780053--2/18/2009--NATIONWIDE_HEALTH_PROPERTIES

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{investment, property, distribution}

{tax, income, asset}

{loss, insurance, financial}

{loan, real, estate}

{debt, indebtedness, cash}

{cost, contract, operation}

{regulation, change, law}

{stock, price, operating}

{competitive, industry, competition}

{capital, credit, financial}

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{cost, regulation, environmental}

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RISKS RELATING TO OUR TENANTS The global financial crisis could adversely impact the financial condition of our tenants, which could impair our tenants ability to meet their obligations to us. The bankruptcy, insolvency or financial deterioration of our tenants could significantly delay our ability to collect unpaid rents or require us to find new operators for rejected facilities. Operators that fail to comply with governmental reimbursement programs such as Medicare or Medicaid, licensing and certification requirements, fraud and abuse regulations or new legislative developments may be unable to meet their obligations to us. Two of the operators of our facilities each account for more than 10% of our revenues. If these operators experience financial difficulties, or otherwise fail to make payments to us, our revenues may significantly decline. We may be unable to find another tenant for our properties if we have to replace Brookdale, Hearthstone or any of our other tenants. Because of the unique and specific improvements required for healthcare facilities, we may be required to incur substantial development and renovation costs to make certain of our properties suitable for other tenants, which could materially adversely affect our business, results of operations and financial condition. If our tenants are unable or unwilling to incur capital expenditures to maintain and improve our properties, our properties may cease to be competitive and our results of operations would be adversely impacted. Our tenants are faced with significant potential litigation and rising insurance costs that not only affect their ability to obtain and maintain adequate liability and other insurance, but also may affect their ability to pay their lease or mortgage payments and fulfill their insurance, indemnification and other obligations to us. Increased competition has resulted in lower revenues for some operators and may affect their ability to meet their payment obligations to us. RISKS RELATING TO US AND OUR OPERATIONS We are subject to particular risks associated with real estate ownership, which could result in unanticipated losses or expenses. We rely on external sources of capital to fund future capital needs, and continued turbulence in financial markets could impair our ability to meet maturing commitments or make future investments necessary to grow our business. Increasing consolidation at the operator or REIT level could increase competition and reduce our profitability. There is no assurance that we will make distributions in the future A downgrade of our credit rating could impair our ability to obtain additional debt financing on favorable terms, if at all, and significantly reduce the trading price of our common stock. We have now, and may have in the future, exposure to contingent rent escalators and floating interest rates, both of which can have the effect of reducing our profitability. We have now, and may have in the future, exposure related to our leases and loans secured by letters of credit, some of which are issued by banks that may be affected by the severely distressed housing and credit markets or other factors. The failure of one or more of our insurance carriers could adversely impact our business. Unforeseen costs associated with investments in new properties could reduce our profitability. We may recognize impairment charges or losses on the sale of certain facilities. We may face competitive risks related to reinvestment of sale proceeds. Our success depends in part on our ability to retain key personnel, and if we are not successful in succession planning for our senior management team our business could be adversely impacted. As owners of real estate, we are subject to environmental laws that expose us to the possibility of having to pay damages to the government and costs of remediation if there is contamination on our property. If the holders of our senior notes exercise their rights to require us to repurchase their securities, we may have to make substantial payments, incur additional debt or issue equity securities to finance the repurchase. Our debt instruments contain covenants that restrict our ability to engage in certain transactions and may impair our ability to respond to changing business and economic conditions. Our level of indebtedness may adversely affect our financial results. The market price of our common stock has fluctuated, and could fluctuate significantly. Holders of our outstanding preferred stock have rights that are senior to the rights of holders of our common stock, have significant influence over our affairs, and their interests may differ from those of our other stockholders. Compliance with changing government regulations may result in additional expenses. Our charter and bylaws and the laws of the state of our incorporation contain provisions that may delay, defer or prevent a change in control or other transactions that could provide stockholders with the opportunity to realize a premium over the then-prevailing market price for our common stock. RISKS RELATED TO OUR TAXATION AS A REIT If we fail to remain qualified as a REIT, we will be subject to tax as a regular corporation and could face a substantial tax liability, which would reduce the amount of cash available for distribution to our stockholders. Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends. Even if we remain qualified as a REIT, we may face other tax liabilities that reduce our cash flow. Complying with REIT requirements with respect to our TRS limits our flexibility in operating or managing certain properties through our TRS. Complying with REIT requirements may cause us to forgo otherwise attractive opportunities. Complying with REIT requirements may limit our ability to hedge effectively. Qualifying as a REIT involves highly technical and complex provisions of the Internal Revenue Code. Certain stock dividends paid by REITs may be treated as taxable dividends if each stockholder has an option to elect to receive his or her dividend in cash. New legislation or administrative or judicial action, in each instance potentially with retroactive effect, could make it more difficult or impossible for us to qualify as a REIT.

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780053--2/18/2009--NATIONWIDE_HEALTH_PROPERTIES_INC