8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 5, 2011

NATIONWIDE HEALTH PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

Maryland	1-9028	95-3997619
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

610 Newport Center Drive, Suite 1150, Newport Beach, CA	92660
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (949) 718-4400

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Exhibit 99.1

Exhibit 99.2

Item 2.02 Results of Operations and Financial Condition.

On May 5, 2011, we issued a press release, which sets forth our results of operations for the quarter ended March 31, 2011. The press release referred to a supplemental information package that is available on our website, free of charge, at www.nhp-reit.com. A copy of the press release and the supplemental information package are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by this reference.

Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number		Description
	99.1	Press release dated May 5, 2011.
	99.2	Supplemental information package for the quarter ended March 31, 2011.

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 hereunto duly authorized.

	NATIONWIDE HEALTH PROPERTIES, INC.
Date: May 5, 2011	By:	/s/ Abdo H. Khoury
		Abdo H. Khoury
		Executive Vice President and Chief Financial & Portfolio Officer

EX-99.1

Exhibit 99.1

NATIONWIDE HEALTH PROPERTIES, INC.
REPORTS 2011 FIRST QUARTER RESULTS

• Completed $595 Million of Investments to Date in 2011

• Additional $171 Million of Investments Under Contract

• Adjusted Diluted FFO and Adjusted Diluted FFO per Share Increased 29% and 20%, Respectively, Over First Quarter 2010

NEWPORT BEACH, CA, — (Marketwire – May 5, 2011) — Nationwide Health Properties, Inc. (NYSE: NHP) today announced results of operations for the first quarter ended March 31, 2011. Contemporaneously with this press release, the Company filed its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011 with the Securities and Exchange Commission (“SEC”).

“NHP’s comparable period first quarter results reflect an excellent start to 2011 with revenue up 21%, adjusted diluted FFO per share up 20% and adjusted diluted FAD per share up 19%. Our credit statistics remain among the best in the REIT sector, and our dividend coverage continues to be outstanding with a diluted FAD payout ratio and FAD coverage at 75% and 1.33x, respectively,” commented Douglas M. Pasquale, NHP’s Chairman and Chief Executive Officer. “Our regional network of talented investment professionals continues to acquire quality assets across a broad asset class spectrum with both new and existing tenants. This is well evidenced by nearly $600 million of investments already closed in 2011 at a blended 8% initial cash yield and a robust investment pipeline with over $170 million of investments under contract,” Mr. Pasquale added.

FIRST QUARTER 2011 RESULTS OF OPERATIONS

The following table presents selected unaudited financial information for the first quarter ended March 31, 2011 as compared to the same period of 2010:

Selected Financial Data
($ in thousands, except per share amounts)

	Three Months Ended March 31,
	2011		2010		$ Change		% Change
Revenue	$	122,374	$	100,848	$	21,526		21.3	%
Income from Continuing Operations	$	39,574	$	30,320	$	9,254		30.5	%
Net Income Attributable to NHP Common Stockholders	$	50,551	$	31,429	$	19,122		60.8	%
Net Income Attributable to NHP Common Stockholders Per Diluted Share	$	0.39	$	0.26	$	0.13		50.0	%
Diluted FFO	$	78,903	$	64,191	$	14,712		22.9	%
Adjusted Diluted FFO	$	84,000	$	64,939	$	19,061		29.4	%
Diluted FFO Per Share	$	0.61	$	0.54	$	0.07		13.0	%
Adjusted Diluted FFO Per Share	$	0.65	$	0.54	$	0.11		20.4	%
Diluted FAD	$	77,199	$	64,267	$	12,932		20.1	%
Adjusted Diluted FAD	$	82,296	$	65,015	$	17,281		26.6	%
Diluted FAD Per Share	$	0.60	$	0.54	$	0.06		11.1	%
Adjusted Diluted FAD Per Share	$	0.64	$	0.54	$	0.10		18.5	%

NON-GAAP FINANCIAL MEASURES

Diluted Funds From Operations (“FFO”) and Diluted Funds Available for Distribution (“FAD”) are non-GAAP measures that we believe are important to understanding our operations. We believe diluted FFO is an important supplemental measure of operating performance because it excludes the effects of depreciation and amortization and gains (losses) from sales of facilities (both of which are based on historical costs and which may be of limited relevance in evaluating current performance). We believe diluted FAD is an important supplemental measure of operating performance because, like diluted FFO, it excludes the effects of depreciation and amortization and gains (losses) from sales of facilities (both of which are based on historical costs and which may be of limited relevance in evaluating current performance). It also excludes straight-lined rent and other non-cash items that have become more significant for us and our competitors over the last several years. We believe that net income is the most directly comparable GAAP measure to diluted FFO and diluted FAD. Reconciliations between net income and diluted FFO and net income and diluted FAD are included in the accompanying financial data. We have also included adjusted diluted FFO and adjusted diluted FAD amounts which exclude merger and acquisition costs and the recognition of a net gain on re-measurement of equity interest upon acquisition and a gain on debt extinguishment in 2010.

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2011 YEAR TO DATE INVESTMENT ACTIVITY

Investment Activity 2011
($ in thousands)

	Q1			Q2 [A]			YTD
Investment	Total			Total			Total
Assisted and Independent Living Facilities
Investment	$	7,000		$	205,000		$	212,000
Initial Cash Yield		8.3	%		7.5	%		7.5	%
Skilled Nursing Facilities
Investment	$	100,000		$	160,000		$	260,000
Initial Cash Yield		9.4	%		9.1	%		9.2	%
Medical Office Buildings
Investment	$	2,000		$	37,000		$	39,000
Initial Cash Yield		8.8	%		7.1	%		7.2	%
Continuing Care Retirement Communities
Investment				$	82,000		$	82,000
Initial Cash Yield					7.5	%		7.5	%
Capital Expenditures
Investment	$	2,000					$	2,000
Initial Cash Yield		8.2	%					8.2	%
Total
Investment	$	111,000		$	484,000		$	595,000
Initial Cash Yield		9.3	%		8.0	%		8.2	%

^[A] investments closed through earnings release date

In the first quarter of 2011, we invested $111 million at a blended initial cash yield of 9.3%, and we sold two properties for gross sales proceeds of $8.2 million resulting in a total gain of $5.9 million.

Subsequent to quarter end, we invested $484 million at a blended initial cash yield of 8.0%, bringing our year to date total to $595 million at a blended initial cash yield of 8.2%. In addition, NHP has approximately $171 million of investments under contract.

2011 FINANCING TRANSACTIONS

In the first quarter of 2011, we drew a net additional $75 million from our credit facility to fund investments. As of May 5, 2011, the total outstanding balance on our credit facility was $605 million at a weighted average interest rate of 0.95%. We intend to complete soon a one-year $800 million term loan facility from a syndicate of banks, which we anticipate using, together with the proceeds from any asset sales or mortgage and other loan receivable repayments, to provide capital for future investments, to reduce any outstanding balance on our credit facility or to repay other borrowings as they mature. We expect the term loan facility will remain in place following the anticipated merger with Ventas, Inc. (NYSE: VTR) (“Ventas”).

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MERGER ANNOUNCEMENT WITH VENTAS, INC.

On February 28, 2011, Ventas and NHP announced that the Boards of Directors of both companies unanimously approved a definitive agreement under which Ventas will acquire all of the outstanding shares of NHP in a stock-for-stock transaction valued at $7.4 billion, creating one of the largest publicly traded REITs and the leading healthcare REIT by equity value.

Additional Information about the Proposed Transaction and Where to Find It

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed transaction, Ventas has filed with the SEC a registration statement on Form S-4 that includes a preliminary joint proxy statement of NHP and Ventas, and that also constitutes a preliminary prospectus of Ventas. NHP and Ventas also plan to file other documents with the SEC with respect to the proposed transaction. The registration statement has not been declared effective by the SEC, and the definitive joint proxy statement/prospectus is not currently available. INVESTORS ARE URGED TO READ THE PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS AND, IF AND WHEN IT BECOMES AVAILABLE, THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS TO SUCH DOCUMENTS) AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

Investors may obtain free copies of the registration statement, the preliminary joint proxy statement/prospectus, the definitive joint proxy statement/prospectus and other relevant documents filed by NHP and Ventas with the SEC (if and when they become available) through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by NHP with the SEC are available free of charge on NHP’s website at www.nhp-reit.com, and copies of the documents filed by Ventas with the SEC are also available free of charge on Ventas’s website at www.ventasreit.com.

NHP, Ventas and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from NHP’s and Ventas’s stockholders in respect of the proposed transaction. Information regarding NHP’s directors and executive officers can be found in NHP’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, as amended by Amendment No. 1 on Form 10-K/A filed with the SEC on April 26, 2011. Information regarding Ventas’s directors and executive officers can be found in Ventas’s definitive proxy statement filed with the SEC on March 28, 2011. Additional information regarding the interests of such potential participants is included in the preliminary joint proxy statement/prospectus and will be included in the definitive joint proxy statement/prospectus and other relevant documents filed with the SEC in connection with the proposed transaction if and when they become available. These documents are available free of charge on the SEC’s website and from NHP or Ventas, as applicable, using the sources indicated above.

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SUPPLEMENTAL INFORMATION PACKAGE

Our supplemental information package for the quarter ended March 31, 2011 is available on our website, free of charge, at http://www.nhp-reit.com by selecting “Investor Relations” followed by “Financial Information” and is included in our Current Report on Form 8-K filed May 5, 2011 with the SEC, which also contains a copy of this release. Shareholders may receive, free of charge, a complete set of our audited financial statements upon request.

ABOUT NATIONWIDE HEALTH PROPERTIES, INC.

Nationwide Health Properties, Inc. is a real estate investment trust (REIT) that invests primarily in healthcare real estate in the United States. As of March 31, 2011, the Company’s portfolio of properties, including mortgage loans and properties owned by unconsolidated joint ventures, totaled 669 properties among the following segments: 294 senior housing facilities, 217 skilled nursing facilities, 135 medical office buildings, 12 continuing care retirement communities, 7 specialty hospitals, 3 assets in development and 1 asset held for sale. For more information on Nationwide Health Properties, Inc., visit our website at http://www.nhp-reit.com.

FORWARD LOOKING STATEMENTS

Certain information contained in this release includes forward-looking statements. Forward-looking statements include statements regarding our expectations, beliefs, intentions, plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements which are not statements of historical facts. These statements may be identified, without limitation, by the use of forward-looking terminology such as “may,” “will,” “anticipates,” “expects,” “believes,” “intends,” “should” or comparable terms or the negative thereof. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those described in the statements. Risks and uncertainties associated with our business include (without limitation) the following: risks related to the proposed merger with Ventas, Inc.; deterioration in the operating results or financial condition, including bankruptcies, of our tenants or other significant operators in the healthcare industry; non-payment or late payment of rent, interest or loan principal amounts by our tenants; the ability of our tenants to pay contractual rent and/or interest escalations in future periods; the ability of our tenants to obtain and maintain adequate liability and other insurance and potential underinsured or uninsured losses; occupancy levels at certain facilities; our reliance on one tenant for a significant percentage of our revenues; risks associated with real estate ownership, including the illiquid nature of real estate and the real estate market, maintenance and repair costs, potential liability under environmental laws, leases that are not renewed or are renewed at lower rates, our ability to attract new tenants for certain facilities, purchase option exercises that reduce revenue and our ability to sell certain facilities for their book value; the amount and yield of any additional investments and risks associated with acquisitions, including our ability to identify and complete favorable transactions, delays or failures in obtaining third party consents or approvals, the failure to achieve perceived benefits, unexpected costs or liabilities and

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potential litigation; risks associated with development, including our ability to obtain financing, delays or failures in obtaining necessary permits and authorizations, the failure to achieve original project estimates and our limited history in conducting ground-up development projects; access to the capital markets and the cost and availability of capital; changes in the ratings of our debt securities; our level of indebtedness; the effect of economic and market conditions and changes in interest rates; maintaining compliance with our debt covenants and restrictions imposed by such covenants; the possibility that we could be required to repurchase some of our senior notes; increased competition in our business sector; adverse trends in the healthcare industry; tenant regulatory and licensing requirements and the effect of healthcare reform legislation or government regulations, including changes in the reimbursement levels under the Medicare and Medicaid programs; our ability to retain key personnel; changes in or inadvertent violations of tax laws and regulations and other factors that can affect our status as a real estate investment trust; and other factors discussed from time to time in our news releases, public statements and/or filings with the Securities and Exchange Commission, especially the “Risk Factors” sections of our Annual and Quarterly Reports on Forms 10-K and 10-Q. Forward-looking information is provided by us pursuant to the safe harbor established under the Private Securities Litigation Reform Act of 1995 and should be evaluated in the context of these factors. We disclaim any intent or obligation to update these forward-looking statements.

Contact:
Abdo H. Khoury
Chief Financial and Portfolio Officer
Nationwide Health Properties, Inc.
(949) 718-4400

***Financial Tables to Follow***

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NATIONWIDE HEALTH PROPERTIES, INC.
CONSOLIDATED INCOME STATEMENTS
(In thousands, except per share data)
(Unaudited)

	Three Months Ended March 31,
	2011		2010
Revenue:
Triple-net lease rent	$	82,271	$	72,200
Medical office building operating rent		29,515		21,685
		111,786		93,885
Interest and other income		10,588		6,963
		122,374		100,848
Expenses:
Interest expense		22,771		23,590
Depreciation and amortization		38,674		31,290
General and administrative		7,365		6,980
Merger and acquisition costs		5,097		1,443
Medical office building operating expenses		10,358		8,647
		84,265		71,950
Operating income		38,109		28,898
Income from unconsolidated joint ventures		1,465		1,347
Gain on debt extinguishment		—		75
Income from continuing operations		39,574		30,320
Discontinued operations:
Gains on sale of facilities, net		10,607		22
Income from discontinued operations		133		897
		10,740		919
Net income		50,314		31,239
Net loss attributable to noncontrolling interests		237		190
Net income available to NHP common stockholders	$	50,551	$	31,429
Basic earnings per share (EPS):
Income from continuing operations attributable to NHP common stockholders	$	0.31	$	0.26
Discontinued operations attributable to NHP common stockholders		0.09		0.01
Net income attributable to NHP common stockholders	$	0.40	$	0.27
Diluted EPS:
Income from continuing operations attributable to NHP common stockholders	$	0.31	$	0.25
Discontinued operations attributable to NHP common stockholders		0.08		0.01
Net income attributable to NHP common stockholders	$	0.39	$	0.26
Weighted average shares outstanding for EPS:
Basic		126,474		117,048
Diluted		128,980		119,463

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NATIONWIDE HEALTH PROPERTIES, INC.
RECONCILIATIONS OF NET INCOME TO NON-GAAP FINANCIAL MEASURES
(In thousands, except per share data)
(Unaudited)

Reconciliation of Net Income to Adjusted Diluted FFO

	Three Months Ended March 31,
	2011			2010
Net income	$	50,314		$	31,239
Net loss attributable to noncontrolling interests		237			190
Real estate related depreciation and amortization		38,248			31,545
Depreciation in income from unconsolidated joint ventures		1,182			1,239
Deferred gain recognition		(471	)		—
Gains on sale of facilities, net		(10,607	)		(22	)
Diluted FFO		78,903			64,191
Merger and acquisition costs		5,097			1,443
Gain on debt extinguishment		—			(75	)
Gain on re-measurement of equity interest upon acquisition, net		—			(620	)
Adjusted diluted FFO	$	84,000		$	64,939
Weighted average shares outstanding for diluted FFO:
Diluted weighted average shares outstanding (1)		129,129			119,600
Series B preferred stock conversion add-back if not already converted		—			310
Fully diluted weighted average shares outstanding		129,129			119,910
Diluted FFO per share	$	0.61		$	0.54
Adjusted diluted FFO per share	$	0.65		$	0.54
Dividends declared per common share	$	0.48		$	0.44
Adjusted diluted FFO payout ratio		74	%		81	%
Adjusted diluted FFO coverage		1.35			1.23

(1) Diluted weighted average shares outstanding includes the effect of all participating and non-participating share-based payment awards which for us consists of stock options and other share-based payment awards if the effect is dilutive. The dilutive effect of all share-based payment awards is calculated using the treasury stock method. Additionally, our redeemable OP units are included as if converted to common stock on a one-for-one basis.

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NATIONWIDE HEALTH PROPERTIES, INC.
RECONCILIATIONS OF NET INCOME TO NON-GAAP FINANCIAL MEASURES
(In thousands, except per share data)
(Unaudited)

Reconciliation of Net Income to Adjusted Diluted FAD

	Three Months Ended March 31,
	2011			2010
Net income	$	50,314		$	31,239
Net loss attributable to noncontrolling interests		237			190
Real estate related depreciation and amortization		38,248			31,545
Deferred gain recognition		(471	)		—
Gains on sale of facilities, net		(10,607	)		(22	)
Straight-lined rent		(2,300	)		(1,687	)
Amortization of intangible assets and liabilities		132			(59	)
Non-cash stock-based compensation expense		1,776			1,594
Deferred financing cost amortization		635			845
Lease commissions and tenant and capital improvements		(1,981	)		(637	)
Unconsolidated joint ventures:
Real estate related depreciation and amortization		1,182			1,239
Straight-lined rent		9			(1	)
Deferred finance cost amortization		25			21
Diluted FAD		77,199			64,267
Merger and acquisition costs		5,097			1,443
Gain on extinguishment of debt		—			(75	)
Gain on re-measurement of equity interest upon acquisition, net		—			(620	)
Adjusted diluted FAD	$	82,296		$	65,015
Weighted average shares outstanding for diluted FAD:
Diluted weighted average shares outstanding (1)		129,129			119,600
Series B preferred stock add-back if not already converted		—			310
Fully diluted weighted average shares outstanding		129,129			119,910
Diluted FAD per share	$	0.60		$	0.54
Adjusted diluted FAD per share	$	0.64		$	0.54
Dividends declared per common share	$	0.48		$	0.44
Adjusted diluted FAD payout ratio		75	%		81	%
Adjusted diluted FAD coverage		1.33			1.23

(1) Diluted weighted average shares outstanding includes the effect of all participating and non-participating share-based payment awards which for us consists of stock options and other share-based payment awards if the effect is dilutive. The dilutive effect of all share-based payment awards is calculated using the treasury stock method. Additionally, our redeemable OP units are included as if converted to common stock on a one-for-one basis.

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NATIONWIDE HEALTH PROPERTIES, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)

	March 31,			December 31,
	2011			2010
	(unaudited)
Assets
Investments in real estate:
Land	$	342,161		$	339,534
Buildings and improvements		3,796,893			3,679,745
Development in progress		21,866			17,827
		4,160,920			4,037,106
Less accumulated depreciation		(701,717	)		(670,601	)
		3,459,203			3,366,505
Mortgage loans receivable, net		262,675			289,187
Investments in unconsolidated joint ventures		41,875			42,582
Net real estate related investments		3,763,753			3,698,274
Cash and cash equivalents		51,207			59,591
Receivables, net		9,432			8,336
Assets held for sale		4,946			5,150
Intangible assets		155,383			163,238
Other assets		169,124			158,035
Total assets	$	4,153,845		$	4,092,624
Liabilities and Equity
Unsecured senior credit facility	$	245,000		$	175,000
Senior notes		991,633			991,633
Notes and bonds payable		365,164			362,624
Accounts payable and accrued liabilities		147,036			151,069
Total liabilities		1,748,833			1,680,326
Redeemable OP unitholder interests		92,575			79,188
Equity:
NHP stockholders’ equity:
Common stock		12,662			12,625
Capital in excess of par value		2,505,565			2,516,397
Cumulative net income		1,899,596			1,849,045
Accumulated other comprehensive income		9,840			8,614
Cumulative dividends		(2,148,141	)		(2,086,854	)
Total NHP stockholders’ equity		2,279,522			2,299,827
Noncontrolling interests		32,915			33,283
Total equity		2,312,437			2,333,110
Total liabilities and equity	$	4,153,845		$	4,092,624

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EX-99.2

Exhibit 99.2

Supplemental Information March 31, 2011

Disclaimer Certain information contained in this presentation includes forward-looking statements. Forward-looking statements include statements regarding our expectations, beliefs, intentions, plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements which are not statements of historical facts. These statements may be identified, without limitation, by the use of forward-looking terminology such as "may," "will," "anticipates," "expects," "believes," "intends," "should" or comparable terms or the negative thereof. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those described in the statements. Risks and uncertainties associated with our business include (without limitation) the following: risks related to the proposed merger with Ventas, Inc.; deterioration in the operating results or financial condition, including bankruptcies, of our tenants or other significant operators in the healthcare industry; non- payment or late payment of rent, interest or loan principal amounts by our tenants; the ability of our tenants to pay contractual rent and/or interest escalations in future periods; the ability of our tenants to obtain and maintain adequate liability and other insurance and potential underinsured or uninsured losses; occupancy levels at certain facilities; our reliance on one tenant for a significant percentage of our revenues; risks associated with real estate ownership, including the illiquid nature of real estate and the real estate market, maintenance and repair costs, potential liability under environmental laws, leases that are not renewed or are renewed at lower rates, our ability to attract new tenants for certain facilities, purchase option exercises that reduce revenue and our ability to sell certain facilities for their book value; the amount and yield of any additional investments and risks associated with acquisitions, including our ability to identify and complete favorable transactions, delays or failures in obtaining third party consents or approvals, the failure to achieve perceived benefits, unexpected costs or liabilities and potential litigation; risks associated with development, including our ability to obtain financing, delays or failures in obtaining necessary permits and authorizations, the failure to achieve original project estimates and our limited history in conducting ground-up development projects; access to the capital markets and the cost and availability of capital; changes in the ratings of our debt securities; our level of indebtedness; the effect of economic and market conditions and changes in interest rates; maintaining compliance with our debt covenants and restrictions imposed by such covenants; the possibility that we could be required to repurchase some of our senior notes; increased competition in our business sector; adverse trends in the healthcare industry; tenant regulatory and licensing requirements and the effect of healthcare reform legislation or government regulations, including changes in the reimbursement levels under the Medicare and Medicaid programs; our ability to retain key personnel; changes in or inadvertent violations of tax laws and regulations and other factors that can affect our status as a real estate investment trust; and other factors discussed from time to time in our news releases, public statements and/or filings with the Securities and Exchange Commission, especially the "Risk Factors" sections of our most recent Annual and Quarterly Reports on Forms 10-K and 10-Q. Forward-looking information is provided by us pursuant to the safe harbor established under the Private Securities Litigation Reform Act of 1995 and should be evaluated in the context of these factors. We disclaim any intent or obligation to update these forward-looking statements.

Contents Consolidated Income Statements Reconciliation of Net Income to Funds from Operations (FFO) Reconciliation of Net Income to Funds Available for Distribution (FAD) Consolidated Balance Sheets Other Assets Capitalization Debt Maturities and Debt Composition Debt Covenants: Credit Facility & Bond Covenants Interest Coverage Unconsolidated Joint Venture Financial Statements - Financial Measures Definitions 1st Quarter 2011 Investments Rent Loss from Dispositions and Lease Restructuring Projected Funding Obligations through 2013 Development Projects Triple-Net Lease Expirations and Mortgage Loans Receivable Principal Payments Portfolio Summary Consolidated Portfolio Performance Metrics-Same Store and Total by Asset Type Consolidated Non-Stabilized Portfolio Performance by Asset Type Tenant Benchmarks Geographic Benchmarks Unconsolidated JV Portfolio Performance Metrics Medical Office Building Portfolio Performance Metrics Medical Office Building Portfolio Geographic Benchmarks Medical Office Building Lease Expirations and Mortgage Loan Receivable Principal Payments Medical Office Building Leasing Activity - Portfolio Performance Measures Definitions FINANCIAL RESULTS INVESTMENTS & DISPOSITIONS PORTFOLIO OVERVIEW COMPANY FACT SHEET 3 4 23 31

Company Fact Sheet REIT structure provides opportunity to invest directly in real estate and indirectly in healthcare industry Quality healthcare real estate portfolio Long-term triple-net master leases with quality operators Strong affiliations with premiere hospital systems in growing medical office building markets Senior housing care a vital component of U.S. economy High dividend yield and high dividend coverage Financial stability Well positioned to take advantage of investment opportunities and to conservatively grow earnings and dividends NHP is one of the few healthcare REITs with investment grade ratings by Fitch, Moody's, and Standard & Poors. Nationwide Health Properties, Inc. (NHP), incorporated in October 1985, is a publicly traded real estate investment trust (REIT) that invests in senior housing facilities, long-term care facilities and medical office buildings throughout the United States. NHP generally acquires real estate and then leases the assets under long-term triple-net master leases to senior housing and long-term care operators and various types of leases to multiple tenants in the case of medical office buildings. As a REIT specializing in healthcare real estate, NHP provides a focused investment strategy with a well diversified portfolio. NHP employs a conservative, long-term approach to real estate investments with an experienced professional management team having extensive operating, real estate and finance backgrounds. $5.2 billion in healthcare real estate 669 properties in 42 states 275 Assisted and Independent Living 203 Skilled Nursing 135 Medical Office Buildings 18 Other 34 Unconsolidated JV Facilities 3 Development Projects 1 Asset Held for Sale Over 80 multi-facility tenants Market Facts Enterprise Value $7.2 billion Closing Price $42.53 Market Capitalization $5.5 billion Dividend & Yield $1.92 (4.5%) 52 week range $30.91 - $44.05 Shares & OP Units 128.8 million Company Profile Investor Highlights Our Portfolio WI (5%) WA (6%) CA (17%) TX (15%) Credit Ratings Fitch BBB (stable) Moody's Baa2 (stable) S&P BBB (negative) as of March 31, 2011 as of March 31, 2011 FL (6%) *Based on Investment.

FINANCIAL RESULTS

Consolidated Income Statements

Reconciliation of Net Income to Funds From Operations (FFO) See Financial Measures Definitions

Reconciliation of Net Income to Funds Available for Distribution (FAD) See Financial Measures Definitions

Consolidated Balance Sheets

Other Assets

Capitalization See Financial Measures Definitions

Capitalization (2) MOBs NHP/PMB 73 NHP/PMB Under Contruction 27 Equity Debt Investments 65 35 MrktCap TotDebt Investments 77 23 Undepreciated Book Basis Enterprise Value 65% Equity 35% Debt 77% Equity 23% Debt 73% 27% MOBs NHP/PMB 84 NHP/PMB Under Contruction 16 84% 16% Unsecured Secured Fixed Variable Debt Composition Based on total debt including NHP's share of unconsolidated joint venture See Financial Measures Definitions

Debt Maturities and Debt Composition

Debt Covenants

Credit Facility Covenants

Bond Covenants (Bonds Issued Prior to 2006)

New Bond Covenants (Bonds Issued After 2006)

Interest Coverage See Financial Measures Definitions

Unconsolidated Joint Venture Financial Statements - Balance Sheet

Unconsolidated Joint Venture Financial Statements - Income Statements

Financial Measures Definitions Adjusted Fixed Charge Coverage Ratio: We believe that the Adjusted Fixed Charge Coverage Ratio is an important supplemental liquidity measure that reflects a company's ability to meet its interest and preferred dividend payment obligations and allows investors to compare interest and dividend paying capabilities among different companies. We calculate the Adjusted Fixed Charge Coverage Ratio by dividing Adjusted EBITDA by Fixed Charges. In addition, credit rating agencies utilize similar ratios in evaluating the credit ratings on our debt instruments. This ratio's usefulness is limited by the same factors that limit the usefulness of the components Adjusted EBITDA and Fixed Charges. Our calculation of the Adjusted Fixed Charge Coverage Ratio should not be considered an alternative to the ratio of earnings to fixed charges as defined by Item 503(d) of Regulation S-K, and it may not be comparable to similar ratios reported by other companies. Adjusted Interest Coverage Ratio: We believe that the Adjusted Interest Coverage Ratio is an important supplemental liquidity measure that reflects a company's ability to meet its interest payment obligations and allows investors to compare interest paying capabilities among different companies. We calculate the Adjusted Interest Coverage Ratio by dividing Adjusted EBITDA by interest expense (including capitalized interest, if any). In addition, credit rating agencies utilize similar ratios in evaluating the credit ratings on our debt instruments. This ratio's usefulness is limited by the same factors that limit the usefulness of the component Adjusted EBITDA. Our calculation of the Adjusted Interest Coverage Ratio may not be comparable to similar ratios reported by other companies. EBITDA: We believe that EBITDA is an important supplemental operating and liquidity measure primarily because it is used in the calculation of Adjusted EBITDA which is in turn used in the calculation of the Adjusted Interest Coverage Ratio and the Adjusted Fixed Charge Coverage Ratio, and we present it solely for the purpose of being used in those calculations. EBITDA is calculated by adding interest, taxes, depreciation and amortization to net income. The real estate industry uses EBITDA as a non-GAAP measure of both operating performance and liquidity. We believe it is most useful as a liquidity measure in the ratio calculations noted above to enable investors to determine and compare a company's ability to meet its interest and Fixed Charges obligations. However, the methodology for calculating it makes net income the most directly comparable GAAP measure. As such, we believe investors should consider EBITDA, cash flows from operating activities and net income when evaluating our ability to meet our interest and Fixed Charges obligations. The usefulness of EBITDA is limited because it doesn't reflect, among other things, required principal payments, cash expenditures, capital expenditures or capital commitments. EBITDA does not represent net income or cash flows from operations as defined by GAAP and should not be considered as an alternative to either of those measures. Our calculation of EBITDA may not be comparable to similar measures reported by other companies. Adjusted EBITDA: Adjusted EBITDA is defined as EBITDA excluding impairments of assets, gains and losses from the sale of real estate and gains and losses other than those from the sale of real estate. Enterprise Value: Enterprise Value is a measure of a company's value. We calculate Enterprise Value as market equity capitalization plus debt. Market equity capitalization is calculated as the sum of (1) the number of shares of common stock and limited partnership units multiplied by the closing price of our common stock on the last day of the period presented and (2) the number of shares of Series B preferred stock multiplied by the closing price of our Series B preferred stock on the last day of the period presented. Consolidated Enterprise Value includes our market equity capitalization, noncontrolling interests and consolidated debt, less cash and cash equivalents. Total Enterprise Value includes our market equity capitalization, noncontrolling interests, and consolidated debt, less cash and cash equivalents and our share of the debt of our unconsolidated joint ventures, less our share of the cash and cash equivalents of our unconsolidated joint ventures.

Financial Measures Definitions (2) FAD and FFO Payout Ratio and Coverage: The Payout Ratio is calculated by dividing the common dividend per share by diluted FAD or FFO per share for any given period. Coverage is calculated by dividing diluted FAD or FFO per share by the common dividend per share for any given period. We believe that these amounts are important supplemental liquidity measures that enable investors to compare dividend security among REITs. Fixed Charges: Fixed Charges is a measure of the total interest and preferred stock dividend obligations of a company. It is calculated by adding interest expense (including capitalized interest, if any) and preferred stock dividends for any given period and is utilized in calculating the Adjusted Fixed Charge Coverage Ratio. It's usefulness is limited as, among other things, it does not include required principal payments or any other contractual obligations a company may have. Our calculation of Fixed Charges should not be considered an alternative to fixed charges as defined by Item 503(d) of Regulation S-K, and it may not be comparable to Fixed Charges reported by other companies. Funds Available for Distribution ("FAD"): While net income and its related per share amounts, as defined by accounting principles generally accepted in the United States ("GAAP"), are the most appropriate earnings measures, we believe that FAD and the related per share amounts are important non-GAAP supplemental measures of operating performance. GAAP requires the use of straight- line depreciation of historical costs and implies that real estate values diminish predictably and ratably over time. However, real estate values have historically risen and fallen based on various market conditions and other factors. FFO was developed as a supplemental measure of operating performance primarily in order to exclude historical cost-based depreciation and amortization and its effects as it does not generally reflect the actual change in value of real estate over time. FAD was developed as a supplemental measure of operating performance primarily to exclude non-cash revenues and expenses that are included in FFO. FAD is defined as net income (computed in accordance with GAAP) excluding gains and losses from the sale of real estate plus real estate related depreciation and amortization, plus or minus straight-lined rent (plus cash in excess of rent or minus rent in excess of cash), plus or minus amortization of above or below market lease intangibles, plus non- cash stock based compensation, plus deferred financing cost amortization plus any impairments minus lease commissions, tenant improvements and capital improvements paid. The same adjustments are made to reflect our share of these same items from unconsolidated joint ventures. We believe that the use of FAD and the related per share amounts in conjunction with the required GAAP disclosures provides investors with a more comprehensive understanding of the operating results of a real estate investment trust ("REIT") and enables investors to compare the operating results between REITs without having to account for differences caused by different depreciation assumptions and different non-cash revenues and expenses. Additionally, FAD is used by us and widely used by industry analysts as a measure of operating performance for equity REITs. Our calculations of FAD and the related per share amounts presented herein may not be comparable to similar measures reported by other REITs that do not use the same definitions as we do for these terms. These supplemental reporting measures should not be considered as alternatives to net income (a GAAP measure) as primary indicators of our financial performance or as alternatives to cash flow from operating activities (a GAAP measure) as primary measures of our liquidity, nor are these measures necessarily indicative of sufficient cash flow to satisfy all of our liquidity requirements. Adjusted FAD: Adjusted FAD is defined as FAD excluding merger and acquisition costs and gains and losses other than those from the sale of real estate. Funds From Operations ("FFO"): While net income and its related per share amounts, as defined by accounting principles generally accepted in the United States ("GAAP"), are the most appropriate earnings measures, we believe that FFO and the related per share amounts are important non-GAAP supplemental measures of operating performance. GAAP requires the use of straight- line depreciation of historical costs and implies that real estate values diminish predictably and ratably over time. However, real estate values have historically risen and fallen based on various market conditions and other factors. FFO was developed as a supplemental measure of operating performance primarily in order to exclude historical cost-based depreciation and amortization and its effects as it does not generally reflect the actual change in value of real estate over time. We calculate

Financial Measures Definitions (3) FFO in accordance with the National Association of Real Estate Investment Trusts' definition. FFO is defined as net income (computed in accordance with GAAP) excluding gains and losses from the sale of real estate plus real estate related depreciation and amortization. The same adjustments are made to reflect our share of these same items from unconsolidated joint ventures. We believe that the use of FFO and the related per share amounts in conjunction with the required GAAP disclosures provides investors with a more comprehensive understanding of the operating results of a real estate investment trust ("REIT") and enables investors to compare the operating results between REITs without having to account for differences caused by different depreciation assumptions. Additionally, FFO is used by us and widely used by industry analysts as a measure of operating performance for equity REITs. Our calculations of FFO and the related per share amounts presented herein may not be comparable to similar measures reported by other REITs that do not define FFO in accordance with the NAREIT definition, interpret that definition differently than we do or that do not use the same definitions as we do for such terms. These supplemental reporting measures should not be considered as alternatives to net income (a GAAP measure) as primary indicators of our financial performance or as alternatives to cash flow from operating activities (a GAAP measure) as primary measures of our liquidity, nor are these measures necessarily indicative of sufficient cash flow to satisfy all of our liquidity requirements. Adjusted FFO: Adjusted FFO is defined as FFO excluding impairments of assets, merger and acquisition costs and gains and losses other than those from the sale of real estate.

INVESTMENTS & DISPOSITIONS

1st Quarter 2011 Investments

ALF ACQUISITION | Milestone Retirement Communities (March 2011) ALF ACQUISITION | Milestone Retirement Communities (March 2011)

SNF ACQUISITION | The McGuire Group, Inc. (January 2011) SNF ACQUISITION | The McGuire Group, Inc. (January 2011) *Excludes $12 million contingent purchase price expected to be paid within the next two years at which time rent would be earned on such additional investment.

Rent Loss from Dispositions and Lease Restructuring

Projected Funding Obligations through 2013 (as of March 31, 2011)

Development Projects

Triple-Net Lease Expirations and Mortgage Loans Receivable Principal Payments

PORTFOLIO OVERVIEW

Portfolio Summary

Portfolio Performance Summary

Portfolio Overview Private Pay Medicare Medicaid Investments 71 11 18 Asset Type Pay Source Locations Tenant/Operator (based on investment) (based on investment*) (based on revenue) *Investment includes all asset types Private Pay 71% Medicaid 18% Medicare 11% Skilled Assissted Other MOBs Investments 28 41 5 26 Independent and Assisted Living 41% Skilled Nursing 28% MOBs 26% Other 5% WA (6%) CA (17%) WI (5%) TX (15%) Top 5 = 32% Top 10 = 44% Top 15 = 52% FL (6%)

Consolidated Portfolio Performance by Asset Type

Consolidated Portfolio Performance

Consolidated Non-Stabilized Portfolio Performance by Asset Type

Tenant Concentration

Geographic Performance Metrics

Geographic Performance Metrics - ALF

Geographic Performance Metrics - SNF

SNF Performance Metrics

Portfolio Performance Summary | Asset Class Composition Trends (by Investment)

Portfolio Performance Summary | Private Pay Composition Trends (by Revenue)

Portfolio Performance Summary | Top Tenant Concentration Trends (by Revenue)

Unconsolidated JV Portfolio Performance Metrics

Medical Office Building Portfolio Performance Metrics

Medical Office Building Portfolio - Geographic Performance Metrics

Medical Office Building Lease Expirations and Mortgage Loan Receivable Principal Payments

Medical Office Building Leasing Activity

Portfolio Performance Measures Definitions Annualized Cash Rent/NOI: For our triple-net lease portfolio, Annualized Cash Rent is equal to the total cash rent due from our tenants based on the trailing twelve-month period, one month in arrears from the period presented. For our medical office building portfolio, Annualized NOI is equal to the actual year to date NOI for the period presented plus the forecasted NOI for the remainder of the calendar year. We use Annualized Cash Rent to calculate our EBITDARM, EBITDAR and EBITDAR - Capex coverages. Facility EBITDAR: Earnings before interest, taxes, depreciation, amortization and rent on an annualized basis. We believe EBITDAR is a good estimate of facility cash flows after payment of management fees. We use a standardized imputed management fee equal to 5% of the revenues our tenants or borrowers generate at each individual facility (Facility Revenue) which we believe represents typical management fees for our senior housing and long-term care portfolios. We receive periodic facility financial information from our tenants that we utilize to calculate EBITDAR. EBITDAR figures are based on the trailing twelve-month period, one month in arrears from the period presented. All facility financial information was derived solely from information provided by our tenants and borrowers, and we have not verified such information. We use EBITDAR to calculate the EBITDAR (cash flow) coverage for our portfolio. Facility EBITDAR Coverage: Annualized EBITDAR divided by Annualized Cash Rent. This ratio is a measure of a facility's ability to cover its cash rent obligations. EBITDAR Coverage of 1.0X would indicate the EBITDAR is just sufficient to pay the cash rent. The higher the coverage, the better able a facility is to meet its rent obligations. This is the mid-range coverage measure we utilize. Facility EBITDARM: Earnings before interest, taxes, depreciation, amortization, rent and management fees based on the trailing twelve-month period, one month in arrears from the period presented. We believe EBITDARM is a good estimate of facility cash flows before payment of management fees. We use a standardized imputed management fee equal to 5% of the revenues our tenants or borrowers generate at each individual facility (Facility Revenue) which we believe represents typical management fees for our senior housing and long-term care portfolios. We receive periodic facility financial information from our tenants that we utilize to calculate EBITDARM. All facility financial information was derived solely from information provided by our tenants and borrowers, and we have not verified such information. We use EBITDARM to calculate the EBITDARM (cash flow before management fee) coverage for our portfolio. Facility EBITDARM Coverage: Annualized EBITDARM divided by Annualized Cash Rent. This ratio is a measure of a facility's ability to cover its cash rent obligations assuming it doesn't have to pay its management fee. EBITDARM Coverage of 1.0X would indicate the EBITDARM is just sufficient to pay the cash rent. The higher the coverage, the better able a facility is to meet its rent obligations. This is the least restrictive coverage measure we utilize. Facility EBITDAR - Capex: Earnings before interest, taxes, depreciation, amortization and rent less minimum capital expenditures (capex) based on the trailing twelve-month period, one month in arrears from the period presented. We believe EBITDAR is a good estimate of facility cash flows after a reserve for minimum capital expenditures required to maintain a facility. We use a standardized imputed capital expenditure schedule in our calculations based on the type, size and age of each facility which we believe represents typical minimum capital expenditures for our senior housing and long-term care portfolios. We receive periodic facility financial information from our tenants that we utilize to calculate EBITDAR - Capex. All facility financial information was derived solely from information provided by our tenants and borrowers, and we have not verified such information. We use EBITDAR - Capex to calculate the EBITDAR - Capex (cash flow after reserves for minimum capex requirements) coverage for our portfolio. Facility EBITDAR - Capex Coverage: Annualized EBITDAR - Capex divided by Annualized Cash Rent. This ratio is a measure of a facility's ability to cover its cash rent obligations after it makes the minimum capital expenditures required to maintain the facility. EBITDAR - Capex Coverage of 1.0X would indicate the EBITDAR - Capex is just sufficient to pay the cash rent. The higher the coverage, the better able a facility is to meet its rent obligations. This is the most restrictive coverage measure we utilize. Annualized Facility Revenue: Except for medical office buildings, the revenue generated by each individual facility is based on the trailing twelve-month period, one month in arrears from the period presented. We receive periodic facility financial information from our tenants that we utilize to calculate Annualized Facility Revenue.

Portfolio Performance Measures Definitions (2) All facility financial information was derived solely from information provided by our tenants and borrowers, and we have not verified such information. Annualized Revenue: For medical office buildings, the revenue is equal to the actual year to date revenue for the period presented plus the forecasted revenue for the remainder of the calendar year. Gross Investment: We define Gross Investment as our total investment in a property which includes land, building, improvements, equipment as well as any other identifiable assets such as lease-up intangible assets, above market tenant and ground lease intangible assets (collectively "Intangible assets") included on our balance sheets and/or below market tenant and ground lease intangible liabilities included in the caption "Accounts payable and accrued liabilities" on our balance sheets. Monthly Revenue per Occupied Bed/Unit: For our senior housing and long-term care portfolio, monthly revenue per occupied bed or unit is derived by determining the revenue generated by each individual facility divided by the total number of actual resident days, each of which is based on the trailing twelve-month period, one month in arrears from the period presented, with the resulting quotient multiplied by 30.41667. All facility performance data was derived solely from information provided by our tenants and borrowers, and we have not verified such information. Occupancy: For our senior housing and long-term care portfolio, the occupancy reported is one month in arrears from the period presented and represents a facility's actual resident days (total number of beds or units occupied multiplied by the number of days in the period) divided by the total resident capacity (total number of beds or units in service for the period multiplied by the number of days in the period). For medical office buildings, facility occupancy reported is as of the period presented and represents the leased square feet divided by the total rentable square feet. All facility performance data was derived solely from information provided by our tenants, borrowers, and property managers, and we have not verified such information. NOI: Net operating income ("NOI") is a non-GAAP supplemental financial measure used to evaluate the operating performance of our facilities. We define NOI for our single tenant triple-net leases segment as rent revenues. For our multi-tenant leases segment, we define NOI as revenues minus medical office building operating expenses. In some cases, revenue for medical office buildings includes expense reimbursements for common area maintenance charges. NOI excludes interest expense, depreciation and amortization expense, general and administrative expense and discontinued operations. We present NOI as it effectively presents our portfolio on a "net" rent basis and provides relevant and useful information as it measures the operating performance at the facility level on an unleveraged basis. We use NOI to make decisions about resource allocations and to assess the property level performance of our properties. Furthermore, we believe that NOI provides investors relevant and useful information because it measures the operating performance of our real estate at the property level on an unleveraged basis. We believe that net income is the GAAP measure that is most directly comparable to NOI. However, NOI should not be considered as an alternative to net income as the primary indicator of operating performance as it excludes the items described above. Additionally, NOI as presented above may not be comparable to other REITs or companies as their definitions of NOI may differ from ours. Q-Mix: For our long-term care portfolio, Q-Mix (abbreviation for Quality-Mix) refers to the combination of a tenant's private and medicare revenues as a percentage of total revenues. As private and medicare rates are generally higher at long-term care facilities, tenants can often times improve margins by selectively targeting medicare and private-pay residents. As such, an increase in the Q-Mix generally results in a corresponding increase in a tenant's total revenues. Rentable Square Feet: For our medical office building portfolio, rentable square feet represents the area measured to the inside finished surface of the dominant portion of the permanent outer building walls, excluding any major vertical penetrations of the floor. An add-on or load factor is used to charge the tenant for a percentage of the common areas, so that the total rentable square footage for the building is equal to sum of each floor's rentable area.

Portfolio Performance Measures Definitions (3) Same Property (Performance): Results shown under the Same Property caption present the financial or other performance measures for only those facilities that were in our portfolio for more than twelve months at the end of all periods presented.