SUMMARIZED CONSOLIDATING INFORMATION

In connection with the offerings of the 2021 Notes and the 2023 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 2021 Notes and the 2023 Notes, subject to release under certain customary circumstances as described below. In connection with the assumption of the 2026 Notes as a result of the CCP Merger (see Note 3, “CCP Merger and Recent Real Estate Acquisitions”), the Company has fully and unconditionally guaranteed the 2026 Notes, subject to release under certain 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 2021 Notes and the 2023 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 2021 Notes or the 2023 Notes or another Guarantor, provided that the surviving entity remains a Guarantor;


•	A subsidiary Guarantor is declared “unrestricted” for covenant purposes under the indentures governing the 2021 Notes or the 2023 Notes;


•	The requirements for legal defeasance or covenant defeasance or to discharge the indentures governing the 2021 Notes or the 2023 Notes have been satisfied;


•	A liquidation or dissolution, to the extent permitted under the indentures governing the 2021 Notes or the 2023 Notes, of a subsidiary Guarantor; or


•	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.

The Company will be automatically and unconditionally released from its obligations under the guarantees with respect to the 2026 Notes in the event of:


•	A liquidation or dissolution, to the extent permitted under the indenture governing the 2026 Notes;


•	A merger or consolidation, provided that the surviving entity remains a Guarantor; or


•	The requirements for legal defeasance or covenant defeasance or to discharge the indenture governing the 2026 Notes have been satisfied.

Pursuant to Rule 3-10 of Regulation S-X, the following summarized consolidating information is provided for the Company (the “Parent Company”), the Operating Partnership, Sabra Capital Corporation, the Guarantors, and the Company’s non-Guarantor subsidiaries with respect to the 2021 Notes and the 2023 Notes. This summarized financial information has been prepared from the books and records maintained by the Company, the Operating Partnership, Sabra Capital Corporation, 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 Operating Partnership, Sabra Capital Corporation, 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 consolidating statement of cash flows.

Consolidating financial statements for the Company and its subsidiaries, including the Parent Company only, the Operating Partnership only, Sabra Capital Corporation only, the combined Guarantor subsidiaries and the combined non-Guarantor subsidiaries, are as follows:

CONSOLIDATING BALANCE SHEET

December 31, 2017

(in thousands, except share and per share amounts)



						Combined Non-Guarantor Subsidiaries of 2026 Notes⁽⁶⁾
	Parent Company⁽¹⁾			Operating Partnership⁽²⁾		Sabra Capital Corporation⁽³⁾		Combined Guarantor Subsidiaries of 2021 Notes and 2023 Notes⁽⁴⁾		Combined Non- Guarantor Subsidiaries of 2021 Notes and 2023 Notes⁽⁵⁾		Elimination			Consolidated
Assets
Real estate investments, net of accumulated depreciation	$	324		$	—	$	—	$	1,756,933	$	4,237,175	$	—		$	5,994,432
Loans receivable and other investments, net	(97		)	—		—		55,297		59,190		—			114,390
Cash and cash equivalents	511,670			—		—		449		6,513		—			518,632
Restricted cash	—			—		—		36,910		31,907		—			68,817
Lease intangible assets, net	—			—		—		17,577		149,542		—			167,119
Accounts receivable, prepaid expenses and other assets, net	3,499			36,073		—		80,739		53,765		(5,189		)	168,887
Intercompany	2,043,402			2,721,979		—		—		—		(4,765,381		)	—
Investment in subsidiaries	890,462			1,198,305		—		14,661		—		(2,103,428		)	—
Total assets	$	3,449,260		$	3,956,357	$	—	$	1,962,566	$	4,538,092	$	(6,873,998	)	$	7,032,277
Liabilities
Secured debt, net	$	—		$	—	$	—	$	—	$	256,430	$	—		$	256,430
Revolving credit facility	—			641,000		—		—		—		—			641,000
Term loans, net	—			1,092,397		—		98,377		—		—			1,190,774
Senior unsecured notes, net	—			1,306,286		—		—		—		—			1,306,286
Accounts payable and accrued liabilities	16,453			26,212		—		3,560		61,487		(5,189		)	102,523
Lease intangible liabilities, net	—			—		—		—		98,015		—			98,015
Intercompany	—			—		—		785,120		3,980,261		(4,765,381		)	—
Total liabilities	16,453			3,065,895		—		887,057		4,396,193		(4,770,570		)	3,595,028
Total Sabra Health Care REIT, Inc. stockholders’ equity	3,432,807			890,462		—		1,075,509		137,457		(2,103,428		)	3,432,807
Noncontrolling interests	—			—		—		—		4,442		—			4,442
Total equity	3,432,807			890,462		—		1,075,509		141,899		(2,103,428		)	3,437,249
Total liabilities and equity	$	3,449,260		$	3,956,357	$	—	$	1,962,566	$	4,538,092	$	(6,873,998	)	$	7,032,277


⁽¹⁾	The Parent Company guarantees the 2021 Notes, the 2023 Notes and the 2026 Notes.


⁽²⁾	The Operating Partnership is the co-issuer of the 2021 Notes and the 2023 Notes and the issuer of the 2026 Notes.


⁽³⁾	Sabra Capital Corporation is the co-issuer of the 2021 Notes and the 2023 Notes.


⁽⁴⁾	The Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2021 Notes and the 2023 Notes.


⁽⁵⁾	The Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes consist of the subsidiaries that do not guarantee the 2021 Notes and the 2023 Notes.


⁽⁶⁾	None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2026 Notes.

CONSOLIDATING BALANCE SHEET

December 31, 2016

(in thousands, except share and per share amounts)



						Combined Non-Guarantor Subsidiaries of 2026 Notes⁽⁶⁾
	Parent Company⁽¹⁾			Operating Partnership⁽²⁾		Sabra Capital Corporation⁽³⁾		Combined Guarantor Subsidiaries of 2021 Notes and 2023 Notes⁽⁴⁾		Combined Non- Guarantor Subsidiaries of 2021 Notes and 2023 Notes⁽⁵⁾		Elimination			Consolidated
Assets
Real estate investments, net of accumulated depreciation	$	150		$	—	$	—	$	1,860,850	$	148,939	$	—		$	2,009,939
Loans receivable and other investments, net	(410		)	—		—		96,446		—		—			96,036
Cash and cash equivalents	18,168			—		—		2,675		4,820		—			25,663
Restricted cash	—			—		—		57		8,945		—			9,002
Lease intangible assets, net	—			—		—		25,489		761		—			26,250
Accounts receivable, prepaid expenses and other assets, net	2,859			18,023		—		70,812		9,244		(1,909		)	99,029
Intercompany	368,281			687,493		—		—		25,125		(1,080,899		)	—
Investment in subsidiaries	640,238			907,136		—		12,364		—		(1,559,738		)	—
Total assets	$	1,029,286		$	1,612,652	$	—	$	2,068,693	$	197,834	$	(2,642,546	)	$	2,265,919
Liabilities
Secured debt, net	$	—		$	—	$	—	$	—	$	160,752	$	—		$	160,752
Revolving credit facility	—			26,000		—		—		—		—			26,000
Term loans, net	—			243,626		—		92,047		—		—			335,673
Senior unsecured notes, net	—			688,246		—		—		—		—			688,246
Accounts payable and accrued liabilities	13,712			14,542		—		11,606		1,688		(1,909		)	39,639
Intercompany	—			—		—		1,080,899		—		(1,080,899		)	—
Total liabilities	13,712			972,414		—		1,184,552		162,440		(1,082,808		)	1,250,310
Total Sabra Health Care REIT, Inc. stockholders’ equity	1,015,574			640,238		—		884,141		35,359		(1,559,738		)	1,015,574
Noncontrolling interests	—			—		—		—		35		—			35
Total equity	1,015,574			640,238		—		884,141		35,394		(1,559,738		)	1,015,609
Total liabilities and equity	$	1,029,286		$	1,612,652	$	—	$	2,068,693	$	197,834	$	(2,642,546	)	$	2,265,919


⁽¹⁾	The Parent Company guarantees the 2021 Notes, the 2023 Notes and the 2026 Notes.


⁽²⁾	The Operating Partnership is the co-issuer of the 2021 Notes and the 2023 Notes and the issuer of the 2026 Notes.


⁽³⁾	Sabra Capital Corporation is the co-issuer of the 2021 Notes and the 2023 Notes.


⁽⁴⁾	The Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2021 Notes and the 2023 Notes.


⁽⁵⁾	The Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes consist of the subsidiaries that do not guarantee the 2021 Notes and the 2023 Notes.


⁽⁶⁾	None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2026 Notes.

CONSOLIDATING STATEMENT OF INCOME

For the Year Ended December 31, 2017

(in thousands, except share and per share amounts)



							Combined Non-Guarantor Subsidiaries of 2026 Notes⁽⁶⁾
	Parent Company⁽¹⁾			Operating Partnership⁽²⁾			Sabra Capital Corporation⁽³⁾		Combined Guarantor Subsidiaries of 2021 Notes and 2023 Notes⁽⁴⁾			Combined Non- Guarantor Subsidiaries of 2021 Notes and 2023 Notes⁽⁵⁾			Elimination			Consolidated
Revenues:
Rental income	$	—		$	—		$	—	$	213,162		$	158,542		$	(7,513	)	$	364,191
Interest and other income	39			143			—		9,098			5,907			(161		)	15,026
Resident fees and services	—			—			—		—			26,430			—			26,430
Total revenues	39			143			—		222,260			190,879			(7,674		)	405,647
Expenses:
Depreciation and amortization	867			—			—		67,723			45,292			—			113,882
Interest	—			77,767			—		2,989			7,827			(143		)	88,440
Operating expenses	—			—			—		—			25,391			(7,531		)	17,860
General and administrative	24,810			65			—		3,854			3,672			—			32,401
Merger and acquisition costs	30,208			—			—		47			—			—			30,255
Provision for doubtful accounts and loan losses	227			—			—		16,886			—			—			17,113
Impairment of real estate	—			—			—		1,326			—			—			1,326
Total expenses	56,112			77,832			—		92,825			82,182			(7,674		)	301,277
Other income (expense):
Loss on extinguishment of debt	—			(422		)	—		(131		)	—			—			(553		)
Other income (expense)	2,634			1,130			—		(617		)	23			—			3,170
Net (loss) gain on sales of real estate	—			—			—		54,627			(2,598		)	—			52,029
Total other income (expense)	2,634			708			—		53,879			(2,575		)	—			54,646

Income in subsidiary	212,432			289,414			—		7,199			—			(509,045		)	—
Income before income tax expense	158,993			212,433			—		190,513			106,122			(509,045		)	159,016
Income tax (expense) recovery	(610		)	(1		)	—		(139		)	99			—			(651		)
Net income	158,383			212,432			—		190,374			106,221			(509,045		)	158,365
Net loss attributable to noncontrolling interests	—			—			—		—			18			—			18
Net income attributable to Sabra Health Care REIT, Inc.	158,383			212,432			—		190,374			106,239			(509,045		)	158,383
Preferred stock dividends	(10,242		)	—			—		—			—			—			(10,242		)
Net income attributable to common stockholders	$	148,141		$	212,432		$	—	$	190,374		$	106,239		$	(509,045	)	$	148,141

Net income attributable to common stockholders, per:
Basic common share																		$	1.40
Diluted common share																		$	1.40
Weighted-average number of common shares outstanding, basic																		105,621,242
Weighted-average number of common shares outstanding, diluted																		105,842,434


⁽¹⁾	The Parent Company guarantees the 2021 Notes, the 2023 Notes and the 2026 Notes.


⁽²⁾	The Operating Partnership is the co-issuer of the 2021 Notes and the 2023 Notes and the issuer of the 2026 Notes.


⁽³⁾	Sabra Capital Corporation is the co-issuer of the 2021 Notes and the 2023 Notes.


⁽⁴⁾	The Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2021 Notes and the 2023 Notes.


⁽⁵⁾	The Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes consist of the subsidiaries that do not guarantee the 2021 Notes and the 2023 Notes.


⁽⁶⁾	None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2026 Notes.

CONSOLIDATING STATEMENT OF INCOME

For the Year Ended December 31, 2016

(in thousands, except share and per share amounts)



							Combined Non-Guarantor Subsidiaries of 2026 Notes⁽⁶⁾
	Parent Company⁽¹⁾			Operating Partnership⁽²⁾			Sabra Capital Corporation⁽³⁾		Combined Guarantor Subsidiaries of 2021 Notes and 2023 Notes⁽⁴⁾			Combined Non- Guarantor Subsidiaries of 2021 Notes and 2023 Notes⁽⁵⁾			Elimination			Consolidated
Revenues:
Rental income	$	—		$	—		$	—	$	206,897		$	20,706		$	(2,328	)	$	225,275
Interest and other income	3			—			—		27,712			1			(253		)	27,463
Resident fees and services	—			—			—		—			7,788			—			7,788
Total revenues	3			—			—		234,609			28,495			(2,581		)	260,526
Expenses:
Depreciation and amortization	816			—			—		61,371			6,285			—			68,472
Interest	—			54,589			—		3,497			6,787			—			64,873
Operating expenses	—			—			—		—			8,066			(2,363		)	5,703
General and administrative	15,798			56			—		1,652			166			—			17,672
Merger and acquisition costs	(7		)	—			—		1,204			—			—			1,197
Provision for doubtful accounts and loan losses	(1,376		)	—			—		6,498			421			—			5,543
Impairment of real estate	—			—			—		29,811			—			—			29,811
Total expenses	15,231			54,645			—		104,033			21,725			(2,363		)	193,271
Other income (expense):
Loss on extinguishment of debt	—			(468		)	—		(88		)	—			—			(556		)
Other income (expense)	7,366			(196		)	—		3,507			—			—			10,677
Net loss on sales of real estate	—			—			—		(6,143		)	21			—			(6,122		)
Total other income (expense)	7,366			(664		)	—		(2,724		)	21			—			3,999

Income in subsidiary	78,783			134,093			—		6,840			—			(219,716		)	—
Income before income tax expense	70,921			78,784			—		134,692			6,791			(219,934		)	71,254
Income tax expense	(427		)	(1		)	—		(538		)	(83		)	—			(1,049		)
Net income	70,494			78,783			—		134,154			6,708			(219,934		)	70,205
Net loss attributable to noncontrolling interests	—			—			—		—			71			—			71
Net income attributable to Sabra Health Care REIT, Inc.	70,494			78,783			—		134,154			6,779			(219,934		)	70,276
Preferred stock dividends	(10,242		)	—			—		—			—			—			(10,242		)
Net income attributable to common stockholders	$	60,252		$	78,783		$	—	$	134,154		$	6,779		$	(219,934	)	$	60,034

Net income attributable to common stockholders, per:
Basic common share																		$	0.92
Diluted common share																		$	0.92
Weighted-average number of common shares outstanding, basic																		65,284,251
Weighted-average number of common shares outstanding, diluted																		65,520,672


⁽¹⁾	The Parent Company guarantees the 2021 Notes, the 2023 Notes and the 2026 Notes.


⁽²⁾	The Operating Partnership is the co-issuer of the 2021 Notes and the 2023 Notes and the issuer of the 2026 Notes.


⁽³⁾	Sabra Capital Corporation is the co-issuer of the 2021 Notes and the 2023 Notes.


⁽⁴⁾	The Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2021 Notes and the 2023 Notes.


⁽⁵⁾	The Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes consist of the subsidiaries that do not guarantee the 2021 Notes and the 2023 Notes.


⁽⁶⁾	None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2026 Notes.

CONSOLIDATING STATEMENT OF INCOME

For the Year Ended December 31, 2015

(in thousands, except share and per share amounts)



							Combined Non-Guarantor Subsidiaries of 2026 Notes⁽⁶⁾
	Parent Company⁽¹⁾			Operating Partnership⁽²⁾			Sabra Capital Corporation⁽³⁾		Combined Guarantor Subsidiaries of 2021 Notes and 2023 Notes⁽⁴⁾			Combined Non- Guarantor Subsidiaries of 2021 Notes and 2023 Notes⁽⁵⁾			Elimination			Consolidated
Revenues:
Rental income	$	—		$	—		$	—	$	190,582		$	20,470		$	(1,201	)	$	209,851
Interest and other income	2			334			—		25,472			1			(304		)	25,505
Resident fee and services	—			—			—		—			3,508			—			3,508
Total revenues	2			334			—		216,054			23,979			(1,505		)	238,864
Expenses:
Depreciation and amortization	47			—			—		57,141			5,891			—			63,079
Interest	—			52,208			—		1,553			5,718			(261		)	59,218
Operating expenses	—			—			—		—			3,789			(1,213		)	2,576
General and administrative	14,485			29			—		1,411			168			—			16,093
Merger and acquisition costs	(14		)	—			—		6,868			169			—			7,023
Provision for doubtful accounts and write-offs	1,291			—			—		11,551			—			—			12,842
Total expenses	15,809			52,237			—		78,524			15,735			(1,474		)	160,831
Other income (expense):
Other income	—			1,651			—		609			—			—			2,260
Gain on sale of real estate	—			—			—		(161		)	—			—			(161		)
Total other income (expense)	—			1,651			—		448			—			—			2,099

Income in subsidiary	95,690			145,943			—		8,368			—			(250,001		)	—
Income before income tax expense	79,883			95,691			—		146,346			8,244			(250,032		)	80,132
Income tax expense	(439		)	(1		)	—		(284		)	(25		)	—			(749		)
Net income	79,444			95,690			—		146,062			8,219			(250,032		)	79,383
Net loss attributable to noncontrolling interests	—			—			—		—			30			—			30
Net income attributable to Sabra Health Care REIT, Inc.	79,444			95,690			—		146,062			8,249			(250,032		)	79,413
Preferred stock dividends	(10,242		)	—			—		—			—			—			(10,242		)
Net income attributable to common stockholders	$	69,202		$	95,690		$	—	$	146,062		$	8,249		$	(250,032	)	$	69,171

Net income attributable to common stockholders, per:
Basic common share																		$	1.11
Diluted common share																		$	1.11
Weighted-average number of common shares outstanding, basic																		62,235,014
Weighted-average number of common shares outstanding, diluted																		62,460,239


⁽¹⁾	The Parent Company guarantees the 2021 Notes, the 2023 Notes and the 2026 Notes.


⁽²⁾	The Operating Partnership is the co-issuer of the 2021 Notes and the 2023 Notes and the issuer of the 2026 Notes.


⁽³⁾	Sabra Capital Corporation is the co-issuer of the 2021 Notes and the 2023 Notes.


⁽⁴⁾	The Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2021 Notes and the 2023 Notes.


⁽⁵⁾	The Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes consist of the subsidiaries that do not guarantee the 2021 Notes and the 2023 Notes.


⁽⁶⁾	None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2026 Notes.

CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

For the Year Ended December 31, 2017

(in thousands)



						Combined Non-Guarantor Subsidiaries of 2026 Notes⁽⁶⁾
	Parent Company⁽¹⁾		Operating Partnership⁽²⁾			Sabra Capital Corporation⁽³⁾		Combined Guarantor Subsidiaries of 2021 Notes and 2023 Notes⁽⁴⁾			Combined Non- Guarantor Subsidiaries of 2021 Notes and 2023 Notes⁽⁵⁾		Elimination			Consolidated
Net income	$	158,383	$	212,432		$	—	$	190,374		$	106,221	$	(509,045	)	$	158,365
Other comprehensive income (loss):
Unrealized gain (loss), net of tax:
Foreign currency translation (loss) gain	—		(2,821		)	—		2,233			742		—			154
Unrealized gain (loss) on cash flow hedge	—		13,078			—		(145		)	—		—			12,933
Total other comprehensive income	—		10,257			—		2,088			742		—			13,087
Comprehensive income	158,383		222,689			—		192,462			106,963		(509,045		)	171,452
Comprehensive loss attributable to noncontrolling interests	—		—			—		—			18		—			18
Comprehensive income attributable to Sabra Health Care REIT, Inc.	$	158,383	$	222,689		$	—	$	192,462		$	106,981	$	(509,045	)	$	171,470


⁽¹⁾	The Parent Company guarantees the 2021 Notes, the 2023 Notes and the 2026 Notes.


⁽²⁾	The Operating Partnership is the co-issuer of the 2021 Notes and the 2023 Notes and the issuer of the 2026 Notes.


⁽³⁾	Sabra Capital Corporation is the co-issuer of the 2021 Notes and the 2023 Notes.


⁽⁴⁾	The Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2021 Notes and the 2023 Notes.


⁽⁵⁾	The Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes consist of the subsidiaries that do not guarantee the 2021 Notes and the 2023 Notes.


⁽⁶⁾	None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2026 Notes.

CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

For the Year Ended December 31, 2016

(in thousands)



						Combined Non-Guarantor Subsidiaries of 2026 Notes⁽⁶⁾
	Parent Company⁽¹⁾		Operating Partnership⁽²⁾			Sabra Capital Corporation⁽³⁾		Combined Guarantor Subsidiaries of 2021 Notes and 2023 Notes⁽⁴⁾		Combined Non- Guarantor Subsidiaries of 2021 Notes and 2023 Notes⁽⁵⁾		Elimination			Consolidated
Net income	$	70,494	$	78,783		$	—	$	134,154	$	6,708	$	(219,934	)	$	70,205
Other comprehensive income (loss):
Unrealized gain (loss), net of tax:
Foreign currency translation gain (loss)	—		(2,080		)	—		364		82		—			(1,634		)
Unrealized gain (loss) on cash flow hedge	—		7,169			—		—		—		—			7,169
Total other comprehensive income (loss)	—		5,089			—		364		82		—			5,535
Comprehensive income	70,494		83,872			—		134,518		6,790		(219,934		)	75,740
Comprehensive loss attributable to noncontrolling interests	—		—			—		—		71		—			71
Comprehensive income attributable to Sabra Health Care REIT, Inc.	$	70,494	$	83,872		$	—	$	134,518	$	6,861	$	(219,934	)	$	75,811


⁽¹⁾	The Parent Company guarantees the 2021 Notes, the 2023 Notes and the 2026 Notes.


⁽²⁾	The Operating Partnership is the co-issuer of the 2021 Notes and the 2023 Notes and the issuer of the 2026 Notes.


⁽³⁾	Sabra Capital Corporation is the co-issuer of the 2021 Notes and the 2023 Notes.


⁽⁴⁾	The Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2021 Notes and the 2023 Notes.


⁽⁵⁾	The Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes consist of the subsidiaries that do not guarantee the 2021 Notes and the 2023 Notes.


⁽⁶⁾	None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2026 Notes.

CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

For the Year Ended December 31, 2015

(in thousands)



						Combined Non-Guarantor Subsidiaries of 2026 Notes⁽⁶⁾
	Parent Company⁽¹⁾		Operating Partnership⁽²⁾			Sabra Capital Corporation⁽³⁾		Combined Guarantor Subsidiaries of 2021 Notes and 2023 Notes⁽⁴⁾			Combined Non- Guarantor Subsidiaries of 2021 Notes and 2023 Notes⁽⁵⁾			Elimination			Consolidated
Net income	$	79,444	$	95,690		$	—	$	146,062		$	8,219		$	(250,032	)	$	79,383
Other comprehensive income (loss):
Unrealized gain (loss), net of tax:
Foreign currency translation gain (loss)	—		5,542			—		(5,507		)	(1,468		)	—			(1,433		)
Unrealized gain (loss) on cash flow hedges	—		(4,358		)	—		—			—			—			(4,358		)
Total other comprehensive income (loss)	—		1,184			—		(5,507		)	(1,468		)	—			(5,791		)
Comprehensive income	79,444		96,874			—		140,555			6,751			(250,032		)	73,592
Comprehensive loss attributable to noncontrolling interests	—		—			—		—			30			—			30
Comprehensive income attributable to Sabra Health Care REIT, Inc.	$	79,444	$	96,874		$	—	$	140,555		$	6,781		$	(250,032	)	$	73,622


⁽¹⁾	The Parent Company guarantees the 2021 Notes, the 2023 Notes and the 2026 Notes.


⁽²⁾	The Operating Partnership is the co-issuer of the 2021 Notes and the 2023 Notes and the issuer of the 2026 Notes.


⁽³⁾	Sabra Capital Corporation is the co-issuer of the 2021 Notes and the 2023 Notes.


⁽⁴⁾	The Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2021 Notes and the 2023 Notes.


⁽⁵⁾	The Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes consist of the subsidiaries that do not guarantee the 2021 Notes and the 2023 Notes.


⁽⁶⁾	None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2026 Notes.

CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2017

(in thousands)



							Combined Non-Guarantor Subsidiaries of 2026 Notes⁽⁶⁾
	Parent Company⁽¹⁾			Operating Partnership⁽²⁾			Sabra Capital Corporation⁽³⁾		Combined Guarantor Subsidiaries of 2021 Notes and 2023 Notes⁽⁴⁾			Combined Non- Guarantor Subsidiaries of 2021 Notes and 2023 Notes⁽⁵⁾			Elimination			Consolidated
Net cash provided by operating activities	$	59,640		$	—		$	—	$	61,744		$	12,102		$	—		$	133,486
Cash flows from investing activities:
Acquisition of real estate	—			—			—		(419,905		)	—			—			(419,905		)
Cash received in CCP Merger	77,859			—			—		—			—			—			77,859
Origination and fundings of loans receivable	—			—			—		(1,799		)	(15,440		)	—			(17,239		)
Origination and fundings of preferred equity investments	—			—			—		(2,749		)	—			—			(2,749		)
Additions to real estate	(181		)	—			—		(2,339		)	(4,434		)	—			(6,954		)
Repayment of loans receivable	—			—			—		12,441			19,989			—			32,430
Repayment of preferred equity investments	—			—			—		3,755			—			—			3,755
Net proceeds from sale of real estate	—			—			—		92,337			394			—			92,731
Distribution from subsidiaries	2,474			2,474			—		—			—			(4,948		)	—
Intercompany financing	168,999			(249,664		)	—		—			—			80,665			—
Net cash provided by (used in) investing activities	249,151			(247,190		)	—		(318,259		)	509			75,717			(240,072		)
Cash flows from financing activities:
Net repayments of revolving credit facility	—			253,000			—		—			—			—			253,000
Proceeds from term loans	—			181,000			—		—			—			—			181,000
Principal payments on secured debt	—			—			—		—			(4,145		)	—			(4,145		)
Payments of deferred financing costs	—			(15,337		)	—		—			—			—			(15,337		)
Payment of contingent consideration	—			—			—		(382		)	—			—			(382		)
Distribution to noncontrolling interest	—			—			—		—			(30		)	—			(30		)
Issuance of preferred stock	—			—			—		—			—			—			—
Issuance of common stock, net	366,800			—			—		—			—			—			366,800
Dividends paid on common and preferred stock	(182,089		)	—			—		—			—			—			(182,089		)
Distribution to parent	—			(2,474		)	—		—			(2,474		)	4,948			—
Intercompany financing	—			(168,999		)	—		254,608			(4,944		)	(80,665		)	—
Net cash provided by (used in) financing activities	184,711			247,190			—		254,226			(11,593		)	(75,717		)	598,817
Net increase (decrease) in cash and cash equivalents	493,502			—			—		(2,289		)	1,018			—			492,231
Effect of foreign currency translation on cash and cash equivalents	—			—			—		63			675			—			738
Cash and cash equivalents, beginning of period	18,168			—			—		2,675			4,820			—			25,663
Cash and cash equivalents, end of period	$	511,670		$	—		$	—	$	449		$	6,513		$	—		$	518,632


⁽¹⁾	The Parent Company guarantees the 2021 Notes, the 2023 Notes and the 2026 Notes.


⁽²⁾	The Operating Partnership is the co-issuer of the 2021 Notes and the 2023 Notes and the issuer of the 2026 Notes.


⁽³⁾	Sabra Capital Corporation is the co-issuer of the 2021 Notes and the 2023 Notes.


⁽⁴⁾	The Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2021 Notes and the 2023 Notes.


⁽⁵⁾	The Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes consist of the subsidiaries that do not guarantee the 2021 Notes and the 2023 Notes.


⁽⁶⁾	None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2026 Notes.

CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2016

(in thousands)



							Combined Non-Guarantor Subsidiaries of 2026 Notes⁽⁶⁾
	Parent Company⁽¹⁾			Operating Partnership⁽²⁾			Sabra Capital Corporation⁽³⁾		Combined Guarantor Subsidiaries of 2021 Notes and 2023 Notes⁽⁴⁾			Combined Non- Guarantor Subsidiaries of 2021 Notes and 2023 Notes⁽⁵⁾			Elimination			Consolidated
Net cash provided by operating activities	$	153,577		$	—		$	—	$	12,074		$	11,088		$	—		$	176,739
Cash flows from investing activities:
Acquisition of real estate	—			—			—		(153,579		)	—			—			(153,579		)
Origination and fundings of loans receivable	—			—			—		(9,675		)	—			—			(9,675		)
Origination and fundings of preferred equity investments	—			—			—		(7,348		)	—			—			(7,348		)
Additions to real estate	(124		)	—			—		(502		)	(377		)	—			(1,003		)
Repayment of loans receivable	—			—			—		215,962			—			—			215,962
Net proceeds from sale of real estate	—			—			—		97,407			599			—			98,006
Investment in subsidiaries	(200		)	(200		)	—		—			—			400			—
Distribution from subsidiaries	6,404			6,404			—		—			—			(12,808		)	—
Intercompany financing	(23,484		)	165,842			—		—			—			(142,358		)	—
Net cash (used in) provided by investing activities	(17,404		)	172,046			—		142,265			222			(154,766		)	142,363
Cash flows from financing activities:
Net repayments of revolving credit facility	—			(229,000		)	—		—			—			—			(229,000		)
Proceeds from term loans	—			45,000			—		24,360			—			—			69,360
Principal payments on secured debt	—			—			—		(10,766		)	(4,002		)	—			(14,768		)
Payments of deferred financing costs	—			(5,326		)	—		(611		)	—			—			(5,937		)
Issuance of common stock, net	(1,289		)	—			—		—			—			—			(1,289		)
Dividends paid on common and preferred stock	(119,264		)	—			—		—			—			—			(119,264		)
Contribution from parent	—			200			—		—			200			(400		)	—
Distribution to parent	—			(6,404		)	—		—			(6,404		)	12,808			—
Intercompany financing	—			23,484			—		(165,175		)	(667		)	142,358			—
Net cash (used in) provided by financing activities	(120,553		)	(172,046		)	—		(152,192		)	(10,873		)	154,766			(300,898		)
Net increase in cash and cash equivalents	15,620			—			—		2,147			437			—			18,204
Effect of foreign currency translation on cash and cash equivalents	—			—			—		72			(47		)	—			25
Cash and cash equivalents, beginning of period	2,548			—			—		456			4,430			—			7,434
Cash and cash equivalents, end of period	$	18,168		$	—		$	—	$	2,675		$	4,820		$	—		$	25,663


⁽¹⁾	The Parent Company guarantees the 2021 Notes, the 2023 Notes and the 2026 Notes.


⁽²⁾	The Operating Partnership is the co-issuer of the 2021 Notes and the 2023 Notes and the issuer of the 2026 Notes.


⁽³⁾	Sabra Capital Corporation is the co-issuer of the 2021 Notes and the 2023 Notes.


⁽⁴⁾	The Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2021 Notes and the 2023 Notes.


⁽⁵⁾	The Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes consist of the subsidiaries that do not guarantee the 2021 Notes and the 2023 Notes.


⁽⁶⁾	None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2026 Notes.

CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2015

(in thousands)



							Combined Non-Guarantor Subsidiaries of 2026 Notes⁽⁶⁾
	Parent Company⁽¹⁾			Operating Partnership⁽²⁾			Sabra Capital Corporation⁽³⁾		Combined Guarantor Subsidiaries of 2021 Notes and 2023 Notes⁽⁴⁾			Combined Non- Guarantor Subsidiaries of 2021 Notes and 2023 Notes⁽⁵⁾			Elimination			Consolidated
Net cash provided by operating activities	$	112,291		$	—		$	—	$	820		$	7,990		$	—		$	121,101
Cash flows from investing activities:
Acquisition of real estate	—			—			—		(450,082		)	(11,248		)	—			(461,330		)
Origination and fundings of loans receivable	—			—			—		(49,687		)	—			—			(49,687		)
Origination and fundings of preferred equity investments	—			—			—		(12,804		)	—			—			(12,804		)
Additions to real estate	(34		)	—			—		(1,286		)	(2,369		)	—			(3,689		)
Repayment of loans receivable	—			—			—		5,803			—			—			5,803
Release of contingent consideration held in escrow	—			—			—		5,240			—			—			5,240
Net proceeds from the sale of real estate	—			—			—		27,241			—			—			27,241
Investment in subsidiaries	(414		)	(414		)	—		—			—			828			—
Distribution from subsidiaries	3,515			3,515			—		—			—			(7,030		)	—
Intercompany financing	(200,884		)	(387,652		)	—		—			—			588,536			—
Net cash (used in) provided by investing activities	(197,817		)	(384,551		)	—		(475,575		)	(13,617		)	582,334			(489,226		)
Cash flows from financing activities:
Net proceeds from revolving credit facility	—			187,000			—		—			—			—			187,000
Proceeds from term loans	—			—			—		73,242			—			—			73,242
Proceeds from secured debt	—			—			—		—			28,735			—			28,735
Principal payments on secured debt	—			—			—		—			(3,132		)	—			(3,132		)
Payments of deferred financing costs	—			(232		)	—		(740		)	(480		)	—			(1,452		)
Contributions by noncontrolling interests	—			—			—		—			179			—			179
Issuance of common stock, net	139,403			—			—		—			—			—			139,403
Dividends paid on common and preferred stock	(109,897		)	—			—		—			—			—			(109,897		)
Contribution from parent	—			414			—		—			414			(828		)	—
Distribution to parent	—			(3,515		)	—		—			(3,515		)	7,030			—
Intercompany financing	—			200,884			—		402,745			(15,093		)	(588,536		)	—
Net cash provided by (used in) financing activities	29,506			384,551			—		475,247			7,108			(582,334		)	314,078
Net (decrease) increase in cash and cash equivalents	(56,020		)	—			—		492			1,481			—			(54,047		)
Effect of foreign currency translation on cash and cash equivalents	(231		)	—			—		(36		)	(45		)	—			(312		)
Cash and cash equivalents, beginning of period	58,799			—			—		—			2,994			—			61,793
Cash and cash equivalents, end of period	$	2,548		$	—		$	—	$	456		$	4,430		$	—		$	7,434


⁽¹⁾	The Parent Company guarantees the 2021 Notes, the 2023 Notes and the 2026 Notes.


⁽²⁾	The Operating Partnership is the co-issuer of the 2021 Notes and the 2023 Notes and the issuer of the 2026 Notes.


⁽³⁾	Sabra Capital Corporation is the co-issuer of the 2021 Notes and the 2023 Notes.


⁽⁴⁾	The Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2021 Notes and the 2023 Notes.


⁽⁵⁾	The Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes consist of the subsidiaries that do not guarantee the 2021 Notes and the 2023 Notes.


⁽⁶⁾	None of Sabra Capital Corporation, the Combined Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes, nor the Combined Non-Guarantor Subsidiaries of the 2021 Notes and the 2023 Notes guarantee the 2026 Notes.