SUMMARIZED CONDENSED CONSOLIDATING INFORMATION (Tables)

6 Months Ended

Jun. 30, 2018

Summarized Condensed Consolidating Information [Abstract]

CONDENSED CONSOLIDATING BALANCE SHEET

June 30, 2018

(in thousands)

(unaudited)



						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	$	341		$	—	$	—	$	1,666,116	$	4,327,225	$	—		$	5,993,682
Loans receivable and other investments, net	(356		)	—		—		52,315		55,269		—			107,228
Investment in unconsolidated joint venture	—			—		—		—		348,950		—			348,950
Cash and cash equivalents	31,269			—		—		1,405		6,135		—			38,809
Restricted cash	—			—		—		174,913		11,932		—			186,845
Lease intangible assets, net	—			—		—		16,815		139,451		—			156,266
Accounts receivable, prepaid expenses and other assets, net	(536		)	46,700		—		84,809		73,017		(7,626		)	196,364
Intercompany	2,186,044			2,727,032		—		—		—		(4,913,076		)	—
Investment in subsidiaries	1,209,953			1,538,155		—		15,830		—		(2,763,938		)	—
Total assets	$	3,426,715		$	4,311,887	$	—	$	2,012,203	$	4,961,979	$	(7,684,640	)	$	7,028,144

Liabilities
Secured debt, net	$	—		$	—	$	—	$	—	$	253,567	$	—		$	253,567
Revolving credit facility	—			676,000		—		—		—		—			676,000
Term loans, net	—			1,093,314		—		94,084		—		—			1,187,398
Senior unsecured notes, net	—			1,306,842		—		—		—		—			1,306,842
Accounts payable and accrued liabilities	23,172			25,778		—		3,576		60,439		(7,626		)	105,339
Lease intangible liabilities, net	—			—		—		—		91,073		—			91,073
Intercompany	—			—		—		636,037		4,277,039		(4,913,076		)	—
Total liabilities	23,172			3,101,934		—		733,697		4,682,118		(4,920,702		)	3,620,219

Total Sabra Health Care REIT, Inc. stockholders' equity	3,403,543			1,209,953		—		1,278,506		275,479		(2,763,938		)	3,403,543
Noncontrolling interests	—			—		—		—		4,382		—			4,382
Total equity	3,403,543			1,209,953		—		1,278,506		279,861		(2,763,938		)	3,407,925
Total liabilities and equity	$	3,426,715		$	4,311,887	$	—	$	2,012,203	$	4,961,979	$	(7,684,640	)	$	7,028,144


⁽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.

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2017

(in thousands)

(unaudited)



						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.

Condensed Consolidating Statement of Income

CONDENSED CONSOLIDATING STATEMENT OF INCOME

For the Three Months Ended June 30, 2018

(dollars in thousands, except per share amounts)

(unaudited)



							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	$	—		$	—		$	—	$	44,560		$	103,989		$	(4,320	)	$	144,229
Interest and other income	40			96			—		1,198			3,315			(96		)	4,553
Resident fees and services	—			—			—		—			17,530			—			17,530
Total revenues	40			96			—		45,758			124,834			(4,416		)	166,312
Expenses:
Depreciation and amortization	222			—			—		14,146			32,460			—			46,828
Interest	—			33,415			—		810			2,628			(96		)	36,757
Operating expenses	—			—			—		—			16,619			(4,320		)	12,299
General and administrative	8,009			14			—		379			869			—			9,271
Merger and acquisition costs	112			—			—		—			—			—			112
Provision for (recovery of) doubtful accounts and loan losses	311			—			—		(985		)	—			—			(674		)
Impairment of real estate	—			—			—		881			—			—			881
Total expenses	8,654			33,429			—		15,231			52,576			(4,416		)	105,474
Other income:
Other income (expense)	—			32			—		(32		)	—			—			—
Net gain on sales of real estate	—			—			—		141,918			985			—			142,903
Total other income	—			32			—		141,886			985			—			142,903
Income in subsidiary	209,456			242,758			—		1,871			—			(454,085		)	—
Income before loss from unconsolidated joint venture and income tax expense	200,842			209,457			—		174,284			73,243			(454,085		)	203,741
Loss from unconsolidated joint venture	—			—			—		—			(2,347		)	—			(2,347		)
Income tax expense	(55		)	(1		)	—		(489		)	(60		)	—			(605		)
Net income	200,787			209,456			—		173,795			70,836			(454,085		)	200,789
Net income attributable to noncontrolling interests	—			—			—		—			(2		)	—			(2		)
Net income attributable to Sabra Health Care REIT, Inc.	200,787			209,456			—		173,795			70,834			(454,085		)	200,787
Preferred stock dividends	(7,207		)	—			—		—			—			—			(7,207		)
Net income attributable to common stockholders	$	193,580		$	209,456		$	—	$	173,795		$	70,834		$	(454,085	)	$	193,580

Net income attributable to common stockholders, per:
Basic common share																		$	1.09
Diluted common share																		$	1.08
Weighted-average number of common shares outstanding, basic																		178,314,750
Weighted-average number of common shares outstanding, diluted																		178,684,024


⁽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.

CONDENSED CONSOLIDATING STATEMENT OF INCOME

For the Three Months Ended June 30, 2017

(dollars in thousands, except per share amounts)

(unaudited)



						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	$	—		$	—	$	—	$	52,442		$	4,656		$	(1,194	)	$	55,904
Interest and other income	6			—		—		2,039			—			(18		)	2,027
Resident fees and services	—			—		—		—			6,805			—			6,805
Total revenues	6			—		—		54,481			11,461			(1,212		)	64,736
Expenses:
Depreciation and amortization	216			—		—		15,425			1,579			—			17,220
Interest	—			13,516		—		715			1,631			—			15,862
Operating expenses	—			—		—		—			5,619			(1,212		)	4,407
General and administrative	4,063			17		—		991			55			—			5,126
Merger and acquisition costs	5,883			—		—		4			—			—			5,887
Provision for doubtful accounts and loan losses	227			—		—		308			—			—			535
Total expenses	10,389			13,533		—		17,443			8,884			(1,212		)	49,037
Other income (expense):
Other income (expense)	916			703		—		(665		)	(13		)	—			941
Net gain on sales of real estate	—			—		—		4,026			6			—			4,032
Total other income (expense)	916			703		—		3,361			(7		)	—			4,973
Income in subsidiary	29,894			42,724		—		1,785			—			(74,403		)	—
Income before income tax benefit (expense)	20,427			29,894		—		42,184			2,570			(74,403		)	20,672
Income tax benefit (expense)	93			—		—		(227		)	(2		)	—			(136		)
Net income	20,520			29,894		—		41,957			2,568			(74,403		)	20,536
Net income attributable to noncontrolling interests	—			—		—		—			(16		)	—			(16		)
Net income attributable to Sabra Health Care REIT, Inc.	20,520			29,894		—		41,957			2,552			(74,403		)	20,520
Preferred stock dividends	(2,560		)	—		—		—			—			—			(2,560		)
Net income attributable to common stockholders	$	17,960		$	29,894	$	—	$	41,957		$	2,552		$	(74,403	)	$	17,960

Net income attributable to common stockholders, per:
Basic common share																	$	0.27
Diluted common share																	$	0.27
Weighted-average number of common shares outstanding, basic																	65,438,739
Weighted-average number of common shares outstanding, diluted																	65,670,853


⁽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.

CONDENSED CONSOLIDATING STATEMENT OF INCOME

For the Six Months Ended June 30, 2018

(dollars in thousands, except per share amounts)

(unaudited)



							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	$	—		$	—		$	—	$	90,024		$	207,013		$	(8,553	)	$	288,484
Interest and other income	50			208			—		2,465			6,376			(208		)	8,891
Resident fees and services	—			—			—		—			35,023			—			35,023
Total revenues	50			208			—		92,489			248,412			(8,761		)	332,398
Expenses:
Depreciation and amortization	443			—			—		29,076			65,314			—			94,833
Interest	—			65,980			—		1,601			5,202			(208		)	72,575
Operating expenses	—			—			—		—			32,976			(8,553		)	24,423
General and administrative	13,831			29			—		810			2,468			—			17,138
Merger and acquisition costs	448			—			—		—			(6		)	—			442
Provision for (recovery of) doubtful accounts and loan losses	2,492			—			—		(1,956		)	3			—			539
Impairment of real estate	—			—			—		1,413			—			—			1,413
Total expenses	17,214			66,009			—		30,944			105,957			(8,761		)	211,363
Other income:
Other income	1,977			233			—		378			232			—			2,820
Net gain on sales of real estate	—			—			—		141,862			569			—			142,431
Total other income	1,977			233			—		142,240			801			—			145,251
Income in subsidiary	278,798			344,367			—		3,725			—			(626,890		)	—
Income before loss from unconsolidated joint venture and income tax expense	263,611			278,799			—		207,510			143,256			(626,890		)	266,286
Loss from unconsolidated joint venture	—			—			—		—			(1,901		)	—			(1,901		)
Income tax expense	(353		)	(1		)	—		(542		)	(219		)	—			(1,115		)
Net income	263,258			278,798			—		206,968			141,136			(626,890		)	263,270
Net income attributable to noncontrolling interests	—			—			—		—			(12		)	—			(12		)
Net income attributable to Sabra Health Care REIT, Inc.	263,258			278,798			—		206,968			141,124			(626,890		)	263,258
Preferred stock dividends	(9,768		)	—			—		—			—			—			(9,768		)
Net income attributable to common stockholders	$	253,490		$	278,798		$	—	$	206,968		$	141,124		$	(626,890	)	$	253,490
Net income attributable to common stockholders, per:
Basic common share																		$	1.42
Diluted common share																		$	1.42
Weighted-average number of common shares outstanding, basic																		178,304,733
Weighted-average number of common shares outstanding, diluted																		178,600,789


⁽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.

CONDENSED CONSOLIDATING STATEMENT OF INCOME

For the Six Months Ended June 30, 2017

(dollars in thousands, except per share amounts)

(unaudited)



							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	$	—		$	—		$	—	$	105,481		$	9,625		$	(1,978	)	$	113,128
Interest and other income	13			—			—		3,977			—			(18		)	3,972
Resident fees and services	—			—			—		—			10,286			—			10,286
Total revenues	13			—			—		109,458			19,911			(1,996		)	127,386
Expenses:
Depreciation and amortization	432			—			—		32,381			3,544			—			36,357
Interest	—			26,924			—		1,445			3,281			—			31,650
Operating expenses	—			—			—		—			8,823			(1,996		)	6,827
General and administrative	9,322			31			—		1,758			104			—			11,215
Merger and acquisition costs	6,417			—			—		34			—			—			6,451
Provision for doubtful accounts and loan losses	82			—			—		2,223			—			—			2,305
Total expenses	16,253			26,955			—		37,841			15,752			(1,996		)	94,805
Other income:
Other income	2,283			737			—		50			—			—			3,070
Net gain on sales of real estate	—			—			—		4,026			6			—			4,032
Total other income	2,283			737			—		4,076			6			—			7,102
Income in subsidiary	53,331			79,550			—		3,564			—			(136,445		)	—
Income before income tax expense	39,374			53,332			—		79,257			4,165			(136,445		)	39,683
Income tax expense	(31		)	(1		)	—		(227		)	(97		)	—			(356		)
Net income	39,343			53,331			—		79,030			4,068			(136,445		)	39,327
Net loss attributable to noncontrolling interests	—			—			—		—			16			—			16
Net income attributable to Sabra Health Care REIT, Inc.	39,343			53,331			—		79,030			4,084			(136,445		)	39,343
Preferred stock dividends	(5,121		)	—			—		—			—			—			(5,121		)
Net income attributable to common stockholders	$	34,222		$	53,331		$	—	$	79,030		$	4,084		$	(136,445	)	$	34,222
Net income attributable to common stockholders, per:
Basic common share																		$	0.52
Diluted common share																		$	0.52
Weighted-average number of common shares outstanding, basic																		65,396,146
Weighted-average number of common shares outstanding, diluted																		65,694,019


⁽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.

Condensed Consolidating Statement of Comprehensive Income

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

For the Three Months Ended June 30, 2018

(dollars in thousands)

(unaudited)



					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	$	200,787	$	209,456	$	—	$	173,795		$	70,836		$	(454,085	)	$	200,789
Other comprehensive income (loss):
Unrealized gain (loss), net of tax:
Foreign currency translation gain (loss)	—		1,064		—		(608		)	(195		)	—			261
Unrealized gain on cash flow hedges	—		3,335		—		3			—			—			3,338
Total other comprehensive income (loss)	—		4,399		—		(605		)	(195		)	—			3,599
Comprehensive income	200,787		213,855		—		173,190			70,641			(454,085		)	204,388
Comprehensive income attributable to noncontrolling interest	—		—		—		—			(2		)	—			(2		)
Comprehensive income attributable to Sabra Health Care REIT, Inc.	$	200,787	$	213,855	$	—	$	173,190		$	70,639		$	(454,085	)	$	204,386


⁽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.

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

For the Three Months Ended June 30, 2017

(dollars in thousands)

(unaudited)



						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	$	20,520	$	29,894		$	—	$	41,957		$	2,568		$	(74,403	)	$	20,536
Other comprehensive (loss) income:
Unrealized gain (loss), net of tax:
Foreign currency translation (loss) gain	—		(415		)	—		833			280			—			698
Unrealized gain (loss) on cash flow hedges	—		285			—		(188		)	—			—			97
Total other comprehensive (loss) income	—		(130		)	—		645			280			—			795
Comprehensive income	20,520		29,764			—		42,602			2,848			(74,403		)	21,331
Comprehensive income attributable to noncontrolling interest	—		—			—		—			(16		)	—			(16		)
Comprehensive income attributable to Sabra Health Care REIT, Inc.	$	20,520	$	29,764		$	—	$	42,602		$	2,832		$	(74,403	)	$	21,315


⁽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.

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

For the Six Months Ended June 30, 2018

(dollars in thousands)

(unaudited)



					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	$	263,258	$	278,798	$	—	$	206,968		$	141,136		$	(626,890	)	$	263,270
Other comprehensive income (loss):
Unrealized gain (loss), net of tax:
Foreign currency translation gain (loss)	—		1,905		—		(1,536		)	(482		)	—			(113		)
Unrealized gain (loss) on cash flow hedges	—		13,238		—		(2		)	—			—			13,236
Total other comprehensive income (loss)	—		15,143		—		(1,538		)	(482		)	—			13,123
Comprehensive income	263,258		293,941		—		205,430			140,654			(626,890		)	276,393
Comprehensive income attributable to noncontrolling interest	—		—		—		—			(12		)	—			(12		)
Comprehensive income attributable to Sabra Health Care REIT, Inc.	$	263,258	$	293,941	$	—	$	205,430		$	140,642		$	(626,890	)	$	276,381


⁽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.

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

For the Six Months Ended June 30, 2017

(dollars in thousands)

(unaudited)



						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	$	39,343	$	53,331		$	—	$	79,030		$	4,068	$	(136,445	)	$	39,327
Other comprehensive (loss) income:
Unrealized gain (loss), net of tax:
Foreign currency translation (loss) gain	—		(1,367		)	—		1,131			376		—			140
Unrealized gain (loss) on cash flow hedges	—		1,013			—		(188		)	—		—			825
Total other comprehensive (loss) income	—		(354		)	—		943			376		—			965
Comprehensive income	39,343		52,977			—		79,973			4,444		(136,445		)	40,292
Comprehensive loss attributable to noncontrolling interest	—		—			—		—			16		—			16
Comprehensive income attributable to Sabra Health Care REIT, Inc.	$	39,343	$	52,977		$	—	$	79,973		$	4,460	$	(136,445	)	$	40,308


⁽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.

Condensed Consolidating Statement of Cash Flows

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Six Months Ended June 30, 2018

(in thousands)

(unaudited)



							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	$	204,440		$	—		$	—	$	1,041		$	6,072		$	—		$	211,553
Cash flows from investing activities:
Acquisition of real estate	—			—			—		(29,711		)	(184,271		)	—			(213,982		)
Origination and fundings of loans receivable	—			—			—		(1,973		)	(26,184		)	—			(28,157		)
Origination and fundings of preferred equity investments	—			—			—		(945		)	—			—			(945		)
Additions to real estate	(40		)	—			—		(4,660		)	(12,117		)	—			(16,817		)
Repayments of loans receivable	—			—			—		6,577			32,310			—			38,887
Repayments of preferred equity investments	—			—			—		375			—			—			375
Investment in unconsolidated JV	—			—			—		—			(354,461		)	—			(354,461		)
Net proceeds from the sales of real estate	—			—			—		232,059			46,142			—			278,201
Distribution from subsidiaries	2,669			2,669			—		—			—			(5,338		)	—
Intercompany financing	(378,485		)	(413,473		)	—		—			—			791,958			—
Net cash (used in) provided by investing activities	(375,856		)	(410,804		)	—		201,722			(498,581		)	786,620			(296,899		)
Cash flows from financing activities:
Net borrowings from revolving credit facility	—			35,000			—		—			—			—			35,000
Principal payments on secured debt	—			—			—		—			(2,128		)	—			(2,128		)
Payments of deferred financing costs	—			(12		)	—		—			—			—			(12		)
Distributions to noncontrolling interest	—			—			—		—			(72		)	—			(72		)
Preferred stock redemption	(143,750		)	—			—		—			—			—			(143,750		)
Issuance of common stock, net	(499		)	—			—		—			—			—			(499		)
Dividends paid on common and preferred stock	(164,736		)	—			—		—			—			—			(164,736		)
Distribution to parent	—			(2,669		)	—		—			(2,669		)	5,338			—
Intercompany financing	—			378,485			—		(63,658		)	477,131			(791,958		)	—
Net cash (used in) provided by financing activities	(308,985		)	410,804			—		(63,658		)	472,262			(786,620		)	(276,197		)
Net (decrease) increase in cash, cash equivalents and restricted cash	(480,401		)	—			—		139,105			(20,247		)	—			(361,543		)
Effect of foreign currency translation on cash, cash equivalents and restricted cash	—			—			—		(146		)	(106		)	—			(252		)
Cash, cash equivalents and restricted cash, beginning of period	511,670			—			—		37,359			38,420			—			587,449
Cash, cash equivalents and restricted cash, end of period	$	31,269		$	—		$	—	$	176,318		$	18,067		$	—		$	225,654


⁽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.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Six Months Ended June 30, 2017

(in thousands)

(unaudited)



							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 (used in) operating activities	$	49,670		$	—		$	—	$	(1,693	)	$	6,305		$	—		$	54,282
Cash flows from investing activities:
Acquisition of real estate	—			—			—		(14,456		)	—			—			(14,456		)
Origination and fundings of loans receivable	—			—			—		(927		)	—			—			(927		)
Origination and fundings of preferred equity investments	—			—			—		(76		)	—			—			(76		)
Additions to real estate	(12		)	—			—		(1,106		)	(176		)	—			(1,294		)
Repayments of loans receivable	—			—			—		1,547			—			—			1,547
Repayments of preferred equity investments	—			—			—		2,766			—			—			2,766
Net proceeds from the sale of real estate	—			—			—		6,099			—			—			6,099
Distribution from subsidiaries	2,474			2,474			—		—			—			(4,948		)	—
Intercompany financing	(1,667		)	(7,543		)	—		—			—			9,210			—
Net cash provided by (used in) investing activities	795			(5,069		)	—		(6,153		)	(176		)	4,262			(6,341		)
Cash flows from financing activities:
Net borrowings from revolving credit facility	—			6,000			—		—			—			—			6,000
Principal payments on secured debt	—			—			—		—			(2,049		)	—			(2,049		)
Payments of deferred financing costs	—			(124		)	—		—			—			—			(124		)
Issuance of common stock, net	(3,224		)	—			—		—			—			—			(3,224		)
Dividends paid on common and preferred stock	(60,691		)	—			—		—			—			—			(60,691		)
Distribution to parent	—			(2,474		)	—		—			(2,474		)	4,948			—
Intercompany financing	—			1,667			—		7,543			—			(9,210		)	—
Net cash (used in) provided by financing activities	(63,915		)	5,069			—		7,543			(4,523		)	(4,262		)	(60,088		)
Net (decrease) increase in cash, cash equivalents and restricted cash	(13,450		)	—			—		(303		)	1,606			—			(12,147		)
Effect of foreign currency translation on cash, cash equivalents and restricted cash	—			—			—		69			61			—			130
Cash, cash equivalents and restricted cash, beginning of period	18,168			—			—		2,732			13,765			—			34,665
Cash, cash equivalents and restricted cash, end of period	$	4,718		$	—		$	—	$	2,498		$	15,432		$	—		$	22,648


⁽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.