SecProbe.io

May 25, 2012
 VIA E-Mail

Ms. Pamela Shelley-Kessler Executive Vice President and Chief Financial Officer LTC Properties, Inc. 2829 Townsgate Road, Suite 350 Westlake Village, California  91361

Re: LTC Properties, Inc.
  Form 10-K for the year  ended December 31, 2011
Filed on February 27, 2012 File No. 001-11314

Dear Ms. Pamela Shelley-Kessler:
We have reviewed your filings and have the following comments. In some of our
comments we may ask you to provide us with information so we may better understand your
disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circum stances, please tell us why in your response.

 After reviewing the information you provide  in response to these comments, we may
have additional comments.
 FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2011

 General

 1. Please include funds from operations in your fu ture Exchange Act periodic reports.  We
may have further comment.
 2. Please advise us whether management views net operating income and/or same property
net operating income as key performance indi cators.  We may have further comment.
 3. We note you indicate you have trip le net leases.  In future Ex change Act periodic reports,
please describe how you monitor tenant credit quality and identify any material changes
in quality.

Ms. Pamela Shelley-Kessler LTC Properties, Inc. May 25, 2012 Page 2

 Part I.

 Item 1. Business, page 2

 4. We note your disclosure on page 5 where you identify operators which accounted for
more than 10% of your 2011 rental income revenues.  In future Exchange Act periodic reports, please identify tenants which acc ount for 5% or more of your revenue.
 Item 2.  Properties, page 9

 5. In future Exchange Act periodic reports, pl ease include a schedule of lease expirations for
each of the next ten years stating (i) the numbe r of tenants whose leases will expire, (ii)
the total area in square feet covered by such  leases, (iii) the annua l rental represented by
such leases, and (iv) the per centage of gross annual rental  represented by such leases.
 Item 7. Management’s Discussion and Anal ysis of Financial Condition…, page 32

 6. In future Exchange Act periodic reports, please compare new rents on renewed leases to
prior rents.

7. In future Exchange Act periodic reports,  please disclose historical same property
occupancy trends.  Please also accompany th is disclosure with same property average
rent trends, as adjusted to reflect the impact  of tenant expense reimbursements and tenant
concessions, such as free rent.
 8. In future Exchange Act periodic reports, please expand your disclo sure of your leasing
activities, including a discussi on of the volume of new or re newed leases with average
rents or yields, as applicable.  Include the impact of tenant  improvement costs and leasing
commissions.  Please also provide this information on a per square foot basis.
 Balance Sheet Metrics, pages 37 – 39

 9. We note that for EBITDA purposes you subtract  gain on sale of assets, net from net
income.   It is not clear how this adjustment is consistent with the standard definition of
EBITDA.   Please clarify and/or revise future  periodic filings to la bel this measure as
“Modified” or “Adjusted” EBITDA.
 Contractual Obligations, page 47

 10. We note your contractual obligati ons table excludes the effects of interest.   In future
periodic filings please include disclosure that  discuss your cash requirements for interest
on your debt obligations or tell us why such di sclosure is not necessa ry.   Reference is
made to footnote 46 of SEC Interpretive Release 33-8350 “Interpr etation: Commission

Ms. Pamela Shelley-Kessler LTC Properties, Inc. May 25, 2012 Page 3

 Guidance Regarding Management's Discussion and Analysis of Financial Condition and
Results of Operations”
 Financial Statements and Notes

 Note 2 – Summary of Significant Accounting Policies

 Owned Properties, page 57

 11. Please disclose your capitalization policy.   Y our disclosure should address the types of
expenses that are potentially capitalized such as interest, taxes, sala ries and other general
and administrative expenses.  In addition, pl ease disclose the peri ods of capitalization
including a discussion of when  the capitalization period ends.  To the extent material,
please separately disclose and discuss the amounts related to interest and salaries
capitalized.   Lastly, on your statement of cash flows, please separately disclose the
amounts related to development and capital improvements separately from cash used to acquire properties.
 12. We note you allocate a portion of your purch ase price to acquired lease intangibles.
Please tell us and expand your disclosure in future periodic filings to discuss your
accounting policy for above and below market le ases.   For below market leases, please
tell us how you considered any fixed rate rene wal options into the calculation of the fair
value of the below market leas e intangibles and the period ov er which your below market
lease intangibles are amortize d.   Your response should also discuss how you determine
the likelihood that a lessee will execute a below-market lease renewal, and how you
consider the likelihood, if at all, in  determining the amortization period.
 Schedule III – Real Estate and A ccumulated Depreciation, pages 84 – 88

 13. In future periodic filings please provide th e aggregate cost for Federal income tax
purposes. Refer to endnote 6 contained within Rule 12-28 of Regulation S-X.
 FORM 10-Q FOR THE PERI OD ENDED MARCH 31, 2012

 Note 1 – General, page 7

 14. We note you have included all adjustments n ecessary for a fair presentation.   Please
clarify whether all adjustments are normal recu rring adjustments.   If so, please revise
future filings to provide a statement to that e ffect.   If not, please describe in appropriate
detail the nature and amount of any adjustments other than normal recurring adjustments.
Reference is made to Rule 10-01(b)(8) of Regulation S-X.
   We urge all persons who are responsible fo r the accuracy and adequ acy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of

Ms. Pamela Shelley-Kessler LTC Properties, Inc. May 25, 2012 Page 4

 1934 and all applicable Exchange Act rules requir e. Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filings;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filings; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Wilson K. Lee at (202) 551-3468 or Kevin Woody at (202) 551-3629 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact Sandra Hunter at ( 202) 551-3758 or me at (202) 551 -3655 with any other questions.
                                                                      Sincerely,
   /s/ Sonia Gupta Barros
          S o n i a  G u p t a  B a r r o s           S p e c i a l  C o u n s e l