HEALTHCARE REALTY TRUST INC (Form: 10-Q, Received: 07/31/2012 17:05:14)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________________

FORM 10-Q

____________________________________________________________

(Mark One)



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 2012



¨	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: 001-11852

____________________________________________________________

HEALTHCARE REALTY TRUST INCORPORATED

(Exact name of Registrant as specified in its charter)

____________________________________________________________



Maryland		62 – 1507028
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)



	3310 West End Avenue
	Suite 700
	Nashville, Tennessee 37203
	(Address of principal executive offices)

	(615) 269-8175
	(Registrant’s telephone number, including area code)



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x	Accelerated filer ¨	Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company ¨

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of July 25, 2012, 78,003,422 shares of the Registrant’s Common Stock were outstanding.

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HEALTHCARE REALTY TRUST INCORPORATED

FORM 10-Q

June 30, 2012

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		Page
Part I—Financial Information
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations	2
	Condensed Consolidated Statements of Comprehensive Income (Loss)	4
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	43
Item 4.	Controls and Procedures	43

Part II—Other Information
Item 1.	Legal Proceedings	44
Item 1A.	Risk Factors	44
Item 5.	Other Information	45
Item 6.	Exhibits	46

Signature		48

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Part I. FINANCIAL INFORMATION

Item 1. Financial Statements.

Healthcare Realty Trust Incorporated Condensed Consolidated Balance Sheets (Dollars in thousands, except per share data)

	(Unaudited)
	June 30, 2012			December 31, 2011
ASSETS
Real estate properties:
Land	$	163,211		$	162,843
Buildings, improvements and lease intangibles	2,552,106			2,521,226
Personal property	18,776			18,221
Construction in progress	34,180			86,328
	2,768,273			2,788,618
Less accumulated depreciation	(545,677		)	(516,747		)
Total real estate properties, net	2,222,596			2,271,871
Cash and cash equivalents	3,103			4,738
Mortgage notes receivable	118,059			97,381
Assets held for sale and discontinued operations, net	12,921			28,650
Other assets, net	115,645			118,382
Total assets	$	2,472,324		$	2,521,022
LIABILITIES AND EQUITY
Liabilities:
Notes and bonds payable	$	1,395,600		$	1,393,537
Accounts payable and accrued liabilities	57,785			72,217
Liabilities of discontinued operations	174			518
Other liabilities	52,570			49,944
Total liabilities	1,506,129			1,516,216
Commitments and contingencies
Equity:
Preferred stock, $.01 par value; 50,000,000 shares authorized; none issued and outstanding	—			—
Common stock, $.01 par value; 150,000,000 shares authorized; 78,002,812 and 77,843,883 shares issued and outstanding at June 30, 2012 and December 31, 2011, respectively	780			779
Additional paid-in capital	1,896,735			1,894,604
Accumulated other comprehensive loss	(3,332		)	(3,332		)
Cumulative net income attributable to common stockholders	801,993			795,951
Cumulative dividends	(1,729,981		)	(1,683,196		)
Total stockholders’ equity	966,195			1,004,806
Total liabilities and equity	$	2,472,324		$	2,521,022

The accompanying notes, together with the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 , are an integral part of these financial statements.

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Healthcare Realty Trust Incorporated Condensed Consolidated Statements of Operations For the Three Months Ended June 30, 2012 and 2011 (Dollars in thousands, except per share data) (Unaudited)

	2012			2011
REVENUES
Property operating	$	60,948		$	53,320
Single-tenant net lease	12,833			13,459
Straight-line rent	1,542			1,076
Mortgage interest	2,039			1,825
Other operating	1,374			2,047
	78,736			71,727
EXPENSES
Property operating	29,457			27,773
General and administrative	4,519			5,157
Depreciation	21,311			18,487
Amortization	2,540			1,778
Bad debt, net	149			93
	57,976			53,288
OTHER INCOME (EXPENSE)
Interest expense	(18,530		)	(17,343		)
Interest and other income, net	203			196
	(18,327		)	(17,147		)
INCOME FROM CONTINUING OPERATIONS	2,433			1,292
DISCONTINUED OPERATIONS
Income from discontinued operations	659			719
Impairments	(167		)	—
Gain on sales of real estate properties	3			—
INCOME FROM DISCONTINUED OPERATIONS	495			719
NET INCOME	2,928			2,011
Less: Net income attributable to noncontrolling interests	(20		)	—
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	2,908		$	2,011
BASIC EARNINGS PER COMMON SHARE:
Income from continuing operations	$	0.03		$	0.02
Discontinued operations	0.01			0.01
Net income attributable to common stockholders	$	0.04		$	0.03
DILUTED EARNINGS PER COMMON SHARE:
Income from continuing operations	$	0.03		$	0.02
Discontinued operations	0.01			0.01
Net income attributable to common stockholders	$	0.04		$	0.03
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING—BASIC	76,462,266			72,035,154
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING—DILUTED	77,712,493			73,149,232
DIVIDENDS DECLARED, PER COMMON SHARE, DURING THE PERIOD	$	0.30		$	0.30

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Healthcare Realty Trust Incorporated Condensed Consolidated Statements of Operations For the Six Months Ended June 30, 2012 and 2011 (Dollars in thousands, except per share data) (Unaudited)

	2012			2011
REVENUES
Property operating	$	119,913		$	105,141
Single-tenant net lease	25,092			27,503
Straight-line rent	3,449			2,364
Mortgage interest	4,331			3,474
Other operating	3,146			4,345
	155,931			142,827
EXPENSES
Property operating	58,039			55,210
General and administrative	9,782			10,938
Depreciation	42,333			36,756
Amortization	5,077			3,555
Bad debt, net	109			271
	115,340			106,730
OTHER INCOME (EXPENSE)
Loss on extinguishment of debt	—			(1,986		)
Interest expense	(36,909		)	(39,617		)
Interest and other income, net	508			418
	(36,401		)	(41,185		)
INCOME (LOSS) FROM CONTINUING OPERATIONS	4,190			(5,088		)
DISCONTINUED OPERATIONS
Income from discontinued operations	2,777			1,448
Impairments	(4,336		)	(147		)
Gain on sales of real estate properties	3,431			36
INCOME FROM DISCONTINUED OPERATIONS	1,872			1,337
NET INCOME (LOSS)	6,062			(3,751		)
Less: Net income attributable to noncontrolling interests	(20		)	(27		)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	6,042		$	(3,778	)
BASIC EARNINGS (LOSS) PER COMMON SHARE:
Income (loss) from continuing operations	$	0.05		$	(0.07	)
Discontinued operations	0.03			0.02
Net income (loss) attributable to common stockholders	$	0.08		$	(0.05	)
DILUTED EARNINGS (LOSS) PER COMMON SHARE:
Income (loss) from continuing operations	$	0.05		$	(0.07	)
Discontinued operations	0.03			0.02
Net income (loss) attributable to common stockholders	$	0.08		$	(0.05	)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING—BASIC	76,444,487			69,109,543
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING—DILUTED	77,678,362			69,109,543
DIVIDENDS DECLARED, PER COMMON SHARE, DURING THE PERIOD	$	0.60		$	0.60

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Healthcare Realty Trust Incorporated Condensed Consolidated Statements of Comprehensive Income For the Three Months Ended June 30, 2012 and 2011 (Dollars in thousands) (Unaudited)

	2012			2011
COMPREHENSIVE INCOME	$	2,928		$	2,011
Less: Comprehensive income attributable to noncontrolling interests	(20		)	—
COMPREHENSIVE INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	2,908		$	2,011

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Healthcare Realty Trust Incorporated Condensed Consolidated Statements of Comprehensive Income (Loss) For the Six Months Ended June 30, 2012 and 2011 (Dollars in thousands) (Unaudited)

	2012			2011
COMPREHENSIVE INCOME (LOSS)	$	6,062		$	(3,751	)
Less: Comprehensive income attributable to noncontrolling interests	(20		)	(27		)
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	6,042		$	(3,778	)

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Healthcare Realty Trust Incorporated Condensed Consolidated Statements of Cash Flows For the Six Months Ended June 30, 2012 and 2011 (Dollars in thousands) (Unaudited)

	2012			2011
OPERATING ACTIVITIES
Net income (loss)	$	6,062		$	(3,751	)
Adjustments to reconcile net income (loss) to cash provided by operating activities:
Depreciation and amortization	49,762			43,919
Stock-based compensation	1,653			1,602
Straight-line rent receivable	(3,445		)	(2,395		)
Straight-line rent liability	202			246
Gain on sales of real estate properties	(3,431		)	(36		)
Loss on extinguishment of debt	—			1,986
Impairments	4,336			147
Provision for bad debt, net	108			287
Changes in operating assets and liabilities:
Other assets	4,050			(5,376		)
Accounts payable and accrued liabilities	(9,573		)	2,649
Other liabilities	3,073			7,217
Net cash provided by operating activities	52,797			46,495
INVESTING ACTIVITIES
Acquisition and development of real estate properties	(61,522		)	(83,111		)
Funding of mortgages and notes receivable	(28,550		)	(83,141		)
Proceeds from sales of real estate	36,109			3,775
Proceeds from mortgage repayment by consolidated variable interest entity	35,057			—
Proceeds from mortgages and notes receivable repayments	9,232			58
Net cash used in investing activities	(9,674		)	(162,419		)
FINANCING ACTIVITIES
Net borrowings on unsecured credit facility	4,000			123,000
Repayments on notes and bonds payable	(2,436		)	(1,616		)
Repurchase of notes payable	—			(280,201		)
Dividends paid	(46,785		)	(42,570		)
Proceeds from issuance of common stock	511			224,045
Common stock redemptions	(45		)	(51		)
Distributions to noncontrolling interest holders	—			(281		)
Purchase of noncontrolling interests	—			(1,591		)
Debt issuance costs	(3		)	(356		)
Net cash provided by (used in) financing activities	(44,758		)	20,379
Decrease in cash and cash equivalents	(1,635		)	(95,545		)
Cash and cash equivalents, beginning of period	4,738			113,321
Cash and cash equivalents, end of period	$	3,103		$	17,776

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Healthcare Realty Trust Incorporated Condensed Consolidated Statements of Cash Flows For the Six Months Ended June 30, 2012 and 2011 (Dollars in thousands) (Unaudited)

	2012		2011
Supplemental Cash Flow Information:
Interest paid	$	38,307	$	33,437
Capitalized interest	$	3,469	$	4,194
Company-financed real estate property sales	$	11,200	$	2,700
Invoices accrued for construction, tenant improvement and other capitalized costs	$	5,931	$	15,001
Construction liabilities transferred upon deconsolidation of variable interest entity	$	3,450	$	—

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Healthcare Realty Trust Incorporated

Notes to Condensed Consolidated Financial Statements

June 30, 2012

(Unaudited)

Note 1. Summary of Significant Accounting Policies

Business Overview

Healthcare Realty Trust Incorporated (the “Company”) is a real estate investment trust (“REIT”) that integrates owning, managing, financing and developing income-producing real estate properties associated primarily with the delivery of outpatient healthcare services throughout the United States. The Company had investments of approximately $2.9 billion in 205 real estate properties and mortgages as of June 30, 2012 . The Company’s 198 owned real estate properties are located in 28 states and total approximately 13.5 million square feet. The Company provided property management services to approximately 10.3 million square feet nationwide.

Principles of Consolidation

The Condensed Consolidated Financial Statements include the accounts of the Company, its wholly-owned subsidiaries, joint ventures, partnerships and certain variable interest entities (“VIEs”) where the Company controls the operating activities.

The Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements that are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 . Management believes, however, that all adjustments of a normal, recurring nature considered necessary for a fair presentation have been included. All material intercompany transactions and balances have been eliminated in consolidation.

This interim financial information should be read in conjunction with the financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this report and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 . This interim financial information does not necessarily represent or indicate what the operating results will be for the year ending December 31, 2012 for many reasons including, but not limited to, acquisitions, dispositions, capital financing transactions, changes in interest rates and the effects of other trends, risks, and uncertainties.

In January 2012 , a construction mortgage note receivable totaling approximately $35.1 million was repaid in full. The construction mortgage note was funding the ongoing development of an inpatient facility in South Dakota that was leased by Sanford Health. In the third quarter of 2011, the Company began consolidating the construction project upon its conclusion that it was the primary beneficiary of the VIE that was constructing the facility. As a result of the consolidation of the VIE, the Company also eliminated the construction mortgage note and related interest on its Condensed Consolidated Financial Statements. Upon repayment of the mortgage note, the Company deconsolidated the VIE and recognized net mortgage interest income of $0.4 million and overhead expense of $0.1 million , resulting in a net gain to the Company of $0.3 million .

The Company also had a variable interest in two unconsolidated VIEs consisting of construction mortgage notes aggregating approximately $68.7 million at June 30, 2012 in which management concluded that the Company was not currently the primary beneficiary.

The Company had an investment in one unconsolidated joint venture of approximately $1.3 million at June 30, 2012 which the Company accounts for under the cost method since the Company does not exert significant influence over the joint venture's operations. The joint venture, which invests in real estate properties, is included in other assets on the Company’s Condensed Consolidated Balance Sheets, and the related distributions received are included in interest and other income, net on the Company’s Condensed Consolidated Statements of Operations.

Use of Estimates in the Condensed Consolidated Financial Statements

Preparation of the Condensed Consolidated Financial Statements in accordance with GAAP requires management to make estimates and assumptions that affect amounts reported in the Condensed Consolidated Financial Statements and accompanying

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Notes to Condensed Consolidated Financial Statements - Continued

notes. Actual results may differ from those estimates.

Segment Reporting

The Company owns, acquires, manages, finances, and develops outpatient and other healthcare-related properties. The Company is managed as one reporting unit, rather than multiple reporting units, for internal reporting purposes and for internal decision-making. Therefore, the Company discloses its operating results in a single reportable segment.

Reclassifications

Certain amounts in the Company’s Condensed Consolidated Financial Statements for prior periods have been reclassified to conform to the current period presentation. Assets sold or held for sale, and related liabilities, have been reclassified in the Company’s Condensed Consolidated Balance Sheets, and the operating results of those assets have been reclassified from continuing to discontinued operations for all periods presented.

Revenue Recognition

General

The Company recognizes revenue when it is realized or realizable and earned. There are four criteria that must be met before a company may recognize revenue, including: persuasive evidence that an arrangement exists; delivery has occurred or services have been rendered (i.e., the tenant has taken possession of and controls the physical use of the leased asset); the price has been fixed or is determinable; and collectability is reasonably assured. Income received but not yet earned is deferred until such time it is earned. Deferred revenue is included in other liabilities in the Company’s Condensed Consolidated Balance Sheets.

The Company derives most of its revenues from its real estate and mortgage notes receivable portfolio. The Company’s rental and mortgage interest income is recognized based on contractual arrangements with its tenants, sponsors or borrowers. These contractual arrangements generally fall into three categories: leases, mortgage notes receivable, and property operating agreements as described in the following paragraphs. The Company may accrue late fees based on the contractual terms of a lease or note. Such fees, if accrued, are included in single-tenant net lease revenue, property operating income, or mortgage interest income in the Company’s Condensed Consolidated Statements of Operations, based on the type of contractual agreement.

Rental Income

Rental income related to non-cancelable operating leases is recognized as earned over the life of the lease agreements on a straight-line basis. The Company’s lease agreements generally include provisions for stated annual increases or increases based on a Consumer Price Index. The Company’s multi-tenant office lease arrangements also generally allow for operating expense recoveries which the Company calculates and bills to its tenants. Rental income from properties under single-tenant net lease arrangements (formerly named master leases) is included in single-tenant net lease revenue and rental income from properties with multi-tenant office lease arrangements is included in property operating income in the Company’s Condensed Consolidated Statements of Operations. The Company’s leases, formerly named as master leases, have over time changed from single tenant leases with underlying sub-tenants occupying the majority of the buildings to buildings that are leased and occupied by a single tenant. As such, the Company has renamed the revenues from these types of agreements to “single-tenant net leases” to describe more fully the nature of these leases.

Interest Income

Mortgage interest income and notes receivable interest income are recognized based on the interest rates and maturity date or amortization period specific to each note. Loan origination fees received are deferred and are recognized in mortgage interest income over the estimated life of the loan.

Property Operating Agreements

At June 30, 2012 , the Company had six real estate properties with an aggregate gross investment of approximately $73.6 million subject to property operating agreements that obligate the sponsoring health system to provide to the Company a minimum return on the Company’s investment in the property in exchange for the right to be involved in the operating decisions of the property, including tenancy. If the minimum return is not achieved through normal operations of the property, the sponsor is responsible to the Company for the shortfall under the terms of these agreements. The Company recognizes any shortfall income in other operating income in the Company’s Condensed Consolidated Statements of Operations. Property operating agreement payments totaling approximately $0.5 million per quarter on two of the Company’s properties in New Orleans expired on

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Notes to Condensed Consolidated Financial Statements - Continued

September 30, 2011 . No other property operating agreements are scheduled to expire until 2016 .

Accumulated Other Comprehensive Loss

Certain items must be included in comprehensive income (loss), including items such as foreign currency translation adjustments, minimum pension liability adjustments, and unrealized gains or losses on available-for-sale securities. The Company’s accumulated other comprehensive loss includes the cumulative pension liability adjustments, which are generally recognized in the fourth quarter of each year.

Income Taxes

No provision has been made for federal income taxes. The Company intends at all times to qualify as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended. The Company must distribute at least 90% of its REIT taxable income each year to its stockholders and meet other requirements to continue to qualify as a REIT.

The Company must pay certain state income taxes and the provisions are generally included in general and administrative expense on the Company’s Condensed Consolidated Statements of Operations.

The Company classifies interest and penalties related to uncertain tax positions, if any, in its Condensed Consolidated Financial Statements as a component of general and administrative expense. No such amounts were recognized during the six months ended June 30, 2012 or 2011.

Incentive Plans

The Company has various employee and non-employee stock-based awards outstanding, including restricted stock issued under its incentive plans, and options granted to employees pursuant to its employee stock purchase plan (the “Employee Stock Purchase Plan”). The Company generally recognizes compensation expense for awards issued under its incentive plans based on the grant date fair value of the awards ratably over the requisite service period. Compensation expense for awards issued under the Employee Stock Purchase Plan is based on fair value, net of estimated forfeitures, using the Black-Scholes model, and is generally recognized when the awards are granted in the first quarter of each year since they immediately vest when granted.

Defined Benefit Pension Plan

The Company has a pension plan (the “Executive Retirement Plan”) under which three of the Company’s founding officers may receive certain retirement benefits upon retirement. The plan is unfunded and benefits will be paid from future cash flows of the Company. The maximum annual benefits payable to each individual under the Executive Retirement Plan is $896,000 , subject to cost-of-living adjustments. The Company calculates pension expense and the corresponding liability annually on the measurement date ( December 31 ) which requires certain assumptions, such as a discount rate and the recognition of actuarial gains and losses. Pension expense is recognized on an accrual basis over an estimated service period.

Operating Leases

As described in more detail in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 , the Company is obligated under operating lease agreements consisting primarily of its corporate office lease and various ground leases related to the Company’s real estate investments where the Company is the lessee.

Discontinued Operations and Assets Held for Sale

The Company sells properties from time to time due to a variety of factors, including among other things, market conditions or the exercise of purchase options by tenants. The operating results of properties that have been sold or are held for sale are reported as discontinued operations in the Company’s Condensed Consolidated Statements of Operations. A company must report discontinued operations when a component of an entity has either been disposed of or is deemed to be held for sale if (i) both the operations and cash flows of the component have been or will be eliminated from ongoing operations as a result of the disposal transaction, and (ii) the entity will not have any significant continuing involvement in the operations of the component after the disposal transaction. Long-lived assets classified as held for sale in the Company’s Condensed Consolidated Balance Sheets are reported at the lower of their carrying amount or their estimated fair value less cost to sell. Further, depreciation of these assets ceases at the time the assets are classified as discontinued operations. Losses resulting from the sale or anticipated sale of such properties are characterized as impairment losses relating to discontinued operations in the Company’s Condensed Consolidated Statements of Operations. See Note 3 for a detail of the Company’s assets held for sale and discontinued operations.

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Notes to Condensed Consolidated Financial Statements - Continued

Land Held for Development

Land held for development, which is included in construction in progress in the Company’s Condensed Consolidated Balance Sheets, includes parcels of land owned by the Company upon which the Company intends to develop and own outpatient healthcare facilities.

Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. In calculating fair value, a company must maximize the use of observable market inputs, minimize the use of unobservable market inputs and disclose in the form of an outlined hierarchy the details of such fair value measurements.

A hierarchy of valuation techniques is defined to determine 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 reflect the Company’s 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.

In connection with the sale of five medical office buildings in the second quarter of 2012, the Company recorded impairment charges totaling approximately $ 0.2 million based on the contractual sales prices, a Level 1 input.

Real Estate Properties

Real estate properties are recorded at cost or fair value, if acquired. Cost or fair value at the time of acquisition is allocated between land, buildings, tenant improvements, lease and other intangibles, and personal property.

The Company also capitalizes direct construction and development costs, including interest, to all consolidated real estate properties that are under construction and substantive activities are ongoing to prepare the asset for its intended use. The Company considers a building as substantially complete and held available for occupancy upon the completion of tenant improvements, but may extend that in some cases to a time no later than one year from cessation of major construction activity. Development costs incurred after a project is substantially complete and ready for its intended use, or after development activities have ceased, are expensed as incurred.

Mortgage Notes

Mortgage notes receivable may be classified as held-for-investment or held-for-sale based on a lender’s intent and ability to hold the loans. Notes held-for-investment are carried at amortized cost and are reduced by valuation allowances for estimated credit losses as necessary. Notes held-for-sale are carried at the lower of cost or fair value. All of the Company’s notes receivable are classified as held-for-investment.

Allowance for Doubtful Accounts and Credit Losses

Management monitors the aging and collectibility of its accounts receivable balances on an ongoing basis. Whenever there is deterioration in the timeliness of payment from a tenant or sponsor, management investigates and determines the reason(s) for the delay. Considering all information gathered, management’s judgment is exercised in determining whether a receivable is potentially uncollectible and, if so, how much or what percentage may be uncollectible. Among the factors management considers in determining collectibility are: the type of contractual arrangement under which the receivable was recorded (e.g., a triple net lease, a gross lease, a sponsor guaranty agreement, or some other type of agreement); the tenant’s reason for slow payment; industry influences under which the tenant operates; evidence of willingness and ability of the tenant to pay the receivable; credit-worthiness of the tenant; collateral, security deposit, letters of credit or other monies held as security; tenant’s historical payment pattern; other contractual agreements between the tenant and the Company; relationship between the tenant and the Company; the state

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Notes to Condensed Consolidated Financial Statements - Continued

in which the tenant operates; and the existence of a guarantor and the willingness and ability of the guarantor to pay the receivable. Considering these factors and others, management concludes whether all or some of the aged receivable balance is likely uncollectible. Upon determining that some portion of the receivable is likely uncollectible, the Company records a provision for bad debts for the amount it expects will be uncollectible. When efforts to collect a receivable are exhausted, the receivable amount is charged off against the allowance.

The Company also evaluates collectibility of its mortgage notes and notes receivable and records an allowance on the notes as necessary. A loan is impaired when it is probable that a creditor will be unable to collect all amounts due according to the contractual terms of the loan as scheduled, including both contractual interest and principal payments. If a mortgage loan or note receivable becomes past due, the Company will review the specific circumstances and may discontinue the accrual of interest on the loan. The loan is not returned to accrual status until the debtor has demonstrated the ability to continue debt service in accordance with the contractual terms. Loans placed on non-accrual status will be accounted for either on a cash basis, in which income is recognized only upon receipt of cash, or on a cost-recovery basis, in which all cash receipts reduce the carrying value of the loan, based on the Company’s expectation of future collectibility.

New Pronouncements

On January 1, 2012 , the Company adopted the Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2011-08, “Intangibles – Goodwill and Other (Topic 350), Testing Goodwill for Impairment.” The standard simplifies the process a company must go through to test goodwill for impairment. Companies have an option to first assess qualitative factors of a reporting unit being tested before having to assess quantitative factors. If a company believes no impairment exists based on qualitative factors, then it will no longer be required to perform the two-step quantitative impairment test. The Company tests its $3.5 million of goodwill for impairment as of December 31 of each year. The adoption of this new standard did not have a material impact on the Company’s financial statements.

Note 2. Real Estate and Mortgage Notes Receivable Investments

The Company had investments of approximately $2.9 billion in 205 real estate properties and mortgages as of June 30, 2012 . The Company’s 198 owned real estate properties are located in 28 states and total approximately 13.5 million total square feet. The table below details the Company’s investments.

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	Number of	Gross Investment				Square Feet
(Dollars and Square Feet in thousands)	Investments	Amount		%		Footage	%
Owned properties:
Multi-tenant leases
Medical office/outpatient	148	$	1,782,088	61.8	%	9,764	72.4	%
Medical office—stabilization in progress	11	379,494		13.1	%	1,186	8.8	%
Other	2	19,767		0.7	%	256	1.9	%
	161	2,181,349		75.6	%	11,206	83.1	%
Single-tenant net leases
Medical office/outpatient	20	190,903		6.6	%	982	7.3	%
Inpatient	14	337,492		11.7	%	1,103	8.2	%
Other	2	9,545		0.3	%	91	0.7	%
	36	537,940		18.6	%	2,176	16.2	%
Construction in progress
Medical office/outpatient	1	9,009		0.3	%	96	0.7	%
Land held for development	—	25,171		0.9	%	—	—
	1	34,180		1.2	%	96	0.7	%
Corporate property	—	14,804		0.5	%	—	—
	—	14,804		0.5	%	—	—
Total owned properties	198	2,768,273		95.9	%	13,478	100.0	%
Mortgage notes receivable:
Medical office/outpatient	4	41,801		1.4	%	—	—
Inpatient	1	36,258		1.3	%	—	—
Other	1	40,000		1.4	%	—	—
	6	118,059		4.1	%	—	—
Unconsolidated joint venture:
Other	1	1,266		—		—	—
	1	1,266		—		—	—
Total real estate investments	205	$	2,887,598	100.0	%	13,478	100.0	%

Mortgage Notes Receivable

All of the Company’s mortgage notes receivable are classified as held-for-investment based on management’s intent and ability to hold the loans until maturity. As such, the loans are carried at amortized cost. A summary of the Company’s mortgage notes receivable is shown in the table below:



(Dollars in thousands)	June 30, 2012		December 31, 2011
Construction mortgage notes	$	68,694	$	51,471
Other mortgage loans	49,365		45,910
	$	118,059	$	97,381

As of June 30, 2012 , approximately $68.7 million , or 58.2% , of the Company’s mortgage notes receivable were due from affiliates of the United Trust Fund, which is developing two build-to-suit facilities that are fully leased to Mercy Health. Also, approximately $40.0 million , or 33.9% , of the Company’s mortgage notes receivable were due from LB Properties X, LLC.

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Note 3. Acquisitions and Dispositions

Real Estate Acquisitions

In January 2012 , the Company purchased a 58,285 square foot medical office building in South Dakota for cash consideration of approximately $15.0 million . The property is 100% leased under a single-tenant net lease, which expires in 2022 , with an affiliate of “AA-” rated Sanford Health, with a parent guarantee. The property is connected to a new Sanford Health acute care hospital that opened in June 2012 .

In February 2012 , the Company purchased a 23,312 square foot medical office building in North Carolina for cash consideration of approximately $6.4 million . The building is 100% occupied by two tenants with an affiliate of “AA-” rated Carolinas Healthcare System (“CHS”) occupying 93% of the building. The property is adjacent to a CHS hospital campus where the Company currently owns six medical office buildings totaling approximately 187,000 square feet.

In March 2012 , the Company acquired the fee simple interest in 9.14 acres of land in Pennsylvania for cash consideration of approximately $1.2 million . The Company previously held a ground lease interest in this property.

In May 2012 , the Company purchased a 76,484 square foot medical office building in Texas for a purchase price of approximately $10.7 million . Concurrent with the acquisition, the Company's construction mortgage note receivable totaling $9.9 million , which was secured by the building, was repaid, resulting in a total of an additional $1.2 million in cash consideration from the Company. The building was 100% leased at the time of the acquisition with lease expirations through 2021 .

Mortgage Note Financings

In January 2012 , the Company originated a $3.0 million seller-financed mortgage note receivable with the purchaser of two medical office buildings located in Texas that were sold by the Company as discussed in “Asset Dispositions” below. The note has a stated fixed interest rate of 7.25% and matures in January 2014 .

In March 2012 , the Company originated a $4.5 million seller-financed mortgage note receivable with the purchaser of a medical office building located in Texas that was sold by the Company as discussed in “Asset Dispositions” below. This note was repaid in April 2012 .

In April 2012 , the Company originated a $3.8 million seller-financed mortgage note receivable with the purchaser of two medical office buildings located in Florida that were sold by the Company as part of a larger disposition as discussed in "Asset Dispositions" below. The note has a stated fixed interest rate of 7.5% and matures in April 2015 .

The following table details the Company’s acquisitions and mortgage note financings for the six months ended June 30, 2012 :



(Dollars in millions)	Date Acquired	Cash Consideration		Real Estate		Mortgage Note Financing			Other		Square Footage
Real estate acquisitions
South Dakota	1/20/12	$	15.0	$	14.9	$	—		$	0.1	58,285
North Carolina	2/10/12	6.4		6.4		—			—		23,312
Pennsylvania	3/16/12	1.2		1.1		—			0.1		—
Texas	5/23/12	1.2		10.7		(9.9		)	0.4		76,484
		23.8		33.1		(9.9		)	0.6		158,081
Mortgage note financings
Texas	1/10/12	3.0		—		3.0			—		—
Texas	3/16/12	4.5		—		4.5			—		—
Florida	4/18/12	3.8		—		3.8			—		—
		11.3		—		11.3			—		—
		$	35.1	$	33.1	$	1.4		$	0.6	158,081

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Asset Dispositions

During the first quarter of 2012, the Company disposed of the following properties and mortgage notes:

•

a 14,748 square foot medical office building and an 18,978 square foot medical office building, both in Texas, in which the Company had an aggregate net investment of approximately $2.5 million , for total consideration of approximately $3.4 million . The Company received approximately $0.4 million in net cash proceeds, including prepaid interest, originated a $3.0 million seller-financed mortgage note receivable as discussed above in “Mortgage Note Financings,” and recognized a $0.9 million net gain on the disposal;

•

a 35,752 square foot medical office building in Florida, in which the Company had a net investment of approximately $3.0 million , for total consideration of approximately $5.7 million . The Company received approximately $5.7 million in net cash proceeds and a lease termination fee of $1.5 million which is recorded in income from discontinued operations. The Company also recognized a $2.5 million net gain on the disposal;


•	a 33,895 square foot medical office building in Florida in which the Company had a net investment of approximately $0.5 million for total consideration of approximately $0.5 million ;

•

an 82,664 square foot medical office building in Texas, in which the Company had a net investment of approximately $4.8 million , for a purchase price of approximately $4.7 million . The Company originated a $4.5 million seller-financed mortgage note receivable as discussed above in “Mortgage Note Financings” and recognized a $0.4 million impairment on the disposal, including the write-off of straight-line rent receivables and closing costs;


•	two mortgage notes receivable of $1.5 million and $3.2 million for total consideration of approximately $4.7 million ; and


•	a construction mortgage note receivable totaling approximately $35.1 million which was repaid in full relating to the ongoing development of an inpatient facility in South Dakota. See Note 1 for more details on this repayment.

During the second quarter of 2012, the Company disposed of the following properties and mortgage notes:


•	a medical office building in Tennessee in which the Company had a net investment of approximately $0.8 million . The Company received approximately $0.8 million in net cash proceeds;

•

five medical office buildings located in Florida were sold to a single buyer for a purchase price of $33.3 million in which the Company had a net aggregate investment of approximately $31.8 million , including $0.6 million of straight-line rent receivables. The Company received approximately $32.4 million in consideration from the sale, including the origination of a $3.8 million seller-financed mortgage note and a $0.6 million contingent liability. The Company recognized a $0.2 million impairment on the disposal, including the write-off of straight-line rent receivables and closing costs. These properties were not previously classified as held for sale;


•	a mortgage note receivable of $4.5 million was repaid; and


•	a mortgage note receivable of $9.9 million was repaid in conjunction with the acquisition of a medical office building in Texas as discussed in “Real Estate Acquisitions” above.

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The following table details the Company’s dispositions and mortgage note repayments for the six months ended June 30, 2012 :



(Dollars in millions)	Date Disposed	Net Proceeds		Net Real Estate Investment		Other (including receivables)			Mortgage Note Receivable			Gain/ (Impairment)			Square Footage
Real estate dispositions
Texas (two properties) (1)	1/10/2012	$	0.4	$	2.5	$	—		$	(3.0	)	$	0.9		33,726
Florida (1)	1/19/2012	5.7		3.0		0.2			—			2.5			35,752
Florida (1)	3/2/2012	0.5		0.5		—			—			—			33,895
Texas (1)	3/16/2012	—		4.8		0.1			(4.5		)	(0.4		)	82,664
Tennessee (1)	4/13/2012	0.8		0.8		—			—			—			18,476
Florida (five properties)	4/18/2012	28.6		31.2		1.4			(3.8		)	(0.2		)	272,571
		36.0		42.8		1.7			(11.3		)	2.8			477,084
Mortgage note repayments		19.1		—		—			19.1			—			—
Deconsolidation of VIE (2)		35.1		38.2		(3.4		)	—			0.3			113,602
Total dispositions and repayments		$	90.2	$	81.0	$	(1.7	)	$	7.8		$	3.1		590,686

________________

⁽¹⁾ Previously included in assets held for sale.

⁽²⁾ “Other” includes construction liabilities transferred upon deconsolidation. “Gain” includes $0.4 million of net mortgage interest income recognized, partially offset by $0.1 million of general and administrative overhead expense that had been capitalized into the project that was reversed upon deconsolidation.

Discontinued Operations and Assets Held for Sale

During the first quarter of 2012, the Company recorded a $1.5 million lease termination fee related to the sale of a medical office building in Florida which is included in single-tenant net lease revenue in discontinued operations, recorded $3.4 million in gains on property sales, recorded a $0.4 million impairment charge on a property sold, and recorded a $3.8 million impairment charge on a building that was classified as held for sale.

During the second quarter of 2012, the Company sold five properties that were not previously classified as held for sale and recognized a $0.2 million impairment on the disposal.

The following tables detail the assets, liabilities, and results of operations included in discontinued operations on the Company’s Condensed Consolidated Statements of Operations and in assets and liabilities of discontinued operations on the Company’s Condensed Consolidated Balance Sheets. At June 30, 2012 and December 31, 2011 , the Company had 9 and 15 properties, respectively, classified as held for sale. Of the 15 properties classified as held for sale at December 31, 2011 , three properties in Texas and two properties in Florida were sold during the first quarter of 2012, and one property in Tennessee was sold during the second quarter of 2012.

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(Dollars in thousands)	June 30, 2012			December 31, 2011
Balance Sheet data (as of the period ended):
Land	$	5,107		$	8,078
Buildings, improvements and lease intangibles	23,992			44,299
Personal property	440			458
	29,539			52,835
Accumulated depreciation	(16,675		)	(24,557		)
Assets held for sale, net	12,864			28,278
Other assets, net (including receivables)	57			372
Assets of discontinued operations, net	57			372
Assets held for sale and discontinued operations, net	$	12,921		$	28,650
Accounts payable and accrued liabilities	$	100		$	404
Other liabilities	74			114
Liabilities of discontinued operations	$	174		$	518



	Three Months Ended						Six Months Ended
(Dollars in thousands, except per share data)	June 30, 2012			June 30, 2011			June 30, 2012			June 30, 2011
Statements of Operations data (for the period ended):
Revenues
Property operating	$	269		$	665		$	910		$	1,436
Single-tenant net lease	766			1,643			3,391			3,287
Straight-line rent	3			33			(4		)	31
Other operating	2			6			9			13
	1,040			2,347			4,306			4,767
Expenses
Property operating	305			1,006			1,111			2,067
General and administrative	1			3			4			5
Depreciation	121			633			487			1,259
Amortization	—			(8		)	—			(16		)
Bad debt, net	1			—			(1		)	16
	428			1,634			1,601			3,331
Other Income (Expense)
Interest and other income, net	47			6			72			12
	47			6			72			12
Discontinued Operations
Income from discontinued operations	659			719			2,777			1,448
Impairments	(167		)	—			(4,336		)	(147		)
Gain on sales of real estate properties	3			—			3,431			36
Income from Discontinued Operations	$	495		$	719		$	1,872		$	1,337
Income from Discontinued Operations per Common Share—Basic	$	0.01		$	0.01		$	0.03		$	0.02
Income from Discontinued Operations per Common Share—Diluted	$	0.01		$	0.01		$	0.03		$	0.02

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Note 4. Notes and Bonds Payable

The table below details the Company’s notes and bonds payable as of June 30, 2012 and December 31, 2011 .



(Dollars in thousands)	June 30, 2012		December 31, 2011		Maturity Dates	Contractual Interest Rates	Principal Payments	Interest Payments
Unsecured Credit Facility	$	216,000	$	212,000	10/15	LIBOR + 1.50%	At maturity	Quarterly
Senior Notes due 2014, net of discount	264,445		264,371		4/14	5.125%	At maturity	Semi-Annual
Senior Notes due 2017, net of discount	298,594		298,465		1/17	6.500%	At maturity	Semi-Annual
Senior Notes due 2021, net of discount	397,178		397,052		1/21	5.750%	At maturity	Semi-Annual
Mortgage notes payable, net of discount and including premiums	219,383		221,649		4/13-10/30	5.000%-7.625%	Monthly	Monthly
	$	1,395,600	$	1,393,537

The Company’s various debt agreements contain certain representations, warranties, and financial and other covenants customary in such loan agreements. Among other things, these provisions require the Company to maintain certain financial ratios and minimum tangible net worth and impose certain limits on the Company’s ability to incur indebtedness and create liens or encumbrances. At June 30, 2012 , the Company was in compliance with the financial covenant provisions under all of its various debt instruments.

Unsecured Credit Facility

On October 14, 2011 , the Company entered into a $700.0 million unsecured credit facility due 2015 (the “Unsecured Credit Facility”) with a syndicate of 17 lenders that matures on October 14, 2015 with an option to extend the facility for one additional year for an extension fee of 0.20% of the aggregate commitments. Amounts outstanding under the Unsecured Credit Facility bear interest at LIBOR plus the applicable margin rate (defined as a range of 1.075% to 1.900% depending on the Company’s unsecured debt ratings, currently 1.5% ). In addition, the Company pays a 0.35% facility fee per annum on the aggregate amount of commitments. The facility fee ranges from 0.175% per annum to 0.45% per annum, based on the Company’s unsecured debt ratings. At June 30, 2012 , the Company had $216.0 million outstanding under the Unsecured Credit Facility with a weighted average interest rate of approximately 1.75% and a remaining borrowing capacity of approximately $484.0 million .

Senior Notes due 2014

On March 30, 2004 , the Company issued $300.0 million of unsecured senior notes due 2014 (the “Senior Notes due 2014”). The Senior Notes due 2014 bear interest at 5.125% per annum, payable semi-annually on April 1 and October 1 , and are due on April 1, 2014 , unless redeemed earlier by the Company. The notes were issued at a discount of approximately $1.5 million , which yielded a 5.19% interest rate per annum upon issuance. In previous years, the Company repurchased approximately $35.3 million of the Senior Notes due 2014 and accreted a pro-rata portion of the discount upon the repurchases. The following table reconciles the balance of the Senior Notes due 2014 on the Company’s Condensed Consolidated Balance Sheets.



(Dollars in thousands)	June 30, 2012			December 31, 2011
Senior Notes due 2014 face value	$	264,737		$	264,737
Unaccreted discount	(292		)	(366		)
Senior Notes due 2014 carrying amount	$	264,445		$	264,371

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Senior Notes due 2017

On December 4, 2009 , the Company issued $300.0 million of unsecured senior notes due 2017 (the “Senior Notes due 2017”). The Senior Notes due 2017 bear interest at 6.50% per annum, payable semi-annually on January 17 and July 17 , and are due on January 17, 2017 , unless redeemed earlier by the Company. The notes were issued at a discount of approximately $2.0 million , which yielded a 6.618% interest rate per annum upon issuance. The following table reconciles the balance of the Senior Notes due 2017 on the Company’s Condensed Consolidated Balance Sheets.



(Dollars in thousands)	June 30, 2012			December 31, 2011
Senior Notes due 2017 face value	$	300,000		$	300,000
Unaccreted discount	(1,406		)	(1,535		)
Senior Notes due 2017 carrying amount	$	298,594		$	298,465

Senior Notes due 2021

On December 13, 2010 , the Company issued $400.0 million of unsecured senior notes due 2021 (the “Senior Notes due 2021”). The Senior Notes due 2021 bear interest at 5.75% per annum, payable semi-annually on January 15 and July 15 , beginning January 15, 2011 , and are due on January 15, 2021 , unless redeemed earlier by the Company. The notes were issued at a discount of approximately $3.2 million , which yielded a 5.855% interest rate per annum upon issuance. The following table reconciles the balance of the Senior Notes due 2021 on the Company’s Condensed Consolidated Balance Sheets.



(Dollars in thousands)	June 30, 2012			December 31, 2011
Senior Notes due 2021 face value	$	400,000		$	400,000
Unaccreted discount	(2,822		)	(2,948		)
Senior Notes due 2021 carrying amount	$	397,178		$	397,052

Mortgage Notes Payable

The following table reconciles the Company’s aggregate mortgage notes principal balance with the Company’s Condensed Consolidated Balance Sheets.



(Dollars in thousands)	June 30, 2012			December 31, 2011
Mortgage notes payable principal balance	$	222,941		$	225,377
Unaccreted discount, net of premium	(3,558		)	(3,728		)
Mortgage notes payable carrying amount	$	219,383		$	221,649

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The following table further details the Company’s mortgage notes payable, with related collateral, at June 30, 2012 .



			Effective					Investment in Collateral at		Balance at
(Dollars in millions)	Original Balance		Interest Rate (18)		Maturity Date	Collateral(19)	Payments (14)	June 30, 2012		June 30, 2012		December 31, 2011
Life Insurance Co.	$	4.7	7.765	%	1/17	MOB	Monthly/20-yr amort.	$	11.7	$	1.8	$	1.9
Commercial Bank	1.8		5.550	%	10/30	OTH	Monthly/27-yr amort.	7.9		1.6		1.6
Life Insurance Co.	15.1		5.490	%	1/16	MOB	Monthly/10-yr amort.	32.7		12.9		13.1
Commercial Bank (1)	17.4		6.480	%	5/15	MOB	Monthly/10-yr amort.	19.9		14.6		14.5
Commercial Bank (2)	12.0		6.110	%	7/15	2 MOBs	Monthly/10-yr amort.	19.5		9.8		9.8
Commercial Bank (3)	15.2		7.650	%	7/20	MOB	(15)	20.2		12.8		12.8
Life Insurance Co. (4)	1.5		6.810	%	7/16	MOB	Monthly/9-yr amort.	2.1		1.1		1.1
Commercial Bank (5)	12.9		6.430	%	2/21	MOB	Monthly/12-yr amort.	20.6		11.3		11.4
Investment Fund	80.0		7.250	%	12/16	15 MOBs	Monthly/30-yr amort.(16)	155.0		78.0		78.4
Life Insurance Co.	7.0		5.530	%	1/18	MOB	Monthly/15-yr amort.	14.5		3.3		3.5
Investment Co. (6)	15.9		6.550	%	4/13	MOB	Monthly/30-yr amort.(17)	23.3		15.0		15.2
Investment Co.	4.6		5.250	%	9/15	MOB	Monthly/10-yr amort.	6.9		4.3		4.3
Life Insurance Co. (7)	13.9		4.700	%	1/16	MOB	Monthly/25-yr amort.	26.4		12.1		12.4
Life Insurance Co. (8)	21.5		4.700	%	8/15	MOB	Monthly/25-yr amort.	43.8		18.5		18.8
Insurance Co. (9)	7.3		5.100	%	12/18	MOB	Monthly/25-yr amort.	14.6		7.4		7.5
Commercial Bank (10)	8.1		4.540	%	8/16	MOB	Monthly/10-yr amort.	15.1		7.6		7.7
Life Insurance Co. (11) (12)	5.3		4.060	%	11/14	MOB	Monthly/25-yr amort.	11.6		4.6		4.8
Life Insurance Co. (13)	3.1		4.060	%	11/14	MOB	Monthly/25-yr amort.	6.7		2.7		2.8
								$	452.5	$	219.4	$	221.6

_______________

(1) The unaccreted portion of a $2.7 million discount recorded on this note upon acquisition is included in the balance above.

(2) The unaccreted portion of a $2.1 million discount recorded on this note upon acquisition is included in the balance above.

(3) The unaccreted portion of a $2.4 million discount recorded on this note upon acquisition is included in the balance above.

(4) The unaccreted portion of a $0.2 million discount recorded on this note upon acquisition is included in the balance above.

(5) The unaccreted portion of a $1.0 million discount recorded on this note upon acquisition is included in the balance above.

(6) The unamortized portion of a $0.5 million premium recorded on this note upon acquisition is included in the balance above.

(7) The unamortized portion of a $0.3 million premium recorded on this note upon acquisition is included in the balance above.

(8) The unamortized portion of a $0.4 million premium recorded on this note upon acquisition is included in the balance above.

(9) The unamortized portion of a $0.6 million premium recorded on this note upon acquisition is included in the balance above.

(10) The unamortized portion of a $0.2 million premium recorded on this note upon acquisition is included in the balance above.

(11) The balance consists of two notes secured by the same building.

(12) The unamortized portions of a $0.3 million premium recorded on these notes upon acquisition are included in the balance above.

(13) The unamortized portion of a $0.2 million premium recorded on this note upon acquisition is included in the balance above.

(14) Payable in monthly installments of principal and interest with the final payment due at maturity (unless otherwise noted).

(15) Payable in monthly installments of interest only for 24 months and then installments of principal and interest based on an 11 -year amortization with the final payment due at maturity.

(16) The Company has the option to extend the maturity for two, one-year floating rate extension terms .

(17) The Company has the option to extend the maturity for three years at a fixed rate of 6.75% .

(18) The contractual interest rates for the 19 outstanding mortgage notes ranged from 5.00% to 7.625% at June 30, 2012 .

(19) MOB-Medical office building; OTH-Other.

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Long-Term Debt Maturities

Future contractual maturities of the Company’s notes and bonds payable as of June 30, 2012 were:



(Dollars in thousands)	Principal Maturities		Net Accretion/ Amortization (1)			Notes and Bonds Payable		%
2012 (remaining)	$	2,512	$	(520	)	$	1,992	0.1	%
2013	19,781		(1,263		)	18,518		1.3	%
2014	276,349		(1,404		)	274,945		19.7	%
2015	265,775		(1,215		)	264,560		19.0	%
2016	106,376		(907		)	105,469		7.6	%
2017 and thereafter	732,885		(2,769		)	730,116		52.3	%
	$	1,403,678	$	(8,078	)	$	1,395,600	100.0	%

_______________

(1) Includes discount accretion and premium amortization related to the Company’s Senior Notes due 2014, Senior Notes due 2017, Senior Notes due 2021 and 13 mortgage notes payable.

Note 5. Other Assets

Other assets consist primarily of prepaid assets, straight-line rent receivables, intangible assets and receivables. Items included in other assets on the Company’s Condensed Consolidated Balance Sheets are detailed in the table below.



(In thousands)	June 30, 2012			December 31, 2011
Prepaid assets	$	44,548		$	45,054
Straight-line rent receivables	33,177			30,374
Above-market intangible assets, net	13,010			13,263
Deferred financing costs, net	12,202			13,783
Accounts receivable, net	5,035			8,181
Goodwill	3,487			3,487
Customer relationship intangible assets, net	2,070			2,103
Equity investments in joint venture—cost method	1,266			1,266
Notes receivable, net	244			283
Allowance for uncollectible accounts	(625		)	(583		)
Other	1,231			1,171
	$	115,645		$	118,382

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Note 6. Commitments and Contingencies

Development Activity



(Dollars in thousands)	Number of Properties	Funded During Three Months Ended June 30, 2012		Total Amount Funded Through June 30, 2012		Estimated Remaining Budget		Estimated Total Budget		Approximate Square Feet
Construction in progress (1)	1	$	2,169	$	9,009	$	4,950	$	13,959	96,433
Construction mortgage notes	2	15,597		68,694		133,920		202,614		386,000
Stabilization in progress (1)	11	6,979		379,494		16,532		396,026		1,185,863
Land held for development	—	—		25,171		—		—		—
Total	14	$	24,745	$	482,368	$	155,402	$	612,599	1,668,296

⁽¹⁾ The estimated total budget for the development properties reflects the original budget including estimated tenant improvement allowances but does not include any estimate of excess tenant improvement cost financing by the Company. To the extent actual amounts funded for the development properties reflect excess tenant improvement costs financed by the Company, the estimated remaining fundings could be greater than the amount budgeted.

Construction in Progress

The Company had one construction project ongoing at June 30, 2012 with an estimated completion date during the third quarter of 2012 . The project commenced in July 2011 and consists of a 96,433 square foot, on-campus medical office building in Texas with significant pre-leasing. The project has an estimated total budget of approximately $14.0 million and is adjacent to a medical office building that the Company acquired in late 2010 . A $4.1 million parking structure associated with this project was completed and was placed into service in the second quarter of 2012.

The table below details the Company’s construction in progress and land held for development as of June 30, 2012 . The information included in the table represents management’s estimates and expectations at June 30, 2012 , which are subject to change. The Company’s disclosures regarding certain projections or estimates of completion dates may not reflect actual results.



State	Estimated Completion Date	Property Type (2)	Properties	Approximate Square Feet	CIP at June 30, 2012		Estimated Remaining Budget		Estimated Total Budget
(Dollars in thousands)
Under construction: ⁽¹⁾
Texas	3Q 2012	MOB	1	96,433	$	9,009	$	4,950	$	13,959
Land held for development:
Iowa			—		4,399
Texas			—		20,772
			1	96,433	$	34,180	$	4,950	$	13,959

⁽¹⁾ The estimated total budget for the development property reflects the original budget including estimated tenant improvement allowances but does not include any estimate of excess tenant improvement cost financing by the Company. To the extent actual amounts funded for the development property reflect excess tenant improvement costs financed by the Company, the estimated remaining fundings could be greater than the amount budgeted.

⁽²⁾ MOB-Medical office building.

Construction Mortgage Notes

The Company had two construction mortgage notes totaling $68.7 million at June 30, 2012 due from affiliates of the United Trust Fund, which is developing two build-to-suit facilities that are fully leased to Mercy Health. The Company expects that the remaining funding commitments totaling $133.9 million on these notes will be funded during the remainder of 2012 and 2013 .

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Stabilization in Progress

At June 30, 2012 , the Company had 11 properties that it had previously developed that were in the process of stabilization. In the aggregate, the properties were approximately 51% leased and 33% occupied at June 30, 2012 , with tenant improvement build-out occurring in suites that are leased but not yet occupied by the tenants. The Company’s remaining funding commitments on these properties at June 30, 2012 relates to tenant improvements.

Legal Proceedings

Two affiliates of the Company, HR Acquisition of Virginia Limited Partnership and HRT Holdings, Inc., are defendants in a lawsuit brought by Fork Union Medical Investors Limited Partnership, Goochland Medical Investors Limited Partnership, and Life Care Centers of America, Inc., as plaintiffs. The plaintiffs alleged that they overpaid rent between 1991 and 2003 under leases for two skilled nursing facilities in Virginia and sought a refund of such overpayments. Plaintiffs were seeking up to $2.0 million , plus pre- and post-judgment interest and attorneys’ fees. The two leases were terminated by agreement in 2003. The Company denied that it was liable to the plaintiffs and filed a motion for summary judgment seeking dismissal of the case. The Circuit Court of Davidson County, Tennessee granted the Company’s motion for summary judgment and the case was dismissed with prejudice by order entered on July 20, 2011. On August 11, 2011, the plaintiffs filed a notice of appeal with the Tennessee Court of Appeals. Briefs have been filed by all parties and oral arguments were heard before the Court of Appeals on May 23, 2012. The Company believes the trial court’s dismissal of the case should be affirmed but can provide no assurance as to the outcome of the appeal.

The Company is a co-defendant in a lawsuit initially filed June 28, 2011 in the District Court of Collin County, Texas captioned James P. Murphy, JPM Realty Property Management, Inc., and Rainier Medical Investments LLC v. LandPlan Development Corp., LandPlan Medical, L.P., Frisco Surgery Center Limited, Frisco POB I Limited, Frisco POB II Limited, Medland L.P., Texas Land Management, L.L.C., Jim Williams, Jr., Reed Williams, and Healthcare Realty Trust, Inc. The original plaintiffs, James P. Murphy and JPM Realty Property Management, Inc. (the “Murphy Plaintiffs”) allege they are due a real estate commission arising out of the sale of certain real property in Frisco, Texas (“the Frisco Property”). Certain affiliates of the Company purchased the Frisco Property in December 2010 from Frisco Surgery Center Limited, Frisco POB I Limited, Frisco POB II Limited, and Medland L.P. (collectively, the “Sellers”). The Murphy Plaintiffs assert breach of contract and common law business tort theories in pursuit of their claim for a commission in the amount of $1.34 million , as well as unspecified punitive damages. The Company denies any liability to the Murphy Plaintiffs and filed a motion for summary judgment with the court as to their claims. The Company’s motion for summary judgment was partially granted as to the Murphy Plaintiffs’ breach of contract claims and third party beneficiary claims on April 19, 2012. The Murphy Plaintiffs' remaining claims against the Company were dismissed on summary judgment on July 22, 2012. The Company was served with an amended complaint in the case on or about February 28, 2012 in which Rainier Medical Investments LLC (“Rainier”) joined as a plaintiff. Rainier alleges breach of contract, unfair competition, breach of fiduciary duty, and various common law business tort and equitable claims against the Company arising out of the Company’s alleged exclusion of Rainier from participation as an investor in the Frisco Property acquisition. Rainier seeks compensatory and punitive damages in excess of $10 million . The Company denies any liability to Rainier and will defend the claims vigorously. Discovery is ongoing and a trial date is expected in late 2012.

The Company is, from time to time, involved in litigation arising out of the ordinary course of business or which is expected to be covered by insurance. The Company is not aware of any other pending or threatened litigation that, if resolved against the Company, would have a material adverse effect on the Company’s consolidated financial position, results of operations, or cash flows.

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Note 7. Stockholders’ Equity

The following table provides a reconciliation of total stockholders' equity for the six months ended June 30, 2012 :



(Dollars in thousands, except per share data)	Common Stock		Additional Paid-In Capital			Accumulated Other Comprehensive Loss			Cumulative Net Income		Cumulative Dividends			Total Stockholders’ Equity
Balance at Dec. 31, 2011	$	779	$	1,894,604		$	(3,332	)	$	795,951	$	(1,683,196	)	$	1,004,806
Issuance of common stock	1		523			—			—		—			524
Common stock redemption	—		(45		)	—			—		—			(45		)
Stock-based compensation	—		1,653			—			—		—			1,653
Net income attributable to common stockholders	—		—			—			6,042		—			6,042
Dividends to common stockholders ($0.60 per share)	—		—			—			—		(46,785		)	(46,785		)
Balance at June 30, 2012	$	780	$	1,896,735		$	(3,332	)	$	801,993	$	(1,729,981	)	$	966,195

Common Stock

The following table provides a reconciliation of the beginning and ending common stock outstanding for the six months ended June 30, 2012 and the year ended December 31, 2011 :



	Six Months Ended	Year Ended
	June 30, 2012	December 31, 2011
Balance, beginning of period	77,843,883	66,071,424
Issuance of common stock	30,182	11,681,392
Restricted stock-based awards, net of forfeitures	128,747	91,067
Balance, end of period	78,002,812	77,843,883

At-The-Market Equity Offering Program

Since December 2008, the Company has had in place an at-the-market equity offering program to sell shares of its common stock from time to time in at-the-market sales transactions. The Company has not sold any shares under this program since July 2011 and had 2,791,300 authorized shares remaining to be sold under the current sales agreement at June 30, 2012 .

Common Stock Dividends

During the first six months of 2012 , the Company declared and paid common stock dividends totaling $0.60 per share.

On July 31, 2012 , the Company declared a quarterly common stock dividend in the amount of $0.30 per share payable on August 31, 2012 to stockholders of record on August 16, 2012 .

Earnings (Loss) Per Common Share

The following table sets forth the computation of basic and diluted earnings (loss) per common share for the three and six months ended June 30, 2012 and 2011 .

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	Three Months Ended						Six Months Ended
(Dollars in thousands, except per share data)	June 30, 2012			June 30, 2011			June 30, 2012			June 30, 2011
Weighted average Common Shares outstanding
Weighted average Common Shares outstanding	77,977,278			73,476,473			77,961,391			70,550,070
Unvested restricted stock	(1,515,012		)	(1,441,319		)	(1,516,904		)	(1,440,527		)
Weighted average Common Shares Outstanding—Basic	76,462,266			72,035,154			76,444,487			69,109,543
Weighted average Common Shares—Basic	76,462,266			72,035,154			76,444,487			69,109,543
Dilutive effect of restricted stock	1,127,522			1,045,698			1,108,456			—
Dilutive effect of employee stock purchase plan	122,705			68,380			125,419			—
Weighted average Common Shares Outstanding—Diluted	77,712,493			73,149,232			77,678,362			69,109,543
Net income (loss)
Income (loss) from continuing operations	$	2,433		$	1,292		$	4,190		$	(5,088	)
Noncontrolling interests’ share in net income	(20		)	—			(20		)	(27		)
Income (loss) from continuing operations attributable to common shareholders	2,413			1,292			4,170			(5,115		)
Discontinued operations	495			719			1,872			1,337
Net income (loss) attributable to common stockholders	$	2,908		$	2,011		$	6,042		$	(3,778	)
Basic Earnings (Loss) Per Common Share
Income (loss) from continuing operations	$	0.03		$	0.02		$	0.05		$	(0.07	)
Discontinued operations	0.01			0.01			0.03			0.02
Net income (loss) attributable to common stockholders	$	0.04		$	0.03		$	0.08		$	(0.05	)
Diluted Earnings (Loss) Per Common Share
Income (loss) from continuing operations	$	0.03		$	0.02		$	0.05		$	(0.07	)
Discontinued operations	0.01			0.01			0.03			0.02
Net income (loss) attributable to common stockholders	$	0.04		$	0.03		$	0.08		$	(0.05	)

The dilutive effect of 1,034,520 shares of restricted stock and options to purchase 81,935 shares under the Employee Stock Purchase Plan was excluded from the calculation of diluted loss per common share for the six months ended June 30, 2011 because the effect was anti-dilutive due to the loss from continuing operations incurred during that period.

Incentive Plans

The Company has various stock-based incentive plans for its employees and directors. Awards under these plans include restricted stock issued to employees and the Company’s directors and options granted to employees pursuant to its Employee Stock Purchase Plan. In May 2012, an annual restricted stock grant was made to each non-employee director equal to a market value of approximately $76,000 . During the six months ended June 30, 2012 and 2011 , the Company issued 103,225 and 79,169 shares of restricted common stock, respectively, to its employees under its stock-based incentive plans and withheld 2,342 shares and 2,568 shares of common stock, respectively, from its officers to pay estimated withholding taxes related to restricted stock that vested, respectively.

A summary of the activity under the restricted stock incentive plans for the three and six months ended June 30, 2012 and 2011 is included in the table below.



	Three Months Ended				Six Months Ended
	June 30, 2012		June 30, 2011		June 30, 2012		June 30, 2011
Stock-based awards, beginning of period	1,518,512		1,436,811		1,430,675		1,379,243
Granted	27,864		27,400		131,089		106,569
Vested	(38,102	)	(16,000	)	(53,490	)	(26,675	)
Forfeited	—		—		—		(10,926	)
Stock-based awards, end of period	1,508,274		1,448,211		1,508,274		1,448,211

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Under the Company’s Employee Stock Purchase Plan, in January of each year, each eligible employee is granted an option to purchase up to $25,000 of Common Stock at the lesser of 85% of the market price on the date of grant or 85% of the market price on the date of exercise of such option. The number of shares subject to each year’s option becomes fixed on the date of grant. Options granted under the Employee Stock Purchase Plan expire if not exercised within 27 months after each such option’s date of grant. The Company recorded approximately $0.2 million in general and administrative expenses during the first quarter of 2012 relating to the annual grant of options to its employees under the Employee Stock Purchase Plan. On April 1, 2012 , options to purchase 182,315 shares of Common Stock expired that had not been exercised.

A summary of the activity under the Employee Stock Purchase Plan for the three and six months ended June 30, 2012 and 2011 is included in the table below.



	Three Months Ended				Six Months Ended
	June 30, 2012		June 30, 2011		June 30, 2012		June 30, 2011
Outstanding and exercisable, beginning of period	712,385		626,480		425,196		392,517
Granted	—		—		327,936		261,960
Exercised	(8,787	)	(2,654	)	(21,368	)	(7,245	)
Forfeited	(23,547	)	(9,376	)	(51,713	)	(32,782	)
Expired	(182,315	)	(166,207	)	(182,315	)	(166,207	)
Outstanding and exercisable, end of period	497,736		448,243		497,736		448,243

Note 8. Defined Benefit Pension Plans

The Company’s Executive Retirement Plan provides benefits upon retirement for three of the Company’s founding officers. The plan is unfunded and benefits will be paid from cash flows of the Company. The maximum annual benefits payable to each individual under the Executive Retirement Plan is $896,000 , subject to cost-of-living adjustments. As of June 30, 2012 , only the Company’s Chief Executive Officer was eligible to retire under the Executive Retirement Plan.

Net periodic benefit cost recorded related to the Company’s pension plans for the three and six months ended June 30, 2012 and 2011 is detailed in the following table.



	Three Months Ended					Six Months Ended
(Dollars in thousands)	June 30, 2012			June 30, 2011		June 30, 2012			June 30, 2011
Service costs	$	19		$	17	$	38		$	34
Interest costs	181			212		363			426
Amortization of net gain/loss	248			232		496			464
Amortization of prior service cost	(181		)	—		(362		)	—
Total recognized in net periodic benefit cost	$	267		$	461	$	535		$	924

Note 9. Other Operating Income

Other operating income on the Company’s Condensed Consolidated Statements of Operations generally includes lease guaranty revenue recognized under its property operating agreements, interest income on notes receivable, and other items as detailed in the table below.



	Three Months Ended				Six Months Ended
(Dollars in thousands)	June 30, 2012		June 30, 2011		June 30, 2012		June 30, 2011
Rental lease guaranty income	$	1,185	$	1,824	$	2,428	$	3,799
Interest income on notes receivable	100		136		240		371
Management fee income	37		38		79		76
Other	52		49		399		99
	$	1,374	$	2,047	$	3,146	$	4,345

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Note 10. Taxable Income

Taxable Income

The Company has elected to be taxed as a REIT, as defined under the Internal Revenue Code of 1986, as amended. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that it distribute at least 90% of its annual taxable income to its stockholders.

As a REIT, the Company generally will not be subject to federal income tax on taxable income it distributes currently to its stockholders. Accordingly, no provision for federal income taxes has been made in the accompanying Condensed Consolidated Financial Statements. If the Company fails to qualify as a REIT for any taxable year, then it will be subject to federal income taxes at regular corporate rates, including any applicable alternative minimum tax, and may not be able to qualify as a REIT for four subsequent taxable years. Even if the Company qualifies as a REIT, it may be subject to certain state and local taxes on its income and property and to federal income and excise tax on its undistributed taxable income.

Earnings and profits, the current and accumulated amounts of which determine the taxability of distributions to stockholders, vary from net income (loss) attributable to common stockholders and taxable income because of different depreciation recovery periods and methods, and other items.

The following table reconciles the Company’s consolidated net income (loss) attributable to common stockholders to taxable income for the three and six months ended June 30, 2012 and 2011 .



	Three Months Ended						Six Months Ended
(Dollars in thousands)	June 30, 2012			June 30, 2011			June 30, 2012			June 30, 2011
Net income (loss) attributable to common stockholders	$	2,908		$	2,011		$	6,042		$	(3,778	)
Reconciling items to taxable income:
Depreciation and amortization	6,557			4,194			13,500			9,519
Gain or loss on disposition of depreciable assets	1,251			78			(4,357		)	(2,098		)
Straight-line rent	(1,434		)	(1,009		)	(3,244		)	(2,149		)
Receivable allowances	109			324			(371		)	720
Stock-based compensation	1,443			1,298			2,632			2,684
Other	2,246			5,955			7,505			7,044
Taxable income (1)	$	13,080		$	12,851		$	21,707		$	11,942
Dividends paid	$	23,398		$	22,325		$	46,785		$	42,570

^{___________________________}

⁽¹⁾ Before REIT dividends paid deduction.

State Income Taxes

State income tax expense and payments for the three and six months ended June 30, 2012 and 2011 are detailed in the table below.



	Three Months Ended					Six Months Ended
(Dollars in thousands)	June 30, 2012		June 30, 2011			June 30, 2012			June 30, 2011
State income tax expense:
Texas gross margins tax	$	118	$	108		$	261		$	227
Other	29		(126		)	(42		)	(83		)
Total state income tax expense	$	147	$	(18	)	$	219		$	144
State income tax payments, net	$	523	$	481		$	547		$	503

The Texas gross margins tax is a tax on gross receipts from operations in Texas. The Company understands that the Securities and Exchange Commission views this tax as an income tax. As such, the Company has disclosed the Texas gross margin tax in

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the table above.

Note 11. Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, receivables and payables are reasonable estimates of their fair value as of June 30, 2012 and December 31, 2011 due to their short-term nature. The fair value of notes and bonds payable is estimated using cash flow analyses, based on the Company’s current interest rates for similar types of borrowing arrangements. The fair value of mortgage notes and notes receivable is estimated based either on cash flow analyses at an assumed market rate of interest or at a rate consistent with the rates on mortgage notes acquired by the Company recently or notes receivable entered into by the Company recently. The table below details the fair value and carrying values for notes and bonds payable, mortgage notes receivable and notes receivable at June 30, 2012 and December 31, 2011 .



	June 30, 2012				December 31, 2011
	Carrying		Fair		Carrying		Fair
(Dollars in millions)	value		value		value		value
Notes and bonds payable (1)	$	1,395.6	$	1,550.2	$	1,393.5	$	1,534.3
Mortgage notes receivable (2)	$	118.1	$	117.5	$	97.4	$	95.5
Notes receivable, net of allowances (2)	$	0.2	$	0.2	$	0.3	$	0.3

______

(1) Level 3 - Fair value derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

(2) Level 2 - Fair value based on 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.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Disclosure Regarding Forward-Looking Statements

This report and other materials the Company has filed or may file with the Securities and Exchange Commission, as well as information included in oral statements or other written statements made, or to be made, by senior management of the Company, contain, or will contain, disclosures that are “forward-looking statements.” Forward-looking statements include all statements that do not relate solely to historical or current facts and can be identified by the use of words such as “may,” “will,” “expect,” “believe,” “anticipate,” “target,” “intend,” “plan,” “estimate,” “project,” “continue,” “should,” “could” and other comparable terms. These forward-looking statements are based on the current plans and expectations of management and are subject to a number of risks and uncertainties, including the risks, as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 that could significantly affect the Company’s current plans and expectations and future financial condition and results.

The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Stockholders and investors are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in the Company’s filings and reports, including, without limitation, estimates and projections regarding the performance of development projects the Company is pursuing.

For a detailed discussion of the Company’s risk factors, please refer to the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2011 .

Business Overview

Healthcare Realty’s strategy is to own and operate medical office and other medical-related facilities that produce stable and growing rental income. Additionally, the Company provides a broad spectrum of services to develop, lease, finance and manage its portfolio of healthcare properties. The Company focuses its portfolio on outpatient-related facilities located on or near the campuses of large acute care hospitals and associated with leading health systems because management views these facilities as stable, lower-risk real estate investments. The Company’s diversity of geography and tenants, which comprises over 30 physician specialties, as well as surgery, imaging, and diagnostic centers, helps mitigate exposure to credit risk, changes in tenant clinical practice, reimbursement levels, and fluctuating economic conditions.

Substantially all of the Company’s revenues are derived from operating leases on its real estate properties and interest earned on outstanding notes receivable. These sources of revenue represent the Company’s primary source of liquidity to fund its dividends and its operating expenses, including interest incurred on debt, general and administrative costs such as compensation and office rent, as well as other expenses incurred in connection with managing its existing portfolio and acquiring additional properties. To the extent additional investments are not funded by these sources, the Company will fund its investment activity generally through equity or debt issuances either in the public or private markets, proceeds from asset dispositions or through proceeds from its unsecured credit facility due 2015 (the “Unsecured Credit Facility”).

Executive Overview

During the second quarter of 2012, the Company acquired $10.7 million in real estate properties, funded $2.1 million related to its construction projects, and funded $15.9 million in existing mortgage notes. The Company also sold six real estate properties in which the Company had a $32.0 million net investment, generating cash proceeds of approximately $29.4 million and $3.8 million of seller-financed mortgage notes.

The Company remains focused on leasing its development properties and expects leasing momentum on these properties to continue based on increased activity in recent periods. The Company also expects that the net proceeds received from the sale of assets will be used to fund obligations on the development properties.

At June 30, 2012 , the Company’s leverage ratio [debt divided by (debt plus stockholders’ equity less intangible assets plus accumulated depreciation)] was approximately 48.1% , and its borrowings outstanding under the Unsecured Credit Facility totaled $216.0 million , with a capacity remaining under its financial covenants of approximately $484.0 million .

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Trends and Matters Impacting Operating Results

Management monitors factors and trends important to the Company and the REIT industry in order to gauge the potential impact on the operations of the Company. In addition to the matters discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 , below are some of the factors and trends that management believes may impact future operations of the Company.

Acquisitions

During the first six months of 2012, the Company acquired approximately $33.1 million in real estate assets. These acquisitions were funded with borrowings on the Unsecured Credit Facility and proceeds from real estate dispositions. See Note 3 to the Condensed Consolidated Financial Statements for more information on these acquisitions.

Development Activity

The Company had several development projects ongoing at June 30, 2012 , including one construction project, two construction mortgage notes and 11 properties in the process of stabilization subsequent to construction. See Note 6 to the Condensed Consolidated Financial Statements for more detail on these projects.

The Company’s ability to complete and stabilize these facilities in a given period of time will impact the Company’s results of operations and cash flows. More favorable completion dates, stabilization periods and rental rates will result in improved results of operations and cash flows, while lagging completion dates, stabilization dates, and rental rates will result in less favorable results of operations and cash flows.

Beyond the current commitments, the Company has no new development starts planned. However, the Company is regularly in discussions with health systems, developers and others that could lead to attractive development opportunities. The Company will consider these projects in light of existing obligations, the acquisition environment, capital availability and cost, among other factors.

Dispositions

During the first six months of 2012, the Company disposed of 11 medical office buildings in which the Company had an aggregate net investment of approximately $42.8 million . Net cash proceeds from these dispositions were used to repay amounts due under the Unsecured Credit Facility, to fund additional real estate investments, and for general corporate purposes. See Note 3 to the Condensed Consolidated Financial Statements for more information on these dispositions.

At-The-Market Equity Offering Program

Expiring Leases

Normally, approximately 15%-20% of the leases in the multi-tenanted portfolio will expire each year. There are 369 leases scheduled to expire during 2012 . Approximately 85% of the leases expiring in 2012 are located in buildings on hospital campuses, are distributed throughout the portfolio and are not concentrated with any one tenant, health system or location. Of the 197 leases that had expired during the first half of 2012, nearly all of the tenants had renewed, had expressed an intention to renew, or continued to occupy their leased space in a holdover lease arrangement.

Leases on three single tenant net lease properties are scheduled to expire during 2012 . During the first quarter of 2012, a lease was signed on a 12,000 square foot property extending the expiration of the lease for an additional eighteen months to August 2013 at the same lease rate. Leases on the other two properties expired in July 2012. A lease was signed on one of the properties, a 110,000 square foot building, which extended the maturity until July 2013 and increased the rental rate, and the tenant vacated the other building, a 13,500 square foot property, in July 2012.

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Other Items Impacting Operations

Several other events that occurred in the second quarter of 2012 or are expected to occur in the third quarter of 2012 that may impact the Company’s operations and financial results are as follows:


•	The Company typically experiences higher utility costs in the third quarter compared to the second quarter, which results in increased property operating expenses. Over the past five years, the Company has reported the following sequential (Q2 vs. Q3) percentage increases in property operating expenses which includes utility expenses:



	% Increase in Property Operating Expenses
2007	4.9	%
2008	9.7	%
2009	1.7	%
2010	7.9	%
2011	8.3	%

The median sequential increase has been 7.9%. These increases are calculated using publicly reported property operating expense data and have not been normalized or adjusted.

While the Company cannot predict third quarter of 2012 utility costs or property operating expenses, historical data and the record temperatures experienced by much of the country in June and July would suggest that utility costs will be higher in the third quarter of 2012 compared to the second quarter of 2012.


•	Property tax adjustments and recoveries for 2011 and prior years reduced property operating expenses by $0.6 million during the second quarter. These tax adjustments are not expected to recur in the third quarter.

•

At June 30, 2012 , the Company had 11 properties that it had previously developed that were in the process of stabilization. Because these properties are not yet stabilized, they generated net operating income of approximately $0.1 million ( $0.4 million net operating loss including prior period real estate tax and operating expense billing adjustments recorded in the period) for the three months ended June 30, 2012 and a net operating loss of approximately $0.6 million ( $1.1 million net operating loss including prior period real estate tax and operating expense billing adjustments recorded in the period) for the six months ended June 30, 2012 .


•	The Company renewed a lease and executed a new ground lease amendment at one of its inpatient rehab hospitals late in the fourth quarter of 2011. Revenue increased by $0.1 million in the second quarter related to the lease renewal and ground lease amendment but is not expected to recur in the third quarter.


•	In April 2012, the Company disposed of five medical office buildings located in Florida in which the Company had a net aggregate investment of approximately $31.8 million. The sale of these properties will reduce property operating income, net of expenses, by approximately $0.2 million in the third quarter.


•	The lease at a 13,500 square foot, off-campus single tenant net lease property expired in July 2012. The tenant vacated the property which will impact revenues by approximately $0.1 million per quarter until the property is re-leased.

Non-GAAP Measures

Management believes that net income, as defined by GAAP, is the most appropriate earnings measurement. However, management considers certain non-GAAP financial measures to be useful supplemental measures of the Company's operating performance. A non-GAAP financial measure is generally defined as one that purports to measure historical or future financial performance, financial position or cash flows, but excludes or includes amounts that would not be so adjusted in the most comparable GAAP measure. Set forth below are descriptions of the non-GAAP financial measures management considers relevant to the Company's business and useful to investors, as well as reconciliations of these measures to the most directly comparable GAAP financial measures.

The non-GAAP financial measures presented herein are not necessarily identical to those presented by other real estate companies due to the fact that not all real estate companies use the same definitions. These measures should not be considered as alternatives to net income (determined in accordance with GAAP), as indicators of the Company's financial performance, or as

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alternatives to cash flow from operating activities (determined in accordance with GAAP) as measures of the Company's liquidity, nor are these measures necessarily indicative of sufficient cash flow to fund all of the Company's needs. Management believes that in order to facilitate a clear understanding of the Company's consolidated historical operating results, these measures should be examined in conjunction with net income as presented in the Condensed Consolidated Financial Statements and other financial data included elsewhere in this Quarterly Report on Form 10-Q.

Same Store Net Operating Income

Net Operating Income ("NOI") and same store net operating income are non-GAAP financial measures of performance. Management considers same store NOI an important supplemental measure because it allows investors, analysts and Company management to measure unlevered property-level operating results and to compare those results to other real estate companies and between periods on a consistent basis. The Company defines net operating income as operating revenues (property operating revenue, single-tenant net lease revenue, and rental lease guaranty income) less property operating expenses related specifically to the property portfolio. Net operating income excludes straight-line rent, general and administrative expenses, interest expense, depreciation and amortization, gains and losses from property sales, property management fees and other revenues and expenses not specifically related to the property portfolio. Net operating income may also be adjusted for certain expenses that are related to prior periods or are not considered to be part of the operations of the properties. Properties included in the same store analysis are stabilized properties that have been included in operations and were consistently reported as leased and stabilized properties for the duration of the year-over-year comparison period presented. Accordingly, properties that were recently acquired or disposed of, properties classified as held for sale, and properties in stabilization or conversion are excluded from the same store analysis.

The following table reflects the Company's same store NOI for the three months ended June 30, 2012 and 2011 .



				Three Months Ended June 30,
(dollars in thousands)	Number of Properties ⁽¹⁾	Investment at June 30, 2012		2012 ⁽²⁾		2011 ⁽²⁾
Multi-tenant Properties	124	$	1,491,892	$	29,595	$	28,608
Single-tenant Net Lease Properties	35	522,956		12,661		12,771
Total	159	$	2,014,848	$	42,256	$	41,379

___________

⁽¹⁾ Mortgage notes receivable, construction in progress, an investment in one unconsolidated joint venture, corporate property and assets classified as held for sale are excluded.

⁽²⁾ Reconciliation of Same Store NOI:



	Three Months Ended June 30,
(dollars in thousands)	2012			2011
Property operating revenue	$	60,948		$	53,320
Single-tenant net lease revenue	12,833			13,459
Rental lease guaranty income ^(a)	1,185			1,824
Property operating expense	(29,457		)	(27,773		)
NOI	45,509			40,830
NOI not included in same store	(3,253		)	549
Same store NOI	$	42,256		$	41,379

(a) Other operating income reconciliation:
Rental lease guaranty income	$	1,185		$	1,824
Interest income	100			136
Management fee income	37			38
Other	52			49
	$	1,374		$	2,047

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Funds from Operations

Funds from operations (“FFO”) and FFO per share are operating performance measures adopted by the National Association of Real Estate Investment Trusts, Inc. (“NAREIT”). NAREIT defines FFO as the most commonly accepted and reported measure of a REIT’s operating performance equal to “net income (computed in accordance with GAAP), excluding gains (or losses) from sales of property, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures.” The SEC indicated in 2003 that impairment charges (losses) could not be added back to net income attributable to common stockholders in calculating FFO. However, in late October 2011, NAREIT issued an alert indicating that the SEC staff recently advised NAREIT that it currently takes no position on the matter of whether impairment charges should be added back to net income to compute FFO, and NAREIT affirmed its original definition of FFO. The Company follows the NAREIT definition to exclude impairment charges and all prior periods have been restated to agree with the current presentation.

Management believes FFO and FFO per share to be supplemental measures of a REIT’s performance because they provide an understanding of the operating performance of the Company’s properties without giving effect to certain significant non-cash items, primarily depreciation and amortization expense. Historical cost accounting for real estate assets in accordance with generally accepted accounting principles (“GAAP”) assumes that the value of real estate assets diminishes predictably over time. However, real estate values instead have historically risen or fallen with market conditions. The Company believes that by excluding the effect of depreciation, amortization and gains or losses from sales of real estate, all of which are based on historical costs and which may be of limited relevance in evaluating current performance, FFO and FFO per share can facilitate comparisons of operating performance between periods. The Company reports FFO and FFO per share because these measures are observed by management to also be the predominant measures used by the REIT industry and by industry analysts to evaluate REITs and because FFO per share is consistently reported, discussed, and compared by research analysts in their notes and publications about REITs. For these reasons, management has deemed it appropriate to disclose and discuss FFO and FFO per share. However, FFO does not represent cash generated from operating activities determined in accordance with GAAP and is not necessarily indicative of cash available to fund cash needs. FFO should not be considered as an alternative to net income attributable to common stockholders as an indicator of the Company’s operating performance or as an alternative to cash flow from operating activities as a measure of liquidity.

The comparability of FFO for the three and six months ended June 30, 2012 compared to 2011 was affected by the various acquisitions and dispositions of the Company’s real estate portfolio and the results of operations of the portfolio from period to period. Other items that impacted the comparability of FFO are discussed below:


•	decreased interest expense for the six months ended June 30, 2012 compared to the same period in 2011 of approximately $2.7 million, or $0.03 per diluted common share, due primarily to the redemption of the senior notes due 2011 (the “Senior Notes due 2011”) in the first quarter of 2011;


•	loss on the extinguishment of debt of approximately $2.0 million, or $0.03 per diluted common share, recognized during the first quarter of 2011, related to the redemption of the Senior Notes due 2011; and


•	a lease termination fee received in the first quarter of 2012 totaling $1.5 million, or $0.02 per diluted common share, in connection with a property disposition.

The table below reconciles FFO to net income (loss) attributable to common stockholders for the three and six months ended June 30, 2012 and 2011 :



	Three Months Ended					Six Months Ended
(Dollars in thousands, except per share data)	June 30, 2012			June 30, 2011		June 30, 2012			June 30, 2011
Net Income (Loss) Attributable to Common Stockholders	$	2,908		$	2,011	$	6,042		$	(3,778	)
Gain on sales of real estate properties	(3		)	—		(3,431		)	(36		)
Impairments	167			—		4,336			147
Real estate depreciation and amortization	23,467			20,410		46,896			40,464
Total adjustments	23,631			20,410		47,801			40,575
Funds from Operations	$	26,539		$	22,421	$	53,843		$	36,797
Funds from Operations per Common Share—Basic	$	0.35		$	0.31	$	0.70		$	0.53
Funds from Operations per Common Share—Diluted	$	0.34		$	0.31	$	0.69		$	0.52
Weighted Average Common Shares Outstanding—Basic	76,462,266			72,035,154		76,444,487			69,109,543
Weighted Average Common Shares Outstanding—Diluted	77,712,493			73,149,232		77,678,362			70,225,998

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Results of Operations

Three Months Ended June 30, 2012 Compared to Three Months Ended June 30, 2011

The Company’s results of operations for the three months ended June 30, 2012 compared to the same period in 2011 were significantly impacted by acquisitions, dispositions and impairments of properties, as well as lower interest expense.



	Three Months Ended						Change
(Dollars in thousands, except per share data)	June 30, 2012			June 30, 2011			$			%
REVENUES
Property operating	$	60,948		$	53,320		$	7,628		14.3	%
Single-tenant net lease	12,833			13,459			(626		)	(4.7	)%
Straight-line rent	1,542			1,076			466			43.3	%
Mortgage interest	2,039			1,825			214			11.7	%
Other operating	1,374			2,047			(673		)	(32.9	)%
	78,736			71,727			7,009			9.8	%
EXPENSES
Property operating	29,457			27,773			1,684			6.1	%
General and administrative	4,519			5,157			(638		)	(12.4	)%
Depreciation	21,311			18,487			2,824			15.3	%
Amortization	2,540			1,778			762			42.9	%
Bad debt, net	149			93			56			60.2	%
	57,976			53,288			4,688			8.8	%
OTHER INCOME (EXPENSE)
Interest expense	(18,530		)	(17,343		)	1,187			(6.8	)%
Interest and other income, net	203			196			(7		)	(3.6	)%
	(18,327		)	(17,147		)	1,180			(6.9	)%
INCOME FROM CONTINUING OPERATIONS	2,433			1,292			1,141			88.3	%
DISCONTINUED OPERATIONS
Income from discontinued operations	659			719			(60		)	(8.3	)%
Impairments	(167		)	—			(167		)	-
Gain on sales of real estate properties	3			—			3			-
INCOME FROM DISCONTINUED OPERATIONS	495			719			(224		)	(31.2	)%
NET INCOME	2,928			2,011			917			45.6	%
Less: Net income attributable to noncontrolling interests	(20		)	—			(20		)	-
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	2,908		$	2,011		$	897		44.6	%
EARNINGS PER COMMON SHARE
Net income attributable to common stockholders - Basic	$	0.04		$	0.03		$	0.01		33.3	%
Net income attributable to common stockholders - Diluted	$	0.04		$	0.03		$	0.01		33.3	%

Total revenues from continuing operations for the three months ended June 30, 2012 increased $7.0 million , or 9.8% , compared to the same period in 2011 , mainly for the reasons discussed below:

•

Property operating income increased mainly due to the recognition of additional revenue of approximately $4.5 million from the Company’s 2011 and 2012 real estate acquisitions, approximately $1.1 million from properties that were previously under construction that commenced operations during 2011 and 2012, and approximately $1.8 million from new leasing activity and annual rent increases. Also, the Company began recognizing the underlying tenant rental income on properties whose single-tenant net leases had expired, resulting in approximately $0.3 million in additional income in 2012 compared to 2011.

•

Single-tenant net lease revenues decreased approximately $0.2 million due to the expiration in 2011 of an agreement with one operator which provided the Company replacement rent and approximately $1.3 million relating to the expiration of five single-tenant net leases in 2011. These decreases are partially offset by the recognition of additional revenue of approximately $0.2 million from the Company’s 2012 real estate acquisitions, as well as annual contractual rent increases

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of approximately $0.6 million.


•	Straight-line rent increased mainly due to new leases subject to straight-lining on properties acquired in 2011 and 2012, as well as lease renewals.


•	Mortgage interest increased mainly due to approximately $1.0 million in interest earned from additional fundings on existing mortgage notes and approximately $0.1 million from new mortgage notes. These amounts are partially offset by a reduction of approximately $0.9 million from the repayment of mortgage notes.


•	Other operating income decreased mainly due to the expiration of lease guaranty support payments in the third quarter of 2011 related to two properties in New Orleans which totaled approximately $0.5 million per quarter.

Total expenses for the three months ended June 30, 2012 increased $4.7 million , or 8.8% , compared to the same period in 2011 , mainly for the reasons discussed below:

•

Property operating expense increased mainly due to the recognition of additional expenses totaling approximately $1.4 million from the Company’s 2011 and 2012 real estate acquisitions and $1.0 million from properties that were previously under construction that commenced operations during 2011 and 2012. Also, the Company began recognizing the underlying tenant rental expense on properties whose single-tenant leases had expired, resulting in approximately $0.2 million in additional expense in 2012 compared to 2011. These increases were partially offset by overall decreases in real estate tax expenses of approximately $0.3 million and general maintenance and repair expenses of approximately $0.5 million.


•	General and administrative expense decreased mainly due to decreases in compensation and benefit costs of approximately $0.2 million and project costs of approximately $0.3 million.

•

Depreciation expense increased mainly due to approximately $1.3 million in additional depreciation recognized related to the Company’s 2011 and 2012 real estate acquisitions and $0.8 million related to properties previously under construction that commenced operations during 2011. The remaining $0.7 million increase was due mainly to additional depreciation expense recognized related to various building and tenant improvement expenditures.


•	Amortization expense increased mainly due to an increase in lease intangibles from properties acquired in 2011 and 2012.

Other income (expense) for the three months ended June 30, 2012 changed unfavorably by $1.2 million , or 6.9% , compared to the same period in 2011 due mainly to interest recognized on mortgage notes assumed by the Company as part of the 2012 real estate acquisitions, as well as a decrease in capitalized interest.

Income from discontinued operations for the three months ended June 30, 2012 totaled $0.5 million compared to $0.7 million for the three months ended June 30, 2011 . These amounts include the results of operations, impairments and gains on sale related to assets classified as held for sale or disposed of as of June 30, 2012 .

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Six Months Ended June 30, 2012 Compared to Six Months Ended June 30, 2011

The Company’s results of operations for the six months ended June 30, 2012 compared to the same period in 2011 were significantly impacted by acquisitions, dispositions and impairments of properties, as well as lower interest expense.



	Six Months Ended						Change
(Dollars in thousands, except per share data)	June 30, 2012			June 30, 2011			$			%
REVENUES
Property operating	$	119,913		$	105,141		$	14,772		14.0	%
Single-tenant net lease	25,092			27,503			(2,411		)	(8.8	)%
Straight-line rent	3,449			2,364			1,085			45.9	%
Mortgage interest	4,331			3,474			857			24.7	%
Other operating	3,146			4,345			(1,199		)	(27.6	)%
	155,931			142,827			13,104			9.2	%
EXPENSES
Property operating	58,039			55,210			2,829			5.1	%
General and administrative	9,782			10,938			(1,156		)	(10.6	)%
Depreciation	42,333			36,756			5,577			15.2	%
Amortization	5,077			3,555			1,522			42.8	%
Bad debt, net	109			271			(162		)	(59.8	)%
	115,340			106,730			8,610			8.1	%
OTHER INCOME (EXPENSE)
Loss on extinguishment of debt	—			(1,986		)	(1,986		)	100.0	%
Interest expense	(36,909		)	(39,617		)	(2,708		)	6.8	%
Interest and other income, net	508			418			(90		)	(21.5	)%
	(36,401		)	(41,185		)	(4,784		)	11.6	%
INCOME (LOSS) FROM CONTINUING OPERATIONS	4,190			(5,088		)	9,278			(182.4	)%
DISCONTINUED OPERATIONS
Income from discontinued operations	2,777			1,448			1,329			91.8	%
Impairments	(4,336		)	(147		)	(4,189		)	2,849.7	%
Gain on sales of real estate properties	3,431			36			3,395			9,430.6	%
INCOME FROM DISCONTINUED OPERATIONS	1,872			1,337			535			40.0	%
NET INCOME (LOSS)	6,062			(3,751		)	9,813			(261.6	)%
Less: Net income attributable to noncontrolling interests	(20		)	(27		)	7			(25.9	)%
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	6,042		$	(3,778	)	$	9,820		(259.9	)%
EARNINGS (LOSS) PER COMMON SHARE
Net income (loss) attributable to common stockholders - Basic	$	0.08		$	(0.05	)	$	0.13		(260.0	)%
Net income (loss) attributable to common stockholders - Diluted	$	0.08		$	(0.05	)	$	0.13		(260.0	)%

Total revenues from continuing operations for the six months ended June 30, 2012 increased $13.1 million , or 9.2% , compared to the same period in 2011 , mainly for the reasons discussed below:

•

Property operating income increased mainly due to the recognition of additional revenue of approximately $8.5 million from the Company’s 2011 and 2012 real estate acquisitions, approximately $2.0 million from properties that were previously under construction that commenced operations during 2011 and 2012, and approximately $3.3 million from new leasing activity and annual rent increases. Also, the Company began recognizing the underlying tenant rental income on properties whose single-tenant net leases had expired, resulting in approximately $0.9 million in additional income in 2012 compared to 2011.


•	Single-tenant net lease revenues decreased approximately $0.6 million due to the expiration in 2011 of an agreement

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with one operator which provided the Company replacement rent and approximately $3.3 million relating to the expiration of seven single-tenant net leases in 2011. These decreases are partially offset by the recognition of additional revenue of approximately $0.4 million from the Company’s 2012 real estate acquisitions, as well as annual contractual rent increases and new lease activity of approximately $1.0 million.


•	Straight-line rent increased mainly due to new leases subject to straight-lining on properties acquired in 2011 and 2012, as well as lease renewals.


•	Mortgage interest increased mainly due to approximately $1.5 million in interest earned from additional fundings on existing mortgage notes, offset partially by a reduction of approximately $0.7 million from the repayment of mortgage notes.


•	Other operating income decreased mainly due to the expiration of lease guaranty support payments in the third quarter of 2011 related to two properties in New Orleans which totaled approximately $1.0 million.

Total expenses for the six months ended June 30, 2012 increased $8.6 million , or 8.1% , compared to the same period in 2011 , mainly for the reasons discussed below:

•

Property operating expense increased mainly due to the recognition of additional expenses totaling approximately $2.7 million from the Company’s 2011 and 2012 real estate acquisitions and $1.9 million from properties that were previously under construction that commenced operations during 2011 and 2012. Also, the Company began recognizing the underlying tenant rental expense on properties whose single-tenant leases had expired, resulting in approximately $0.4 million in additional expense in 2012 compared to 2011. These increases were partially offset by overall decreases in real estate tax expenses of approximately $1.8 million and general maintenance and repair expenses of approximately $0.4 million.


•	General and administrative expenses decreased mainly due to decreases in compensation and benefit costs of approximately $0.5 million, project costs of approximately $0.3 million and travel expenses of approximately $0.2 million.

•

Depreciation expense increased mainly due to approximately $2.6 million in additional depreciation recognized related to the Company’s 2011 and 2012 real estate acquisiti ons and $1.6 million related to properties previously under construction that commenced operations during 2011. The remaining $1.4 million increase was due mainly to additional depreciation expense recognized related to various building and tenant improvement expenditures.


•	Amortization expense increased mainly due to an increase in lease intangibles from properties acquired in 2011 and 2012.

Other income (expense) for the six months ended June 30, 2012 changed favorably by $4.8 million , or 11.6% , compared to the same period in 2011 due mainly to a decrease in interest expense of approximately $5.5 million and an extinguishment of debt charge of approximately $2.0 million relating the redemption of the Senior Notes due 2011 in the first quarter of 2011, partially offset by additional interest recognized in 2012 of approximately $1.3 million on new mortgage notes and approximately $0.8 million on the Unsecured Credit Facility due to a higher weighted average principal balance outstanding in 2012 compared to 2011.

Income from discontinued operations for the six months ended June 30, 2012 totaled $1.9 million compared to $1.3 million for the six months ended June 30, 2011 . These amounts include the results of operations, a lease termination fee of $1.5 million, impairments and gains on sale related to assets classified as held for sale or disposed of as of June 30, 2012 .

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Liquidity and Capital Resources

Sources and Uses of Cash

The Company’s primary sources of cash include rent and interest receipts from its real estate and mortgage portfolio based on contractual arrangements with its tenants, sponsors, and borrowers, borrowings under its Unsecured Credit Facility, proceeds from the sales of real estate properties or the repayments of mortgage notes receivable or proceeds from public or private debt or equity offerings. The Company’s primary uses of cash include dividend distributions, debt service payments, including principal and interest, real estate investments, including acquisitions and construction advances, as well as property operating and general and administrative expenses. Sources and uses of cash are detailed in the table below, as well as in the Company’s Condensed Consolidated Statements of Cash Flows.



	Six Months Ended						Change
(Dollars in thousands)	June 30, 2012			June 30, 2011			$			%
Cash and cash equivalents, beginning of period	$	4,738		$	113,321		$	(108,583	)	(95.8	)%
Cash provided by operating activities	52,797			46,495			6,302			13.6	%
Cash used in investing activities	(9,674		)	(162,419		)	152,745			(94.0	)%
Cash provided by (used in) financing activities	(44,758		)	20,379			(65,137		)	(319.6	)%
Cash and cash equivalents, end of period	$	3,103		$	17,776		$	(14,673	)	(82.5	)%

Operating Activities

Cash flows provided by operating activities improved for the six months ended June 30, 2012 compared to the same period in 2011 with a slight increase from $46.5 million in 2011 to $52.8 million in 2012 . Several items impact cash flows from operations including, but not limited to, cash generated from property operations, interest payments and the timing related to the payment of invoices and other expenses.

Investing Activities

Cash flows used in investing activities decreased during the six months ended June 30, 2012 compared to the same period in 2011 primarily due to an overall reduction in acquisitions and mortgage note financings during 2012 compared to 2011 and from proceeds received in 2012 from dispositions, as well as mortgage note repayments.

Financing Activities

Cash flows used in financing activities for 2012 was approximately $44.8 million resulting mainly from the payment of the Company's quarterly dividends. Cash flows provided by financing activities for 2011 was approximately $20.4 million. In 2011, the Company redeemed its Senior Notes due 2011 totaling approximately $280.2 million and paid quarterly dividends totaling approximately $42.6 million. These amounts were funded generally from cash on hand, cash generated from operations, borrowings on the Unsecured Credit Facility and proceeds from the issuance of common stock of $224.0 million.

Contractual Obligations

The Company monitors its contractual obligations to manage the availability of funds necessary to meet obligations when due. The following table represents the Company’s long-term contractual obligations for which the Company was making payments at June 30, 2012 , including interest payments due where applicable. The Company is also required to pay dividends to its stockholders at least equal to 90% of its taxable income in order to maintain its qualification as a real estate investment trust under the Internal Revenue Code of 1986, as amended. The Company’s material contractual obligations for the remainder of 2012 through 2013 are included in the table below. At June 30, 2012 , the Company had no purchase or long-term capital lease obligations.

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(Dollars in thousands)	Remainder of 2012		2013		Total
Long-term debt obligations, including interest (1)	$	37,585	$	89,049	$	126,634
Operating lease commitments (2)	1,465		4,345		5,810
Construction in progress (3)	3,681		—		3,681
Tenant improvements (4)	—		—		—
Construction mortgage note obligations (5)	48,482		85,438		133,920
Pension obligations (6)	—		—		—
Total contractual obligations	$	91,213	$	178,832	$	270,045

______________

⁽¹⁾ Includes estimated interest due on total debt other than on the Unsecured Credit Facility. Note 4 to the Company’s Condensed Consolidated Financial Statements provides more detail on the Company’s notes and bonds payable.

⁽²⁾ Includes primarily the corporate office lease and ground leases related to various properties for which the Company is currently making payments.

⁽³⁾ The table above includes cash flow projections for the remainder of 2012 related to the construction of one building currently in construction in progress but does not include budgeted amounts on those projects that are designated for tenant improvements which the Company is not obligated to fund until tenant leases are executed.

⁽⁴⁾ The Company has various first-generation tenant improvement budgeted amounts remaining as of June 30, 2012 of approximately $34.4 million related to properties developed by the Company that the Company may fund for tenant improvements as leases are signed. The Company cannot predict when or if these amounts will be expended and, therefore, has not included estimated fundings in the table above.

⁽⁵⁾ Represents the Company’s remaining funding commitment as of June 30, 2012 on two construction mortgage notes.

⁽⁶⁾ At December 31, 2011 , the last measurement date, one employee, the Company’s chief executive officer, was eligible to retire under the Executive Retirement Plan. If the chief executive officer retired and received full retirement benefits based upon the terms of the plan, the future benefits to be paid are estimated to be approximately $29.0 million as of December 31, 2011 . However, because the Company’s chief executive officer has no present intention to retire, the Company has not projected when the retirement benefits would be paid to the officer in this table. At June 30, 2012 , the Company had recorded a $15.9 million liability, included in other liabilities, related to its pension plan obligations.

As of June 30, 2012 , the Company’s leverage ratio [debt divided by (debt plus stockholders’ equity less intangible assets plus accumulated depreciation)] was approximately 48.1% . The Company’s fixed charge ratio, calculated in accordance with Item 503 of Regulation S-K, includes only income from continuing operations which is reduced by depreciation and amortization and the operating results of properties currently classified as held for sale, as well as other income from discontinued operations. In accordance with this definition, the Company’s earnings from continuing operations for the six months ended June 30, 2012 covered its fixed charges with a ratio of 1.02 to 1.00. The Company’s earnings calculated in accordance with its fixed charge covenant ratio under its Unsecured Credit Facility, which is based on a rolling four quarter calculation, covered its fixed charges by 2.3 times.

The Company’s various debt agreements contain certain representations, warranties, and financial and other covenants customary in such debt agreements. Among other things, these provisions require the Company to maintain certain financial ratios and minimum tangible net worth and impose certain limits on the Company’s ability to incur indebtedness and create liens or encumbrances. At June 30, 2012 , the Company was in compliance with the financial covenant provisions under all of its various debt instruments.

Security Deposits and Letters of Credit

As of June 30, 2012 , the Company had approximately $6.5 million in letters of credit, security deposits, or capital replacement reserves for the benefit of the Company in the event the obligated lessee or operator fails to make payments under the terms of their respective lease. Generally, the Company may, at its discretion and upon notification to the operator or tenant, draw upon these instruments if there are any defaults under the leases.

Development Activity

The Company had several development projects ongoing at June 30, 2012 , including one construction project, two construction mortgage notes and eleven properties in the process of stabilization subsequent to construction. See Note 6 to the Condensed Consolidated Financial Statements for more detail on these projects. A summary of these development projects is detailed in the following table.

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(Dollars in thousands)	Number of Properties	Funded During Three Months Ended June 30, 2012		Total Amount Funded Through June 30, 2012		Estimated Remaining Budget		Estimated Total Budget		Approximate Square Feet
Construction in progress (1)	1	$	2,169	$	9,009	$	4,950	$	13,959	96,433
Construction mortgage notes	2	15,597		68,694		133,920		202,614		386,000
Stabilization in progress (1)	11	6,979		379,494		16,532		396,026		1,185,863
Land held for development	—	—		25,171		—		—		—
Total	14	$	24,745	$	482,368	$	155,402	$	612,599	1,668,296

______________

⁽¹⁾ The estimated total budget for the development property includes estimated tenant improvement allowances but does not include any estimate of excess tenant improvement cost financing by the Company. To the extent actual amounts funded for the development property reflect excess tenant improvement costs financed by the Company, the estimated remaining fundings could be greater than the amount shown.

The Company intends to fund the commitments described above with available cash on hand, cash flows from operations, proceeds from the Unsecured Credit Facility, proceeds from the sale of real estate properties, or proceeds from repayments of mortgage notes receivable.

At-The-Market Equity Offering Program

Dividends

The Company paid dividends during the first six months of 2012 of $0.60 per share. On July 31, 2012 , the Company’s Board of Directors declared a common stock cash dividend for the three months ended June 30, 2012 of $0.30 per share, payable on August 31, 2012 to shareholders of record on August 16, 2012 . As described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 under the heading “Risk Factors,” the ability of the Company to pay dividends is dependent upon its ability to generate funds from operations and cash flows and to make accretive new investments.

Liquidity

Net cash provided by operating activities was $52.8 million and $46.5 million for the six months ended June 30, 2012 and 2011 , respectively. The Company’s cash flows are dependent upon rental rates on leases, occupancy levels of the multi-tenanted buildings, acquisition and disposition activity during the year, and the level of operating expenses, among other factors.

The Company expects to continue to meet its liquidity needs, including funding additional investments, paying dividends, and funding debt service through cash on hand, cash flows from operations, borrowings under the Unsecured Credit Facility, proceeds from sales of real estate investments, proceeds from mortgage note repayments, or additional capital market financings, including the Company’s at-the-market equity offering program, or other debt or equity offerings. The Company also had unencumbered real estate assets with a cost of approximately $2.3 billion at June 30, 2012 , of which a portion could serve as collateral for secured mortgage financing. The Company believes that its liquidity and sources of capital are adequate to satisfy its cash requirements. The Company cannot, however, be certain that these sources of funds will be available at a time and upon terms acceptable to the Company in sufficient amounts to meet its liquidity needs.

Impact of Inflation

Inflation has not significantly affected the Company’s earnings due to the moderate inflation rate in recent years and the fact that most of the Company’s leases and financial support arrangements require tenants and sponsors to pay all or some portion of the increases in operating expenses, thereby reducing the Company’s risk of the adverse effects of inflation. In addition, inflation has the effect of increasing gross revenue the Company is to receive under the terms of certain leases and financial support arrangements. Leases and financial support arrangements vary in the remaining terms of obligations, further reducing the Company’s risk of any adverse effects of inflation. Interest payable under the Unsecured Credit Facility is calculated at a variable rate; therefore, the amount of interest payable under the Unsecured Credit Facility is influenced by changes in short-term rates, which tend to be sensitive to inflation. During periods where interest rate increases outpace inflation, the Company’s operating

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results should be negatively impacted. Conversely, when increases in inflation outpace increases in interest rates, the Company’s operating results should be positively impacted.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements that are reasonably likely to have a current or future material effect on the Company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

New Accounting Pronouncements

See Note 1 to the Condensed Consolidated Financial Statements for the impact of new accounting standards. The adoption of these new standards are not expected to have a material impact on the Company’s results of operations or financial position.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk.

The Company is exposed to market risk in the form of changing interest rates on its debt and mortgage notes and other notes receivable. Management uses regular monitoring of market conditions and analysis techniques to manage this risk. During the three months ended June 30, 2012 , there were no material changes in the quantitative and qualitative disclosures about market risks presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 .

Item 4. Controls and Procedures.

Disclosure Controls and Procedures. The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this report. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports it files or submits under the Exchange Act.

Changes in Internal Control over Financial Reporting . There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

Item 1A. Risk Factors.

In addition to the other information set forth in this report, an investor should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 , which could materially affect the Company’s business, financial condition or future results. The risks, as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 , are not the only risks facing the Company. Additional risks and uncertainties not currently known to management or that management currently deems immaterial also may materially, adversely affect the Company’s business, financial condition, operating results or cash flows.

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Item 5. Other Information.

On July 31, 2012, the Compensation Committee of the Company's Board of Directors approved the Healthcare Realty Trust Incorporated Executive Incentive Program (the “Executive Incentive Program”), a copy of which is filed as Exhibit 10.6 to this quarterly report on Form 10-Q and incorporated herein by reference. The Executive Incentive Program was adopted under the Company's 2007 Employees Stock Incentive Plan (the “2007 Plan”), which was approved by the Company's shareholders at the 2007 Annual Meeting of Shareholders. The Executive Incentive Program was adopted to provide specific award criteria with respect to incentive awards made under the 2007 Plan. The Company's Named Executive Officers are participants in the Executive Incentive Program.

Under the terms of the Executive Incentive Program, named executive officers of the Company may earn incentive awards in the form of cash and restricted stock. Cash incentive awards are based on individual and Company performance. Company performance is measured over a four-quarter period against targeted financial and operational metrics set in advance by the Compensation Committee. Restricted stock awards are based on the Company's relative total shareholder return performance over one-year and three-year periods, measured against the Company's peer group. Named Executive Officers may also receive restricted stock awards by electing to take cash incentive awards in the form of restricted stock.

In connection with the adoption of the Executive Incentive Program, the Compensation Committee also set new base salaries for each of the Company's Named Executive Officers. Historically, the Company has not paid cash bonuses to its executive officers. The Compensation Committee acted to reduce the base salary levels of each executive officer and put more of the executive's compensation at risk. To reflect the new base salaries, the employment agreements for each named executive officer were amended and restated, effective July 31, 2012 to reflect the new base salary levels, provide for a cash bonus to be paid in the fourth quarter of 2012 and adjust the calculation of severance under certain termination events. The agreements are otherwise consistent with the employment agreements for the Named Executive Officers that were in effect immediately prior to July 31, 2012. The new employment agreements for the Named Executive Officers are filed as Exhibits 10.1 through 10.5 and are incorporated herein by reference.

Under the Company's 2007 Long-Term Incentive Program, officers of the Company may elect to defer a percentage of their base salary in the form of shares of restricted stock. On July 31, 2012, the Company amended the Long-Term Incentive Program to increase the maximum percentage of base salary that may be deferred from 40% to 50%. The amendment to the Long-Term Incentive Program is filed as Exhibit 10.7 to this Form 10-Q and is incorporated herein by reference.

On July 31, 2012, the Compensation Committee adopted new forms of restricted stock agreements for non-employee directors and officers, to be used for restricted stock grants from time to time in the future. The forms of agreements will memorialize terms and provisions applicable to grants of restricted stock made to the Company's officers and directors under the 2007 Plan. Copies of the forms of restricted stock agreements are filed as Exhibits 10.8 and 10.9 and are incorporated herein by reference.

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Item 6. Exhibits.



Exhibit		Description
Exhibit 3.1		Second Articles of Amendment and Restatement of the Company ⁽¹⁾

Exhibit 3.2		Amended and Restated Bylaws of the Company, as amended ⁽²⁾

Exhibit 4.1		Specimen Stock Certificate ⁽¹⁾

Exhibit 4.2		Second Supplemental Indenture, dated as of March 30, 2004, by the Company to HSBC Bank USA, National Association, as Trustee, (formerly Wachovia Bank, National Association, as Trustee) ⁽³⁾

Exhibit 4.3		Form of 5.125% Senior Note Due 2014 ⁽³⁾

Exhibit 4.4		Third Supplemental Indenture, dated December 4, 2009, by and between the Company and Regions Bank, as Trustee ⁽⁴⁾

Exhibit 4.5		Form of 6.50% Senior Notes due 2017 (set forth in Exhibit B to the Third Supplemental Indenture filed as Exhibit 4.2 thereto) ⁽⁴⁾

Exhibit 4.6		Fourth Supplemental Indenture, dated December 13, 2010, by and between the Company and Regions Bank, as Trustee ⁽⁵⁾

Exhibit 4.7		Form of 5.750% Senior Notes due 2021 (set forth in Exhibit B to the Fourth Supplemental Indenture filed as Exhibit 4.2 thereto) ⁽⁵⁾

Exhibit 10.1		Second Amended and Restated Employment Agreement, dated July 31, 2012, between Healthcare Realty Trust Incorporated and David R. Emery (filed herewith)

Exhibit 10.2		Second Amended and Restated Employment Agreement, dated July 31, 2012, between Healthcare Realty Trust Incorporated and Scott W. Holmes (filed herewith)

Exhibit 10.3		Second Amended and Restated Employment Agreement, dated July 31, 2012, between Healthcare Realty Trust Incorporated and John M. Bryant, Jr. (filed herewith)

Exhibit 10.4		Second Amended and Restated Employment Agreement, dated July 31, 2012, between Healthcare Realty Trust Incorporated and Todd J. Meredith (filed herewith)
Exhibit 10.5		Second Amended and Restated Employment Agreement, dated July 31, 2012, between Healthcare Realty Trust Incorporated and B. Douglas Whitman, II (filed herewith)

Exhibit 10.6		Healthcare Realty Trust Incorporated Executive Incentive Program (filed herewith)

Exhibit 10.7		Third Amendment to Long-Term Incentive Program, dated July 31, 2012 (filed herewith)

Exhibit 10.8		Healthcare Realty Trust Incorporated Form of Restricted Stock Agreement for Non-Employee Directors (filed herewith)

Exhibit 10.9		Healthcare Realty Trust Incorporated Form of Restricted Stock Agreement for Officers (filed herewith)

Exhibit 11		Statement re: Computation of per share earnings (filed herewith in Note 7 to the Condensed Consolidated Financial Statements)
Exhibit 31.1		Certification of the Chief Executive Officer of Healthcare Realty Trust Incorporated pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

Exhibit 31.2		Certification of the Chief Financial Officer of Healthcare Realty Trust Incorporated pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

Exhibit 32		Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

Exhibit 101.INS		XBRL Instance Document (filed herewith)

Exhibit 101.SCH		XBRL Taxonomy Extension Schema Document (filed herewith)

Exhibit 101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith)

Exhibit 101.LAB		XBRL Taxonomy Extension Labels Linkbase Document (filed herewith)

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Exhibit 101.DEF		XBRL Taxonomy Extension Definition Linkbase Document (filed herewith)

Exhibit 101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith)

⁽¹⁾ Filed as an exhibit to the Company’s Registration Statement on Form S-11 (Registration No. 33-60506) previously filed pursuant to the Securities Act of 1933 and hereby incorporated by reference.

⁽²⁾ Filed as an exhibit to the Company’s Form 10-Q for the quarter ended September 30, 2007 and hereby incorporated by reference.

⁽³⁾ Filed as an exhibit to the Company’s Form 8-K filed March 29, 2004 and hereby incorporated by reference.

⁽⁴⁾ Filed as an exhibit to the Company’s Form 8-K filed December 4, 2009 and hereby incorporated by reference.

⁽⁵⁾ Filed as an exhibit to the Company’s Form 8-K filed December 13, 2010 and hereby incorporated by reference.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



		HEALTHCARE REALTY TRUST INCORPORATED

		By:	/s/ SCOTT W. HOLMES
			Scott W. Holmes Executive Vice President and Chief Financial Officer

Date:	July 31, 2012

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Exhibit Index



Exhibit		Description
Exhibit 3.1		Second Articles of Amendment and Restatement of the Company ⁽¹⁾

Exhibit 3.2		Amended and Restated Bylaws of the Company, as amended ⁽²⁾

Exhibit 4.1		Specimen Stock Certificate ⁽¹⁾

Exhibit 4.2		Second Supplemental Indenture, dated as of March 30, 2004, by the Company to HSBC Bank USA, National Association, as Trustee, (formerly Wachovia Bank, National Association, as Trustee) ⁽³⁾

Exhibit 4.3		Form of 5.125% Senior Note Due 2014 ⁽³⁾

Exhibit 4.4		Third Supplemental Indenture, dated December 4, 2009, by and between the Company and Regions Bank, as Trustee ⁽⁴⁾

Exhibit 4.5		Form of 6.50% Senior Notes due 2017 (set forth in Exhibit B to the Third Supplemental Indenture filed as Exhibit 4.2 thereto) ⁽⁴⁾

Exhibit 4.6		Fourth Supplemental Indenture, dated December 13, 2010, by and between the Company and Regions Bank, as Trustee ⁽⁵⁾

Exhibit 4.7		Form of 5.750% Senior Notes due 2021 (set forth in Exhibit B to the Fourth Supplemental Indenture filed as Exhibit 4.2 thereto) ⁽⁵⁾

Exhibit 10.1		Second Amended and Restated Employment Agreement, dated July 31, 2012, between Healthcare Realty Trust Incorporated and David R. Emery (filed herewith)

Exhibit 10.2		Second Amended and Restated Employment Agreement, dated July 31, 2012, between Healthcare Realty Trust Incorporated and Scott W. Holmes (filed herewith)

Exhibit 10.3		Second Amended and Restated Employment Agreement, dated July 31, 2012, between Healthcare Realty Trust Incorporated and John M. Bryant, Jr. (filed herewith)

Exhibit 10.4		Second Amended and Restated Employment Agreement, dated July 31, 2012, between Healthcare Realty Trust Incorporated and Todd J. Meredith (filed herewith)

Exhibit 10.5		Second Amended and Restated Employment Agreement, dated July 31, 2012, between Healthcare Realty Trust Incorporated and B. Douglas Whitman, II (filed herewith)

Exhibit 10.6		Healthcare Realty Trust Incorporated Executive Incentive Program (filed herewith)

Exhibit 10.7		Third Amendment to Long-Term Incentive Program, dated July 31, 2012 (filed herewith)

Exhibit 10.8		Healthcare Realty Trust Incorporated Form of Restricted Stock Agreement for Non-Employee Directors (filed herewith)

Exhibit 10.9		Healthcare Realty Trust Incorporated Form of Restricted Stock Agreement for Officers (filed herewith)

Exhibit 11		Statement re: Computation of per share earnings (filed herewith in Note 7 to the Condensed Consolidated Financial Statements)

Exhibit 31.1		Certification of the Chief Executive Officer of Healthcare Realty Trust Incorporated pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

Exhibit 31.2		Certification of the Chief Financial Officer of Healthcare Realty Trust Incorporated pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

Exhibit 32		Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

Exhibit 101.INS		XBRL Instance Document (filed herewith)

Exhibit 101.SCH		XBRL Taxonomy Extension Schema Document (filed herewith)

Exhibit 101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith)

Exhibit 101.LAB		XBRL Taxonomy Extension Labels Linkbase Document (filed herewith)

Exhibit 101.DEF		XBRL Taxonomy Extension Definition Linkbase Document (filed herewith)

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Exhibit 101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith)

________________

⁽²⁾ Filed as an exhibit to the Company’s Form 10-Q for the quarter ended September 30, 2007 and hereby incorporated by reference.

⁽³⁾ Filed as an exhibit to the Company’s Form 8-K filed March 29, 2004 and hereby incorporated by reference.

⁽⁴⁾ Filed as an exhibit to the Company’s Form 8-K filed December 4, 2009 and hereby incorporated by reference.

⁽⁵⁾ Filed as an exhibit to the Company’s Form 8-K filed December 13, 2010 and hereby incorporated by reference.

Exhibit 10.1

Healthcare Realty Trust Incorporated

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of July 31, 2012 (“Effective Date”) by and between HEALTHCARE REALTY TRUST INCORPORATED, a Maryland corporation (“Corporation”), and DAVID R. EMERY (“Officer”).

RECITALS

WHEREAS, the Corporation has heretofore employed the Officer as its President and Chief Executive Officer under the terms of an employment agreement dated April 24, 2004, as amended and restated by that certain Amended and Restated Employment Agreement, dated February 21, 2012 (the “Prior Agreement”); and

WHEREAS , the parties desire to modify the Prior Agreement with this amendment and restatement to conform the officer’s compensation with the Corporation’s current compensation practices;

NOW, THEREFORE, in consideration of the foregoing premises, and other good and valuable consideration, the receipt and sufficiency of which are hereby affirmed, the parties hereto agree to the following to supersede the Prior Agreement as a complete amendment and restatement thereof:

1. Duties . During the term of this Agreement, Officer agrees to be employed by and to serve Corporation as its President and Chief Executive Officer, and Corporation agrees to employ and retain Officer in such capacities. Officer shall devote such of his business time, energy, and skill to the affairs of Corporation as shall be necessary to perform the duties of such positions. Officer shall report only to Corporation’s Board of Directors and at all times during the term of this Agreement shall have powers and duties at least commensurate with his position as President and Chief Executive Officer. Officer's principal place of business with respect to his services to Corporation shall be within 35 miles of Nashville, Tennessee.

2. Term of Employment .

2.1 Definitions . For purposes of this Agreement the following terms shall have the following meanings:

(a) “ Termination For Cause ” shall mean termination by Corporation of Officer’s employment by Corporation by reason of (i) an act or acts of dishonesty on Officer’s part constituting a felony which has resulted in material injury to Corporation and which is intended to result directly or indirectly in substantial gain or personal enrichment to Officer at the expense of Corporation, or (ii) a material, substantial and willful breach of this Agreement by Officer which has resulted in material injury to Corporation. For purposes of this Agreement, a termination of Officer’s employment with Corporation shall be deemed a Termination Other Than For Cause rather than a Termination For Cause unless the Corporation provides written notice to Officer prior to the date of termination that the termination is intended to be a Termination For Cause. If the Corporation provides such notice, the termination will not be effective until it is established as a Termination For Cause by Corporation through a final, nonappealable decision by a court of competent jurisdiction. Until such time as it is established by a nonappealable decision of a court that the termination is a Termination For Cause, Officer shall continue to receive his salary and other compensation described in Section 3 or otherwise, irrespective of whether Officer is placed on leave by Corporation. Nothing contained herein shall preclude Officer from electing to retire from the Corporation in accordance with Section 2.9, if such retirement occurs prior to a final, nonappealable decision by a court regarding Termination For Cause. Corporation shall have the burden of establishing that any termination of Officer’s employment by Corporation is a Termination For Cause.

(b) “ Termination Other Than For Cause ” shall mean any termination by Corporation of Officer’s employment by Corporation, other than (i) a Termination For Cause described in Section 2.1

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(a) or (ii) termination due to death or disability described in Sections 2.5 and 2.6. Termination Other Than for Cause shall include a Constructive Termination of Officer’s employment, effective upon notice from Officer to Corporation of such Constructive Termination. A failure or refusal of Corporation to extend the term of employment of Officer in accordance with Section 2.2 hereof, other than as a result of circumstances which would warrant a Termination For Cause hereunder, shall be deemed a Termination Other Than For Cause.

(c) “ Voluntary Termination ” shall mean termination by Officer of Officer’s employment by Corporation other than (i) a Constructive Termination as described in subsection 2.1(g), (ii) “Termination Upon a Change in Control” as described in Section 2.1(d), (iii) termination by reason of Officer’s death or disability as described in Sections 2.5 and 2.6, and (iv) termination by reason of Officer’s retirement described in Section 2.9.

(d) “ Termination Upon a Change in Control ” shall mean a termination of Officer’s employment with Corporation within 12 months following a “Change in Control,” that constitutes a Termination Other Than For Cause described in Section 2.1(b).

(e) “ Change in Control ” shall mean (i) the time that Corporation first determines that any person and all other persons who constitute a group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 (“Exchange Act”)) have acquired direct or indirect beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of 20 percent or more of Corporation’s outstanding securities, unless a majority of the “Continuing Directors” approves the acquisition not later than ten business days after Corporation makes that determination, or (ii) the first day on which a majority of the members of Corporation’s Board of Directors are not “Continuing Directors.”

(f) “ Continuing Directors ” shall mean, as of any date of determination, any member of the Board of Directors of Corporation who (i) was a member of that Board of Directors on January l, 2012, (ii) has been a member of that Board of Directors for the two years immediately preceding such date of determination, or (iii) was nominated for election or elected to the Board of Directors with the affirmative vote of the greater of (x) a majority of Continuing Directors who were members of the Board at the time of such nomination or election or (y) at least four Continuing Directors.

(g) “ Constructive Termination ” shall mean (i) any material breach of this Agreement by Corporation, (ii) any actual or implied threat of discharge of Officer by Corporation under circumstances which would not constitute a Termination For Cause and which results in an involuntary resignation of employment by Officer, (iii) any act(s) by Corporation which are designed to or have the effect of rendering Officer’s working conditions so intolerable or demeaning on a recurring basis that a reasonable person would resign such employment, (iv) a material adverse alteration in Officer’s reporting relationships, position, responsibilities, title or status; (v) a reduction in Officer’s compensation or a substantial reduction in benefits provided to Officer that are provided for or referenced hereunder; (vi) any attempt to change the terms (including the vesting standards) of any restricted stock reserved for, awarded, granted, or released to Officer under any Incentive Plan which is adverse to Officer; (vii) any attempt to change any benefit, retirement, or deferred compensation plan or arrangement made available to Officer which is adverse to Officer; or (viii) relocation of Officer to a location that is more than 35 miles from the location of Corporation’s headquarters on the date this Agreement is executed.

(h) “ Executive Retirement Plan ” shall mean the Healthcare Realty Trust Incorporated Executive Retirement Plan as it now exists or may hereafter be amended.

(i) “ Incentive Plans ” shall mean Corporation’s 1993 Employees Stock Incentive Plan, the 2003 Employees Restricted Stock Incentive Plan, the 2007 Employees Stock Incentive Plan and any successor plans.

2.2 Term of Agreement . The term of this Agreement shall commence on July 31, 2012 and continue through December 31, 2012, unless terminated pursuant to this Section 2. On December 31, 2012, and on December 31 of each succeeding year, the first sentence of this Section 2.2 shall be automatically amended without

#PageNum#

any action by the parties by deleting “July 31” and inserting in its stead “January 1” and deleting each year then appearing therein and inserting in each place the next subsequent year.

2.3 Termination For Cause . Upon Termination For Cause, Officer immediately shall be paid all accrued salary, bonus compensation, if any, to the extent earned, vested deferred compensation (other than pension plan or profit sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of Corporation in which Officer is a participant to the full extent of Officer’s rights under such plans, accrued vacation pay and any appropriate business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination, but Officer shall not be paid any other compensation or reimbursement of any kind, including without limitation, severance compensation.

2.4 Termination Other Than For Cause or Constructive Termination . Notwithstanding anything else in this Agreement, Corporation may effect a Termination Other Than For Cause at any time upon giving written notice to Officer of such termination. Upon any Termination Other Than For Cause, or upon a Constructive Termination, Officer shall immediately be paid all accrued salary, bonus compensation, if any, to the extent earned, whether or not vested without regard to such Termination (other than pension plan or profit sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of Corporation in which Officer is a participant to the full extent of Officer’s rights under such plans, full vesting of all awards granted to the Officer under the Incentive Plans, accrued vacation pay and any appropriate business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination, and all severance compensation provided in Section 4.2, but no other compensation or reimbursement of any kind.

2.5 Termination by Reason of Disability . If, during the term of this Agreement, Officer, in the reasonable judgment of the Board of Directors of Corporation, has failed to perform his duties under this Agreement on account of illness or physical or mental incapacity, and such illness or incapacity continues for a period of more than 12 consecutive months, Corporation shall have the right to terminate Officer’s employment hereunder by written notification to Officer and payment to Officer of all accrued salary, bonus compensation, if any, to the extent earned, deferred compensation, whether or not vested without regard to such illness or incapacity (other than pension plan or profit sharing plan benefits which will be paid in accordance with the applicable plan), accrued vacation pay and any appropriate business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination, with the exception of medical and dental benefits which shall continue through the expiration of the then current one-year term of the Agreement, but Officer shall not be paid any other compensation or reimbursement of any kind, including without limitation, severance compensation. In addition, Officer shall receive any benefits under any plans of Corporation in which Officer is a participant to the full extent of Officer’s rights under such plans, and full vesting of all awards granted to the Officer under the Incentive Plans. The parties acknowledge that Officers benefit under the Executive Retirement Plan has been fully earned and that post-termination accruals are no longer being earned under the terms of such plan.

2.6 Death . In the event of Officer’s death during the term of this Agreement, Officer’s employment shall be deemed to have terminated as of the last day of the month during which his death occurs and Corporation shall pay to his estate or such beneficiaries as Officer may from time to time designate all accrued salary, bonus compensation, if any, to the extent earned, whether or not vested without regard to such Termination (other than pension plan or profit sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of Corporation in which Officer is a participant to the full extent of Officer’s rights under such plans, accrued vacation pay and any appropriate business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination, and full vesting of all awards granted to the Officer under the Incentive Plans, but Officer’s estate shall not be paid any other compensation or reimbursement of any kind, including without limitation, severance compensation.

2.7 Voluntary Termination . In the event of a Voluntary Termination, Corporation shall immediately pay all accrued salary, bonus compensation, if any, to the extent earned, vested deferred compensation (other than pension plan or profit sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of Corporation in which Officer is a participant to the full extent of Officer’s rights under such plans, accrued vacation pay and any appropriate business expenses incurred by Officer in connection with his duties

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hereunder, all to the date of termination, but no other compensation or reimbursement of any kind, including without limitation, severance compensation.

2.8 Termination Upon a Change in Control . In the event of a Termination Upon a Change in Control, Officer shall immediately be paid all accrued salary, bonus compensation (described in Section 3.2), if any, to the extent earned through the date of termination, including compensation that was earned and deferred, whether or not vested without regard to the Change in Control (other than pension plan or profit sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under the Executive Retirement Plan and any plans of Corporation in which Officer is a participant to the full extent of Officer’s rights under such plans, accrued vacation pay and any appropriate business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination, and full vesting of all awards granted to the Officer under the Incentive Plans, and, with respect to a Change in Control, all severance compensation provided in Section 4.1, but no other compensation or reimbursement of any kind.

2.9 Retirement . Notwithstanding anything herein to the contrary and subject to that certain Restricted Stock Amendment, dated as of May 7, 2010, between Officer and Corporation, Officer may elect to retire at any time on or after December 31, 2014, and shall be entitled to all payments and benefits described in Section 2.7, the benefits provided in the Executive Retirement Plan and full vesting of all awards provided under the Incentive Plans.

2.10 Notice of Termination . Corporation may effect a termination of this Agreement pursuant to the provisions of this Section 2 upon giving 30 days written notice to Officer of such termination. Officer may effect a termination of this Agreement pursuant to the provisions of this Section 2 upon giving 30 days written notice to Corporation of such termination.

2.11 No Change in Benefit Plans . Corporation shall make no change in the terms (including the vesting standards) of any restricted stock reserved for, awarded, granted, or released to Officer under the Executive Retirement Plan, the Incentive Plans, or any benefit, retirement, or deferred compensation plan or arrangement which adversely affects Officer without Officer’s prior written consent.

3. Salary, Benefits and Bonus Compensation .

3.1 Base Salary . As payment for the services to be rendered by Officer as provided in Section 1 and subject to the terms and conditions of Section 2, Corporation shall pay Officer a “Base Salary” of $975,513 per annum effective as of January 1, 2012, payable in 24 equal semi-monthly installments, or in such other periodic installments as mutually agreed to by the Corporation and Officer. The Base Salary for each year (or portion thereof) beginning January 1, 2014 shall be determined by the Compensation Committee of the Board of Directors (the “Compensation Committee”). Officer’s Base Salary shall be reviewed annually by the Compensation Committee. For purposes of computing the amount of severance compensation due under this Agreement, the term “Base Salary” includes the market value, as of the date of grant, of any restricted shares of the Corporation to be awarded to Officer in lieu of annual cash salary in 2012 or any subsequent year, but shall not include the value of any “matching” or inducement restricted shares awarded to Officer as a result of elective deferral of cash salary under the Incentive Plans or any deferred compensation plan or program maintained by the Corporation.

3.2 Bonuses . In consideration of the reduction of Officer’s Base Salary, as reflected in Section 3.1 hereof, Officer shall receive a bonus in 2012 of $418,077, payable on October 1, 2012. Thereafter, Officer shall be eligible to receive bonus and/or incentive compensation for each year (or portion thereof) during the term of this Agreement and any extensions thereof, in accordance with the policy, plan or arrangement adopted by the Compensation Committee from time to time.

3.3 Additional Benefits . During the term of this Agreement, Officer shall be entitled to the following fringe benefits:

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(a) Officer Benefits . Officer shall be eligible to participate in such of Corporation’s benefits and deferred compensation plans as are now generally available or later made generally available to executive officers of Corporation, including, without limitation, the Executive Retirement Plan, the Incentive Plans (and any implementation thereof or incentive award thereunder), profit sharing plans, dental and medical plans, personal catastrophe and disability insurance, and any other perquisites that may be adopted from time to time by the Corporation or adopted in accordance with the compensation policies of the Compensation Committee. For purposes of establishing the length of service under any benefit plans or programs of Corporation, Officer’s employment with Corporation will be deemed to have commenced on May 1, 1993.

(b) Vacation . Officer shall be entitled to eight weeks of vacation during each year during the term of this Agreement and any extensions thereof, prorated for partial years.

(c) Life Insurance . For the term of this Agreement and any extensions thereof, Corporation shall at its expense procure and keep in effect term life insurance on the life of Officer, payable to such beneficiaries as Officer may from time to time designate, in the aggregate amount of $2,700,000. Such policy shall be owned by Officer or by a member of his immediate family.

(d) Reimbursement for Expenses . During the term of this Agreement, Corporation shall reimburse Officer for reasonable and properly documented out-of-pocket business and/or entertainment expenses incurred by Officer in connection with his duties under this Agreement.

4. Severance Compensation .

4.1 Severance Compensation in the Event of a Termination Upon a Change in Control . In the event Officer’s employment is terminated in a Termination Upon a Change in Control, Officer shall be paid as severance compensation an amount equal to (a) three times his annual Base Salary (at the rate payable at the time of such termination), plus (b) an amount equal to three times the average annual cash bonus earned by Officer in the two years immediately preceding the date of termination. For purposes of computing the amount due under the immediately preceding subparagraph (b), the average annual cash bonus earned by Officer in the two years immediately preceding the date of termination shall not be less than 0.6667 times Officer’s annual Base Salary (at the rate payable at the time of such termination). Such severance compensation shall be paid in a lump sum promptly after the date of such termination, subject to the limitations of Section 4.4. To the extent permissible under the group health benefit plans of the Corporation (or its successor), Officer may, at Corporation’s expense, continue to participate in such plans under the same terms as active employees, pursuant to continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), until the expiration of such COBRA continuation coverage. Officer is under no obligation to mitigate the amount owed Officer pursuant to this Section 4.1 by seeking other employment or otherwise.

4.2 Severance Compensation in the Event of a Termination Other Than For Cause . In the event Officer’s employment is terminated in a Termination Other Than For Cause, Officer shall be paid as severance compensation his Base Salary (at the rate payable at the time of such termination), for a period of three years from the date of such termination, on the dates specified in Section 3.1; provided, however, that if Officer is employed by a new employer during such period, the severance compensation payable to Officer during such period will be reduced by the amount of compensation that Officer is receiving from the new employer. However, Officer is under no obligation to mitigate the amount owed Officer pursuant to this Section 4.2 by seeking other employment or otherwise. In no event shall payment pursuant to this Section 4.2 be less than three times Base Salary as defined herein for the applicable period. In addition to the severance payment payable under this Section 4.2, Officer shall be paid an amount equal to two times the average annual bonus earned by Officer in the two years immediately preceding the date of termination. To the extent permissible under the group health benefit plans of the Corporation (or its successor), Officer may, at Corporation’s expense, continue to participate in such plans under the same terms as active employees, pursuant to continuation coverage under COBRA, until the expiration of such COBRA continuation coverage. Officer is under no obligation to mitigate the amount owed Officer pursuant to this Section 4.1 by seeking other employment or otherwise.

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by reason of Officer’s death pursuant to Section 2.6, Officer or his estate shall not be paid any severance compensation pursuant to this Article IV and shall receive only the benefits as provided in the appropriate section of Article II applicable to the respective termination.

4.4 Section 409A Payment Restrictions . The provisions of this Agreement shall be construed in a manner that is consistent with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (Section 409A of the Code, together, with any state law of similar effect, “Section 409A”) in order to avoid any adverse tax consequences to the Officer. It is intended that each installment of the payments of the severance compensation described in this Section 4, payments under the Executive Retirement Plan, together with all other payments and benefits provided to Officer by Corporation, whether under this Agreement or otherwise, is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i) and satisfies, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treas. Reg. §§ 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, to the extent it is determined that such payments constitute “deferred compensation” under Section 409A and Officer is a “specified employee,” as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of such payments shall be delayed as follows: on the earlier of six months and one day after Officer’s separation from service (as defined below) or the date of Officer’s death, the Corporation shall (A) pay to Officer a lump sum amount equal to the sum of the payments that Officer would otherwise have received through the delayed payment date, and (B) commence any remaining payments in accordance with the terms of this Agreement, the Executive Retirement Plan or such other plan or arrangement of deferred compensation, as applicable. To the extent that any such deferred compensation benefit is payable upon an event involving the Officer’s cessation of services, such payment(s) shall not be made unless such event constitutes a “separation from service” pursuant to the default definition in Treas. Reg. § 1.409A-1(h). In the event that Officer is required to provide a release in connection with a separation from service hereunder, Officer shall execute such release no later than 90 days following such separation from service.

4.5 Golden Parachute Restrictions . Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by or on behalf of the Corporation to or for the benefit of the Officer as a result of and contingent on a “change in control,” as defined in section 280G of the Code, (such amounts contingent on a change in control as described in Treas. Reg. § 1.280G-1 Q/A-22) whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, (together, the “Contingent Payment”) would constitute a “parachute payment,” as defined in Treas. Reg. § 1.280G-1 Q/A-30, the amount of the Contingent Payment to Officer shall be (A) reduced to an amount that is one dollar less than 300% of the Officer’s “base amount” (as defined in section 280G(b)(3)(A) of the Code), so that the amount of such payments do not constitute a parachute payment (the “Safe Harbor Payment”), or, if greater, (B) the entire Contingent Payment, unreduced by the calculation in clause (A), provided that the net value of such Contingent Payment to the Officer exceeds the Safe Harbor Payment, after taking into account the additional taxes to Officer that apply to the unreduced Contingent Payment, including the excise taxes imposed thereon under section 4999 of the Code. The determination of the amount to be paid to Officer on account of this Section 4.5 shall be made by an accountant, tax counsel or other similar expert advisor to Officer (the “Tax Advisor”), which shall, if requested, provide detailed supporting calculations both to the Corporation and the Executive and if requested, a written opinion. The supporting calculations shall include a valuation of the non-competition provisions of Section 5. The costs and expenses of the Tax Advisor shall be the responsibility of the Corporation.

5. Non-Competition . During the term of this Agreement and for any period during which Officer is receiving periodic severance payments pursuant to Section 4.2 or, for a period of one year following a Termination Upon a Change in Control, so long as the payments provided for in Section 4.1 are made on a timely basis:

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this Section 5 shall include the United States of America. Notwithstanding the foregoing, the ownership by Officer of less than 2% of any class of the outstanding capital stock of any corporation conducting such a competitive business which is regularly traded on a national securities exchange or in the over-the-counter market shall not be a violation of the foregoing covenant.

(b) Officer shall not contact or solicit, directly or indirectly, any customer, client, tenant or account whose identity Officer obtained through association with Corporation, regardless of the geographical location of such customer, client, tenant or account, nor shall Officer, directly or indirectly, entice or induce, or attempt to entice or induce, any employee of Corporation to leave such employ, nor shall Officer employ any such person in any business similar to or in competition with that of Corporation. Officer hereby acknowledges and agrees that the provisions set forth in this Section 5 constitute a reasonable restriction on his ability to compete with Corporation and will not adversely affect his ability to earn income sufficient to support himself and/or his family.

(c) The parties hereto agree that, in the event a court of competent jurisdiction shall determine that the geographical or durational elements of this covenant are unenforceable, such determination shall not render the entire covenant unenforceable. Rather, the excessive aspects of the covenant shall be reduced to the threshold which is enforceable, and the remaining aspects shall not be affected thereby.

6. Miscellaneous .

6.1 Payment Obligations . Corporation’s obligation to pay Officer the compensation and to make the arrangements provided herein shall be unconditional, and Officer shall have no obligation whatsoever to mitigate damages hereunder. In the event any arbitration, litigation or other action after a Change in Control is brought to enforce or interpret any provision contained herein, Corporation, to the extent permitted by applicable law and Corporation’s Articles of Incorporation and Bylaws, hereby indemnifies Officer for Officer’s reasonable attorneys’ fees and disbursements incurred in such arbitration, litigation, or other action and shall advance payment of such attorneys’ fees and disbursements.

6.2 Confidentiality . Officer agrees that all confidential and proprietary information relating to the business of Corporation shall be kept and treated as confidential both during and after the term of this Agreement, except as may be permitted in writing by Corporation’s Board of Directors or as such information is within the public domain or comes within the public domain without any breach of this Agreement.

6.3 Waiver . The waiver of the breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of the same or other provision hereof.

6.4 Entire Agreement; Modifications . Except as otherwise provided herein, this Agreement represents the entire understanding among the parties with respect to the subject matter hereof, and this Agreement supersedes any and all prior understandings, agreements, plans and negotiations, whether written or oral, with respect to the subject matter hereof, including without limitation, any understandings, agreements or obligations respecting any past or future compensation, bonuses, reimbursements or other payments to Officer from Corporation. All modifications to the Agreement must be in writing and signed by the party against whom enforcement of such modification is sought.

6.5 Notices . All notices and other communications under this Agreement shall be in writing and shall be given by telegraph or first class mail, certified or registered with return receipt requested, and shall be deemed to have been duly given three days after mailing or 12 hours after transmission of a telegram to the respective persons named below:

If to Corporation:

Healthcare Realty Trust Incorporated

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3310 West End Avenue, Suite 700

Nashville, Tennessee 37203

Phone: (615) 269-8175

Fax: (615) 269-8122

If to Officer, by hand delivery to Officer on the premises of the Corporation or to the most recent address of Officer maintained in the records of the Corporation.

Any party may change such party’s address for notices by notice duly give pursuant to this Section 6.5.

6.6 Headings . The Section headings herein are intended for reference and shall not by themselves determine the construction or interpretation of this Agreement.

6.7 Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee.

6.8 Arbitration . Any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled by arbitration in Nashville, Tennessee in accordance with the Rules of the American Arbitration Association, and judgment upon any proper award rendered by the Arbitrators may be entered in any court having jurisdiction thereof. There shall be three arbitrators, one to be chosen directly by each party at will, and the third arbitrator to be selected by the two arbitrators so chosen. To the extent permitted by the Rules of the American Arbitration Association, the selected arbitrators may grant equitable relief. The cost of the arbitration, including the cost of the record or transcripts thereof, if any, administrative fees, and all other fees shall be borne by Corporation. Except as otherwise provided in Section 6.1 with respect to events following a Change in Control, to the extent that Officer prevails with respect to any portion of an arbitration award, Officer shall be reimbursed by Corporation for the costs and expenses incurred by Officer, including reasonable attorneys’ fees, in connection with the arbitration in an amount proportionate to the award to Officer as compared to the amount in dispute.

6.9 Severability . Should a court or other body of competent jurisdiction determine that any provision of this Agreement is excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, and all other provisions of this Agreement shall be deemed valid and enforceable to the extent possible.

6.10 Survival of Corporation’s Obligations . Corporation’s obligations hereunder shall not be terminated by reason of any liquidation, dissolution, bankruptcy, cessation of business, or similar event relating to Corporation. This Agreement shall not be terminated by any merger or consolidation or other reorganization of Corporation. In the event any such merger, consolidation or reorganization shall be accomplished by transfer of stock or by transfer of assets or otherwise, the provisions of this Agreement shall be binding upon and inure to the benefit of the surviving or resulting corporation or person. This Agreement shall be binding upon and inure to the benefit of the executors, administrators, heirs, successors and assigns of the parties; provided, however, that except as herein expressly provided, this Agreement shall not be assignable either by Corporation (except to an affiliate of Corporation in which event Corporation shall remain liable if the affiliate fails to meet any obligations to make payments or provide benefits or otherwise) or by Officer.

6.11 Counterparts . This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one and the same Agreement.

6.12 Withholdings . All compensation and benefits to Officer hereunder shall be reduced only by all federal, state, local and other withholdings and similar taxes and payments that are required by applicable law. Except as otherwise specifically agreed by Officer, no other offsets or withholdings shall apply to reduce the payment of compensation and benefits hereunder.

6.13 Indemnification . In addition to any rights to indemnification to which Officer is entitled to under Corporation’s Articles of Incorporation and Bylaws, Corporation shall indemnify Officer at all times during

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and, with respect to any claims made following the termination of Officer’s employment by Corporation, after the term of this Agreement to the maximum extent permitted under Section 2-418 of the General Corporation Law of the State of Maryland or any successor provision thereof and any other applicable state law, and shall pay Officer’s expenses in defending any civil or criminal action, suit, or proceeding in advance of the final disposition of such action, suit, or proceeding, to the maximum extent permitted under such applicable state laws. The Corporation will provide advance payment of legal costs and expenses that are reasonable and appropriate for defending such action, suit or proceeding. The indemnification provisions contained in this Section 6.13 shall survive the termination of this Agreement and Officer’s employment by Corporation indefinitely.

[Execution Page Follows]

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EXECUTION PAGE

IN WITNESS WHEREOF , the parties hereto have executed this Agreement on this the 31 ^st day of July, 2012, to be effective as of the day and year first above written.

CORPORATION:

HEALTHCARE REALTY TRUST INCORPORATED

By: /s/ John M. Bryant, Jr.

John M. Bryant, Jr.

Executive Vice President and General Counsel

OFFICER:

/s/ David R. Emery

David R. Emery

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Exhibit 10.2

Healthcare Realty Trust Incorporated

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

RECITALS

WHEREAS, the Corporation has heretofore employed the Officer as its Executive Vice President and Chief Financial Officer under the terms of an employment agreement dated January 1, 2003, as amended by that certain Amended and Restated Employment Agreement, dated February 21, 2012 (the “Prior Agreement”); and

WHEREAS , the parties desire to modify the Prior Agreement with this amendment and restatement to conform the officer’s compensation with the Corporation’s current compensation practices;

1. Duties . During the term of this Agreement, Officer agrees to be employed by and to serve Corporation as its Executive Vice President and Chief Financial Officer and Corporation agrees to employ and retain Officer in such capacity. Officer's duties shall be to: (a) be responsible for the maintenance of Corporation's accounting books, records, and funds; (b) prepare accurate financial statements for Corporation; (c) advise the officers and Board of Directors regarding the financial condition of Corporation; and (d) be responsible for maintaining proper internal controls over the assets of Corporation, all in furtherance of the overall financial success of the Corporation. Officer shall devote such of his business time, energy, and skill to the affairs of Corporation as shall be necessary to perform his duties under this Agreement. Officer shall report to Corporation’s Board of Directors and/or Chief Executive Officer and at all times during the term of this Agreement shall have powers and duties at least commensurate with his position as Executive Vice President and Chief Financial Officer. Officer’s principal place of business with respect to his services to Corporation shall be within 35 miles of Nashville, Tennessee.

2. Term of Employment .

2.1 Definitions . For purposes of this Agreement the following terms shall have the following meanings:

(a) “ Termination For Cause ” shall mean termination by Corporation of Officer’s employment by Corporation by reason of Officer’s dishonesty towards, fraud upon, or deliberate injury or attempted injury to, Corporation causing material injury to Corporation or by reason of Officer’s breach of this Agreement causing material injury to Corporation. Corporation shall have the burden of establishing that any termination of Officer’s employment by Corporation is a Termination For Cause.

(b) “ Termination Other Than For Cause ” shall mean any termination by Corporation of Officer’s employment by Corporation, other than (i) a Termination For Cause or (ii) termination by reason of Officer’s death or disability as described in Sections 2.5 and 2.6. Termination Other Than For Cause shall include a Constructive Termination of Officer’s employment, effective upon notice from Officer to Corporation of such Constructive Termination.

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employment by Corporation other than (i) a Constructive Termination as described in subsection 2.1(g), (ii) “Termination Upon a Change in Control” as described in Section 2.1(d), (iii) termination by reason of Officer’s death or disability as described in Sections 2.5 and 2.6, and (iv) termination by reason of retirement by Officer upon attainment of Retirement Eligibility.

(d) “ Termination Upon a Change in Control ” shall mean a termination of Officer’s employment with Corporation within 12 months following a “Change in Control” that constitutes a Termination Other Than For Cause described in Section 2.1(b).

(g) “ Constructive Termination ” shall mean (i) any material breach of this Agreement by Corporation, (ii) any substantial reduction in the authority or responsibility of Officer or other substantial reduction in the terms and conditions of Officer’s employment under circumstances which would not justify a Termination For Cause and which are not the result of a breach by Officer of this Agreement, (iii) any act(s) by Corporation which are designed to or have the effect of rendering Officer’s working conditions so intolerable or demeaning on a recurring basis that a reasonable person would resign such employment, or (iv) relocation of Officer to a location that is more than 35 miles from the location of Corporation’s headquarters on the date this Agreement is executed.

(h) “ Incentive Plans ” shall mean Corporation’s 1993 Employees Stock Incentive Plan, the 2003 Employees Restricted Stock Incentive Plan, the 2007 Employees Stock Incentive Plan, and any successor plans.

(i) “ Retirement Eligibility ” shall mean Employee’s attainment of 60 years of age and ten years of continuous employment with Corporation.

2.2 Basic Term . The term of this Agreement shall commence on July 31, 2012 and continue through December 31, 2012, unless terminated pursuant to this Section 2. On December 31, 2012, and on December 31 of each succeeding year, the first sentence of this Section 2.2 shall be automatically amended without any action by the parties by deleting “July 31” and inserting in its stead “January 1” and deleting each year then appearing therein and inserting in each place the next subsequent year.

2.3 Termination For Cause . Termination For Cause may be effected by Corporation at any time during the term of this Agreement and shall be effected by written notification to Officer. Upon Termination For Cause, Officer immediately shall be paid all accrued salary, bonus compensation, if any, to the extent earned, vested deferred compensation (other than defined contribution plan or profit sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of Corporation in which Officer is a participant to the full extent of Officer’s rights under such plans, accrued vacation pay and any appropriate business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination, but Officer shall not be paid any other compensation or reimbursement of any kind, including without limitation, severance compensation.

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2.4 Termination Other Than For Cause or Constructive Termination . Notwithstanding anything else in this Agreement, Corporation may effect a Termination Other Than For Cause at any time upon giving written notice to Officer of such termination. Upon any Termination Other Than For Cause, or upon a Constructive Termination, Officer shall immediately be paid all accrued salary, bonus compensation, if any, to the extent earned, whether or not vested without regard to such termination (other than defined contribution plan or profit sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of Corporation in which Officer is a participant to the full extent of Officer’s rights under such plans, full vesting of all awards granted to Officer under the Incentive Plans, accrued vacation pay and any appropriate business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination, and all severance compensation provided in Section 4.2, but no other compensation or reimbursement of any kind.

2.5 Termination by Reason of Disability . If, during the term of this Agreement, Officer, in the reasonable judgment of the Board of Directors of Corporation, has failed to perform his duties under this Agreement on account of illness or physical or mental incapacity, and such illness or incapacity continues for a period of more than 12 consecutive months, Corporation shall have the right to terminate Officer’s employment hereunder by written notification to Officer and payment to Officer of all accrued salary, bonus compensation (described in Section 3.2), if any, to the extent earned, full vesting of any awards granted to Officer under the Incentive Plans, deferred compensation, whether or not vested without regard to such illness or incapacity (other than defined contribution plan or profit sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of Corporation in which Officer is a participant to the full extent of Officer’s rights under such plans, accrued vacation pay and any appropriate business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination, with the exception of medical and dental benefits which shall continue at Corporation’s expense through the then current one-year term of the Agreement, but Officer shall not be paid any other compensation or reimbursement of any kind, including without limitation, severance compensation.

2.6 Death . In the event of Officer’s death during the term of this Agreement, Officer’s employment shall be deemed to have terminated as of the last day of the month during which his death occurs and Corporation shall pay to his estate or such beneficiaries as Officer may from time to time designate all accrued salary, bonus compensation, if any, to the extent earned, full vesting of any awards granted to Officer under the Incentive Plans, deferred compensation, whether or not vested without regard to such termination (other than defined contribution plan or profit sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of Corporation in which Officer is a participant to the full extent of Officer’s rights under such plans, accrued vacation pay and any appropriate business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination, but Officer’s estate shall not be paid any other compensation or reimbursement of any kind, including without limitation, severance compensation.

2.7 Voluntary Termination . In the event of a Voluntary Termination, Corporation shall immediately pay all accrued salary, bonus compensation, if any, to the extent earned, vested deferred compensation (other than defined contribution plan or profit sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of Corporation in which Officer is a participant to the full extent of Officer’s rights under such plans, accrued vacation pay and any appropriate business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination, but no other compensation or reimbursement of any kind, including without limitation, severance compensation.

2.8 Termination Upon a Change in Control or Retirement . In the event of (i) a Termination Upon a Change in Control or (ii) retirement by Officer upon attainment of Retirement Eligibility, Officer shall immediately be paid all accrued salary, bonus compensation (described in Section 3.2), if any, to the extent earned through the date of termination, including compensation that was earned and deferred, whether or not vested without regard to the Change in Control (other than defined contribution or profit sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of Corporation in which Officer is a participant to the full extent of Officer’s rights under such plans, full vesting of shares awarded to Officer under the Incentive Plans, accrued vacation pay and any appropriate business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination, and all severance compensation provided in Section 4.1 in the event of a Termination Upon a Change in Control, but no other compensation or reimbursement of any kind.

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2.9 Notice of Termination . Corporation may effect a termination of this Agreement pursuant to the provisions of this Section 2 upon giving 30 days written notice to Officer of such termination. Officer may effect a termination of this Agreement pursuant to the provisions of this Section 2 upon giving 30 days written notice to Corporation of such termination.

3. Salary, Benefits and Bonus Compensation .

3.1 Base Salary . As payment for the services to be rendered by Officer as provided in Section 1 and subject to the terms and conditions of Section 2, Corporation agrees to pay to Officer a “Base Salary” of $469,636 per annum effective as of January 1, 2012, payable in 24 equal semi-monthly installments, or in such other periodic installments as mutually agreed to by the Corporation and Officer. The Base Salary for each year (or portion thereof) beginning January 1, 2014 shall be determined by the Compensation Committee of the Board of Directors (the “Compensation Committee”). Officer’s Base Salary shall be reviewed annually by the Compensation Committee. For purposes of computing the amount of severance compensation due under this Agreement, the term “Base Salary” shall also include the market value, as of the date of grant, of any restricted shares of the Corporation to be awarded to Officer in lieu of annual cash salary in 2012 or any subsequent year, but shall not include the value of any “matching” or inducement restricted shares awarded to Officer as a result of elective deferral of cash salary under the Incentive Plans or any deferred compensation plan or program maintained by the Corporation.

3.2 Bonuses . In consideration of the reduction of Officer’s Base Salary, as reflected in Section 3.1 hereof, Officer shall receive a bonus in 2012 of $118,964, payable on October 1, 2012. Thereafter, Officer shall be eligible to receive bonus and/or incentive compensation for each year (or portion thereof) during the term of this Agreement and any extensions thereof, in accordance with the policy, plan or arrangement adopted by the Compensation Committee from time to time.

3.3 Additional Benefits . During the term of this Agreement, Officer shall be entitled to the following additional benefits:

(a) Officer Benefits . Officer shall be eligible to participate in such of Corporation’s benefits and deferred compensation plans as are now generally available or later made generally available to executive officers of Corporation, including, without limitation, the Incentive Plans, profit sharing plans, bonus plans, dental and medical plans, personal catastrophe and disability insurance, perquisites, financial planning, and retirement plans. At Officer’s election, Corporation will pay or reimburse Officer for the premium for a supplemental term life insurance policy having a policy limit not to exceed $2,000,000. For purposes of establishing the length of service under any benefit plans or programs of Corporation, Officer’s employment with Corporation will be deemed to have commenced on October 7, 1998.

(b) Vacation . Officer shall be entitled to four weeks of vacation during each year during the term of this Agreement and any extensions thereof, prorated for partial years.

(c) Reimbursement for Expenses . During the term of this Agreement, Corporation shall reimburse Officer for reasonable and properly documented out-of-pocket business and/or entertainment expenses incurred by Officer in connection with his duties under this Agreement.

4. Severance Compensation .

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compensation be treated as made pursuant to a “separation pay plan,” and not subject to the restrictions imposed by Section 4.4, as provided under Treas. Reg. § 1.409A-1(b)(9), and agree to pay such severance in separate installments if the amount of severance hereunder exceeds the limits thereof. To the extent permissible under the group health benefit plans of the Corporation (or its successor), Officer may continue to participate in such plans under the same terms as active employees, pursuant to continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), until the expiration of such COBRA continuation coverage. Officer is under no obligation to mitigate the amount owed Officer pursuant to this Section 4.1 by seeking other employment or otherwise.

4.2 Severance Compensation in the Event of a Termination Other Than For Cause . In the event Officer’s employment is terminated in a Termination Other Than For Cause, Officer shall be paid as severance compensation his Base Salary (at the rate payable at the time of such termination), for a period of 18 months from the date of such termination, on the dates specified in Section 3.1; provided, however, that if Officer is employed by a new employer during such period, the severance compensation payable to Officer during such period will be reduced by the amount of compensation that Officer is receiving from the new employer. However, Officer is under no obligation to mitigate the amount owed Officer pursuant to this Section 4.2 by seeking other employment or otherwise. In addition to the severance payment payable under this Section 4.2, Officer shall be paid an amount equal to the greater of: (i) two times the average annual cash bonus, if any earned by Officer in the two years immediately preceding the date of termination, without regard to any elective income deferral or conversion of such bonus into stock or any other non-cash consideration; and (ii) two times the product of Base Salary and 0.43. Officer shall be entitled to accelerated vesting of any accrued benefit under each deferred compensation plan. The parties intend that, to the greatest extent possible, such severance compensation be treated as made pursuant to a “separation pay plan,” and not subject to the restrictions imposed by Section 4.4, as provided under Treas. Reg. § 1.409A-1(b)(9), and agree to pay such severance in separate installments if the amount of severance hereunder exceeds the limits thereof. To the extent permissible under the group health benefit plans of the Corporation (or its successor), Officer may continue to participate in such plans under the same terms as active employees, pursuant to continuation coverage under COBRA, until the expiration of such COBRA continuation coverage. Officer is under no obligation to mitigate the amount owed Officer pursuant to this Section 4.1 by seeking other employment or otherwise.

4.3 No Severance Compensation Upon Other Termination . In the event of a Voluntary Termination, Termination For Cause, termination by reason of Officer’s disability pursuant to Section 2.5, or termination by reason of Officer’s death pursuant to Section 2.6, Officer or his estate shall not be paid any severance compensation and shall receive only the benefits as provided in the appropriate section of Article II applicable to the respective termination.

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4.5 Golden Parachute Restrictions . Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by or on behalf of the Corporation to or for the benefit of the Officer as a result of and contingent on a “change in control,” as defined in section 280G of the Code, (such amounts contingent on a change in control as described in Treas. Reg. § 1.280G-1 Q/A-22) whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, (together, the “Contingent Payment”) would constitute a “parachute payment,” as defined in Treas. Reg. § 1.280G-1 Q/A-30, the amount of the Contingent Payment to Officer shall be (A) reduced to an amount that is one dollar less than 300% of the Officer’s “base amount” (as defined in section 280G(b)(3)(A) of the Code), so that the amount of such payments do not constitute a parachute payment (the “Safe Harbor Payment”), or, if greater, (B) the entire Contingent Payment, unreduced by the calculation in clause (A), provided that the net value of such Contingent Payment to the Officer exceeds the Safe Harbor Payment, after taking into account the additional taxes to Officer that apply to the unreduced Contingent Payment, including the excise taxes imposed thereon under section 4999 of the Code. The determination of the amount to be paid to Officer on account of this Section 4.5 shall be made by the accountant, tax counsel or other similar expert advisor to Officer (the “Tax Advisor”), which shall, if requested, provide detailed supporting calculations both to the Corporation and the Executive and if requested, a written opinion. The supporting calculations shall include a valuation of the non-competition provisions of Section 5. The costs and expenses of the Tax Advisor shall be the responsibility of the Corporation.

(a) Officer shall not, without the prior written consent of Corporation, directly or indirectly, own, manage, operate, control, be connected with as an officer, employee, partner, consultant or otherwise, or otherwise engage or participate in any corporation or other business entity engaged in the business of buying, selling, developing, building and/or managing real estate facilities for the medical, healthcare and retirement sectors of the real estate industry. Officer understands and acknowledges that Corporation carries on business nationwide and that the nature of Corporation’s activities cannot be confined to a limited area. Accordingly, Officer agrees that the geographic scope of this Section 5 shall include the United States of America. Notwithstanding the foregoing, the ownership by Officer of less than 2% of any class of the outstanding capital stock of any corporation conducting such a competitive business which is regularly traded on a national securities exchange or in the over-the-counter market shall not be a violation of the foregoing covenant.

(b) Simultaneously with Officer’s execution of this Agreement and upon each anniversary of the Effective Date, Officer shall notify the Chairman of the Compensation Committee of the nature and extent of Officer’s investments, stock holdings, employment as an employee, director, or any similar interest in any business or enterprise other than Corporation; provided, however, that Officer shall have no obligation to disclose any investment under $100,000 in value or any holdings of publicly traded securities which are not in excess of one percent of the outstanding class of such securities.

(c) Officer shall not contact or solicit, directly or indirectly, any customer, client, tenant or account whose identity Officer obtained through association with Corporation, regardless of the geographical location of such customer, client, tenant or account, nor shall Officer, directly or indirectly, entice or induce, or attempt to entice or induce, any employee of Corporation to leave such employ, nor shall Officer employ any such person in any business similar to or in competition with that of Corporation. Officer hereby acknowledges and agrees that the provisions set forth in this Section 5 constitute a reasonable restriction on his ability to compete with Corporation and will not adversely affect his ability to earn income sufficient to support himself and/or his family.

(d) The parties hereto agree that, in the event a court of competent jurisdiction shall determine that the geographical or durational elements of this covenant are unenforceable, such determination shall not render the entire covenant unenforceable. Rather, the excessive aspects of the covenant shall be reduced to the threshold which is enforceable, and the remaining aspects shall not be affected thereby.

6. Trade Secrets and Customer Lists . Officer agrees to hold in strict confidence all information

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concerning any matters affecting or relating to the business of Corporation and its subsidiaries and affiliates, including, without limiting the generality of the foregoing, its manner of operation, business plans, business prospects, agreements, protocols, processes, computer programs, customer lists, market strategies, internal performance statistics, financial data, marketing information and analyses, or other data, without regard to the capacity in which such information was acquired. Officer agrees that he will not, directly or indirectly, use any such information for the benefit of any person or entity other than Corporation or disclose or communicate any of such information in any manner whatsoever other than to the directors, officers, employees, agents, and representatives of Corporation who need to know such information, who shall be informed by Officer of the confidential nature of such information and directed by Officer to treat such information confidentially. Such information does not include information which (i) was or becomes generally available to the public other than as a result of a disclosure by Officer or his representatives, or (ii) was or becomes available to Officer on a non‑confidential basis from a source other than Corporation or its advisors provided that such source is not known to Officer to be bound by a confidentiality agreement with Corporation, or otherwise prohibited from transmitting the information to Officer by a contractual, legal or fiduciary obligation; notwithstanding the foregoing, if any such information does become generally available to the public, Officer agrees not to further discuss or disseminate such information except in the performance of his duties as Officer. Upon Corporation's request, Officer will return all information furnished to him related to the business of Corporation. The parties hereto stipulate that all such information is material and confidential and gravely affects the effective and successful conduct of the business of Corporation and Corporation's goodwill, and that any breach of the terms of this Section 6 shall be a material breach of this Agreement. The terms of this Section 6 shall remain in effect following the termination of this Agreement.

7. Use of Proprietary Information . Officer recognizes that Corporation possesses a proprietary interest in all of the information described in Section 6 and has the exclusive right and privilege to use, protect by copyright, patent or trademark, manufacture or otherwise exploit the processes, ideas and concepts described therein to the exclusion of Officer, except as otherwise agreed between Corporation and Officer in writing. Officer expressly agrees that any products, inventions, discoveries or improvements made by Officer, his agents or affiliates based on or arising out of the information described in Section 6 shall be (i) deemed a work made for hire under the terms of United States Copyright Act, 17 U.S.C. § 101 et seq. , and Corporation shall be the owner of all such rights with respect thereto and (ii) the property of and inure to the exclusive benefit of Corporation.

8. Miscellaneous .

8.1 Payment Obligations . Corporation’s obligation to pay Officer the compensation and to make the arrangements provided herein shall be unconditional, and Officer shall have no obligation whatsoever to mitigate damages hereunder. In the event that any arbitration, litigation or other action after a Change in Control is brought to enforce or interpret any provision contained herein, Corporation, to the extent permitted by applicable law and Corporation’s Articles of Incorporation and Bylaws, hereby indemnifies Officer for Officer’s reasonable attorneys’ fees and disbursements incurred in such arbitration, litigation, or other action and shall advance payment of such attorneys’ fees and disbursements.

8.2 Waiver . The waiver of the breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of the same or other provision hereof.

8.3 Entire Agreement; Modifications . Except as otherwise provided herein, this Agreement represents the entire understanding among the parties with respect to the subject matter hereof, and this Agreement supersedes any and all prior understandings, agreements, plans and negotiations, whether written or oral, with respect to the subject matter hereof, including without limitation, that certain Employment Agreement between Corporation and Officer dated as of January 1, 2003, as amended and restated by that certain Amended and Restated Employment Agreement between Corporation and Officer dated February 21, 2012 and any understandings, agreements or obligations respecting any past or future compensation, bonuses, reimbursements or other payments to Officer from Corporation. All modifications to the Agreement must be in writing and signed by the party against whom enforcement of such modification is sought.

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or registered with return receipt requested, and shall be deemed to have been duly given upon receipt in the event of personal delivery or overnight courier, three days after mailing, or 12 hours after transmission of a telefacsimile to the respective persons named below:

If to Corporation:

Healthcare Realty Trust Incorporated

3310 West End Avenue, Suite 700

Nashville, Tennessee 37203

Phone: (615) 269-8175

Fax: (615) 269-8122

If to Officer, by hand delivery to Officer on the premises of the Corporation or to the most recent address of Officer maintained in the records of the Corporation.

Any party may change such party’s address for notices by notice duly give pursuant to this Section 8.4.

8.5 Headings . The Section headings herein are intended for reference and shall not by themselves determine the construction or interpretation of this Agreement.

8.6 Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee.

8.7 Arbitration . Any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled by arbitration in Nashville, Tennessee in accordance with the Rules of the American Arbitration Association, and judgment upon any proper award rendered by the Arbitrators may be entered in any court having jurisdiction thereof. There shall be three arbitrators, one to be chosen directly by each party at will, and the third arbitrator to be selected by the two arbitrators so chosen. To the extent permitted by the Rules of the American Arbitration Association, the selected arbitrators may grant equitable relief. The cost of the arbitration, including the cost of the record or transcripts thereof, if any, administrative fees, and all other fees shall be borne by Corporation. Except as otherwise provided in Section 6.1 with respect to events following a Change in Control, to the extent that Officer prevails with respect to any portion of an arbitration award, Officer shall be reimbursed by Corporation for the shall be responsible for the costs and expenses incurred by Officer, including reasonable attorneys’ fees, in connection with the arbitration in an amount proportionate to the award to Officer as compared to the amount in dispute.

8.8 Severability . Should a court or other body of competent jurisdiction determine that any provision of this Agreement is excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, and all other provisions of this Agreement shall be deemed valid and enforceable to the extent possible.

8.9 Survival of Corporation’s Obligations . Corporation’s obligations hereunder shall not be terminated by reason of any liquidation, dissolution, bankruptcy, cessation of business, or similar event relating to Corporation. This Agreement shall not be terminated by any merger or consolidation or other reorganization of Corporation. In the event any such merger, consolidation or reorganization shall be accomplished by transfer of stock or by transfer of assets or otherwise, the provisions of this Agreement shall be binding upon and inure to the benefit of the surviving or resulting corporation or person. This Agreement shall be binding upon and inure to the benefit of the

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executors, administrators, heirs, successors and assigns of the parties; provided, however, that except as herein expressly provided, this Agreement shall not be assignable either by Corporation (except to an affiliate of Corporation in which event Corporation shall remain liable if the affiliate fails to meet any obligations to make payments or provide benefits or otherwise) or by Officer.

8.10 Counterparts . This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one and the same Agreement.

8.11 Withholdings . All compensation and benefits to Officer hereunder shall be reduced only by all federal, state, local and other withholdings and similar taxes and payments that are required by applicable law. Except as otherwise specifically agreed by Officer, no other offsets or withholdings shall apply to reduce the payment of compensation and benefits hereunder.

8.12 Indemnification . In addition to any rights to indemnification to which Officer is entitled to under Corporation’s Articles of Incorporation and Bylaws, Corporation shall indemnify Officer at all times during and after the term of this Agreement to the maximum extent permitted under Section 2-418 of the General Corporation Law of the State of Maryland or any successor provision thereof and any other applicable state law, and shall pay Officer’s expenses in defending any civil or criminal action, suit, or proceeding in advance of the final disposition of such action, suit, or proceeding, to the maximum extent permitted under such applicable state laws. The Corporation will provide advance payment of legal costs and expenses that are reasonable and appropriate for defending such action, suit or proceeding. The indemnification provisions contained in this Section 6.13 shall survive the termination of this Agreement and Officer’s employment by Corporation indefinitely.

[Execution Page Follows]

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EXECUTION PAGE

IN WITNESS WHEREOF , the parties hereto have executed this Agreement on this the 31 ^st day of July, 2012, to be effective as of the day and year first above written.

CORPORATION:

HEALTHCARE REALTY TRUST INCORPORATED

By: /s/ David R. Emery

David R. Emery

Chairman and Chief Executive Officer

OFFICER:

/s/ Scott W. Holmes

Scott W. Holmes

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Exhibit 10.3

Healthcare Realty Trust Incorporated

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

RECITALS

WHEREAS, the Corporation has heretofore employed the Officer as its Executive Vice President and General Counsel under the terms of an employment agreement dated November 1, 2003, as amended and restated by that certain Amended and Restated Employment Agreement, dated February 21, 2012 (the “Prior Agreement”); and

WHEREAS , the parties desire to modify the Prior Agreement with this amendment and restatement to conform the officer’s compensation with the Corporation’s current compensation practices;

1. Duties . During the term of this Agreement, Officer agrees to be employed by and to serve Corporation as its Executive Vice President and General Counsel and Corporation agrees to employ and retain Officer in such capacity. Officer's duties shall be to maintain and manage Corporation's legal department in such a manner that it (and hired outside counsel) meets the legal, regulatory, and compliance needs of Corporation. Officer shall devote such of his business time, energy, and skill to the affairs of Corporation as shall be necessary to perform his duties under this Agreement. Officer shall report to Corporation’s Board of Directors and/or Chief Executive Officer and at all times during the term of this Agreement shall have powers and duties at least commensurate with his position as Executive Vice President and General Counsel. Officer’s principal place of business with respect to his services to Corporation shall be within 35 miles of Nashville, Tennessee.

2. Term of Employment .

2.1 Definitions . For purposes of this Agreement the following terms shall have the following meanings:

(c) “ Voluntary Termination ” shall mean termination by Officer of Officer’s employment by Corporation other than (i) a Constructive Termination as described in subsection 2.1(g),

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(ii) “Termination Upon a Change in Control” as described in Section 2.1(d), (iii) termination by reason of Officer’s death or disability as described in Sections 2.5 and 2.6, and (iv) termination by reason of retirement by Officer upon attainment of Retirement Eligibility.

(i) “ Retirement Eligibility ” shall mean Employee’s attainment of 60 years of age and ten years of continuous employment with Corporation.

2.4 Termination Other Than For Cause or Constructive Termination . Notwithstanding

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anything else in this Agreement, Corporation may effect a Termination Other Than For Cause at any time upon giving written notice to Officer of such termination. Upon any Termination Other Than For Cause, or upon a Constructive Termination, Officer shall immediately be paid all accrued salary, bonus compensation, if any, to the extent earned, whether or not vested without regard to such termination (other than defined contribution plan or profit sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of Corporation in which Officer is a participant to the full extent of Officer’s rights under such plans, full vesting of all awards granted to Officer under the Incentive Plans, accrued vacation pay and any appropriate business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination, and all severance compensation provided in Section 4.2, but no other compensation or reimbursement of any kind.

2.5 Termination by Reason of Disability . If, during the term of this Agreement, Officer, in the reasonable judgment of the Board of Directors of Corporation, has failed to perform his duties under this Agreement on account of illness or physical or mental incapacity, and such illness or incapacity continues for a period of more than 12 consecutive months, Corporation shall have the right to terminate Officer’s employment hereunder by written notification to Officer and payment to Officer of all accrued salary, bonus compensation (described in Section 3.2), if any, to the extent earned, full vesting of any awards granted to Officer under the Incentive Plans, deferred compensation, whether or not vested without regard to such illness or incapacity (other than defined contribution plan or profit sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of Corporation in which Officer is a participant to the full extent of Officer’s rights under such plans, accrued vacation pay and any appropriate business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination, with the exception of medical and dental benefits which shall continue at Corporation’s expense through the then current one-year term of the Agreement, but Officer shall not be paid any other compensation or reimbursement of any kind, including without limitation, severance compensation.

2.6 Death . In the event of Officer’s death during the term of this Agreement, Officer’s employment shall be deemed to have terminated as of the last day of the month during which his death occurs and Corporation shall pay to his estate or such beneficiaries as Officer may from time to time designate all accrued salary, bonus compensation, if any, to the extent earned, full vesting of any awards granted to Officer under the Incentive Plans, deferred compensation, whether or not vested without regard to such termination (other than defined contribution plan or profit sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of Corporation in which Officer is a participant to the full extent of Officer’s rights under such plans, accrued vacation pay and any appropriate business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination, but Officer’s estate shall not be paid any other compensation or reimbursement of any kind, including without limitation, severance compensation.

2.7 Voluntary Termination . In the event of a Voluntary Termination, Corporation shall immediately pay all accrued salary, bonus compensation, if any, to the extent earned, vested deferred compensation (other than defined contribution plan or profit sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of Corporation in which Officer is a participant to the full extent of Officer’s rights under such plans, accrued vacation pay and any appropriate business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination, but no other compensation or reimbursement of any kind, including without limitation, severance compensation.

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3. Salary, Benefits and Bonus Compensation .

3.1 Base Salary . As payment for the services to be rendered by Officer as provided in Section 1 and subject to the terms and conditions of Section 2, Corporation agrees to pay to Officer a “Base Salary” of $440,721.00 per annum effective as of January 1, 2012, payable in 24equal semi-monthly installments, or in such other periodic installments as mutually agreed to by the Corporation and Officer. The Base Salary for each year (or portion thereof) beginning January 1, 2014 shall be determined by the Compensation Committee of the Board of Directors (the “Compensation Committee”). Officer’s Base Salary shall be reviewed annually by the Compensation Committee. For purposes of computing the amount of severance compensation due under this Agreement, the term “Base Salary” includes the market value, as of the date of grant, of any restricted shares of the Corporation to be awarded to Officer in lieu of annual cash salary in 2012 or any subsequent year, but shall not include the value of any “matching” or inducement restricted shares awarded to Officer as a result of elective deferral of cash salary under the Incentive Plans or any deferred compensation plan or program maintained by the Corporation.

3.2 Bonuses . In consideration of the reduction of Officer’s Base Salary, as reflected in Section 3.1 hereof, Officer shall receive a bonus in 2012 of $155,073.00, payable on October 1, 2012. Thereafter, Officer shall be eligible to receive bonus and/or incentive compensation for each year (or portion thereof) during the term of this Agreement and any extensions thereof, in accordance with the policy, plan or arrangement adopted by the Compensation Committee from time to time.

3.3 Additional Benefits . During the term of this Agreement, Officer shall be entitled to the following additional benefits:

(a) Officer Benefits . Officer shall be eligible to participate in such of Corporation’s benefits and deferred compensation plans as are now generally available or later made generally available to executive officers of Corporation, including, without limitation, the Incentive Plans, profit sharing plans, bonus plans, dental and medical plans, personal catastrophe and disability insurance, perquisites, financial planning, and retirement plans. At Officer’s election, Corporation will pay or reimburse Officer for the premium for a supplemental term life insurance policy having a policy limit not to exceed $2,000,000. For purposes of establishing the length of service under any benefit plans or programs of Corporation, Officer’s employment with Corporation will be deemed to have commenced on April 22, 2002.

(b) Vacation . Officer shall be entitled to four weeks of vacation during each year during the term of this Agreement and any extensions thereof, prorated for partial years.

4. Severance Compensation .

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4.2 Severance Compensation in the Event of a Termination Other Than For Cause . In the event Officer’s employment is terminated in a Termination Other Than For Cause, Officer shall be paid as severance compensation his Base Salary (at the rate payable at the time of such termination), for a period of 18 months from the date of such termination, on the dates specified in Section 3.1; provided, however, that if Officer is employed by a new employer during such period, the severance compensation payable to Officer during such period will be reduced by the amount of compensation that Officer is receiving from the new employer. However, Officer is under no obligation to mitigate the amount owed Officer pursuant to this Section 4.2 by seeking other employment or otherwise. In addition to the severance payment payable under this Section 4.2, Officer shall be paid an amount equal to the greater of: (i) two times the average annual cash bonus, if any, earned by Officer in the two years immediately preceding the date of termination, without regard to any elective income deferral or conversion of such bonus into stock or any other non-cash consideration; and (ii) two times the product of Base Salary and 0.43.. Officer shall be entitled to accelerated vesting of any accrued benefit under each deferred compensation plan. The parties intend that, to the greatest extent possible, such severance compensation be treated as made pursuant to a “separation pay plan,” and not subject to the restrictions imposed by Section 4.4, as provided under Treas. Reg. § 1.409A-1(b)(9), and agree to pay such severance in separate installments if the amount of severance hereunder exceeds the limits thereof. To the extent permissible under the group health benefit plans of the Corporation (or its successor), Officer may continue to participate in such plans under the same terms as active employees, pursuant to continuation coverage under COBRA, until the expiration of such COBRA continuation coverage. Officer is under no obligation to mitigate the amount owed Officer pursuant to this Section 4.1 by seeking other employment or otherwise.

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4.5 Golden Parachute Restrictions . Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by or on behalf of the Corporation to or for the benefit of the Officer as a result of and contingent on a “change in control,” as defined in section 280G of the Code, (such amounts contingent on a change in control as described in Treas. Reg. § 1.280G-1 Q/A-22) whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, (together, the “Contingent Payment”) would constitute a “parachute payment,” as defined in Treas. Reg. § 1.280G-1 Q/A-30, the amount of the Contingent Payment to Officer shall be (A) reduced to an amount that is one dollar less than 300% of the Officer’s “base amount” (as defined in section 280G(b)(3)(A) of the Code), so that the amount of such payments do not constitute a parachute payment (the “Safe Harbor Payment”), or, if greater, (B) the entire Contingent Payment, unreduced by the calculation in clause (A), provided that the net value of such Contingent Payment to the Officer exceeds the Safe Harbor Payment, after taking into account the additional taxes to Officer that apply to the unreduced Contingent Payment, including the excise taxes imposed thereon under section 4999 of the Code. The determination of the amount to be paid to Officer on account of this Section 4.5 shall be made by the accountant, tax counsel or other similar expert advisor to Officer (the “Tax Advisor”), which shall, if requested, provide detailed supporting calculations both to the Corporation and the Executive and if requested, a written opinion. The supporting calculations shall include a valuation of the non-competition provisions of Section 5. The costs and expenses of the Tax Advisor shall be the responsibility of the Corporation.

5. Non-Competition . During the term of this Agreement and for any period during which Officer is receiving periodic severance payments pursuant to Section 4.2, or for a period of one year following a Termination Upon a Change in Control, so long as the payments provided for in Section 4.1 are made on a timely basis:

6. Trade Secrets and Customer Lists . Officer agrees to hold in strict confidence all information

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8. Miscellaneous .

8.2 Waiver . The waiver of the breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of the same or other provision hereof.

8.3 Entire Agreement; Modifications . Except as otherwise provided herein, this Agreement represents the entire understanding among the parties with respect to the subject matter hereof, and this Agreement supersedes any and all prior understandings, agreements, plans and negotiations, whether written or oral, with respect to the subject matter hereof, including without limitation, that certain Employment Agreement between Corporation and Officer dated as of November 1, 2003, as amended and restated by that certain Amended and Restated Employment Agreement between Corporation and Officer dated February 21, 2012 and any understandings, agreements or obligations respecting any past or future compensation, bonuses, reimbursements or other payments to Officer from Corporation. All modifications to the Agreement must be in writing and signed by the party against whom enforcement of such modification is sought.

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If to Corporation:

Healthcare Realty Trust Incorporated

3310 West End Avenue, Suite 700

Nashville, Tennessee 37203

Phone: (615) 269-8175

Fax: (615) 269-8122

If to Officer, by hand delivery to Officer on the premises of the Corporation or to the most recent address of Officer maintained in the records of the Corporation.

Any party may change such party’s address for notices by notice duly give pursuant to this Section 8.4.

8.5 Headings . The Section headings herein are intended for reference and shall not by themselves determine the construction or interpretation of this Agreement.

8.6 Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee.

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8.10 Counterparts . This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one and the same Agreement.

[Execution Page Follows]

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EXECUTION PAGE

IN WITNESS WHEREOF , the parties hereto have executed this Agreement on this the 31 ^st day of July, 2012, to be effective as of the day and year first above written.

CORPORATION:

HEALTHCARE REALTY TRUST INCORPORATED

By: /s/ David R. Emery

David R. Emery

Chairman and Chief Executive Officer

OFFICER:

/s/ John M. Bryant, Jr.

John M. Bryant, Jr.

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Exhibit 10.4

Healthcare Realty Trust Incorporated

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

RECITALS

WHEREAS, the Corporation has heretofore employed the Officer as its Executive Vice President – Investments under the terms of an employment agreement dated March 1, 2011, as amended and restated by that certain Amended and Restated Employment Agreement, dated February 21, 2012 (the “Prior Agreement”); and

WHEREAS , the parties desire to modify the Prior Agreement with this amendment and restatement to conform the officer’s compensation with the Corporation’s current compensation practices;

1. Duties . During the term of this Agreement, Officer agrees to be employed by and to serve Corporation as its Executive Vice President – Investments and Corporation agrees to employ and retain Officer in such capacity. Officer’s duties shall be to manage and supervise Corporation’s real estate investment department in furtherance of the overall financial success of the Corporation. Officer shall devote such of his business time, energy, and skill to the affairs of Corporation as shall be necessary to perform his duties under this Agreement. Officer shall report to Corporation’s Board of Directors and/or Chief Executive Officer and at all times during the term of this Agreement shall have powers and duties at least commensurate with his position as Executive Vice President – Investments. Officer’s principal place of business with respect to his services to Corporation shall be within 35 miles of Nashville, Tennessee.

2. Term of Employment .

2.1 Definitions . For purposes of this Agreement the following terms shall have the following meanings:

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attainment of Retirement Eligibility.

(i) “ Retirement Eligibility ” shall mean Employee’s attainment of 60 years of age and ten years of continuous employment with Corporation.

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Termination, Officer shall immediately be paid all accrued salary, bonus compensation, if any, to the extent earned, whether or not vested without regard to such termination (other than defined contribution plan or profit sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of Corporation in which Officer is a participant to the full extent of Officer’s rights under such plans, full vesting of all awards granted to Officer under the Incentive Plans, accrued vacation pay and any appropriate business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination, and all severance compensation provided in Section 4.2, but no other compensation or reimbursement of any kind.

2.5 Termination by Reason of Disability . If, during the term of this Agreement, Officer, in the reasonable judgment of the Board of Directors of Corporation, has failed to perform his duties under this Agreement on account of illness or physical or mental incapacity, and such illness or incapacity continues for a period of more than 12 consecutive months, Corporation shall have the right to terminate Officer’s employment hereunder by written notification to Officer and payment to Officer of all accrued salary, bonus compensation (described in Section 3.2), if any, to the extent earned, full vesting of any awards granted to Officer under the Incentive Plans, deferred compensation, whether or not vested without regard to such illness or incapacity (other than defined contribution plan or profit sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of Corporation in which Officer is a participant to the full extent of Officer’s rights under such plans, accrued vacation pay and any appropriate business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination, with the exception of medical and dental benefits which shall continue at Corporation’s expense through the then current one-year term of the Agreement, but Officer shall not be paid any other compensation or reimbursement of any kind, including without limitation, severance compensation.

2.6 Death . In the event of Officer’s death during the term of this Agreement, Officer’s employment shall be deemed to have terminated as of the last day of the month during which his death occurs and Corporation shall pay to his estate or such beneficiaries as Officer may from time to time designate all accrued salary, bonus compensation, if any, to the extent earned, full vesting of any awards granted to Officer under the Incentive Plans, deferred compensation, whether or not vested without regard to such termination (other than defined contribution plan or profit sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of Corporation in which Officer is a participant to the full extent of Officer’s rights under such plans, accrued vacation pay and any appropriate business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination, but Officer’s estate shall not be paid any other compensation or reimbursement of any kind, including without limitation, severance compensation.

2.7 Voluntary Termination . In the event of a Voluntary Termination, Corporation shall immediately pay all accrued salary, bonus compensation, if any, to the extent earned, vested deferred compensation (other than defined contribution plan or profit sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of Corporation in which Officer is a participant to the full extent of Officer’s rights under such plans, accrued vacation pay and any appropriate business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination, but no other compensation or reimbursement of any kind, including without limitation, severance compensation.

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a termination of this Agreement pursuant to the provisions of this Section 2 upon giving 30 days written notice to Corporation of such termination.

3. Salary, Benefits and Bonus Compensation .

3.1 Base Salary . As payment for the services to be rendered by Officer as provided in Section 1 and subject to the terms and conditions of Section 2, Corporation agrees to pay to Officer a “Base Salary” of $403,233 per annum effective January 1, 2012, which shall be increased to $440,721 effective January 1, 2013, payable in 24 equal semi-monthly installments. The Base Salary for each year (or portion thereof) beginning January 1, 2014 shall be determined by the Compensation Committee of the Board of Directors (the “Compensation Committee”). Officer’s Base Salary shall be reviewed annually by the Compensation Committee. For purposes of computing the amount of severance compensation due under this Agreement, the term “Base Salary” shall also include the market value, as of the date of grant, of any restricted shares of the Corporation to be awarded to Officer in lieu of annual cash salary in 2012 or any subsequent year, but shall not include the value of any “matching” or inducement restricted shares awarded to Officer as a result of elective deferral of cash salary under the Incentive Plans or any deferred compensation plan or program maintained by the Corporation.

3.2 Bonuses . In consideration of the reduction of Officer’s Base Salary, as reflected in Section 3.1 hereof, Officer shall receive a bonus in 2012 of $140,605, payable on October 1, 2012. Thereafter, Officer shall be eligible to receive bonus and/or incentive compensation for each year (or portion thereof) during the term of this Agreement and any extensions thereof, in accordance with the policy, plan or arrangement adopted by the Compensation Committee from time to time.

3.3 Additional Benefits . During the term of this Agreement, Officer shall be entitled to the following additional benefits:

(a) Officer Benefits . Officer shall be eligible to participate in such of Corporation’s benefits and deferred compensation plans as are now generally available or later made generally available to executive officers of Corporation, including, without limitation, the Incentive Plans, profit sharing plans, bonus plans, dental and medical plans, personal catastrophe and disability insurance, perquisites, financial planning, and retirement plans. At Officer’s election, Corporation will pay or reimburse Officer for the premium for a supplemental term life insurance policy having a policy limit not to exceed $2,000,000. For purposes of establishing the length of service under any benefit plans or programs of Corporation, Officer’s employment with Corporation will be deemed to have commenced on August 31, 2001.

(b) Vacation . Officer shall be entitled to four weeks of vacation during each year during the term of this Agreement and any extensions thereof, prorated for partial years.

4. Severance Compensation .

4.1 Severance Compensation in the Event of a Termination Upon a Change in Control . In the event Officer’s employment is terminated in a Termination Upon a Change in Control, Officer shall be paid as severance compensation an amount equal to (a) three times his annual Base Salary (at the rate payable at the time of such termination), plus (b) an amount equal to the greater of: (i) two times the average annual cash bonus, if any, earned by Officer in the two years immediately preceding the date of termination, without regard to any elective income deferral or conversion of such bonus into stock or any other non-cash consideration; and (ii) two times the product of Base Salary and 0.43. Such severance compensation shall be paid in a lump sum promptly after the date of such termination, subject to the limitations of Section 4.4. The parties intend that, to the greatest extent possible, such severance compensation be treated as made pursuant to a “separation pay plan,” and not subject to the restrictions imposed by Section 4.4, as provided under Treas. Reg. § 1.409A-1(b)(9), and agree to pay such severance in separate installments

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if the amount of severance hereunder exceeds the limits thereof. To the extent permissible under the group health benefit plans of the Corporation (or its successor), Officer may continue to participate in such plans under the same terms as active employees, pursuant to continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), until the expiration of such COBRA continuation coverage. Officer is under no obligation to mitigate the amount owed Officer pursuant to this Section 4.1 by seeking other employment or otherwise.

4.2 Severance Compensation in the Event of a Termination Other Than For Cause . In the event Officer’s employment is terminated in a Termination Other Than For Cause, Officer shall be paid as severance compensation his Base Salary (at the rate payable at the time of such termination), for a period of 18 months from the date of such termination, on the dates specified in Section 3.1; provided, however, that if Officer is employed by a new employer during such period, the severance compensation payable to Officer during such period will be reduced by the amount of compensation that Officer is receiving from the new employer. However, Officer is under no obligation to mitigate the amount owed Officer pursuant to this Section 4.2 by seeking other employment or otherwise. In addition to the severance payment payable under this Section 4.2, Officer shall be paid an amount equal to the greater of: (i) two times the average annual cash bonus, if any, earned by Officer in the two years immediately preceding the date of termination, without regard to any elective income deferral or conversion of such bonus into stock or any other non-cash consideration; and (ii) two times the product of Base Salary and 0.43. Officer shall be entitled to accelerated vesting of any accrued benefit under each deferred compensation plan. The parties intend that, to the greatest extent possible, such severance compensation be treated as made pursuant to a “separation pay plan,” and not subject to the restrictions imposed by Section 4.4, as provided under Treas. Reg. § 1.409A-1(b)(9), and agree to pay such severance in separate installments if the amount of severance hereunder exceeds the limits thereof. To the extent permissible under the group health benefit plans of the Corporation (or its successor), Officer may continue to participate in such plans under the same terms as active employees, pursuant to continuation coverage under COBRA, until the expiration of such COBRA continuation coverage. Officer is under no obligation to mitigate the amount owed Officer pursuant to this Section 4.1 by seeking other employment or otherwise.

4.5 Golden Parachute Restrictions . Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by or on behalf of the Corporation

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to or for the benefit of the Officer as a result of and contingent on a “change in control,” as defined in section 280G of the Code, (such amounts contingent on a change in control as described in Treas. Reg. § 1.280G-1 Q/A-22) whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, (together, the “Contingent Payment”) would constitute a “parachute payment,” as defined in Treas. Reg. § 1.280G-1 Q/A-30, the amount of the Contingent Payment to Officer shall be (A) reduced to an amount that is one dollar less than 300% of the Officer’s “base amount” (as defined in section 280G(b)(3)(A) of the Code), so that the amount of such payments do not constitute a parachute payment (the “Safe Harbor Payment”), or, if greater, (B) the entire Contingent Payment, unreduced by the calculation in clause (A), provided that the net value of such Contingent Payment to the Officer exceeds the Safe Harbor Payment, after taking into account the additional taxes to Officer that apply to the unreduced Contingent Payment, including the excise taxes imposed thereon under section 4999 of the Code. The determination of the amount to be paid to Officer on account of this Section 4.5 shall be made by the accountant, tax counsel or other similar expert advisor to Officer (the “Tax Advisor”), which shall, if requested, provide detailed supporting calculations both to the Corporation and the Executive and if requested, a written opinion. The supporting calculations shall include a valuation of the non-competition provisions of Section 5. The costs and expenses of the Tax Advisor shall be the responsibility of the Corporation.

5. Non-Competition . During the term of this Agreement and for any period during which Officer is receiving periodic severance payments pursuant to Section 4.2, or for a period of one year following a Termination Upon a Change in Control, so long as the payment provided for in Section 4.1 are made on a timely basis:

6. Trade Secrets and Customer Lists . Officer agrees to hold in strict confidence all information concerning any matters affecting or relating to the business of Corporation and its subsidiaries and affiliates, including, without limiting the generality of the foregoing, its manner of operation, business plans, business prospects, agreements,

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protocols, processes, computer programs, customer lists, market strategies, internal performance statistics, financial data, marketing information and analyses, or other data, without regard to the capacity in which such information was acquired. Officer agrees that he will not, directly or indirectly, use any such information for the benefit of any person or entity other than Corporation or disclose or communicate any of such information in any manner whatsoever other than to the directors, officers, employees, agents, and representatives of Corporation who need to know such information, who shall be informed by Officer of the confidential nature of such information and directed by Officer to treat such information confidentially. Such information does not include information which (i) was or becomes generally available to the public other than as a result of a disclosure by Officer or his representatives, or (ii) was or becomes available to Officer on a non‑confidential basis from a source other than Corporation or its advisors provided that such source is not known to Officer to be bound by a confidentiality agreement with Corporation, or otherwise prohibited from transmitting the information to Officer by a contractual, legal or fiduciary obligation; notwithstanding the foregoing, if any such information does become generally available to the public, Officer agrees not to further discuss or disseminate such information except in the performance of his duties as Officer. Upon Corporation's request, Officer will return all information furnished to him related to the business of Corporation. The parties hereto stipulate that all such information is material and confidential and gravely affects the effective and successful conduct of the business of Corporation and Corporation's goodwill, and that any breach of the terms of this Section 6 shall be a material breach of this Agreement. The terms of this Section 6 shall remain in effect following the termination of this Agreement.

8. Miscellaneous .

8.2 Waiver . The waiver of the breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of the same or other provision hereof.

8.3 Entire Agreement; Modifications . Except as otherwise provided herein, this Agreement represents the entire understanding among the parties with respect to the subject matter hereof, and this Agreement supersedes any and all prior understandings, agreements, plans and negotiations, whether written or oral, with respect to the subject matter hereof, including without limitation, that certain Employment Agreement between Corporation and Officer dated as of March 1, 2001, as amended and restated by that certain Amended and Restated Employment Agreement between Corporation and Officer dated February 21, 2012 and any understandings, agreements or obligations respecting any past or future compensation, bonuses, reimbursements or other payments to Officer from Corporation. All modifications to the Agreement must be in writing and signed by the party against whom enforcement of such modification is sought.

8.4 Notices . All notices and other communications under this Agreement shall be in writing and shall be given by personal delivery, nationally recognized overnight courier, telefacsimile or first class mail, certified or registered with return receipt requested, and shall be deemed to have been duly given upon receipt in the event of personal delivery or overnight courier, three days after mailing, or 12 hours after transmission of a telefacsimile to the

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respective persons named below:

If to Corporation:

Healthcare Realty Trust Incorporated

3310 West End Avenue, Suite 700

Nashville, Tennessee 37203

Phone: (615) 269-8175

Fax: (615) 269-8122

If to Officer, by hand delivery to Officer on the premises of the Corporation or to the most recent address of Officer maintained in the records of the Corporation.

Any party may change such party’s address for notices by notice duly give pursuant to this Section 8.4.

8.5 Headings . The Section headings herein are intended for reference and shall not by themselves determine the construction or interpretation of this Agreement.

8.6 Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee.

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event Corporation shall remain liable if the affiliate fails to meet any obligations to make payments or provide benefits or otherwise) or by Officer.

8.10 Counterparts . This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one and the same Agreement.

[Execution Page Follows]

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EXECUTION PAGE

IN WITNESS WHEREOF , the parties hereto have executed this Agreement on this the 31 ^st day of July, 2012, to be effective as of the day and year first above written.

CORPORATION:

HEALTHCARE REALTY TRUST INCORPORATED

By: /s/ David R. Emery

David R. Emery

Chairman and Chief Executive Officer

OFFICER:

/s/ Todd J. Meredith

Todd J. Meredith

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Exhibit 10.5

Healthcare Realty Trust Incorporated

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

RECITALS

WHEREAS, the Corporation has heretofore employed the Officer as its Executive Vice President – Corporate Finance under the terms of an employment agreement dated January 1, 2007, as amended by that certain Amended and Restated Employment Agreement, dated February 21, 2012 (the “Prior Agreement”); and

WHEREAS , the parties desire to modify the Prior Agreement with this amendment and restatement to conform the officer’s compensation with the Corporation’s current compensation practices;

1. Duties . During the term of this Agreement, Officer agrees to be employed by and to serve Corporation as its Executive Vice President – Corporate Finance and Corporation agrees to employ and retain Officer in such capacity. Officer’s duties shall be to oversee all aspects of Corporation’s financing activities, including capital raises, credit rating agency relationships, banking relationships and investor relations, all in furtherance of the overall financial success of the Corporation. Officer shall devote such of his business time, energy, and skill to the affairs of Corporation as shall be necessary to perform his duties under this Agreement. Officer shall report to Corporation’s Board of Directors and/or Chief Executive Officer and at all times during the term of this Agreement shall have powers and duties at least commensurate with his position as Executive Vice President – Corporate Finance. Officer’s principal place of business with respect to his services to Corporation shall be within 35 miles of Nashville, Tennessee.

2. Term of Employment .

2.1 Definitions . For purposes of this Agreement the following terms shall have the following meanings:

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death or disability as described in Sections 2.5 and 2.6, and (iv) termination by reason of retirement by Officer upon attainment of Retirement Eligibility.

(i) “ Retirement Eligibility ” shall mean Employee’s attainment of 60 years of age and ten years of continuous employment with Corporation.

2.4 Termination Other Than For Cause or Constructive Termination . Notwithstanding anything else in this Agreement, Corporation may effect a Termination Other Than For Cause at any time upon giving

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written notice to Officer of such termination. Upon any Termination Other Than For Cause, or upon a Constructive Termination, Officer shall immediately be paid all accrued salary, bonus compensation, if any, to the extent earned, whether or not vested without regard to such termination (other than defined contribution plan or profit sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of Corporation in which Officer is a participant to the full extent of Officer’s rights under such plans, full vesting of all awards granted to Officer under the Incentive Plans, accrued vacation pay and any appropriate business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination, and all severance compensation provided in Section 4.2, but no other compensation or reimbursement of any kind.

2.5 Termination by Reason of Disability . If, during the term of this Agreement, Officer, in the reasonable judgment of the Board of Directors of Corporation, has failed to perform his duties under this Agreement on account of illness or physical or mental incapacity, and such illness or incapacity continues for a period of more than 12 consecutive months, Corporation shall have the right to terminate Officer’s employment hereunder by written notification to Officer and payment to Officer of all accrued salary, bonus compensation (described in Section 3.2), if any, to the extent earned, full vesting of any awards granted to Officer under the Incentive Plans, deferred compensation, whether or not vested without regard to such illness or incapacity (other than defined contribution plan or profit sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of Corporation in which Officer is a participant to the full extent of Officer’s rights under such plans, accrued vacation pay and any appropriate business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination, with the exception of medical and dental benefits which shall continue at Corporation’s expense through the then current one-year term of the Agreement, but Officer shall not be paid any other compensation or reimbursement of any kind, including without limitation, severance compensation.

2.6 Death . In the event of Officer’s death during the term of this Agreement, Officer’s employment shall be deemed to have terminated as of the last day of the month during which his death occurs and Corporation shall pay to his estate or such beneficiaries as Officer may from time to time designate all accrued salary, bonus compensation, if any, to the extent earned, full vesting of any awards granted to Officer under the Incentive Plans, deferred compensation, whether or not vested without regard to such termination (other than defined contribution plan or profit sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of Corporation in which Officer is a participant to the full extent of Officer’s rights under such plans, accrued vacation pay and any appropriate business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination, but Officer’s estate shall not be paid any other compensation or reimbursement of any kind, including without limitation, severance compensation.

2.7 Voluntary Termination . In the event of a Voluntary Termination, Corporation shall immediately pay all accrued salary, bonus compensation, if any, to the extent earned, vested deferred compensation (other than defined contribution plan or profit sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of Corporation in which Officer is a participant to the full extent of Officer’s rights under such plans, accrued vacation pay and any appropriate business expenses incurred by Officer in connection with his duties hereunder, all to the date of termination, but no other compensation or reimbursement of any kind, including without limitation, severance compensation.

2.9 Notice of Termination . Corporation may effect a termination of this Agreement pursuant

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to the provisions of this Section 2 upon giving 30 days written notice to Officer of such termination. Officer may effect a termination of this Agreement pursuant to the provisions of this Section 2 upon giving 30 days written notice to Corporation of such termination.

3. Salary, Benefits and Bonus Compensation .

3.1 Base Salary . As payment for the services to be rendered by Officer as provided in Section 1 and subject to the terms and conditions of Section 2, Corporation agrees to pay to Officer a “Base Salary” of $403,233 per annum effective January 1, 2012, which shall be increased to $440,721 effective January 1, 2013, payable in 24 equal semi-monthly installments. The Base Salary for each year (or portion thereof) beginning January 1, 2014 shall be determined by the Compensation Committee of the Board of Directors (the “Compensation Committee”). Officer’s Base Salary shall be reviewed annually by the Compensation Committee. For purposes of computing the amount of severance compensation due under this Agreement, the term “Base Salary” shall also include the market value, as of the date of grant, of any restricted shares of the Corporation to be awarded to Officer in lieu of annual cash salary in 2012 or any subsequent year, but shall not include the value of any “matching” or inducement restricted shares awarded to Officer as a result of elective deferral of cash salary under the Incentive Plans or any deferred compensation plan or program maintained by the Corporation.

3.2 Bonuses . In consideration of the reduction of Officer’s Base Salary, as reflected in Section 3.1 hereof, Officer shall receive a bonus in 2012 of $148,876, payable on October 1, 2012. Thereafter, Officer shall be eligible to receive bonus and/or incentive compensation for each year (or portion thereof) during the term of this Agreement and any extensions thereof, in accordance with the policy, plan or arrangement adopted by the Compensation Committee from time to time.

3.3 Additional Benefits . During the term of this Agreement, Officer shall be entitled to the following additional benefits:

(a) Officer Benefits . Officer shall be eligible to participate in such of Corporation’s benefits and deferred compensation plans as are now generally available or later made generally available to executive officers of Corporation, including, without limitation, the Incentive Plans, profit sharing plans, bonus plans, dental and medical plans, personal catastrophe and disability insurance, perquisites, financial planning, and retirement plans. At Officer’s election, Corporation will pay or reimburse Officer for the premium for a supplemental term life insurance policy having a policy limit not to exceed $2,000,000. For purposes of establishing the length of service under any benefit plans or programs of Corporation, Officer’s employment with Corporation will be deemed to have commenced on October 20, 1998.

(b) Vacation . Officer shall be entitled to four weeks of vacation during each year during the term of this Agreement and any extensions thereof, prorated for partial years.

4. Severance Compensation .

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Section 4.4, as provided under Treas. Reg. § 1.409A-1(b)(9), and agree to pay such severance in separate installments if the amount of severance hereunder exceeds the limits thereof. To the extent permissible under the group health benefit plans of the Corporation (or its successor), Officer may continue to participate in such plans under the same terms as active employees, pursuant to continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), until the expiration of such COBRA continuation coverage. Officer is under no obligation to mitigate the amount owed Officer pursuant to this Section 4.1 by seeking other employment or otherwise.

4.2 Severance Compensation in the Event of a Termination Other Than For Cause . In the event Officer’s employment is terminated in a Termination Other Than For Cause, Officer shall be paid as severance compensation his Base Salary (at the rate payable at the time of such termination), for a period of 18 months from the date of such termination, on the dates specified in Section 3.1; provided, however, that if Officer is employed by a new employer during such period, the severance compensation payable to Officer during such period will be reduced by the amount of compensation that Officer is receiving from the new employer. However, Officer is under no obligation to mitigate the amount owed Officer pursuant to this Section 4.2 by seeking other employment or otherwise. In addition to the severance payment payable under this Section 4.2, Officer shall be paid an amount equal to the greater of: (i) two times the average annual cash bonus, if any, earned by Officer in the two years immediately preceding the date of termination, without regard to any elective income deferral or conversion of such bonus into stock or any other non-cash consideration; and (ii) two times the product of Base Salary and 0.43. Officer shall be entitled to accelerated vesting of any accrued benefit under each deferred compensation plan. The parties intend that, to the greatest extent possible, such severance compensation be treated as made pursuant to a “separation pay plan,” and not subject to the restrictions imposed by Section 4.4, as provided under Treas. Reg. § 1.409A-1(b)(9), and agree to pay such severance in separate installments if the amount of severance hereunder exceeds the limits thereof. To the extent permissible under the group health benefit plans of the Corporation (or its successor), Officer may continue to participate in such plans under the same terms as active employees, pursuant to continuation coverage under COBRA, until the expiration of such COBRA continuation coverage. Officer is under no obligation to mitigate the amount owed Officer pursuant to this Section 4.1 by seeking other employment or otherwise.

4.5 Golden Parachute Restrictions . Anything in this Agreement to the contrary

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notwithstanding, in the event it shall be determined that any payment or distribution by or on behalf of the Corporation to or for the benefit of the Officer as a result of and contingent on a “change in control,” as defined in section 280G of the Code, (such amounts contingent on a change in control as described in Treas. Reg. § 1.280G-1 Q/A-22) whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, (together, the “Contingent Payment”) would constitute a “parachute payment,” as defined in Treas. Reg. § 1.280G-1 Q/A-30, the amount of the Contingent Payment to Officer shall be (A) reduced to an amount that is one dollar less than 300% of the Officer’s “base amount” (as defined in section 280G(b)(3)(A) of the Code), so that the amount of such payments do not constitute a parachute payment (the “Safe Harbor Payment”), or, if greater, (B) the entire Contingent Payment, unreduced by the calculation in clause (A), provided that the net value of such Contingent Payment to the Officer exceeds the Safe Harbor Payment, after taking into account the additional taxes to Officer that apply to the unreduced Contingent Payment, including the excise taxes imposed thereon under section 4999 of the Code. The determination of the amount to be paid to Officer on account of this Section 4.5 shall be made by the accountant, tax counsel or other similar expert advisor to Officer (the “Tax Advisor”), which shall, if requested, provide detailed supporting calculations both to the Corporation and the Executive and if requested, a written opinion. The supporting calculations shall include a valuation of the non-competition provisions of Section 5. The costs and expenses of the Tax Advisor shall be the responsibility of the Corporation.

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without limiting the generality of the foregoing, its manner of operation, business plans, business prospects, agreements, protocols, processes, computer programs, customer lists, market strategies, internal performance statistics, financial data, marketing information and analyses, or other data, without regard to the capacity in which such information was acquired. Officer agrees that he will not, directly or indirectly, use any such information for the benefit of any person or entity other than Corporation or disclose or communicate any of such information in any manner whatsoever other than to the directors, officers, employees, agents, and representatives of Corporation who need to know such information, who shall be informed by Officer of the confidential nature of such information and directed by Officer to treat such information confidentially. Such information does not include information which (i) was or becomes generally available to the public other than as a result of a disclosure by Officer or his representatives, or (ii) was or becomes available to Officer on a non‑confidential basis from a source other than Corporation or its advisors provided that such source is not known to Officer to be bound by a confidentiality agreement with Corporation, or otherwise prohibited from transmitting the information to Officer by a contractual, legal or fiduciary obligation; notwithstanding the foregoing, if any such information does become generally available to the public, Officer agrees not to further discuss or disseminate such information except in the performance of his duties as Officer. Upon Corporation's request, Officer will return all information furnished to him related to the business of Corporation. The parties hereto stipulate that all such information is material and confidential and gravely affects the effective and successful conduct of the business of Corporation and Corporation's goodwill, and that any breach of the terms of this Section 6 shall be a material breach of this Agreement. The terms of this Section 6 shall remain in effect following the termination of this Agreement.

8. Miscellaneous .

8.2 Waiver . The waiver of the breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of the same or other provision hereof.

8.3 Entire Agreement; Modifications . Except as otherwise provided herein, this Agreement represents the entire understanding among the parties with respect to the subject matter hereof, and this Agreement supersedes any and all prior understandings, agreements, plans and negotiations, whether written or oral, with respect to the subject matter hereof, including without limitation, that certain Employment Agreement between Corporation and Officer dated as of January 1, 2007, as amended and restated by that certain Amended and Restated Employment Agreement between Corporation and Officer dated February 21, 2012 and any understandings, agreements or obligations respecting any past or future compensation, bonuses, reimbursements or other payments to Officer from Corporation. All modifications to the Agreement must be in writing and signed by the party against whom enforcement of such modification is sought.

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personal delivery or overnight courier, three days after mailing, or 12 hours after transmission of a telefacsimile to the respective persons named below:

If to Corporation:

Healthcare Realty Trust Incorporated

3310 West End Avenue, Suite 700

Nashville, Tennessee 37203

Phone: (615) 269-8175

Fax: (615) 269-8122

If to Officer, by hand delivery to Officer on the premises of the Corporation or to the most recent address of Officer maintained in the records of the Corporation.

Any party may change such party’s address for notices by notice duly give pursuant to this Section 8.4.

8.5 Headings . The Section headings herein are intended for reference and shall not by themselves determine the construction or interpretation of this Agreement.

8.6 Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee.

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provided, this Agreement shall not be assignable either by Corporation (except to an affiliate of Corporation in which event Corporation shall remain liable if the affiliate fails to meet any obligations to make payments or provide benefits or otherwise) or by Officer.

8.10 Counterparts . This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one and the same Agreement.

[Execution Page Follows]

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EXECUTION PAGE

IN WITNESS WHEREOF , the parties hereto have executed this Agreement on this the 31 ^st day of July, 2012, to be effective as of the day and year first above written.

CORPORATION:

HEALTHCARE REALTY TRUST INCORPORATED

By: /s/ David R. Emery

David R. Emery

Chairman and Chief Executive Officer

OFFICER:

/s/ B. Douglas Whitman II

B. Douglas Whitman II

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Exhibit 10.6

HEALTHCARE REALTY TRUST INCORPORATED

EXECUTIVE INCENTIVE PROGRAM

1. Purpose. The 2007 Employees Stock Incentive Plan, as amended (the “Plan”) was adopted to promote the interests of Healthcare Realty Trust Incorporated (the “Company”) and its stockholders by strengthening the Company’s ability to attract, motivate, and retain personnel upon whose judgment, initiative, and efforts the financial success and growth of the business of the Company largely depend; to offer such personnel additional incentives to put forth maximum efforts for the success of the business; and to afford them an opportunity to acquire a proprietary interest in the Company through stock ownership and other performance-based rights. This program is being adopted by the Committee in accordance with the Plan and is intended to further the purposes of the Plan by providing incentives to the Company’s executive officers that are designed to reward individual performance and the achievement of specific Company-level financial goals and targets (the “Executive Incentive Program”).

2. Definitions . Whenever the following capitalized terms are used in this Executive Incentive Program, they shall have the meanings specified below:

“ 1-year TSR ” means for any person for any calendar year the sum of: (X) the per share Fair Market Value as of December 31 of such year minus the per share Fair Market Value of the Common Stock as of January 1 of such year, and (Y) the aggregate dividends paid to common stockholders during such calendar year divided by (Z) the per share Fair Market Value as of January 1 of such year, expressed as a percentage.

“ 3-year TSR ” means for any person for any three-year period the sum of: (X) the per share Fair Market Value as of the last December 31 of such three-year period minus the per share Fair Market Value of the Common Stock as of the first January 1 of such three-year period, and (Y) the aggregate dividends paid to common stockholders during such three-year period divided by (Z) the per share Fair Market Value as of the first January 1 of such three-year period, expressed as a percentage.

“ Base Salary ” means, for purposes of this Executive Incentive Program, the annual base rate of cash compensation paid to a Participant by the Company for the calendar year in which any determination of Base Salary is made, before any elective reduction or deferral of compensation pursuant to any 401(k) or similar defined contribution plan or any elective deferral under the Long-Term Incentive Program, and excludes all other forms of compensation such as benefits, pension contributions, employer matching contributions under any 401(k) or similar plan, any “Restriction Multiple” amount awarded under the Long-Term Incentive Program based on elective reduction of Base Salary, and any amounts awarded under this Executive Incentive Program.

“ CPA Restriction Multiple ” means the multiple applied to that portion of a Company Performance Award that is granted in the form of restricted stock in lieu of cash at the election of the Participant, as set forth in Section 6 hereof.

“ CPA Shares ” means shares of restricted stock taken in lieu of cash as Company Performance Awards, subject to the terms set forth in Section 6 hereof.

“ FAD ” means funds available for distribution as reported to the public by the Company in its earnings and

results of operations news releases, or if not reported to the public, calculated in a manner consistent with its reporting for the quarter ended June 30, 2012.

“ FFO ” means funds from operations, as reported to the public by the Company in its earnings and results of operations news releases and in its periodic reports filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, or if not reported to the public, calculated in a manner consistent with its reporting for the quarter ended June 30, 2012.

“ NOI ” means net operating income, normalized for items that would otherwise inhibit a meaningful comparison of NOI period to period.

“ Peer Group ” means that group of equity real estate investment trusts (“REITs”) that are the closest in size to the Company’s market capitalization determined each year as follows: all publicly-traded, listed REITs will be sorted by market capitalization, with the ten REITs smaller and the ten REITs larger than the Company’s market capitalization on the same date comprising the Peer Group. In the event that this calculation would result in an externally managed REIT, or a REIT that has been a public company for less than five years being included in the Peer Group, then that REIT shall be excluded and in its stead the REIT closest in size based on market capitalization, that is not already part of the Peer Group shall be added, such that there will always be 20 REITs in the Peer Group. The listing of REITs and the associated market capitalization data used above shall be derived from SNL Financial, other similar financial information firms, and/or publicly reported financial information.

“ Revenue ” means, for any financial period, the revenue as reported on the Company’s financial statements.

“ Same Facility Revenue ” means, for any financial period, Revenue for the group of properties reported by the Company (whether publicly or otherwise) as “Same Facility,” “Same Store,” or similar language designed to report the financial performance of core operating properties in the Company’s public disclosures.

“ Same Facility NOI ” means, for any financial period, NOI for the group of properties reported by the Company (whether publicly or otherwise) as “Same Facility,” “Same Store,” or similar language designed to report the financial performance of core operating properties in the Company’s public disclosures.

Other capitalized terms used herein, but not defined, shall have the meanings attributed to such terms in the Plan.

3. Participation . The Participants in this Executive Incentive Program are those employees who have been named as executive officers of the Company by the Board.

4. Awards . Awards may be in the form of cash or Restricted Stock Awards or a combination of cash and Restricted Stock Awards and may be granted to each Participant upon the Committee’s determination and in its discretion and shall be subject to such vesting periods and requirements as the Committee determines. Awards shall generally be of the following types:

“Individual Performance Awards” are in the discretion of the Committee and shall be for the purposes of: (i) rewarding a Participant’s individual efforts in contributing to the success of the Company and the Participant’s demonstration of competency within his or her job description and requisite skill sets and (ii) retaining the Participant as an officer of the Company. Participants shall have the opportunity to earn Individual Performance Awards each year, beginning in 2012. Individual Performance Awards shall generally be in the form of cash.

“Company Performance Awards” shall be based on specific Company performance targets. Participants shall have the opportunity to earn Company Performance Awards each year, beginning in 2013. The Committee may determine,

in its discretion, the particular financial and/or operating metrics to be targeted, which may include, but are not limited to: FAD, FFO, NOI, Revenue, Same Facility NOI and Same Facility Revenue. The measurement period shall be four consecutive quarters ending on such date as the Committee may determine. The structure shall provide for two performance metrics during any given measurement period and a maximum award for each such metric of 35% of Base Salary. For each metric, the Committee shall set a Threshold, Target and Maximum level of performance that shall pay, respectively, 25%, 50% and 100% of the maximum award based on the performance of the Company. Company Performance Awards shall be in the form of cash but may, at the election of the Participant, be converted all or in part to restricted stock, as set forth below.

“TSR Awards” shall be based on the Company’s total shareholder return, as measured against the Peer Group as of the last trading day of the year. Beginning in 2012, Participants shall have the opportunity to earn TSR Awards each year based on 1-year TSR and 3-year TSR. TSR Awards shall be in the form of Restricted Stock Awards with a three-year cliff vesting period. The criteria for awarding TSR Awards shall be the Company’s relative total shareholder return performance measured as a percentile, as compared to the total shareholder returns of the companies in the Peer Group. The size of the award for each Participant shall be determined based on a percentage of such Participant’s then current Base Salary, as follows:



TSR Measure	<25 ^th Percentile	>=25 ^th Percentile	>=50 ^th Percentile	>=75 ^th Percentile	>100 ^th Percentile
1-Year TSR	0	0.25X	0.50X	0.75X	1.0X
3-Year TSR	0	0.25X	0.50X	0.75X	1.0X

The Committee shall have the discretion to alter the administration of awards under this Executive Incentive Program at any time prior to the grant of any such award, in accordance with Section 4.3 of the Plan.

6. Restricted Stock Election for Company Performance Awards. At the election of the Participant, Company Performance Awards may be converted into Restricted Stock Awards, in whole or in part, and paid in shares of restricted stock, subject to the following terms and provisions. The percentage of a Company Performance Award that a Participant may elect to be reduced and applied to CPA Shares must be a minimum of 5% and may be increased by increments of 5% to a maximum of 100% of the award. The election shall be made in writing to the Company’s General Counsel prior to the beginning of the measurement period for such award and, in all cases, prior to the year in which the Participant could receive such award.

To determine the number of CPA Shares that shall be issued to a Participant, the percentage of a Company Performance Award elected by the Participant to be applied to CPA Shares (expressed in dollars) shall be multiplied by the CPA Restriction Multiple and then divided by the Fair Market Value of the Common Stock on the grant date of the Company Performance Award. The CPA Restriction Multiple shall be determined by the Participant’s selection of a restriction period of three or five years. The CPA Restriction Multiple shall be: 2.0x for a restriction period of three years; and 3.0x for a restriction period of five years. Awards determined pursuant to this Section 6 shall be delivered to each Participant as soon as practicable.

7. Termination of Employment . In the event of termination of a Participant’s employment, the disposition of any unvested Awards will be determined in accordance with such Participant’s written employment agreement and Award Agreement, if applicable. If a Participant is not employed pursuant to a written employment agreement and voluntarily terminates his or her employment, or is terminated for Cause (as such term is defined in the Plan), such Participant will forfeit any unvested Awards. If a Participant is not employed pursuant to a written employment agreement and such employment is terminated by the Company without Cause, or by reason of Participant’s retirement (upon attainment of eligibility to retire in accordance with any applicable Company policy then in effect) all unvested Awards will immediately vest. The provisions of Section 10 of the Plan will govern in the event of a Change of Control and

are not intended to be altered by this Section 7.

8. Amendments . The Committee may from time to time amend or modify this Executive Incentive Program, provided that no such action shall adversely affect Awards previously granted hereunder.

9. Survival . The Executive Incentive Program shall continue in effect as long as the Plan is in effect or until terminated by the Committee.

Adopted by the Committee on July 31, 2012.

/s/ Edwin B. Morris III

Edwin B. Morris III, Chairman

/s/ J. Knox Singleton

J. Knox Singleton

/s/ C. Raymond Fernandez, M.D.

C. Raymond Fernandez, M.D.

Exhibit 10.7

THIRD AMENDMENT TO LONG-TERM INCENTIVE PROGRAM

WHEREAS, on December 10, 2007, the Committee adopted a Long-Term Incentive Program (the “Long-Term Incentive Program”) under the Company’s 2007 Employees Stock Incentive Plan; and

WHEREAS, the Committee desires to amend the Long-Term Incentive Program to adjust the Elective Restricted Stock Award levels as set forth below; and

WHEREAS, terms capitalized in these resolutions but not defined shall have the same meanings attributed to such terms in the Long-Term Incentive Program.

RESOLVED, that the first sentence of Section 6.1 of the Long-Term Incentive Program be deleted and replaced with the following sentence, effective as of July 31, 2012:

“The percentage of Base Salary that a Participant may elect to be reduced and applied to Acquisition Shares must be a minimum of 3% and may be increased by increments of 1% to a maximum of 50% of Base Salary.”

RESOLVED, that the authorized officers of the Company are hereby authorized and directed to take all such further action, and to execute, deliver and file all such further documents and make such public disclosures as in their judgment shall be necessary, proper and advisable to fully carry out the intent and accomplish the purposes of the foregoing resolutions.

Exhibit 10.8

HEALTHCARE REALTY TRUST INCORPORATED

RESTRICTED STOCK AGREEMENT

THIS RESTRICTED STOCK AGREEMENT (the “Agreement”) is made and entered into as of _______, 201_, between Healthcare Realty Trust Incorporated (the “Company”) and ___________ (“Director”), under the terms of the Company’s 2007 Employees Stock Incentive Plan, as amended (together, the “Plan”).

RECITALS:

WHEREAS , Director is a member of the board of directors of the Company (the “Board”); and

WHEREAS, under the terms of the Plan, the Company has agreed to provide for vesting of Director’s rights to restricted stock grants upon the occurrence of certain events involving Director’s termination of service from the Board; and

WHEREAS, the compensation committee of the Board has decided that the Director should be granted restricted shares of the Company’s common stock on the terms and conditions set forth below in accordance with the terms of the Plan.

NOW, THEREFORE , in consideration of the past and future services provided to the Company by the Director and the various covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

Grant of Restricted Stock . The Company hereby grants to the Director a total of _______ restricted shares of the common stock of the Company (the “Restricted Shares”), subject to the transfer restrictions, vesting schedule and other conditions set forth in the Plan and this Agreement. The Company shall cause the Restricted Shares to be issued in book entry form and registered in the name of the Director promptly upon execution of this Agreement.


2.	Restricted Period . The Restricted Shares will remain subject to a substantial risk of forfeiture and will become fully vested following the completion of a “Restricted Period” that commenced or commences on the date hereof and ending on the earlier of:


a.	[Date] .


b.	The date upon which a Change in Control (as defined in the Plan) occurs.


c.	The date upon which the Director’s service as a director of the Company terminates by reason of his death or disability, his retirement pursuant to any applicable mandatory retirement policy of the Board, his not being nominated by the Board for election by the shareholders or his being nominated for election but not being elected by shareholders.


3.	Forfeiture of Shares . In the event that Director’s services to the Company terminate prior to the end of the Restricted Period, the Director shall immediately forfeit all rights in the Restricted Shares.


4.	Restricted Shares are Subject to the Plan . Except as expressly provided herein, the Restricted Shares shall be subject to the terms of the Plan. In the event of an inconsistency between this Agreement and the Plan, this Agreement shall be controlling.

Rights as a Shareholder . Unless and until the Restricted Shares are forfeited, the Director shall be considered a shareholder of the Company with respect to all such Restricted Shares that have not been forfeited and shall have rights appurtenant thereto, including the right to vote or consent to all matters that may be presented to the shareholders of the Company and to receive all dividends and other distributions paid on such Restricted

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Shares. If any dividends or distributions are paid in common stock, such common stock shall be subject to the same restrictions as the Restricted Shares with respect to which it was paid.


6.	No Right to Continuation of Service . The granting of the Restricted Shares hereunder shall not be construed as granting to the Director any right to continue as a director or in any other relationship with the Company. The right of the Company to terminate Director’s service at any time, for any reason, with or without cause, is specifically reserved.


7.	Restrictive Legen d. Any certificates representing the Restricted Shares may bear a legend substantially in the form that follows:

The sale or transfer of the shares represented by this Certificate, whether voluntary, involuntary or by operation of law, is subject to certain restrictions on transfer (including conditions of forfeiture) as set forth in the Healthcare Realty Trust Incorporated 2007 Employees Stock Incentive Plan and in the related Restricted Stock Agreement. A copy of the Plan and such Restricted Stock Agreement may be obtained from the secretary of Healthcare Realty Trust Incorporated.

Section 83(b) Election and Tax Withholding . If the Director timely elects, under Section 83(b) of the Code, to include the fair market value of the Shares on the date hereof in Director’s gross income for the current taxable year, Director agrees to give prompt written notice of such election to the Company. To the extent the Company ever becomes obligated to withhold taxes for amounts includable in Director’s income, Director hereby agrees to make whatever arrangements are necessary to enable the Company to withhold as required by law.


9.	Miscellaneous.


a.	Incorporation of Plan . Except as specifically provided herein, this Agreement is and shall be in all respects subject to the terms and conditions of the Plan, a copy of which the Director acknowledges receiving prior to the execution of this Agreement and the terms of which are incorporated by reference.


b.	Captions . The captions and section headings used herein are for convenience only, shall not be deemed a part of this Agreement and shall not in any way restrict or modify the context or substance of any section or paragraph of this Agreement.


c.	Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of Maryland without regard to its conflicts of laws rules.


d.	Defined terms . All capitalized terms not defined herein shall have the meanings set forth in the Plan, unless a different meaning is plainly required by the context.


e.	Amendments . The parties may only amend this Agreement in writing.

IN WITNESS WHEREOF , the undersigned officer of the Company and the Director have executed this instrument as of _______ 201__.

HEALTHCARE REALTY TRUST INCORPORATED

By: ____________________________________

Name:

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Title:

_______________________________________

[Director]

#PageNum#

Exhibit 10.9

HEALTHCARE REALTY TRUST INCORPORATED

RESTRICTED STOCK AGREEMENT

THIS RESTRICTED STOCK AGREEMENT (the “Agreement”) is made and entered into as of ______, 201_, between Healthcare Realty Trust Incorporated (the “Company”) and _______________ (“Officer”), under the terms of the Company’s 2007 Employees Stock Incentive Plan, as amended (the “Plan”).

RECITALS:

WHEREAS , Officer is a duly elected officer of the Company;

WHEREAS, under the terms of Officer’s employment agreement with the Company (the “Employment Agreement”), the Company has agreed to provide for vesting of Officer’s rights to Restricted Stock grants in the event of certain events involving Executive’s termination of employment;

WHEREAS , under the terms of the Plan, the Company has agreed to provide for the vesting of Officer’s rights to restricted stock grants upon the occurrence of certain events;

WHEREAS, the Compensation Committee of the Board has decided that the Officer should be granted restricted shares of the Company’s common stock on the terms and conditions set forth below in accordance with the terms of the Plan and the Employment Agreement; and

NOW, THEREFORE , the parties acknowledge the following terms apply to each of the Officer’s Restricted Stock awards:

Grant of Restricted Stock . The Company hereby grants to the Officer ______ restricted shares of the Company’s Common Stock (the “Restricted Shares”) subject to the transfer restrictions, vesting schedule and other terms and conditions set forth in this Agreement and in the Employment Agreement. The Company shall cause the Restricted Shares to be issued in book entry form and registered in the name of the Officer promptly upon the execution of this Agreement.


2.	Restricted Period . The Restricted Shares will remain subject to a substantial risk of forfeiture and will become fully vested following the completion of a “Restricted Period” that commenced or commences as of the date hereof and ends on the earlier of:


(i)	[Date]


(ii)	The Officer’s Termination Other Than For Cause or Constructive Termination (as such terms are defined in the Employment Agreement);


(iii)	The Officer’s Termination Upon a Change in Control (as defined in the Employment Agreement);


(iv)	The Officer’s Death or Termination by Reason of Disability (as defined in the Employment Agreement); or


(v)	The Officer’s Retirement (as defined in the Employment Agreement).


3.	Forfeiture of Shares . In the event that Officer’s services to the Company terminate prior to the end of the Restricted Period, the Officer shall immediately forfeit all rights in the Restricted Shares.

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4.	Restricted Shares are Subject to the Plan . Except as expressly provided herein or in the Employment Agreement, the Restricted Shares shall be subject to the terms of the Plan. In the event of an inconsistency between this Agreement, the Employment Agreement and the Plan, this Agreement shall be controlling.

Rights as a Shareholder . Unless and until the Restricted Shares are forfeited, the Officer shall be considered a shareholder of the Company with respect to all such Restricted Shares that have not been forfeited and shall have rights appurtenant thereto, including the right to vote or consent to all matters that may be presented to the shareholders of the Company and to receive all dividends and other distributions paid on such Restricted Shares. If any dividends or distributions are paid in common stock, such common stock shall be subject to the same restrictions as the Restricted Shares with respect to which it was paid.


6.	No Right to Continuation of Service . The granting of the Restricted Shares hereunder shall not be construed as granting to the Officer any right to continue as an officer or in any other relationship with the Company. The right of the Company to terminate Officer’s service at any time, for any reason, with or without cause, is specifically reserved.


7.	Restrictive Legend . Any certificates representing the Restricted Shares may bear the following legend:

The sale or transfer of the shares represented by this Certificate, whether voluntary, involuntary or by operation of law, is subject to certain restrictions on transfer (including conditions of forfeiture) as set forth in the Plan and in related Restricted Stock Agreement. A copy of the Plan and such Restricted Stock Agreement may be obtained from the Secretary of Healthcare Realty Trust Incorporated.

Section 83(b) Election and Tax Withholding . If the Officer timely elects, under Section 83(b) of the Code, to include the fair market value of the Shares on the date hereof in Officer’s gross income for the current taxable year, Officer agrees to give prompt written notice of such election to the Company. To the extent the Company ever becomes obligated to withhold taxes for amounts includable in Officer’s income, Officer hereby agrees to make whatever arrangements are necessary to enable the Company to withhold as required by law.


9.	Miscellaneous .


(i)	Incorporation of Plan . Except as specifically provided herein, this Agreement is and shall be in all respects subject to the terms and conditions of the Plan, a copy of which the Officer acknowledges receiving prior to the execution of this Agreement and the terms of which are incorporated by reference.


(ii)	Captions . The captions and section headings used herein are for convenience only, shall not be deemed a part of this Agreement and shall not in any way restrict or modify the context or substance of any section or paragraph of this Agreement.


(iii)	Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of Maryland without regard to its conflicts of laws rules.


(iv)	Defined terms . All capitalized terms not defined herein shall have the meanings set forth in the Plan or the Employment Agreement, as applicable, unless a different meaning is plainly required by the context.


(v)	Amendments . The parties may only amend this Agreement in writing.

IN WITNESS WHEREOF , the undersigned officer of the Company and the Officer have executed this instrument as of ______ 201_.

HEALTHCARE REALTY TRUST INCORPORATED

#PageNum#

By: ____________________________________

Name:

Title:

_______________________________________

[Officer]

#PageNum#

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302

Exhibit 31.1

Healthcare Realty Trust Incorporated

Quarterly Certification

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, David R. Emery, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of Healthcare Realty Trust Incorporated;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;


c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date:	July 31, 2012
		/s/ DAVID R. EMERY
		David R. Emery
		Chairman of the Board and Chief Executive Officer

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302

Exhibit 31.2

Healthcare Realty Trust Incorporated

Quarterly Certification

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Scott W. Holmes, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of Healthcare Realty Trust Incorporated;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;


c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date:	July 31, 2012
		/s/ SCOTT W. HOLMES
		Scott W. Holmes
		Executive Vice President and Chief Financial Officer

CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350 SECTION 906

Exhibit 32

Healthcare Realty Trust Incorporated

Certification Pursuant to

18 U.S.C. Section 1350,

as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Healthcare Realty Trust Incorporated (the “Company”) on Form 10-Q for the quarter ended June 30, 2012 , as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David R. Emery, Chairman of the Board and Chief Executive Officer of the Company, and I, Scott W. Holmes, Executive Vice President and Chief Financial Officer of the Company, each certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


1.	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


2.	Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date:	July 31, 2012
		/s/ DAVID R. EMERY
		David R. Emery
		Chairman of the Board and Chief Executive Officer

		/s/ SCOTT W. HOLMES
		Scott W. Holmes
		Executive Vice President and Chief Financial Officer