SUMMARIZED CONDENSED CONSOLIDATING INFORMATION | SUMMARIZED CONDENSED CONSOLIDATING INFORMATION In connection with the offerings of the Senior Notes by the Issuers, the Company and certain 100% owned subsidiaries of the Company (the “Guarantors”) have, jointly and severally, fully and unconditionally guaranteed the Senior Notes, subject to release under certain customary circumstances as described below. These guarantees are subordinated to all existing and future senior debt and senior guarantees of the Guarantors and are unsecured. The Company conducts all of its business through and derives virtually all of its income from its subsidiaries. Therefore, the Company’s ability to make required payments with respect to its indebtedness (including the Senior Notes) and other obligations depends on the financial results and condition of its subsidiaries and its ability to receive funds from its subsidiaries. A Guarantor will be automatically and unconditionally released from its obligations under the guarantees with respect to the Senior Notes in the event of: • Any sale of the subsidiary Guarantor or of all or substantially all of its assets; • A merger or consolidation of a subsidiary Guarantor with an issuer of the Senior Notes or another Guarantor, provided that the surviving entity remains a Guarantor; • A subsidiary Guarantor is declared “unrestricted” for covenant purposes under the Senior Notes Indentures; • The requirements for legal defeasance or covenant defeasance or to discharge the Senior Notes Indentures have been satisfied; • A liquidation or dissolution, to the extent permitted under the Senior Notes Indentures, of a subsidiary Guarantor; and • The release or discharge of the guaranty that resulted in the creation of the subsidiary guaranty, except a discharge or release by or as a result of payment under such guaranty. Pursuant to Rule 3-10 of Regulation S-X, the following summarized condensed consolidating information is provided for the Company (the “Parent Company”), the Issuers, the Guarantors, and the Company’s non-Guarantor subsidiaries with respect to the Senior Notes. This summarized financial information has been prepared from the books and records maintained by the Company, the Issuers, the Guarantors and the non-Guarantor subsidiaries. The summarized financial information may not necessarily be indicative of the results of operations or financial position had the Issuers, the Guarantors or non-Guarantor subsidiaries operated as independent entities. Sabra’s investments in its consolidated subsidiaries are presented based upon Sabra's proportionate share of each subsidiary's net assets. The Guarantor subsidiaries’ investments in the non-Guarantor subsidiaries and non-Guarantor subsidiaries’ investments in Guarantor subsidiaries are presented under the equity method of accounting. Intercompany activities between subsidiaries and the Parent Company are presented within operating activities on the condensed consolidating statement of cash flows. Condensed consolidating financial statements for the Company and its subsidiaries, including the Parent Company only, the Issuers, the combined Guarantor subsidiaries and the combined non-Guarantor subsidiaries, are as follows: CONDENSED CONSOLIDATING BALANCE SHEET September 30, 2016 (in thousands) (unaudited) Parent Company Issuers Combined Guarantor Subsidiaries Combined Non- Guarantor Subsidiaries Elimination Consolidated Assets Real estate investments, net of accumulated depreciation $ 156 $ — $ 1,781,095 $ 218,527 $ — $ 1,999,778 Loans receivable and other investments, net (400 ) — 97,167 — (2,301 ) 94,466 Cash and cash equivalents 14,258 — 2,487 2,929 — 19,674 Restricted cash — — 152 8,998 — 9,150 Prepaid expenses, deferred financing costs and other assets, net 403 12,372 95,296 11,399 (3,117 ) 116,353 Intercompany 407,320 669,338 — — (1,076,658 ) — Investment in subsidiaries 607,204 867,360 67,262 — (1,541,826 ) — Total assets $ 1,028,941 $ 1,549,070 $ 2,043,459 $ 241,853 $ (2,623,902 ) $ 2,239,421 Liabilities Mortgage notes, net $ — $ — $ — $ 162,130 $ — $ 162,130 Term loans, net — 243,540 94,101 — — 337,641 Senior unsecured notes, net — 687,607 — — — 687,607 Accounts payable and accrued liabilities 15,094 10,719 12,945 1,515 (2,117 ) 38,156 Intercompany — — 1,032,675 43,983 (1,076,658 ) — Total liabilities 15,094 941,866 1,139,721 207,628 (1,078,775 ) 1,225,534 Total Sabra Health Care REIT, Inc. stockholders' equity 1,013,847 607,204 903,738 34,185 (1,545,127 ) 1,013,847 Noncontrolling interests — — — 40 — 40 Total equity 1,013,847 607,204 903,738 34,225 (1,545,127 ) 1,013,887 Total liabilities and equity $ 1,028,941 $ 1,549,070 $ 2,043,459 $ 241,853 $ (2,623,902 ) $ 2,239,421 CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2015 (in thousands) Parent Company Issuers Combined Guarantor Subsidiaries Combined Non- Guarantor Subsidiaries Elimination Consolidated Assets Real estate investments, net of accumulated depreciation $ 48 $ — $ 1,816,813 $ 222,755 $ — $ 2,039,616 Loans receivable and other investments, net — — 302,282 — (2,105 ) 300,177 Cash and cash equivalents 2,548 — 1,008 3,878 — 7,434 Restricted cash — — 1,618 8,195 — 9,813 Prepaid expenses, deferred financing costs and other assets, net 2,047 13,384 89,590 9,522 (2,746 ) 111,797 Intercompany 489,763 918,209 — — (1,407,972 ) — Investment in subsidiaries 568,841 792,065 55,439 — (1,416,345 ) — Total assets $ 1,063,247 $ 1,723,658 $ 2,266,750 $ 244,350 $ (2,829,168 ) $ 2,468,837 Liabilities Mortgage notes, net $ — $ — $ — $ 174,846 $ — $ 174,846 Revolving credit facility — 255,000 — — — 255,000 Term loans, net — 200,000 64,229 — — 264,229 Senior unsecured notes, net — 685,704 — — — 685,704 Accounts payable and accrued liabilities 9,477 14,113 11,254 2,084 (1,746 ) 35,182 Intercompany — — 1,391,115 16,857 (1,407,972 ) — Total liabilities 9,477 1,154,817 1,466,598 193,787 (1,409,718 ) 1,414,961 Total Sabra Health Care REIT, Inc. stockholders' equity 1,053,770 568,841 800,152 50,457 (1,419,450 ) 1,053,770 Noncontrolling interests — — — 106 — 106 Total equity 1,053,770 568,841 800,152 50,563 (1,419,450 ) 1,053,876 Total liabilities and equity $ 1,063,247 $ 1,723,658 $ 2,266,750 $ 244,350 $ (2,829,168 ) $ 2,468,837 CONDENSED CONSOLIDATING STATEMENT OF INCOME For the Three Months Ended September 30, 2016 (dollars in thousands, except per share amounts) (unaudited) Parent Company Issuers Combined Guarantor Subsidiaries Combined Non-Guarantor Elimination Consolidated Revenues: Rental income $ — $ — $ 50,346 $ 6,726 $ (239 ) $ 56,833 Interest and other income 1 — 3,224 — (68 ) 3,157 Resident fees and services — — 1,411 526 — 1,937 Total revenues 1 — 54,981 7,252 (307 ) 61,927 Expenses: Depreciation and amortization 211 — 14,838 2,053 — 17,102 Interest — 13,215 778 1,801 — 15,794 Operating expenses — — 993 650 (239 ) 1,404 General and administrative 4,528 21 1,579 43 — 6,171 Provision for (recovery of) doubtful accounts and loan losses 566 — (26 ) — — 540 Total expenses 5,305 13,236 18,162 4,547 (239 ) 41,011 Other income (expense): Other income (loss) 2,636 400 (91 ) — — 2,945 Net loss on sales of real estate — — 1,451 — — 1,451 Total other income (expense) 2,636 400 1,360 — — 4,396 Income in subsidiary 28,073 40,909 2,742 — (71,724 ) — Net income 25,405 28,073 40,921 2,705 (71,792 ) 25,312 Net loss attributable to noncontrolling interests — — — 25 — 25 Net income attributable to Sabra Health Care REIT, Inc. 25,405 28,073 40,921 2,730 (71,792 ) 25,337 Preferred stock dividends (2,561 ) — — — — (2,561 ) Net income attributable to common stockholders $ 22,844 $ 28,073 $ 40,921 $ 2,730 $ (71,792 ) $ 22,776 Net loss attributable to common stockholders, per: Basic common share $ 0.35 Diluted common share $ 0.35 Weighted-average number of common shares outstanding, basic 65,312,288 Weighted-average number of common shares outstanding, diluted 65,591,428 CONDENSED CONSOLIDATING STATEMENT OF INCOME For the Three Months Ended September 30, 2015 (dollars in thousands, except per share amounts) (unaudited) Parent Company Issuers Combined Combined Non-Guarantor Elimination Consolidated Revenues: Rental income $ — $ — $ 47,760 $ 5,413 $ — $ 53,173 Interest and other income — 129 6,211 — (129 ) 6,211 Resident fees and services — — — 550 — 550 Total revenues — 129 53,971 5,963 (129 ) 59,934 Expenses: Depreciation and amortization 14 — 14,674 1,618 — 16,306 Interest — 13,211 676 1,418 (129 ) 15,176 Operating expenses — — — 444 — 444 General and administrative 2,759 18 731 39 — 3,547 Provision for doubtful accounts 113 — 2,376 — — 2,489 Total expenses 2,886 13,229 18,457 3,519 (129 ) 37,962 Other income (expense): Other income (expense) — 502 (602 ) — — (100 ) Net loss on sales of real estate — — (3,838 ) — — (3,838 ) Total other income (expense) — 502 (4,440 ) — — (3,938 ) Income in subsidiary 20,947 33,545 2,282 — (56,774 ) — Net income 18,061 20,947 33,356 2,444 (56,774 ) 18,034 Net loss attributable to noncontrolling interests — — — 27 — 27 Net income attributable to Sabra Health Care REIT, Inc. 18,061 20,947 33,356 2,471 (56,774 ) 18,061 Preferred stock dividends (2,561 ) — — — — (2,561 ) Net income attributable to common stockholders $ 15,500 $ 20,947 $ 33,356 $ 2,471 $ (56,774 ) $ 15,500 Net income attributable to common stockholders, per: Basic common share $ 0.24 Diluted common share $ 0.24 Weighted-average number of common shares outstanding, basic 65,160,290 Weighted-average number of common shares outstanding, diluted 65,398,175 CONDENSED CONSOLIDATING STATEMENT OF INCOME For the Nine Months Ended September 30, 2016 (dollars in thousands, except per share amounts) (unaudited) Parent Company Issuers Combined Combined Non-Guarantor Elimination Consolidated Revenues: Rental income $ — $ — $ 147,989 $ 20,169 $ (716 ) $ 167,442 Interest and other income 3 — 25,711 (25 ) (207 ) 25,482 Resident fees and services — — 4,169 1,642 — 5,811 Total revenues 3 — 177,869 21,786 (923 ) 198,735 Expenses: Depreciation and amortization 595 — 44,485 6,193 — 51,273 Interest — 41,238 2,372 5,529 — 49,139 Operating expenses — — 2,977 2,006 (727 ) 4,256 General and administrative 12,715 43 2,607 156 — 15,521 (Recovery of) provision for doubtful accounts and loan losses (89 ) — 3,375 — — 3,286 Impairment of real estate — — 29,811 — — 29,811 Total expenses 13,221 41,281 85,627 13,884 (727 ) 153,286 Other income (expense): Loss on extinguishment of debt — (468 ) (88 ) — — (556 ) Other income (expense) 4,732 916 (230 ) (73 ) — 5,345 Net loss on sales of real estate — — (3,203 ) — — (3,203 ) Total other income (expense) 4,732 448 (3,521 ) (73 ) — 1,586 Income in subsidiary 55,783 96,616 8,046 — (160,445 ) — Net income 47,297 55,783 96,767 7,829 (160,641 ) 47,035 Net loss attributable to noncontrolling interests — — — 66 — 66 Net income attributable to Sabra Health Care REIT, Inc. 47,297 55,783 96,767 7,895 (160,641 ) 47,101 Preferred stock dividends (7,682 ) — — — — (7,682 ) Net income attributable to common stockholders $ 39,615 $ 55,783 $ 96,767 $ 7,895 $ (160,641 ) $ 39,419 Net income attributable to common stockholders, per: Basic common share $ 0.60 Diluted common share $ 0.60 Weighted-average number of common shares outstanding, basic 65,285,591 Weighted-average number of common shares outstanding, diluted 65,470,589 CONDENSED CONSOLIDATING STATEMENT OF INCOME For the Nine Months Ended September 30, 2015 (dollars in thousands, except per share amounts) (unaudited) Parent Company Issuers Combined Combined Non-Guarantor Elimination Consolidated Revenues: Rental income $ — $ — $ 137,249 $ 15,325 $ — $ 152,574 Interest and other income 1 226 17,521 — (154 ) 17,594 Resident fees and services — — — 1,924 — 1,924 Total revenues 1 226 154,770 17,249 (154 ) 172,092 Expenses: Depreciation and amortization 41 — 40,357 4,555 — 44,953 Interest — 38,427 836 3,999 (154 ) 43,108 Operating expenses — — — 1,442 — 1,442 General and administrative 12,251 21 6,858 140 — 19,270 Provision for doubtful accounts and write-offs (488 ) — 7,093 — — 6,605 Total expenses 11,804 38,448 55,144 10,136 (154 ) 115,378 Other income (expense): Other income (expense) — 1,671 (1,971 ) — — (300 ) Net loss on sales of real estate — — (2,115 ) — — (2,115 ) Total other income (expense) — 1,671 (4,086 ) — — (2,415 ) Income in subsidiary 66,149 102,700 6,697 — (175,546 ) — Net income 54,346 66,149 102,237 7,113 (175,546 ) 54,299 Net loss attributable to noncontrolling interests — — — 47 — 47 Net income attributable to Sabra Health Care REIT, Inc. 54,346 66,149 102,237 7,160 (175,546 ) 54,346 Preferred stock dividends (7,682 ) — — — — (7,682 ) Net income attributable to common stockholders $ 46,664 $ 66,149 $ 102,237 $ 7,160 $ (175,546 ) $ 46,664 Net income attributable to common stockholders, per: Basic common share $ 0.76 Diluted common share $ 0.76 Weighted-average number of common shares outstanding, basic 61,244,991 Weighted-average number of common shares outstanding, diluted 61,468,603 CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME For the Three Months Ended September 30, 2016 (dollars in thousands, except per share amounts) (unaudited) Parent Company Issuers Combined Combined Non-Guarantor Elimination Consolidated Net income $ 25,405 $ 28,073 $ 40,921 $ 2,705 $ (71,792 ) $ 25,312 Other comprehensive income (loss): Foreign currency translation — 153 (514 ) (139 ) — (500 ) Unrealized loss on cash flow hedge — 398 — — — 398 Total other comprehensive income(loss) — 551 (514 ) (139 ) — (102 ) Comprehensive income 25,405 28,624 40,407 2,566 (71,792 ) 25,210 Comprehensive loss attributable to noncontrolling interest — — — 25 — 25 Comprehensive income attributable to Sabra Health Care REIT, Inc. $ 25,405 $ 28,624 $ 40,407 $ 2,591 $ (71,792 ) $ 25,235 CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME For the Three Months Ended September 30, 2015 (dollars in thousands, except per share amounts) (unaudited) Parent Company Issuers Combined Combined Non-Guarantor Elimination Consolidated Net income $ 18,061 $ 20,947 $ 33,356 $ 2,444 $ (56,774 ) $ 18,034 Other comprehensive income (loss): Foreign currency translation — 4,609 (2,765 ) (874 ) — 970 Unrealized loss on cash flow hedge — (1,781 ) — — — (1,781 ) Total other comprehensive income (loss) — 2,828 (2,765 ) (874 ) — (811 ) Comprehensive income 18,061 23,775 30,591 1,570 (56,774 ) 17,223 Comprehensive loss attributable to noncontrolling interest — — — 27 — 27 Comprehensive income attributable to Sabra Health Care REIT, Inc. $ 18,061 $ 23,775 $ 30,591 $ 1,597 $ (56,774 ) $ 17,250 CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME For the Nine Months Ended September 30, 2016 (dollars in thousands, except per share amounts) (unaudited) Parent Company Issuers Combined Combined Non-Guarantor Elimination Consolidated Net income $ 47,297 $ 55,783 $ 96,767 $ 7,829 $ (160,641 ) $ 47,035 Other comprehensive (loss) income: Foreign currency translation — (2,204 ) 1,148 307 — (749 ) Unrealized loss on cash flow hedge — (1,300 ) — — — (1,300 ) Total other comprehensive (loss) income — (3,504 ) 1,148 307 — (2,049 ) Comprehensive income 47,297 52,279 97,915 8,136 (160,641 ) 44,986 Comprehensive loss attributable to noncontrolling interest — — — 66 — 66 Comprehensive income attributable to Sabra Health Care REIT, Inc. $ 47,297 $ 52,279 $ 97,915 $ 8,202 $ (160,641 ) $ 45,052 CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME For the Nine Months Ended September 30, 2015 (dollars in thousands, except per share amounts) (unaudited) Parent Company Issuers Combined Combined Non-Guarantor Elimination Consolidated Net income $ 54,346 $ 66,149 $ 102,237 $ 7,113 $ (175,546 ) $ 54,299 Other comprehensive (loss) income: Foreign currency translation — 4,445 (3,091 ) (979 ) — 375 Unrealized loss on cash flow hedge — (4,470 ) — — — (4,470 ) Total other comprehensive loss — (25 ) (3,091 ) (979 ) — (4,095 ) Comprehensive income 54,346 66,124 99,146 6,134 (175,546 ) 50,204 Comprehensive loss attributable to noncontrolling interest — — — 47 — 47 Comprehensive income attributable to Sabra Health Care REIT, Inc. $ 54,346 $ 66,124 $ 99,146 $ 6,181 $ (175,546 ) $ 50,251 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Nine Months Ended September 30, 2016 (in thousands) (unaudited) Parent Company Issuers Combined Combined Non-Guarantor Elimination Consolidated Net cash provided by operating activities $ 113,886 $ — $ 555 $ 19,375 $ — $ 133,816 Cash flows from investing activities: Acquisitions of real estate — — (109,619 ) — — (109,619 ) Origination and fundings of loans receivable — — (9,478 ) — — (9,478 ) Origination and fundings of preferred equity investments — — (6,845 ) — — (6,845 ) Additions to real estate (124 ) — (400 ) (377 ) — (901 ) Repayment of loans receivable — — 214,947 — — 214,947 Investment in subsidiary (200 ) (200 ) — — 400 — Net proceeds from the sale of real estate — — 85,449 — — 85,449 Distribution from subsidiary 6,404 6,404 — — (12,808 ) — Intercompany financing (17,684 ) 197,638 — — (179,954 ) — Net cash (used in) provided by investing activities (11,604 ) 203,842 174,054 (377 ) (192,362 ) 173,553 Cash flows from financing activities: Net repayments from revolving credit facility — (255,000 ) — — — (255,000 ) Proceeds from term loan — 45,000 24,360 — — 69,360 Principal payments on mortgage notes — — — (13,756 ) — (13,756 ) Payments of deferred financing costs — (5,322 ) (611 ) — — (5,933 ) Issuance of common stock (1,289 ) — — — — (1,289 ) Dividends paid on common and preferred stock (89,283 ) — — — — (89,283 ) Contribution from parent — 200 — 200 (400 ) — Distribution to parent — (6,404 ) — (6,404 ) 12,808 — Intercompany financing — 17,684 (197,638 ) — 179,954 — Net cash used in financing activities (90,572 ) (203,842 ) (173,889 ) (19,960 ) 192,362 (295,901 ) Net increase (decrease) in cash and cash equivalents 11,710 — 720 (962 ) — 11,468 Effect of foreign currency translation on cash and cash equivalents — — 759 13 — 772 Cash and cash equivalents, beginning of period 2,548 — 1,008 3,878 — 7,434 Cash and cash equivalents, end of period $ 14,258 $ — $ 2,487 $ 2,929 $ — $ 19,674 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Nine Months Ended September 30, 2015 (in thousands) (unaudited) Parent Company Issuers Combined Combined Non-Guarantor Elimination Consolidated Net cash provided by operating activities $ 74,256 $ — $ 22 $ 4,837 $ — $ 79,115 Cash flows from investing activities: Acquisitions of real estate — — (375,324 ) (11,248 ) — (386,572 ) Origination and fundings of loans receivable — — (26,207 ) — — (26,207 ) Preferred equity investments — — (9,281 ) — — (9,281 ) Additions to real estate (11 ) — (1,100 ) (485 ) — (1,596 ) DIP Financing — — (3,302 ) — — (3,302 ) Repayment of loans receivable — — 3,285 — — 3,285 Release of contingent consideration held in escrow — — 5,240 — — 5,240 Investment in subsidiaries (414 ) (414 ) — — 828 — Net proceeds from the sale of real estate — — 15,752 — — 15,752 Distribution from subsidiaries 1,355 1,355 — — (2,710 ) — Intercompany financing (165,871 ) (301,642 ) — — 467,513 — Net cash used in investing activities (164,941 ) (300,701 ) (390,937 ) (11,733 ) 465,631 (402,681 ) Cash flows from financing activities: Net repayments from revolving credit facility — 136,000 — — — 136,000 Proceeds from term loan — — 73,242 — — 73,242 Proceeds from mortgage notes — — — 28,735 — 28,735 Principal payments on mortgage notes — — — (2,184 ) — (2,184 ) Payments of deferred financing costs — (229 ) (714 ) (371 ) — (1,314 ) Issuance of common stock 139,617 — — — — 139,617 Dividends paid on common and preferred stock (80,619 ) — — — — (80,619 ) Contribution from parent — 414 — 414 (828 ) — Distribution to parent — (1,355 ) — (1,355 ) 2,710 — Intercompany financing — 165,871 318,618 (16,976 ) (467,513 ) — Net cash provided by financing activities 58,998 300,701 391,146 8,263 (465,631 ) 293,477 Net (decrease) increase in cash and cash equivalents (31,687 ) — 231 1,367 — (30,089 ) Effect of foreign currency translation on cash and cash equivalents (203 ) — (20 ) (8 ) — (231 ) Cash and cash equivalents, beginning of period 58,799 — — 2,994 — 61,793 Cash and cash equivalents, end of period $ 26,909 $ — $ 211 $ 4,353 $ — $ 31,473 |