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

May 4, 2005

Date of Report (Date of earliest event reported)

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:

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

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

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

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

Item 2.02 Results of Operations and Financial Condition.

On May 4, 2005, we issued a press release, which sets forth our results of operations for the quarter ended March 31, 2005. A copy of the press release is attached hereto as Exhibit 99.1 and is 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 (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 8.01 Other Events.

On May 3, 2005, we acquired JER Senior Housing, LLC’s (“JER”) 75% interest in our joint venture, JER/NHP Senior Housing, LLC for approximately $121,000,000. As part of this transaction, we assumed JER’s share of the secured debt the joint venture had in place of approximately $45,000,000, resulting in a payment to JER of approximately $75,000,000, net of other costs and fees related to buying out their interest of approximately $1,000,000. As a result of this acquisition, we now own 100% of the 46 assisted living facilities leased to Alterra Healthcare Corporation under two cross-defaulted master leases with initial terms expiring in 2020. From the transaction date forward, the operations of JER/NHP Senior Housing, LLC will be consolidated with our other operations. A copy of the Notice of Option to Exercise Purchase Option Right Letter from Nationwide Health Properties, Inc. to JER Senior Housing, LLC, is attached hereto as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit Number	Description
10.1	Notice of Option to Exercise Purchase Option Right Letter from Nationwide Health Properties, Inc. to JER Senior Housing, LLC dated May 2, 2005
99.1	Press release dated May 4, 2005

SIGNATURES

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 4, 2005
	By:	/s/ Abdo H. Khoury
		Abdo H. Khoury Senior Vice President and Acting Chief Financial Officer

EX-10.1

Exhibit 10.1

Nationwide Health Properties, Inc.

610 Newport Center Drive, Suite 1150

Newport Beach, California 92660

May 2, 2005

Via Internet Mail and Federal Express

JER Senior Housing, LLC

c/o JER Partners

1650 Tysons Boulevard, Suite 1600

McLean, Virginia 22102

Attn: Gerald R. Best

RE: Notice of Exercise of Option to Purchase Membership Rights

Ladies and Gentlemen:

Reference is made to that certain Limited Liability Company Agreement of JER/NHP Senior Housing, LLC (the “Company”), dated as of August 28, 2001, entered into between Nationwide Health Properties, Inc. (“NHP”), and JER Senior Housing, LLC (“JER”), as amended by (i) that certain First Amendment to Limited Liability Company Agreement of the Company dated as of February 7, 2002, (ii) that certain Second Amendment to Limited Liability Company Agreement of the Company dated as of October 28, 2002, and (iii) that certain letter agreement (the “Letter Agreement”) dated as of April 22, 2005 (as amended, the “LLC Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the LLC Agreement.

In accordance with the terms of the Letter Agreement, this letter shall constitute written notice of NHP’s election to exercise its option to purchase all of JER’s Membership Rights in the Company, with the closing to occur on May 3, 2005 (the “Closing”).

NHP shall pay to JER a purchase price of One Hundred Twenty Million Seven Hundred Eighty-One Thousand Nineteen Dollars ($120,781,019), less the portion of the outstanding debt of the Company allocable to JER’s Membership Rights and as adjusted for applicable prorations under the terms of the LLC Agreement, all as reflected on the Closing Statement to be executed by NHP and JER. The net purchase price of $75,038,628.07 plus a distribution of income in the amount of $567,216.75 shall be paid to JER in immediately available funds at Closing in accordance with the following wire transfer instructions:

Bank Name:	Wachovia Bank, N.A.
	205 Church Street, New Haven CT
ABA Number:	0211-0110-8
Account Name:	JER Real Estate Partners II, L.P.
Account Number:	2000001593873
Reference:	JER/NHP

Page 2 - JER Senior Housing, LLC – May 2, 2005

In consideration for NHP’s agreement to complete the Closing on May 3, 2005, JER has agreed to waive the $5,000,000 non-refundable deposit which, pursuant to the Letter Agreement, would otherwise be due to JER contemporaneously with the delivery of this option exercise notice.

On or before the date of Closing, NHP shall execute and deliver to Sherry Meyerhoff Hanson & Crance LLP, as escrow holder, (i) two (2) original counterparts of the Assignment of Limited Liability Company Interest dated as of May 3, 2005 and in the form attached hereto as Exhibit A, and (ii) a notice letter from the Company to Red Capital providing Red Capital notice of the assignment of the Membership Rights as required by the Red Capital loan documents.

Please evidence your receipt of this option exercise notice and agreement to waive the $5,000,000 non-refundable deposit by signing a copy of this letter in the space indicated below and returning the same directly to my attention.

This letter may be executed in two or more counterparts, each of which shall be an original, but all of which shall constitute one and the same document. This letter and all notices, instructions, requests and other correspondence contemplated hereby may be delivered by facsimile.

Sincerely,
NATIONWIDE HEALTH PROPERTIES, INC.
By:	/s/ Donald D. Bradley
	Donald D. Bradley
	Senior Vice President and
	Chief Investment Officer
cc:	Douglas M. Pasquale
AGREED AND ACCEPTED:
JER SENIOR HOUSING, LLC,
a Delaware limited liability company
By:	/s/ Gerald R. Best
Name:	Gerald R. Best
Title:	Vice President

EXHIBIT A

FORM OF ASSIGNMENT OF LIMITED LIABILITY COMPANY INTEREST

ASSIGNMENT OF LIMITED LIABILITY COMPANY INTEREST

(JER/NHP Senior Housing, LLC)

For good and valuable consideration, receipt of which is hereby acknowledged, JER SENIOR HOUSING, LLC, a Delaware limited liability company (“Assignor”), and NATIONWIDE HEALTH PROPERTIES, INC., a Maryland corporation (“Assignee”), and intending to be legally bound:

Assignor, as the owner of 75% of the Member Percentage in the Membership Rights (the “Assignor Membership Interest”) in JER/NHP Senior Housing, LLC, a Delaware limited liability company (the “Company”), created pursuant to that certain Limited Liability Company Agreement of JER/NHP Senior Housing, LLC dated as of August 28, 2001 between Assignor and Assignee, as amended by (i) that certain First Amendment to Limited Liability Company Agreement of JER/NHP Senior Housing, LLC dated as of February 7, 2002, (ii) that certain Second Amendment to Limited Liability Company Agreement of JER/NHP Senior Housing, LLC dated as of October 28, 2002, and (iii) that certain letter agreement (the “Letter Agreement”) dated as of April 22, 2005 (collectively, the “LLC Agreement”), does hereby unconditionally and irrevocably sell, convey, grant, assign and transfer to Assignee all of Assignor’s legal, beneficial and other right, title and interest in and to the entirety of the Assignor Membership Interest in the Company, which includes, without limitation, all rights, interests and benefits of the holder of the Assignor Membership Interest pursuant to applicable law and under the LLC Agreement of the Company and the Articles of Organization of the Company, the right to vote on or participate in the management of the Company, and the right to distributions and allocations of profits, losses, gains, deductions and credits of the Company (the “Assigned Property”), to have and to hold the Assigned Property unto the Assignee, its successors and assigns, forever. Assignee hereby assumes and accepts from Assignor, all of Assignor’s rights, interests and benefits in and to the Assignor Membership Interest in the Company, and agrees to perform and be responsible for all of Assignor’s duties, liabilities, indemnities and obligations accruing on or after the date hereof, as member of the Company and the holder of the Assignor Membership Interest under the LLC Agreement.

Assignor hereby represents and warrants to Assignee that Assignor is the sole legal and beneficial owner of the Assigned Property with the full right and authority to transfer the Assigned Property to Assignee without any material encumbrance and, except for assignments which have been released, the Assigned Property has not been previously sold, assigned, transferred, encumbered or made subject to any lien.

Assignee hereby agrees to indemnify, defend and hold harmless Assignor (and its direct and indirect agents, employees, representatives, officers, directors, shareholders, members and partners) from and against all claims, losses, damages, cost, expense, demands, liabilities, obligations, liens, encumbrances, rights of action or attorneys’ fees that may arise on and after the date hereof with respect to the Company, the Assigned Property and any of the Projects (as defined in the LLC Agreement).

Assignor, for itself and its respective successors and assigns, hereby covenants and agrees that, without further consideration, at any time and from time to time after the date hereof, that it will execute and deliver to Assignee such further instruments of sale, conveyance, grant, assignment and transfer, and take such other action, all upon the reasonable request of Assignee, in order more effectively to sell, convey, grant, assign, transfer and deliver all or any portion of Assigned Property to Assignee, to assure and confirm to any other person the ownership of the Assigned Property by Assignee, and to permit Assignee to exercise any of the rights, licenses or privileges intended to be sold, conveyed, granted, assigned, transferred and delivered by Assignor to Assignee pursuant to this Assignment of Limited Liability Company Interest.

Assignee, for itself and its respective successors and assigns, hereby covenants and agrees that, without further consideration, at any time and from time to time after the date hereof, that it will execute and deliver to Assignor such further instruments and take such other action, all upon the reasonable request of Assignor, in order more effectively to carry out the provisions of this Assignment and the Letter Agreement.

This Assignment may be executed in any number of counterparts, each of which shall be considered an original but all of which, when taken together, shall constitute one and the same instrument. Facsimile signatures on this Assignment shall be considered the same as original signatures thereon.

IN WITNESS WHEREOF, Assignor and Assignee have executed and delivered this Assignment of Limited Liability Company Interest as of this 3^RD day of May, 2005.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]

SIGNATURE PAGE

ASSIGNMENT OF LIMITED LIABILITY COMPANY INTEREST

(JER/NHP Senior Housing, LLC)

“ASSIGNOR”

JER SENIOR HOUSING, LLC,

a Delaware limited liability company

By:

Name:

Title:

SIGNATURE PAGE

ASSIGNMENT OF LIMITED LIABILITY COMPANY INTEREST

(JER/NHP Senior Housing, LLC)

“ASSIGNEE”

NATIONWIDE HEALTH PROPERTIES, INC.,

a Maryland corporation

By:

Name:

Title:

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

CONTACT:	Abdo H. Khoury
	Senior Vice President & Acting CFO
	(949) 718-4400

NHP REPORTS FIRST QUARTER RESULTS AND

$146.1 MILLION OF NEW INVESTMENTS

(NEWPORT BEACH, California, May 4, 2005)… Nationwide Health Properties, Inc. (NYSE:NHP) today announced first quarter 2005 operating results and new investments totaling $146.1 million — $25.3 million for the first quarter (in addition to the previously announced $39.9 million transaction) and the $120.8 million buyout of JER’s interest in our joint venture that closed on May 3, 2005.

2005 FIRST QUARTER RESULTS

The following table presents selected financial results for the first quarter of 2005 as compared to 2004:

SELECTED FINANCIAL RESULTS

($ in thousands, except per share amounts)

Three Months Ended March 31

Item	2005		2004		Change
Revenues	$	51,441	$	40,981	$	10,460		25.5	%
Net Income	$	13,361	$	14,556	$	(1,195	)	(8.2	)%
Net Income Per Share	$	0.14	$	0.20	$	(0.06	)	(30.0	)%
FFO	$	22,374	$	23,248	$	(874	)	(3.8	)%
Diluted FFO Before Impairments	$	31,605	$	23,248	$	8,357		35.9	%
FFO Per Share	$	0.33	$	0.36	$	(0.03	)	(8.3	)%
Diluted FFO Per Share Before Impairments	$	0.44	$	0.36	$	0.08		22.2	%

Funds From Operation (FFO)

FFO is a non-GAAP measure that NHP believes is important to an understanding of its operations. A reconciliation between net income, the most directly comparable GAAP financial measure, and FFO is included in the accompanying financial data. We believe FFO is an important supplemental measure of operating performance because it excludes the effects of depreciation 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).

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Diluted FFO per share for the quarter was $0.33. Prior to impairments of $7,169,000 (and including the add-back of dividends on our convertible preferred stock that are dilutive at this level of FFO), FFO before such charges was $31,605,000, or $0.44 per share. The impairments totaling $7,169,000 consisted of an impairment of $7,019,000 related to a facility that will no longer be operated as a skilled nursing facility and a related receivable from the operator of such facility and $150,000 related to a land parcel that is held for sale. The results for the first quarter of 2005 include a separation charge of $585,000 related to payments under the separation agreement we entered into with our former CFO. The results for the first quarter of 2004 included the impact of a charge of $1,402,000 related to the retirement of our former CEO.

“We recently revisited our methodology for calculating FFO and decided to make a change to conform to the definition used by the National Association of Real Estate Investment Trusts (NAREIT),” said Acting Chief Financial Officer Abdo H. Khoury. “From this point forward we will only be adding back real estate related depreciation and amortization to arrive at FFO, as opposed to adding back all depreciation and amortization which was our prior practice. This will reduce our FFO per share by $0.01 in 2005. While this change causes a reduction in our FFO for the current period, our guidance for the year and all prior periods, the change is relatively consistent over time and does not change the historical trends in our FFO.”

NEW INVESTMENTS

First Quarter 2005. $25.3 million in addition to the previously announced $39.9 million transaction, for a first quarter total of $65.2 million.

Previously Announced Investment:

• On February 1, 2005, NHP acquired ten skilled nursing facilities in Missouri for a total investment of $39.9 million. The facilities have 814 beds ($49,000/bed) with an average age of 12 years. The initial yield on this acquisition/master leaseback transaction is 9.25% with CPI-based annual increases estimated at 2% and EBITDARM rent coverage of 2.8x.

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Additional Investments:

• In March 2005, NHP added two assisted living facilities to its master lease portfolio with Emeritus Corporation. The total investment was $14.3 million with the master lease initial yield of 9% and CPI-based annual increases estimated at 3%.

• Also in March 2005, NHP added two skilled nursing facilities (a 38-year old, 157-bed facility in Pennsylvania and an 18-year old, 150-bed facility in Texas) to two separate master leases with two different tenants for a total investment of $10.3 million. These acquisitions had a weighted average yield of 10.15%, both with CPI-based annual increases estimated at 2% and EBITDARM rent coverage of over 2x.

• We also paid $0.7 million as part of an earnout on one independent living facility acquired in May 2004 that yields 9.1% with CPI-based annual increases estimated at 2%.

Second Quarter 2005. On May 3, 2005, we acquired the entire interest of JER Senior Housing, LLC in our joint venture for $120.8 million. As a result, we now own all of the venture’s 46 assisted living & Alzheimer facilities that are master leased to and operated by Alterra Healthcare Corporation. The facilities have 1,552 units in 12 states and on average are eight years old. The cross-defaulted master leases have remaining initial terms expiring at the end of 2020, with current aggregate annual rent of $14.7 million and annual increases averaging 1.8% over the remaining term. Occupancy is over 85% (up from 79% in 2003) with rent coverage at over 1.2x backed by a $7.3 million security deposit and solid balance sheet. This brings NHP’s year-to-date completed investments to $186.0 million.

2005 OVERVIEW

“We are very excited to have acquired JER’s interest in our joint venture at what works out to be about a 9.1% cap rate on 2005 rent,” commented Douglas M. Pasquale, NHP’s President and Chief Executive Officer. “The joint venture has proven to be a very

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good investment for both our partner, JER, and NHP, with each of us enjoying a good return and accomplishing our objectives. After this transaction, our all-in investment in these properties is about $150 million ($96,500 per unit), with a blended yield of 9.84%. The properties, which the NHP/JER venture acquired just prior to Alterra’s largely pre-negotiated bankruptcy filing, as well as our entire Alterra portfolio have shown steady improvement in operations ever since the current management team led Alterra out of bankruptcy in 2003.”

“Our results for the First Quarter before impairment and separation charges closely paralleled our expectations. Although we are never pleased to have an asset impaired, we remain committed to conservatively record a diminution in value at the earliest appropriate time,” said Mr. Pasquale. “We are generally pleased with our portfolio and tenants’ performances, and remain cautiously optimistic that we will generally see continued improvement over the balance of this year.”

2005 GUIDANCE

We have modified our 2005 FFO guidance range excluding impairments to reflect the change in our methodology for calculating FFO and the separation charge in the first quarter. The change in the calculation of FFO to add back only real estate related depreciation and amortization instead of all depreciation and amortization consistent with the NAREIT definition causes a $0.01 reduction in our expected FFO per share and the separation charge results in an additional reduction of $0.01 per share. Our 2005 guidance range excluding impairments is between $1.70 per share and $1.76 per share based on a 2005 FFO guidance range of between $1.60 per share and $1.66 per share. Although management has reiterated its commitment to continue accretive acquisitions in 2005, this guidance incorporates no results from acquisitions besides the $65.2 million of

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acquisitions completed during the first quarter, nor does it incorporate the impact from any future capital transactions or any future impairments that might arise. While we would normally modify our guidance for completed investments, we will not do so now for our acquisition of JER’s interest in the joint venture pending the refinancing of our credit facility which has a post-acquisition balance of $335 million. This guidance also assumes asset sales with net proceeds during the year in a range of $50 million to $90 million. A reconciliation between net income, FFO and FFO before impairments for guidance purposes is included in the accompanying financial data.

CONFERENCE CALL INFORMATION

The Company has scheduled a conference call and webcast later today at 1:30 p.m. Pacific time in order to present the Company’s performance and operating results for the quarter ended March 31, 2005. The conference call is accessible by dialing (877) 356-5705 or by logging on to our website at www.nhp-reit.com. The earnings release and any additional financial information that may be discussed on the conference call will also be available at the same location on our website. A digitized replay of the conference call will be available from 4:30 p.m. PDT that day until midnight Wednesday, May 18, 2005. Callers can access the replay be dialing (800) 642-1687 or (706) 645-9291 and entering conference ID number 385326. Webcast replays will also be available on our website for at least 12 months following the conference call.

Nationwide Health Properties, Inc. is a real estate investment trust that invests in senior housing and long-term care facilities. The Company has investments in 423 facilities in 39 states. For more information on Nationwide Health Properties, Inc., visit our website at http://www.nhp-reit.com.

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###

Certain information contained in this news 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. All forward-looking statements included in this news release are based on information available to us on the date hereof. These statements speak only as of the date hereof, and we assume no obligation to update such forward-looking statements for any reason or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. These statements involve risks and uncertainties that could cause actual results to differ materially from those described in the statements. These risks and uncertainties include (without limitation) the following: deterioration in the operating results or financial condition, including bankruptcies, of our tenants; occupancy levels at certain facilities; changes in the ratings of our debt securities; access to the capital markets and the cost of capital; government regulations, including changes in the reimbursement levels under the Medicare and Medicaid programs; the general distress of the healthcare industry; the effect of economic and market conditions and changes in interest rates; the amount and yield of any additional investments; our ability to meet acquisition goals; the ability of our operators to repay deferred rent or loans in future periods; the ability of our operators to obtain and maintain adequate liability and other insurance; our ability to attract new operators for certain facilities; our ability to sell certain facilities for their book value; changes in or inadvertent violations of tax laws and regulations and other factors that can affect real estate investment trusts and our status as a real estate investment trust; and the risk factors described in our annual report on Form 10-K filed with the SEC on February 24, 2005.

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NATIONWIDE HEALTH PROPERTIES, INC.

STATEMENTS OF OPERATIONS

MARCH 31, 2005

(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

	Three Months Ended March 31,
	2005			2004
Revenues:
Rental income	$	48,946		$	37,804
Interest and other income		2,495			3,177
		51,441			40,981
Expenses:
Interest & amortization of deferred financing costs		14,586			12,622
Depreciation and amortization		13,339			10,423
General and administrative		3,901			3,867
Impairment of assets		7,019			—
		38,845			26,912
Income before unconsolidated entity		12,596			14,069
Income from unconsolidated joint venture		847			412
Income from continuing operations		13,443			14,481
Discontinued operations
Gain/(loss) on sale of facilities		33			—
Income/(loss) from discontinued operations		(115	)		75
		(82	)		75
Net income		13,361			14,556
Preferred stock dividends		(3,982	)		(1,919	)
Income available to common stockholders	$	9,379		$	12,637
Basic/diluted per share amounts available to common stockholders:
Income from continuing operations	$	0.14		$	0.19
Discontinued operations		—			0.01
Net income	$	0.14		$	0.20
Weighted average shares outstanding		67,053			64,796

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NATIONWIDE HEALTH PROPERTIES, INC.

BALANCE SHEETS

MARCH 31, 2005

(IN THOUSANDS)

	March 31, 2005			December 31, 2004
ASSETS
Investments in real estate:
Real estate properties
Land	$	193,790		$	187,666
Buildings and improvements		1,719,039			1,665,290
		1,912,829			1,852,956
Less accumulated depreciation		(316,225	)		(303,766	)
		1,596,604			1,549,190
Mortgage loans receivable, net		75,032			75,453
Investment in unconsolidated joint venture		12,076			12,747
		1,683,712			1,637,390
Cash and cash equivalents		9,184			8,473
Receivables		6,475			7,470
Assets held for sale		2,161			3,050
Other assets		49,459			53,728
	$	1,750,991		$	1,710,111
LIABILITIES AND STOCKHOLDERS’ EQUITY
Bank borrowings	$	246,000		$	186,000
Senior notes due 2006 - 2038		452,000			470,000
Notes and bonds payable		194,988			187,409
Accounts payable and accrued liabilities		53,353			50,876
Total liabilities		946,341			894,285
Stockholders’ equity:
Series A Preferred Stock		100,000			100,000
Series B Preferred Stock		106,450			106,450
Common stock		6,710			6,681
Capital in excess of par value		872,542			868,091
Cumulative net income		822,136			808,775
Cumulative dividends		(1,103,188	)		(1,074,171	)
Total stockholders’ equity		804,650			815,826
	$	1,750,991		$	1,710,111

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NATIONWIDE HEALTH PROPERTIES, INC.

SUPPLEMENTAL ANALYST INFORMATION

MARCH 31, 2005

RECONCILIATION OF NET INCOME TO FUNDS FROM OPERATIONS

(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

	Three Months Ended March 31,
	2005			2004
Net income	$	13,361		$	14,556
Preferred stock dividends		(3,982	)		(1,919	)
Real estate related depreciation and amortization		13,172			10,346
Depreciation in income from joint venture		186			188
(Gain)/loss on sale of facilities		(33	)		—
(Gain)/loss on sale of facility from joint venture		(330	)		77
Funds From Operations (“FFO”) available to common stockholders (1)		22,374			23,248
Impairments		7,169			—
FFO before impairments		29,543			23,248
Series B Preferred dividend add-back		2,062			—
Diluted FFO before impairments	$	31,605		$	23,248
Weighted average shares outstanding		67,053			64,796
Series B Preferred Stock add-back		4,681			—
Diluted weighted average shares outstanding		71,734			64,796
Basic/diluted per share amounts:
FFO	$	0.33		$	0.36
FFO before impairments	$	0.44		$	0.36

(1) We believe that funds from operations is an important supplemental measure of operating performance because it excludes the effect of depreciation and gains (losses) from sales of facilities (both of which are based on historical costs which may be of limited relevance in evaluating current performance). Additionally, funds from operations is widely used by industry analysts as a measure of operating performance for equity REITs. We therefore disclose funds from operations, although it is a measurement that is not defined by accounting principles generally accepted in the United States. We calculate funds from operations in accordance with the National Association of Real Estate Investment Trusts’ definition. Funds from operations does not represent cash generated from operating activities as defined by accounting principles generally accepted in the United States (funds from operations does not include changes in operating assets and liabilities and, therefore, should not be considered as an alternative to net income as the primary indicator of operating performance or to cash flow as a measure of liquidity).

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NATIONWIDE HEALTH PROPERTIES, INC.

SUPPLEMENTAL ANALYST INFORMATION

MARCH 31, 2005

PORTFOLIO COMPOSITION

EQUITY OWNERSHIP	96	%
MORTGAGE LOANS RECEIVABLE	4	%
	100	%
ASSISTED AND INDEPENDENT LIVING FACILITIES	55	%
SKILLED NURSING FACILITIES	37	%
CONTINUING CARE RETIREMENT COMMUNITIES	5	%
OTHER	3	%
	100	%

OWNED FACILITIES

	FACILITIES	INVESTMENT
ASSISTED & IND LIVING FACILITIES	167	$	1,081,382,000	$	79,760 PER UNIT
SKILLED NURSING FACILITIES	181		687,696,000	$	33,367 PER BED
CONTINUING CARE RETIREMENT COM.	6		76,613,000	$	65,092 PER BED/UNIT
SPECIALTY HOSPITALS	7		67,138,000	$	221,578 PER BED
	361	$	1,912,829,000
MORTGAGE LOANS RECEIVABLE
	FACILITIES	LOAN VALUE
SKILLED NURSING FACILITIES	13	$	47,437,000	$	25,422 PER BED
ASSISTED & IND LIVING FACILITIES	1		8,500,000	$	67,460 PER UNIT
CONTINUING CARE RETIREMENT COM.	1		19,095,000	$	44,614 PER BED/UNIT
	15	$	75,032,000

	2005		2004		2003
TOTAL RENT COVERAGE - MATURE FACILITIES
ASSISTED AND INDEPENDENT LIVING FACILITIES	1.3x		1.3x		1.3x
SKILLED NURSING FACILITIES	2.0x		1.9x		1.7x
CONTINUING CARE RETIREMENT COMMUNITIES	1.5x		1.6x		1.6x
OCCUPANCY - MATURE FACILITIES
ASSISTED AND INDEPENDENT LIVING FACILITIES	88	%	89	%	88	%
SKILLED NURSING FACILITIES	79	%	80	%	82	%
CONTINUING CARE RETIREMENT COMMUNITIES	92	%	89	%	89	%
PERCENT PRIVATE PAY AND MEDICARE
ASSISTED AND INDEPENDENT LIVING FACILITIES	100	%	100	%	100	%
SKILLED NURSING FACILITIES	41	%	34	%	31	%

10

NATIONWIDE HEALTH PROPERTIES, INC.

SUPPLEMENTAL ANALYST INFORMATION

MARCH 31, 2005

INVESTMENT BY OPERATOR

(excluding assets held for sale)

	NUMBER OF FACILITIES	INVESTMENT AMOUNT		PERCENT OF INVESTMENT		PERCENT OF REVENUES
ALTERRA HEALTHCARE CORPORATION	54	$	194,518,000	10	%	10	%
AMERICAN RETIREMENT CORPORATION*	16		186,656,000	9	%	10	%
EMERITUS CORPORATION*	23		179,467,000	9	%	7	%
ATRIA SENIOR LIVING GROUP	17		124,583,000	6	%	9	%
LAUREATE GROUP	8		105,921,000	5	%	4	%
BEVERLY ENTERPRISES, INC.*	28		99,985,000	5	%	7	%
EPOCH SENIOR LIVING, INC.	10		94,346,000	5	%	4	%
COMPLETE CARE SERVICES	35		73,336,000	4	%	4	%
LIFE CARE CENTERS OF AMERICA, INC.	10		61,389,000	3	%	3	%
SENIOR SERVICES OF AMERICA	9		60,533,000	3	%	2	%
AMERICAN SENIOR LIVING	10		58,888,000	3	%	3	%
NEXION HEALTH MANAGEMENT, INC.	17		48,757,000	3	%	3	%
HEALTHSOUTH CORPORATION*	2		45,645,000	2	%	2	%
THE NEWTON GROUP, LLC	4		42,422,000	2	%	2	%
LIBERTY HEALTHCARE	11		41,246,000	2	%	2	%
OTHER - PUBLIC COMPANIES	10		45,718,000	2	%	3	%
OTHER	112		524,451,000	27	%	25	%
	376	$	1,987,861,000	100	%	100	%
*  PUBLIC COMPANY
SECURITY DEPOSITS
BANK LETTERS OF CREDIT		$	40,914,000
CASH DEPOSITS			16,786,000
		$	57,700,000
CURRENT CAPITALIZATION
REVOLVING BANK LINE OF CREDIT (MATURES 4/07)		$	246,000,000	12	%
SENIOR DEBT			646,988,000	32	%
EQUITY (UNDEPRECIATED BOOK BASIS)			1,120,875,000	56	%
		$	2,013,863,000

DEBT COMPOSITION

	AMOUNT		WEIGHTED RATE
FIXED RATE	$	624,228,000	7.4%
FLOATING RATE	$	22,760,000	2.3%
FLOATING RATE REVOLVING BANK LINE OF CREDIT	$	246,000,000	5.75% Prime/3.95% LIBOR

CURRENT QUARTER ACQUISITIONS/EXPENDITURES

	FACILITIES	INVESTMENT
SKILLED NURSING FACILITIES	12	$50,229,000	$	44,807 PER BED
ASSISTED & IND LIVING FACILITIES	2	14,270,000	$	109,769 PER UNIT
EARNOUT	—	700,000
CAPITAL EXPENDITURES	—	1,668,000
	14	$66,867,000

11

NATIONWIDE HEALTH PROPERTIES, INC.

SUPPLEMENTAL ANALYST INFORMATION

MARCH 31, 2005

MEDIUM TERM NOTE MATURITIES

YEAR	AMOUNT			WEIGHTED RATE
Q4 2006		63,500,000		7.4	%
Q1 2007		25,000,000		7.4	%
Q2 2007		60,000,000		7.4	%
Q4 2007		55,000,000	(1)	6.9	%
Q1 2008		25,000,000		8.5	%
Q3 2008		40,000,000	(2)	6.6	%
Q4 2008		33,500,000	(3)	7.6	%
2009		50,000,000		7.8	%
2010		—		—
2011		—		—
2012		100,000,000		8.3	%
THEREAFTER		—		—
	$	452,000,000		7.6	%

(1) Includes $55,000,000 of 6.9% MTNs putable October of 2007, ‘09, ‘12, ‘17, ‘27 with a final maturity in 2037.

(2) Includes $40,000,000 of 6.59% MTNs putable July of 2008, ‘13, ‘18, ‘23, ‘28 with a final maturity in 2038.

(3) Includes $33,500,000 of 7.6% MTNs putable November of 2008, ‘13, ‘18, ‘23 with a final maturity in 2028.

NOTES AND BONDS PAYABLE MATURITIES

YEAR	AMOUNT		WEIGHTED RATE
Q3 2005	$	1,431,000	7.6	%
Q4 2005		13,124,000	7.6	%
2010		10,328,000	8.6	%
2011		5,932,000	7.7	%
2012		34,857,000	7.6	%
2013		43,401,000	6.0	%
2014		—	—
THEREAFTER		85,915,000	5.3	%
	$	194,988,000	6.3	%
LEASE EXPIRATIONS
YEAR	MINIMUM RENT		NUMBER OF FACILITIES
2005		3,250,000	6
2006		7,152,000	21
2007		6,316,000	14
2008		2,451,000	5
2009		3,148,000	8
2010		12,239,000	25
2011		4,828,000	15
2012		18,139,000	21
2013		15,240,000	31
2014		25,495,000	33
THEREAFTER		88,664,000	182
	$	186,922,000	361

12

NATIONWIDE HEALTH PROPERTIES, INC.

SUPPLEMENTAL ANALYST INFORMATION

MARCH 31, 2005

MORTGAGE LOAN RECEIVABLE PRINCIPAL PAYMENTS

YEAR	PRINCIPAL PAYMENTS		NUMBER OF FACILITIES
2005		626,000	—
2006		5,433,000	2
2007		9,191,000	1
2008		5,557,000	1
2009		859,000	—
2010		1,005,000	—
2011		4,993,000	2
2012		1,222,000	—
2013		9,850,000	—
2014		1,489,000	—
THEREAFTER		34,956,000	9
	$	75,181,000	15

JOINT VENTURE INFORMATION FOR THE PERIOD ENDED MARCH 31, 2005 (dollars in thousands)

NHP has a 25% interest in a joint venture that owns 46 assisted living facilities operated by Alterra. In addition to its

share of the income, NHP receives a management fee of 2.5% of the joint venture revenues. This fee is included in

general and administrative expense below.

INCOME STATEMENT
	Three Months Ended March 31, 2005
Rental income	$	3,681
Expenses:
Interest and amortization of deferred financing costs		1,096
Depreciation and amortization		740
General and administrative		169
		2,005
Income from continuing operations		1,676
Discontinued operations
Gain on sale		1,320
Income from discontinued operations		20
		1,340
Net income	$	3,016
BALANCE SHEET
ASSETS
Real estate:
Land	$	12,335
Buildings and improvements		103,413
		115,748
Less accumulated depreciation		(8,236	)
		107,512
Cash and cash equivalents		3,875
Other assets		792
	$	112,179
LIABILITIES AND EQUITY
Notes and bonds payable	$	60,315
Accounts payable and accr. liab.		3,557
Equity:
Capital Contributions		65,501
Distributions		(36,625	)
Cumulative net income		19,431
Total equity		48,307
	$	112,179

13

NATIONWIDE HEALTH PROPERTIES, INC.

SUPPLEMENTAL ANALYST INFORMATION

MARCH 31, 2005

RECONCILIATION OF 2005 NET INCOME GUIDANCE TO 2005 FFO GUIDANCE

	Low			High
Net income	$	1.41		$	1.28
Less: preferred dividends		(0.11	)		(0.11	)
Real estate related depreciation and amortization		0.70			0.71
Depreciation in joint venture		0.01			0.01
Less: gains on sale		(0.30	)		(0.12	)
Impairment of assets		(0.10	)		(0.10	)
Separation charge related to former CFO		(0.01	)		(0.01	)
Funds from operations		1.60			1.66
Impairment of assets		0.10			0.10
FFO before impairment and separation charges	$	1.70		$	1.76

RECONCILIATION OF FFO ACCORDING TO THE NAREIT DEFINITION TO PREVIOUSLY REPORTED FFO

	Year Ended December 31,
	2004			2003
Net income	$	74,822		$	53,442
Preferred stock dividends		(11,802	)		(7,677	)
Real estate related depreciation and amortization		47,541			42,966
Depreciation in income from joint venture		745			751
(Gain)/loss on sale of facilities		(3,750	)		2,725
(Gain)/loss on sale of facility from joint venture		116			—
FFO	$	107,672		$	92,207
FFO previously reported	$	108,298		$	92,728
Variance	$	(626	)	$	(521	)
Basic/Diluted FFO per share	$	1.63		$	1.66
Basic/Diluted FFO per share previously reported	$	1.64		$	1.67
Variance	$	(0.01	)	$	(0.01	)
Weighted average shares outstanding		66,211			55,654

14