10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2016

or

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

For the transition period from _______________ to _______________

Commission file number 1-11316

OMEGA HEALTHCARE INVESTORS, INC.

(Exact name of Registrant as specified in its charter)
Maryland	38-3041398
(State of incorporation)	(IRS Employer Identification No.)
200 International Circle, Suite 3500, Hunt Valley, MD 21030
(Address of principal executive offices)
(410) 427-1700
(Telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes  x                       No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes  x                       No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one:)

Large accelerated filer  x       Accelerated filer  ¨     Non-accelerated filer  ¨       Smaller reporting company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  ¨                       No  x

Indicate the number of shares outstanding of each of the issuer's classes of common stock as of November 4, 2016.

Common Stock, $.10 par value	195,142,685
(Class)	(Number of shares)

OMEGA HEALTHCARE INVESTORS, INC.

FORM 10-Q

September 30, 2016

TABLE OF CONTENTS

		Page No.
PART I	Financial Information
Item 1.	Financial Statements:
	Consolidated Balance Sheets September 30, 2016 (unaudited) and December 31, 2015	2
	Consolidated Statements of Operations (unaudited) Three and nine months ended September 30, 2016 and 2015	3
	Consolidated Statements of Comprehensive Income (unaudited) Three and nine months ended September 30, 2016 and 2015	4
	Consolidated Statement of Changes in Equity (unaudited) Nine months ended September 30, 2016	5
	Consolidated Statements of Cash Flows (unaudited) Nine months ended September 30, 2016 and 2015	6
	Notes to Consolidated Financial Statements September 30, 2016 (unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	51
Item 4.	Controls and Procedures	51
PART II	Other Information
Item 1.	Legal Proceedings	52
Item 1A.	Risk Factors	52
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	52
Item 6.	Exhibits	53

PART I – FINANCIAL INFORMATION

Item 1 - Financial Statements

OMEGA HEALTHCARE INVESTORS, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

	September 30,			December 31,
	2016			2015
	(Unaudited)
ASSETS
Real estate properties
Land and buildings	$	7,593,886		$	6,743,958
Less accumulated depreciation		(1,186,077	)		(1,019,150	)
Real estate properties – net		6,407,809			5,724,808
Investments in direct financing leases – net		597,779			587,701
Mortgage notes receivable		624,339			679,795
		7,629,927			6,992,304
Other investments		277,251			89,299
		7,907,178			7,081,603
Assets held for sale – net		91,210			6,599
Total investments		7,998,388			7,088,202
Cash and cash equivalents		32,567			5,424
Restricted cash		12,282			14,607
Accounts receivable – net		225,225			203,862
Goodwill		644,129			645,683
Other assets		69,772			61,231
Total assets	$	8,982,363		$	8,019,009
LIABILITIES AND EQUITY
Revolving line of credit	$	223,000		$	230,000
Term loans		1,100,000			750,000
Secured borrowings – net		55,271			236,204
Unsecured borrowings – net		3,055,368			2,352,882
Accrued expenses and other liabilities		361,596			333,706
Deferred income taxes		11,937			15,352
Total liabilities		4,807,172			3,918,144
Equity:
Common stock $.10 par value authorized – 350,000 shares, issued and outstanding – 195,136 shares as of September 30, 2016 and 187,399 as of December 31, 2015		19,514			18,740
Common stock – additional paid-in capital		4,827,877			4,609,474
Cumulative net earnings		1,614,678			1,372,522
Cumulative dividends paid		(2,587,841	)		(2,254,038	)
Accumulated other comprehensive loss		(52,170	)		(8,712	)
Total stockholders’ equity		3,822,058			3,737,986
Noncontrolling interest		353,133			362,879
Total equity		4,175,191			4,100,865
Total liabilities and equity	$	8,982,363		$	8,019,009

See notes to consolidated financial statements.

 2

OMEGA HEALTHCARE INVESTORS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

Unaudited

(in thousands, except per share amounts)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2016			2015			2016			2015
Revenue
Rental income	$	185,837		$	166,623		$	548,994		$	430,699
Income from direct financing leases		15,611			15,216			46,574			44,582
Mortgage interest income		15,996			17,195			53,973			51,336
Other investment income – net		7,194			2,940			16,800			6,488
Total operating revenues		224,638			201,974			666,341			533,105
Expenses
Depreciation and amortization		68,316			60,143			196,254			149,909
General and administrative		12,428			10,160			34,715			26,482
Acquisition and merger related costs		2,309			3,555			9,584			55,507
Impairment loss on real estate properties		17,275			1,743			58,726			14,641
(Recovery) provision for uncollectible mortgages, notes and accounts receivable		(3	)		301			3,967			292
Total operating expenses		100,325			75,902			303,246			246,831
Income before other income and expense		124,313			126,072			363,095			286,274
Other income (expense)
Interest income		157			5			169			205
Interest expense		(42,855	)		(38,169	)		(119,728	)		(108,776	)
Interest – amortization of deferred financing costs		(2,502	)		(1,857	)		(6,844	)		(5,036	)
Interest – refinancing costs		(1,815	)		-			(2,113	)		(8,361	)
Realized loss on foreign exchange		(222	)		-			(244	)		-
Total other expense		(47,237	)		(40,021	)		(128,760	)		(121,968	)
Income before gain (loss) on assets sold		77,076			86,051			234,335			164,306
Gain (loss) on assets sold – net		5,139			(2,391	)		19,931			6,411
Income from continuing operations before income taxes		82,215			83,660			254,266			170,717
Income taxes		(81	)		(406	)		(782	)		(945	)
Net income		82,134			83,254			253,484			169,772
Net income attributable to noncontrolling interest		(3,585	)		(3,852	)		(11,328	)		(5,890	)
Net income available to common stockholders	$	78,549		$	79,402		$	242,156		$	163,882
Income per common share available to common stockholders:
Basic:
Net income available to common stockholders	$	0.40		$	0.43		$	1.27		$	0.98
Diluted:
Net income	$	0.40		$	0.43		$	1.26		$	0.97
Dividends declared per common share	$	0.60		$	0.55		$	1.75		$	1.62
Weighted-average shares outstanding, basic		194,123			184,739			190,444			167,261
Weighted-average shares outstanding, diluted		204,078			195,183			200,528			174,824

See notes to consolidated financial statements.

 3

OMEGA HEALTHCARE INVESTORS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Unaudited

(in thousands)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2016			2015			2016			2015
Net income	$	82,134		$	83,254		$	253,484		$	169,772
Other comprehensive income (loss)
Foreign currency translation		(6,845	)		(6,789	)		(33,411	)		(3,950	)
Cash flow hedges		980			-			(12,094	)		-
Total other comprehensive income (loss)		(5,865	)		(6,789	)		(45,505	)		(3,950	)
Comprehensive income		76,269			76,465			207,979			165,822
Comprehensive income attributable to noncontrolling interest (1)		(3,329	)		(3,537	)		(9,282	)		(5,708	)
Comprehensive income attributable to common stockholders (1)	$	72,940		$	72,928		$	198,697		$	160,114

(1) The 2015 amounts have been adjusted to increase the comprehensive income attributable to the noncontrolling interest and decrease the comprehensive income attributable to common stockholders by $3.9 million and $5.9 million for the three and nine month periods, respectively.

See notes to consolidated financial statements.

 4

OMEGA HEALTHCARE INVESTORS, INC.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Unaudited

(in thousands, except per share amounts)

	Common Stock Par Value		Additional Paid-in Capital			Cumulative Net Earnings		Cumulative Dividends Paid			Accumulated Other Comprehensive Loss			Total Stockholders’ Equity			Noncontrolling interest			Total Equity
Balance at December 31, 2015 (187,399 common shares & 8,956 OP Units)	$	18,740	$	4,609,474		$	1,372,522	$	(2,254,038	)	$	(8,712	)	$	3,737,986		$	362,879		$	4,100,865
Grant of restricted stock to company directors (18 shares at $33.09 per share)		2		(2	)		—		—			—			—			—			—
Restricted stock expense		—		10,116			—		—			—			10,116			—			10,116
Payments for vesting of equity compensation plan (770 shares)		77		(23,480	)		—		—			—			(23,403	)		—			(23,403	)
Dividend reinvestment plan (6,870 shares at an average of $33.49 per share)		687		229,082			—		—			—			229,769			—			229,769
Grant of stock as payment of directors fees (8 shares at an average of $32.07 per share)		1		249			—		—			—			250			—			250
Deferred compensation directors		—		(111	)		—		—			—			(111	)		—			(111	)
Common dividends declared ($1.75 per share)		—		—			—		(333,803	)		—			(333,803	)		—			(333,803	)
Conversion of OP Units to Common stock (71 shares at $35.68 per share)		7		2,559			—		—			—			2,566			—			2,566
Redemption of OP Units (94 units)		—		(10	)		—		—			—			(10	)		(3,289	)		(3,299	)
OP units distributions		—		—			—		—			—			—			(15,738	)		(15,738	)
Foreign currency translation		—		—			—		—			(31,912	)		(31,912	)		(1,499	)		(33,411	)
Cash flow hedges		—		—			—		—			(11,546	)		(11,546	)		(548	)		(12,094	)
Net income		—		—			242,156		—			—			242,156			11,328			253,484
Balance at September 30, 2016 (195,136 shares & 8,862 OP Units)	$	19,514	$	4,827,877		$	1,614,678	$	(2,587,841	)	$	(52,170	)	$	3,822,058		$	353,133		$	4,175,191

See notes to consolidated financial statements.

 5

OMEGA HEALTHCARE INVESTORS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited (in thousands)

	Nine Months Ended September 30,
	2016			2015
Cash flows from operating activities
Net income	$	253,484		$	169,772
Adjustment to reconcile net income to cash provided by operating activities:
Depreciation and amortization		196,254			149,909
Provision for impairment on real estate properties		58,726			14,641
Provision for uncollectible mortgages, notes and accounts receivable		3,967			292
Amortization of deferred financing costs and refinancing costs		8,957			13,397
Accretion of direct financing leases		(8,999	)		(8,124	)
Stock-based compensation		10,116			6,682
Gain on assets sold – net		(19,931	)		(6,411	)
Amortization of acquired in-place leases - net		(10,957	)		(4,264	)
Change in operating assets and liabilities – net of amounts assumed/acquired:
Accounts receivable – net		203			315
Straight-line rent receivables		(29,959	)		(26,565	)
Lease inducements		1,942			347
Effective yield receivable on mortgage notes		(209	)		(3,159	)
Other operating assets and liabilities		(6,357	)		15,972
Net cash provided by operating activities		457,237			322,804
Cash flows from investing activities
Acquisition of real estate – net of liabilities assumed and escrows acquired		(959,748	)		(288,290	)
Cash acquired in merger		—			84,858
Investment in construction in progress		(44,113	)		(145,276	)
Investment in direct financing leases		(1,079	)		(6,793	)
Placement of mortgage loans		(27,895	)		(7,601	)
Proceeds from sale of real estate investments		64,746			41,541
Capital improvements to real estate investments		(31,408	)		(18,154	)
Proceeds from other investments		49,482			37,428
Investments in other investments		(242,999	)		(49,489	)
Collection of mortgage principal		58,149			1,025
Net cash used in investing activities		(1,134,865	)		(350,751	)
Cash flows from financing activities
Proceeds from credit facility borrowings		1,134,000			1,704,000
Payments on credit facility borrowings		(1,141,000	)		(1,239,000	)
Receipts of other long-term borrowings		1,048,173			1,588,124
Payments of other long-term borrowings		(180,934	)		(1,588,063	)
Payments of financing related costs		(11,770	)		(30,709	)
Escrow deposit for other long-term borrowing		—			(614,998	)
Receipts from dividend reinvestment plan		229,769			65,665
Payments for exercised options and restricted stock – net		(23,403	)		(26,168	)
Net proceeds from issuance of common stock		—			439,738
Dividends paid		(333,663	)		(253,105	)
Redemption of OP Units		(732	)		—
Distributions to OP Unit Holders		(15,738	)		(6,598	)
Net cash provided by financing activities		704,702			38,886
Increase in cash and cash equivalents		27,074			10,939
Effect of foreign currency translation on cash and cash equivalents		69			(109	)
Cash and cash equivalents at beginning of period		5,424			4,489
Cash and cash equivalents at end of period	$	32,567		$	15,319
Interest paid during the period, net of amounts capitalized	$	116,169		$	90,536

 6

Non-cash investing and financing activities:

	Nine Months Ended September 30,
	2016			2015
Non- cash investing activities
Non-cash acquisition of businesses (see Note 2 and Note 4 for details)	$	(60,079	)	$	(3,602,614	)
Non-cash surrender of mortgage (see Note 4 for details)		25,000			—
Non-cash surrender of other investment (see Note 2 for details)		5,500			—
Total	$	(29,579	)	$	(3,602,614	)
Non-cash financing activities
Assumed Aviv debt	$	—		$	1,410,637
Stock exchanged in merger		—			1,903,441
OP Units exchanged in merger		—			373,394
Purchase option buyout obligation (see Note 2 for details)		29,579			—
Change in fair value of cash flow hedges		12,094			—
Other unsecured long term borrowing (see Note 2 and Note 12 for details)		3,000			—
Total	$	44,673		$	3,687,472

See notes to consolidated financial statements.

 7

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Unaudited

September 30, 2016

NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Business Overview and Organization

Omega Healthcare Investors, Inc. (“Omega,” “we,” “our” or the “Company”) has one reportable segment consisting of investments in healthcare-related real estate properties located in the United States and the United Kingdom. Our core business is to provide financing and capital to the long-term healthcare industry with a particular focus on skilled nursing facilities (“SNFs”). Our core portfolio consists of long-term leases and mortgage agreements. All of our leases are “triple-net” leases, which require the tenants to pay all property-related expenses. Our mortgage revenue derives from fixed mortgage loans, which are secured by first mortgage liens on the underlying real estate and personal property of the mortgagor.

Omega was formed as a real estate investment trust (“REIT”) and incorporated in the State of Maryland on March 31, 1992. In April 2015, Aviv REIT, Inc., a Maryland corporation (“Aviv”), merged (the “Aviv Merger”) with and into a wholly owned subsidiary of Omega, pursuant to the terms of that certain Agreement and Plan of Merger, dated as of October 30, 2014 (the “Merger Agreement”), by and among the Company, Aviv, OHI Healthcare Properties Holdco, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Omega (“Merger Sub”), OHI Healthcare Properties Limited Partnership, a Delaware limited partnership (“Omega OP”), and Aviv Healthcare Properties Limited Partnership, a Delaware limited partnership (the “Aviv OP”).

Prior to April 1, 2015 and in accordance with the Merger Agreement, Omega restructured the manner in which it holds its assets by converting to an umbrella partnership real estate investment trust structure (the “UPREIT Conversion”). As a result of the UPREIT Conversion and following the consummation of the Aviv Merger, substantially all of the Company’s assets are held by Omega OP.

Omega OP is governed by the Second Amended and Restated Agreement of Limited Partnership of OHI Healthcare Properties Limited Partnership, dated as of April 1, 2015 (the “Partnership Agreement”). Pursuant to the Partnership Agreement, the Company and Merger Sub are the general partners of Omega OP, and have exclusive control over Omega OP’s day-to-day management. As of September 30, 2016, the Company owned approximately 96% of the issued and outstanding units of partnership interest in Omega OP (“Omega OP Units”), and investors owned approximately 4% of the Omega OP Units.

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the interim periods reported herein are not necessarily indicative of results to be expected for the full year. We have evaluated all subsequent events through the date of the filing of this Form 10-Q. These unaudited consolidated financial statements should be read in conjunction with the financial statements and the footnotes thereto included in our Current Report on Form 8-K filed with the SEC on June 30, 2016.

Our consolidated financial statements include the accounts of (i) Omega, (ii) Omega OP, and (iii) all direct and indirect wholly owned subsidiaries of Omega. All intercompany transactions and balances have been eliminated in consolidation.

 8

Goodwill Impairment

We assess goodwill for potential impairment during the fourth quarter of each fiscal year, or during the year if an event or other circumstance indicates that we may not be able to recover the carrying amount of the net assets of the reporting unit. In evaluating goodwill for impairment on an interim basis, we assess qualitative factors such as a significant decline in real estate valuations, current macroeconomic conditions, state of the equity and capital markets and our overall financial and operating performance or a significant decline in the value of our market capitalization, to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of the reporting unit is less than its carrying amount. On an annual basis during the fourth quarter of each fiscal year, or on an interim basis if we conclude it is more likely than not that the fair value of the reporting unit is less than its carrying value, we perform a two-step goodwill impairment test to identify potential impairment and measure the amount of impairment we will recognize, if any. The goodwill is not deductible for tax purposes.

Asset Impairment

Management evaluates our real estate investments for impairment indicators at each reporting period, including the evaluation of our assets’ useful lives. The judgment regarding the existence of impairment indicators is based on factors such as, but not limited to, market conditions, operator performance, legal structure, as well as our intent with respect to holding or disposing of the asset. If indicators of impairment are present, management evaluates the carrying value of the related real estate investments in relation to the future undiscounted cash flows of the underlying facilities. Provisions for impairment losses related to long-lived assets are recognized when expected future undiscounted cash flows based on our intended use of the property are determined to be less than the carrying values of the assets. An adjustment is made to the net carrying value of the real estate investments for the excess of carrying value over fair value. The fair value of the real estate investment is determined by market research, which includes valuing the property as a nursing home as well as other alternative uses. All impairments are taken as a period cost at that time, and depreciation is adjusted going forward to reflect the new value assigned to the asset. Management’s impairment evaluation process, and when applicable, impairment calculations involve estimation of the future cash flows from management’s intended use of the property. Changes in the facts and circumstances that drive management’s assumptions may result in an impairment of the Company’s assets in a future period that could be material to the Company’s results of operations.

If we decide to sell real estate properties or land holdings, we evaluate the recoverability of the carrying amounts of the assets. If the evaluation indicates that the carrying value is not recoverable from estimated net sales proceeds, the property is written down to estimated fair value less costs to sell. Our estimates of cash flows and fair values of the properties are based on current market conditions and consider matters such as rental rates and occupancies for comparable properties, recent sales data for comparable properties, and, where applicable, contracts or the results of negotiations with purchasers or prospective purchasers.

Redeemable Limited Partnership Unitholder Interests and Noncontrolling Interests

As of April 1, 2015 and after giving effect to the Aviv Merger, the Company owned approximately 138.8 million Omega OP Units and Aviv OP owned approximately 52.9 million Omega OP Units. Each of the Omega OP Units (other than the Omega OP Units owned by Omega) is redeemable at the election of the Omega OP Unit holder for cash equal to the then-fair market value of one share of Omega common stock, par value $0.10 per share (“Omega Common Stock”), subject to the Company’s election to exchange the Omega OP Units tendered for redemption for shares of Omega Common Stock on a one-for-one basis, subject to adjustment as set forth in the Partnership Agreement, in an unregistered transaction.

Effective June 30, 2015, the Company (through Merger Sub, in its capacity as the general partner of Aviv OP) caused Aviv OP to make a distribution of Omega OP Units held by Aviv OP (or equivalent value) to Aviv OP investors (the “Aviv OP Distribution”) in connection with the liquidation of Aviv OP. As a result of the Aviv OP Distribution, Omega directly and indirectly owned approximately 95% of the outstanding Omega OP Units, and the other investors owned approximately 5% of the outstanding Omega OP Units. As a part of the Aviv OP Distribution, Omega settled approximately 0.2 million units via cash settlement. As of September 30, 2016, Omega directly and indirectly owns approximately 96% of the outstanding Omega OP Units, and the other investors own approximately 4% of the outstanding Omega OP Units.

 9

Noncontrolling Interests

Noncontrolling interests is the portion of equity in the Omega OP not attributable to the Company. We present the portion of any equity that we do not own in consolidated entities as noncontrolling interests and classify those interests as a component of total equity, separate from total stockholders’ equity, on our Consolidated Balance Sheets. We include net income attributable to the noncontrolling interests in net income in our Consolidated Statements of Operations.

As our ownership of a controlled subsidiary increases or decreases, any difference between the aggregate consideration paid to acquire the noncontrolling interests and our noncontrolling interest balance is recorded as a component of equity in additional paid-in capital, so long as we maintain a controlling ownership interest.

Foreign Operations

The U.S. dollar is the functional currency for our consolidated subsidiaries operating in the United States. The functional currency for our consolidated subsidiaries operating in countries other than the United States is the principal currency in which the entity primarily generates and expends cash. For our consolidated subsidiaries whose functional currency is not the U.S. dollar, we translate their financial statements into the U.S. dollar. We translate assets and liabilities at the exchange rate in effect as of the financial statement date. Revenue and expense accounts are translated using an average exchange rate for the period. Gains and losses resulting from translation are included in accumulated other comprehensive loss (“AOCL”), as a separate component of equity and a proportionate amount of gain or loss is allocated to noncontrolling interest.

We and certain of our consolidated subsidiaries may have intercompany and third-party debt that is not denominated in the entity’s functional currency. When the debt is remeasured against the functional currency of the entity, a gain or loss can result. The resulting adjustment is reflected in results of operations, unless it is intercompany debt that is deemed to be long-term in nature and then the adjustments are included in AOCL.

Derivative Instruments

During our normal course of business, we may use certain types of derivative instruments for the purpose of managing interest rate and currency risk. To qualify for hedge accounting, derivative instruments used for risk management purposes must effectively reduce the risk exposure that they are designed to hedge. In addition, at the inception of a qualifying cash flow hedging relationship, the underlying transaction or transactions, must be, and are expected to remain, probable of occurring in accordance with the Company’s related assertions. The Company recognizes all derivative instruments, including embedded derivatives required to be bifurcated, as assets or liabilities in the Consolidated Balance Sheets at their fair value which are determined using a market approach and Level 2 inputs. Changes in the fair value of derivative instruments that are not designated in hedging relationships or that do not meet the criteria of hedge accounting are recognized in earnings. For derivatives designated as qualifying cash flow hedging relationships, the change in fair value of the effective portion of the derivatives is recognized in AOCL as a separate component of equity and a proportionate amount of gain or loss is allocated to noncontrolling interest, whereas the change in fair value of the ineffective portion is recognized in earnings. We formally document all relationships between hedging instruments and hedged items, as well as our risk-management objectives and strategy for undertaking various hedge transactions. This process includes designating all derivatives that are part of a hedging relationship to specific forecasted transactions as well as recognized obligations or assets in the Consolidated Balance Sheets. We also assess and document, both at inception of the hedging relationship and on a quarterly basis thereafter, whether the derivatives are highly effective in offsetting the designated risks associated with the respective hedged items. If it is determined that a derivative ceases to be highly effective as a hedge, or that it is probable the underlying forecasted transaction will not occur, we discontinue hedge accounting prospectively and record the appropriate adjustment to earnings based on the current fair value of the derivative. As a matter of policy, we do not use derivatives for trading or speculative purposes. At September 30, 2016 and December 31, 2015, we had $12.8 million and $0.7 million, respectively, of qualifying cash flow hedges recorded at fair value in accrued expenses and other liabilities on our Consolidated Balance Sheets.

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Accounts Receivable

Accounts receivable includes: contractual receivables, effective yield interest receivables, straight-line rent receivables and lease inducements, net of an estimated provision for losses related to uncollectible and disputed accounts. Contractual receivables relate to the amounts currently owed to us under the terms of our lease and loan agreements. Effective yield interest receivables relate to the difference between the interest income recognized on an effective yield basis over the term of the loan agreement and the interest currently due to us according to the contractual agreement. Straight-line receivables relate to the difference between the rental revenue recognized on a straight-line basis and the amounts currently due to us according to the contractual agreement. Lease inducements result from value provided by us to the lessee, at the inception or renewal of the lease, and are amortized as a reduction of rental revenue over the non-cancellable lease term.

On a quarterly basis, we review our accounts receivable to determine their collectability. The determination of collectability of these assets requires significant judgment and is affected by several factors relating to the credit quality of our operators that we regularly monitor, including (i) payment history, (ii) the age of the contractual receivables, (iii) the current economic conditions and reimbursement environment, (iv) the ability of the tenant to perform under the terms of their lease and/or contractual loan agreements and (v) the value of the underlying collateral of the agreement.  If we determine collectability of any of our contractual receivables is at risk, we estimate the potential uncollectible amounts and provide an allowance. In the case of a lease recognized on a straight-line basis, a mortgage recognized on an effective yield basis or the existence of lease inducements, we generally provide an allowance for straight-line, effective interest, and or lease inducement accounts receivable when certain conditions or indicators of adverse collectability are present. If the accounts receivable balance is subsequently deemed uncollectible, the receivable and allowance for doubtful account balance are written off.

A summary of our net receivables by type is as follows:

	September 30,			December 31,
	2016			2015
	(in thousands)
Contractual receivables	$	8,297		$	8,452
Effective yield interest receivables		9,237			9,028
Straight-line receivables		199,008			175,709
Lease inducements		9,040			10,982
Allowance		(357	)		(309	)
Accounts receivable – net	$	225,225		$	203,862

In the first quarter of 2016, we entered into agreements to transition 27 facilities from one of our former operators to a current operator. As a result of the transition, we wrote off approximately $3.4 million of straight line receivable from the former operator.

Related Party Transactions

The Company has a policy which generally requires related party transactions to be approved or ratified by the Audit Committee. On February 1, 2016, we acquired 10 SNFs from Laurel Healthcare Holdings, Inc. (“Laurel”) for approximately $169.0 million in cash and leased them to an unrelated existing operator. A former member of the Board of Directors of the Company, together with certain members of his immediate family, beneficially owned approximately 34% of the equity of Laurel prior to the transaction. Immediately following our acquisition, the unrelated existing operator acquired all of the outstanding equity interests of Laurel, including the interests previously held by the former director of the Company and his family.

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Recent Accounting Pronouncements

In 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU 2014-09 states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” While ASU 2014-09 specifically references contracts with customers, it may apply to certain other transactions such as the sale of real estate or equipment. ASU 2014-09 is effective for the Company beginning January 1, 2018. In addition, the FASB has begun to issue targeted updates to clarify specific implementation issues of ASU 2014-09. These updates include ASU 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net), ASU 2016-10, Identifying Performance Obligations and Licensing, and ASU 2016-12, Narrow-Scope Improvements and Practical Expedients. The Company is currently evaluating the provisions of ASU 2014-09 and its related updates and will be closely monitoring developments and additional guidance to determine the potential impact of the new standard. The Company intends to adopt ASU 2014-09 and its subsequent updates retrospectively. We do not expect the adoption of ASU 2014-09 and its updates to have a significant impact on our consolidated financial statements, as a substantial portion of our revenue consists of rental income from leasing arrangements and interest income from loan arrangements, both of which are specifically excluded from ASU 2014-09.

In February 2015, the FASB issued ASU 2015-02, Amendments to the Consolidation Analysis (“ASU 2015-02”), which amends certain requirements for determining whether a variable interest entity must be consolidated. The amendments in ASU 2015-02 are effective for annual and interim reporting periods of public entities beginning after December 31, 2015 and were adopted by the Company during the quarter ended March 31, 2016. The effect of this guidance was immaterial to the Company’s consolidated results of operations, financial position and cash flows.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall (“ASU 2016–01”), which makes limited amendments to the guidance in U.S. GAAP on the classification and measurement of financial instruments. The new standard significantly revises an entity's accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. It also amends certain disclosure requirements associated with the fair value of financial instruments. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods therein. Early adoption is permitted specifically for the amendments pertaining to the presentation of certain fair value changes for financial liabilities measured at fair value. Early adoption of all other amendments is not permitted. Upon adoption, the Company will be required to make a cumulative-effect adjustment to the Consolidated Balance Sheet as of the beginning of the first reporting period in which the guidance is effective. We are currently evaluating the impact of adopting ASU 2016-01 on our consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”), which amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASU 2016-02 will be effective for the Company beginning January 1, 2019. Early adoption of ASU 2016-02 as of its issuance is permitted. The new standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. We are currently evaluating the impact of adopting ASU 2016-02 on our consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718) (“ASU 2016-09”). ASU 2016-09 amends the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. This guidance is effective for annual and interim reporting periods of public entities beginning after December 15, 2017, with early adoption permitted. We are currently evaluating the impact of adopting ASU 2016-09 on our consolidated financial statements.

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In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) (“ASU 2016-13”), which changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for losses. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2019 and early adoption is permitted for annual and interim periods beginning after December 15, 2018. We are currently evaluating the impact of adopting ASU 2016-13 on our consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 eliminates the diversity in practice related to the classification of certain cash receipts and payments for debt prepayment or extinguishment costs, the maturing of a zero coupon bond, the settlement of contingent liabilities arising from a business combination, proceeds from insurance settlements, distributions from certain equity method investees and beneficial interests obtained in a financial asset securitization. ASU 2016-15 designates the appropriate cash flow classification, including requirements to allocate certain components of these cash receipts and payments among operating, investing and financing activities. The retrospective transition method, requiring adjustment to all comparative periods presented, is required unless it is impracticable for some of the amendments, in which case those amendments would be applied prospectively as of the earliest date practicable. ASU No. 2016-15 is effective for annual and interim periods beginning after December 15, 2017 and early adoption is permitted. We are currently evaluating the impact of adopting ASU 2016-15 on our consolidated financial statements.

NOTE 2 – PROPERTIES AND INVESTMENTS

In the ordinary course of our business activities, we periodically evaluate investment opportunities and extend credit to customers. We also regularly engage in lease, and or loan extensions and modifications. Additionally, we actively monitor and manage our investment portfolio with the objectives of improving credit quality and increasing investment returns. In connection with our portfolio management, we may engage in various collection and foreclosure activities.

Leased Property

Our real estate properties, represented by 816 SNFs, 101 assisted living facilities (“ALFs”), 16 specialty facilities and one medical office building at September 30, 2016, are leased under provisions of single or master leases with initial terms typically ranging from five to 15 years, plus renewal options. Substantially all of our leases contain provisions for specified annual increases over the rents of the prior year and are generally computed in one of three methods depending on specific provisions of each lease as follows: (i) a specific annual percentage increase over the prior year’s rent, generally 2.5%; (ii) an increase based on the change in pre-determined formulas from year to year (e.g., such as increases in the Consumer Price Index (“CPI”)); or (iii) specific dollar increases over prior years. Under the terms of the leases, the lessee is responsible for all maintenance, repairs, taxes and insurance on the leased properties.

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The following table summarizes the significant acquisitions that occurred in 2016.

	Number of Facilities								Land		Building & Site Improvements		Furniture & Fixtures		Initial Annual Cash
Period	SNF		ALF		Country/ State	Total Investment			(in millions)						Yield (%)
Q1		-		1	UK	$	8.3		$	1.4	$	6.7	$	0.2		7.00
Q1		-		1	UK		6.1			0.6		5.3		0.2		7.00
Q1		10		-	OH, VA, MI		169.0	(3)		10.5		152.5		6.0		8.50
Q1		-		2	GA		20.2			0.8		18.3		1.1		7.50
Q1		3		-	MD		25.0			2.5		19.9		2.6		8.50
Q1		21		-	VA, NC		212.5			19.3		181.1		12.1		8.50
Q2		-		10	UK		111.9	(4)		24.8		83.9		3.2		7.00
Q2		-		3	TX		66.0	(5)		5.8		58.6		1.6		6.80
Q2		3		-	CO, MO		31.8			3.1		26.2		2.5		9.00
Q3		-		1	FL		4.3	(1)		2.3		1.8		0.2		8.00
Q3		-		1	GA		2.5	(1)		0.2		2.1		0.2		8.00
Q3		-		1	FL		16.5	(1)		1.8		14.3		0.4		8.00
Q3		1		-	SC		10.1	(1)		2.7		6.5		0.9		9.00
Q3		1		-	OH		9.0	(1)(6)		-		8.6		0.4		9.00
Q3		31		-	FL, KY,TN		329.6	(1)(2)		24.6		290.8		14.2		9.00
Total		70		20		$	1,022.8		$	100.4	$	876.6	$	45.8

(1) The Company estimated the fair value of the assets acquired on the acquisition date based on certain valuation analyses that have yet to be finalized, and accordingly, the assets acquired, as detailed, are subject to adjustment once the analysis is completed.

(2) The Company’s investment includes a purchase option buyout obligation with a fair value of approximately $29.6 million. The future buyout obligation is recorded in accrued expenses and other liabilities on our Consolidated Balance Sheet. The Company also acquired a term loan with a fair value of approximately $37.0 million which is recorded in other investments on our Consolidated Balance Sheet. Refer to Note – 5 Other Investments.

(3) Acquired from a related party. Refer to Note – 1 Related Party Transactions.

(4) Omega also recorded a deferred tax asset of approximately $1.9 million in connection with the acquisition.

(5) The Company paid $63.0 million in cash at closing to acquire the facilities. We have agreed to pay an additional $1.5 million in April 2017 and the remaining $1.5 million in April 2018. The additional consideration to be paid is contractually determined and not contingent on other factors. The $3.0 million liability is recorded in unsecured borrowings – net on our Consolidated Balance Sheet.

(6) The Company paid approximately $3.5 million in cash to acquire the facility. The remainder of the purchase price (approximately $5.5 million) was funded with the redemption of an other investment note.

During 2016, the Company also acquired three parcels of land which are not reflected in the table above for approximately $5.9 million with the intent of building new facilities for existing operators.

Aviv Merger

On April 1, 2015, Omega completed the Aviv Merger, which was structured as a stock-for-stock merger. Under the terms of the Merger Agreement, each outstanding share of Aviv common stock was converted into 0.90 of a share of Omega common stock. In connection with the Aviv Merger, Omega issued approximately 43.7 million shares of common stock to former Aviv stockholders. As a result of the Aviv Merger, Omega acquired 342 facilities, two facilities subject to direct financing leases, one medical office building, two mortgages and other investments. Omega also assumed certain outstanding equity awards and other debt and liabilities. Based on the closing price of Omega’s common stock on April 1, 2015, the fair value of the consideration exchanged was approximately $2.3 billion.

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The following table highlights the final allocation of the assets acquired, liabilities assumed and consideration transferred on April 1, 2015 (in thousands):

Fair value of net assets acquired:
Land and buildings	$	3,107,530
Investment in direct financing leases		26,823
Mortgages notes receivable		19,246
Other investments		23,619
Total investments		3,177,218
Goodwill		630,679
Accounts receivables and other assets		17,144
Cash acquired		84,858
Accrued expenses and other liabilities		(223,002	)
Debt		(1,410,637	)
Fair value of net assets acquired	$	2,276,260

The completion of the final valuation in the first quarter of 2016 did not result in material changes to our Consolidated Statements of Operations or our Consolidated Balance Sheets from our preliminary purchase price allocation.

Pro Forma Acquisition Results

The facilities acquired in 2015 are included in our results of operations from the dates of acquisition. The following unaudited pro forma results of operations reflect the impact of those acquisitions as if they occurred on January 1, 2015. For a list of the 2015 transactions, refer to Note 3 – Properties in our Current Report on Form 8-K filed with the SEC on June 30, 2016. In the opinion of management, all significant necessary adjustments to reflect the effect of the acquisitions have been made.

	Pro Forma
	Nine Months Ended
	September 30, 2015
	(in thousands, except per share amounts, unaudited)
Pro Forma Revenues	$	612,572
Pro Forma Net income	$	200,826
Earnings per share – diluted:
Net income – as reported	$	0.97
Net income – pro forma	$	1.04

Asset Sales, Impairments and Other

During the first quarter of 2016, we recorded approximately $34.6 million of impairments on 14 facilities located in six states. We reduced their net book values to their estimated fair value less costs to sell and reclassified them to assets held for sale in the first quarter of 2016. To estimate the fair value of the facilities, we utilized a market approach and Level 3 inputs (which generally consist of non-binding offers from unrelated third parties). In addition, we sold two SNFs (previously classified as held-for-sale) for approximately $2.4 million in net proceeds recognizing a gain of approximately $1.6 million. See Note 6 – Assets Held For Sale for details.

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During the second quarter of 2016, we sold 11 facilities for approximately $41.4 million in net proceeds recognizing a gain of approximately $13.2 million. Seven of the sold facilities were previously classified as held-for-sale. In addition, we recorded approximately $6.9 million of impairments on 15 facilities of which 12 were classified as held for sale as of June 30, 2016. We reduced their net book values to their estimated fair value less costs to sell. To estimate the fair value of the facilities, we utilized a market approach and Level 3 inputs (which generally consist of non-binding offers from unrelated third parties). See Note 6 – Assets Held For Sale for details.

During the third quarter of 2016, we sold six facilities for approximately $21.0 million in net proceeds recognizing a gain of approximately $5.1 million. One of the sold facilities was previously classified as held-for-sale. In addition, we recorded approximately $17.3 million of impairments on 12 facilities of which 10 are classified as held for sale as of September 30, 2016. We reduced their net book values to their estimated fair value less costs to sell. To estimate the fair value of the facilities, we utilized a market approach and Level 3 inputs (which generally consist of non-binding offers from unrelated third parties). See Note 6 – Assets Held For Sale for details.

Our recorded impairments were primarily the result of a decision to exit certain non-strategic facilities and operators primarily related to facilities acquired in the Aviv Merger.

NOTE 3 – DIRECT FINANCING LEASES

The components of investments in direct financing leases consist of the following:

	September 30,			December 31,
	2016			2015
	(in thousands)
Minimum lease payments receivable	$	4,291,776		$	4,320,876
Less unearned income		(3,693,997	)		(3,733,175	)
Investment in direct financing leases - net	$	597,779		$	587,701
Properties subject to direct financing leases		58			59

New Ark Investment Inc.

On November 27, 2013, we closed an aggregate $529 million purchase/leaseback transaction in connection with the acquisition of Ark Holding Company, Inc. (“Ark Holding”) by 4 West Holdings Inc. At closing, we acquired 55 SNFs and 1 ALF operated by Ark Holding and leased the facilities back to Ark Holding, now known as New Ark Investment Inc. (“New Ark”), pursuant to four 50-year master leases with rental payments yielding 10.6% per annum over the term of the leases. The purchase/leaseback transaction is being accounted for as a direct financing lease.

The lease agreements allow the tenant the right to purchase the facilities for a bargain purchase price plus closing costs at the end of the lease term. In addition, commencing in the 41st year of each lease, the tenant will have the right to prepay the remainder of its obligations thereunder for an amount equal to the sum of the unamortized portion of the original aggregate $529 million investment plus the net present value of the remaining payments under the lease and closing costs. In the event the tenant exercises either of these options, we have the right to purchase the properties for fair value at the time.

The 56 facilities represent 5,623 licensed beds located in 12 states, predominantly in the southeastern United States. The 56 facilities are separated by region and divided amongst four cross-defaulted master leases. The four regions include the Southeast (39 facilities), the Northwest (7 facilities), Texas (9 facilities) and Indiana (1 facility).

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Additionally, we own four facilities and lease them to New Ark under a master lease which expires in 2026. The four facility lease is being accounted for as an operating lease.

Aviv Merger

On April 1, 2015, we acquired two additional direct financing leases as a result of the Aviv Merger.

As of September 30, 2016, the following minimum rents are due under our direct financing leases for the next five years (in thousands):

Year 1	Year 2	Year 3	Year 4	Year 5
$50,509	$51,688	$52,961	$54,270	$55,491

NOTE 4 – MORTGAGE NOTES RECEIVABLE

As of September 30, 2016, mortgage notes receivable relate to 24 fixed rate mortgages on 47 long-term care facilities. The mortgage notes are secured by first mortgage liens on the borrowers' underlying real estate and personal property. The mortgage notes receivable relate to facilities located in ten states, operated by eight independent healthcare operating companies. We monitor compliance with mortgages and when necessary have initiated collection, foreclosure and other proceedings with respect to certain outstanding loans.

Mortgage interest income is recognized as earned over the terms of the related mortgage notes, using the effective yield method. Allowances are provided against earned revenues from mortgage interest when collection of amounts due becomes questionable or when negotiations for restructurings of troubled operators lead to lower expectations regarding ultimate collection. When collection is uncertain, mortgage interest income on impaired mortgage loans is recognized as received after taking into account the application of security deposits.

The outstanding principal amounts of mortgage notes receivable, net of allowances, were as follows:

	September 30,		December 31,
	2016		2015
	(in thousands)
Mortgage note due 2024; interest at 9.79%	$	112,500	$	112,500
Mortgage note due 2028; interest at 11.00%		35,964		69,928
Mortgage note due 2029; interest at 9.45%		412,465		413,399
Other mortgage notes outstanding (1)		63,410		83,968
Mortgage notes receivable, gross		624,339		679,795
Allowance for loss on mortgage notes receivable		—		—
Total mortgages — net	$	624,339	$	679,795

⁽¹⁾ Other mortgage notes outstanding have stated interest rates ranging from 8.35% to 12.0% and maturity dates through 2053.

The following is a brief overview of certain mortgages entered into, acquired or assumed in 2016 or significant changes to mortgages previously reported.

Conversion of Mortgage Notes due 2046 to Leased Properties

In January 2016, we acquired three facilities via a deed-in-lieu of foreclosure from a mortgagor. The fair value of the facilities approximated the $25 million carrying value of the mortgages. These facilities have 352 operating beds and are located in Maryland. Simultaneously we leased these facilities to an existing operator.

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Mortgage Notes Payoff

On April 29, 2016, an existing operator exercised an option to repay their mortgage notes. We received proceeds of approximately $47.8 million for the mortgage notes due. In connection with the repayment of the mortgage notes we recognized a net gain of approximately $5.4 million which is recorded in mortgage interest income on our Consolidated Statements of Operations.

NOTE 5 – OTHER INVESTMENTS

A summary of our other investments is as follows:

	September 30,			December 31,
	2016			2015
	(in thousands)
Other investment note due 2017; interest at 8.50%	$	10,300		$	—
Other investment note due 2019; interest at 10.50%		49,396			—
Other investment note due 2020; interest at 10.00%		23,000			23,000
Other investment note due 2020; interest at 14.00%		47,970			—
Other investment note due 2022, interest at 9.00%		31,987			—
Other investment note due 2028; interest at 8.50%		20,000			—
Other investment note due 2030; interest at 6.66%		39,805			26,966
Other investment notes outstanding (1)		57,795			42,293
Other investments, gross		280,253			92,259
Allowance for loss on other investments		(3,002	)		(2,960	)
Total other investments	$	277,251		$	89,299

⁽¹⁾ Other investment notes have maturity dates through 2028 and interest rates ranging from 6.50% to 13.0%.

The following is a brief overview of certain notes entered into or repaid in 2016.

Other Investment notes due 2017

On February 1, 2016, we provided an operator a $15.0 million secured working capital note. The working capital note bears interest at 8.5% and matures in July 2017. As of September 30, 2016, approximately $2.6 million has been drawn and remains outstanding.

On March 1, 2016, we provided an operator a $15.0 million secured working capital note. The working capital note bears interest at 8.5% and matures in March 2017. As of September 30, 2016, approximately $10.3 million has been drawn and remains outstanding.

Other Investment note due 2019

On February 26, 2016, we acquired and funded a $50.0 million mezzanine note at a discount of approximately $0.75 million to a new operator. The mezzanine note bears interest at 10.50% and matures in February 2019.

Other Investment note due 2020

On July 29, 2016, we provided an existing operator $48.0 million of term loan funding. The term loan bears interest at 14% per annum (LIBOR with a floor of 1% plus 13%) and matures on July 29, 2020. The term loan requires monthly principal payments of $0.25 million through July 2019, and $0.5 million from August 2019 through maturity. In addition, a portion of the monthly interest may be accrued to the outstanding principal balance of the loan.

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Other Investment notes due 2022

On September 30, 2016, we acquired and amended a term loan with a fair value of approximately $37.0 million with an existing operator. A $5.0 million tranche of the term loan bears interest at 13% and matures on September 30, 2019 and a $32.0 million tranche of the term loan bears interest at 9% and matures on March 31, 2022.

Other Investment note due 2028

On March 1, 2016, we provided an operator a $20.0 million acquisition note. The acquisition note bears interest at 8.5% (increasing annually by 2.5%) and matures in March 2028.

Other Investment notes due 2022 and 2023 Payoff

On April 29, 2016, an existing operator of Omega exercised its option to pay off a working capital note due in 2022 and ten working capital notes due in 2023, for approximately $7.6 million.

NOTE 6 – ASSETS HELD FOR SALE

	Properties Held For Sale
	Number of Properties			Net Book Value  (in thousands)
December 31, 2015		3		$	6,599
Properties sold (1)		(2	)		(600	)
Properties added (2)		24			67,590
March 31, 2016		25		$	73,589
Properties sold/other (1)		(7	)		(28,347	)
Properties added (2)		4			7,209
June 30, 2016		22		$	52,451
Properties sold/other (1)		(4	)		(8,659	)
Properties added (2)		13			47,418
September 30, 2016		31		$	91,210

⁽¹⁾ In the first quarter of 2016, we sold two SNFs for approximately $2.4 million in net proceeds recognizing a gain on sale of approximately $1.6 million. In the second quarter of 2016, we sold seven SNFs for approximately $39.2 million in net proceeds generating a gain on sale of approximately $12.5 million. We also recorded approximately $3.4 million of impairments on 12 facilities to reduce their net book values to their estimated fair value less costs to sell. In the third quarter of 2016, we sold one closed SNF for approximately $0.3 million in net proceeds. Two SNFs and one ALF classified as assets held for sale in the second quarter were no longer considered held for sale and were reclassified in the third quarter back to leased properties at their fair values (approximately $7.0 million). In addition, we recorded approximately $1.5 million of impairments on four facilities in the third quarter to further reduce their net book values to their estimated fair value less costs to sell.

⁽²⁾ In the first quarter of 2016, we reclassified eight ALFs and 16 SNFs located in six states to assets held for sale. We recorded approximately $34.6 million of impairment charges on 14 of these facilities to reduce their net book values to their estimated fair value less costs to sell. In the second quarter of 2016, we reclassified three SNFs and one ALF to assets held for sale with total carrying value of $7.2 million. In the third quarter of 2016, we reclassified 12 SNFs and one ALF to assets held for sale. In the third quarter, we recorded approximately $14.8 million of impairment charges on six of these facilities to reduce their net book values to their estimated fair value less costs to sell.

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NOTE 7 – INTANGIBLES

The following is a summary of our intangibles as of September 30, 2016 and December 31, 2015:

	September 30,			December 31,
	2016			2015
	(in thousands)
Assets:
Goodwill	$	644,129		$	645,683
Above market leases	$	23,545		$	21,901
In-place leases		167			386
Accumulated amortization		(15,461	)		(14,162	)
Net intangible assets	$	8,251		$	8,125
Liabilities:
Below market leases	$	165,028		$	165,331
Accumulated amortization		(67,321	)		(55,131	)
Net intangible liabilities	$	97,707		$	110,200

Goodwill was recorded in connection with the Aviv Merger and Care Homes Transaction (refer to Note 3 – Properties in our Current Report on Form 8-K filed with the SEC on June 30, 2016) and is shown as a separate line on our Consolidated Balance Sheets. Above market leases and in-place leases, net of accumulated amortization, are included in other assets on our Consolidated Balance Sheets. Below market leases, net of accumulated amortization, are included in accrued expenses and other liabilities on our Consolidated Balance Sheets. The net amortization related to the above and below market leases is included in our Consolidated Statements of Operations as an adjustment to rental income.

For the three months ended September 30, 2016 and 2015, our net amortization related to intangibles was $3.0 million and $1.4 million, respectively. For the nine months ended September 30, 2016 and 2015, our net amortization related to intangibles was $11.0 million and $4.3 million, respectively. The estimated net amortization related to these intangibles for the remainder of 2016 and the subsequent four years is as follows: remainder of 2016 – $3.0 million; 2017 – $11.7 million; 2018 – $10.5 million; 2019 – $9.4 million and 2020 – $9.2 million. As of September 30, 2016 the weighted average remaining amortization period of above market leases (inclusive of in-place leases) and below market leases is approximately eight years and 10 years, respectively.

The following is a reconciliation of our goodwill as of September 30, 2016:

	(in thousands)
Balance as of December 31, 2015	$	645,683
Add: additional valuation adjustments related to preliminary valuations		275
Less: foreign currency translation		(390	)
Balance as of March 31, 2016		645,568
Less: foreign currency translation		(1,087	)
Balance as of June 30, 2016		644,481
Less: foreign currency translation		(352	)
Balance as of September 30, 2016	$	644,129

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NOTE 8 – CONCENTRATION OF RISK

As of September 30, 2016, our portfolio of real estate investments consisted of 1,014 healthcare facilities, located in 42 states and the United Kingdom and operated by 81 third party operators. Our gross investment in these facilities, net of impairments and before reserve for uncollectible loans, totaled approximately $8.9 billion at September 30, 2016, with approximately 99% of our real estate investments related to long-term care facilities. Our portfolio is made up of 816 SNFs, 101 ALFs, 16 specialty facilities, one medical office building, fixed rate mortgages on 44 SNFs and two ALFs, and 34 facilities that are closed/held-for-sale. At September 30, 2016, we also held miscellaneous investments of approximately $277.3 million, consisting primarily of secured loans to third-party operators of our facilities.

At September 30, 2016, the three states in which we had our highest concentration of investments were Ohio (10%), Florida (9%) and Texas (9%). No single operator or manager generated more than 10% of our total revenues for the nine months ended September 30, 2016.

NOTE 9 – STOCKHOLDERS’ EQUITY

On October 13, 2016, the Board of Directors declared a common stock dividend of $0.61 per share, increasing the quarterly common dividend rate by $0.01 per share over the previous quarter, to be paid November 15, 2016 to common stockholders of record as of the close of business on October 31, 2016.

On July 14, 2016, the Board of Directors declared a common stock dividend of $0.60 per share, increasing the quarterly common dividend rate by $0.02 per share over the prior quarter. The common dividends were paid on August 15, 2016 to common stockholders of record as of the close of business on August 1, 2016.

On April 14, 2016, the Board of Directors declared a common stock dividend of $0.58 per share, increasing the quarterly common dividend by $0.01 per share over the prior quarter. The common dividends were paid May 16, 2016 to common stockholders of record on May 2, 2016.

On January 14, 2016, the Board of Directors declared a common stock dividend of $0.57 per share, increasing the quarterly common dividend by $0.01 per share over the previous quarter. The common dividends were paid February 16, 2016 to common stockholders of record as of February 2, 2016.

Dividend Reinvestment and Common Stock Purchase Plan

For the three-month period ended September 30, 2016, approximately 4.0 million shares of our common stock at an average price of $34.38 per share were issued through our Dividend Reinvestment and Common Stock Purchase Program for gross proceeds of approximately $136.6 million. For the nine-month period ended September 30, 2016, approximately 6.9 million shares of our common stock at an average price of $33.49 per share were issued through our Dividend Reinvestment and Common Stock Purchase Program for gross proceeds of approximately $230.1 million.

Accumulated Other Comprehensive Loss

The following is a summary of our accumulated other comprehensive loss, net of tax where applicable:

	September 30,			December 31,
	2016			2015
	(in thousands)
Foreign currency translation adjustments	$	(39,939	)	$	(8,027	)
Derivative instrument adjustments		(12,231	)		(685	)
Total accumulated other comprehensive loss	$	(52,170	)	$	(8,712	)

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NOTE 10 – TAXES

Since our inception, we have elected to be taxed as a REIT under the applicable provisions of the Internal Revenue Code (the “Code”). A REIT is generally not subject to federal income tax on that portion of its REIT taxable income which is distributed to its stockholders, provided that at least 90% of such taxable income is distributed each tax year and certain other requirements are met, including asset and income tests. So long as we qualify as a REIT under the Code, we generally will not be subject to federal income taxes on the REIT taxable income that we distribute to stockholders, subject to certain exceptions.

If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to federal income taxes on its taxable income at regular corporate rates and dividends paid to our stockholders will not be deductible by us in computing taxable income. Further, we will not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year in which qualification is denied, unless the Internal Revenue Service grants us relief under certain statutory provisions. Failing to qualify as a REIT could materially and adversely affect the Company’s net income; however, we believe we are organized and operate in such a manner as to qualify for treatment as a REIT. On a quarterly and annual basis, we test our compliance within the REIT taxation rules to ensure that we are in compliance with the REIT rules. We review our distributions and projected distributions each year to ensure we have met and will continue to meet the annual REIT distribution requirements. In 2016, we expect to distribute dividends in excess of our taxable income.

As a result of our UPREIT Conversion, our Company and its subsidiaries may be subject to income or franchise taxes in certain states and municipalities. Also, as a result of our UPREIT Conversion, we created five wholly owned subsidiary REITs that are subject to all of the REIT qualification rules set forth in the Code. In December 2015, we merged the five wholly owned subsidiary REITs into one wholly owned subsidiary REIT which is subject to all of the REIT qualification rules set forth in the Code.

Subject to the limitation under the REIT asset test rules, we are permitted to own up to 100% of the stock of one or more taxable REIT subsidiaries (“TRSs”). We have elected for two of our active subsidiaries to be treated as TRSs. One of our TRSs is subject to federal, state and local income taxes at the applicable corporate rates and the other is subject to foreign income taxes. As of September 30, 2016, our TRS that is subject to federal, state and local income taxes at the applicable corporate rates had a net operating loss carry-forward of approximately $0.8 million. The loss carry-forward is fully reserved as of September 30, 2016 with a valuation allowance due to uncertainties regarding realization.

During the third quarter of 2016, we recorded approximately $0.3 million of state and local income tax provision and approximately $0.2 million of tax benefit for foreign income taxes. For the nine months ended September 30, 2016, we recorded approximately $0.8 million of state and local income tax provision and approximately $35,000 of tax benefit for foreign income taxes.

NOTE 11 – STOCK-BASED COMPENSATION

The following is a summary of our stock-based compensation expense for the three and nine-month periods ended September 30, 2016 and 2015, respectively:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
	(in thousands)
Stock-based compensation expense	$	3,673	$	2,199	$	10,116	$	6,682

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Restricted Stock and Restricted Stock Units

Restricted stock and restricted stock units (“RSUs”) are subject to forfeiture if the holder’s service to us terminates prior to vesting, subject to certain exceptions for certain qualifying terminations of employment or a change in control of the Company. Prior to vesting, ownership of the shares/units cannot be transferred. Restricted stock has the same dividend and voting rights as our common stock. RSUs accrue dividend equivalents but have no voting rights. Restricted stock and RSUs are valued at the price of our common stock on the date of grant. We expense the cost of these awards ratably over their vesting period.

The RSUs assumed from Aviv as part of the Aviv Merger were valued at the closing price of our stock on the date of the transaction. The portion of the vesting accruing prior to the acquisition was recorded as part of the purchase price consideration. The expense associated with the vesting that will occur after the date of the transaction is being recorded as stock compensation expense ratably over the remaining life of the RSUs.

We awarded 131,006 RSUs to employees on March 17, 2016.

Performance Restricted Stock Units and LTIP Units

Performance restricted stock units (“PRSUs”) and long term incentive plan units (“LTIP Units”) are subject to forfeiture if the performance requirements are not achieved or if the holder’s service to us terminates prior to vesting, subject to certain exceptions for certain qualifying terminations of employment or a change in control of the Company. The PRSUs and the LTIP Units have varying degrees of performance requirements to be earned and vested, and each PRSU and LTIP Units award represents the right to a variable number of shares of common stock or partnership units. Each LTIP Unit once earned and vested is convertible into one Omega OP Unit in Omega OP, subject to certain conditions. The earning requirements are based on either the (i) total shareholder return (“TSR”) of Omega or (ii) Omega’s TSR relative to other real estate investment trusts in the MSCI U.S. REIT Index or FTSE NAREIT Equity Health Care Index TSR (both “Relative TSR”). Vesting in general requires that the employee remain employed by us until the date specified in the applicable PRSU or LTIP agreement, which may be later than the date that the TSR or Relative TSR requirements are satisfied. We expense the cost of these awards ratably over their service period.

Prior to vesting and the distribution of shares, ownership of the PRSUs cannot be transferred. Dividend equivalents on the PRSUs accumulate and with respect to PRSUs granted before 2015 are paid when the PRSUs vest and with respect to PRSUs granted in 2015 or later are paid once the PRSUs are earned. While each LTIP Unit is unearned, the employee receives a partnership distribution equal to 10% of the quarterly approved regular periodic distributions per Omega OP Unit. The remaining partnership distributions (which in the case of normal periodic distributions is equal to the total approved quarterly dividend on Omega’s common stock) on the LTIP Units accumulate, and if the LTIP Units are earned, the accumulated distributions are paid.

The number of shares or units earned under the TSR PRSUs or LTIP Units depends generally on the level of achievement of Omega’s TSR over the indicated performance period. We awarded 372,069 LTIP Units to employees on March 17, 2016.

The number of shares earned under the Relative TSR PRSUs depends generally on the level of achievement of Omega’s TSR relative to other real estate investment trusts in the MSCI U.S. REIT Index or FTSE NAREIT Equity Health Care Index TSR over the performance period indicated. We awarded 307,480 Relative TSR PRSUs to employees on March 17, 2016.

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The following table summarizes our total unrecognized compensation cost as of September 30, 2016 associated with restricted stock, restricted stock units, PRSU awards, and LTIP Unit awards to employees:

	Grant Year		Shares/ Units(1)		Grant Date Average Fair Value Per Unit/ Share		Total Compensation Cost (in millions) (2)		Weighted Average Period of Expense Recognition (in months)		Unrecognized Compensation Cost (in millions)		Performance Period	Vesting Dates
RSUs
2013 RSU		2013		195,822	$	29.80	$	5.8		36	$	0.5	N/A	12/31/14 - 12/31/16
2014 RSU		2014		106,778		29.80		3.2		36		0.3	N/A	12/31/2016
3/31/15 RSU		2015		109,985		40.57		4.5		33		2.0	N/A	12/31/2017
4/1/15 RSU		2015		40,464		40.74		1.6		33		0.7	N/A	12/31/2017
Assumed Aviv RSU		2015		18,920		24.92		0.5		21		0.1	N/A	12/31/2016
Assumed Aviv RSU		2015		7,799		35.08		0.3		33		0.1	N/A	12/31/15-12/31/17
3/17/16 RSU		2016		131,006		34.78		4.6		33		3.7	N/A	12/31/2018
Restricted Stock Units Total				610,774	$	33.45	$	20.5			$	7.4
TSR PRSUs and LTIP Units
2016 Transition TSR		2013		101,591		8.67		0.9		36		0.1	12/31/2013-12/31/2016	12/31/2016
2016 TSR		2014		135,634		8.67		1.2		48		0.4	1/1/2014-12/31/2016	Quarterly in 2017
3/31/15 2017 LTIP Units		2015		137,249		14.66		2.0		45		1.2	1/1/2015-12/31/2017	Quarterly in 2018
4/1/2015 2017 LTIP Units		2015		54,151		14.80		0.8		45		0.5	1/1/2015-12/31/2017	Quarterly in 2018
7/31/15 2016 Transition TSR		2015		22,091		18.51		0.4		5		-	12/31/2013-12/31/2016	12/31/2016
7/31/15 2017 LTIP Units		2015		5,823		8.78		0.1		5		-	1/1/2015-12/31/2017	12/31/2017
3/17/16 2018 LTIP Units		2016		372,069		13.21		4.9		45		4.2	1/1/2016-12/31/2018	Quarterly in 2019
TSR PRSUs & LTIP Total				828,608	$	12.36	$	10.3			$	6.4
Relative TSR PRSUs
2016 Transition Relative TSR		2013		101,588		14.24		1.4		36		0.1	12/31/2013-12/31/2016	12/31/2016
2016 Relative TSR		2014		135,634		14.24		1.9		48		0.6	1/1/2014-12/31/2016	Quarterly in 2017
3/31/15 2017 Relative TSR		2015		137,249		22.50		3.1		45		1.9	1/1/2015-12/31/2017	Quarterly in 2018
4/1/2015 2017 Relative TSR		2015		54,151		22.91		1.2		45		0.7	1/1/2015-12/31/2017	Quarterly in 2018
7/31/15 2016 Relative TSR		2015		22,100		19.60		0.4		5		-	12/31/2013-12/31/2016	12/31/2016
7/31/15 2017 Relative TSR		2015		5,826		17.74		0.1		5		-	1/1/2015-12/31/2017	12/31/2017
3/17/16 2018 Relative TSR		2016		307,480		16.45		5.1		45		4.3	1/1/2016-12/31/2018	Quarterly in 2019
Relative TSR PRSUs Total				764,028	$	17.41	$	13.2			$	7.6
Grand Total				2,203,410	$	19.96	$	44.0			$	21.4

(1) Shares/units are net of shares cancelled.

(2) Total compensation costs are net of shares cancelled.

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Director Restricted Stock Grants

As of September 30, 2016, we had 54,999 shares of restricted stock outstanding to directors. The directors’ restricted shares are scheduled to vest over the next three years. As of September 30, 2016, the unrecognized compensation cost associated with outstanding director restricted stock grants is approximately $1.7 million.

NOTE 12 – BORROWING ACTIVITIES AND ARRANGEMENTS

Secured and Unsecured Borrowings

The following is a summary of our borrowings:

		Interest Rate as of September 30,			September 30,			December 31,
	Maturity	2016			2016			2015
					(in thousands)
Secured borrowings:
Mortgage term loan					$	—		$	180,000
HUD mortgages assumed December 2011(1)	2044		3.06	%		55,271			56,204
Total secured borrowings						55,271			236,204
Unsecured borrowings:
Revolving line of credit	2018		1.82	%		223,000			230,000
Tranche A-1 term loan	2019		2.02	%		200,000			200,000
Tranche A-2 term loan	2017		2.02	%		200,000			200,000
Tranche A-3 term loan	2021		2.02	%		350,000			—
Omega OP term loan	2017		2.02	%		100,000			100,000
2015 term loan	2022		2.33	%		250,000			250,000
						1,323,000			980,000
2023 notes	2023		4.375	%		700,000			—
2024 notes	2024		5.875	%		400,000			400,000
2024 notes	2024		4.95	%		400,000			400,000
2025 notes	2025		4.50	%		250,000			250,000
2026 notes	2026		5.25	%		600,000			600,000
2027 notes	2027		4.50	%		700,000			700,000
Other	2018		-			3,000			—
Subordinated debt	2021		9.00	%		20,000			20,000
						3,073,000			2,370,000
Discount - net						(17,632	)		(17,118	)
Total unsecured borrowings						4,378,368			3,332,882
Total – net					$	4,433,639		$	3,569,086

⁽¹⁾ Reflects the weighted average annual contractual interest rate on the mortgages at September 30, 2016 excluding a third-party administration fee of approximately 0.5% annually. Secured by real estate assets with a net carrying value of $66.7 million as of September 30, 2016.

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Certain of our other secured and unsecured borrowings are subject to customary affirmative and negative covenants, including financial covenants. As of September 30, 2016 and December 31, 2015, we were in compliance with all affirmative and negative covenants, including financial covenants, for our secured and unsecured borrowings.

Mortgage Term Loan

As a result of the Aviv Merger in April 2015, we acquired two subsidiaries that were borrowers under a $180.0 million mortgage term loan secured by mortgages on 28 healthcare facilities owned by one of the borrowers. On July 25, 2016, we purchased the $180.0 million mortgage term loan, effectively eliminating the debt on our consolidated financial statements. The term loan was secured by real estate assets having a net carrying value of $290.5 million at June 30, 2016. The interest rate was based on LIBOR, with a floor of 50 basis points, plus a margin of 350 basis points. The interest rate at June 30, 2016 was 4.13%. We paid $180.0 million plus a 1% premium to purchase the debt.

Bank Credit Facilities

On January 29, 2016, we amended our Omega Credit Facilities (as defined below) to add a $350 million senior unsecured incremental term loan facility. As a result of the amendment, the Omega Credit Facilities now include a $1.25 billion senior unsecured revolving credit facility (the “Revolving Credit Facility”), a $200 million senior unsecured term loan facility (the “Tranche A-1 Term Loan Facility”), a $200 million senior unsecured incremental term loan facility (the “Tranche A-2 Term Loan Facility”) and a $350 million senior unsecured incremental term loan facility (the “Tranche A-3 Term Loan Facility” and, together with the Revolving Credit Facility, the Tranche A-1 Term Loan Facility and the Tranche A-2 Term Loan Facility, collectively, the “Omega Credit Facilities”). The Tranche A-1 Term Loan Facility, the Tranche A-2 Term Loan Facility and the Tranche A-3 Term Loan Facility may be referred to collectively herein as the “Omega Term Loan Facilities”.

The Tranche A-3 Term Loan Facility bears interest at LIBOR plus an applicable percentage (beginning at 150 basis points, with a range of 100 to 195 basis points) based on our ratings from Standard & Poor’s, Moody’s and/or Fitch Ratings. The Tranche A-3 Term Loan Facility matures on January 29, 2021.

$700 Million 4.5% Senior Notes due 2023

On July 12, 2016, we issued $700 million aggregate principal amount of our 4.375% Senior Notes due 2023 (the “2023 Notes”). The 2023 Notes were sold at an issue price of 99.739% of their face value before the underwriters’ discount. Our net proceeds from the offering, after deducting underwriting discounts and expenses, were approximately $692.0 million. The net proceeds from the offering were used to repay outstanding borrowings under our revolving credit facility, to purchase the $180.0 million mortgage term loan and for general corporate purposes.

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NOTE 13 – FINANCIAL INSTRUMENTS

At September 30, 2016 and December 31, 2015, the carrying amounts and fair values of our financial instruments were as follows:

	September 30, 2016				December 31, 2015
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(in thousands)
Assets:
Cash and cash equivalents	$	32,567	$	32,567	$	5,424	$	5,424
Restricted cash		12,282		12,282		14,607		14,607
Investments in direct financing leases – net		597,779		594,489		587,701		584,358
Mortgage notes receivable – net		624,339		630,576		679,795		687,130
Other investments – net		277,251		272,514		89,299		90,745
Total	$	1,544,218	$	1,542,428	$	1,376,826	$	1,382,264
Liabilities:
Revolving line of credit	$	223,000	$	223,000	$	230,000	$	230,000
Tranche A-1 term loan		200,000		200,000		200,000		200,000
Tranche A-2 term loan		200,000		200,000		200,000		200,000
Tranche A-3 term loan		350,000		350,000		—		—
Omega OP term loan		100,000		100,000		100,000		100,000
2015 term loan		250,000		250,000		250,000		250,000
4.375% notes due 2023 – net		698,237		725,932		—		—
5.875% notes due 2024 – net		400,000		466,755		400,000		429,956
4.95% notes due 2024 – net		395,758		421,791		395,333		403,064
4.50% notes due 2025 – net		248,257		254,384		248,099		242,532
5.25% notes due 2026 – net		598,466		645,477		598,343		612,760
4.50% notes due 2027 – net		691,130		698,660		690,494		667,651
Mortgage term loan due 2019		—		—		180,000		180,000
HUD debt – net		55,271		57,331		56,204		52,678
Subordinated debt – net		20,520		25,429		20,613		24,366
Other		3,000		3,000		—		—
Total	$	4,433,639	$	4,621,759	$	3,569,086	$	3,593,007

Fair value estimates are subjective in nature and are dependent on a number of important assumptions, including estimates of future cash flows, risks, discount rates and relevant comparable market information associated with each financial instrument (see Note 2 – Summary of Significant Accounting Policies in our Current Report on Form 8-K filed with the SEC on June 30, 2016). The use of different market assumptions and estimation methodologies may have a material effect on the reported estimated fair value amounts.

The following methods and assumptions were used in estimating fair value disclosures for financial instruments.

· Cash and cash equivalents and restricted cash: The carrying amount of cash and cash equivalents and restricted cash reported in the Consolidated Balance Sheets approximates fair value because of the short maturity of these instruments (i.e., less than 90 days) (Level 1).

· Direct financing leases: The fair value of the investments in direct financing leases are estimated using a discounted cash flow analysis, using interest rates being offered for similar leases to borrowers with similar credit ratings (Level 3).

· Mortgage notes receivable: The fair value of the mortgage notes receivables are estimated using a discounted cash flow analysis, using interest rates being offered for similar loans to borrowers with similar credit ratings (Level 3).

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· Other investments: Other investments are primarily comprised of notes receivable. The fair values of notes receivable are estimated using a discounted cash flow analysis, using interest rates being offered for similar loans to borrowers with similar credit ratings (Level 3).

· Revolving line of credit and term loans: The fair value of our borrowings under variable rate agreements are estimated using a present value technique based on expected cash flows discounted using the current market rates (Level 3).

· Senior notes and subordinated debt: The fair value of our borrowings under fixed rate agreements are estimated using a present value technique based on inputs from trading activity provided by a third party (Level 2).

· HUD debt: The fair value of our borrowings under HUD debt agreements are estimated using an expected present value technique based on quotes obtained by HUD debt brokers (Level 2).

NOTE 14 – LITIGATION

We are subject to various legal proceedings, claims and other actions arising out of the normal course of business. While any legal proceeding or claim has an element of uncertainty, management believes that the outcome of each lawsuit, claim or legal proceeding that is pending or threatened, or all of them combined, will not have a material adverse effect on our consolidated financial position or results of operations.

NOTE 15 – EARNINGS PER SHARE

The computation of basic earnings per share (“EPS”) is computed by dividing net income available to common stockholders by the weighted-average number of shares of common stock outstanding during the relevant period. Diluted EPS is computed using the treasury stock method, which is net income divided by the total weighted-average number of common outstanding shares plus the effect of dilutive common equivalent shares during the respective period. Dilutive common shares reflect the assumed issuance of additional common shares pursuant to certain of our share-based compensation plans, including stock options, restricted stock and performance restricted stock units and the assumed issuance of additional shares related to Omega OP Units held by outside investors.

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The following tables set forth the computation of basic and diluted earnings per share:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
	(in thousands, except per share amounts)
Numerator:
Net income	$	82,134		$	83,254		$	253,484		$	169,772
Less: net income attributable to noncontrolling interests		(3,585	)		(3,852	)		(11,328	)		(5,890	)
Net income available to common stockholders	$	78,549		$	79,402		$	242,156		$	163,882
Denominator:
Denominator for basic earnings per share		194,123			184,739			190,444			167,261
Effect of dilutive securities:
Common stock equivalents		1,093			1,483			1,174			1,580
Noncontrolling interest – OP units		8,862			8,961			8,910			5,983
Denominator for diluted earnings per share		204,078			195,183			200,528			174,824
Earnings per share – basic:
Net income available to common stockholders	$	0.40		$	0.43		$	1.27		$	0.98
Earnings per share – diluted:
Net income	$	0.40		$	0.43		$	1.26		$	0.97

NOTE 16 – CONSOLIDATING FINANCIAL STATEMENTS

As of September 30, 2016, we had outstanding: (i) $700 million 4.375% Senior Notes due 2023, (ii) $400 million 5.875% Senior Notes due 2024, (iii) $400 million 4.95% Senior Notes due 2024, (iv) $250 million 4.5% Senior Notes due 2025, (v) $600 million 5.25% Senior Notes due 2026 and (vi) $700 million 4.5% Senior Notes due 2027 (collectively, the “Senior Notes”). The Senior Notes are fully and unconditionally guaranteed, jointly and severally, by each of our subsidiaries that guarantee other indebtedness of Omega or any of the subsidiary guarantors. All of our subsidiaries that guarantee the Senior Notes also guarantee amounts outstanding under the Omega Credit Facilities and 2015 term loan listed in Note 12 – Borrowing Activities and Arrangements. In addition, all such subsidiary guarantors that are subsidiaries of Omega OP also guarantee amounts outstanding under the Omega OP term loan listed in Note 12 – Borrowing Activities and Arrangements.

The following summarized condensed consolidating financial information segregates the financial information of the non-guarantor subsidiaries from the financial information of Omega Healthcare Investors, Inc. and the subsidiary guarantors under the Senior Notes. Our non-guarantor subsidiaries include, among others, all subsidiaries securing secured debt that is currently outstanding and our U.K. subsidiaries. The results and financial position of acquired entities are included from the dates of their respective acquisitions.

The 2015 financial statements presented below have been adjusted to reflect our current guarantor and non-guarantor relationships as of September 30, 2016.

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OMEGA HEALTHCARE INVESTORS, INC.

CONSOLIDATING BALANCE SHEET

Unaudited

(in thousands)

	September 30, 2016
	Issuer & Subsidiary Guarantors			Non – Guarantor Subsidiaries			Elimination			Consolidated
ASSETS
Real estate properties
Land and buildings	$	6,938,032		$	655,854		$	—		$	7,593,886
Less accumulated depreciation		(1,142,146	)		(43,931	)		—			(1,186,077	)
Real estate properties – net		5,795,886			611,923			—			6,407,809
Investment in direct financing leases		597,779			—			—			597,779
Mortgage notes receivable		624,339			—			—			624,339
		7,018,004			611,923			—			7,629,927
Other investments		276,862			389			—			277,251
		7,294,866			612,312			—			7,907,178
Assets held for sale – net		91,210			—			—			91,210
Total investments		7,386,076			612,312			—			7,998,388
Cash and cash equivalents		27,576			4,991			—			32,567
Restricted cash		7,111			5,171			—			12,282
Accounts receivable – net		216,597			8,628			—			225,225
Goodwill		630,679			13,450			—			644,129
Investments in and advances to affiliates		580,945			—			(580,945	)		—
Other assets		58,185			11,587			—			69,772
Total assets	$	8,907,169		$	656,139		$	(580,945	)	$	8,982,363
LIABILITIES AND EQUITY
Revolving line of credit	$	223,000		$	—		$	—		$	223,000
Term loan		1,100,000			—			—			1,100,000
Secured borrowings		—			440,099			(384,828	)		55,271
Unsecured borrowings – net		3,055,368			—			—			3,055,368
Accrued expenses and other liabilities		353,610			7,986			—			361,596
Deferred income taxes		—			11,937			—			11,937
Intercompany payable		—			7,894			(7,894	)		—
Total liabilities		4,731,978			467,916			(392,722	)		4,807,172
Equity:
Common stock		19,514			—			—			19,514
Equity investment from affiliates		—			164,285			(164,285	)		—
Common stock – additional paid-in capital		4,827,877			—			—			4,827,877
Cumulative net earnings		1,614,678			23,516			(23,516	)		1,614,678
Cumulative dividends paid		(2,587,841	)		—			—			(2,587,841	)
Accumulated other comprehensive (loss) income		(52,170	)		422			(422	)		(52,170	)
Total stockholders’ equity		3,822,058			188,223			(188,223	)		3,822,058
Noncontrolling interest		353,133			—			—			353,133
Total equity		4,175,191			188,223			(188,223	)		4,175,191
Total liabilities and equity	$	8,907,169		$	656,139		$	(580,945	)	$	8,982,363

 30

OMEGA HEALTHCARE INVESTORS, INC.

CONSOLIDATING BALANCE SHEET

(in thousands)

	December 31, 2015
	Issuer & Subsidiary Guarantors			Non – Guarantor Subsidiaries			Elimination			Consolidated
ASSETS
Real estate properties
Land and buildings	$	6,184,507		$	559,451		$	—		$	6,743,958
Less accumulated depreciation		(991,314	)		(27,836	)		—			(1,019,150	)
Real estate properties – net		5,193,193			531,615			—			5,724,808
Investment in direct financing leases		587,701			—			—			587,701
Mortgage notes receivable		679,795			—			—			679,795
		6,460,689			531,615			—			6,992,304
Other investments		89,299			—			—			89,299
		6,549,988			531,615			—			7,081,603
Assets held for sale – net		6,599			—			—			6,599
Total investments		6,556,587			531,615			—			7,088,202
Cash and cash equivalents		1,592			3,832			—			5,424
Restricted cash		8,058			6,549			—			14,607
Accounts receivable – net		196,107			7,755			—			203,862
Goodwill		630,404			15,279			—			645,683
Investments in and advances to affiliates		300,409			—			(300,409	)		—
Other assets		53,732			7,499			—			61,231
Total assets	$	7,746,889		$	572,529		$	(300,409	)	$	8,019,009
LIABILITIES AND EQUITY
Revolving line of credit	$	230,000		$	—		$	—		$	230,000
Term loan		750,000			—			—			750,000
Secured borrowings		—			361,460			(125,256	)		236,204
Unsecured borrowings – net		2,352,882			—			—			2,352,882
Accrued expenses and other liabilities		326,815			6,891			—			333,706
Deferred income taxes		—			15,352			—			15,352
Intercompany payable		(13,673	)		13,673			—			—
Total liabilities		3,646,024			397,376			(125,256	)		3,918,144
Equity:
Common stock		18,740			—			—			18,740
Equity investment from affiliates		—			156,830			(156,830	)		—
Common stock – additional paid-in capital		4,609,474			—			—			4,609,474
Cumulative net earnings		1,372,522			18,246			(18,246	)		1,372,522
Cumulative dividends paid		(2,254,038	)		—			—			(2,254,038	)
Accumulated other comprehensive (loss) income		(8,712	)		77			(77	)		(8,712	)
Total stockholders’ equity		3,737,986			175,153			(175,153	)		3,737,986
Noncontrolling interest		362,879			—			—			362,879
Total equity		4,100,865			175,153			(175,153	)		4,100,865
Total liabilities and equity	$	7,746,889		$	572,529		$	(300,409	)	$	8,019,009

 31

OMEGA HEALTHCARE INVESTORS, INC.

CONSOLIDATING STATEMENT OF OPERATIONS

Unaudited

(in thousands)

	Three Months Ended September 30, 2016												Nine Months Ended September 30, 2016
	Issuer & Subsidiary Guarantors			Non – Guarantor Subsidiaries			Elimination			Consolidated			Issuer & Subsidiary Guarantors			Non – Guarantor Subsidiaries			Elimination			Consolidated
Revenue
Rental income	$	170,639		$	15,198		$	-		$	185,837		$	504,780		$	44,214		$	-		$	548,994
Income from direct financing leases		15,611			-			-			15,611			46,574			-			-			46,574
Mortgage interest income		15,996			-			-			15,996			53,973			-			-			53,973
Other investment income – net		8,552			16			(1,374	)		7,194			18,120			54			(1,374	)		16,800
Total operating revenues		210,798			15,214			(1,374	)		224,638			623,447			44,268			(1,374	)		666,341
Expenses
Depreciation and amortization		62,460			5,856			-			68,316			179,219			17,035			-			196,254
General and administrative		12,303			125			-			12,428			34,326			389			-			34,715
Acquisition and merger related costs		2,026			283			-			2,309			5,779			3,805			-			9,584
Impairment loss on real estate properties		17,275			-			-			17,275			58,508			218			-			58,726
(Recovery) provision for uncollectible mortgages, notes and accounts receivable		(3	)		-			-			(3	)		705			3,262			-			3,967
Total operating expenses		94,061			6,264			-			100,325			278,537			24,709			-			303,246
Income before other income and expense		116,737			8,950			(1,374	)		124,313			344,910			19,559			(1,374	)		363,095
Other income (expense):
Interest income		154			3			-			157			160			9			-			169
Interest expense		(39,114	)		(5,115	)		1,374			(42,855	)		(106,807	)		(14,295	)		1,374			(119,728	)
Interest – amortization of deferred financing costs		(2,476	)		(26	)		-			(2,502	)		(6,806	)		(38	)		-			(6,844	)
Interest – refinancing costs		(1,815	)		-			-			(1,815	)		(2,113	)		-			-			(2,113	)
Realized loss on foreign exchange		(222	)		-			-			(222	)		(244	)		-			-			(244	)
Equity in earnings		3,986			-			(3,986	)		-			5,270			-			(5,270	)		-
Total other expense		(39,487	)		(5,138	)		(2,612	)		(47,237	)		(110,540	)		(14,324	)		(3,896	)		(128,760	)
Income before gain on assets sold		77,250			3,812			(3,986	)		77,076			234,370			5,235			(5,270	)		234,335
Gain on assets sold - net		5,139			-			-			5,139			19,931			-			-			19,931
Income from continuing operations before income taxes		82,389			3,812			(3,986	)		82,215			254,301			5,235			(5,270	)		254,266
Income taxes		(255	)		174			-			(81	)		(817	)		35			-			(782	)
Net income		82,134			3,986			(3,986	)		82,134			253,484			5,270			(5,270	)		253,484
Net income attributable to noncontrolling interest		(3,585	)		-			-			(3,585	)		(11,328	)		-			-			(11,328	)
Net income available to common stockholders	$	78,549		$	3,986		$	(3,986	)	$	78,549		$	242,156		$	5,270		$	(5,270	)	$	242,156

 32

OMEGA HEALTHCARE INVESTORS, INC.

CONSOLIDATING STATEMENTS OF OPERATIONS

(in thousands)

	Three Months Ended September 30, 2015												Nine Months Ended September 30, 2015
	Issuer & Subsidiary Guarantors			Non – Guarantor Subsidiaries			Elimination			Consolidated			Issuer & Subsidiary Guarantors			Non – Guarantor Subsidiaries			Elimination			Consolidated
Revenue
Rental income	$	153,029		$	13,594		$	-		$	166,623		$	402,341		$	28,358		$	-		$	430,699
Income from direct financing leases		15,216			-			-			15,216			44,582			-			-			44,582
Mortgage interest income		17,195			-			-			17,195			51,336			-			-			51,336
Other investment income – net		2,940			-			-			2,940			6,488			-			-			6,488
Total operating revenues		188,380			13,594			-			201,974			504,747			28,358			-			533,105
Expenses
Depreciation and amortization		54,600			5,543			-			60,143			138,381			11,528			-			149,909
General and administrative		10,064			96			-			10,160			26,201			281			-			26,482
Acquisition and merger related costs		3,555			-			-			3,555			52,994			2,513			-			55,507
Impairment loss on real estate properties		1,743			-			-			1,743			14,641			-			-			14,641
Provision for uncollectible mortgages, notes and accounts receivable		301			-			-			301			292			-			-			292
Total operating expenses		70,263			5,639			-			75,902			232,509			14,322			-			246,831
Income before other income and expense		118,117			7,955			-			126,072			272,238			14,036			-			286,274
Other income (expense):
Interest income		1			4			-			5			196			9			-			205
Interest expense		(34,255	)		(3,914	)		-			(38,169	)		(100,966	)		(7,810	)		-			(108,776	)
Interest – amortization of deferred financing costs		(1,852	)		(5	)		-			(1,857	)		(5,020	)		(16	)		-			(5,036	)
Interest – refinancing costs		-			-			-			-			(8,361	)		-			-			(8,361	)
Equity in earnings		3,771			-			(3,771	)		-			5,771			-			(5,771	)		-
Total other expense		(32,335	)		(3,915	)		(3,771	)		(40,021	)		(108,380	)		(7,817	)		(5,771	)		(121,968	)
Income before gain (loss) on assets sold		85,782			4,040			(3,771	)		86,051			163,858			6,219			(5,771	)		164,306
(Loss) gain on assets sold – net		(2,391	)		-			-			(2,391	)		6,411			-			-			6,411
Income from continuing operations before income taxes		83,391			4,040			(3,771	)		83,660			170,269			6,219			(5,771	)		170,717
Income taxes		(137	)		(269	)		-			(406	)		(497	)		(448	)		-			(945	)
Net income		83,254			3,771			(3,771	)		83,254			169,772			5,771			(5,771	)		169,772
Net income attributable to noncontrolling interest		(3,852	)		-			-			(3,852	)		(5,890	)		-			-			(5,890	)
Net income available to common stockholders	$	79,402		$	3,771		$	(3,771	)	$	79,402		$	163,882		$	5,771		$	(5,771	)	$	163,882

 33

OMEGA HEALTHCARE INVESTORS, INC.

CONSOLIDATING STATEMENTS OF CASH FLOWS

Unaudited (in thousands)

	Nine Months Ended September 30, 2016
	Issuer & Subsidiary Guarantors			Non-Guarantor Subsidiaries			Elimination			Consolidated
Cash flows from operating activities
Net income	$	253,484		$	5,270		$	(5,270	)	$	253,484
Adjustment to reconcile net income to cash provided by operating activities:
Depreciation and amortization		179,219			17,035			—			196,254
Provision for impairment on real estate properties		58,508			218			—			58,726
Provision for uncollectible mortgages, notes and accounts receivable		705			3,262			—			3,967
Amortization of deferred financing and refinancing costs		8,919			38			—			8,957
Accretion of direct financing leases		(8,999	)		—			—			(8,999	)
Stock-based compensation		10,116			—			—			10,116
Gain on assets sold – net		(19,931	)		—			—			(19,931	)
Amortization of acquired in-place leases - net		(10,957	)		—			—			(10,957	)
Equity in earnings		(5,270	)		—			5,270			—
Change in operating assets and liabilities – net of amounts assumed/acquired:
Accounts receivable – net		205			(2	)		—			203
Straight-line rent receivables		(25,574	)		(4,385	)		—			(29,959	)
Lease inducements		1,942			—			—			1,942
Effective yield receivable on mortgage notes		(209	)		—			—			(209	)
Other operating assets and liabilities		5,214			(11,571	)		—			(6,357	)
Net cash provided by operating activities		447,372			9,865			—			457,237
Cash flows from investing activities
Acquisition of real estate – net of liabilities assumed and escrows acquired		(833,390	)		(126,358	)		—			(959,748	)
Investment in construction in progress		(44,113	)		—			—			(44,113	)
Investments in subsidiaries		(120,741	)		—			120,741			—
Investment in direct financing leases		(1,079	)		—			—			(1,079	)
Placement of mortgage loans		(27,895	)		—			—			(27,895	)
Proceeds from sale of real estate investments		64,746			—			—			64,746
Capital improvements to real estate investments		(29,761	)		(1,647	)		—			(31,408	)
Proceeds from other investments		47,901			1,581			—			49,482
Investments in other investments		(240,865	)		(2,134	)		—			(242,999	)
Collection of mortgage principal		58,149			—			—			58,149
Net cash used in investing activities		(1,127,048	)		(128,558	)		120,741			(1,134,865	)
Cash flows from financing activities
Proceeds from credit facility borrowings		1,134,000			—			—			1,134,000
Payments on credit facility borrowings		(1,141,000	)		—			—			(1,141,000	)
Receipts of other long-term borrowings		1,048,173			—			—			1,048,173
Payments of other long-term borrowings		(180,000	)		(934	)		—			(180,934	)
Payments of financing related costs		(11,746	)		(24	)		—			(11,770	)
Receipts from dividend reinvestment plan		229,769			—			—			229,769
Payments for exercised options and restricted stock – net		(23,403	)		—			—			(23,403	)
Dividends paid		(333,663	)		—			—			(333,663	)
Contributions from affiliate		—			120,741			(120,741	)		—
Redemption of OP Units		(732	)		—			—			(732	)
Distributions to OP Unit Holders		(15,738	)		—			—			(15,738	)
Net cash provided by financing activities		705,660			119,783			(120,741	)		704,702
Increase in cash and cash equivalents		25,984			1,090			—			27,074
Effect of foreign currency translation on cash and cash equivalents		—			69			—			69
Cash and cash equivalents at beginning of period		1,592			3,832			—			5,424
Cash and cash equivalents at end of period	$	27,576		$	4,991		$	—		$	32,567

 34

OMEGA HEALTHCARE INVESTORS, INC.

CONSOLIDATING STATEMENTS OF CASH FLOWS

(in thousands)

	Nine Months Ended September 30, 2015
	Issuer & Subsidiary Guarantors			Non-Guarantor Subsidiaries			Elimination			Consolidated
Cash flows from operating activities
Net income	$	169,772		$	5,771		$	(5,771	)	$	169,772
Adjustment to reconcile net income to cash provided by operating activities:
Depreciation and amortization		138,381			11,528			—			149,909
Provision for impairment on real estate properties		14,641			—			—			14,641
Provision for uncollectible mortgages, notes and accounts receivable		292			—			—			292
Amortization of deferred financing and refinancing costs		13,381			16			—			13,397
Accretion of direct financing leases		(8,124	)		—			—			(8,124	)
Stock-based compensation		6,682			—			—			6,682
Gain on assets sold – net		(6,411	)		—			—			(6,411	)
Amortization of acquired in-place leases - net		(4,264	)		—			—			(4,264	)
Change in operating assets and liabilities – net of amounts assumed/acquired:
Accounts receivable, net		315			—			—			315
Straight-line rent receivables		(23,347	)		(3,218	)		—			(26,565	)
Lease inducements		347			—			—			347
Effective yield receivable on mortgage notes		(3,159	)		—			—			(3,159	)
Other operating assets and liabilities		9,648			553			5,771			15,972
Net cash provided by operating activities		308,154			14,650			—			322,804
Cash flows from investing activities
Acquisition of real estate – net of liabilities assumed and escrows acquired		(110,806	)		(177,484	)		—			(288,290	)
Cash acquired in merger		84,858			—			—			84,858
Investment in construction in progress		(145,276	)		—			—			(145,276	)
Investments in subsidiaries		(170,631	)		170,631			—			—
Investment in direct financing leases		(6,793	)		—			—			(6,793	)
Placement of mortgage loans		(7,601	)		—			—			(7,601	)
Proceeds from sale of real estate investments		41,541			—			—			41,541
Capital improvements to real estate investments		(16,356	)		(1,798	)		—			(18,154	)
Proceeds from other investments		37,428			—			—			37,428
Investments in other investments		(49,489	)		—			—			(49,489	)
Collection of mortgage principal		1,025			—			—			1,025
Net cash used in investing activities		(342,100	)		(8,651	)		—			(350,751	)
Cash flows from financing activities
Proceeds from credit facility borrowings		1,704,000			—			—			1,704,000
Payments on credit facility borrowings		(1,239,000	)		—			—			(1,239,000	)
Receipts of other long-term borrowings		1,588,124			—			—			1,588,124
Payments of other long-term borrowings		(1,587,158	)		(905	)		—			(1,588,063	)
Payments of financing related costs		(30,709	)		—			—			(30,709	)
Escrow deposit for other long-term borrowing		(614,998	)		—			—			(614,998	)
Receipts from dividend reinvestment plan		65,665			—			—			65,665
Payments for exercised options and restricted stock – net		(26,168	)		—			—			(26,168	)
Net proceeds from issuance of common stock		439,738			—			—			439,738
Dividends paid		(253,105	)		—			—			(253,105	)
Distributions to OP Unit holders		(6,598	)		—			—			(6,598	)
Net cash provided by (used in) financing activities		39,791			(905	)		—			38,886
Increase in cash and cash equivalents		5,845			5,094			—			10,939
Effect of foreign currency translation on cash and cash equivalents		—			(109	)		—			(109	)
Cash and cash equivalents at beginning of period		4,489			—			—			4,489
Cash and cash equivalents at end of period	$	10,334		$	4,985		$	—		$	15,319

 35

Item 2 – Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-looking Statements, Reimbursement Issues and Other Factors Affecting Future Results

The following discussion should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this document, including statements regarding potential future changes in reimbursement. This document contains forward-looking statements within the meaning of the federal securities laws. These statements relate to our expectations, beliefs, intentions, plans, objectives, goals, strategies, future events, performance and underlying assumptions and other statements other than statements of historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology including, but not limited to, terms such as “may,” “will,” “anticipates,” “expects,” “believes,” “intends,” “should” or comparable terms or the negative thereof. These statements are based on information available on the date of this filing and only speak as to the date hereof and no obligation to update such forward-looking statements should be assumed. Our actual results may differ materially from those reflected in the forward-looking statements contained herein as a result of a variety of factors, including, among other things:

(i) those items discussed under “Risk Factors” in Part I, Item 1A to our annual report on Form 10-K for the year ended December 31, 2015, and in Part II, Item 1A of our quarterly report on Form 10-Q for the quarters ended March 31, 2016 and June 30, 2016 and this report (if any);

(ii) uncertainties relating to the business operations of the operators of our assets, including those relating to reimbursement by third-party payors, regulatory matters and occupancy levels;

(iii) the ability of any operators in bankruptcy to reject unexpired lease obligations, modify the terms of our mortgages and impede our ability to collect unpaid rent or interest during the process of a bankruptcy proceeding and retain security deposits for the debtors’ obligations;

(iv) our ability to sell closed or foreclosed assets on a timely basis and on terms that allow us to realize the carrying value of these assets;

(v) our ability to manage, re-lease or sell any owned and operated facilities;

(vi) the availability and cost of capital to us;

(vii) changes in our credit ratings and the ratings of our debt securities;

(viii) competition in the financing of healthcare facilities;

(ix) regulatory and other changes in the healthcare sector;

(x) changes in the financial position of our operators;

(xi) the effect of economic and market conditions generally and, particularly, in the healthcare industry;

(xii) changes in interest rates;

(xiii) the amount and yield of any additional investments;

(xiv) changes in tax laws and regulations affecting real estate investment trusts, which we refer to as REITs;

(xv) the possibility that we will not realize estimated synergies or growth as a result of our merger with Aviv REIT, Inc., which was consummated on April 1, 2015, or that such benefits may take longer to realize than expected;

(xvi) the potential impact of changes in the skilled nursing facility (“SNF”) and assisted living facility (“ALF”) market or local real estate conditions on our ability to dispose of assets held for sale for the anticipated proceeds or on a timely basis, or to redeploy the proceeds therefrom on favorable terms; and

(xvii) our ability to maintain our status as a real estate investment trust.

Overview

Omega Healthcare Investors, Inc. (“Omega,” “we,” “our” or the “Company”) has one reportable segment consisting of investments in healthcare-related real estate properties located in the United States and the United Kingdom. Our core business is to provide financing and capital to the long-term healthcare industry with a particular focus on SNFs. Our core portfolio consists of long-term leases and mortgage agreements. All of our leases are “triple-net” leases, which require the tenants to pay all property-related expenses. Our mortgage revenue derives from fixed rate mortgage loans, which are secured by first mortgage liens on the underlying real estate and personal property of the mortgagor.

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Omega was formed as a real estate investment trust (“REIT”) and incorporated in the State of Maryland on March 31, 1992. In April 2015, Aviv REIT Inc., a Maryland corporation (“Aviv”), merged (the “Aviv Merger”) with and into a wholly owned subsidiary of Omega, pursuant to the terms of that certain Agreement and Plan of Merger, dated as of October 30, 2014 (the “Merger Agreement”), by and among the Company, Aviv, OHI Healthcare Properties Holdco, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Omega (“Merger Sub”), OHI Healthcare Properties Limited Partnership, a Delaware limited partnership (“Omega OP”), and Aviv Healthcare Properties Limited Partnership, a Delaware limited partnership (the “Aviv OP”). As a result of the Aviv Merger, Omega acquired 342 facilities, two facilities subject to direct financing leases, one medical office building, two mortgages and other investments.

Prior to April 1, 2015 and in accordance with the Merger Agreement, Omega restructured the manner in which it holds its assets by converting to an umbrella partnership real estate investment trust structure (the “UPREIT Conversion”). As a result of the UPREIT Conversion and following the consummation of the Aviv Merger, substantially all of the Company’s assets are held by Omega OP.

Omega OP is governed by the Second Amended and Restated Agreement of Limited Partnership of OHI Healthcare Properties Limited Partnership, dated as of April 1, 2015 (the “Partnership Agreement”). Pursuant to the Partnership Agreement, the Company and Merger Sub are the general partners of Omega OP, and have exclusive control over Omega OP’s day-to-day management. As of September 30, 2016, the Company owned approximately 96% of the issued and outstanding units of partnership interest in Omega OP (“Omega OP Units”), and investors owned approximately 4% of the Omega OP Units.

Our portfolio of real estate investments at September 30, 2016, consisted of 1,014 healthcare facilities, located in 42 states and the United Kingdom and operated by 81 third party operators. Our gross investment in these facilities, net of impairments and before reserve for uncollectible loans, totaled approximately $8.9 billion at September 30, 2016, with approximately 99% of our real estate investments related to long-term care facilities. Our portfolio is made up of: (i) 816 SNFs, (ii) 101 ALFs, (iii) 16 specialty facilities, (iv) one medical office building, (v) fixed rate mortgages on 44 SNFs and two ALFs and (vi) 34 facilities that are closed/held-for-sale. At September 30, 2016, we also held miscellaneous investments of approximately $277.3 million, consisting primarily of secured loans to third-party operators of our facilities.

As of September 30, 2016 and December 31, 2015 we do not have any material properties or operators with facilities that are not materially occupied.

Our consolidated financial statements include the accounts of (i) Omega, (ii) Omega OP, and (iii) all direct and indirect wholly owned subsidiaries of Omega. All intercompany transactions and balances have been eliminated in consolidation.

Taxation

Since our inception, we have elected to be taxed as a REIT under the applicable provisions of the Internal Revenue Code (the “Code”). A REIT is generally not subject to federal income tax on that portion of its REIT taxable income which is distributed to its stockholders, provided that at least 90% of such taxable income is distributed each tax year and certain other requirements are met, including asset and income tests. So long as we qualify as a REIT under the Code, we generally will not be subject to federal income taxes on the REIT taxable income that we distribute to stockholders, subject to certain exceptions.

If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to federal income taxes on its taxable income at regular corporate rates and dividends paid to our stockholders will not be deductible by us in computing taxable income. Further, we will not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year in which qualification is denied, unless the Internal Revenue Service grants us relief under certain statutory provisions. Failing to qualify as a REIT could materially and adversely affect the Company’s net income; however, we believe we are organized and operate in such a manner as to qualify for treatment as a REIT. On a quarterly and annual basis, we test our compliance within the REIT taxation rules to ensure that we are in compliance with the REIT rules. We review our distributions and projected distributions each year to ensure we have met and will continue to meet the annual REIT distribution requirements. In 2016, we expect to distribute dividends in excess of our taxable income.

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As a result of our UPREIT Conversion, our Company and its subsidiaries may be subject to income or franchise taxes in certain states and municipalities. Also, as a result of our UPREIT Conversion, we created five wholly owned subsidiary REITs that are subject to all of the REIT qualification rules set forth in the Code. In December 2015, we merged the five wholly owned subsidiary REITs into one wholly owned subsidiary REIT which is subject to all of the REIT qualification rules set forth in the Code.

Subject to the limitation under the REIT asset test rules, we are permitted to own up to 100% of the stock of one or more taxable REIT subsidiaries (“TRSs”). We have elected for two of our active subsidiaries to be treated as TRSs. One of our TRSs is subject to federal, state and local income taxes at the applicable corporate rates and the other is subject to foreign income taxes. As of September 30, 2016, our TRS that is subject to federal, state and local income taxes at the applicable corporate rates had a net operating loss carry-forward of approximately $0.8 million. The loss carry-forward is fully reserved as of September 30, 2016, with a valuation allowance due to uncertainties regarding realization.

During the third quarter of 2016, we recorded approximately $0.3 million of state and local income tax provision and approximately $0.2 million of tax benefit for foreign income taxes. For the nine months ended September 30, 2016, we recorded approximately $0.8 million of state and local income tax provision and approximately $35,000 of tax benefit for foreign income taxes.

Government Regulation and Reimbursement

The healthcare industry is heavily regulated. Our operators are subject to extensive and complex federal, state and local healthcare laws and regulations. These laws and regulations are subject to frequent and substantial changes resulting from the adoption of new legislation, rules and regulations, and administrative and judicial interpretations of existing law. The ultimate timing or effect of these changes, which may be applied retroactively, cannot be predicted. Changes in laws and regulations impacting our operators, in addition to regulatory non-compliance by our operators, can have a significant effect on the operations and financial condition of our operators, which in turn may adversely impact us. The following is a discussion of certain laws and regulations generally applicable to our operators, and in certain cases, to us.

Healthcare Reform. A substantial amount of rules and regulations have been issued under the Patient Protection and Affordable Care Act, as amended by the Health Care and Education and Reconciliation Act of 2010 (collectively referred to as the “Healthcare Reform Law”). We expect additional rules, regulations and interpretations under the Healthcare Reform Law to be issued that may materially affect our operators’ financial condition and operations.

Given the complexity of the Healthcare Reform Law and the substantial requirements for regulation thereunder, the impact of the Healthcare Reform Law on our operators or their ability to meet their obligations to us cannot be predicted. The Healthcare Reform Law could result in decreases in payments to our operators or otherwise adversely affect the financial condition of our operators, thereby negatively impacting our financial condition. Our operators may not be successful in modifying their operations to lessen the impact of any increased costs or other adverse effects resulting from changes in governmental programs, private insurance and/or employee welfare benefit plans. The impact of the Healthcare Reform Law on each of our operators will vary depending on payor mix, resident conditions and a variety of other factors. In addition to the provisions relating to reimbursement, other provisions of the Healthcare Reform Law may impact our operators as employers (e.g., requirements related to providing health insurance for employees).

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Reform Requirements for Long-Term Care Facilities. On September 28, 2016, the Centers for Medicare and Medicaid Services (“CMS”) issued a final rule modifying the conditions of participation in Medicare and Medicaid for SNFs. CMS stated that the regulations, last updated in 1991, were “necessary to reflect the substantial advances that had been made over the past several years in the theory and practice of service delivery and safety” within long-term care. The revisions are extensive and will require SNFs to implement new processes, make changes to current practices, and create new policies and procedures within a short timeframe to remain in compliance with their conditions for participation. Changes include provisions related to staff training, discharge planning, infection prevention and control programs, and pharmacy services, among others. While most of the regulations become effective on November 28, 2016, some of the regulations become effective in Phase 2, beginning on November 28, 2017, while others become effective in Phase 3 on November 28, 2019. According to CMS, it is estimated that the average cost for a SNF to implement the new regulations is estimated to be $62,900 the first year and $55,000 each year thereafter.

Reimbursement Generally. A significant portion of our operators’ revenue is derived from government-funded reimbursement programs, consisting primarily of Medicare and Medicaid. As federal and state governments focus on healthcare reform initiatives, and as the federal government and many states face significant current and future budget deficits, efforts to reduce costs by government payors will likely continue, which may result in reductions in reimbursement at both the federal and state levels. Additionally, new and evolving payor and provider programs, including but not limited to Medicare Advantage, dual eligible, accountable care organizations, and bundled payments could adversely impact our tenants’ and operators’ liquidity, financial condition or results of operations.

We currently believe that our operator coverage ratios are adequate and that our operators can absorb moderate reimbursement rate reductions and still meet their obligations to us. However, significant limits on the scope of services reimbursed and/or reductions of reimbursement rates could have a material adverse effect on our operators’ results of operations and financial condition, which could adversely affect our operators’ ability to meet their obligations to us.

Medicaid. State budgetary concerns, coupled with the implementation of rules under the Healthcare Reform Law, may result in significant changes in healthcare spending at the state level. Many states are currently focusing on the reduction of expenditures under their state Medicaid programs, which may result in a reduction in reimbursement rates for our operators. The need to control Medicaid expenditures by the states may be exacerbated by the potential for increased enrollment in Medicaid due to unemployment and declines in family incomes. Since our operators’ profit margins on Medicaid patients are generally relatively low, more than modest reductions in Medicaid reimbursement or an increase in the number of Medicaid patients could adversely affect our operators’ results of operations and financial condition, which in turn could negatively impact us.

The Healthcare Reform Law provided for Medicaid coverage to be expanded to all individuals under age 65 with incomes up to 133% of the federal poverty level, beginning January 1, 2014. The federal government committed to paying the entire cost for Medicaid coverage for newly eligible beneficiaries from 2014 through 2016. In 2017, the federal share will decline to 95%; in 2018, to 94%; in 2019, to 93%; and in 2020 and subsequent years, to 90%. However, the Supreme Court ruled on June 28, 2012 that states could not be required to expand Medicaid or risk losing federal funding of their existing Medicaid programs. As of June 30, 2016, thirty-two (32) states including the District of Columbia have expanded or are expanding Medicaid coverage as contemplated by the Healthcare Reform Law, with many of the remaining states involved in a variety of legislative proposals or discussions.

Medicare. On July 29, 2016, CMS issued a final rule regarding the FY 2017 Medicare payment rates and quality programs for SNFs, which continues the trend of shifting Medicare payments from volume to value. Aggregate payments to SNFs in FY 2017 will increase by $920 million or 2.4% over fiscal year 2016 payments. This increase is attributable to a 2.7% market basket increase, reduced by 0.3% in accordance with the multifactor productivity adjustment required by law. The new payment rates are effective on October 1, 2016.

As indicated above, a significant goal of the Healthcare Reform Law is to transform the delivery of health care by changing reimbursement for health care services to hold providers accountable for the cost and quality of care provided. Reimbursement methodology reforms which are becoming increasingly prevalent under health care reform include value-based purchasing, in which a portion of a provider or facility’s reimbursement is redistributed based on relative performance on designated economic, clinical quality, and patient satisfaction metrics. These reimbursement methodologies and similar programs are expected to expand, both in public and commercial health plans.

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On April 1, 2014, President Obama signed the “Protecting Access to Medicare Act of 2014” which called for the U.S. Department of Health and Human Services (“HHS”) to develop a value based purchasing program for SNFs aimed at lowering readmission rates beginning on October 1, 2018. Since that time, several other quality related reimbursement initiatives have been introduced or implemented. On April 26, 2015, CMS announced its goal to have 30% of Medicare payments for quality and value through alternative payment models such as Accountable Care Organizations or bundled payments by 2016 and up to 50% by the end of 2018. In March 2016, CMS announced that its 30% target for 2016 was reached in January 2016.

On April 1, 2016, CMS’s bundled payment program for Lower Extremity Joint Replacement (“CJR”) procedures went into effect.  The CJR bundled payment program is mandatory for all hospitals paid under the Medicare Inpatient Prospective Payment System and located in the 67 selected metropolitan areas. Through this bundled payment model, hospitals in the 67 selected metropolitan areas will receive additional payments if quality and costs exceed defined parameters or, if not, have to repay Medicare for a portion of the spending. On July 25, 2016, CMS proposed rulemaking to extend effective July 1, 2017, the CJR bundled payment models for these same areas for hip/femur fracture surgeries. The proposed rulemaking would also add bundled payment models for heart attacks and bypass surgeries in 98 randomly selected metropolitan areas effective July 1, 2017. As a result, Medicare revenues at SNFs related to hospital discharges subject to bundled payment programs in the identified geographic areas could either be either positively or negatively affected by the bundled payment program.

Other Medicare reimbursement initiatives which were first implemented over a year ago continue to have the potential to negatively impact Medicare revenues. The “Medicare Access and CHIP Reauthorization Act of 2015” extended the Medicare therapy cap exceptions process through December 31, 2017. The statutory Medicare Part B outpatient cap for occupational therapy is $1,960 for 2016, and the combined cap for physical therapy and speech therapy is also $1,960 for 2016. These caps do not apply to therapy services covered under Medicare Part A for SNFs, although the caps apply in most other instances involving patients in SNFs or long-term care facilities who receive therapy services covered under Medicare Part B. The exception process permits medically necessary therapy services beyond the cap limits. Expiration of the therapy cap exceptions process in the future could have a material adverse effect on our operators’ financial condition and operations, which could adversely impact their ability to meet their obligations to us.

The “Bipartisan Budget Act of 2015” (“BBA”) was signed by President Obama on November 2, 2015. While the BBA provides $80 billion in discretionary spending sequestration relief over two years, it also extended Medicare sequestration, which generally cuts Medicare provider and plan payments by 2% across the board, for an additional year, through 2025. The BBA also provides a uniform 2% reduction for 2024 instead of applying different rates during the first and second halves of the fiscal year. However, the fiscal year 2025 sequestration will be “front loaded,” such that, a 4% reduction will apply during the first six months of the fiscal year and no reduction will be imposed during the second half of the fiscal year.

Quality of Care Initiatives. In addition to quality or value based reimbursement reforms, CMS has implemented a number of initiatives focused on the quality of care provided by long term care facilities that could affect our operators. On December 2008, CMS released quality ratings for all of the nursing homes that participate in Medicare or Medicaid under its “Five Star Quality Rating System.” Facility rankings, ranging from five stars (“much above average”) to one star (“much below average”) are updated on a monthly basis. SNFs are required to provide information for the CMS Nursing Home Compare website regarding staffing and quality measures. Based on this data and the results of state health inspections, SNFs are then rated based on the five-star rating system.

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In furtherance of CMS’s goal of changing the rating system to increase the number and type of quality measures not solely based on self-reported data, CMS modified the new quality measures for SNFs in August 2016. The new measures are based primarily on Medicare claims data submitted by hospitals, including the following measures: (1) percentage of short-stay residents who were successfully discharged to the community; (2) percentage of short-stay residents who have had an outpatient emergency department visit; (3) percentage of short-stay residents who were re-hospitalized after a nursing home admission; (4) percentage of short-stay residents who made improvements in function; and (5) percentage of long-stay residents whose ability to move independently worsened. The sixth new quality measure, the antianxiety/hypnotic medication measure, was rejected due to difficulty in setting appropriate benchmarks for the acceptable use of the medications. These ratings were incorporated into the nursing home rating system in July 2016 and are being phased in slowly, with half of their value applied in July and full value applied in January 2017. It is possible that this or any other ranking system could lead to future reimbursement policies that reward or penalize facilities on the basis of the reported quality of care parameters.

CMS has incorporated hospital readmissions review into the Quality Indicators Survey. Under Medicare’s Inpatient Prospective Payment System, CMS began adjusting payments to hospitals for excessive readmissions of patients for heart attacks, heart failure and pneumonia during fiscal years beginning on and after October 1, 2012. Long term care facilities are under increased scrutiny to prevent residents from being readmitted to hospitals for these conditions in particular, and have an opportunity to demonstrate their quality of care by reducing their hospital readmission rates. The quality measures added on April 27, 2016 include a readmission measure, indicating that hospital readmissions will be a consideration in the CMS five-star rating system. Effective September 1, 2016, additional heightened and costly disciplinary remedies became applicable to SNFs. Any SNF that receives a Quality Indicators Survey deficiency cited at a Scope and Severity level of J or higher will be automatically and immediately assessed civil monetary penalties by CMS. There is no opportunity to correct the deficiencies to avoid the penalties.

Office of the Inspector General Activities. The Office of Inspector General’s (the “OIG”) Mid-Year Update to its Work Plan for government fiscal year 2016, which describes projects that the OIG plans to address during the fiscal year, includes three projects related specifically to nursing homes: (1) compliance with the SNF prospective payment system related to a three-day qualifying inpatient hospital stay; (2) implementation of a national background check program for long-term care employees; and (3) potentially avoidable hospitalizations of nursing home residents due to urinary tract infections.

Department of Justice. SNFs are under intense scrutiny for the quality of care being rendered to residents and appropriate billing practices. The Department of Justice launched ten regional Elder Justice Task Forces in 2016 which are coordinating and enhancing efforts to pursue SNFs that provide grossly substandard care to their residents. They are also focusing on therapy billing issues. These Task Forces are composed of representatives from the U.S. Attorneys’ Offices, State Medicaid Fraud Control Units, state and local prosecutors’ offices, HHS, State Adult Protective Services agencies, Long Term Care Ombudsmen programs, and law enforcement.

Fraud and Abuse. There are various federal and state civil and criminal laws and regulations governing a wide array of healthcare provider referrals, relationships and arrangements, including laws and regulations prohibiting fraud by healthcare providers. Many of these complex laws raise issues that have not been clearly interpreted by the relevant governmental authorities and courts.

These laws include: (i) federal and state false claims acts, which, among other things, prohibit providers from filing false claims or making false statements to receive payment from Medicare, Medicaid or other federal or state healthcare programs; (ii) federal and state anti-kickback and fee-splitting statutes, including the Medicare and Medicaid anti-kickback statute, which prohibit the payment or receipt of remuneration to induce referrals or recommendations of healthcare items or services, such as services provided in a SNF; (iii) federal and state physician self-referral laws (commonly referred to as the Stark Law), which generally prohibit referrals by physicians to entities for designated health services (some of which are provided in SNFs) with which the physician or an immediate family member has a financial relationship; (iv) the federal Civil Monetary Penalties Law, which prohibits, among other things, the knowing presentation of a false or fraudulent claim for certain healthcare services and (v) federal and state privacy laws, including the privacy and security rules contained in the Health Insurance Portability and Accountability Act of 1996, which provide for the privacy and security of personal health information.

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Violations of healthcare fraud and abuse laws carry civil, criminal and administrative sanctions, including punitive sanctions, monetary penalties, imprisonment, denial of Medicare and Medicaid reimbursement and potential exclusion from Medicare, Medicaid or other federal or state healthcare programs. Additionally, there are criminal provisions that prohibit filing false claims or making false statements to receive payment or certification under Medicare and Medicaid, as well as failing to refund overpayments or improper payments. Violation of the anti-kickback statute or Stark Law may form the basis for a federal False Claims Act violation. These laws are enforced by a variety of federal, state and local agencies and can also be enforced by private litigants through, among other things, federal and state false claims acts, which allow private litigants to bring qui tam or whistleblower actions, which have become more frequent in recent years.

Privacy. Our operators are subject to various federal, state and local laws and regulations designed to protect the confidentiality and security of patient health information, including the federal Health Insurance Portability and Accountability Act of 1996, as amended, the Health Information Technology for Economic and Clinical Health Act, and the corresponding regulations promulgated thereunder (collectively referred to herein as “HIPAA”). In March 2016, the HHS Office for Civil Rights began Phase 2 of its HIPAA Audit Program, which includes a review of business associates as well as covered entities. The audit focuses on compliance with the Privacy, Security, and Breach Notification Rules.

Various states have similar laws and regulations that govern the maintenance and safeguarding of patient records, charts and other information generated in connection with the provision of professional medical services. These laws and regulations require our operators to expend the requisite resources to secure protected health information, including the funding of costs associated with technology upgrades. Operators found in violation of HIPAA or any other privacy law or regulation may face large penalties. In addition, compliance with an operator’s notification requirements in the event of a breach of unsecured protected health information could cause reputational harm to an operator’s business.

Licensing and Certification. Our operators and facilities are subject to various federal, state and local licensing and certification laws and regulations, including laws and regulations under Medicare and Medicaid requiring operators of SNFs and ALFs to comply with extensive standards governing operations. Governmental agencies administering these laws and regulations regularly inspect our operators’ facilities and investigate complaints. Our operators and their managers receive notices of observed violations and deficiencies from time to time, and sanctions have been imposed from time to time on facilities operated by them. In addition, many states require certain healthcare providers to obtain a certificate of need, which requires prior approval for the construction, expansion or closure of certain healthcare facilities, which has the potential to impact some of our operators’ abilities to expand or change their businesses.

Americans with Disabilities Act (the “ADA”). Our properties must comply with the ADA and any similar state or local laws to the extent that such properties are public accommodations as defined in those statutes. The ADA may require removal of barriers to access by persons with disabilities in certain public areas of our properties where such removal is readily achievable. Should barriers to access by persons with disabilities be discovered at any of our properties, we may be directly or indirectly responsible for additional costs that may be required to make facilities ADA-compliant. Noncompliance with the ADA could result in the imposition of fines or an award of damages to private litigants. Our commitment to make readily achievable accommodations pursuant to the ADA is ongoing, and we continue to assess our properties and make modifications as appropriate in this respect.

Other Laws and Regulations. Additional federal, state and local laws and regulations affect how our operators conduct their operations, including laws and regulations protecting consumers against deceptive practices and otherwise generally affecting our operators’ management of their property and equipment and the conduct of their operations (including laws and regulations involving fire, health and safety; quality of services, including care and food service; residents’ rights, including abuse and neglect laws; and the health standards set by the federal Occupational Safety and Health Administration).

General and Professional Liability. Although arbitration agreements have been effective in limiting general and professional liabilities for SNF and long term care providers, there have been numerous lawsuits challenging the validity of arbitration agreements in long term care settings. As set forth in the recent conditions of participation final rule issued on September 28, 2016, pre-dispute arbitration agreements between SNFs and residents are prohibited by CMS effective November 28, 2016, thereby increasing potential liabilities for SNFs and long-term care providers. However, the authority of CMS to restrict the rights of these parties to arbitrate may be challenged by litigation.

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Critical Accounting Policies and Estimates

Our financial statements are prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States, and a summary of our significant accounting policies is included in Note 2 – Summary of Significant Accounting Policies to our Current Report on Form 8-K filed with the SEC on June 30, 2016. Our preparation of the financial statements requires us to make estimates and assumptions about future events that affect the amounts reported in our financial statements and accompanying footnotes. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual results inevitably will differ from those estimates, and such difference may be material to the consolidated financial statements. We have described our most critical accounting policies in our 2015 Annual Report on Form 10-K in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

There have been no changes to our critical accounting policies or estimates since December 31, 2015. See Note 2 – Summary of Significant Accounting Policies to our Current Report on Form 8-K filed with the SEC on June 30, 2016.

Recent Accounting Pronouncements

In 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU 2014-09 states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” While ASU 2014-09 specifically references contracts with customers, it may apply to certain other transactions such as the sale of real estate or equipment. ASU 2014-09 is effective for the Company beginning January 1, 2018. In addition, the FASB has begun to issue targeted updates to clarify specific implementation issues of ASU 2014-09. These updates include ASU 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net), ASU 2016-10, Identifying Performance Obligations and Licensing, and ASU 2016-12, Narrow-Scope Improvements and Practical Expedients.  The Company is currently evaluating the provisions of ASU 2014-09 and its related updates and will be closely monitoring developments and additional guidance to determine the potential impact of the new standard. The Company intends to adopt ASU 2014-09 and its subsequent updates retrospectively. We do not expect the adoption of ASU 2014-09 and its updates to have a significant impact on our consolidated financial statements, as a substantial portion of our revenue consists of rental income from leasing arrangements, which are specifically excluded from ASU 2014-09.

In February 2015, the FASB issued ASU 2015-02, Amendments to the Consolidation Analysis (“ASU 2015-02”), which amends certain requirements for determining whether a variable interest entity must be consolidated. The amendments in ASU 2015-02 are effective for annual and interim reporting periods of public entities beginning after December 31, 2015 and were adopted by the Company during the quarter ended March 31, 2016. The effect of this guidance was immaterial to the Company’s consolidated results of operations, financial position and cash flows.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall (“ASU 2016-01”), which makes limited amendments to the guidance in U.S. GAAP on the classification and measurement of financial instruments. The new standard significantly revises an entity's accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. It also amends certain disclosure requirements associated with the fair value of financial instruments. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods therein. Early adoption is permitted specifically for the amendments pertaining to the presentation of certain fair value changes for financial liabilities measured at fair value.  Early adoption of all other amendments is not permitted. Upon adoption, the Company will be required to make a cumulative-effect adjustment to the Consolidated Balance Sheet as of the beginning of the first reporting period in which the guidance is effective. We are currently evaluating the impact of adopting ASU 2016-01 on our consolidated financial statements.

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In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”), which amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASU 2016-02 will be effective for the Company beginning January 1, 2019. Early adoption of ASU 2016-02 as of its issuance is permitted. The new standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. We are currently evaluating the impact of adopting ASU 2016-02 on our consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718) (“ASU 2016-09”). ASU 2016-09 amends the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. This guidance is effective for annual and interim reporting periods of public entities beginning after December 15, 2017, with early adoption permitted. We are currently evaluating the impact of adopting ASU 2016-09 on our consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) (“ASU 2016-13”), which changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for losses. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2019 and early adoption is permitted for annual and interim periods beginning after December 15, 2018. We are currently evaluating the impact of adopting ASU 2016-13 on our consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 eliminates the diversity in practice related to the classification of certain cash receipts and payments for debt prepayment or extinguishment costs, the maturing of a zero coupon bond, the settlement of contingent liabilities arising from a business combination, proceeds from insurance settlements, distributions from certain equity method investees and beneficial interests obtained in a financial asset securitization. ASU 2016-15 designates the appropriate cash flow classification, including requirements to allocate certain components of these cash receipts and payments among operating, investing and financing activities. The retrospective transition method, requiring adjustment to all comparative periods presented, is required unless it is impracticable for some of the amendments, in which case those amendments would be applied prospectively as of the earliest date practicable. ASU No. 2016-15 is effective for annual and interim periods beginning after December 15, 2017 and early adoption is permitted. We are currently evaluating the impact of adopting ASU 2016-15 on our consolidated financial statements.

Results of Operations

The following is our discussion of the consolidated results of operations, financial position and liquidity and capital resources, which should be read in conjunction with our unaudited consolidated financial statements and accompanying notes.

Three Months Ended September 30, 2016 and 2015

Operating Revenues

Our operating revenues for the three months ended September 30, 2016, totaled $224.6 million, an increase of $22.7 million over the same period in 2015. The $22.7 million increase was primarily the result of: (i) $19.2 million of rental income associated with acquisitions and lease amendments made throughout 2016 and 2015 and (ii) a $4.3 million increase in other investment income primarily related to new notes and additional funding to existing operators.

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Operating Expenses

Operating expenses for the three months ended September 30, 2016, totaled $100.3 million, an increase of approximately $24.4 million over the same period in 2015. The increase was primarily due to: a (i) $15.5 million increase in provision for impairment losses as a result of the Company’s plan to exit certain facilities and (ii) an $8.2 million increase in depreciation and amortization expense due to new acquisitions completed since September 2015.

Other Income (Expense)

For the three months ended September 30, 2016, total other expenses were $47.2 million, an increase of approximately $7.2 million over the same period in 2015. The increase was primarily related to: (i) $4.7 million increase in interest expense related to higher debt balances outstanding to fund new investments and (ii) a $1.8 million increase in interest refinancing costs resulting from the acquisition of the $180.0 million mortgage term loan on July 25, 2016.

Nine Months Ended September 30, 2016 and 2015

Operating Revenues

Our operating revenues for the nine months ended September 30, 2016, totaled $666.3 million, an increase of $133.2 million over the same period in 2015. The $133.2 million increase was primarily the result of: (i) $64.6 million of rental income associated with the Aviv Merger; (ii) $8.9 million of rental income related to the Care Homes Transaction and other acquisitions and lease amendments in the United Kingdom, (iii) $44.8 million of additional rental income associated with other acquisitions and lease amendments made throughout 2016 and 2015, (iv) $10.3 million increase in other investment income primarily related to new notes and additional funding to existing operators and (v) a $2.6 million increase in mortgage interest income which includes a net gain of approximately $5.4 million resulting from an operator repaying certain mortgages.

Operating Expenses

Operating expenses for the nine months ended September 30, 2016, totaled $303.2 million, an increase of approximately $56.4 million over the same period in 2015. The increase was primarily due to: (i) a $46.3 million increase in depreciation and amortization expense due to new acquisitions completed since September 2015, (ii) a $44.1 million increase in provision for impairment losses as a result of the Company exiting certain facilities, (iii) an $8.2 million increase in general and administrative expenses primarily due to the Aviv Merger and (iv) a $3.7 million increase in provision for uncollectible mortgages, notes and accounts receivable primarily related to the write-off of approximately $3.4 million of straight line receivable from a former operator, offset by a $45.9 million decrease in acquisition and merger costs related to the Aviv Merger that occurred on April 1, 2015.

Other Income (Expense)

For the nine months ended September 30, 2016, total other expenses were $128.8 million, an increase of approximately $6.8 million over the same period in 2015. The increase was primarily the result of an increase of $11.0 million in interest expense due to an increase in borrowings outstanding to fund new investments since September 2015 and $1.8 million of increased amortization related to deferred financing costs, offset by a decrease of $6.2 million in interest refinancing costs. In 2015, we incurred $8.4 million in interest refinance costs related to the redemption of our $200 million 7.5% notes due 2020 and early retirement of 22 mortgage loans guaranteed by U.S. Department of Housing and Urban Development (“HUD”). In 2016, we incurred $2.1 million in interest refinancing cost primarily related to a $1.8 million premium related to the acquisition of the $180.0 million mortgage term loan.

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National Association of Real Estate Investment Trusts Funds From Operations

Our funds from operations (“NAREIT FFO”) for the three months ended September 30, 2016 was $162.6 million compared to $147.5 million for the same period in 2015. Our NAREIT FFO for the nine months ended September 30, 2016 was $488.5 million compared to $327.9 million for the same period in 2015.

We calculate and report NAREIT FFO in accordance with the definition of Funds from Operations and interpretive guidelines issued by the National Association of Real Estate Investment Trusts (“NAREIT”), and, consequently, NAREIT FFO is defined as net income, adjusted for the effects of asset dispositions and certain non-cash items, primarily depreciation and amortization and impairment on real estate assets. We believe that NAREIT FFO is an important supplemental measure of our operating performance. Because the historical cost accounting convention used for real estate assets requires depreciation (except on land), such accounting presentation implies that the value of real estate assets diminishes predictably over time, while real estate values instead have historically risen or fallen with market conditions. NAREIT FFO was designed by the real estate industry to address this issue. NAREIT FFO herein is not necessarily comparable to NAREIT FFO of other REITs that do not use the same definition or implementation guidelines or interpret the standards differently from us.

NAREIT FFO is a non-GAAP financial measure. We use NAREIT FFO as one of several criteria to measure the operating performance of our business. We further believe that by excluding the effect of depreciation, amortization, impairment on real estate assets and gains or losses from sales of real estate, all of which are based on historical costs and which may be of limited relevance in evaluating current performance, NAREIT FFO can facilitate comparisons of operating performance between periods and between other REITs. We offer this measure to assist the users of our financial statements in evaluating our financial performance under GAAP, and NAREIT FFO should not be considered a measure of liquidity, an alternative to net income or an indicator of any other performance measure determined in accordance with GAAP. Investors and potential investors in our securities should not rely on this measure as a substitute for any GAAP measure, including net income.

The following table presents our NAREIT FFO results for the three- and nine- months ended September 30, 2016 and 2015:

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2016			2015		2016			2015
	(in thousands)
Net income	$	82,134		$	83,254	$	253,484		$	169,772
(Deduct gain)/add back loss from real estate dispositions		(5,139	)		2,391		(19,931	)		(6,411	)
Sub-total		76,995			85,645		233,553			163,361
Elimination of non-cash items included in net income:
Depreciation and amortization		68,316			60,143		196,254			149,909
Add back impairments on real estate properties		17,275			1,743		58,726			14,641
NAREIT FFO (a)	$	162,586		$	147,531	$	488,533		$	327,911

(a)       Includes amounts allocated to Omega stockholders and Omega OP Unit holders.

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Portfolio and Recent Developments

The following table summarizes the significant acquisitions that occurred in 2016.

	Number of Facilities								Land		Building & Site Improvements		Furniture & Fixtures		Initial Annual
Period	SNF		ALF		Country/ State	Total Investment		(in millions)							Cash Yield (%)
Q1		-		1	UK	$	8.3		$	1.4	$	6.7	$	0.2		7.00
Q1		-		1	UK		6.1			0.6		5.3		0.2		7.00
Q1		10		-	OH, VA, MI		169.0	(3)		10.5		152.5		6.0		8.50
Q1		-		2	GA		20.2			0.8		18.3		1.1		7.50
Q1		3		-	MD		25.0			2.5		19.9		2.6		8.50
Q1		21		-	VA, NC		212.5			19.3		181.1		12.1		8.50
Q2		-		10	UK		111.9	(4)		24.8		83.9		3.2		7.00
Q2		-		3	TX		66.0	(5)		5.8		58.6		1.6		6.80
Q2		3		-	CO, MO		31.8			3.1		26.2		2.5		9.00
Q3		-		1	FL		4.3	(1)		2.3		1.8		0.2		8.00
Q3		-		1	GA		2.5	(1)		0.2		2.1		0.2		8.00
Q3		-		1	FL		16.5	(1)		1.8		14.3		0.4		8.00
Q3		1		-	SC		10.1	(1)		2.7		6.5		0.9		9.00
Q3		1		-	OH		9.0	(1)(6)		-		8.6		0.4		9.00
Q3		31		-	FL, KY,TN		329.6	(1)(2)		24.6		290.8		14.2		9.00
Total		70		20		$	1,022.8		$	100.4	$	876.6	$	45.8

(1) The Company estimated the fair value of the assets acquired on the acquisition date based on certain valuation analyses that have yet to be finalized, and accordingly, the assets acquired, as detailed, are subject to adjustment once the analysis is completed.

(2) The Company’s investment includes a purchase option buyout obligation with a fair value of approximately $29.6 million. The future buyout obligation is recorded in accrued expenses and other liabilities on our Consolidated Balance Sheet. The Company also acquired a term loan with a fair value of approximately $37.0 million which is recorded in other investments on our Consolidated Balance Sheet. Refer to Note – 5 Other Investments.

(3) Acquired from a related party. Refer to Note – 1 Related Party Transactions.

(4) Omega also recorded a deferred tax asset of approximately $1.9 million in connection with the acquisition.

(5) The Company paid $63.0 million in cash at closing to acquire the facilities. We have agreed to pay an additional $1.5 million in April 2017 and the remaining $1.5 million in April 2018. The additional consideration to be paid is contractually determined and not contingent on other factors. The $3.0 million liability is recorded in unsecured borrowings – net on our Consolidated Balance Sheet.

(6) The Company paid approximately $3.5 million in cash to acquire the facility. The remainder of the purchase price million (approximately $5.5 million) was funded with the redemption of an other investment note.

During 2016, the Company also acquired three parcels of land which are not reflected in the table above for approximately $5.9 million with the intent of building new facilities for existing operators.

Acquisition of Aviv by Merger

On April 1, 2015, Omega completed the Aviv Merger, which was structured as a stock-for-stock merger. Under the terms of the Merger Agreement, each outstanding share of Aviv common stock was converted into 0.90 of a share of Omega common stock. In connection with the Aviv Merger, Omega issued approximately 43.7 million shares of common stock to former Aviv stockholders. As a result of the Aviv Merger, Omega acquired 342 facilities, two facilities subject to direct financing leases, one medical office building, two mortgages and other investments. Omega also assumed certain outstanding equity awards and other debt and liabilities. Based on the closing price of Omega’s common stock on April 1, 2015, the fair value of the consideration exchanged was approximately $2.3 billion.

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The following table highlights the final allocation of the assets acquired, liabilities assumed, and consideration exchanged on April 1, 2015 (in thousands):

Fair value of net assets acquired:
Land and buildings	$	3,107,530
Investment in direct financing leases		26,823
Mortgages notes receivable		19,246
Other investments		23,619
Total investments		3,177,218
Goodwill		630,679
Accounts receivables and other assets		17,144
Cash acquired		84,858
Accrued expenses and other liabilities		(223,002	)
Debt		(1,410,637	)
Fair value of net assets acquired	$	2,276,260

The completion of the final valuation in the first quarter of 2016 did not result in material changes to our Consolidated Statements of Operations or our Consolidated Balance Sheets from our preliminary purchase price allocation.

Asset Impairments, Asset Sales and Assets Held for Sale

During the first quarter of 2016, we recorded approximately $34.6 million of impairments on 14 facilities located in six states. We reduced their net book values to their estimated fair value less costs to sell and reclassified them to assets held for sale in the first quarter of 2016. In addition, we sold two SNFs previously classified as assets held for sale for approximately $2.4 million in net proceeds recognizing a gain on sale of approximately $1.6 million. We also reclassified eight ALFs, and 16 SNFs to assets held for sale with a total carrying value of $67.6 million.

During the second quarter of 2016, we recorded approximately $6.9 million of impairments on 15 facilities of which 12 were classified as held for sale as of June 30, 2016. We reduced their net book values to their estimated fair value less costs to sell. In addition, we sold 11 facilities (seven were previously held for sale) for approximately $41.4 million in net proceeds recognizing a net gain of approximately $13.2 million. We also reclassified three SNFs and one ALF to assets held for sale with total carrying value of $7.2 million.

During the third quarter of 2016, we recorded approximately $17.3 million of impairments on 12 facilities of which ten are classified as held for sale at September 30, 2016. We reduced their net book values to their estimated fair value less costs to sell. In addition, we sold six facilities for approximately $21.0 million in net proceeds recognizing a net gain of approximately $5.1 million. One of the sold facilities was previously classified as held-for-sale. We also reclassified 12 SNFs and one ALF to assets held for sale with a total carrying value of $47.4 million. In addition, two SNFs and one ALF classified as assets held for sale in the second quarter were no longer considered held for sale and were reclassified back to leased properties at their fair values (approximately $7.0 million).

Our recorded impairments were primarily the result of a decision to exit certain non-strategic facilities and operators primarily related to facilities acquired in the Aviv Merger.

Liquidity and Capital Resources

At September 30, 2016, we had total assets of $9.0 billion, total equity of $4.2 billion and debt of $4.4 billion, representing approximately 51.5% of total capitalization.

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Financing Activities and Borrowing Arrangements

Certain of our other secured and unsecured borrowings are subject to customary affirmative and negative covenants, including financial covenants. As of September 30, 2016 and December 31, 2015, we were in compliance with all affirmative and negative covenants, including financial covenants, for our secured and unsecured borrowings.

Mortgage Term Loan

As a result of the Aviv Merger in April 2015, we acquired two subsidiaries that were borrowers under a $180.0 million mortgage term loan secured by mortgages on 28 healthcare facilities owned by one of the borrowers. On July 25, 2016, we purchased the $180.0 million mortgage term loan, effectively eliminating the debt on our consolidated financial statements. The term loan was secured by real estate assets having a net carrying value of $290.5 million at June 30, 2016. The interest rate was based on LIBOR, with a floor of 50 basis points, plus a margin of 350 basis points. The interest rate at June 30, 2016 was 4.13%. We paid $180.0 million plus a 1% premium to purchase the debt.

Bank Credit Facilities

On January 29, 2016, we amended our Omega Credit Facilities (as defined below) to add a $350 million senior unsecured incremental term loan facility. As a result of the amendment, the Omega Credit Facilities now include a $1.25 billion senior unsecured revolving credit facility (the “Revolving Credit Facility”), a $200 million senior unsecured term loan facility (the “Tranche A-1 Term Loan Facility”), a $200 million senior unsecured incremental term loan facility (the “Tranche A-2 Term Loan Facility”) and a $350 million senior unsecured incremental term loan facility (the “Tranche A-3 Term Loan Facility” and, together with the Revolving Credit Facility, the Tranche A-1 Term Loan Facility and the Tranche A-2 Term Loan Facility, collectively, the “Omega Credit Facilities”). The Tranche A-1 Term Loan Facility, the Tranche A-2 Term Loan Facility and the Tranche A-3 Term Loan Facility may be referred to collectively herein as the “Omega Term Loan Facilities”.

The Tranche A-3 Term Loan Facility bears interest at LIBOR plus an applicable percentage (beginning at 150 basis points, with a range of 100 to 195 basis points) based on our ratings from Standard & Poor’s, Moody’s and/or Fitch Ratings. The Tranche A-3 Term Loan Facility matures on January 29, 2021.

At September 30, 2016, we had $223.0 million of borrowings outstanding under the Revolving Credit Facility and $750 million of borrowings outstanding under the Omega Term Loan Facilities.

$700 Million 4.5% Senior Notes due 2023

On July 12, 2016, we issued $700 million aggregate principal amount of our 4.375% Senior Notes due 2023 (the “2023 Notes”). The 2023 Notes were sold at an issue price of 99.739% of their face value before the underwriters’ discount. Our net proceeds from the offering, after deducting underwriting discounts and expenses, were approximately $692.0 million. The net proceeds from the offering were used to repay outstanding borrowings under our revolving credit facility, to purchase the $180.0 million mortgage term loan and for general corporate purposes.

Dividend Reinvestment and Common Stock Purchase Plan

For the three-month period ended September 30, 2016, approximately 4.0 million shares of our common stock at an average price of $34.38 per share were issued through our Dividend Reinvestment and Common Stock Purchase Program for gross proceeds of approximately $136.6 million. For the nine-month period ended September 30, 2016, approximately 6.9 million shares of our common stock at an average price of $33.49 per share were issued through our Dividend Reinvestment and Common Stock Purchase Program for gross proceeds of approximately $230.1 million.

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Dividends

In order to qualify as a REIT, we are required to distribute dividends (other than capital gain dividends) to our stockholders in an amount at least equal to (A) the sum of (i) 90% of our “REIT taxable income” (computed without regard to the dividends paid deduction and our net capital gain), and (ii) 90% of the net income (after tax), if any, from foreclosure property, minus (B) the sum of certain items of non-cash income. In addition, if we dispose of any built-in gain asset during a recognition period, we will be required to distribute at least 90% of the built-in gain (after tax), if any, recognized on the disposition of such asset. Such distributions must be paid in the taxable year to which they relate, or in the following taxable year if declared before we timely file our tax return for such year and paid on or before the first regular dividend payment after such declaration. In addition, such distributions are required to be made pro rata, with no preference to any share of stock as compared with other shares of the same class, and with no preference to one class of stock as compared with another class except to the extent that such class is entitled to such a preference. To the extent that we do not distribute all of our net capital gain or do distribute at least 90%, but less than 100% of our “REIT taxable income” as adjusted, we will be subject to tax thereon at regular ordinary and capital gain corporate tax rates.

For the three- and nine- months ended September 30, 2016, we paid dividends of approximately $117 million and $334 million to our common stockholders, respectively.

Liquidity

We believe our liquidity and various sources of available capital, including cash from operations, our existing availability under our Omega Credit Facilities and expected proceeds from mortgage payoffs are adequate to finance operations, meet recurring debt service requirements and fund future investments through the next twelve months.

We regularly review our liquidity needs, the adequacy of cash flow from operations, and other expected liquidity sources to meet these needs. We believe our principal short-term liquidity needs are to fund:

·   normal recurring expenses;

·   debt service payments;

·   capital improvement programs;

·   common stock dividends; and

·   growth through acquisitions of additional properties.

The primary source of liquidity is our cash flows from operations. Operating cash flows have historically been determined by: (i) the number of facilities we lease or have mortgages on; (ii) rental and mortgage rates; (iii) our debt service obligations; and (iv) general and administrative expenses. The timing, source and amount of cash flows provided by or used in financing activities and in investing activities are sensitive to the capital markets environment, especially to changes in interest rates. Changes in the capital markets environment may impact the availability of cost-effective capital and affect our plans for acquisition and disposition activity.

Cash and cash equivalents totaled $32.6 million as of September 30, 2016, an increase of $27.1 million as compared to the balance at December 31, 2015. The following is a discussion of changes in cash and cash equivalents due to operating, investing and financing activities, which are presented in our Consolidated Statements of Cash Flows.

Operating Activities – Operating activities generated $457.2 million of net cash flow for the nine months ended September 30, 2016, as compared to $322.8 million for the same period in 2015. The increase was primarily related to additional cash flow generated from new investments primarily related to the Aviv Merger and Care Homes Transaction, as well as other facilities acquired and leased throughout 2016 and 2015.

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Investing Activities – Net cash flow from investing activities was an outflow of $1.1 billion for the nine months ended September 30, 2016, as compared to an outflow of $350.8 million for the same period in 2015. The $784.1 million increase in cash outflow from investing activities related primarily to (i) an increase of $671.5 million in acquisitions in 2016 compared to the same period of 2015, (ii) an increase of net cash outflow of $181.5 million from other investments – net in 2016 compared to the same period of 2015, (iii) an increase of $20.3 million in mortgage investment in 2016 compared to the same period of 2015 and (iv) an increase of $13.3 million in our capital renovation program investment in 2016 compared to the same period of 2015. Offsetting these cash outflows was: (i) a decrease of $101.2 million in investment in construction in progress in 2016 as compared to the same period of 2015, (ii) a $84.9 million decrease in cash resulting from the Aviv Merger in 2015, (iii) a $57.1 million increase in collection of mortgages primarily related to existing operators repaying certain mortgages and (iv) a $23.2 million increase in proceeds from the sale of real estate in 2016 compared to the same period in 2015.

Financing Activities – Net cash flow from financing activities was an inflow of $704.7 million for the nine months ended September 30, 2016 as compared to an inflow of $38.9 million for the same period in 2015. The $665.8 million increase in cash flow from financing activities was primarily related to (i) an $867.2 million increase in net long-term borrowings in 2016 as compared to a use of approximately $615.0 million in cash in 2015 and (ii) an increase in net proceeds of $164.1 million from our dividend reinvestment plan in 2016 as compared to the same period in 2015. Offsetting these increases was (i) a net change in cash provided by our credit facility of $472.0 million, in 2015 our credit facility provided $465.0 million in cash as compared to a use of $7.0 million in cash in 2016, (ii) in 2016 we used cash to pay dividends of $333.7 million as compared to $253.1 in 2015 and (iii) a $439.7 million decrease in cash proceeds from the issuance of common stock in 2015 as compared to 2016.

Item 3 – Quantitative and Qualitative Disclosures about Market Risk

During the quarter ended September 30, 2016, there were no material changes in our primary market risk exposures or how those exposures are managed from the information disclosed under Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2015.

Item 4 – Controls and Procedures

Disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

In connection with the preparation of this Form 10-Q, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2016. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of September 30, 2016.

Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the period covered by this report identified in connection with the evaluation of our disclosure controls and procedures described above that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1 – Legal Proceedings

See Note 14 – Litigation to the Consolidated Financial Statements in Part I, Item 1 hereto, which is hereby incorporated by reference in response to this item.

Item 1A – Risk Factors

There have been no material changes to our risk factors as previously disclosed in Item 1A contained in Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and filed with the Securities and Exchange Commission (“SEC”) on February 26, 2016 and in Item 1A contained in Part II of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 and filed with the SEC on August 5, 2016.

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds

During the quarterly period ended September 30, 2016, Omega issued an aggregate of 56,454 shares of Omega common stock, in exchange for an equivalent number of Omega OP Units tendered to Omega OP for redemption in accordance with the provisions of the Partnership Agreement. The Company issued these shares of Omega common stock in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, based upon factual representations received from the limited partners who received the Omega common stock.

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Item 6–Exhibits

Exhibit No.
4.1	Seventeenth Supplemental Indenture, dated as of August 9, 2016, among Omega Healthcare Investors, Inc., each of the subsidiary guarantors listed therein and U.S. Bank National Association, as trustee, related to the 5.875% Senior Notes due 2024, including the Form of 5.875% Senior Notes and Form of Subsidiary Guarantee related thereto.*
4.2	Tenth Supplemental Indenture, dated as of August 9, 2016, among Omega Healthcare Investors, Inc., each of the subsidiary guarantors listed therein and U.S. Bank National Association, as trustee, related to the 4.950% Senior Notes due 2024, including the Form of 4.950% Senior Notes and Form of Subsidiary Guarantee related thereto.*
4.3	Ninth Supplemental Indenture, dated as of August 9, 2016, among Omega Healthcare Investors, Inc., each of the subsidiary guarantors listed therein and U.S. Bank National Association, as trustee, related to the 4.50% Senior Notes due 2025, including the Form of 4.50% Senior Notes and Form of Subsidiary Guarantee related thereto.*
4.4	Sixth Supplemental Indenture, dated as of August 9, 2016, among Omega Healthcare Investors, Inc., each of the subsidiary guarantors listed therein and U.S. Bank National Association, as trustee, related to the 4.500% Senior Notes due 2027, including the Form of 4.500% Senior Notes and Form of Subsidiary Guarantee related thereto.*
4.5	Fourth Supplemental Indenture, dated as of August 9, 2016, among Omega Healthcare Investors, Inc., each of the subsidiary guarantors listed therein and U.S. Bank National Association, as trustee, related to the 5.250% Senior Notes due 2026, including the Form of 5.250% Senior Notes and Form of Subsidiary Guarantee related thereto.*
4.6	Indenture, dated as of July 12, 2016, by and among Omega, the subsidiary guarantors named therein, and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on July 12, 2016).
4.6A	First Supplemental Indenture, dated as of August 9, 2016, among Omega Healthcare Investors, Inc., each of the subsidiary guarantors listed therein and U.S. Bank National Association, as trustee, related to the 4.375% Senior Notes due 2023, including the Form of 4.375% Senior Notes and Form of Subsidiary Guarantee related thereto.*
12.1	Ratio of Earnings to Fixed Charges.*
31.1	Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer.*
31.2	Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer.*
32.1	Section 1350 Certification of the Chief Executive Officer.*
32.2	Section 1350 Certification of the Chief Financial Officer.*
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.

* Exhibits that are filed herewith.

+ Management contract or compensatory plan, contract or arrangement.

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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 thereunto duly authorized.

OMEGA HEALTHCARE INVESTORS, INC.

Registrant

Date:	November 8, 2016	By:	/S/ C. TAYLOR PICKETT
			C. Taylor Pickett
			Chief Executive Officer
Date:	November 8, 2016	By:	/S/ ROBERT O. STEPHENSON
			Robert O. Stephenson
			Chief Financial Officer

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EX-4.1

Exhibit 4.1

SEVENTEENTH SUPPLEMENTAL INDENTURE

(Senior Notes due 2024)

THIS SEVENTEENTH SUPPLEMENTAL INDENTURE (this “Seventeenth Supplemental Indenture”) is dated as of August 9, 2016, among OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation (the “Issuer”), each of the SUBSIDIARY GUARANTORS listed on Schedule I hereto (collectively, the “Subsidiary Guarantors”), each of the entities listed on Schedule II hereto (the “New Subsidiaries”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”).

W I T N E S S E T H :

WHEREAS, the Issuer and the Subsidiary Guarantors have heretofore executed and delivered to the Trustee an Indenture, dated as of March 19, 2012 (as supplemented by that First Supplemental Indenture, dated as of July 2, 2012, that Second Supplemental Indenture, dated as of August 9, 2012, that Third Supplemental Indenture, dated as of September 24, 2012, that Fourth Supplemental Indenture, effective as of December 31, 2012, that Fifth Supplemental Indenture, dated as of August 1, 2013, that Sixth Supplemental Indenture, dated as of October 23, 2013, that Seventh Supplemental Indenture, dated as of February 14, 2014, that Eighth Supplemental Indenture, dated as of June 27, 2014, that Ninth Supplemental Indenture, dated as of November 25, 2014, that Tenth Supplemental Indenture, dated as of January 23, 2015, that Eleventh Supplemental Indenture, effective as of March 2, 2015, that Twelfth Supplemental Indenture, dated as of April 1, 2015, that Thirteenth Supplemental Indenture, dated as of August 4, 2015, that Fourteenth Supplemental Indenture, dated as of November 9, 2015, that Fifteenth Supplemental Indenture, dated as of March 29, 2016, and that Sixteenth Supplemental Indenture, dated as of May 13, 2016; the “Indenture”) providing for the issuance of the Issuer’s 5-7/8% Senior Notes due 2024 (the “Notes”);

WHEREAS, Section 9.01 of the Indenture authorizes the Issuer, the Subsidiary Guarantors and the Trustee, together, to amend or supplement the Indenture, without notice to or consent of any Holder of the Notes, for the purpose of making any change that would not materially adversely affect the rights of any Holder of the Notes;

WHEREAS, the Issuer has created or acquired the New Subsidiaries, which are required to become Subsidiary Guarantors pursuant to Section 4.14 and/or 5.01(b) of the Indenture;

WHEREAS, in Section 1.01 of the Indenture, the term “Subsidiary Guarantors” is defined to include all Persons that become a Subsidiary Guarantor by the terms of the Indenture after the Closing Date; and

WHEREAS, Section 10.01 of the Indenture provides that each Subsidiary Guarantor shall be a guarantor of the Issuer’s obligations under the Notes, subject to the terms and conditions described in the Indenture.

[17^th Supplemental Indenture – 2024 Notes]

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the Subsidiary Guarantors, the New Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. AMENDMENT TO GUARANTEE. The New Subsidiaries hereby agree, jointly and severally with all other Subsidiary Guarantors, to guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in the Indenture, and to be bound by, and to receive the benefit of, all other applicable provisions of the Indenture as Subsidiary Guarantors. Such guarantee shall be evidenced by the New Subsidiaries’ execution of Subsidiary Guarantees, the form of which is attached as Exhibit E to the Indenture, and shall be effective as of the effective date hereof.

3. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder, member or manager of the New Subsidiaries, as such, shall have any liability for any obligations of the Issuer or any Subsidiary Guarantor under the Notes, any Guarantees, the Indenture or this Seventeenth Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes, by accepting and holding a Note, waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.

4. NEW YORK LAW TO GOVERN. The laws of the State of New York shall govern and be used to construe this Seventeenth Supplemental Indenture.

5. COUNTERPARTS. The parties may sign any number of copies of this Seventeenth Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement.

6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Seventeenth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer, the Subsidiary Guarantors and the New Subsidiaries.

[Remainder of Page Intentionally Left Blank]

[17^th Supplemental Indenture – 2024 Notes]

2

IN WITNESS WHEREOF, the parties hereto have caused this Seventeenth Supplemental Indenture to be duly executed, all as of the date first above written.

ISSUER:
OMEGA HEALTHCARE INVESTORS, INC.,
a Maryland corporation
By:	/s/ Daniel J. Booth
	Daniel J. Booth
	Chief Operating Officer and Secretary
SUBSIDIARY GUARANTORS:
OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP
By:	OHI Healthcare Properties Holdco, Inc., as its Primary General Partner
	By:	/s/ Daniel J. Booth
		Daniel J. Booth
		Chief Operating Officer and Secretary
ON BEHALF OF EACH OF THE OTHER SUBSIDIARY GUARANTORS LISTED ON SCHEDULE I
By:	/s/ Daniel J. Booth
	Daniel J. Booth
	Chief Operating Officer and Secretary

[Signatures continued on the following page]

[Signature Page – 17^th Supplemental Indenture – 2024 Notes]

NEW SUBSIDIARIES:
ON BEHALF OF EACH OF THE NEW SUBSIDIARIES LISTED ON SCHEDULE II
By:	/s/ Daniel J. Booth
	Daniel J. Booth
	Chief Operating Officer and Secretary

[Signatures continued on the following page]

[Signature Page – 17^th Supplemental Indenture – 2024 Notes]

U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:	/s/ David Ferrell
	Name:	David Ferrell
	Title:	Vice President

[Signature Page – 17^th Supplemental Indenture – 2024 Notes]

Schedule I

SUBSIDIARY GUARANTORS

1.	11900 East Artesia Boulevard, LLC
2.	1200 Ely Street Holdings Co. LLC
3.	13922 Cerise Avenue, LLC
4.	1628 B Street, LLC
5.	2400 Parkside Drive, LLC
6.	2425 Teller Avenue, LLC
7.	245 East Wilshire Avenue, LLC
8.	3232 Artesia Real Estate, LLC
9.	3806 Clayton Road, LLC
10.	42235 County Road Holdings Co. LLC
11.	446 Sycamore Road, L.L.C.
12.	48 High Point Road, LLC
13.	523 Hayes Lane, LLC
14.	637 East Romie Lane, LLC
15.	Alamogordo Aviv, L.L.C.
16.	Albany Street Property, L.L.C.
17.	Arizona Lessor - Infinia, LLC
18.	Arkansas Aviv, L.L.C.
19.	Arma Yates, L.L.C.
20.	Avery Street Property, L.L.C
21.	Aviv Asset Management, L.L.C.
22.	Aviv Financing I, L.L.C.
23.	Aviv Financing II, L.L.C.
24.	Aviv Financing III, L.L.C.
25.	Aviv Financing IV, L.L.C.
26.	Aviv Financing V, L.L.C.
27.	Aviv Foothills, L.L.C.
28.	Aviv Healthcare Capital Corporation
29.	Aviv Healthcare Properties Operating Partnership I, L.P.
30.	Aviv Liberty, L.L.C.
31.	Avon Ohio, L.L.C.
32.	Bala Cynwyd Real Estate, LP
33.	Bayside Colorado Healthcare Associates, LLC
34.	Bayside Street II, LLC
35.	Bayside Street, LLC (f/k/a Bayside Street, Inc.)
36.	Belleville Illinois, L.L.C.
37.	Bellingham II Associates, L.L.C.
38.	Bethel ALF Property, L.L.C.
39.	BHG Aviv, L.L.C.
40.	Biglerville Road, L.L.C.
41.	Bonham Texas, L.L.C.

[Schedule I – 17^th Supplemental Indenture – 2024 Notes]

Schedule I Page 1

42.	Bradenton ALF Property, L.L.C.
43.	Burton NH Property, L.L.C.
44.	California Aviv Two, L.L.C.
45.	California Aviv, L.L.C.
46.	Camas Associates, L.L.C.
47.	Canton Health Care Land, LLC (f/k/a Canton Health Care Land, Inc.)
48.	Carnegie Gardens LLC
49.	Casa/Sierra California Associates, L.L.C.
50.	CFG 2115 Woodstock Place LLC
51.	Champaign Williamson Franklin, L.L.C.
52.	Chardon Ohio Property Holdings, L.L.C.
53.	Chardon Ohio Property, L.L.C.
54.	Chatham Aviv, L.L.C.
55.	Chippewa Valley, L.L.C.
56.	CHR Bartow LLC
57.	CHR Boca Raton  LLC
58.	CHR Bradenton LLC
59.	CHR Cape Coral LLC
60.	CHR Fort Myers LLC
61.	CHR Fort Walton Beach LLC
62.	CHR Lake Wales LLC
63.	CHR Lakeland LLC
64.	CHR Pompano Beach Broward LLC
65.	CHR Pompano Beach LLC
66.	CHR Sanford LLC
67.	CHR Spring Hill LLC
68.	CHR St. Pete Bay LLC
69.	CHR St. Pete Egret LLC
70.	CHR Tampa Carrollwood LLC
71.	CHR Tampa LLC
72.	CHR Tarpon Springs LLC
73.	CHR Titusville LLC
74.	Clarkston Care, L.L.C.
75.	Clayton Associates, L.L.C.
76.	Colonial Gardens, LLC
77.	Colonial Madison Associates, L.L.C.
78.	Colorado Lessor - Conifer, LLC
79.	Columbus Texas Aviv, L.L.C.
80.	Columbus Western Avenue, L.L.C.
81.	Colville Washington Property, L.L.C.
82.	Commerce Nursing Homes, L.L.C.
83.	Commerce Sterling Hart Drive, L.L.C.
84.	Conroe Rigby Owen Road, L.L.C.
85.	CR Aviv, L.L.C.
86.	Crete Plus Five Property, L.L.C.
87.	Crooked River Road, L.L.C.

[Schedule I – 17^th Supplemental Indenture – 2024 Notes]

Schedule I Page 2

88.	CSE Albany LLC
89.	CSE Amarillo LLC
90.	CSE Arden L.P.
91.	CSE Augusta LLC
92.	CSE Bedford LLC
93.	CSE Blountville LLC
94.	CSE Bolivar LLC
95.	CSE Cambridge LLC
96.	CSE Cambridge Realty LLC
97.	CSE Camden LLC
98.	CSE Canton LLC
99.	CSE Casablanca Holdings II LLC
100.	CSE Casablanca Holdings LLC
101.	CSE Cedar Rapids LLC
102.	CSE Centennial Village, LP
103.	CSE Chelmsford LLC
104.	CSE Chesterton LLC
105.	CSE Claremont LLC
106.	CSE Corpus North LLC
107.	CSE Denver Iliff LLC
108.	CSE Denver LLC
109.	CSE Douglas LLC
110.	CSE Elkton LLC
111.	CSE Elkton Realty LLC
112.	CSE Fairhaven LLC
113.	CSE Fort Wayne LLC
114.	CSE Frankston LLC
115.	CSE Georgetown LLC
116.	CSE Green Bay LLC
117.	CSE Hilliard LLC
118.	CSE Huntingdon LLC
119.	CSE Huntsville LLC
120.	CSE Indianapolis-Continental LLC
121.	CSE Indianapolis-Greenbriar LLC
122.	CSE Jacinto City LLC
123.	CSE Jefferson City LLC
124.	CSE Jeffersonville-Hillcrest Center LLC
125.	CSE Jeffersonville-Jennings House LLC
126.	CSE Kerrville LLC
127.	CSE King L.P.
128.	CSE Kingsport LLC
129.	CSE Knightdale L.P.
130.	CSE Lake City LLC
131.	CSE Lake Worth LLC
132.	CSE Lakewood LLC
133.	CSE Las Vegas LLC

[Schedule I – 17^th Supplemental Indenture – 2024 Notes]

Schedule I Page 3

134.	CSE Lawrenceburg LLC
135.	CSE Lenoir L.P.
136.	CSE Lexington Park LLC
137.	CSE Lexington Park Realty LLC
138.	CSE Ligonier LLC
139.	CSE Live Oak LLC
140.	CSE Lowell LLC
141.	CSE Marianna Holdings LLC
142.	CSE Memphis LLC
143.	CSE Mobile LLC
144.	CSE Moore LLC
145.	CSE North Carolina Holdings I LLC
146.	CSE North Carolina Holdings II LLC
147.	CSE Omro LLC
148.	CSE Orange Park LLC
149.	CSE Orlando-Pinar Terrace Manor LLC
150.	CSE Orlando-Terra Vista Rehab LLC
151.	CSE Pennsylvania Holdings, LP
152.	CSE Piggott LLC
153.	CSE Pilot Point LLC
154.	CSE Pine View LLC
155.	CSE Ponca City LLC
156.	CSE Port St. Lucie LLC
157.	CSE Richmond LLC
158.	CSE Ripley LLC
159.	CSE Ripon LLC
160.	CSE Safford LLC
161.	CSE Salina LLC
162.	CSE Seminole LLC
163.	CSE Shawnee LLC
164.	CSE Spring Branch LLC
165.	CSE Stillwater LLC
166.	CSE Taylorsville LLC
167.	CSE Texarkana LLC
168.	CSE Texas City LLC
169.	CSE The Village LLC
170.	CSE Upland LLC
171.	CSE Walnut Cove L.P.
172.	CSE West Point LLC
173.	CSE Whitehouse LLC
174.	CSE Williamsport LLC
175.	CSE Winter Haven LLC
176.	CSE Woodfin L.P.
177.	CSE Yorktown LLC
178.	Cuyahoga Falls Property, L.L.C.
179.	Dallas Two Property, L.L.C.

[Schedule I – 17^th Supplemental Indenture – 2024 Notes]

Schedule I Page 4

180.	Danbury ALF Property, L.L.C.
181.	Darien ALF Property, L.L.C.
182.	Delta Investors I, LLC
183.	Delta Investors II, LLC
184.	Denison Texas, L.L.C.
185.	Desert Lane LLC
186.	Dixie White House Nursing Home, LLC (f/k/a Dixie White House Nursing Home, Inc.)
187.	Dixon Health Care Center, LLC (f/k/a Dixon Health Care Center, Inc.)
188.	East Rollins Street, L.L.C.
189.	Edgewood Drive Property, L.L.C.
190.	Effingham Associates, L.L.C.
191.	Elite Mattoon, L.L.C.
192.	Elite Yorkville, L.L.C.
193.	Encanto Senior Care, LLC
194.	Falcon Four Property Holding, L.L.C.
195.	Falcon Four Property, L.L.C.
196.	Falfurrias Texas, L.L.C.
197.	Florida ALF Properties, L.L.C.
198.	Florida Four Properties, L.L.C.
199.	Florida Lessor – Meadowview, LLC
200.	Florida Real Estate Company, LLC
201.	Fort Stockton Property, L.L.C.
202.	Four Fountains Aviv, L.L.C.
203.	Fredericksburg South Adams Street, L.L.C.
204.	Freewater Oregon, L.L.C.
205.	Fullerton California, L.L.C.
206.	G&L Gardens, LLC
207.	Gardnerville Property, L.L.C.
208.	Georgia Lessor - Bonterra/Parkview, LLC
209.	Germantown Property, L.L.C.
210.	Giltex Care, L.L.C.
211.	Glendale NH Property, L.L.C.
212.	Golden Hill Real Estate Company, LLC
213.	Gonzales Texas Property, L.L.C.
214.	Great Bend Property, L.L.C.
215.	Greenbough, LLC
216.	Greenville Kentucky Property, L.L.C.
217.	Heritage Monterey Associates, L.L.C.
218.	HHM Aviv, L.L.C.
219.	Hidden Acres Property, L.L.C.
220.	Highland Leasehold, L.L.C.
221.	Hobbs Associates, L.L.C.
222.	Hot Springs Atrium Owner, LLC
223.	Hot Springs Aviv, L.L.C.
224.	Hot Springs Cottages Owner, LLC

[Schedule I – 17^th Supplemental Indenture – 2024 Notes]

Schedule I Page 5

225.	Hot Springs Marina Owner, LLC
226.	Houston Texas Aviv, L.L.C.
227.	Hutchinson Kansas, L.L.C.
228.	Hutton I Land, LLC (f/k/a Hutton I Land, Inc.)
229.	Hutton II Land, LLC (f/k/a Hutton II Land, Inc.)
230.	Hutton III Land, LLC (f/k/a Hutton III Land, Inc.)
231.	Idaho Associates, L.L.C.
232.	Illinois Missouri Properties, L.L.C.
233.	Indiana Lessor – Wellington Manor, LLC
234.	Iowa Lincoln County Property, L.L.C.
235.	Jasper Springhill Street, L.L.C.
236.	Kansas Five Property, L.L.C.
237.	Karan Associates Two, L.L.C.
238.	Karan Associates, L.L.C.
239.	Karissa Court Property, L.L.C.
240.	KB Northwest Associates, L.L.C.
241.	Kentucky NH Properties, L.L.C.
242.	Kingsville Texas, L.L.C.
243.	LAD I Real Estate Company, LLC
244.	Leatherman 90-1, LLC (f/k/a Leatherman 90-1, Inc.)
245.	Leatherman Partnership 89-1, LLC (f/k/a Leatherman Partnership 89-1, Inc.)
246.	Leatherman Partnership 89-2, LLC (f/k/a Leatherman Partnership 89-2, Inc.)
247.	Louisville Dutchmans Property, L.L.C.
248.	Magnolia Drive Property, L.L.C.
249.	Manor Associates, L.L.C.
250.	Mansfield Aviv, L.L.C.
251.	Massachusetts Nursing Homes, L.L.C.
252.	McCarthy Street Property, L.L.C.
253.	Meridian Arms Land, LLC (f/k/a Meridian Arms Land, Inc.)
254.	Minnesota Associates, L.L.C.
255.	Mishawaka Property, L.L.C.
256.	Missouri Associates, L.L.C.
257.	Missouri Regency Associates, L.L.C.
258.	Montana Associates, L.L.C.
259.	Monterey Park Leasehold Mortgage, L.L.C.
260.	Mount Washington Property, L.L.C.
261.	Mt. Vernon Texas, L.L.C.
262.	Murray County, L.L.C.
263.	Muscatine Toledo Properties, L.L.C.
264.	N.M. Bloomfield Three Plus One Limited Company
265.	N.M. Espanola Three Plus One Limited Company
266.	N.M. Lordsburg Three Plus One Limited Company
267.	N.M. Silver City Three Plus One Limited Company
268.	New Hope Property, L.L.C.

[Schedule I – 17^th Supplemental Indenture – 2024 Notes]

Schedule I Page 6

269.	Newtown ALF Property, L.L.C.
270.	Nicholasville Kentucky Property, L.L.C.
271.	North Las Vegas LLC
272.	North Royalton Ohio Property, L.L.C.
273.	Norwalk ALF Property, L.L.C.
274.	NRS Ventures, L.L.C.
275.	Oakland Nursing Homes, L.L.C.
276.	Ocean Springs Nursing Home, LLC (f/k/a Ocean Springs Nursing Home, Inc.)
277.	October Associates, L.L.C.
278.	Ogden Associates, L.L.C.
279.	OHI (Connecticut), LLC
280.	OHI (Illinois), LLC(f/k/a OHI (Illinois), Inc.)
281.	OHI (Indiana), LLC
282.	OHI (Iowa), LLC(f/k/a OHI (Iowa), Inc.)
283.	OHI Asset (AR) Ash Flat, LLC
284.	OHI Asset (AR) Camden, LLC
285.	OHI Asset (AR) Conway, LLC
286.	OHI Asset (AR) Des Arc, LLC
287.	OHI Asset (AR) Hot Springs, LLC
288.	OHI Asset (AR) Malvern, LLC
289.	OHI Asset (AR) Mena, LLC
290.	OHI Asset (AR) Pocahontas, LLC
291.	OHI Asset (AR) Sheridan, LLC
292.	OHI Asset (AR) Walnut Ridge, LLC
293.	OHI Asset (AZ) Austin House, LLC
294.	OHI Asset (CA), LLC
295.	OHI Asset (CO), LLC
296.	OHI Asset (CT) Lender, LLC
297.	OHI Asset (FL) Eustis, LLC
298.	OHI Asset (FL) Lake Placid, LLC
299.	OHI Asset (FL) Lender, LLC
300.	OHI Asset (FL) Lutz, LLC
301.	OHI Asset (FL), LLC
302.	OHI Asset (FL) Pensacola - Hillview, LLC
303.	OHI Asset (FL) Pensacola, LLC
304.	OHI Asset (GA) Dunwoody, LLC
305.	OHI Asset (GA) Macon, LLC
306.	OHI Asset (GA) Moultrie, LLC
307.	OHI Asset (GA) Roswell, LLC
308.	OHI Asset (GA) Nashville, LLC
309.	OHI Asset (GA) Snellville, LLC
310.	OHI Asset (GA) Valdosta, LLC
311.	OHI Asset (ID) Holly, LLC
312.	OHI Asset (ID) Midland, LLC
313.	OHI Asset (ID), LLC

[Schedule I – 17^th Supplemental Indenture – 2024 Notes]

Schedule I Page 7

314.	OHI Asset (IL), LLC
315.	OHI Asset (IN) American Village, LLC
316.	OHI Asset (IN) Anderson, LLC
317.	OHI Asset (IN) Beech Grove, LLC
318.	OHI Asset (IN) Clarksville, LLC
319.	OHI Asset (IN) Clinton, LLC
320.	OHI Asset (IN) Connersville, LLC
321.	OHI Asset (IN) Crown Point, LLC
322.	OHI Asset (IN) Eagle Valley, LLC
323.	OHI Asset (IN) Elkhart, LLC
324.	OHI Asset (IN) Forest Creek, LLC
325.	OHI Asset (IN) Fort Wayne, LLC
326.	OHI Asset (IN) Franklin, LLC
327.	OHI Asset (IN) Greensburg, LLC
328.	OHI Asset (IN) Indianapolis, LLC
329.	OHI Asset (IN) Jasper, LLC
330.	OHI Asset (IN) Kokomo, LLC
331.	OHI Asset (IN) Lafayette, LLC
332.	OHI Asset (IN) Madison, LLC
333.	OHI Asset (IN) Monticello, LLC
334.	OHI Asset (IN) Noblesville, LLC
335.	OHI Asset (IN) Rosewalk, LLC
336.	OHI Asset (IN) Salem, LLC
337.	OHI Asset (IN) Seymour, LLC
338.	OHI Asset (IN) Spring Mill, LLC
339.	OHI Asset (IN) Terre Haute, LLC
340.	OHI Asset (IN) Wabash, LLC
341.	OHI Asset (IN) Westfield, LLC
342.	OHI Asset (IN) Zionsville, LLC
343.	OHI Asset (LA) Baton Rouge, LLC
344.	OHI Asset (LA), LLC
345.	OHI Asset (MD), LLC
346.	OHI Asset (MD) Baltimore - Pall Mall, LLC
347.	OHI Asset (MD) Baltimore - West Belvedere, LLC
348.	OHI Asset (MD) Salisbury, LLC
349.	OHI Asset (MI) Heather Hills, LLC
350.	OHI Asset (MI), LLC
351.	OHI Asset (MI) Carson City, LLC
352.	OHI Asset (MO), LLC
353.	OHI Asset (MS) Byhalia, LLC
354.	OHI Asset (MS) Cleveland, LLC
355.	OHI Asset (MS) Clinton, LLC
356.	OHI Asset (MS) Columbia, LLC
357.	OHI Asset (MS) Corinth, LLC
358.	OHI Asset (MS) Greenwood, LLC
359.	OHI Asset (MS) Grenada, LLC

[Schedule I – 17^th Supplemental Indenture – 2024 Notes]

Schedule I Page 8

360.	OHI Asset (MS) Holly Springs, LLC
361.	OHI Asset (MS) Indianola, LLC
362.	OHI Asset (MS) Natchez, LLC
363.	OHI Asset (MS) Picayune, LLC
364.	OHI Asset (MS) Vicksburg, LLC
365.	OHI Asset (MS) Yazoo City, LLC
366.	OHI Asset (NC) Biscoe, LLC
367.	OHI Asset (NC) Cornelius, LLC
368.	OHI Asset (NC) Drexel, LLC
369.	OHI Asset (NC) Fayetteville, LLC
370.	OHI Asset (NC) Hallsboro, LLC
371.	OHI Asset (NC) Marion, LLC
372.	OHI Asset (NC) Marshville, LLC
373.	OHI Asset (NC) Mocksville – 1007 Howard Street, LLC
374.	OHI Asset (NC) Mocksville – 1304 Madison Road, LLC
375.	OHI Asset (NC) Nashville, LLC
376.	OHI Asset (NC) Raeford, LLC
377.	OHI Asset (NC) Rocky Mount – 1558 S. Winstead, LLC
378.	OHI Asset (NC) Rocky Mount – 415 N. Winstead, LLC
379.	OHI Asset (NC) Salisbury, LLC
380.	OHI Asset (NC) Saluda, LLC
381.	OHI Asset (NC) Shallotte, LLC
382.	OHI Asset (NC) Wadesboro, LLC
383.	OHI Asset (NC) Waynesville, LLC
384.	OHI Asset (NC) Wilmington, LLC
385.	OHI Asset (NC) Winston Salem, LLC
386.	OHI Asset (NY) 2nd Avenue, LLC
387.	OHI Asset (NY) 93rd Street, LLC
388.	OHI Asset (OH) Huber Heights, LLC
389.	OHI Asset (OH) Lender, LLC
390.	OHI Asset (OH), LLC
391.	OHI Asset (OH) New London, LLC
392.	OHI Asset (OR) Portland, LLC
393.	OHI Asset (OH) Steubenville, LLC
394.	OHI Asset (OH) Toledo, LLC
395.	OHI Asset (OR) Troutdale, LLC
396.	OHI Asset (OH) West Carrollton, LLC
397.	OHI Asset (PA) GP, LLC
398.	OHI Asset (PA) West Mifflin, LP
399.	OHI Asset (PA), LLC
400.	OHI Asset (PA), LP
401.	OHI Asset (SC) Aiken, LLC
402.	OHI Asset (SC) Anderson, LLC
403.	OHI Asset (SC) Easley Anne, LLC
404.	OHI Asset (SC) Easley Crestview, LLC
405.	OHI Asset (SC) Edgefield, LLC

[Schedule I – 17^th Supplemental Indenture – 2024 Notes]

Schedule I Page 9

406.	OHI Asset (SC) Greenville Griffith, LLC
407.	OHI Asset (SC) Greenville Laurens, LLC
408.	OHI Asset (SC) Greenville North, LLC
409.	OHI Asset (SC) Greenville, LLC
410.	OHI Asset (SC) Greer, LLC
411.	OHI Asset (SC) Marietta, LLC
412.	OHI Asset (SC) McCormick, LLC
413.	OHI Asset (SC) Orangeburg, LLC
414.	OHI Asset (SC) Pickens East Cedar, LLC
415.	OHI Asset (SC) Pickens Rosemond, LLC
416.	OHI Asset (SC) Piedmont, LLC
417.	OHI Asset (SC) Simpsonville SE Main, LLC
418.	OHI Asset (SC) Simpsonville West Broad, LLC
419.	OHI Asset (SC) Simpsonville West Curtis, LLC
420.	OHI Asset (TN) Bartlett, LLC
421.	OHI Asset (TN) Collierville, LLC
422.	OHI Asset (TN) Jefferson City, LLC
423.	OHI Asset (TN) Memphis, LLC
424.	OHI Asset (TN) Rogersville, LLC
425.	OHI Asset (TX) Anderson, LLC
426.	OHI Asset (TX) Bryan, LLC
427.	OHI Asset (TX) Burleson, LLC
428.	OHI Asset (TX) College Station, LLC
429.	OHI Asset (TX) Comfort, LLC
430.	OHI Asset (TX) Diboll, LLC
431.	OHI Asset (TX) Granbury, LLC
432.	OHI Asset (TX) Hondo, LLC
433.	OHI Asset (TX) Italy, LLC
434.	OHI Asset (TX) Schertz, LLC
435.	OHI Asset (TX) Winnsboro, LLC
436.	OHI Asset (TX), LLC
437.	OHI Asset (UT) Ogden, LLC
438.	OHI Asset (UT) Provo, LLC
439.	OHI Asset (UT) Roy, LLC
440.	OHI Asset (VA) Charlottesville - 1165 Pepsi Place, LLC
441.	OHI Asset (VA) Charlottesville, LLC
442.	OHI Asset (VA) Chesapeake, LLC
443.	OHI Asset (VA) Farmville, LLC
444.	OHI Asset (VA) Galax, LLC
445.	OHI Asset (VA) Hillsville, LLC
446.	OHI Asset (VA) Madison, LLC
447.	OHI Asset (VA) Martinsville SNF, LLC
448.	OHI Asset (VA) Mechanicsville, LLC
449.	OHI Asset (VA) Norfolk, LLC
450.	OHI Asset (VA) Portsmouth, LLC
451.	OHI Asset (VA) Richmond - 2420 Pemberton Road, LLC

[Schedule I – 17^th Supplemental Indenture – 2024 Notes]

Schedule I Page 10

452.	OHI Asset (VA) Richmond - 9101 Bon Air, LLC
453.	OHI Asset (VA) Rocky Mount, LLC
454.	OHI Asset (VA) Suffolk, LLC
455.	OHI Asset (WA) Battle Ground, LLC
456.	OHI Asset (WA) Fort Vancouver, LLC
457.	OHI Asset (WV) Danville, LLC
458.	OHI Asset (WV) Ivydale, LLC
459.	OHI Asset CHG ALF, LLC
460.	OHI Asset CSB LLC
461.	OHI Asset CSE – E, LLC
462.	OHI Asset CSE – U, LLC
463.	OHI Asset CSE–E Subsidiary, LLC
464.	OHI Asset CSE–U Subsidiary, LLC
465.	OHI Asset HUD CFG, LLC
466.	OHI Asset HUD Delta, LLC
467.	OHI Asset HUD H-F, LLC
468.	OHI Asset HUD SF CA, LLC
469.	OHI Asset HUD SF, LLC
470.	OHI Asset HUD WO, LLC
471.	OHI Asset II (CA), LLC
472.	OHI Asset II (FL), LLC
473.	OHI Asset II (PA), LP
474.	OHI Asset III (PA), LP
475.	OHI Asset IV (PA) Silver Lake, LP
476.	OHI Asset Management, LLC
477.	OHI Asset RO PMM Services, LLC
478.	OHI Asset RO, LLC
479.	OHI Asset, LLC
480.	OHI Healthcare Properties Holdco, Inc.
481.	OHI Healthcare Properties Limited Partnership
482.	OHI Mezz Lender, LLC
483.	OHI Tennessee, LLC (f/k/a OHI Tennessee, Inc.)
484.	OHIMA, LLC (f/k/a OHIMA, Inc.)
485.	Ohio Aviv Three, L.L.C.
486.	Ohio Aviv Two, L.L.C.
487.	Ohio Aviv, L.L.C.
488.	Ohio Indiana Property, L.L.C.
489.	Ohio Pennsylvania Property, L.L.C.
490.	Oklahoma Two Property, L.L.C.
491.	Oklahoma Warr Wind, L.L.C.
492.	Omaha Associates, L.L.C.
493.	Omega TRS I, Inc.
494.	Orange ALF Property, L.L.C.
495.	Orange Village Care Center, LLC (f/k/a Orange Village Care Center, Inc.)
496.	Orange, L.L.C.

[Schedule I – 17^th Supplemental Indenture – 2024 Notes]

Schedule I Page 11

497.	Oregon Associates, L.L.C.
498.	Oso Avenue Property, L.L.C.
499.	Ostrom Avenue Property, L.L.C.
500.	Palm Valley Senior Care, LLC
501.	Panama City Nursing Center LLC
502.	Pavillion North Partners, LLC
503.	Pavillion North, LLP
504.	Pavillion Nursing Center North, LLC
505.	Peabody Associates Two, L.L.C.
506.	Peabody Associates, L.L.C.
507.	Pennington Road Property, L.L.C.
508.	Pensacola Real Estate Holdings I, LLC (f/k/a Pensacola Real Estate Holdings I, Inc.)
509.	Pensacola Real Estate Holdings II, LLC (f/k/a Pensacola Real Estate Holdings II, Inc.)
510.	Pensacola Real Estate Holdings III, LLC (f/k/a Pensacola Real Estate Holdings III, Inc.)
511.	Pensacola Real Estate Holdings IV, LLC (f/k/a Pensacola Real Estate Holdings IV, Inc.)
512.	Pensacola Real Estate Holdings V, LLC (f/k/a Pensacola Real Estate Holdings V, Inc.)
513.	Pocatello Idaho Property, L.L.C.
514.	Pomona Vista L.L.C.
515.	Prescott Arkansas, L.L.C.
516.	PV Realty-Clinton, LLC
517.	PV Realty-Kensington, LLC
518.	PV Realty–Willow Tree, LLC
519.	Raton Property Limited Company
520.	Ravenna Ohio Property, L.L.C.
521.	Red Rocks, L.L.C.
522.	Richland Washington, L.L.C.
523.	Ridgecrest Senior Care, LLC
524.	Riverside Nursing Home Associates Two, L.L.C.
525.	Riverside Nursing Home Associates, L.L.C.
526.	Rockingham Drive Property, L.L.C.
527.	Rose Baldwin Park Property L.L.C.
528.	S.C. Portfolio Property, L.L.C.
529.	Salem Associates, L.L.C.
530.	San Juan NH Property, LLC
531.	Sandalwood Arkansas Property, L.L.C.
532.	Santa Ana-Bartlett, L.L.C.
533.	Santa Fe Missouri Associates, L.L.C.
534.	Savoy/Bonham Venture, L.L.C.
535.	Searcy Aviv, L.L.C.
536.	Sedgwick Properties, L.L.C.
537.	Seguin Texas Property, L.L.C.

[Schedule I – 17^th Supplemental Indenture – 2024 Notes]

Schedule I Page 12

538.	Sierra Ponds Property, L.L.C.
539.	Skyler Boyington, LLC (f/k/a Skyler Boyington, Inc.)
540.	Skyler Florida, LLC (f/k/a Skyler Florida, Inc.)
541.	Skyler Maitland LLC
542.	Skyler Pensacola, LLC (f/k/a Skyler Pensacola, Inc.)
543.	Skyview Associates, L.L.C.
544.	Southeast Missouri Property, L.L.C.
545.	Southern California Nevada, L.L.C.
546.	St. Joseph Missouri Property, L.L.C.
547.	St. Mary’s Properties, LLC (f/k/a St. Mary’s Properties, Inc.)
548.	Star City Arkansas, L.L.C.
549.	Stephenville Texas Property, L.L.C.
550.	Sterling Acquisition, LLC
551.	Stevens Avenue Property, L.L.C.
552.	Sun-Mesa Properties, L.L.C.
553.	Suwanee, LLC
554.	Texas Fifteen Property, L.L.C.
555.	Texas Four Property, L.L.C.
556.	Texas Lessor – Stonegate GP, LLC
557.	Texas Lessor – Stonegate, Limited, LLC
558.	Texas Lessor – Stonegate, LP
559.	Texhoma Avenue Property, L.L.C.
560.	The Suburban Pavilion, LLC (f/k/a The Suburban Pavilion, Inc.)
561.	Tujunga, L.L.C.
562.	Tulare County Property, L.L.C.
563.	VRB Aviv, L.L.C.
564.	Washington Idaho Property, L.L.C.
565.	Washington Lessor – Silverdale, LLC
566.	Washington-Oregon Associates, L.L.C.
567.	Watauga Associates, L.L.C.
568.	Wellington Leasehold, L.L.C.
569.	West Pearl Street, L.L.C.
570.	West Yarmouth Property I, L.L.C.
571.	Westerville Ohio Office Property, L.L.C.
572.	Wheeler Healthcare Associates, L.L.C.
573.	Whitlock Street Property, L.L.C.
574.	Wilcare, LLC
575.	Willis Texas Aviv, L.L.C.
576.	Yuba Aviv, L.L.C.

[Schedule I – 17^th Supplemental Indenture – 2024 Notes]

Schedule I Page 13

Schedule II

NEW SUBSIDIARIES

1.	OHI Asset (MO) Jackson, LLC
2.	OHI Asset (CO) Brighton, LLC
3.	OHI Asset (CO) Mesa, LLC
4.	OHI Asset (CO) Denver, LLC
5.	OHI Asset (TX) Longview, LLC
6.	OHI Asset (TX) Athens, LLC
7.	OHI Asset (TX) Winnsboro ALF, LLC
8.	OHI Asset (FL) Middleburg, LLC
9.	OHI Asset (SC) Five Forks, LLC
10.	OHI Asset (VA) Midlothian, LLC

[Schedule II – 17th Supplemental Indenture – 2024 Notes]

EX-4.2

Exhibit 4.2

TENTH SUPPLEMENTAL INDENTURE

(Senior Notes due 2024)

THIS TENTH SUPPLEMENTAL INDENTURE (this “Tenth Supplemental Indenture”) is dated as of August 9, 2016 among OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation (the “Issuer”), each of the SUBSIDIARY GUARANTORS listed on Schedule I hereto (collectively, the “Subsidiary Guarantors”), each of the entities listed on Schedule II hereto (collectively, the “New Subsidiaries”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”).

W I T N E S S E T H :

WHEREAS, the Issuer and the Subsidiary Guarantors have heretofore executed and delivered to the Trustee an Indenture, dated as of March 11, 2014 (as supplemented by that First Supplemental Indenture, dated as of June 27, 2014, that Second Supplemental Indenture, dated as of November 25, 2014, that Third Supplemental Indenture, dated as of January 23, 2015, that Fourth Supplemental Indenture, effective as of March 2, 2015, that Fifth Supplemental Indenture, dated as of April 1, 2015, that Sixth Supplemental Indenture, dated as of August 4, 2015, that Seventh Supplemental Indenture, dated as of November 9, 2015, that Eighth Supplemental Indenture, dated as of March 29, 2016, and that Ninth Supplemental Indenture, dated as of May 13, 2016; the “Indenture”), providing for the issuance of the Issuer’s 4.950% Senior Notes due 2024 (the “Notes”);

WHEREAS, Section 9.01 of the Indenture authorizes the Issuer, the Subsidiary Guarantors and the Trustee, together, to amend or supplement the Indenture, without notice to or consent of any Holder of the Notes, for the purpose of making any change that would not materially adversely affect the rights of any Holder of the Notes;

WHEREAS, the Issuer has created or acquired the New Subsidiaries, which are required to become Subsidiary Guarantors pursuant to Section 4.14 of the Indenture;

WHEREAS, in Section 1.01 of the Indenture, the term “Subsidiary Guarantors” is defined to include all Persons that become a Subsidiary Guarantor by the terms of the Indenture after the Closing Date; and

WHEREAS, Section 10.01 of the Indenture provides that each Subsidiary Guarantor shall be a guarantor of the Issuer’s obligations under the Notes, subject to the terms and conditions described in the Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the Subsidiary Guarantors, the New Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

[10th Supplemental Indenture – 2024 Notes]

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. AMENDMENT TO GUARANTEE. The New Subsidiaries hereby agree, jointly and severally with all other Subsidiary Guarantors, to guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in the Indenture, and to be bound by, and to receive the benefit of, all other applicable provisions of the Indenture as Subsidiary Guarantors. Such guarantee shall be evidenced by the New Subsidiaries’ execution of Subsidiary Guarantees, the form of which is attached as Exhibit E to the Indenture, and shall be effective as of the date hereof.

3. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder, member or manager of the New Subsidiaries, as such, shall have any liability for any obligations of the Issuer or any Subsidiary Guarantor under the Notes, any Guarantees, the Indenture or this Tenth Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes, by accepting and holding a Note, waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.

4. NEW YORK LAW TO GOVERN. The laws of the State of New York shall govern and be used to construe this Tenth Supplemental Indenture.

5. COUNTERPARTS. The parties may sign any number of copies of this Tenth Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement.

6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Tenth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer, the Subsidiary Guarantors and the New Subsidiaries.

[Remainder of Page Intentionally Left Blank]

[10th Supplemental Indenture – 2024 Notes]

2

IN WITNESS WHEREOF, the parties hereto have caused this Tenth Supplemental Indenture to be duly executed, all as of the date first above written.

ISSUER:
OMEGA HEALTHCARE INVESTORS, INC.,
a Maryland corporation
By:	/s/ Daniel J. Booth
	Daniel J. Booth
	Chief Operating Officer and Secretary
SUBSIDIARY GUARANTORS:
OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP
By:	Omega Healthcare Investors, Inc. as General Partner
	By:	/s/ Daniel J. Booth
		Daniel J. Booth
		Chief Operating Officer and Secretary
ON BEHALF OF EACH OF THE OTHER SUBSIDIARY GUARANTORS LISTED ON SCHEDULE I
By:	/s/ Daniel J. Booth
	Daniel J. Booth
	Chief Operating Officer and Secretary

[Signatures continued on the following page]

[Signature Page – 10th Supplemental Indenture – 2024 Notes]

NEW SUBSIDIARIES:
ON BEHALF OF EACH OF THE NEW SUBSIDIARIES LISTED ON SCHEDULE II
By:	/s/ Daniel J. Booth
	Daniel J. Booth
	Chief Operating Officer and Secretary

[Signatures continued on the following page]

[Signature Page – 10th Supplemental Indenture – 2024 Notes]

U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:	/s/ David Ferrell
	Name:	David Ferrell
	Title:	Vice President

[Signature Page – 10th Supplemental Indenture – 2024 Notes]

Schedule I

SUBSIDIARY GUARANTORS

1.	11900 East Artesia Boulevard, LLC
2.	1200 Ely Street Holdings Co. LLC
3.	13922 Cerise Avenue, LLC
4.	1628 B Street, LLC
5.	2400 Parkside Drive, LLC
6.	2425 Teller Avenue, LLC
7.	245 East Wilshire Avenue, LLC
8.	3232 Artesia Real Estate, LLC
9.	3806 Clayton Road, LLC
10.	42235 County Road Holdings Co. LLC
11.	446 Sycamore Road, L.L.C.
12.	48 High Point Road, LLC
13.	523 Hayes Lane, LLC
14.	637 East Romie Lane, LLC
15.	Alamogordo Aviv, L.L.C.
16.	Albany Street Property, L.L.C.
17.	Arizona Lessor - Infinia, LLC
18.	Arkansas Aviv, L.L.C.
19.	Arma Yates, L.L.C.
20.	Avery Street Property, L.L.C
21.	Aviv Asset Management, L.L.C.
22.	Aviv Financing I, L.L.C.
23.	Aviv Financing II, L.L.C.
24.	Aviv Financing III, L.L.C.
25.	Aviv Financing IV, L.L.C.
26.	Aviv Financing V, L.L.C.
27.	Aviv Foothills, L.L.C.
28.	Aviv Healthcare Capital Corporation
29.	Aviv Healthcare Properties Operating Partnership I, L.P.
30.	Aviv Liberty, L.L.C.
31.	Avon Ohio, L.L.C.
32.	Bala Cynwyd Real Estate, LP
33.	Bayside Colorado Healthcare Associates, LLC
34.	Bayside Street II, LLC
35.	Bayside Street, LLC (f/k/a Bayside Street, Inc.)
36.	Belleville Illinois, L.L.C.
37.	Bellingham II Associates, L.L.C.
38.	Bethel ALF Property, L.L.C.
39.	BHG Aviv, L.L.C.
40.	Biglerville Road, L.L.C.
41.	Bonham Texas, L.L.C.
42.	Bradenton ALF Property, L.L.C.

[Schedule I – 10th Supplemental Indenture – 2027 Notes]

43.	Burton NH Property, L.L.C.
44.	California Aviv Two, L.L.C.
45.	California Aviv, L.L.C.
46.	Camas Associates, L.L.C.
47.	Canton Health Care Land, LLC (f/k/a Canton Health Care Land, Inc.)
48.	Carnegie Gardens LLC
49.	Casa/Sierra California Associates, L.L.C.
50.	CFG 2115 Woodstock Place LLC
51.	Champaign Williamson Franklin, L.L.C.
52.	Chardon Ohio Property Holdings, L.L.C.
53.	Chardon Ohio Property, L.L.C.
54.	Chatham Aviv, L.L.C.
55.	Chippewa Valley, L.L.C.
56.	CHR Bartow LLC
57.	CHR Boca Raton  LLC
58.	CHR Bradenton LLC
59.	CHR Cape Coral LLC
60.	CHR Fort Myers LLC
61.	CHR Fort Walton Beach LLC
62.	CHR Lake Wales LLC
63.	CHR Lakeland LLC
64.	CHR Pompano Beach Broward LLC
65.	CHR Pompano Beach LLC
66.	CHR Sanford LLC
67.	CHR Spring Hill LLC
68.	CHR St. Pete Bay LLC
69.	CHR St. Pete Egret LLC
70.	CHR Tampa Carrollwood LLC
71.	CHR Tampa LLC
72.	CHR Tarpon Springs LLC
73.	CHR Titusville LLC
74.	Clarkston Care, L.L.C.
75.	Clayton Associates, L.L.C.
76.	Colonial Gardens, LLC
77.	Colonial Madison Associates, L.L.C.
78.	Colorado Lessor - Conifer, LLC
79.	Columbus Texas Aviv, L.L.C.
80.	Columbus Western Avenue, L.L.C.
81.	Colville Washington Property, L.L.C.
82.	Commerce Nursing Homes, L.L.C.
83.	Commerce Sterling Hart Drive, L.L.C.
84.	Conroe Rigby Owen Road, L.L.C.
85.	CR Aviv, L.L.C.
86.	Crete Plus Five Property, L.L.C.
87.	Crooked River Road, L.L.C.
88.	CSE Albany LLC

[Schedule I – 10th Supplemental Indenture – 2027 Notes]

89.	CSE Amarillo LLC
90.	CSE Arden L.P.
91.	CSE Augusta LLC
92.	CSE Bedford LLC
93.	CSE Blountville LLC
94.	CSE Bolivar LLC
95.	CSE Cambridge LLC
96.	CSE Cambridge Realty LLC
97.	CSE Camden LLC
98.	CSE Canton LLC
99.	CSE Casablanca Holdings II LLC
100.	CSE Casablanca Holdings LLC
101.	CSE Cedar Rapids LLC
102.	CSE Centennial Village, LP
103.	CSE Chelmsford LLC
104.	CSE Chesterton LLC
105.	CSE Claremont LLC
106.	CSE Corpus North LLC
107.	CSE Denver Iliff LLC
108.	CSE Denver LLC
109.	CSE Douglas LLC
110.	CSE Elkton LLC
111.	CSE Elkton Realty LLC
112.	CSE Fairhaven LLC
113.	CSE Fort Wayne LLC
114.	CSE Frankston LLC
115.	CSE Georgetown LLC
116.	CSE Green Bay LLC
117.	CSE Hilliard LLC
118.	CSE Huntingdon LLC
119.	CSE Huntsville LLC
120.	CSE Indianapolis-Continental LLC
121.	CSE Indianapolis-Greenbriar LLC
122.	CSE Jacinto City LLC
123.	CSE Jefferson City LLC
124.	CSE Jeffersonville-Hillcrest Center LLC
125.	CSE Jeffersonville-Jennings House LLC
126.	CSE Kerrville LLC
127.	CSE King L.P.
128.	CSE Kingsport LLC
129.	CSE Knightdale L.P.
130.	CSE Lake City LLC
131.	CSE Lake Worth LLC
132.	CSE Lakewood LLC
133.	CSE Las Vegas LLC
134.	CSE Lawrenceburg LLC

[Schedule I – 10th Supplemental Indenture – 2027 Notes]

135.	CSE Lenoir L.P.
136.	CSE Lexington Park LLC
137.	CSE Lexington Park Realty LLC
138.	CSE Ligonier LLC
139.	CSE Live Oak LLC
140.	CSE Lowell LLC
141.	CSE Marianna Holdings LLC
142.	CSE Memphis LLC
143.	CSE Mobile LLC
144.	CSE Moore LLC
145.	CSE North Carolina Holdings I LLC
146.	CSE North Carolina Holdings II LLC
147.	CSE Omro LLC
148.	CSE Orange Park LLC
149.	CSE Orlando-Pinar Terrace Manor LLC
150.	CSE Orlando-Terra Vista Rehab LLC
151.	CSE Pennsylvania Holdings, LP
152.	CSE Piggott LLC
153.	CSE Pilot Point LLC
154.	CSE Pine View LLC
155.	CSE Ponca City LLC
156.	CSE Port St. Lucie LLC
157.	CSE Richmond LLC
158.	CSE Ripley LLC
159.	CSE Ripon LLC
160.	CSE Safford LLC
161.	CSE Salina LLC
162.	CSE Seminole LLC
163.	CSE Shawnee LLC
164.	CSE Spring Branch LLC
165.	CSE Stillwater LLC
166.	CSE Taylorsville LLC
167.	CSE Texarkana LLC
168.	CSE Texas City LLC
169.	CSE The Village LLC
170.	CSE Upland LLC
171.	CSE Walnut Cove L.P.
172.	CSE West Point LLC
173.	CSE Whitehouse LLC
174.	CSE Williamsport LLC
175.	CSE Winter Haven LLC
176.	CSE Woodfin L.P.
177.	CSE Yorktown LLC
178.	Cuyahoga Falls Property, L.L.C.
179.	Dallas Two Property, L.L.C.
180.	Danbury ALF Property, L.L.C.

[Schedule I – 10th Supplemental Indenture – 2027 Notes]

181.	Darien ALF Property, L.L.C.
182.	Delta Investors I, LLC
183.	Delta Investors II, LLC
184.	Denison Texas, L.L.C.
185.	Desert Lane LLC
186.	Dixie White House Nursing Home, LLC (f/k/a Dixie White House Nursing Home, Inc.)
187.	Dixon Health Care Center, LLC (f/k/a Dixon Health Care Center, Inc.)
188.	East Rollins Street, L.L.C.
189.	Edgewood Drive Property, L.L.C.
190.	Effingham Associates, L.L.C.
191.	Elite Mattoon, L.L.C.
192.	Elite Yorkville, L.L.C.
193.	Encanto Senior Care, LLC
194.	Falcon Four Property Holding, L.L.C.
195.	Falcon Four Property, L.L.C.
196.	Falfurrias Texas, L.L.C.
197.	Florida ALF Properties, L.L.C.
198.	Florida Four Properties, L.L.C.
199.	Florida Lessor – Meadowview, LLC
200.	Florida Real Estate Company, LLC
201.	Fort Stockton Property, L.L.C.
202.	Four Fountains Aviv, L.L.C.
203.	Fredericksburg South Adams Street, L.L.C.
204.	Freewater Oregon, L.L.C.
205.	Fullerton California, L.L.C.
206.	G&L Gardens, LLC
207.	Gardnerville Property, L.L.C.
208.	Georgia Lessor - Bonterra/Parkview, LLC
209.	Germantown Property, L.L.C.
210.	Giltex Care, L.L.C.
211.	Glendale NH Property, L.L.C.
212.	Golden Hill Real Estate Company, LLC
213.	Gonzales Texas Property, L.L.C.
214.	Great Bend Property, L.L.C.
215.	Greenbough, LLC
216.	Greenville Kentucky Property, L.L.C.
217.	Heritage Monterey Associates, L.L.C.
218.	HHM Aviv, L.L.C.
219.	Hidden Acres Property, L.L.C.
220.	Highland Leasehold, L.L.C.
221.	Hobbs Associates, L.L.C.
222.	Hot Springs Atrium Owner, LLC
223.	Hot Springs Aviv, L.L.C.
224.	Hot Springs Cottages Owner, LLC
225.	Hot Springs Marina Owner, LLC

[Schedule I – 10th Supplemental Indenture – 2027 Notes]

226.	Houston Texas Aviv, L.L.C.
227.	Hutchinson Kansas, L.L.C.
228.	Hutton I Land, LLC (f/k/a Hutton I Land, Inc.)
229.	Hutton II Land, LLC (f/k/a Hutton II Land, Inc.)
230.	Hutton III Land, LLC (f/k/a Hutton III Land, Inc.)
231.	Idaho Associates, L.L.C.
232.	Illinois Missouri Properties, L.L.C.
233.	Indiana Lessor – Wellington Manor, LLC
234.	Iowa Lincoln County Property, L.L.C.
235.	Jasper Springhill Street, L.L.C.
236.	Kansas Five Property, L.L.C.
237.	Karan Associates Two, L.L.C.
238.	Karan Associates, L.L.C.
239.	Karissa Court Property, L.L.C.
240.	KB Northwest Associates, L.L.C.
241.	Kentucky NH Properties, L.L.C.
242.	Kingsville Texas, L.L.C.
243.	LAD I Real Estate Company, LLC
244.	Leatherman 90-1, LLC (f/k/a Leatherman 90-1, Inc.)
245.	Leatherman Partnership 89-1, LLC (f/k/a Leatherman Partnership 89-1, Inc.)
246.	Leatherman Partnership 89-2, LLC (f/k/a Leatherman Partnership 89-2, Inc.)
247.	Louisville Dutchmans Property, L.L.C.
248.	Magnolia Drive Property, L.L.C.
249.	Manor Associates, L.L.C.
250.	Mansfield Aviv, L.L.C.
251.	Massachusetts Nursing Homes, L.L.C.
252.	McCarthy Street Property, L.L.C.
253.	Meridian Arms Land, LLC (f/k/a Meridian Arms Land, Inc.)
254.	Minnesota Associates, L.L.C.
255.	Mishawaka Property, L.L.C.
256.	Missouri Associates, L.L.C.
257.	Missouri Regency Associates, L.L.C.
258.	Montana Associates, L.L.C.
259.	Monterey Park Leasehold Mortgage, L.L.C.
260.	Mount Washington Property, L.L.C.
261.	Mt. Vernon Texas, L.L.C.
262.	Murray County, L.L.C.
263.	Muscatine Toledo Properties, L.L.C.
264.	N.M. Bloomfield Three Plus One Limited Company
265.	N.M. Espanola Three Plus One Limited Company
266.	N.M. Lordsburg Three Plus One Limited Company
267.	N.M. Silver City Three Plus One Limited Company
268.	New Hope Property, L.L.C.
269.	Newtown ALF Property, L.L.C.

[Schedule I – 10th Supplemental Indenture – 2027 Notes]

270.	Nicholasville Kentucky Property, L.L.C.
271.	North Las Vegas LLC
272.	North Royalton Ohio Property, L.L.C.
273.	Norwalk ALF Property, L.L.C.
274.	NRS Ventures, L.L.C.
275.	Oakland Nursing Homes, L.L.C.
276.	Ocean Springs Nursing Home, LLC (f/k/a Ocean Springs Nursing Home, Inc.)
277.	October Associates, L.L.C.
278.	Ogden Associates, L.L.C.
279.	OHI (Connecticut), LLC
280.	OHI (Illinois), LLC(f/k/a OHI (Illinois), Inc.)
281.	OHI (Indiana), LLC
282.	OHI (Iowa), LLC(f/k/a OHI (Iowa), Inc.)
283.	OHI Asset (AR) Ash Flat, LLC
284.	OHI Asset (AR) Camden, LLC
285.	OHI Asset (AR) Conway, LLC
286.	OHI Asset (AR) Des Arc, LLC
287.	OHI Asset (AR) Hot Springs, LLC
288.	OHI Asset (AR) Malvern, LLC
289.	OHI Asset (AR) Mena, LLC
290.	OHI Asset (AR) Pocahontas, LLC
291.	OHI Asset (AR) Sheridan, LLC
292.	OHI Asset (AR) Walnut Ridge, LLC
293.	OHI Asset (AZ) Austin House, LLC
294.	OHI Asset (CA), LLC
295.	OHI Asset (CO), LLC
296.	OHI Asset (CT) Lender, LLC
297.	OHI Asset (FL) Eustis, LLC
298.	OHI Asset (FL) Lake Placid, LLC
299.	OHI Asset (FL) Lender, LLC
300.	OHI Asset (FL) Lutz, LLC
301.	OHI Asset (FL), LLC
302.	OHI Asset (FL) Pensacola - Hillview, LLC
303.	OHI Asset (FL) Pensacola, LLC
304.	OHI Asset (GA) Dunwoody, LLC
305.	OHI Asset (GA) Macon, LLC
306.	OHI Asset (GA) Moultrie, LLC
307.	OHI Asset (GA) Nashville, LLC
308.	OHI Asset (GA) Roswell, LLC
309.	OHI Asset (GA) Snellville, LLC
310.	OHI Asset (GA) Valdosta, LLC
311.	OHI Asset (ID) Holly, LLC
312.	OHI Asset (ID) Midland, LLC
313.	OHI Asset (ID), LLC
314.	OHI Asset (IL), LLC

[Schedule I – 10th Supplemental Indenture – 2027 Notes]

315.	OHI Asset (IN) American Village, LLC
316.	OHI Asset (IN) Anderson, LLC
317.	OHI Asset (IN) Beech Grove, LLC
318.	OHI Asset (IN) Clarksville, LLC
319.	OHI Asset (IN) Clinton, LLC
320.	OHI Asset (IN) Connersville, LLC
321.	OHI Asset (IN) Crown Point, LLC
322.	OHI Asset (IN) Eagle Valley, LLC
323.	OHI Asset (IN) Elkhart, LLC
324.	OHI Asset (IN) Forest Creek, LLC
325.	OHI Asset (IN) Fort Wayne, LLC
326.	OHI Asset (IN) Franklin, LLC
327.	OHI Asset (IN) Greensburg, LLC
328.	OHI Asset (IN) Indianapolis, LLC
329.	OHI Asset (IN) Jasper, LLC
330.	OHI Asset (IN) Kokomo, LLC
331.	OHI Asset (IN) Lafayette, LLC
332.	OHI Asset (IN) Madison, LLC
333.	OHI Asset (IN) Monticello, LLC
334.	OHI Asset (IN) Noblesville, LLC
335.	OHI Asset (IN) Rosewalk, LLC
336.	OHI Asset (IN) Salem, LLC
337.	OHI Asset (IN) Seymour, LLC
338.	OHI Asset (IN) Spring Mill, LLC
339.	OHI Asset (IN) Terre Haute, LLC
340.	OHI Asset (IN) Wabash, LLC
341.	OHI Asset (IN) Westfield, LLC
342.	OHI Asset (IN) Zionsville, LLC
343.	OHI Asset (LA) Baton Rouge, LLC
344.	OHI Asset (LA), LLC
345.	OHI Asset (MD), LLC
346.	OHI Asset (MD) Baltimore - Pall Mall, LLC
347.	OHI Asset (MD) Baltimore - West Belvedere, LLC
348.	OHI Asset (MD) Salisbury, LLC
349.	OHI Asset (MI) Heather Hills, LLC
350.	OHI Asset (MI), LLC
351.	OHI Asset (MI) Carson City, LLC
352.	OHI Asset (MO), LLC
353.	OHI Asset (MS) Byhalia, LLC
354.	OHI Asset (MS) Cleveland, LLC
355.	OHI Asset (MS) Clinton, LLC
356.	OHI Asset (MS) Columbia, LLC
357.	OHI Asset (MS) Corinth, LLC
358.	OHI Asset (MS) Greenwood, LLC
359.	OHI Asset (MS) Grenada, LLC
360.	OHI Asset (MS) Holly Springs, LLC

[Schedule I – 10th Supplemental Indenture – 2027 Notes]

361.	OHI Asset (MS) Indianola, LLC
362.	OHI Asset (MS) Natchez, LLC
363.	OHI Asset (MS) Picayune, LLC
364.	OHI Asset (MS) Vicksburg, LLC
365.	OHI Asset (MS) Yazoo City, LLC
366.	OHI Asset (NC) Biscoe, LLC
367.	OHI Asset (NC) Cornelius, LLC
368.	OHI Asset (NC) Drexel, LLC
369.	OHI Asset (NC) Fayetteville, LLC
370.	OHI Asset (NC) Hallsboro, LLC
371.	OHI Asset (NC) Marion, LLC
372.	OHI Asset (NC) Marshville, LLC
373.	OHI Asset (NC) Mocksville – 1007 Howard Street, LLC
374.	OHI Asset (NC) Mocksville – 1304 Madison Road, LLC
375.	OHI Asset (NC) Nashville, LLC
376.	OHI Asset (NC) Raeford, LLC
377.	OHI Asset (NC) Rocky Mount – 1558 S. Winstead, LLC
378.	OHI Asset (NC) Rocky Mount – 415 N. Winstead, LLC
379.	OHI Asset (NC) Salisbury, LLC
380.	OHI Asset (NC) Saluda, LLC
381.	OHI Asset (NC) Shallotte, LLC
382.	OHI Asset (NC) Wadesboro, LLC
383.	OHI Asset (NC) Waynesville, LLC
384.	OHI Asset (NC) Wilmington, LLC
385.	OHI Asset (NC) Winston Salem, LLC
386.	OHI Asset (NY) 2nd Avenue, LLC
387.	OHI Asset (NY) 93rd Street, LLC
388.	OHI Asset (OH) Huber Heights, LLC
389.	OHI Asset (OH) Lender, LLC
390.	OHI Asset (OH), LLC
391.	OHI Asset (OH) New London, LLC
392.	OHI Asset (OR) Portland, LLC
393.	OHI Asset (OH) Steubenville, LLC
394.	OHI Asset (OH) Toledo, LLC
395.	OHI Asset (OR) Troutdale, LLC
396.	OHI Asset (OH) West Carrollton, LLC
397.	OHI Asset (PA) GP, LLC
398.	OHI Asset (PA) West Mifflin, LP
399.	OHI Asset (PA), LLC
400.	OHI Asset (PA), LP
401.	OHI Asset (SC) Aiken, LLC
402.	OHI Asset (SC) Anderson, LLC
403.	OHI Asset (SC) Easley Anne, LLC
404.	OHI Asset (SC) Easley Crestview, LLC
405.	OHI Asset (SC) Edgefield, LLC
406.	OHI Asset (SC) Greenville Griffith, LLC

[Schedule I – 10th Supplemental Indenture – 2027 Notes]

407.	OHI Asset (SC) Greenville Laurens, LLC
408.	OHI Asset (SC) Greenville North, LLC
409.	OHI Asset (SC) Greenville, LLC
410.	OHI Asset (SC) Greer, LLC
411.	OHI Asset (SC) Marietta, LLC
412.	OHI Asset (SC) McCormick, LLC
413.	OHI Asset (SC) Orangeburg, LLC
414.	OHI Asset (SC) Pickens East Cedar, LLC
415.	OHI Asset (SC) Pickens Rosemond, LLC
416.	OHI Asset (SC) Piedmont, LLC
417.	OHI Asset (SC) Simpsonville SE Main, LLC
418.	OHI Asset (SC) Simpsonville West Broad, LLC
419.	OHI Asset (SC) Simpsonville West Curtis, LLC
420.	OHI Asset (TN) Bartlett, LLC
421.	OHI Asset (TN) Collierville, LLC
422.	OHI Asset (TN) Jefferson City, LLC
423.	OHI Asset (TN) Memphis, LLC
424.	OHI Asset (TN) Rogersville, LLC
425.	OHI Asset (TX) Anderson, LLC
426.	OHI Asset (TX) Bryan, LLC
427.	OHI Asset (TX) Burleson, LLC
428.	OHI Asset (TX) College Station, LLC
429.	OHI Asset (TX) Comfort, LLC
430.	OHI Asset (TX) Diboll, LLC
431.	OHI Asset (TX) Granbury, LLC
432.	OHI Asset (TX) Hondo, LLC
433.	OHI Asset (TX) Italy, LLC
434.	OHI Asset (TX) Schertz, LLC
435.	OHI Asset (TX) Winnsboro, LLC
436.	OHI Asset (TX), LLC
437.	OHI Asset (UT) Ogden, LLC
438.	OHI Asset (UT) Provo, LLC
439.	OHI Asset (UT) Roy, LLC
440.	OHI Asset (VA) Charlottesville - 1165 Pepsi Place, LLC
441.	OHI Asset (VA) Charlottesville, LLC
442.	OHI Asset (VA) Chesapeake, LLC
443.	OHI Asset (VA) Farmville, LLC
444.	OHI Asset (VA) Galax, LLC
445.	OHI Asset (VA) Hillsville, LLC
446.	OHI Asset (VA) Martinsville SNF, LLC
447.	OHI Asset (VA) Madison, LLC
448.	OHI Asset (VA) Mechanicsville, LLC
449.	OHI Asset (VA) Norfolk, LLC
450.	OHI Asset (VA) Portsmouth, LLC
451.	OHI Asset (VA) Richmond - 2420 Pemberton Road, LLC
452.	OHI Asset (VA) Richmond - 9101 Bon Air, LLC

[Schedule I – 10th Supplemental Indenture – 2027 Notes]

453.	OHI Asset (VA) Rocky Mount, LLC
454.	OHI Asset (VA) Suffolk, LLC
455.	OHI Asset (WA) Battle Ground, LLC
456.	OHI Asset (WA) Fort Vancouver, LLC
457.	OHI Asset (WV) Danville, LLC
458.	OHI Asset (WV) Ivydale, LLC
459.	OHI Asset CHG ALF, LLC
460.	OHI Asset CSB LLC
461.	OHI Asset CSE – E, LLC
462.	OHI Asset CSE – U, LLC
463.	OHI Asset CSE–E Subsidiary, LLC
464.	OHI Asset CSE–U Subsidiary, LLC
465.	OHI Asset HUD CFG, LLC
466.	OHI Asset HUD Delta, LLC
467.	OHI Asset HUD H-F, LLC
468.	OHI Asset HUD SF CA, LLC
469.	OHI Asset HUD SF, LLC
470.	OHI Asset HUD WO, LLC
471.	OHI Asset II (CA), LLC
472.	OHI Asset II (FL), LLC
473.	OHI Asset II (PA), LP
474.	OHI Asset III (PA), LP
475.	OHI Asset IV (PA) Silver Lake, LP
476.	OHI Asset Management, LLC
477.	OHI Asset RO PMM Services, LLC
478.	OHI Asset RO, LLC
479.	OHI Asset, LLC
480.	OHI Healthcare Properties Holdco, Inc.
481.	OHI Healthcare Properties Limited Partnership
482.	OHI Mezz Lender, LLC
483.	OHI Tennessee, LLC (f/k/a OHI Tennessee, Inc.)
484.	OHIMA, LLC (f/k/a OHIMA, Inc.)
485.	Ohio Aviv Three, L.L.C.
486.	Ohio Aviv Two, L.L.C.
487.	Ohio Aviv, L.L.C.
488.	Ohio Indiana Property, L.L.C.
489.	Ohio Pennsylvania Property, L.L.C.
490.	Oklahoma Two Property, L.L.C.
491.	Oklahoma Warr Wind, L.L.C.
492.	Omaha Associates, L.L.C.
493.	Omega TRS I, Inc.
494.	Orange ALF Property, L.L.C.
495.	Orange Village Care Center, LLC (f/k/a Orange Village Care Center, Inc.)
496.	Orange, L.L.C.
497.	Oregon Associates, L.L.C.

[Schedule I – 10th Supplemental Indenture – 2027 Notes]

498.	Oso Avenue Property, L.L.C.
499.	Ostrom Avenue Property, L.L.C.
500.	Palm Valley Senior Care, LLC
501.	Panama City Nursing Center LLC
502.	Pavillion North Partners, LLC
503.	Pavillion North, LLP
504.	Pavillion Nursing Center North, LLC
505.	Peabody Associates Two, L.L.C.
506.	Peabody Associates, L.L.C.
507.	Pennington Road Property, L.L.C.
508.	Pensacola Real Estate Holdings I, LLC (f/k/a Pensacola Real Estate Holdings I, Inc.)
509.	Pensacola Real Estate Holdings II, LLC (f/k/a Pensacola Real Estate Holdings II, Inc.)
510.	Pensacola Real Estate Holdings III, LLC (f/k/a Pensacola Real Estate Holdings III, Inc.)
511.	Pensacola Real Estate Holdings IV, LLC (f/k/a Pensacola Real Estate Holdings IV, Inc.)
512.	Pensacola Real Estate Holdings V, LLC (f/k/a Pensacola Real Estate Holdings V, Inc.)
513.	Pocatello Idaho Property, L.L.C.
514.	Pomona Vista L.L.C.
515.	Prescott Arkansas, L.L.C.
516.	PV Realty-Clinton, LLC
517.	PV Realty-Kensington, LLC
518.	PV Realty–Willow Tree, LLC
519.	Raton Property Limited Company
520.	Ravenna Ohio Property, L.L.C.
521.	Red Rocks, L.L.C.
522.	Richland Washington, L.L.C.
523.	Ridgecrest Senior Care, LLC
524.	Riverside Nursing Home Associates Two, L.L.C.
525.	Riverside Nursing Home Associates, L.L.C.
526.	Rockingham Drive Property, L.L.C.
527.	Rose Baldwin Park Property L.L.C.
528.	S.C. Portfolio Property, L.L.C.
529.	Salem Associates, L.L.C.
530.	San Juan NH Property, LLC
531.	Sandalwood Arkansas Property, L.L.C.
532.	Santa Ana-Bartlett, L.L.C.
533.	Santa Fe Missouri Associates, L.L.C.
534.	Savoy/Bonham Venture, L.L.C.
535.	Searcy Aviv, L.L.C.
536.	Sedgwick Properties, L.L.C.
537.	Seguin Texas Property, L.L.C.
538.	Sierra Ponds Property, L.L.C.

[Schedule I – 10th Supplemental Indenture – 2027 Notes]

539.	Skyler Boyington, LLC (f/k/a Skyler Boyington, Inc.)
540.	Skyler Florida, LLC (f/k/a Skyler Florida, Inc.)
541.	Skyler Maitland LLC
542.	Skyler Pensacola, LLC (f/k/a Skyler Pensacola, Inc.)
543.	Skyview Associates, L.L.C.
544.	Southeast Missouri Property, L.L.C.
545.	Southern California Nevada, L.L.C.
546.	St. Joseph Missouri Property, L.L.C.
547.	St. Mary’s Properties, LLC (f/k/a St. Mary’s Properties, Inc.)
548.	Star City Arkansas, L.L.C.
549.	Stephenville Texas Property, L.L.C.
550.	Sterling Acquisition, LLC
551.	Stevens Avenue Property, L.L.C.
552.	Sun-Mesa Properties, L.L.C.
553.	Suwanee, LLC
554.	Texas Fifteen Property, L.L.C.
555.	Texas Four Property, L.L.C.
556.	Texas Lessor – Stonegate GP, LLC
557.	Texas Lessor – Stonegate, Limited, LLC
558.	Texas Lessor – Stonegate, LP
559.	Texhoma Avenue Property, L.L.C.
560.	The Suburban Pavilion, LLC (f/k/a The Suburban Pavilion, Inc.)
561.	Tujunga, L.L.C.
562.	Tulare County Property, L.L.C.
563.	VRB Aviv, L.L.C.
564.	Washington Idaho Property, L.L.C.
565.	Washington Lessor – Silverdale, LLC
566.	Washington-Oregon Associates, L.L.C.
567.	Watauga Associates, L.L.C.
568.	Wellington Leasehold, L.L.C.
569.	West Pearl Street, L.L.C.
570.	West Yarmouth Property I, L.L.C.
571.	Westerville Ohio Office Property, L.L.C.
572.	Wheeler Healthcare Associates, L.L.C.
573.	Whitlock Street Property, L.L.C.
574.	Wilcare, LLC
575.	Willis Texas Aviv, L.L.C.
576.	Yuba Aviv, L.L.C.

[Schedule I – 10th Supplemental Indenture – 2027 Notes]

Schedule II

NEW SUBSIDIARIES

1.	OHI Asset (MO) Jackson, LLC
2.	OHI Asset (CO) Brighton, LLC
3.	OHI Asset (CO) Mesa, LLC
4.	OHI Asset (CO) Denver, LLC
5.	OHI Asset (TX) Longview, LLC
6.	OHI Asset (TX) Athens, LLC
7.	OHI Asset (TX) Winnsboro ALF, LLC
8.	OHI Asset (FL) Middleburg, LLC
9.	OHI Asset (SC) Five Forks, LLC
10.	OHI Asset (VA) Midlothian, LLC

[Schedule II – 10th Supplemental Indenture – 2027 Notes]

EX-4.3

Exhibit 4.3

NINTH SUPPLEMENTAL INDENTURE

(Senior Notes due 2025)

THIS NINTH SUPPLEMENTAL INDENTURE (this “Ninth Supplemental Indenture”) is dated as of August 9, 2016, among OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation (the “Issuer”), each of the SUBSIDIARY GUARANTORS listed on Schedule I hereto (collectively, the “Subsidiary Guarantors”), each of the entities listed on Schedule II hereto (collectively, the “New Subsidiaries”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”).

W I T N E S S E T H :

WHEREAS, the Issuer and the Subsidiary Guarantors have heretofore executed and delivered to the Trustee an Indenture, dated as of September 11, 2014 (as supplemented by that First Supplemental Indenture, dated as of November 25, 2014, that Second Supplemental Indenture, dated as of January 23, 2015, that Third Supplemental Indenture, effective as of March 2, 2015, that Fourth Supplemental Indenture, dated as of April 1, 2015, that Fifth Supplemental Indenture, dated as of August 4, 2015, that Sixth Supplemental Indenture, dated as of November 9, 2015, that Seventh Supplemental Indenture, dated as of March 29, 2016, and that Eighth Supplemental Indenture, dated as of May 13, 2016; the “Indenture”), providing for the issuance of the Issuer’s 4.50% Senior Notes due 2025 (the “Notes”);

WHEREAS, Section 9.01 of the Indenture authorizes the Issuer, the Subsidiary Guarantors and the Trustee, together, to amend or supplement the Indenture, without notice to or consent of any Holder of the Notes, for the purpose of making any change that would not materially adversely affect the rights of any Holder of the Notes;

WHEREAS, pursuant to Section 4.09 of the Indenture, the New Subsidiaries are required to become Subsidiary Guarantors;

WHEREAS, in Section 1.01 of the Indenture, the term “Subsidiary Guarantors” is defined to include all Persons that become a Subsidiary Guarantor by the terms of the Indenture after the Closing Date; and

WHEREAS, Section 10.01 of the Indenture provides that each Subsidiary Guarantor shall be a guarantor of the Issuer’s obligations under the Notes, subject to the terms and conditions described in the Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the Subsidiary Guarantors, the New Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

[9th Supplemental Indenture – 2025 Notes]

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. AMENDMENT TO GUARANTEE. The New Subsidiaries hereby agree, jointly and severally with all other Subsidiary Guarantors, to guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in the Indenture, and to be bound by, and to receive the benefit of, all other applicable provisions of the Indenture as Subsidiary Guarantors. Such guarantee shall be evidenced by the New Subsidiaries’ execution of Subsidiary Guarantees, the form of which is attached as Exhibit E to the Indenture, and shall be effective as of the effective date hereof.

3. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder, member, manager or controlling person of the New Subsidiaries, as such, shall have any liability for any obligations of the Issuer or any Subsidiary Guarantor under the Notes, any Guarantees, the Indenture or this Ninth Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes, by accepting and holding a Note, waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.

4. NEW YORK LAW TO GOVERN. The laws of the State of New York shall govern and be used to construe this Ninth Supplemental Indenture.

5. COUNTERPARTS. The parties may sign any number of copies of this Ninth Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement.

6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Ninth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer, the Subsidiary Guarantors and the New Subsidiaries.

[Remainder of Page Intentionally Left Blank]

[9th Supplemental Indenture – 2025 Notes]

2

IN WITNESS WHEREOF, the parties hereto have caused this Ninth Supplemental Indenture to be duly executed, all as of the date first above written.

ISSUER:
OMEGA HEALTHCARE INVESTORS, INC.,
a Maryland corporation
By:	/s/ Daniel J. Booth
	Daniel J. Booth
	Chief Operating Officer and Secretary
SUBSIDIARY GUARANTORS:
OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP
By:	Omega Healthcare Investors, Inc. as General Partner
	By:	/s/ Daniel J. Booth
		Daniel J. Booth
		Chief Operating Officer and Secretary
ON BEHALF OF EACH OF THE OTHER SUBSIDIARY GUARANTORS LISTED ON SCHEDULE I
By:	/s/ Daniel J. Booth
	Daniel J. Booth
	Chief Operating Officer and Secretary

[Signatures continued on the following page]

[Signature Page – 9th Supplemental Indenture – 2025 Notes]

NEW SUBSIDIARIES:
ON BEHALF OF EACH OF THE NEW SUBSIDIARIES LISTED ON SCHEDULE II
By:	/s/ Daniel J. Booth
	Daniel J. Booth
	Chief Operating Officer and Secretary

[Signatures continued on the following page]

[Signature Page – 9th Supplemental Indenture – 2025 Notes]

U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:	/s/ David Ferrell
	Name:	David Ferrell
	Title:	Vice President

[Signature Page – 9th Supplemental Indenture – 2025 Notes]

Schedule I

SUBSIDIARY GUARANTORS

1.	11900 East Artesia Boulevard, LLC
2.	1200 Ely Street Holdings Co. LLC
3.	13922 Cerise Avenue, LLC
4.	1628 B Street, LLC
5.	2400 Parkside Drive, LLC
6.	2425 Teller Avenue, LLC
7.	245 East Wilshire Avenue, LLC
8.	3232 Artesia Real Estate, LLC
9.	3806 Clayton Road, LLC
10.	42235 County Road Holdings Co. LLC
11.	446 Sycamore Road, L.L.C.
12.	48 High Point Road, LLC
13.	523 Hayes Lane, LLC
14.	637 East Romie Lane, LLC
15.	Alamogordo Aviv, L.L.C.
16.	Albany Street Property, L.L.C.
17.	Arizona Lessor - Infinia, LLC
18.	Arkansas Aviv, L.L.C.
19.	Arma Yates, L.L.C.
20.	Avery Street Property, L.L.C
21.	Aviv Asset Management, L.L.C.
22.	Aviv Financing I, L.L.C.
23.	Aviv Financing II, L.L.C.
24.	Aviv Financing III, L.L.C.
25.	Aviv Financing IV, L.L.C.
26.	Aviv Financing V, L.L.C.
27.	Aviv Foothills, L.L.C.
28.	Aviv Healthcare Capital Corporation
29.	Aviv Healthcare Properties Operating Partnership I, L.P.
30.	Aviv Liberty, L.L.C.
31.	Avon Ohio, L.L.C.
32.	Bala Cynwyd Real Estate, LP
33.	Bayside Colorado Healthcare Associates, LLC
34.	Bayside Street II, LLC
35.	Bayside Street, LLC (f/k/a Bayside Street, Inc.)
36.	Belleville Illinois, L.L.C.
37.	Bellingham II Associates, L.L.C.
38.	Bethel ALF Property, L.L.C.
39.	BHG Aviv, L.L.C.
40.	Biglerville Road, L.L.C.
41.	Bonham Texas, L.L.C.
42.	Bradenton ALF Property, L.L.C.

[Schedule I – 9th Supplemental Indenture – 2025 Notes]

43.	Burton NH Property, L.L.C.
44.	California Aviv Two, L.L.C.
45.	California Aviv, L.L.C.
46.	Camas Associates, L.L.C.
47.	Canton Health Care Land, LLC (f/k/a Canton Health Care Land, Inc.)
48.	Carnegie Gardens LLC
49.	Casa/Sierra California Associates, L.L.C.
50.	CFG 2115 Woodstock Place LLC
51.	Champaign Williamson Franklin, L.L.C.
52.	Chardon Ohio Property Holdings, L.L.C.
53.	Chardon Ohio Property, L.L.C.
54.	Chatham Aviv, L.L.C.
55.	Chippewa Valley, L.L.C.
56.	CHR Bartow LLC
57.	CHR Boca Raton  LLC
58.	CHR Bradenton LLC
59.	CHR Cape Coral LLC
60.	CHR Fort Myers LLC
61.	CHR Fort Walton Beach LLC
62.	CHR Lake Wales LLC
63.	CHR Lakeland LLC
64.	CHR Pompano Beach Broward LLC
65.	CHR Pompano Beach LLC
66.	CHR Sanford LLC
67.	CHR Spring Hill LLC
68.	CHR St. Pete Bay LLC
69.	CHR St. Pete Egret LLC
70.	CHR Tampa Carrollwood LLC
71.	CHR Tampa LLC
72.	CHR Tarpon Springs LLC
73.	CHR Titusville LLC
74.	Clarkston Care, L.L.C.
75.	Clayton Associates, L.L.C.
76.	Colonial Gardens, LLC
77.	Colonial Madison Associates, L.L.C.
78.	Colorado Lessor - Conifer, LLC
79.	Columbus Texas Aviv, L.L.C.
80.	Columbus Western Avenue, L.L.C.
81.	Colville Washington Property, L.L.C.
82.	Commerce Nursing Homes, L.L.C.
83.	Commerce Sterling Hart Drive, L.L.C.
84.	Conroe Rigby Owen Road, L.L.C.
85.	CR Aviv, L.L.C.
86.	Crete Plus Five Property, L.L.C.
87.	Crooked River Road, L.L.C.
88.	CSE Albany LLC

[Schedule I – 9th Supplemental Indenture – 2025 Notes]

89.	CSE Amarillo LLC
90.	CSE Arden L.P.
91.	CSE Augusta LLC
92.	CSE Bedford LLC
93.	CSE Blountville LLC
94.	CSE Bolivar LLC
95.	CSE Cambridge LLC
96.	CSE Cambridge Realty LLC
97.	CSE Camden LLC
98.	CSE Canton LLC
99.	CSE Casablanca Holdings II LLC
100.	CSE Casablanca Holdings LLC
101.	CSE Cedar Rapids LLC
102.	CSE Centennial Village, LP
103.	CSE Chelmsford LLC
104.	CSE Chesterton LLC
105.	CSE Claremont LLC
106.	CSE Corpus North LLC
107.	CSE Denver Iliff LLC
108.	CSE Denver LLC
109.	CSE Douglas LLC
110.	CSE Elkton LLC
111.	CSE Elkton Realty LLC
112.	CSE Fairhaven LLC
113.	CSE Fort Wayne LLC
114.	CSE Frankston LLC
115.	CSE Georgetown LLC
116.	CSE Green Bay LLC
117.	CSE Hilliard LLC
118.	CSE Huntingdon LLC
119.	CSE Huntsville LLC
120.	CSE Indianapolis-Continental LLC
121.	CSE Indianapolis-Greenbriar LLC
122.	CSE Jacinto City LLC
123.	CSE Jefferson City LLC
124.	CSE Jeffersonville-Hillcrest Center LLC
125.	CSE Jeffersonville-Jennings House LLC
126.	CSE Kerrville LLC
127.	CSE King L.P.
128.	CSE Kingsport LLC
129.	CSE Knightdale L.P.
130.	CSE Lake City LLC
131.	CSE Lake Worth LLC
132.	CSE Lakewood LLC
133.	CSE Las Vegas LLC
134.	CSE Lawrenceburg LLC

[Schedule I – 9th Supplemental Indenture – 2025 Notes]

135.	CSE Lenoir L.P.
136.	CSE Lexington Park LLC
137.	CSE Lexington Park Realty LLC
138.	CSE Ligonier LLC
139.	CSE Live Oak LLC
140.	CSE Lowell LLC
141.	CSE Marianna Holdings LLC
142.	CSE Memphis LLC
143.	CSE Mobile LLC
144.	CSE Moore LLC
145.	CSE North Carolina Holdings I LLC
146.	CSE North Carolina Holdings II LLC
147.	CSE Omro LLC
148.	CSE Orange Park LLC
149.	CSE Orlando-Pinar Terrace Manor LLC
150.	CSE Orlando-Terra Vista Rehab LLC
151.	CSE Pennsylvania Holdings, LP
152.	CSE Piggott LLC
153.	CSE Pilot Point LLC
154.	CSE Pine View LLC
155.	CSE Ponca City LLC
156.	CSE Port St. Lucie LLC
157.	CSE Richmond LLC
158.	CSE Ripley LLC
159.	CSE Ripon LLC
160.	CSE Safford LLC
161.	CSE Salina LLC
162.	CSE Seminole LLC
163.	CSE Shawnee LLC
164.	CSE Spring Branch LLC
165.	CSE Stillwater LLC
166.	CSE Taylorsville LLC
167.	CSE Texarkana LLC
168.	CSE Texas City LLC
169.	CSE The Village LLC
170.	CSE Upland LLC
171.	CSE Walnut Cove L.P.
172.	CSE West Point LLC
173.	CSE Whitehouse LLC
174.	CSE Williamsport LLC
175.	CSE Winter Haven LLC
176.	CSE Woodfin L.P.
177.	CSE Yorktown LLC
178.	Cuyahoga Falls Property, L.L.C.
179.	Dallas Two Property, L.L.C.
180.	Danbury ALF Property, L.L.C.

[Schedule I – 9th Supplemental Indenture – 2025 Notes]

181.	Darien ALF Property, L.L.C.
182.	Delta Investors I, LLC
183.	Delta Investors II, LLC
184.	Denison Texas, L.L.C.
185.	Desert Lane LLC
186.	Dixie White House Nursing Home, LLC (f/k/a Dixie White House Nursing Home, Inc.)
187.	Dixon Health Care Center, LLC (f/k/a Dixon Health Care Center, Inc.)
188.	East Rollins Street, L.L.C.
189.	Edgewood Drive Property, L.L.C.
190.	Effingham Associates, L.L.C.
191.	Elite Mattoon, L.L.C.
192.	Elite Yorkville, L.L.C.
193.	Encanto Senior Care, LLC
194.	Falcon Four Property Holding, L.L.C.
195.	Falcon Four Property, L.L.C.
196.	Falfurrias Texas, L.L.C.
197.	Florida ALF Properties, L.L.C.
198.	Florida Four Properties, L.L.C.
199.	Florida Lessor – Meadowview, LLC
200.	Florida Real Estate Company, LLC
201.	Fort Stockton Property, L.L.C.
202.	Four Fountains Aviv, L.L.C.
203.	Fredericksburg South Adams Street, L.L.C.
204.	Freewater Oregon, L.L.C.
205.	Fullerton California, L.L.C.
206.	G&L Gardens, LLC
207.	Gardnerville Property, L.L.C.
208.	Georgia Lessor - Bonterra/Parkview, LLC
209.	Germantown Property, L.L.C.
210.	Giltex Care, L.L.C.
211.	Glendale NH Property, L.L.C.
212.	Golden Hill Real Estate Company, LLC
213.	Gonzales Texas Property, L.L.C.
214.	Great Bend Property, L.L.C.
215.	Greenbough, LLC
216.	Greenville Kentucky Property, L.L.C.
217.	Heritage Monterey Associates, L.L.C.
218.	HHM Aviv, L.L.C.
219.	Hidden Acres Property, L.L.C.
220.	Highland Leasehold, L.L.C.
221.	Hobbs Associates, L.L.C.
222.	Hot Springs Atrium Owner, LLC
223.	Hot Springs Aviv, L.L.C.
224.	Hot Springs Cottages Owner, LLC
225.	Hot Springs Marina Owner, LLC

[Schedule I – 9th Supplemental Indenture – 2025 Notes]

226.	Houston Texas Aviv, L.L.C.
227.	Hutchinson Kansas, L.L.C.
228.	Hutton I Land, LLC (f/k/a Hutton I Land, Inc.)
229.	Hutton II Land, LLC (f/k/a Hutton II Land, Inc.)
230.	Hutton III Land, LLC (f/k/a Hutton III Land, Inc.)
231.	Idaho Associates, L.L.C.
232.	Illinois Missouri Properties, L.L.C.
233.	Indiana Lessor – Wellington Manor, LLC
234.	Iowa Lincoln County Property, L.L.C.
235.	Jasper Springhill Street, L.L.C.
236.	Kansas Five Property, L.L.C.
237.	Karan Associates Two, L.L.C.
238.	Karan Associates, L.L.C.
239.	Karissa Court Property, L.L.C.
240.	KB Northwest Associates, L.L.C.
241.	Kentucky NH Properties, L.L.C.
242.	Kingsville Texas, L.L.C.
243.	LAD I Real Estate Company, LLC
244.	Leatherman 90-1, LLC (f/k/a Leatherman 90-1, Inc.)
245.	Leatherman Partnership 89-1, LLC (f/k/a Leatherman Partnership 89-1, Inc.)
246.	Leatherman Partnership 89-2, LLC (f/k/a Leatherman Partnership 89-2, Inc.)
247.	Louisville Dutchmans Property, L.L.C.
248.	Magnolia Drive Property, L.L.C.
249.	Manor Associates, L.L.C.
250.	Mansfield Aviv, L.L.C.
251.	Massachusetts Nursing Homes, L.L.C.
252.	McCarthy Street Property, L.L.C.
253.	Meridian Arms Land, LLC (f/k/a Meridian Arms Land, Inc.)
254.	Minnesota Associates, L.L.C.
255.	Mishawaka Property, L.L.C.
256.	Missouri Associates, L.L.C.
257.	Missouri Regency Associates, L.L.C.
258.	Montana Associates, L.L.C.
259.	Monterey Park Leasehold Mortgage, L.L.C.
260.	Mount Washington Property, L.L.C.
261.	Mt. Vernon Texas, L.L.C.
262.	Murray County, L.L.C.
263.	Muscatine Toledo Properties, L.L.C.
264.	N.M. Bloomfield Three Plus One Limited Company
265.	N.M. Espanola Three Plus One Limited Company
266.	N.M. Lordsburg Three Plus One Limited Company
267.	N.M. Silver City Three Plus One Limited Company
268.	New Hope Property, L.L.C.
269.	Newtown ALF Property, L.L.C.

[Schedule I – 9th Supplemental Indenture – 2025 Notes]

270.	Nicholasville Kentucky Property, L.L.C.
271.	North Las Vegas LLC
272.	North Royalton Ohio Property, L.L.C.
273.	Norwalk ALF Property, L.L.C.
274.	NRS Ventures, L.L.C.
275.	Oakland Nursing Homes, L.L.C.
276.	Ocean Springs Nursing Home, LLC (f/k/a Ocean Springs Nursing Home, Inc.)
277.	October Associates, L.L.C.
278.	Ogden Associates, L.L.C.
279.	OHI (Connecticut), LLC
280.	OHI (Illinois), LLC(f/k/a OHI (Illinois), Inc.)
281.	OHI (Indiana), LLC
282.	OHI (Iowa), LLC(f/k/a OHI (Iowa), Inc.)
283.	OHI Asset (AR) Ash Flat, LLC
284.	OHI Asset (AR) Camden, LLC
285.	OHI Asset (AR) Conway, LLC
286.	OHI Asset (AR) Des Arc, LLC
287.	OHI Asset (AR) Hot Springs, LLC
288.	OHI Asset (AR) Malvern, LLC
289.	OHI Asset (AR) Mena, LLC
290.	OHI Asset (AR) Pocahontas, LLC
291.	OHI Asset (AR) Sheridan, LLC
292.	OHI Asset (AR) Walnut Ridge, LLC
293.	OHI Asset (AZ) Austin House, LLC
294.	OHI Asset (CA), LLC
295.	OHI Asset (CO), LLC
296.	OHI Asset (CT) Lender, LLC
297.	OHI Asset (FL) Eustis, LLC
298.	OHI Asset (FL) Lake Placid, LLC
299.	OHI Asset (FL) Lender, LLC
300.	OHI Asset (FL) Lutz, LLC
301.	OHI Asset (FL), LLC
302.	OHI Asset (FL) Pensacola - Hillview, LLC
303.	OHI Asset (FL) Pensacola, LLC
304.	OHI Asset (GA) Dunwoody, LLC
305.	OHI Asset (GA) Macon, LLC
306.	OHI Asset (GA) Moultrie, LLC
307.	OHI Asset (GA) Nashville, LLC
308.	OHI Asset (GA) Roswell, LLC
309.	OHI Asset (GA) Snellville, LLC
310.	OHI Asset (GA) Valdosta, LLC
311.	OHI Asset (ID) Holly, LLC
312.	OHI Asset (ID) Midland, LLC
313.	OHI Asset (ID), LLC
314.	OHI Asset (IL), LLC

[Schedule I – 9th Supplemental Indenture – 2025 Notes]

315.	OHI Asset (IN) American Village, LLC
316.	OHI Asset (IN) Anderson, LLC
317.	OHI Asset (IN) Beech Grove, LLC
318.	OHI Asset (IN) Clarksville, LLC
319.	OHI Asset (IN) Clinton, LLC
320.	OHI Asset (IN) Connersville, LLC
321.	OHI Asset (IN) Crown Point, LLC
322.	OHI Asset (IN) Eagle Valley, LLC
323.	OHI Asset (IN) Elkhart, LLC
324.	OHI Asset (IN) Forest Creek, LLC
325.	OHI Asset (IN) Fort Wayne, LLC
326.	OHI Asset (IN) Franklin, LLC
327.	OHI Asset (IN) Greensburg, LLC
328.	OHI Asset (IN) Indianapolis, LLC
329.	OHI Asset (IN) Jasper, LLC
330.	OHI Asset (IN) Kokomo, LLC
331.	OHI Asset (IN) Lafayette, LLC
332.	OHI Asset (IN) Madison, LLC
333.	OHI Asset (IN) Monticello, LLC
334.	OHI Asset (IN) Noblesville, LLC
335.	OHI Asset (IN) Rosewalk, LLC
336.	OHI Asset (IN) Salem, LLC
337.	OHI Asset (IN) Seymour, LLC
338.	OHI Asset (IN) Spring Mill, LLC
339.	OHI Asset (IN) Terre Haute, LLC
340.	OHI Asset (IN) Wabash, LLC
341.	OHI Asset (IN) Westfield, LLC
342.	OHI Asset (IN) Zionsville, LLC
343.	OHI Asset (LA) Baton Rouge, LLC
344.	OHI Asset (LA), LLC
345.	OHI Asset (MD), LLC
346.	OHI Asset (MD) Baltimore - Pall Mall, LLC
347.	OHI Asset (MD) Baltimore - West Belvedere, LLC
348.	OHI Asset (MD) Salisbury, LLC
349.	OHI Asset (MI) Heather Hills, LLC
350.	OHI Asset (MI), LLC
351.	OHI Asset (MI) Carson City, LLC
352.	OHI Asset (MO), LLC
353.	OHI Asset (MS) Byhalia, LLC
354.	OHI Asset (MS) Cleveland, LLC
355.	OHI Asset (MS) Clinton, LLC
356.	OHI Asset (MS) Columbia, LLC
357.	OHI Asset (MS) Corinth, LLC
358.	OHI Asset (MS) Greenwood, LLC
359.	OHI Asset (MS) Grenada, LLC
360.	OHI Asset (MS) Holly Springs, LLC

[Schedule I – 9th Supplemental Indenture – 2025 Notes]

361.	OHI Asset (MS) Indianola, LLC
362.	OHI Asset (MS) Natchez, LLC
363.	OHI Asset (MS) Picayune, LLC
364.	OHI Asset (MS) Vicksburg, LLC
365.	OHI Asset (MS) Yazoo City, LLC
366.	OHI Asset (NC) Biscoe, LLC
367.	OHI Asset (NC) Cornelius, LLC
368.	OHI Asset (NC) Drexel, LLC
369.	OHI Asset (NC) Fayetteville, LLC
370.	OHI Asset (NC) Hallsboro, LLC
371.	OHI Asset (NC) Marion, LLC
372.	OHI Asset (NC) Marshville, LLC
373.	OHI Asset (NC) Mocksville – 1007 Howard Street, LLC
374.	OHI Asset (NC) Mocksville – 1304 Madison Road, LLC
375.	OHI Asset (NC) Nashville, LLC
376.	OHI Asset (NC) Raeford, LLC
377.	OHI Asset (NC) Rocky Mount – 1558 S. Winstead, LLC
378.	OHI Asset (NC) Rocky Mount – 415 N. Winstead, LLC
379.	OHI Asset (NC) Salisbury, LLC
380.	OHI Asset (NC) Saluda, LLC
381.	OHI Asset (NC) Shallotte, LLC
382.	OHI Asset (NC) Wadesboro, LLC
383.	OHI Asset (NC) Waynesville, LLC
384.	OHI Asset (NC) Wilmington, LLC
385.	OHI Asset (NC) Winston Salem, LLC
386.	OHI Asset (NY) 2nd Avenue, LLC
387.	OHI Asset (NY) 93rd Street, LLC
388.	OHI Asset (OH) Huber Heights, LLC
389.	OHI Asset (OH) Lender, LLC
390.	OHI Asset (OH), LLC
391.	OHI Asset (OH) New London, LLC
392.	OHI Asset (OR) Portland, LLC
393.	OHI Asset (OH) Steubenville, LLC
394.	OHI Asset (OH) Toledo, LLC
395.	OHI Asset (OR) Troutdale, LLC
396.	OHI Asset (OH) West Carrollton, LLC
397.	OHI Asset (PA) GP, LLC
398.	OHI Asset (PA) West Mifflin, LP
399.	OHI Asset (PA), LLC
400.	OHI Asset (PA), LP
401.	OHI Asset (SC) Aiken, LLC
402.	OHI Asset (SC) Anderson, LLC
403.	OHI Asset (SC) Easley Anne, LLC
404.	OHI Asset (SC) Easley Crestview, LLC
405.	OHI Asset (SC) Edgefield, LLC
406.	OHI Asset (SC) Greenville Griffith, LLC

[Schedule I – 9th Supplemental Indenture – 2025 Notes]

407.	OHI Asset (SC) Greenville Laurens, LLC
408.	OHI Asset (SC) Greenville North, LLC
409.	OHI Asset (SC) Greenville, LLC
410.	OHI Asset (SC) Greer, LLC
411.	OHI Asset (SC) Marietta, LLC
412.	OHI Asset (SC) McCormick, LLC
413.	OHI Asset (SC) Orangeburg, LLC
414.	OHI Asset (SC) Pickens East Cedar, LLC
415.	OHI Asset (SC) Pickens Rosemond, LLC
416.	OHI Asset (SC) Piedmont, LLC
417.	OHI Asset (SC) Simpsonville SE Main, LLC
418.	OHI Asset (SC) Simpsonville West Broad, LLC
419.	OHI Asset (SC) Simpsonville West Curtis, LLC
420.	OHI Asset (TN) Bartlett, LLC
421.	OHI Asset (TN) Collierville, LLC
422.	OHI Asset (TN) Jefferson City, LLC
423.	OHI Asset (TN) Memphis, LLC
424.	OHI Asset (TN) Rogersville, LLC
425.	OHI Asset (TX) Anderson, LLC
426.	OHI Asset (TX) Bryan, LLC
427.	OHI Asset (TX) Burleson, LLC
428.	OHI Asset (TX) College Station, LLC
429.	OHI Asset (TX) Comfort, LLC
430.	OHI Asset (TX) Diboll, LLC
431.	OHI Asset (TX) Granbury, LLC
432.	OHI Asset (TX) Hondo, LLC
433.	OHI Asset (TX) Italy, LLC
434.	OHI Asset (TX) Schertz, LLC
435.	OHI Asset (TX) Winnsboro, LLC
436.	OHI Asset (TX), LLC
437.	OHI Asset (UT) Ogden, LLC
438.	OHI Asset (UT) Provo, LLC
439.	OHI Asset (UT) Roy, LLC
440.	OHI Asset (VA) Charlottesville - 1165 Pepsi Place, LLC
441.	OHI Asset (VA) Charlottesville, LLC
442.	OHI Asset (VA) Chesapeake, LLC
443.	OHI Asset (VA) Farmville, LLC
444.	OHI Asset (VA) Galax, LLC
445.	OHI Asset (VA) Hillsville, LLC
446.	OHI Asset (VA) Madison, LLC
447.	OHI Asset (VA) Martinsville SNF, LLC
448.	OHI Asset (VA) Mechanicsville, LLC
449.	OHI Asset (VA) Norfolk, LLC
450.	OHI Asset (VA) Portsmouth, LLC
451.	OHI Asset (VA) Richmond - 2420 Pemberton Road, LLC
452.	OHI Asset (VA) Richmond - 9101 Bon Air, LLC

[Schedule I – 9th Supplemental Indenture – 2025 Notes]

453.	OHI Asset (VA) Rocky Mount, LLC
454.	OHI Asset (VA) Suffolk, LLC
455.	OHI Asset (WA) Battle Ground, LLC
456.	OHI Asset (WA) Fort Vancouver, LLC
457.	OHI Asset (WV) Danville, LLC
458.	OHI Asset (WV) Ivydale, LLC
459.	OHI Asset CHG ALF, LLC
460.	OHI Asset CSB LLC
461.	OHI Asset CSE – E, LLC
462.	OHI Asset CSE – U, LLC
463.	OHI Asset CSE–E Subsidiary, LLC
464.	OHI Asset CSE–U Subsidiary, LLC
465.	OHI Asset HUD CFG, LLC
466.	OHI Asset HUD Delta, LLC
467.	OHI Asset HUD H-F, LLC
468.	OHI Asset HUD SF CA, LLC
469.	OHI Asset HUD SF, LLC
470.	OHI Asset HUD WO, LLC
471.	OHI Asset II (CA), LLC
472.	OHI Asset II (FL), LLC
473.	OHI Asset II (PA), LP
474.	OHI Asset III (PA), LP
475.	OHI Asset IV (PA) Silver Lake, LP
476.	OHI Asset Management, LLC
477.	OHI Asset RO PMM Services, LLC
478.	OHI Asset RO, LLC
479.	OHI Asset, LLC
480.	OHI Healthcare Properties Holdco, Inc.
481.	OHI Healthcare Properties Limited Partnership
482.	OHI Mezz Lender, LLC
483.	OHI Tennessee, LLC (f/k/a OHI Tennessee, Inc.)
484.	OHIMA, LLC (f/k/a OHIMA, Inc.)
485.	Ohio Aviv Three, L.L.C.
486.	Ohio Aviv Two, L.L.C.
487.	Ohio Aviv, L.L.C.
488.	Ohio Indiana Property, L.L.C.
489.	Ohio Pennsylvania Property, L.L.C.
490.	Oklahoma Two Property, L.L.C.
491.	Oklahoma Warr Wind, L.L.C.
492.	Omaha Associates, L.L.C.
493.	Omega TRS I, Inc.
494.	Orange ALF Property, L.L.C.
495.	Orange Village Care Center, LLC (f/k/a Orange Village Care Center, Inc.)
496.	Orange, L.L.C.
497.	Oregon Associates, L.L.C.

[Schedule I – 9th Supplemental Indenture – 2025 Notes]

498.	Oso Avenue Property, L.L.C.
499.	Ostrom Avenue Property, L.L.C.
500.	Palm Valley Senior Care, LLC
501.	Panama City Nursing Center LLC
502.	Pavillion North Partners, LLC
503.	Pavillion North, LLP
504.	Pavillion Nursing Center North, LLC
505.	Peabody Associates Two, L.L.C.
506.	Peabody Associates, L.L.C.
507.	Pennington Road Property, L.L.C.
508.	Pensacola Real Estate Holdings I, LLC (f/k/a Pensacola Real Estate Holdings I, Inc.)
509.	Pensacola Real Estate Holdings II, LLC (f/k/a Pensacola Real Estate Holdings II, Inc.)
510.	Pensacola Real Estate Holdings III, LLC (f/k/a Pensacola Real Estate Holdings III, Inc.)
511.	Pensacola Real Estate Holdings IV, LLC (f/k/a Pensacola Real Estate Holdings IV, Inc.)
512.	Pensacola Real Estate Holdings V, LLC (f/k/a Pensacola Real Estate Holdings V, Inc.)
513.	Pocatello Idaho Property, L.L.C.
514.	Pomona Vista L.L.C.
515.	Prescott Arkansas, L.L.C.
516.	PV Realty-Clinton, LLC
517.	PV Realty-Kensington, LLC
518.	PV Realty–Willow Tree, LLC
519.	Raton Property Limited Company
520.	Ravenna Ohio Property, L.L.C.
521.	Red Rocks, L.L.C.
522.	Richland Washington, L.L.C.
523.	Ridgecrest Senior Care, LLC
524.	Riverside Nursing Home Associates Two, L.L.C.
525.	Riverside Nursing Home Associates, L.L.C.
526.	Rockingham Drive Property, L.L.C.
527.	Rose Baldwin Park Property L.L.C.
528.	S.C. Portfolio Property, L.L.C.
529.	Salem Associates, L.L.C.
530.	San Juan NH Property, LLC
531.	Sandalwood Arkansas Property, L.L.C.
532.	Santa Ana-Bartlett, L.L.C.
533.	Santa Fe Missouri Associates, L.L.C.
534.	Savoy/Bonham Venture, L.L.C.
535.	Searcy Aviv, L.L.C.
536.	Sedgwick Properties, L.L.C.
537.	Seguin Texas Property, L.L.C.
538.	Sierra Ponds Property, L.L.C.

[Schedule I – 9th Supplemental Indenture – 2025 Notes]

539.	Skyler Boyington, LLC (f/k/a Skyler Boyington, Inc.)
540.	Skyler Florida, LLC (f/k/a Skyler Florida, Inc.)
541.	Skyler Maitland LLC
542.	Skyler Pensacola, LLC (f/k/a Skyler Pensacola, Inc.)
543.	Skyview Associates, L.L.C.
544.	Southeast Missouri Property, L.L.C.
545.	Southern California Nevada, L.L.C.
546.	St. Joseph Missouri Property, L.L.C.
547.	St. Mary’s Properties, LLC (f/k/a St. Mary’s Properties, Inc.)
548.	Star City Arkansas, L.L.C.
549.	Stephenville Texas Property, L.L.C.
550.	Sterling Acquisition, LLC
551.	Stevens Avenue Property, L.L.C.
552.	Sun-Mesa Properties, L.L.C.
553.	Suwanee, LLC
554.	Texas Fifteen Property, L.L.C.
555.	Texas Four Property, L.L.C.
556.	Texas Lessor – Stonegate GP, LLC
557.	Texas Lessor – Stonegate, Limited, LLC
558.	Texas Lessor – Stonegate, LP
559.	Texhoma Avenue Property, L.L.C.
560.	The Suburban Pavilion, LLC (f/k/a The Suburban Pavilion, Inc.)
561.	Tujunga, L.L.C.
562.	Tulare County Property, L.L.C.
563.	VRB Aviv, L.L.C.
564.	Washington Idaho Property, L.L.C.
565.	Washington Lessor – Silverdale, LLC
566.	Washington-Oregon Associates, L.L.C.
567.	Watauga Associates, L.L.C.
568.	Wellington Leasehold, L.L.C.
569.	West Pearl Street, L.L.C.
570.	West Yarmouth Property I, L.L.C.
571.	Westerville Ohio Office Property, L.L.C.
572.	Wheeler Healthcare Associates, L.L.C.
573.	Whitlock Street Property, L.L.C.
574.	Wilcare, LLC
575.	Willis Texas Aviv, L.L.C.
576.	Yuba Aviv, L.L.C.

[Schedule I – 9th Supplemental Indenture – 2025 Notes]

Schedule II

NEW SUBSIDIARIES

1.	OHI Asset (MO) Jackson, LLC
2.	OHI Asset (CO) Brighton, LLC
3.	OHI Asset (CO) Mesa, LLC
4.	OHI Asset (CO) Denver, LLC
5.	OHI Asset (TX) Longview, LLC
6.	OHI Asset (TX) Athens, LLC
7.	OHI Asset (TX) Winnsboro ALF, LLC
8.	OHI Asset (FL) Middleburg, LLC
9.	OHI Asset (SC) Five Forks, LLC
10.	OHI Asset (VA) Midlothian, LLC

[Schedule II – 9th Supplemental Indenture – 2025 Notes]

EX-4.4

Exhibit 4.4

SIXTH SUPPLEMENTAL INDENTURE

(Senior Notes due 2027)

THIS SIXTH SUPPLEMENTAL INDENTURE (this “Sixth Supplemental Indenture”) is dated as of August 9, 2016, among OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation (the “Issuer”), each of the entities listed on Schedule II hereto (the “New Subsidiaries”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”).

W I T N E S S E T H :

WHEREAS, the Issuer and each of its direct and indirect subsidiaries listed on Schedule I hereto (collectively, the “Subsidiary Guarantors”) have heretofore executed and delivered to the Trustee an Indenture, dated as of March 18, 2015 (as supplemented by that First Supplemental Indenture, dated as of April 1, 2015, that Second Supplemental Indenture, dated as of August 4, 2015, that Third Supplemental Indenture, dated as of November 9, 2015, that Fourth Supplemental Indenture, dated as of March 29, 2016, and that Fifth Supplemental Indenture, dated as of May 13, 2016; the “Indenture”) providing for the issuance of the Issuer’s 4.500% Senior Notes due 2027 (the “Notes”);

WHEREAS, Section 9.01(a)(4) of the Indenture authorizes the Issuer and the Trustee, together, to amend or supplement the Indenture, without notice to or consent of any Holder of the Notes and without the execution of such amendment or supplement by existing Subsidiary Guarantors, for the purpose of adding any additional Subsidiary Guarantee by any additional Guarantor;

WHEREAS, pursuant to Section 4.09 of the Indenture, the New Subsidiaries are required to become Subsidiary Guarantors;

WHEREAS, in Section 1.01 of the Indenture, the term “Subsidiary Guarantors” is defined to include all Persons that become a Subsidiary Guarantor by the terms of the Indenture after the Closing Date; and

WHEREAS, Section 10.01 of the Indenture provides that each Subsidiary Guarantor shall be a guarantor of the Issuer’s obligations under the Notes, subject to the terms and conditions described in the Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the New Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

[6th Supplemental Indenture – 2027 Notes]

2. AMENDMENT TO GUARANTEE. The New Subsidiaries hereby agree, jointly and severally with all other Subsidiary Guarantors, to guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in the Indenture, and to be bound by, and to receive the benefit of, all other applicable provisions of the Indenture as Subsidiary Guarantors. Such guarantee shall be evidenced by the New Subsidiaries’ execution of Subsidiary Guarantees, the form of which is attached as Exhibit E to the Indenture, and shall be effective as of the date hereof.

3. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder, member, manager or controlling person of the New Subsidiaries, as such, shall have any liability for any obligations of the Issuer or any Subsidiary Guarantor under the Notes, any Guarantees, the Indenture or this Sixth Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes, by accepting and holding a Note, waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.

4. NEW YORK LAW TO GOVERN. The laws of the State of New York shall govern and be used to construe this Sixth Supplemental Indenture.

5. COUNTERPARTS. The parties may sign any number of copies of this Sixth Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement.

6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Sixth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer and the New Subsidiaries.

[Remainder of Page Intentionally Left Blank]

[6th Supplemental Indenture – 2027 Notes]

2

IN WITNESS WHEREOF, the parties hereto have caused this Sixth Supplemental Indenture to be duly executed, all as of the date first above written.

ISSUER:
OMEGA HEALTHCARE INVESTORS, INC.,
a Maryland corporation
By:	/s/ Daniel J. Booth
	Daniel J. Booth
	Chief Operating Officer and Secretary
NEW SUBSIDIARIES:
ON BEHALF OF EACH OF THE NEW SUBSIDIARIES LISTED ON SCHEDULE II
By:	/s/ Daniel J. Booth
	Daniel J. Booth
	Chief Operating Officer and Secretary

[Signatures continued on the following page]

[Signature Page – 6th Supplemental Indenture – 2027 Notes]

U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:	/s/ David Ferrell
	Name:	David Ferrell
	Title:	Vice President

[Signature Page – 6th Supplemental Indenture – 2027 Notes]

Schedule I

SUBSIDIARY GUARANTORS

1.	11900 East Artesia Boulevard, LLC
2.	1200 Ely Street Holdings Co. LLC
3.	13922 Cerise Avenue, LLC
4.	1628 B Street, LLC
5.	2400 Parkside Drive, LLC
6.	2425 Teller Avenue, LLC
7.	245 East Wilshire Avenue, LLC
8.	3232 Artesia Real Estate, LLC
9.	3806 Clayton Road, LLC
10.	42235 County Road Holdings Co. LLC
11.	446 Sycamore Road, L.L.C.
12.	48 High Point Road, LLC
13.	523 Hayes Lane, LLC
14.	637 East Romie Lane, LLC
15.	Alamogordo Aviv, L.L.C.
16.	Albany Street Property, L.L.C.
17.	Arizona Lessor - Infinia, LLC
18.	Arkansas Aviv, L.L.C.
19.	Arma Yates, L.L.C.
20.	Avery Street Property, L.L.C
21.	Aviv Asset Management, L.L.C.
22.	Aviv Financing I, L.L.C.
23.	Aviv Financing II, L.L.C.
24.	Aviv Financing III, L.L.C.
25.	Aviv Financing IV, L.L.C.
26.	Aviv Financing V, L.L.C.
27.	Aviv Foothills, L.L.C.
28.	Aviv Healthcare Capital Corporation
29.	Aviv Healthcare Properties Operating Partnership I, L.P.
30.	Aviv Liberty, L.L.C.
31.	Avon Ohio, L.L.C.
32.	Bala Cynwyd Real Estate, LP
33.	Bayside Colorado Healthcare Associates, LLC
34.	Bayside Street II, LLC
35.	Bayside Street, LLC (f/k/a Bayside Street, Inc.)
36.	Belleville Illinois, L.L.C.
37.	Bellingham II Associates, L.L.C.
38.	Bethel ALF Property, L.L.C.
39.	BHG Aviv, L.L.C.
40.	Biglerville Road, L.L.C.
41.	Bonham Texas, L.L.C.

[Schedule I – 6th Supplemental Indenture – 2027 Notes]

42.	Bradenton ALF Property, L.L.C.
43.	Burton NH Property, L.L.C.
44.	California Aviv Two, L.L.C.
45.	California Aviv, L.L.C.
46.	Camas Associates, L.L.C.
47.	Canton Health Care Land, LLC (f/k/a Canton Health Care Land, Inc.)
48.	Carnegie Gardens LLC
49.	Casa/Sierra California Associates, L.L.C.
50.	CFG 2115 Woodstock Place LLC
51.	Champaign Williamson Franklin, L.L.C.
52.	Chardon Ohio Property Holdings, L.L.C.
53.	Chardon Ohio Property, L.L.C.
54.	Chatham Aviv, L.L.C.
55.	Chippewa Valley, L.L.C.
56.	CHR Bartow LLC
57.	CHR Boca Raton  LLC
58.	CHR Bradenton LLC
59.	CHR Cape Coral LLC
60.	CHR Fort Myers LLC
61.	CHR Fort Walton Beach LLC
62.	CHR Lake Wales LLC
63.	CHR Lakeland LLC
64.	CHR Pompano Beach Broward LLC
65.	CHR Pompano Beach LLC
66.	CHR Sanford LLC
67.	CHR Spring Hill LLC
68.	CHR St. Pete Bay LLC
69.	CHR St. Pete Egret LLC
70.	CHR Tampa Carrollwood LLC
71.	CHR Tampa LLC
72.	CHR Tarpon Springs LLC
73.	CHR Titusville LLC
74.	Clarkston Care, L.L.C.
75.	Clayton Associates, L.L.C.
76.	Colonial Gardens, LLC
77.	Colonial Madison Associates, L.L.C.
78.	Colorado Lessor - Conifer, LLC
79.	Columbus Texas Aviv, L.L.C.
80.	Columbus Western Avenue, L.L.C.
81.	Colville Washington Property, L.L.C.
82.	Commerce Nursing Homes, L.L.C.
83.	Commerce Sterling Hart Drive, L.L.C.
84.	Conroe Rigby Owen Road, L.L.C.
85.	CR Aviv, L.L.C.
86.	Crete Plus Five Property, L.L.C.
87.	Crooked River Road, L.L.C.

[Schedule I – 6th Supplemental Indenture – 2027 Notes]

88.	CSE Albany LLC
89.	CSE Amarillo LLC
90.	CSE Arden L.P.
91.	CSE Augusta LLC
92.	CSE Bedford LLC
93.	CSE Blountville LLC
94.	CSE Bolivar LLC
95.	CSE Cambridge LLC
96.	CSE Cambridge Realty LLC
97.	CSE Camden LLC
98.	CSE Canton LLC
99.	CSE Casablanca Holdings II LLC
100.	CSE Casablanca Holdings LLC
101.	CSE Cedar Rapids LLC
102.	CSE Centennial Village, LP
103.	CSE Chelmsford LLC
104.	CSE Chesterton LLC
105.	CSE Claremont LLC
106.	CSE Corpus North LLC
107.	CSE Denver Iliff LLC
108.	CSE Denver LLC
109.	CSE Douglas LLC
110.	CSE Elkton LLC
111.	CSE Elkton Realty LLC
112.	CSE Fairhaven LLC
113.	CSE Fort Wayne LLC
114.	CSE Frankston LLC
115.	CSE Georgetown LLC
116.	CSE Green Bay LLC
117.	CSE Hilliard LLC
118.	CSE Huntingdon LLC
119.	CSE Huntsville LLC
120.	CSE Indianapolis-Continental LLC
121.	CSE Indianapolis-Greenbriar LLC
122.	CSE Jacinto City LLC
123.	CSE Jefferson City LLC
124.	CSE Jeffersonville-Hillcrest Center LLC
125.	CSE Jeffersonville-Jennings House LLC
126.	CSE Kerrville LLC
127.	CSE King L.P.
128.	CSE Kingsport LLC
129.	CSE Knightdale L.P.
130.	CSE Lake City LLC
131.	CSE Lake Worth LLC
132.	CSE Lakewood LLC
133.	CSE Las Vegas LLC

[Schedule I – 6th Supplemental Indenture – 2027 Notes]

134.	CSE Lawrenceburg LLC
135.	CSE Lenoir L.P.
136.	CSE Lexington Park LLC
137.	CSE Lexington Park Realty LLC
138.	CSE Ligonier LLC
139.	CSE Live Oak LLC
140.	CSE Lowell LLC
141.	CSE Marianna Holdings LLC
142.	CSE Memphis LLC
143.	CSE Mobile LLC
144.	CSE Moore LLC
145.	CSE North Carolina Holdings I LLC
146.	CSE North Carolina Holdings II LLC
147.	CSE Omro LLC
148.	CSE Orange Park LLC
149.	CSE Orlando-Pinar Terrace Manor LLC
150.	CSE Orlando-Terra Vista Rehab LLC
151.	CSE Pennsylvania Holdings, LP
152.	CSE Piggott LLC
153.	CSE Pilot Point LLC
154.	CSE Pine View LLC
155.	CSE Ponca City LLC
156.	CSE Port St. Lucie LLC
157.	CSE Richmond LLC
158.	CSE Ripley LLC
159.	CSE Ripon LLC
160.	CSE Safford LLC
161.	CSE Salina LLC
162.	CSE Seminole LLC
163.	CSE Shawnee LLC
164.	CSE Spring Branch LLC
165.	CSE Stillwater LLC
166.	CSE Taylorsville LLC
167.	CSE Texarkana LLC
168.	CSE Texas City LLC
169.	CSE The Village LLC
170.	CSE Upland LLC
171.	CSE Walnut Cove L.P.
172.	CSE West Point LLC
173.	CSE Whitehouse LLC
174.	CSE Williamsport LLC
175.	CSE Winter Haven LLC
176.	CSE Woodfin L.P.
177.	CSE Yorktown LLC
178.	Cuyahoga Falls Property, L.L.C.
179.	Dallas Two Property, L.L.C.

[Schedule I – 6th Supplemental Indenture – 2027 Notes]

180.	Danbury ALF Property, L.L.C.
181.	Darien ALF Property, L.L.C.
182.	Delta Investors I, LLC
183.	Delta Investors II, LLC
184.	Denison Texas, L.L.C.
185.	Desert Lane LLC
186.	Dixie White House Nursing Home, LLC (f/k/a Dixie White House Nursing Home, Inc.)
187.	Dixon Health Care Center, LLC (f/k/a Dixon Health Care Center, Inc.)
188.	East Rollins Street, L.L.C.
189.	Edgewood Drive Property, L.L.C.
190.	Effingham Associates, L.L.C.
191.	Elite Mattoon, L.L.C.
192.	Elite Yorkville, L.L.C.
193.	Encanto Senior Care, LLC
194.	Falcon Four Property Holding, L.L.C.
195.	Falcon Four Property, L.L.C.
196.	Falfurrias Texas, L.L.C.
197.	Florida ALF Properties, L.L.C.
198.	Florida Four Properties, L.L.C.
199.	Florida Lessor – Meadowview, LLC
200.	Florida Real Estate Company, LLC
201.	Fort Stockton Property, L.L.C.
202.	Four Fountains Aviv, L.L.C.
203.	Fredericksburg South Adams Street, L.L.C.
204.	Freewater Oregon, L.L.C.
205.	Fullerton California, L.L.C.
206.	G&L Gardens, LLC
207.	Gardnerville Property, L.L.C.
208.	Georgia Lessor - Bonterra/Parkview, LLC
209.	Germantown Property, L.L.C.
210.	Giltex Care, L.L.C.
211.	Glendale NH Property, L.L.C.
212.	Golden Hill Real Estate Company, LLC
213.	Gonzales Texas Property, L.L.C.
214.	Great Bend Property, L.L.C.
215.	Greenbough, LLC
216.	Greenville Kentucky Property, L.L.C.
217.	Heritage Monterey Associates, L.L.C.
218.	HHM Aviv, L.L.C.
219.	Hidden Acres Property, L.L.C.
220.	Highland Leasehold, L.L.C.
221.	Hobbs Associates, L.L.C.
222.	Hot Springs Atrium Owner, LLC
223.	Hot Springs Aviv, L.L.C.
224.	Hot Springs Cottages Owner, LLC

[Schedule I – 6th Supplemental Indenture – 2027 Notes]

225.	Hot Springs Marina Owner, LLC
226.	Houston Texas Aviv, L.L.C.
227.	Hutchinson Kansas, L.L.C.
228.	Hutton I Land, LLC (f/k/a Hutton I Land, Inc.)
229.	Hutton II Land, LLC (f/k/a Hutton II Land, Inc.)
230.	Hutton III Land, LLC (f/k/a Hutton III Land, Inc.)
231.	Idaho Associates, L.L.C.
232.	Illinois Missouri Properties, L.L.C.
233.	Indiana Lessor – Wellington Manor, LLC
234.	Iowa Lincoln County Property, L.L.C.
235.	Jasper Springhill Street, L.L.C.
236.	Kansas Five Property, L.L.C.
237.	Karan Associates Two, L.L.C.
238.	Karan Associates, L.L.C.
239.	Karissa Court Property, L.L.C.
240.	KB Northwest Associates, L.L.C.
241.	Kentucky NH Properties, L.L.C.
242.	Kingsville Texas, L.L.C.
243.	LAD I Real Estate Company, LLC
244.	Leatherman 90-1, LLC (f/k/a Leatherman 90-1, Inc.)
245.	Leatherman Partnership 89-1, LLC (f/k/a Leatherman Partnership 89-1, Inc.)
246.	Leatherman Partnership 89-2, LLC (f/k/a Leatherman Partnership 89-2, Inc.)
247.	Louisville Dutchmans Property, L.L.C.
248.	Magnolia Drive Property, L.L.C.
249.	Manor Associates, L.L.C.
250.	Mansfield Aviv, L.L.C.
251.	Massachusetts Nursing Homes, L.L.C.
252.	McCarthy Street Property, L.L.C.
253.	Meridian Arms Land, LLC (f/k/a Meridian Arms Land, Inc.)
254.	Minnesota Associates, L.L.C.
255.	Mishawaka Property, L.L.C.
256.	Missouri Associates, L.L.C.
257.	Missouri Regency Associates, L.L.C.
258.	Montana Associates, L.L.C.
259.	Monterey Park Leasehold Mortgage, L.L.C.
260.	Mount Washington Property, L.L.C.
261.	Mt. Vernon Texas, L.L.C.
262.	Murray County, L.L.C.
263.	Muscatine Toledo Properties, L.L.C.
264.	N.M. Bloomfield Three Plus One Limited Company
265.	N.M. Espanola Three Plus One Limited Company
266.	N.M. Lordsburg Three Plus One Limited Company
267.	N.M. Silver City Three Plus One Limited Company
268.	New Hope Property, L.L.C.

[Schedule I – 6th Supplemental Indenture – 2027 Notes]

269.	Newtown ALF Property, L.L.C.
270.	Nicholasville Kentucky Property, L.L.C.
271.	North Las Vegas LLC
272.	North Royalton Ohio Property, L.L.C.
273.	Norwalk ALF Property, L.L.C.
274.	NRS Ventures, L.L.C.
275.	Oakland Nursing Homes, L.L.C.
276.	Ocean Springs Nursing Home, LLC (f/k/a Ocean Springs Nursing Home, Inc.)
277.	October Associates, L.L.C.
278.	Ogden Associates, L.L.C.
279.	OHI (Connecticut), LLC
280.	OHI (Illinois), LLC(f/k/a OHI (Illinois), Inc.)
281.	OHI (Indiana), LLC
282.	OHI (Iowa), LLC(f/k/a OHI (Iowa), Inc.)
283.	OHI Asset (AR) Ash Flat, LLC
284.	OHI Asset (AR) Camden, LLC
285.	OHI Asset (AR) Conway, LLC
286.	OHI Asset (AR) Des Arc, LLC
287.	OHI Asset (AR) Hot Springs, LLC
288.	OHI Asset (AR) Malvern, LLC
289.	OHI Asset (AR) Mena, LLC
290.	OHI Asset (AR) Pocahontas, LLC
291.	OHI Asset (AR) Sheridan, LLC
292.	OHI Asset (AR) Walnut Ridge, LLC
293.	OHI Asset (AZ) Austin House, LLC
294.	OHI Asset (CA), LLC
295.	OHI Asset (CO), LLC
296.	OHI Asset (CT) Lender, LLC
297.	OHI Asset (FL) Eustis, LLC
298.	OHI Asset (FL) Lake Placid, LLC
299.	OHI Asset (FL) Lender, LLC
300.	OHI Asset (FL) Lutz, LLC
301.	OHI Asset (FL), LLC
302.	OHI Asset (FL) Pensacola - Hillview, LLC
303.	OHI Asset (FL) Pensacola, LLC
304.	OHI Asset (GA) Dunwoody, LLC
305.	OHI Asset (GA) Macon, LLC
306.	OHI Asset (GA) Moultrie, LLC
307.	OHI Asset (GA) Nashville, LLC
308.	OHI Asset (GA) Roswell, LLC
309.	OHI Asset (GA) Snellville, LLC
310.	OHI Asset (GA) Valdosta, LLC
311.	OHI Asset (ID) Holly, LLC
312.	OHI Asset (ID) Midland, LLC
313.	OHI Asset (ID), LLC

[Schedule I – 6th Supplemental Indenture – 2027 Notes]

314.	OHI Asset (IL), LLC
315.	OHI Asset (IN) American Village, LLC
316.	OHI Asset (IN) Anderson, LLC
317.	OHI Asset (IN) Beech Grove, LLC
318.	OHI Asset (IN) Clarksville, LLC
319.	OHI Asset (IN) Clinton, LLC
320.	OHI Asset (IN) Connersville, LLC
321.	OHI Asset (IN) Crown Point, LLC
322.	OHI Asset (IN) Eagle Valley, LLC
323.	OHI Asset (IN) Elkhart, LLC
324.	OHI Asset (IN) Forest Creek, LLC
325.	OHI Asset (IN) Fort Wayne, LLC
326.	OHI Asset (IN) Franklin, LLC
327.	OHI Asset (IN) Greensburg, LLC
328.	OHI Asset (IN) Indianapolis, LLC
329.	OHI Asset (IN) Jasper, LLC
330.	OHI Asset (IN) Kokomo, LLC
331.	OHI Asset (IN) Lafayette, LLC
332.	OHI Asset (IN) Madison, LLC
333.	OHI Asset (IN) Monticello, LLC
334.	OHI Asset (IN) Noblesville, LLC
335.	OHI Asset (IN) Rosewalk, LLC
336.	OHI Asset (IN) Salem, LLC
337.	OHI Asset (IN) Seymour, LLC
338.	OHI Asset (IN) Spring Mill, LLC
339.	OHI Asset (IN) Terre Haute, LLC
340.	OHI Asset (IN) Wabash, LLC
341.	OHI Asset (IN) Westfield, LLC
342.	OHI Asset (IN) Zionsville, LLC
343.	OHI Asset (LA) Baton Rouge, LLC
344.	OHI Asset (LA), LLC
345.	OHI Asset (MD), LLC
346.	OHI Asset (MD) Baltimore - Pall Mall, LLC
347.	OHI Asset (MD) Baltimore - West Belvedere, LLC
348.	OHI Asset (MD) Salisbury, LLC
349.	OHI Asset (MI) Heather Hills, LLC
350.	OHI Asset (MI), LLC
351.	OHI Asset (MI) Carson City, LLC
352.	OHI Asset (MO), LLC
353.	OHI Asset (MS) Byhalia, LLC
354.	OHI Asset (MS) Cleveland, LLC
355.	OHI Asset (MS) Clinton, LLC
356.	OHI Asset (MS) Columbia, LLC
357.	OHI Asset (MS) Corinth, LLC
358.	OHI Asset (MS) Greenwood, LLC
359.	OHI Asset (MS) Grenada, LLC

[Schedule I – 6th Supplemental Indenture – 2027 Notes]

360.	OHI Asset (MS) Holly Springs, LLC
361.	OHI Asset (MS) Indianola, LLC
362.	OHI Asset (MS) Natchez, LLC
363.	OHI Asset (MS) Picayune, LLC
364.	OHI Asset (MS) Vicksburg, LLC
365.	OHI Asset (MS) Yazoo City, LLC
366.	OHI Asset (NC) Biscoe, LLC
367.	OHI Asset (NC) Cornelius, LLC
368.	OHI Asset (NC) Drexel, LLC
369.	OHI Asset (NC) Fayetteville, LLC
370.	OHI Asset (NC) Hallsboro, LLC
371.	OHI Asset (NC) Marion, LLC
372.	OHI Asset (NC) Marshville, LLC
373.	OHI Asset (NC) Mocksville – 1007 Howard Street, LLC
374.	OHI Asset (NC) Mocksville – 1304 Madison Road, LLC
375.	OHI Asset (NC) Nashville, LLC
376.	OHI Asset (NC) Raeford, LLC
377.	OHI Asset (NC) Rocky Mount – 1558 S. Winstead, LLC
378.	OHI Asset (NC) Rocky Mount – 415 N. Winstead, LLC
379.	OHI Asset (NC) Salisbury, LLC
380.	OHI Asset (NC) Saluda, LLC
381.	OHI Asset (NC) Shallotte, LLC
382.	OHI Asset (NC) Wadesboro, LLC
383.	OHI Asset (NC) Waynesville, LLC
384.	OHI Asset (NC) Wilmington, LLC
385.	OHI Asset (NC) Winston Salem, LLC
386.	OHI Asset (NY) 2nd Avenue, LLC
387.	OHI Asset (NY) 93rd Street, LLC
388.	OHI Asset (OH) Huber Heights, LLC
389.	OHI Asset (OH) Lender, LLC
390.	OHI Asset (OH), LLC
391.	OHI Asset (OH) New London, LLC
392.	OHI Asset (OR) Portland, LLC
393.	OHI Asset (OH) Steubenville, LLC
394.	OHI Asset (OH) Toledo, LLC
395.	OHI Asset (OR) Troutdale, LLC
396.	OHI Asset (OH) West Carrollton, LLC
397.	OHI Asset (PA) GP, LLC
398.	OHI Asset (PA) West Mifflin, LP
399.	OHI Asset (PA), LLC
400.	OHI Asset (PA), LP
401.	OHI Asset (SC) Aiken, LLC
402.	OHI Asset (SC) Anderson, LLC
403.	OHI Asset (SC) Easley Anne, LLC
404.	OHI Asset (SC) Easley Crestview, LLC
405.	OHI Asset (SC) Edgefield, LLC

[Schedule I – 6th Supplemental Indenture – 2027 Notes]

406.	OHI Asset (SC) Greenville Griffith, LLC
407.	OHI Asset (SC) Greenville Laurens, LLC
408.	OHI Asset (SC) Greenville North, LLC
409.	OHI Asset (SC) Greenville, LLC
410.	OHI Asset (SC) Greer, LLC
411.	OHI Asset (SC) Marietta, LLC
412.	OHI Asset (SC) McCormick, LLC
413.	OHI Asset (SC) Orangeburg, LLC
414.	OHI Asset (SC) Pickens East Cedar, LLC
415.	OHI Asset (SC) Pickens Rosemond, LLC
416.	OHI Asset (SC) Piedmont, LLC
417.	OHI Asset (SC) Simpsonville SE Main, LLC
418.	OHI Asset (SC) Simpsonville West Broad, LLC
419.	OHI Asset (SC) Simpsonville West Curtis, LLC
420.	OHI Asset (TN) Bartlett, LLC
421.	OHI Asset (TN) Collierville, LLC
422.	OHI Asset (TN) Jefferson City, LLC
423.	OHI Asset (TN) Memphis, LLC
424.	OHI Asset (TN) Rogersville, LLC
425.	OHI Asset (TX) Anderson, LLC
426.	OHI Asset (TX) Bryan, LLC
427.	OHI Asset (TX) Burleson, LLC
428.	OHI Asset (TX) College Station, LLC
429.	OHI Asset (TX) Comfort, LLC
430.	OHI Asset (TX) Diboll, LLC
431.	OHI Asset (TX) Granbury, LLC
432.	OHI Asset (TX) Hondo, LLC
433.	OHI Asset (TX) Italy, LLC
434.	OHI Asset (TX) Schertz, LLC
435.	OHI Asset (TX) Winnsboro, LLC
436.	OHI Asset (TX), LLC
437.	OHI Asset (UT) Ogden, LLC
438.	OHI Asset (UT) Provo, LLC
439.	OHI Asset (UT) Roy, LLC
440.	OHI Asset (VA) Charlottesville - 1165 Pepsi Place, LLC
441.	OHI Asset (VA) Charlottesville, LLC
442.	OHI Asset (VA) Chesapeake, LLC
443.	OHI Asset (VA) Farmville, LLC
444.	OHI Asset (VA) Galax, LLC
445.	OHI Asset (VA) Hillsville, LLC
446.	OHI Asset (VA) Madison, LLC
447.	OHI Asset (VA) Martinsville SNF, LLC
448.	OHI Asset (VA) Mechanicsville, LLC
449.	OHI Asset (VA) Norfolk, LLC
450.	OHI Asset (VA) Portsmouth, LLC
451.	OHI Asset (VA) Richmond - 2420 Pemberton Road, LLC

[Schedule I – 6th Supplemental Indenture – 2027 Notes]

452.	OHI Asset (VA) Richmond - 9101 Bon Air, LLC
453.	OHI Asset (VA) Rocky Mount, LLC
454.	OHI Asset (VA) Suffolk, LLC
455.	OHI Asset (WA) Battle Ground, LLC
456.	OHI Asset (WA) Fort Vancouver, LLC
457.	OHI Asset (WV) Danville, LLC
458.	OHI Asset (WV) Ivydale, LLC
459.	OHI Asset CHG ALF, LLC
460.	OHI Asset CSB LLC
461.	OHI Asset CSE – E, LLC
462.	OHI Asset CSE – U, LLC
463.	OHI Asset CSE–E Subsidiary, LLC
464.	OHI Asset CSE–U Subsidiary, LLC
465.	OHI Asset HUD CFG, LLC
466.	OHI Asset HUD Delta, LLC
467.	OHI Asset HUD H-F, LLC
468.	OHI Asset HUD SF CA, LLC
469.	OHI Asset HUD SF, LLC
470.	OHI Asset HUD WO, LLC
471.	OHI Asset II (CA), LLC
472.	OHI Asset II (FL), LLC
473.	OHI Asset II (PA), LP
474.	OHI Asset III (PA), LP
475.	OHI Asset IV (PA) Silver Lake, LP
476.	OHI Asset Management, LLC
477.	OHI Asset RO PMM Services, LLC
478.	OHI Asset RO, LLC
479.	OHI Asset, LLC
480.	OHI Healthcare Properties Holdco, Inc.
481.	OHI Healthcare Properties Limited Partnership
482.	OHI Mezz Lender, LLC
483.	OHI Tennessee, LLC (f/k/a OHI Tennessee, Inc.)
484.	OHIMA, LLC (f/k/a OHIMA, Inc.)
485.	Ohio Aviv Three, L.L.C.
486.	Ohio Aviv Two, L.L.C.
487.	Ohio Aviv, L.L.C.
488.	Ohio Indiana Property, L.L.C.
489.	Ohio Pennsylvania Property, L.L.C.
490.	Oklahoma Two Property, L.L.C.
491.	Oklahoma Warr Wind, L.L.C.
492.	Omaha Associates, L.L.C.
493.	Omega TRS I, Inc.
494.	Orange ALF Property, L.L.C.
495.	Orange Village Care Center, LLC (f/k/a Orange Village Care Center, Inc.)
496.	Orange, L.L.C.

[Schedule I – 6th Supplemental Indenture – 2027 Notes]

497.	Oregon Associates, L.L.C.
498.	Oso Avenue Property, L.L.C.
499.	Ostrom Avenue Property, L.L.C.
500.	Palm Valley Senior Care, LLC
501.	Panama City Nursing Center LLC
502.	Pavillion North Partners, LLC
503.	Pavillion North, LLP
504.	Pavillion Nursing Center North, LLC
505.	Peabody Associates Two, L.L.C.
506.	Peabody Associates, L.L.C.
507.	Pennington Road Property, L.L.C.
508.	Pensacola Real Estate Holdings I, LLC (f/k/a Pensacola Real Estate Holdings I, Inc.)
509.	Pensacola Real Estate Holdings II, LLC (f/k/a Pensacola Real Estate Holdings II, Inc.)
510.	Pensacola Real Estate Holdings III, LLC (f/k/a Pensacola Real Estate Holdings III, Inc.)
511.	Pensacola Real Estate Holdings IV, LLC (f/k/a Pensacola Real Estate Holdings IV, Inc.)
512.	Pensacola Real Estate Holdings V, LLC (f/k/a Pensacola Real Estate Holdings V, Inc.)
513.	Pocatello Idaho Property, L.L.C.
514.	Pomona Vista L.L.C.
515.	Prescott Arkansas, L.L.C.
516.	PV Realty-Clinton, LLC
517.	PV Realty-Kensington, LLC
518.	PV Realty–Willow Tree, LLC
519.	Raton Property Limited Company
520.	Ravenna Ohio Property, L.L.C.
521.	Red Rocks, L.L.C.
522.	Richland Washington, L.L.C.
523.	Ridgecrest Senior Care, LLC
524.	Riverside Nursing Home Associates Two, L.L.C.
525.	Riverside Nursing Home Associates, L.L.C.
526.	Rockingham Drive Property, L.L.C.
527.	Rose Baldwin Park Property L.L.C.
528.	S.C. Portfolio Property, L.L.C.
529.	Salem Associates, L.L.C.
530.	San Juan NH Property, LLC
531.	Sandalwood Arkansas Property, L.L.C.
532.	Santa Ana-Bartlett, L.L.C.
533.	Santa Fe Missouri Associates, L.L.C.
534.	Savoy/Bonham Venture, L.L.C.
535.	Searcy Aviv, L.L.C.
536.	Sedgwick Properties, L.L.C.
537.	Seguin Texas Property, L.L.C.

[Schedule I – 6th Supplemental Indenture – 2027 Notes]

538.	Sierra Ponds Property, L.L.C.
539.	Skyler Boyington, LLC (f/k/a Skyler Boyington, Inc.)
540.	Skyler Florida, LLC (f/k/a Skyler Florida, Inc.)
541.	Skyler Maitland LLC
542.	Skyler Pensacola, LLC (f/k/a Skyler Pensacola, Inc.)
543.	Skyview Associates, L.L.C.
544.	Southeast Missouri Property, L.L.C.
545.	Southern California Nevada, L.L.C.
546.	St. Joseph Missouri Property, L.L.C.
547.	St. Mary’s Properties, LLC (f/k/a St. Mary’s Properties, Inc.)
548.	Star City Arkansas, L.L.C.
549.	Stephenville Texas Property, L.L.C.
550.	Sterling Acquisition, LLC
551.	Stevens Avenue Property, L.L.C.
552.	Sun-Mesa Properties, L.L.C.
553.	Suwanee, LLC
554.	Texas Fifteen Property, L.L.C.
555.	Texas Four Property, L.L.C.
556.	Texas Lessor – Stonegate GP, LLC
557.	Texas Lessor – Stonegate, Limited, LLC
558.	Texas Lessor – Stonegate, LP
559.	Texhoma Avenue Property, L.L.C.
560.	The Suburban Pavilion, LLC (f/k/a The Suburban Pavilion, Inc.)
561.	Tujunga, L.L.C.
562.	Tulare County Property, L.L.C.
563.	VRB Aviv, L.L.C.
564.	Washington Idaho Property, L.L.C.
565.	Washington Lessor – Silverdale, LLC
566.	Washington-Oregon Associates, L.L.C.
567.	Watauga Associates, L.L.C.
568.	Wellington Leasehold, L.L.C.
569.	West Pearl Street, L.L.C.
570.	West Yarmouth Property I, L.L.C.
571.	Westerville Ohio Office Property, L.L.C.
572.	Wheeler Healthcare Associates, L.L.C.
573.	Whitlock Street Property, L.L.C.
574.	Wilcare, LLC
575.	Willis Texas Aviv, L.L.C.
576.	Yuba Aviv, L.L.C.

[Schedule I – 6th Supplemental Indenture – 2027 Notes]

Schedule II

NEW SUBSIDIARIES

1.	OHI Asset (MO) Jackson, LLC
2.	OHI Asset (CO) Brighton, LLC
3.	OHI Asset (CO) Mesa, LLC
4.	OHI Asset (CO) Denver, LLC
5.	OHI Asset (TX) Longview, LLC
6.	OHI Asset (TX) Athens, LLC
7.	OHI Asset (TX) Winnsboro ALF, LLC
8.	OHI Asset (FL) Middleburg, LLC
9.	OHI Asset (SC) Five Forks, LLC
10.	OHI Asset (VA) Midlothian, LLC

[Schedule II – 6th Supplemental Indenture – 2027 Notes]

EX-4.5

Exhibit 4.5

FOURTH SUPPLEMENTAL INDENTURE

(Senior Notes due 2026)

THIS FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”) is dated as of August 9, 2016, among OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation (the “Issuer”), each of the entities listed on Schedule II hereto (collectively, the “New Subsidiaries”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”).

W I T N E S S E T H :

WHEREAS, the Issuer and each of its direct and indirect subsidiaries listed on Schedule I hereto (collectively, the “Subsidiary Guarantors”) have heretofore executed and delivered to the Trustee an Indenture, dated as of September 23, 2015 (as supplemented by that First Supplemental Indenture, dated as of November 9, 2015, that Second Supplemental Indenture, dated as of March 29, 2016, and that Third Supplemental Indenture, dated as of May 13, 2016; the “Indenture”) providing for the issuance of the Issuer’s 5.250 % Senior Notes due 2026 (the “Notes”);

WHEREAS, Section 9.01(a)(4) of the Indenture authorizes the Issuer and the Trustee, together, to amend or supplement the Indenture, without notice to or consent of any Holder of the Notes and without the execution of such amendment or supplement by existing Subsidiary Guarantors, for the purpose of adding any additional Subsidiary Guarantee by any additional Guarantor;

WHEREAS, pursuant to Section 4.09 of the Indenture, the New Subsidiaries are required to become Subsidiary Guarantors;

WHEREAS, in Section 1.01 of the Indenture, the term “Subsidiary Guarantors” is defined to include all Persons that become a Subsidiary Guarantor by the terms of the Indenture after the Closing Date; and

WHEREAS, Section 10.01 of the Indenture provides that each Subsidiary Guarantor shall be a guarantor of the Issuer’s obligations under the Notes, subject to the terms and conditions described in the Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the New Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

[4th Supplemental Indenture – 2026 Notes]

2. AMENDMENT TO GUARANTEE. The New Subsidiaries hereby agree, jointly and severally with all other Subsidiary Guarantors, to guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in the Indenture, and to be bound by, and to receive the benefit of, all other applicable provisions of the Indenture as Subsidiary Guarantors. Such guarantee shall be evidenced by the New Subsidiaries’ execution of Subsidiary Guarantees, the form of which is attached as Exhibit E to the Indenture, and shall be effective as of the date hereof.

3. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder, member, manager or controlling person of the New Subsidiaries, as such, shall have any liability for any obligations of the Issuer or any Subsidiary Guarantor under the Notes, any Guarantees, the Indenture or this Fourth Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes, by accepting and holding a Note, waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.

4. NEW YORK LAW TO GOVERN. The laws of the State of New York shall govern and be used to construe this Fourth Supplemental Indenture.

5. COUNTERPARTS. The parties may sign any number of copies of this Fourth Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement.

6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fourth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer and the New Subsidiaries.

[Remainder of Page Intentionally Left Blank]

[4th Supplemental Indenture – 2026 Notes]

2

IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed, all as of the date first above written.

ISSUER:
OMEGA HEALTHCARE INVESTORS, INC.,
a Maryland corporation
By:	/s/ Daniel J.Booth
	Daniel J. Booth
	Chief Operating Officer and Secretary
NEW SUBSIDIARIES:
ON BEHALF OF EACH OF THE NEW SUBSIDIARIES LISTED ON SCHEDULE II
By:	/s/ Daniel J. Booth
	Daniel J. Booth
	Chief Operating Officer and Secretary

[Signatures continued on the following page]

[Signature Page – 4th Supplemental Indenture – 2026 Notes]

U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:	/s/ David Ferrell
	Name:	David Ferrell
	Title:	Vice President

[Signature Page – 4th Supplemental Indenture – 2026 Notes]

Schedule I

SUBSIDIARY GUARANTORS

1.	11900 East Artesia Boulevard, LLC
2.	1200 Ely Street Holdings Co. LLC
3.	13922 Cerise Avenue, LLC
4.	1628 B Street, LLC
5.	2400 Parkside Drive, LLC
6.	2425 Teller Avenue, LLC
7.	245 East Wilshire Avenue, LLC
8.	3232 Artesia Real Estate, LLC
9.	3806 Clayton Road, LLC
10.	42235 County Road Holdings Co. LLC
11.	446 Sycamore Road, L.L.C.
12.	48 High Point Road, LLC
13.	523 Hayes Lane, LLC
14.	637 East Romie Lane, LLC
15.	Alamogordo Aviv, L.L.C.
16.	Albany Street Property, L.L.C.
17.	Arizona Lessor - Infinia, LLC
18.	Arkansas Aviv, L.L.C.
19.	Arma Yates, L.L.C.
20.	Avery Street Property, L.L.C
21.	Aviv Asset Management, L.L.C.
22.	Aviv Financing I, L.L.C.
23.	Aviv Financing II, L.L.C.
24.	Aviv Financing III, L.L.C.
25.	Aviv Financing IV, L.L.C.
26.	Aviv Financing V, L.L.C.
27.	Aviv Foothills, L.L.C.
28.	Aviv Healthcare Capital Corporation
29.	Aviv Healthcare Properties Operating Partnership I, L.P.
30.	Aviv Liberty, L.L.C.
31.	Avon Ohio, L.L.C.
32.	Bala Cynwyd Real Estate, LP
33.	Bayside Colorado Healthcare Associates, LLC
34.	Bayside Street II, LLC
35.	Bayside Street, LLC (f/k/a Bayside Street, Inc.)
36.	Belleville Illinois, L.L.C.
37.	Bellingham II Associates, L.L.C.
38.	Bethel ALF Property, L.L.C.
39.	BHG Aviv, L.L.C.
40.	Biglerville Road, L.L.C.
41.	Bonham Texas, L.L.C.

[Schedule I – 4th Supplemental Indenture – 2026 Notes]

42.	Bradenton ALF Property, L.L.C.
43.	Burton NH Property, L.L.C.
44.	California Aviv Two, L.L.C.
45.	California Aviv, L.L.C.
46.	Camas Associates, L.L.C.
47.	Canton Health Care Land, LLC (f/k/a Canton Health Care Land, Inc.)
48.	Carnegie Gardens LLC
49.	Casa/Sierra California Associates, L.L.C.
50.	CFG 2115 Woodstock Place LLC
51.	Champaign Williamson Franklin, L.L.C.
52.	Chardon Ohio Property Holdings, L.L.C.
53.	Chardon Ohio Property, L.L.C.
54.	Chatham Aviv, L.L.C.
55.	Chippewa Valley, L.L.C.
56.	CHR Bartow LLC
57.	CHR Boca Raton  LLC
58.	CHR Bradenton LLC
59.	CHR Cape Coral LLC
60.	CHR Fort Myers LLC
61.	CHR Fort Walton Beach LLC
62.	CHR Lake Wales LLC
63.	CHR Lakeland LLC
64.	CHR Pompano Beach Broward LLC
65.	CHR Pompano Beach LLC
66.	CHR Sanford LLC
67.	CHR Spring Hill LLC
68.	CHR St. Pete Bay LLC
69.	CHR St. Pete Egret LLC
70.	CHR Tampa Carrollwood LLC
71.	CHR Tampa LLC
72.	CHR Tarpon Springs LLC
73.	CHR Titusville LLC
74.	Clarkston Care, L.L.C.
75.	Clayton Associates, L.L.C.
76.	Colonial Gardens, LLC
77.	Colonial Madison Associates, L.L.C.
78.	Colorado Lessor - Conifer, LLC
79.	Columbus Texas Aviv, L.L.C.
80.	Columbus Western Avenue, L.L.C.
81.	Colville Washington Property, L.L.C.
82.	Commerce Nursing Homes, L.L.C.
83.	Commerce Sterling Hart Drive, L.L.C.
84.	Conroe Rigby Owen Road, L.L.C.
85.	CR Aviv, L.L.C.
86.	Crete Plus Five Property, L.L.C.
87.	Crooked River Road, L.L.C.

[Schedule I – 4th Supplemental Indenture – 2026 Notes]

88.	CSE Albany LLC
89.	CSE Amarillo LLC
90.	CSE Arden L.P.
91.	CSE Augusta LLC
92.	CSE Bedford LLC
93.	CSE Blountville LLC
94.	CSE Bolivar LLC
95.	CSE Cambridge LLC
96.	CSE Cambridge Realty LLC
97.	CSE Camden LLC
98.	CSE Canton LLC
99.	CSE Casablanca Holdings II LLC
100.	CSE Casablanca Holdings LLC
101.	CSE Cedar Rapids LLC
102.	CSE Centennial Village, LP
103.	CSE Chelmsford LLC
104.	CSE Chesterton LLC
105.	CSE Claremont LLC
106.	CSE Corpus North LLC
107.	CSE Denver Iliff LLC
108.	CSE Denver LLC
109.	CSE Douglas LLC
110.	CSE Elkton LLC
111.	CSE Elkton Realty LLC
112.	CSE Fairhaven LLC
113.	CSE Fort Wayne LLC
114.	CSE Frankston LLC
115.	CSE Georgetown LLC
116.	CSE Green Bay LLC
117.	CSE Hilliard LLC
118.	CSE Huntingdon LLC
119.	CSE Huntsville LLC
120.	CSE Indianapolis-Continental LLC
121.	CSE Indianapolis-Greenbriar LLC
122.	CSE Jacinto City LLC
123.	CSE Jefferson City LLC
124.	CSE Jeffersonville-Hillcrest Center LLC
125.	CSE Jeffersonville-Jennings House LLC
126.	CSE Kerrville LLC
127.	CSE King L.P.
128.	CSE Kingsport LLC
129.	CSE Knightdale L.P.
130.	CSE Lake City LLC
131.	CSE Lake Worth LLC
132.	CSE Lakewood LLC
133.	CSE Las Vegas LLC

[Schedule I – 4th Supplemental Indenture – 2026 Notes]

134.	CSE Lawrenceburg LLC
135.	CSE Lenoir L.P.
136.	CSE Lexington Park LLC
137.	CSE Lexington Park Realty LLC
138.	CSE Ligonier LLC
139.	CSE Live Oak LLC
140.	CSE Lowell LLC
141.	CSE Marianna Holdings LLC
142.	CSE Memphis LLC
143.	CSE Mobile LLC
144.	CSE Moore LLC
145.	CSE North Carolina Holdings I LLC
146.	CSE North Carolina Holdings II LLC
147.	CSE Omro LLC
148.	CSE Orange Park LLC
149.	CSE Orlando-Pinar Terrace Manor LLC
150.	CSE Orlando-Terra Vista Rehab LLC
151.	CSE Pennsylvania Holdings, LP
152.	CSE Piggott LLC
153.	CSE Pilot Point LLC
154.	CSE Pine View LLC
155.	CSE Ponca City LLC
156.	CSE Port St. Lucie LLC
157.	CSE Richmond LLC
158.	CSE Ripley LLC
159.	CSE Ripon LLC
160.	CSE Safford LLC
161.	CSE Salina LLC
162.	CSE Seminole LLC
163.	CSE Shawnee LLC
164.	CSE Spring Branch LLC
165.	CSE Stillwater LLC
166.	CSE Taylorsville LLC
167.	CSE Texarkana LLC
168.	CSE Texas City LLC
169.	CSE The Village LLC
170.	CSE Upland LLC
171.	CSE Walnut Cove L.P.
172.	CSE West Point LLC
173.	CSE Whitehouse LLC
174.	CSE Williamsport LLC
175.	CSE Winter Haven LLC
176.	CSE Woodfin L.P.
177.	CSE Yorktown LLC
178.	Cuyahoga Falls Property, L.L.C.
179.	Dallas Two Property, L.L.C.

[Schedule I – 4th Supplemental Indenture – 2026 Notes]

180.	Danbury ALF Property, L.L.C.
181.	Darien ALF Property, L.L.C.
182.	Delta Investors I, LLC
183.	Delta Investors II, LLC
184.	Denison Texas, L.L.C.
185.	Desert Lane LLC
186.	Dixie White House Nursing Home, LLC (f/k/a Dixie White House Nursing Home, Inc.)
187.	Dixon Health Care Center, LLC (f/k/a Dixon Health Care Center, Inc.)
188.	East Rollins Street, L.L.C.
189.	Edgewood Drive Property, L.L.C.
190.	Effingham Associates, L.L.C.
191.	Elite Mattoon, L.L.C.
192.	Elite Yorkville, L.L.C.
193.	Encanto Senior Care, LLC
194.	Falcon Four Property Holding, L.L.C.
195.	Falcon Four Property, L.L.C.
196.	Falfurrias Texas, L.L.C.
197.	Florida ALF Properties, L.L.C.
198.	Florida Four Properties, L.L.C.
199.	Florida Lessor – Meadowview, LLC
200.	Florida Real Estate Company, LLC
201.	Fort Stockton Property, L.L.C.
202.	Four Fountains Aviv, L.L.C.
203.	Fredericksburg South Adams Street, L.L.C.
204.	Freewater Oregon, L.L.C.
205.	Fullerton California, L.L.C.
206.	G&L Gardens, LLC
207.	Gardnerville Property, L.L.C.
208.	Georgia Lessor - Bonterra/Parkview, LLC
209.	Germantown Property, L.L.C.
210.	Giltex Care, L.L.C.
211.	Glendale NH Property, L.L.C.
212.	Golden Hill Real Estate Company, LLC
213.	Gonzales Texas Property, L.L.C.
214.	Great Bend Property, L.L.C.
215.	Greenbough, LLC
216.	Greenville Kentucky Property, L.L.C.
217.	Heritage Monterey Associates, L.L.C.
218.	HHM Aviv, L.L.C.
219.	Hidden Acres Property, L.L.C.
220.	Highland Leasehold, L.L.C.
221.	Hobbs Associates, L.L.C.
222.	Hot Springs Atrium Owner, LLC
223.	Hot Springs Aviv, L.L.C.
224.	Hot Springs Cottages Owner, LLC

[Schedule I – 4th Supplemental Indenture – 2026 Notes]

225.	Hot Springs Marina Owner, LLC
226.	Houston Texas Aviv, L.L.C.
227.	Hutchinson Kansas, L.L.C.
228.	Hutton I Land, LLC (f/k/a Hutton I Land, Inc.)
229.	Hutton II Land, LLC (f/k/a Hutton II Land, Inc.)
230.	Hutton III Land, LLC (f/k/a Hutton III Land, Inc.)
231.	Idaho Associates, L.L.C.
232.	Illinois Missouri Properties, L.L.C.
233.	Indiana Lessor – Wellington Manor, LLC
234.	Iowa Lincoln County Property, L.L.C.
235.	Jasper Springhill Street, L.L.C.
236.	Kansas Five Property, L.L.C.
237.	Karan Associates Two, L.L.C.
238.	Karan Associates, L.L.C.
239.	Karissa Court Property, L.L.C.
240.	KB Northwest Associates, L.L.C.
241.	Kentucky NH Properties, L.L.C.
242.	Kingsville Texas, L.L.C.
243.	LAD I Real Estate Company, LLC
244.	Leatherman 90-1, LLC (f/k/a Leatherman 90-1, Inc.)
245.	Leatherman Partnership 89-1, LLC (f/k/a Leatherman Partnership 89-1, Inc.)
246.	Leatherman Partnership 89-2, LLC (f/k/a Leatherman Partnership 89-2, Inc.)
247.	Louisville Dutchmans Property, L.L.C.
248.	Magnolia Drive Property, L.L.C.
249.	Manor Associates, L.L.C.
250.	Mansfield Aviv, L.L.C.
251.	Massachusetts Nursing Homes, L.L.C.
252.	McCarthy Street Property, L.L.C.
253.	Meridian Arms Land, LLC (f/k/a Meridian Arms Land, Inc.)
254.	Minnesota Associates, L.L.C.
255.	Mishawaka Property, L.L.C.
256.	Missouri Associates, L.L.C.
257.	Missouri Regency Associates, L.L.C.
258.	Montana Associates, L.L.C.
259.	Monterey Park Leasehold Mortgage, L.L.C.
260.	Mount Washington Property, L.L.C.
261.	Mt. Vernon Texas, L.L.C.
262.	Murray County, L.L.C.
263.	Muscatine Toledo Properties, L.L.C.
264.	N.M. Bloomfield Three Plus One Limited Company
265.	N.M. Espanola Three Plus One Limited Company
266.	N.M. Lordsburg Three Plus One Limited Company
267.	N.M. Silver City Three Plus One Limited Company
268.	New Hope Property, L.L.C.

[Schedule I – 4th Supplemental Indenture – 2026 Notes]

269.	Newtown ALF Property, L.L.C.
270.	Nicholasville Kentucky Property, L.L.C.
271.	North Las Vegas LLC
272.	North Royalton Ohio Property, L.L.C.
273.	Norwalk ALF Property, L.L.C.
274.	NRS Ventures, L.L.C.
275.	Oakland Nursing Homes, L.L.C.
276.	Ocean Springs Nursing Home, LLC (f/k/a Ocean Springs Nursing Home, Inc.)
277.	October Associates, L.L.C.
278.	Ogden Associates, L.L.C.
279.	OHI (Connecticut), LLC
280.	OHI (Illinois), LLC(f/k/a OHI (Illinois), Inc.)
281.	OHI (Indiana), LLC
282.	OHI (Iowa), LLC(f/k/a OHI (Iowa), Inc.)
283.	OHI Asset (AR) Ash Flat, LLC
284.	OHI Asset (AR) Camden, LLC
285.	OHI Asset (AR) Conway, LLC
286.	OHI Asset (AR) Des Arc, LLC
287.	OHI Asset (AR) Hot Springs, LLC
288.	OHI Asset (AR) Malvern, LLC
289.	OHI Asset (AR) Mena, LLC
290.	OHI Asset (AR) Pocahontas, LLC
291.	OHI Asset (AR) Sheridan, LLC
292.	OHI Asset (AR) Walnut Ridge, LLC
293.	OHI Asset (AZ) Austin House, LLC
294.	OHI Asset (CA), LLC
295.	OHI Asset (CO), LLC
296.	OHI Asset (CT) Lender, LLC
297.	OHI Asset (FL) Eustis, LLC
298.	OHI Asset (FL) Lake Placid, LLC
299.	OHI Asset (FL) Lender, LLC
300.	OHI Asset (FL) Lutz, LLC
301.	OHI Asset (FL), LLC
302.	OHI Asset (FL) Pensacola - Hillview, LLC
303.	OHI Asset (FL) Pensacola, LLC
304.	OHI Asset (GA) Dunwoody, LLC
305.	OHI Asset (GA) Macon, LLC
306.	OHI Asset (GA) Moultrie, LLC
307.	OHI Asset (GA) Nashville, LLC
308.	OHI Asset (GA) Roswell, LLC
309.	OHI Asset (GA) Snellville, LLC
310.	OHI Asset (GA) Valdosta, LLC
311.	OHI Asset (ID) Holly, LLC
312.	OHI Asset (ID) Midland, LLC
313.	OHI Asset (ID), LLC

[Schedule I – 4th Supplemental Indenture – 2026 Notes]

314.	OHI Asset (IL), LLC
315.	OHI Asset (IN) American Village, LLC
316.	OHI Asset (IN) Anderson, LLC
317.	OHI Asset (IN) Beech Grove, LLC
318.	OHI Asset (IN) Clarksville, LLC
319.	OHI Asset (IN) Clinton, LLC
320.	OHI Asset (IN) Connersville, LLC
321.	OHI Asset (IN) Crown Point, LLC
322.	OHI Asset (IN) Eagle Valley, LLC
323.	OHI Asset (IN) Elkhart, LLC
324.	OHI Asset (IN) Forest Creek, LLC
325.	OHI Asset (IN) Fort Wayne, LLC
326.	OHI Asset (IN) Franklin, LLC
327.	OHI Asset (IN) Greensburg, LLC
328.	OHI Asset (IN) Indianapolis, LLC
329.	OHI Asset (IN) Jasper, LLC
330.	OHI Asset (IN) Kokomo, LLC
331.	OHI Asset (IN) Lafayette, LLC
332.	OHI Asset (IN) Madison, LLC
333.	OHI Asset (IN) Monticello, LLC
334.	OHI Asset (IN) Noblesville, LLC
335.	OHI Asset (IN) Rosewalk, LLC
336.	OHI Asset (IN) Salem, LLC
337.	OHI Asset (IN) Seymour, LLC
338.	OHI Asset (IN) Spring Mill, LLC
339.	OHI Asset (IN) Terre Haute, LLC
340.	OHI Asset (IN) Wabash, LLC
341.	OHI Asset (IN) Westfield, LLC
342.	OHI Asset (IN) Zionsville, LLC
343.	OHI Asset (LA) Baton Rouge, LLC
344.	OHI Asset (LA), LLC
345.	OHI Asset (MD), LLC
346.	OHI Asset (MD) Baltimore - Pall Mall, LLC
347.	OHI Asset (MD) Baltimore - West Belvedere, LLC
348.	OHI Asset (MD) Salisbury, LLC
349.	OHI Asset (MI) Heather Hills, LLC
350.	OHI Asset (MI), LLC
351.	OHI Asset (MI) Carson City, LLC
352.	OHI Asset (MO), LLC
353.	OHI Asset (MS) Byhalia, LLC
354.	OHI Asset (MS) Cleveland, LLC
355.	OHI Asset (MS) Clinton, LLC
356.	OHI Asset (MS) Columbia, LLC
357.	OHI Asset (MS) Corinth, LLC
358.	OHI Asset (MS) Greenwood, LLC
359.	OHI Asset (MS) Grenada, LLC

[Schedule I – 4th Supplemental Indenture – 2026 Notes]

360.	OHI Asset (MS) Holly Springs, LLC
361.	OHI Asset (MS) Indianola, LLC
362.	OHI Asset (MS) Natchez, LLC
363.	OHI Asset (MS) Picayune, LLC
364.	OHI Asset (MS) Vicksburg, LLC
365.	OHI Asset (MS) Yazoo City, LLC
366.	OHI Asset (NC) Biscoe, LLC
367.	OHI Asset (NC) Cornelius, LLC
368.	OHI Asset (NC) Drexel, LLC
369.	OHI Asset (NC) Fayetteville, LLC
370.	OHI Asset (NC) Hallsboro, LLC
371.	OHI Asset (NC) Marion, LLC
372.	OHI Asset (NC) Marshville, LLC
373.	OHI Asset (NC) Mocksville – 1007 Howard Street, LLC
374.	OHI Asset (NC) Mocksville – 1304 Madison Road, LLC
375.	OHI Asset (NC) Nashville, LLC OHI Asset (NC) Raeford, LLC
376.	OHI Asset (NC) Rocky Mount – 1558 S. Winstead, LLC
377.	OHI Asset (NC) Rocky Mount – 415 N. Winstead, LLC
378.	OHI Asset (NC) Salisbury, LLC
379.	OHI Asset (NC) Saluda, LLC
380.	OHI Asset (NC) Shallotte, LLC
381.	OHI Asset (NC) Wadesboro, LLC
382.	OHI Asset (NC) Waynesville, LLC
383.	OHI Asset (NC) Wilmington, LLC
384.	OHI Asset (NC) Winston Salem, LLC
385.	OHI Asset (NY) 2nd Avenue, LLC
386.	OHI Asset (NY) 93rd Street, LLC
387.	OHI Asset (OH) Huber Heights, LLC
388.	OHI Asset (OH) Lender, LLC
389.	OHI Asset (OH), LLC
390.	OHI Asset (OH) New London, LLC
391.	OHI Asset (OR) Portland, LLC
392.	OHI Asset (OH) Steubenville, LLC
393.	OHI Asset (OH) Toledo, LLC
394.	OHI Asset (OR) Troutdale, LLC
395.	OHI Asset (OH) West Carrollton, LLC
396.	OHI Asset (PA) GP, LLC
397.	OHI Asset (PA) West Mifflin, LP
398.	OHI Asset (PA), LLC
399.	OHI Asset (PA), LP
400.	OHI Asset (SC) Aiken, LLC
401.	OHI Asset (SC) Anderson, LLC
402.	OHI Asset (SC) Easley Anne, LLC
403.	OHI Asset (SC) Easley Crestview, LLC
404.	OHI Asset (SC) Edgefield, LLC
405.	OHI Asset (SC) Greenville Griffith, LLC

[Schedule I – 4th Supplemental Indenture – 2026 Notes]

406.	OHI Asset (SC) Greenville Laurens, LLC
407.	OHI Asset (SC) Greenville North, LLC
408.	OHI Asset (SC) Greenville, LLC
409.	OHI Asset (SC) Greer, LLC
410.	OHI Asset (SC) Marietta, LLC
411.	OHI Asset (SC) McCormick, LLC
412.	OHI Asset (SC) Orangeburg, LLC
413.	OHI Asset (SC) Pickens East Cedar, LLC
414.	OHI Asset (SC) Pickens Rosemond, LLC
415.	OHI Asset (SC) Piedmont, LLC
416.	OHI Asset (SC) Simpsonville SE Main, LLC
417.	OHI Asset (SC) Simpsonville West Broad, LLC
418.	OHI Asset (SC) Simpsonville West Curtis, LLC
419.	OHI Asset (TN) Bartlett, LLC
420.	OHI Asset (TN) Collierville, LLC
421.	OHI Asset (TN) Jefferson City, LLC
422.	OHI Asset (TN) Memphis, LLC
423.	OHI Asset (TN) Rogersville, LLC
424.	OHI Asset (TX) Anderson, LLC
425.	OHI Asset (TX) Bryan, LLC
426.	OHI Asset (TX) Burleson, LLC
427.	OHI Asset (TX) College Station, LLC
428.	OHI Asset (TX) Comfort, LLC
429.	OHI Asset (TX) Diboll, LLC
430.	OHI Asset (TX) Granbury, LLC
431.	OHI Asset (TX) Hondo, LLC
432.	OHI Asset (TX) Italy, LLC
433.	OHI Asset (TX) Schertz, LLC
434.	OHI Asset (TX) Winnsboro, LLC
435.	OHI Asset (TX), LLC
436.	OHI Asset (UT) Ogden, LLC
437.	OHI Asset (UT) Provo, LLC
438.	OHI Asset (UT) Roy, LLC
439.	OHI Asset (VA) Charlottesville - 1165 Pepsi Place, LLC
440.	OHI Asset (VA) Charlottesville, LLC
441.	OHI Asset (VA) Chesapeake, LLC
442.	OHI Asset (VA) Farmville, LLC
443.	OHI Asset (VA) Galax, LLC
444.	OHI Asset (VA) Hillsville, LLC
445.	OHI Asset (VA) Madison, LLC
446.	OHI Asset (VA) Martinsville SNF, LLC
447.	OHI Asset (VA) Mechanicsville, LLC
448.	OHI Asset (VA) Norfolk, LLC
449.	OHI Asset (VA) Portsmouth, LLC
450.	OHI Asset (VA) Richmond - 2420 Pemberton Road, LLC
451.	OHI Asset (VA) Richmond - 9101 Bon Air, LLC

[Schedule I – 4th Supplemental Indenture – 2026 Notes]

452.	OHI Asset (VA) Rocky Mount, LLC
453.	OHI Asset (VA) Suffolk, LLC
454.	OHI Asset (WA) Battle Ground, LLC
455.	OHI Asset (WA) Fort Vancouver, LLC
456.	OHI Asset (WV) Danville, LLC
457.	OHI Asset (WV) Ivydale, LLC
458.	OHI Asset CHG ALF, LLC
459.	OHI Asset CSB LLC
460.	OHI Asset CSE – E, LLC
461.	OHI Asset CSE – U, LLC
462.	OHI Asset CSE–E Subsidiary, LLC
463.	OHI Asset CSE–U Subsidiary, LLC
464.	OHI Asset HUD CFG, LLC
465.	OHI Asset HUD Delta, LLC
466.	OHI Asset HUD H-F, LLC
467.	OHI Asset HUD SF CA, LLC
468.	OHI Asset HUD SF, LLC
469.	OHI Asset HUD WO, LLC
470.	OHI Asset II (CA), LLC
471.	OHI Asset II (FL), LLC
472.	OHI Asset II (PA), LP
473.	OHI Asset III (PA), LP
474.	OHI Asset IV (PA) Silver Lake, LP
475.	OHI Asset Management, LLC
476.	OHI Asset RO PMM Services, LLC
477.	OHI Asset RO, LLC
478.	OHI Asset, LLC
479.	OHI Healthcare Properties Holdco, Inc.
480.	OHI Healthcare Properties Limited Partnership
481.	OHI Mezz Lender, LLC
482.	OHI Tennessee, LLC (f/k/a OHI Tennessee, Inc.)
483.	OHIMA, LLC (f/k/a OHIMA, Inc.)
484.	Ohio Aviv Three, L.L.C.
485.	Ohio Aviv Two, L.L.C.
486.	Ohio Aviv, L.L.C.
487.	Ohio Indiana Property, L.L.C.
488.	Ohio Pennsylvania Property, L.L.C.
489.	Oklahoma Two Property, L.L.C.
490.	Oklahoma Warr Wind, L.L.C.
491.	Omaha Associates, L.L.C.
492.	Omega TRS I, Inc.
493.	Orange ALF Property, L.L.C.
494.	Orange Village Care Center, LLC (f/k/a Orange Village Care Center, Inc.)
495.	Orange, L.L.C.
496.	Oregon Associates, L.L.C.

[Schedule I – 4th Supplemental Indenture – 2026 Notes]

497.	Oso Avenue Property, L.L.C.
498.	Ostrom Avenue Property, L.L.C.
499.	Palm Valley Senior Care, LLC
500.	Panama City Nursing Center LLC
501.	Pavillion North Partners, LLC
502.	Pavillion North, LLP
503.	Pavillion Nursing Center North, LLC
504.	Peabody Associates Two, L.L.C.
505.	Peabody Associates, L.L.C.
506.	Pennington Road Property, L.L.C.
507.	Pensacola Real Estate Holdings I, LLC (f/k/a Pensacola Real Estate Holdings I, Inc.)
508.	Pensacola Real Estate Holdings II, LLC (f/k/a Pensacola Real Estate Holdings II, Inc.)
509.	Pensacola Real Estate Holdings III, LLC (f/k/a Pensacola Real Estate Holdings III, Inc.)
510.	Pensacola Real Estate Holdings IV, LLC (f/k/a Pensacola Real Estate Holdings IV, Inc.)
511.	Pensacola Real Estate Holdings V, LLC (f/k/a Pensacola Real Estate Holdings V, Inc.)
512.	Pocatello Idaho Property, L.L.C.
513.	Pomona Vista L.L.C.
514.	Prescott Arkansas, L.L.C.
515.	PV Realty-Clinton, LLC
516.	PV Realty-Kensington, LLC
517.	PV Realty–Willow Tree, LLC
518.	Raton Property Limited Company
519.	Ravenna Ohio Property, L.L.C.
520.	Red Rocks, L.L.C.
521.	Richland Washington, L.L.C.
522.	Ridgecrest Senior Care, LLC
523.	Riverside Nursing Home Associates Two, L.L.C.
524.	Riverside Nursing Home Associates, L.L.C.
525.	Rockingham Drive Property, L.L.C.
526.	Rose Baldwin Park Property L.L.C.
527.	S.C. Portfolio Property, L.L.C.
528.	Salem Associates, L.L.C.
529.	San Juan NH Property, LLC
530.	Sandalwood Arkansas Property, L.L.C.
531.	Santa Ana-Bartlett, L.L.C.
532.	Santa Fe Missouri Associates, L.L.C.
533.	Savoy/Bonham Venture, L.L.C.
534.	Searcy Aviv, L.L.C.
535.	Sedgwick Properties, L.L.C.
536.	Seguin Texas Property, L.L.C.
537.	Sierra Ponds Property, L.L.C.

[Schedule I – 4th Supplemental Indenture – 2026 Notes]

538.	Skyler Boyington, LLC (f/k/a Skyler Boyington, Inc.)
539.	Skyler Florida, LLC (f/k/a Skyler Florida, Inc.)
540.	Skyler Maitland LLC
541.	Skyler Pensacola, LLC (f/k/a Skyler Pensacola, Inc.)
542.	Skyview Associates, L.L.C.
543.	Southeast Missouri Property, L.L.C.
544.	Southern California Nevada, L.L.C.
545.	St. Joseph Missouri Property, L.L.C.
546.	St. Mary’s Properties, LLC (f/k/a St. Mary’s Properties, Inc.)
547.	Star City Arkansas, L.L.C.
548.	Stephenville Texas Property, L.L.C.
549.	Sterling Acquisition, LLC
550.	Stevens Avenue Property, L.L.C.
551.	Sun-Mesa Properties, L.L.C.
552.	Suwanee, LLC
553.	Texas Fifteen Property, L.L.C.
554.	Texas Four Property, L.L.C.
555.	Texas Lessor – Stonegate GP, LLC
556.	Texas Lessor – Stonegate, Limited, LLC
557.	Texas Lessor – Stonegate, LP
558.	Texhoma Avenue Property, L.L.C.
559.	The Suburban Pavilion, LLC (f/k/a The Suburban Pavilion, Inc.)
560.	Tujunga, L.L.C.
561.	Tulare County Property, L.L.C.
562.	VRB Aviv, L.L.C.
563.	Washington Idaho Property, L.L.C.
564.	Washington Lessor – Silverdale, LLC
565.	Washington-Oregon Associates, L.L.C.
566.	Watauga Associates, L.L.C.
567.	Wellington Leasehold, L.L.C.
568.	West Pearl Street, L.L.C.
569.	West Yarmouth Property I, L.L.C.
570.	Westerville Ohio Office Property, L.L.C.
571.	Wheeler Healthcare Associates, L.L.C.
572.	Whitlock Street Property, L.L.C.
573.	Wilcare, LLC
574.	Willis Texas Aviv, L.L.C.
575.	Yuba Aviv, L.L.C.

[Schedule I – 4th Supplemental Indenture – 2026 Notes]

Schedule II

NEW SUBSIDIARIES

1.	OHI Asset (MO) Jackson, LLC
2.	OHI Asset (CO) Brighton, LLC
3.	OHI Asset (CO) Mesa, LLC
4.	OHI Asset (CO) Denver, LLC
5.	OHI Asset (TX) Longview, LLC
6.	OHI Asset (TX) Athens, LLC
7.	OHI Asset (TX) Winnsboro ALF, LLC
8.	OHI Asset (FL) Middleburg, LLC
9.	OHI Asset (SC) Five Forks, LLC
10.	OHI Asset (VA) Midlothian, LLC

[Schedule II – 4th Supplemental Indenture – 2026 Notes]

EX-4.6A

Exhibit 4.6A

FIRST SUPPLEMENTAL INDENTURE

(Senior Notes due 2023)

THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) is dated as of August 9, 2016, among OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation (the “Issuer”), each of the entities listed on Schedule II hereto (collectively, the “New Subsidiaries”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”).

W I T N E S S E T H :

WHEREAS, the Issuer and each of its direct and indirect subsidiaries listed on Schedule I hereto (collectively, the “Subsidiary Guarantors”) have heretofore executed and delivered to the Trustee an Indenture, dated as of July 12, 2016 (the “Indenture”) providing for the issuance of the Issuer’s 4.375 % Senior Notes due 2023 (the “Notes”);

WHEREAS, Section 9.01(a)(4) of the Indenture authorizes the Issuer and the Trustee, together, to amend or supplement the Indenture, without notice to or consent of any Holder of the Notes and without the execution of such amendment or supplement by existing Subsidiary Guarantors, for the purpose of adding any additional Subsidiary Guarantee by any additional Guarantor;

WHEREAS, pursuant to Section 4.09 of the Indenture, the New Subsidiaries are required to become Subsidiary Guarantors;

WHEREAS, in Section 1.01 of the Indenture, the term “Subsidiary Guarantors” is defined to include all Persons that become a Subsidiary Guarantor by the terms of the Indenture after the Closing Date; and

WHEREAS, Section 10.01 of the Indenture provides that each Subsidiary Guarantor shall be a guarantor of the Issuer’s obligations under the Notes, subject to the terms and conditions described in the Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the New Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

[1^st Supplemental Indenture – 2023 Notes]

2. AMENDMENT TO GUARANTEE. The New Subsidiaries hereby agree, jointly and severally with all other Subsidiary Guarantors, to guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in the Indenture, and to be bound by, and to receive the benefit of, all other applicable provisions of the Indenture as Subsidiary Guarantors. Such guarantee shall be evidenced by the New Subsidiaries’ execution of Subsidiary Guarantees, the form of which is attached as Exhibit C to the Indenture, and shall be effective as of the date hereof.

3. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder, member, manager or controlling person of the New Subsidiaries, as such, shall have any liability for any obligations of the Issuer or any Subsidiary Guarantor under the Notes, any Guarantees, the Indenture or this First Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes, by accepting and holding a Note, waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.

4. NEW YORK LAW TO GOVERN. The laws of the State of New York shall govern and be used to construe this First Supplemental Indenture.

5. COUNTERPARTS. The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement.

6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer and the New Subsidiaries.

[Remainder of Page Intentionally Left Blank]

[4th Supplemental Indenture – 2023 Notes]

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed, all as of the date first above written.

ISSUER:
OMEGA HEALTHCARE INVESTORS, INC.,
a Maryland corporation
By:	/s/ Daniel J. Booth
	Daniel J. Booth
	Chief Operating Officer and Secretary
NEW SUBSIDIARIES:
ON BEHALF OF EACH OF THE NEW SUBSIDIARIES LISTED ON SCHEDULE II
By:	/s/ Daniel J. Booth
	Daniel J. Booth
	Chief Operating Officer and Secretary

[Signatures continued on the following page]

[Signature Page – 1st Supplemental Indenture – 2023 Notes]

U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:	/s/ David Ferrell
	Name:	David Ferrell
	Title:	Vice President

[Signature Page – 1st Supplemental Indenture – 2023 Notes]

Schedule I

SUBSIDIARY GUARANTORS

1.	11900 East Artesia Boulevard, LLC
2.	1200 Ely Street Holdings Co. LLC
3.	13922 Cerise Avenue, LLC
4.	1628 B Street, LLC
5.	2400 Parkside Drive, LLC
6.	2425 Teller Avenue, LLC
7.	245 East Wilshire Avenue, LLC
8.	3232 Artesia Real Estate, LLC
9.	3806 Clayton Road, LLC
10.	42235 County Road Holdings Co. LLC
11.	446 Sycamore Road, L.L.C.
12.	48 High Point Road, LLC
13.	523 Hayes Lane, LLC
14.	637 East Romie Lane, LLC
15.	Alamogordo Aviv, L.L.C.
16.	Albany Street Property, L.L.C.
17.	Arizona Lessor - Infinia, LLC
18.	Arkansas Aviv, L.L.C.
19.	Arma Yates, L.L.C.
20.	Avery Street Property, L.L.C
21.	Aviv Asset Management, L.L.C.
22.	Aviv Financing I, L.L.C.
23.	Aviv Financing II, L.L.C.
24.	Aviv Financing III, L.L.C.
25.	Aviv Financing IV, L.L.C.
26.	Aviv Financing V, L.L.C.
27.	Aviv Foothills, L.L.C.
28.	Aviv Healthcare Capital Corporation
29.	Aviv Healthcare Properties Operating Partnership I, L.P.
30.	Aviv Liberty, L.L.C.
31.	Avon Ohio, L.L.C.
32.	Bala Cynwyd Real Estate, LP
33.	Bayside Colorado Healthcare Associates, LLC
34.	Bayside Street II, LLC
35.	Bayside Street, LLC (f/k/a Bayside Street, Inc.)
36.	Belleville Illinois, L.L.C.
37.	Bellingham II Associates, L.L.C.
38.	Bethel ALF Property, L.L.C.
39.	BHG Aviv, L.L.C.
40.	Biglerville Road, L.L.C.
41.	Bonham Texas, L.L.C.

[Schedule I – 1st Supplemental Indenture – 2023 Notes]

42.	Bradenton ALF Property, L.L.C.
43.	Burton NH Property, L.L.C.
44.	California Aviv Two, L.L.C.
45.	California Aviv, L.L.C.
46.	Camas Associates, L.L.C.
47.	Canton Health Care Land, LLC (f/k/a Canton Health Care Land, Inc.)
48.	Carnegie Gardens LLC
49.	Casa/Sierra California Associates, L.L.C.
50.	CFG 2115 Woodstock Place LLC
51.	Champaign Williamson Franklin, L.L.C.
52.	Chardon Ohio Property Holdings, L.L.C.
53.	Chardon Ohio Property, L.L.C.
54.	Chatham Aviv, L.L.C.
55.	Chippewa Valley, L.L.C.
56.	CHR Bartow LLC
57.	CHR Boca Raton  LLC
58.	CHR Bradenton LLC
59.	CHR Cape Coral LLC
60.	CHR Fort Myers LLC
61.	CHR Fort Walton Beach LLC
62.	CHR Lake Wales LLC
63.	CHR Lakeland LLC
64.	CHR Pompano Beach Broward LLC
65.	CHR Pompano Beach LLC
66.	CHR Sanford LLC
67.	CHR Spring Hill LLC
68.	CHR St. Pete Bay LLC
69.	CHR St. Pete Egret LLC
70.	CHR Tampa Carrollwood LLC
71.	CHR Tampa LLC
72.	CHR Tarpon Springs LLC
73.	CHR Titusville LLC
74.	Clarkston Care, L.L.C.
75.	Clayton Associates, L.L.C.
76.	Colonial Gardens, LLC
77.	Colonial Madison Associates, L.L.C.
78.	Colorado Lessor - Conifer, LLC
79.	Columbus Texas Aviv, L.L.C.
80.	Columbus Western Avenue, L.L.C.
81.	Colville Washington Property, L.L.C.
82.	Commerce Nursing Homes, L.L.C.
83.	Commerce Sterling Hart Drive, L.L.C.
84.	Conroe Rigby Owen Road, L.L.C.
85.	CR Aviv, L.L.C.
86.	Crete Plus Five Property, L.L.C.
87.	Crooked River Road, L.L.C.

[Schedule I – 1st Supplemental Indenture – 2023 Notes]

88.	CSE Albany LLC
89.	CSE Amarillo LLC
90.	CSE Arden L.P.
91.	CSE Augusta LLC
92.	CSE Bedford LLC
93.	CSE Blountville LLC
94.	CSE Bolivar LLC
95.	CSE Cambridge LLC
96.	CSE Cambridge Realty LLC
97.	CSE Camden LLC
98.	CSE Canton LLC
99.	CSE Casablanca Holdings II LLC
100.	CSE Casablanca Holdings LLC
101.	CSE Cedar Rapids LLC
102.	CSE Centennial Village, LP
103.	CSE Chelmsford LLC
104.	CSE Chesterton LLC
105.	CSE Claremont LLC
106.	CSE Corpus North LLC
107.	CSE Denver Iliff LLC
108.	CSE Denver LLC
109.	CSE Douglas LLC
110.	CSE Elkton LLC
111.	CSE Elkton Realty LLC
112.	CSE Fairhaven LLC
113.	CSE Fort Wayne LLC
114.	CSE Frankston LLC
115.	CSE Georgetown LLC
116.	CSE Green Bay LLC
117.	CSE Hilliard LLC
118.	CSE Huntingdon LLC
119.	CSE Huntsville LLC
120.	CSE Indianapolis-Continental LLC
121.	CSE Indianapolis-Greenbriar LLC
122.	CSE Jacinto City LLC
123.	CSE Jefferson City LLC
124.	CSE Jeffersonville-Hillcrest Center LLC
125.	CSE Jeffersonville-Jennings House LLC
126.	CSE Kerrville LLC
127.	CSE King L.P.
128.	CSE Kingsport LLC
129.	CSE Knightdale L.P.
130.	CSE Lake City LLC
131.	CSE Lake Worth LLC
132.	CSE Lakewood LLC
133.	CSE Las Vegas LLC

[Schedule I – 1st Supplemental Indenture – 2023 Notes]

134.	CSE Lawrenceburg LLC
135.	CSE Lenoir L.P.
136.	CSE Lexington Park LLC
137.	CSE Lexington Park Realty LLC
138.	CSE Ligonier LLC
139.	CSE Live Oak LLC
140.	CSE Lowell LLC
141.	CSE Marianna Holdings LLC
142.	CSE Memphis LLC
143.	CSE Mobile LLC
144.	CSE Moore LLC
145.	CSE North Carolina Holdings I LLC
146.	CSE North Carolina Holdings II LLC
147.	CSE Omro LLC
148.	CSE Orange Park LLC
149.	CSE Orlando-Pinar Terrace Manor LLC
150.	CSE Orlando-Terra Vista Rehab LLC
151.	CSE Pennsylvania Holdings, LP
152.	CSE Piggott LLC
153.	CSE Pilot Point LLC
154.	CSE Pine View LLC
155.	CSE Ponca City LLC
156.	CSE Port St. Lucie LLC
157.	CSE Richmond LLC
158.	CSE Ripley LLC
159.	CSE Ripon LLC
160.	CSE Safford LLC
161.	CSE Salina LLC
162.	CSE Seminole LLC
163.	CSE Shawnee LLC
164.	CSE Spring Branch LLC
165.	CSE Stillwater LLC
166.	CSE Taylorsville LLC
167.	CSE Texarkana LLC
168.	CSE Texas City LLC
169.	CSE The Village LLC
170.	CSE Upland LLC
171.	CSE Walnut Cove L.P.
172.	CSE West Point LLC
173.	CSE Whitehouse LLC
174.	CSE Williamsport LLC
175.	CSE Winter Haven LLC
176.	CSE Woodfin L.P.
177.	CSE Yorktown LLC
178.	Cuyahoga Falls Property, L.L.C.
179.	Dallas Two Property, L.L.C.

[Schedule I – 1st Supplemental Indenture – 2023 Notes]

180.	Danbury ALF Property, L.L.C.
181.	Darien ALF Property, L.L.C.
182.	Delta Investors I, LLC
183.	Delta Investors II, LLC
184.	Denison Texas, L.L.C.
185.	Desert Lane LLC
186.	Dixie White House Nursing Home, LLC (f/k/a Dixie White House Nursing Home, Inc.)
187.	Dixon Health Care Center, LLC (f/k/a Dixon Health Care Center, Inc.)
188.	East Rollins Street, L.L.C.
189.	Edgewood Drive Property, L.L.C.
190.	Effingham Associates, L.L.C.
191.	Elite Mattoon, L.L.C.
192.	Elite Yorkville, L.L.C.
193.	Encanto Senior Care, LLC
194.	Falcon Four Property Holding, L.L.C.
195.	Falcon Four Property, L.L.C.
196.	Falfurrias Texas, L.L.C.
197.	Florida ALF Properties, L.L.C.
198.	Florida Four Properties, L.L.C.
199.	Florida Lessor – Meadowview, LLC
200.	Florida Real Estate Company, LLC
201.	Fort Stockton Property, L.L.C.
202.	Four Fountains Aviv, L.L.C.
203.	Fredericksburg South Adams Street, L.L.C.
204.	Freewater Oregon, L.L.C.
205.	Fullerton California, L.L.C.
206.	G&L Gardens, LLC
207.	Gardnerville Property, L.L.C.
208.	Georgia Lessor - Bonterra/Parkview, LLC
209.	Germantown Property, L.L.C.
210.	Giltex Care, L.L.C.
211.	Glendale NH Property, L.L.C.
212.	Golden Hill Real Estate Company, LLC
213.	Gonzales Texas Property, L.L.C.
214.	Great Bend Property, L.L.C.
215.	Greenbough, LLC
216.	Greenville Kentucky Property, L.L.C.
217.	Heritage Monterey Associates, L.L.C.
218.	HHM Aviv, L.L.C.
219.	Hidden Acres Property, L.L.C.
220.	Highland Leasehold, L.L.C.
221.	Hobbs Associates, L.L.C.
222.	Hot Springs Atrium Owner, LLC
223.	Hot Springs Aviv, L.L.C.
224.	Hot Springs Cottages Owner, LLC

[Schedule I – 1st Supplemental Indenture – 2023 Notes]

225.	Hot Springs Marina Owner, LLC
226.	Houston Texas Aviv, L.L.C.
227.	Hutchinson Kansas, L.L.C.
228.	Hutton I Land, LLC (f/k/a Hutton I Land, Inc.)
229.	Hutton II Land, LLC (f/k/a Hutton II Land, Inc.)
230.	Hutton III Land, LLC (f/k/a Hutton III Land, Inc.)
231.	Idaho Associates, L.L.C.
232.	Illinois Missouri Properties, L.L.C.
233.	Indiana Lessor – Wellington Manor, LLC
234.	Iowa Lincoln County Property, L.L.C.
235.	Jasper Springhill Street, L.L.C.
236.	Kansas Five Property, L.L.C.
237.	Karan Associates Two, L.L.C.
238.	Karan Associates, L.L.C.
239.	Karissa Court Property, L.L.C.
240.	KB Northwest Associates, L.L.C.
241.	Kentucky NH Properties, L.L.C.
242.	Kingsville Texas, L.L.C.
243.	LAD I Real Estate Company, LLC
244.	Leatherman 90-1, LLC (f/k/a Leatherman 90-1, Inc.)
245.	Leatherman Partnership 89-1, LLC (f/k/a Leatherman Partnership 89-1, Inc.)
246.	Leatherman Partnership 89-2, LLC (f/k/a Leatherman Partnership 89-2, Inc.)
247.	Louisville Dutchmans Property, L.L.C.
248.	Magnolia Drive Property, L.L.C.
249.	Manor Associates, L.L.C.
250.	Mansfield Aviv, L.L.C.
251.	Massachusetts Nursing Homes, L.L.C.
252.	McCarthy Street Property, L.L.C.
253.	Meridian Arms Land, LLC (f/k/a Meridian Arms Land, Inc.)
254.	Minnesota Associates, L.L.C.
255.	Mishawaka Property, L.L.C.
256.	Missouri Associates, L.L.C.
257.	Missouri Regency Associates, L.L.C.
258.	Montana Associates, L.L.C.
259.	Monterey Park Leasehold Mortgage, L.L.C.
260.	Mount Washington Property, L.L.C.
261.	Mt. Vernon Texas, L.L.C.
262.	Murray County, L.L.C.
263.	Muscatine Toledo Properties, L.L.C.
264.	N.M. Bloomfield Three Plus One Limited Company
265.	N.M. Espanola Three Plus One Limited Company
266.	N.M. Lordsburg Three Plus One Limited Company
267.	N.M. Silver City Three Plus One Limited Company
268.	New Hope Property, L.L.C.

[Schedule I – 1st Supplemental Indenture – 2023 Notes]

269.	Newtown ALF Property, L.L.C.
270.	Nicholasville Kentucky Property, L.L.C.
271.	North Las Vegas LLC
272.	North Royalton Ohio Property, L.L.C.
273.	Norwalk ALF Property, L.L.C.
274.	NRS Ventures, L.L.C.
275.	Oakland Nursing Homes, L.L.C.
276.	Ocean Springs Nursing Home, LLC (f/k/a Ocean Springs Nursing Home, Inc.)
277.	October Associates, L.L.C.
278.	Ogden Associates, L.L.C.
279.	OHI (Connecticut), LLC
280.	OHI (Illinois), LLC(f/k/a OHI (Illinois), Inc.)
281.	OHI (Indiana), LLC
282.	OHI (Iowa), LLC(f/k/a OHI (Iowa), Inc.)
283.	OHI Asset (AR) Ash Flat, LLC
284.	OHI Asset (AR) Camden, LLC
285.	OHI Asset (AR) Conway, LLC
286.	OHI Asset (AR) Des Arc, LLC
287.	OHI Asset (AR) Hot Springs, LLC
288.	OHI Asset (AR) Malvern, LLC
289.	OHI Asset (AR) Mena, LLC
290.	OHI Asset (AR) Pocahontas, LLC
291.	OHI Asset (AR) Sheridan, LLC
292.	OHI Asset (AR) Walnut Ridge, LLC
293.	OHI Asset (AZ) Austin House, LLC
294.	OHI Asset (CA), LLC
295.	OHI Asset (CO), LLC
296.	OHI Asset (CT) Lender, LLC
297.	OHI Asset (FL) Eustis, LLC
298.	OHI Asset (FL) Lake Placid, LLC
299.	OHI Asset (FL) Lender, LLC
300.	OHI Asset (FL) Lutz, LLC
301.	OHI Asset (FL), LLC
302.	OHI Asset (FL) Pensacola - Hillview, LLC
303.	OHI Asset (FL) Pensacola, LLC
304.	OHI Asset (GA) Dunwoody, LLC
305.	OHI Asset (GA) Macon, LLC
306.	OHI Asset (GA) Moultrie, LLC
307.	OHI Asset (GA) Nashville, LLC
308.	OHI Asset (GA) Roswell, LLC
309.	OHI Asset (GA) Snellville, LLC
310.	OHI Asset (GA) Valdosta, LLC
311.	OHI Asset (ID) Holly, LLC
312.	OHI Asset (ID) Midland, LLC
313.	OHI Asset (ID), LLC

[Schedule I – 1st Supplemental Indenture – 2023 Notes]

314.	OHI Asset (IL), LLC
315.	OHI Asset (IN) American Village, LLC
316.	OHI Asset (IN) Anderson, LLC
317.	OHI Asset (IN) Beech Grove, LLC
318.	OHI Asset (IN) Clarksville, LLC
319.	OHI Asset (IN) Clinton, LLC
320.	OHI Asset (IN) Connersville, LLC
321.	OHI Asset (IN) Crown Point, LLC
322.	OHI Asset (IN) Eagle Valley, LLC
323.	OHI Asset (IN) Elkhart, LLC
324.	OHI Asset (IN) Forest Creek, LLC
325.	OHI Asset (IN) Fort Wayne, LLC
326.	OHI Asset (IN) Franklin, LLC
327.	OHI Asset (IN) Greensburg, LLC
328.	OHI Asset (IN) Indianapolis, LLC
329.	OHI Asset (IN) Jasper, LLC
330.	OHI Asset (IN) Kokomo, LLC
331.	OHI Asset (IN) Lafayette, LLC
332.	OHI Asset (IN) Madison, LLC
333.	OHI Asset (IN) Monticello, LLC
334.	OHI Asset (IN) Noblesville, LLC
335.	OHI Asset (IN) Rosewalk, LLC
336.	OHI Asset (IN) Salem, LLC
337.	OHI Asset (IN) Seymour, LLC
338.	OHI Asset (IN) Spring Mill, LLC
339.	OHI Asset (IN) Terre Haute, LLC
340.	OHI Asset (IN) Wabash, LLC
341.	OHI Asset (IN) Westfield, LLC
342.	OHI Asset (IN) Zionsville, LLC
343.	OHI Asset (LA) Baton Rouge, LLC
344.	OHI Asset (LA), LLC
345.	OHI Asset (MD), LLC
346.	OHI Asset (MD) Baltimore - Pall Mall, LLC
347.	OHI Asset (MD) Baltimore - West Belvedere, LLC
348.	OHI Asset (MD) Salisbury, LLC
349.	OHI Asset (MI) Heather Hills, LLC
350.	OHI Asset (MI), LLC
351.	OHI Asset (MI) Carson City, LLC
352.	OHI Asset (MO), LLC
353.	OHI Asset (MS) Byhalia, LLC
354.	OHI Asset (MS) Cleveland, LLC
355.	OHI Asset (MS) Clinton, LLC
356.	OHI Asset (MS) Columbia, LLC
357.	OHI Asset (MS) Corinth, LLC
358.	OHI Asset (MS) Greenwood, LLC
359.	OHI Asset (MS) Grenada, LLC

[Schedule I – 1st Supplemental Indenture – 2023 Notes]

360.	OHI Asset (MS) Holly Springs, LLC
361.	OHI Asset (MS) Indianola, LLC
362.	OHI Asset (MS) Natchez, LLC
363.	OHI Asset (MS) Picayune, LLC
364.	OHI Asset (MS) Vicksburg, LLC
365.	OHI Asset (MS) Yazoo City, LLC
366.	OHI Asset (NC) Biscoe, LLC
367.	OHI Asset (NC) Cornelius, LLC
368.	OHI Asset (NC) Drexel, LLC
369.	OHI Asset (NC) Fayetteville, LLC
370.	OHI Asset (NC) Hallsboro, LLC
371.	OHI Asset (NC) Marion, LLC
372.	OHI Asset (NC) Marshville, LLC
373.	OHI Asset (NC) Mocksville – 1007 Howard Street, LLC
374.	OHI Asset (NC) Mocksville – 1304 Madison Road, LLC
375.	OHI Asset (NC) Nashville, LLC OHI Asset (NC) Raeford, LLC
376.	OHI Asset (NC) Rocky Mount – 1558 S. Winstead, LLC
377.	OHI Asset (NC) Rocky Mount – 415 N. Winstead, LLC
378.	OHI Asset (NC) Salisbury, LLC
379.	OHI Asset (NC) Saluda, LLC
380.	OHI Asset (NC) Shallotte, LLC
381.	OHI Asset (NC) Wadesboro, LLC
382.	OHI Asset (NC) Waynesville, LLC
383.	OHI Asset (NC) Wilmington, LLC
384.	OHI Asset (NC) Winston Salem, LLC
385.	OHI Asset (NY) 2nd Avenue, LLC
386.	OHI Asset (NY) 93rd Street, LLC
387.	OHI Asset (OH) Huber Heights, LLC
388.	OHI Asset (OH) Lender, LLC
389.	OHI Asset (OH), LLC
390.	OHI Asset (OH) New London, LLC
391.	OHI Asset (OR) Portland, LLC
392.	OHI Asset (OH) Steubenville, LLC
393.	OHI Asset (OH) Toledo, LLC
394.	OHI Asset (OR) Troutdale, LLC
395.	OHI Asset (OH) West Carrollton, LLC
396.	OHI Asset (PA) GP, LLC
397.	OHI Asset (PA) West Mifflin, LP
398.	OHI Asset (PA), LLC
399.	OHI Asset (PA), LP
400.	OHI Asset (SC) Aiken, LLC
401.	OHI Asset (SC) Anderson, LLC
402.	OHI Asset (SC) Easley Anne, LLC
403.	OHI Asset (SC) Easley Crestview, LLC
404.	OHI Asset (SC) Edgefield, LLC
405.	OHI Asset (SC) Greenville Griffith, LLC

[Schedule I – 1st Supplemental Indenture – 2023 Notes]

406.	OHI Asset (SC) Greenville Laurens, LLC
407.	OHI Asset (SC) Greenville North, LLC
408.	OHI Asset (SC) Greenville, LLC
409.	OHI Asset (SC) Greer, LLC
410.	OHI Asset (SC) Marietta, LLC
411.	OHI Asset (SC) McCormick, LLC
412.	OHI Asset (SC) Orangeburg, LLC
413.	OHI Asset (SC) Pickens East Cedar, LLC
414.	OHI Asset (SC) Pickens Rosemond, LLC
415.	OHI Asset (SC) Piedmont, LLC
416.	OHI Asset (SC) Simpsonville SE Main, LLC
417.	OHI Asset (SC) Simpsonville West Broad, LLC
418.	OHI Asset (SC) Simpsonville West Curtis, LLC
419.	OHI Asset (TN) Bartlett, LLC
420.	OHI Asset (TN) Collierville, LLC
421.	OHI Asset (TN) Jefferson City, LLC
422.	OHI Asset (TN) Memphis, LLC
423.	OHI Asset (TN) Rogersville, LLC
424.	OHI Asset (TX) Anderson, LLC
425.	OHI Asset (TX) Bryan, LLC
426.	OHI Asset (TX) Burleson, LLC
427.	OHI Asset (TX) College Station, LLC
428.	OHI Asset (TX) Comfort, LLC
429.	OHI Asset (TX) Diboll, LLC
430.	OHI Asset (TX) Granbury, LLC
431.	OHI Asset (TX) Hondo, LLC
432.	OHI Asset (TX) Italy, LLC
433.	OHI Asset (TX) Schertz, LLC
434.	OHI Asset (TX) Winnsboro, LLC
435.	OHI Asset (TX), LLC
436.	OHI Asset (UT) Ogden, LLC
437.	OHI Asset (UT) Provo, LLC
438.	OHI Asset (UT) Roy, LLC
439.	OHI Asset (VA) Charlottesville - 1165 Pepsi Place, LLC
440.	OHI Asset (VA) Charlottesville, LLC
441.	OHI Asset (VA) Chesapeake, LLC
442.	OHI Asset (VA) Farmville, LLC
443.	OHI Asset (VA) Galax, LLC
444.	OHI Asset (VA) Hillsville, LLC
445.	OHI Asset (VA) Madison, LLC
446.	OHI Asset (VA) Martinsville SNF, LLC
447.	OHI Asset (VA) Mechanicsville, LLC
448.	OHI Asset (VA) Norfolk, LLC
449.	OHI Asset (VA) Portsmouth, LLC
450.	OHI Asset (VA) Richmond - 2420 Pemberton Road, LLC
451.	OHI Asset (VA) Richmond - 9101 Bon Air, LLC

[Schedule I – 1st Supplemental Indenture – 2023 Notes]

452.	OHI Asset (VA) Rocky Mount, LLC
453.	OHI Asset (VA) Suffolk, LLC
454.	OHI Asset (WA) Battle Ground, LLC
455.	OHI Asset (WA) Fort Vancouver, LLC
456.	OHI Asset (WV) Danville, LLC
457.	OHI Asset (WV) Ivydale, LLC
458.	OHI Asset CHG ALF, LLC
459.	OHI Asset CSB LLC
460.	OHI Asset CSE – E, LLC
461.	OHI Asset CSE – U, LLC
462.	OHI Asset CSE–E Subsidiary, LLC
463.	OHI Asset CSE–U Subsidiary, LLC
464.	OHI Asset HUD CFG, LLC
465.	OHI Asset HUD Delta, LLC
466.	OHI Asset HUD H-F, LLC
467.	OHI Asset HUD SF CA, LLC
468.	OHI Asset HUD SF, LLC
469.	OHI Asset HUD WO, LLC
470.	OHI Asset II (CA), LLC
471.	OHI Asset II (FL), LLC
472.	OHI Asset II (PA), LP
473.	OHI Asset III (PA), LP
474.	OHI Asset IV (PA) Silver Lake, LP
475.	OHI Asset Management, LLC
476.	OHI Asset RO PMM Services, LLC
477.	OHI Asset RO, LLC
478.	OHI Asset, LLC
479.	OHI Healthcare Properties Holdco, Inc.
480.	OHI Healthcare Properties Limited Partnership
481.	OHI Mezz Lender, LLC
482.	OHI Tennessee, LLC (f/k/a OHI Tennessee, Inc.)
483.	OHIMA, LLC (f/k/a OHIMA, Inc.)
484.	Ohio Aviv Three, L.L.C.
485.	Ohio Aviv Two, L.L.C.
486.	Ohio Aviv, L.L.C.
487.	Ohio Indiana Property, L.L.C.
488.	Ohio Pennsylvania Property, L.L.C.
489.	Oklahoma Two Property, L.L.C.
490.	Oklahoma Warr Wind, L.L.C.
491.	Omaha Associates, L.L.C.
492.	Omega TRS I, Inc.
493.	Orange ALF Property, L.L.C.
494.	Orange Village Care Center, LLC (f/k/a Orange Village Care Center, Inc.)
495.	Orange, L.L.C.
496.	Oregon Associates, L.L.C.

[Schedule I – 1st Supplemental Indenture – 2023 Notes]

497.	Oso Avenue Property, L.L.C.
498.	Ostrom Avenue Property, L.L.C.
499.	Palm Valley Senior Care, LLC
500.	Panama City Nursing Center LLC
501.	Pavillion North Partners, LLC
502.	Pavillion North, LLP
503.	Pavillion Nursing Center North, LLC
504.	Peabody Associates Two, L.L.C.
505.	Peabody Associates, L.L.C.
506.	Pennington Road Property, L.L.C.
507.	Pensacola Real Estate Holdings I, LLC (f/k/a Pensacola Real Estate Holdings I, Inc.)
508.	Pensacola Real Estate Holdings II, LLC (f/k/a Pensacola Real Estate Holdings II, Inc.)
509.	Pensacola Real Estate Holdings III, LLC (f/k/a Pensacola Real Estate Holdings III, Inc.)
510.	Pensacola Real Estate Holdings IV, LLC (f/k/a Pensacola Real Estate Holdings IV, Inc.)
511.	Pensacola Real Estate Holdings V, LLC (f/k/a Pensacola Real Estate Holdings V, Inc.)
512.	Pocatello Idaho Property, L.L.C.
513.	Pomona Vista L.L.C.
514.	Prescott Arkansas, L.L.C.
515.	PV Realty-Clinton, LLC
516.	PV Realty-Kensington, LLC
517.	PV Realty–Willow Tree, LLC
518.	Raton Property Limited Company
519.	Ravenna Ohio Property, L.L.C.
520.	Red Rocks, L.L.C.
521.	Richland Washington, L.L.C.
522.	Ridgecrest Senior Care, LLC
523.	Riverside Nursing Home Associates Two, L.L.C.
524.	Riverside Nursing Home Associates, L.L.C.
525.	Rockingham Drive Property, L.L.C.
526.	Rose Baldwin Park Property L.L.C.
527.	S.C. Portfolio Property, L.L.C.
528.	Salem Associates, L.L.C.
529.	San Juan NH Property, LLC
530.	Sandalwood Arkansas Property, L.L.C.
531.	Santa Ana-Bartlett, L.L.C.
532.	Santa Fe Missouri Associates, L.L.C.
533.	Savoy/Bonham Venture, L.L.C.
534.	Searcy Aviv, L.L.C.
535.	Sedgwick Properties, L.L.C.
536.	Seguin Texas Property, L.L.C.
537.	Sierra Ponds Property, L.L.C.

[Schedule I – 1st Supplemental Indenture – 2023 Notes]

538.	Skyler Boyington, LLC (f/k/a Skyler Boyington, Inc.)
539.	Skyler Florida, LLC (f/k/a Skyler Florida, Inc.)
540.	Skyler Maitland LLC
541.	Skyler Pensacola, LLC (f/k/a Skyler Pensacola, Inc.)
542.	Skyview Associates, L.L.C.
543.	Southeast Missouri Property, L.L.C.
544.	Southern California Nevada, L.L.C.
545.	St. Joseph Missouri Property, L.L.C.
546.	St. Mary’s Properties, LLC (f/k/a St. Mary’s Properties, Inc.)
547.	Star City Arkansas, L.L.C.
548.	Stephenville Texas Property, L.L.C.
549.	Sterling Acquisition, LLC
550.	Stevens Avenue Property, L.L.C.
551.	Sun-Mesa Properties, L.L.C.
552.	Suwanee, LLC
553.	Texas Fifteen Property, L.L.C.
554.	Texas Four Property, L.L.C.
555.	Texas Lessor – Stonegate GP, LLC
556.	Texas Lessor – Stonegate, Limited, LLC
557.	Texas Lessor – Stonegate, LP
558.	Texhoma Avenue Property, L.L.C.
559.	The Suburban Pavilion, LLC (f/k/a The Suburban Pavilion, Inc.)
560.	Tujunga, L.L.C.
561.	Tulare County Property, L.L.C.
562.	VRB Aviv, L.L.C.
563.	Washington Idaho Property, L.L.C.
564.	Washington Lessor – Silverdale, LLC
565.	Washington-Oregon Associates, L.L.C.
566.	Watauga Associates, L.L.C.
567.	Wellington Leasehold, L.L.C.
568.	West Pearl Street, L.L.C.
569.	West Yarmouth Property I, L.L.C.
570.	Westerville Ohio Office Property, L.L.C.
571.	Wheeler Healthcare Associates, L.L.C.
572.	Whitlock Street Property, L.L.C.
573.	Wilcare, LLC
574.	Willis Texas Aviv, L.L.C.
575.	Yuba Aviv, L.L.C.

[Schedule I – 1st Supplemental Indenture – 2023 Notes]

Schedule II

NEW SUBSIDIARIES

1.	OHI Asset (MO) Jackson, LLC
2.	OHI Asset (CO) Brighton, LLC
3.	OHI Asset (CO) Mesa, LLC
4.	OHI Asset (CO) Denver, LLC
5.	OHI Asset (TX) Longview, LLC
6.	OHI Asset (TX) Athens, LLC
7.	OHI Asset (TX) Winnsboro ALF, LLC
8.	OHI Asset (FL) Middleburg, LLC
9.	OHI Asset (SC) Five Forks, LLC
10.	OHI Asset (VA) Midlothian, LLC

[Schedule II – 1st Supplemental Indenture – 2023 Notes]

EX-12.1

Exhibit 12.1

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our ratio of earnings to fixed charges on a reported basis for the periods indicated. Earnings consist of income from continuing operations plus fixed charges. Fixed charges consist of interest expense, amortization of deferred financing costs and costs related to retiring certain debt early. We have calculated the ratio of earnings to fixed charges by adding net income from continuing operations to fixed charges and dividing that sum by such fixed charges.

	Year Ended December 31,															Nine Months Ended September 30,
	2011			2012			2013			2014			2015			2015			2016
	(in thousands)
Net Income	$	52,606		$	120,698		$	172,521		$	221,349		$	233,315		$	169,772		$	253,484
Interest expense (1)		86,899			106,096			92,048			126,869			183,208			122,173			128,685
Income before fixed charges	$	139,505		$	226,794		$	264,569		$	348,218		$	416,523		$	291,945		$	382,169
Capitalized interest	$	139		$	240		$	190		$	—		$	3,701		$	1,945		$	4,765
Interest expense (1)		86,899			106,096			92,048			126,869			183,208			122,173			128,685
Total fixed charges	$	87,038		$	106,336		$	92,238		$	126,869		$	186,909		$	124,118		$	133,450
Earnings / fixed charge coverage ratio		1.6	x		2.1	x		2.9	x		2.7	x		2.2	x		2.4	x		2.9	x

⁽¹⁾ Includes interest refinancing costs, gains and losses on refinancing and amortization of deferred financing costs.

EX-31.1

Exhibit 31.1

RULE 13a-14(a)/15d-14(a) CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Certification

I, C. Taylor Pickett, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Omega Healthcare Investors, Inc.;

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

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

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

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

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

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

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

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

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

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

Date:     November 8, 2016

/S/ C. TAYLOR PICKETT

C. Taylor Pickett

Chief Executive Officer

EX-31.2

Exhibit 31.2

RULE 13a-14(a)/15d-14(a) CERTIFICATION OF CHIEF FINANCIAL OFFICER

Certifications

I, Robert O. Stephenson, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Omega Healthcare Investors, Inc.;

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

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

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

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

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

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

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

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

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

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

Date:     November 8, 2016

/S/ ROBERT O. STEPHENSON

Robert O. Stephenson

Chief Financial Officer

EX-32.1

EXHIBIT 32.1

SECTION 1350 CERTIFICATION

OF THE CHIEF EXECUTIVE OFFICER

I, C. Taylor Pickett, Chief Executive Officer of Omega Healthcare Investors, Inc. (the “Company”), hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to the best of my knowledge:

(1) the Quarterly Report on Form 10-Q of the Company for the three months ended September 30, 2016 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

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

Date:     November 8, 2016

/S/	C. TAYLOR PICKETT
	C. Taylor Pickett
	Chief Executive Officer

EX-32.2

EXHIBIT 32.2

SECTION 1350 CERTIFICATION

OF THE CHIEF FINANCIAL OFFICER

I, Robert O. Stephenson, Chief Financial Officer of Omega Healthcare Investors, Inc. (the “Company”), hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to the best of my knowledge:

(1) the Quarterly Report on Form 10-Q of the Company for the three months ended September 30, 2016 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

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

Date:     November 8, 2016

/S/	ROBERT O. STEPHENSON
	Robert O. Stephenson
	Chief Financial Officer

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Nov. 04, 2016
Document and Entity Information [Abstract]
Entity Registrant Name	OMEGA HEALTHCARE INVESTORS INC
Entity Central Index Key	0000888491
Trading Symbol	ohi
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock Shares Outstanding		195,142,685
Document Type	10-Q
Document Period End Date	Sep. 30, 2016
Amendment Flag	false
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q3

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Real estate properties
Land and buildings	$ 7,593,886	$ 6,743,958
Less accumulated depreciation	(1,186,077)	(1,019,150)
Real estate properties - net	6,407,809	5,724,808
Investments in direct financing leases - net	597,779	587,701
Mortgage notes receivable	624,339	679,795
Total	7,629,927	6,992,304
Other investments	277,251	89,299
Total	7,907,178	7,081,603
Assets held for sale - net	91,210	6,599
Total investments	7,998,388	7,088,202
Cash and cash equivalents	32,567	5,424
Restricted cash	12,282	14,607
Accounts receivable - net	225,225	203,862
Goodwill	644,129	645,683
Other assets	69,772	61,231
Total assets	8,982,363	8,019,009
LIABILITIES AND EQUITY
Revolving line of credit	223,000	230,000
Term loans	1,100,000	750,000
Secured borrowings - net	55,271	236,204
Unsecured borrowings - net	3,055,368	2,352,882
Accrued expenses and other liabilities	361,596	333,706
Deferred income taxes	11,937	15,352
Total liabilities	4,807,172	3,918,144
Equity:
Common stock $.10 par value authorized - 350,000 shares, issued and outstanding - 195,136 shares as of September 30, 2016 and 187,399 as of December 31, 2015	19,514	18,740
Common stock - additional paid-in capital	4,827,877	4,609,474
Cumulative net earnings	1,614,678	1,372,522
Cumulative dividends paid	(2,587,841)	(2,254,038)
Accumulated other comprehensive loss	(52,170)	(8,712)
Total stockholders' equity	3,822,058	3,737,986
Noncontrolling interest	353,133	362,879
Total equity	4,175,191	4,100,865
Total liabilities and equity	$ 8,982,363	$ 8,019,009

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CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares shares in Thousands	Sep. 30, 2016	Dec. 31, 2015
Statement Of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.10	$ 0.10
Common stock, shares authorized	350,000	350,000
Common stock, shares issued	195,136	187,399
Common stock, shares outstanding	195,136	187,399

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CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands				3 Months Ended		9 Months Ended
	Jul. 14, 2016	Apr. 14, 2016	Jan. 14, 2016	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Revenue
Rental income				$ 185,837	$ 166,623	$ 548,994	$ 430,699
Income from direct financing leases				15,611	15,216	46,574	44,582
Mortgage interest income				15,996	17,195	53,973	51,336
Other investment income - net				7,194	2,940	16,800	6,488
Total operating revenues				224,638	201,974	666,341	533,105
Expenses
Depreciation and amortization				68,316	60,143	196,254	149,909
General and administrative				12,428	10,160	34,715	26,482
Acquisition and merger related costs				2,309	3,555	9,584	55,507
Impairment loss on real estate properties				17,275	1,743	58,726	14,641
(Recovery) provision for uncollectible mortgages, notes and accounts receivable				(3)	301	3,967	292
Total operating expenses				100,325	75,902	303,246	246,831
Income before other income and expense				124,313	126,072	363,095	286,274
Other income (expense)
Interest income				157	5	169	205
Interest expense				(42,855)	(38,169)	(119,728)	(108,776)
Interest - amortization of deferred financing costs				(2,502)	(1,857)	(6,844)	(5,036)
Interest - refinancing costs				(1,815)		(2,113)	(8,361)
Realized loss on foreign exchange				(222)		(244)
Total other expense				(47,237)	(40,021)	(128,760)	(121,968)
Income before gain (loss) on assets sold				77,076	86,051	234,335	164,306
Gain (loss) on assets sold - net				5,139	(2,391)	19,931	6,411
Income from continuing operations before income taxes				82,215	83,660	254,266	170,717
Income taxes				(81)	(406)	(782)	(945)
Net income				82,134	83,254	253,484	169,772
Net income attributable to noncontrolling interest				(3,585)	(3,852)	(11,328)	(5,890)
Net income available to common stockholders				$ 78,549	$ 79,402	$ 242,156	$ 163,882
Basic:
Net income available to common stockholders (in dollars per share)				$ 0.40	$ 0.43	$ 1.27	$ 0.98
Diluted:
Net income (in dollars per share)				0.40	0.43	1.26	0.97
Dividends declared per common share (in dollars per share)	$ 0.60	$ 0.58	$ 0.57	$ 0.60	$ 0.55	$ 1.75	$ 1.62
Weighted-average shares outstanding, basic (in shares)				194,123	184,739	190,444	167,261
Weighted-average shares outstanding, diluted (in shares)				204,078	195,183	200,528	174,824

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Statement of Comprehensive Income [Abstract]
Net income		$ 82,134	$ 83,254	$ 253,484	$ 169,772
Other comprehensive income (loss)
Foreign currency translation		(6,845)	(6,789)	(33,411)	(3,950)
Cash flow hedges		980		(12,094)
Total other comprehensive income (loss)		(5,865)	(6,789)	(45,505)	(3,950)
Comprehensive income		76,269	76,465	207,979	165,822
Comprehensive income attributable to noncontrolling interest	[1]	(3,329)	(3,537)	(9,282)	(5,708)
Comprehensive income attributable to common stockholders	[1]	$ 72,940	$ 72,928	$ 198,697	$ 160,114

[1] The 2015 amounts have been adjusted to increase the comprehensive income attributable to the noncontrolling interest and decrease the comprehensive income attributable to common stockholders by $3.9 million and $5.9 million for the three and nine month periods, respectively.

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (Parenthetical) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2015
Statement of Comprehensive Income [Abstract]
Adjustments made in comprehensive income attributable to noncontrolling interest and comprehensive income attributable to common stockholders	$ 3.9	$ 5.9

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Unaudited) - 9 months ended Sep. 30, 2016 - USD ($) $ in Thousands	Common Stock	Additional Paid-in Capital	Cumulative Net Earnings	Cumulative Dividends Paid	Accumulated Other Comprehensive Loss	Total Stockholders' Equity	Noncontrolling interest	Total
Balance (187,399 common shares & 8,956 OP Units) at Dec. 31, 2015	$ 18,740	$ 4,609,474	$ 1,372,522	$ (2,254,038)	$ (8,712)	$ 3,737,986	$ 362,879	$ 4,100,865
Increase (Decrease) In Stockholders' Equity [Roll Forward]
Grant of restricted stock to company directors (18 shares at $33.09 per share)	2	(2)
Restricted stock expense		10,116				10,116		10,116
Payments for vesting of equity compensation plan (770 shares)	77	(23,480)				(23,403)		(23,403)
Dividend reinvestment plan (6,870 shares at an average of $33.49 per share)	687	229,082				229,769		229,769
Grant of stock as payment of directors fees (8 shares at an average of $32.07 per share)	1	249				250		250
Deferred compensation directors		(111)				(111)		(111)
Common dividends declared ($1.75 per share)				(333,803)		(333,803)		(333,803)
Conversion of OP Units to Common stock (71 shares at $35.68 per share)	7	2,559				2,566		2,566
Redemption of OP Units (94 units)		(10)				(10)	(3,289)	(3,299)
OP units distributions							(15,738)	(15,738)
Foreign currency translation					(31,912)	(31,912)	(1,499)	(33,411)
Cash flow hedges					(11,546)	(11,546)	(548)	(12,094)
Net income			242,156			242,156	11,328	253,484
Balance (195,136 shares & 8,862 OP Units) at Sep. 30, 2016	$ 19,514	$ 4,827,877	$ 1,614,678	$ (2,587,841)	$ (52,170)	$ 3,822,058	$ 353,133	$ 4,175,191

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Unaudited) (Parentheticals) - $ / shares shares in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2016	Dec. 31, 2015
Increase (Decrease) In Stockholders' Equity [Roll Forward]
Balance (in shares)	187,399
Balance (in units)	8,862	8,956
Grant of restricted stock, (in shares)	18
Grant of restricted stock (in dollars per share)	$ 33.09
Payments for vesting of equity compensation plan (in shares)	770
Shares issued under dividend reinvestment	6,870
Dividend reinvestment plan, shares issued, price per share (in dollars per share)	$ 33.49
Grant of stock as payment of fees (in shares)	8
Grant of stock as payment of fees (in dollars per share)	$ 32.07
Common dividends, (in dollars per share)	$ 1.75
Conversion of OP Units to Common stock (in shares)	71
Conversion of OP Units to Common stock (in dollars per share)	$ 35.68
Redemption of OP Units (in units)	94
Balance (in shares)	195,136	187,399

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CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Cash flows from operating activities
Net income	$ 253,484	$ 169,772
Adjustment to reconcile net income to cash provided by operating activities:
Depreciation and amortization	196,254	149,909
Provision for impairment on real estate properties	58,726	14,641
Provision for uncollectible mortgages, notes and accounts receivable	3,967	292
Amortization of deferred financing costs and refinancing costs	8,957	13,397
Accretion of direct financing leases	(8,999)	(8,124)
Stock-based compensation	10,116	6,682
Gain on assets sold - net	(19,931)	(6,411)
Amortization of acquired in-place leases - net	(10,957)	(4,264)
Change in operating assets and liabilities - net of amounts assumed/acquired:
Accounts receivable - net	203	315
Straight-line rent receivables	(29,959)	(26,565)
Lease inducements	1,942	347
Effective yield receivable on mortgage notes	(209)	(3,159)
Other operating assets and liabilities	(6,357)	15,972
Net cash provided by operating activities	457,237	322,804
Cash flows from investing activities
Acquisition of real estate - net of liabilities assumed and escrows acquired	(959,748)	(288,290)
Cash acquired in merger		84,858
Investment in construction in progress	(44,113)	(145,276)
Investment in direct financing leases	(1,079)	(6,793)
Placement of mortgage loans	(27,895)	(7,601)
Proceeds from sale of real estate investments	64,746	41,541
Capital improvements to real estate investments	(31,408)	(18,154)
Proceeds from other investments	49,482	37,428
Investments in other investments	(242,999)	(49,489)
Collection of mortgage principal	58,149	1,025
Net cash used in investing activities	(1,134,865)	(350,751)
Cash flows from financing activities
Proceeds from credit facility borrowings	1,134,000	1,704,000
Payments on credit facility borrowings	(1,141,000)	(1,239,000)
Receipts of other long-term borrowings	1,048,173	1,588,124
Payments of other long-term borrowings	(180,934)	(1,588,063)
Payments of financing related costs	(11,770)	(30,709)
Escrow deposit for other long-term borrowing		(614,998)
Receipts from dividend reinvestment plan	229,769	65,665
Payments for exercised options and restricted stock - net	(23,403)	(26,168)
Net proceeds from issuance of common stock		439,738
Dividends paid	(333,663)	(253,105)
Redemption of OP Units	(732)
Distributions to OP Unit Holders	(15,738)	(6,598)
Net cash provided by financing activities	704,702	38,886
Increase in cash and cash equivalents	27,074	10,939
Effect of foreign currency translation on cash and cash equivalents	69	(109)
Cash and cash equivalents at beginning of period	5,424	4,489
Cash and cash equivalents at end of period	32,567	15,319
Interest paid during the period, net of amounts capitalized	116,169	90,536
Non- cash investing activities
Non-cash acquisition of businesses (see Note 2 and Note 4 for details)	(60,079)	(3,602,614)
Non-cash surrender of mortgage (see Note 4 for details)	25,000
Non-cash surrender of other investment (see Note 2 for details)	5,500
Total	(29,579)	(3,602,614)
Non-cash financing activities
Assumed Aviv debt		1,410,637
Stock exchanged in merger		1,903,441
OP Units exchanged in merger		373,394
Purchase option buyout obligation (see Note 2 for details)	29,579
Change in fair value of cash flow hedges	12,094
Other unsecured long term borrowing (see Note 2 and Note 12 for details)	3,000
Total	$ 44,673	$ 3,687,472

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BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2016

Accounting Policies [Abstract]

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Business Overview and Organization

Omega Healthcare Investors, Inc. (“Omega,” “we,” “our” or the “Company”) has one reportable segment consisting of investments in healthcare-related real estate properties located in the United States and the United Kingdom. Our core business is to provide financing and capital to the long-term healthcare industry with a particular focus on skilled nursing facilities (“SNFs”). Our core portfolio consists of long-term leases and mortgage agreements. All of our leases are “triple-net” leases, which require the tenants to pay all property-related expenses. Our mortgage revenue derives from fixed mortgage loans, which are secured by first mortgage liens on the underlying real estate and personal property of the mortgagor.

Omega was formed as a real estate investment trust (“REIT”) and incorporated in the State of Maryland on March 31, 1992. In April 2015, Aviv REIT, Inc., a Maryland corporation (“Aviv”), merged (the “Aviv Merger”) with and into a wholly owned subsidiary of Omega, pursuant to the terms of that certain Agreement and Plan of Merger, dated as of October 30, 2014 (the “Merger Agreement”), by and among the Company, Aviv, OHI Healthcare Properties Holdco, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Omega (“Merger Sub”), OHI Healthcare Properties Limited Partnership, a Delaware limited partnership (“Omega OP”), and Aviv Healthcare Properties Limited Partnership, a Delaware limited partnership (the “Aviv OP”).

Prior to April 1, 2015 and in accordance with the Merger Agreement, Omega restructured the manner in which it holds its assets by converting to an umbrella partnership real estate investment trust structure (the “UPREIT Conversion”). As a result of the UPREIT Conversion and following the consummation of the Aviv Merger, substantially all of the Company’s assets are held by Omega OP.

Omega OP is governed by the Second Amended and Restated Agreement of Limited Partnership of OHI Healthcare Properties Limited Partnership, dated as of April 1, 2015 (the “Partnership Agreement”). Pursuant to the Partnership Agreement, the Company and Merger Sub are the general partners of Omega OP, and have exclusive control over Omega OP’s day-to-day management. As of September 30, 2016, the Company owned approximately 96% of the issued and outstanding units of partnership interest in Omega OP (“Omega OP Units”), and investors owned approximately 4% of the Omega OP Units.

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the interim periods reported herein are not necessarily indicative of results to be expected for the full year. We have evaluated all subsequent events through the date of the filing of this Form 10-Q. These unaudited consolidated financial statements should be read in conjunction with the financial statements and the footnotes thereto included in our Current Report on Form 8-K filed with the SEC on June 30, 2016.

Our consolidated financial statements include the accounts of (i) Omega, (ii) Omega OP, and (iii) all direct and indirect wholly owned subsidiaries of Omega. All intercompany transactions and balances have been eliminated in consolidation.

Goodwill Impairment

We assess goodwill for potential impairment during the fourth quarter of each fiscal year, or during the year if an event or other circumstance indicates that we may not be able to recover the carrying amount of the net assets of the reporting unit. In evaluating goodwill for impairment on an interim basis, we assess qualitative factors such as a significant decline in real estate valuations, current macroeconomic conditions, state of the equity and capital markets and our overall financial and operating performance or a significant decline in the value of our market capitalization, to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of the reporting unit is less than its carrying amount. On an annual basis during the fourth quarter of each fiscal year, or on an interim basis if we conclude it is more likely than not that the fair value of the reporting unit is less than its carrying value, we perform a two-step goodwill impairment test to identify potential impairment and measure the amount of impairment we will recognize, if any. The goodwill is not deductible for tax purposes.

Asset Impairment

Management evaluates our real estate investments for impairment indicators at each reporting period, including the evaluation of our assets’ useful lives. The judgment regarding the existence of impairment indicators is based on factors such as, but not limited to, market conditions, operator performance, legal structure, as well as our intent with respect to holding or disposing of the asset. If indicators of impairment are present, management evaluates the carrying value of the related real estate investments in relation to the future undiscounted cash flows of the underlying facilities. Provisions for impairment losses related to long-lived assets are recognized when expected future undiscounted cash flows based on our intended use of the property are determined to be less than the carrying values of the assets. An adjustment is made to the net carrying value of the real estate investments for the excess of carrying value over fair value. The fair value of the real estate investment is determined by market research, which includes valuing the property as a nursing home as well as other alternative uses. All impairments are taken as a period cost at that time, and depreciation is adjusted going forward to reflect the new value assigned to the asset. Management’s impairment evaluation process, and when applicable, impairment calculations involve estimation of the future cash flows from management’s intended use of the property. Changes in the facts and circumstances that drive management’s assumptions may result in an impairment of the Company’s assets in a future period that could be material to the Company’s results of operations.

If we decide to sell real estate properties or land holdings, we evaluate the recoverability of the carrying amounts of the assets. If the evaluation indicates that the carrying value is not recoverable from estimated net sales proceeds, the property is written down to estimated fair value less costs to sell. Our estimates of cash flows and fair values of the properties are based on current market conditions and consider matters such as rental rates and occupancies for comparable properties, recent sales data for comparable properties, and, where applicable, contracts or the results of negotiations with purchasers or prospective purchasers.

Redeemable Limited Partnership Unitholder Interests and Noncontrolling Interests

As of April 1, 2015 and after giving effect to the Aviv Merger, the Company owned approximately 138.8 million Omega OP Units and Aviv OP owned approximately 52.9 million Omega OP Units. Each of the Omega OP Units (other than the Omega OP Units owned by Omega) is redeemable at the election of the Omega OP Unit holder for cash equal to the then-fair market value of one share of Omega common stock, par value $0.10 per share (“Omega Common Stock”), subject to the Company’s election to exchange the Omega OP Units tendered for redemption for shares of Omega Common Stock on a one-for-one basis, subject to adjustment as set forth in the Partnership Agreement, in an unregistered transaction.

Effective June 30, 2015, the Company (through Merger Sub, in its capacity as the general partner of Aviv OP) caused Aviv OP to make a distribution of Omega OP Units held by Aviv OP (or equivalent value) to Aviv OP investors (the “Aviv OP Distribution”) in connection with the liquidation of Aviv OP. As a result of the Aviv OP Distribution, Omega directly and indirectly owned approximately 95% of the outstanding Omega OP Units, and the other investors owned approximately 5% of the outstanding Omega OP Units. As a part of the Aviv OP Distribution, Omega settled approximately 0.2 million units via cash settlement. As of September 30, 2016, Omega directly and indirectly owns approximately 96% of the outstanding Omega OP Units, and the other investors own approximately 4% of the outstanding Omega OP Units.

Noncontrolling Interests

Noncontrolling interests is the portion of equity in the Omega OP not attributable to the Company. We present the portion of any equity that we do not own in consolidated entities as noncontrolling interests and classify those interests as a component of total equity, separate from total stockholders’ equity, on our Consolidated Balance Sheets. We include net income attributable to the noncontrolling interests in net income in our Consolidated Statements of Operations.

As our ownership of a controlled subsidiary increases or decreases, any difference between the aggregate consideration paid to acquire the noncontrolling interests and our noncontrolling interest balance is recorded as a component of equity in additional paid-in capital, so long as we maintain a controlling ownership interest.

Foreign Operations

The U.S. dollar is the functional currency for our consolidated subsidiaries operating in the United States. The functional currency for our consolidated subsidiaries operating in countries other than the United States is the principal currency in which the entity primarily generates and expends cash. For our consolidated subsidiaries whose functional currency is not the U.S. dollar, we translate their financial statements into the U.S. dollar. We translate assets and liabilities at the exchange rate in effect as of the financial statement date. Revenue and expense accounts are translated using an average exchange rate for the period. Gains and losses resulting from translation are included in accumulated other comprehensive loss (“AOCL”), as a separate component of equity and a proportionate amount of gain or loss is allocated to noncontrolling interest.

We and certain of our consolidated subsidiaries may have intercompany and third-party debt that is not denominated in the entity’s functional currency. When the debt is remeasured against the functional currency of the entity, a gain or loss can result. The resulting adjustment is reflected in results of operations, unless it is intercompany debt that is deemed to be long-term in nature and then the adjustments are included in AOCL.

Derivative Instruments

During our normal course of business, we may use certain types of derivative instruments for the purpose of managing interest rate and currency risk. To qualify for hedge accounting, derivative instruments used for risk management purposes must effectively reduce the risk exposure that they are designed to hedge. In addition, at the inception of a qualifying cash flow hedging relationship, the underlying transaction or transactions, must be, and are expected to remain, probable of occurring in accordance with the Company’s related assertions. The Company recognizes all derivative instruments, including embedded derivatives required to be bifurcated, as assets or liabilities in the Consolidated Balance Sheets at their fair value which are determined using a market approach and Level 2 inputs. Changes in the fair value of derivative instruments that are not designated in hedging relationships or that do not meet the criteria of hedge accounting are recognized in earnings. For derivatives designated as qualifying cash flow hedging relationships, the change in fair value of the effective portion of the derivatives is recognized in AOCL as a separate component of equity and a proportionate amount of gain or loss is allocated to noncontrolling interest, whereas the change in fair value of the ineffective portion is recognized in earnings. We formally document all relationships between hedging instruments and hedged items, as well as our risk-management objectives and strategy for undertaking various hedge transactions. This process includes designating all derivatives that are part of a hedging relationship to specific forecasted transactions as well as recognized obligations or assets in the Consolidated Balance Sheets. We also assess and document, both at inception of the hedging relationship and on a quarterly basis thereafter, whether the derivatives are highly effective in offsetting the designated risks associated with the respective hedged items. If it is determined that a derivative ceases to be highly effective as a hedge, or that it is probable the underlying forecasted transaction will not occur, we discontinue hedge accounting prospectively and record the appropriate adjustment to earnings based on the current fair value of the derivative. As a matter of policy, we do not use derivatives for trading or speculative purposes. At September 30, 2016 and December 31, 2015, we had $12.8 million and $0.7 million, respectively, of qualifying cash flow hedges recorded at fair value in accrued expenses and other liabilities on our Consolidated Balance Sheets.

Accounts Receivable

Accounts receivable includes: contractual receivables, effective yield interest receivables, straight-line rent receivables and lease inducements, net of an estimated provision for losses related to uncollectible and disputed accounts. Contractual receivables relate to the amounts currently owed to us under the terms of our lease and loan agreements. Effective yield interest receivables relate to the difference between the interest income recognized on an effective yield basis over the term of the loan agreement and the interest currently due to us according to the contractual agreement. Straight-line receivables relate to the difference between the rental revenue recognized on a straight-line basis and the amounts currently due to us according to the contractual agreement. Lease inducements result from value provided by us to the lessee, at the inception or renewal of the lease, and are amortized as a reduction of rental revenue over the non-cancellable lease term.

On a quarterly basis, we review our accounts receivable to determine their collectability. The determination of collectability of these assets requires significant judgment and is affected by several factors relating to the credit quality of our operators that we regularly monitor, including (i) payment history, (ii) the age of the contractual receivables, (iii) the current economic conditions and reimbursement environment, (iv) the ability of the tenant to perform under the terms of their lease and/or contractual loan agreements and (v) the value of the underlying collateral of the agreement.  If we determine collectability of any of our contractual receivables is at risk, we estimate the potential uncollectible amounts and provide an allowance. In the case of a lease recognized on a straight-line basis, a mortgage recognized on an effective yield basis or the existence of lease inducements, we generally provide an allowance for straight-line, effective interest, and or lease inducement accounts receivable when certain conditions or indicators of adverse collectability are present. If the accounts receivable balance is subsequently deemed uncollectible, the receivable and allowance for doubtful account balance are written off.

A summary of our net receivables by type is as follows:

	September 30,			December 31,
	2016			2015
	(in thousands)
Contractual receivables	$	8,297		$	8,452
Effective yield interest receivables		9,237			9,028
Straight-line receivables		199,008			175,709
Lease inducements		9,040			10,982
Allowance		(357	)		(309	)
Accounts receivable – net	$	225,225		$	203,862

In the first quarter of 2016, we entered into agreements to transition 27 facilities from one of our former operators to a current operator. As a result of the transition, we wrote off approximately $3.4 million of straight line receivable from the former operator.

Related Party Transactions

The Company has a policy which generally requires related party transactions to be approved or ratified by the Audit Committee. On February 1, 2016, we acquired 10 SNFs from Laurel Healthcare Holdings, Inc. (“Laurel”) for approximately $169.0 million in cash and leased them to an unrelated existing operator. A former member of the Board of Directors of the Company, together with certain members of his immediate family, beneficially owned approximately 34% of the equity of Laurel prior to the transaction. Immediately following our acquisition, the unrelated existing operator acquired all of the outstanding equity interests of Laurel, including the interests previously held by the former director of the Company and his family.

Recent Accounting Pronouncements

In 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU 2014-09 states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” While ASU 2014-09 specifically references contracts with customers, it may apply to certain other transactions such as the sale of real estate or equipment. ASU 2014-09 is effective for the Company beginning January 1, 2018. In addition, the FASB has begun to issue targeted updates to clarify specific implementation issues of ASU 2014-09. These updates include ASU 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net), ASU 2016-10, Identifying Performance Obligations and Licensing, and ASU 2016-12, Narrow-Scope Improvements and Practical Expedients. The Company is currently evaluating the provisions of ASU 2014-09 and its related updates and will be closely monitoring developments and additional guidance to determine the potential impact of the new standard. The Company intends to adopt ASU 2014-09 and its subsequent updates retrospectively. We do not expect the adoption of ASU 2014-09 and its updates to have a significant impact on our consolidated financial statements, as a substantial portion of our revenue consists of rental income from leasing arrangements and interest income from loan arrangements, both of which are specifically excluded from ASU 2014-09.

In February 2015, the FASB issued ASU 2015-02, Amendments to the Consolidation Analysis (“ASU 2015-02”), which amends certain requirements for determining whether a variable interest entity must be consolidated. The amendments in ASU 2015-02 are effective for annual and interim reporting periods of public entities beginning after December 31, 2015 and were adopted by the Company during the quarter ended March 31, 2016. The effect of this guidance was immaterial to the Company’s consolidated results of operations, financial position and cash flows.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall (“ASU 2016–01”), which makes limited amendments to the guidance in U.S. GAAP on the classification and measurement of financial instruments. The new standard significantly revises an entity's accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. It also amends certain disclosure requirements associated with the fair value of financial instruments. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods therein. Early adoption is permitted specifically for the amendments pertaining to the presentation of certain fair value changes for financial liabilities measured at fair value. Early adoption of all other amendments is not permitted. Upon adoption, the Company will be required to make a cumulative-effect adjustment to the Consolidated Balance Sheet as of the beginning of the first reporting period in which the guidance is effective. We are currently evaluating the impact of adopting ASU 2016-01 on our consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”), which amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASU 2016-02 will be effective for the Company beginning January 1, 2019. Early adoption of ASU 2016-02 as of its issuance is permitted. The new standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. We are currently evaluating the impact of adopting ASU 2016-02 on our consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718) (“ASU 2016-09”). ASU 2016-09 amends the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. This guidance is effective for annual and interim reporting periods of public entities beginning after December 15, 2017, with early adoption permitted. We are currently evaluating the impact of adopting ASU 2016-09 on our consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) (“ASU 2016-13”), which changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for losses. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2019 and early adoption is permitted for annual and interim periods beginning after December 15, 2018. We are currently evaluating the impact of adopting ASU 2016-13 on our consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 eliminates the diversity in practice related to the classification of certain cash receipts and payments for debt prepayment or extinguishment costs, the maturing of a zero coupon bond, the settlement of contingent liabilities arising from a business combination, proceeds from insurance settlements, distributions from certain equity method investees and beneficial interests obtained in a financial asset securitization. ASU 2016-15 designates the appropriate cash flow classification, including requirements to allocate certain components of these cash receipts and payments among operating, investing and financing activities. The retrospective transition method, requiring adjustment to all comparative periods presented, is required unless it is impracticable for some of the amendments, in which case those amendments would be applied prospectively as of the earliest date practicable. ASU No. 2016-15 is effective for annual and interim periods beginning after December 15, 2017 and early adoption is permitted. We are currently evaluating the impact of adopting ASU 2016-15 on our consolidated financial statements.

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PROPERTIES AND INVESTMENTS

9 Months Ended

Sep. 30, 2016

Real Estate [Abstract]

PROPERTIES AND INVESTMENTS

NOTE 2 – PROPERTIES AND INVESTMENTS

In the ordinary course of our business activities, we periodically evaluate investment opportunities and extend credit to customers. We also regularly engage in lease, and or loan extensions and modifications. Additionally, we actively monitor and manage our investment portfolio with the objectives of improving credit quality and increasing investment returns. In connection with our portfolio management, we may engage in various collection and foreclosure activities.

Leased Property

Our real estate properties, represented by 816 SNFs, 101 assisted living facilities (“ALFs”), 16 specialty facilities and one medical office building at September 30, 2016, are leased under provisions of single or master leases with initial terms typically ranging from five to 15 years, plus renewal options. Substantially all of our leases contain provisions for specified annual increases over the rents of the prior year and are generally computed in one of three methods depending on specific provisions of each lease as follows: (i) a specific annual percentage increase over the prior year’s rent, generally 2.5%; (ii) an increase based on the change in pre-determined formulas from year to year (e.g., such as increases in the Consumer Price Index (“CPI”)); or (iii) specific dollar increases over prior years. Under the terms of the leases, the lessee is responsible for all maintenance, repairs, taxes and insurance on the leased properties.

The following table summarizes the significant acquisitions that occurred in 2016.

	Number of Facilities								Land		Building & Site Improvements		Furniture & Fixtures		Initial Annual Cash
Period	SNF		ALF		Country/ State	Total  Investment			(in millions)						Yield  (%)
Q1		-		1	UK	$	8.3		$	1.4	$	6.7	$	0.2		7.00
Q1		-		1	UK		6.1			0.6		5.3		0.2		7.00
Q1		10		-	OH, VA, MI		169.0	(3)		10.5		152.5		6.0		8.50
Q1		-		2	GA		20.2			0.8		18.3		1.1		7.50
Q1		3		-	MD		25.0			2.5		19.9		2.6		8.50
Q1		21		-	VA, NC		212.5			19.3		181.1		12.1		8.50
Q2		-		10	UK		111.9	(4)		24.8		83.9		3.2		7.00
Q2		-		3	TX		66.0	(5)		5.8		58.6		1.6		6.80
Q2		3		-	CO, MO		31.8			3.1		26.2		2.5		9.00
Q3		-		1	FL		4.3	(1)		2.3		1.8		0.2		8.00
Q3		-		1	GA		2.5	(1)		0.2		2.1		0.2		8.00
Q3		-		1	FL		16.5	(1)		1.8		14.3		0.4		8.00
Q3		1		-	SC		10.1	(1)		2.7		6.5		0.9		9.00
Q3		1		-	OH		9.0	(1)(6)		-		8.6		0.4		9.00
Q3		31		-	FL, KY,TN		329.6	(1)(2)		24.6		290.8		14.2		9.00
Total		70		20		$	1,022.8		$	100.4	$	876.6	$	45.8

(1) The Company estimated the fair value of the assets acquired on the acquisition date based on certain valuation analyses that have yet to be finalized, and accordingly, the assets acquired, as detailed, are subject to adjustment once the analysis is completed.

(2) The Company’s investment includes a purchase option buyout obligation with a fair value of approximately $29.6 million. The future buyout obligation is recorded in accrued expenses and other liabilities on our Consolidated Balance Sheet. The Company also acquired a term loan with a fair value of approximately $37.0 million which is recorded in other investments on our Consolidated Balance Sheet. Refer to Note – 5 Other Investments.

(3) Acquired from a related party. Refer to Note – 1 Related Party Transactions.

(4) Omega also recorded a deferred tax asset of approximately $1.9 million in connection with the acquisition.

(5) The Company paid $63.0 million in cash at closing to acquire the facilities. We have agreed to pay an additional $1.5 million in April 2017 and the remaining $1.5 million in April 2018. The additional consideration to be paid is contractually determined and not contingent on other factors. The $3.0 million liability is recorded in unsecured borrowings – net on our Consolidated Balance Sheet.

(6) The Company paid approximately $3.5 million in cash to acquire the facility. The remainder of the purchase price (approximately $5.5 million) was funded with the redemption of an other investment note.

During 2016, the Company also acquired three parcels of land which are not reflected in the table above for approximately $5.9 million with the intent of building new facilities for existing operators.

Aviv Merger

On April 1, 2015, Omega completed the Aviv Merger, which was structured as a stock-for-stock merger. Under the terms of the Merger Agreement, each outstanding share of Aviv common stock was converted into 0.90 of a share of Omega common stock. In connection with the Aviv Merger, Omega issued approximately 43.7 million shares of common stock to former Aviv stockholders. As a result of the Aviv Merger, Omega acquired 342 facilities, two facilities subject to direct financing leases, one medical office building, two mortgages and other investments. Omega also assumed certain outstanding equity awards and other debt and liabilities. Based on the closing price of Omega’s common stock on April 1, 2015, the fair value of the consideration exchanged was approximately $2.3 billion.

The following table highlights the final allocation of the assets acquired, liabilities assumed and consideration transferred on April 1, 2015 (in thousands):

Fair value of net assets acquired:
Land and buildings	$	3,107,530
Investment in direct financing leases		26,823
Mortgages notes receivable		19,246
Other investments		23,619
Total investments		3,177,218
Goodwill		630,679
Accounts receivables and other assets		17,144
Cash acquired		84,858
Accrued expenses and other liabilities		(223,002	)
Debt		(1,410,637	)
Fair value of net assets acquired	$	2,276,260

The completion of the final valuation in the first quarter of 2016 did not result in material changes to our Consolidated Statements of Operations or our Consolidated Balance Sheets from our preliminary purchase price allocation.

Pro Forma Acquisition Results

The facilities acquired in 2015 are included in our results of operations from the dates of acquisition. The following unaudited pro forma results of operations reflect the impact of those acquisitions as if they occurred on January 1, 2015. For a list of the 2015 transactions, refer to Note 3 – Properties in our Current Report on Form 8-K filed with the SEC on June 30, 2016. In the opinion of management, all significant necessary adjustments to reflect the effect of the acquisitions have been made.

	Pro Forma
	Nine Months Ended
	September 30, 2015
	(in thousands, except per share amounts, unaudited)
Pro Forma Revenues	$	612,572
Pro Forma Net income	$	200,826
Earnings per share – diluted:
Net income – as reported	$	0.97
Net income – pro forma	$	1.04

Asset Sales, Impairments and Other

During the first quarter of 2016, we recorded approximately $34.6 million of impairments on 14 facilities located in six states. We reduced their net book values to their estimated fair value less costs to sell and reclassified them to assets held for sale in the first quarter of 2016. To estimate the fair value of the facilities, we utilized a market approach and Level 3 inputs (which generally consist of non-binding offers from unrelated third parties). In addition, we sold two SNFs (previously classified as held-for-sale) for approximately $2.4 million in net proceeds recognizing a gain of approximately $1.6 million. See Note 6 – Assets Held For Sale for details.

During the second quarter of 2016, we sold 11 facilities for approximately $41.4 million in net proceeds recognizing a gain of approximately $13.2 million. Seven of the sold facilities were previously classified as held-for-sale. In addition, we recorded approximately $6.9 million of impairments on 15 facilities of which 12 were classified as held for sale as of June 30, 2016. We reduced their net book values to their estimated fair value less costs to sell. To estimate the fair value of the facilities, we utilized a market approach and Level 3 inputs (which generally consist of non-binding offers from unrelated third parties). See Note 6 – Assets Held For Sale for details.

During the third quarter of 2016, we sold six facilities for approximately $21.0 million in net proceeds recognizing a gain of approximately $5.1 million. One of the sold facilities was previously classified as held-for-sale. In addition, we recorded approximately $17.3 million of impairments on 12 facilities of which 10 are classified as held for sale as of September 30, 2016. We reduced their net book values to their estimated fair value less costs to sell. To estimate the fair value of the facilities, we utilized a market approach and Level 3 inputs (which generally consist of non-binding offers from unrelated third parties). See Note 6 – Assets Held For Sale for details.

Our recorded impairments were primarily the result of a decision to exit certain non-strategic facilities and operators primarily related to facilities acquired in the Aviv Merger.

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DIRECT FINANCING LEASES

9 Months Ended

Sep. 30, 2016

Leases, Capital [Abstract]

DIRECT FINANCING LEASES

NOTE 3 – DIRECT FINANCING LEASES

The components of investments in direct financing leases consist of the following:

	September 30,			December 31,
	2016			2015
	(in thousands)
Minimum lease payments receivable	$	4,291,776		$	4,320,876
Less unearned income		(3,693,997	)		(3,733,175	)
Investment in direct financing leases - net	$	597,779		$	587,701
Properties subject to direct financing leases		58			59

New Ark Investment Inc.

On November 27, 2013, we closed an aggregate $529 million purchase/leaseback transaction in connection with the acquisition of Ark Holding Company, Inc. (“Ark Holding”) by 4 West Holdings Inc. At closing, we acquired 55 SNFs and 1 ALF operated by Ark Holding and leased the facilities back to Ark Holding, now known as New Ark Investment Inc. (“New Ark”), pursuant to four 50-year master leases with rental payments yielding 10.6% per annum over the term of the leases. The purchase/leaseback transaction is being accounted for as a direct financing lease.

The lease agreements allow the tenant the right to purchase the facilities for a bargain purchase price plus closing costs at the end of the lease term. In addition, commencing in the 41st year of each lease, the tenant will have the right to prepay the remainder of its obligations thereunder for an amount equal to the sum of the unamortized portion of the original aggregate $529 million investment plus the net present value of the remaining payments under the lease and closing costs. In the event the tenant exercises either of these options, we have the right to purchase the properties for fair value at the time.

The 56 facilities represent 5,623 licensed beds located in 12 states, predominantly in the southeastern United States. The 56 facilities are separated by region and divided amongst four cross-defaulted master leases. The four regions include the Southeast (39 facilities), the Northwest (7 facilities), Texas (9 facilities) and Indiana (1 facility).

Additionally, we own four facilities and lease them to New Ark under a master lease which expires in 2026. The four facility lease is being accounted for as an operating lease.

Aviv Merger

On April 1, 2015, we acquired two additional direct financing leases as a result of the Aviv Merger.

As of September 30, 2016, the following minimum rents are due under our direct financing leases for the next five years (in thousands):

Year 1	Year 2	Year 3	Year 4	Year 5
$50,509	$51,688	$52,961	$54,270	$55,491

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MORTGAGE NOTES RECEIVABLE

9 Months Ended

Sep. 30, 2016

Mortgage Notes Receivable Investments [Abstract]

MORTGAGE NOTES RECEIVABLE

NOTE 4 – MORTGAGE NOTES RECEIVABLE

As of September 30, 2016, mortgage notes receivable relate to 24 fixed rate mortgages on 47 long-term care facilities. The mortgage notes are secured by first mortgage liens on the borrowers' underlying real estate and personal property. The mortgage notes receivable relate to facilities located in ten states, operated by eight independent healthcare operating companies. We monitor compliance with mortgages and when necessary have initiated collection, foreclosure and other proceedings with respect to certain outstanding loans.

Mortgage interest income is recognized as earned over the terms of the related mortgage notes, using the effective yield method. Allowances are provided against earned revenues from mortgage interest when collection of amounts due becomes questionable or when negotiations for restructurings of troubled operators lead to lower expectations regarding ultimate collection. When collection is uncertain, mortgage interest income on impaired mortgage loans is recognized as received after taking into account the application of security deposits.

The outstanding principal amounts of mortgage notes receivable, net of allowances, were as follows:

	September 30,		December 31,
	2016		2015
	(in thousands)
Mortgage note due 2024; interest at 9.79%	$	112,500	$	112,500
Mortgage note due 2028; interest at 11.00%		35,964		69,928
Mortgage note due 2029; interest at 9.45%		412,465		413,399
Other mortgage notes outstanding (1)		63,410		83,968
Mortgage notes receivable, gross		624,339		679,795
Allowance for loss on mortgage notes receivable		—		—
Total mortgages — net	$	624,339	$	679,795

⁽¹⁾ Other mortgage notes outstanding have stated interest rates ranging from 8.35% to 12.0% and maturity dates through 2053.

The following is a brief overview of certain mortgages entered into, acquired or assumed in 2016 or significant changes to mortgages previously reported.

Conversion of Mortgage Notes due 2046 to Leased Properties

In January 2016, we acquired three facilities via a deed-in-lieu of foreclosure from a mortgagor. The fair value of the facilities approximated the $25 million carrying value of the mortgages. These facilities have 352 operating beds and are located in Maryland. Simultaneously we leased these facilities to an existing operator.

Mortgage Notes Payoff

On April 29, 2016, an existing operator exercised an option to repay their mortgage notes. We received proceeds of approximately $47.8 million for the mortgage notes due. In connection with the repayment of the mortgage notes we recognized a net gain of approximately $5.4 million which is recorded in mortgage interest income on our Consolidated Statements of Operations.

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OTHER INVESTMENTS

9 Months Ended

Sep. 30, 2016

Receivables [Abstract]

OTHER INVESTMENTS

NOTE 5 – OTHER INVESTMENTS

A summary of our other investments is as follows:

	September 30,			December 31,
	2016			2015
	(in thousands)
Other investment note due 2017; interest at 8.50%	$	10,300		$	—
Other investment note due 2019; interest at 10.50%		49,396			—
Other investment note due 2020; interest at 10.00%		23,000			23,000
Other investment note due 2020; interest at 14.00%		47,970			—
Other investment note due 2022, interest at 9.00%		31,987			—
Other investment note due 2028; interest at 8.50%		20,000			—
Other investment note due 2030; interest at 6.66%		39,805			26,966
Other investment notes outstanding (1)		57,795			42,293
Other investments, gross		280,253			92,259
Allowance for loss on other investments		(3,002	)		(2,960	)
Total other investments	$	277,251		$	89,299

⁽¹⁾ Other investment notes have maturity dates through 2028 and interest rates ranging from 6.50% to 13.0%.

The following is a brief overview of certain notes entered into or repaid in 2016.

Other Investment notes due 2017

On February 1, 2016, we provided an operator a $15.0 million secured working capital note. The working capital note bears interest at 8.5% and matures in July 2017. As of September 30, 2016, approximately $2.6 million has been drawn and remains outstanding.

On March 1, 2016, we provided an operator a $15.0 million secured working capital note. The working capital note bears interest at 8.5% and matures in March 2017. As of September 30, 2016, approximately $10.3 million has been drawn and remains outstanding.

Other Investment note due 2019

On February 26, 2016, we acquired and funded a $50.0 million mezzanine note at a discount of approximately $0.75 million to a new operator. The mezzanine note bears interest at 10.50% and matures in February 2019.

Other Investment note due 2020

On July 29, 2016, we provided an existing operator $48.0 million of term loan funding. The term loan bears interest at 14% per annum (LIBOR with a floor of 1% plus 13%) and matures on July 29, 2020. The term loan requires monthly principal payments of $0.25 million through July 2019, and $0.5 million from August 2019 through maturity. In addition, a portion of the monthly interest may be accrued to the outstanding principal balance of the loan.

Other Investment notes due 2022

On September 30, 2016, we acquired and amended a term loan with a fair value of approximately $37.0 million with an existing operator. A $5.0 million tranche of the term loan bears interest at 13% and matures on September 30, 2019 and a $32.0 million tranche of the term loan bears interest at 9% and matures on March 31, 2022.

Other Investment note due 2028

On March 1, 2016, we provided an operator a $20.0 million acquisition note. The acquisition note bears interest at 8.5% (increasing annually by 2.5%) and matures in March 2028.

Other Investment notes due 2022 and 2023 Payoff

On April 29, 2016, an existing operator of Omega exercised its option to pay off a working capital note due in 2022 and ten working capital notes due in 2023, for approximately $7.6 million.

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ASSETS HELD FOR SALE

9 Months Ended

Sep. 30, 2016

Property, Plant and Equipment Assets Held-for-sale Disclosure [Abstract]

ASSETS HELD FOR SALE

NOTE 6 – ASSETS HELD FOR SALE

	Properties Held For Sale
	Number of Properties			Net Book Value (in thousands)
December 31, 2015		3		$	6,599
Properties sold (1)		(2	)		(600	)
Properties added (2)		24			67,590
March 31, 2016		25		$	73,589
Properties sold/other (1)		(7	)		(28,347	)
Properties added (2)		4			7,209
June 30, 2016		22		$	52,451
Properties sold/other (1)		(4	)		(8,659	)
Properties added (2)		13			47,418
September 30, 2016		31		$	91,210

⁽¹⁾ In the first quarter of 2016, we sold two SNFs for approximately $2.4 million in net proceeds recognizing a gain on sale of approximately $1.6 million. In the second quarter of 2016, we sold seven SNFs for approximately $39.2 million in net proceeds generating a gain on sale of approximately $12.5 million. We also recorded approximately $3.4 million of impairments on 12 facilities to reduce their net book values to their estimated fair value less costs to sell. In the third quarter of 2016, we sold one closed SNF for approximately $0.3 million in net proceeds. Two SNFs and one ALF classified as assets held for sale in the second quarter were no longer considered held for sale and were reclassified in the third quarter back to leased properties at their fair values (approximately $7.0 million). In addition, we recorded approximately $1.5 million of impairments on four facilities in the third quarter to further reduce their net book values to their estimated fair value less costs to sell.

⁽²⁾ In the first quarter of 2016, we reclassified eight ALFs and 16 SNFs located in six states to assets held for sale. We recorded approximately $34.6 million of impairment charges on 14 of these facilities to reduce their net book values to their estimated fair value less costs to sell. In the second quarter of 2016, we reclassified three SNFs and one ALF to assets held for sale with total carrying value of $7.2 million. In the third quarter of 2016, we reclassified 12 SNFs and one ALF to assets held for sale. In the third quarter, we recorded approximately $14.8 million of impairment charges on six of these facilities to reduce their net book values to their estimated fair value less costs to sell.

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INTANGIBLES

9 Months Ended

Sep. 30, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLES

NOTE 7 – INTANGIBLES

The following is a summary of our intangibles as of September 30, 2016 and December 31, 2015:

	September 30,			December 31,
	2016			2015
	(in thousands)
Assets:
Goodwill	$	644,129		$	645,683
Above market leases	$	23,545		$	21,901
In-place leases		167			386
Accumulated amortization		(15,461	)		(14,162	)
Net intangible assets	$	8,251		$	8,125
Liabilities:
Below market leases	$	165,028		$	165,331
Accumulated amortization		(67,321	)		(55,131	)
Net intangible liabilities	$	97,707		$	110,200

Goodwill was recorded in connection with the Aviv Merger and Care Homes Transaction (refer to Note 3 – Properties in our Current Report on Form 8-K filed with the SEC on June 30, 2016) and is shown as a separate line on our Consolidated Balance Sheets. Above market leases and in-place leases, net of accumulated amortization, are included in other assets on our Consolidated Balance Sheets. Below market leases, net of accumulated amortization, are included in accrued expenses and other liabilities on our Consolidated Balance Sheets. The net amortization related to the above and below market leases is included in our Consolidated Statements of Operations as an adjustment to rental income.

 

For the three months ended September 30, 2016 and 2015, our net amortization related to intangibles was $3.0 million and $1.4 million, respectively. For the nine months ended September 30, 2016 and 2015, our net amortization related to intangibles was $11.0 million and $4.3 million, respectively. The estimated net amortization related to these intangibles for the remainder of 2016 and the subsequent four years is as follows: remainder of 2016 – $3.0 million; 2017 – $11.7 million; 2018 – $10.5 million; 2019 – $9.4 million and 2020 – $9.2 million. As of September 30, 2016 the weighted average remaining amortization period of above market leases (inclusive of in-place leases) and below market leases is approximately eight years and 10 years, respectively.

The following is a reconciliation of our goodwill as of September 30, 2016:

	(in thousands)
Balance as of December 31, 2015	$	645,683
Add: additional valuation adjustments related to preliminary valuations		275
Less: foreign currency translation		(390	)
Balance as of March 31, 2016		645,568
Less: foreign currency translation		(1,087	)
Balance as of June 30, 2016		644,481
Less: foreign currency translation		(352	)
Balance as of September 30, 2016	$	644,129

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CONCENTRATION OF RISK

9 Months Ended

Sep. 30, 2016

Risks and Uncertainties [Abstract]

CONCENTRATION OF RISK

NOTE 8 – CONCENTRATION OF RISK

As of September 30, 2016, our portfolio of real estate investments consisted of 1,014 healthcare facilities, located in 42 states and the United Kingdom and operated by 81 third party operators. Our gross investment in these facilities, net of impairments and before reserve for uncollectible loans, totaled approximately $8.9 billion at September 30, 2016, with approximately 99% of our real estate investments related to long-term care facilities. Our portfolio is made up of 816 SNFs, 101 ALFs, 16 specialty facilities, one medical office building, fixed rate mortgages on 44 SNFs and two ALFs, and 34 facilities that are closed/held-for-sale. At September 30, 2016, we also held miscellaneous investments of approximately $277.3 million, consisting primarily of secured loans to third-party operators of our facilities.

At September 30, 2016, the three states in which we had our highest concentration of investments were Ohio (10%), Florida (9%) and Texas (9%). No single operator or manager generated more than 10% of our total revenues for the nine months ended September 30, 2016.

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STOCKHOLDERS' EQUITY

9 Months Ended

Sep. 30, 2016

Stockholders' Equity Note [Abstract]

STOCKHOLDERS' EQUITY

NOTE 9 – STOCKHOLDERS’ EQUITY

On October 13, 2016, the Board of Directors declared a common stock dividend of $0.61 per share, increasing the quarterly common dividend rate by $0.01 per share over the previous quarter, to be paid November 15, 2016 to common stockholders of record as of the close of business on October 31, 2016.

On July 14, 2016, the Board of Directors declared a common stock dividend of $0.60 per share, increasing the quarterly common dividend rate by $0.02 per share over the prior quarter. The common dividends were paid on August 15, 2016 to common stockholders of record as of the close of business on August 1, 2016.

On April 14, 2016, the Board of Directors declared a common stock dividend of $0.58 per share, increasing the quarterly common dividend by $0.01 per share over the prior quarter. The common dividends were paid May 16, 2016 to common stockholders of record on May 2, 2016.

On January 14, 2016, the Board of Directors declared a common stock dividend of $0.57 per share, increasing the quarterly common dividend by $0.01 per share over the previous quarter. The common dividends were paid February 16, 2016 to common stockholders of record as of February 2, 2016.

Dividend Reinvestment and Common Stock Purchase Plan

For the three-month period ended September 30, 2016, approximately 4.0 million shares of our common stock at an average price of $34.38 per share were issued through our Dividend Reinvestment and Common Stock Purchase Program for gross proceeds of approximately $136.6 million. For the nine-month period ended September 30, 2016, approximately 6.9 million shares of our common stock at an average price of $33.49 per share were issued through our Dividend Reinvestment and Common Stock Purchase Program for gross proceeds of approximately $230.1 million.

Accumulated Other Comprehensive Loss

The following is a summary of our accumulated other comprehensive loss, net of tax where applicable:

	September 30,			December 31,
	2016			2015
	(in thousands)
Foreign currency translation adjustments	$	(39,939	)	$	(8,027	)
Derivative instrument adjustments		(12,231	)		(685	)
Total accumulated other comprehensive loss	$	(52,170	)	$	(8,712	)

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TAXES

9 Months Ended

Sep. 30, 2016

Income Tax Disclosure [Abstract]

TAXES

NOTE 10 – TAXES

Since our inception, we have elected to be taxed as a REIT under the applicable provisions of the Internal Revenue Code (the “Code”). A REIT is generally not subject to federal income tax on that portion of its REIT taxable income which is distributed to its stockholders, provided that at least 90% of such taxable income is distributed each tax year and certain other requirements are met, including asset and income tests. So long as we qualify as a REIT under the Code, we generally will not be subject to federal income taxes on the REIT taxable income that we distribute to stockholders, subject to certain exceptions.

If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to federal income taxes on its taxable income at regular corporate rates and dividends paid to our stockholders will not be deductible by us in computing taxable income. Further, we will not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year in which qualification is denied, unless the Internal Revenue Service grants us relief under certain statutory provisions. Failing to qualify as a REIT could materially and adversely affect the Company’s net income; however, we believe we are organized and operate in such a manner as to qualify for treatment as a REIT. On a quarterly and annual basis, we test our compliance within the REIT taxation rules to ensure that we are in compliance with the REIT rules. We review our distributions and projected distributions each year to ensure we have met and will continue to meet the annual REIT distribution requirements. In 2016, we expect to distribute dividends in excess of our taxable income.

As a result of our UPREIT Conversion, our Company and its subsidiaries may be subject to income or franchise taxes in certain states and municipalities. Also, as a result of our UPREIT Conversion, we created five wholly owned subsidiary REITs that are subject to all of the REIT qualification rules set forth in the Code. In December 2015, we merged the five wholly owned subsidiary REITs into one wholly owned subsidiary REIT which is subject to all of the REIT qualification rules set forth in the Code.

Subject to the limitation under the REIT asset test rules, we are permitted to own up to 100% of the stock of one or more taxable REIT subsidiaries (“TRSs”). We have elected for two of our active subsidiaries to be treated as TRSs. One of our TRSs is subject to federal, state and local income taxes at the applicable corporate rates and the other is subject to foreign income taxes. As of September 30, 2016, our TRS that is subject to federal, state and local income taxes at the applicable corporate rates had a net operating loss carry-forward of approximately $0.8 million. The loss carry-forward is fully reserved as of September 30, 2016 with a valuation allowance due to uncertainties regarding realization.

During the third quarter of 2016, we recorded approximately $0.3 million of state and local income tax provision and approximately $0.2 million of tax benefit for foreign income taxes. For the nine months ended September 30, 2016, we recorded approximately $0.8 million of state and local income tax provision and approximately $35,000 of tax benefit for foreign income taxes.

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STOCK-BASED COMPENSATION

9 Months Ended

Sep. 30, 2016

Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract]

STOCK-BASED COMPENSATION

NOTE 11 – STOCK-BASED COMPENSATION

The following is a summary of our stock-based compensation expense for the three and nine-month periods ended September 30, 2016 and 2015, respectively:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
	(in thousands)
Stock-based compensation expense	$	3,673	$	2,199	$	10,116	$	6,682

Restricted Stock and Restricted Stock Units

Restricted stock and restricted stock units (“RSUs”) are subject to forfeiture if the holder’s service to us terminates prior to vesting, subject to certain exceptions for certain qualifying terminations of employment or a change in control of the Company. Prior to vesting, ownership of the shares/units cannot be transferred. Restricted stock has the same dividend and voting rights as our common stock. RSUs accrue dividend equivalents but have no voting rights. Restricted stock and RSUs are valued at the price of our common stock on the date of grant. We expense the cost of these awards ratably over their vesting period.

The RSUs assumed from Aviv as part of the Aviv Merger were valued at the closing price of our stock on the date of the transaction. The portion of the vesting accruing prior to the acquisition was recorded as part of the purchase price consideration. The expense associated with the vesting that will occur after the date of the transaction is being recorded as stock compensation expense ratably over the remaining life of the RSUs.

We awarded 131,006 RSUs to employees on March 17, 2016.

Performance Restricted Stock Units and LTIP Units

Performance restricted stock units (“PRSUs”) and long term incentive plan units (“LTIP Units”) are subject to forfeiture if the performance requirements are not achieved or if the holder’s service to us terminates prior to vesting, subject to certain exceptions for certain qualifying terminations of employment or a change in control of the Company. The PRSUs and the LTIP Units have varying degrees of performance requirements to be earned and vested, and each PRSU and LTIP Units award represents the right to a variable number of shares of common stock or partnership units. Each LTIP Unit once earned and vested is convertible into one Omega OP Unit in Omega OP, subject to certain conditions. The earning requirements are based on either the (i) total shareholder return (“TSR”) of Omega or (ii) Omega’s TSR relative to other real estate investment trusts in the MSCI U.S. REIT Index or FTSE NAREIT Equity Health Care Index TSR (both “Relative TSR”). Vesting in general requires that the employee remain employed by us until the date specified in the applicable PRSU or LTIP agreement, which may be later than the date that the TSR or Relative TSR requirements are satisfied. We expense the cost of these awards ratably over their service period.

Prior to vesting and the distribution of shares, ownership of the PRSUs cannot be transferred. Dividend equivalents on the PRSUs accumulate and with respect to PRSUs granted before 2015 are paid when the PRSUs vest and with respect to PRSUs granted in 2015 or later are paid once the PRSUs are earned. While each LTIP Unit is unearned, the employee receives a partnership distribution equal to 10% of the quarterly approved regular periodic distributions per Omega OP Unit. The remaining partnership distributions (which in the case of normal periodic distributions is equal to the total approved quarterly dividend on Omega’s common stock) on the LTIP Units accumulate, and if the LTIP Units are earned, the accumulated distributions are paid.

The number of shares or units earned under the TSR PRSUs or LTIP Units depends generally on the level of achievement of Omega’s TSR over the indicated performance period. We awarded 372,069 LTIP Units to employees on March 17, 2016.

The number of shares earned under the Relative TSR PRSUs depends generally on the level of achievement of Omega’s TSR relative to other real estate investment trusts in the MSCI U.S. REIT Index or FTSE NAREIT Equity Health Care Index TSR over the performance period indicated. We awarded 307,480 Relative TSR PRSUs to employees on March 17, 2016.

The following table summarizes our total unrecognized compensation cost as of September 30, 2016 associated with restricted stock, restricted stock units, PRSU awards, and LTIP Unit awards to employees:

	Grant Year		Shares/ Units(1)		Grant Date Average Fair Value Per Unit/ Share		Total Compensation Cost (in millions) (2)		Weighted Average Period of Expense Recognition (in months)		Unrecognized Compensation Cost (in millions)		Performance Period	Vesting Dates
RSUs
2013 RSU		2013		195,822	$	29.80	$	5.8		36	$	0.5	N/A	12/31/14 - 12/31/16
2014 RSU		2014		106,778		29.80		3.2		36		0.3	N/A	12/31/2016
3/31/15 RSU		2015		109,985		40.57		4.5		33		2.0	N/A	12/31/2017
4/1/15 RSU		2015		40,464		40.74		1.6		33		0.7	N/A	12/31/2017
Assumed Aviv RSU		2015		18,920		24.92		0.5		21		0.1	N/A	12/31/2016
Assumed Aviv RSU		2015		7,799		35.08		0.3		33		0.1	N/A	12/31/15-12/31/17
3/17/16 RSU		2016		131,006		34.78		4.6		33		3.7	N/A	12/31/2018
Restricted Stock Units Total				610,774	$	33.45	$	20.5			$	7.4
TSR PRSUs and LTIP Units
2016 Transition TSR		2013		101,591		8.67		0.9		36		0.1	12/31/2013-12/31/2016	12/31/2016
2016 TSR		2014		135,634		8.67		1.2		48		0.4	1/1/2014-12/31/2016	Quarterly in 2017
3/31/15 2017 LTIP Units		2015		137,249		14.66		2.0		45		1.2	1/1/2015-12/31/2017	Quarterly in 2018
4/1/2015 2017 LTIP Units		2015		54,151		14.80		0.8		45		0.5	1/1/2015-12/31/2017	Quarterly in 2018
7/31/15 2016 Transition TSR		2015		22,091		18.51		0.4		5		-	12/31/2013-12/31/2016	12/31/2016
7/31/15 2017 LTIP Units		2015		5,823		8.78		0.1		5		-	1/1/2015-12/31/2017	12/31/2017
3/17/16 2018 LTIP Units		2016		372,069		13.21		4.9		45		4.2	1/1/2016-12/31/2018	Quarterly in 2019
TSR PRSUs & LTIP Total				828,608	$	12.36	$	10.3			$	6.4
Relative TSR PRSUs
2016 Transition Relative TSR		2013		101,588		14.24		1.4		36		0.1	12/31/2013-12/31/2016	12/31/2016
2016 Relative TSR		2014		135,634		14.24		1.9		48		0.6	1/1/2014-12/31/2016	Quarterly in 2017
3/31/15 2017 Relative TSR		2015		137,249		22.50		3.1		45		1.9	1/1/2015-12/31/2017	Quarterly in 2018
4/1/2015 2017 Relative TSR		2015		54,151		22.91		1.2		45		0.7	1/1/2015-12/31/2017	Quarterly in 2018
7/31/15 2016 Relative TSR		2015		22,100		19.60		0.4		5		-	12/31/2013-12/31/2016	12/31/2016
7/31/15 2017 Relative TSR		2015		5,826		17.74		0.1		5		-	1/1/2015-12/31/2017	12/31/2017
3/17/16 2018 Relative TSR		2016		307,480		16.45		5.1		45		4.3	1/1/2016-12/31/2018	Quarterly in 2019
Relative TSR PRSUs Total				764,028	$	17.41	$	13.2			$	7.6
Grand Total				2,203,410	$	19.96	$	44.0			$	21.4

(1) Shares/units are net of shares cancelled.

(2) Total compensation costs are net of shares cancelled.

Director Restricted Stock Grants

As of September 30, 2016, we had 54,999 shares of restricted stock outstanding to directors. The directors’ restricted shares are scheduled to vest over the next three years. As of September 30, 2016, the unrecognized compensation cost associated with outstanding director restricted stock grants is approximately $1.7 million.

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BORROWING ACTIVITIES AND ARRANGEMENTS

9 Months Ended

Sep. 30, 2016

Debt Disclosure [Abstract]

BORROWING ACTIVITIES AND ARRANGEMENTS

NOTE 12 – BORROWING ACTIVITIES AND ARRANGEMENTS

Secured and Unsecured Borrowings

The following is a summary of our borrowings:

		Interest Rate as of September 30,			September 30,			December 31,
	Maturity	2016			2016			2015
					(in thousands)
Secured borrowings:
Mortgage term loan					$	—		$	180,000
HUD mortgages assumed December 2011(1)	2044		3.06	%		55,271			56,204
Total secured borrowings						55,271			236,204
Unsecured borrowings:
Revolving line of credit	2018		1.82	%		223,000			230,000
Tranche A-1 term loan	2019		2.02	%		200,000			200,000
Tranche A-2 term loan	2017		2.02	%		200,000			200,000
Tranche A-3 term loan	2021		2.02	%		350,000			—
Omega OP term loan	2017		2.02	%		100,000			100,000
2015 term loan	2022		2.33	%		250,000			250,000
						1,323,000			980,000
2023 notes	2023		4.375	%		700,000			—
2024 notes	2024		5.875	%		400,000			400,000
2024 notes	2024		4.95	%		400,000			400,000
2025 notes	2025		4.50	%		250,000			250,000
2026 notes	2026		5.25	%		600,000			600,000
2027 notes	2027		4.50	%		700,000			700,000
Other	2018		-			3,000			—
Subordinated debt	2021		9.00	%		20,000			20,000
						3,073,000			2,370,000
Discount - net						(17,632	)		(17,118	)
Total unsecured borrowings						4,378,368			3,332,882
Total – net					$	4,433,639		$	3,569,086

⁽¹⁾ Reflects the weighted average annual contractual interest rate on the mortgages at September 30, 2016 excluding a third-party administration fee of approximately 0.5% annually. Secured by real estate assets with a net carrying value of $66.7 million as of September 30, 2016.

Certain of our other secured and unsecured borrowings are subject to customary affirmative and negative covenants, including financial covenants. As of September 30, 2016 and December 31, 2015, we were in compliance with all affirmative and negative covenants, including financial covenants, for our secured and unsecured borrowings.

Mortgage Term Loan

As a result of the Aviv Merger in April 2015, we acquired two subsidiaries that were borrowers under a $180.0 million mortgage term loan secured by mortgages on 28 healthcare facilities owned by one of the borrowers. On July 25, 2016, we purchased the $180.0 million mortgage term loan, effectively eliminating the debt on our consolidated financial statements. The term loan was secured by real estate assets having a net carrying value of $290.5 million at June 30, 2016. The interest rate was based on LIBOR, with a floor of 50 basis points, plus a margin of 350 basis points. The interest rate at June 30, 2016 was 4.13%. We paid $180.0 million plus a 1% premium to purchase the debt.

Bank Credit Facilities

On January 29, 2016, we amended our Omega Credit Facilities (as defined below) to add a $350 million senior unsecured incremental term loan facility. As a result of the amendment, the Omega Credit Facilities now include a $1.25 billion senior unsecured revolving credit facility (the “Revolving Credit Facility”), a $200 million senior unsecured term loan facility (the “Tranche A-1 Term Loan Facility”), a $200 million senior unsecured incremental term loan facility (the “Tranche A-2 Term Loan Facility”) and a $350 million senior unsecured incremental term loan facility (the “Tranche A-3 Term Loan Facility” and, together with the Revolving Credit Facility, the Tranche A-1 Term Loan Facility and the Tranche A-2 Term Loan Facility, collectively, the “Omega Credit Facilities”). The Tranche A-1 Term Loan Facility, the Tranche A-2 Term Loan Facility and the Tranche A-3 Term Loan Facility may be referred to collectively herein as the “Omega Term Loan Facilities”.

The Tranche A-3 Term Loan Facility bears interest at LIBOR plus an applicable percentage (beginning at 150 basis points, with a range of 100 to 195 basis points) based on our ratings from Standard & Poor’s, Moody’s and/or Fitch Ratings. The Tranche A-3 Term Loan Facility matures on January 29, 2021.

$700 Million 4.5% Senior Notes due 2023

On July 12, 2016, we issued $700 million aggregate principal amount of our 4.375% Senior Notes due 2023 (the “2023 Notes”). The 2023 Notes were sold at an issue price of 99.739% of their face value before the underwriters’ discount. Our net proceeds from the offering, after deducting underwriting discounts and expenses, were approximately $692.0 million. The net proceeds from the offering were used to repay outstanding borrowings under our revolving credit facility, to purchase the $180.0 million mortgage term loan and for general corporate purposes.

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FINANCIAL INSTRUMENTS

9 Months Ended

Sep. 30, 2016

Fair Value Disclosures [Abstract]

FINANCIAL INSTRUMENTS

NOTE 13 – FINANCIAL INSTRUMENTS

At September 30, 2016 and December 31, 2015, the carrying amounts and fair values of our financial instruments were as follows:

	September 30, 2016				December 31, 2015
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(in thousands)
Assets:
Cash and cash equivalents	$	32,567	$	32,567	$	5,424	$	5,424
Restricted cash		12,282		12,282		14,607		14,607
Investments in direct financing leases – net		597,779		594,489		587,701		584,358
Mortgage notes receivable – net		624,339		630,576		679,795		687,130
Other investments – net		277,251		272,514		89,299		90,745
Total	$	1,544,218	$	1,542,428	$	1,376,826	$	1,382,264
Liabilities:
Revolving line of credit	$	223,000	$	223,000	$	230,000	$	230,000
Tranche A-1 term loan		200,000		200,000		200,000		200,000
Tranche A-2 term loan		200,000		200,000		200,000		200,000
Tranche A-3 term loan		350,000		350,000		—		—
Omega OP term loan		100,000		100,000		100,000		100,000
2015 term loan		250,000		250,000		250,000		250,000
4.375% notes due 2023 – net		698,237		725,932		—		—
5.875% notes due 2024 – net		400,000		466,755		400,000		429,956
4.95% notes due 2024 – net		395,758		421,791		395,333		403,064
4.50% notes due 2025 – net		248,257		254,384		248,099		242,532
5.25% notes due 2026 – net		598,466		645,477		598,343		612,760
4.50% notes due 2027 – net		691,130		698,660		690,494		667,651
Mortgage term loan due 2019		—		—		180,000		180,000
HUD debt – net		55,271		57,331		56,204		52,678
Subordinated debt – net		20,520		25,429		20,613		24,366
Other		3,000		3,000		—		—
Total	$	4,433,639	$	4,621,759	$	3,569,086	$	3,593,007

Fair value estimates are subjective in nature and are dependent on a number of important assumptions, including estimates of future cash flows, risks, discount rates and relevant comparable market information associated with each financial instrument (see Note 2 – Summary of Significant Accounting Policies in our Current Report on Form 8-K filed with the SEC on June 30, 2016). The use of different market assumptions and estimation methodologies may have a material effect on the reported estimated fair value amounts.

The following methods and assumptions were used in estimating fair value disclosures for financial instruments.

· Cash and cash equivalents and restricted cash: The carrying amount of cash and cash equivalents and restricted cash reported in the Consolidated Balance Sheets approximates fair value because of the short maturity of these instruments (i.e., less than 90 days) (Level 1).

· Direct financing leases: The fair value of the investments in direct financing leases are estimated using a discounted cash flow analysis, using interest rates being offered for similar leases to borrowers with similar credit ratings (Level 3).

· Mortgage notes receivable: The fair value of the mortgage notes receivables are estimated using a discounted cash flow analysis, using interest rates being offered for similar loans to borrowers with similar credit ratings (Level 3).

· Other investments: Other investments are primarily comprised of notes receivable. The fair values of notes receivable are estimated using a discounted cash flow analysis, using interest rates being offered for similar loans to borrowers with similar credit ratings (Level 3).

· Revolving line of credit and term loans: The fair value of our borrowings under variable rate agreements are estimated using a present value technique based on expected cash flows discounted using the current market rates (Level 3).

· Senior notes and subordinated debt: The fair value of our borrowings under fixed rate agreements are estimated using a present value technique based on inputs from trading activity provided by a third party (Level 2).

· HUD debt: The fair value of our borrowings under HUD debt agreements are estimated using an expected present value technique based on quotes obtained by HUD debt brokers (Level 2).

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LITIGATION

9 Months Ended

Sep. 30, 2016

Commitments and Contingencies Disclosure [Abstract]

LITIGATION

NOTE 14 – LITIGATION

We are subject to various legal proceedings, claims and other actions arising out of the normal course of business. While any legal proceeding or claim has an element of uncertainty, management believes that the outcome of each lawsuit, claim or legal proceeding that is pending or threatened, or all of them combined, will not have a material adverse effect on our consolidated financial position or results of operations.

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EARNINGS PER SHARE

9 Months Ended

Sep. 30, 2016

Net Income Available To Common Per Share

EARNINGS PER SHARE

NOTE 15 – EARNINGS PER SHARE

The computation of basic earnings per share (“EPS”) is computed by dividing net income available to common stockholders by the weighted-average number of shares of common stock outstanding during the relevant period. Diluted EPS is computed using the treasury stock method, which is net income divided by the total weighted-average number of common outstanding shares plus the effect of dilutive common equivalent shares during the respective period. Dilutive common shares reflect the assumed issuance of additional common shares pursuant to certain of our share-based compensation plans, including stock options, restricted stock and performance restricted stock units and the assumed issuance of additional shares related to Omega OP Units held by outside investors.

The following tables set forth the computation of basic and diluted earnings per share:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
	(in thousands, except per share amounts)
Numerator:
Net income	$	82,134		$	83,254		$	253,484		$	169,772
Less: net income attributable to noncontrolling interests		(3,585	)		(3,852	)		(11,328	)		(5,890	)
Net income available to common stockholders	$	78,549		$	79,402		$	242,156		$	163,882
Denominator:
Denominator for basic earnings per share		194,123			184,739			190,444			167,261
Effect of dilutive securities:
Common stock equivalents		1,093			1,483			1,174			1,580
Noncontrolling interest – OP units		8,862			8,961			8,910			5,983
Denominator for diluted earnings per share		204,078			195,183			200,528			174,824
Earnings per share – basic:
Net income available to common stockholders	$	0.40		$	0.43		$	1.27		$	0.98
Earnings per share – diluted:
Net income	$	0.40		$	0.43		$	1.26		$	0.97

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CONSOLIDATING FINANCIAL STATEMENTS

9 Months Ended

Sep. 30, 2016

Condensed Financial Information Of Parent Company Only Disclosure [Abstract]

CONSOLIDATING FINANCIAL STATEMENTS

NOTE 16 – CONSOLIDATING FINANCIAL STATEMENTS

As of September 30, 2016, we had outstanding: (i) $700 million 4.375% Senior Notes due 2023, (ii) $400 million 5.875% Senior Notes due 2024, (iii) $400 million 4.95% Senior Notes due 2024, (iv) $250 million 4.5% Senior Notes due 2025, (v) $600 million 5.25% Senior Notes due 2026 and (vi) $700 million 4.5% Senior Notes due 2027 (collectively, the “Senior Notes”). The Senior Notes are fully and unconditionally guaranteed, jointly and severally, by each of our subsidiaries that guarantee other indebtedness of Omega or any of the subsidiary guarantors. All of our subsidiaries that guarantee the Senior Notes also guarantee amounts outstanding under the Omega Credit Facilities and 2015 term loan listed in Note 12 – Borrowing Activities and Arrangements. In addition, all such subsidiary guarantors that are subsidiaries of Omega OP also guarantee amounts outstanding under the Omega OP term loan listed in Note 12 – Borrowing Activities and Arrangements.

The following summarized condensed consolidating financial information segregates the financial information of the non-guarantor subsidiaries from the financial information of Omega Healthcare Investors, Inc. and the subsidiary guarantors under the Senior Notes. Our non-guarantor subsidiaries include, among others, all subsidiaries securing secured debt that is currently outstanding and our U.K. subsidiaries. The results and financial position of acquired entities are included from the dates of their respective acquisitions.

The 2015 financial statements presented below have been adjusted to reflect our current guarantor and non-guarantor relationships as of September 30, 2016.

OMEGA HEALTHCARE INVESTORS, INC.

CONSOLIDATING BALANCE SHEET

Unaudited

(in thousands)

	September 30, 2016
	Issuer & Subsidiary Guarantors			Non – Guarantor Subsidiaries			Elimination			Consolidated
ASSETS
Real estate properties
Land and buildings	$	6,938,032		$	655,854		$	—		$	7,593,886
Less accumulated depreciation		(1,142,146	)		(43,931	)		—			(1,186,077	)
Real estate properties – net		5,795,886			611,923			—			6,407,809
Investment in direct financing leases		597,779			—			—			597,779
Mortgage notes receivable		624,339			—			—			624,339
		7,018,004			611,923			—			7,629,927
Other investments		276,862			389			—			277,251
		7,294,866			612,312			—			7,907,178
Assets held for sale – net		91,210			—			—			91,210
Total investments		7,386,076			612,312			—			7,998,388
Cash and cash equivalents		27,576			4,991			—			32,567
Restricted cash		7,111			5,171			—			12,282
Accounts receivable – net		216,597			8,628			—			225,225
Goodwill		630,679			13,450			—			644,129
Investments in and advances to affiliates		580,945			—			(580,945	)		—
Other assets		58,185			11,587			—			69,772
Total assets	$	8,907,169		$	656,139		$	(580,945	)	$	8,982,363
LIABILITIES AND EQUITY
Revolving line of credit	$	223,000		$	—		$	—		$	223,000
Term loan		1,100,000			—			—			1,100,000
Secured borrowings		—			440,099			(384,828	)		55,271
Unsecured borrowings – net		3,055,368			—			—			3,055,368
Accrued expenses and other liabilities		353,610			7,986			—			361,596
Deferred income taxes		—			11,937			—			11,937
Intercompany payable		—			7,894			(7,894	)		—
Total liabilities		4,731,978			467,916			(392,722	)		4,807,172
Equity:
Common stock		19,514			—			—			19,514
Equity investment from affiliates		—			164,285			(164,285	)		—
Common stock – additional paid-in capital		4,827,877			—			—			4,827,877
Cumulative net earnings		1,614,678			23,516			(23,516	)		1,614,678
Cumulative dividends paid		(2,587,841	)		—			—			(2,587,841	)
Accumulated other comprehensive (loss) income		(52,170	)		422			(422	)		(52,170	)
Total stockholders’ equity		3,822,058			188,223			(188,223	)		3,822,058
Noncontrolling interest		353,133			—			—			353,133
Total equity		4,175,191			188,223			(188,223	)		4,175,191
Total liabilities and equity	$	8,907,169		$	656,139		$	(580,945	)	$	8,982,363

OMEGA HEALTHCARE INVESTORS, INC.

 CONSOLIDATING BALANCE SHEET

(in thousands)

	December 31, 2015
	Issuer & Subsidiary Guarantors			Non – Guarantor Subsidiaries			Elimination			Consolidated
ASSETS
Real estate properties
Land and buildings	$	6,184,507		$	559,451		$	—		$	6,743,958
Less accumulated depreciation		(991,314	)		(27,836	)		—			(1,019,150	)
Real estate properties – net		5,193,193			531,615			—			5,724,808
Investment in direct financing leases		587,701			—			—			587,701
Mortgage notes receivable		679,795			—			—			679,795
		6,460,689			531,615			—			6,992,304
Other investments		89,299			—			—			89,299
		6,549,988			531,615			—			7,081,603
Assets held for sale – net		6,599			—			—			6,599
Total investments		6,556,587			531,615			—			7,088,202
Cash and cash equivalents		1,592			3,832			—			5,424
Restricted cash		8,058			6,549			—			14,607
Accounts receivable – net		196,107			7,755			—			203,862
Goodwill		630,404			15,279			—			645,683
Investments in and advances to affiliates		300,409			—			(300,409	)		—
Other assets		53,732			7,499			—			61,231
Total assets	$	7,746,889		$	572,529		$	(300,409	)	$	8,019,009
LIABILITIES AND EQUITY
Revolving line of credit	$	230,000		$	—		$	—		$	230,000
Term loan		750,000			—			—			750,000
Secured borrowings		—			361,460			(125,256	)		236,204
Unsecured borrowings – net		2,352,882			—			—			2,352,882
Accrued expenses and other liabilities		326,815			6,891			—			333,706
Deferred income taxes		—			15,352			—			15,352
Intercompany payable		(13,673	)		13,673			—			—
Total liabilities		3,646,024			397,376			(125,256	)		3,918,144
Equity:
Common stock		18,740			—			—			18,740
Equity investment from affiliates		—			156,830			(156,830	)		—
Common stock – additional paid-in capital		4,609,474			—			—			4,609,474
Cumulative net earnings		1,372,522			18,246			(18,246	)		1,372,522
Cumulative dividends paid		(2,254,038	)		—			—			(2,254,038	)
Accumulated other comprehensive (loss) income		(8,712	)		77			(77	)		(8,712	)
Total stockholders’ equity		3,737,986			175,153			(175,153	)		3,737,986
Noncontrolling interest		362,879			—			—			362,879
Total equity		4,100,865			175,153			(175,153	)		4,100,865
Total liabilities and equity	$	7,746,889		$	572,529		$	(300,409	)	$	8,019,009

OMEGA HEALTHCARE INVESTORS, INC.

CONSOLIDATING STATEMENT OF OPERATIONS

Unaudited

(in thousands)

	Three Months Ended September 30, 2016												Nine Months Ended September 30, 2016
	Issuer & Subsidiary Guarantors			Non – Guarantor Subsidiaries			Elimination			Consolidated			Issuer & Subsidiary Guarantors			Non – Guarantor Subsidiaries			Elimination			Consolidated
Revenue
Rental income	$	170,639		$	15,198		$	-		$	185,837		$	504,780		$	44,214		$	-		$	548,994
Income from direct financing leases		15,611			-			-			15,611			46,574			-			-			46,574
Mortgage interest income		15,996			-			-			15,996			53,973			-			-			53,973
Other investment income – net		8,552			16			(1,374	)		7,194			18,120			54			(1,374	)		16,800
Total operating revenues		210,798			15,214			(1,374	)		224,638			623,447			44,268			(1,374	)		666,341
Expenses
Depreciation and amortization		62,460			5,856			-			68,316			179,219			17,035			-			196,254
General and administrative		12,303			125			-			12,428			34,326			389			-			34,715
Acquisition and merger related costs		2,026			283			-			2,309			5,779			3,805			-			9,584
Impairment loss on real estate properties		17,275			-			-			17,275			58,508			218			-			58,726
(Recovery) provision for uncollectible mortgages, notes and accounts receivable		(3	)		-			-			(3	)		705			3,262			-			3,967
Total operating expenses		94,061			6,264			-			100,325			278,537			24,709			-			303,246
Income before other income and expense		116,737			8,950			(1,374	)		124,313			344,910			19,559			(1,374	)		363,095
Other income (expense):
Interest income		154			3			-			157			160			9			-			169
Interest expense		(39,114	)		(5,115	)		1,374			(42,855	)		(106,807	)		(14,295	)		1,374			(119,728	)
Interest – amortization of deferred financing costs		(2,476	)		(26	)		-			(2,502	)		(6,806	)		(38	)		-			(6,844	)
Interest – refinancing costs		(1,815	)		-			-			(1,815	)		(2,113	)		-			-			(2,113	)
Realized loss on foreign exchange		(222	)		-			-			(222	)		(244	)		-			-			(244	)
Equity in earnings		3,986			-			(3,986	)		-			5,270			-			(5,270	)		-
Total other expense		(39,487	)		(5,138	)		(2,612	)		(47,237	)		(110,540	)		(14,324	)		(3,896	)		(128,760	)
Income before gain on assets sold		77,250			3,812			(3,986	)		77,076			234,370			5,235			(5,270	)		234,335
Gain on assets sold - net		5,139			-			-			5,139			19,931			-			-			19,931
Income from continuing operations before income taxes		82,389			3,812			(3,986	)		82,215			254,301			5,235			(5,270	)		254,266
Income taxes		(255	)		174			-			(81	)		(817	)		35			-			(782	)
Net income		82,134			3,986			(3,986	)		82,134			253,484			5,270			(5,270	)		253,484
Net income attributable to noncontrolling interest		(3,585	)		-			-			(3,585	)		(11,328	)		-			-			(11,328	)
Net income available to common stockholders	$	78,549		$	3,986		$	(3,986	)	$	78,549		$	242,156		$	5,270		$	(5,270	)	$	242,156

OMEGA HEALTHCARE INVESTORS, INC.

CONSOLIDATING STATEMENTS OF OPERATIONS

(in thousands)

	Three Months Ended September 30, 2015												Nine Months Ended September 30, 2015
	Issuer & Subsidiary Guarantors			Non – Guarantor Subsidiaries			Elimination			Consolidated			Issuer & Subsidiary Guarantors			Non – Guarantor Subsidiaries			Elimination			Consolidated
Revenue
Rental income	$	153,029		$	13,594		$	-		$	166,623		$	402,341		$	28,358		$	-		$	430,699
Income from direct financing leases		15,216			-			-			15,216			44,582			-			-			44,582
Mortgage interest income		17,195			-			-			17,195			51,336			-			-			51,336
Other investment income – net		2,940			-			-			2,940			6,488			-			-			6,488
Total operating revenues		188,380			13,594			-			201,974			504,747			28,358			-			533,105
Expenses
Depreciation and amortization		54,600			5,543			-			60,143			138,381			11,528			-			149,909
General and administrative		10,064			96			-			10,160			26,201			281			-			26,482
Acquisition and merger related costs		3,555			-			-			3,555			52,994			2,513			-			55,507
Impairment loss on real estate properties		1,743			-			-			1,743			14,641			-			-			14,641
Provision for uncollectible mortgages, notes and accounts receivable		301			-			-			301			292			-			-			292
Total operating expenses		70,263			5,639			-			75,902			232,509			14,322			-			246,831
Income before other income and expense		118,117			7,955			-			126,072			272,238			14,036			-			286,274
Other income (expense):
Interest income		1			4			-			5			196			9			-			205
Interest expense		(34,255	)		(3,914	)		-			(38,169	)		(100,966	)		(7,810	)		-			(108,776	)
Interest – amortization of deferred financing costs		(1,852	)		(5	)		-			(1,857	)		(5,020	)		(16	)		-			(5,036	)
Interest – refinancing costs		-			-			-			-			(8,361	)		-			-			(8,361	)
Equity in earnings		3,771			-			(3,771	)		-			5,771			-			(5,771	)		-
Total other expense		(32,335	)		(3,915	)		(3,771	)		(40,021	)		(108,380	)		(7,817	)		(5,771	)		(121,968	)
Income before gain (loss) on assets sold		85,782			4,040			(3,771	)		86,051			163,858			6,219			(5,771	)		164,306
(Loss) gain on assets sold – net		(2,391	)		-			-			(2,391	)		6,411			-			-			6,411
Income from continuing operations before income taxes		83,391			4,040			(3,771	)		83,660			170,269			6,219			(5,771	)		170,717
Income taxes		(137	)		(269	)		-			(406	)		(497	)		(448	)		-			(945	)
Net income		83,254			3,771			(3,771	)		83,254			169,772			5,771			(5,771	)		169,772
Net income attributable to noncontrolling interest		(3,852	)		-			-			(3,852	)		(5,890	)		-			-			(5,890	)
Net income available to common stockholders	$	79,402		$	3,771		$	(3,771	)	$	79,402		$	163,882		$	5,771		$	(5,771	)	$	163,882

OMEGA HEALTHCARE INVESTORS, INC.

CONSOLIDATING STATEMENTS OF CASH FLOWS

Unaudited (in thousands)

	Nine Months Ended September 30, 2016
	Issuer & Subsidiary Guarantors			Non-Guarantor Subsidiaries			Elimination			Consolidated
Cash flows from operating activities
Net income	$	253,484		$	5,270		$	(5,270	)	$	253,484
Adjustment to reconcile net income to cash provided by operating activities:
Depreciation and amortization		179,219			17,035			—			196,254
Provision for impairment on real estate properties		58,508			218			—			58,726
Provision for uncollectible mortgages, notes and accounts receivable		705			3,262			—			3,967
Amortization of deferred financing and refinancing costs		8,919			38			—			8,957
Accretion of direct financing leases		(8,999	)		—			—			(8,999	)
Stock-based compensation		10,116			—			—			10,116
Gain on assets sold – net		(19,931	)		—			—			(19,931	)
Amortization of acquired in-place leases - net		(10,957	)		—			—			(10,957	)
Equity in earnings		(5,270	)		—			5,270			—
Change in operating assets and liabilities – net of amounts assumed/acquired:
Accounts receivable – net		205			(2	)		—			203
Straight-line rent receivables		(25,574	)		(4,385	)		—			(29,959	)
Lease inducements		1,942			—			—			1,942
Effective yield receivable on mortgage notes		(209	)		—			—			(209	)
Other operating assets and liabilities		5,214			(11,571	)		—			(6,357	)
Net cash provided by operating activities		447,372			9,865			—			457,237
Cash flows from investing activities
Acquisition of real estate – net of liabilities assumed and escrows acquired		(833,390	)		(126,358	)		—			(959,748	)
Investment in construction in progress		(44,113	)		—			—			(44,113	)
Investments in subsidiaries		(120,741	)		—			120,741			—
Investment in direct financing leases		(1,079	)		—			—			(1,079	)
Placement of mortgage loans		(27,895	)		—			—			(27,895	)
Proceeds from sale of real estate investments		64,746			—			—			64,746
Capital improvements to real estate investments		(29,761	)		(1,647	)		—			(31,408	)
Proceeds from other investments		47,901			1,581			—			49,482
Investments in other investments		(240,865	)		(2,134	)		—			(242,999	)
Collection of mortgage principal		58,149			—			—			58,149
Net cash used in investing activities		(1,127,048	)		(128,558	)		120,741			(1,134,865	)
Cash flows from financing activities
Proceeds from credit facility borrowings		1,134,000			—			—			1,134,000
Payments on credit facility borrowings		(1,141,000	)		—			—			(1,141,000	)
Receipts of other long-term borrowings		1,048,173			—			—			1,048,173
Payments of other long-term borrowings		(180,000	)		(934	)		—			(180,934	)
Payments of financing related costs		(11,746	)		(24	)		—			(11,770	)
Receipts from dividend reinvestment plan		229,769			—			—			229,769
Payments for exercised options and restricted stock – net		(23,403	)		—			—			(23,403	)
Dividends paid		(333,663	)		—			—			(333,663	)
Contributions from affiliate		—			120,741			(120,741	)		—
Redemption of OP Units		(732	)		—			—			(732	)
Distributions to OP Unit Holders		(15,738	)		—			—			(15,738	)
Net cash provided by financing activities		705,660			119,783			(120,741	)		704,702
Increase in cash and cash equivalents		25,984			1,090			—			27,074
Effect of foreign currency translation on cash and cash equivalents		—			69			—			69
Cash and cash equivalents at beginning of period		1,592			3,832			—			5,424
Cash and cash equivalents at end of period	$	27,576		$	4,991		$	—		$	32,567

OMEGA HEALTHCARE INVESTORS, INC.

CONSOLIDATING STATEMENTS OF CASH FLOWS

(in thousands)

	Nine Months Ended September 30, 2015
	Issuer & Subsidiary Guarantors			Non-Guarantor Subsidiaries			Elimination			Consolidated
Cash flows from operating activities
Net income	$	169,772		$	5,771		$	(5,771	)	$	169,772
Adjustment to reconcile net income to cash provided by operating activities:
Depreciation and amortization		138,381			11,528			—			149,909
Provision for impairment on real estate properties		14,641			—			—			14,641
Provision for uncollectible mortgages, notes and accounts receivable		292			—			—			292
Amortization of deferred financing and refinancing costs		13,381			16			—			13,397
Accretion of direct financing leases		(8,124	)		—			—			(8,124	)
Stock-based compensation		6,682			—			—			6,682
Gain on assets sold – net		(6,411	)		—			—			(6,411	)
Amortization of acquired in-place leases - net		(4,264	)		—			—			(4,264	)
Change in operating assets and liabilities – net of amounts assumed/acquired:
Accounts receivable, net		315			—			—			315
Straight-line rent receivables		(23,347	)		(3,218	)		—			(26,565	)
Lease inducements		347			—			—			347
Effective yield receivable on mortgage notes		(3,159	)		—			—			(3,159	)
Other operating assets and liabilities		9,648			553			5,771			15,972
Net cash provided by operating activities		308,154			14,650			—			322,804
Cash flows from investing activities
Acquisition of real estate – net of liabilities assumed and escrows acquired		(110,806	)		(177,484	)		—			(288,290	)
Cash acquired in merger		84,858			—			—			84,858
Investment in construction in progress		(145,276	)		—			—			(145,276	)
Investments in subsidiaries		(170,631	)		170,631			—			—
Investment in direct financing leases		(6,793	)		—			—			(6,793	)
Placement of mortgage loans		(7,601	)		—			—			(7,601	)
Proceeds from sale of real estate investments		41,541			—			—			41,541
Capital improvements to real estate investments		(16,356	)		(1,798	)		—			(18,154	)
Proceeds from other investments		37,428			—			—			37,428
Investments in other investments		(49,489	)		—			—			(49,489	)
Collection of mortgage principal		1,025			—			—			1,025
Net cash used in investing activities		(342,100	)		(8,651	)		—			(350,751	)
Cash flows from financing activities
Proceeds from credit facility borrowings		1,704,000			—			—			1,704,000
Payments on credit facility borrowings		(1,239,000	)		—			—			(1,239,000	)
Receipts of other long-term borrowings		1,588,124			—			—			1,588,124
Payments of other long-term borrowings		(1,587,158	)		(905	)		—			(1,588,063	)
Payments of financing related costs		(30,709	)		—			—			(30,709	)
Escrow deposit for other long-term borrowing		(614,998	)		—			—			(614,998	)
Receipts from dividend reinvestment plan		65,665			—			—			65,665
Payments for exercised options and restricted stock – net		(26,168	)		—			—			(26,168	)
Net proceeds from issuance of common stock		439,738			—			—			439,738
Dividends paid		(253,105	)		—			—			(253,105	)
Distributions to OP Unit holders		(6,598	)		—			—			(6,598	)
Net cash provided by (used in) financing activities		39,791			(905	)		—			38,886
Increase in cash and cash equivalents		5,845			5,094			—			10,939
Effect of foreign currency translation on cash and cash equivalents		—			(109	)		—			(109	)
Cash and cash equivalents at beginning of period		4,489			—			—			4,489
Cash and cash equivalents at end of period	$	10,334		$	4,985		$	—		$	15,319

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BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2016

Organization, Consolidation and Presentation Of Financial Statements [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the interim periods reported herein are not necessarily indicative of results to be expected for the full year. We have evaluated all subsequent events through the date of the filing of this Form 10-Q. These unaudited consolidated financial statements should be read in conjunction with the financial statements and the footnotes thereto included in our Current Report on Form 8-K filed with the SEC on June 30, 2016.

Our consolidated financial statements include the accounts of (i) Omega, (ii) Omega OP, and (iii) all direct and indirect wholly owned subsidiaries of Omega. All intercompany transactions and balances have been eliminated in consolidation.

Goodwill Impairment

Goodwill Impairment

We assess goodwill for potential impairment during the fourth quarter of each fiscal year, or during the year if an event or other circumstance indicates that we may not be able to recover the carrying amount of the net assets of the reporting unit. In evaluating goodwill for impairment on an interim basis, we assess qualitative factors such as a significant decline in real estate valuations, current macroeconomic conditions, state of the equity and capital markets and our overall financial and operating performance or a significant decline in the value of our market capitalization, to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of the reporting unit is less than its carrying amount. On an annual basis during the fourth quarter of each fiscal year, or on an interim basis if we conclude it is more likely than not that the fair value of the reporting unit is less than its carrying value, we perform a two-step goodwill impairment test to identify potential impairment and measure the amount of impairment we will recognize, if any. The goodwill is not deductible for tax purposes.

Asset Impairment

Asset Impairment

Management evaluates our real estate investments for impairment indicators at each reporting period, including the evaluation of our assets’ useful lives. The judgment regarding the existence of impairment indicators is based on factors such as, but not limited to, market conditions, operator performance, legal structure, as well as our intent with respect to holding or disposing of the asset. If indicators of impairment are present, management evaluates the carrying value of the related real estate investments in relation to the future undiscounted cash flows of the underlying facilities. Provisions for impairment losses related to long-lived assets are recognized when expected future undiscounted cash flows based on our intended use of the property are determined to be less than the carrying values of the assets. An adjustment is made to the net carrying value of the real estate investments for the excess of carrying value over fair value. The fair value of the real estate investment is determined by market research, which includes valuing the property as a nursing home as well as other alternative uses. All impairments are taken as a period cost at that time, and depreciation is adjusted going forward to reflect the new value assigned to the asset. Management’s impairment evaluation process, and when applicable, impairment calculations involve estimation of the future cash flows from management’s intended use of the property. Changes in the facts and circumstances that drive management’s assumptions may result in an impairment of the Company’s assets in a future period that could be material to the Company’s results of operations.

If we decide to sell real estate properties or land holdings, we evaluate the recoverability of the carrying amounts of the assets. If the evaluation indicates that the carrying value is not recoverable from estimated net sales proceeds, the property is written down to estimated fair value less costs to sell. Our estimates of cash flows and fair values of the properties are based on current market conditions and consider matters such as rental rates and occupancies for comparable properties, recent sales data for comparable properties, and, where applicable, contracts or the results of negotiations with purchasers or prospective purchasers.

Redeemable Limited Partnership Unitholder Interests and Noncontrolling Interests

Redeemable Limited Partnership Unitholder Interests and Noncontrolling Interests

As of April 1, 2015 and after giving effect to the Aviv Merger, the Company owned approximately 138.8 million Omega OP Units and Aviv OP owned approximately 52.9 million Omega OP Units. Each of the Omega OP Units (other than the Omega OP Units owned by Omega) is redeemable at the election of the Omega OP Unit holder for cash equal to the then-fair market value of one share of Omega common stock, par value $0.10 per share (“Omega Common Stock”), subject to the Company’s election to exchange the Omega OP Units tendered for redemption for shares of Omega Common Stock on a one-for-one basis, subject to adjustment as set forth in the Partnership Agreement, in an unregistered transaction.

Effective June 30, 2015, the Company (through Merger Sub, in its capacity as the general partner of Aviv OP) caused Aviv OP to make a distribution of Omega OP Units held by Aviv OP (or equivalent value) to Aviv OP investors (the “Aviv OP Distribution”) in connection with the liquidation of Aviv OP. As a result of the Aviv OP Distribution, Omega directly and indirectly owned approximately 95% of the outstanding Omega OP Units, and the other investors owned approximately 5% of the outstanding Omega OP Units. As a part of the Aviv OP Distribution, Omega settled approximately 0.2 million units via cash settlement. As of September 30, 2016, Omega directly and indirectly owns approximately 96% of the outstanding Omega OP Units, and the other investors own approximately 4% of the outstanding Omega OP Units.

Noncontrolling Interests

Noncontrolling Interests

Noncontrolling interests is the portion of equity in the Omega OP not attributable to the Company. We present the portion of any equity that we do not own in consolidated entities as noncontrolling interests and classify those interests as a component of total equity, separate from total stockholders’ equity, on our Consolidated Balance Sheets. We include net income attributable to the noncontrolling interests in net income in our Consolidated Statements of Operations.

As our ownership of a controlled subsidiary increases or decreases, any difference between the aggregate consideration paid to acquire the noncontrolling interests and our noncontrolling interest balance is recorded as a component of equity in additional paid-in capital, so long as we maintain a controlling ownership interest.

Foreign Operations

Foreign Operations

The U.S. dollar is the functional currency for our consolidated subsidiaries operating in the United States. The functional currency for our consolidated subsidiaries operating in countries other than the United States is the principal currency in which the entity primarily generates and expends cash. For our consolidated subsidiaries whose functional currency is not the U.S. dollar, we translate their financial statements into the U.S. dollar. We translate assets and liabilities at the exchange rate in effect as of the financial statement date. Revenue and expense accounts are translated using an average exchange rate for the period. Gains and losses resulting from translation are included in accumulated other comprehensive loss (“AOCL”), as a separate component of equity and a proportionate amount of gain or loss is allocated to noncontrolling interest.

We and certain of our consolidated subsidiaries may have intercompany and third-party debt that is not denominated in the entity’s functional currency. When the debt is remeasured against the functional currency of the entity, a gain or loss can result. The resulting adjustment is reflected in results of operations, unless it is intercompany debt that is deemed to be long-term in nature and then the adjustments are included in AOCL.

Derivative Instruments

Derivative Instruments

During our normal course of business, we may use certain types of derivative instruments for the purpose of managing interest rate and currency risk. To qualify for hedge accounting, derivative instruments used for risk management purposes must effectively reduce the risk exposure that they are designed to hedge. In addition, at the inception of a qualifying cash flow hedging relationship, the underlying transaction or transactions, must be, and are expected to remain, probable of occurring in accordance with the Company’s related assertions. The Company recognizes all derivative instruments, including embedded derivatives required to be bifurcated, as assets or liabilities in the Consolidated Balance Sheets at their fair value which are determined using a market approach and Level 2 inputs. Changes in the fair value of derivative instruments that are not designated in hedging relationships or that do not meet the criteria of hedge accounting are recognized in earnings. For derivatives designated as qualifying cash flow hedging relationships, the change in fair value of the effective portion of the derivatives is recognized in AOCL as a separate component of equity and a proportionate amount of gain or loss is allocated to noncontrolling interest, whereas the change in fair value of the ineffective portion is recognized in earnings. We formally document all relationships between hedging instruments and hedged items, as well as our risk-management objectives and strategy for undertaking various hedge transactions. This process includes designating all derivatives that are part of a hedging relationship to specific forecasted transactions as well as recognized obligations or assets in the Consolidated Balance Sheets. We also assess and document, both at inception of the hedging relationship and on a quarterly basis thereafter, whether the derivatives are highly effective in offsetting the designated risks associated with the respective hedged items. If it is determined that a derivative ceases to be highly effective as a hedge, or that it is probable the underlying forecasted transaction will not occur, we discontinue hedge accounting prospectively and record the appropriate adjustment to earnings based on the current fair value of the derivative. As a matter of policy, we do not use derivatives for trading or speculative purposes. At September 30, 2016 and December 31, 2015, we had $12.8 million and $0.7 million, respectively, of qualifying cash flow hedges recorded at fair value in accrued expenses and other liabilities on our Consolidated Balance Sheets.

Accounts Receivable

Accounts Receivable

Accounts receivable includes: contractual receivables, effective yield interest receivables, straight-line rent receivables and lease inducements, net of an estimated provision for losses related to uncollectible and disputed accounts. Contractual receivables relate to the amounts currently owed to us under the terms of our lease and loan agreements. Effective yield interest receivables relate to the difference between the interest income recognized on an effective yield basis over the term of the loan agreement and the interest currently due to us according to the contractual agreement. Straight-line receivables relate to the difference between the rental revenue recognized on a straight-line basis and the amounts currently due to us according to the contractual agreement. Lease inducements result from value provided by us to the lessee, at the inception or renewal of the lease, and are amortized as a reduction of rental revenue over the non-cancellable lease term.

On a quarterly basis, we review our accounts receivable to determine their collectability. The determination of collectability of these assets requires significant judgment and is affected by several factors relating to the credit quality of our operators that we regularly monitor, including (i) payment history, (ii) the age of the contractual receivables, (iii) the current economic conditions and reimbursement environment, (iv) the ability of the tenant to perform under the terms of their lease and/or contractual loan agreements and (v) the value of the underlying collateral of the agreement.  If we determine collectability of any of our contractual receivables is at risk, we estimate the potential uncollectible amounts and provide an allowance. In the case of a lease recognized on a straight-line basis, a mortgage recognized on an effective yield basis or the existence of lease inducements, we generally provide an allowance for straight-line, effective interest, and or lease inducement accounts receivable when certain conditions or indicators of adverse collectability are present. If the accounts receivable balance is subsequently deemed uncollectible, the receivable and allowance for doubtful account balance are written off.

A summary of our net receivables by type is as follows:

	September 30,			December 31,
	2016			2015
	(in thousands)
Contractual receivables	$	8,297		$	8,452
Effective yield interest receivables		9,237			9,028
Straight-line receivables		199,008			175,709
Lease inducements		9,040			10,982
Allowance		(357	)		(309	)
Accounts receivable – net	$	225,225		$	203,862

In the first quarter of 2016, we entered into agreements to transition 27 facilities from one of our former operators to a current operator. As a result of the transition, we wrote off approximately $3.4 million of straight line receivable from the former operator.

Related Party Transactions

Related Party Transactions

The Company has a policy which generally requires related party transactions to be approved or ratified by the Audit Committee. On February 1, 2016, we acquired 10 SNFs from Laurel Healthcare Holdings, Inc. (“Laurel”) for approximately $169.0 million in cash and leased them to an unrelated existing operator. A former member of the Board of Directors of the Company, together with certain members of his immediate family, beneficially owned approximately 34% of the equity of Laurel prior to the transaction. Immediately following our acquisition, the unrelated existing operator acquired all of the outstanding equity interests of Laurel, including the interests previously held by the former director of the Company and his family.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU 2014-09 states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” While ASU 2014-09 specifically references contracts with customers, it may apply to certain other transactions such as the sale of real estate or equipment. ASU 2014-09 is effective for the Company beginning January 1, 2018. In addition, the FASB has begun to issue targeted updates to clarify specific implementation issues of ASU 2014-09. These updates include ASU 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net), ASU 2016-10, Identifying Performance Obligations and Licensing, and ASU 2016-12, Narrow-Scope Improvements and Practical Expedients. The Company is currently evaluating the provisions of ASU 2014-09 and its related updates and will be closely monitoring developments and additional guidance to determine the potential impact of the new standard. The Company intends to adopt ASU 2014-09 and its subsequent updates retrospectively. We do not expect the adoption of ASU 2014-09 and its updates to have a significant impact on our consolidated financial statements, as a substantial portion of our revenue consists of rental income from leasing arrangements and interest income from loan arrangements, both of which are specifically excluded from ASU 2014-09.

In February 2015, the FASB issued ASU 2015-02, Amendments to the Consolidation Analysis (“ASU 2015-02”), which amends certain requirements for determining whether a variable interest entity must be consolidated. The amendments in ASU 2015-02 are effective for annual and interim reporting periods of public entities beginning after December 31, 2015 and were adopted by the Company during the quarter ended March 31, 2016. The effect of this guidance was immaterial to the Company’s consolidated results of operations, financial position and cash flows.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall (“ASU 2016–01”), which makes limited amendments to the guidance in U.S. GAAP on the classification and measurement of financial instruments. The new standard significantly revises an entity's accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. It also amends certain disclosure requirements associated with the fair value of financial instruments. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods therein. Early adoption is permitted specifically for the amendments pertaining to the presentation of certain fair value changes for financial liabilities measured at fair value. Early adoption of all other amendments is not permitted. Upon adoption, the Company will be required to make a cumulative-effect adjustment to the Consolidated Balance Sheet as of the beginning of the first reporting period in which the guidance is effective. We are currently evaluating the impact of adopting ASU 2016-01 on our consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”), which amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASU 2016-02 will be effective for the Company beginning January 1, 2019. Early adoption of ASU 2016-02 as of its issuance is permitted. The new standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. We are currently evaluating the impact of adopting ASU 2016-02 on our consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718) (“ASU 2016-09”). ASU 2016-09 amends the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. This guidance is effective for annual and interim reporting periods of public entities beginning after December 15, 2017, with early adoption permitted. We are currently evaluating the impact of adopting ASU 2016-09 on our consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) (“ASU 2016-13”), which changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for losses. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2019 and early adoption is permitted for annual and interim periods beginning after December 15, 2018. We are currently evaluating the impact of adopting ASU 2016-13 on our consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 eliminates the diversity in practice related to the classification of certain cash receipts and payments for debt prepayment or extinguishment costs, the maturing of a zero coupon bond, the settlement of contingent liabilities arising from a business combination, proceeds from insurance settlements, distributions from certain equity method investees and beneficial interests obtained in a financial asset securitization. ASU 2016-15 designates the appropriate cash flow classification, including requirements to allocate certain components of these cash receipts and payments among operating, investing and financing activities. The retrospective transition method, requiring adjustment to all comparative periods presented, is required unless it is impracticable for some of the amendments, in which case those amendments would be applied prospectively as of the earliest date practicable. ASU No. 2016-15 is effective for annual and interim periods beginning after December 15, 2017 and early adoption is permitted. We are currently evaluating the impact of adopting ASU 2016-15 on our consolidated financial statements.

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BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 2016

Accounting Policies [Abstract]

Schedule of summary of net receivables

	September 30,			December 31,
	2016			2015
	(in thousands)
Contractual receivables	$	8,297		$	8,452
Effective yield interest receivables		9,237			9,028
Straight-line receivables		199,008			175,709
Lease inducements		9,040			10,982
Allowance		(357	)		(309	)
Accounts receivable – net	$	225,225		$	203,862

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PROPERTIES AND INVESTMENTS (Tables)

9 Months Ended

Sep. 30, 2016

Real Estate [Abstract]

Schedule of summary of significant acquisitions

	Number of Facilities								Land		Building & Site Improvements		Furniture & Fixtures		Initial Annual Cash
Period	SNF		ALF		Country/ State	Total  Investment			(in millions)						Yield  (%)
Q1		-		1	UK	$	8.3		$	1.4	$	6.7	$	0.2		7.00
Q1		-		1	UK		6.1			0.6		5.3		0.2		7.00
Q1		10		-	OH, VA, MI		169.0	(3)		10.5		152.5		6.0		8.50
Q1		-		2	GA		20.2			0.8		18.3		1.1		7.50
Q1		3		-	MD		25.0			2.5		19.9		2.6		8.50
Q1		21		-	VA, NC		212.5			19.3		181.1		12.1		8.50
Q2		-		10	UK		111.9	(4)		24.8		83.9		3.2		7.00
Q2		-		3	TX		66.0	(5)		5.8		58.6		1.6		6.80
Q2		3		-	CO, MO		31.8			3.1		26.2		2.5		9.00
Q3		-		1	FL		4.3	(1)		2.3		1.8		0.2		8.00
Q3		-		1	GA		2.5	(1)		0.2		2.1		0.2		8.00
Q3		-		1	FL		16.5	(1)		1.8		14.3		0.4		8.00
Q3		1		-	SC		10.1	(1)		2.7		6.5		0.9		9.00
Q3		1		-	OH		9.0	(1)(6)		-		8.6		0.4		9.00
Q3		31		-	FL, KY,TN		329.6	(1)(2)		24.6		290.8		14.2		9.00
Total		70		20		$	1,022.8		$	100.4	$	876.6	$	45.8

(1) The Company estimated the fair value of the assets acquired on the acquisition date based on certain valuation analyses that have yet to be finalized, and accordingly, the assets acquired, as detailed, are subject to adjustment once the analysis is completed.

(2) The Company’s investment includes a purchase option buyout obligation with a fair value of approximately $29.6 million. The future buyout obligation is recorded in accrued expenses and other liabilities on our Consolidated Balance Sheet. The Company also acquired a term loan with a fair value of approximately $37.0 million which is recorded in other investments on our Consolidated Balance Sheet. Refer to Note – 5 Other Investments.

(3) Acquired from a related party. Refer to Note – 1 Related Party Transactions.

(4) Omega also recorded a deferred tax asset of approximately $1.9 million in connection with the acquisition.

(5) The Company paid $63.0 million in cash at closing to acquire the facilities. We have agreed to pay an additional $1.5 million in April 2017 and the remaining $1.5 million in April 2018. The additional consideration to be paid is contractually determined and not contingent on other factors. The $3.0 million liability is recorded in unsecured borrowings – net on our Consolidated Balance Sheet.

(6) The Company paid approximately $3.5 million in cash to acquire the facility. The remainder of the purchase price (approximately $5.5 million) was funded with the redemption of an other investment note.

Schedule of allocation of the assets acquired and liabilities assumed

Fair value of net assets acquired:
Land and buildings	$	3,107,530
Investment in direct financing leases		26,823
Mortgages notes receivable		19,246
Other investments		23,619
Total investments		3,177,218
Goodwill		630,679
Accounts receivables and other assets		17,144
Cash acquired		84,858
Accrued expenses and other liabilities		(223,002	)
Debt		(1,410,637	)
Fair value of net assets acquired	$	2,276,260

Schedule of unaudited pro forma results of business acquisition

	Pro Forma
	Nine Months Ended
	September 30, 2015
	(in thousands, except per share amounts, unaudited)
Pro Forma Revenues	$	612,572
Pro Forma Net income	$	200,826
Earnings per share – diluted:
Net income – as reported	$	0.97
Net income – pro forma	$	1.04

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DIRECT FINANCING LEASES (Tables)

9 Months Ended

Sep. 30, 2016

Leases, Capital [Abstract]

Schedule of components of investment in direct financing leases

	September 30,			December 31,
	2016			2015
	(in thousands)
Minimum lease payments receivable	$	4,291,776		$	4,320,876
Less unearned income		(3,693,997	)		(3,733,175	)
Investment in direct financing leases - net	$	597,779		$	587,701
Properties subject to direct financing leases		58			59

Schedule of minimum rents due under direct financing lease for the next five years

Year 1	Year 2	Year 3	Year 4	Year 5
$50,509	$51,688	$52,961	$54,270	$55,491

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MORTGAGE NOTES RECEIVABLE (Tables)

9 Months Ended

Sep. 30, 2016

Mortgage Notes Receivable Investments [Abstract]

Schedule of outstanding principal amounts of mortgage notes receivable, net of allowances

	September 30,		December 31,
	2016		2015
	(in thousands)
Mortgage note due 2024; interest at 9.79%	$	112,500	$	112,500
Mortgage note due 2028; interest at 11.00%		35,964		69,928
Mortgage note due 2029; interest at 9.45%		412,465		413,399
Other mortgage notes outstanding (1)		63,410		83,968
Mortgage notes receivable, gross		624,339		679,795
Allowance for loss on mortgage notes receivable		—		—
Total mortgages — net	$	624,339	$	679,795

⁽¹⁾ Other mortgage notes outstanding have stated interest rates ranging from 8.35% to 12.0% and maturity dates through 2053.

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OTHER INVESTMENTS (Tables)

9 Months Ended

Sep. 30, 2016

Receivables [Abstract]

Schedule of other investments

	September 30,			December 31,
	2016			2015
	(in thousands)
Other investment note due 2017; interest at 8.50%	$	10,300		$	—
Other investment note due 2019; interest at 10.50%		49,396			—
Other investment note due 2020; interest at 10.00%		23,000			23,000
Other investment note due 2020; interest at 14.00%		47,970			—
Other investment note due 2022, interest at 9.00%		31,987			—
Other investment note due 2028; interest at 8.50%		20,000			—
Other investment note due 2030; interest at 6.66%		39,805			26,966
Other investment notes outstanding (1)		57,795			42,293
Other investments, gross		280,253			92,259
Allowance for loss on other investments		(3,002	)		(2,960	)
Total other investments	$	277,251		$	89,299

⁽¹⁾ Other investment notes have maturity dates through 2028 and interest rates ranging from 6.50% to 13.0%.

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ASSETS HELD FOR SALE (Tables)

9 Months Ended

Sep. 30, 2016

Property, Plant and Equipment Assets Held-for-sale Disclosure [Abstract]

Schedule of properties held-for-sale

	Properties Held For Sale
	Number of Properties			Net Book Value (in thousands)
December 31, 2015		3		$	6,599
Properties sold (1)		(2	)		(600	)
Properties added (2)		24			67,590
March 31, 2016		25		$	73,589
Properties sold/other (1)		(7	)		(28,347	)
Properties added (2)		4			7,209
June 30, 2016		22		$	52,451
Properties sold/other (1)		(4	)		(8,659	)
Properties added (2)		13			47,418
September 30, 2016		31		$	91,210

⁽¹⁾ In the first quarter of 2016, we sold two SNFs for approximately $2.4 million in net proceeds recognizing a gain on sale of approximately $1.6 million. In the second quarter of 2016, we sold seven SNFs for approximately $39.2 million in net proceeds generating a gain on sale of approximately $12.5 million. We also recorded approximately $3.4 million of impairments on 12 facilities to reduce their net book values to their estimated fair value less costs to sell. In the third quarter of 2016, we sold one closed SNF for approximately $0.3 million in net proceeds. Two SNFs and one ALF classified as assets held for sale in the second quarter were no longer considered held for sale and were reclassified in the third quarter back to leased properties at their fair values (approximately $7.0 million). In addition, we recorded approximately $1.5 million of impairments on four facilities in the third quarter to further reduce their net book values to their estimated fair value less costs to sell.

⁽²⁾ In the first quarter of 2016, we reclassified eight ALFs and 16 SNFs located in six states to assets held for sale. We recorded approximately $34.6 million of impairment charges on 14 of these facilities to reduce their net book values to their estimated fair value less costs to sell. In the second quarter of 2016, we reclassified three SNFs and one ALF to assets held for sale with total carrying value of $7.2 million. In the third quarter of 2016, we reclassified 12 SNFs and one ALF to assets held for sale. In the third quarter, we recorded approximately $14.8 million of impairment charges on six of these facilities to reduce their net book values to their estimated fair value less costs to sell.

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INTANGIBLES (Tables)

9 Months Ended

Sep. 30, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of intangibles

	September 30,			December 31,
	2016			2015
	(in thousands)
Assets:
Goodwill	$	644,129		$	645,683
Above market leases	$	23,545		$	21,901
In-place leases		167			386
Accumulated amortization		(15,461	)		(14,162	)
Net intangible assets	$	8,251		$	8,125
Liabilities:
Below market leases	$	165,028		$	165,331
Accumulated amortization		(67,321	)		(55,131	)
Net intangible liabilities	$	97,707		$	110,200

Schedule of reconciliation of goodwill

	(in thousands)
Balance as of December 31, 2015	$	645,683
Add: additional valuation adjustments related to preliminary valuations		275
Less: foreign currency translation		(390	)
Balance as of March 31, 2016		645,568
Less: foreign currency translation		(1,087	)
Balance as of June 30, 2016		644,481
Less: foreign currency translation		(352	)
Balance as of September 30, 2016	$	644,129

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STOCKHOLDERS' EQUITY (Tables)

9 Months Ended

Sep. 30, 2016

Stockholders' Equity Note [Abstract]

Schedule of accumulated other comprehensive loss

	September 30,			December 31,
	2016			2015
	(in thousands)
Foreign currency translation adjustments	$	(39,939	)	$	(8,027	)
Derivative instrument adjustments		(12,231	)		(685	)
Total accumulated other comprehensive loss	$	(52,170	)	$	(8,712	)

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STOCK-BASED COMPENSATION (Tables)

9 Months Ended

Sep. 30, 2016

Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract]

Schedule of summary of stock-based compensation expense

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
	(in thousands)
Stock-based compensation expense	$	3,673	$	2,199	$	10,116	$	6,682

Schedule of unrecognized compensation cost associated with outstanding restricted stock and PRSU awards and LTIP Unit awards

	Grant Year		Shares/ Units(1)		Grant Date Average Fair Value Per Unit/ Share		Total Compensation Cost (in millions) (2)		Weighted Average Period of Expense Recognition (in months)		Unrecognized Compensation Cost (in millions)		Performance Period	Vesting Dates
RSUs
2013 RSU		2013		195,822	$	29.80	$	5.8		36	$	0.5	N/A	12/31/14 - 12/31/16
2014 RSU		2014		106,778		29.80		3.2		36		0.3	N/A	12/31/2016
3/31/15 RSU		2015		109,985		40.57		4.5		33		2.0	N/A	12/31/2017
4/1/15 RSU		2015		40,464		40.74		1.6		33		0.7	N/A	12/31/2017
Assumed Aviv RSU		2015		18,920		24.92		0.5		21		0.1	N/A	12/31/2016
Assumed Aviv RSU		2015		7,799		35.08		0.3		33		0.1	N/A	12/31/15-12/31/17
3/17/16 RSU		2016		131,006		34.78		4.6		33		3.7	N/A	12/31/2018
Restricted Stock Units Total				610,774	$	33.45	$	20.5			$	7.4
TSR PRSUs and LTIP Units
2016 Transition TSR		2013		101,591		8.67		0.9		36		0.1	12/31/2013-12/31/2016	12/31/2016
2016 TSR		2014		135,634		8.67		1.2		48		0.4	1/1/2014-12/31/2016	Quarterly in 2017
3/31/15 2017 LTIP Units		2015		137,249		14.66		2.0		45		1.2	1/1/2015-12/31/2017	Quarterly in 2018
4/1/2015 2017 LTIP Units		2015		54,151		14.80		0.8		45		0.5	1/1/2015-12/31/2017	Quarterly in 2018
7/31/15 2016 Transition TSR		2015		22,091		18.51		0.4		5		-	12/31/2013-12/31/2016	12/31/2016
7/31/15 2017 LTIP Units		2015		5,823		8.78		0.1		5		-	1/1/2015-12/31/2017	12/31/2017
3/17/16 2018 LTIP Units		2016		372,069		13.21		4.9		45		4.2	1/1/2016-12/31/2018	Quarterly in 2019
TSR PRSUs & LTIP Total				828,608	$	12.36	$	10.3			$	6.4
Relative TSR PRSUs
2016 Transition Relative TSR		2013		101,588		14.24		1.4		36		0.1	12/31/2013-12/31/2016	12/31/2016
2016 Relative TSR		2014		135,634		14.24		1.9		48		0.6	1/1/2014-12/31/2016	Quarterly in 2017
3/31/15 2017 Relative TSR		2015		137,249		22.50		3.1		45		1.9	1/1/2015-12/31/2017	Quarterly in 2018
4/1/2015 2017 Relative TSR		2015		54,151		22.91		1.2		45		0.7	1/1/2015-12/31/2017	Quarterly in 2018
7/31/15 2016 Relative TSR		2015		22,100		19.60		0.4		5		-	12/31/2013-12/31/2016	12/31/2016
7/31/15 2017 Relative TSR		2015		5,826		17.74		0.1		5		-	1/1/2015-12/31/2017	12/31/2017
3/17/16 2018 Relative TSR		2016		307,480		16.45		5.1		45		4.3	1/1/2016-12/31/2018	Quarterly in 2019
Relative TSR PRSUs Total				764,028	$	17.41	$	13.2			$	7.6
Grand Total				2,203,410	$	19.96	$	44.0			$	21.4

(1) Shares/units are net of shares cancelled.

(2) Total compensation costs are net of shares cancelled.

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BORROWING ACTIVITIES AND ARRANGEMENTS (Tables)

9 Months Ended

Sep. 30, 2016

Debt Disclosure [Abstract]

Schedule of long-term borrowings

		Interest Rate as of September 30,			September 30,			December 31,
	Maturity	2016			2016			2015
					(in thousands)
Secured borrowings:
Mortgage term loan					$	—		$	180,000
HUD mortgages assumed December 2011(1)	2044		3.06	%		55,271			56,204
Total secured borrowings						55,271			236,204
Unsecured borrowings:
Revolving line of credit	2018		1.82	%		223,000			230,000
Tranche A-1 term loan	2019		2.02	%		200,000			200,000
Tranche A-2 term loan	2017		2.02	%		200,000			200,000
Tranche A-3 term loan	2021		2.02	%		350,000			—
Omega OP term loan	2017		2.02	%		100,000			100,000
2015 term loan	2022		2.33	%		250,000			250,000
						1,323,000			980,000
2023 notes	2023		4.375	%		700,000			—
2024 notes	2024		5.875	%		400,000			400,000
2024 notes	2024		4.95	%		400,000			400,000
2025 notes	2025		4.50	%		250,000			250,000
2026 notes	2026		5.25	%		600,000			600,000
2027 notes	2027		4.50	%		700,000			700,000
Other	2018		-			3,000			—
Subordinated debt	2021		9.00	%		20,000			20,000
						3,073,000			2,370,000
Discount - net						(17,632	)		(17,118	)
Total unsecured borrowings						4,378,368			3,332,882
Total – net					$	4,433,639		$	3,569,086

⁽¹⁾ Reflects the weighted average annual contractual interest rate on the mortgages at September 30, 2016 excluding a third-party administration fee of approximately 0.5% annually. Secured by real estate assets with a net carrying value of $66.7 million as of September 30, 2016.

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FINANCIAL INSTRUMENTS (Tables)

9 Months Ended

Sep. 30, 2016

Fair Value Disclosures [Abstract]

Schedule of the carrying amounts and fair values of financial instruments

	September 30, 2016				December 31, 2015
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(in thousands)
Assets:
Cash and cash equivalents	$	32,567	$	32,567	$	5,424	$	5,424
Restricted cash		12,282		12,282		14,607		14,607
Investments in direct financing leases – net		597,779		594,489		587,701		584,358
Mortgage notes receivable – net		624,339		630,576		679,795		687,130
Other investments – net		277,251		272,514		89,299		90,745
Total	$	1,544,218	$	1,542,428	$	1,376,826	$	1,382,264
Liabilities:
Revolving line of credit	$	223,000	$	223,000	$	230,000	$	230,000
Tranche A-1 term loan		200,000		200,000		200,000		200,000
Tranche A-2 term loan		200,000		200,000		200,000		200,000
Tranche A-3 term loan		350,000		350,000		—		—
Omega OP term loan		100,000		100,000		100,000		100,000
2015 term loan		250,000		250,000		250,000		250,000
4.375% notes due 2023 – net		698,237		725,932		—		—
5.875% notes due 2024 – net		400,000		466,755		400,000		429,956
4.95% notes due 2024 – net		395,758		421,791		395,333		403,064
4.50% notes due 2025 – net		248,257		254,384		248,099		242,532
5.25% notes due 2026 – net		598,466		645,477		598,343		612,760
4.50% notes due 2027 – net		691,130		698,660		690,494		667,651
Mortgage term loan due 2019		—		—		180,000		180,000
HUD debt – net		55,271		57,331		56,204		52,678
Subordinated debt – net		20,520		25,429		20,613		24,366
Other		3,000		3,000		—		—
Total	$	4,433,639	$	4,621,759	$	3,569,086	$	3,593,007

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EARNINGS PER SHARE (Tables)

9 Months Ended

Sep. 30, 2016

Net Income Available To Common Per Share

Schedule of computation of basic and diluted earnings per share

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
	(in thousands, except per share amounts)
Numerator:
Net income	$	82,134		$	83,254		$	253,484		$	169,772
Less: net income attributable to noncontrolling interests		(3,585	)		(3,852	)		(11,328	)		(5,890	)
Net income available to common stockholders	$	78,549		$	79,402		$	242,156		$	163,882
Denominator:
Denominator for basic earnings per share		194,123			184,739			190,444			167,261
Effect of dilutive securities:
Common stock equivalents		1,093			1,483			1,174			1,580
Noncontrolling interest – OP units		8,862			8,961			8,910			5,983
Denominator for diluted earnings per share		204,078			195,183			200,528			174,824
Earnings per share – basic:
Net income available to common stockholders	$	0.40		$	0.43		$	1.27		$	0.98
Earnings per share – diluted:
Net income	$	0.40		$	0.43		$	1.26		$	0.97

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CONSOLIDATING FINANCIAL STATEMENTS (Tables)

9 Months Ended

Sep. 30, 2016

Condensed Financial Information Of Parent Company Only Disclosure [Abstract]

Schedule of consolidating balance sheets

CONSOLIDATING BALANCE SHEET

Unaudited

(in thousands)

	September 30, 2016
	Issuer & Subsidiary Guarantors			Non – Guarantor Subsidiaries			Elimination			Consolidated
ASSETS
Real estate properties
Land and buildings	$	6,938,032		$	655,854		$	—		$	7,593,886
Less accumulated depreciation		(1,142,146	)		(43,931	)		—			(1,186,077	)
Real estate properties – net		5,795,886			611,923			—			6,407,809
Investment in direct financing leases		597,779			—			—			597,779
Mortgage notes receivable		624,339			—			—			624,339
		7,018,004			611,923			—			7,629,927
Other investments		276,862			389			—			277,251
		7,294,866			612,312			—			7,907,178
Assets held for sale – net		91,210			—			—			91,210
Total investments		7,386,076			612,312			—			7,998,388
Cash and cash equivalents		27,576			4,991			—			32,567
Restricted cash		7,111			5,171			—			12,282
Accounts receivable – net		216,597			8,628			—			225,225
Goodwill		630,679			13,450			—			644,129
Investments in and advances to affiliates		580,945			—			(580,945	)		—
Other assets		58,185			11,587			—			69,772
Total assets	$	8,907,169		$	656,139		$	(580,945	)	$	8,982,363
LIABILITIES AND EQUITY
Revolving line of credit	$	223,000		$	—		$	—		$	223,000
Term loan		1,100,000			—			—			1,100,000
Secured borrowings		—			440,099			(384,828	)		55,271
Unsecured borrowings – net		3,055,368			—			—			3,055,368
Accrued expenses and other liabilities		353,610			7,986			—			361,596
Deferred income taxes		—			11,937			—			11,937
Intercompany payable		—			7,894			(7,894	)		—
Total liabilities		4,731,978			467,916			(392,722	)		4,807,172
Equity:
Common stock		19,514			—			—			19,514
Equity investment from affiliates		—			164,285			(164,285	)		—
Common stock – additional paid-in capital		4,827,877			—			—			4,827,877
Cumulative net earnings		1,614,678			23,516			(23,516	)		1,614,678
Cumulative dividends paid		(2,587,841	)		—			—			(2,587,841	)
Accumulated other comprehensive (loss) income		(52,170	)		422			(422	)		(52,170	)
Total stockholders’ equity		3,822,058			188,223			(188,223	)		3,822,058
Noncontrolling interest		353,133			—			—			353,133
Total equity		4,175,191			188,223			(188,223	)		4,175,191
Total liabilities and equity	$	8,907,169		$	656,139		$	(580,945	)	$	8,982,363

CONSOLIDATING BALANCE SHEET

(in thousands)

	December 31, 2015
	Issuer & Subsidiary Guarantors			Non – Guarantor Subsidiaries			Elimination			Consolidated
ASSETS
Real estate properties
Land and buildings	$	6,184,507		$	559,451		$	—		$	6,743,958
Less accumulated depreciation		(991,314	)		(27,836	)		—			(1,019,150	)
Real estate properties – net		5,193,193			531,615			—			5,724,808
Investment in direct financing leases		587,701			—			—			587,701
Mortgage notes receivable		679,795			—			—			679,795
		6,460,689			531,615			—			6,992,304
Other investments		89,299			—			—			89,299
		6,549,988			531,615			—			7,081,603
Assets held for sale – net		6,599			—			—			6,599
Total investments		6,556,587			531,615			—			7,088,202
Cash and cash equivalents		1,592			3,832			—			5,424
Restricted cash		8,058			6,549			—			14,607
Accounts receivable – net		196,107			7,755			—			203,862
Goodwill		630,404			15,279			—			645,683
Investments in and advances to affiliates		300,409			—			(300,409	)		—
Other assets		53,732			7,499			—			61,231
Total assets	$	7,746,889		$	572,529		$	(300,409	)	$	8,019,009
LIABILITIES AND EQUITY
Revolving line of credit	$	230,000		$	—		$	—		$	230,000
Term loan		750,000			—			—			750,000
Secured borrowings		—			361,460			(125,256	)		236,204
Unsecured borrowings – net		2,352,882			—			—			2,352,882
Accrued expenses and other liabilities		326,815			6,891			—			333,706
Deferred income taxes		—			15,352			—			15,352
Intercompany payable		(13,673	)		13,673			—			—
Total liabilities		3,646,024			397,376			(125,256	)		3,918,144
Equity:
Common stock		18,740			—			—			18,740
Equity investment from affiliates		—			156,830			(156,830	)		—
Common stock – additional paid-in capital		4,609,474			—			—			4,609,474
Cumulative net earnings		1,372,522			18,246			(18,246	)		1,372,522
Cumulative dividends paid		(2,254,038	)		—			—			(2,254,038	)
Accumulated other comprehensive (loss) income		(8,712	)		77			(77	)		(8,712	)
Total stockholders’ equity		3,737,986			175,153			(175,153	)		3,737,986
Noncontrolling interest		362,879			—			—			362,879
Total equity		4,100,865			175,153			(175,153	)		4,100,865
Total liabilities and equity	$	7,746,889		$	572,529		$	(300,409	)	$	8,019,009

Schedule of consolidating statement of operations

CONSOLIDATING STATEMENT OF OPERATIONS

Unaudited

(in thousands)

	Three Months Ended September 30, 2016												Nine Months Ended September 30, 2016
	Issuer & Subsidiary Guarantors			Non – Guarantor Subsidiaries			Elimination			Consolidated			Issuer & Subsidiary Guarantors			Non – Guarantor Subsidiaries			Elimination			Consolidated
Revenue
Rental income	$	170,639		$	15,198		$	-		$	185,837		$	504,780		$	44,214		$	-		$	548,994
Income from direct financing leases		15,611			-			-			15,611			46,574			-			-			46,574
Mortgage interest income		15,996			-			-			15,996			53,973			-			-			53,973
Other investment income – net		8,552			16			(1,374	)		7,194			18,120			54			(1,374	)		16,800
Total operating revenues		210,798			15,214			(1,374	)		224,638			623,447			44,268			(1,374	)		666,341
Expenses
Depreciation and amortization		62,460			5,856			-			68,316			179,219			17,035			-			196,254
General and administrative		12,303			125			-			12,428			34,326			389			-			34,715
Acquisition and merger related costs		2,026			283			-			2,309			5,779			3,805			-			9,584
Impairment loss on real estate properties		17,275			-			-			17,275			58,508			218			-			58,726
(Recovery) provision for uncollectible mortgages, notes and accounts receivable		(3	)		-			-			(3	)		705			3,262			-			3,967
Total operating expenses		94,061			6,264			-			100,325			278,537			24,709			-			303,246
Income before other income and expense		116,737			8,950			(1,374	)		124,313			344,910			19,559			(1,374	)		363,095
Other income (expense):
Interest income		154			3			-			157			160			9			-			169
Interest expense		(39,114	)		(5,115	)		1,374			(42,855	)		(106,807	)		(14,295	)		1,374			(119,728	)
Interest – amortization of deferred financing costs		(2,476	)		(26	)		-			(2,502	)		(6,806	)		(38	)		-			(6,844	)
Interest – refinancing costs		(1,815	)		-			-			(1,815	)		(2,113	)		-			-			(2,113	)
Realized loss on foreign exchange		(222	)		-			-			(222	)		(244	)		-			-			(244	)
Equity in earnings		3,986			-			(3,986	)		-			5,270			-			(5,270	)		-
Total other expense		(39,487	)		(5,138	)		(2,612	)		(47,237	)		(110,540	)		(14,324	)		(3,896	)		(128,760	)
Income before gain on assets sold		77,250			3,812			(3,986	)		77,076			234,370			5,235			(5,270	)		234,335
Gain on assets sold - net		5,139			-			-			5,139			19,931			-			-			19,931
Income from continuing operations before income taxes		82,389			3,812			(3,986	)		82,215			254,301			5,235			(5,270	)		254,266
Income taxes		(255	)		174			-			(81	)		(817	)		35			-			(782	)
Net income		82,134			3,986			(3,986	)		82,134			253,484			5,270			(5,270	)		253,484
Net income attributable to noncontrolling interest		(3,585	)		-			-			(3,585	)		(11,328	)		-			-			(11,328	)
Net income available to common stockholders	$	78,549		$	3,986		$	(3,986	)	$	78,549		$	242,156		$	5,270		$	(5,270	)	$	242,156

CONSOLIDATING STATEMENTS OF OPERATIONS

(in thousands)

	Three Months Ended September 30, 2015												Nine Months Ended September 30, 2015
	Issuer & Subsidiary Guarantors			Non – Guarantor Subsidiaries			Elimination			Consolidated			Issuer & Subsidiary Guarantors			Non – Guarantor Subsidiaries			Elimination			Consolidated
Revenue
Rental income	$	153,029		$	13,594		$	-		$	166,623		$	402,341		$	28,358		$	-		$	430,699
Income from direct financing leases		15,216			-			-			15,216			44,582			-			-			44,582
Mortgage interest income		17,195			-			-			17,195			51,336			-			-			51,336
Other investment income – net		2,940			-			-			2,940			6,488			-			-			6,488
Total operating revenues		188,380			13,594			-			201,974			504,747			28,358			-			533,105
Expenses
Depreciation and amortization		54,600			5,543			-			60,143			138,381			11,528			-			149,909
General and administrative		10,064			96			-			10,160			26,201			281			-			26,482
Acquisition and merger related costs		3,555			-			-			3,555			52,994			2,513			-			55,507
Impairment loss on real estate properties		1,743			-			-			1,743			14,641			-			-			14,641
Provision for uncollectible mortgages, notes and accounts receivable		301			-			-			301			292			-			-			292
Total operating expenses		70,263			5,639			-			75,902			232,509			14,322			-			246,831
Income before other income and expense		118,117			7,955			-			126,072			272,238			14,036			-			286,274
Other income (expense):
Interest income		1			4			-			5			196			9			-			205
Interest expense		(34,255	)		(3,914	)		-			(38,169	)		(100,966	)		(7,810	)		-			(108,776	)
Interest – amortization of deferred financing costs		(1,852	)		(5	)		-			(1,857	)		(5,020	)		(16	)		-			(5,036	)
Interest – refinancing costs		-			-			-			-			(8,361	)		-			-			(8,361	)
Equity in earnings		3,771			-			(3,771	)		-			5,771			-			(5,771	)		-
Total other expense		(32,335	)		(3,915	)		(3,771	)		(40,021	)		(108,380	)		(7,817	)		(5,771	)		(121,968	)
Income before gain (loss) on assets sold		85,782			4,040			(3,771	)		86,051			163,858			6,219			(5,771	)		164,306
(Loss) gain on assets sold – net		(2,391	)		-			-			(2,391	)		6,411			-			-			6,411
Income from continuing operations before income taxes		83,391			4,040			(3,771	)		83,660			170,269			6,219			(5,771	)		170,717
Income taxes		(137	)		(269	)		-			(406	)		(497	)		(448	)		-			(945	)
Net income		83,254			3,771			(3,771	)		83,254			169,772			5,771			(5,771	)		169,772
Net income attributable to noncontrolling interest		(3,852	)		-			-			(3,852	)		(5,890	)		-			-			(5,890	)
Net income available to common stockholders	$	79,402		$	3,771		$	(3,771	)	$	79,402		$	163,882		$	5,771		$	(5,771	)	$	163,882

Schedule of consolidating statement of cash flows

CONSOLIDATING STATEMENTS OF CASH FLOWS

Unaudited (in thousands)

	Nine Months Ended September 30, 2016
	Issuer & Subsidiary Guarantors			Non-Guarantor Subsidiaries			Elimination			Consolidated
Cash flows from operating activities
Net income	$	253,484		$	5,270		$	(5,270	)	$	253,484
Adjustment to reconcile net income to cash provided by operating activities:
Depreciation and amortization		179,219			17,035			—			196,254
Provision for impairment on real estate properties		58,508			218			—			58,726
Provision for uncollectible mortgages, notes and accounts receivable		705			3,262			—			3,967
Amortization of deferred financing and refinancing costs		8,919			38			—			8,957
Accretion of direct financing leases		(8,999	)		—			—			(8,999	)
Stock-based compensation		10,116			—			—			10,116
Gain on assets sold – net		(19,931	)		—			—			(19,931	)
Amortization of acquired in-place leases - net		(10,957	)		—			—			(10,957	)
Equity in earnings		(5,270	)		—			5,270			—
Change in operating assets and liabilities – net of amounts assumed/acquired:
Accounts receivable – net		205			(2	)		—			203
Straight-line rent receivables		(25,574	)		(4,385	)		—			(29,959	)
Lease inducements		1,942			—			—			1,942
Effective yield receivable on mortgage notes		(209	)		—			—			(209	)
Other operating assets and liabilities		5,214			(11,571	)		—			(6,357	)
Net cash provided by operating activities		447,372			9,865			—			457,237
Cash flows from investing activities
Acquisition of real estate – net of liabilities assumed and escrows acquired		(833,390	)		(126,358	)		—			(959,748	)
Investment in construction in progress		(44,113	)		—			—			(44,113	)
Investments in subsidiaries		(120,741	)		—			120,741			—
Investment in direct financing leases		(1,079	)		—			—			(1,079	)
Placement of mortgage loans		(27,895	)		—			—			(27,895	)
Proceeds from sale of real estate investments		64,746			—			—			64,746
Capital improvements to real estate investments		(29,761	)		(1,647	)		—			(31,408	)
Proceeds from other investments		47,901			1,581			—			49,482
Investments in other investments		(240,865	)		(2,134	)		—			(242,999	)
Collection of mortgage principal		58,149			—			—			58,149
Net cash used in investing activities		(1,127,048	)		(128,558	)		120,741			(1,134,865	)
Cash flows from financing activities
Proceeds from credit facility borrowings		1,134,000			—			—			1,134,000
Payments on credit facility borrowings		(1,141,000	)		—			—			(1,141,000	)
Receipts of other long-term borrowings		1,048,173			—			—			1,048,173
Payments of other long-term borrowings		(180,000	)		(934	)		—			(180,934	)
Payments of financing related costs		(11,746	)		(24	)		—			(11,770	)
Receipts from dividend reinvestment plan		229,769			—			—			229,769
Payments for exercised options and restricted stock – net		(23,403	)		—			—			(23,403	)
Dividends paid		(333,663	)		—			—			(333,663	)
Contributions from affiliate		—			120,741			(120,741	)		—
Redemption of OP Units		(732	)		—			—			(732	)
Distributions to OP Unit Holders		(15,738	)		—			—			(15,738	)
Net cash provided by financing activities		705,660			119,783			(120,741	)		704,702
Increase in cash and cash equivalents		25,984			1,090			—			27,074
Effect of foreign currency translation on cash and cash equivalents		—			69			—			69
Cash and cash equivalents at beginning of period		1,592			3,832			—			5,424
Cash and cash equivalents at end of period	$	27,576		$	4,991		$	—		$	32,567

CONSOLIDATING STATEMENTS OF CASH FLOWS

(in thousands)

	Nine Months Ended September 30, 2015
	Issuer & Subsidiary Guarantors			Non-Guarantor Subsidiaries			Elimination			Consolidated
Cash flows from operating activities
Net income	$	169,772		$	5,771		$	(5,771	)	$	169,772
Adjustment to reconcile net income to cash provided by operating activities:
Depreciation and amortization		138,381			11,528			—			149,909
Provision for impairment on real estate properties		14,641			—			—			14,641
Provision for uncollectible mortgages, notes and accounts receivable		292			—			—			292
Amortization of deferred financing and refinancing costs		13,381			16			—			13,397
Accretion of direct financing leases		(8,124	)		—			—			(8,124	)
Stock-based compensation		6,682			—			—			6,682
Gain on assets sold – net		(6,411	)		—			—			(6,411	)
Amortization of acquired in-place leases - net		(4,264	)		—			—			(4,264	)
Change in operating assets and liabilities – net of amounts assumed/acquired:
Accounts receivable, net		315			—			—			315
Straight-line rent receivables		(23,347	)		(3,218	)		—			(26,565	)
Lease inducements		347			—			—			347
Effective yield receivable on mortgage notes		(3,159	)		—			—			(3,159	)
Other operating assets and liabilities		9,648			553			5,771			15,972
Net cash provided by operating activities		308,154			14,650			—			322,804
Cash flows from investing activities
Acquisition of real estate – net of liabilities assumed and escrows acquired		(110,806	)		(177,484	)		—			(288,290	)
Cash acquired in merger		84,858			—			—			84,858
Investment in construction in progress		(145,276	)		—			—			(145,276	)
Investments in subsidiaries		(170,631	)		170,631			—			—
Investment in direct financing leases		(6,793	)		—			—			(6,793	)
Placement of mortgage loans		(7,601	)		—			—			(7,601	)
Proceeds from sale of real estate investments		41,541			—			—			41,541
Capital improvements to real estate investments		(16,356	)		(1,798	)		—			(18,154	)
Proceeds from other investments		37,428			—			—			37,428
Investments in other investments		(49,489	)		—			—			(49,489	)
Collection of mortgage principal		1,025			—			—			1,025
Net cash used in investing activities		(342,100	)		(8,651	)		—			(350,751	)
Cash flows from financing activities
Proceeds from credit facility borrowings		1,704,000			—			—			1,704,000
Payments on credit facility borrowings		(1,239,000	)		—			—			(1,239,000	)
Receipts of other long-term borrowings		1,588,124			—			—			1,588,124
Payments of other long-term borrowings		(1,587,158	)		(905	)		—			(1,588,063	)
Payments of financing related costs		(30,709	)		—			—			(30,709	)
Escrow deposit for other long-term borrowing		(614,998	)		—			—			(614,998	)
Receipts from dividend reinvestment plan		65,665			—			—			65,665
Payments for exercised options and restricted stock – net		(26,168	)		—			—			(26,168	)
Net proceeds from issuance of common stock		439,738			—			—			439,738
Dividends paid		(253,105	)		—			—			(253,105	)
Distributions to OP Unit holders		(6,598	)		—			—			(6,598	)
Net cash provided by (used in) financing activities		39,791			(905	)		—			38,886
Increase in cash and cash equivalents		5,845			5,094			—			10,939
Effect of foreign currency translation on cash and cash equivalents		—			(109	)		—			(109	)
Cash and cash equivalents at beginning of period		4,489			—			—			4,489
Cash and cash equivalents at end of period	$	10,334		$	4,985		$	—		$	15,319

XML

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Detail) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Organization, Consolidation and Presentation Of Financial Statements [Abstract]
Contractual receivables	$ 8,297	$ 8,452
Effective yield interest receivables	9,237	9,028
Straight-line receivables	199,008	175,709
Lease inducements	9,040	10,982
Allowance	(357)	(309)
Accounts receivable - net	$ 225,225	$ 203,862

XML

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Detail)	9 Months Ended
	Sep. 30, 2016 Segment
Accounting Policies [Abstract]
Number of reportable segment	1

XML

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Detail 1) $ / shares in Units, shares in Millions, $ in Millions		3 Months Ended
	Feb. 01, 2016 USD ($) Facility	Mar. 31, 2016 USD ($) Facility	Sep. 30, 2016 USD ($) Facility Healthcare_facility	Dec. 31, 2015 USD ($)	Jun. 30, 2015 shares	Apr. 01, 2015 $ / shares shares
Basis Of Presentation And Significant Accounting Policies [Line Items]
Limited partnership interests owned | shares						138.8
Number of facilities transitioned | Facility		27
Straight line rent receivables wrote off | $		$ 3.4
Number of leased real estate properties | Healthcare_facility			1,014
SNF's
Basis Of Presentation And Significant Accounting Policies [Line Items]
Number of leased real estate properties | Facility			816
Cash flow hedges
Basis Of Presentation And Significant Accounting Policies [Line Items]
Cash flow hedges recorded at fair value in accrued expenses and other liabilities | $			$ 12.8	$ 0.7
Omega OP Units
Basis Of Presentation And Significant Accounting Policies [Line Items]
Percentage of limited partnership interests owned			96.00%		95.00%
Number of units settled in cash | shares					0.2
Aviv Operating Partnership | Omega OP Units
Basis Of Presentation And Significant Accounting Policies [Line Items]
Limited partnership interests owned | shares						52.9
Limited partnership units, redeemable, par value per share | $ / shares						$ 0.10
Other Investors | Omega OP Units
Basis Of Presentation And Significant Accounting Policies [Line Items]
Percentage of limited partnership interests owned			4.00%		5.00%
Laurel | SNF's
Basis Of Presentation And Significant Accounting Policies [Line Items]
Number of leased real estate properties | Facility	10
Purchase price of buildings acquired paid in cash | $	$ 169.0
Laurel | Board of Directors
Basis Of Presentation And Significant Accounting Policies [Line Items]
Percentage of ownership interest			34.00%

XML

PROPERTIES AND INVESTMENTS - Significant acquisitions occurred in 2016 (Details) $ in Millions	9 Months Ended
	Sep. 30, 2016 USD ($) Facility Healthcare_facility
Real Estate Properties [Line Items]
Number of Facilities | Healthcare_facility	1,014
SNF's
Real Estate Properties [Line Items]
Number of Facilities | Facility	816
ALFs
Real Estate Properties [Line Items]
Number of Facilities | Facility	101
Q1 | UK
Real Estate Properties [Line Items]
Total Investment	$ 8.3
Initial Annual Cash Yield (%)	7.00%
Q1 | UK | Land
Real Estate Properties [Line Items]
Total Investment	$ 1.4
Q1 | UK | Building and site improvements
Real Estate Properties [Line Items]
Total Investment	6.7
Q1 | UK | Furniture and fixtures
Real Estate Properties [Line Items]
Total Investment	0.2
Q1 | UK
Real Estate Properties [Line Items]
Total Investment	$ 6.1
Initial Annual Cash Yield (%)	7.00%
Q1 | UK | Land
Real Estate Properties [Line Items]
Total Investment	$ 0.6
Q1 | UK | Building and site improvements
Real Estate Properties [Line Items]
Total Investment	5.3
Q1 | UK | Furniture and fixtures
Real Estate Properties [Line Items]
Total Investment	0.2
Q1 | OH, VA, MI
Real Estate Properties [Line Items]
Total Investment	$ 169.0	[1]
Initial Annual Cash Yield (%)	8.50%
Q1 | OH, VA, MI | Land
Real Estate Properties [Line Items]
Total Investment	$ 10.5
Q1 | OH, VA, MI | Building and site improvements
Real Estate Properties [Line Items]
Total Investment	152.5
Q1 | OH, VA, MI | Furniture and fixtures
Real Estate Properties [Line Items]
Total Investment	6.0
Q1 | GA
Real Estate Properties [Line Items]
Total Investment	$ 20.2
Initial Annual Cash Yield (%)	7.50%
Q1 | GA | Land
Real Estate Properties [Line Items]
Total Investment	$ 0.8
Q1 | GA | Building and site improvements
Real Estate Properties [Line Items]
Total Investment	18.3
Q1 | GA | Furniture and fixtures
Real Estate Properties [Line Items]
Total Investment	1.1
Q1 | MD
Real Estate Properties [Line Items]
Total Investment	$ 25.0
Initial Annual Cash Yield (%)	8.50%
Q1 | MD | Land
Real Estate Properties [Line Items]
Total Investment	$ 2.5
Q1 | MD | Building and site improvements
Real Estate Properties [Line Items]
Total Investment	19.9
Q1 | MD | Furniture and fixtures
Real Estate Properties [Line Items]
Total Investment	2.6
Q1 | VA, NC
Real Estate Properties [Line Items]
Total Investment	$ 212.5
Initial Annual Cash Yield (%)	8.50%
Q1 | VA, NC | Land
Real Estate Properties [Line Items]
Total Investment	$ 19.3
Q1 | VA, NC | Building and site improvements
Real Estate Properties [Line Items]
Total Investment	181.1
Q1 | VA, NC | Furniture and fixtures
Real Estate Properties [Line Items]
Total Investment	$ 12.1
Q1 | SNF's | OH, VA, MI
Real Estate Properties [Line Items]
Number of Facilities | Facility	10
Q1 | SNF's | MD
Real Estate Properties [Line Items]
Number of Facilities | Facility	3
Q1 | SNF's | VA, NC
Real Estate Properties [Line Items]
Number of Facilities | Facility	21
Q1 | ALFs | UK
Real Estate Properties [Line Items]
Number of Facilities | Facility	1
Q1 | ALFs | UK
Real Estate Properties [Line Items]
Number of Facilities | Facility	1
Q1 | ALFs | GA
Real Estate Properties [Line Items]
Number of Facilities | Facility	2
Q2 | UK
Real Estate Properties [Line Items]
Total Investment	$ 111.9	[2]
Initial Annual Cash Yield (%)	7.00%
Q2 | UK | Land
Real Estate Properties [Line Items]
Total Investment	$ 24.8
Q2 | UK | Building and site improvements
Real Estate Properties [Line Items]
Total Investment	83.9
Q2 | UK | Furniture and fixtures
Real Estate Properties [Line Items]
Total Investment	3.2
Q2 | TX
Real Estate Properties [Line Items]
Total Investment	$ 66.0	[3]
Initial Annual Cash Yield (%)	6.80%
Q2 | TX | Land
Real Estate Properties [Line Items]
Total Investment	$ 5.8
Q2 | TX | Building and site improvements
Real Estate Properties [Line Items]
Total Investment	58.6
Q2 | TX | Furniture and fixtures
Real Estate Properties [Line Items]
Total Investment	1.6
Q2 | CO, MO
Real Estate Properties [Line Items]
Total Investment	$ 31.8
Initial Annual Cash Yield (%)	9.00%
Q2 | CO, MO | Land
Real Estate Properties [Line Items]
Total Investment	$ 3.1
Q2 | CO, MO | Building and site improvements
Real Estate Properties [Line Items]
Total Investment	26.2
Q2 | CO, MO | Furniture and fixtures
Real Estate Properties [Line Items]
Total Investment	$ 2.5
Q2 | SNF's | CO, MO
Real Estate Properties [Line Items]
Number of Facilities | Facility	3
Q2 | ALFs | UK
Real Estate Properties [Line Items]
Number of Facilities | Facility	10
Q2 | ALFs | TX
Real Estate Properties [Line Items]
Number of Facilities | Facility	3
Q3 | FL
Real Estate Properties [Line Items]
Total Investment	$ 4.3	[4]
Initial Annual Cash Yield (%)	8.00%
Q3 | FL | Land
Real Estate Properties [Line Items]
Total Investment	$ 2.3
Q3 | FL | Building and site improvements
Real Estate Properties [Line Items]
Total Investment	1.8
Q3 | FL | Furniture and fixtures
Real Estate Properties [Line Items]
Total Investment	0.2
Q3 | GA
Real Estate Properties [Line Items]
Total Investment	$ 2.5	[4]
Initial Annual Cash Yield (%)	8.00%
Q3 | GA | Land
Real Estate Properties [Line Items]
Total Investment	$ 0.2
Q3 | GA | Building and site improvements
Real Estate Properties [Line Items]
Total Investment	2.1
Q3 | GA | Furniture and fixtures
Real Estate Properties [Line Items]
Total Investment	0.2
Q3 | FL
Real Estate Properties [Line Items]
Total Investment	$ 16.5	[4]
Initial Annual Cash Yield (%)	8.00%
Q3 | FL | Land
Real Estate Properties [Line Items]
Total Investment	$ 1.8
Q3 | FL | Building and site improvements
Real Estate Properties [Line Items]
Total Investment	14.3
Q3 | FL | Furniture and fixtures
Real Estate Properties [Line Items]
Total Investment	0.4
Q3 | SC
Real Estate Properties [Line Items]
Total Investment	$ 10.1	[4]
Initial Annual Cash Yield (%)	9.00%
Q3 | SC | Land
Real Estate Properties [Line Items]
Total Investment	$ 2.7
Q3 | SC | Building and site improvements
Real Estate Properties [Line Items]
Total Investment	6.5
Q3 | SC | Furniture and fixtures
Real Estate Properties [Line Items]
Total Investment	0.9
Q3 | OH
Real Estate Properties [Line Items]
Total Investment	$ 9.0	[4],[5]
Initial Annual Cash Yield (%)	9.00%
Q3 | OH | Building and site improvements
Real Estate Properties [Line Items]
Total Investment	$ 8.6
Q3 | OH | Furniture and fixtures
Real Estate Properties [Line Items]
Total Investment	0.4
Q3 | FL, KY,TN
Real Estate Properties [Line Items]
Total Investment	$ 329.6	[4],[6]
Initial Annual Cash Yield (%)	9.00%
Q3 | FL, KY,TN | Land
Real Estate Properties [Line Items]
Total Investment	$ 24.6
Q3 | FL, KY,TN | Building and site improvements
Real Estate Properties [Line Items]
Total Investment	290.8
Q3 | FL, KY,TN | Furniture and fixtures
Real Estate Properties [Line Items]
Total Investment	$ 14.2
Q3 | SNF's | SC
Real Estate Properties [Line Items]
Number of Facilities | Facility	1
Q3 | SNF's | OH
Real Estate Properties [Line Items]
Number of Facilities | Facility	1
Q3 | SNF's | FL, KY,TN
Real Estate Properties [Line Items]
Number of Facilities | Facility	31
Q3 | ALFs | FL
Real Estate Properties [Line Items]
Number of Facilities | Facility	1
Q3 | ALFs | GA
Real Estate Properties [Line Items]
Number of Facilities | Facility	1
Q3 | ALFs | FL
Real Estate Properties [Line Items]
Number of Facilities | Facility	1
Q1, Q2 and Q3
Real Estate Properties [Line Items]
Total Investment	$ 1,022.8
Q1, Q2 and Q3 | Land
Real Estate Properties [Line Items]
Total Investment	100.4
Q1, Q2 and Q3 | Building and site improvements
Real Estate Properties [Line Items]
Total Investment	876.6
Q1, Q2 and Q3 | Furniture and fixtures
Real Estate Properties [Line Items]
Total Investment	$ 45.8
Q1, Q2 and Q3 | SNF's
Real Estate Properties [Line Items]
Number of Facilities | Facility	70
Q1, Q2 and Q3 | ALFs
Real Estate Properties [Line Items]
Number of Facilities | Facility	20

[1] Acquired from a related party. Refer to Note - 1 Related Party Transactions.

[2] Omega also recorded a deferred tax asset of approximately $1.9 million in connection with the acquisition.

[3] The Company paid $63.0 million in cash at closing to acquire the facilities. We have agreed to pay an additional $1.5 million in April 2017 and the remaining $1.5 million in April 2018. The additional consideration to be paid is contractually determined and not contingent on other factors. The $3.0 million liability is recorded in unsecured borrowings - net on our Consolidated Balance Sheet.

[4] The Company estimated the fair value of the assets acquired on the acquisition date based on certain valuation analyses that have yet to be finalized, and accordingly, the assets acquired, as detailed, are subject to adjustment once the analysis is completed.

[5] The Company paid approximately $3.5 million in cash to acquire the facility. The remainder of the purchase price (approximately $5.5 million) was funded with the redemption of an other investment note.

[6] The Company's investment includes a purchase option buyout obligation with a fair value of approximately $29.6 million. The future buyout obligation is recorded in accrued expenses and other liabilities on our Consolidated Balance Sheet. The Company also acquired a term loan with a fair value of approximately $37.0 million which is recorded in other investments on our Consolidated Balance Sheet. Refer to Note - 5 Other Investments.

XML

PROPERTIES AND INVESTMENTS - Significant acquisitions occurred in 2016 (Parentheticals) (Details) $ in Millions	9 Months Ended
	Sep. 30, 2016 USD ($) Parcel
Real Estate Properties [Line Items]
Number of land acquired | Parcel	3
Payments to acquire land	$ 5.9
Q2 | UK
Real Estate Properties [Line Items]
Deferred tax asset in connection with acquisition	1.9
Q2 | TX
Real Estate Properties [Line Items]
Payment to acquire the facilities	63.0
Additional consideration to be paid in April 2017	1.5
Additional consideration to be paid in April 2018	1.5
Liability recorded as unsecured borrowings	3.0
Q3 | OH
Real Estate Properties [Line Items]
Payment to acquire the facilities	3.5
Remainder of purchase price	5.5
Q3 | FL, KY,TN
Real Estate Properties [Line Items]
Fair value of purchase option buyout obligation	29.6
Fair value of term loan	$ 37.0

XML

PROPERTIES AND INVESTMENTS - Allocation of assets acquired and liabilities assumed (Details 1) - USD ($) $ in Thousands	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Apr. 01, 2015
Fair value of net assets acquired:
Goodwill	$ 644,129	$ 644,481	$ 645,568	$ 645,683
Merger Agreement | Aviv REIT, Inc
Fair value of net assets acquired:
Land and buildings					$ 3,107,530
Investment in direct financing leases					26,823
Mortgages notes receivable					19,246
Other investments					23,619
Total investments					3,177,218
Goodwill					630,679
Accounts receivables and other assets					17,144
Cash acquired					84,858
Accrued expenses and other liabilities					(223,002)
Debt					(1,410,637)
Fair value of net assets acquired					$ 2,276,260

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PROPERTIES AND INVESTMENTS - Pro forma information (Details 2) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Earnings per share - diluted:
Net income - as reported	$ 0.40	$ 0.43	$ 1.26	$ 0.97
Pro forma
Proforma Information [Line Items]
Pro Forma Revenues				$ 612,572
Pro Forma Net income				$ 200,826
Earnings per share - diluted:
Net income - as reported				$ 0.97
Net income - pro forma				$ 1.04

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PROPERTIES AND INVESTMENTS - Leased Property (Narrative) (Detail)	9 Months Ended
	Sep. 30, 2016 Facility Healthcare_facility
Real Estate Properties [Line Items]
Number of real estate properties | Healthcare_facility	1,014
Increase in the specific annual percentage over the prior year's rent	2.50%
Property available for operating lease | Minimum
Real Estate Properties [Line Items]
Lease term	5 years
Property available for operating lease | Maximum
Real Estate Properties [Line Items]
Lease term	15 years
SNF's
Real Estate Properties [Line Items]
Number of real estate properties	816
ALFs
Real Estate Properties [Line Items]
Number of real estate properties	101
Specialty facilities
Real Estate Properties [Line Items]
Number of real estate properties	16
Medical office building
Real Estate Properties [Line Items]
Number of real estate properties | Healthcare_facility	1

XML

PROPERTIES AND INVESTMENTS - Aviv Merger (Narrative) (Detail 1) - Merger Agreement - Aviv REIT, Inc $ in Thousands, shares in Millions	Apr. 01, 2015 USD ($) Facility Property Mortgage shares
Real Estate Properties [Line Items]
Conversion ratio of shares	0.90
Number of shares issued to issuable to stockholders | shares	43.7
Number of properties acquired	342
Number of facilities subject to direct financing leases | Facility	2
Number of mortgage facilities | Mortgage	2
Fair value of consideration | $	$ 2,276,260
Medical office building
Real Estate Properties [Line Items]
Number of properties acquired	1

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PROPERTIES AND INVESTMENTS - Assets Sold or Held for Sale (Narrative) (Detail 2) $ in Thousands	3 Months Ended				9 Months Ended
	Sep. 30, 2016 USD ($) Facility	Jun. 30, 2016 USD ($) Facility	Mar. 31, 2016 USD ($) Facility State	Sep. 30, 2015 USD ($)	Sep. 30, 2016 USD ($) Facility	Sep. 30, 2015 USD ($)	Dec. 31, 2015 Facility
Real Estate Properties [Line Items]
Number of states | State			6
Number of facilities sold	6	11			6
Number of previously classified as held for sale		7					1
Total cash proceeds | $	$ 21,000	$ 41,400
Amount of gain (loss) from sale of facilities | $	5,139	13,200		$ (2,391)	$ 19,931	$ 6,411
Impairment charge | $	$ 17,300	$ 6,900	$ 34,600
Number of facilities with impairment charges	12	15			12
Number of facilities with impairment charges classified as held for sale	10	12	14		10
SNF's
Real Estate Properties [Line Items]
Number of facilities sold			2
Number of previously classified as held for sale							2
Total cash proceeds | $			$ 2,400
Amount of gain (loss) from sale of facilities | $			$ 1,600

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DIRECT FINANCING LEASES (Detail) $ in Thousands	Sep. 30, 2016 USD ($) Lease	Dec. 31, 2015 USD ($) Lease
Leases, Capital [Abstract]
Minimum lease payments receivable	$ 4,291,776	$ 4,320,876
Less unearned income	(3,693,997)	(3,733,175)
Investment in direct financing leases - net	$ 597,779	$ 587,701
Properties subject to direct financing leases | Lease	58	59

XML

DIRECT FINANCING LEASES (Detail 1) $ in Thousands	Sep. 30, 2016 USD ($)
Leases, Capital [Abstract]
Year 1	$ 50,509
Year 2	51,688
Year 3	52,961
Year 4	54,270
Year 5	$ 55,491

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DIRECT FINANCING LEASES (Narrative) (Detail) $ in Millions		1 Months Ended
	Apr. 01, 2015 Lease	Nov. 27, 2013 USD ($) Facility Bed Lease State	Sep. 30, 2016 Facility Healthcare_facility State
Capital Leased Assets [Line Items]
Number of facilities owned | Healthcare_facility			1,014
Number of states | State			42
New Ark Investment Inc.
Capital Leased Assets [Line Items]
Purchase price of beds acquired paid in cash | $		$ 529
Number of lease | Lease		4
Master lease term		50 years
Interest on lease per annum		10.60%
Number of facilities owned		56
Number of licensed beds | Bed		5,623
Number of states | State		12
Number of additional facility owned			4
New Ark Investment Inc. | Southeast
Capital Leased Assets [Line Items]
Number of additional facility owned		39
New Ark Investment Inc. | Northwest
Capital Leased Assets [Line Items]
Number of additional facility owned		7
New Ark Investment Inc. | Texas
Capital Leased Assets [Line Items]
Number of additional facility owned		9
New Ark Investment Inc. | Indiana
Capital Leased Assets [Line Items]
Number of additional facility owned		1
Aviv | Direct financing leases | Merger Agreement
Capital Leased Assets [Line Items]
Additional direct financing lease | Lease	2
SNF's | New Ark Investment Inc.
Capital Leased Assets [Line Items]
Number of facilities owned | Bed		55
ALFs | New Ark Investment Inc.
Capital Leased Assets [Line Items]
Number of facilities owned | Bed		1

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MORTGAGE NOTES RECEIVABLE (Details) - USD ($) $ in Thousands		9 Months Ended	12 Months Ended
		Sep. 30, 2016	Dec. 31, 2015
Mortgage Loans on Real Estate [Line Items]
Mortgage notes receivable, gross		$ 624,339	$ 679,795
Allowance for loss on mortgage notes receivable		0	0
Total mortgages - net		624,339	679,795
Mortgage note due 2024; interest at 9.79%
Mortgage Loans on Real Estate [Line Items]
Mortgage notes receivable, gross		$ 112,500	$ 112,500
Mortgage loans on real estate, interest rate		9.79%	9.79%
Mortgage note due 2028; interest at 11.00%
Mortgage Loans on Real Estate [Line Items]
Mortgage notes receivable, gross		$ 35,964	$ 69,928
Mortgage loans on real estate, interest rate		11.00%	11.00%
Mortgage note due 2029; interest at 9.45%
Mortgage Loans on Real Estate [Line Items]
Mortgage notes receivable, gross		$ 412,465	$ 413,399
Mortgage loans on real estate, interest rate		9.45%	9.45%
Other mortgage notes outstanding
Mortgage Loans on Real Estate [Line Items]
Mortgage notes receivable, gross	[1]	$ 63,410	$ 83,968

[1] Other mortgage notes outstanding have stated interest rates ranging from 8.35% to 12.0% and maturity dates through 2053.

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MORTGAGE NOTES RECEIVABLE (Parentheticals) (Details) - Other mortgage notes outstanding	9 Months Ended
	Sep. 30, 2016
Mortgage Loans on Real Estate [Line Items]
Maturity year	2053
Minimum
Mortgage Loans on Real Estate [Line Items]
Mortgage loans on real estate, interest rate	8.35%
Maximum
Mortgage Loans on Real Estate [Line Items]
Mortgage loans on real estate, interest rate	12.00%

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MORTGAGE NOTES RECEIVABLE (Narrative) (Detail) $ in Thousands	1 Months Ended		9 Months Ended
	Apr. 29, 2016 USD ($)	Jan. 31, 2016 USD ($) Facility Bed	Sep. 30, 2016 USD ($) Facility Mortgage State Entity	Sep. 30, 2015 USD ($)
Mortgage Loans on Real Estate [Line Items]
Number of states | State			42
Proceeds from the mortgage notes due			$ 58,149	$ 1,025
Mortgage loans
Mortgage Loans on Real Estate [Line Items]
Number of fixed rate mortgages | Mortgage			24
Number of long term care facilities | Facility			47
Number of states | State			10
Number of independent healthcare operating companies | Entity			8
Net gain from repayment of a mortgage note	$ 5,400
Mortgage Notes due 2046
Mortgage Loans on Real Estate [Line Items]
Number of facility acquired | Facility		3
Fair value of facilities approximated		$ 25,000
Mortgage Notes due 2046 | Maryland
Mortgage Loans on Real Estate [Line Items]
Number of operating beds | Bed		352
Mortgage Notes Due
Mortgage Loans on Real Estate [Line Items]
Proceeds from the mortgage notes due	$ 47,800

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OTHER INVESTMENTS (Details) - USD ($) $ in Thousands		Sep. 30, 2016	Dec. 31, 2015
Schedule of Investments [Line Items]
Other investments, gross		$ 280,253	$ 92,259
Allowance for loss on other investments		(3,002)	(2,960)
Total other investments		277,251	$ 89,299
Other investment note due 2017; interest at 8.50%
Schedule of Investments [Line Items]
Other investments, gross		$ 10,300
Interest rate		8.50%	8.50%
Other investment note due 2019; interest at 10.50%
Schedule of Investments [Line Items]
Other investments, gross		$ 49,396
Interest rate		10.50%	10.50%
Other investment note due 2020; interest at 10.00%
Schedule of Investments [Line Items]
Other investments, gross		$ 23,000	$ 23,000
Interest rate		10.00%	10.00%
Other investment note due 2020; interest at 14.00%
Schedule of Investments [Line Items]
Other investments, gross		$ 47,970
Interest rate		14.00%	14.00%
Other investment note due 2022, interest at 9.00%
Schedule of Investments [Line Items]
Other investments, gross		$ 31,987
Interest rate		9.00%	9.00%
Other investment note due 2028; interest at 8.50%
Schedule of Investments [Line Items]
Other investments, gross		$ 20,000
Interest rate		8.50%	8.50%
Other investment note due 2030; interest at 6.66%
Schedule of Investments [Line Items]
Other investments, gross		$ 39,805	$ 26,966
Interest rate		6.66%	6.66%
Other investment notes outstanding
Schedule of Investments [Line Items]
Other investments, gross	[1]	$ 57,795	$ 42,293

[1] Other investment notes have maturity dates through 2028 and interest rates ranging from 6.50% to 13.0%.

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OTHER INVESTMENTS (Parentheticals) (Details) - Other investment notes outstanding	9 Months Ended
	Sep. 30, 2016	Dec. 31, 2015
Minimum
Schedule of Investments [Line Items]
Interest rate	6.50%	6.50%
Maturity year	2016
Maximum
Schedule of Investments [Line Items]
Interest rate	13.00%	13.00%
Maturity year	2028

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OTHER INVESTMENTS (Narrative) (Detail) $ in Thousands	9 Months Ended
	Sep. 30, 2016 USD ($)	Jul. 29, 2016 USD ($)	Apr. 29, 2016 USD ($) Note	Mar. 01, 2016 USD ($)	Feb. 26, 2016 USD ($)	Feb. 01, 2016 USD ($)	Dec. 31, 2015 USD ($)
Schedule of Investments [Line Items]
Other investments, gross	$ 280,253						$ 92,259
Other investment note due 2017; interest at 8.50%
Schedule of Investments [Line Items]
Other Investment notes						$ 15,000
Interest rate	8.50%						8.50%
Other investments, gross	$ 2,600
Other investment note due 2017; interest at 8.50%
Schedule of Investments [Line Items]
Other Investment notes				$ 15,000
Interest rate	8.50%						8.50%
Other investments, gross	$ 10,300
Other investment note due 2019; interest at 10.50%
Schedule of Investments [Line Items]
Other Investment notes					$ 50,000
Interest rate	10.50%						10.50%
Other investments, gross	$ 49,396
Discount on notes receivable					$ 750
Other investment note due 2020; interest at 14.00%
Schedule of Investments [Line Items]
Other Investment notes		$ 48,000
Interest rate	14.00%						14.00%
Other investments, gross	$ 47,970
Description of variable rate basis	LIBOR
LIBOR with floor rate	1.00%
LIBOR plus an applicable percentage	13.00%
Other investment note due 2020; interest at 14.00% | Through July 2019
Schedule of Investments [Line Items]
Monthly principal payments	$ 250
Frequency of periodic payment	Monthly
Other investment note due 2020; interest at 14.00% | August 2019 through maturity
Schedule of Investments [Line Items]
Monthly principal payments	$ 500
Frequency of periodic payment	Monthly
Other Investment notes due 2022
Schedule of Investments [Line Items]
Fair value of term loan	$ 37,000
Other investment note due 2019, interest at 13.00%, Tranche one
Schedule of Investments [Line Items]
Interest rate	13.00%
Other investments, gross	$ 5,000
Other investment note due 2022, interest at 9.00%, Tranche two
Schedule of Investments [Line Items]
Interest rate	9.00%						9.00%
Other investments, gross	$ 31,987
Other investment note due 2028; interest at 8.50%
Schedule of Investments [Line Items]
Other Investment notes				$ 20,000
Interest rate	8.50%						8.50%
Other investments, gross	$ 20,000
Interest rate annual increase percentage				2.50%
Other Investment notes due 2022 and 2023 Payoff
Schedule of Investments [Line Items]
Other investments, gross			$ 7,600
Other Investment Notes Due 2023 Payoff
Schedule of Investments [Line Items]
Number of working capital notes | Note			10

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ASSETS HELD FOR SALE (Details) $ in Thousands		3 Months Ended
		Sep. 30, 2016 USD ($) Property	Jun. 30, 2016 USD ($) Property	Mar. 31, 2016 USD ($) Property
Number Of Properties
Beginning Balance | Property		22	25	3
Properties sold/other | Property	[1]	(4)	(7)	(2)
Properties added | Property	[2]	13	4	24
Ending balance | Property		31	22	25
Net Book Value
Beginning Balance | $		$ 52,451	$ 73,589	$ 6,599
Properties sold/other | $	[1]	(8,659)	(28,347)	(600)
Properties added | $	[2]	47,418	7,209	67,590
Ending balance | $		$ 91,210	$ 52,451	$ 73,589

[1] In the first quarter of 2016, we sold two SNFs for approximately $2.4 million in net proceeds recognizing a gain on sale of approximately $1.6 million. In the second quarter of 2016, we sold seven SNFs for approximately $39.2 million in net proceeds generating a gain on sale of approximately $12.5 million. We also recorded approximately $3.4 million of impairments on 12 facilities to reduce their net book values to their estimated fair value less costs to sell. In the third quarter of 2016, we sold one closed SNF for approximately $0.3 million in net proceeds. Two SNFs and one ALF classified as assets held for sale in the second quarter were no longer considered held for sale and were reclassified in the third quarter back to leased properties at their fair values (approximately $7.0 million). In addition, we recorded approximately $1.5 million of impairments on four facilities in the third quarter to further reduce their net book values to their estimated fair value less costs to sell.

[2] In the first quarter of 2016, we reclassified eight ALFs and 16 SNFs located in six states to assets held for sale. We recorded approximately $34.6 million of impairment charges on 14 of these facilities to reduce their net book values to their estimated fair value less costs to sell. In the second quarter of 2016, we reclassified three SNFs and one ALF to assets held for sale with total carrying value of $7.2 million. In the third quarter of 2016, we reclassified 12 SNFs and one ALF to assets held for sale. In the third quarter, we recorded approximately $14.8 million of impairment charges on six of these facilities to reduce their net book values to their estimated fair value less costs to sell.

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ASSETS HELD FOR SALE (Parentheticals) (Details) $ in Millions	3 Months Ended
	Sep. 30, 2016 USD ($) Facility	Jun. 30, 2016 USD ($) Facility	Mar. 31, 2016 USD ($) Facility State
Real Estate Properties [Line Items]
Number of facilities held-for-sale/closed	34
Fair value of leased properties | $	$ 7.0
Number of states to assets held for sale | State			6
Impairment charges | $	$ 16.3		$ 34.6
Number of facilities with impairment charges	10	12	14
Carrying value for property reclassified | $		$ 7.2
SNF's
Real Estate Properties [Line Items]
Number of facilities held for sale sold		7	2
Number of leased real estate properties	2
Net proceeds from sale of facilities held for sale | $	$ 0.3	$ 39.2	$ 2.4
Gain from sale of facilities | $		$ 12.5	$ 1.6
Number of property reclassified	12	3	16
Impairment charges | $		$ 3.4
ALFs
Real Estate Properties [Line Items]
Number of leased real estate properties	1
Number of property reclassified	1	1	8

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INTANGIBLES - Summary of our intangibles (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015
Assets:
Goodwill	$ 644,129	$ 644,481	$ 645,568	$ 645,683
Accumulated amortization	(15,461)			(14,162)
Net intangible assets	8,251			8,125
Liabilities:
Below market leases	165,028			165,331
Accumulated amortization	(67,321)			(55,131)
Net intangible liabilities	97,707			110,200
Above market lease intangibles
Assets:
Gross intangible assets	23,545			21,901
In-place lease intangibles
Assets:
Gross intangible assets	$ 167			$ 386

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INTANGIBLES - Reconciliation of goodwill (Details 1) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016
Goodwill [Roll Forward]
Balance	$ 644,481	$ 645,568	$ 645,683
Add: additional valuation adjustments related to preliminary valuations			275
Less: foreign currency translation	(352)	(1,087)	(390)
Balance	$ 644,129	$ 644,481	$ 645,568

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INTANGIBLES (Narrative) (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 3.0	$ 1.4	$ 11.0	$ 4.3
Remainder of 2016	3.0		3.0
2017	11.7		11.7
2018	10.5		10.5
2019	9.4		9.4
2020	$ 9.2		$ 9.2

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INTANGIBLES (Narrative) (Detail 1)	9 Months Ended
	Sep. 30, 2016
Finite-Lived Intangible Assets [Line Items]
Below market leases, weighted average remaining amortization	10 years
Above market lease intangibles
Finite-Lived Intangible Assets [Line Items]
Weighted average remaining amortization	8 years

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CONCENTRATION OF RISK (Narrative) (Detail) $ in Thousands	9 Months Ended
	Sep. 30, 2016 USD ($) Facility Healthcare_facility State Operator	Dec. 31, 2015 USD ($)
Concentration Risk [Line Items]
Number of facilities owned | Healthcare_facility	1,014
Number of states | State	42
Number of operators | Operator	81
Gross investment in facilities, net of impairments and before reserve for uncollectible loans | $	$ 8,900,000
Percentage share of real estate investments related to long-term care facilities	99.00%
Number of facilities held-for-sale/closed	34
Miscellaneous investments, net | $	$ 277,251	$ 89,299
Concentration risk, benchmark description	No single operator or manager generated more than 10% of our total revenues for the nine months ended September 30, 2016.
Ohio
Concentration Risk [Line Items]
Concentration percent by state	10.00%
Texas
Concentration Risk [Line Items]
Concentration percent by state	9.00%
Florida
Concentration Risk [Line Items]
Concentration percent by state	9.00%
SNF's
Concentration Risk [Line Items]
Number of facilities owned	816
Number of facilities under fixed rate mortgage loan	44
ALFs
Concentration Risk [Line Items]
Number of facilities owned	101
Number of facilities under fixed rate mortgage loan	2
Specialty facilities
Concentration Risk [Line Items]
Number of facilities owned	16
Medical office building
Concentration Risk [Line Items]
Number of facilities owned | Healthcare_facility	1

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STOCKHOLDERS' EQUITY (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Stockholders' Equity Note [Abstract]
Foreign currency translation adjustments	$ (39,939)	$ (8,027)
Derivative instrument adjustments	(12,231)	(685)
Total accumulated other comprehensive loss	$ (52,170)	$ (8,712)

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STOCKHOLDERS' EQUITY (Narrative) (Detail) - USD ($) $ / shares in Units, $ in Thousands					3 Months Ended		9 Months Ended
	Oct. 13, 2016	Jul. 14, 2016	Apr. 14, 2016	Jan. 14, 2016	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Dividend [Line Items]
Dividends declared per common share		$ 0.60	$ 0.58	$ 0.57	$ 0.60	$ 0.55	$ 1.75	$ 1.62
Nature of common stock dividend payable		Quarterly	Quarterly	Quarterly
Increasing the quarterly common dividend		0.02	0.01	0.01
Dividends declared, date of declaration		Jul. 14, 2016	Apr. 14, 2016	Jan. 14, 2016
Dividends declared, date of payment		Aug. 15, 2016	May 16, 2016	Feb. 16, 2016
Dividends declared, date of record		Aug. 01, 2016	May 02, 2016	Feb. 02, 2016
Issuance of common stock (in shares)					4,000,000		6,900,000
Dividend reinvestment plan, shares issued, price per share					$ 34.38		$ 33.49
Value of common stock issued in dividend Reinvestment Plan					$ 136,600		$ 229,769	$ 65,665
Subsequent Event
Dividend [Line Items]
Dividends declared per common share	$ 0.61
Nature of common stock dividend payable	Quarterly
Increasing the quarterly common dividend	0.01
Dividends declared, date of declaration	Oct. 13, 2016
Dividends declared, date of payment	Nov. 15, 2016
Dividends declared, date of record	Oct. 31, 2016

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TAXES (Narrative) (Detail)	3 Months Ended	9 Months Ended
	Sep. 30, 2016 USD ($)	Sep. 30, 2016 USD ($)
Income Tax Disclosure [Abstract]
Percentage of minimum taxable income is distributed	90.00%	90.00%
Permitted ownership of a taxable REIT subsidiary ("TRS"), maximum percentage	100.00%	100.00%
Net operating loss carry-forward	$ 800,000	$ 800,000
State and local income tax provision	300,000	800,000
Provision (benefit) for foreign income taxes	$ (200,000)	$ (35,000)

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STOCK-BASED COMPENSATION (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract]
Stock-based compensation expense	$ 3,673	$ 2,199	$ 10,116	$ 6,682

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STOCK-BASED COMPENSATION (Details 1) $ / shares in Units, $ in Millions	9 Months Ended
	Sep. 30, 2016 USD ($) $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares/Units | shares	2,203,410	[1]
Grant Date Average Fair Value Per Unit/ Share | $ / shares	$ 19.96
Total Compensation Cost	$ 44.0	[2]
Unrecognized Compensation Cost	$ 21.4
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares/Units | shares	610,774	[1]
Grant Date Average Fair Value Per Unit/ Share | $ / shares	$ 33.45
Total Compensation Cost	$ 20.5	[2]
Unrecognized Compensation Cost	$ 7.4
RSUs | 2013 RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant Year	2013
Shares/Units | shares	195,822	[1]
Grant Date Average Fair Value Per Unit/ Share | $ / shares	$ 29.80
Total Compensation Cost	$ 5.8	[2]
Weighted Average Period of Expense Recognition	36 months
Unrecognized Compensation Cost	$ 0.5
Performance Period	NA
Vesting Dates	12/31/14 - 12/31/16
RSUs | 2014 RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant Year	2014
Shares/Units | shares	106,778	[1]
Grant Date Average Fair Value Per Unit/ Share | $ / shares	$ 29.80
Total Compensation Cost	$ 3.2	[2]
Weighted Average Period of Expense Recognition	36 months
Unrecognized Compensation Cost	$ 0.3
Performance Period	NA
Vesting Dates	12/31/2016
RSUs | 3/31/15 RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant Year	2015
Shares/Units | shares	109,985	[1]
Grant Date Average Fair Value Per Unit/ Share | $ / shares	$ 40.57
Total Compensation Cost	$ 4.5	[2]
Weighted Average Period of Expense Recognition	33 months
Unrecognized Compensation Cost	$ 2.0
Performance Period	NA
Vesting Dates	12/31/2017
RSUs | 4/1/15 RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant Year	2015
Shares/Units | shares	40,464	[1]
Grant Date Average Fair Value Per Unit/ Share | $ / shares	$ 40.74
Total Compensation Cost	$ 1.6	[2]
Weighted Average Period of Expense Recognition	33 months
Unrecognized Compensation Cost	$ 0.7
Performance Period	NA
Vesting Dates	12/31/2017
RSUs | Assumed Aviv RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant Year	2015
Shares/Units | shares	18,920	[1]
Grant Date Average Fair Value Per Unit/ Share | $ / shares	$ 24.92
Total Compensation Cost	$ 0.5	[2]
Weighted Average Period of Expense Recognition	21 months
Unrecognized Compensation Cost	$ 0.1
Performance Period	NA
Vesting Dates	12/31/2016
RSUs | Assumed Aviv RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant Year	2015
Shares/Units | shares	7,799	[1]
Grant Date Average Fair Value Per Unit/ Share | $ / shares	$ 35.08
Total Compensation Cost	$ 0.3	[2]
Weighted Average Period of Expense Recognition	33 months
Unrecognized Compensation Cost	$ 0.1
Performance Period	NA
Vesting Dates	12/31/15-12/31/17
RSUs | 3/17/16 RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant Year	2016
Shares/Units | shares	131,006	[1]
Grant Date Average Fair Value Per Unit/ Share | $ / shares	$ 34.78
Total Compensation Cost	$ 4.6	[2]
Weighted Average Period of Expense Recognition	33 months
Unrecognized Compensation Cost	$ 3.7
Performance Period	NA
Vesting Dates	12/31/2018
TSR PRSUs and LTIP Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares/Units | shares	828,608	[1]
Grant Date Average Fair Value Per Unit/ Share | $ / shares	$ 12.36
Total Compensation Cost	$ 10.3	[2]
Unrecognized Compensation Cost	$ 6.4
TSR PRSUs and LTIP Units | 2016 Transition TSR
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant Year	2013
Shares/Units | shares	101,591	[1]
Grant Date Average Fair Value Per Unit/ Share | $ / shares	$ 8.67
Total Compensation Cost	$ 0.9	[2]
Weighted Average Period of Expense Recognition	36 months
Unrecognized Compensation Cost	$ 0.1
Performance Period	12/31/2013-12/31/2016
Vesting Dates	12/31/2016
TSR PRSUs and LTIP Units | 2016 TSR
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant Year	2014
Shares/Units | shares	135,634	[1]
Grant Date Average Fair Value Per Unit/ Share | $ / shares	$ 8.67
Total Compensation Cost	$ 1.2	[2]
Weighted Average Period of Expense Recognition	48 months
Unrecognized Compensation Cost	$ 0.4
Performance Period	1/1/2014-12/31/2016
Vesting Dates	Quarterly in 2017
TSR PRSUs and LTIP Units | 3/31/15 2017 LTIP Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant Year	2015
Shares/Units | shares	137,249	[1]
Grant Date Average Fair Value Per Unit/ Share | $ / shares	$ 14.66
Total Compensation Cost	$ 2.0	[2]
Weighted Average Period of Expense Recognition	45 months
Unrecognized Compensation Cost	$ 1.2
Performance Period	1/1/2015-12/31/2017
Vesting Dates	Quarterly in 2018
TSR PRSUs and LTIP Units | 4/1/2015 2017 LTIP Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant Year	2015
Shares/Units | shares	54,151	[1]
Grant Date Average Fair Value Per Unit/ Share | $ / shares	$ 14.80
Total Compensation Cost	$ 0.8	[2]
Weighted Average Period of Expense Recognition	45 months
Unrecognized Compensation Cost	$ 0.5
Performance Period	1/1/2015-12/31/2017
Vesting Dates	Quarterly in 2018
TSR PRSUs and LTIP Units | 7/31/15 2016 Transition TSR
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant Year	2015
Shares/Units | shares	22,091	[1]
Grant Date Average Fair Value Per Unit/ Share | $ / shares	$ 18.51
Total Compensation Cost	$ 0.4	[2]
Weighted Average Period of Expense Recognition	5 months
Performance Period	12/31/2013-12/31/2016
Vesting Dates	12/31/2016
TSR PRSUs and LTIP Units | 7/31/15 2017 LTIP Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant Year	2015
Shares/Units | shares	5,823	[1]
Grant Date Average Fair Value Per Unit/ Share | $ / shares	$ 8.78
Total Compensation Cost	$ 0.1	[2]
Weighted Average Period of Expense Recognition	5 months
Performance Period	1/1/2015-12/31/2017
Vesting Dates	12/31/2017
TSR PRSUs and LTIP Units | 3/17/16 2018 LTIP Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant Year	2016
Shares/Units | shares	372,069	[1]
Grant Date Average Fair Value Per Unit/ Share | $ / shares	$ 13.21
Total Compensation Cost	$ 4.9	[2]
Weighted Average Period of Expense Recognition	45 months
Unrecognized Compensation Cost	$ 4.2
Performance Period	1/1/2016-12/31/2018
Vesting Dates	Quarterly in 2019
Relative TSR PRSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares/Units | shares	764,028	[1]
Grant Date Average Fair Value Per Unit/ Share | $ / shares	$ 17.41
Total Compensation Cost	$ 13.2	[2]
Unrecognized Compensation Cost	$ 7.6
Relative TSR PRSUs | 2016 Transition Relative TSR
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant Year	2013
Shares/Units | shares	101,588	[1]
Grant Date Average Fair Value Per Unit/ Share | $ / shares	$ 14.24
Total Compensation Cost	$ 1.4	[2]
Weighted Average Period of Expense Recognition	36 months
Unrecognized Compensation Cost	$ 0.1
Performance Period	12/31/2013-12/31/2016
Vesting Dates	12/31/2016
Relative TSR PRSUs | 2016 Relative TSR
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant Year	2014
Shares/Units | shares	135,634	[1]
Grant Date Average Fair Value Per Unit/ Share | $ / shares	$ 14.24
Total Compensation Cost	$ 1.9	[2]
Weighted Average Period of Expense Recognition	48 months
Unrecognized Compensation Cost	$ 0.6
Performance Period	1/1/2014-12/31/2016
Vesting Dates	Quarterly in 2017
Relative TSR PRSUs | 3/31/15 2017 Relative TSR
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant Year	2015
Shares/Units | shares	137,249	[1]
Grant Date Average Fair Value Per Unit/ Share | $ / shares	$ 22.50
Total Compensation Cost	$ 3.1	[2]
Weighted Average Period of Expense Recognition	45 months
Unrecognized Compensation Cost	$ 1.9
Performance Period	1/1/2015-12/31/2017
Vesting Dates	Quarterly in 2018
Relative TSR PRSUs | 4/1/2015 2017 Relative TSR
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant Year	2015
Shares/Units | shares	54,151	[1]
Grant Date Average Fair Value Per Unit/ Share | $ / shares	$ 22.91
Total Compensation Cost	$ 1.2	[2]
Weighted Average Period of Expense Recognition	45 months
Unrecognized Compensation Cost	$ 0.7
Performance Period	1/1/2015-12/31/2017
Vesting Dates	Quarterly in 2018
Relative TSR PRSUs | 7/31/15 2016 Relative TSR
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant Year	2015
Shares/Units | shares	22,100	[1]
Grant Date Average Fair Value Per Unit/ Share | $ / shares	$ 19.60
Total Compensation Cost	$ 0.4	[2]
Weighted Average Period of Expense Recognition	5 months
Performance Period	12/31/2013-12/31/2016
Vesting Dates	12/31/2016
Relative TSR PRSUs | 7/31/15 2017 Relative TSR
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant Year	2015
Shares/Units | shares	5,826	[1]
Grant Date Average Fair Value Per Unit/ Share | $ / shares	$ 17.74
Total Compensation Cost	$ 0.1	[2]
Weighted Average Period of Expense Recognition	5 months
Performance Period	1/1/2015-12/31/2017
Vesting Dates	12/31/2017
Relative TSR PRSUs | 3/17/16 2018 Relative TSR
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant Year	2016
Shares/Units | shares	307,480	[1]
Grant Date Average Fair Value Per Unit/ Share | $ / shares	$ 16.45
Total Compensation Cost	$ 5.1	[2]
Weighted Average Period of Expense Recognition	45 months
Unrecognized Compensation Cost	$ 4.3
Performance Period	1/1/2016-12/31/2018
Vesting Dates	Quarterly in 2019

[1] Shares/units are net of shares cancelled.

[2] Total compensation costs are net of shares cancelled.

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STOCK-BASED COMPENSATION (Narrative) (Detail)	Sep. 30, 2016 shares	[1]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares granted	2,203,410
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares granted	610,774
RSUs | 3/17/16 RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares granted	131,006
TSR PRSUs and LTIP Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares granted	828,608
TSR PRSUs and LTIP Units | 3/17/16
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares granted	372,069
Relative TSR PRSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares granted	764,028
Relative TSR PRSUs | 3/17/16
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares granted	307,480

[1] Shares/units are net of shares cancelled.

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STOCK-BASED COMPENSATION (Narrative) (Detail 1) $ in Millions	9 Months Ended
	Sep. 30, 2016 USD ($) shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares of restricted stock outstanding | shares	2,203,410	[1]
Unrecognized compensation cost | $	$ 21.4
Restricted stock | Directors
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares of restricted stock outstanding | shares	54,999
Vesting period, years	3 years
Unrecognized compensation cost | $	$ 1.7

[1] Shares/units are net of shares cancelled.

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BORROWING ACTIVITIES AND ARRANGEMENTS (Details) - USD ($) $ in Thousands		9 Months Ended
		Sep. 30, 2016	Dec. 31, 2015
Secured borrowings:
Secured Borrowings		$ 55,271	$ 236,204
Unsecured borrowings:
Revolving line of credit		223,000	230,000
Term loans		1,100,000	750,000
Secured Borrowings
Secured borrowings:
Long-term borrowing amount, secured borrowings		$ 55,271	236,204
Secured Borrowings | Mortgage term loan
Secured borrowings:
Secured Borrowings			180,000
Secured Borrowings | HUD mortgages assumed December 2011
Debt Instrument [Line Items]
Maturity	[1]	2044
Rate	[1]	3.06%
Secured borrowings:
Secured Borrowings	[1]	$ 55,271	56,204
Unsecured borrowings
Unsecured borrowings:
Revolving line of credit including term loan		1,323,000	980,000
Unsecured borrowing		3,073,000	2,370,000
Discount - net		(17,632)	(17,118)
Total unsecured borrowings		4,378,368	3,332,882
Total - net		$ 4,433,639	3,569,086
Unsecured borrowings | Revolving line of credit
Debt Instrument [Line Items]
Maturity		2018
Rate		1.82%
Unsecured borrowings:
Revolving line of credit		$ 223,000	230,000
Unsecured borrowings | Tranche A-1 term loan
Debt Instrument [Line Items]
Maturity		2019
Rate		2.02%
Unsecured borrowings:
Unsecured borrowing		$ 200,000	200,000
Unsecured borrowings | Tranche A-2 term loan
Debt Instrument [Line Items]
Maturity		2017
Rate		2.02%
Unsecured borrowings:
Unsecured borrowing		$ 200,000	200,000
Unsecured borrowings | Tranche A-3 term loan
Debt Instrument [Line Items]
Maturity		2021
Rate		2.02%
Unsecured borrowings:
Unsecured borrowing		$ 350,000
Unsecured borrowings | Omega OP Term loan
Debt Instrument [Line Items]
Maturity		2017
Rate		2.02%
Unsecured borrowings:
Term loans		$ 100,000	100,000
Unsecured borrowings | 2015 term loan
Debt Instrument [Line Items]
Maturity		2022
Rate		2.33%
Unsecured borrowings:
Term loans		$ 250,000	250,000
Unsecured borrowings | 2023 notes
Debt Instrument [Line Items]
Maturity		2023
Rate		4.375%
Unsecured borrowings:
Senior notes outstanding		$ 700,000
Unsecured borrowings | 2024 notes
Debt Instrument [Line Items]
Maturity		2024
Rate		5.875%
Unsecured borrowings:
Senior notes outstanding		$ 400,000	400,000
Unsecured borrowings | 2024 notes
Debt Instrument [Line Items]
Maturity		2024
Rate		4.95%
Unsecured borrowings:
Senior notes outstanding		$ 400,000	400,000
Unsecured borrowings | 2025 notes
Debt Instrument [Line Items]
Maturity		2025
Rate		4.50%
Unsecured borrowings:
Senior notes outstanding		$ 250,000	250,000
Unsecured borrowings | 2026 Notes
Debt Instrument [Line Items]
Maturity		2026
Rate		5.25%
Unsecured borrowings:
Senior notes outstanding		$ 600,000	600,000
Unsecured borrowings | 2027 notes
Debt Instrument [Line Items]
Maturity		2027
Rate		4.50%
Unsecured borrowings:
Senior notes outstanding		$ 700,000	700,000
Unsecured borrowings | Other
Debt Instrument [Line Items]
Maturity		2018
Unsecured borrowings:
Senior notes outstanding		$ 3,000
Unsecured borrowings | Subordinated debt
Debt Instrument [Line Items]
Maturity		2021
Rate		9.00%
Unsecured borrowings:
Subordinated debt		$ 20,000	$ 20,000

[1] Reflects the weighted average annual contractual interest rate on the mortgages at September 30, 2016 excluding a third-party administration fee of approximately 0.5% annually. Secured by real estate assets with a net carrying value of $66.7 million as of September 30, 2016.

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BORROWING ACTIVITIES AND ARRANGEMENTS (Parentheticals) (Details) - Secured Borrowings - HUD mortgages assumed December 2011 $ in Millions	9 Months Ended
	Sep. 30, 2016 USD ($)
Debt Instrument [Line Items]
Third party administration fee	0.50%
Real estate assets with a net carrying value	$ 66.7

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BORROWING ACTIVITIES AND ARRANGEMENTS (Narrative) (Details) $ in Millions		1 Months Ended		9 Months Ended
	Jul. 12, 2016 USD ($)	Jul. 25, 2016 USD ($)	Jan. 29, 2016 USD ($)	Sep. 30, 2016 USD ($) Healthcare_facility Subsidary	Jun. 30, 2016 USD ($)
Aviv
Debt Instrument [Line Items]
Number of subsidiary | Subsidary				2
Number of facilities owned | Healthcare_facility				28
Mortgage term loan
Debt Instrument [Line Items]
Purchased of loan		$ 180.0
Net carrying value					$ 290.5
Description of variable rate basis		LIBOR
Floor basis spread		0.50%
Basis spread percentage of floor rate plus margin		3.50%
Paid purchase of debt		$ 180.0
Percentage of premium paid to purchase debt		1.00%
Interest rate					4.13%
2023 notes
Debt Instrument [Line Items]
Purchased of loan	$ 180.0
Interest rate	4.375%			4.375%
Senior notes, principal amount	$ 700.0
Percentage of notes sold at an issue price	99.739%
Net proceeds from offering	$ 692.0
Unsecured borrowings | Revolving line of credit
Debt Instrument [Line Items]
Percentage of notes sold at an issue price				1.82%
Unsecured borrowings | Revolving line of credit | Omega Credit Agreement
Debt Instrument [Line Items]
Credit facility, borrowing capacity			$ 1,250.0
Unsecured borrowings | Tranche A-1 term loan
Debt Instrument [Line Items]
Percentage of notes sold at an issue price				2.02%
Unsecured borrowings | Tranche A-1 term loan | Omega Credit Agreement
Debt Instrument [Line Items]
Credit facility, borrowing capacity			200.0
Unsecured borrowings | Tranche A-2 term loan
Debt Instrument [Line Items]
Percentage of notes sold at an issue price				2.02%
Unsecured borrowings | Tranche A-2 term loan | Omega Credit Agreement
Debt Instrument [Line Items]
Credit facility, borrowing capacity			200.0
Unsecured borrowings | Tranche A-3 term loan
Debt Instrument [Line Items]
Percentage of notes sold at an issue price				2.02%
Unsecured borrowings | Tranche A-3 term loan | Omega Credit Agreement
Debt Instrument [Line Items]
Credit facility, borrowing capacity			$ 350.0
LIBOR plus an applicable percentage			1.50%
Unsecured borrowings | Tranche A-3 term loan | Minimum | Omega Credit Agreement
Debt Instrument [Line Items]
LIBOR plus an applicable percentage			1.00%
Unsecured borrowings | Tranche A-3 term loan | Maximum | Omega Credit Agreement
Debt Instrument [Line Items]
LIBOR plus an applicable percentage			1.95%
Unsecured borrowings | 2023 notes
Debt Instrument [Line Items]
Senior notes, principal amount				$ 700.0
Percentage of notes sold at an issue price				4.375%

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FINANCIAL INSTRUMENTS (Detail) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015	Sep. 30, 2015	Dec. 31, 2014
Assets:
Cash and cash equivalents	$ 32,567	$ 5,424	$ 15,319	$ 4,489
Restricted cash	12,282	14,607
Investments in direct financing leases - net	597,779	587,701
Mortgage notes receivable - net	624,339	679,795
Other investments - net	277,251	89,299
Liabilities:
Revolving line of credit	223,000	230,000
2015 term loan	1,100,000	750,000
HUD debt - net	55,271	236,204
Carrying Amount
Assets:
Cash and cash equivalents	32,567	5,424
Restricted cash	12,282	14,607
Investments in direct financing leases - net	597,779	587,701
Mortgage notes receivable - net	624,339	679,795
Other investments - net	277,251	89,299
Totals	1,544,218	1,376,826
Liabilities:
Revolving line of credit	223,000	230,000
Tranche A-1 term loan	200,000	200,000
Tranche A-2 term loan	200,000	200,000
Tranche A-3 term loan	350,000
Omega OP Term loan	100,000	100,000
2015 term loan	250,000	250,000
Mortgage term loan due 2019		180,000
HUD debt - net	55,271	56,204
Subordinated debt - net	20,520	20,613
Other	3,000
Totals	4,433,639	3,569,086
Carrying Amount | 4.375% notes due 2023
Liabilities:
Notes Payable	698,237
Carrying Amount | 5.875% notes due 2024
Liabilities:
Notes Payable	400,000	400,000
Carrying Amount | 4.95% notes due 2024
Liabilities:
Notes Payable	395,758	395,333
Carrying Amount | 4.50% notes due 2025
Liabilities:
Notes Payable	248,257	248,099
Carrying Amount | 5.25% notes due 2026
Liabilities:
Notes Payable	598,466	598,343
Carrying Amount | 4.50% notes due 2027
Liabilities:
Notes Payable	691,130	690,494
Fair Value
Assets:
Cash and cash equivalents	32,567	5,424
Restricted cash	12,282	14,607
Investments in direct financing leases - net	594,489	584,358
Mortgage notes receivable - net	630,576	687,130
Other investments - net	272,514	90,745
Totals	1,542,428	1,382,264
Liabilities:
Revolving line of credit	223,000	230,000
Tranche A-1 term loan	200,000	200,000
Tranche A-2 term loan	200,000	200,000
Tranche A-3 term loan	350,000
Omega OP Term loan	100,000	100,000
2015 Term loan	250,000	250,000
Mortgage term loan due 2019		180,000
HUD debt - net	57,331	52,678
Subordinated debt - net	25,429	24,366
Other	3,000
Totals	4,621,759	3,593,007
Fair Value | 4.375% notes due 2023
Liabilities:
Notes Payable	725,932
Fair Value | 5.875% notes due 2024
Liabilities:
Notes Payable	466,755	429,956
Fair Value | 4.95% notes due 2024
Liabilities:
Notes Payable	421,791	403,064
Fair Value | 4.50% notes due 2025
Liabilities:
Notes Payable	254,384	242,532
Fair Value | 5.25% notes due 2026
Liabilities:
Notes Payable	645,477	612,760
Fair Value | 4.50% notes due 2027
Liabilities:
Notes Payable	$ 698,660	$ 667,651

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FINANCIAL INSTRUMENTS (Parentheticals) (Detail)	Sep. 30, 2016
4.375% notes due 2023
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Notes issued, interest rate	4.375%
5.875% notes due 2024
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Notes issued, interest rate	5.875%
4.95% notes due 2024
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Notes issued, interest rate	4.95%
4.50% notes due 2025
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Notes issued, interest rate	4.50%
5.25% notes due 2026
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Notes issued, interest rate	5.25%
4.50% notes due 2027
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Notes issued, interest rate	4.50%

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EARNINGS PER SHARE - Computation of basic and diluted earnings per share (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Numerator:
Net income	$ 82,134	$ 83,254	$ 253,484	$ 169,772
Less: net income attributable to noncontrolling interests	(3,585)	(3,852)	(11,328)	(5,890)
Net income available to common stockholders	$ 78,549	$ 79,402	$ 242,156	$ 163,882
Denominator:
Denominator for basic earnings per share	194,123	184,739	190,444	167,261
Effect of dilutive securities:
Common stock equivalents	1,093	1,483	1,174	1,580
Noncontrolling interest - OP units	8,862	8,961	8,910	5,983
Denominator for diluted earnings per share	204,078	195,183	200,528	174,824
Earnings per share - basic:
Net income available to common stockholders (in dollars per share)	$ 0.40	$ 0.43	$ 1.27	$ 0.98
Earnings per share - diluted:
Net income (in dollars per share)	$ 0.40	$ 0.43	$ 1.26	$ 0.97

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CONSOLIDATING FINANCIAL STATEMENTS (Detail) - USD ($) $ in Thousands	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Sep. 30, 2015	Dec. 31, 2014
Real estate properties
Land and buildings	$ 7,593,886			$ 6,743,958
Less accumulated depreciation	(1,186,077)			(1,019,150)
Real estate properties - net	6,407,809			5,724,808
Investment in direct financing leases	597,779			587,701
Mortgage notes receivable	624,339			679,795
Real estate properties, total	7,629,927			6,992,304
Other investments	277,251			89,299
Total investments held, continuing operations	7,907,178			7,081,603
Assets held for sale - net	91,210			6,599
Total investments	7,998,388			7,088,202
Cash and cash equivalents	32,567			5,424	$ 15,319	$ 4,489
Restricted cash	12,282			14,607
Accounts receivable - net	225,225			203,862
Goodwill	644,129	$ 644,481	$ 645,568	645,683
Other assets	69,772			61,231
Total assets	8,982,363			8,019,009
LIABILITIES AND EQUITY
Revolving line of credit	223,000			230,000
Term loan	1,100,000			750,000
Secured Borrowings	55,271			236,204
Unsecured borrowings - net	3,055,368			2,352,882
Accrued expenses and other liabilities	361,596			333,706
Deferred income taxes	11,937			15,352
Total liabilities	4,807,172			3,918,144
Equity:
Common stock	19,514			18,740
Common stock - additional paid-in capital	4,827,877			4,609,474
Cumulative net earnings	1,614,678			1,372,522
Cumulative dividends paid	(2,587,841)			(2,254,038)
Accumulated other comprehensive (loss) income	(52,170)			(8,712)
Total stockholders' equity	3,822,058			3,737,986
Noncontrolling interest	353,133			362,879
Total equity	4,175,191			4,100,865
Total liabilities and equity	8,982,363			8,019,009
Issuer & Subsidiary Guarantors
Real estate properties
Land and buildings	6,938,032			6,184,507
Less accumulated depreciation	(1,142,146)			(991,314)
Real estate properties - net	5,795,886			5,193,193
Investment in direct financing leases	597,779			587,701
Mortgage notes receivable	624,339			679,795
Real estate properties, total	7,018,004			6,460,689
Other investments	276,862			89,299
Total investments held, continuing operations	7,294,866			6,549,988
Assets held for sale - net	91,210			6,599
Total investments	7,386,076			6,556,587
Cash and cash equivalents	27,576			1,592	10,334	$ 4,489
Restricted cash	7,111			8,058
Accounts receivable - net	216,597			196,107
Goodwill	630,679			630,404
Investments in and advances to affiliates	580,945			300,409
Other assets	58,185			53,732
Total assets	8,907,169			7,746,889
LIABILITIES AND EQUITY
Revolving line of credit	223,000			230,000
Term loan	1,100,000			750,000
Unsecured borrowings - net	3,055,368			2,352,882
Accrued expenses and other liabilities	353,610			326,815
Intercompany payable				(13,673)
Total liabilities	4,731,978			3,646,024
Equity:
Common stock	19,514			18,740
Common stock - additional paid-in capital	4,827,877			4,609,474
Cumulative net earnings	1,614,678			1,372,522
Cumulative dividends paid	(2,587,841)			(2,254,038)
Accumulated other comprehensive (loss) income	(52,170)			(8,712)
Total stockholders' equity	3,822,058			3,737,986
Noncontrolling interest	353,133			362,879
Total equity	4,175,191			4,100,865
Total liabilities and equity	8,907,169			7,746,889
Non-Guarantor Subsidiaries
Real estate properties
Land and buildings	655,854			559,451
Less accumulated depreciation	(43,931)			(27,836)
Real estate properties - net	611,923			531,615
Real estate properties, total	611,923			531,615
Other investments	389
Total investments held, continuing operations	612,312			531,615
Total investments	612,312			531,615
Cash and cash equivalents	4,991			3,832	$ 4,985
Restricted cash	5,171			6,549
Accounts receivable - net	8,628			7,755
Goodwill	13,450			15,279
Other assets	11,587			7,499
Total assets	656,139			572,529
LIABILITIES AND EQUITY
Secured Borrowings	440,099			361,460
Accrued expenses and other liabilities	7,986			6,891
Deferred income taxes	11,937			15,352
Intercompany payable	7,894			13,673
Total liabilities	467,916			397,376
Equity:
Equity investment from affiliates	164,285			156,830
Cumulative net earnings	23,516			18,246
Accumulated other comprehensive (loss) income	422			77
Total stockholders' equity	188,223			175,153
Total equity	188,223			175,153
Total liabilities and equity	656,139			572,529
Elimination
Real estate properties
Investments in and advances to affiliates	(580,945)			(300,409)
Total assets	(580,945)			(300,409)
LIABILITIES AND EQUITY
Secured Borrowings	(384,828)			(125,256)
Intercompany payable	(7,894)
Total liabilities	(392,722)			(125,256)
Equity:
Equity investment from affiliates	(164,285)			(156,830)
Cumulative net earnings	(23,516)			(18,246)
Accumulated other comprehensive (loss) income	(422)			(77)
Total stockholders' equity	(188,223)			(175,153)
Total equity	(188,223)			(175,153)
Total liabilities and equity	$ (580,945)			$ (300,409)

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CONSOLIDATING FINANCIAL STATEMENTS (Detail 1) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Revenue
Rental income	$ 185,837	$ 166,623	$ 548,994	$ 430,699
Income from direct financing leases	15,611	15,216	46,574	44,582
Mortgage interest income	15,996	17,195	53,973	51,336
Other investment income - net	7,194	2,940	16,800	6,488
Total operating revenues	224,638	201,974	666,341	533,105
Expenses
Depreciation and amortization	68,316	60,143	196,254	149,909
General and administrative	12,428	10,160	34,715	26,482
Acquisition and merger related costs	2,309	3,555	9,584	55,507
Impairment loss on real estate properties	17,275	1,743	58,726	14,641
(Recovery) provision for uncollectible mortgages, notes and accounts receivable	(3)	301	3,967	292
Total operating expenses	100,325	75,902	303,246	246,831
Income before other income and expense	124,313	126,072	363,095	286,274
Other income (expense):
Interest income	157	5	169	205
Interest expense	(42,855)	(38,169)	(119,728)	(108,776)
Interest - amortization of deferred financing costs	(2,502)	(1,857)	(6,844)	(5,036)
Interest - refinancing costs	(1,815)		(2,113)	(8,361)
Realized loss on foreign exchange	(222)		(244)
Total other expense	(47,237)	(40,021)	(128,760)	(121,968)
Income before gain (loss) on assets sold	77,076	86,051	234,335	164,306
Gain on assets sold - net	5,139	(2,391)	19,931	6,411
Income from continuing operations before income taxes	82,215	83,660	254,266	170,717
Income taxes	(81)	(406)	(782)	(945)
Net income	82,134	83,254	253,484	169,772
Net income attributable to noncontrolling interest	(3,585)	(3,852)	(11,328)	(5,890)
Net income available to common stockholders	78,549	79,402	242,156	163,882
Issuer & Subsidiary Guarantors
Revenue
Rental income	170,639	153,029	504,780	402,341
Income from direct financing leases	15,611	15,216	46,574	44,582
Mortgage interest income	15,996	17,195	53,973	51,336
Other investment income - net	8,552	2,940	18,120	6,488
Total operating revenues	210,798	188,380	623,447	504,747
Expenses
Depreciation and amortization	62,460	54,600	179,219	138,381
General and administrative	12,303	10,064	34,326	26,201
Acquisition and merger related costs	2,026	3,555	5,779	52,994
Impairment loss on real estate properties	17,275	1,743	58,508	14,641
(Recovery) provision for uncollectible mortgages, notes and accounts receivable	(3)	301	705	292
Total operating expenses	94,061	70,263	278,537	232,509
Income before other income and expense	116,737	118,117	344,910	272,238
Other income (expense):
Interest income	154	1	160	196
Interest expense	(39,114)	(34,255)	(106,807)	(100,966)
Interest - amortization of deferred financing costs	(2,476)	(1,852)	(6,806)	(5,020)
Interest - refinancing costs	(1,815)		(2,113)	(8,361)
Realized loss on foreign exchange	(222)		(244)
Equity in earnings	3,986	3,771	5,270	5,771
Total other expense	(39,487)	(32,335)	(110,540)	(108,380)
Income before gain (loss) on assets sold	77,250	85,782	234,370	163,858
Gain on assets sold - net	5,139	(2,391)	19,931	6,411
Income from continuing operations before income taxes	82,389	83,391	254,301	170,269
Income taxes	(255)	(137)	(817)	(497)
Net income	82,134	83,254	253,484	169,772
Net income attributable to noncontrolling interest	(3,585)	(3,852)	(11,328)	(5,890)
Net income available to common stockholders	78,549	79,402	242,156	163,882
Non-Guarantor Subsidiaries
Revenue
Rental income	15,198	13,594	44,214	28,358
Other investment income - net	16		54
Total operating revenues	15,214	13,594	44,268	28,358
Expenses
Depreciation and amortization	5,856	5,543	17,035	11,528
General and administrative	125	96	389	281
Acquisition and merger related costs	283		3,805	2,513
Impairment loss on real estate properties			218
(Recovery) provision for uncollectible mortgages, notes and accounts receivable			3,262
Total operating expenses	6,264	5,639	24,709	14,322
Income before other income and expense	8,950	7,955	19,559	14,036
Other income (expense):
Interest income	3	4	9	9
Interest expense	(5,115)	(3,914)	(14,295)	(7,810)
Interest - amortization of deferred financing costs	(26)	(5)	(38)	(16)
Total other expense	(5,138)	(3,915)	(14,324)	(7,817)
Income before gain (loss) on assets sold	3,812	4,040	5,235	6,219
Income from continuing operations before income taxes	3,812	4,040	5,235	6,219
Income taxes	174	(269)	35	(448)
Net income	3,986	3,771	5,270	5,771
Net income available to common stockholders	3,986	3,771	5,270	5,771
Elimination
Revenue
Other investment income - net	(1,374)		(1,374)
Total operating revenues	(1,374)		(1,374)
Expenses
Income before other income and expense	(1,374)		(1,374)
Other income (expense):
Interest expense	1,374		1,374
Equity in earnings	(3,986)	(3,771)	(5,270)	(5,771)
Total other expense	(2,612)	(3,771)	(3,896)	(5,771)
Income before gain (loss) on assets sold	(3,986)	(3,771)	(5,270)	(5,771)
Income from continuing operations before income taxes	(3,986)	(3,771)	(5,270)	(5,771)
Net income	(3,986)	(3,771)	(5,270)	(5,771)
Net income available to common stockholders	$ (3,986)	$ (3,771)	$ (5,270)	$ (5,771)

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CONSOLIDATING FINANCIAL STATEMENTS (Detail 2) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Cash flows from operating activities
Net income	$ 82,134	$ 83,254	$ 253,484	$ 169,772
Adjustment to reconcile net income to cash provided by operating activities:
Depreciation and amortization	68,316	60,143	196,254	149,909
Provision for impairment on real estate properties	17,275	1,743	58,726	14,641
Provision for uncollectible mortgages, notes and accounts receivable			3,967	292
Amortization of deferred financing and refinancing costs			8,957	13,397
Accretion of direct financing leases			(8,999)	(8,124)
Stock-based compensation			10,116	6,682
Gain on assets sold - net	(5,139)	2,391	(19,931)	(6,411)
Amortization of acquired in-place leases - net			(10,957)	(4,264)
Change in operating assets and liabilities - net of amounts assumed/acquired:
Accounts receivable - net			203	315
Straight-line rent receivables			(29,959)	(26,565)
Lease inducements			1,942	347
Effective yield receivable on mortgage notes			(209)	(3,159)
Other operating assets and liabilities			(6,357)	15,972
Net cash provided by operating activities			457,237	322,804
Cash flows from investing activities
Acquisition of real estate - net of liabilities assumed and escrows acquired			(959,748)	(288,290)
Cash acquired in merger				84,858
Investment in construction in progress			(44,113)	(145,276)
Investment in direct financing leases			(1,079)	(6,793)
Placement of mortgage loans			(27,895)	(7,601)
Proceeds from sale of real estate investments			64,746	41,541
Capital improvements to real estate investments			(31,408)	(18,154)
Proceeds from other investments			49,482	37,428
Investments in other investments			(242,999)	(49,489)
Collection of mortgage principal			58,149	1,025
Net cash used in investing activities			(1,134,865)	(350,751)
Cash flows from financing activities
Proceeds from credit facility borrowings			1,134,000	1,704,000
Payments on credit facility borrowings			(1,141,000)	(1,239,000)
Receipts of other long-term borrowings			1,048,173	1,588,124
Payments of other long-term borrowings			(180,934)	(1,588,063)
Payments of financing related costs			(11,770)	(30,709)
Escrow deposit for other long-term borrowing				(614,998)
Receipts from dividend reinvestment plan	136,600		229,769	65,665
Payments for exercised options and restricted stock - net			(23,403)	(26,168)
Net proceeds from issuance of common stock				439,738
Dividends paid			(333,663)	(253,105)
Redemption of OP Units			(732)
Distributions to OP Unit holders			(15,738)	(6,598)
Net cash provided by (used in) financing activities			704,702	38,886
Increase in cash and cash equivalents			27,074	10,939
Effect of foreign currency translation on cash and cash equivalents			69	(109)
Cash and cash equivalents at beginning of period			5,424	4,489
Cash and cash equivalents at end of period	32,567	15,319	32,567	15,319
Issuer & Subsidiary Guarantors
Cash flows from operating activities
Net income	82,134	83,254	253,484	169,772
Adjustment to reconcile net income to cash provided by operating activities:
Depreciation and amortization	62,460	54,600	179,219	138,381
Provision for impairment on real estate properties	17,275	1,743	58,508	14,641
Provision for uncollectible mortgages, notes and accounts receivable			705	292
Amortization of deferred financing and refinancing costs			8,919	13,381
Accretion of direct financing leases			(8,999)	(8,124)
Stock-based compensation			10,116	6,682
Gain on assets sold - net	(5,139)	2,391	(19,931)	(6,411)
Amortization of acquired in-place leases - net			(10,957)	(4,264)
Equity in earnings	(3,986)	(3,771)	(5,270)	(5,771)
Change in operating assets and liabilities - net of amounts assumed/acquired:
Accounts receivable - net			205	315
Straight-line rent receivables			(25,574)	(23,347)
Lease inducements			1,942	347
Effective yield receivable on mortgage notes			(209)	(3,159)
Other operating assets and liabilities			5,214	9,648
Net cash provided by operating activities			447,372	308,154
Cash flows from investing activities
Acquisition of real estate - net of liabilities assumed and escrows acquired			(833,390)	(110,806)
Cash acquired in merger				84,858
Investment in construction in progress			(44,113)	(145,276)
Investments in subsidiaries			(120,741)	(170,631)
Investment in direct financing leases			(1,079)	(6,793)
Placement of mortgage loans			(27,895)	(7,601)
Proceeds from sale of real estate investments			64,746	41,541
Capital improvements to real estate investments			(29,761)	(16,356)
Proceeds from other investments			47,901	37,428
Investments in other investments			(240,865)	(49,489)
Collection of mortgage principal			58,149	1,025
Net cash used in investing activities			(1,127,048)	(342,100)
Cash flows from financing activities
Proceeds from credit facility borrowings			1,134,000	1,704,000
Payments on credit facility borrowings			(1,141,000)	(1,239,000)
Receipts of other long-term borrowings			1,048,173	1,588,124
Payments of other long-term borrowings			(180,000)	(1,587,158)
Payments of financing related costs			(11,746)	(30,709)
Escrow deposit for other long-term borrowing				(614,998)
Receipts from dividend reinvestment plan			229,769	65,665
Payments for exercised options and restricted stock - net			(23,403)	(26,168)
Net proceeds from issuance of common stock				439,738
Dividends paid			(333,663)	(253,105)
Redemption of OP Units			(732)
Distributions to OP Unit holders			(15,738)	(6,598)
Net cash provided by (used in) financing activities			705,660	39,791
Increase in cash and cash equivalents			25,984	5,845
Cash and cash equivalents at beginning of period			1,592	4,489
Cash and cash equivalents at end of period	27,576	10,334	27,576	10,334
Non-Guarantor Subsidiaries
Cash flows from operating activities
Net income	3,986	3,771	5,270	5,771
Adjustment to reconcile net income to cash provided by operating activities:
Depreciation and amortization	5,856	5,543	17,035	11,528
Provision for impairment on real estate properties			218
Provision for uncollectible mortgages, notes and accounts receivable			3,262
Amortization of deferred financing and refinancing costs			38	16
Change in operating assets and liabilities - net of amounts assumed/acquired:
Accounts receivable - net			(2)
Straight-line rent receivables			(4,385)	(3,218)
Other operating assets and liabilities			(11,571)	553
Net cash provided by operating activities			9,865	14,650
Cash flows from investing activities
Acquisition of real estate - net of liabilities assumed and escrows acquired			(126,358)	(177,484)
Investments in subsidiaries				170,631
Capital improvements to real estate investments			(1,647)	(1,798)
Proceeds from other investments			1,581
Investments in other investments			(2,134)
Net cash used in investing activities			(128,558)	(8,651)
Cash flows from financing activities
Payments of other long-term borrowings			(934)	(905)
Payments of financing related costs			(24)
Contributions from affiliate			120,741
Net cash provided by (used in) financing activities			119,783	(905)
Increase in cash and cash equivalents			1,090	5,094
Effect of foreign currency translation on cash and cash equivalents			69	(109)
Cash and cash equivalents at beginning of period			3,832
Cash and cash equivalents at end of period	4,991	4,985	4,991	4,985
Elimination
Cash flows from operating activities
Net income	(3,986)	(3,771)	(5,270)	(5,771)
Adjustment to reconcile net income to cash provided by operating activities:
Equity in earnings	$ 3,986	$ 3,771	5,270	$ 5,771
Cash flows from investing activities
Investments in subsidiaries			120,741
Net cash used in investing activities			120,741
Cash flows from financing activities
Contributions from affiliate			(120,741)
Net cash provided by (used in) financing activities			$ (120,741)

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CONSOLIDATING FINANCIAL STATEMENTS (Narrative) (Detail) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
4.375% notes due 2023
Condensed Financial Statements, Captions [Line Items]
Interest rate	4.375%
5.875% notes due 2024
Condensed Financial Statements, Captions [Line Items]
Interest rate	5.875%
4.95% notes due 2024
Condensed Financial Statements, Captions [Line Items]
Interest rate	4.95%
4.50% notes due 2025
Condensed Financial Statements, Captions [Line Items]
Interest rate	4.50%
5.25% notes due 2026
Condensed Financial Statements, Captions [Line Items]
Interest rate	5.25%
4.50% notes due 2027
Condensed Financial Statements, Captions [Line Items]
Interest rate	4.50%
Unsecured borrowings | 4.375% notes due 2023
Condensed Financial Statements, Captions [Line Items]
Senior notes, principal amount	$ 700,000
Unsecured borrowings | 5.875% notes due 2024
Condensed Financial Statements, Captions [Line Items]
Senior notes, principal amount	400,000	$ 400,000
Unsecured borrowings | 4.95% notes due 2024
Condensed Financial Statements, Captions [Line Items]
Senior notes, principal amount	400,000	400,000
Unsecured borrowings | 4.50% notes due 2025
Condensed Financial Statements, Captions [Line Items]
Senior notes, principal amount	250,000	250,000
Unsecured borrowings | 5.25% notes due 2026
Condensed Financial Statements, Captions [Line Items]
Senior notes, principal amount	600,000	600,000
Unsecured borrowings | 4.50% notes due 2027
Condensed Financial Statements, Captions [Line Items]
Senior notes, principal amount	$ 700,000	$ 700,000