flows (and related returns) from these investments are subject to more volatility than our properties with the traditional net leasing structure. At December 31, 2023, we have approximately $1.8 billion of investments in unconsolidated operating entities, including $0.4 billion of investments in Steward, our largest tenant. These investments include loans but also equity investments that generate returns dependent upon the operator’s performance. As a result, the cash flow and returns from these investments may be more volatile than that of our traditional triple-net leasing structure. As disclosed elsewhere in this Annual Report, Steward has been experiencing operational challenges, which could impact our ability to recover our investments, in part or at all, and therefore could have a material adverse impact on our financial condition, results of operations, stock price, and ability to make distributions to our stockholders. See the risk factor titled “Our revenues are dependent upon our relationships with and success of our tenants, particularly our largest tenants, like Steward, Circle, Priory, Prospect, and Lifepoint Behavioral” and Item 7 of this Annual Report on Form 10-K. The bankruptcy or insolvency of our tenants or investees could harm our operating results and financial condition. Any bankruptcy filings by one of our tenants could bar us from collecting pre-bankruptcy debts from that tenant or their property, unless we receive an order permitting us to do so from the bankruptcy court. A tenant bankruptcy can be expected to delay our efforts to collect past due balances under our leases and loans, and could ultimately preclude collection of these sums. If a lease is assumed by a tenant in bankruptcy (like it was in the case of Pipeline Health System, LLC ("Pipeline") in 2022), we expect that all pre-bankruptcy balances due under the lease would be paid to us in full. However, if a lease is rejected by a tenant in bankruptcy, we would have only a general unsecured claim for damages. Any secured claims we have against our tenants may only be paid to the extent of the value of the collateral, which may not cover any or all of our losses. Any unsecured claim (such as our equity interests in our tenants) we hold against a bankrupt entity may be paid only to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims. We may recover none or substantially less than the full value of any unsecured claims, which would harm our financial condition. It may be costly to replace defaulting tenants and we may not find suitable replacements on suitable terms. Failure on the part of a tenant to comply materially with the terms of a lease could give us the right to terminate the lease, repossess the facility, cross default certain other leases and loans with that tenant, and enforce the payment obligations under the lease. The process of terminating a lease with a defaulting tenant and repossessing the applicable facility may be costly and require a disproportionate amount of management’s attention. In addition, defaulting tenants may initiate litigation in connection with a lease termination or repossession against us. If a tenant-operator defaults and we choose to terminate the lease, we would then be required to find another tenant-operator or to sell the facility. The transfer of healthcare facilities is highly regulated, which may result in delays and increased costs in locating a suitable replacement tenant. The lease of these properties to non-healthcare operators may be difficult due to the added cost and time of refitting the properties. If we are unable to re-let the properties, we may be forced to sell the properties at a loss. There can be no assurance that we would be able to find another tenant in a timely fashion, or at all, or that, if another tenant were found, we would be able to enter into a new lease on favorable terms. Defaults by our tenants under our leases may adversely affect our results of operations, financial condition, and our ability to service our debt and make distributions to our 24 stockholders. Defaults by our significant tenants under master leases (like Steward, Circle, Priory, Prospect, and Lifepoint Behavioral) would have an even more pronounced negative impact. For recent developments in our relationship with Steward, see the risk factor titled "Our revenues are dependent upon our relationships with and success of our tenants, particularly our largest tenants, like Steward, Circle, Priory, Prospect, and Lifepoint Behavioral" and Item 7 of this Annual Report on Form 10-K. It may be costly to find new tenants when lease terms end, and we may not be able to replace such tenants with suitable replacements on suitable terms. Failure on the part of a tenant to renew or extend the lease at the end of its fixed term could result in us having to search for, negotiate with, and execute new lease agreements. The process of finding and negotiating with a new tenant, along with costs (such as maintenance, property taxes, utilities, ground lease expenses, etc.) that we will incur while the facility is untenanted, may be costly and require a disproportionate amount of our management’s attention. There can be no assurance that we would be able to find another tenant in a timely fashion, or at all, or that, if another tenant were found, we would be able to enter into a new lease on favorable terms. If we are unable to re-let the properties to healthcare operators, we may be forced to sell the properties at a loss due to the repositioning expenses likely to be incurred by non-healthcare purchasers. Alternatively, we may be required to spend substantial amounts to adapt the facility to other uses. Thus, the non-renewal or extension of leases may adversely affect our results of operations, financial condition, and our ability to service our debt and make distributions to our stockholders. This risk is even greater for those properties under master leases (like Steward, Circle, and Prospect) because several properties have the same lease ending dates. See Item 2 for our lease and loan maturity schedule. We have experienced rapid growth over the years, from adding new tenants to expanding our global footprint, and our failure to effectively manage our growth may adversely impact our financial condition and cash flows, which could negatively affect our ability to service our debt and make distributions. In past years, we have experienced growth through investments in healthcare properties and expansion into nine countries and three continents. We continually evaluate property acquisition and development opportunities as they arise. There is no assurance that we will be able to adapt our management, administrative, accounting, and operational systems, or hire and retain sufficient operational staff, to manage any facilities that we may acquire or develop in the future. Additionally, investing in real estate located in foreign countries creates risks associated with the uncertainty of foreign laws, economies, and markets, and exposes us to local economic downturns and adverse market developments. Our failure to manage our growth effectively may adversely impact our financial condition and cash flows, which could negatively affect our ability to service our debt and make distributions to our stockholders. Our growth could also increase our capital requirements, which may require us to issue potentially dilutive equity securities and/or incur additional debt. We have less experience with healthcare facilities located outside the U.S. At December 31, 2023, we had approximately 39% of our total assets located in eight different countries outside the U.S. We have less experience investing in healthcare properties or other real estate-related assets located outside the U.S. Investing in real estate located in foreign countries creates risks associated with the uncertainty of foreign laws and markets including, without limitation, laws respecting foreign ownership, the enforceability of loan and lease documents, and foreclosure laws. Foreign real estate and tax laws are complex and subject to change, and we cannot assure you we will always be in compliance with those laws or that compliance will not expose us to additional expense. The properties we have acquired internationally will face risks in connection with unexpected changes in regulatory requirements, political and economic instability, potential imposition of adverse or confiscatory taxes, possible challenges to the anticipated tax treatment of the structures that allow us to acquire and hold investments, possible currency transfer restrictions, the difficulty in enforcing obligations in other countries, the impact from Brexit and future developments in the European Union, and the burden of complying with a wide variety of foreign laws. In addition, to qualify as a REIT, we generally will be required to operate any non-U.S. investments in accordance with the rules applicable to U.S. REITs, which may be inconsistent with local practices. We may also be subject to fluctuations in local real estate values or markets or the economy as a whole, which may adversely affect our investments. In addition, the revenues and expenses incurred internationally are denominated in either euros, British pounds, Swiss francs, or Colombian pesos, which could expose us to losses resulting from fluctuations in exchange rates to the extent we have not hedged our position, which in turn could adversely affect our revenues, operating margins, and dividends, and may also affect the book value of our assets and the amount of stockholders’ equity. While we may hedge some of our foreign currency risk, we may not be able to do so successfully and may incur losses on our investments as a result of exchange rate fluctuations. Furthermore, we are subject to laws and regulations, such as the Foreign Corrupt Practices Act and similar local anti-bribery laws, which generally prohibit companies and their employees, agents, and contractors from making improper payments to governmental officials for the purpose of obtaining or retaining business. Failure to comply with these laws could subject us to civil and criminal penalties that could materially and 25 adversely affect our results of operations, the value of our international investments, and our ability to service our debt and make distributions to our stockholders. We and our tenants have exposure to contingent rent escalators, which could impact profitability. We receive a significant portion of our revenues by leasing assets under long-term net leases that generally provide for fixed rental rates subject to annual escalations. These annual escalations may be contingent on changes in CPI (or a similar index internationally), typically with specified caps and floors. If, as a result of weak economic conditions or other factors, the CPI does not increase, our growth and profitability may be hindered by these leases. In addition, if strong economic conditions or higher than normal inflation results in significant increases in CPI (like has been the case in 2023), but the escalations under our leases are capped, our growth and profitability may be limited. On the flip side, higher than normal increases in CPI could negatively impact our tenants' profitability, particularly if reimbursement revenues from governmental programs, like Medicare, do not keep pace. Even if these governmental programs eventually increase reimbursement rates in line with CPI, there could be interim shortfalls for our tenants, which may adversely impact our ability to collect rent/interest on a timely basis. Our business is highly competitive, and we may be unable to compete successfully. We compete for acquisition and development opportunities with, among others, private investors, including large private equity funds; healthcare providers, including physicians; other REITs; real estate developers; government-sponsored and/or not-for-profit agencies; financial institutions; and other lenders. Some of these competitors may have substantially greater financial resources than we have and may have better relationships with lenders and sellers. Competition for healthcare facilities may adversely affect our ability to acquire or develop healthcare facilities and the prices we pay for those facilities. If we are unable to acquire or develop facilities or if we pay too much for facilities, our revenue, earnings growth, and financial return could be materially adversely affected. Certain of our facilities, or facilities we may acquire or develop in the future, will face competition from other nearby facilities that provide services comparable to those offered at our facilities. Some of those facilities are owned by governmental agencies and supported by tax revenues, and others are owned by tax-exempt corporations and may be supported to a large extent by endowments and charitable contributions. Those types of support are not generally available to our facilities. In addition, competing healthcare facilities located in the areas served by our facilities may provide healthcare services that are not available at our facilities. From time- to-time, referral sources, including physicians and managed care organizations, may change the healthcare facilities to which they refer patients. Each of these circumstances could adversely affect our tenants and indirectly our results of operations, financial condition, and ability to service our debt and make distributions. Many of our tenants have an option to purchase the facilities we lease to them, which could disrupt our operations. Many of our tenants have the option to purchase the facilities we lease to them. There is no assurance that the formulas we have developed for setting the purchase price will yield a fair market value purchase price. In the event our tenants decide to purchase the facilities at the end of the lease term, we may not be able to re-invest the capital on as favorable terms, or at all. Our inability to effectively manage the turnover of our facilities could materially adversely affect our ability to execute our business plan and our results of operations. We have 112 leased properties that are subject to purchase options as of December 31, 2023. For 95 of these properties, the purchase option generally allows the lessee to purchase the real estate at the end of the lease term, assuming not currently in default, at a price equivalent to the greater of (i) fair market value or (ii) our original purchase price (increased, in some cases, by a certain annual rate of return from the lease commencement date). The lease agreements generally provide for an appraisal process to determine fair market value. For nine of these properties, the purchase option generally allows the lessee to purchase the real estate at the end of the lease term, assuming not currently in default, at our purchase price (increased, in some cases, by a certain annual rate of return from lease commencement date). For the remaining eight properties, the purchase options approximate fair value. In certain circumstances, a prospective purchaser of our hospital real estate may be deemed to be subject to Anti-Kickback and Stark statutes, which are described in the “Healthcare Regulatory Matters” section in Item 1 of this Annual Report on Form 10-K. In such event, it may not be practicable for us to sell a property to such prospective purchaser at a price other than fair market value. Merger and acquisition activity or consolidation in the healthcare industry may result in a change of control of, or a competitor’s investment in, one or more of our tenants or operators, which could have a material adverse effect on us. The healthcare industry continues to experience consolidation, including among owners of real estate and healthcare providers. We compete with other healthcare REITs, healthcare providers, healthcare lenders, real estate partnerships, banks, insurance companies, private equity firms, and other investors that pursue a variety of investments, which may include investments in our 26 tenants. We have historically developed strong, long-term relationships with many of our tenants. A competitor’s investment in one of our tenants, any change of control of a tenant, or a change in the tenant’s management team could enable our competitor to influence or control that tenant’s business and strategy. This influence could have a material adverse effect on us by impairing our relationship with the tenant, negatively affecting our interest, or impacting the tenant’s financial and operational performance, including their ability to pay us rent or interest. Depending on our contractual agreements and the specific facts and circumstances, we may have consent rights, termination rights, remedies upon default, or other rights and remedies related to a competitor’s investment in, a change of control of, or other transactions impacting a tenant. In deciding whether to exercise our rights and remedies, including termination rights or remedies upon default, we assess numerous factors, including legal, contractual, regulatory, business, and other relevant considerations. Our investments in joint ventures could be adversely affected by our lack of control, our partners’ failure to meet their obligations, and disputes with our partners. We have investments in five unconsolidated real estate joint ventures with independent parties that total approximately $1.5 billion at December 31, 2023. Joint venture arrangements involve risks including the possibility that the other party may refuse or not be able to make capital contributions if needed, that our partner might have economic or other interests that are inconsistent with the joint venture’s interests, or that we may become engaged in a dispute with our partner. If any of these events occur, we may need to provide additional funding to the joint ventures to meet its obligations, incur additional expenses to resolve disputes, or be forced to buy out the partner’s interest or to sell our interests at a time that is not advantageous to us. Any loss of income, cash flow, or disruption of management’s time could have a negative impact on the rest of our business. Increased scrutiny and changing expectations from investors, employees, and other stakeholders regarding our ESG practices and reporting could cause us to incur additional costs, devote additional resources, and expose us to additional risks, which could adversely impact our reputation, tenant and employee acquisition and retention, and access to capital. Companies across all industries are facing increased scrutiny related to their ESG practices and reporting. Investors, employees, and other stakeholders have begun to focus on ESG practices and to place greater importance on the implications and social cost of their investments and business decisions. For example, an increasing number of investment funds focus on positive ESG practices and sustainability scores when making an investment decision. In addition, investors, particularly institutional investors, use ESG practices and scores to benchmark companies against their peers and if a company is perceived as lagging, such investors may engage with a company to improve ESG disclosure or performance and may also make voting decisions on this basis. Given this increased focus and demand, public reporting regarding ESG practices is becoming more broadly expected. If our ESG practices and reporting regarding, among others, corporate governance, environmental compliance, human capital management, and workforce inclusion and diversity do not meet investor, employee, and other stakeholder expectations, our reputation may be negatively impacted. We could also incur additional costs and devote additional resources to monitoring, reporting, and implementing various ESG practices. Our failure, or perceived failure, to meet the goals and objectives we set in our sustainability disclosure or the expectations of our various stakeholders, could negatively impact our reputation, tenant and employee retention, and access to capital. FINANCING RISKS Our indebtedness could adversely affect our financial condition and may otherwise adversely impact our business operations and our ability to make distributions to stockholders. As of February 16, 2024, we had approximately $10.1 billion of debt outstanding - see "Contractual Commitments" in Item 7 of this Annual Report on Form 10-K for a schedule of our debt coming due over the next five years. Our indebtedness could have significant effects on our business, including by: • • • • • • • requiring us to use a substantial portion (or all) of our cash flow from operations to service our indebtedness, which would reduce available cash flow to fund working capital, development projects, and other general corporate purposes, as well as distributions; forcing us to dispose of one or more of our properties, possibly on disadvantageous terms, to make payments on our debt; reducing our ability to extend existing bank debt or refinance debt on favorable terms; increasing our vulnerability to general adverse economic and industry conditions; limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; restricting us from making strategic acquisitions or exploiting other business opportunities; and placing us at a competitive disadvantage compared to our competitors that have less debt. 27 Our future borrowings under our loan facilities may bear interest at variable rates in addition to the $1.8 billion in variable interest rate debt that we had outstanding as of February 16, 2024 (excluding the variable rate debt that we have fixed through interest rate swaps). If interest rates increase significantly, our operating results would decline along with the cash available for distributions to our stockholders. In addition, most of our current debt is, and we anticipate that much of our future debt will be, non-amortizing and payable in balloon payments. Therefore, we will likely need to refinance at least a portion of that debt as it matures. There is a risk that we may not be able to refinance debt maturing in 2024 and future years or that the terms of any refinancing will not be as favorable as the terms of the then-existing debt. If principal payments due at maturity cannot be refinanced, extended, or repaid with proceeds from other sources, such as new equity capital, joint venture proceeds, or sales of facilities, our cash flow may not be sufficient to repay all maturing debt in years when significant balloon payments come due. See Item 7 of this Annual Report on Form 10-K for further information on our current debt maturities. Covenants in our debt instruments limit our operational flexibility, and a breach of these covenants could materially affect our financial condition and results of operations. The terms of our unsecured credit facility ("Credit Facility") and the indentures governing our outstanding unsecured senior notes and other debt instruments that we may enter into in the future are subject to customary financial, operational, and reporting covenants. For example, our Credit Facility imposes certain restrictions on us, including restrictions on our ability to: incur debts; create or incur liens; provide guarantees in respect of obligations of any other entity; make redemptions and repurchases of our capital stock; prepay, redeem, or repurchase debt; engage in mergers or consolidations; enter into affiliated transactions; dispose of real estate; and change our business. In addition, our Credit Facility and senior unsecured notes limit the amount of dividends we can pay. Finally, senior unsecured notes require us to maintain total unencumbered assets (as defined in the related indenture) of not less than 150% of our unsecured indebtedness. From time-to-time, the lenders of our Credit Facility may adjust certain covenants to give us more flexibility to complete a transaction; however, such modified covenants are temporary, and we must be in a position to meet the lowered reset covenants in the future. Our continued ability to incur debt and operate our business is subject to compliance with the covenants in our debt instruments. Breaches of these covenants could result in defaults under applicable debt instruments and other debt instruments due to cross-default provisions, even if payment obligations are satisfied. Financial and other covenants, among others, that limit our operational flexibility, as well as defaults resulting from a breach of any of these covenants in our debt instruments, could have a material adverse effect on our financial condition and results of operations. Failure to hedge effectively against interest rate changes may adversely affect our results of operations and our ability to make distributions to our stockholders. As of February 16, 2024, we had approximately $3.0 billion in variable interest rate debt along with €655 million and approximately $890 million in our joint venture arrangements with Primotop Holdings S.à.r.l. (“Primotop”) and MAM, respectively. This variable rate debt subjects us to interest rate volatility. To manage this interest rate volatility, we have entered into interest rate swaps to fix the interest rate on all but $1.8 billion of this debt and have an interest rate cap in place on another $890 million. However, even these hedging arrangements involve risk, including the risk that counterparties may fail to honor their obligations, that these arrangements may not be effective in reducing our exposure to interest rate changes, and that these arrangements may result in higher interest rates than we would otherwise have (in the case of our interest rate swaps). Moreover, no hedging activity can completely insulate us from the risks associated with changes in interest rates. Failure to hedge effectively against interest rate changes may materially adversely affect our results of operations and our ability to service our debt and make distributions to our stockholders. The market price and trading volume of our common stock may be volatile and may decline regardless of our operating performance, and you may lose all or part of your investment. As can be seen in 2023 and 2022, the market price of our common stock may be highly volatile and subject to wide fluctuations. In addition, the trading volume in our common stock may fluctuate and cause significant price variations to occur. A variety of factors may cause significant price variations, including, we believe, the amount and status of short interest in our securities and any coordinated trading activities or large derivative positions in our common stock. For example, the potential for a short squeeze whereby a number of investors take a short position in a stock and have to buy the borrowed securities to close out the position at a time that other short sellers of the same security also want to close out their positions, may result in volatility in our stock price. If the market price of our common stock declines significantly, you may be unable to sell your shares at or above your purchase price. 28 We cannot assure you that the market price of our common stock will not fluctuate or decline significantly in the future. Although not a comprehensive list, some possible factors that could negatively affect our share price or result in fluctuations in the price or trading volume of our common stock include: • • • • • • • • • • • • actual or anticipated variations in our quarterly operating results or distributions; changes in our earnings estimates, or publications of research, news, or other reports about us or the real estate industry; changes in market valuations of similar companies; changes in the market value of our facilities; adverse market reaction to any increased indebtedness we incur in the future; additions or departures of key management personnel; actions by institutional stockholders; an oversupply of, or a reduction in demand for, general acute care hospitals, behavioral health facilities, IRFs, LTACHs, or freestanding ER/urgent care facilities; speculation in the press or investment community; short-selling activity; the financial performance and health of our tenants; and general market and economic conditions, including inflation and rising interest rates. Future sales of common stock may have adverse effects on our stock price. We cannot predict the effect, if any, of future sales of common stock on the market price of our common stock. Sales of substantial amounts of common stock, or the perception that these sales could occur, may adversely affect prevailing market prices for our common stock. If the market price of our common stock declines significantly, you may be unable to sell your shares at or above your purchase price. In addition, such a share price decline could impair our ability to raise future capital through a sale of additional equity securities. Downgrades in our credit ratings could have a material adverse effect on our cost and availability of capital. During 2023, our credit ratings were lowered by both S&P Global and Moody's Investors Service. As of February 16, 2024, S&P Global rates our unsecured notes at BB- while the credit rating on Medical Properties Trust is B+. Our corporate fund rating for Moody's was lowered to Ba2. Both agencies currently have a negative outlook on our ratings, and there can be no assurance that we will be able to maintain our current credit ratings. Any downgrades in terms of ratings or outlook by any or all of the rating agencies could have a material adverse effect on our cost and availability of capital, which could in turn have a material adverse effect on our financial condition and results of operations. An increase in market interest rates may have an adverse effect on the market price of our securities. One of the factors that investors may consider in deciding whether to buy or sell our securities is our dividend rate as a percentage of our price per share of common stock, relative to market interest rates. The year ended December 31, 2023 was impacted by significant market volatility, in part driven by rising inflation and interest rates. In recent periods, central banks have responded to rapidly rising inflation by tightening monetary policies, which could create headwinds to economic growth. The Federal Reserve raised interest rates seven times in 2022 and four times in 2023. The rate hikes enacted by the Federal Reserve have had a significant impact on interest rate indexes, such as SOFR and the Prime Rate. If market interest rates continue to increase, prospective investors may desire a higher distribution on our securities or seek securities paying higher distributions. The market price of our common stock likely will be based primarily on the earnings that we derive from rental and interest income with respect to our facilities and our related distributions to stockholders, and not from the underlying appraised value of the facilities themselves. As a result, interest rate fluctuations and capital market conditions can affect the market price of our common stock. In addition, rising interest rates would result in increased interest expense on our variable-rate debt, thereby adversely affecting cash flow and our ability to service our indebtedness and make distributions. Limited access to capital may restrict our growth. Our business plan contemplates growth through acquisitions and development of facilities. As a REIT, we are required to make distributions, which (if paid in cash) reduce our ability to fund acquisitions and developments with retained earnings. Thus, access to 29 the capital markets, bank borrowings, and other financing vehicles are important to fund new opportunistic investments. Due to market or other conditions, we may not be able to obtain additional equity or debt capital or dispose of assets on favorable terms, if at all, at the time we need additional capital to acquire healthcare properties, which could have a material adverse effect on our results of operations and our ability to service our debt and make distributions to our stockholders. RISKS RELATING TO REAL ESTATE INVESTMENTS Our investments are and are expected to continue to be concentrated in a single industry segment, making us more vulnerable economically than if our investments were more diversified. We acquire, develop, and make investments in healthcare real estate. In addition, we selectively make investments in healthcare operators. We are subject to risks inherent in concentrating investments in real estate. The risks resulting from a lack of diversification become even greater as a result of our business strategy to invest solely in healthcare facilities. A downturn in the real estate industry could materially adversely affect the value of our facilities. A downturn in the healthcare industry could negatively affect our tenants’ ability to make lease or loan payments to us as well as our return on our equity investments. Consequently, our ability to meet debt service obligations or make distributions to our stockholders is dependent on the real estate and healthcare industries. 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. Primarily all of the facilities in our current portfolio are net-leased healthcare facilities. If we, or our tenants, terminate the leases for these facilities, or if these tenants lose their regulatory authority to operate these facilities, we may not be able to locate suitable replacement tenants to lease the facilities for their specialized uses. Alternatively, we may be required to spend substantial amounts to adapt the facilities to other uses. Any loss of revenues or additional capital expenditures occurring as a result could have a material adverse effect on our financial condition and results of operations and could hinder our ability to meet debt service obligations or make distributions to our stockholders. 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. Real estate investments are relatively illiquid. Additionally, the real estate market is affected by many factors beyond our control, including adverse changes in global, national, and local economic and market conditions and the availability, costs, and terms of financing. Our ability to quickly sell or exchange any of our facilities in response to changes in economic and other conditions will be limited. No assurances can be given that we will recognize full value for any facility that we are required to sell for liquidity reasons. Our inability to respond rapidly to changes in the performance of our investments could adversely affect our financial condition and results of operations. Development and construction risks could adversely affect our ability to service debt and make distributions. We have developed and constructed facilities in the past and are currently developing several facilities. Our development and related construction activities may subject us to the following risks: 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; we may be subject to delays due to weather conditions, strikes, supply chain disruptions, available labor, and other contingencies beyond our control; we may be unable to obtain, or suffer delays in obtaining necessary zoning, land-use, building, occupancy, and other required governmental permits, which could result in increased costs, delays, or our abandonment of these projects; and 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. We expect to fund our development projects over time. The time frame required for development and construction of these facilities means that we may have to wait for some time to earn significant cash returns. In addition, our tenants may not be able to obtain managed care provider contracts in a timely manner or at all. Risks associated with our development projects may reduce anticipated rental revenue, which could affect our ability to service our debt and make distributions. We may be subject to risks arising from future acquisitions of real estate. We may be subject to risks in connection with our acquisition of healthcare real estate, including: • we may have no previous business experience with the tenants at the facilities acquired, and we may face difficulties in working with them; 30 • • • • underperformance of the acquired facilities due to various factors, including unfavorable terms and conditions of any acquired lease agreements, 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 (including environmental liabilities) relating to the acquired facilities (or entities acquired in a share deal); and potential underinsured losses on the acquired facilities. We cannot assure you that we will be able to manage the new properties without encountering difficulties or that any such difficulties will not have a material adverse effect on us. Our facilities may not achieve expected results, which may harm our financial condition and operating results and our ability to service our debt and make the distributions to our stockholders required to maintain our REIT status. Acquisitions and developments entail risks that investments will fail to perform in accordance with expectations and that estimates of the costs of necessary improvements may prove inaccurate, as well as general investment risks associated with any new real estate investment. Newly-developed or newly-renovated facilities may not have operating histories that are helpful in making objective pricing decisions. The purchase prices of these facilities will be based in part upon projections by management as to the expected operating results of the facilities, subjecting us to risks that these facilities may not achieve anticipated operating results or may not achieve these results within anticipated time frames. If our facilities do not achieve expected results and generate ample cash flows from operations, amounts available to service our debt or to make distributions to stockholders in order to maintain our status as a REIT could be adversely affected. We may suffer losses that are not covered by insurance or that are in excess of our insurance coverage limits. Our leases and mortgage loans generally require our tenants/borrowers to carry property, general liability, professional liability, loss of earnings, all risk, and extended coverage insurance in amounts sufficient to permit the replacement of the facility in the event of a total loss, subject to applicable deductibles. We carry general liability insurance and loss of earnings coverage on all of our properties as a contingent measure in case our tenant’s coverage is not sufficient. However, there are certain types of losses, generally of a catastrophic nature, such as earthquakes, floods, hurricanes, and acts of terrorism, which may be uninsurable or not insurable at a price we or our tenants/borrowers can afford. Inflation, changes in building codes and ordinances, environmental considerations, and other factors also might make it impracticable to use insurance proceeds to replace a facility after it has been damaged or destroyed. Under such circumstances, the insurance proceeds we receive might not be adequate to restore our economic position with respect to the affected facility. If any of these or similar events occur, it may reduce our return from the facility and the value of our investment. We continually review the insurance maintained by our tenants/borrowers and believe the coverage provided to be adequate and customary for similarly situated companies in our industry. However, we cannot provide any assurances that such insurance will be available at a reasonable cost in the future. Also, we cannot assure you that material uninsured losses, or losses in excess of insurance proceeds, will not occur in the future. Capital expenditures for facility renovation may be greater than anticipated and may adversely impact rent payments by our tenants and our ability to service debt and make distributions to stockholders. Facilities, particularly those that consist of older structures, have an ongoing need for capital improvements, including periodic replacement of fixtures and fixed equipment. Although our leases generally require our tenants to be primarily responsible for the cost of such expenditures, renovation of facilities involves certain risks, including the possibility of environmental problems, regulatory requirements, construction cost overruns and delays, uncertainties as to market demand or deterioration in market demand after commencement of renovation, and the emergence of unanticipated competition from other facilities. All of these factors could adversely impact rent and loan payments by our tenants and returns on our equity investments, which in turn could have a material adverse effect on our financial condition, results of operations, and our ability to service debt and make distributions. Certain of our healthcare facilities are subject to property taxes that may increase in the future and adversely affect our business. Our facilities are subject to real and personal property taxes that may increase as property tax rates change and as the facilities are assessed or reassessed by taxing authorities. Our leases generally provide that the property taxes are charged to our tenants as an expense related to the facilities that they occupy. As the owner of the facilities, however, we are ultimately responsible for payment of the taxes to the government. If property taxes increase, our tenants may be unable to make the required tax payments, ultimately requiring us to pay the taxes. If we incur these tax liabilities, our ability to service our debt and make expected distributions to our 31 stockholders could be adversely affected. In addition, if such taxes increase on properties in which we have an equity investment in the tenant, our return on investment maybe negatively affected. 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. Various environmental laws may impose liability on the current or prior owner or operator of real property for removal or remediation of hazardous or toxic substances. Current or prior owners or operators may also be liable for government fines and damages for injuries to persons, natural resources, and adjacent property. These environmental laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence or disposal of the hazardous or toxic substances. The cost of complying with environmental laws could materially adversely affect our ability to service our debt or make distributions to our stockholders. In addition, the presence of hazardous or toxic substances, or the failure of our tenants to properly manage, dispose of, or remediate such substances, including medical waste generated by other healthcare operators, may adversely affect our tenants or our ability to use, sell, or rent such property or to borrow using such property as collateral which, in turn, could reduce our revenue and our financing ability. We typically obtain Phase I environmental assessments (or similar studies) on facilities we acquire or develop or on which we make mortgage loans. However, even if the Phase I environmental assessment reports do not reveal any material environmental contamination, it is possible that material environmental contamination and liabilities may exist, of which we are unaware. Although our leases and mortgage loans require our operators to comply with laws and regulations governing their operations, including the disposal of medical waste, and to indemnify us for environmental liabilities, the scope of their obligations may be limited. We cannot assure you that our tenants would be able to fulfill their indemnification obligations and, therefore, any material violation of environmental laws could have a material adverse effect on us. In addition, environmental laws are constantly evolving, and changes in laws or regulations, or changes in interpretations of the foregoing, could create liabilities where none exist today. Our interests in facilities through ground leases expose us to the loss of the facility upon breach or termination of the ground lease, may limit our use of the facility, and may result in additional expense to us if our tenants vacate our facility. We have acquired interests in 28 facilities, at least in part, by acquiring leasehold interests in the land on which the facility is located rather than an ownership interest in the land. As lessee under ground leases, we are exposed to the possibility of losing the property upon termination, or an earlier breach by us, which could be a negative impact to our financial condition. Ground leases may also restrict our use of facilities, which may limit our flexibility in renting the facility and may impede our ability to sell the property. Finally, if our facility lease expires or is terminated for whatever reason resulting in the tenant vacating the facility, we would be responsible for the ground lease payments until we found a replacement tenant, which would negatively impact our cash flows and results of operations. RISKS RELATING TO THE HEALTHCARE INDUSTRY The continued pressure on healthcare reimbursement in the U.S. and other countries in which we do business, including shifts from fee-for-service reimbursement towards alternative payment models and other healthcare policy reforms, could adversely affect the profitability of our tenants and hinder their ability to make payments to us. Sources of revenue for our tenants may include the U.S. Medicare and Medicaid programs, other government-sponsored payment programs, private insurance carriers, and health maintenance organizations, among others. In addition to ongoing efforts to reduce healthcare costs, the failure of any of our tenants to comply with various laws and regulations could jeopardize their ability to continue participating in Medicare, Medicaid, and other government-sponsored payment programs. The shift in our tenant payor mix away from fee-for-service payors results in an increase in the percentage of revenues attributable to alternative payment models implemented by private and government payors, which can lead to reductions in reimbursement for services provided by our tenants. In the U.S., there is continued focus on transitioning Medicare from its traditional fee-for-service model to models that employ one or more capitated, value-based, or bundled payment approaches, and private payors have implemented similar types of alternative payment models. Other countries where we do business have implemented various strategies to reduce overall healthcare cost or may do so in the future. Such efforts from private and government payors, in addition to general industry trends, continue to place pressures on our tenants to control healthcare costs. Furthermore, pressures to control healthcare costs and a shift away from traditional health insurance reimbursement have resulted in an increase in the number of patients whose healthcare coverage is provided under managed care plans, such as health maintenance organizations and preferred provider organizations. These shifts place further cost pressures on our tenants. We also continue to believe that, due to the aging of the population and the expansion of governmental payor programs, there will be a marked increase in the number of patients relying on healthcare coverage provided by governmental payors. In instances where we have an equity investment in our tenants’ operations, 32 in addition to the effect on these tenants’ ability to meet their financial obligations to us, our ownership and investment interests may also be negatively impacted. Additionally, government and commercial payors in the United States, and in other countries in which we do business, have the ability to withhold or delay claims payments to our tenants. Delayed or withheld payments may be due to a variety of reasons including, but not limited to, initial denials based on incomplete or inaccurate documentation, payors strategically slowing payments, a lack of funds available, or a combination of these and other factors. Delayed or withheld payments to our tenants may impact those tenants’ cash flow and working capital. We cannot predict when and to what extent these delays may occur, nor whether our business will be adversely impacted. The CMS regulatory restrictions on reimbursement for LTACHs and IRFs can lead to reduced reimbursement for our tenants that operate such facilities and departments. CMS continues to explore restrictions on LTACH and IRF reimbursement focused on more restrictive facility and patient level criteria. The Reform Law enacted in 2010 represented a major shift in the U.S. healthcare industry by, among other things, allowing millions of formerly uninsured individuals to obtain health insurance coverage and by significantly expanding Medicaid. We cannot predict with absolute precision how these changes will affect the long-term financial condition of our tenants. However, any significant negative impact to our tenants could have a material adverse effect on our financial condition and results of operations and could negatively affect our ability to service our debt and make distributions to our stockholders. Significant regulation and loss of licensure or certification or failure to obtain licensure or certification could negatively impact our tenants' financial condition and results of operations and affect their ability to make payments to us. The U.S. healthcare industry is highly regulated by federal, state, and local laws and is directly affected by federal conditions of participation, state licensing requirements, facility inspections, state and federal reimbursement policies, regulations concerning capital and other expenditures, certification requirements and other such laws, regulations, and rules. As with the U.S. healthcare industry, our tenants in the U.K., South America, and other parts of Europe are also subject in some instances to comparable types of laws, regulations, and rules that affect their ownership and operation of healthcare facilities. Although our lease and mortgage loan agreements require our tenants/borrowers to comply with applicable laws, and we intend for these facilities to comply with such laws, we do not actively monitor compliance. Therefore, we cannot offer any assurance that our tenants/borrowers will be found to be in compliance with such, as the same may ultimately be implemented or interpreted. From time-to-time, our tenants are subject to various federal and state inquiries, investigations, and other proceedings and would expect such governmental compliance and enforcement activities to be ongoing at any given time with respect to one or more of our tenants, either on a confidential or public basis. An adverse result to our tenant/borrower in one or more such governmental proceedings may have a material adverse effect on their operations and financial condition and on its ability to make required lease and/or loan payments to us. In instances where we have an equity investment in the operator, in addition to the effect on these tenants’/borrowers’ ability to meet their financial obligation to us, our ownership and investment interests may be negatively impacted. In the U.S., licensed health care facilities must comply with minimum health and safety standards and are subject to survey and inspection by state and federal agencies and their agents or affiliates, including CMS, The Joint Commission, and state departments of health. CMS develops Conditions of Participation and Conditions for Coverage that health care organizations must meet in order to begin and continue participating in the Medicare and Medicaid programs and receive payment under such programs. These minimum health and safety standards are aimed at improving quality and protecting the health and safety of beneficiaries, and there are several common criteria that exist across health entities. The failure to comply with any of these standards could jeopardize a healthcare organization’s Medicare certification and, in turn, its right to receive payment under the Medicare and Medicaid programs. Further, many hospitals and other institutional providers in the U.S. are accredited by accrediting organizations, such as The Joint Commission. The Joint Commission was created to accredit healthcare providers, including our tenants that meet its minimum health and safety standards. A national accrediting organization, such as The Joint Commission, enforces standards that meet or exceed such requirements. Once hospitals achieve a minimum number of patients and approximately every three years thereafter, surveyors for The Joint Commission conduct on site surveys of facilities for compliance with a multitude of patient safety, treatment, and administrative requirements. Facilities may lose accreditation for failure to meet such requirements, which in turn may result in the loss of license or certification including under the Medicare and Medicaid programs, as well as inability to participate in certain managed care plans, which require the healthcare provider to be accredited. 33 Finally, healthcare facility reimbursement practices and quality of care issues may result in loss of license or certification, such as engaging in the practice of “upcoding,” whereby services are billed for higher procedure codes, or an event involving poor quality of care, which leads to the serious injury or death of a patient. The failure of any tenant/borrower to comply with such laws, requirements, and regulations resulting in a loss of its license would affect its ability to continue its operation of the facility and would adversely affect its ability to make lease and/or loan payments to us. This, in turn, could have a material adverse effect on our financial condition and results of operations and could negatively affect our ability to service our debt and make distributions. In addition, establishment of healthcare facilities and transfers of operations of healthcare facilities in the U.S. are typically subject to regulatory approvals, such as federal antitrust laws and state certificate of need laws in the U.S. Restrictions and delays in transferring the operations of healthcare facilities, in obtaining new third-party payor contracts, including Medicare and Medicaid provider agreements, and in receiving licensure and certification approval from appropriate state and federal agencies by new tenants, may affect our ability to terminate lease agreements, remove tenants that violate lease terms, and replace existing tenants with new tenants. Furthermore, these matters may affect a new tenant’s/borrower’s ability to obtain reimbursement for services rendered, which could adversely affect its ability to make lease and/or loan payments to us. In instances where we have an equity investment in the operator, in addition to the effect on these tenants’/borrowers’ ability to meet their financial obligations to us, our ownership and investment interests may also be negatively impacted. Our tenants are subject to fraud and abuse laws, the violation of which by a tenant may jeopardize the tenant’s ability to make payments to us and adversely affect their profitability. As noted earlier, in the U.S., the federal government and numerous state governments have passed laws and regulations that attempt to eliminate healthcare fraud and abuse by prohibiting business arrangements that induce patient referrals, the ordering of specific ancillary services, or the submission of false claims for payment. The trend towards increased investigation and enforcement activity in the areas of fraud and abuse and patient self-referrals to detect and eliminate fraud and abuse in the Medicare and Medicaid programs is likely to continue in future years. As described above, the penalties for violations of these laws can be substantial and may result in the imposition of criminal and civil penalties and possible exclusion from federal and state healthcare programs. Imposition of any of these penalties upon any of our tenants could jeopardize a tenant’s ability to operate a facility or to make lease and/or loan payments, thereby potentially adversely affecting us. In the case of an acquisition of a provider’s operations, some of our tenants have accepted an assignment of the previous operator’s Medicare provider agreement. Such operators that take assignment of Medicare provider agreements might be subject to liability for federal or state regulatory, civil, and criminal investigations of the previous owner’s operations and claims submissions. These types of issues may not be discovered prior to purchase or after our tenants commence operations in these facilities. Adverse decisions, fines, or recoupments might negatively impact our tenants’ financial condition, and in turn their ability to make lease and/or loan payments to us. Certain of our lease arrangements may be subject to laws related to fraud and abuse or physician self-referrals. Physician investment in subsidiaries that lease our facilities could subject our leases to scrutiny under fraud and abuse and physician self-referral laws. Under the Stark Law, and its implementing regulations, if our leases do not satisfy the requirements of an applicable exception, the ability of our tenants to bill for services provided to Medicare beneficiaries pursuant to referrals from physician investors could be adversely impacted and subject our tenants to fines, which could impact our tenants’ ability to make lease and/or loan payments to us. In instances where we have an equity investment in our tenants’ operations, in addition to the effect on the tenants’ ability to meet their financial obligations to us, our ownership and investment interests may also be negatively impacted. Therefore, in all cases, we intend to use our good faith efforts to structure our lease arrangements to comply with these laws. We may be required to incur substantial renovation costs to make our healthcare properties suitable for other tenants. Healthcare facilities are typically highly customized and subject to healthcare-specific building code requirements. The improvements generally required to conform a property to healthcare use can be costly and at times tenant-specific. A new or replacement operator may require different features in a property, depending on that operator’s particular business. If a current operator is unable to pay rent and/or vacates a property, we may incur substantial expenditures to modify a property before we are able to secure another tenant. Also, if the property needs to be renovated to accommodate multiple tenants, or regulatory requirements, we may incur substantial expenditures before we are able to re-lease the space. These expenditures or renovations may have a material adverse effect on our business, results of operations, and financial condition. 34 State certificate of need laws may adversely affect our development of facilities and the operations of our tenants. Certain healthcare facilities in which we invest may be subject to state laws in the U.S. which require regulatory approval in the form of a certificate of need prior to the transfer of a healthcare facility or prior to initiation of certain projects, including the establishment of new or replacement facilities, the addition of beds, the addition or expansion of services, and certain capital expenditures. State certificate of need laws are not uniform throughout the U.S., are subject to change, and may delay developments of facilities or acquisitions or certain other transfers of ownership of facilities. We cannot predict the impact of state certificate of need laws on any of the preceding activities or on the operations of our tenants. Certificate of need laws often materially impact the ability of competitors to enter into the marketplace of our facilities. As a result, a portion of the value of the facility may be related to the limitation on new competitors. In the event of a change in the certificate of need laws, this value may markedly change. RISKS RELATING TO OUR ORGANIZATION AND STRUCTURE We depend on key personnel, the loss of any one of whom may threaten our ability to operate our business successfully. We depend on the services of our executives and other officers to carry out our business and investment strategy. If we were to lose any of these, it may be more difficult for us to locate attractive acquisition targets, complete our acquisitions, and manage the facilities that we have acquired or developed. Additionally, we will continue to need to attract and retain additional qualified officers and employees. The loss of the services of any of our officers, or our inability to recruit and retain qualified personnel in the future, could have a material adverse effect on our business and financial results. Pursuant to Maryland law, our charter and bylaws contain provisions that may have the effect of deterring changes in management and third-party acquisition proposals, which in turn could depress the price of our common stock or cause dilution. Our charter contains ownership limitations that may restrict business combination opportunities, inhibit change of control transactions, and reduce the value of our common stock. To qualify as a REIT under the Code, no more than 50% in value of our outstanding stock, after taking into account options to acquire stock, may be owned, directly or indirectly, by five or fewer persons during the last half of each taxable year. Our charter generally prohibits direct or indirect ownership by any person of more than 9.8% in value or in number, whichever is more restrictive, of outstanding shares of any class or series of our securities, including our common stock. Generally, our common stock owned by affiliated owners will be aggregated for purposes of the ownership limitation. The ownership limitation could have the effect of delaying, deterring, or preventing a change in control or other transaction in which holders of common stock might receive a premium for their common stock over the then-current market price or which such holders otherwise might believe to be in their best interests. The ownership limitation provisions also may make our common stock an unsuitable investment vehicle for any person seeking to obtain, either alone or with others as a group, ownership of more than 9.8% of either the value or number of the outstanding shares of our common stock. Our charter and bylaws contain provisions that may impede third-party acquisition proposals. Our charter and bylaws also provide restrictions on replacing or removing directors. Directors may be removed by the affirmative vote of the holders of two-thirds of our common stock. Additionally, stockholders are required to give us advance notice of director nominations. Special meetings of stockholders can only be called by our president, our Board, or the holders of at least 25% of stock entitled to vote at the meetings. These and other charter and bylaw provisions may delay or prevent a change of control or other transaction in which holders of our common stock might receive a premium for their common stock over the then-current market price or which such holders otherwise might believe to be in their best interests. We rely on information technology in our operations, and any material failure, inadequacy, interruption, or security failure of our technology (or that of our third-party vendors) could harm our business. We rely on information technology networks and systems, including the Internet, to process, transmit, and store electronic information, and to manage or support a variety of business processes, including financial transactions and records, and maintaining personal identifying information (in accordance with GDPR law in Europe and similar laws elsewhere) along with tenant and lease data. We purchase or license some of our information technology from vendors. We rely on commercially available systems, software, tools, and monitoring to provide security for the processing, transmission, and storage of confidential data. Although we have taken steps to protect the security of our information systems and the data maintained in those systems, it is possible that our safety and security measures will not prevent the systems’ improper functioning or the improper access or disclosure of our or our tenant’s information, such as in the event of cyber-attacks. Further, our failure to protect the security of our information systems and data maintained in those systems could subject us to liability under various U.S. federal and state, and foreign privacy laws and regulations. Even well-protected information systems remain potentially vulnerable because the techniques used in security breaches evolve and generally are not recognized until launched against a target, and in some cases are designed not to be detected and, in fact, may 35 not be detected. Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, and thus it is impossible for us to entirely mitigate this risk. A security breach, including physical or electronic break-ins, computer viruses, attacks by hackers and similar breaches, or other significant disruption involving our IT networks and related systems (or that of our third-party vendors) could: • • • • • • • disrupt the proper functioning of our networks and systems and therefore our operations, possibly for an extended period of time; result in misstated financial reports, violations of loan covenants, and/or missed reporting deadlines; result in our inability to properly monitor our compliance with regulations regarding our qualification as a REIT; result in the unauthorized access to, and destruction, loss, theft, misappropriation, or release of proprietary, confidential, sensitive, or otherwise valuable information of ours or others, which others could use to compete against us or for disruptive, destructive, or otherwise harmful purposes; require management attention and resources to remedy any resulting damages; subject us to liability claims or regulatory penalties; or damage our reputation among our tenants and investors generally. Any of the foregoing could have a materially adverse effect on our business, financial condition, and results of operations. Unfavorable resolution of pending and future litigation, regulatory proceedings, or governmental inquiries could have a material adverse effect on our and our tenants' business, results of operations, financial condition, and reputation. From time-to-time, we or our tenants may be involved in litigation, regulatory proceedings and other governmental inquiries. In particular, recent media and political focus on private investments in healthcare has led to heightened regulatory focus in this area, including Congressional efforts to increase federal oversight over healthcare facilities and an increase in SEC enforcement activity and government investigations relating to certain of our assets and tenants. An unfavorable resolution of pending or future litigation, regulatory proceedings, governmental inquiries, or other claims could have a material adverse effect on our and our tenants’ business, results of operations and financial condition. Regardless of outcome, any litigation, regulatory proceeding or governmental inquiry, and related adverse publicity, may result in substantial costs and expenses, significantly divert the attention of management, and materially damage our reputation. An unfavorable outcome may result in our having to pay significant fines, judgments, or settlements, which, if not indemnifiable by our tenants, or if uninsured, or if exceeding insurance coverage, could adversely impact our financial condition, cash flows, results of operations, and the trading price of our common stock. Changes in accounting pronouncements could adversely affect us and the reported financial performance of our tenants. Uncertainties posed by various initiatives of accounting standard-setting by the Financial Accounting Standards Board (“FASB”) and the SEC, which create and interpret applicable accounting standards for U.S. companies, may change the financial accounting and reporting standards or their interpretation and application of these standards that govern the preparation of our financial statements. These changes could have a material impact on our reported financial condition and results of operations. In some cases, we could be required to apply a new or revised standard retroactively, resulting in potentially material restatements of prior period financial statements. Similarly, these changes could have a material impact on our tenants’/borrowers’ reported financial condition or results of operations or could affect our tenants’ preferences regarding leasing real estate. TAX RISKS Loss of our tax status as a REIT would have significant adverse consequences to us and the value of our common stock. We believe that we qualify as a REIT for U.S. federal income tax purposes as of December 31, 2023. In addition, we own a direct interest in two subsidiary REITs that have elected to be taxed as a REIT for U.S. federal income tax purposes commencing with the 2019 and 2022 tax years, respectively. The REIT qualification requirements are extremely complex, and interpretations of the U.S. federal income tax laws governing qualification as a REIT are limited. Accordingly, there is no assurance that we will be successful in operating so as to qualify as a REIT. At any time, new laws, regulations, interpretations, or court decisions may change the U.S. federal or state tax laws relating to, or the U.S. federal or state income tax consequences of, qualification as a REIT. It is possible that future economic, market, legal, tax, or other considerations may cause our Board to revoke the REIT election, which it may do without stockholder approval. 36 If we lose or revoke our REIT status (currently or with respect to any tax years for which the statute of limitations has not yet expired), we will face serious tax consequences that will substantially reduce the funds available for distribution because we would not be allowed a deduction for distributions to stockholders in computing our taxable income; therefore, we would be subject to U.S. 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 increased state and local taxes. 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. Separately, as of July 1, 2023, the majority of our real estate operations in the U.K. operate as a U.K. REIT and generally are subject only to a withholding tax on earnings upon distribution out of the U.K. REIT. If we were to fail the requirements of a U.K. REIT, the related U.K. operations would be subject to higher tax rates like non-REITs. As a result of all these factors, a loss or revocation of our REIT status could have a material adverse effect on our financial condition and results of operations and would adversely affect the value of our common stock. Failure to make required distributions as a REIT would subject us to tax. In order to qualify as a U.S. REIT, each year we must distribute to our stockholders at least 90% of our REIT taxable income, excluding net capital gains. To the extent that we satisfy the distribution requirement, but distribute less than 100% of our taxable income, we will be subject to U.S. federal corporate income tax on our undistributed income. In addition, we will incur a 4% nondeductible excise tax on the amount, if any, by which our distributions in any year are less than the sum of (1) 85% of our ordinary income for that year; (2) 95% of our capital gain net income for that year; and (3) 100% of our undistributed taxable income from prior years. We may be required to make distributions to stockholders at disadvantageous times or when we do not have funds readily available for distribution. Differences in timing between the recognition of income and the related cash receipts or the effect of required debt amortization payments could require us to borrow money or sell assets to pay out enough of our taxable income to satisfy the distribution requirement and to avoid corporate income tax and the 4% excise tax in a particular year. In the future, we may borrow to pay distributions to our stockholders. Any funds that we borrow would subject us to interest rate and other market risks. Complying with REIT requirements may cause us to forego otherwise attractive opportunities. To qualify as a REIT for U.S. federal income tax purposes, we must continually satisfy tests concerning, among other things, the sources of our income, the nature and diversification of our assets, the amounts we distribute to our stockholders, and the ownership of our stock. In order to meet these tests, we may be required to forego attractive business or investment opportunities. Currently, no more than 20% of the value of our assets may consist of securities of one or more TRS and no more than 25% of the value of our assets may consist of securities that are not qualifying assets under the test requiring that 75% of a REIT’s assets consist of real estate and other related assets. In addition, at least 95% of our gross income in any year must be derived from qualifying sources and at least 75% of our gross income must be generated from either rents from real estate or interest on loans secured by real estate (i.e. mortgage loans). Further, a TRS may not directly or indirectly operate or manage a healthcare facility. Compliance with current and future changes to REIT requirements may limit our flexibility in executing our business plan. A significant portion of our U.K. properties were restructured into a U.K. REIT as of July 1, 2023. Similar to the U.S. REIT qualification requirements, we must satisfy tests concerning, among other things, the sources of our U.K. income, the nature and diversification of our U.K. assets, the amounts we distribute to the shareholders of the U.K. REIT, and the ownership of the U.K. REIT shares. In order to meet these tests, we may be required to forego attractive business or investment opportunities. If certain sale-leaseback transactions are not characterized by the Internal Revenue Service (“IRS”) or similar tax authorities internationally as “true leases,” we may be subject to adverse tax consequences. We have purchased certain properties and leased them back to the sellers of such properties. We intend for any such sale- leaseback transactions to be structured in a manner that the lease will be characterized as a “true lease,” thereby allowing us to be treated as the owner of the property for U.S. federal income tax purposes. However, depending on the terms of any specific transaction, taxing authorities might take the position that the transaction is not a “true lease”. In the event any sale-leaseback transaction is challenged and successfully re-characterized, we might not be able to deduct depreciation expense on the real estate, resulting in potential higher income taxes. Transactions with TRSs may be subject to excise tax. We have historically entered into leases and other transactions with our TRS and its subsidiaries and expect to continue to do so in the future. Under applicable rules, transactions such as leases between our TRS and its parent REIT that are not conducted on a 37 market terms basis may be subject to a 100% excise tax. While we believe that all of our transactions with our TRS are at arm’s length, imposition of a 100% excise tax could have a material adverse effect on our financial condition and results of operations. Loans to our tenants could be characterized as equity, in which case our income from that tenant might not be qualifying income under the REIT rules and we could lose our REIT status. Our TRS may make loans to tenants of our facilities to acquire operations or for working capital purposes. The IRS may take the position that certain loans to tenants should be treated as equity interests rather than debt, and that our interest income from such tenant should not be treated as qualifying income for purposes of the REIT gross income tests. If the IRS were to successfully treat a loan to a particular tenant as an equity interest, the tenant would be a “related party tenant” with respect to our company and the rent that we receive from the tenant would not be qualifying income for purposes of the REIT gross income tests. As a result, we could be in jeopardy of failing the 75% income test discussed above, which if we did would cause us to lose our REIT status. In addition, if the IRS were to successfully treat a particular loan as interests held by our operating partnership rather than by our TRS, we could fail the 5% asset test, and if the IRS further successfully treated the loan as other than straight debt, we could fail the 10% asset test with respect to such interest. As a result of the failure of either test, we could lose our REIT status, which would subject us to corporate level income tax and adversely affect our ability to service our debt and make distributions to our stockholders. Certain transfers may generate prohibited transaction income, resulting in a penalty tax on gain attributable to the transaction. From time-to-time, we may transfer or otherwise dispose of some of our properties, including by contributing properties as part of joint venture investments. Under the Code, any gain resulting from transfers of properties we hold as inventory or primarily for sale to customers in the ordinary course of business is treated as income from a prohibited transaction subject to a 100% penalty tax. We do not believe that our transfers or disposals of property or our contributions of properties into joint venture investments are prohibited transactions. However, whether property is held for investment purposes is a question of fact that depends on all the facts and circumstances surrounding the particular transaction. The IRS may contend that these types of transfers or dispositions are prohibited transactions. While we believe that the IRS would not prevail in any such dispute, if the IRS were to argue successfully that a transfer, disposition, or contribution of property constituted a prohibited transaction, we would be required to pay a 100% penalty tax on any gain allocable to us from the prohibited transaction. In addition, income from a prohibited transaction might adversely affect our ability to satisfy the income tests for qualification as a REIT. Changes in U.S. or foreign tax laws, regulations, including changes to tax rates, may adversely affect our results of operations. We are headquartered in the U.S. with subsidiaries and investments globally and are subject to income taxes in these jurisdictions. Significant judgment is required in determining our provision for income taxes. Although we believe that we have adequately assessed and accounted for our potential tax liabilities, and that our tax estimates are reasonable, there can be no assurance that additional taxes will not be due upon audit of our tax returns or as a result of changes to applicable tax laws. The U.S. government, as well as the governments of many of the locations in which we operate (such as Germany, the U.K., Colombia, Portugal, Spain, Finland, and Luxembourg, which is where most of our Europe entities are domiciled) are actively discussing changes to corporate taxation. Our future tax expense could be adversely affected by these changes in tax laws or their interpretation, both domestically and internationally. Potential tax reforms being considered by many countries include changes that could impact, among other things, global tax reporting, intercompany transfer pricing arrangements, the definition of taxable permanent establishments, and other legal or financial arrangements. The nature and timing of any changes to each jurisdiction’s tax laws and the impact on our future tax exposure both in the U.S. and abroad cannot be predicted with any accuracy but could materially and adversely impact our results of operations and cash flows. ITEM 1B. Unresolved Staff Comments The Company from time to time receives written comments from the staff (the “Staff”) of the SEC's Division of Corporation Finance regarding the Company’s periodic or current reports under the Securities Exchange Act of 1934, as amended. On July 3, 2023, we received a comment letter from the Staff requesting that we amend our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 to include the audited financial statements of Steward as of and for the year ended December 31, 2022. On July 18, 2023, we responded to the comment letter and confirmed our intention to file such audited financial statements of Steward via Form 10-K/A promptly upon our receipt of the same from Steward. We reiterated our commitment to file such Steward financial statements in responses to further Staff comment letters received in November 2023 and January 2024. As of the date of this annual report, however, we have not received from Steward its audited financial statements as of and for the year ended December 31, 2022, despite repeated requests by the Company pursuant to the terms of the Company’s leases with Steward. In our responses to the Staff, the Company respectfully noted that Steward is an independent third party that the Company does not control, and that there are no Board member, officer, or employee overlaps between the Company and Steward that could 38 help facilitate the provision of the audited financial statements of Steward. Furthermore, we noted that the Company’s maximum equity investment in Steward is limited to a passive 9.9% interest under applicable tax law. As a result, we respectfully advised the Staff that the Company does not have the means to unilaterally compel the timely completion and delivery of Steward’s audited financial statements for filing with the SEC. As a private non-reporting and non-listed company, Steward is not otherwise required by law to produce audited financial statements for public release. In its most recent response to the Staff on February 8, 2024, the Company nevertheless reaffirmed its commitment to file Steward’s audited financial statements for the year ended December 31, 2022, via Form 10-K/A promptly upon receipt. ITEM 1C. Cybersecurity Cyber Risk Management and Strategy We have developed, implemented, and continue to maintain processes and procedures to identify and mitigate cybersecurity risks across our company (including our offices in Europe). Because we rely on various information technology systems and software programs to operate our business, we have an extensive cybersecurity program designed to protect our properties and confidential data. Our cybersecurity risk management and strategy program includes the following: • • • • • • • • • • • implementing the latest software releases and tools (including multi-factor authentication) in a timely manner; seek to minimize the amount of personal information collected and stored about our employees and seek to avoid any collection and storage of non-financial or contact information from our tenants/borrowers; constant security monitoring of computers, networks, and cloud-based information assets to detect and respond to cybersecurity risks and threats; third party internal and external vulnerability assessments and penetration testing; annual review and audit of cyber controls and procedures; periodic review of cybersecurity procedures and implementation of new procedures as necessary to adhere to cybersecurity standards set forth by the National Institute of Standards and Technology; periodic evaluation and review of cybersecurity risks associated with our use of key third-party business partners, vendors, and service providers. Because we do not control the systems or cybersecurity plans put in place by such third parties, and we may have limited contractual protections with such parties, we may be negatively impacted as a result of threats or incidents experienced by such third parties; security awareness training provided during employee onboarding process and successful completion required at least annually for all employees with passing requirements; employee anti-phishing campaigns performed at least quarterly; a cybersecurity incident response plan, which is reviewed annually, but generally consists of a coordinated approach to investigating, containing, documenting, and reporting findings and keeping management and others informed and involved as appropriate; and a cybersecurity risk insurance policy. We have not identified any known cybersecurity threats or incidents within the prior year that have materially affected or are reasonably likely to materially affect us, including our overall business strategy, results of operations, or financial condition. Although we have taken steps to protect the security of our information systems and the data maintained in those systems, there is no guarantee the measures and security we have implemented will be successful in detecting and preventing a cybersecurity incident. Please refer to Item 1A of this Annual Report on Form 10-K for more information regarding additional risks related to cybersecurity and information technology. Cyber Governance Cybersecurity holds a pivotal role in our comprehensive risk management processes and is a key focus for both our Board and management. Our management has primary responsibility for identifying, assessing, and managing our exposure to cybersecurity threats and incidents. However, the Board, led by members of the Risk Committee, oversees the enterprise risk management process, specifically addressing material risks stemming from cybersecurity threats. 39 The Board receives regular updates from the Computer Security Incident Response Team (“CSIRT”) to provide insight into significant cybersecurity risks, potential impacts on business operations, and management's strategies for identifying, monitoring, and mitigating these risks. This includes sharing results from assessments or audits of relevant processes. Led by our Director of Information Technology and Security (“Director of IT”) with over 40 years of experience in Information Technology, our CSIRT, comprising cross-functional professionals, collaborates to execute our cybersecurity risk assessment and management processes by reviewing and assessing cybersecurity initiatives, including the incident response plan, cybersecurity compliance, training, and overall risk management efforts. The collaborative efforts of the Board and our skilled CSIRT team underscore our commitment to effectively addressing and mitigating cybersecurity risks within the organization. 40 ITEM 2. Properties At December 31, 2023, our portfolio (including properties in our five real estate joint ventures) consisted of 439 properties (including properties under construction or in the form of a first lien mortgage loan) operated by 54 different operators. Our vacant facilities represent less than 0.3% of total assets at December 31, 2023. Total Properties Total 2023 Revenues(A) Total Assets(B) (Dollars in thousands) United States: Alabama Arizona Arkansas California Colorado Connecticut Florida Idaho Indiana Iowa Kansas Kentucky Louisiana Massachusetts Michigan Missouri Montana New Jersey New Mexico North Carolina Ohio Oklahoma Oregon Pennsylvania South Carolina Texas Utah Virginia Washington Wisconsin Wyoming Other assets Total United States International: Australia Colombia Germany Italy Portugal Spain Switzerland United Kingdom Finland Other assets Total International Total 2 18 2 19 14 3 9 6 5 1 9 1 6 10 2 4 1 6 2 1 9 2 1 9 8 51 7 2 2 1 3 — 216 $ $ — $ 4 85 8 2 9 19 92 4 — 223 439 $ $ 791 2,131 10,146 102,224 18,544 28,508 35,688 34,423 6,930 5,307 20,712 (5,093) (33) (99,548) 2,178 17,350 1,915 35,515 5,187 3,114 20,411 7,495 12,381 44,418 15,714 30,326 30,329 2,863 4,187 3,476 9,740 — 407,329 29,707 17,913 37,955 — 3,410 8,349 3,117 352,594 11,425 — 464,470 871,799 $ $ $ $ $ 6,684 547,789 78,146 1,252,674 159,292 354,141 1,348,210 265,368 63,116 48,592 204,972 (C) 72,946 128,233 732,550 (F) 20,493 125,633 18,696 263,870 48,463 31,849 349,141 72,377 86,634 470,562 136,264 1,891,482 (D) 824,048 19,418 37,536 22,281 93,649 1,397,170 11,172,279 — 178,309 734,630 (F) 80,562 (F) 50,151 252,529 (E)(F) 735,891 (F) 4,261,944 218,322 620,227 7,132,565 18,304,844 41 (A) Total 2023 revenues include approximately $459 million of reserves for billed rent, straight-line rent, and interest and other income, primarily related to Steward. See Note 3 to Item 8 of this Annual Report on Form 10-K. (B) Represents total assets at December 31, 2023. (C) (D) (E) (F) Includes one facility that was vacant at December 31, 2023. Includes development projects still under construction and facilities that were vacant at December 31, 2023. Includes development projects still under construction at December 31, 2023. For Germany, the U.S., Switzerland, Spain, and Italy, we own properties through five real estate joint venture arrangements. The table below shows revenues earned from our joint venture arrangements: Total Properties Total 2023 Revenues Germany U.S. Switzerland Spain Italy Total $ (Dollars in thousands) 71 8 19 2 8 108 $ 64,578 41,217 48,606 7,033 9,218 170,652 A breakout of our facilities at December 31, 2023 based on property type is as follows: General acute care hospitals Behavioral health facilities IRFs LTACHs FSERs Number of Properties 192 70 114 20 43 439 Total Square Footage 35,112,270 3,272,782 12,954,523 1,174,007 407,936 52,921,518 Total Licensed Beds(A) 20,758 4,479 16,611 939 — 42,787 (A) Excludes our facilities that are under development. The following table shows lease and loan expirations, assuming that none of the tenants/borrowers exercise any of their renewal options (dollars in thousands): Total Lease and Loan Portfolio(1) 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 Thereafter Total Total Leases/ Loans(2) Annualized Base Rent/ Interest(3) % of Total Annualized Base Rent/ Interest — $ 7 4 1 8 6 11 4 41 8 336 426 $ — 19,961 2,274 3,476 19,968 15,163 6,454 4,789 68,677 11,991 1,147,291 1,300,044 — 1.5% 0.2% 0.3% 1.5% 1.2% 0.5% 0.4% 5.3% 0.9% 88.2% 100.0% Total Square Footage — 1,371,928 332,221 102,948 2,281,409 734,452 220,258 172,655 1,291,879 230,296 45,353,110 52,091,156 Total Licensed Beds — 778 238 13 548 527 59 89 804 142 39,438 42,636 Schedule includes leases and mortgage loans and related terms as of December 31, 2023. (1) (2) Reflects all properties, including properties owned through our real estate joint ventures, except vacant properties and facilities that are under development. 42 (3) The December 2023 base rent and mortgage loan interest per the lease/loan agreements are annualized. This does not include tenant recoveries, additional rents, and other lease/loan-related adjustments to revenue (i.e., straight-line rents, deferred revenues, or reserves/write-offs). ITEM 3. Legal Proceedings In 2023, we became party to various lawsuits as further described in Note 8 to the consolidated financial statements in Item 8 to this Annual Report on Form 10-K. We have not recorded a liability related to these lawsuits because, at this time, we are unable to determine whether an unfavorable outcome is possible or to estimate reasonably possible losses. In addition to the foregoing, we are currently and have in the past been subject to various legal proceedings and regulatory actions in connection with our business. We believe that the resolution of any current pending legal or regulatory matters will not have a material adverse effect on our business, financial condition, results of operations, or cash flows. Nonetheless, we cannot predict the outcome of these proceedings, as legal and regulatory matters are subject to inherent uncertainties, and there exists the possibility that the ultimate resolution of such matters could have a material adverse effect on our financial condition, cash flows, results of operations, and the trading price of our common stock. ITEM 4. Mine Safety Disclosures None. PART II ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities (a) Our common stock is traded on the New York Stock Exchange under the symbol “MPW.” The following table sets forth the high and low sales prices for the common stock for the periods indicated, as reported by the New York Stock Exchange Composite Tape, and the dividends per share declared by us with respect to each such period. Year Ended December 31, 2023 First Quarter Second Quarter Third Quarter Fourth Quarter Year Ended December 31, 2022 First Quarter Second Quarter Third Quarter Fourth Quarter High Low Dividends $ $ 14.00 9.41 10.74 5.77 24.13 21.55 17.36 13.33 $ $ 7.10 7.20 4.97 4.04 19.51 14.10 11.35 9.90 $ $ 0.29 0.29 0.15 0.15 0.29 0.29 0.29 0.29 On February 16, 2024, the closing price for our common stock, as reported on the New York Stock Exchange, was $3.56 per share. As of February 16, 2024, there were 46 holders of record of our common stock. This figure does not reflect the beneficial ownership of shares held in nominee name. (b) Not applicable. (c) Stock repurchases: 43 The table below summarizes repurchases of our common stock made during the quarter ended December 31, 2023: Period October 1-October 31, 2023 November 1-November 30, 2023 December 1-December 31, 2023 Total Total number of shares purchased(1) (in thousands) Average price per share 370 — — 370 $ $ 5.38 — — 5.38 Total number of shares purchased as part of publicly announced programs(2) (in thousands) Approximate dollar value of shares that may yet be purchased under the plans or programs (in thousands) — — — — $ — (1) The number of shares purchased consists of shares of common stock tendered by employees to satisfy the employees' tax withholding obligations arising as a result of vesting of restricted stock awards under the 2019 Equity Incentive Plan (the "Equity Incentive Plan"), which shares were purchased based on their fair market value on the vesting date. (2) On October 9, 2022, the Board of the Company authorized a stock repurchase program (the "Stock Repurchase Program") for up to $500 million of common stock, par value $0.001 per share. No shares were repurchased under this plan during 2023. The repurchase authorization expired on October 10, 2023. 44 The following graph provides a comparison of cumulative total stockholder returns for the period from December 31, 2018 through December 31, 2023, among us, the S&P 500 Index, MSCI U.S. REIT Index, and Dow Jones U.S. Real Estate Health Care Index. The stock performance graph assumes an investment of $100 in us and the three indices, and the reinvestment of dividends. The historical information below is not indicative of future performance. Index Medical Properties Trust, Inc. S&P 500 Index MSCI U.S. REIT Index Dow Jones U.S. Real Estate Health Care Index 12/31/2018 100.00 100.00 100.00 100.00 12/31/2019 138.53 131.49 125.84 121.48 12/31/2020 151.07 155.68 116.31 109.58 12/31/2021 172.61 200.37 166.39 127.37 12/31/2022 88.02 164.08 125.61 99.53 12/31/2023 43.81 207.21 142.87 113.33 Period Ending The graph and accompanying text shall not be deemed incorporated by reference by any general statement incorporating by reference this Annual Report on Form 10-K into any filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended. ITEM 6. Reserved. 45 ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Unless otherwise indicated, references to “our,” “we,” and “us” in this management’s discussion and analysis of financial condition and results of operations refer to Medical Properties Trust, Inc. and its consolidated subsidiaries, including MPT Operating Partnership, L.P. Overview We are a self-advised healthcare REIT that was incorporated in Maryland on August 27, 2003, primarily for the purpose of investing in and owning healthcare facilities to be leased to healthcare operators under long-term net leases. We may also make mortgage loans to healthcare operators that are collateralized by the underlying real estate. We conduct our business operations in one segment. We currently have healthcare investments in the U.S., Europe, and South America. Our existing tenants are, and our prospective tenants will generally be, healthcare operating companies and other healthcare providers that use substantial real estate assets in their operations. We offer financing to these operators through 100% lease and mortgage financing and generally seek lease and loan terms on a long-term basis (typically at least 15 years) with a series of shorter renewal terms, generally in five year increments, at the option of our tenants and borrowers. We also have included and intend to include in our lease and loan agreements annual contractual minimum rate increases. Our existing portfolio’s minimum escalators are typically 2.0%. In addition, most of our leases and loans include rate increases based on the general rate of inflation (based on CPI or similar indices) if greater than the minimum contractual increases. Beyond rent or mortgage interest, our leases and loans typically require our tenants to pay all operating costs and expenses associated with the facility. Finally, from time-to-time, we may make noncontrolling investments in our tenants, typically in conjunction with larger real estate transactions with the tenant, that give us a right to share in such tenant’s profits and losses and provide for certain minority rights and protections. We may make other loans to certain of our operators through our TRSs, which the operators use for working capital. Although it represents approximately 1.6% of our total assets at December 31, 2023, we consider our lending business an important element of our overall business strategy for two primary reasons: (1) it provides opportunities to make income-earning investments that could yield attractive risk-adjusted returns in an industry in which our management has expertise, and (2) by making debt capital available to certain qualified operators, we believe we create a competitive advantage for our company over other buyers of, and financing sources for, healthcare facilities. At December 31, 2023, our portfolio (including real estate assets in joint ventures) consisted of 439 properties, of which 434 properties are leased or loaned to 54 operators, including facilities under development or in the form of mortgage loans. The information set forth in this Item 7 is intended to provide readers with an understanding of our financial condition, changes in financial condition, and results of operations. This section generally discusses the results of our operations for the year ended December 31, 2023 compared to the year ended December 31, 2022. For a discussion of the year ended December 31, 2022 compared to the year ended December 31, 2021, please refer to Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 1, 2023. 46 Selected Financial Data The following sets forth selected consolidated financial and operating data. You should read the following selected financial data in conjunction with the consolidated financial statements and notes thereto of each of Medical Properties Trust, Inc. and MPT Operating Partnership, L.P. and their respective subsidiaries included in Item 8 to this Annual Report on Form 10-K. OPERATING DATA Total revenues Expenses: Interest Real estate depreciation and amortization Property-related General and administrative Total expenses Other (expense) income: (Loss) gain on sale of real estate Real estate and other impairment charges, net Earnings from equity interests Debt refinancing and unutilized financing benefit (costs) Other (including fair value adjustments on securities) Income tax benefit (expense) Net (loss) income Net income attributable to non-controlling interests Net (loss) income attributable to MPT common stockholders Net (loss) income attributable to MPT common stockholders per diluted share Weighted-average shares outstanding — diluted OTHER DATA Dividends declared per common share FFO(1) Normalized FFO(1) Normalized FFO per share(1) Cash paid for acquisitions and other related investments BALANCE SHEET DATA Real estate assets — at cost Real estate accumulated depreciation/amortization Cash and cash equivalents Investments in unconsolidated real estate joint ventures Investments in unconsolidated operating entities Other loans Other Total assets Debt, net Other liabilities Total Medical Properties Trust, Inc. stockholders’ equity Non-controlling interests Total equity Total liabilities and equity For the Years Ended December 31, 2023 2022 (In thousands except per share data) $ 871,799 $ 1,542,851 $ $ $ $ $ $ $ 411,171 603,360 41,567 145,588 1,201,686 (1,815) (376,907) 13,967 285 7,586 130,679 (556,092) (384) (556,476) (0.93) 598,518 0.88 287,793 951,066 1.59 212,287 $ $ $ $ $ $ $ 359,036 332,977 45,697 160,494 898,204 536,755 (268,375) 40,800 (9,452) 15,344 (55,900) 903,819 (1,222) 902,597 1.50 598,837 1.16 934,312 1,087,603 1.82 1,332,962 December 31, 2023 2022 (In thousands) $ $ $ $ 14,778,132 (1,407,971) 250,016 1,474,455 1,778,640 292,615 1,138,957 18,304,844 10,064,236 606,743 7,631,600 2,265 7,633,865 18,304,844 $ $ $ $ 15,917,839 (1,193,312) 235,668 1,497,903 1,444,872 227,839 1,527,191 19,658,000 10,268,412 795,181 8,592,838 1,569 8,594,407 19,658,000 (1) See section titled “Non-GAAP Financial Measures” for an explanation of why these non-GAAP financial measures are useful along with a reconciliation to our GAAP earnings. 47 2023 Highlights In 2023, economic uncertainty, high interest rates, and inflationary pressures affected our business (and that of some of our tenants) and caused us to look at several initiatives to improve cash flows, reduce costs, and secure the value of our non-performing assets. Due to operational and liquidity challenges (as discussed previously above in "Significant Tenants" and in Note 3 to Item 8 of this Annual Report on Form 10-K), we recorded an approximate $700 million charge related to our investments in Steward and moved to the cash basis of accounting at December 31, 2023. In 2023, we completed strategic property sales, highlighted by the sale of our 11 Australia properties for A$1.2 billion. We used the proceeds from this sale to partially paydown our A$1.2 billion Australian term loan as well as our revolving credit facility. In regard to cost reduction, we implemented a REIT tax structure in the U.K. in the second quarter of 2023 that we expect will result in quarterly tax savings. In addition, we reduced our dividend from $0.29 per share per quarter to $0.15 starting with our dividend declared in the 2023 third quarter, which equates to annual cash savings of approximately $330 million. To help secure the value of our $1.7 billion investment in Prospect, we agreed to a restructuring, that included a new $700 million investment in PHP Holdings at December 31, 2023 (see Note 3 to Item 8 of this Annual Report on Form 10-K for more information on this transaction). A summary of additional 2023 activity is as follows: • Reserved approximately $95 million of billed rent/interest receivables and straight-line rent receivables associated with two other domestic tenants and a loan to our international joint venture and began applying cash basis accounting on these investments; • Received approximately $205 million from Lifepoint to pay off our initial acquisition loan, plus accrued interest, as part of their acquisition of a majority ownership interest in Springstone (now Lifepoint Behavioral); • Sold three facilities to Prime Healthcare Services, Inc. ("Prime") for approximately $100 million; • CHIC acquired the Utah hospital operations of five general acute care facilities previously operated by Steward, and we received $100 million from Steward as a result of this transaction (see Note 3 to Item 8 of this Annual Report on Form 10- K for further details); • Received CHF 60 million from the payoff of a loan by Infracore SA ("Infracore"); • Paid off our £400 million 2.550% Senior Unsecured Notes due 2023 (of which £50 million was purchased before the maturity date at a discounted price); • Acquired three inpatient rehabilitation facilities for a total of €70 million that are leased to MEDIAN and five behavioral health hospitals for £44 million that are leased to Priory; • Completed two developments for approximately $70 million that are leased to Ernest Health, Inc. (“Ernest”); and • Selected as one of Modern Healthcare's Best Places to Work in healthcare in 2023, for the third consecutive year; Subsequent to December 31, 2023, the following activity took place: • • • Selected as one of Newsweek's Most Responsible Companies in 2024; In the first quarter of 2024, we sold our interest in the Priory syndicated term loan for aggregate proceeds of £90 million; and Entered into definitive agreements to sell five properties leased to Prime for net proceeds of approximately $250 million and a $100 million mortgage loan to be repaid in approximately nine months. See Note 13 to Item 8 of this Annual Report on Form 10-K for further details of our subsequent events. 2022 Highlights In 2022, the value of our well-underwritten hospital investments was confirmed through strategic property sales that generated gains over $535 million and cash proceeds of approximately $2.2 billion. These sales were highlighted by the previously described partnership with MAM in which we sold the real estate of eight Massachusetts-based general acute care hospitals with a fair value of approximately $1.7 billion, using proceeds to pay off an interim credit facility. Despite the economic uncertainty, high interest rates, and inflationary pressures that were prevalent throughout most of 2022, we invested approximately $1 billion in hospital real estate, including expanding our footprint in Europe with our investment in four facilities in Finland. We also increased our availability and extended and improved pricing on our revolving credit and term loan facility in 2022. In addition, we initiated a stock repurchase 48 program, through which we repurchased 1.6 million shares of common stock for $17.9 million through December 31, 2022. Lastly, we increased our dividend to $0.29 per share per quarter in 2022, which was the 8th consecutive year for such an increase. A summary of additional 2022 activity is as follows: • Acquired an additional six behavioral health facilities in the UK for approximately £233 million that are leased to Priory; • Funded £96.5 million towards a £100 million participation in a syndicated term loan originated on behalf of Priory; • Completed the Bakersfield development for $47 million and commenced development of five additional facilities, including three in Spain; • Re-tenanted our Watsonville facility, after the previous tenant filed for bankruptcy, and recovered $32 million on a working capital loan that was previously reserved; • Acquired six general acute care facilities, three located throughout Spain, two in the U.S., and one in Colombia, for approximately $135 million that are leased to three different operators; • Selected as one of Modern Healthcare's Best Places to Work in healthcare in 2022; • Achieved internal growth by approximately $30 million from increases in CPI above the contractual minimum escalations in our leases and loans; and • Recorded a $283 million impairment charge related to our tenant, Prospect, including $171 million impairment on the Pennsylvania real estate and a $112 million reserve on non-cash rent. In addition, we began recording rent on our Prospect leases on a cash only basis as of December 31, 2022. Critical Accounting Estimates In order to prepare financial statements in conformity with generally accepted accounting principles (“GAAP”) in the U.S., we must make estimates about certain types of transactions and account balances. We believe that our estimates of the amount and timing of credit losses, fair value adjustments (either as part of a purchase price allocation, recurring accounting for those investments that we have selected under the fair value option method, or impairment analyses), and periodic depreciation of our real estate assets, along with our assessment as to whether investments we make in certain businesses/entities should be consolidated with our results, have significant effects on our financial statements. Each of these items involves estimates that require us to make subjective judgments. We rely on our experience, collect historical and current market data, and develop relevant assumptions to arrive at what we believe to be reasonable estimates. Under different conditions or assumptions, materially different amounts could be reported related to the critical accounting policies described below. In addition, application of these critical accounting policies involves the exercise of judgment on the use of assumptions as to future uncertainties (such as uncertainties caused by the COVID-19 pandemic) and, as a result, actual results could materially differ from these estimates. See Note 2 to Item 8 of this Annual Report on Form 10-K for more information regarding our accounting policies and recent accounting developments. Our accounting estimates include the following: Credit Losses: Losses from Rent Receivables: For our leases, we review tenant provided financial data and monitor the performance of our tenants in areas generally consisting of: admission levels and surgery/procedure volumes by type; current operating margins; ratio of our tenant's operating margins both to facility rent and to facility rent plus other fixed costs; trends in revenue, cash collections, patient mix; and the effect of evolving healthcare regulations, adverse economic and political conditions, such as rising inflation and interest rates, and other events ongoing on a tenant's profitability and liquidity. Losses from Operating Lease Receivables: We utilize the information above along with the tenant's payment and default history in evaluating (on a property-by-property basis) whether or not a provision for losses on outstanding billed rent and/or straight-line rent receivables is needed. A provision for losses on rent receivables (including straight-line rent receivables) is ultimately recorded when it becomes probable that the receivable will not be collected in full. The provision is an amount which reduces the receivable to its estimated net realizable value based on a determination of the eventual amounts to be collected either from the debtor or from existing collateral, if any. Losses on Financing Lease Receivables: We apply a forward-looking “expected credit loss” model to all of our financing receivables, including financing leases and loans. To do this, we have grouped our financial instruments into two primary pools of similar credit risk: secured and unsecured. The secured instruments include our investments in financing receivables as all are secured by the underlying real estate, among other collateral. Within the two primary pools, we further grouped our instruments into sub-pools based on several tenant/borrower characteristics, including years of experience in the healthcare industry and in a particular market or region and overall capitalization. We then determined a credit loss percentage per pool based on our history over a period of time that closely matches the remaining terms of the financial instruments being 49 analyzed and adjusted as needed for current trends or unusual circumstances. We have applied these credit loss percentages to the book value of the related instruments to establish a credit loss reserve on our financing lease receivables and such credit loss reserve (including the underlying assumptions) is reviewed and adjusted quarterly. If a financing receivable is underperforming and is deemed uncollectible based on the lessee’s overall financial condition, we will adjust the credit loss reserve based on the fair value of the underlying collateral. We exclude interest receivables from the credit loss reserve model. Instead, such receivables are impaired and an allowance recorded when it is deemed probable that we will be unable to collect all amounts due. Like operating lease receivables, the need for an allowance is based upon our assessment of the lessee’s overall financial condition, economic resources and payment record, the prospects for support from any financially responsible guarantors, and, if appropriate, the realizable value of any collateral. Financing leases are placed on non-accrual status when we determine that the collectability of contractual amounts is not reasonably assured. If on non-accrual status, we generally account for the financing lease on a cash basis, in which income is recognized only upon receipt of cash. Loans: Loans consist of mortgage loans, working capital loans, and other loans. Mortgage loans are collateralized by interests in real property. Working capital and other loans are generally collateralized by interests in receivables and corporate and individual guarantees. We record loans at cost. Like our financing lease receivables, we establish credit loss reserves on all outstanding loans based on historical credit losses of similar instruments. Such credit loss reserves, including the underlying assumptions, are reviewed and adjusted quarterly. If a loan’s performance worsens and foreclosure is deemed probable for our collateral-based loans (after considering the borrower’s overall financial condition as described above for leases), we will adjust the allowance for expected credit losses based on the current fair value of such collateral at the time the loan is deemed uncollectible. If the loan is not collateralized, the loan will be reserved for/written-off once it is determined that such loan is no longer collectible. Interest receivables on loans are excluded from the forward-looking credit loss reserve model; however, we assess their collectability similar to how we assess collectability for interest receivables on financing leases described above. Investments in Real Estate: We maintain our investments in real estate at cost, and we capitalize improvements and replacements when they extend the useful life or improve the efficiency of the asset. While our tenants are generally responsible for all operating costs at a facility, in the event we incur costs of repairs and maintenance, we expense those costs as incurred. We compute depreciation using the straight-line method over the weighted-average useful life of approximately 39.1 years for buildings and improvements. When circumstances indicate a possible impairment of the value of our real estate investments, we review the recoverability of the facility’s carrying value. The review of the recoverability is generally based on our estimate of the future undiscounted cash flows from the facility’s use and eventual disposition. Our forecast of these cash flows considers factors such as expected future operating income, market and other applicable trends, and residual value, as well as the effects of leasing demand, competition, and other factors. If impairment exists due to the inability to recover the carrying value of a facility on an undiscounted basis, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the facility. In making estimates of fair value for purposes of impairment assessments, we will look to a number of sources including independent appraisals, available broker data, or our internal data from recent transactions involving similar properties in similar markets. Given the highly specialized aspects of our properties, no assurance can be given that future impairment charges will not be taken. Acquired Real Estate Purchase Price Allocation: For properties acquired for operating leasing purposes, we currently account for such acquisitions based on asset acquisition accounting rules. Under this accounting method, we allocate the purchase price of acquired properties to net tangible and identified intangible assets acquired based on their relative fair values. In making estimates of fair value for purposes of allocating purchase prices of acquired real estate, we may utilize a number of sources, including available real estate broker data, independent appraisals that may be obtained in connection with the acquisition or financing of the respective property, internal data from previous acquisitions or developments, and other market data, including market comparables for significant assumptions such as market rental, capitalization, and discount rates. We also consider information obtained about each property as a result of our pre-acquisition due diligence, marketing, and leasing activities in estimating the fair value of the tangible and intangible assets acquired. We record above-market and below-market in-place lease values, if any, for the facilities we own which are based on the present value of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease. We amortize any resulting capitalized above-market lease values as a reduction of rental income over the lease term. We amortize any resulting capitalized below-market lease values as an increase to rental income over the lease term. Because our strategy to a large degree involves the origination and acquisition of long-term lease arrangements at market rates with independent parties, we do not expect the above-market or below-market in-place lease values to be significant for many of our transactions. 50 We measure the aggregate value of other lease intangible assets to be acquired based on the difference between (i) the property valued with new or in-place leases adjusted to market rental rates and (ii) the property valued as if vacant when acquired. Management’s estimates of value are made using methods similar to those used by independent appraisers (e.g., discounted cash flow analysis). Factors considered by management in our analysis include an estimate of carrying costs during hypothetical expected lease- up periods, considering current market conditions, and costs to execute similar leases. We also consider information obtained about each targeted facility as a result of our pre-acquisition due diligence, marketing, and leasing activities in estimating the fair value of the intangible assets acquired. In estimating carrying costs, management includes real estate taxes, insurance, and other operating expenses, and estimates of lost rentals at market rates during the expected lease-up periods, which we expect to be about six months (based on experience) but can be longer depending on specific local market conditions. Management also estimates costs to execute similar leases including leasing commissions, legal costs, and other related expenses to the extent that such costs are not already incurred in connection with a new lease origination. Other intangible assets acquired may include customer relationship intangible values, which are based on management’s evaluation of the specific characteristics of each prospective tenant’s lease and our overall relationship with that tenant. Characteristics to be considered by management in allocating these values include the nature and extent of our existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality, and expectations of lease renewals, including those existing under the terms of the lease agreement, among other factors. At December 31, 2023, we have not assigned any value to customer relationship intangibles. We amortize the value of lease intangibles to expense over the term of the respective leases, which have a weighted-average useful life of 28.0 years at December 31, 2023. If a lease is terminated early, the unamortized portion of the lease intangible is charged to expense, as was the case in 2023 with the Steward Utah Transaction as more fully described in Note 3 to Item 8 of this Annual Report on Form 10-K. Investments in Unconsolidated Entities: Investments in entities in which we have the ability to significantly influence (but not control) are accounted for by the equity method. This includes the five investments in unconsolidated real estate joint ventures at December 31, 2023. Under the equity method of accounting, our share of the investee’s earnings or losses are included in the “Earnings from equity interests” line of our consolidated statements of net income. Except for our joint ventures with Primotop and MAM (for which we handle the accounting of), we have elected to record our share of such investee’s earnings or losses on a lag basis (not to exceed three months). The initial carrying value of investments in unconsolidated entities is based on the amount paid to purchase the interest in the investee entity. Subsequently, our investments are increased/decreased by our share in the investees’ earnings/losses and decreased by cash distributions from our investees. To the extent that our cost basis is different from the basis reflected at the investee entity level, the basis difference is generally amortized over the lives of the related assets and liabilities, and such amortization is included in our share of equity in earnings of the investee. We evaluate our equity method investments for impairment based upon a comparison of the fair value of the equity method investment to its carrying value, when impairment indicators exist. If we determine a decline in the fair value of an investment in an unconsolidated investee entity below its carrying value is other-than-temporary, an impairment is recorded. Investments in entities in which we do not control nor do we have the ability to significantly influence and for which there is no readily determinable fair value (such as our investment in Steward) are accounted for at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions involving the investee. Cash distributions on these types of investments are recorded to either income upon receipt (if a return on investment) or as a reduction of our investment (if the distributions received are in excess of our share of the investee’s earnings). For similar investments but for which there are readily determinable fair values, such investments are measured at fair value, with unrealized gains and losses recorded in income. Fair Value Option Election: We elected to account for certain investments using the fair value option method, which means we mark these investments to fair market value on a recurring basis. At December 31, 2023, the amount of investments recorded using the fair value option were approximately $1.1 billion made up of loans and equity investments (see Note 10 to Item 8 of this Annual Report on Form 10-K for additional details). Our loans are recorded at fair value based on Level 2 or Level 3 inputs by discounting the estimated cash flows using the market rates which similar loans would be made to borrowers with similar credit ratings and the same remaining maturities. For our equity investments in PHP Holdings and the international joint venture, fair value is determined based on Level 3 inputs, by using a discounted cash flow model, which requires significant estimates of our investee such as projected revenue and expenses and appropriate consideration of the underlying risk profile of the forecasted assumptions associated with the investee. We classify our valuations of these investments as Level 3, as we use certain unobservable inputs to the valuation methodology that are significant to the fair value measurement, and the valuations require management judgment due to the absence of quoted market prices. For the cash flow models, our unobservable inputs include use of a discount rate (which is based on a weighted-average cost of capital) and an 51 adjustment for a marketability discount (“DLOM”). In regard to the underlying projections used in the discounted cash flow model, such projections are provided by the investees. However, we will modify such projections as needed based on our review and analysis of historical results, meetings with key members of management, and our understanding of trends and developments within the healthcare industry. The DLOM on our investment in PHP Holdings was approximately 8% at December 31, 2023. In arriving at the DLOM, we considered many qualitative factors including the percent of control, the nature of the underlying investee’s business along with our rights as an investor pursuant to the operating agreement, the size of investment, expected holding period, number of shareholders, access to the capital marketplace, etc. See Note 10 to Item 8 of this Annual Report on Form 10-K for additional details. Principles of Consolidation: Property holding entities and other subsidiaries of which we own 100% of the equity or have a controlling financial interest evidenced by ownership of a majority voting interest are consolidated. All inter-company balances and transactions are eliminated. For entities in which we own less than 100% of the equity interest, we consolidate the property if we have the direct or indirect ability to control the entity’s activities based upon the terms of the respective entity's ownership agreements. For these entities, we record a non-controlling interest representing equity held by non-controlling interests. We continually evaluate all of our transactions and investments to determine if they represent variable interests in a variable interest entity. If we determine that we have a variable interest in a variable interest entity, we then evaluate if we are the primary beneficiary of the variable interest entity. The evaluation is a qualitative assessment as to whether we have the ability to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance. We consolidate each variable interest entity in which we, by virtue of or transactions with our investments in the entity, are considered to be the primary beneficiary. At December 31, 2023 and 2022, we determined that we were not the primary beneficiary of any variable interest entity in which we hold a variable interest because we do not control the activities (such as the day-to-day operations) that most significantly impact the economic performance of these entities. Liquidity and Capital Resources Our typical sources of cash include our monthly rent and interest receipts, distributions from our real estate joint ventures, borrowings under our revolving credit facility, public issuances of debt and equity securities, and proceeds from bank debt, asset dispositions (either one-off or group asset sales through joint venture transactions), and principal payments on loans. Our primary uses of cash include dividend distributions, debt service (including principal and interest), new investments (including acquisitions, developments, or capital improvement projects), loan advances, property expenses, and general and administrative expenses. Absent our requirements to make distributions to maintain our REIT qualification (as described earlier and further described in Note 5 within Item 8 of this Annual Report on Form 10-K) and our current contractual commitments discussed later in this section, we do not have any material off-balance sheet arrangements that we expect would materially affect our liquidity and capital resources. See below for highlights of our sources and uses of cash for the past two years: 2023 Cash Flow Activity We generated cash of approximately $506 million from operating activities during 2023, primarily consisting of rent and interest from mortgage and other loans and distributions from our real estate joint ventures. We used these operating cash flows (along with cash on-hand and borrowings on our revolving credit facility) to fund our dividends of $615 million. In regard to other investing and financing activities in 2023, we did the following: a) b) c) sold all 11 Australian properties ("Australia Transaction") resulting in proceeds of A$1.2 billion and used such proceeds to pay down our Australian term loan by A$730 million, with the remaining proceeds used to pay down our revolving credit facility; sold three properties to Prime resulting in proceeds of $100 million; received approximately $500 million of loan principal proceeds, including approximately $200 million from the Lifepoint Transaction, $100 million from Steward after the completion of their sale of Utah properties to CHIC, CHF 60 million 52 from the payoff of a loan by Infracore, and approximately $100 million from the sale of our temporary interest in Steward's asset-backed credit facility to a third-party; d) e) f) g) funded approximately $290 million of new investments, including $125 million to Prospect as part of its recapitalization plan that was implemented on May 23, 2023; funded approximately $195 million to Steward, including our temporary participation in its syndicated four-year asset- backed credit facility and loans for general working capital purposes; paid off our £400 million 2.550% Senior Unsecured Notes due 2023 (of which we purchased approximately £50 million before the maturity date at a discount); and reduced our quarterly dividend per share from $0.29 to $0.15 in the 2023 third quarter, which would result in annual cash savings of approximately $330 million. Subsequent to December 31, 2023, we received £90 million (approximately $115 million) for the sale of our interest in the Priory syndicated term loan and entered into definitive agreements to sell five properties to Prime for $250 million and a $100 million mortgage loan to be paid in approximately nine months. In addition, we entered into binding agreements to sell additional assets that are expected to generate an additional $17 million. Also, subsequent to December 31, 2023, we have funded $97.5 million to Steward as part of a new bridge loan facility. See Note 13 to Item 8 of this Annual Report on Form 10-K for further details of these transactions. 2022 Cash Flow Activity We generated cash of approximately $740 million from operating activities during 2022, primarily consisting of rent and interest from mortgage and other loans. We used these operating cash flows to fund our dividends of $699 million. In regard to investing and financing activities in 2022, we did the following: a) b) c) d) e) f) Invested approximately $1.3 billion in hospital real estate, representing 16 facilities across five countries; Funded $524.2 million of development, capital addition, and other projects; Completed the Macquarie Transaction in which we contributed eight Massachusetts-based general acute care hospitals to form a partnership ("Macquarie Transaction"), generating proceeds of approximately $1.3 billion, which were partially used to pay off our $1 billion interim credit facility; Exercised the $500 million accordion feature to our revolving credit facility and extended the term on both the revolver and term loan portions of our Credit Facility; Authorized a stock repurchase program for up to $500 million of common stock, of which we repurchased 1.6 million shares of common stock for approximately $17.9 million through December 31, 2022; and Separate from the Macquarie Transaction, we sold 15 facilities and five ancillary properties generating net proceeds of approximately $522 million. Debt Restrictions and REIT Requirements Our debt facilities impose certain restrictions on us, including, but not limited to, restrictions on our ability to: incur debt; create or incur liens; provide guarantees in respect of obligations of any other entity; make redemptions and repurchases of our capital stock; prepay, redeem, or repurchase debt; engage in mergers or consolidations; enter into affiliated transactions; dispose of real estate or other assets; and change our business. In addition, the credit agreement governing our Credit Facility limits the amount of dividends we can pay to 95% of NAFFO, as defined in the agreements, on a rolling four quarter basis. The indentures governing our senior unsecured notes also limit the amount of dividends we can pay based on the sum of 95% of funds from operations, proceeds of equity issuances, and certain other net cash proceeds. Finally, our senior unsecured notes require us to maintain total unencumbered assets (as defined in the related indenture) of not less than 150% of our unsecured indebtedness. In addition to these restrictions, the Credit Facility contains customary financial and operating covenants, including covenants relating to our total leverage ratio, fixed charge coverage ratio, secured leverage ratio, unsecured leverage ratio, consolidated adjusted net worth, and unsecured interest coverage ratio. This facility also contains customary events of default, including among others, nonpayment of principal or interest, material inaccuracy of representations, and failure to comply with our covenants. If an event of default occurs and is continuing under the facility, the entire outstanding balance may become immediately due and payable. At December 31, 2023, we were in compliance with all such financial and operating covenants. In order for us to continue to qualify as a REIT we are required to distribute annual dividends equal to a minimum of 90% of our REIT taxable income, computed without regard to the dividends paid deduction and our net capital gains. See section titled 53 “Distribution Policy” within this Item 7 of this Annual Report on Form 10-K for further information on our dividend policy along with the historical dividends paid on a per share basis. Short-term Liquidity Requirements: Our short-term liquidity requirements typically consist of general and administrative expenses, dividends in order to comply with REIT requirements, interest payments on our debt, and planned funding commitments on development and capital improvement projects, for the next twelve months. Our monthly rent and interest receipts and distributions from our joint venture arrangements are typically enough to cover our short-term liquidity requirements. However, with increasing interest rates, loss of a substantial portion of cash rent and interest from Steward, and $1.3 billion of debt coming due within the next twelve months, we are looking to other initiatives to improve cash flows including: • pursuing transactions to raise at least $2 billion in new liquidity in 2024, for which we have executed binding agreements that we expect will generate $480 million, including; (cid:4) (cid:4) (cid:4) sale of five Prime properties for $250 million and a $100 million mortgage loan to be repaid in nine months, subject only to customary conditions and notice provisions; sale of our interest in a Priory syndicated term loan for £90 million (approximately $115 million) - closed and funded in February 2024; and disposal of a non-controlling interest in a tenant and two South Carolina hospitals for approximately $17 million. completing the binding sale of three Connecticut facilities to Yale New Haven that is expected to generate $355 million; extending the maturity of existing term loans (including the £700 million British pound sterling loan due in January 2025); and • • • managing the form (cash or stock) and amount of our dividend requirements. We believe these initiatives, along with liquidity of approximately $0.5 billion (including cash on-hand and availability under our revolving credit facility) at February 16, 2024 and routine cash receipts of rent and interest, can fund our short-term liquidity requirements. Long-term Liquidity Requirements: Our long-term liquidity requirements generally consist of the same requirements described above under “Short-term Liquidity Requirements” along with the acquisition of real estate and the funding of debt maturities coming due after the next twelve months. At this time, we do not expect any material acquisitions of real estate in the foreseeable future. As described previously, our monthly rent and interest receipts and distributions from our joint venture arrangements along with our current liquidity of approximately $0.5 billion at February 16, 2024, are typically enough to cover our short-term liquidity requirements. However, to address upcoming debt maturities (as outlined below in our commitment schedule), we may need to look to other sources, which may include one or a combination of the following: • • reducing our dividend (or moving to a stock dividend), while still complying with REIT requirements; strategic property sales or joint ventures including the expected $480 million proceeds of binding asset sales discussed previously under "Short-term Liquidity Requirements," and the binding commitment to sell three Connecticut facilities, subject to regulatory approval, that is expected to generate $355 million; • monetizing our investment in operators, including our investment in PHP Holdings; • • • • • entering into new secured loans on real estate; extending the maturity of existing term loans; identifying and implementing cost reduction opportunities; entering into new bank term loans or issuing new USD, EUR, or GBP denominated debt securities; and sale of equity securities. However, there is no assurance that conditions will be favorable for such possible transactions or that our plans will be successful. 54 Contractual Commitments The following table summarizes known material contractual commitments including debt service commitments (principal and interest payments) as of February 16, 2024 (amounts in thousands): Commitments (1) Senior unsecured notes Revolving credit facility(2) Term loan Australian term loan facility British pound sterling term loans Operating lease commitments(3) Purchase obligations(4) Totals $ $ 2024 231,261 94,554 13,191 308,897 2025 804,048 108,062 14,463 — 2026 $ 1,916,231 1,617,640 14,463 — 2027 $ 1,599,927 — 207,172 — 155,914 882,991 — — 8,221 246,866 $ 1,058,904 9,336 29,516 $ 1,848,416 8,581 — $ 3,556,915 7,984 — $ 1,815,083 2028 886,047 — — — Thereafter $ 2,826,217 — — — Total $ 8,263,731 1,820,256 249,289 308,897 — — 1,038,905 8,039 — 894,086 235,021 — $ 3,061,238 277,182 276,382 $ 12,234,642 $ $ (1) We used the exchange rates at February 16, 2024 in preparing this table. For any variable rate debt, we have assumed that the interest rate in effect at February 16, 2024 remains in effect through maturity. (2) As of February 16, 2024, we have a $1.8 billion revolving credit facility. This table assumes the balance outstanding under the revolver (which was $1.6 billion as of February 16, 2024) remains in effect through maturity. (3) Much of our contractual obligations to make operating lease payments are related to ground leases for which we are reimbursed by our tenants along with corporate office and equipment leases. (4) Includes approximately $61 million of future expenditures related to development projects and $176 million of future expenditures on committed capital improvement projects. Results of Operations Our operating results may vary significantly from year-to-year due to a variety of reasons including acquisitions made during the year, incremental revenues and expenses from acquisitions made in the prior year, revenues and expenses from completed development properties, property disposals, annual escalation provisions, interest rate changes, foreign currency exchange rate changes, new or amended debt agreements, issuances of shares through an equity offering, impact from accounting changes, lease terminations/re-tenanting, etc. Thus, our operating results for the current year are not necessarily indicative of the results that may be expected in future years. Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022 Net loss for the year ended December 31, 2023, was $(556.5) million ($(0.93) per share) compared to net income of $902.6 million ($1.50 per diluted share) for the year ended December 31, 2022. This decrease in net income is primarily driven by the $600 million gain on sale of real estate from the Macquarie Transaction in 2022, the approximate $700 million impairment charge in 2023 related to Steward, and accelerating the amortization of the approximate $286 million in-place lease intangible and the write-off of approximately $95 million of straight-line rent receivables, both associated with the Steward Utah Transaction in 2023 (see Note 3 to the consolidated financial statements in Item 8 to this Annual Report on Form 10-K for more detail), partially offset by the approximate $161 million tax benefit recognized in 2023 related to entering the U.K. REIT regime (as more fully described in Note 5 to the consolidated financial statements in Item 8 to this Annual Report on Form 10-K). Normalized FFO, after adjusting for certain items (as more fully described in the section titled “Non-GAAP Financial Measures” in this Item 7 of this Annual Report on Form 10- K), was $951 million for 2023, or $1.59 per share, as compared to $1.1 billion, or $1.82 per diluted share, for 2022. This 13% decrease in Normalized FFO is primarily due to lower revenue from various disposals in 2022 and 2023, including the Macquarie Transaction, the Australia Transaction, and Prime disposals, along with lower revenues from Prospect from moving to the cash basis of accounting on December 31, 2022 and higher interest expense. 55 A comparison of revenues for the years ended December 31, 2023 and 2022 is as follows (dollar amounts in thousands): Rent billed Straight-line rent Income from financing leases Interest and other income Total revenues 2023 803,375 (127,894) 127,141 69,177 871,799 $ $ 92.2% $ (14.7)% 14.6% 7.9% 100.0% $ 2022 968,874 204,159 203,580 166,238 1,542,851 62.8% $ 13.2% 13.2% 10.8% 100.0% $ Change (165,499) (332,053) (76,439) (97,061) (671,052) Our total revenues for 2023 declined by $671.1 million or 43% over the prior year. This change is made up of the following: • Operating lease revenue (includes rent billed and straight-line rent) — down $497.6 million over the prior year, primarily due to approximately $483 million of more rent reserves in 2023 compared to 2022 (including $378 million in the fourth quarter of 2023 related to Steward billed and straight-line rent and $95 million as a result of the write-off of straight-line rent associated with the Steward Utah Transaction in the second quarter of 2023). Operating lease revenue is also lower by approximately $85 million due to disposals and other leasing transactions in 2022 and 2023 (primarily related to the Macquarie Transaction). These decreases are partially offset by approximately $40 million in incremental revenue from acquisitions, capital additions, and the commencement of rent on a development property in the first quarter of 2022 and two properties in 2023. In addition, rent revenues are up approximately $29 million period-over-period from increases in CPI above the contractual minimum escalations in our leases. • Income from financing leases — down $76.4 million due to $61.0 million of less rent on Prospect in 2023 compared to 2022 due to the move to cash basis of accounting on December 31, 2022. In 2023, we did record approximately $69 million of income from financing leases with the receipt of additional investment in PHP Holdings, in lieu of cash, as part of the Prospect Transaction as described in Note 3 to the consolidated financial statements in Item 8 to this Annual Report on Form 10-K. In addition, income from financing leases declined due to approximately $17.0 million of lower revenues from the disposal of Prime financing leases in 2023 and 2022. These decreases are partially offset by the increase in CPI above the lease contractual minimum escalations by approximately $1.6 million. • Interest and other income — down $97.1 million from the prior year due to the following: (cid:4) Interest from loans — down $90.1 million due to approximately $81 million of reserves recorded in the fourth quarter of 2023 related to interest receivables from Steward and our international joint venture. We also had a $20 million decrease in interest revenue from loan payoffs (including $14 million due to the repayment of the acquisition loan as part of the Lifepoint Transaction described in Note 3 to the consolidated financial statements in Item 8 to this Annual Report on Form 10-K), and a $9 million decrease in interest income related to Prospect from moving to the cash basis of accounting on December 31, 2022. In the second quarter of 2023, we did record approximately $13 million of interest income with the receipt of additional investment in PHP Holdings, in lieu of cash, as part of the Prospect Transaction as described in Note 3 to the consolidated financial statements in Item 8 to this Annual Report on Form 10-K. These decreases were partially offset by $15 million of incremental revenue on new investments, along with approximately $1 million of interest revenue on the CHF 60 million mortgage loan from Infracore (which was repaid in the second quarter of 2023), approximately $3 million of higher income from annual escalations due to increases in CPI, and $0.4 million of favorable foreign currency fluctuations. (cid:4) Other income — down $7.0 million from the prior year due to less direct reimbursements from our tenants for ground leases, property taxes, and insurance. As discussed previously under "Significant Tenants" and in Note 3 to Item 8 to this Annual Report on Form 10-K under "Leasing Operations (Lessor)," we elected to move Steward to the cash basis of accounting for revenue effective December 31, 2023, similar to Prospect last year and four smaller tenants/borrowers in 2023. Interest expense for 2023 and 2022 totaled $411.2 million and $359.0 million, respectively. This increase is primarily related to an increase in borrowings and higher interest rates (due to higher market rates and changes in our credit rating) on our Credit Facility and term loans compared to the prior year, partially offset by paying down our Australia term loan in the second quarter of 2023 by A$730 million from proceeds of the Australia Transaction and repayment of our 2.550% Senior Unsecured Notes in December 2023. Our weighted-average interest rate was 3.9% for 2023 compared to 3.3% in 2022. 56 Real estate depreciation and amortization during 2023 increased to $603.4 million from $333.0 million in 2022. Of this increase, $286 million relates to accelerating the amortization of lease intangibles as part of the Steward Utah Transaction as described in Note 3 to the consolidated financial statements in Item 8 to this Annual Report on Form 10-K. Property-related expenses for 2023 decreased to $41.6 million, compared to $45.7 million in 2022. Of the property expenses in 2023 and 2022, approximately $29 million and $36 million, respectively, represents costs (primarily property insurance premiums) that were reimbursed by our tenants and included in the “Interest and other income” line on our consolidated statements of net income. General and administrative expenses totaled $145.6 million in 2023 compared to $160.5 million in 2022, primarily due to a $16 million decrease in share-based compensation. The decrease in share-based compensation is primarily a result of a $13.2 million cumulative benefit catchup from adjusting the payout probability of certain performance awards, partially offset by an incremental $3.5 million of expense from the acceleration of stock awards for a retiring executive officer. During the year ended December 31, 2022, we realized $536.8 million of gains from the sales of real estate, including the completion of the Macquarie Transaction, in which we sold the real estate of eight Massachusetts-based general acute care hospitals, resulting in a gain on real estate of approximately $600 million, partially offset by approximately $125 million of write-offs of non- cash straight-line rent receivables. In 2022, we also disposed of 11 facilities to Prime, resulting in a gain on real estate of approximately $67 million, and we disposed of four other facilities and five ancillary properties, resulting in a net gain of $33 million. Due to previous charges taken earlier in the year (as described below), we did not have any significant gain/loss on property sales in 2023. In 2023, we recorded $376.9 million of impairment charges, of which $271 million related to our Steward properties, $86 million related to the Australia Transaction, and $11 million was an impairment charge on the three Prime properties sold. In December 2022, we recorded a $283 million impairment charge related to Prospect. See Note 3 to the consolidated financial statements in Item 8 to this Annual Report on Form 10-K for further details of the 2023 and 2022 charges. In 2022, we did recognize an impairment recovery of approximately $15 million related to our Watsonville facility. Earnings from equity interests was $14 million for 2023, down from $40.8 million in 2022. This decrease is due to a $30 million reserve of billed and straight-line rent in 2023 on Steward leased properties that make up our Massachusetts-based partnership with MAM (see Note 3 to the consolidated financial statements in Item 8 to this Annual Report on Form 10-K for further details). Our debt refinancing and unutilized financing net benefit for 2023 was a result of a $1.1 million benefit related to the purchase of £50 million of our 2.550% Senior Unsecured Notes due 2023 in 2023 at a discounted price, partially offset by $0.8 million of costs associated with the partial prepayment of our A$1.2 billion Australian term loan in the second quarter of 2023. In 2022, debt refinancing and unutilized financing costs were $9.5 million, as a result of the termination of our $1 billion interim credit facility in March 2022 and the amendment of our Credit Facility (see Note 4 to the consolidated financial statements in Item 8 to this Annual Report on Form 10-K for further details). Other income for 2023 was $7.6 million, which included an approximate $45 million favorable non-cash fair value adjustment on our investment in PHP Holdings and a CHF 20 million unrealized gain on our equity investment in Swiss Medical Network, partially offset by unfavorable non-cash fair value adjustments on investments marked to fair value in 2023 and approximately $16 million of expenses associated with responding to certain defamatory statements published by certain parties, including those who are defendants to a lawsuit we filed on March 30, 2023. See Note 8 to the consolidated financial statements in Item 8 to this Annual Report on Form 10-K for further details on the lawsuit. Other income for 2022 was $15.3 million which included a favorable non-cash fair value adjustment of $18.0 million on our investment in Aevis Victoria SA ("Aevis") and other investments marked to fair value during 2022. Income tax expense includes U.S. federal and state income taxes on our TRS entities, as well as non-U.S. income based or withholding taxes on certain investments located in jurisdictions outside the U.S. The $130.7 million income tax benefit for 2023 was primarily based on the $161 million benefit received by entering the U.K. REIT regime effective July 1, 2023 and a $5.0 million tax benefit recognized in the first quarter of 2023 related to the sale of our Australia facilities. In comparison, we incurred a $55.9 million income tax expense for 2022, primarily based on the income generated by our investments in the U.K., Colombia, and Australia along with an additional $5 million U.S. tax expense related to our Watsonville loan recovery in 2022. For more detailed information, see Note 5 to Item 8 of this Annual Report on Form 10-K. We utilize the asset and liability method of accounting for income taxes. Deferred tax assets are recorded to the extent we believe these assets will more likely than not be realized. In making such determination, all available positive and negative evidence is considered, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and recent financial performance. Based upon our review of all positive and negative evidence, including our three-year cumulative pre- 57 tax book loss position in certain entities, we concluded that a valuation allowance of approximately $117 million should be reflected against certain of our international and domestic net deferred tax assets at December 31, 2023. In the future, if we determine that it is more likely than not that we will realize our net deferred tax assets, we will reverse the applicable portion of the valuation allowance, recognize an income tax benefit in the period in which such determination is made, and potentially incur higher income tax expense in future periods as income is earned. For more detailed information, see Note 5 to Item 8 of this Annual Report on Form 10-K. Non-GAAP Financial Measures We consider non-GAAP financial measures to be useful supplemental measures of our operating performance. A non-GAAP financial measure is a measure of financial performance, financial position, or cash flows that excludes or includes amounts that are not so excluded from or included in the most directly comparable measure calculated and presented in accordance with GAAP. Described below are the non-GAAP financial measures used by management to evaluate our operating performance and that we consider most useful to investors, together with reconciliations of these measures to the most directly comparable GAAP measures. Funds From Operations and Normalized Funds From Operations Investors and analysts following the real estate industry utilize funds from operations, or FFO, as a supplemental performance measure. FFO, reflecting the assumption that real estate asset values rise or fall with market conditions, principally adjusts for the effects of GAAP depreciation and amortization of real estate assets, which assumes that the value of real estate diminishes predictably over time. We compute FFO in accordance with the definition provided by the National Association of Real Estate Investment Trusts, or Nareit, which represents net income (loss) (computed in accordance with GAAP), excluding gains (losses) on sales of real estate and impairment charges on real estate assets, plus real estate depreciation and amortization, including amortization related to in-place lease intangibles, and after adjustments for unconsolidated partnerships and joint ventures. In addition to presenting FFO in accordance with the Nareit definition, we disclose normalized FFO, which adjusts FFO for items that relate to unanticipated or non-core events or activities or accounting changes that, if not noted, would make comparison to prior period results and market expectations less meaningful to investors and analysts. We believe that the use of FFO, combined with the required GAAP presentations, improves the understanding of our operating results among investors and the use of normalized FFO makes comparisons of our operating results with prior periods and other companies more meaningful. While FFO and normalized FFO are relevant and widely used supplemental measures of operating and financial performance of REITs, they should not be viewed as a substitute measure of our operating performance since the measures do not reflect either depreciation and amortization costs or the level of capital expenditures and leasing costs (if any not paid by our tenants) to maintain the operating performance of our properties, which can be significant economic costs that could materially impact our results of operations. FFO and normalized FFO should not be considered an alternative to net income (loss) (computed in accordance with GAAP) as indicators of our financial performance or to cash flow from operating activities (computed in accordance with GAAP) as an indicator of our liquidity. 58 The following table presents a reconciliation of net (loss) income attributable to MPT common stockholders to FFO and Normalized FFO for the years ended December 31, 2023 and 2022 (in thousands except per share data): For the Years Ended December 31, 2023 2022 FFO Information Net (loss) income attributable to MPT common stockholders Participating securities’ share in earnings Net (loss) income, less participating securities’ share in earnings Depreciation and amortization Loss (gain) on sale of real estate Real estate impairment charges Funds from operations Write-off of billed and unbilled rent and other Other impairment charges Litigation and other Share-based compensation adjustments Non-cash fair value adjustments Tax rate changes and other Debt refinancing and unutilized financing (benefit) costs Normalized funds from operations Per diluted share data Net (loss) income, less participating securities’ share in earnings Depreciation and amortization Loss (gain) on sale of real estate Real estate impairment charges Funds from operations Write-off of billed and unbilled rent and other Other impairment charges Litigation and other Share-based compensation adjustments Non-cash fair value adjustments Tax rate changes and other Debt refinancing and unutilized financing (benefit) costs Normalized funds from operations $ $ $ $ $ $ $ (556,476) (1,644) (558,120) 676,132 1,815 167,966 287,793 649,911 208,941 15,886 (9,691) (34,157) (167,332) (285) 951,066 (0.93) 1.13 — 0.28 0.48 1.09 0.35 0.03 (0.02) (0.06) (0.28) — 1.59 $ $ $ $ $ $ $ 902,597 (1,602) 900,995 399,622 (536,887) 170,582 934,312 35,370 97,793 — 3,076 (3,097) 10,697 9,452 1,087,603 1.50 0.67 (0.90) 0.29 1.56 0.06 0.16 — 0.01 (0.01) 0.02 0.02 1.82 Distribution Policy We have elected to be taxed as a REIT commencing with our taxable year that began on April 6, 2004 and ended on December 31, 2004. To qualify as a REIT, we must meet a number of organizational and operational requirements, including a requirement that we distribute (in the form of cash or stock) at least 90% of our REIT taxable income, excluding net capital gains, to our stockholders. It is our current intention to comply with these requirements and maintain such status going forward. 59 The table below is a summary of our distributions declared (and paid in cash) during the three year period ended December 31, 2023: Declaration Date Record Date Date of Distribution Distribution per Share November 9, 2023 August 21, 2023 April 27, 2023 February 16, 2023 November 10, 2022 August 18, 2022 May 26, 2022 February 17, 2022 November 11, 2021 August 19, 2021 May 26, 2021 February 18, 2021 December 7, 2023 September 14, 2023 June 15, 2023 March 16, 2023 December 8, 2022 September 15, 2022 June 16, 2022 March 17, 2022 December 9, 2021 September 16, 2021 June 17, 2021 March 18, 2021 January 11, 2024 October 12, 2023 July 13, 2023 April 13, 2023 January 12, 2023 October 13, 2022 July 14, 2022 April 14, 2022 January 13, 2022 October 14, 2021 July 8, 2021 April 8, 2021 $ $ $ $ $ $ $ $ $ $ $ $ 0.15 0.15 0.29 0.29 0.29 0.29 0.29 0.29 0.28 0.28 0.28 0.28 In the third quarter of 2023, we reduced our quarterly dividend from $0.29 to $0.15 per share of common stock, which would result in annual cash savings of approximately $330 million. In the future, as part of our liquidity improvement strategy, we may consider moving to a stock dividend, while still complying with REIT requirements. We intend to pay to our stockholders, within the time periods prescribed by the Code, all or substantially all of our annual taxable income, including taxable gains from the sale of real estate and recognized gains on the sale of securities. It is our policy to make sufficient cash distributions to stockholders in order for us to maintain our status as a REIT under the Code and to avoid corporate income and excise taxes on undistributed income, although there is no assurance as to further dividends because they depend on future earnings, capital requirements, and our financial condition. In addition, our Credit Facility limits the amount of dividends we can pay — see Note 4 to our consolidated financial statements in Item 8 to this Annual Report on Form 10-K for further information. ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk Market risk includes risks that arise from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices, and other market changes that affect market sensitive instruments. We seek to mitigate the effects of fluctuations in interest rates by matching the terms of new investments with new long-term fixed rate borrowings to the extent possible. We may or may not elect to use financial derivative instruments to hedge interest rate or foreign currency exposure. For interest rate hedging, these decisions are principally based on our policy to match investments with comparable borrowings, but are also based on the general trend in interest rates at the applicable dates and our perception of the future volatility of interest rates. For foreign currency hedging, these decisions are principally based on how our investments are financed, the long-term nature of our investments, the need to repatriate earnings back to the U.S., and the general trend in foreign currency exchange rates. In addition, the value of our facilities will be subject to fluctuations based on changes in local and regional economic conditions and changes in the ability of our tenants to generate profits. Our primary exposure to market risks relates to fluctuations in interest rates and foreign currency. The following analyses present the sensitivity of the market value, earnings, and cash flows of our significant financial instruments to hypothetical changes in interest rates and exchange rates as if these changes had occurred. The hypothetical changes chosen for these analyses reflect our view of changes that are reasonably possible over a one-year period. These forward looking disclosures are selective in nature and only address the potential impact from these hypothetical changes. They do not include other potential effects which could impact our business as a result of changes in market conditions. In addition, they do not include measures we may take to minimize our exposure such as entering into future interest rate swaps to hedge against interest rate increases on our variable rate debt. Interest Rate Sensitivity For fixed rate debt, interest rate changes affect the fair market value but do not impact net income to common stockholders or cash flows. Conversely, for floating rate debt, interest rate changes generally do not affect the fair market value but do impact net income to common stockholders and cash flows, assuming other factors are held constant. At December 31, 2023, our outstanding debt totaled $10.1 billion, which consisted of fixed-rate debt of approximately $8.4 billion (after considering interest rate swaps in- place) and variable rate debt of $1.7 billion. If market interest rates increase by 10%, the fair value of our debt at December 31, 2023 would decrease by approximately $219.9 million. Changes in the fair value of our fixed rate debt will not have any impact on us unless we decided to repurchase the debt in the open market. 60 If market rates of interest on our variable rate debt increase by 10%, the increase in annual interest expense on our variable rate debt would decrease future earnings and cash flows by $11.3 million per year. If market rates of interest on our variable rate debt decrease by 10%, the decrease in interest expense on our variable rate debt would increase future earnings and cash flows by $11.3 million per year. This assumes that the average amount outstanding under our variable rate debt for a year is $1.7 billion, the balance of such variable rate debt at December 31, 2023. Foreign Currency Sensitivity With our investments in the U.K., Germany, Spain, Italy, Portugal, Switzerland, Finland, and Colombia, we are subject to fluctuations in the British pound, euro, Swiss franc, and Colombian peso to U.S. dollar currency exchange rates. Although we generally deem investments in these countries to be of a long-term nature, are typically able to match any non-U.S. dollar borrowings with investments in such currencies, and historically have not needed to repatriate a material amount of earnings back to the U.S., increases or decreases in the value of the respective non-U.S. dollar currencies to U.S. dollar exchange rates may impact our financial condition and/or our results of operations. Based solely on our 2023 operating results, a 10% change to the following exchange rates would have impacted our net income, FFO, and Normalized FFO by the amounts below (in thousands): British pound (£) Euro (€) Swiss franc (CHF) Colombian peso (COP) Net Income Impact(1) 11,331 $ 1,670 3,350 1,466 $ FFO Impact(1) NFFO Impact $ 20,762 6,177 5,741 1,537 20,734 6,180 3,667 1,537 (1) Excludes the approximate $161 million one-time tax benefit in 2023 as a result of entering the U.K. REIT regime on July 1, 2023 (as discussed in further detail in Note 5 to our consolidated financial statements in Item 8 to this Annual Report on Form 10-K). 61 ITEM 8. Financial Statements and Supplementary Data Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Medical Properties Trust, Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Medical Properties Trust, Inc. and its subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of net income, of comprehensive (loss) income, of equity and of cash flows for each of the three years in the period ended December 31, 2023, including the related notes and financial statement schedules listed in the index appearing under Item 15(a) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. 62 Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Valuation of Steward’s Business – Impairment of Non-Real Estate Investments As described in Notes 2, 3 and 10 to the consolidated financial statements, investments in entities in which the Company does not control nor has the ability to significantly influence and for which there is no readily determinable fair value (such as the investment in affiliates of Steward Health Care System LLC (“Steward”)) are accounted for at cost, less any impairment. The Company’s non-real estate investments in Steward include a 9.9% equity interest, approximately $212 million in working capital loans, an approximately $362 million loan, and a $219 million loan to the international joint venture which is collateralized by the equity of Steward. Management evaluates the equity method investments for impairment based upon a comparison of the fair value of the equity method investment to its carrying value, when impairment indicators exist. Due to the operational and liquidity challenges that Steward is facing, management assessed recovery of these investments by performing a valuation of Steward’s business at December 31, 2023. The valuation was performed with assistance from a third-party, independent valuation firm, using a market valuation approach including the selected revenue multiple range in reference to comparable transactions. Management compared the carrying value of the Company’s 9.9% equity interest to a 9.9% share of the fair value of Steward’s equity, which resulted in an impairment charge of $90 million. The Company’s equity investment in Steward was $36 million as of December 31, 2023. The value of the equity of Steward was sufficient to support the recovery on the loans to Steward and the international joint venture. The principal considerations for our determination that performing procedures relating to the valuation of Steward’s business and the impairment of non-real estate investments is a critical audit matter are (i) the significant judgement by management when developing the fair value estimate of Steward’s business; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumption related to the selected revenue multiple range; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. These procedures included testing the effectiveness of controls relating to evaluation of impairment indicators and controls over the methodologies, inputs and assumptions utilized in the valuation of Steward’s business. These procedures also included, among others (i) testing management’s process for developing the fair value estimate of Steward’s business; (ii) evaluating the appropriateness of the market valuation approach used by management; (iii) testing the completeness and accuracy of the underlying data used in the market valuation approach; and (iv) evaluating the reasonableness of the significant assumption used by management related to the selected revenue multiple range. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the market valuation approach and (ii) the reasonableness of the selected revenue multiple range assumption. Equity Method Investment – PHP Holdings As described in Notes 3 and 10 to the consolidated financial statements, on May 23, 2023, the Company restructured its investment in Prospect Medical Holdings, Inc. to obtain a non-controlling ownership interest in PHP Holdings of approximately $654 million, consisting of a $68 million equity investment and a $586 million loan convertible into equity of PHP Holdings. In regard to PHP Holdings, the Company has elected to account for its investment (both the equity investment and convertible loan) using the fair value option method. Each quarter, the Company marks the investment to fair value. The Company’s equity investment in PHP Holdings is recorded at fair value by using a discounted cash flow model, which requires significant estimates of the investee, such as projected revenue and expenses and appropriate consideration of the underlying risk profile of the forecasted assumptions associated with the investee (collectively, “forecasts of the investee”). For the discounted cash flow models, the unobservable inputs include a discount rate and an adjustment for marketability discount. The fair value of the investment in PHP Holdings was $700 million as of December 31, 2023. The principal considerations for our determination that performing procedures relating to the equity method investment in PHP Holdings is a critical audit matter are (i) the significant judgment by management when developing the fair value estimates of the 63 investment in PHP Holdings on the acquisition date and December 31, 2023; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to forecasts of the investee, discount rates, and the adjustments for marketability discount; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. These procedures included testing the effectiveness of controls relating to management’s valuation of equity method investments. These procedures also included, among others, (i) testing management’s process for developing the fair value estimates of the investment in PHP Holdings; (ii) evaluating the appropriateness of the discounted cash flow models used by management at the valuation dates; (iii) testing the completeness and accuracy of the underlying data used in the discounted cash flow models; and (iv) evaluating the reasonableness of the significant assumptions used by management related to forecasts of the investee, discount rates and the adjustments for marketability discount. Evaluating management's assumption related to forecasts of the investee involved considering (i) current and past performance of the investee; (ii) the consistency with external market and industry data; (iii) whether the assumption was consistent with evidence obtained in other areas of the audit; and (iv) the movement in the long-term growth rate underpinning the assumption from the acquisition date to December 31, 2023. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow models; (ii) the long-term growth rate underpinning the forecasts of the investee assumption as of the acquisition date; and (iii) the discount rates and the adjustments for marketability discount assumptions. Birmingham, Alabama February 29, 2024 We have served as the Company’s auditor since 2008. 64 Report of Independent Registered Public Accounting Firm To the Partners of MPT Operating Partnership, L.P.: Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of MPT Operating Partnership, L.P. and its subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of net income, of comprehensive (loss) income, of capital and of cash flows for each of the three years in the period ended December 31, 2023, including the related notes and financial statement schedules listed in the index appearing under Item 15(a) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 65 Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Valuation of Steward’s Business – Impairment of Non-Real Estate Investments As described in Notes 2, 3 and 10 to the consolidated financial statements, investments in entities in which the Company does not control nor has the ability to significantly influence and for which there is no readily determinable fair value (such as the investment in affiliates of Steward Health Care System LLC (“Steward”)) are accounted for at cost, less any impairment. The Company’s non-real estate investments in Steward include a 9.9% equity interest, approximately $212 million in working capital loans, an approximately $362 million loan, and a $219 million loan to the international joint venture which is collateralized by the equity of Steward. Management evaluates the equity method investments for impairment based upon a comparison of the fair value of the equity method investment to its carrying value, when impairment indicators exist. Due to the operational and liquidity challenges that Steward is facing, management assessed recovery of these investments by performing a valuation of Steward’s business at December 31, 2023. The valuation was performed with assistance from a third-party, independent valuation firm, using a market valuation approach including the selected revenue multiple range in reference to comparable transactions. Management compared the carrying value of the Company’s 9.9% equity interest to a 9.9% share of the fair value of Steward’s equity, which resulted in an impairment charge of $90 million. The Company’s equity investment in Steward was $36 million as of December 31, 2023. The value of the equity of Steward was sufficient to support the recovery on the loans to Steward and the international joint venture. The principal considerations for our determination that performing procedures relating to the valuation of Steward’s business and the impairment of non-real estate investments is a critical audit matter are (i) the significant judgement by management when developing the fair value estimate of Steward’s business; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumption related to the selected revenue multiple range; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. These procedures included testing the effectiveness of controls relating to evaluation of impairment indicators and controls over the methodologies, inputs and assumptions utilized in the valuation of Steward’s business. These procedures also included, among others (i) testing management’s process for developing the fair value estimate of Steward’s business; (ii) evaluating the appropriateness of the market valuation approach used by management; (iii) testing the completeness and accuracy of the underlying data used in the market valuation approach; and (iv) evaluating the reasonableness of the significant assumption used by management related to the selected revenue multiple range. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the market valuation approach and (ii) the reasonableness of the selected revenue multiple range assumption. Equity Method Investment – PHP Holdings As described in Notes 3 and 10 to the consolidated financial statements, on May 23, 2023, the Company restructured its investment in Prospect Medical Holdings, Inc. to obtain a non-controlling ownership interest in PHP Holdings of approximately $654 million, consisting of a $68 million equity investment and a $586 million loan convertible into equity of PHP Holdings. In regard to PHP Holdings, the Company has elected to account for its investment (both the equity investment and convertible loan) using the fair value option method. Each quarter, the Company marks the investment to fair value. The Company’s equity investment in PHP Holdings is recorded at fair value by using a discounted cash flow model, which requires significant estimates of the investee, such as projected revenue and expenses and appropriate consideration of the underlying risk profile of the forecasted assumptions associated with the investee (collectively, “forecasts of the investee”). For the discounted cash flow models, the unobservable inputs include a discount rate and an adjustment for marketability discount. The fair value of the investment in PHP Holdings was $700 million as of December 31, 2023. The principal considerations for our determination that performing procedures relating to the equity method investment in PHP Holdings is a critical audit matter are (i) the significant judgment by management when developing the fair value estimates of the investment in PHP Holdings on the acquisition date and December 31, 2023; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to forecasts of the investee, discount 66 rates, and the adjustments for marketability discount; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. These procedures included testing the effectiveness of controls relating to management’s valuation of equity method investments. These procedures also included, among others, (i) testing management’s process for developing the fair value estimates of the investment in PHP Holdings; (ii) evaluating the appropriateness of the discounted cash flow models used by management at the valuation dates; (iii) testing the completeness and accuracy of the underlying data used in the discounted cash flow models; and (iv) evaluating the reasonableness of the significant assumptions used by management related to forecasts of the investee, discount rates and the adjustments for marketability discount. Evaluating management's assumption related to forecasts of the investee involved considering (i) current and past performance of the investee; (ii) the consistency with external market and industry data; (iii) whether the assumption was consistent with evidence obtained in other areas of the audit; and (iv) the movement in the long-term growth rate underpinning the assumption from the acquisition date to December 31, 2023. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow models; (ii) the long-term growth rate underpinning the forecasts of the investee assumption as of the acquisition date; and (iii) the discount rates and the adjustments for marketability discount assumptions. Birmingham, Alabama February 29, 2024 We have served as the Company’s auditor since 2008. 67 MEDICAL PROPERTIES TRUST, INC. AND SUBSIDIARIES Consolidated Balance Sheets ASSETS Real estate assets Land Buildings and improvements Intangible lease assets Investment in financing leases Mortgage loans Gross investment in real estate assets Accumulated depreciation Accumulated amortization Net investment in real estate assets Cash and cash equivalents Interest and rent receivables Straight-line rent receivables Investments in unconsolidated real estate joint ventures Investments in unconsolidated operating entities Other loans Other assets Total Assets LIABILITIES AND EQUITY Liabilities Debt, net Accounts payable and accrued expenses Deferred revenue Obligations to tenants and other lease liabilities Total Liabilities Commitments and Contingencies Equity Preferred stock, $0.001 par value. Authorized 10,000 shares; no shares outstanding Common stock, $0.001 par value. Authorized 750,000 shares; issued and outstanding — 598,991 shares at December 31, 2023 and 597,476 shares at December 31, 2022 Additional paid-in capital Retained (deficit) earnings Accumulated other comprehensive income (loss) Total Medical Properties Trust, Inc. stockholders’ equity Non-controlling interests Total Equity Total Liabilities and Equity See accompanying notes to consolidated financial statements. December 31, 2023 2022 (Amounts in thousands, except for per share data) $ $ $ 1,806,765 10,395,612 1,034,810 1,231,630 309,315 14,778,132 (1,227,619) (180,352) 13,370,161 250,016 45,059 635,987 1,474,455 1,778,640 292,615 457,911 18,304,844 10,064,236 412,178 37,962 156,603 10,670,979 1,948,216 10,519,728 1,394,471 1,691,323 364,101 15,917,839 (1,008,340) (184,972) 14,724,527 235,668 167,035 787,166 1,497,903 1,444,872 227,839 572,990 19,658,000 10,268,412 621,324 27,727 146,130 11,063,593 — — 599 8,560,309 (971,809) 42,501 7,631,600 2,265 7,633,865 18,304,844 $ 597 8,535,140 116,285 (59,184) 8,592,838 1,569 8,594,407 19,658,000 $ $ $ $ 68 MEDICAL PROPERTIES TRUST, INC. AND SUBSIDIARIES Consolidated Statements of Net Income 2023 For the Years Ended December 31, 2022 (Amounts in thousands, except for per share data) 2021 Revenues Rent billed Straight-line rent Income from financing leases Interest and other income Total revenues Expenses Interest Real estate depreciation and amortization Property-related General and administrative Total expenses Other (expense) income (Loss) gain on sale of real estate Real estate and other impairment charges, net Earnings from equity interests Debt refinancing and unutilized financing benefit (costs) Other (including fair value adjustments on securities) Total other (expense) income (Loss) income before income tax Income tax benefit (expense) Net (loss) income Net income attributable to non-controlling interests Net (loss) income attributable to MPT common stockholders Earnings per common share — basic and diluted Net (loss) income attributable to MPT common stockholders Weighted average shares outstanding — basic Weighted average shares outstanding — diluted $ 803,375 (127,894) 127,141 69,177 871,799 $ 968,874 204,159 203,580 166,238 1,542,851 $ 931,942 241,433 202,599 168,695 1,544,669 411,171 603,360 41,567 145,588 1,201,686 (1,815) (376,907) 13,967 285 7,586 (356,884) (686,771) 130,679 (556,092) (384) (556,476) (0.93) 598,518 598,518 $ $ $ $ 359,036 332,977 45,697 160,494 898,204 536,755 (268,375) 40,800 (9,452) 15,344 315,072 959,719 (55,900) 903,819 (1,222) 902,597 1.50 598,634 598,837 $ $ 367,393 321,249 39,098 145,638 873,378 52,471 (39,411) 28,488 (27,650) 45,699 59,597 730,888 (73,948) 656,940 (919) 656,021 1.11 588,817 590,139 See accompanying notes to consolidated financial statements. 69 MEDICAL PROPERTIES TRUST, INC. AND SUBSIDIARIES Consolidated Statements of Comprehensive (Loss) Income (In thousands) Net (loss) income Other comprehensive (loss) income: Unrealized (loss) gain on interest rate swaps, net of tax Reclassification of interest rate swap gain from AOCI, net of tax Foreign currency translation gain (loss) Reclassification of foreign currency translation loss from AOCI Total comprehensive (loss) income Comprehensive income attributable to non-controlling interests Comprehensive (loss) income attributable to MPT common stockholders $ $ For the Years Ended December 31, 2022 903,819 2023 (556,092) $ $ 2021 656,940 (34,932) (28,553) 162,680 2,490 (454,407) (384) (454,791) $ 100,550 — (123,007) — 881,362 (1,222) 880,140 $ 52,288 — (37,691) — 671,537 (919) 670,618 See accompanying notes to consolidated financial statements. 70 8 8 2 , 2 5 0 4 9 , 6 5 6 ) 1 9 6 , 7 3 ( l a t o T y t i u q E 7 5 8 , 3 4 3 , 7 $ ) 1 6 7 ( 0 1 1 , 2 5 ) 1 0 3 , 2 7 6 ( 9 2 2 , 1 5 0 , 1 1 7 6 , 5 4 4 , 8 $ 9 1 8 , 3 0 9 0 5 5 , 0 0 1 ) 7 0 0 , 3 2 1 ( 1 2 4 , 9 4 ) 2 2 9 , 9 2 ( ) 0 4 9 , 7 1 ( ) 2 2 0 , 5 3 ( 4 5 0 , 1 ) 6 9 5 , 1 ( ) 2 3 9 , 4 3 ( ) 2 9 0 , 6 5 5 ( ) 1 2 6 , 8 9 6 ( 7 0 4 , 4 9 5 , 8 $ ) 3 5 5 , 8 2 ( 0 8 6 , 2 6 1 0 9 4 , 2 0 5 2 , 3 3 ) 9 7 0 , 8 ( 5 7 3 , 1 ) 3 6 0 , 1 ( ) 8 1 6 , 1 3 5 ( 5 6 8 , 3 3 6 , 7 $ - n o N g n i l l o r t n o C s t s e r e t n I d e t a l u m u c c A r e h t O e v i s n e h e r p m o C ) s s o L ( e m o c n I — — — 9 1 9 5 2 3 , 5 — — ) 1 6 7 ( 3 8 4 , 5 2 2 2 , 1 — — — — — ) 4 9 5 , 4 ( 4 5 0 , 1 ) 6 9 5 , 1 ( — 9 6 5 , 1 — 4 8 3 — — — — — 5 7 3 , 1 ) 3 6 0 , 1 ( — 5 6 2 , 2 — — — — — 8 8 2 , 2 5 ) 1 9 6 , 7 3 ( $ ) 4 2 3 , 1 5 ( $ — 0 5 5 , 0 0 1 ) 7 0 0 , 3 2 1 ( $ ) 7 2 7 , 6 3 ( $ — — — — — — — $ ) 4 8 1 , 9 5 ( $ — ) 2 3 9 , 4 3 ( ) 3 5 5 , 8 2 ( 0 8 6 , 2 6 1 0 9 4 , 2 — — — — — $ 1 0 5 , 2 4 $ ) 1 1 4 , 1 7 ( 1 2 0 , 6 5 6 d e n i a t e R ) t i c i f e D ( s g n i n r a E — — — — — ) 1 0 3 , 2 7 6 ( ) 1 9 6 , 7 8 ( 7 9 5 , 2 0 9 — — — — — — — — ) 1 2 6 , 8 9 6 ( 5 8 2 , 6 1 1 ) 6 7 4 , 6 5 5 ( — — — — — — — — ) 8 1 6 , 1 3 5 ( ) 9 0 8 , 1 7 9 ( $ 6 2 7 , 0 6 4 , 7 $ 1 4 5 $ 3 5 3 , 1 4 5 — — — — — 7 0 1 , 2 5 6 7 1 , 1 5 0 , 1 — — — 3 — 3 5 — — — — — — 2 3 3 , 2 3 6 0 , 3 5 $ 9 0 0 , 4 6 5 , 8 $ 7 9 5 $ 8 4 7 , 6 9 5 — — — 8 1 4 , 9 4 ) 1 2 9 , 9 2 ( ) 8 3 9 , 7 1 ( ) 8 2 4 , 0 3 ( — — — — — — 3 ) 1 ( ) 2 ( — — — — — — — 5 7 6 , 3 ) 2 0 3 , 1 ( ) 5 4 6 , 1 ( — — — — $ 0 4 1 , 5 3 5 , 8 $ 7 9 5 $ 6 7 4 , 7 9 5 — — — — — — — — 8 4 2 , 3 3 ) 9 7 0 , 8 ( — — — — — 2 — — — — — — — — — 7 5 4 , 2 ) 2 4 9 ( — — — $ 9 0 3 , 0 6 5 , 8 $ 9 9 5 $ 1 9 9 , 8 9 5 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — $ $ $ $ — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — l a n o i t i d d A n i - d i a P l a t i p a C r a P e u l a V s e r a h S r a P e u l a V s e r a h S n o m m o C d e r r e f e r P S E I R A I D I S B U S D N A . C N I , T S U R T S E I T R E P O R P L A C I D E M y t i u q E f o s t n e m e t a t S d e t a d i l o s n o C 1 2 0 2 d n a 2 2 0 2 , 3 2 0 2 , 1 3 r e b m e c e D d e d n E s r a e Y e h t r o F x a t f o t e n , s p a w s e t a r t s e r e t n i n o n i a g d e z i l a e r n U d e s a b - k c o t s f o n o i t a z i t r o m a d n a g n i t s e v k c o t S s s o l n o i t a l s n a r t y c n e r r u c n g i e r o F ) s t s o c g n i r e f f o f o t e n ( g n i r e f f o m o r f s d e e c o r P ) e r a h s n o m m o c r e p 2 1 . 1 $ ( d e r a l c e d s d n e d i v i D s t s e r e t n i g n i l l o r t n o c - n o n o t s n o i t u b i r t s i D 1 2 0 2 , 1 3 r e b m e c e D t a e c n a l a B n o i t a s n e p m o c ) s t n u o m a e r a h s r e p t p e c x e , s d n a s u o h t n I ( 0 2 0 2 , 1 3 r e b m e c e D t a e c n a l a B e m o c n i t e N x a t f o t e n , s p a w s e t a r t s e r e t n i n o n i a g d e z i l a e r n U d e s a b - k c o t s f o n o i t a z i t r o m a d n a g n i t s e v k c o t S s s o l n o i t a l s n a r t y c n e r r u c n g i e r o F e m o c n i t e N ) e r a h s n o m m o c r e p 6 1 . 1 $ ( d e r a l c e d s d n e d i v i D 2 2 0 2 , 1 3 r e b m e c e D t a e c n a l a B e m o c n i ) s s o l ( t e N x a t f o t e n , s p a w s e t a r t s e r e t n i n o s s o l d e z i l a e r n U o t n i a g p a w s e t a r t s e r e t n i f o n o i t a c i f i s s a l c e R n o i t a l s n a r t y c n e r r u c n g i e r o f f o n o i t a c i f i s s a l c e R n i a g n o i t a l s n a r t y c n e r r u c n g i e r o F x a t f o t e n , s g n i n r a e d e s a b - k c o t s f o n o i t a z i t r o m a d n a g n i t s e v k c o t S s g n i n r a e o t s s o l ) e r a h s n o m m o c r e p 8 8 . 0 $ ( d e r a l c e d s d n e d i v i D s t s e r e t n i g n i l l o r t n o c - n o n o t s n o i t u b i r t s i D s t s e r e t n i g n i l l o r t n o c - n o n f o e c n a u s s I 3 2 0 2 , 1 3 r e b m e c e D t a e c n a l a B x a t f o n o i t c a f s i t a s - g n i t s e v k c o t S n o i t a s n e p m o c s g n i d l o h h t i w s t s e r e t n i g n i l l o r t n o c - n o n o t s n o i t u b i r t s i D t s e r e t n i g n i l l o r t n o c - n o n f o n o i t i s i u q c A s t s e r e t n i g n i l l o r t n o c - n o n f o e c n a u s s I k c o t s n o m m o c f o e s a h c r u p e R x a t f o n o i t c a f s i t a s - g n i t s e v k c o t S n o i t a s n e p m o c s g n i d l o h h t i w See accompanying notes to consolidated financial statements. 71 MEDICAL PROPERTIES TRUST, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows 2023 For the Years Ended December 31, 2022 (Amounts in thousands) 2021 Operating activities Net (loss) income Adjustments to reconcile net (loss) income to net cash provided by operating activities: $ (556,092) $ 903,819 $ 656,940 Depreciation and amortization Amortization of deferred financing costs and debt discount Straight-line rent revenue and other Stock-based compensation Loss (gain) on sale of real estate Real estate and other impairment charges, net Straight-line rent and other write-off Debt refinancing and unutilized financing (benefit) costs Gain on sale of equity investments Tax rate changes and other Non-cash revenue from debt and equity securities received Other adjustments Changes in: Interest and rent receivables Other assets Accounts payable and accrued expenses Deferred revenue Net cash provided by operating activities Investing activities Cash paid for acquisitions and other related investments Net proceeds from sale of real estate Principal received on loans receivable Investment in loans receivable Construction in progress and other Proceeds from sale and return of equity investment Capital additions and other investments, net Net cash provided by (used for) investing activities Financing activities Proceeds from term debt, net of discount Payments of term debt Revolving credit facilities, net Dividends paid Lease deposits and other obligations to tenants Proceeds from sale of common shares, net of offering costs Repurchase of common stock Stock vesting - satisfaction of tax withholdings Other financing activities, payment of debt refinancing, and deferred financing costs Net cash (used for) provided by financing activities Increase (decrease) in cash, cash equivalents, and restricted cash for the year Effect of exchange rate changes Cash, cash equivalents, and restricted cash at beginning of year Cash, cash equivalents, and restricted cash at end of year Interest paid, including capitalized interest of $14,178 in 2023, $6,454 in 2022, and $3,289 in 2021 Supplemental schedule of non-cash investing activities: Debt and equity securities received for certain obligations, real estate, and revenue Certain obligations and receivables satisfied and real estate sold Supplemental schedule of non-cash financing activities: Dividends declared, unpaid Cash, cash equivalents, and restricted cash are comprised of the following: Beginning of period: Cash and cash equivalents Restricted cash, included in Other assets End of period: Cash and cash equivalents Restricted cash, included in Other assets 616,127 15,775 (233,703) 33,250 1,815 376,907 649,911 (285) — (167,332) (81,706) (23,870) (141,729) 13,750 (4,599) 7,567 505,786 (235,187) 897,500 501,630 (250,223) (114,425) 12,430 (294,167) 517,558 — (988,162) 567,910 (615,390) 10,139 — — (8,079) 13,255 (1,020,327) 3,017 11,397 241,538 255,952 406,141 804,520 722,814 92,808 235,668 5,870 241,538 250,016 5,936 255,952 345,577 17,045 (282,504) 49,421 (536,755) 268,375 34,605 9,452 — 10,697 — 6,108 (116,420) (4,029) 33,576 43 739,010 (1,332,962) 2,185,574 53,322 (207,542) (109,237) 14,295 (207,394) 396,056 128,536 (869,606) 203,576 (698,535) (5,020) — (17,940) (29,922) (53,612) (1,342,523) (207,457) (12,887) 461,882 241,538 353,838 $ $ — $ — 176,580 459,227 2,655 461,882 235,668 5,870 241,538 $ $ $ $ $ 333,781 16,856 (288,717) 52,110 (52,471) 39,411 7,213 27,650 (40,945) 34,796 — 11,913 (23,867) (4,375) 54,058 (12,697) 811,656 (5,350,239) 246,468 1,595,708 (58,932) (67,725) 65,546 (289,239) (3,858,413) 3,407,535 (1,390,994) 559,985 (643,473) 17,815 1,051,229 — — (54,489) 2,947,608 (99,149) 4,662 556,369 461,882 326,406 — — 176,494 549,884 6,485 556,369 459,227 2,655 461,882 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ See accompanying notes to consolidated financial statements. 72 MPT OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES Consolidated Balance Sheets ASSETS Real estate assets Land Buildings and improvements Intangible lease assets Investment in financing leases Mortgage loans Gross investment in real estate assets Accumulated depreciation Accumulated amortization Net investment in real estate assets Cash and cash equivalents Interest and rent receivables Straight-line rent receivables Investments in unconsolidated real estate joint ventures Investments in unconsolidated operating entities Other loans Other assets Total Assets LIABILITIES AND CAPITAL Liabilities Debt, net Accounts payable and accrued expenses Deferred revenue Obligations to tenants and other lease liabilities Payable due to Medical Properties Trust, Inc. Total Liabilities Commitments and Contingencies Capital General partner — issued and outstanding — 5,991 units at December 31, 2023 and 5,976 units at December 31, 2022 Limited Partners — issued and outstanding — 593,000 units at December 31, 2023 and 591,500 units at December 31, 2022 Accumulated other comprehensive income (loss) Total MPT Operating Partnership, L.P. capital Non-controlling interests Total Capital Total Liabilities and Capital December 31, 2023 2022 (Amounts in thousands, except for per unit data) $ $ $ 1,806,765 10,395,612 1,034,810 1,231,630 309,315 14,778,132 (1,227,619) (180,352) 13,370,161 250,016 45,059 635,987 1,474,455 1,778,640 292,615 457,911 18,304,844 10,064,236 318,980 37,962 156,603 92,808 10,670,589 1,948,216 10,519,728 1,394,471 1,691,323 364,101 15,917,839 (1,008,340) (184,972) 14,724,527 235,668 167,035 787,166 1,497,903 1,444,872 227,839 572,990 19,658,000 10,268,412 444,354 27,727 146,130 176,580 11,063,203 75,969 86,599 7,513,520 42,501 7,631,990 2,265 7,634,255 18,304,844 $ 8,565,813 (59,184) 8,593,228 1,569 8,594,797 19,658,000 $ $ $ $ See accompanying notes to consolidated financial statements. 73 MPT OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES Consolidated Statements of Net Income Revenues Rent billed Straight-line rent Income from financing leases Interest and other income Total revenues Expenses Interest Real estate depreciation and amortization Property-related General and administrative Total expenses Other (expense) income (Loss) gain on sale of real estate Real estate and other impairment charges, net Earnings from equity interests Debt refinancing and unutilized financing benefit (costs) Other (including fair value adjustments on securities) Total other (expense) income (Loss) income before income tax Income tax benefit (expense) Net (loss) income Net income attributable to non-controlling interests Net (loss) income attributable to MPT Operating Partnership partners Earnings per unit — basic and diluted Net (loss) income attributable to MPT Operating Partnership partners Weighted average units outstanding — basic Weighted average units outstanding — diluted $ $ 2023 For the Years Ended December 31, 2022 (Amounts in thousands, except for per unit data) 2021 $ 803,375 (127,894) 127,141 69,177 871,799 $ 968,874 204,159 203,580 166,238 1,542,851 $ 931,942 241,433 202,599 168,695 1,544,669 411,171 603,360 41,567 145,588 1,201,686 (1,815) (376,907) 13,967 285 7,586 (356,884) (686,771) 130,679 (556,092) (384) (556,476) (0.93) 598,518 598,518 $ $ 359,036 332,977 45,697 160,494 898,204 536,755 (268,375) 40,800 (9,452) 15,344 315,072 959,719 (55,900) 903,819 (1,222) 902,597 1.50 598,634 598,837 $ $ 367,393 321,249 39,098 145,638 873,378 52,471 (39,411) 28,488 (27,650) 45,699 59,597 730,888 (73,948) 656,940 (919) 656,021 1.11 588,817 590,139 See accompanying notes to consolidated financial statements. 74 MPT OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES Consolidated Statements of Comprehensive (Loss) Income (In thousands) Net (loss) income Other comprehensive (loss) income: Unrealized (loss) gain on interest rate swaps, net of tax Reclassification of interest rate swap gain from AOCI, net of tax Foreign currency translation gain (loss) Reclassification of foreign currency translation loss from AOCI Total comprehensive (loss) income Comprehensive income attributable to non-controlling interests For the Years Ended December 31, 2022 903,819 $ $ (556,092) $ 2023 2021 656,940 (34,932) (28,553) 162,680 2,490 (454,407) (384) 100,550 — (123,007) — 881,362 (1,222) 880,140 $ 52,288 — (37,691) — 671,537 (919) 670,618 Comprehensive (loss) income attributable to MPT Operating Partnership partners $ (454,791) $ See accompanying notes to consolidated financial statements. 75 0 4 9 , 6 5 6 7 4 2 , 4 4 3 , 7 $ 9 1 9 5 2 3 , 5 l a t o T l a t i p a C - n o N g n i l l o r t n o C s t s e r e t n I 8 8 2 , 2 5 ) 1 9 6 , 7 3 ( ) 1 6 7 ( 0 1 1 , 2 5 ) 1 0 3 , 2 7 6 ( 9 2 2 , 1 5 0 , 1 1 6 0 , 6 4 4 , 8 9 1 8 , 3 0 9 0 5 5 , 0 0 1 ) 7 0 0 , 3 2 1 ( 1 2 4 , 9 4 ) 2 2 9 , 9 2 ( ) 0 4 9 , 7 1 ( ) 2 2 0 , 5 3 ( 4 5 0 , 1 ) 6 9 5 , 1 ( ) 1 2 6 , 8 9 6 ( 7 9 7 , 4 9 5 , 8 ) 2 3 9 , 4 3 ( ) 2 9 0 , 6 5 5 ( ) 3 5 5 , 8 2 ( 0 8 6 , 2 6 1 0 9 4 , 2 0 5 2 , 3 3 ) 9 7 0 , 8 ( 5 7 3 , 1 ) 3 6 0 , 1 ( ) 8 1 6 , 1 3 5 ( 5 5 2 , 4 3 6 , 7 $ — — — ) 1 6 7 ( — — 3 8 4 , 5 2 2 2 , 1 — — — — — — ) 4 9 5 , 4 ( 4 5 0 , 1 ) 6 9 5 , 1 ( $ ) 4 2 3 , 1 5 ( $ d e t a l u m u c c A r e h t O e v i s n e h e r p m o C ) s s o L ( e m o c n I — 8 8 2 , 2 5 ) 1 9 6 , 7 3 ( — — — — — 0 5 5 , 0 0 1 ) 7 0 0 , 3 2 1 ( $ ) 7 2 7 , 6 3 ( $ — — — — — — — $ 9 6 5 , 1 $ ) 4 8 1 , 9 5 ( $ — 4 8 3 — — — — — — 5 7 3 , 1 ) 3 6 0 , 1 ( — ) 2 3 9 , 4 3 ( ) 3 5 5 , 8 2 ( 0 8 6 , 2 6 1 0 9 4 , 2 — — — — — $ 5 6 2 , 2 $ 1 0 5 , 2 4 $ S E I R A I D I S B U S D N A . . P L , P I H S R E N T R A P G N I T A R E P O T P M 1 6 4 , 9 4 6 9 6 2 , 6 1 3 , 7 t i n U e u l a V — — — 9 8 5 , 1 5 — — ) 8 7 5 , 5 6 6 ( 7 1 7 , 0 4 0 , 1 8 5 4 , 2 9 3 , 8 1 7 5 , 3 9 8 7 2 9 , 8 4 ) 3 2 6 , 9 2 ( ) 1 6 7 , 7 1 ( ) 4 2 1 , 0 3 ( — — ) 5 3 6 , 1 9 6 ( 3 1 8 , 5 6 5 , 8 ) 2 1 9 , 0 5 5 ( — — — — — — 8 1 9 , 2 3 ) 8 9 9 , 7 ( ) 1 0 3 , 6 2 5 ( 0 2 5 , 3 1 5 , 7 d e t i m L i s r e n t r a P $ 9 3 9 5 3 5 , s t i n U — — — — 9 0 3 2 , — 2 3 5 2 5 , $ 0 8 7 0 9 5 , — — — 8 3 6 3 , ) 9 8 2 1 ( , ) 9 2 6 1 ( , — — — — $ 0 0 5 1 9 5 , — — — — — 2 3 4 2 , ) 2 3 9 ( — — — $ 0 0 0 3 9 5 , 0 6 5 , 6 7 7 9 3 7 , t i n U e u l a V — — — 1 2 5 ) 3 2 7 , 6 ( 2 1 5 0 1 , 7 4 8 4 8 , 6 2 0 , 9 — — 4 9 4 ) 9 9 2 ( ) 9 7 1 ( ) 4 0 3 ( — — ) 6 8 9 , 6 ( 9 9 5 6 8 , ) 4 6 5 , 5 ( — — — — 2 3 3 ) 1 8 ( — — ) 7 1 3 , 5 ( 9 6 9 5 7 , — — — 3 2 — — 1 3 5 $ 8 6 9 , 5 l a r e n e G r e n t r a P $ 4 1 4 , 5 s t i n U — — — 7 3 ) 3 1 ( ) 6 1 ( — — — — $ 6 7 9 , 5 — — — — — 5 2 ) 0 1 ( — — — $ 1 9 9 , 5 l a t i p a C f o s t n e m e t a t S d e t a d i l o s n o C 1 2 0 2 d n a 2 2 0 2 , 3 2 0 2 , 1 3 r e b m e c e D d e d n E s r a e Y e h t r o F ) s t n u o m a t i n u r e p t p e c x e , s d n a s u o h t n I ( 0 2 0 2 , 1 3 r e b m e c e D t a e c n a l a B e m o c n i t e N t e n , s p a w s e t a r t s e r e t n i n o n i a g d e z i l a e r n U x a t f o d e s a b - t i n u f o n o i t a z i t r o m a d n a g n i t s e v t i n U s s o l n o i t a l s n a r t y c n e r r u c n g i e r o F s t s e r e t n i g n i l l o r t n o c - n o n o t s n o i t u b i r t s i D g n i r e f f o f o t e n ( g n i r e f f o m o r f s d e e c o r P n o i t a s n e p m o c t e n , s p a w s e t a r t s e r e t n i n o n i a g d e z i l a e r n U ) t i n u r e p 2 1 . 1 $ ( d e r a l c e d s n o i t u b i r t s i D 1 2 0 2 , 1 3 r e b m e c e D t a e c n a l a B e m o c n i t e N ) s t s o c d e s a b - t i n u f o n o i t a z i t r o m a d n a g n i t s e v t i n U s s o l n o i t a l s n a r t y c n e r r u c n g i e r o F t s e r e t n i g n i l l o r t n o c - n o n s t i n u s g n i d l o h h t i w f o f o e s a h c r u p e R n o i t i s i u q c A s t s e r e t n i g n i l l o r t n o c - n o n o t s n o i t u b i r t s i D ) t i n u r e p 6 1 . 1 $ ( d e r a l c e d s n o i t u b i r t s i D s t s e r e t n i g n i l l o r t n o c - n o n f o e c n a u s s I 2 2 0 2 , 1 3 r e b m e c e D t a e c n a l a B x a t f o n o i t c a f s i t a s - g n i t s e v t i n U n o i t a s n e p m o c e m o c n i ) s s o l ( t e N x a t f o x a t f o t e n , s p a w s e t a r t s e r e t n i n o s s o l d e z i l a e r n U o t n i a g p a w s e t a r t s e r e t n i f o n o i t a c i f i s s a l c e R n o i t a l s n a r t y c n e r r u c n g i e r o f f o n o i t a c i f i s s a l c e R d e s a b - t i n u f o n o i t a z i t r o m a d n a g n i t s e v t i n U s g n i n r a e o t s s o l n i a g n o i t a l s n a r t y c n e r r u c n g i e r o F x a t f o t e n , s g n i n r a e s t s e r e t n i g n i l l o r t n o c - n o n o t s n o i t u b i r t s i D ) t i n u r e p 8 8 . 0 $ ( d e r a l c e d s n o i t u b i r t s i D s t s e r e t n i g n i l l o r t n o c - n o n f o e c n a u s s I 3 2 0 2 , 1 3 r e b m e c e D t a e c n a l a B x a t f o n o i t c a f s i t a s - g n i t s e v t i n U n o i t a s n e p m o c s g n i d l o h h t i w See accompanying notes to consolidated financial statements. 76 MPT OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES Consolidated Statements of Cash Flows 2023 For the Years Ended December 31, 2022 (Amounts in thousands) 2021 Operating activities Net (loss) income Adjustments to reconcile net (loss) income to net cash provided by operating activities: $ (556,092) $ 903,819 $ 656,940 Depreciation and amortization Amortization of deferred financing costs and debt discount Straight-line rent revenue and other Unit-based compensation (Loss) gain on sale of real estate Real estate and other impairment charges, net Straight-line rent and other write-off Debt refinancing and unutilized financing (benefit) costs Gain on sale of equity investments Tax rate changes and other Non-cash revenue from debt and equity securities received Other adjustments Changes in: Interest and rent receivables Other assets Accounts payable and accrued expenses Deferred revenue Net cash provided by operating activities Investing activities Cash paid for acquisitions and other related investments Net proceeds from sale of real estate Principal received on loans receivable Investment in loans receivable Construction in progress and other Proceeds from sale and return of equity investment Capital additions and other investments, net Net cash provided by (used for) investing activities Financing activities Proceeds from term debt, net of discount Payments of term debt Revolving credit facilities, net Distributions paid Lease deposits and other obligations to tenants Proceeds from sale of units, net of offering costs Repurchase of units Unit vesting - satisfaction of tax withholdings Other financing activities, payment of debt refinancing, and deferred financing costs Net cash (used for) provided by financing activities Increase (decrease) in cash, cash equivalents, and restricted cash for the year Effect of exchange rate changes Cash, cash equivalents, and restricted cash at beginning of year Cash, cash equivalents and restricted cash at end of year Interest paid, including capitalized interest of $14,178 in 2023, $6,454 in 2022, and $3,289 in 2021 Supplemental schedule of non-cash investing activities: Debt and equity securities received for certain obligations, real estate, and revenue Certain obligations and receivables satisfied and real estate sold Supplemental schedule of non-cash financing activities: Dividends declared, unpaid Cash, cash equivalents, and restricted cash are comprised of the following: Beginning of period: Cash and cash equivalents Restricted cash, included in Other assets End of period: Cash and cash equivalents Restricted cash, included in Other assets 616,127 15,775 (233,703) 33,250 1,815 376,907 649,911 (285) — (167,332) (81,706) (23,870) (141,729) 13,750 (4,599) 7,567 505,786 (235,187) 897,500 501,630 (250,223) (114,425) 12,430 (294,167) 517,558 — (988,162) 567,910 (615,390) 10,139 — — (8,079) 13,255 (1,020,327) 3,017 11,397 241,538 255,952 406,141 804,520 722,814 92,808 235,668 5,870 241,538 250,016 5,936 255,952 345,577 17,045 (282,504) 49,421 (536,755) 268,375 34,605 9,452 — 10,697 — 6,108 (116,420) (4,029) 33,576 43 739,010 (1,332,962) 2,185,574 53,322 (207,542) (109,237) 14,295 (207,394) 396,056 128,536 (869,606) 203,576 (698,535) (5,020) — (17,940) (29,922) (53,612) (1,342,523) (207,457) (12,887) 461,882 241,538 353,838 $ $ — $ — 176,580 459,227 2,655 461,882 235,668 5,870 241,538 $ $ $ $ $ 333,781 16,856 (288,717) 52,110 (52,471) 39,411 7,213 27,650 (40,945) 34,796 — 11,913 (23,867) (4,375) 54,058 (12,697) 811,656 (5,350,239) 246,468 1,595,708 (58,932) (67,725) 65,546 (289,239) (3,858,413) 3,407,535 (1,390,994) 559,985 (643,473) 17,815 1,051,229 — — (54,489) 2,947,608 (99,149) 4,662 556,369 461,882 326,406 — — 176,494 549,884 6,485 556,369 459,227 2,655 461,882 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ See accompanying notes to consolidated financial statements. 77 MEDICAL PROPERTIES TRUST, INC. AND SUBSIDIARIES MPT OPERATING PARTNERSHIP, L.P. AND SUBSIDIARIES Notes To Consolidated Financial Statements 1. Organization Medical Properties Trust, Inc., a Maryland corporation, was formed on August 27, 2003, under the Maryland General Corporation Law for the purpose of engaging in the business of investing in, owning, and leasing healthcare real estate. Our operating partnership subsidiary, MPT Operating Partnership, L.P. (the “Operating Partnership”), through which we conduct substantially all of our operations, was formed in September 2003. At present, we own all of the partnership interests in the Operating Partnership and have elected to report our required disclosures and that of the Operating Partnership on a combined basis, except where material differences exist. We operate as a real estate investment trust (“REIT”). Accordingly, we are generally not subject to United States (“U.S.”) federal income tax on our REIT taxable income, provided that we continue to qualify as a REIT and our distributions to our stockholders equal or exceed such taxable income. Similarly, as of July 1, 2023, the majority of our real estate operations in the United Kingdom ("U.K.") operate as a REIT and generally are subject only to a withholding tax on earnings upon distribution out of the U.K. REIT. Certain non-real estate activities we undertake in the U.S. are conducted by entities which we elected to be treated as taxable REIT subsidiaries (“TRS”). Our TRS entities are subject to both U.S. federal and state income taxes. For our properties located outside the U.S. (excluding those assets that are in the U.K. REIT), we are subject to the local income taxes of the jurisdictions where our properties reside and/or legal entities are domiciled; however, we do not expect to incur additional taxes, of a significant nature, in the U.S. from foreign-based income as the majority of such income flows through our REIT. Our primary business strategy is to acquire and develop healthcare facilities and lease the facilities to healthcare operating companies under long-term net leases, which require the tenant to bear most of the costs associated with the property. The majority of our leased assets are owned 100%; however, we do own some leased assets through joint ventures with other partners that share our view that healthcare facilities are part of the infrastructure of any community, which we refer to as investments in unconsolidated real estate joint ventures. We also may make mortgage loans to healthcare operators collateralized by their real estate. In addition, we may make noncontrolling investments in our tenants (which we refer to as investments in unconsolidated operating entities), from time-to- time, typically in conjunction with larger real estate transactions with the tenant, which may enhance our overall return and provide for certain minority rights and protections. Our business model facilitates acquisitions and recapitalizations, and allows operators of healthcare facilities to unlock the value of their real estate to fund facility improvements, technology upgrades, and other investments in operations. At December 31, 2023, we have investments in 439 facilities in 31 states in the U.S., in seven countries in Europe, and one country in South America. Our properties consist of general acute care hospitals, behavioral health facilities, inpatient physical rehabilitation facilities, long-term acute care hospitals, and freestanding ER/urgent care facilities. We manage our business as a single business segment. 2. Summary of Significant Accounting Policies Use of Estimates: The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We believe the estimates and assumptions underlying our consolidated financial statements at December 31, 2023 are reasonable and supportable based on the information available (particularly as it relates to our assessments of the recoverability of our real estate and the adequacy of our credit loss reserves on loans and financing receivables). Actual results could differ from those estimates. Principles of Consolidation: Property holding entities and other subsidiaries of which we own 100% of the equity or have a controlling financial interest evidenced by ownership of a majority voting interest are consolidated. All inter-company balances and transactions are eliminated. For entities in which we own less than 100% of the equity interest, we consolidate the property if we have the direct or indirect ability to control the entities’ activities based upon the terms of the respective entities’ ownership agreements. For these entities, we record a non-controlling interest representing equity held by non-controlling interests. We continually evaluate all of our transactions and investments to determine if they represent variable interests in a variable interest entity ("VIE"). If we determine that we have a variable interest in a VIE, we then evaluate if we are the primary beneficiary of the VIE. The evaluation is a qualitative assessment as to whether we have the ability to direct the activities of a VIE that most significantly impact the entity’s economic performance. We consolidate each VIE in which we, by virtue of or transactions with our investments in the entity, are considered to be the primary beneficiary. 78 At December 31, 2023, we had loans and/or equity investments in certain VIEs, which are also tenants of our facilities. We have determined that we were not the primary beneficiary of these VIEs. The carrying value and classification of the related assets and maximum exposure to loss as a result of our involvement with these VIEs at December 31, 2023 are presented below (in thousands): VIE Type Loans, net Loans, net Equity investments Carrying Amount(1) $ 850,655 149,872 74,840 Asset Type Classification Investments in Unconsolidated Operating Entities Mortgage and other loans Investments in Unconsolidated Operating Entities Maximum Loss Exposure(2) $ 850,655 151,190 74,840 (1) Carrying amount only reflects the net book value of our loan or equity investment in the VIE. (2) Our maximum loss exposure related to loans with VIEs represents our current aggregate gross carrying value of the loan plus accrued interest and any other related assets (such as rent receivables), less any liabilities. Our maximum loss exposure related to our equity investments in VIEs represents the current carrying values of such investments plus any other related assets (such as rent receivables), less any liabilities. For the VIE types above, we do not consolidate the VIE because we do not have the ability to control the activities (such as the day-to-day healthcare operations of our borrowers or investees) that most significantly impact the VIE's economic performance. As of December 31, 2023, we were not required to provide financial support through a liquidity arrangement or otherwise to our unconsolidated VIEs, including circumstances in which they could be exposed to further losses (e.g. cash short falls). Investments in Unconsolidated Entities: Investments in entities in which we have the ability to significantly influence (but not control) are accounted for by the equity method. This includes the five investments in unconsolidated real estate joint ventures at December 31, 2023. Under the equity method of accounting, our share of the investee’s earnings or losses are included in the “Earnings from equity interests” line of our consolidated statements of net income. Except for our joint ventures with Primotop Holdings S.à.r.l. ("Primotop") and Macquarie Asset Management ("MAM") (for which we handle the accounting of), we have elected to record our share of such investee’s earnings or losses on a lag basis (not to exceed three months). The initial carrying value of investments in unconsolidated entities is based on the amount paid to purchase the interest in the investee entity. Subsequently, our investments are increased/decreased by our share in the investees’ earnings/losses and decreased by cash distributions from our investees. To the extent that our cost basis is different from the basis reflected at the investee entity level, the basis difference is generally amortized over the lives of the related assets and liabilities, and such amortization is included in our share of equity in earnings of the investee. We evaluate our equity method investments for impairment based upon a comparison of the fair value of the equity method investment to its carrying value, when impairment indicators exist. If we determine a decline in the fair value of an investment in an unconsolidated investee entity below its carrying value is other-than-temporary, an impairment is recorded. Investments in entities in which we do not control nor do we have the ability to significantly influence and for which there is no readily determinable fair value (such as our investment in affiliates of Steward Health Care System LLC (“Steward”)) are accounted for at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions involving the investee. Cash distributions on these types of investments are recorded to either income upon receipt (if a return on investment) or as a reduction of our investment (if the distributions received are in excess of our share of the investee’s earnings). For similar investments but for which there are readily determinable fair values, such investments are measured at fair value, with unrealized gains and losses recorded in income. Cash and Cash Equivalents: Certificates of deposit, short-term investments with original maturities of three months or less, and money-market mutual funds are considered cash equivalents. The majority of our cash and cash equivalents are held at major commercial banks, which at times may exceed the Federal Deposit Insurance Corporation limit. We have not experienced any losses to-date on our invested cash. Cash and cash equivalents which have been restricted as to its use are recorded in other assets. Revenue Recognition: Our revenues are primarily from leases and loans. For leases, we follow Accounting Standards Codification (“ASC”) 842, “Leases”, (“ASC 842”). ASC 842 sets out the principles for the recognition, measurement, presentation, and disclosure of leases for both parties to a contract (i.e. lessees and lessors). For lessors, we apply this standard as follows: 79 Operating Lease Revenue We receive income from operating leases based on the fixed required rents (base rents) per the lease agreements. Rent revenue from base rents is recorded on the cash basis method, when collectability of the lease payments is not deemed probable. Rent revenue from base rents is recorded on the straight-line method, when collectability of the lease payments is deemed probable, over the terms of the related lease agreements for new leases and the remaining terms of existing leases for those acquired as part of a property acquisition. The straight-line method records the periodic average amount of base rents earned over the term of a lease, taking into account contractual rent increases over the lease term. The straight-line method typically has the effect of recording more rent revenue from a lease than a tenant is required to pay early in the term of the lease. During the later parts of a lease term, this effect reverses with less rent revenue recorded than a tenant is required to pay. Rent revenue, as recorded on the straight-line method, in our consolidated statements of net income is presented as two amounts: rent billed and straight-line rent. Rent billed revenue is the amount of base rent actually billed to our tenants each period as required by the lease. Straight-line rent revenue is the difference between rent revenue earned based on the straight-line method and the amount recorded as rent billed revenue. We record the difference between rent revenues earned and amounts due per the respective lease agreements, as applicable, as an increase or decrease to straight-line rent receivables. Rental payments received prior to their recognition as income are classified as deferred revenue. Financing Lease Revenue Under ASC 842, if an acquisition and subsequent lease of a property back to the seller does not meet the definition of a sale, we must account for the transaction as a financing lease with income recognized using the imputed interest method. Another type of financing lease is a direct financing lease (“DFL”). For leases accounted for as DFLs, the future minimum lease payments are recorded as a receivable at lease inception, while, the difference between the future minimum lease payments and the estimated residual values less the cost of the properties is recorded as unearned income. Unearned income is deferred and amortized to income over the lease term to provide a constant yield when collectability of the lease payments is reasonably assured. Investments in DFLs are presented net of unearned income. Other Leasing Revenue We begin recording base rent income from our development projects when the lessee takes physical possession of the facility, which may be different from the stated start date of the lease. Also, during construction of our development projects, we may be entitled to accrue rent based on the cost paid during the construction period (construction period rent). We accrue construction period rent as a receivable with a corresponding offset to deferred revenue during the construction period. When the lessee takes physical possession of the facility, we begin recognizing the deferred construction period revenue on the straight-line method over the term of the lease. We also receive additional rent (contingent rent) under some leases based on increases in the consumer price index (“CPI”) (or similar index outside the U.S.) or when CPI exceeds the annual minimum percentage increase as stipulated in the lease. Contingent rents are recorded as rent billed revenue in the period earned. Tenant payments for ground leases along with other operating expenses, such as property taxes and insurance, that are paid directly by us and reimbursed by our tenants are presented on a gross basis with the related revenues recorded in “Interest and other income” and the related expenses in “Property-related” in our consolidated statements of net income. All payments of other operating expenses made directly by the tenant to the applicable government or appropriate third-party vendor are recorded on a net basis. Interest Revenue We receive interest income from our tenants/borrowers on mortgage loans, working capital loans, and other long-term loans. Interest income from these loans is recognized as earned based upon the principal outstanding and terms of the loans. Other Revenue Commitment fees received from lessees for development and leasing services are initially recorded as deferred revenue and recognized as income over the initial term of a lease to produce a constant effective yield on the lease (interest method). Commitment and origination fees from lending services are also recorded as deferred revenue initially and recognized as income over the life of the loan using the interest method. 80 Acquired Real Estate Purchase Price Allocation: We account for acquisitions of real estate under asset acquisition accounting rules. Under this accounting standard, we allocate the purchase price (including any third-party transaction costs directly related to the acquisition) of acquired properties to tangible and identified intangible assets acquired and liabilities assumed (if any) based on their relative fair values. In making estimates of fair values for purposes of allocating purchase prices of acquired real estate, we may utilize a number of sources, from time-to-time, including available real estate broker data, independent appraisals that may be obtained in connection with the acquisition, internal data from previous acquisitions or developments, and other market data, including market comparables for significant assumptions such as market rental, capitalization, and discount rates. We also consider information obtained about each property as a result of our pre-acquisition due diligence, marketing, and leasing activities in estimating the fair value of the tangible and intangible assets acquired. We measure the aggregate value of lease intangible assets acquired based on the difference between (i) the property valued with new or in-place leases adjusted to market rental rates and (ii) the property valued as if vacant. Management’s estimates of value are made using methods similar to those used by independent appraisers (e.g., discounted cash flow analysis). Factors considered by management in our analysis include an estimate of carrying costs during hypothetical expected lease-up periods, considering current market conditions, and costs to execute similar leases. We also consider information obtained about each targeted facility as a result of our pre-acquisition due diligence, marketing, and leasing activities in estimating the fair value of the intangible assets acquired. In estimating carrying costs, management includes real estate taxes, insurance, and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods, which we expect to be about six months, but can be longer depending on specific local market conditions. Management also estimates costs to execute similar leases including leasing commissions, legal costs, and other related expenses to the extent that such costs are not already incurred in connection with a new lease origination as part of the transaction. Other intangible assets acquired may include customer relationship intangible values which are based on management’s evaluation of the specific characteristics of each prospective tenant’s lease and our overall relationship with that tenant. Characteristics to be considered by management in allocating these values include the nature and extent of our existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality, and expectations of lease renewals, including those existing under the terms of the lease agreement, among other factors. We amortize the value of our lease intangible assets to expense over the term of the respective leases. If a lease is terminated early, the unamortized portion of the lease intangibles are charged to expense. We record above-market and below-market in-place lease values, if any, for our facilities, which are based on the present value of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease. We amortize any resulting capitalized above-market lease values as a reduction of rental income over the lease term. We amortize any resulting capitalized below-market lease values as an increase to rental income over the lease term. If a lease is terminated early, the unamortized portion of the capitalized above/below market lease value is recognized in rental income at that time. Real Estate and Depreciation: Real estate, consisting of land, buildings and improvements, is maintained at cost. Although typically paid by our tenants, any expenditure for ordinary maintenance and repairs that we pay are expensed to operations as incurred. Significant renovations and improvements, which improve and/or extend the useful life of the asset, are capitalized and depreciated over their estimated useful lives. We record impairment losses on long-lived assets used in operations when events and circumstances indicate that the assets might be impaired and the undiscounted cash flows estimated to be generated by those assets, including an estimated liquidation amount, during the expected holding periods are less than the carrying amounts of those assets. Impairment losses are measured as the difference between carrying value and fair value of the assets. For assets held for sale, we cease recording depreciation expense and adjust the assets’ value to the lower of its carrying value or fair value, less cost of disposal. Fair value is typically based on estimated cash flows discounted at a risk-adjusted rate of interest. We classify real estate assets as held for sale when we have commenced an active program to sell the assets, and in the opinion of management, it is probable the asset will be sold within the next 12 months. Construction in progress includes the cost of land, the cost of construction of buildings, improvements, and fixed equipment, and costs for design and engineering. Other costs, such as interest, legal, property taxes, and corporate project supervision, which can be directly associated with the project during construction, are also included in construction in progress. We commence capitalization of costs associated with a development project when the development of the future asset is probable and activities necessary to get the underlying property ready for its intended use have been initiated. We stop the capitalization of costs when the property is substantially complete and ready for its intended use. 81 Depreciation is calculated on the straight-line method over the estimated useful lives of the related real estate and other assets. Our weighted-average useful lives at December 31, 2023 are as follows: Buildings and improvements Lease intangibles Leasehold improvements Furniture, equipment, and other Credit Losses: 39.1 years 28.0 years 13.9 years 5.3 years Losses from Rent Receivables: For our leases, we review tenant provided financial data and monitor the performance of our tenants in areas generally consisting of: admission levels and surgery/procedure volumes by type; current operating margins; ratio of our tenant's operating margins both to facility rent and to facility rent plus other fixed costs; trends in revenue, cash collections, patient mix; and the effect of evolving healthcare regulations, adverse economic and political conditions, such as rising inflation and interest rates, and other events ongoing on a tenant's profitability and liquidity. Losses from Operating Lease Receivables: We utilize the information above along with the tenant’s payment and default history in evaluating (on a property-by-property basis) whether or not a provision for losses on outstanding billed rent and/or straight-line rent receivables is needed. A provision for losses on rent receivables (including straight-line rent receivables) is ultimately recorded when it becomes probable that the receivable will not be collected in full. The provision is an amount which reduces lease income to the lesser of a) lease payments that have been collected (cash basis) or b) income under the straight-line method. Losses on Financing Lease Receivables: We apply a forward-looking “expected credit loss” model to all of our financing receivables, including financing leases and loans. To do this, we have grouped our financial instruments into two primary pools of similar credit risk: secured and unsecured. The secured instruments include our investments in financing receivables as all are secured by the underlying real estate, among other collateral. Within the two primary pools, we further grouped our instruments into sub-pools based on several tenant/borrower characteristics, including years of experience in the healthcare industry and in a particular market or region and overall capitalization. We then determined a credit loss percentage per pool based on our history over a period of time that closely matches the remaining terms of the financial instruments being analyzed and adjusted as needed for current trends or unusual circumstances. We have applied these credit loss percentages to the book value of the related instruments to establish a credit loss reserve on our financing lease receivables and such credit loss reserve (including the underlying assumptions) is reviewed and adjusted quarterly. If a financing receivable is under performing and is deemed uncollectible based on the lessee’s overall financial condition, we will adjust the credit loss reserve based on the fair value of the underlying collateral. We made the accounting policy election to exclude interest receivables from the credit loss reserve model. Instead, such receivables are impaired and an allowance recorded when it is deemed probable that we will be unable to collect all amounts due. Like operating lease receivables, the need for an allowance is based upon our assessment of the lessee’s overall financial condition, economic resources and payment record, the prospects for support from any financially responsible guarantors, and, if appropriate, the realizable value of any collateral. Financing leases are placed on non-accrual status when we determine that the collectability of contractual amounts is not reasonably assured. If on non-accrual status, we generally account for the financing lease on a cash basis, in which income is recognized only upon receipt of cash. Loans: Loans consist of mortgage loans, working capital loans, and other loans. Mortgage loans are collateralized by interests in real property. Working capital and other loans are typically collateralized by interests in receivables and corporate and individual guarantees. We record loans at cost. Like our financing lease receivables, we establish credit loss reserves on all outstanding loans based on historical credit losses of similar instruments. Such credit loss reserves, including the underlying assumptions, are reviewed and adjusted quarterly. If a loan’s performance worsens and foreclosure is deemed probable for our collateral-based loans (after considering the borrower’s overall financial condition as described above for leases), we will adjust the allowance for expected credit losses based on the current fair value of such collateral at the time the loan is deemed uncollectible. If the loan is not collateralized, the loan will be reserved for/written-off once it is determined that such loan is no longer collectible. Interest receivables on loans are excluded from the forward looking credit loss reserve model; however, we assess their collectability similar to how we assess collectability for interest receivables on financing leases described above. 82 The following table summarizes our credit loss reserves (in thousands): Balance at beginning of the year Provision for credit loss, net Expected credit loss reserve related to financial instruments sold, repaid, or satisfied Balance at end of year December 31, 2023 December 31, 2022 121,146 10,194 (35,339) 96,001 $ $ 48,527 99,009 (26,390) 121,146 $ $ Earnings Per Share/Units: Basic earnings per common share/unit is computed by dividing net income by the weighted-average number of shares/units outstanding during the period. Diluted earnings per common share/unit is calculated by including the effect of dilutive securities. Our unvested restricted stock awards contain non-forfeitable rights to dividends, and accordingly, these awards are deemed to be participating securities. These participating securities are included in the earnings allocation in computing both basic and diluted earnings per common share/unit. Income Taxes: We conduct our business as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (“the Code”). To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute to stockholders at least 90% of our REIT’s ordinary taxable income. As a REIT, we generally pay little U.S. federal and state income tax because of the dividends paid deduction that we are allowed to take. If we fail to qualify as a REIT in any taxable year, we will then be subject to U.S. federal income taxes on our taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for U.S. federal income tax purposes for four years following the year during which qualification is lost, unless the Internal Revenue Service grants us relief under certain statutory provisions. Such an event could materially adversely affect our net income and net cash available for distribution to stockholders. However, we intend to operate in such a manner so that we will remain qualified as a REIT for U.S. federal income tax purposes. Our financial statements include the operations of TRS entities. None of our TRS entities are entitled to a dividends paid deduction and are subject to U.S. federal, state, and local income taxes. Our TRS entities are authorized to provide property development, leasing, and management services for third-party owned properties, and we will make non-mortgage loans to and/or investments in our lessees through these entities. With the property acquisitions and investments in Europe and South America, we are subject to income taxes internationally. However, we do not expect to incur any additional income taxes, of a significant nature, in the U.S. as the majority such income from our international properties flows through our REIT income tax returns. For our TRS entities and international subsidiaries, we determine deferred tax assets and liabilities based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Any increase or decrease in our deferred tax assets/liabilities that results from a change in circumstances and that causes us to change our judgment about expected future tax consequences of events, is reflected in our tax provision when such changes occur. Deferred income taxes also reflect the impact of operating loss carryforwards. A valuation allowance is provided if we believe it is more likely than not that all or some portion of our deferred tax assets will not be realized. Any increase or decrease in the valuation allowance that results from a change in circumstances, and that causes us to change our judgment about our ability to realize the related deferred tax asset, is reflected in our tax provision when such changes occur. The calculation of our income taxes involves dealing with uncertainties in the application of complex tax laws and regulations in a multitude of jurisdictions across our global operations. An income tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of technical merits. However, if a more likely than not position cannot be reached, we record a liability as an offset to the tax benefit and adjust the liabilities when our judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the uncertain tax position liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available. 83 Stock-Based Compensation: We adopted the 2019 Equity Incentive Plan (the “Equity Incentive Plan”) during the second quarter of 2019, which was amended during the second quarter of 2022. Awards of restricted stock and other equity-based awards with service conditions are valued at the average stock price per share on the date of grant and are amortized to compensation expense over the service periods (typically three years), using the straight-line method. Awards that contain market conditions are valued on the grant date using a Monte Carlo valuation model and are amortized to compensation expense over the derived service periods, which correspond to the periods over which we estimate the awards will be earned, which generally range from three to five years, using the straight-line method. Awards with performance conditions are valued at the average stock price per share on the date of grant and are amortized using the straight-line method over the service period, adjusted for the probability of achieving the performance conditions. Forfeitures of stock-based awards are recognized as they occur. Deferred Costs: Costs incurred that directly relate to the offerings of stock are deferred and netted against proceeds received from the offering. Leasing commissions and other third-party leasing costs that would not have been incurred if the lease was not obtained are capitalized as deferred leasing costs and amortized on the straight-line method over the terms of the related lease agreements. Costs identifiable with loans made to borrowers are capitalized and recognized as a reduction in interest income over the life of the loan. Deferred Financing Costs: We generally capitalize financing costs incurred in connection with new financings and refinancings of debt. These costs are amortized over the lives of the related debt as an addition to interest expense. For debt with defined principal re-payment terms, the deferred costs are amortized to produce a constant effective yield on the debt (interest method) and are included within “Debt, net” on our consolidated balance sheets. For debt without defined principal repayment terms, such as our revolving credit facility, the deferred costs are amortized on the straight-line method over the term of the debt and are included as a component of “Other assets” on our consolidated balance sheets. Foreign Currency Translation and Transactions: Certain of our international subsidiaries’ functional currencies are the local currencies of their respective countries. We translate the results of operations of our foreign subsidiaries into U.S. dollars using average rates of exchange in effect during the period, and we translate balance sheet accounts using exchange rates in effect at the end of the period. We record resulting currency translation adjustments in accumulated other comprehensive income (loss), a component of stockholders’ equity/partnership capital on our consolidated balance sheets. Certain of our U.S. subsidiaries will enter into short-term and long-term transactions denominated in a foreign currency from time-to-time. Gains or losses resulting from these foreign currency transactions are revalued into U.S. dollars at the rates of exchange prevailing at the dates of the transactions. The effects of revaluation gains or losses on our short-term transactions are included in other income (expense) in the consolidated statements of income, while the revaluation effects on our long-term investments are recorded in accumulated other comprehensive income (loss) on our consolidated balance sheets. Derivative Financial Investments and Hedging Activities: During our normal course of business, we may use certain types of derivative instruments for the purpose of managing interest rate and/or foreign currency risk. We record our derivative and hedging instruments at fair value on the balance sheet. Changes in the estimated fair value of derivative instruments that are not designated as hedges or that do not meet the criteria for hedge accounting are recognized in earnings. For derivatives designated as cash flow hedges, the change in the estimated fair value of the effective portion of the derivative is recognized in accumulated other comprehensive income (loss) on our consolidated balance sheets, whereas the change in the estimated fair value of the ineffective portion is recognized in earnings. For derivatives designated as fair value hedges, the change in the estimated fair value of the effective portion of the derivatives offsets the change in the estimated fair value of the hedged item, whereas the change in the estimated fair value of the ineffective portion is recognized in earnings. To qualify for hedge accounting, we formally document all relationships between hedging instruments and hedged items, as well as our risk management objective and strategy for undertaking the hedge prior to entering into a derivative transaction. This process includes specific identification of the hedging instrument and the hedge transaction, the nature of the risk being hedged and how the hedging instrument’s effectiveness in hedging the exposure to the hedged transaction’s variability in cash flows attributable to the hedged risk will be assessed. Both at the inception of the hedge and on an ongoing basis, we assess whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flows or fair values of hedged items. In addition, for cash flow hedges, we assess whether the underlying forecasted transaction will occur. We discontinue hedge accounting if a derivative is not determined to be highly effective as a hedge or that it is probable that the underlying forecasted transaction will not occur. Fair Value Measurement: We measure and disclose the estimated fair value of financial assets and liabilities utilizing a hierarchy of valuation techniques based on whether the inputs to a fair value measurement are considered to be observable or unobservable in a marketplace. Observable inputs reflect market data obtained from independent sources, while unobservable inputs 84 reflect our market assumptions. This hierarchy requires the use of observable market data when available. These inputs have created the following fair value hierarchy: • • • Level 1 — quoted prices for identical instruments in active markets; Level 2 — quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and Level 3 — fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. We measure fair value using a set of standardized procedures that are outlined herein for all assets and liabilities which are required to be measured at their estimated fair value on either a recurring or non-recurring basis. When available, we utilize quoted market prices from an independent third party source to determine fair value and classify such items in Level 1. In some instances where a market price is available, but the instrument is in an inactive or over-the-counter market, we apply the dealer (market maker) pricing estimate and classify the asset or liability in Level 2. If quoted market prices or inputs are not available, fair value measurements are based upon valuation models that utilize current market or independently sourced market inputs, such as interest rates, option volatilities, credit spreads, market capitalization rates, etc. Items valued using such internally-generated valuation techniques are classified according to the lowest level input that is significant to the fair value measurement. As a result, the asset or liability could be classified in either Level 2 or 3 even though there may be some significant inputs that are readily observable. Internal fair value models and techniques that have been used by us include discounted cash flow, market approach valuations, and Monte Carlo valuation models. We also consider counterparty’s and our own credit risk on derivatives and other liabilities measured at their estimated fair value. Fair Value Option Election: For our equity investment in the international joint venture and Lifepoint Behavioral Health, ("Lifepoint Behavioral"), as well as our investment in PHP Holdings, along with any related investments such as loans (see Note 3 for more details), we have elected to account for these investments at fair value due to the size of the investments and because we believe this method is more reflective of current values. We have not made a similar election for other investments that exist at December 31, 2023. Leases (Lessee) Pursuant to ASC 842, we are required to apply a dual approach, classifying leases (in which we are the lessee) as either financing or operating leases based on the principle of whether or not the lease is effectively a financed purchase. This classification determines whether lease expense is recognized based on an effective interest method (for finance leases) or on a straight-line basis (for operating leases) over the term of the lease. We record a right-of-use asset and a lease liability for all material leases with a term greater than 12 months regardless of their classification. Leases with a term of 12 months or less are off balance sheet with lease expense recognized on a straight-line basis over the lease term. Reclassifications: Certain amounts in the consolidated financial statements for prior periods have been reclassified to conform to the current period presentation. For the year ended December 31, 2021, $39.4 million has been reclassified from "Other (including fair value adjustments on securities)" to "Real estate and other impairment charges, net" in our consolidated statements of net income. There is no impact to net income. Recent Accounting Developments Segment Reporting In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" ("ASU 2023-07") to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. We do not expect to have a significant impact from the adoption of this standard on our consolidated financial statements and disclosures, as we consider our investments in healthcare real estate, other loans, and any investments in our tenants a single reportable segment. 85 Income Taxes In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" ("ASU 2023-09") which focuses on income tax disclosures regarding effective tax rates and cash income taxes paid. This standard requires public entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit, and (3) provide additional information for certain reconciling items at or above a quantitative threshold of 5% of the statutory tax. Additionally, this standard requires disclosure of income taxes paid (net of refunds), separated by international, federal, state, and local jurisdictions. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. We are currently evaluating the potential impact of the adoption of this standard on our consolidated financial statements. 3. Real Estate and Other Activities New Investments For the years ended December 31, 2023, 2022, and 2021, we acquired or invested in the following net assets (in thousands): Land and land improvements Buildings Intangible lease assets — subject to amortization (weighted-average useful life of 24.8 years in 2023, 21.3 years in 2022, and 34.5 years in 2021) Mortgage loans(1) Investments in unconsolidated real estate joint ventures Investments in unconsolidated operating entities Other loans Liabilities assumed Loans repaid(1) Total net assets acquired 2023 2022 28,916 114,966 $ 135,301 487,698 $ 2021 642,312 2,381,654 16,305 — — 50,000 25,000 — 235,187 (22,900) 212,287 $ $ 45,394 159,735 399,456 131,105 — (25,727) 1,332,962 — 1,332,962 $ $ 262,385 1,113,300 — 1,033,096 — (82,508) 5,350,239 (1,103,410) 4,246,829 $ $ $ (1) The 2023 column includes a $23 million mortgage loan that was converted to fee simple ownership of one property as described under the Lifepoint Transaction below. The 2021 column includes an £800 million mortgage loan advanced to the Priory Group (“Priory”) in the first quarter of 2021 and converted to fee simple ownership of 35 properties in the second quarter of 2021 as described below. 2023 Activity Prospect Transaction In August 2019, we invested in a portfolio of 14 acute care hospitals in three states (California, Pennsylvania, and Connecticut) operated by and master leased to or mortgaged by Prospect Medical Holdings, Inc. ("Prospect") for a combined investment of approximately $1.5 billion. In addition, we originated a $112.9 million term loan cross-defaulted to the master lease and mortgage loan agreements and further secured by a parent guaranty. In the 2022 second quarter, we funded an additional $100 million towards the existing mortgage loan that was secured by a first lien on a California hospital. Prospect's operations were negatively impacted by the coronavirus global pandemic commencing in early 2020, but Prospect remained current with respect to contractual rent and interest payments until the fourth quarter of 2022. Accordingly, and due further to the termination of certain refinancing negotiations between Prospect and certain third parties in early 2023 that would have recapitalized Prospect and provided for payment of unpaid rent and interest, we recorded an approximate $280 million impairment charge in the 2022 fourth quarter. As part of this charge, we reduced the carrying value of the underperforming Pennsylvania properties by approximately $170 million (to approximately $250 million) and reserved all unbilled rent accruals for a total of $112 million. However, Prospect continued to pursue a recapitalization plan, and, in late March 2023, Prospect received a binding commitment from several lenders to provide liquidity to pay down certain debt instruments. Along with these commitments from third-party lenders, we agreed to pursue certain transactions with Prospect as part of their recapitalization plan, including originating a $50 million convertible loan to PHP Holdings, the managed care business of Prospect, in the first quarter of 2023. On May 23, 2023, Prospect completed its recapitalization plan, which included receiving $375 million in new financing from several lenders. Along with this new debt capital from third-party lenders, we agreed to the following restructuring of our then $1.7 billion investment in Prospect including: a) maintaining the master lease covering six California hospitals without any changes in rental rates or escalator provisions, but with cash payments starting in September 2023 for a substantial portion of the contractual 86 monthly rent due on these California properties, b) transitioning the Pennsylvania properties back to Prospect in return for a $150 million first lien mortgage on the facilities, c) providing up to $75 million in a loan secured by a first lien on Prospect's accounts receivable and certain other assets, of which we have funded in full as of December 31, 2023, d) continuing to pursue the previously disclosed sale of the Connecticut properties to Yale New Haven ("Yale"), as more fully described in Note 8 to the consolidated financial statements, and e) obtaining a non-controlling ownership interest in PHP Holdings of approximately $654 million, after applying a discount for lack of marketability, consisting of an approximate $68 million equity investment and $586 million loan convertible into equity of PHP Holdings (collectively, the "Prospect Transaction"). This non-controlling ownership interest was received in exchange for unpaid rent and interest through December 2022, previously unrecorded rent and interest revenue in 2023 totaling approximately $82 million, our $151 million mortgage loan on a California property, our $112.9 million term loan, and other obligations at the time of such investment. Lifepoint Transaction On February 7, 2023, a subsidiary of Lifepoint Health, Inc. ("Lifepoint") acquired a majority interest in Springstone (now Lifepoint Behavioral) (the "Lifepoint Transaction") based on an enterprise value of $250 million. As part of the transaction, we received approximately $205 million in full satisfaction of our initial acquisition loan, including accrued interest, and we retained our minority equity investment in the operations of Lifepoint Behavioral. Separately, we converted a mortgage loan (as part of our initial acquisition in 2021) into the fee simple ownership of a property in Washington, which is leased, along with the other 18 behavioral health hospitals already leased to Lifepoint Behavioral, under the master lease agreement. In connection with the Lifepoint Transaction, Lifepoint extended its current lease with us on eight existing general acute care hospitals by five years to 2041. Other Transactions In the second quarter of 2023, we acquired three inpatient rehabilitation facilities for a total of approximately €70 million. These hospitals are leased to Median Kliniken S.á.r.l ("MEDIAN") pursuant to a long-term master lease with annual inflation-based escalators. On April 14, 2023, we acquired five behavioral health hospitals located in the U.K. for approximately £44 million. These hospitals are leased to Priory pursuant to five separate lease agreements with annual inflation-based escalators. 2022 Activity Macquarie Transaction On March 14, 2022, we completed a transaction with MAM, an unrelated party, to form a partnership (the “Macquarie Transaction”), pursuant to which we contributed eight Massachusetts-based general acute care hospitals that are leased to Steward, and a fund managed by MAM acquired, for cash consideration, a 50% interest in the partnership. The transaction valued the portfolio at approximately $1.7 billion, and we recognized a gain on sale of real estate of approximately $600 million from this transaction, partially offset by the write-off of unbilled straight-line rent receivables. The partnership raised nonrecourse secured debt of 55% of asset value, and we received proceeds, including from the secured debt, of approximately $1.3 billion. We obtained a 50% interest in the real estate partnership valued at approximately $400 million (included in the "Investments in unconsolidated real estate joint ventures" line of our consolidated balance sheets), which is being accounted for under the equity method of accounting. In connection with this transaction, we separated the eight Massachusetts-based facilities into a new master lease with terms generally identical to the other master lease, and the initial fixed lease term of both master leases was extended to 2041. Other Transactions On December 9, 2022, we acquired six behavioral health facilities in the U.K. for £233 million ($286 million), plus customary tax and other transaction costs. These hospitals are leased to Priory pursuant to separate long-term leases with inflation-based escalators. As part of this transaction, the third-party seller of the real estate provided £105 million of seller financing - see Note 4 for further details on this debt. On March 11, 2022, we acquired four general acute care hospitals in Finland for €178 million ($194 million). These hospitals are leased to Pihlajalinna pursuant to a long-term lease with annual inflation-based escalators. We acquired these facilities by purchasing the shares of the real estate holding entities, which included deferred income tax and other liabilities of approximately $26 million. 87 On February 16, 2022, we agreed to participate in an existing syndicated term loan with a term of six years originated on behalf of Priory, of which we funded £96.5 million towards a £100 million participation level in the variable rate loan. Other investments in 2022 included six general acute care facilities. Three general acute care facilities, located throughout Spain, were acquired on April 29, 2022 for €27 million and are leased to GenesisCare pursuant to a long-term lease with annual inflation-based escalators. Two general acute care facilities, one in Arizona and the other in Florida, were acquired on April 18 and 25, 2022, respectively, for approximately $80 million and are leased to Steward pursuant to a master lease agreement with annual inflation-based escalators. The other general acute care facility, located in Colombia, was acquired on July 29, 2022 for $26 million and is leased to Fundación Cardiovascular de Colombia pursuant to a long-term lease with inflation-based escalators. 2021 Activity Priory Group Transaction On January 19, 2021, we completed the first of two phases in the Priory transaction in which we funded an £800 million interim mortgage loan on an identified portfolio of Priory real estate assets in the U.K. On June 25, 2021, we completed the second phase of the transaction in which we converted this mortgage loan to fee simple ownership in a portfolio of 35 select real estate assets from Priory (which is ultimately owned by two Waterland Private Equity funds (“Waterland Fund”) through its ownership of MEDIAN) in individual sale-and-leaseback transactions. Therefore, the net aggregate purchase price for the real estate assets we acquired from Priory was approximately £800 million, plus customary stamp duty, tax, and other transaction costs. As part of the real estate acquisition (for which some of the assets were acquired by the share purchase of real estate holding entities), we incurred deferred income tax liabilities and other liabilities of approximately £47.1 million. In addition to the real estate investment, on January 19, 2021, we made a £250 million acquisition loan to Waterland Fund, in connection with the closing of Waterland Fund’s acquisition of Priory, which was repaid in full plus interest on October 22, 2021. Finally, we acquired a 9.9% passive equity interest in the Waterland Fund affiliate that indirectly owns Priory. Other Transactions On December 2, 2021, we acquired the remaining 50% interest in a general acute hospital operated by IMED Hospitales ("IMED") in Valencia, Spain, which was formerly owned by our joint venture partner. We followed the asset acquisition cost accumulation model to account for this acquisition and included the carrying amount of our previously held equity interest, along with the approximately €46 million consideration paid and direct transaction costs incurred, in determining the total cost allocated to the net assets acquired. On October 21, 2021, we acquired an acute care facility in Portugal for €17.8 million. This facility is leased to Atrys Health pursuant to a long-term master lease with annual escalations. On October 19, 2021, we invested in 18 inpatient behavioral health facilities throughout the U.S. and an interest in the operations of Springstone (now Lifepoint Behavioral) for total consideration of $950 million (including an acquisition loan of approximately $185 million), plus closing and other transaction costs. We also incurred deferred income tax liabilities of approximately $8.0 million. After the Lifepoint Transaction in 2023, these facilities are now leased to Lifepoint Behavioral pursuant to a long-term master lease with annual escalations and multiple extension options. On August 1, 2021, we completed the acquisition of five general acute care hospitals located in South Florida for approximately $900 million, plus closing and other transaction costs. These hospitals are leased to Steward pursuant to a master lease, with annual inflation-based escalators. On July 6, 2021, we acquired four acute care hospitals and two on-campus medical office buildings in Los Angeles, California for $215 million. These hospitals are leased to Pipeline Health System, LLC ("Pipeline") pursuant to a long-term lease with annual inflation-based escalators. On July 6, 2021, we also acquired an acute care hospital in Stirling, Scotland for £15.6 million. This hospital is leased to Circle Health Ltd. (“Circle”) pursuant to a long-term lease with annual inflation-based escalators. On April 16, 2021, we made a CHF 145 million investment in Swiss Medical Network, our tenant via our Infracore SA ("Infracore") equity investment. On January 8, 2021, we made a $335 million loan to affiliates of Steward, all of the proceeds of which were used to redeem a similarly sized convertible loan held by Steward’s former private equity sponsor. 88 Development Activities See table below for a status summary of our current development projects (in thousands): Property IMED (Spain) Lifepoint Behavioral Health (Texas) IMED (Spain) IMED (Spain) Commitment Costs Incurred as of December 31, 2023 Estimated Rent Commencement Date $ $ 50,099 31,600 37,879 51,984 171,562 $ $ 49,534 24,023 17,876 18,640 110,073 1Q 2024 1Q 2024 3Q 2024 1Q 2025 We have two other development projects ongoing in Texas (Wadley development) and Massachusetts (Norwood redevelopment). These are not highlighted above given the ongoing restructuring of Steward. However, on a combined basis, we have spent approximately $350 million through December 31, 2023. Separately, on the Norwood redevelopment, we have approximately $150 million, net of payments received to date, due to us from a combination of recovery receivables (included in "Other assets" in the consolidated balance sheets) associated with the damage to the original facility in 2020 and a $50 million advance (reflected in "Other loans" in the consolidated balance sheets) made to Steward in the first half of 2023 that is secured by, among other things, proceeds from Steward's business interruption insurance claims. 2023 Activity During 2023, we completed construction and began recording rental income on one inpatient rehabilitation facility located in Lexington, South Carolina, which commenced rent on July 1, 2023 and another inpatient rehabilitation facility located in Stockton, California, which commenced rent on May 1, 2023. Both of these facilities are leased to Ernest Health, Inc. ("Ernest") pursuant to an existing long-term master lease. 2022 Activity During 2022, we completed construction and began recording rental income on an inpatient rehabilitation facility located in Bakersfield, California. This facility commenced rent on March 1, 2022 and is leased to Ernest pursuant to an existing long-term master lease. Disposals 2023 Activity On March 30, 2023, we entered into a definitive agreement to sell our 11 general acute care facilities located in Australia and operated by Healthscope Ltd. ("Healthscope") (the "Australia Transaction") to affiliates of HMC Capital for cash proceeds of approximately A$1.2 billion. As a result, we designated the Australian portfolio as held for sale in the first quarter of 2023 and have recorded approximately $86 million of net impairment charges, which included $37.4 million of straight-line rent receivables and approximately $8 million in fees to sell the hospitals. This impairment charge was partially offset by approximately $8 million of deferred gains from our interest rate swap and foreign currency translation in accumulated other comprehensive income that was reclassified to earnings as part of the transaction. This transaction was set to close in two phases. The first phase closed on May 18, 2023, in which we sold seven of the 11 facilities for A$730 million, and the final phase closed on October 10, 2023, in which we sold the remaining four facilities for approximately A$470 million. On March 8, 2023, we received notice that Prime Healthcare Services, Inc. ("Prime") planned to exercise its right to repurchase from us the real estate associated with one master lease for approximately $100 million. As such, we recorded an approximate $11 million non-cash impairment charge in the first quarter of 2023 related to unbilled rent on the three facilities that were sold. On July 11, 2023, Prime acquired the three facilities for $100 million. 89 Summary of Operations for Assets Disposed in 2023 The following represents the operating results from properties sold for the periods presented (in thousands): Revenues Real estate depreciation and amortization Property-related expenses Real estate and other impairment charges(1) Other (expense) income (Loss) income from real estate dispositions, net For the Year Ended December 31, 2022 2021 2023 $ $ $ 37,332 (4,991) (2,467) (96,405) (1,661) (68,192) $ 75,084 (20,312) (5,492) — (1,082) 48,198 $ $ 75,464 (21,467) (3,479) — (1,075) 49,443 (1) Includes an approximate $86 million net impairment charge (including $37.4 million of straight-line rent write-offs) associated with the Australia Transaction and an approximate $11 million impairment charge associated with the repurchase of three Prime facilities. 2022 Activity On March 14, 2022, we completed the previously described partnership with MAM, in which we sold the real estate of eight Massachusetts-based general acute care hospitals, with a fair value of approximately $1.7 billion. See "New Investments" in this same Note 3 for further details on this transaction. During 2022, we also completed the sale of 15 other facilities (including 11 properties sold on September 1, 2022 to Prime for proceeds of $366 million) and five ancillary properties for total proceeds of approximately $522 million and recognized a gain on the sale of real estate of approximately $100 million, along with a $42 million write-off of straight-line rent receivables due to the early termination of certain properties' expected lease terms. 2021 Activity During the 2021 fourth quarter, we sold our interest in the operations of three operators (two of which were in Germany) for proceeds of approximately $54.5 million, resulting in a net gain of approximately $40 million. During 2021, we also completed the sale of 16 facilities and an ancillary property for approximately $246 million, resulting in a net gain on real estate of approximately $52.5 million. The properties sold during 2023, 2022, and 2021 do not meet the definition of discontinued operations. Intangible Assets At December 31, 2023 and 2022, our intangible lease assets were $1.0 billion ($0.9 billion, net of accumulated amortization) and $1.4 billion ($1.2 billion, net of accumulated amortization), respectively. We recorded amortization expense related to intangible lease assets of $332.5 million (including $286 million for accelerating the amortization of the in-place lease intangibles related to the Utah properties associated with the Steward Utah Transaction as described in this same Note 3), $55.9 million, and $56.0 million in 2023, 2022, and 2021, respectively, and expect to recognize amortization expense from existing lease intangible assets as follows (amounts in thousands): For the Year Ended December 31: 2024 2025 2026 2027 2028 $ 40,934 40,081 39,933 39,664 39,330 As of December 31, 2023, capitalized lease intangibles have a weighted-average remaining life of 24.0 years. Leasing Operations (Lessor) We acquire and develop healthcare facilities and lease the facilities to healthcare operating companies. The initial fixed lease terms of these infrastructure-type assets are typically at least 15 years, and most include renewal options at the election of our tenants, generally in five year increments. Over 99% of our leases provide annual rent escalations based on increases in the CPI (or similar indices outside the U.S.) and/or fixed minimum annual rent escalations. Many of our domestic leases contain purchase options with 90 pricing set at various terms but in no case less than our total initial investment. Our leases typically require the tenant to handle and bear most of the costs associated with our properties including repair/maintenance, property taxes, and insurance. The following table summarizes total future minimum lease payments to be received, excluding operating expense reimbursements, tenant recoveries, and other lease/loan-related adjustments to revenue (i.e., straight-line rents, deferred revenues, or reserves/write-offs), from tenants under noncancelable leases as of December 31, 2023 (amounts in thousands): 2024 2025 2026 2027 2028 Thereafter Total Under Operating Leases Total Under Financing Leases $ $ 979,053 994,198 1,010,217 1,064,958 1,077,981 25,489,598 30,616,005 $ $ 111,929 114,224 116,566 118,954 121,390 3,079,714 3,662,777 $ $ Total 1,090,982 1,108,422 1,126,783 1,183,912 1,199,371 28,569,312 34,278,782 For all of our properties subject to lease, we are the legal owner of the property and the tenant's right to use and possess such property is guided by the terms of a lease. At December 31, 2023, we account for all of these leases as operating leases, except where GAAP requires alternative classification, including leases on 13 Ernest facilities that are accounted for as DFLs and leases on nine of our Prospect facilities and five of our Ernest facilities that are accounted for as a financing. The components of our total investment in financing leases consisted of the following (in thousands): Minimum lease payments receivable Estimated unguaranteed residual values Less: Unearned income and allowance for credit loss Net investment in direct financing leases Other financing leases (net of allowance for credit loss) Total investment in financing leases As of December 31, 2023 As of December 31, 2022 $ $ 611,669 203,818 (571,059) 244,428 987,202 1,231,630 $ $ 880,253 203,818 (731,915) 352,156 1,339,167 1,691,323 The decrease in our investment in financing leases during 2023 is the result of selling three Prime facilities in the third quarter of 2023 and the sale of four Pennsylvania properties as part of the Prospect Transaction. Other Leasing Activities At December 31, 2023, our vacant properties represent less than 0.3% of total assets. We are in various stages of either releasing or selling these vacant properties. See below for an update on some of our tenants: Steward Health Care System Utah Transaction On May 1, 2023, Catholic Health Initiatives Colorado ("CHIC"), a wholly owned subsidiary of CommonSpirit Health ("CommonSpirit"), acquired the Utah hospital operations of five general acute care facilities previously operated by Steward (the "Steward Utah Transaction"). As a result of this transaction, we received $100 million on May 1, 2023, of the $150 million loan made in the 2022 second quarter (see "Other Investment Activities" in this same Note 3 for details). The new lease with CHIC for these Utah assets had an initial fixed term of 15 years with annual escalation provisions, along with early lessee purchase options at the greater of fair market value or our gross investment. As part of this transaction, we severed these facilities from the master lease with Steward, and accordingly accelerated the amortization of the associated in-place lease intangibles (approximately $286 million) and wrote-off approximately $95 million of straight-line rent receivables in 2023. Operational and Liquidity Challenges Steward delayed paying a portion of its September 2023 rent and paid only $16 million of its required $70 million of rent and interest obligations (including our share of rent due to the Massachusetts partnership with MAM) for the 2023 fourth quarter. Due to these payment shortfalls, we have engaged financial and legal advisors to advise us on our best options to protect our investments, 91 including the recovery of unpaid rent and interest. To this point, we funded a $60 million bridge loan in January 2024 secured by our existing collateral as well as new second liens on the managed care business of Steward. As discussed in Note 13 to the consolidated financial statements, we and certain of Steward’s asset backed lenders agreed to a new bridge facility in February 2024 and have funded an additional $37.5 million each to Steward. In addition to these fundings, we agreed to a forbearance agreement in which we consented to the deferral of unpaid rent and interest through December 2023, as well as a limited and tapering deferral of rent in 2024. Partial rent payments began in 2024, and we have received approximately $20 million through February 22, 2024. Per the forbearance agreement, full rent and interest payments are required to resume in June 2024. Due to the operational and liquidity challenges that Steward is facing, we moved to the cash basis of accounting for our leases and loans with Steward effective December 31, 2023. This resulted in the reserving of all unpaid rent and interest receivables at December 31, 2023 and the reversal of previously recognized straight-line rent receivables. See table below for a detail of these and other charges recorded related to our investments in Steward in the 2023 fourth quarter (in millions): Description Amount Reserve of unpaid rent and lease incentives Reserve of straight-line rent receivables Reserve of unpaid interest receivables Impairment charge on equity investment and other assets (1) Impairment charge on real estate assets (2) Reserve of unpaid rent and straight-line rent receivables in the MAM partnership $ $ Income Statement Classification Rent billed Straight-line rent Interest and other income Real estate and other impairment charges, net Real estate and other impairment charges, net Earnings from equity interests 154 224 35 171 100 30 714 For our non-real estate investments in Steward, we compared our carrying value of all such investments to the fair value of the underlying collateral, which resulted in a $90 million impairment to our equity investment. The remaining charge relates to reserving for other outstanding receivables, including receivables for reimbursement of property taxes and insurance. For the real estate leased to Steward, we made a comparison of the projected undiscounted future cash flows with the net book value of each asset. For less than 10 of these properties, the carrying value was deemed not recoverable, and we recorded an impairment charge to reduce the carrying value to its estimated fair value. In estimating fair value for these properties, we, along with assistance from a third-party, independent valuation firm, used a combination of cost, market and income approaches using Level 3 inputs. The cost approach used comparable sales to value the land and cost manuals to value the improvements. The value derived from the market approach was based on sale prices of similar properties. For the income approach, we divided the expected operating income (i.e. rent revenue less expenses, if any) from the property by a market capitalization rate (range from 6.5% to 9.5%). Total (1) (2) At December 31, 2023 and after the impairment charges discussed above, we believe our remaining investment in real estate leased to Steward, our equity and loan investments in Steward, and other assets are fully recoverable. However, no assurances can be given that Steward will be able to comply with the terms of the forbearance agreement, that we will be able to re-tenant or sell properties at favorable terms, or we will not have any additional impairments in future periods. Alecto Healthcare Services LLC On June 16, 2023, Alecto Healthcare Services LLC ("Alecto") filed for Chapter 11 bankruptcy in Delaware. At the time, we leased one property to Alecto in Sherman, Texas that has a net book value of approximately $11 million at December 31, 2023. We accounted for this lease with Alecto under the cash basis and did not recognize any revenue related to this property in the 2023 third or fourth quarters. As a result of this bankruptcy, we entered into a restructuring agreement involving the Sherman facility and American Healthcare Systems. Effective January 1, 2024, American Healthcare Systems is our new tenant, working under the terms of the existing lease that was in place with a term ending in January 2039. Prospect Starting January 1, 2023, we began accounting for our leases and loans to Prospect on a cash basis versus our normal accrual method. During 2023, we recognized approximately $96 million of revenue. Of this, approximately $82 million was recorded as part of the Prospect Transaction, in which we received additional investments in PHP Holdings, in lieu of cash, for the rent and interest that was owed. Subsequent to the Prospect Transaction, we recognized approximately $14 million of revenue representing cash received for rents on our California properties (in line with the amended terms of the master lease), rent on our Connecticut properties, and interest on the $75 million loan discussed earlier in this Note 3. 92 In regard to PHP Holdings, we account for our investment (both the equity investment and convertible loan) using the fair value option method. Each quarter, we mark such investment to fair value as more fully described in Note 10 to the consolidated financial statements. Subsequent to the Prospect Transaction in May 2023, we have recorded approximately $45 million of positive fair value adjustments, resulting in a total investment in PHP Holdings of approximately $700 million at December 31, 2023. At December 31, 2023, we believe our remaining investment in the Prospect real estate, our investment in PHP Holdings, and other assets are fully recoverable, but no assurances can be given that we will not have any impairments in future periods. Pipeline Health System On October 2, 2022, Pipeline filed for reorganization relief under Chapter 11 protection of the United States Bankruptcy Code in the Southern District of Texas, while keeping its hospitals open to continue providing care to the communities served. On February 6, 2023, Pipeline emerged from bankruptcy. Per the bankruptcy settlement, Pipeline's current lease of our California assets remains in place, and we were repaid on February 7, 2023 for all rent that was outstanding at December 31, 2022, along with what was due for the first quarter of 2023. As part of the settlement, we deferred approximately $6 million, or approximately 30%, of rent in 2023 to be paid in 2024 with interest. As of December 31, 2023, Pipeline, representing less than 1.3% of total assets, was in compliance with the terms of our lease. Other Tenant Matters We have two other domestic operators that have seen a decline in operating results. For the properties leased to these operators and our loan to the international joint venture (combined representing approximately 2.5% of our total assets at December 31, 2023), we have determined that it is no longer probable that these tenants/borrower will be able to pay their future rent/interest in full. As a result, we reserved approximately $95 million of unpaid rent/interest receivables and straight-line rent receivables between the third and fourth quarters of 2023 and will account for future rent/interest for these operators under the cash method. We are currently in various stages of either selling or re-tenanting the related facilities. At December 31, 2023, we believe these real estate and loan investments are fully recoverable. However, no assurances can be given that we will not have any additional impairments in future periods. Investments in Unconsolidated Entities Investments in Unconsolidated Real Estate Joint Ventures Our primary business strategy is to acquire real estate and lease to providers of healthcare services. Typically, we directly own 100% of such investments. However, from time-to-time, we will co-invest with other investors that share a similar view that hospital real estate is a necessary infrastructure-type asset in communities. In these types of investments, we will own undivided interests of less than 100% of the real estate and share control over the assets through unconsolidated real estate joint ventures. The underlying real estate and leases in these unconsolidated real estate joint ventures are generally structured similarly and carry a similar risk profile to the rest of our real estate portfolio. The following is a summary of our investments in unconsolidated real estate joint ventures by operator (amounts in thousands): Operator Swiss Medical Network MEDIAN Steward (Macquarie Transaction) Policlinico di Monza HM Hospitales Total Ownership Percentage 70% 50% 50% 50% 45% $ $ As of December 31, 2023 As of December 31, 2022 472,434 471,336 394,052 80,562 56,071 1,474,455 $ $ 454,083 482,735 417,701 86,245 57,139 1,497,903 For 2023 and 2022, we received $69 million and $77 million, respectively, in dividends from these real estate joint ventures. Investments in Unconsolidated Operating Entities Our investments in unconsolidated operating entities are noncontrolling investments that are typically made in conjunction with larger real estate transactions in which the operators are vetted as part of our overall underwriting process. In many cases, we would 93 not be able to acquire the larger real estate portfolio without such investments in operators. These investments also offer the opportunity to enhance our overall return and provide for certain minority rights and protections. The following is a summary of our investments in unconsolidated operating entities (amounts in thousands): Operator PHP Holdings Steward (loan investment) International joint venture Swiss Medical Network Priory Aevis Victoria SA ("Aevis") Steward (equity investment) Aspris Children's Services ("Aspris") Lifepoint Behavioral Caremax Prospect Total As of December 31, 2023 As of December 31, 2022 $ $ 699,535 361,591 225,960 186,113 163,837 77,345 35,696 15,986 11,429 1,148 — 1,778,640 $ $ — 362,831 231,402 157,145 156,575 72,904 125,862 16,023 200,827 8,526 112,777 1,444,872 The change year over year primarily relates to the payoff of the Lifepoint Behavioral loan in February 2023, as part of the Lifepoint Transaction, and the new investment in PHP Holdings, as more fully described previously in the Prospect Transaction. For our investments marked to fair value, we recorded approximately $45 million in favorable non-cash fair value adjustments during 2023 as shown in the "Other (including fair value adjustments on securities)" line of the consolidated statements of net income; whereas, this was a $2.3 million favorable non-cash fair value adjustment for 2022. The amount recorded in 2023 includes an approximate $45 million favorable fair market value adjustment to our investment in PHP Holdings and an approximate CHF 20 million favorable adjustment to our investment in Swiss Medical Network, partially offset by decreases in value from marking other securities to market, including our equity investment in the international joint venture. Other Investment Activities In 2023, we invested approximately $105 million for a participation in Steward's syndicated asset-backed credit facility, and we loaned an additional $40 million. On August 17, 2023, we sold the $105 million interest to a global asset manager for approximately $100 million, and Steward agreed to repay the remaining balance with interest at the credit facility rate. Steward repaid approximately $2 million of this $5 million loan on November 3, 2023. Also in 2023, we received repayment of the CHF 60 million mortgage loan from Infracore that was originally made in the fourth quarter of 2022. In 2022, we funded $150 million to Steward pursuant to a secured loan. The loan bears interest at a current market rate plus a component of additional interest upon repayment. The loan is prepayable without penalty ($100 million of which was repaid as part of the Steward Utah Transaction) and due January 1, 2028. 94 Concentrations of Credit Risks We monitor concentration risk in several ways due to the nature of our real estate assets that are vital to the communities in which they are located and given our history of being able to replace inefficient operators of our facilities, if needed, with more effective operators. See below for our concentration details (dollars in thousands): Total Assets by Operator Operators Steward Circle Priory Prospect Lifepoint Behavioral Health Other operators Other assets Total As of December 31, 2023 As of December 31, 2022 Total Assets (1) Percentage of Total Assets Total Assets (1) Percentage of Total Assets $ $ 3,518,537 2,119,392 1,391,005 1,092,974 813,527 7,352,012 2,017,397 (2) 18,304,844 19.2% $ 11.6% 7.6% 6.0% 4.4% 40.2% 11.0% 100.0% $ 4,762,673 2,062,474 1,290,213 1,483,599 985,959 7,461,923 1,611,159 19,658,000 24.2% 10.5% 6.6% 7.5% 5.0% 38.0% 8.2% 100.0% (1) (2) Total assets by operator are generally comprised of real estate assets, mortgage loans, investments in unconsolidated real estate joint ventures, investments in unconsolidated operating entities, and other loans. Includes our investment in PHP Holdings of $700 million as part of the Prospect Transaction as further described in this same Note 3. Total Assets by U.S. State and Country (a) U.S. States and Other Countries Texas Florida California Utah Massachusetts All other states Other domestic assets Total U.S. United Kingdom Switzerland Germany Spain Finland All other countries Other international assets Total international Grand total Total Assets by Facility Type (a) Facility Types General acute care hospitals Behavioral health facilities Inpatient rehabilitation hospitals Long-term acute care hospitals Freestanding ER/urgent care facilities Other assets Total As of December 31, 2023 As of December 31, 2022 Total Assets Percentage of Total Assets Total Assets Percentage of Total Assets $ $ $ $ $ 1,891,482 1,348,210 1,252,674 824,048 732,550 3,726,145 1,397,170 11,172,279 4,261,944 735,891 734,630 252,529 218,322 309,022 620,227 7,132,565 18,304,844 10.3% $ 7.4% 6.8% 4.5% 4.0% 20.4% 7.6% 61.0% $ 23.3% $ 4.0% 4.0% 1.4% 1.2% 1.7% 3.4% 39.0% $ 100.0% $ 1,967,948 1,324,555 1,450,112 1,224,484 761,694 4,245,306 1,028,946 12,003,045 4,083,244 748,947 664,900 222,316 224,152 1,129,183 582,213 7,654,955 19,658,000 10.0% 6.8% 7.4% 6.2% 3.9% 21.6% 5.2% 61.1% 20.8% 3.8% 3.4% 1.1% 1.1% 5.7% 3.0% 38.9% 100.0% As of December 31, 2023 As of December 31, 2022 Percentage of Total Assets 64.3% $ 14.1% 7.9% 1.5% 1.2% 11.0% 100.0% $ Total Assets 13,386,376 2,727,326 1,418,603 277,772 236,764 1,611,159 19,658,000 Percentage of Total Assets 68.1% 13.9% 7.2% 1.4% 1.2% 8.2% 100.0% Total Assets 11,764,151 2,576,983 1,445,399 270,849 230,065 2,017,397 18,304,844 $ $ 95 (a) For geographic and facility type concentration metrics in the tables above, we allocate our investments in operating entities pro rata based on the gross book value of the real estate. Such pro rata allocations are subject to change from period to period. From a revenue concentration perspective and excluding reserves recorded during the year, Steward, Circle, and Prospect individually represented more than 10% of our total revenues for the years ended December 31, 2023, 2022, and 2021. On an individual property basis, our largest investment in any single property was approximately 2% of our total assets as of December 31, 2023. Related Party Transactions Revenues earned from tenants and real estate joint ventures in which we had an equity interest (accounted for under either the equity or fair value option methods) during the year were $83.0 million, $135.5 million, and $63.9 million for 2023, 2022, and 2021, respectively. 4. Debt The following is a summary of debt (dollar amounts in thousands): Revolving credit facility(A) Term loan British pound sterling secured term loan due 2024(B) British pound sterling term loan due 2025(B) Australian term loan facility(B) 2.550% Senior Unsecured Notes due 2023(B) 3.325% Senior Unsecured Notes due 2025(B) 0.993% Senior Unsecured Notes due 2026(B) 2.500% Senior Unsecured Notes due 2026(B) 5.250% Senior Unsecured Notes due 2026 5.000% Senior Unsecured Notes due 2027 3.692% Senior Unsecured Notes due 2028(B) 4.625% Senior Unsecured Notes due 2029 3.375% Senior Unsecured Notes due 2030(B) 3.500% Senior Unsecured Notes due 2031 Debt issue costs and discount, net As of December 31, 2023 As of December 31, 2022 1,514,420 200,000 133,484 891,170 320,164 — 551,950 551,950 636,550 500,000 1,400,000 763,860 900,000 445,585 1,300,000 10,109,133 (44,897) 10,064,236 $ $ $ 929,584 200,000 126,690 845,810 817,560 483,320 535,250 535,250 604,150 500,000 1,400,000 724,980 900,000 422,905 1,300,000 10,325,499 (57,087) 10,268,412 $ $ $ (A) Includes £322 million of GBP-denominated borrowings and €303 million of Euro-denominated borrowings that reflect the applicable exchange rates at December 31, 2023. (B) Non-U.S. dollar denominated debt that reflects the exchange rates at period-end. As of December 31, 2023, principal payments due on our debt (which exclude the effects of any discounts, premiums, or debt issue costs recorded) are as follows (amounts in thousands): 2024 2025 2026 2027 2028 Thereafter Total $ $ 453,648 1,443,120 3,202,920 1,600,000 763,860 2,645,585 10,109,133 96 2023 Activity In 2023, we purchased approximately £50 million of our 2.550% Senior Unsecured Notes due 2023 at a discounted price and yield averaging approximately 13%. As a result of this prepayment, we realized an approximate $1.1 million gain. On December 5, 2023, we fully paid off the remaining £350 million balance of our 2.550% Senior Unsecured Notes due 2023 with cash on-hand and proceeds from our unsecured credit facility ("Credit Facility"). On May 18, 2023, we completed the first phase of the Australia Transaction in which we sold seven of the 11 Australia facilities for A$730 million. We used the proceeds from the first phase of this sale to prepay A$730 million of the A$1.2 billion Australian term loan. As a result of this prepayment, we incurred approximately $0.8 million to accelerate the amortization of related debt issue costs. The final phase closed on October 10, 2023, in which we sold the remaining four facilities for approximately A$470 million and used the proceeds to pay down our revolving credit facility. Credit Facility On May 6, 2022, we increased the amount of our Credit Facility by $500 million by exercising the accordion feature. In addition, our revolver and U.S. dollar term loan were modified with Secured Overnight Financing Rate as a replacement reference rate to U.S. dollar LIBOR. Currently, our Credit Facility includes a $1.8 billion unsecured revolving loan facility and a $200 million unsecured term loan facility. On June 29, 2022, we amended our Credit Facility. The amendment extended the maturity date of our revolving facility to June 30, 2026 with our option to extend for an additional 12 months. The maturity date of our $200 million unsecured term loan facility was extended to June 30, 2027. Additionally, we may request incremental term loan and/or revolving loan commitments in an aggregate amount not to exceed $1 billion. Under the amended Credit Facility and at our election, loans may be made as either ABR Loans or Term Benchmark Loans. The applicable margin for term loans that are ABR Loans is adjustable on a sliding scale from 0.00% to 0.70% based on current credit rating. The applicable margin for term loans that are Term Benchmark Loans is adjustable on a sliding scale from 0.875% to 1.70% based on current credit rating. The applicable margin for revolving loans that are ABR Loans is adjustable on a sliding scale from 0.00% to 0.50% based on current credit rating. The applicable margin for revolving loans that are Term Benchmark Loans or RFR Loans, as defined in the Credit Facility agreement, is adjustable on a sliding scale from 0.80% to 1.50% based on current credit rating. The facility fee is adjustable on a sliding scale from 0.125% to 0.30% based on current credit rating and is payable on the revolving loan facility. During 2023, our credit rating negatively changed, resulting in adjustments to the applicable margin by 0.375% and an increase to the facility fee from 0.25% to 0.30%. At December 31, 2023, we had $1.5 billion outstanding on the revolving credit facility, whereas, we had $929.6 million outstanding on our revolving credit facility at December 31, 2022. At December 31, 2023 and 2022, our availability under our revolving credit facility was $0.3 billion and $0.9 billion, respectively. The weighted-average interest rate on the revolving facility was 5.9% and 3.8% during 2023 and 2022, respectively. At December 31, 2023 and 2022, the interest rate in effect on our term loan was 7.2% and 5.7%, respectively. Non-U.S. Term Loans British Pound Sterling Term Loan due 2024 On December 9, 2022, we entered into a £105 million secured sterling-denominated term loan, of which we used to partially fund the Priory acquisition on the same date. This term loan matures on December 9, 2024, and has a fixed interest rate of 5.250%. British Pound Sterling Term Loan due 2025 On January 6, 2020, we entered into a £700 million unsecured sterling-denominated term loan with Bank of America, N.A., as administrative agent, and several lenders from time-to-time are parties thereto. The term loan matures on January 15, 2025. The applicable margin under the term loan is adjustable based on a pricing grid from 0.85% to 1.65% dependent on our current credit rating. On March 4, 2020, we entered into an interest rate swap transaction (effective March 6, 2020) to fix the interest rate to approximately 0.70% for the duration of the loan. The applicable margin for the pricing grid (which can vary based on our credit rating) increased from 1.25% to 1.65% on March 10, 2023 with the change in credit rating, for an all-in fixed rate at December 31, 2023 of 2.349%. 97 Australian Term Loan On May 23, 2019, we entered into an A$1.2 billion term loan with Bank of America, N.A., as administrative agent, and several lenders from time-to-time are parties thereto. The term loan matures on May 23, 2024. The interest rate under the term loan is adjustable based on a pricing grid from 0.85% to 1.65%, dependent on our current senior unsecured credit rating. On June 27, 2019, we entered into an interest rate swap transaction (effective July 3, 2019) to fix the interest rate to approximately 1.20% for the duration of the loan as long as the reference rate stays above 0.00%. The current applicable margin for the pricing grid (which can vary based on our credit rating) increased from 1.25% to 1.65% on March 10, 2023 with the change in credit rating, for an all-in fixed rate at December 31, 2023 of 2.85%. As noted earlier, on May 18, 2023, we prepaid A$730 million of this term loan. Interest Rate Swaps At December 31, 2023, we had a derivative asset of approximately $43 million related to the combination of the sterling- denominated term loan interest rate swap and the Australian dollar term loan interest rate swap. At December 31, 2022, we had a derivative asset of approximately $93.2 million related to the combination of the sterling-denominated term loan interest rate swap and the Australian dollar term loan interest rate swap. Derivative assets are included in “Other assets” on our consolidated balance sheets. Senior Unsecured Notes The following are the basic terms of our senior unsecured notes at December 31, 2023 (par value amounts in thousands): Offering Completion Date March 24, 2017 October 6, 2021 March 24, 2021 July 22, 2016 3.325% Senior Unsecured Notes due 2025 0.993% Senior Unsecured Notes due 2026 2.500% Senior Unsecured Notes due 2026 5.250% Senior Unsecured Notes due 2026 5.000% Senior Unsecured Notes due 2027 June 5, 2028 3.692% Senior Unsecured Notes due 2028 December 5, 2019 August 1, 2029 4.625% Senior Unsecured Notes due 2029 3.375% Senior Unsecured Notes due 2030 April 24, 2030 3.500% Senior Unsecured Notes due 2031 December 4, 2020 March 15, 2031 500,000 500,000 500,000 500,000 September 7, 2017 October 15, 2027 $ 1,400,000 600,000 £ 900,000 $ £ 350,000 $ 1,300,000 July 26, 2019 March 24, 2021 Maturity Date March 24, 2025 € October 15, 2026 € £ March 24, 2026 $ August 1, 2026 Par Value Interest Payment Frequency Annually Annually Annually % of Par Value 100.000% 100.000% 99.937% 100.000% Semi-annually 100.000% Semi-annually 99.998% 99.500% Semi-annually 99.448% 100.000% Semi-annually Annually Annually We may repurchase, redeem, or refinance senior unsecured notes from time-to-time. We may purchase senior notes for cash through open market purchases, privately negotiated transactions, or a tender offer. In some cases, we may redeem some or all of the notes at any time, but may require a redemption premium that will decrease over time. In the event of a change of control, each holder of the notes may require us to repurchase some or all of our notes at a repurchase price equal to 101% of the aggregate principal amount of the notes plus accrued and unpaid interest to the date of purchase. Redemptions and repurchases of debt, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors. 98 Debt Refinancing and Unutilized Financing Costs 2023 In 2023, we recognized a $1.1 million benefit related to the purchase of £50 million of our 2.550% Senior Unsecured Notes due 2023 at a discounted price, partially offset by $0.8 million of costs associated with the partial prepayment of our A$1.2 billion Australian term loan in the second quarter of 2023. 2022 In 2022, we incurred approximately $9.5 million of debt refinancing costs. These costs were incurred as a result of the payoff of our July 2021 Interim Credit Facility with proceeds from the Macquarie Transaction on March 14, 2022, along with the amendment of our Credit Facility on June 29, 2022. 2021 With the termination of our January 2021 Interim Credit Facility and other debt activity, we incurred approximately $7.3 million of debt refinancing costs in 2021. With proceeds from our 0.993% Senior Unsecured Notes due 2026 offering, on October 22, 2021, we redeemed all of our outstanding €500 million aggregate principal amount of 4.000% senior unsecured notes that were due in 2022, including accrued and unpaid interest. As a result of this redemption, we incurred a charge of approximately $20 million (including redemption premiums and accelerated amortization of deferred debt issuance costs). Covenants Our debt facilities impose certain restrictions on us, including restrictions on our ability to: incur debts; create or incur liens; provide guarantees in respect of obligations of any other entity; make redemptions and repurchases of our capital stock; prepay, redeem, or repurchase debt; engage in mergers or consolidations; enter into affiliated transactions; dispose of real estate or other assets; and change our business. In addition, the credit agreements governing our Credit Facility limit the amount of dividends we can pay as a percentage of normalized adjusted funds from operations (“NAFFO”), as defined in the agreements, on a rolling four quarter basis. At December 31, 2023, the dividend restriction was 95% of NAFFO. The indentures governing our senior unsecured notes also limit the amount of dividends we can pay based on the sum of 95% of NAFFO, proceeds of equity issuances, and certain other net cash proceeds. Finally, our senior unsecured notes require us to maintain total unencumbered assets (as defined in the related indenture) of not less than 150% of our unsecured indebtedness. In addition to these restrictions, the Credit Facility contains customary financial and operating covenants, including covenants relating to our total leverage ratio, fixed charge coverage ratio, secured leverage ratio, consolidated adjusted net worth, unsecured leverage ratio, and unsecured interest coverage ratio. The Credit Facility also contains customary events of default, including among others, nonpayment of principal or interest, material inaccuracy of representations, and failure to comply with our covenants. If an event of default occurs and is continuing under the Credit Facility, the entire outstanding balance may become immediately due and payable. At December 31, 2023, we were in compliance with all such financial and operating covenants. 5. Income Taxes Medical Properties Trust, Inc. We have maintained and intend to maintain our election as a REIT under the Code. To qualify as a REIT, we must meet a number of organizational and operational requirements, including a requirement to distribute at least 90% of our REIT taxable income to our stockholders. As a REIT, we generally will not be subject to U.S. federal income tax if we distribute 100% of our REIT taxable income to our stockholders and satisfy certain other requirements; instead, income tax is paid directly by our stockholders on the dividends distributed to them. If our REIT taxable income exceeds our dividends in a tax year, REIT tax rules allow us to designate dividends from the subsequent tax year in order to avoid current taxation on undistributed income. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income taxes at regular corporate rates. Taxable income from non-REIT activities managed through our TRS entities is subject to applicable U.S. federal, state, and local income taxes. Our international subsidiaries are also subject to income or other taxes in the jurisdictions in which they operate. 99 From our TRS entities and our foreign operations, income tax benefit (expense) were as follows (in thousands): Current income tax (expense) benefit: Domestic Foreign Deferred income tax (expense) benefit: Domestic Foreign Income tax benefit (expense) 2023 For the Years Ended December 31, 2022 2021 $ $ (7,756) (24,257) (32,013) 8,926 153,766 162,692 130,679 $ $ 1,111 (27,751) (26,640) (15,628) (13,632) (29,260) (55,900) $ $ (1,559) (18,964) (20,523) 6,915 (60,340) (53,425) (73,948) A reconciliation of income tax benefit (expense) from the statutory income tax rate to the effective tax rate based on (loss) income before income taxes for the years ended December 31, 2023, 2022, and 2021 is as follows (in thousands): (Loss) income before income tax Income tax benefit (expense) at the U.S. statutory federal rate (21% in 2023, 2022, and 2021) Decrease (increase) in income tax resulting from: Foreign rate differential State income taxes, net of federal benefit U.S. earnings not subject to federal income tax Change in valuation allowance Statutory tax rate change Interest disallowance Tax Impact of UK REIT conversion Other items, net Total income tax benefit (expense) $ 2023 For the Years Ended December 31, 2022 2021 $ (686,771) $ 959,719 $ 730,888 144,222 (201,541) (153,486) (4,122) 1,275 (115,189) (45,692) — (3,421) 160,641 (7,035) 130,679 $ 1,826 (1,886) 165,705 (11,281) (941) (1,737) — (6,045) (55,900) $ 2,742 — 132,266 (10,040) (43,924) (646) — (860) (73,948) In 2023, we elected to move a majority of our U.K. assets into a U.K. REIT regime with an effective date of July 1, 2023. With this election, we adjusted the deferred tax liabilities associated with these properties, resulting in a $161 million income tax benefit. Going forward, these U.K. assets will be subject only to a withholding tax on earnings upon distribution out of the U.K. REIT. In 2022, we incurred approximately $5 million of income tax expense from the credit loss recovery on loans made to the Watsonville Community Hospital; whereas, in 2021, we recorded an approximate $10 million income tax benefit related to the initial loan impairment. During the 2021 second quarter, the U.K. enacted an increase in its corporate income tax rates from 19% to 25% effective April 1, 2023, which resulted in a one-time adjustment to our net deferred tax liabilities of approximately $43 million. The foreign provision for income taxes is based on foreign profit before income taxes of $6.3 million, $159.6 million, and $164.0 million in 2023, 2022, and 2021, respectively. The domestic provision for income taxes is based on income (loss) before income taxes of $(144.5) million in 2023, $10.8 million in 2022, and $(29.7) million in 2021 from our TRS entities. 100 At December 31, 2023 and 2022, components of our deferred tax assets and liabilities were as follows (in thousands): 2023 2022 Deferred tax assets: Operating loss and interest deduction carry forwards Depreciation Partnership investments Other Total deferred tax assets Valuation allowance Total net deferred tax assets Deferred tax liabilities: Property and equipment Net unbilled revenue Partnership investments Other Total deferred tax liabilities Net deferred tax asset (liability) $ $ $ $ 143,683 45,146 15,768 18,899 223,496 (117,191) 106,305 (158,330) (65,727) — (10,687) (234,744) (128,439) $ $ $ $ At December 31, 2023, we had net NOL and other tax attribute carryforwards as follows (in thousands): Gross NOL carryforwards Tax-effected NOL carryforwards Valuation allowance Net deferred tax asset - NOL carryforwards Expiration periods Valuation Allowance U.S. Foreign $ $ $ 169,970 28,056 (27,956) 100 $ $ $ 2024-indefinite indefinite 175,922 — — 15,218 191,140 (71,499) 119,641 (294,181) (63,324) (26,268) (27,153) (410,926) (291,285) 458,913 114,359 (4,702) 109,657 A valuation allowance has been recorded on certain foreign and domestic net operating loss carryforwards and other net deferred tax assets that may not be realized. As of each reporting date, we consider all new evidence that could impact the future realization of our deferred tax assets. In the evaluation of the need for a valuation allowance on our deferred income tax assets, we consider all available positive and negative evidence, including scheduled reversals of deferred income tax liabilities, carryback of future period losses to prior periods, projected future taxable income, tax planning strategies, and recent financial performance. During 2023, a valuation allowance of $45.7 million has been recorded against a portion of our deferred tax assets to recognize only the components of the deferred tax assets that is more likely than not to be realized. The valuation allowance was primarily recorded against deferred tax assets for NOLs, non-depreciable basis of real property, and other tax attributes that we believe will not be realized. Valuation allowance activity recorded generally follows the activity of the associated deferred tax asset that is not expected to be recognized. From time-to-time, we may acquire deferred tax assets as part of real estate transactions and will assess the need for a valuation allowance as part of the opening balance sheet. Additionally, valuation allowances will be remeasured for foreign currency translation fluctuations through other comprehensive income. We have no material uncertain tax position liabilities and related interest or penalties. REIT Status We have met the annual REIT distribution requirements by payment of at least 90% of our REIT taxable income in 2023, 2022, and 2021. Earnings and profits, which determine the taxability of such distributions, will differ from net income reported for financial reporting purposes due primarily to differences in cost basis, differences in the estimated useful lives used to compute depreciation, and differences between the allocation of our net income and loss for financial reporting purposes and for tax reporting purposes. 101 A schedule of per share distributions we paid and reported to our stockholders is set forth in the following: Per share: Ordinary dividend (1) Long-term capital gain (2) Return of capital Total For the Years Ended December 31, 2023 2022 2021 $ 1.0639 0.1061 — 1.1700 (3) $ 0.4703 0.6797 — 1.1500 $ $ 0.7646 0.1654 0.1800 1.1100 $ $ (1) For the years ended December 31, 2023, 2022, and 2021, includes Section 199A dividends of 1.0639, 0.4703, and 0.7646, respectively. (2) For the years ended December 31, 2023, 2022, and 2021, includes Unrecaptured Section 1250 gains of 0.1061, 0.2574, and 0.0583, respectively. (3) Includes the fourth quarter dividend declared on November 9, 2023, and paid on January 11, 2024, as it will be taxable to stockholders as part of their 2023 dividend income. Similar to our U.S. REIT, we have met all requirements of our U.K. REIT as of December 31, 2023. MPT Operating Partnership, L.P. As a partnership, the allocated share of income of the Operating Partnership is included in the income tax returns of the general and limited partners. Accordingly, no accounting for income taxes is generally required for such income of the Operating Partnership. However, the Operating Partnership has formed TRS entities on behalf of Medical Properties Trust, Inc., which are subject to U.S. federal, state, and local income taxes at regular corporate rates, and its international subsidiaries are subject to income and other taxes in the jurisdictions in which they operate. See discussion above under Medical Properties Trust, Inc. for more details of income and other taxes associated with our TRS entities and international operations. 6. Earnings Per Share/Unit Medical Properties Trust, Inc. Our earnings per share were calculated based on the following (in thousands): Numerator: Net (loss) income Non-controlling interests’ share in earnings Participating securities’ share in earnings Net (loss) income, less participating securities’ share in earnings Denominator: Basic weighted-average common shares Dilutive potential common shares(1) Diluted weighted-average common shares For the Years Ended December 31, 2022 2021 2023 $ $ (556,092) $ (384) (1,644) $ 903,819 (1,222) (1,602) 656,940 (919) (2,161) (558,120) $ 900,995 $ 653,860 598,518 — 598,518 598,634 203 598,837 588,817 1,322 590,139 102 MPT Operating Partnership, L.P. Our earnings per unit were calculated based on the following (in thousands): Numerator: Net (loss) income Non-controlling interests’ share in earnings Participating securities’ share in earnings Net (loss) income, less participating securities’ share in earnings Denominator: Basic weighted-average units Dilutive potential units(1) Diluted weighted-average units For the Years Ended December 31, 2022 2023 2021 $ $ (556,092) $ (384) (1,644) $ 903,819 (1,222) (1,602) 656,940 (919) (2,161) (558,120) $ 900,995 $ 653,860 598,518 — 598,518 598,634 203 598,837 588,817 1,322 590,139 (1) The above computation of diluted earnings per share does not include 32,382 potential common shares/units as inclusion of these shares when a loss exists would be antidilutive. 7. Stock Awards Stock Awards During the second quarter of 2022, we amended the 2019 Equity Incentive Plan (the "Equity Incentive Plan"), which authorizes the issuance of common stock options, restricted stock, restricted stock units, deferred stock units, stock appreciation rights, performance units, and awards of interests in our Operating Partnership. Our Equity Incentive Plan is administered by the Compensation Committee of the Board of Directors ("Board"), and we have reserved 28.9 million shares of common stock for awards, of which 8.8 million shares remain available for future stock awards as of December 31, 2023. The Equity Incentive Plan contains a limit of 5 million shares as the maximum number of shares of common stock that may be awarded to an individual in any fiscal year. Awards under the Equity Incentive Plan are subject to forfeiture due to termination of employment prior to vesting and/or from not achieving the respective performance/market conditions. In the event of a change in control, outstanding and unvested options will immediately vest, unless otherwise provided in the participant’s award or employment agreement, and restricted stock, restricted stock units, deferred stock units, and other stock-based awards will vest if so provided in the participant’s award agreement. The term of the awards is set by the Compensation Committee, though Incentive Stock Options may not have terms of more than ten years. Forfeited awards (along with shares withheld for payroll tax withholding purposes) are returned to the Equity Incentive Plan and are then available to be re-issued as future awards. For each share of common stock issued by Medical Properties Trust, Inc. pursuant to its Equity Incentive Plan, the Operating Partnership issues a corresponding number of Operating Partnership units. For the past three years, we have only granted restricted stock and restricted stock units pursuant to our Equity Incentive Plan. These stock-based awards have been granted in the form of service-based awards, performance awards based on company-specific performance hurdles, and market-based awards. See below for further details on each of these stock-based awards: Service-Based Awards In 2023, 2022, and 2021, the Compensation Committee granted service-based awards to employees and non-employee directors. Service-based awards vest as the employee/director provides the required service (typically over three years). Dividends are generally paid on these awards prior to vesting. Performance-Based Awards In 2023, 2022, and 2021, the Compensation Committee granted performance-based awards to employees. Generally, dividends are not paid on performance awards until the award is earned. See below for details of such performance-based award grants. In 2023, 2022, and 2021, a target number of stock awards were granted to employees that could be earned based on the achievement of specific performance thresholds as set by our Compensation Committee. The performance thresholds were based on a three-year period with the opportunity to earn a portion of the award earlier. More or less shares than the target number of shares are available to be earned based on our performance compared to the set thresholds. At the end of each of the performance periods, any earned shares during such period will vest on January 1 of the following calendar year. The performance thresholds for 2023 are based 103 on strategic transactions (including individual property disposals and larger asset disposals through joint venture transactions) and EBITDA, while 2022 and 2021 awards were based on funds from operations growth, EBITDA, and acquisitions. Certain performance awards granted were subject to a modifier which increases or decreases the actual shares earned in each performance period. The modifier for the 2023, 2022, and 2021 awards was based on two components: 1) how our total shareholder return (“TSR”) compared to the Dow Jones U.S. Real Estate Health Care Index for 2023 and 2022 and the SNL U.S. REIT Healthcare Index for 2021 and 2) how our TSR compared to a threshold set by the Compensation Committee. Market-Based Awards In 2023, the Compensation Committee granted market-based awards to employees, other than the Chief Executive Officer and Chief Financial Officer. Generally, dividends are not paid on market-based awards until the award is earned. See details below of such market-based award grant. On December 8, 2023, the Compensation Committee approved market-based restricted stock awards of 2,500,000 shares of common stock at the target level of achievement. These shares will be earned at the target level only if the Company's share price increases to $7.00 per share, with the opportunity to earn more shares (up to three times target), based on higher stock price hurdles. The actual number of shares to be earned pursuant to these awards will be determined based on a trailing 20-trading day average closing price of the Company's common stock during the four-year period following the grant date of December 8, 2023. Earned shares will vest in equal quarterly installments over two years following the date that the Compensation Committee makes a determination of achievement of the performance metrics, subject to the grantee’s continued employment through such date, provided that all unvested earned shares will vest in full following the end of the four-year performance period. The following summarizes stock-based award activity in 2023 and 2022 (which includes awards granted in 2023, 2022, and any applicable prior years), respectively: For the Year Ended December 31, 2023: Nonvested awards at beginning of the year Awarded Vested Forfeited Nonvested awards at end of year For the Year Ended December 31, 2022: Nonvested awards at beginning of the year Awarded Vested Forfeited Nonvested awards at end of year Vesting Based on Service Shares Weighted-Average Value at Award Date 21.02 $ 810,483 10.36 1,210,448 $ 16.60 (864,482) $ 12.27 (11,653) $ 13.01 $ 1,144,796 Vesting Based on Service Shares Weighted-Average Value at Award Date 20.26 $ 922,954 21.18 659,393 $ 20.25 (750,854) $ 20.06 (21,010) $ 21.02 $ 810,483 Vesting Based on Market/Performance Conditions Weighted-Average Shares Value at Award Date 18.26 $ 4,349,081 10,270,260 8.47 $ 19.65 (1,591,846) $ 12.44 (450,703) $ 10.20 $ 12,576,792 Vesting Based on Market/Performance Conditions Shares Weighted-Average Value at Award Date 15.86 $ 5,477,536 18.45 1,828,971 $ 13.87 (2,924,722) $ 19.17 (32,704) $ 18.26 $ 4,349,081 The value of stock-based awards is charged to compensation expense over the service periods. For the years ended December 31, 2023, 2022, and 2021, we recorded $33.3 million, $49.4 million, and $52.1 million, respectively, of non-cash compensation expense. The decrease in share-based compensation in 2023 is a result of a $13.2 million cumulative catch-up in 2023 from lowering the payout probability of certain performance awards, partially offset by an incremental $3.5 million of expense from the acceleration of stock awards for a retiring executive officer. The remaining unrecognized cost from stock-based awards at December 31, 2023, is $52.0 million, which will be recognized over a weighted-average period of 1.9 years. Stock-based awards that vested in 2023, 2022, and 2021, had a value of $22.5 million, $82.6 million, and $49.9 million, respectively. 104 8. Commitments and Contingencies Commitments On October 5, 2022, we entered into definitive agreements to sell three Prospect facilities located in Connecticut to Yale for approximately $457 million, of which we expect to receive $355 million in cash and have received the remainder in additional investments in PHP Holdings - part of the Prospect Transaction discussed in Note 3. Closing of this transaction is subject to certain regulatory approvals and the completion of Yale's acquisition of the hospital operations from Prospect. No assurances can be given that this transaction will be consummated as described or at all. Contingencies In 2023 and early 2024, we became party to various lawsuits as described below: Securities and Derivative Litigation On April 13, 2023, we and certain of our executives were named as defendants in a putative federal securities class action lawsuit alleging false and/or misleading statements and/or omissions resulted in artificially inflated prices for our common stock, filed by a purported stockholder in the United States District Court for the Northern District of Alabama, Case No. 2:23-cv-00486. The complaint seeks class certification on behalf of purchasers of our common stock between July 15, 2019 and February 22, 2023 and unspecified damages including interest and an award of reasonable costs and expenses. This class action complaint was amended on September 22, 2023 and alleges that we made material misstatements or omissions relating to the financial health of certain of our tenants. Members of our Board of Directors were also named as defendants in two related shareholder derivative lawsuits filed by purported stockholders in the United States District Court for the Northern District of Alabama on October 19, 2023 (Case No. 2:23- cv-01415) and December 7, 2023 (Case No. 2:23-cv-01667). The Company was named as a nominal defendant in both complaints. These shareholder derivative complaints both make allegations similar to those made in the Alabama securities lawsuit described above relating to purported material misstatements or omissions relating to the financial health of certain of our tenants. On February 16, 2024, members of our Board of Directors were named as defendants in a shareholder derivative lawsuit filed by a purported stockholder in the United States District Court for the District of Maryland (Case No. 1:24-cv-00471). The Company was named as a nominal defendant. This shareholder derivative complaint makes allegations similar to those made in the Alabama securities and derivative lawsuits described above relating to purported material misstatements or omissions relating to the financial health of certain of our tenants. On September 29, 2023, we and certain of our executives were named as defendants in a putative federal securities class action lawsuit filed by a purported stockholder in the United States District Court for the Southern District of New York, Case No. 1:23-cv- 08597. The complaint seeks class certification on behalf of purchasers of our common stock between May 23, 2023 and August 17, 2023 and alleges false and/or misleading statements and/or omissions in connection with certain transactions involving Prospect. On December 18, 2023, members of our Board of Directors were named as defendants in a related shareholder derivative action filed by a purported stockholder in the United States District Court for the Southern District of New York, Case No. 1:23-cv-10934. The Company was named as a nominal defendant. The complaint makes allegations similar to those made in the New York securities lawsuit relating to purported false and/or misleading statements and/or omissions in connection with certain transactions involving Prospect. On February 21, 2024, members of our Board of Directors were named as defendants in a shareholder derivative lawsuit filed by a purported stockholder in the United States District Court for the District of Maryland (Case No. 1:24-cv-00527). The Company was named as a nominal defendant. This shareholder derivative complaint makes allegations similar to those made in the New York securities and derivative lawsuits described above relating to purported false and/or misleading statements and/or omissions in connection with certain transactions involving Prospect. We believe these claims are without merit and intend to defend the remaining open cases vigorously. We have not recorded a liability related to the lawsuits above because, at this time, we are unable to determine whether an unfavorable outcome is probable or to estimate reasonably possible losses. Defamation Litigation On March 30, 2023, we commenced an action in the United States District Court for the Northern District of Alabama, Case No. 2:23-cv-00408, against short-seller Viceroy Research LLC ("Viceroy") and its members. We are seeking injunctive relief and damages for defamation, civil conspiracy, tortious interference, private nuisance, and unjust enrichment based on defamatory statements expressed against us. On June 29, 2023, we won a preliminary ruling in this lawsuit after Viceroy's motion to dismiss the case was denied by a judge in the United States District Court for the Northern District of Alabama. From time-to-time, we are a party to other legal proceedings, claims, or regulatory inquiries and investigations arising out of, or incidental to, our business. While we are unable to predict with certainty the outcome of any particular matter, in the opinion of management, after consultation with legal counsel, the ultimate liability, if any, with respect to those proceedings is not presently expected to materially affect our financial position, results of operations, or cash flows. 105 9. Common Stock/Partner’s Capital Medical Properties Trust, Inc. 2022 Activity On October 9, 2022, the Board of the Company authorized a stock repurchase program (the "Stock Repurchase Program") for up to $500 million of common stock, par value $0.001 per share. In 2022, we repurchased 1.6 million shares for a total of $17.9 million. The Stock Repurchase Program expired on October 10, 2023. 2021 Activity On January 11, 2021, we completed an underwritten public offering of 36.8 million shares of our common stock, resulting in net proceeds of approximately $711 million, after deducting underwriting discounts and commissions and offering expenses. In addition, we sold 16.3 million shares of common stock under our at-the-market equity offering program during 2021, resulting in net proceeds of approximately $340 million. MPT Operating Partnership, L.P. At December 31, 2023, the Operating Partnership is made up of a general partner, Medical Properties Trust, LLC (“General Partner”) and limited partners, including the Company (which owns 100% of the General Partner) and MPT TRS, Inc. (which is 100% owned by the General Partner). By virtue of its ownership of the General Partner, the Company has a 100% ownership interest in the Operating Partnership. In regards to distributions, the Operating Partnership shall distribute cash at such times and in such amounts as are determined by the General Partner in its sole and absolute discretion, to common unit holders who are common unit holders on the record date. However, per the Second Amended and Restated Agreement of Limited Partnership of MPT Operating Partnership, L.P. (“Operating Partnership Agreement”), the General Partner shall use its reasonable efforts to cause the Operating Partnership to distribute amounts sufficient to enable the Company to pay stockholder dividends that will allow the Company to (i) meet its distribution requirement for qualification as a REIT and (ii) avoid any U.S. federal income or excise tax liability imposed by the Code, other than to the extent the Company elects to retain and pay income tax on its net capital gain. In accordance with the Operating Partnership Agreement, LTIP units are treated as common units for distribution purposes. The Operating Partnership’s net income will generally be allocated first to the General Partner to the extent of any cumulative losses and then to the partners in accordance with their respective percentage interests in the common units issued by the Operating Partnership. Any losses of the Operating Partnership will be allocated pro-rata to the partners in accordance with their respective percentage interests in the common units issued by the Operating Partnership until their adjusted capital balances are reduced to zero, then to the General Partner. In accordance with the Operating Partnership Agreement, LTIP units are treated as common units for purposes of income and loss allocations. Limited partners have the right to require the Operating Partnership to redeem part or all of their common units. It is at the Operating Partnership’s discretion to redeem such common units for cash based on the fair market value of an equivalent number of shares of the Company’s common stock at the time of redemption or, alternatively, redeem the common units for shares of the Company’s common stock on a one-for-one basis, subject to adjustment in the event of stock splits, stock dividends, or similar events. LTIP units must wait two years from the issuance of the LTIP units to be redeemed, and then converted to common units. No LTIP units exist at December 31, 2023. For each share of common stock issued/repurchased by Medical Properties Trust, Inc., the Operating Partnership issues/repurchases a corresponding number of operating partnership units. 10. Fair Value of Financial Instruments We have various assets and liabilities that are considered financial instruments. We estimate that the carrying value of cash and cash equivalents and accounts payable and accrued expenses approximate their fair values. We estimate the fair value of our interest and rent receivables using Level 2 inputs such as discounting the estimated future cash flows using the current rates at which similar receivables would be made to others with similar credit ratings and for the same remaining maturities. The fair value of our mortgage loans and other loans are estimated by using Level 2 inputs such as discounting the estimated future cash flows using the current rates which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. We determine the fair value of our senior unsecured notes using Level 2 inputs such as quotes from securities dealers and market makers. We estimate 106 the fair value of our revolving credit facility and term loans using Level 2 inputs based on the present value of future payments, discounted at a rate which we consider appropriate for such debt. Fair value estimates are made at a specific point in time, are subjective in nature, and involve uncertainties and matters of significant judgment. Settlement of such fair value amounts may not be a prudent management decision. The following table summarizes fair value estimates for our financial instruments (in thousands): Asset (Liability) Interest and rent receivables Loans(1) Debt, net December 31, 2023 December 31, 2022 Book Value Fair Value Book Value $ 45,059 1,302,727 (2) $ (10,064,236) $ 45,476 1,202,383 (8,256,465) 167,035 1,405,615 (2) $ (10,268,412) Fair Value 163,101 1,360,113 (8,697,042) (1) Excludes the convertible loan made in May 2023 to PHP Holdings and the acquisition loan made in May 2020 related to our investment in the international joint venture, along with the related subsequent investment in the real estate of three hospitals in Colombia, as these assets are accounted for under the fair value option method, as noted below. In addition for December 31, 2022 only, this excludes the acquisition and mortgage loans made to Lifepoint Behavioral, which were satisfied in full in February 2023 as further described in Note 3. (2) Includes $162.4 million and $223.8 million of mortgage loans, a $323.8 million and $315.9 million shareholder loan included in investments in unconsolidated real estate joint ventures, $526.9 million and $640.4 million of loans that are part of our investments in unconsolidated operating entities, and $289.6 million and $225.5 million of other loans at December 31, 2023 and December 31, 2022, respectively. Items Measured at Fair Value on a Recurring Basis Our equity investment and related loan to the international joint venture, our loan investment in the real estate of three hospitals operated by subsidiaries of the international joint venture in Colombia, our equity investment in Lifepoint Behavioral, and our investment in PHP Holdings are measured at fair value on a recurring basis as we elected to account for these investments using the fair value option at the point of initial investment. Our acquisition and mortgage loans to Lifepoint Behavioral (which were satisfied in full in February 2023 as described in Note 3) were also accounted for under the fair value option method at December 31, 2022. We elected to account for these investments at fair value due to the size of the investments and because we believe this method was more reflective of current values. At December 31, 2023 and 2022, the amounts recorded under the fair value option method were as follows (in thousands): Asset (Liability) Mortgage loans Equity investment and other loans $ Fair Value As of December 31, 2023 Original Cost 146,892 912,999 146,892 939,903 $ Fair Value As of December 31, 2022 Original Cost 140,260 441,943 140,260 434,609 $ $ Asset Type Classification Mortgage loans Investments in unconsolidated operating entities/Other loans Our loans to the international joint venture and its subsidiaries (as well as the Lifepoint Behavioral loans at December 31, 2022) are recorded at fair value based on Level 2 and Level 3 inputs by discounting the estimated cash flows using the market rates at which similar loans would be made to borrowers with similar credit ratings and the same remaining maturities, while also considering the value of the underlying collateral of the loans. Our equity investment in Lifepoint Behavioral is recorded at fair value based on Level 2 inputs by discounting the estimated cash flows expected to be realized as part of the Lifepoint Transaction described in Note 3 to the consolidated financial statements. Our equity investment in the international joint venture and our investment in PHP Holdings are recorded at fair value based on Level 3 inputs, by using a discounted cash flow model, which requires significant estimates of our investee such as projected revenue and expenses and appropriate consideration of the underlying risk profile of the forecasted assumptions associated with the investee. We classify our valuations of these investments as Level 3, as we use certain unobservable inputs to the valuation methodology that are significant to the fair value measurement, and the valuations require management judgment due to the absence of quoted market prices. For the cash flow models, our unobservable inputs include use of a discount rate (which is based on a weighted-average cost of capital) and an adjustment for a marketability discount ("DLOM"). In regard to the underlying projections used in the discounted cash flow model, such projections are provided by the investees. However, we may modify such projections as needed based on our review and analysis of historical results, meetings with key members of management, and our understanding of trends and developments within the healthcare industry. 107 In 2023, we recorded a favorable fair value adjustment of approximately $34 million on our investments accounted for under the fair value option method (primarily from our investment in PHP Holdings as described in Note 3), compared to an unfavorable adjustment of approximately $7 million in 2022. The discount rate and DLOM on our investment in PHP Holdings was approximately 11% and 8%, respectively, at December 31, 2023. In arriving at the DLOM, we considered many qualitative factors, including the percent of control, the nature of the underlying investee's business along with our rights as an investor pursuant to the operating agreement, the size of investment, expected holding period, number of shareholders, access to capital marketplace, etc. To illustrate the effect of movements in the DLOM, we performed a sensitivity analysis below by using full basis point variations (in thousands): Basis Point Change in Marketability Discount + 100 basis points - 100 basis points Items Measured at Fair Value on a Nonrecurring Basis Estimated Increase (Decrease) in Fair Value $ (7,571) 7,571 In addition to items that are measured at fair value on a recurring basis, we have assets and liabilities that are measured, from time-to-time, at fair value on a nonrecurring basis, such as for impairment purposes of our financial instruments and for certain equity investments without a readily determinable fair value. Impairment of Non-Real Estate Investments Our non-real estate investments in Steward and related affiliates include our 9.9% equity investment, approximately $212 million in working capital loans, and an approximate $362 million loan made in 2021, proceeds of which were used to redeem a similarly sized convertible loan held by Steward’s former private equity sponsor. In addition, the $219 million loan to the international joint venture is collateralized by the equity of Steward held by an investor in both Steward and the international joint venture. To assess recovery of these investments, we performed a valuation of Steward’s business at December 31, 2023, with assistance from a third-party, independent valuation firm, using a market valuation approach, with Level 3 inputs including the selected revenue multiple range of 0.50x to 0.60x in reference to comparable transactions. After reducing the derived fair value for the loans to Steward discussed above, we arrived at a fair value for Steward’s equity. We then compared our equity investment’s carrying value to our 9.9% share of the fair value of Steward’s equity, which resulted in the need for an impairment charge of approximately $90 million. The value of the investor's share of the remaining 90.1% of Steward's equity that collateralizes the loan to the international joint venture was sufficient to support recovery of this investment. In 2022, we performed an impairment analysis on our investments in financing leases with Prospect using an income approach with Level 3 inputs including the selected market capitalization rate range of 7.5% to 9.0%. For these assets, we divided the expected operating income (i.e. rent revenue less expenses, if any) from the underlying properties by a market capitalization rate. We then compared the carrying value of our investment to the derived fair value, which resulted a $170 million impairment to the Pennsylvania assets. Equity Investments Without a Readily Determinable Fair Value For our equity investment in Swiss Medical Network (which does not have a readily determinable fair value), we marked our investment to fair value in the 2023 third quarter based on the price paid by a new investor in the same security, resulting in a CHF 20 million favorable adjustment. 11. Leases (Lessee) We lease the land underlying certain of our facilities (for which we sublease to our tenants), along with corporate offices and equipment. Our leases have remaining lease terms that vary in years, and some of the leases have initial fixed terms (or renewal options available) that extend the leases up to, or just beyond, the depreciable life of the properties that occupy the leased land. Renewal options that we are reasonably certain to exercise are recognized in our right-of-use assets and lease liabilities. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at lease commencement date in determining the present value of future payments. 108 The following is a summary of our lease expense (in thousands): Operating lease cost (1) Finance lease cost: Amortization of right-of-use assets Interest on lease liabilities Sublease income Total lease cost Income Statement Classification (2) For the Years Ended December 31, 2022 2021 2023 $ 11,653 $ 12,175 $ 10,694 Real estate depreciation and amortization Interest Other 51 128 (4,178) 7,654 $ 51 128 (4,485) 7,869 $ 51 128 (4,466) 6,407 $ (1) (2) Includes short-term leases. $6.0 million, $5.7 million, and $6.3 million included in “Property-related”, with the remainder reflected in the “General and administrative” line of our consolidated statements of net income for 2023, 2022, and 2021, respectively. Fixed minimum payments due over the remaining lease term under non-cancelable leases of more than one year and amounts to be received in the future from non-cancelable subleases over their remaining lease term at December 31, 2023 are as follows (amounts in thousands): 2024 2025 2026 2027 2028 Thereafter Total undiscounted minimum lease payments Less: interest Present value of lease liabilities Finance Leases Amounts To Be Received From Subleases $ $ $ $ $ 130 131 133 134 135 4,382 5,045 (3,107) 1,938 (4,509) $ (4,389) (4,083) (3,796) (3,804) (62,455) (83,036) $ Net Payments 4,913 5,021 4,572 4,323 4,404 174,213 (1) 197,446 Operating Leases 9,292 $ 9,279 8,522 7,985 8,073 232,286 275,437 (173,625) 101,812 $ $ (1) Reflects certain ground leases, in which we are the lessee, that have longer initial fixed terms than our existing sublease to our tenants. However, we would expect to either renew the related sublease, enter into a lease with a new tenant, or early terminate the ground lease to reduce or avoid any significant impact from such ground leases. 109 Supplemental balance sheet information is as follows (in thousands, except lease terms and discount rate): Right of use assets: Operating leases - real estate Finance leases - real estate Total real estate right of use assets Operating leases - corporate Total right of use assets Lease liabilities: Operating leases Financing leases Total lease liabilities Weighted-average remaining lease term: Operating leases Finance leases Weighted-average discount rate: Operating leases Finance leases Balance Sheet Classification Land Land Other assets Obligations to tenants and other lease liabilities Obligations to tenants and other lease liabilities December 31, 2023 December 31, 2022 $ $ $ $ $ 63,675 1,683 65,358 24,243 89,601 101,812 1,938 103,750 $ $ $ $ $ 63,553 1,734 65,287 26,225 91,512 101,592 1,938 103,530 32.9 32.9 6.2% 6.6% 33.2 33.9 6.1% 6.6% The following is supplemental cash flow information (in thousands): Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used for operating leases Operating cash flows used for finance leases Non-cash activities - Right-of-use assets obtained in exchange for lease obligations: Operating leases For the Years Ended December 31, 2022 2021 2023 $ 8,210 129 $ 7,169 128 $ 7,330 126 — 23,066 1,120 12. Other Assets The following is a summary of our other assets on our consolidated balance sheets (in thousands): Debt issue costs, net(1) Other corporate assets Prepaids and other assets Total other assets (1) Relates to our revolving credit facility As of December 31, 2023 2022 8,513 275,688 173,710 457,911 $ $ 12,036 256,438 304,516 572,990 $ $ Other corporate assets include building, land and land improvements associated with our corporate offices, furniture and fixtures, equipment, corporate vehicles, aircraft, enterprise and other software, deposits, and right-of-use assets associated with corporate leases. Included in prepaids and other assets is prepaid insurance, prepaid taxes, deferred income tax assets (net of valuation allowances, if any), non-tenant receivables, derivative assets, and lease incentives provided to tenants, among other items. Other corporate assets are higher in 2023 due to funding our new corporate headquarters, with an initial budget estimate of approximately $150 million. Prepaids and other assets decreased in 2023 primarily due to a reduction in the value of our interest rate swaps as further discussed in Note 4 and reserving for lease incentives made to tenants and other receivables as further discussed in Note 3. 110 13. Subsequent Events Prime On February 19, 2024, we entered into definitive agreements to sell five properties currently leased to Prime for total proceeds of approximately $250 million along with a $100 million interest-bearing mortgage loan due in approximately nine months. This transaction, closing of which is subject to customary conditions and notice provisions, would result in a gain on real estate of approximately $50 million and a non-cash straight-line rent write-off of approximately $28 million. As part of this sale transaction, we also agreed to extend the lease maturity of four other facilities with Prime to 2044. This amended lease has inflation-based escalators, collared between 2% and 4% and a purchase option for a value of at least $260 million, which is greater than our net book value for these properties at December 31, 2023. Other Disposal Transactions In February 2024, we sold our interest in the Priory syndicated term loan for £90 million (approximately $115 million), resulting in an approximate £6 million economic loss. In addition, we entered into agreements to sell a non-controlling interest in a tenant and two hospitals in South Carolina for total proceeds of approximately $17 million. Steward In February 2024, we and certain of Steward's asset backed lenders agreed to a new bridge facility with Steward. As part of this facility, we and the other lenders each funded $37.5 million. If certain milestones are met in regard to Steward's strategic plan to improve its liquidity position and optimize the amount and timing of resources for us and the other lenders, additional fundings may be made. This is in addition to the $60 million funded in January 2024. These advances by us, secured by all of our existing collateral plus new second liens on Steward's managed care business, were made to protect the value of our assets and the related Steward operations while Steward executes its strategic plan as described previously in Note 3. 111 ITEM 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure None. ITEM 9A. Controls and Procedures Medical Properties Trust, Inc. (a) Evaluation of Disclosure Controls and Procedures. Medical Properties Trust, Inc. maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) designed to provide reasonable assurance that information required to be disclosed in its Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to its management, including its Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that no controls and procedures, no matter how well designed and operated, can provide absolute assurance of achieving the desired control objectives. As required by Rule 13a-15(b) under the Exchange Act, the management of Medical Properties Trust, Inc., with the participation of its Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures. Based on the foregoing, the Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures are effective as of the end of the period covered by this report. (b) Management’s Report on Internal Control over Financial Reporting. The management of Medical Properties Trust, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting for Medical Properties Trust, Inc. (as such term is defined in Rule 13a-15(f) of the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Medical Properties Trust, Inc.’s financial statements for external reporting purposes in accordance with GAAP. Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management has undertaken an assessment of the effectiveness of the internal control over financial reporting for Medical Properties Trust, Inc. as of December 31, 2023 based upon the framework established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has concluded that, as of December 31, 2023, the internal control over financial reporting for Medical Properties Trust, Inc. was effective. The effectiveness of the internal control over financial reporting for Medical Properties Trust, Inc. as of December 31, 2023 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears in this Annual Report on Form 10-K. (c) Changes in Internal Controls over Financial Reporting. There has been no change in the internal control over financial reporting for Medical Properties Trust, Inc. during its most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting. MPT Operating Partnership, L.P. (a) Evaluation of Disclosure Controls and Procedures. MPT Operating Partnership, L.P. maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) designed to provide reasonable assurance that information required to be disclosed in its Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to its management, including its Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), as appropriate, of Medical Properties Trust, Inc. (the sole general partner of MPT Operating Partnership, L.P.) to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that no controls and procedures, no matter how well designed and operated, can provide absolute assurance of achieving the desired control objectives. As required by Rule 13a-15(b) under the Exchange Act, the management of MPT Operating Partnership, L.P., with the participation of the Chief Executive Officer and Chief Financial Officer of Medical Properties Trust, Inc. (the sole general partner of MPT Operating Partnership, L.P.), carried out an evaluation of the effectiveness of our disclosure controls and procedures. Based on the foregoing, the Chief Executive Officer and Chief Financial Officer of Medical Properties Trust, Inc. (the sole general partner of MPT Operating Partnership, L.P.) concluded that these disclosure controls and procedures are effective as of the end of the period covered by this report. 112 (b) Management’s Report on Internal Control over Financial Reporting. The management of MPT Operating Partnership, L.P. is responsible for establishing and maintaining adequate internal control over financial reporting for MPT Operating Partnership, L.P. (as such term is defined in Rule 13a-15(f) of the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of MPT Operating Partnership, L.P.’s financial statements for external reporting purposes in accordance with GAAP. Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management has undertaken an assessment of the effectiveness of the internal control over financial reporting for MPT Operating Partnership, L.P. as of December 31, 2023, based upon the framework established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has concluded that, as of December 31, 2023, the internal control over financial reporting for MPT Operating Partnership, L.P. was effective. The effectiveness of the internal control over financial reporting for MPT Operating Partnership, L.P. as of December 31, 2023 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears in this Annual Report on Form 10-K. (c) Changes in Internal Controls over Financial Reporting. There has been no change in the internal control over financial reporting for MPT Operating Partnership, L.P. during its most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting. ITEM 9B. Other Information During the three months ended December 31, 2023, none of our officers or directors (as defined in Rule 16a-1(f) of the Exchange Act) adopted, terminated, or modified any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any non-Rule 10b5-1 trading arrangement (as defined in Item 408 of Regulation S-K). ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None. 113 PART III ITEM 10. Directors, Executive Officers and Corporate Governance The information required by this Item 10 is incorporated by reference to our definitive Proxy Statement for the 2024 Annual Meeting of Stockholders, which will be filed by us with the Commission not later than April 29, 2024. ITEM 11. Executive Compensation The information required by this Item 11 is incorporated by reference to our definitive Proxy Statement for the 2024 Annual Meeting of Stockholders, which will be filed by us with the Commission not later than April 29, 2024. ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this Item 12 is incorporated by reference to our definitive Proxy Statement for the 2024 Annual Meeting of Stockholders, which will be filed by us with the Commission not later than April 29, 2024. ITEM 13. Certain Relationships and Related Transactions, and Director Independence The information required by this Item 13 is incorporated by reference to our definitive Proxy Statement for the 2024 Annual Meeting of Stockholders, which will be filed by us with the Commission not later than April 29, 2024. ITEM 14. Principal Accountant Fees and Services Our independent public accounting firm is PricewaterhouseCoopers LLP, Birmingham, Alabama, PCAOB Auditor ID 238. The information required by this Item 14 is incorporated by reference to our definitive Proxy Statement for the 2024 Annual Meeting of Stockholders, which will be filed by us with the Commission not later than April 29, 2024. 114 ITEM 15. Exhibits and Financial Statement Schedules (a) Financial Statements and Financial Statement Schedules PART IV Index of Financial Statements of Medical Properties Trust, Inc. and MPT Operating Partnership, L.P. which are included in Part II, Item 8 of this Annual Report on Form 10-K: Report of Independent Registered Public Accounting Firm Medical Properties Trust, Inc. MPT Operating Partnership, L.P. Medical Properties Trust, Inc. Consolidated Balance Sheets as of December 31, 2023 and 2022 Consolidated Statements of Net Income for the Years Ended December 31, 2023, 2022, and 2021 Consolidated Statements of Comprehensive (Loss) Income for the Years Ended December 31, 2023, 2022, and 2021 Consolidated Statements of Equity for the Years Ended December 31, 2023, 2022, and 2021 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022, and 2021 MPT Operating Partnership, L.P. Consolidated Balance Sheets as of December 31, 2023 and 2022 Consolidated Statements of Net Income for the Years Ended December 31, 2023, 2022, and 2021 Consolidated Statements of Comprehensive (Loss) Income for the Years Ended December 31, 2023, 2022, and 2021 Consolidated Statements of Capital for the Years Ended December 31, 2023, 2022, and 2021 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022, and 2021 Medical Properties Trust, Inc. and MPT Operating Partnership, L.P. Notes to Consolidated Financial Statements Financial Statement Schedules Schedule II — Valuation and Qualifying Accounts for the Years Ended December 31, 2023, 2022, and 2021 Schedule III — Real Estate and Accumulated Depreciation at December 31, 2023 with reconciliations for the years ended December 31, 2023, 2022, and 2021 Schedule IV — Mortgage Loans on Real Estate at December 31, 2023 with reconciliations for the years ended December 31, 2023, 2022, and 2021 62 65 68 69 70 71 72 73 74 75 76 77 78 122 123 131 (b) Exhibits Exhibit Number 3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.8 3.9 Description Second Articles of Amendment and Restatement of Medical Properties Trust, Inc. Articles of Amendment of Second Articles of Amendment and Restatement of Medical Properties Trust, Inc. Articles of Amendment of Second Articles of Amendment and Restatement of Medical Properties Trust, Inc. Articles of Amendment to Second Articles of Amendment and Restatement of Medical Properties Trust, Inc. Articles of Amendment to Second Articles of Amendment and Restatement of Medical Properties Trust, Inc. Articles of Amendment to Second Articles of Amendment and Restatement of Medical Properties Trust, Inc. Articles of Amendment to the Second Articles of Amendment and Restatement of Medical Properties Trust, Inc. Second Amended and Restated Bylaws of Medical Properties Trust, Inc. Amendment to Second Amended and Restated Bylaws of Medical Properties Trust, Inc. 115 Form S-11/A File Number 333-119957 10-Q 001-32559 8-K 8-K 8-K 001-32559 001-32559 001-32559 10-Q 001-32559 8-K 001-32559 8-K 8-K 001-32559 001-32559 Exhibit Number 3.1 3.1 3.1 3.1 3.1 3.2 3.1 3.1 3.2 Filing Date January 6, 2005 November 10, 2005 January 13, 2009 January 31, 2012 June 26, 2015 August 10, 2015 November 8, 2019 November 24, 2009 June 26, 2015 3.10 3.11 3.12 3.13 4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 4.9 4.10 Amendment to Second Amended and Restated Bylaws of Medical Properties Trust, Inc. Amendment to Second Amended and Restated Bylaws of Medical Properties Trust, Inc. Amendment to Second Amended and Restated Bylaws of Medical Properties Trust, Inc. Amendment to Second Amended and Restated Bylaws of Medical Properties Trust, Inc. Form of Common Stock Certificate Description of Securities of Medical Properties Trust, Inc. Registered under Section 12 of the Securities Exchange Act, as amended Indenture, dated as of October 10, 2013, among Medical Properties Trust, Inc., MPT Operating Partnership, L.P., MPT Finance Corporation, the Subsidiary Guarantors and Wilmington Trust, N.A., as Trustee. Tenth Supplemental Indenture, dated as of July 22, 2016, by and among MPT Operating Partnership, L.P. and MPT Finance Corporation, as issuers, Medical Properties Trust, Inc., as parent and guarantor, and Wilmington Trust, National Association, as Trustee. Eleventh Supplemental Indenture, dated as of March 24, 2017, by and among MPT Operating Partnership, L.P. and MPT Finance Corporation, as issuers, Medical Properties Trust, Inc., as parent and guarantor, and Wilmington Trust, National Association, as Trustee, Deutsche Bank Trust Company Americas, as Paying Agent, Registrar and Transfer Agent. Twelfth Supplemental Indenture, dated as of September 21, 2017, by and among MPT Operating Partnership, L.P. and MPT Finance Corporation, as issuers, Medical Properties Trust, Inc., as parent and guarantor, and Wilmington Trust, National Association, as trustee. Thirteenth Supplemental Indenture, dated as of July 26, 2019, by and among MPT Operating Partnership, L.P., and MPT Finance Corporation, as issuers, Medical Properties Trust, Inc., as parent and guarantor, and Wilmington Trust, National Association, as trustee. Fourteenth Supplemental Indenture, dated as of December 5, 2019, by and among MPT Operating Partnership, L.P. and MPT Finance Corporation, as issuers, Medical Properties Trust, Inc., as parent and guarantor, Wilmington Trust, National Association as trustee, Elavon Financial Services DAC, U.K. Branch as initial paying agent, and Elavon Financial Services DAC, as initial registrar and transfer agent. Fifteenth Supplemental Indenture, dated as of December 5, 2019, by and among MPT Operating Partnership, L.P. and MPT Finance Corporation, as issuers, Medical Properties Trust, Inc., as parent and guarantor, Wilmington Trust, National Association, as trustee, Elavon Financial Services DAC, U.K. Branch, as initial paying agent, and Elavon Financial Services DAC, as initial registrar and transfer agent. Sixteenth Supplemental Indenture, dated as of December 4, 2020, by and among MPT Operating Partnership, L.P. and MPT Finance Corporation, as issuers, Medical Properties Trust, Inc. as parent and guarantor, and Wilmington Trust, National Association, as trustee. 116 8-K 8-K 8-K 8-K 001-32559 001-32559 001-32559 001-32559 S-11/A 10-K 333-119957 001-32559 3.1 3.1 3.1 3.1 4.1 4.2 November 16, 2016 February 22, 2017 May 25, 2018 May 22, 2020 January 6, 2005 February 27, 2020 8-K 001-32559 4.1 October 16, 2013 8-K 001-32559 4.2 July 22, 2016 8-K 001-32559 4.2 March 27, 2017 10-Q 001-32559 4.1 November 9, 2017 8-K 001-32559 4.2 July 29, 2019 8-K 001-32559 4.2 December 11, 2019 8-K 001-32559 4.4 December 11, 2019 8-K 001-32559 4.2 December 7, 2020 4.11 4.12 4.13 10.1 10.2 10.3 10.4 10.5 10.6 10.7 10.8 10.9 10.10 10.11 10.12 10.13 10.14 10.15 10.16 10.17 10.18 10.19 8-K 8-K 001-32559 001-32559 Seventeenth Supplemental Indenture, dated as of March 24, 2021, by and among MPT Operating Partnership, L.P. and MPT Finance Corporation, as issuers, Medical Properties Trust, Inc., as parent and guarantor, Wilmington Trust, National Association, as trustee, and Elavon Financial Services DAC, as initial paying agent, registrar and transfer agent Eighteenth Supplemental Indenture, dated as of March 24, 2021, by and among MPT Operating Partnership, L.P. and MPT Finance Corporation, as issuers, Medical Properties Trust, Inc., as parent and guarantor, Wilmington Trust, National Association, as trustee, and Elavon Financial Services DAC, as initial paying agent, registrar and transfer agent Nineteenth Supplemental Indenture, dated as of October 6, 2021, by and among MPT Operating Partnership, L.P. and MPT Finance Corporation, as issuers, Medical Properties Trust, Inc., as parent and guarantor, Wilmington Trust, National Association, as trustee, and Elavon Financial Services DAC, as initial paying agent, registrar and transfer agent Second Amended and Restated Agreement of Limited Partnership of MPT Operating Partnership, L.P. Medical Properties Trust, Inc. 2013 Equity Incentive Plan*** 001-32559 Medical Properties Trust, Inc. 2019 Equity Incentive Plan*** DEF 14A 001-32559 DEF 14A 001-32559 Medical Properties Trust, Inc. Amended and Restated 2019 Equity Incentive Plan*** Form of Stock Option Award*** Form of Restricted Stock Award*** Form of Deferred Stock Unit Award*** Form of Award Agreement for Restricted Stock*** 001-32559 001-32559 001-32559 001-32559 8-K 8-K 8-K 8-K 001-32559 001-32559 10-K 8-K 8-K 4.2 March 29, 2021 4.4 March 29, 2021 4.2 October 13, 2021 10.1 August 6, 2007 10.2 A A 10.2 10.4 10.5 10.1 March 1, 2019 April 26, 2019 April 28, 2022 October 18, 2005 October 18, 2005 October 18, 2005 December 14, 2023 January 6, 2005 Employment Agreement between Medical Properties Trust, Inc. and Edward K. Aldag, Jr., dated September 10, 2003*** First Amendment to Employment Agreement between Medical Properties Trust, Inc. and Edward K. Aldag, Jr., dated March 8, 2004*** Employment Agreement between Medical Properties Trust, Inc. and R. Steven Hamner, dated September 10, 2003*** Form of Indemnification Agreement between Medical Properties Trust, Inc. and executive officers and directors*** Form of Medical Properties Trust, Inc. 2007 Multi-Year Incentive Plan Award Agreement (LTIP Units)*** Form of Medical Properties Trust, Inc. 2007 Multi-Year Incentive Plan Award Agreement (Restricted Shares)*** Second Amendment to Employment Agreement between Medical Properties Trust, Inc. and Edward K. Aldag, Jr., dated September 29, 2006*** First Amendment to Employment Agreement between Medical Properties Trust, Inc. and R. Steven Hamner, dated September 29, 2006*** Second Amendment to Employment Agreement between Medical Properties Trust, Inc. and Richard S. Hamner, dated January 1, 2008*** Third Amendment to Employment Agreement between Medical Properties Trust, Inc. and R. Steven Hamner, dated January 1, 2009*** Third Amendment to Employment Agreement between Medical Properties Trust, Inc. and Edward K. Aldag, Jr., dated January 1, 2008*** 117 S-11/A 333-119957 10.3 S-11/A 333-119957 10.4 January 6, 2005 S-11/A 333-119957 10.6 January 6, 2005 S-11/A 333-119957 10.55 July 5, 2005 8-K 8-K 001-32559 10.2 August 6, 2007 001-32559 10.3 August 6, 2007 10-K 001-32559 10.58 March 14, 2008 10-K 001-32559 10.59 March 14, 2008 10-K 001-32559 10.76 March 13, 2009 10-K 001-32559 10.77 March 13, 2009 10-K 001-32559 10.78 March 13, 2009 10-K 001-32559 10.79 March 13, 2009 10-Q 001-32559 10.1 August 9, 2018 10-Q 001-32559 10.1 August 9, 2019 10-Q 001-32559 10.2 November 12, 2019 10-Q 001-32559 10.1 August 7, 2020 10-Q 001-32559 10.1 November 9, 2021 8-K 001-32559 1.1 July 6, 2022 10.20 10.21 10.22 10.23 10.24 10.25 10.26 19.1* 19.2* 21.1* 31.1* 31.2* 31.3* 31.4* 32.1** 32.2** Fourth Amendment to Employment Agreement between Medical Properties Trust, Inc. and Edward K. Aldag, Jr., dated January 1, 2009*** Amended and Restated Subscription Agreement dated as of June 7, 2018 by and among MPT Operating Partnership, L.P., Primotop Holding, S.a.r.l. and MPT RHM Holdco S.a.r.l. Syndicated Facility Agreement among MPT Operating Partnership, L.P. and Evolution Trustees Limited as Trustee of MPT Australia Realty Trust, as borrowers, Medical Properties Trust, Inc. and certain subsidiaries, as guarantors, the several lenders and other entities from time to time parties thereto, Bank of America, N.A, as administrative agent, and Citizens Bank, N.A., JPMorgan Change Bank, N.A., Suntrust Bank and Wells Fargo Bank, N.A., as co-syndication agents. Real Property Asset Purchase Agreement, dated as of July 10, 2019, by and among Prospect Medical Holdings, Inc., as “Prospect Medical Holdings”, and subsidiaries of Prospect Medical Holdings, as the “Prospect Medical Subsidiaries”, and subsidiaries of MPT Operating Partnership, L.P., as the “MPT Parties”. Form of Lease Agreement between certain subsidiaries of MPT Operating Partnership, L.P., as Lessor, and Circle Health Ltd. and certain of its subsidiaries, as Lessee Amended and Restated Master Lease Agreement between certain subsidiaries of MPT Operating Partnership, L.P. as Lessor and certain subsidiaries of Steward Health Care System LLC, Lessee Second Amended and Restated Revolving Credit and Term Loan Agreement, dated as of June 29, 2022, among Medical Properties Trust, Inc., MPT Operating Partnership, L.P., the several lenders from time to time party thereto, Bank of America, N.A., as syndication agent, and JPMorgan Chase Bank, N.A., as administrative agent Compensation Recovery Policy Insider Trading Policy Subsidiaries of Medical Properties Trust, Inc. Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. (Medical Properties Trust, Inc.) Certification of Chief Financial Officer pursuant to Rule 13a- 14(a) under the Securities Exchange Act of 1934. (Medical Properties Trust, Inc.) Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. (MPT Operating Partnership, L.P.) Certification of Chief Financial Officer pursuant to Rule 13a- 14(a) under the Securities Exchange Act of 1934. (MPT Operating Partnership, L.P.) 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 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Medical Properties Trust, Inc.) 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 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (MPT Operating Partnership, L.P.) 118 Exhibit 101.INS Exhibit 101.SCH 104 Inline XBRL Instance Document Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents Cover page interactive data file (Formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.) * Filed herewith. ** Furnished herewith. *** Management contract or compensatory plan or arrangement. 119 ITEM 16. Form 10-K Summary None. 120 Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrants have duly caused this Report to be signed on their behalf by the undersigned, thereunto duly authorized. SIGNATURES MEDICAL PROPERTIES TRUST, INC. By: /s/ J. Kevin Hanna J. Kevin Hanna Senior Vice President, Controller, Assistant Treasurer, and Chief Accounting Officer MPT OPERATING PARTNERSHIP, L.P. By: /s/ J. Kevin Hanna J. Kevin Hanna Senior Vice President, Controller, Assistant Treasurer, and Chief Accounting Officer of the sole member of the general partner of MPT Operating Partnership, L.P. Date: February 29, 2024 Power of Attorney KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint J. Kevin Hanna and R. Steven Hamner, and each of them singly, as her or his true and lawful attorneys with full power to them, and each of them singly, to sign for such person and in her or his name in the capacity indicated below, the Annual Report on Form 10-K filed herewith and any and all amendments to said Annual Report on Form 10-K, and generally to do all such things in her or his name and in her or his capacity as officer and director to enable the registrants to comply with the provisions of the Exchange Act, and all requirements of the SEC in connection therewith, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Annual Report on Form 10-K and any and all amendments thereto. Pursuant to the requirements of the Exchange Act, this report has been signed by the following persons on behalf of the registrants and in the capacities and on the dates indicated. Signature /s/ Edward K. Aldag, Jr. Edward K. Aldag, Jr. /s/ R. Steven Hamner R. Steven Hamner /s/ G. Steven Dawson G. Steven Dawson /s/ Caterina A. Mozingo Caterina A. Mozingo /s/ Emily W. Murphy Emily W. Murphy /s/ Elizabeth N. Pitman Elizabeth N. Pitman /s/ D. Paul Sparks, Jr. D. Paul Sparks, Jr. /s/ Michael G. Stewart Michael G. Stewart /s/ C. Reynolds Thompson, III C. Reynolds Thompson, III Title Chairman of the Board, President, Chief Executive Officer and Director (Principal Executive Officer) Executive Vice President, Chief Financial Officer and Director (Principal Financial Officer) Director Director Director Director Director Director Director 121 Date February 29, 2024 February 29, 2024 February 29, 2024 February 29, 2024 February 29, 2024 February 29, 2024 February 29, 2024 February 29, 2024 February 29, 2024 Schedule II: Valuation and Qualifying Accounts Medical Properties Trust, Inc. and MPT Operating Partnership, L.P. December 31, 2023 Year Ended December 31, Balance at Beginning of Year(1) Charged Against Operations(1) Additions Charged to Other Accounts (In thousands) Deductions Net Recoveries/ Write-offs(1) Balance at End of Year(1) 2023 2022 2021 $ $ $ 393,057 154,161 146,637 $ $ $ 755,627 (2) $ 294,861 (4) $ 69,131 (6) $ — — $ $ 7,340 (7) $ (270,366) (3) (55,965) (5) (68,947) (8) $ $ $ 878,318 393,057 154,161 (1) Includes real estate impairment reserves, allowances for doubtful accounts, straight-line rent reserves, credit loss reserves, tax valuation allowances, and other reserves. (2) Represents $261 million increase in accounts receivable reserves, $259 million increase in straight-line rent receivable reserves, $90 million increase to equity investment impairment reserves, and $89 million increase to real estate impairment reserves, as further described in Note 3 to Item 8 of this Annual Report on Form 10-K. Also includes an increase of $10 million in credit loss reserves and an approximately $47 million increase in valuation allowances to reserve against our net deferred tax assets in 2023. (3) Includes a $170 million decrease in real estate impairment reserves, an approximately $35 million decrease in credit loss reserves related to transitioning properties back to a tenant in exchange for a first-lien mortgage, and a $50 million recovery of previously reserved interest satisfied as part of the “Prospect Transaction” as disclosed in Note 3 to Item 8 of this Annual Report on Form 10-K. Also includes an approximately $11 million write-off of previously reserved accounts receivable. (4) Represents a $170.6 million increase to real estate impairment reserves, $0.5 million increase in accounts receivable and other reserves, $114.0 million increase in credit loss reserves on financing-type receivables, and a $9.8 million increase in valuation allowance to reserve against our net deferred tax assets in 2022. (5) Includes a $2.9 million decrease in real estate impairment reserves related to disposals in 2022, a $11.7 million decrease in accounts receivable and other reserves, a net credit loss recovery of approximately $15 million on the Watsonville loans, and a $26.4 million decrease of credit loss reserves related to financial instruments sold, repaid, or satisfied in 2022. (6) Represents a $41.7 million increase in credit loss reserves on financing-type receivables, $8 million increase in accounts receivable and other reserves, and an approximately $20 million increase in valuation allowances to reserve against our net deferred tax assets in 2021. (7) Represents $7.3 million of tax valuation allowances recorded as part of the purchase price allocation of the Priory Transaction as disclosed in Note 3 to Item 8 of this Annual Report on Form 10-K. (8) Includes a $22.4 million decrease in real estate impairment reserves related to disposals in 2021, a $38.7 million decrease in accounts receivable and other reserves, $6.0 million decrease of equity investment impairment reserves related to disposals in 2021, and $1.9 million of credit loss recovery related to loan paydowns in 2021. 122 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 9 3 0 4 0 4 0 4 0 4 — 2 4 1 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 5 0 4 0 4 n o e f i L h c i h w n o i t a i c e r p e d t s e t a l n i e m o c n i s i s t n e m e t a t s d e t u p m o c ) s r a e Y ( e t a D d e r i u q c A f o e t a D n o i t c u r t s n o C - m u c n E s e c n a r b n o i t a i c e r p e D l a t o T s g n i d l i u B d n a L d e t a l u m u c c A ) 1 ( 3 2 0 2 , 1 3 r e b m e c e D t a t s o C t n e u q e s b u S s n o i t i d d A n o i t i s i u q c A o t g n i y r r a C s t s o C - e v o r p m I s t n e m s t s o C l a i t i n I s g n i d l i u B d n a L y t r e p o r P f o e p y T I N O I T A C E R P E D D E T A L U M U C C A D N A S T N E M T S E V N I E T A T S E L A E R — I I I E L U D E H C S 3 2 0 2 , 1 3 r e b m e c e D 0 2 0 2 , 9 y r a u n a J 2 2 0 2 , 9 2 l i r p A 4 1 0 2 , 1 3 t s u g u A 2 2 0 2 , 9 r e b m e c e D 4 1 0 2 , 9 1 h c r a M 1 2 0 2 , 5 2 e n u J 9 1 0 2 , 6 1 t s u g u A 5 1 0 2 , 7 1 r e b m e t p e S 7 1 0 2 , 2 h c r a M 1 2 0 2 , 9 1 r e b o t c O 1 2 0 2 , 5 2 e n u J 7 1 0 2 , 0 3 r e b m e v o N 7 1 0 2 , 0 3 r e b m e v o N 7 1 0 2 , 0 3 r e b m e v o N 0 2 0 2 , 5 1 y a M 3 2 0 2 , 9 1 l i r p A 0 2 0 2 , 9 y r a u n a J 9 1 0 2 , 9 y r a u r b e F 4 1 0 2 , 1 y l u J 0 2 0 2 , 9 y r a u n a J 0 2 0 2 , 9 y r a u n a J 0 2 0 2 , 9 y r a u n a J 9 1 0 2 , 3 2 t s u g u A 8 0 0 2 , 1 l i r p A 9 1 0 2 3 2 0 2 , 2 1 , 4 1 l i r p A l i r p A 7 1 0 2 , 3 l i r p A 0 2 0 2 , 9 y r a u n a J 0 2 0 2 1 2 0 2 , 9 2 , 5 2 e n u J e n u J 0 2 0 2 , 9 y r a u n a J 1 2 0 2 , 5 2 e n u J 5 1 0 2 , 3 1 y r a u r b e F 9 1 0 2 , 0 3 t s u g u A 2 1 0 2 , 9 2 y r a u r b e F 0 2 0 2 , 9 y r a u n a J 5 1 0 2 , 0 3 r e b m e t p e S 5 8 9 1 7 9 9 1 4 1 0 2 4 1 0 2 , 0 9 8 1 4 1 0 2 8 0 0 2 1 8 9 1 5 1 0 2 7 1 0 2 6 1 0 2 4 0 0 2 6 1 0 2 , 4 7 9 1 6 1 0 2 , 9 8 9 1 0 1 0 2 , 3 7 9 1 2 2 0 2 5 9 9 1 4 8 9 1 3 8 9 1 , 7 8 8 1 9 0 0 2 , 8 0 0 2 2 9 9 1 1 8 9 1 2 8 9 1 A N / 4 8 9 1 3 7 9 1 9 0 0 2 , 4 6 8 1 7 1 0 2 2 8 9 1 8 1 0 2 6 1 0 2 , 4 8 9 1 , 0 0 9 1 7 5 9 1 0 3 9 1 0 8 9 1 8 0 0 2 8 0 0 2 9 8 9 1 8 7 9 1 - 1 7 9 1 , 2 5 9 1 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — $ 7 7 3 1 8 7 , 6 6 0 1 , 0 1 8 2 8 3 7 9 0 8 6 6 1 0 , 8 2 9 9 6 4 7 6 0 8 , 3 5 0 1 , 3 9 0 4 , 4 3 9 6 , 3 8 6 4 4 7 0 , 2 7 9 3 0 7 0 , 5 1 2 7 8 2 4 , 7 6 5 3 , 1 8 0 1 , 2 — 4 6 7 2 2 9 , 2 8 0 3 , 2 1 6 9 1 4 9 6 , 3 4 8 4 , 9 9 1 5 , 1 4 8 2 , 1 1 3 1 , 5 3 2 7 , 3 3 0 5 , 5 4 3 5 2 3 , 1 9 6 4 , 4 0 1 5 , 1 ) s d n a s u o h t n i s t n u o m a r a l l o D ( $ 3 7 9 , 4 0 1 $ 1 2 7 , 0 0 1 $ 2 5 2 , 4 $ 3 4 7 , 8 2 6 0 , 9 2 2 8 7 , 9 3 2 9 1 , 4 3 9 3 , 0 1 0 6 5 , 8 0 1 3 1 6 , 7 0 1 8 , 7 3 3 0 , 0 7 5 4 6 , 5 6 4 8 0 , 7 3 4 1 5 , 0 3 8 7 8 , 3 1 3 4 , 7 4 9 0 1 , 2 2 2 1 1 , 3 6 1 1 4 , 6 6 8 7 , 2 3 6 4 2 , 0 2 0 1 4 , 6 2 4 4 0 , 9 3 6 5 , 2 9 3 0 , 4 1 4 2 7 , 3 2 6 8 0 , 1 1 8 0 4 , 0 5 1 6 3 , 7 1 6 7 5 , 9 1 2 6 6 , 3 5 8 6 3 , 4 7 1 4 8 , 7 2 4 5 3 5 8 5 , 2 1 9 1 1 , 6 4 3 4 7 , 3 2 9 2 7 , 3 0 1 2 2 2 , 8 2 6 0 , 9 2 8 3 1 , 5 2 7 8 0 , 4 6 1 9 , 9 8 9 7 , 0 7 2 1 8 , 4 0 0 2 , 4 0 5 6 , 4 6 5 5 6 , 8 4 1 8 5 , 6 2 6 7 3 , 3 2 2 5 7 , 2 3 5 2 , 5 4 0 9 2 , 0 2 0 9 1 , 0 5 9 8 2 , 5 7 7 2 , 1 3 3 5 0 , 3 1 8 4 9 , 0 2 4 0 5 , 7 — 5 4 2 , 3 1 9 6 0 , 2 2 9 5 1 , 0 1 6 1 2 , 2 4 7 6 8 , 3 9 1 6 3 , 7 1 4 6 1 , 9 1 1 0 0 , 1 5 8 3 3 , 4 5 4 9 4 , 3 2 5 7 2 7 2 0 , 1 1 4 3 5 , 4 4 1 3 0 , 7 1 5 0 1 7 7 4 — 1 2 5 4 4 6 , 4 1 1 0 8 , 2 0 1 6 , 3 3 8 3 , 5 2 6 7 , 7 3 0 9 9 , 6 1 3 0 5 , 0 1 8 3 1 , 7 6 2 1 , 1 8 7 1 , 2 9 1 8 , 1 2 2 9 , 2 1 2 2 1 , 1 9 0 5 , 1 3 9 1 , 7 2 6 4 , 5 0 4 5 , 1 3 6 5 , 2 4 9 7 7 2 9 5 5 6 , 1 2 9 1 , 8 2 6 8 , 9 — 2 1 4 9 7 1 6 6 , 2 0 3 0 , 0 2 7 4 3 , 4 8 5 5 , 1 5 8 5 , 1 2 1 7 , 6 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — $ — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 5 1 8 $ 1 2 7 , 0 0 1 $ 2 5 2 , 4 $ 2 2 2 , 8 2 6 0 , 9 2 8 3 1 , 5 2 7 8 0 , 4 6 1 9 , 9 8 9 7 , 0 7 2 1 8 , 4 0 0 2 , 4 0 5 6 , 4 6 5 5 6 , 8 4 1 8 5 , 6 2 6 7 3 , 3 2 2 5 7 , 2 3 5 2 , 5 4 0 9 2 , 0 2 0 9 1 , 0 5 9 8 2 , 5 7 7 2 , 1 3 3 5 0 , 3 1 8 4 9 , 0 2 4 0 5 , 7 — 5 4 2 , 3 1 4 5 2 , 1 2 9 5 1 , 0 1 6 1 2 , 2 4 7 6 8 , 3 9 1 6 3 , 7 1 4 6 1 , 9 1 1 0 0 , 1 5 8 3 3 , 4 5 4 9 4 , 3 2 5 7 2 7 2 0 , 1 1 4 3 5 , 4 4 1 3 0 , 7 1 5 0 1 7 7 4 — 1 2 5 4 4 6 , 4 1 2 6 7 , 7 3 1 0 8 , 2 0 1 6 , 3 3 8 3 , 5 0 9 9 , 6 1 3 0 5 , 0 1 8 3 1 , 7 6 2 1 , 1 8 7 1 , 2 9 1 8 , 1 l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g e r a c e r a c e r a c e t u c A e t u c A e t u c A y t i l i c a f h t l a e h l a r o i v a h e B R E g n i d n a t s e e r F l a t i p s o h l a r e n e g e r a c e t u c A y t i l i c a f h t l a e h l a r o i v a h e B y t i l i c a f h t l a e h l a r o i v a h e B y t i l i c a f h t l a e h l a r o i v a h e B l a t i p s o h n o i t a t i l i b a h e R l a t i p s o h n o i t a t i l i b a h e R l a t i p s o h n o i t a t i l i b a h e R l a t i p s o h n o i t a t i l i b a h e R l a t i p s o h n o i t a t i l i b a h e R R E g n i d n a t s e e r F R E g n i d n a t s e e r F 2 2 9 , 2 1 l a t i p s o h l a r e n e g e r a c e t u c A 2 2 1 , 1 9 0 5 , 1 3 9 1 , 7 2 6 4 , 5 0 4 5 , 1 3 6 5 , 2 4 9 7 7 2 9 5 5 6 , 1 2 9 1 , 8 2 6 8 , 9 — 2 1 4 9 7 1 6 6 , 2 0 3 0 , 0 2 7 4 3 , 4 8 5 5 , 1 5 8 5 , 1 2 1 7 , 6 l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g e r a c e r a c e r a c e r a c e t u c A e t u c A e t u c A e t u c A y t i l i c a f h t l a e h l a r o i v a h e B l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g e r a c e r a c e t u c A e t u c A l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g e r a c e r a c e t u c A e t u c A y t i l i c a f h t l a e h l a r o i v a h e B l a t i p s o h n o i t a t i l i b a h e R l a t i p s o h n o i t a t i l i b a h e R l a t i p s o h l a r e n e g e r a c e t u c A y t i l i c a f h t l a e h l a r o i v a h e B l a t i p s o h l a r e n e g e r a c e t u c A y t i l i c a f h t l a e h l a r o i v a h e B e r a c e t u c a m r e t g n o L e r a c e t u c a m r e t g n o L l a t i p s o h l a t i p s o h l a t i p s o h l a r e n e g e r a c e t u c A y t i l i c a f h t l a e h l a r o i v a h e B n i a p S , s a r i c e g l A K U , n e e d r e b A K U , m a h c n i r t l A I W , a n o o t l A K U , d a e t h s A K U , d l o n r A O C , a r o r u A X T , n i t s u A X T , n i v l A Z A , e l a d n o v A K U , r y A n o i t a c o L y n a m r e G , n e s u a h n y e O d a B y n a m r e G , n e l f u z l a S d a B y n a m r e G , n e l f u z l a S d a B y n a m r e G , m i e h n e s s a B A C , d l e i f s r e k a B y n a m r e G , y b r a B K U , e k o t s g n i s a B K U , m a h n e k c e B A C , r e w o l f l l e B K U , d r o f d e B C S , e l l i v s t t e n n e B K U K U K U K U K U , m a h g n i m r i B , m a h g n i m r i B , m a h g n i m r i B , m a h g n i m r i B , m a h g n i m r i B X T , g n i r p S g i B K U K U , n r u b k c a l B , n r u b k c a l B O M , s g n i r p S e u l B H O , n a m d r a o B K U K U , h t a B , h t a B D I , e s i o B J N , p i h s n w o T n o t n o o B K U , n o t l o B 123 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 — 0 4 0 4 0 4 0 4 0 4 0 4 2 4 9 3 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 n o e f i L h c i h w n o i t a i c e r p e d t s e t a l n i e m o c n i s i s t n e m e t a t s d e t u p m o c ) s r a e Y ( e t a D d e r i u q c A 8 0 0 2 , 1 l i r p A 9 1 0 2 , 0 3 t s u g u A 3 2 0 2 , 9 1 l i r p A 5 1 0 2 , 0 3 e n u J 2 2 0 2 , 9 r e b m e c e D 1 2 0 2 , 5 2 e n u J 4 1 0 2 , 3 y l u J 1 2 0 2 , 5 2 e n u J 1 2 0 2 , 5 2 e n u J 2 2 0 2 , 9 2 l i r p A 0 2 0 2 , 9 y r a u n a J 0 2 0 2 , 9 y r a u n a J 1 2 0 2 , 9 1 r e b o t c O 2 1 0 2 , 9 2 y r a u r b e F 9 1 0 2 , 6 1 t s u g u A 2 2 0 2 , 1 2 r e b o t c O 5 1 0 2 , 4 2 l i r p A 5 1 0 2 , 7 r e b o t c O 0 2 0 2 , 9 y r a u n a J 0 2 0 2 , 8 y l u J 8 0 0 2 , 1 l i r p A 0 2 0 2 , 7 1 r e b m e c e D 0 2 0 2 , 7 t s u g u A 4 1 0 2 , 5 e n u J 1 2 0 2 , 9 1 r e b o t c O 4 1 0 2 , 1 1 r e b m e c e D 1 2 0 2 , 9 1 r e b o t c O 5 1 0 2 , 0 1 l i r p A 1 2 0 2 , 1 t s u g u A 9 1 0 2 , 0 3 t s u g u A 0 2 0 2 , 9 y r a u n a J 8 1 0 2 , 8 2 t s u g u A 6 0 0 2 , 5 r e b m e t p e S 0 2 0 2 , 7 t s u g u A 1 2 0 2 , 5 2 e n u J 1 2 0 2 , 5 2 e n u J 5 1 0 2 , 8 e n u J 2 8 9 1 2 9 9 1 5 9 9 1 7 7 9 1 4 1 0 2 , 0 9 7 1 1 2 0 2 , 0 3 8 1 , 4 1 7 1 4 1 0 2 3 0 0 2 0 7 9 1 0 0 0 2 2 8 9 1 0 9 9 1 2 1 0 2 2 1 0 2 2 8 9 1 3 2 0 2 5 1 0 2 5 1 0 2 1 8 9 1 4 9 9 1 2 8 9 1 9 1 0 2 1 0 0 2 4 1 0 2 7 1 0 2 4 1 0 2 8 1 0 2 5 1 0 2 9 5 9 1 8 0 0 2 1 8 9 1 6 0 0 2 , 3 9 9 1 6 0 0 2 1 0 0 2 0 2 0 2 , 8 1 0 2 , 5 3 9 1 0 9 9 1 , 0 6 9 1 5 1 0 2 5 1 0 2 , 0 3 r e b m e t p e S 8 0 0 2 - 9 6 9 1 , 3 5 9 1 8 0 0 2 , 2 2 y a M 3 2 0 2 , 4 1 l i r p A 1 2 0 2 , 5 2 e n u J 0 2 0 2 , 9 y r a u n a J 8 1 0 2 , 8 2 t s u g u A 6 5 9 1 2 1 0 2 ) 2 ( 0 4 8 1 1 8 9 1 6 0 0 2 , 3 9 9 1 5 1 0 2 , 0 3 r e b m e t p e S 8 0 0 2 - 7 2 9 1 , 5 2 9 1 f o e t a D n o i t c u r t s n o C - m u c n E s e c n a r b d e t a l u m u c c A ) 1 ( 3 2 0 2 , 1 3 r e b m e c e D t a t s o C n o i t a i c e r p e D l a t o T s g n i d l i u B d n a L ) s d n a s u o h t n i s t n u o m a r a l l o D ( t n e u q e s b u S s n o i t i d d A n o i t i s i u q c A o t g n i y r r a C s t s o C - e v o r p m I s t n e m s t s o C l a i t i n I s g n i d l i u B d n a L y t r e p o r P f o e p y T — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 0 7 1 , 7 0 2 9 , 6 5 8 4 0 1 9 , 2 5 8 0 , 1 7 7 0 , 1 5 2 9 8 9 3 , 1 2 6 2 4 0 3 — 1 8 7 , 2 3 8 5 , 2 9 8 0 , 3 4 9 3 , 2 5 5 2 6 3 0 , 1 5 9 7 8 9 3 , 6 1 3 1 4 , 6 6 7 2 , 5 1 0 3 1 , 2 5 7 4 , 2 4 1 0 , 1 0 4 6 , 2 4 6 9 3 7 3 , 2 8 6 9 5 9 2 , 5 3 7 5 2 2 , 4 5 6 0 , 1 5 6 8 , 5 8 3 1 , 3 3 3 5 , 3 5 3 7 , 1 8 1 9 5 3 8 , 4 5 0 3 , 3 6 0 2 6 9 7 1 0 8 2 0 8 9 4 1 , 3 2 6 6 , 9 1 2 3 3 , 3 6 4 5 5 , 6 2 3 2 7 , 5 1 1 6 0 , 2 4 5 4 7 , 2 2 0 2 7 , 4 1 0 9 , 7 2 3 4 2 , 2 1 8 9 0 , 7 4 7 7 , 6 3 6 8 4 , 6 2 8 6 1 , 7 5 3 8 6 , 1 8 9 3 , 1 3 1 8 1 , 2 2 0 0 3 , 8 3 0 6 , 4 9 9 8 , 3 9 1 3 2 6 , 4 2 1 1 9 1 , 9 1 0 0 0 , 8 2 1 9 3 , 9 1 1 3 8 , 4 9 1 3 , 6 4 5 5 9 , 4 7 4 7 , 2 4 3 7 1 , 5 0 3 8 9 9 7 , 0 1 1 9 4 6 , 1 5 1 8 6 , 2 1 7 5 9 , 4 1 6 0 9 , 7 3 8 0 5 , 9 6 6 7 5 , 1 3 5 1 5 , 5 1 8 4 , 1 7 3 4 5 , 9 9 1 3 , 1 1 7 8 2 , 3 1 0 8 8 , 1 3 7 5 5 , 7 8 5 5 , 2 1 2 6 7 , 8 1 6 4 8 , 9 5 0 4 3 , 4 2 8 4 5 , 3 1 6 5 3 , 7 3 1 2 5 , 5 1 5 9 8 , 3 1 9 3 , 9 1 3 5 7 , 3 9 9 7 , 6 9 8 5 , 7 2 6 7 5 , 5 2 7 2 2 , 2 5 — 6 4 8 , 0 2 9 5 1 , 1 2 3 8 7 , 4 3 5 8 , 3 3 6 9 , 2 6 1 8 0 8 , 4 9 4 3 5 , 8 1 0 4 5 , 5 2 5 6 9 , 4 1 1 3 2 , 4 8 1 2 , 4 4 8 4 2 , 4 2 9 8 , 8 3 3 2 4 , 4 4 8 5 , 4 8 8 2 5 6 0 7 , 1 4 9 3 3 , 1 1 6 3 5 , 3 1 8 1 8 , 5 3 2 6 2 , 8 4 8 4 3 , 6 2 6 7 2 , 4 2 7 7 , 5 5 3 2 3 , 8 9 9 1 , 0 1 7 7 3 , 0 1 1 4 3 , 1 3 8 4 6 , 5 3 9 6 , 8 0 0 9 6 8 4 , 3 4 1 2 , 2 5 7 1 , 2 5 0 7 , 4 4 2 2 , 7 5 2 8 0 1 5 , 8 0 9 4 , 8 9 9 2 0 1 9 5 8 1 , 9 1 4 9 , 4 3 8 6 , 1 2 2 0 , 1 7 1 5 , 3 0 5 7 2 5 5 , 0 1 6 3 9 , 0 3 5 1 8 , 9 2 7 5 6 0 6 4 , 2 6 2 4 , 4 0 0 6 1 0 1 , 2 7 0 7 5 5 8 , 3 0 5 7 2 0 3 5 1 2 , 6 2 3 4 9 , 9 2 4 3 , 1 1 2 4 , 1 8 8 0 , 2 6 4 2 , 1 2 8 2 2 , 5 9 3 2 , 1 0 2 2 , 1 9 0 7 , 5 1 0 2 1 , 1 0 1 9 , 2 9 3 5 9 0 9 , 1 5 6 8 , 3 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 4 4 9 0 5 5 , 3 8 1 8 , 7 1 6 9 2 , 6 5 0 4 3 , 4 2 8 4 5 , 3 1 6 5 3 , 7 3 1 2 5 , 5 1 5 9 8 , 3 1 9 3 , 9 1 3 5 7 , 3 9 9 7 , 6 9 8 5 , 7 2 6 7 5 , 5 2 7 2 2 , 2 5 — 6 4 8 , 0 2 9 5 1 , 1 2 3 8 7 , 4 3 5 8 , 3 3 6 9 , 2 6 1 8 0 8 , 4 9 4 3 5 , 8 1 0 4 5 , 5 2 5 6 9 , 4 1 1 3 2 , 4 8 1 2 , 4 4 8 4 2 , 4 2 9 8 , 8 3 3 2 4 , 4 4 8 5 , 4 8 8 2 5 6 0 7 , 1 4 9 3 3 , 1 1 6 3 5 , 3 1 8 1 8 , 5 3 2 6 2 , 8 4 8 4 3 , 6 2 6 7 2 , 4 2 7 7 , 5 5 3 2 3 , 8 9 9 1 , 0 1 7 7 3 , 0 1 1 4 3 , 1 3 8 4 6 , 5 3 9 6 , 8 0 0 9 6 8 4 , 3 4 1 2 , 2 5 7 1 , 2 5 0 7 , 4 4 2 2 , 7 5 2 8 0 1 5 , 8 0 9 4 , 8 9 9 2 0 1 9 5 8 1 , 9 1 4 9 , 4 3 8 6 , 1 2 2 0 , 1 7 1 5 , 3 0 5 7 2 5 5 , 0 1 6 3 9 , 0 3 5 1 8 , 9 2 7 5 6 0 6 4 , 2 6 2 4 , 4 0 0 6 1 0 1 , 2 7 0 7 5 5 8 , 3 0 5 7 2 0 3 5 1 2 , 6 2 3 4 9 , 9 2 4 3 , 1 1 2 4 , 1 8 8 0 , 2 6 4 2 , 1 2 8 2 2 , 5 9 3 2 , 1 0 2 2 , 1 9 0 7 , 5 1 0 2 1 , 1 0 1 9 , 2 9 3 5 9 0 9 , 1 5 6 8 , 3 l a t i p s o h l a r e n e g e r a c e t u c A y t i l i c a f h t l a e h l a r o i v a h e B y t i l i c a f h t l a e h l a r o i v a h e B l a t i p s o h n o i t a t i l i b a h e R l a t i p s o h n o i t a t i l i b a h e R y t i l i c a f h t l a e h l a r o i v a h e B y t i l i c a f h t l a e h l a r o i v a h e B l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g e r a c e r a c e r a c e t u c A e t u c A e t u c A y t i l i c a f h t l a e h l a r o i v a h e B l a t i p s o h n o i t a t i l i b a h e R l a t i p s o h l a r e n e g e r a c e t u c A l a t i p s o h n o i t a t i l i b a h e R R E g n i d n a t s e e r F e r a c e t u c a m r e t g n o L l a t i p s o h R E g n i d n a t s e e r F R E g n i d n a t s e e r F l a t i p s o h l a r e n e g e r a c e t u c A l a t i p s o h l a r e n e g e r a c e t u c A y t i l i c a f h t l a e h l a r o i v a h e B l a t i p s o h n o i t a t i l i b a h e R l a t i p s o h l a r e n e g e r a c e t u c A y t i l i c a f h t l a e h l a r o i v a h e B R E g n i d n a t s e e r F y t i l i c a f h t l a e h l a r o i v a h e B R E g n i d n a t s e e r F l a t i p s o h l a r e n e g e r a c e t u c A e r a c e t u c a m r e t g n o L R E g n i d n a t s e e r F l a t i p s o h l a t i p s o h l a r e n e g e r a c e t u c A l a t i p s o h n o i t a t i l i b a h e R e r a c e t u c a m r e t g n o L l a t i p s o h l a t i p s o h l a r e n e g e r a c e t u c A y t i l i c a f h t l a e h l a r o i v a h e B y t i l i c a f h t l a e h l a r o i v a h e B l a t i p s o h l a r e n e g e r a c e t u c A e r a c e t u c a m r e t g n o L R E g n i d n a t s e e r F l a t i p s o h y t i l i c a f h t l a e h l a r o i v a h e B y t i l i c a f h t l a e h l a r o i v a h e B l a t i p s o h l a r e n e g e r a c e t u c A l a t i p s o h n o i t a t i l i b a h e R l a t i p s o h l a r e n e g e r a c e t u c A Y K , n e e r G g n i l w o B y n a m r e G , s i d n a r B y n a m r e G , s l e f n u a r B A L , y t i C r e i s s o B n o i t a c o L O C , d l e i f m o o r B K U , y e l m o r B K U , l o t s i r B K U , e g a s s u B n i a p S , z i d a C K U , y r u B K U , y r u b r e t n a C K U , n e h t r a m r a C X T , n o t l l o r r a C K U , m a h r e t a C Y W , r e p s a C Z A Z A , r e l d n a h C , r e l d n a h C K U K U , e l d a e h C , e l d a e h C C S , w a r e h C C S , e c y a C O C , s g n i r p S o d a r o l o C X T , y t i C e c r e m m o C H O , s u b m u l o C y n a m r e G , e n g o l o C X T , e l l i v s k r a l C L F , s e l b a G l a r o C N I , t n i o P n w o r C X T , e s r e v n o C X T , e o r n o C 124 y n a m r e G , n e l h a D K U , n o d y o r C X T , s a l l a D K U K U K U , n o t g n i l r a D , n o t g n i l r a D , n o t g n i l r a D O C , r e v n e D J N , e l l i v n e D I M , t i o r t e D y n a m r e G , n e g a m r o D J N , r e v o D K U , y r u b s w e D K U , s s i D K U , r e t s e h c r o D 0 4 0 4 8 3 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 4 3 0 4 0 3 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 n o e f i L h c i h w n o i t a i c e r p e d t s e t a l n i e m o c n i s i s t n e m e t a t s d e t u p m o c ) s r a e Y ( e t a D d e r i u q c A f o e t a D n o i t c u r t s n o C - m u c n E s e c n a r b d e t a l u m u c c A ) 1 ( 3 2 0 2 , 1 3 r e b m e c e D t a t s o C n o i t a i c e r p e D l a t o T s g n i d l i u B d n a L ) s d n a s u o h t n i s t n u o m a r a l l o D ( t n e u q e s b u S s n o i t i d d A n o i t i s i u q c A o t g n i y r r a C s t s o C - e v o r p m I s t n e m s t s o C l a i t i n I s g n i d l i u B d n a L y t r e p o r P f o e p y T 0 2 0 2 , 9 y r a u n a J 1 2 0 2 , 9 1 r e b o t c O 0 2 0 2 , 7 1 r e b m e c e D 1 2 0 2 , 9 1 r e b o t c O 2 2 0 2 , 9 r e b m e c e D 9 1 0 2 , 6 1 t s u g u A 4 1 0 2 , 6 e n u J 6 1 0 2 , 3 2 t s u g u A 2 1 0 2 , 7 y r a u r b e F 2 2 0 2 , 9 2 y l u J 9 1 0 2 , 0 3 t s u g u A 1 2 0 2 , 9 1 r e b o t c O 4 1 0 2 , 1 3 y l u J 9 1 0 2 , 0 3 t s u g u A 1 2 0 2 1 2 0 2 , 5 2 , 5 2 e n u J e n u J 3 2 0 2 , 4 1 l i r p A 1 2 0 2 , 6 y l u J 1 2 0 2 , 9 1 r e b o t c O 5 1 0 2 , 2 2 y l u J 1 2 0 2 , 9 1 r e b o t c O 0 2 0 2 , 9 y r a u n a J 1 2 0 2 , 5 2 e n u J 6 1 0 2 , 1 2 r e b o t c O 5 1 0 2 , 5 e n u J 9 1 0 2 , 6 1 t s u g u A 1 2 0 2 , 5 2 e n u J 6 1 0 2 , 4 l i r p A 0 2 0 2 , 9 y r a u n a J 8 1 0 2 , 8 2 t s u g u A 0 2 0 2 , 9 y r a u n a J 9 1 0 2 , 6 1 t s u g u A 0 2 0 2 , 9 y r a u n a J 5 1 0 2 , 1 3 t s u g u A 1 2 0 2 , 5 2 e n u J 9 1 0 2 , 7 1 r e b m e c e D 3 1 0 2 , 1 h c r a M 6 1 0 2 , 2 2 e n u J 6 1 0 2 , 0 1 h c r a M 2 2 0 2 , 1 1 h c r a M 1 2 0 2 , 5 2 e n u J 1 2 0 2 1 2 0 2 , 1 , 1 t s u g u A t s u g u A 1 2 0 2 , 9 1 r e b o t c O 4 8 9 1 2 1 0 2 8 1 0 2 7 1 0 2 4 1 0 2 , 2 9 9 1 , 0 9 7 1 1 8 9 1 4 1 0 2 6 1 0 2 2 1 0 2 7 9 9 1 9 0 0 2 4 1 0 2 4 1 0 2 1 9 9 1 0 8 9 1 7 1 0 2 , 5 1 0 2 , 0 0 7 1 8 0 0 2 6 6 9 1 4 1 0 2 5 1 0 2 0 2 0 2 3 8 9 1 0 8 9 1 , 0 0 9 1 6 1 0 2 5 1 0 2 0 9 9 1 7 0 0 2 , 6 9 7 1 6 1 0 2 1 8 9 1 3 8 9 1 , 6 8 8 1 9 8 9 1 6 8 9 1 0 8 9 1 9 9 9 1 8 9 9 1 4 2 9 1 3 1 0 2 1 9 9 1 , 5 8 8 1 6 1 0 2 3 1 0 2 , 2 9 9 1 0 9 9 1 , 1 0 9 1 0 5 9 1 9 6 9 1 5 1 0 2 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 0 5 5 , 1 8 5 0 , 4 9 5 8 , 1 5 6 8 , 3 1 5 2 , 1 5 4 1 , 4 9 4 9 6 7 2 , 3 8 8 3 , 8 2 1 9 8 3 7 , 2 0 0 1 , 2 3 7 9 8 2 2 , 8 7 3 2 , 1 5 9 9 3 5 2 0 1 4 , 4 5 7 3 , 1 1 8 9 4 1 6 , 2 4 9 1 , 3 1 8 5 0 , 1 1 9 0 , 1 8 6 8 2 4 0 , 7 6 7 3 , 1 3 1 9 0 0 6 , 0 1 9 3 4 5 7 6 , 3 5 8 5 , 3 8 9 0 , 4 5 2 6 , 0 1 3 0 2 , 2 3 5 4 , 1 7 0 4 , 2 6 1 7 , 6 2 0 0 , 1 7 3 1 , 3 0 5 5 6 9 8 , 6 2 2 6 , 2 5 4 3 , 5 1 4 7 3 , 5 1 4 6 4 , 4 7 3 1 6 , 5 2 9 4 8 , 8 6 5 3 8 , 7 4 7 7 1 , 0 4 8 5 4 , 4 3 1 5 , 5 2 7 6 4 , 9 2 3 9 2 , 6 2 4 8 5 , 4 2 3 3 0 , 8 3 9 3 6 , 5 0 8 9 , 5 7 1 4 4 , 0 2 6 0 6 , 1 2 5 3 5 , 1 1 2 9 2 , 9 7 6 9 0 , 5 3 8 7 1 , 6 6 6 8 , 9 4 8 4 0 , 7 1 2 1 0 , 8 3 1 1 3 2 , 7 2 2 2 , 5 3 5 9 , 6 6 6 3 3 , 8 2 3 1 5 , 6 7 3 9 , 6 1 1 8 2 2 , 4 8 0 3 , 3 4 3 7 1 , 3 3 8 1 8 , 8 7 0 2 0 , 6 4 9 5 1 , 4 3 7 3 4 , 9 7 5 4 , 0 1 2 6 8 , 1 4 5 1 0 , 7 4 1 6 , 1 7 4 9 7 , 8 1 5 8 5 , 6 2 1 1 2 5 , 1 7 3 9 3 0 , 7 4 8 9 2 , 5 1 6 4 3 , 9 6 5 4 3 , 1 2 0 8 4 , 5 6 3 9 1 , 3 4 0 6 5 , 5 3 3 6 9 , 3 4 6 4 , 2 2 7 6 5 , 8 2 8 7 4 , 5 2 3 9 2 , 1 2 7 2 6 , 4 3 1 3 1 , 4 3 7 4 , 0 7 5 4 5 , 7 1 1 1 7 , 0 1 7 0 0 , 0 1 2 8 2 , 5 6 7 2 5 , 0 3 1 6 6 , 4 6 7 0 , 5 4 9 1 6 , 5 1 0 7 5 , 1 3 1 7 8 0 , 6 6 4 0 , 4 3 7 3 , 1 6 0 8 9 , 8 1 3 1 7 , 4 7 6 1 , 5 0 1 8 2 0 , 3 7 2 4 , 6 3 9 5 1 , 1 3 5 1 4 , 0 4 0 7 9 , 3 4 5 7 6 , 8 2 4 3 8 , 8 7 5 9 , 8 5 2 6 , 5 3 5 1 1 , 5 9 2 5 , 7 6 4 0 3 , 6 3 8 7 , 7 0 1 2 8 1 , 6 9 2 1 9 8 , 3 4 6 7 8 1 1 , 5 8 6 2 , 4 9 6 3 , 3 2 4 6 , 4 7 1 6 , 4 5 9 4 9 4 0 , 3 0 0 9 5 1 8 1 9 2 , 3 6 0 4 , 3 8 0 5 , 1 7 0 5 , 5 6 9 8 , 2 8 2 5 , 1 5 9 8 , 0 1 0 1 0 , 4 1 9 6 5 , 4 7 1 5 , 1 0 9 7 , 4 2 4 4 , 6 9 2 4 , 1 4 4 1 , 1 6 7 1 , 1 0 8 5 , 5 6 5 3 , 9 0 0 8 , 1 0 0 2 , 1 1 8 8 , 6 4 1 0 , 2 0 7 7 , 1 1 3 0 4 , 8 3 0 5 0 , 2 4 8 4 , 5 3 0 6 0 0 5 , 1 7 3 2 , 6 0 0 9 , 1 5 8 0 , 4 0 9 4 , 2 1 2 0 8 , 8 1 9 3 3 , 5 7 8 4 1 , 3 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 5 0 1 — — — — — — — — — 9 6 6 , 7 — — — — — — — — — — — — — — — — — — — — — — — — 1 1 9 , 3 7 8 9 2 , 5 1 6 4 3 , 9 6 5 4 3 , 1 2 0 8 4 , 5 6 3 9 1 , 3 4 0 6 5 , 5 3 3 6 9 , 3 4 6 4 , 2 2 2 6 4 , 8 2 8 7 4 , 5 2 3 9 2 , 1 2 7 2 6 , 4 3 1 3 1 , 4 3 7 4 , 0 7 5 4 5 , 7 1 1 1 7 , 0 1 7 0 0 , 0 1 2 8 2 , 5 6 8 5 8 , 2 2 1 6 6 , 4 6 7 0 , 5 4 9 1 6 , 5 1 0 7 5 , 1 3 1 7 8 0 , 6 6 4 0 , 4 3 7 3 , 1 6 0 8 9 , 8 1 3 1 7 , 4 7 6 1 , 5 0 1 8 2 0 , 3 7 2 4 , 6 3 9 5 1 , 1 3 5 1 4 , 0 4 0 7 9 , 3 4 5 7 6 , 8 2 4 3 8 , 8 7 5 9 , 8 5 2 6 , 5 3 5 1 1 , 5 9 2 5 , 7 6 4 0 3 , 6 3 8 7 , 7 0 1 1 7 2 , 2 2 2 1 9 8 , 3 4 6 7 8 1 1 , 5 8 6 2 , 4 9 6 3 , 3 2 4 6 , 4 7 1 6 , 4 5 9 4 9 4 0 , 3 0 0 9 5 1 8 1 9 2 , 3 6 0 4 , 3 8 0 5 , 1 7 0 5 , 5 6 9 8 , 2 8 2 5 , 1 5 9 8 , 0 1 0 1 0 , 4 1 9 6 5 , 4 7 1 5 , 1 0 9 7 , 4 2 4 4 , 6 9 2 4 , 1 4 4 1 , 1 6 7 1 , 1 0 8 5 , 5 6 5 3 , 9 0 0 8 , 1 0 0 2 , 1 1 8 8 , 6 4 1 0 , 2 0 7 7 , 1 1 3 0 4 , 8 3 0 5 0 , 2 4 8 4 , 5 3 0 6 0 0 5 , 1 7 3 2 , 6 0 0 9 , 1 5 8 0 , 4 0 9 4 , 2 1 2 0 8 , 8 1 9 3 3 , 5 7 8 4 1 , 3 l a t i p s o h l a r e n e g e r a c e t u c A y t i l i c a f h t l a e h l a r o i v a h e B y t i l i c a f h t l a e h l a r o i v a h e B y t i l i c a f h t l a e h l a r o i v a h e B l a t i p s o h n o i t a t i l i b a h e R l a t i p s o h l a r e n e g e r a c e t u c A R E g n i d n a t s e e r F l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g e r a c e r a c e t u c A e t u c A l a t i p s o h n o i t a t i l i b a h e R l a t i p s o h e r a c e t u c a m r e t g n o L y t i l i c a f h t l a e h l a r o i v a h e B y t i l i c a f h t l a e h l a r o i v a h e B y t i l i c a f h t l a e h l a r o i v a h e B y t i l i c a f h t l a e h l a r o i v a h e B l a t i p s o h n o i t a t i l i b a h e R l a t i p s o h l a r e n e g e r a c e t u c A y t i l i c a f h t l a e h l a r o i v a h e B R E g n i d n a t s e e r F R E g n i d n a t s e e r F l a t i p s o h l a r e n e g e r a c e t u c A y t i l i c a f h t l a e h l a r o i v a h e B y t i l i c a f h t l a e h l a r o i v a h e B R E g n i d n a t s e e r F R E g n i d n a t s e e r F l a t i p s o h l a r e n e g e r a c e t u c A y t i l i c a f h t l a e h l a r o i v a h e B l a t i p s o h l a r e n e g e r a c e t u c A l a t i p s o h n o i t a t i l i b a h e R l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g e r a c e r a c e r a c e r a c e t u c A e t u c A e t u c A e t u c A l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g e r a c e r a c e t u c A e t u c A y t i l i c a f h t l a e h l a r o i v a h e B l a t i p s o h n o i t a t i l i b a h e R R E g n i d n a t s e e r F l a t i p s o h l a r e n e g e r a c e t u c A y t i l i c a f h t l a e h l a r o i v a h e B l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g e r a c e r a c e t u c A e t u c A y t i l i c a f h t l a e h l a r o i v a h e B R E g n i d n a t s e e r F K U , h c i w t i o r D H O , n i l b u D X T , o s a P l E O C , d o o w e l g n E K U , n o t x u E K U , x e s s E X T , e n o t s e r i F Z A , f f a t s g a l F Z A , e c n e r o l F n o i t a c o L a i b m o l o C , a c n a l b a d i r o l F X T , h t r o W t r o F O C , n i a t n u o F A C , m o s l o F A C , o n s e r F K U K U , e m o r F , e m o r F K U , h g u o r o b s e n i a G X T , n w o t e g r o e G A C , a n e d r a G K U K U Z A Z A , w o g s a l G , w o g s a l G , e l a d n e l G , e l a d n e l G Z A Z A , t r e b l i G , t r e b l i G K U , r e t s e c u o l G K U , g n i m l a d o G Z A , r a e y d o o G K U , n e d n e s s i M t a e r G y n a m r e G , h t a f e r G K U , d r o f d l i u G K U , l l a s l a H K U , w o r r a H C S , e l l i v s t r a H K U , s k c o s s a H A P , s g n i t s a H X T , n a m s u a H y n a m r e G , g r e b l e d i e H d n a l n i F , i k n i s l e H X T , s e t o l e H K U , d a e t s p m e H l e m e H H O , s l l i H d n a l h g i H L F L F , h a e l a i H , h a e l a i H 125 0 4 0 4 5 1 0 4 0 4 4 3 4 3 1 4 0 4 1 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 3 0 5 0 4 0 4 0 4 0 4 9 2 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 5 0 4 5 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 n o e f i L h c i h w n o i t a i c e r p e d t s e t a l n i e m o c n i s i s t n e m e t a t s d e t u p m o c ) s r a e Y ( e t a D d e r i u q c A f o e t a D n o i t c u r t s n o C - m u c n E s e c n a r b d e t a l u m u c c A ) 1 ( 3 2 0 2 , 1 3 r e b m e c e D t a t s o C n o i t a i c e r p e D l a t o T s g n i d l i u B d n a L ) s d n a s u o h t n i s t n u o m a r a l l o D ( t n e u q e s b u S s n o i t i d d A n o i t i s i u q c A o t g n i y r r a C s t s o C - e v o r p m I s t n e m s t s o C l a i t i n I s g n i d l i u B d n a L y t r e p o r P f o e p y T 5 1 0 2 , 2 2 r e b m e t p e S 6 1 0 2 , 5 2 y l u J 0 1 0 2 , 7 1 r e b m e t p e S 1 2 0 2 1 2 0 2 , 5 2 , 5 2 e n u J e n u J 5 1 0 2 5 1 0 2 , 1 , 1 y a M y a M 7 1 0 2 , 9 2 r e b m e t p e S 5 1 0 2 , 1 3 t s u g u A 7 1 0 2 6 1 0 2 , 9 2 , 6 2 r e b m e t p e S r e b m e t p e S 9 1 0 2 , 5 2 r e b o t c O 7 0 0 2 , 0 1 t s u g u A 1 2 0 2 1 2 0 2 , 6 , 6 y l u J y l u J 8 0 0 2 , 1 l i r p A 7 1 0 2 9 1 0 2 , 9 1 , 7 1 r e b m e c e D r e b m e c e D 9 1 0 2 , 0 1 e n u J 5 1 0 2 , 3 1 y r a u r b e F 6 1 0 2 , 0 1 r e b o t c O 5 1 0 2 , 1 2 r e b o t c O 3 2 0 2 , 1 e n u J 2 2 0 2 , 1 1 h c r a M 3 1 0 2 , 1 y r a u r b e F 1 2 0 2 , 9 1 r e b o t c O 9 1 0 2 , 7 1 r e b m e c e D 1 2 0 2 , 1 t s u g u A 9 1 0 2 , 7 1 r e b m e c e D 7 1 0 2 , 9 2 r e b m e t p e S 5 1 0 2 9 1 0 2 1 2 0 2 , 9 1 , 0 1 , 5 2 e n u J e n u J e n u J 7 1 0 2 , 9 2 r e b m e t p e S 7 1 0 2 , 1 y a M 3 1 0 2 , 1 r e b m e c e D 0 2 0 2 , 9 y r a u n a J 2 2 0 2 , 9 r e b m e c e D 0 2 0 2 , 9 y r a u n a J 2 2 0 2 , 9 r e b m e c e D 0 2 0 2 , 9 y r a u n a J 1 2 0 2 , 5 2 e n u J 5 1 0 2 6 1 0 2 0 8 9 1 7 0 0 2 , 2 9 8 1 0 8 9 1 5 1 0 2 5 1 0 2 1 0 0 2 - 4 8 9 1 5 8 9 1 0 5 9 1 - 0 4 9 1 6 1 0 2 0 2 0 2 0 6 9 1 7 6 9 1 9 6 9 1 - 0 6 9 1 2 0 0 2 0 2 0 2 4 2 9 1 7 1 0 2 8 7 9 1 6 1 0 2 5 1 0 2 8 9 9 1 7 1 0 2 3 1 0 2 2 1 0 2 3 8 9 1 5 7 9 1 5 8 9 1 0 1 0 2 - 6 7 9 1 5 1 0 2 7 1 0 2 0 9 9 1 5 1 0 2 2 2 9 1 3 1 0 2 4 8 9 1 4 1 0 2 , 1 1 8 1 7 8 9 1 4 1 0 2 , 2 9 9 1 , 0 9 7 1 7 7 9 1 0 6 9 1 , 0 0 9 1 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 9 7 4 6 8 8 8 3 1 , 1 9 3 1 , 6 1 9 5 7 8 1 9 , 1 8 0 3 4 2 7 5 9 3 , 1 1 4 3 , 7 1 7 3 3 , 6 1 3 8 6 , 1 2 4 1 , 1 2 6 8 3 1 6 4 8 1 9 , 7 1 5 2 5 , 0 1 5 3 4 , 3 3 5 5 3 , 1 7 3 6 , 4 1 6 5 7 1 9 7 8 8 2 5 8 0 , 2 8 6 0 , 4 2 8 7 9 7 5 , 4 0 7 7 , 6 0 0 3 , 0 1 7 5 8 , 1 3 9 2 8 3 7 3 , 1 5 6 6 4 6 6 , 5 6 0 0 , 7 1 7 7 8 1 2 1 , 6 2 1 5 , 1 2 2 4 7 9 4 3 3 1 , 8 6 7 0 , 1 3 2 7 , 4 9 7 9 , 8 7 4 8 , 9 1 0 7 2 , 9 1 1 3 7 , 5 1 1 8 5 , 7 0 3 3 , 1 3 4 7 , 7 5 7 2 , 6 8 9 4 6 , 3 2 2 6 4 9 , 4 9 0 5 , 8 2 7 9 0 , 3 6 4 3 1 , 8 8 3 0 , 0 1 1 9 4 , 3 7 2 5 5 , 0 1 1 5 3 0 , 6 5 2 6 1 0 , 6 1 6 1 9 , 4 7 8 0 7 , 5 9 8 9 , 5 6 2 9 , 3 2 3 5 6 , 4 4 3 4 7 , 5 1 4 2 6 , 3 1 7 0 6 , 3 4 5 7 9 , 6 6 0 7 9 , 0 6 1 4 4 0 , 1 9 3 9 7 1 , 5 1 5 4 , 6 1 1 0 8 , 1 1 4 9 9 , 4 4 4 2 8 , 0 8 2 3 7 , 4 7 4 2 , 0 7 5 7 1 , 8 8 3 3 4 , 7 9 0 9 , 3 4 8 1 7 , 3 9 6 1 8 , 1 2 1 5 5 , 1 9 7 7 , 4 7 2 7 , 8 1 4 0 8 , 6 1 5 1 3 , 0 1 1 8 5 , 7 0 3 3 , 1 2 9 0 , 6 3 5 6 , 0 8 2 6 9 , 4 9 1 6 9 9 , 3 6 4 4 , 2 2 3 2 8 , 9 5 2 0 0 , 5 3 0 1 , 6 9 6 6 , 1 7 2 7 6 , 8 0 1 8 5 1 , 7 4 2 5 6 6 , 3 1 9 1 4 , 4 6 4 7 1 , 4 3 7 8 , 3 6 2 2 , 7 1 2 5 3 , 3 4 3 4 9 , 4 1 5 9 7 , 0 1 9 4 8 , 2 4 1 3 0 , 3 6 3 1 3 , 0 5 1 4 8 6 , 6 7 3 1 0 9 , 3 8 3 9 , 3 1 1 2 5 , 9 6 2 6 , 1 3 5 3 4 , 5 7 1 9 4 , 3 4 0 0 , 1 6 9 0 9 , 1 5 8 4 1 , 4 3 7 9 , 4 1 7 6 2 , 1 8 5 5 6 , 5 1 2 7 1 , 3 0 0 2 , 4 0 2 1 , 1 6 6 4 , 2 6 1 4 , 5 — — 1 5 6 , 1 2 2 6 , 5 7 8 6 , 8 2 0 5 9 3 6 0 , 6 4 7 2 , 3 2 3 1 , 3 5 3 9 , 3 2 2 8 , 1 0 8 8 , 1 7 7 8 , 8 1 5 3 , 2 4 3 5 , 1 6 1 1 , 2 0 0 7 , 6 1 0 3 , 1 0 0 8 9 2 8 , 2 8 5 7 7 9 4 , 0 1 4 4 9 , 3 7 5 6 , 0 1 0 6 3 , 4 1 8 7 2 , 1 3 1 5 , 2 0 8 2 , 2 8 6 3 , 3 1 9 8 3 , 5 1 4 2 , 1 3 4 2 , 9 6 6 2 , 6 3 5 8 2 , 3 6 3 9 , 8 2 1 5 4 , 2 1 1 6 1 , 6 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 5 4 8 — — — — 6 9 2 3 3 7 , 2 1 2 2 , 1 2 4 3 9 , 0 9 5 6 5 , 2 9 9 4 , 2 3 — — 4 6 0 , 1 3 5 3 , 0 3 — — — — — — — ) 5 2 ( — — — — — — — 0 3 5 , 6 6 7 6 , 1 — — — — — — — — 1 5 5 , 1 9 7 7 , 4 2 8 8 , 7 1 4 0 8 , 6 1 5 1 3 , 0 1 1 8 5 , 7 4 3 0 , 1 9 5 3 , 3 2 3 4 , 9 5 8 2 0 , 4 0 1 6 9 9 , 3 1 8 8 , 9 1 4 2 3 , 7 2 2 0 0 , 5 3 0 1 , 6 6 1 3 , 1 4 8 0 6 , 7 0 1 8 5 1 , 7 4 2 5 6 6 , 3 1 9 1 4 , 4 6 4 7 1 , 4 3 7 8 , 3 6 2 2 , 7 1 2 5 3 , 3 4 8 6 9 , 4 1 5 9 7 , 0 1 9 4 8 , 2 4 1 3 0 , 3 6 3 1 3 , 0 5 1 4 5 1 , 0 7 3 1 0 9 , 3 8 3 9 , 3 1 1 2 5 , 9 0 5 9 , 9 2 5 3 4 , 5 7 1 9 4 , 3 4 0 0 , 1 6 9 0 9 , 1 5 8 4 1 , 4 3 7 9 , 4 1 7 6 2 , 1 8 5 5 6 , 5 1 2 7 1 , 3 0 0 2 , 4 0 2 1 , 1 6 6 4 , 2 6 1 4 , 5 — — 1 5 6 , 1 2 2 6 , 5 7 8 6 , 8 2 0 5 9 3 6 0 , 6 4 7 2 , 3 2 3 1 , 3 5 3 9 , 3 2 2 8 , 1 0 8 8 , 1 7 7 8 , 8 1 5 3 , 2 4 3 5 , 1 6 1 1 , 2 0 0 7 , 6 1 0 3 , 1 0 0 8 9 2 8 , 2 8 5 7 7 9 4 , 0 1 4 4 9 , 3 7 5 6 , 0 1 0 6 3 , 4 1 8 7 2 , 1 3 1 5 , 2 0 8 2 , 2 8 6 3 , 3 1 9 8 3 , 5 1 4 2 , 1 3 4 2 , 9 6 6 2 , 6 3 5 8 2 , 3 6 3 9 , 8 2 1 5 4 , 2 1 1 6 1 , 6 l a t i p s o h l a r e n e g e r a c e t u c A y t i l i c a f h t l a e h l a r o i v a h e B y t i l i c a f h t l a e h l a r o i v a h e B l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g e r a c e r a c e r a c e t u c A e t u c A e t u c A R E g n i d n a t s e e r F l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g e r a c e r a c e r a c e r a c e r a c e r a c e r a c e r a c e t u c A e t u c A e t u c A e t u c A e t u c A e t u c A e t u c A e t u c A y t i l i c a f h t l a e h l a r o i v a h e B l a t i p s o h l a r e n e g e r a c e t u c A l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g e r a c e r a c e r a c e r a c e t u c A e t u c A e t u c A e t u c A y t i l i c a f h t l a e h l a r o i v a h e B l a t i p s o h n o i t a t i l i b a h e R l a t i p s o h n o i t a t i l i b a h e R l a t i p s o h l a r e n e g e r a c e t u c A y t i l i c a f h t l a e h l a r o i v a h e B l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g e r a c e r a c e t u c A e t u c A R E g n i d n a t s e e r F R E g n i d n a t s e e r F l a t i p s o h l a r e n e g e r a c e t u c A y t i l i c a f h t l a e h l a r o i v a h e B l a t i p s o h l a r e n e g e r a c e t u c A y t i l i c a f h t l a e h l a r o i v a h e B l a t i p s o h l a r e n e g e r a c e t u c A y t i l i c a f h t l a e h l a r o i v a h e B R E g n i d n a t s e e r F R E g n i d n a t s e e r F R E g n i d n a t s e e r F R E g n i d n a t s e e r F R E g n i d n a t s e e r F R E g n i d n a t s e e r F X T , e g a l l i V d n a l h g i H O C , h c n a R s d n a l h g i H X T , y t n u o C l l i H K U , y e l k c n i H n o i t a c o L R A , s g n i r p S t o H X T X T X T X T , n o t s u o H , n o t s u o H , n o t s u o H , n o t s u o H L A L A , r e v o o H , r e v o o H K U , k o o H R A , e p o H A C A C , k r a P n o t g n i t n u H , k r a P n o t g n i t n u H D I D I , s l l a F o h a d I , s l l a F o h a d I A P , n w o t s n h o J S K , y t i C s a s n a K O M , y t i C s a s n a K X T X T , y t a K , y t a K y n a m r e G , n r o b s g n u l h u K d n a l n i F , o i p o u K L F , s e k a L e l a d r e d u a L N I N I , e t t e y a f a L , e t t e y a f a L Y W , r e d n a L X T , y t i C e u g a e L S K , d o o w a e L X T , l m E e l t t i L D I , n o t s i w e L K U , s d e e L T U , i h e L K O , n o t w a L T U , n o t y a L K U K U K U K U K U K U , n o d n o L , n o d n o L , n o d n o L , n o d n o L , n o d n o L , n o d n o L 126 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 3 - 1 4 2 4 0 4 0 4 0 4 0 3 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 6 4 0 4 0 4 0 4 1 4 0 4 0 4 0 4 0 5 0 4 0 3 0 4 0 5 0 5 0 4 0 4 0 4 n o e f i L h c i h w n o i t a i c e r p e d t s e t a l n i e m o c n i s i s t n e m e t a t s d e t u p m o c ) s r a e Y ( e t a D d e r i u q c A f o e t a D n o i t c u r t s n o C - m u c n E s e c n a r b d e t a l u m u c c A ) 1 ( 3 2 0 2 , 1 3 r e b m e c e D t a t s o C n o i t a i c e r p e D l a t o T s g n i d l i u B d n a L ) s d n a s u o h t n i s t n u o m a r a l l o D ( t n e u q e s b u S s n o i t i d d A n o i t i s i u q c A o t g n i y r r a C s t s o C - e v o r p m I s t n e m s t s o C l a i t i n I s g n i d l i u B d n a L y t r e p o r P f o e p y T 1 2 0 2 , 5 2 e n u J 6 1 0 2 , 0 1 y r a u r b e F 1 2 0 2 , 6 y l u J 5 1 0 2 , 6 1 e n u J 0 2 0 2 , 3 1 t s u g u A 2 2 0 2 , 9 2 l i r p A 6 1 0 2 , 8 2 r e b o t c O 6 1 0 2 , 5 1 5 1 0 2 , 1 3 y l u J y l u J 1 2 0 2 , 9 1 r e b o t c O 5 1 0 2 , 1 3 t s u g u A 7 1 0 2 , 1 y a M 1 2 0 2 , 5 2 e n u J 3 1 0 2 , 6 2 r e b m e t p e S 2 2 0 2 , 8 1 l i r p A 9 1 0 2 , 7 1 r e b m e c e D 1 2 0 2 , 1 t s u g u A 2 2 0 2 , 5 2 l i r p A 0 2 0 2 , 9 y r a u n a J 1 2 0 2 , 5 2 e n u J 4 1 0 2 , 1 l i r p A 9 1 0 2 , 0 3 t s u g u A 2 1 0 2 , 9 2 y r a u r b e F 6 1 0 2 , 3 2 r e b m e t p e S 6 1 0 2 , 2 y a M 1 2 0 2 , 9 1 r e b o t c O 1 1 0 2 , 4 1 y r a u r b e F 1 2 0 2 , 6 y l u J 1 2 0 2 , 6 y l u J 8 1 0 2 , 7 2 e n u J 0 2 0 2 , 9 y r a u n a J 1 2 0 2 1 2 0 2 , 5 2 , 5 2 e n u J e n u J 2 9 9 1 6 1 0 2 2 7 9 1 8 0 0 2 0 0 0 2 - 9 8 9 1 , 0 4 9 1 8 1 0 2 6 1 0 2 6 1 0 2 5 1 0 2 A N / 6 9 9 1 2 0 0 2 0 9 9 1 7 0 0 2 9 1 0 2 0 6 9 1 5 5 9 1 , 8 8 9 1 , 2 6 9 1 , 8 5 9 1 6 1 0 2 3 8 9 1 7 1 0 2 0 0 0 2 - 0 2 9 1 2 1 0 2 1 1 0 2 6 1 0 2 3 0 0 2 - 0 2 9 1 , 9 1 9 1 0 1 0 2 7 0 0 2 5 9 9 1 , 9 5 9 1 8 7 9 1 - 8 5 9 1 A N / 3 8 9 1 0 0 0 2 0 8 9 1 4 1 0 2 , 1 h c r a M 1 2 0 2 1 2 0 2 , 9 1 , 9 1 r e b o t c O r e b o t c O 9 1 0 2 , 0 1 e n u J 0 2 0 2 , 9 y r a u n a J 9 1 0 2 , 7 1 r e b m e c e D 2 2 0 2 , 1 1 h c r a M 9 1 0 2 9 1 0 2 , 0 1 , 0 1 e n u J e n u J 3 1 0 2 , 1 y r a u r b e F 9 1 0 2 , 7 1 r e b m e c e D 5 1 0 2 , 6 r e b m e v o N 4 1 0 2 7 1 0 2 5 1 0 2 8 1 0 2 7 8 9 1 0 5 9 1 7 1 0 2 7 1 0 2 9 1 0 2 2 1 0 2 8 8 9 1 5 1 0 2 7 1 0 2 , 9 2 r e b m e t p e S 4 0 0 2 - 3 7 9 1 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 7 8 4 7 2 8 3 9 5 , 2 8 1 7 , 6 9 4 7 , 2 1 8 9 4 2 6 9 — 8 8 0 , 1 9 4 1 , 1 4 2 1 , 9 1 2 7 1 , 5 3 4 1 , 1 4 0 5 , 7 2 7 0 7 1 3 7 2 9 0 , 8 3 8 4 , 1 0 1 6 , 3 6 7 9 8 5 8 , 4 2 6 7 2 0 5 8 0 1 1 , 1 9 1 0 , 2 2 7 4 — 4 6 4 9 4 5 , 5 8 7 1 , 2 0 6 6 , 4 5 3 7 7 2 2 5 2 0 , 4 2 4 5 , 0 2 7 3 3 6 7 3 , 3 2 4 4 , 1 2 1 3 , 4 6 4 2 , 7 7 8 1 , 2 1 4 4 , 1 8 9 4 , 1 6 2 6 , 2 6 8 9 , 9 8 0 9 9 2 9 , 5 0 2 6 , 0 2 6 2 7 , 2 5 6 1 3 , 3 3 6 6 4 , 2 1 3 4 6 , 8 7 1 0 7 1 , 8 2 6 3 , 7 8 1 6 , 6 4 3 9 , 2 0 0 9 , 2 0 1 9 5 5 , 4 4 4 8 6 , 1 2 2 8 6 , 0 1 1 0 7 6 , 4 4 0 0 , 9 1 3 0 6 , 1 5 1 7 4 6 , 1 6 6 0 1 , 1 4 8 5 0 , 7 2 7 1 1 , 8 0 1 5 9 7 , 2 5 7 9 , 8 5 7 4 , 2 1 0 1 5 , 7 5 7 2 4 , 8 1 5 7 , 8 6 1 0 , 8 1 5 1 5 , 5 4 3 7 3 , 6 3 0 9 , 0 5 1 7 9 , 8 1 6 0 4 , 3 1 8 8 6 , 6 3 7 1 , 8 1 9 7 6 , 4 6 9 6 9 , 7 1 2 5 0 , 3 5 4 7 0 , 1 5 5 8 0 , 8 4 9 7 3 , 7 1 4 5 4 , 7 1 5 2 1 , 2 1 5 0 1 , 7 9 8 4 7 , 5 5 3 3 , 6 4 1 0 1 8 , 6 1 8 1 , 4 4 6 1 , 0 4 0 4 9 , 1 3 8 1 7 , 1 1 7 2 5 , 8 4 1 — 0 7 3 , 5 1 0 8 , 5 0 6 0 , 4 0 0 9 , 7 9 7 1 9 , 8 3 2 8 9 , 5 1 4 8 1 , 4 0 1 0 8 2 , 4 0 0 4 , 6 1 3 0 2 , 7 0 1 7 1 2 , 1 4 1 6 8 , 5 3 2 5 5 , 1 1 0 4 6 , 9 9 8 9 1 , 2 5 2 1 , 6 2 2 6 , 0 1 3 5 5 , 4 2 2 1 2 , 7 — 2 8 1 , 7 1 0 4 9 , 5 9 6 5 , 7 3 0 6 9 , 8 6 4 2 , 3 1 5 9 , 5 4 8 1 1 , 0 4 1 4 1 4 , 6 1 7 4 0 , 3 7 9 7 , 7 5 4 8 4 , 4 1 4 1 7 , 2 4 7 9 6 , 8 4 2 1 9 , 4 4 5 0 4 , 4 1 3 6 2 , 4 1 3 7 6 , 9 7 5 2 , 5 9 8 4 4 , 4 8 4 7 , 1 0 1 8 , 3 1 2 6 5 , 2 1 6 7 3 , 1 6 1 1 , 0 3 8 4 7 0 0 8 , 2 1 6 5 , 1 8 5 5 , 2 4 3 9 , 2 0 0 0 , 5 2 4 6 , 5 2 0 7 , 5 8 9 4 , 6 4 0 6 , 2 0 9 3 0 0 4 , 4 4 5 4 2 , 5 0 3 4 , 0 2 7 7 4 , 8 6 0 5 , 5 1 7 9 5 3 5 8 , 1 0 5 8 , 2 5 1 2 , 1 7 5 9 , 2 3 4 3 8 1 1 8 , 2 6 4 9 , 7 3 7 3 , 6 2 5 9 , 4 1 1 0 , 0 1 0 6 1 , 0 1 7 1 2 , 6 9 5 7 , 1 1 4 6 , 3 2 8 8 , 6 5 8 4 , 3 8 3 3 , 0 1 7 7 3 , 2 3 7 1 , 3 4 7 9 , 2 1 9 1 , 3 2 5 4 , 2 8 4 8 , 1 0 0 3 , 1 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 8 4 6 , 3 — — — — — — — — — — — 2 5 1 , 4 0 3 8 , 1 2 — — 7 7 5 5 3 9 , 0 1 — — — — — — — — — — — 5 9 9 , 5 — — 2 5 0 , 2 0 0 6 , 6 1 — — — — — — 7 — — 0 1 8 , 6 1 8 1 , 4 4 6 1 , 0 4 2 9 2 , 8 2 8 1 7 , 1 1 7 2 5 , 8 4 1 — 0 7 3 , 5 1 0 8 , 5 0 6 0 , 4 0 0 9 , 7 9 7 8 0 , 7 1 2 8 9 , 5 1 2 3 0 , 0 0 1 0 8 2 , 4 0 0 4 , 6 1 3 0 2 , 7 0 1 2 8 2 , 0 3 1 6 8 , 5 3 2 5 5 , 1 1 0 4 6 , 9 9 8 9 1 , 2 5 2 1 , 6 2 2 6 , 0 1 3 5 5 , 4 2 2 1 2 , 7 — 2 8 1 , 7 1 0 4 9 , 5 4 7 5 , 1 3 0 6 9 , 8 6 4 2 , 3 1 5 9 , 5 4 8 1 5 , 3 2 1 4 1 4 , 6 1 7 4 0 , 3 5 4 7 , 5 5 4 8 4 , 4 1 4 1 7 , 2 4 7 9 6 , 8 4 2 1 9 , 4 4 5 0 4 , 4 1 3 6 2 , 4 1 6 6 6 , 9 7 5 2 , 5 9 8 4 4 , 4 8 4 7 , 1 0 1 8 , 3 1 2 6 5 , 2 1 6 7 3 , 1 6 1 1 , 0 3 8 4 7 0 0 8 , 2 1 6 5 , 1 8 5 5 , 2 4 3 9 , 2 0 0 0 , 5 2 4 6 , 5 2 0 7 , 5 8 9 4 , 6 4 0 6 , 2 0 9 3 0 0 4 , 4 4 0 3 4 , 0 2 5 4 2 , 5 0 0 9 , 7 6 0 5 , 5 1 7 9 5 3 5 8 , 1 0 5 8 , 2 5 1 2 , 1 7 5 9 , 2 3 4 3 8 1 1 8 , 2 6 4 9 , 7 3 7 3 , 6 2 5 9 , 4 1 1 0 , 0 1 0 6 1 , 0 1 7 1 2 , 6 9 5 7 , 1 1 4 6 , 3 2 8 8 , 6 5 8 4 , 3 8 3 3 , 0 1 7 7 3 , 2 3 7 1 , 3 4 7 9 , 2 1 9 1 , 3 2 5 4 , 2 8 4 8 , 1 0 0 3 , 1 y t i l i c a f h t l a e h l a r o i v a h e B R E g n i d n a t s e e r F l a t i p s o h l a r e n e g e r a c e t u c A l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g e r a c e r a c e t u c A e t u c A l a t i p s o h n o i t a t i l i b a h e R l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g e r a c e r a c e t u c A e t u c A y t i l i c a f h t l a e h l a r o i v a h e B y t i l i c a f h t l a e h l a r o i v a h e B l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g e r a c e r a c e r a c e r a c e r a c e t u c A e t u c A e t u c A e t u c A e t u c A l a t i p s o h l a r e n e g e r a c e t u c A l a t i p s o h l a r e n e g e r a c e t u c A y t i l i c a f h t l a e h l a r o i v a h e B e r a c e t u c a m r e t g n o L l a t i p s o h l a t i p s o h l a r e n e g e r a c e t u c A y t i l i c a f h t l a e h l a r o i v a h e B e r a c e t u c a m r e t g n o L l a t i p s o h n o i t a t i l i b a h e R R E g n i d n a t s e e r F l a t i p s o h l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g e r a c e r a c e r a c e r a c e t u c A e t u c A e t u c A e t u c A y t i l i c a f h t l a e h l a r o i v a h e B y t i l i c a f h t l a e h l a r o i v a h e B l a t i p s o h l a r e n e g e r a c e t u c A y t i l i c a f h t l a e h l a r o i v a h e B y t i l i c a f h t l a e h l a r o i v a h e B l a t i p s o h n o i t a t i l i b a h e R l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g e r a c e r a c e r a c e r a c e r a c e r a c e r a c e r a c e t u c A e t u c A e t u c A e t u c A e t u c A e t u c A e t u c A e t u c A R E g n i d n a t s e e r F R E g n i d n a t s e e r F R E g n i d n a t s e e r F R E g n i d n a t s e e r F A C , s e l e g n A s o L O C , t n o m g n o L K U , n o d n o L X T , k c o b b u L A C , d o o w n y L P S , a g a l a M A L , e l l i v e d n a M X T X T , y e n n i K c M , y e n n i K c M A L , o r e r r a M R O , e l l i v n n i M M c L F , e n r u o b l e M n o i t a c o L K U , y a r b w o M n o t l e M A P , e l a d s r e y e M L F L F , i m a i M , i m a i M Z A Z A , a s e M , a s e M K U , s e n y e K n o t l i M K U , h t u o m n o M J N , r i a l c t n o M C S , t n a s a e l P t n u o M X T , s l e f n u a r B w e N A L , s n a e l r O w e N K U K U K U , m a h g n i t t o N , m a h g n i t t o N , m a h g n i t t o N A M , d o o w r o N A C A C , k l a w r o N , k l a w r o N X T , a s s e d O T U , n e d g O K O , y t i C a m o h a l k O K U , n o t g n i p r O A I , a w m u t t O d n a l n i F , u l u O S K S K , e h t a l O , e h t a l O S K S K , k r a P d n a l r e v O , k r a P d n a l r e v O X T , k o o l r e v O X T , e n i t s e l a P O C , r e k r a P O M , d n a l h t r o N N I , h g r u b w e N J N , k r a w e N 127 0 3 0 4 0 4 2 4 3 4 0 4 0 4 0 4 0 4 0 4 0 4 0 3 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 6 3 0 3 0 4 0 4 0 4 2 4 0 5 0 4 0 4 0 4 0 4 1 4 1 4 0 4 0 4 0 4 0 4 0 4 n o e f i L h c i h w n o i t a i c e r p e d t s e t a l n i e m o c n i s i s t n e m e t a t s d e t u p m o c ) s r a e Y ( e t a D d e r i u q c A f o e t a D n o i t c u r t s n o C - m u c n E s e c n a r b d e t a l u m u c c A ) 1 ( 3 2 0 2 , 1 3 r e b m e c e D t a t s o C n o i t a i c e r p e D l a t o T s g n i d l i u B d n a L ) s d n a s u o h t n i s t n u o m a r a l l o D ( t n e u q e s b u S s n o i t i d d A n o i t i s i u q c A o t g n i y r r a C s t s o C - e v o r p m I s t n e m s t s o C l a i t i n I s g n i d l i u B d n a L y t r e p o r P f o e p y T 8 1 0 2 , 1 3 t s u g u A 4 1 0 2 , 8 r e b m e t p e S 8 0 0 2 , 1 y l u J 7 1 0 2 7 1 0 2 , 9 2 , 9 2 r e b m e t p e S r e b m e t p e S 7 1 0 2 , 0 1 y r a u r b e F 7 1 0 2 , 3 1 l i r p A 6 1 0 2 , 0 3 r e b m e t p e S 9 1 0 2 , 3 l i r p A 8 0 0 2 , 2 2 l i r p A 3 1 0 2 , 6 2 r e b m e t p e S 5 1 0 2 , 1 3 r e b m e c e D 3 1 0 2 , 1 3 r e b m e c e D 1 2 0 2 , 5 2 e n u J 0 2 0 2 , 9 y r a u n a J 1 2 0 2 , 9 1 r e b o t c O 9 1 0 2 , 6 1 t s u g u A 0 2 0 2 , 8 1 r e b m e c e D 8 1 0 2 , 8 2 t s u g u A 1 2 0 2 , 9 1 r e b o t c O 9 1 0 2 , 0 3 t s u g u A 9 1 0 2 , 7 1 r e b m e c e D 9 1 0 2 , 7 1 r e b m e c e D 9 1 0 2 9 1 0 2 , 0 3 , 0 3 t s u g u A t s u g u A 0 2 0 2 , 9 y r a u n a J 7 1 0 2 , 1 y a M 9 1 0 2 1 2 0 2 , 0 1 , 5 2 e n u J e n u J 6 1 0 2 , 5 1 y r a u n a J 9 1 0 2 , 6 1 t s u g u A 1 2 0 2 , 5 2 e n u J 7 1 0 2 7 1 0 2 , 9 2 , 9 2 r e b m e t p e S r e b m e t p e S 6 1 0 2 , 9 r e b m e c e D 4 1 0 2 , 1 y r a u n a J 2 1 0 2 , 2 r e b o t c O 6 1 0 2 , 7 2 r e b o t c O 9 1 0 2 , 0 3 t s u g u A 0 2 9 1 4 1 0 2 6 0 0 2 9 7 9 1 6 7 9 1 - 8 6 9 1 7 1 0 2 7 1 0 2 6 1 0 2 6 9 9 1 0 8 9 1 5 0 0 2 3 8 9 1 - 3 7 9 1 , 3 5 9 1 3 1 0 2 1 2 0 2 , 8 1 0 2 , 0 5 8 1 A N / 8 1 0 2 0 9 9 1 2 1 0 2 3 8 9 1 , 1 5 9 1 4 1 0 2 9 8 9 1 3 8 9 1 4 2 9 1 9 8 9 1 9 8 9 1 5 6 9 1 0 7 9 1 , 0 5 9 1 8 1 0 2 0 8 9 1 6 1 0 2 6 8 9 1 0 7 9 1 , 6 0 9 1 7 8 9 1 - 6 0 9 1 2 0 0 2 - 8 7 9 1 6 1 0 2 4 1 0 2 2 1 0 2 6 1 0 2 3 9 9 1 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 5 3 8 4 0 4 , 2 4 3 5 , 3 3 6 7 , 4 6 1 9 , 7 1 4 0 , 3 1 3 5 8 3 5 5 2 2 7 , 4 6 8 1 , 5 1 0 7 8 , 0 2 — 5 9 8 , 3 2 4 4 , 3 1 4 7 , 1 9 6 7 , 1 7 2 2 , 5 7 6 3 , 6 7 5 3 2 7 4 3 1 4 , 1 5 7 6 , 3 1 2 6 , 1 4 4 8 2 4 3 1 1 , 4 4 8 5 , 6 3 7 4 , 1 2 9 6 1 0 9 1 7 1 , 2 8 7 5 , 1 1 3 7 , 5 0 5 5 , 7 1 0 5 8 2 6 9 1 4 6 , 1 2 6 7 9 3 4 , 4 2 5 6 , 4 9 8 7 , 5 1 3 2 4 , 0 1 4 2 0 , 8 1 7 6 9 , 0 9 8 5 3 , 1 5 4 8 1 , 6 4 5 5 , 5 7 0 7 , 0 4 3 5 3 , 1 4 5 5 0 , 5 9 3 8 7 , 6 1 7 9 4 , 4 1 1 4 7 , 4 3 2 6 6 , 4 3 8 9 , 0 3 8 6 9 , 0 8 6 7 5 , 3 2 5 5 , 7 1 2 9 2 , 9 0 1 7 6 3 , 1 1 0 1 8 , 0 3 5 9 9 , 0 1 1 1 4 2 2 0 , 4 0 3 3 , 4 4 9 2 6 , 5 4 2 7 6 , 6 1 0 2 1 , 4 1 6 5 7 , 5 0 1 2 , 1 2 2 8 7 , 6 2 6 8 8 , 6 2 3 7 7 , 0 3 1 6 7 8 , 7 3 0 3 , 4 8 2 1 , 8 0 3 6 , 6 7 0 7 , 9 3 7 7 5 , 3 1 2 1 , 9 5 9 1 , 3 1 8 2 6 , 5 1 2 7 2 , 8 7 2 8 7 , 5 4 2 5 0 , 5 6 1 4 , 1 2 8 3 , 8 3 4 9 6 , 8 3 3 2 6 , 3 8 2 5 2 , 4 1 0 3 7 , 3 1 1 0 0 , 6 2 — 4 1 5 , 7 2 3 7 1 , 6 4 7 9 2 , 3 8 8 2 5 , 2 2 7 1 , 2 1 1 7 0 , 0 1 7 4 6 , 9 2 9 4 5 , 9 4 4 3 8 6 3 , 3 3 5 7 , 0 4 0 1 7 , 1 3 3 0 1 , 5 1 6 6 7 , 8 5 0 5 , 4 2 0 3 , 8 1 8 4 0 , 0 2 3 3 8 , 8 1 3 8 1 , 7 1 1 1 0 8 , 4 2 5 9 , 3 0 8 8 , 5 3 5 2 , 4 8 9 4 , 7 3 4 9 5 , 2 5 7 0 , 1 2 0 3 , 1 6 9 3 , 2 5 9 6 , 2 1 6 7 5 , 5 2 3 1 , 1 8 3 1 , 4 5 2 3 , 2 9 5 6 , 2 1 3 5 , 2 2 3 4 , 1 1 7 6 7 0 4 7 , 8 2 6 6 , 4 9 6 4 , 3 5 9 7 , 4 3 5 9 9 , 5 2 8 4 0 , 1 0 8 3 , 5 6 9 2 , 1 3 6 1 , 1 6 4 4 , 1 7 6 4 5 6 7 7 5 , 3 9 1 9 , 3 1 9 6 5 , 1 4 5 3 , 5 1 5 2 , 1 8 0 9 , 2 4 3 7 , 6 0 9 5 , 3 1 3 5 0 , 8 5 7 0 , 3 1 5 3 8 4 2 , 2 7 7 3 , 2 9 0 2 , 2 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 5 8 9 , 2 9 9 4 , 4 — — — — — 7 7 8 , 6 — 5 0 9 , 1 — — — — — — 7 1 0 , 6 — — — — — — — — — — — 8 2 4 , 8 2 8 9 , 7 8 6 2 , 5 1 — — — — — 7 7 5 , 3 1 2 1 , 9 5 9 1 , 3 1 3 4 6 , 2 1 3 7 7 , 3 7 2 8 7 , 5 4 2 5 0 , 5 6 1 4 , 1 2 8 3 , 8 3 4 9 6 , 8 3 6 4 7 , 6 7 2 5 2 , 4 1 5 7 1 , 2 1 1 0 0 , 6 2 — 4 1 5 , 7 2 3 7 1 , 6 4 7 9 2 , 3 8 8 2 5 , 2 5 5 1 , 6 1 7 0 , 0 1 7 4 6 , 9 2 9 4 5 , 9 4 4 3 8 6 3 , 3 3 5 7 , 0 4 2 8 2 , 3 2 3 0 1 , 5 1 6 6 7 , 8 5 0 5 , 4 2 0 3 , 8 1 8 4 0 , 0 2 1 5 8 , 0 1 5 1 9 , 1 0 1 1 0 8 , 4 2 5 9 , 3 0 8 8 , 5 3 5 2 , 4 — 8 9 4 , 7 3 4 9 5 , 2 5 7 0 , 1 2 0 3 , 1 6 9 3 , 2 5 9 6 , 2 1 6 7 5 , 5 2 3 1 , 1 8 3 1 , 4 5 2 3 , 2 9 5 6 , 2 1 3 5 , 2 2 3 4 , 1 1 7 1 4 0 4 7 , 8 2 6 6 , 4 9 6 4 , 3 5 9 7 , 4 3 5 9 9 , 5 2 8 4 0 , 1 0 8 3 , 5 6 9 2 , 1 3 6 1 , 1 6 4 4 , 1 7 6 4 5 6 7 7 5 , 3 9 1 9 , 3 1 9 6 5 , 1 4 5 3 , 5 1 5 2 , 1 8 0 9 , 2 4 3 7 , 6 0 9 5 , 3 1 3 5 0 , 8 5 7 0 , 3 1 5 3 8 4 2 , 2 7 7 3 , 2 9 0 2 , 2 l a t i p s o h l a r e n e g e r a c e t u c A R E g n i d n a t s e e r F l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g e r a c e r a c e t u c A e t u c A y t i l i c a f h t l a e h l a r o i v a h e B l a t i p s o h n o i t a t i l i b a h e R l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g e r a c e r a c e r a c e r a c e t u c A e t u c A e t u c A e t u c A l a t i p s o h n o i t a t i l i b a h e R l a t i p s o h l a r e n e g e r a c e t u c A y t i l i c a f h t l a e h l a r o i v a h e B y t i l i c a f h t l a e h l a r o i v a h e B l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g e r a c e r a c e t u c A e t u c A y t i l i c a f h t l a e h l a r o i v a h e B l a t i p s o h n o i t a t i l i b a h e R e r a c e t u c a m r e t g n o L l a t i p s o h l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g e r a c e r a c e t u c A e t u c A e r a c e t u c a m r e t g n o L l a t i p s o h l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g e r a c e r a c e r a c e r a c e t u c A e t u c A e t u c A e t u c A y t i l i c a f h t l a e h l a r o i v a h e B R E g n i d n a t s e e r F l a t i p s o h l a r e n e g e r a c e t u c A l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g e r a c e r a c e t u c A e t u c A y t i l i c a f h t l a e h l a r o i v a h e B R E g n i d n a t s e e r F R E g n i d n a t s e e r F l a t i p s o h l a r e n e g e r a c e t u c A l a t i p s o h l a r e n e g e r a c e t u c A R E g n i d n a t s e e r F R E g n i d n a t s e e r F R E g n i d n a t s e e r F A V , g r u b s r e t e P X T , d n a l r a e P A W , o c s a P Z A Z A Z A Z A , x i n e o h P , x i n e o h P , x i n e o h P , x i n e o h P X T , o n a l P K U , e l o o P O M , f f u l B r a l p o P X T , r u h t r A t r o P I M , n o r u H t r o P D I , s l l a F t s o P K U , n o t s e r P n o i t a c o L K U , h g u o r o b s i R s e c n i r P y n a m r e G , d i e h c s m e R X T , d n o m h c i R A V , d n o m h c i R A P , s g n i r p S g n i r a o R A M , e l a d h c o R Y W , n o t r e v i R C N , h g i e l a R K U K U , g n i d a e R , g n i d a e R S K , k r a P d n a l e o R A M , e l a d h c o R K U , e l a d h c o R L F , e g d e l k c o R X T , g r e b n e s o R K U , d r o f m o R K U , y e l w o R K U , n o t s y o R T U , y t i C e k a L t l a S X T X T X T X T X T , o i n o t n A n a S , o i n o t n A n a S , o i n o t n A n a S , o i n o t n A n a S , o i n o t n A n a S A C , o n i d r a n r e B n a S 128 0 4 1 4 1 4 0 5 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 1 4 - 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 7 3 1 4 6 4 9 3 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 0 4 1 4 n o e f i L h c i h w n o i t a i c e r p e d t s e t a l n i e m o c n i s i s t n e m e t a t s d e t u p m o c ) s r a e Y ( d e r i u q c A e t a D f o e t a D n o i t c u r t s n o C - m u c n E s e c n a r b d e t a l u m u c c A ) 1 ( 3 2 0 2 , 1 3 r e b m e c e D t a t s o C n o i t a i c e r p e D l a t o T s g n i d l i u B d n a L ) s d n a s u o h t n i s t n u o m a r a l l o D ( t n e u q e s b u S s n o i t i d d A n o i t i s i u q c A o t g n i y r r a C s t s o C - e v o r p m I s t n e m s t s o C l a i t i n I s g n i d l i u B d n a L y t r e p o r P f o e p y T n o i t a c o L 1 2 0 2 , 1 2 r e b o t c O 7 1 0 2 7 1 0 2 , 1 , 1 y a M y a M 9 1 0 2 , 0 1 e n u J 0 2 0 2 , 9 y r a u n a J 4 1 0 2 , 1 3 r e b o t c O 1 2 0 2 , 5 2 e n u J 3 1 0 2 , 1 t s u g u A 1 2 0 2 , 6 y l u J 0 2 0 2 , 3 2 r e b m e v o N 2 2 0 2 , 9 r e b m e c e D 5 1 0 2 , 0 3 r e b m e t p e S 0 2 0 2 , 9 y r a u n a J 1 2 0 2 , 5 2 e n u J 7 1 0 2 7 1 0 2 , 9 2 , 9 2 r e b m e t p e S r e b m e t p e S 6 1 0 2 , 8 2 h c r a M 4 1 0 2 , 9 2 t s u g u A 6 1 0 2 , 1 l i r p A 0 1 0 2 , 1 2 r e b m e c e D 9 1 0 2 , 6 1 t s u g u A 2 2 0 2 , 1 1 h c r a M 1 2 0 2 , 5 2 e n u J 1 2 0 2 , 2 r e b m e c e D 1 2 0 2 , 9 1 r e b o t c O 9 1 0 2 , 8 2 r e b m e v o N 7 1 0 2 7 1 0 2 , 1 , 1 y a M y a M 9 1 0 2 , 0 3 r e b m e t p e S 0 1 0 2 , 1 2 r e b m e c e D 1 2 0 2 , 9 1 r e b o t c O 7 1 0 2 , 9 2 r e b m e t p e S 3 2 0 2 , 4 1 l i r p A 3 1 0 2 , 6 2 r e b m e t p e S 8 0 0 2 , 2 2 l i r p A 8 0 0 2 , 4 l i r p A 1 2 0 2 , 5 2 e n u J 0 2 0 2 , 9 y r a u n a J 0 2 0 2 , 9 y r a u n a J 1 2 0 2 , 5 2 e n u J 0 2 0 2 , 9 y r a u n a J 3 2 0 2 , 4 1 l i r p A 1 2 0 2 , 5 2 e n u J 7 1 0 2 , 1 y a M 5 1 0 2 4 7 9 1 0 8 9 1 - 0 5 9 1 8 1 0 2 8 0 0 2 0 1 0 2 - 0 6 9 1 , 3 1 9 1 5 8 9 1 , 0 2 8 1 3 1 0 2 2 9 9 1 1 2 0 2 4 1 0 2 , 0 5 9 1 0 2 9 1 4 8 9 1 0 2 0 2 0 4 9 1 A N / 6 1 0 2 4 1 0 2 6 1 0 2 5 0 0 2 1 8 9 1 8 1 0 2 , 0 5 8 1 , 0 7 7 1 0 8 9 1 7 1 0 2 8 1 0 2 6 1 0 2 2 8 9 1 0 0 0 2 - 2 2 9 1 3 8 9 1 4 0 0 2 3 1 0 2 3 8 9 1 3 1 0 2 2 6 9 1 0 8 9 1 2 9 9 1 0 0 0 2 1 1 9 1 5 5 9 1 0 2 0 2 , 0 0 8 1 4 9 9 1 8 0 0 2 0 8 9 1 , 0 0 9 1 3 0 0 2 - 9 2 9 1 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 8 1 0 , 1 8 5 0 , 4 1 7 3 5 , 3 9 9 6 , 1 8 2 5 , 4 6 2 3 , 4 6 6 4 , 1 9 7 0 , 4 4 7 2 , 1 5 3 8 4 3 3 1 9 1 3 1 0 , 6 5 6 5 , 1 6 5 8 , 2 — 7 7 8 4 9 9 7 3 4 , 3 4 9 7 , 7 3 9 9 , 3 1 3 7 , 2 2 7 4 , 1 6 7 1 , 4 4 8 3 7 0 3 , 3 5 2 2 , 1 1 8 9 5 , 3 0 8 7 , 2 0 7 6 , 3 9 6 9 , 0 1 6 1 6 , 2 2 9 4 1 8 2 9 , 0 2 0 0 1 , 4 2 4 3 2 , 7 0 0 1 , 1 0 6 0 , 1 0 0 5 , 0 1 8 5 3 1 4 1 0 4 0 , 3 9 3 7 , 4 6 2 6 , 2 9 9 6 , 9 1 8 0 6 , 3 1 1 9 3 8 , 7 1 5 7 8 , 7 0 1 8 5 7 , 3 2 1 2 0 , 8 1 9 2 2 , 1 5 4 9 2 , 4 1 9 6 3 , 5 2 2 5 8 , 6 1 5 6 5 , 0 2 8 0 4 , 3 5 7 7 1 , 4 2 4 7 5 , 2 0 0 1 , 5 6 9 7 9 , 9 3 5 7 2 , 2 2 2 6 5 , 4 1 0 0 5 , 6 9 0 6 , 5 4 7 8 , 8 1 4 4 8 , 1 2 4 2 7 , 8 3 0 0 4 , 9 5 2 3 9 , 3 2 0 8 6 , 0 8 8 1 8 , 1 2 9 1 4 , 1 3 5 6 4 , 3 6 1 1 0 , 0 2 8 8 2 , 4 3 4 1 4 , 4 3 8 0 0 , 5 6 6 4 4 , 6 5 2 4 8 0 , 9 1 5 2 , 0 0 1 8 1 2 , 0 7 3 9 3 , 9 1 1 5 5 , 3 2 4 6 7 , 6 1 0 1 9 , 6 1 1 0 2 9 , 1 1 2 6 8 , 6 3 1 5 4 , 0 1 6 0 4 , 3 9 8 8 3 , 8 9 7 5 , 7 1 5 4 9 , 4 1 5 1 6 , 4 4 1 3 9 , 0 1 4 2 9 , 8 1 7 1 7 , 5 1 1 1 5 , 9 1 0 1 6 , 0 5 0 3 1 , 9 7 9 0 , 2 2 7 7 , 9 5 1 6 0 , 9 1 5 2 2 , 6 1 — 4 2 5 , 4 9 5 2 , 4 0 4 7 , 7 1 5 4 5 , 0 2 3 4 7 , 5 3 3 9 1 , 8 5 2 0 2 , 2 2 2 5 5 , 9 6 5 0 5 , 2 1 4 8 8 , 8 2 0 8 0 , 8 5 4 9 5 , 7 1 0 0 8 , 7 1 1 5 7 , 3 3 8 3 3 , 1 6 9 4 5 , 9 3 2 2 6 1 , 7 7 9 9 , 7 8 8 5 9 , 4 6 4 7 3 , 8 1 2 6 2 , 6 1 7 7 2 , 0 1 0 8 6 , 4 6 4 1 , 0 3 3 4 7 , 6 1 7 7 , 1 7 3 5 0 , 4 6 2 7 , 4 0 1 0 6 8 , 1 3 3 7 , 5 9 7 1 , 6 6 7 0 , 3 4 1 6 , 6 3 6 3 , 3 5 4 4 , 6 5 3 1 , 1 4 5 0 , 1 8 9 7 , 2 7 7 4 7 4 0 , 5 1 8 2 3 , 5 8 1 9 , 0 2 0 5 0 , 6 2 6 5 , 4 1 6 7 9 , 1 0 5 3 , 1 4 3 1 , 1 9 9 2 , 1 1 8 9 , 2 7 0 2 , 1 0 3 7 , 1 8 2 1 , 1 1 3 1 3 , 9 5 3 5 , 2 5 8 3 , 5 7 1 4 , 2 3 6 6 8 8 4 , 6 1 0 7 6 , 3 7 9 8 , 6 1 2 2 9 , 1 4 5 2 , 2 1 0 6 2 , 5 9 1 0 , 1 9 8 2 , 7 7 8 4 , 6 4 8 1 , 2 1 0 4 2 , 7 6 1 7 , 6 8 0 7 , 3 5 3 3 , 4 5 3 6 , 1 2 9 1 6 , 7 2 2 , 1 $ 5 7 1 , 3 1 8 , 1 1 $ 0 1 4 , 6 0 0 , 0 1 $ 5 6 7 , 6 0 8 , 1 $ — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 3 1 5 , 8 9 3 7 , 8 5 — — — — — — — — — — — 9 3 2 , 5 — — — — — — — — — — — — — — 7 3 7 , 1 2 9 4 , 0 1 — 3 9 2 , 6 4 4 6 , 6 6 1 1 , 9 1 — — — — — — — — 8 8 4 9 3 8 , 7 1 6 3 1 , 9 4 6 6 0 , 9 5 4 9 , 4 1 5 1 6 , 4 4 1 3 9 , 0 1 4 2 9 , 8 1 7 1 7 , 5 1 1 1 5 , 9 1 0 1 6 , 0 5 0 3 1 , 9 7 9 0 , 2 2 7 7 , 9 5 1 6 0 , 9 1 6 8 9 , 0 1 — 4 2 5 , 4 9 5 2 , 4 0 4 7 , 7 1 5 4 5 , 0 2 3 4 7 , 5 3 3 9 1 , 8 5 2 0 2 , 2 2 2 5 5 , 9 6 5 0 5 , 2 1 4 8 8 , 8 2 8 8 5 , 7 4 7 5 8 , 5 1 0 0 8 , 7 1 1 5 7 , 3 3 8 3 3 , 1 6 6 5 2 , 3 3 2 2 6 1 , 7 3 3 4 , 9 6 4 1 3 , 8 5 4 7 3 , 8 1 2 6 2 , 6 1 7 7 2 , 0 1 0 8 6 , 4 6 4 1 , 0 3 3 4 7 , 6 1 7 7 , 1 7 5 6 5 , 3 6 2 7 , 4 0 1 0 6 8 , 1 3 3 7 , 5 9 7 1 , 6 6 7 0 , 3 4 1 6 , 6 3 6 3 , 3 5 4 4 , 6 5 3 1 , 1 4 5 0 , 1 8 9 7 , 2 7 7 4 7 4 0 , 5 1 8 2 3 , 5 8 1 9 , 0 2 0 5 0 , 6 2 6 5 , 4 1 6 7 9 , 1 0 5 3 , 1 4 3 1 , 1 9 9 2 , 1 1 8 9 , 2 7 0 2 , 1 0 3 7 , 1 8 2 1 , 1 1 3 1 3 , 9 5 3 5 , 2 5 8 3 , 5 7 1 4 , 2 3 6 6 8 8 4 , 6 1 0 7 6 , 3 7 9 8 , 6 1 2 2 9 , 1 2 0 7 , 1 1 0 6 2 , 5 9 1 0 , 1 9 8 2 , 7 7 8 4 , 6 4 8 1 , 2 1 0 4 2 , 7 6 1 7 , 6 8 0 7 , 3 5 3 3 , 4 5 3 6 , 1 2 l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g e r a c e r a c e r a c e r a c e r a c e r a c e t u c A e t u c A e t u c A e t u c A e t u c A e t u c A y t i l i c a f h t l a e h l a r o i v a h e B l a t i p s o h n o i t a t i l i b a h e R l a t i p s o h l a r e n e g e r a c e t u c A l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g e r a c e r a c e t u c A e t u c A y t i l i c a f h t l a e h l a r o i v a h e B l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g e r a c e r a c e t u c A e t u c A y t i l i c a f h t l a e h l a r o i v a h e B l a t i p s o h n o i t a t i l i b a h e R R E g n i d n a t s e e r F R E g n i d n a t s e e r F l a t i p s o h e r a c e t u c a m r e t g n o L l a t i p s o h n o i t a t i l i b a h e R l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g e r a c e r a c e t u c A e t u c A y t i l i c a f h t l a e h l a r o i v a h e B l a t i p s o h l a r e n e g e r a c e t u c A l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g e r a c e r a c e t u c A e t u c A y t i l i c a f h t l a e h l a r o i v a h e B l a t i p s o h n o i t a t i l i b a h e R l a t i p s o h e r a c e t u c a m r e t g n o L l a t i p s o h l a r e n e g e r a c e t u c A l a t i p s o h l a r e n e g e r a c e t u c A l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g e r a c e r a c e t u c A e t u c A y t i l i c a f h t l a e h l a r o i v a h e B y t i l i c a f h t l a e h l a r o i v a h e B l a t i p s o h n o i t a t i l i b a h e R l a t i p s o h l a r e n e g l a t i p s o h l a r e n e g e r a c e r a c e t u c A e t u c A l a t i p s o h l a r e n e g e r a c e t u c A y t i l i c a f h t l a e h l a r o i v a h e B y t i l i c a f h t l a e h l a r o i v a h e B y t i l i c a f h t l a e h l a r o i v a h e B y t i l i c a f h t l a e h l a r o i v a h e B l a t i p s o h l a r e n e g e r a c e t u c A T P , a r i e F e d a i r a M a t n a S L F , n a i t s a b e S A P , n o r a h S S K , e e n w a h S K U , d l e i f f e h S X T , n a m r e h S K U , n o t p m a h t u o S C S , g r u b n a t r a p S A C , n o t k c o t S K U , g n i l r i t S K U , y e r r u S J N , x e s s u S K U , n o d n i w S K U , y e l d a T Z A , e p m e T X T , s d n a l d o o W e h T X T , a n a k r a x e T O C , n o t n r o h T X T , l l a b m o T K U , y a u q r o T H O , o d e l o T d n a l n i F , u k r u T K U , k s U A W , r e v u o c n a V l a g u t r o P , u e s i V P S , a i c n e l a V H O H O , n e r r a W , n e r r a W A C , e l l i v n o s t a W X T , r e t s b e W H O , r e t s e h C t s e W T U , n a d r o J t s e W K U , s d n a l d i M t s e W A L , e o r n o M t s e W T U , y t i C y e l l a V t s e W K U , l l a h n e l l i W K U , r e t s e h c n i W S K , a t i h c i W K U , r o s d n i W K U , g n i k o W K U , g n i h t r o W K U K U , k r o Y , k r o Y H O , n w o t s g n u o Y 129 . n o i t c u r t s n o c l a i t i n i e c n i s s e t a d p u e l p i t l u m d a h s a h y t i l i c a f s i h t t a h t e t o n t u b , n o i t a m r o f n i e l b a l i a v a t s e b f o f f o d e s a b s i n o i t c u r t s n o c f o e t a D $ 3 0 7 , 4 1 5 $ 6 8 1 , 3 9 4 , 9 $ 6 8 2 , 5 0 8 , 1 $ . n o i l l i b 9 . 1 1 $ s i s e s o p r u p x a t e m o c n i l a r e d e f r o f t s o c e t a g e r g g a e h T ) 1 ( ) 2 ( 1 2 0 2 , 1 3 r e b m e c e D 2 2 0 2 , 1 3 r e b m e c e D 3 2 0 2 , 1 3 r e b m e c e D e h t r o f s w o l l o f s a e r a ) s n a o l e g a g t r o m d n a , s e s a e l g n i c n a n i f n i t n e m t s e v n i , s t e s s a e s a e l e l b i g n a t n i , s s e r g o r p n i n o i t c u r t s n o c g n i d u l c x e ( s t e s s a e t a t s e l a e r l a t o t n i s e g n a h c e h T : ) s d n a s u o h t n i ( d e d n e s r a e y 9 4 7 , 8 2 6 , 3 1 $ 4 2 5 , 0 0 3 , 2 1 ) 3 ( ) 4 0 5 , 2 8 ( — 4 6 1 , 7 6 1 ) 4 8 5 , 9 2 2 ( 6 6 9 , 3 2 0 , 3 7 0 7 , 9 4 7 , 0 1 $ 9 4 7 , 8 2 6 , 3 1 $ 4 2 5 , 0 0 3 , 2 1 $ 1 3 4 , 7 4 9 9 9 , 2 2 6 0 9 2 , 0 5 1 ) 3 ( ) 6 1 4 , 7 7 6 ( ) 9 2 5 , 1 7 4 , 1 ( $ ) 3 ( ) 4 ( 1 9 7 , 2 7 3 7 8 , 7 8 2 8 8 , 3 4 1 4 2 6 , 2 8 ) 9 1 5 , 4 7 8 ( 5 7 1 , 3 1 8 , 1 1 $ s s e r g o r p n i n o i t c u r t s n o c m o r f s r e f s n a r T d o i r e p f o g n i n n i g e b t a e c n a l a B s n o i t i s i u q c A T S O C d o i r e p f o d n e t a e c n a l a B s n o i t i s o p s i D s n o i t i d d A r e h t O , 1 3 r e b m e c e D t a s t n e m e v o r p m i d n a s g n i d l i u b n i d e t c e l f e r s s e r g o r p n i s t n e m e v o r p m i g n i d l i u b d n a n o i t c u r t s n o c f o n o i l l i m 0 7 1 $ d n a n o i l l i m 0 0 4 $ y l e t a m i x o r p p a s e d u l c x E . s r a e y l l a r o f s n o i t a u t c u l f y c n e r r u c n g i e r o f s e d u l c n I . y l e v i t c e p s e r , 2 2 0 2 d n a 3 2 0 2 1 2 0 2 , 1 3 r e b m e c e D 2 2 0 2 , 1 3 r e b m e c e D 3 2 0 2 , 1 3 r e b m e c e D 6 7 1 , 8 2 7 3 6 0 , 2 6 2 ) 9 1 3 , 4 ( ) 1 5 5 , 5 3 ( 9 6 3 , 0 5 9 $ $ 9 6 3 , 0 5 9 2 3 0 , 7 7 2 ) 2 4 5 , 3 3 ( ) 9 1 5 , 5 8 1 ( 0 4 3 , 8 0 0 , 1 $ 0 4 3 , 8 0 0 , 1 ) 5 6 7 , 3 7 ( 6 1 8 , 0 7 2 8 2 2 , 2 2 $ 9 1 6 , 7 2 2 , 1 $ $ I N O I T A C E R P E D D E T A L U M U C C A d o i r e p f o g n i n n i g e b t a e c n a l a B y t r e p o r p d e s o p s i d n o n o i t a i c e r p e D n o i t a i c e r p e D d o i r e p f o d n e t a e c n a l a B r e h t O ) 3 ( ) 4 ( 130 : ) s d n a s u o h t n i ( d e d n e s r a e y e h t r o f s w o l l o f s a e r a n o i t a i c e r p e d d e t a l u m u c c a n i s e g n a h c e h T SCHEDULE IV — MORTGAGE LOANS ON REAL ESTATE MEDICAL PROPERTIES TRUST, INC. AND MPT OPERATING PARTNERSHIP, L.P. December 31, 2023 Column A Column B Column C Column D Column E Column F Column G(1) Description Long-term first mortgage loan: Interest Rate Final Maturity Date Periodic Payment Terms Prior Liens (Dollar amounts in thousands) Face Amount of Mortgages Carrying Amount of Mortgages Payable in monthly installments of interest plus principal payable in full at maturity Column H Principal Amount of Loans Subject to Delinquent Principal or Interest Colombia(4) Vibra Prospect(5) 10.50% 11.50% 9.00% 2035 2024 2028 (2) $ 146,892 7,986 (2) 155,223 (2) $ 310,101 $ 146,892 7,986 155,223 $ 310,101 (3) (3) (3) (6) (7) The aggregate cost for federal income tax purposes is $310.1 million. There were no prior liens on loans as of December 31, 2023. (1) (2) (3) Mortgage loans were not delinquent with respect to principal or interest. (4) Mortgage loans covering three properties. (5) Mortgage loans covering four properties. (6) (7) Interest on the Prospect loans becomes due and payable beginning March 1, 2024. Excludes allowance for credit loss of $0.8 million at December 31, 2023. Changes in mortgage loans (excluding allowance for credit loss) for the years ended December 31, 2023, 2022, and 2021 are summarized as follows: Balance at beginning of year Additions during year: New mortgage loans and additional advances on existing loans Exchange rate fluctuations Deductions during year: Collection of principal Balance at end of year 2023 Year Ended December 31, 2022 (Dollar amounts in thousands) 2021 $ 364,420 $ 213,320 $ 248,335 155,223 31,530 551,173 (241,072) (8) (241,072) 310,101 $ $ 177,924 (15,824) 375,420 (11,000) (11,000) 364,420 1,128,695 (9) (3,640) 1,373,390 (1,160,070) (9) (1,160,070) 213,320 $ (8) (9) Includes a $151 million mortgage loan satisfied in exchange for non-controlling ownership interest in PHP Holdings as part of the Prospect Transaction in the second quarter of 2023 as more fully described in Note 3 to Item 8 of this Annual Report on Form 10-K. Includes an £800 million mortgage loan advanced to Priory in the first quarter of 2021 that was redeemed as part of the acquisition of the underlying fee simple real estate in the second quarter of 2021 as more fully described in Note 3 to Item 8 of this Annual Report on Form 10-K. 131 (cid:62)(cid:55)(cid:75)(cid:76)(cid:86) (cid:51)(cid:68)(cid:74)(cid:72) (cid:44)(cid:81)(cid:87)(cid:72)(cid:81)(cid:87)(cid:76)(cid:82)(cid:81)(cid:68)(cid:79)(cid:79)(cid:92) (cid:47)(cid:72)(cid:73)(cid:87) (cid:37)(cid:79)(cid:68)(cid:81)(cid:78)(cid:64) CORPORATE & SHAREHOLDER INFORMATION OFFICERS(cid:1) (cid:6)(cid:31)(cid:50)(cid:28)(cid:45)(cid:31)(cid:1)(cid:12)(cid:1102)(cid:1)(cid:2)(cid:39)(cid:31)(cid:28)(cid:34)(cid:1103)(cid:1)(cid:11)(cid:45)(cid:1102) (cid:4)(cid:35)(cid:28)(cid:36)(cid:45)(cid:40)(cid:28)(cid:41)(cid:1103)(cid:1)(cid:17)(cid:45)(cid:32)(cid:46)(cid:36)(cid:31)(cid:32)(cid:41)(cid:47)(cid:1)(cid:28)(cid:41)(cid:31) (cid:4)(cid:35)(cid:36)(cid:32)(cid:33)(cid:1)(cid:6)(cid:51)(cid:32)(cid:30)(cid:48)(cid:47)(cid:36)(cid:49)(cid:32)(cid:1)(cid:16)(cid:514)(cid:36)(cid:30)(cid:32)(cid:45)(cid:1) (cid:19)(cid:1102)(cid:1)(cid:20)(cid:47)(cid:32)(cid:49)(cid:32)(cid:41)(cid:1)(cid:9)(cid:28)(cid:40)(cid:41)(cid:32)(cid:45)(cid:1) (cid:6)(cid:51)(cid:32)(cid:30)(cid:48)(cid:47)(cid:36)(cid:49)(cid:32)(cid:1)(cid:23)(cid:36)(cid:30)(cid:32)(cid:1)(cid:17)(cid:45)(cid:32)(cid:46)(cid:36)(cid:31)(cid:32)(cid:41)(cid:47) (cid:28)(cid:41)(cid:31)(cid:1)(cid:4)(cid:35)(cid:36)(cid:32)(cid:33)(cid:1)(cid:7)(cid:36)(cid:41)(cid:28)(cid:41)(cid:30)(cid:36)(cid:28)(cid:39)(cid:1)(cid:16)(cid:514)(cid:36)(cid:30)(cid:32)(cid:45)(cid:1) (cid:11)(cid:1102)(cid:1)(cid:12)(cid:32)(cid:49)(cid:36)(cid:41)(cid:1)(cid:9)(cid:28)(cid:41)(cid:41)(cid:28) (cid:20)(cid:32)(cid:41)(cid:36)(cid:42)(cid:45)(cid:1)(cid:23)(cid:36)(cid:30)(cid:32)(cid:1)(cid:17)(cid:45)(cid:32)(cid:46)(cid:36)(cid:31)(cid:32)(cid:41)(cid:47)(cid:1103)(cid:1) (cid:4)(cid:42)(cid:41)(cid:47)(cid:45)(cid:42)(cid:39)(cid:39)(cid:32)(cid:45)(cid:1)(cid:28)(cid:41)(cid:31)(cid:1)(cid:4)(cid:35)(cid:36)(cid:32)(cid:33)(cid:1) (cid:2)(cid:30)(cid:30)(cid:42)(cid:48)(cid:41)(cid:47)(cid:36)(cid:41)(cid:34)(cid:1)(cid:16)(cid:514)(cid:36)(cid:30)(cid:32)(cid:45)(cid:1) (cid:19)(cid:42)(cid:46)(cid:28)(cid:1)(cid:9)(cid:1102)(cid:1)(cid:9)(cid:42)(cid:42)(cid:43)(cid:32)(cid:45)(cid:1) (cid:20)(cid:32)(cid:41)(cid:36)(cid:42)(cid:45)(cid:1)(cid:23)(cid:36)(cid:30)(cid:32)(cid:1)(cid:17)(cid:45)(cid:32)(cid:46)(cid:36)(cid:31)(cid:32)(cid:41)(cid:47) (cid:42)(cid:33)(cid:1)(cid:16)(cid:43)(cid:32)(cid:45)(cid:28)(cid:47)(cid:36)(cid:42)(cid:41)(cid:46)(cid:1)(cid:28)(cid:41)(cid:31)(cid:1)(cid:20)(cid:32)(cid:30)(cid:45)(cid:32)(cid:47)(cid:28)(cid:45)(cid:52) (cid:4)(cid:35)(cid:28)(cid:45)(cid:39)(cid:32)(cid:46)(cid:1)(cid:19)(cid:1102)(cid:1)(cid:13)(cid:28)(cid:40)(cid:29)(cid:32)(cid:45)(cid:47) (cid:23)(cid:36)(cid:30)(cid:32)(cid:1)(cid:17)(cid:45)(cid:32)(cid:46)(cid:36)(cid:31)(cid:32)(cid:41)(cid:47)(cid:1103)(cid:1)(cid:21)(cid:45)(cid:32)(cid:28)(cid:46)(cid:48)(cid:45)(cid:32)(cid:45)(cid:1) (cid:28)(cid:41)(cid:31)(cid:1)(cid:14)(cid:28)(cid:41)(cid:28)(cid:34)(cid:36)(cid:41)(cid:34)(cid:1)(cid:5)(cid:36)(cid:45)(cid:32)(cid:30)(cid:47)(cid:42)(cid:45)(cid:1) (cid:42)(cid:33)(cid:1)(cid:4)(cid:28)(cid:43)(cid:36)(cid:47)(cid:28)(cid:39)(cid:1)(cid:14)(cid:28)(cid:45)(cid:38)(cid:32)(cid:47)(cid:46) (cid:13)(cid:28)(cid:45)(cid:45)(cid:52)(cid:1)(cid:9)(cid:1102)(cid:1)(cid:17)(cid:42)(cid:45)(cid:47)(cid:28)(cid:39)(cid:1) (cid:20)(cid:32)(cid:41)(cid:36)(cid:42)(cid:45)(cid:1)(cid:23)(cid:36)(cid:30)(cid:32)(cid:1)(cid:17)(cid:45)(cid:32)(cid:46)(cid:36)(cid:31)(cid:32)(cid:41)(cid:47)(cid:1103)(cid:1) (cid:20)(cid:32)(cid:41)(cid:36)(cid:42)(cid:45)(cid:1)(cid:2)(cid:31)(cid:49)(cid:36)(cid:46)(cid:42)(cid:45)(cid:1)(cid:47)(cid:42)(cid:1)(cid:47)(cid:35)(cid:32)(cid:1)(cid:4)(cid:6)(cid:16) (cid:19)(cid:1102)(cid:1)(cid:13)(cid:48)(cid:30)(cid:28)(cid:46)(cid:1)(cid:20)(cid:28)(cid:49)(cid:28)(cid:34)(cid:32) (cid:23)(cid:36)(cid:30)(cid:32)(cid:1)(cid:17)(cid:45)(cid:32)(cid:46)(cid:36)(cid:31)(cid:32)(cid:41)(cid:47)(cid:1103)(cid:1) (cid:9)(cid:32)(cid:28)(cid:31)(cid:1)(cid:42)(cid:33)(cid:1)(cid:8)(cid:39)(cid:42)(cid:29)(cid:28)(cid:39)(cid:1)(cid:2)(cid:30)(cid:44)(cid:48)(cid:36)(cid:46)(cid:36)(cid:47)(cid:36)(cid:42)(cid:41)(cid:46)(cid:1) LEGAL COUNSEL (cid:3)(cid:28)(cid:38)(cid:32)(cid:45)(cid:1103)(cid:1)(cid:5)(cid:42)(cid:41)(cid:32)(cid:39)(cid:46)(cid:42)(cid:41)(cid:1103)(cid:1)(cid:3)(cid:32)(cid:28)(cid:45)(cid:40)(cid:28)(cid:41)(cid:1103) (cid:4)(cid:28)(cid:39)(cid:31)(cid:50)(cid:32)(cid:39)(cid:39)(cid:1)(cid:1057)(cid:1)(cid:3)(cid:32)(cid:45)(cid:38)(cid:42)(cid:50)(cid:36)(cid:47)(cid:53)(cid:1103)(cid:1)(cid:17)(cid:4)(cid:1) (cid:3)(cid:36)(cid:45)(cid:40)(cid:36)(cid:41)(cid:34)(cid:35)(cid:28)(cid:40)(cid:1103)(cid:1)(cid:2)(cid:13) (cid:8)(cid:42)(cid:42)(cid:31)(cid:50)(cid:36)(cid:41)(cid:1)(cid:17)(cid:45)(cid:42)(cid:30)(cid:47)(cid:32)(cid:45)(cid:1103)(cid:1)(cid:13)(cid:13)(cid:17) (cid:15)(cid:32)(cid:50)(cid:1)(cid:26)(cid:42)(cid:45)(cid:38)(cid:1103)(cid:1)(cid:15)(cid:26)(cid:1) INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (cid:17)(cid:45)(cid:36)(cid:30)(cid:32)(cid:50)(cid:28)(cid:47)(cid:32)(cid:45)(cid:35)(cid:42)(cid:48)(cid:46)(cid:32)(cid:4)(cid:42)(cid:42)(cid:43)(cid:32)(cid:45)(cid:46)(cid:1)(cid:13)(cid:13)(cid:17)(cid:1) (cid:3)(cid:36)(cid:45)(cid:40)(cid:36)(cid:41)(cid:34)(cid:35)(cid:28)(cid:40)(cid:1103)(cid:1)(cid:2)(cid:13) DIRECTORS (cid:6)(cid:31)(cid:50)(cid:28)(cid:45)(cid:31)(cid:1)(cid:12)(cid:1102)(cid:1)(cid:2)(cid:39)(cid:31)(cid:28)(cid:34)(cid:1103)(cid:1)(cid:11)(cid:45)(cid:1102) (cid:4)(cid:35)(cid:28)(cid:36)(cid:45)(cid:40)(cid:28)(cid:41)(cid:1103)(cid:1)(cid:17)(cid:45)(cid:32)(cid:46)(cid:36)(cid:31)(cid:32)(cid:41)(cid:47)(cid:1)(cid:28)(cid:41)(cid:31) (cid:4)(cid:35)(cid:36)(cid:32)(cid:33)(cid:1)(cid:6)(cid:51)(cid:32)(cid:30)(cid:48)(cid:47)(cid:36)(cid:49)(cid:32)(cid:1)(cid:16)(cid:514)(cid:36)(cid:30)(cid:32)(cid:45)(cid:1) (cid:8)(cid:1102)(cid:1)(cid:20)(cid:47)(cid:32)(cid:49)(cid:32)(cid:41)(cid:1)(cid:5)(cid:28)(cid:50)(cid:46)(cid:42)(cid:41) (cid:17)(cid:45)(cid:36)(cid:49)(cid:28)(cid:47)(cid:32)(cid:1)(cid:10)(cid:41)(cid:49)(cid:32)(cid:46)(cid:47)(cid:42)(cid:45)(cid:1) (cid:19)(cid:1102)(cid:1)(cid:20)(cid:47)(cid:32)(cid:49)(cid:32)(cid:41)(cid:1)(cid:9)(cid:28)(cid:40)(cid:41)(cid:32)(cid:45)(cid:1) (cid:6)(cid:51)(cid:32)(cid:30)(cid:48)(cid:47)(cid:36)(cid:49)(cid:32)(cid:1)(cid:23)(cid:36)(cid:30)(cid:32)(cid:1)(cid:17)(cid:45)(cid:32)(cid:46)(cid:36)(cid:31)(cid:32)(cid:41)(cid:47)(cid:1)(cid:28)(cid:41)(cid:31) (cid:4)(cid:35)(cid:36)(cid:32)(cid:33)(cid:1)(cid:7)(cid:36)(cid:41)(cid:28)(cid:41)(cid:30)(cid:36)(cid:28)(cid:39)(cid:1)(cid:16)(cid:514)(cid:36)(cid:30)(cid:32)(cid:45)(cid:1) (cid:4)(cid:28)(cid:47)(cid:32)(cid:45)(cid:36)(cid:41)(cid:28)(cid:1)(cid:2)(cid:1102)(cid:1)(cid:14)(cid:42)(cid:53)(cid:36)(cid:41)(cid:34)(cid:42)(cid:1103)(cid:1)(cid:4)(cid:17)(cid:2)(cid:1103)(cid:1)(cid:17)(cid:7)(cid:20) (cid:20)(cid:35)(cid:28)(cid:45)(cid:32)(cid:35)(cid:42)(cid:39)(cid:31)(cid:32)(cid:45)(cid:1103)(cid:1)(cid:21)(cid:28)(cid:51)(cid:28)(cid:47)(cid:36)(cid:42)(cid:41)(cid:1)(cid:28)(cid:47)(cid:1)(cid:2)(cid:39)(cid:31)(cid:45)(cid:36)(cid:31)(cid:34)(cid:32)(cid:1103)(cid:1) (cid:3)(cid:42)(cid:45)(cid:31)(cid:32)(cid:41)(cid:1)(cid:1057)(cid:1)(cid:4)(cid:42)(cid:40)(cid:43)(cid:28)(cid:41)(cid:52)(cid:1103)(cid:1)(cid:17)(cid:4) (cid:6)(cid:40)(cid:36)(cid:39)(cid:52)(cid:1)(cid:24)(cid:1102)(cid:1)(cid:14)(cid:48)(cid:45)(cid:43)(cid:35)(cid:52) (cid:7)(cid:42)(cid:45)(cid:40)(cid:32)(cid:45)(cid:1)(cid:2)(cid:31)(cid:40)(cid:36)(cid:41)(cid:36)(cid:46)(cid:47)(cid:45)(cid:28)(cid:47)(cid:42)(cid:45)(cid:1103) (cid:22)(cid:1102)(cid:20)(cid:1102)(cid:1)(cid:8)(cid:32)(cid:41)(cid:32)(cid:45)(cid:28)(cid:39)(cid:1)(cid:20)(cid:32)(cid:45)(cid:49)(cid:36)(cid:30)(cid:32)(cid:46)(cid:1)(cid:2)(cid:31)(cid:40)(cid:36)(cid:41)(cid:36)(cid:46)(cid:47)(cid:45)(cid:28)(cid:47)(cid:36)(cid:42)(cid:41) (cid:6)(cid:39)(cid:36)(cid:53)(cid:28)(cid:29)(cid:32)(cid:47)(cid:35)(cid:1)(cid:15)(cid:1102)(cid:1)(cid:17)(cid:36)(cid:47)(cid:40)(cid:28)(cid:41)(cid:1103)(cid:1)(cid:11)(cid:5)(cid:1103)(cid:1)(cid:4)(cid:9)(cid:17)(cid:4) (cid:17)(cid:28)(cid:45)(cid:47)(cid:41)(cid:32)(cid:45)(cid:1)(cid:28)(cid:47)(cid:1)(cid:9)(cid:42)(cid:39)(cid:39)(cid:28)(cid:41)(cid:31)(cid:1)(cid:1057)(cid:1)(cid:12)(cid:41)(cid:36)(cid:34)(cid:35)(cid:47)(cid:1103)(cid:1)(cid:13)(cid:13)(cid:17) (cid:5)(cid:1102)(cid:1)(cid:17)(cid:28)(cid:48)(cid:39)(cid:1)(cid:20)(cid:43)(cid:28)(cid:45)(cid:38)(cid:46)(cid:1103)(cid:1)(cid:11)(cid:45)(cid:1102) (cid:19)(cid:32)(cid:47)(cid:36)(cid:45)(cid:32)(cid:31)(cid:1)(cid:20)(cid:32)(cid:41)(cid:36)(cid:42)(cid:45)(cid:1)(cid:23)(cid:36)(cid:30)(cid:32)(cid:1)(cid:17)(cid:45)(cid:32)(cid:46)(cid:36)(cid:31)(cid:32)(cid:41)(cid:47) (cid:6)(cid:41)(cid:32)(cid:45)(cid:34)(cid:32)(cid:41)(cid:1)(cid:4)(cid:42)(cid:45)(cid:43)(cid:42)(cid:45)(cid:28)(cid:47)(cid:36)(cid:42)(cid:41) (cid:14)(cid:36)(cid:30)(cid:35)(cid:28)(cid:32)(cid:39)(cid:1)(cid:8)(cid:1102)(cid:1)(cid:20)(cid:47)(cid:32)(cid:50)(cid:28)(cid:45)(cid:47) (cid:17)(cid:45)(cid:36)(cid:49)(cid:28)(cid:47)(cid:32)(cid:1)(cid:10)(cid:41)(cid:49)(cid:32)(cid:46)(cid:47)(cid:42)(cid:45)(cid:1) (cid:4)(cid:1102)(cid:1)(cid:19)(cid:32)(cid:52)(cid:41)(cid:42)(cid:39)(cid:31)(cid:46)(cid:1)(cid:21)(cid:35)(cid:42)(cid:40)(cid:43)(cid:46)(cid:42)(cid:41)(cid:1103)(cid:1)(cid:10)(cid:10)(cid:10) (cid:4)(cid:35)(cid:36)(cid:32)(cid:33)(cid:1)(cid:6)(cid:51)(cid:32)(cid:30)(cid:48)(cid:47)(cid:36)(cid:49)(cid:32)(cid:1)(cid:16)(cid:514)(cid:36)(cid:30)(cid:32)(cid:45)(cid:1)(cid:42)(cid:33)(cid:1) (cid:47)(cid:35)(cid:32)(cid:1)(cid:17)(cid:45)(cid:42)(cid:43)(cid:46)(cid:47)(cid:1)(cid:4)(cid:42)(cid:40)(cid:43)(cid:28)(cid:41)(cid:36)(cid:32)(cid:46) TRANSFER AGENT AND REGISTRAR (cid:6)(cid:44)(cid:48)(cid:36)(cid:41)(cid:36)(cid:47)(cid:36)(cid:1)(cid:21)(cid:45)(cid:48)(cid:46)(cid:47)(cid:1)(cid:4)(cid:42)(cid:40)(cid:43)(cid:28)(cid:41)(cid:52)(cid:1103)(cid:1)(cid:13)(cid:13)(cid:4) (cid:16)(cid:43)(cid:32)(cid:45)(cid:28)(cid:47)(cid:36)(cid:42)(cid:41)(cid:46)(cid:1)(cid:4)(cid:32)(cid:41)(cid:47)(cid:32)(cid:45) (cid:1063)(cid:1063)(cid:1)(cid:4)(cid:35)(cid:28)(cid:39)(cid:39)(cid:32)(cid:41)(cid:34)(cid:32)(cid:45)(cid:1)(cid:19)(cid:42)(cid:28)(cid:31)(cid:1103)(cid:1)(cid:7)(cid:39)(cid:42)(cid:42)(cid:45)(cid:1)(cid:1060) (cid:19)(cid:36)(cid:31)(cid:34)(cid:32)(cid:1894)(cid:32)(cid:39)(cid:31)(cid:1)(cid:17)(cid:28)(cid:45)(cid:38)(cid:1103)(cid:1)(cid:15)(cid:11)(cid:1)(cid:1058)(cid:1065)(cid:1064)(cid:1064)(cid:1058) (cid:21)(cid:42)(cid:39)(cid:39)(cid:1)(cid:7)(cid:45)(cid:32)(cid:32)(cid:1104)(cid:1)(cid:1059)(cid:1123)(cid:1066)(cid:1058)(cid:1058)(cid:1123)(cid:1067)(cid:1061)(cid:1065)(cid:1123)(cid:1063)(cid:1062)(cid:1062)(cid:1067) (cid:6)(cid:40)(cid:28)(cid:36)(cid:39)(cid:1104)(cid:1)(cid:35)(cid:32)(cid:39)(cid:43)(cid:2)(cid:20)(cid:21)(cid:1174)(cid:32)(cid:44)(cid:48)(cid:36)(cid:41)(cid:36)(cid:47)(cid:36)(cid:1102)(cid:30)(cid:42)(cid:40) (cid:24)(cid:32)(cid:29)(cid:46)(cid:36)(cid:47)(cid:32)(cid:1104)(cid:1)(cid:35)(cid:47)(cid:47)(cid:43)(cid:46)(cid:1104)(cid:1142)(cid:1142)(cid:32)(cid:44)(cid:48)(cid:36)(cid:41)(cid:36)(cid:47)(cid:36)(cid:1102)(cid:30)(cid:42)(cid:40)(cid:1142)(cid:48)(cid:46)(cid:1142) (cid:28)(cid:46)(cid:47)(cid:1123)(cid:28)(cid:30)(cid:30)(cid:32)(cid:46)(cid:46)(cid:1142)(cid:36)(cid:41)(cid:31)(cid:36)(cid:49)(cid:36)(cid:31)(cid:48)(cid:28)(cid:39)(cid:46)(cid:1142) CORPORATE OFFICE (cid:14)(cid:32)(cid:31)(cid:36)(cid:30)(cid:28)(cid:39)(cid:1)(cid:17)(cid:45)(cid:42)(cid:43)(cid:32)(cid:45)(cid:47)(cid:36)(cid:32)(cid:46)(cid:1)(cid:21)(cid:45)(cid:48)(cid:46)(cid:47)(cid:1103)(cid:1)(cid:10)(cid:41)(cid:30)(cid:1102)(cid:1) 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