SUMMARIZED CONDENSED CONSOLIDATING INFORMATION

The Notes issued by the Operating Partnership and CareTrust Capital Corp. on May 10, 2017 are jointly and severally, fully and unconditionally, guaranteed by CareTrust REIT, Inc., as the parent guarantor (the “Parent Guarantor”), and the wholly owned subsidiaries of the Parent Guarantor other than the Issuers (collectively, the “Subsidiary Guarantors” and, together with the Parent Guarantor, the “Guarantors”), subject to automatic release under certain customary circumstances, including if the Subsidiary Guarantor is sold or sells all or substantially all of its assets, the Subsidiary Guarantor is designated “unrestricted” for covenant purposes under the indenture governing the Notes, the Subsidiary Guarantor’s guarantee of other indebtedness which resulted in the creation of the guarantee of the Notes is terminated or released, or the requirements for legal defeasance or covenant defeasance or to discharge the indenture have been satisfied.

The following provides information regarding the entity structure of the Parent Guarantor, the Issuers and the Subsidiary Guarantors:

CareTrust REIT, Inc. – The Parent Guarantor was formed on October 29, 2013 in anticipation of the Spin-Off and the related transactions and was a wholly owned subsidiary of Ensign prior to the effective date of the Spin-Off on June 1, 2014. The Parent Guarantor did not conduct any operations or have any business prior to the date of the consummation of the Spin-Off related transactions.

CTR Partnership, L.P. and CareTrust Capital Corp. – The Issuers, each of which is a wholly owned subsidiary of the Parent Guarantor, were formed on May 8, 2014 and May 9, 2014, respectively, in anticipation of the Spin-Off and the related transactions. The Issuers did not conduct any operations or have any business prior to the date of the consummation of the Spin-Off related transactions.

Subsidiary Guarantors – The Subsidiary Guarantors consist of all of the subsidiaries of the Parent Guarantor other than the Issuers.

Pursuant to Rule 3-10 of Regulation S-X, the following summarized consolidating information is provided for the

Parent Guarantor, the Issuers, and the Subsidiary Guarantors. There are no subsidiaries of the Company other than the Issuers and the Subsidiary Guarantors. This summarized financial information has been prepared from the financial statements of the Company and the books and records maintained by the Company. The Company has conformed prior period presentation in the Combined Subsidiary Guarantor designation, due to the issuance of the Notes.

CONDENSED CONSOLIDATING BALANCE SHEETS

DECEMBER 31, 2017

(in thousands, except share and per share amounts)



	Parent Guarantor			Issuers		Combined Subsidiary Guarantors		Elimination			Consolidated
Assets:
Real estate investments, net	$	—		$	805,826	$	346,435	$	—		$	1,152,261
Other real estate investments	—			12,399		5,550		—			17,949
Cash and cash equivalents	—			6,909		—		—			6,909
Accounts and other receivables, net	—			2,945		2,309		—			5,254
Prepaid expenses and other assets	—			893		2		—			895
Deferred financing costs, net	—			1,718		—		—			1,718
Investment in subsidiaries	619,075			444,120		—		(1,063,195		)	—
Intercompany	—			—		92,061		(92,061		)	—
Total assets	$	619,075		$	1,274,810	$	446,357	$	(1,155,256	)	$	1,184,986
Liabilities and Equity:
Senior unsecured notes payable, net	$	—		$	294,395	$	—	$	—		$	294,395
Senior unsecured term loan, net	—			99,517		—		—			99,517
Unsecured revolving credit facility	—			165,000		—		—			165,000
Accounts payable and accrued liabilities	—			15,176		2,237		—			17,413
Dividends payable	14,044			—		—		—			14,044
Intercompany	—			92,061		—		(92,061		)	—
Total liabilities	14,044			666,149		2,237		(92,061		)	590,369
Equity:
Common stock, $0.01 par value; 500,000,000 shares authorized, 75,478,202 shares issued and outstanding as of December 31, 2017	755			—		—		—			755
Additional paid-in capital	783,237			546,097		321,761		(867,858		)	783,237
Cumulative distributions in excess of earnings	(178,961		)	62,564		122,359		(195,337		)	(189,375		)
Total equity	605,031			608,661		444,120		(1,063,195		)	594,617
Total liabilities and equity	$	619,075		$	1,274,810	$	446,357	$	(1,155,256	)	$	1,184,986

CONDENSED CONSOLIDATING BALANCE SHEETS

DECEMBER 31, 2016

(in thousands, except share and per share amounts)



	Parent Guarantor			Issuers		Combined Subsidiary Guarantors		Elimination			Consolidated
Assets:
Real estate investments, net	$	—		$	527,639	$	366,279	$	—		$	893,918
Other real estate investments	—			—		13,872		—			13,872
Cash and cash equivalents	—			7,500		—		—			7,500
Accounts and other receivables, net	—			3,743		2,153		—			5,896
Prepaid expenses and other assets	—			1,366		3		—			1,369
Deferred financing costs, net	—			2,803		—		—			2,803
Investment in subsidiaries	463,505			401,328		—		(864,833		)	—
Intercompany	—			—		102,273		(102,273		)	—
Total assets	$	463,505		$	944,379	$	484,580	$	(967,106	)	$	925,358
Liabilities and Equity:
Senior unsecured notes payable, net	$	—		$	255,294	$	—	$	—		$	255,294
Senior unsecured term loan, net	—			99,422		—		—			99,422
Unsecured revolving credit facility	—			95,000		—		—			95,000
Accounts payable and accrued liabilities	—			9,713		2,424		—			12,137
Dividends payable	11,075			—		—		—			11,075
Intercompany	—			21,445		80,828		(102,273		)	—
Total liabilities	11,075			480,874		83,252		(102,273		)	472,928
Equity:
Common stock, $0.01 par value; 500,000,000 shares authorized, 64,816,350 shares issued and outstanding as of December 31, 2016	648			—		—		—			648
Additional paid-in capital	611,475			429,453		321,761		(751,214		)	611,475
Cumulative distributions in excess of earnings	(159,693		)	34,052		79,567		(113,619		)	(159,693		)
Total equity	452,430			463,505		401,328		(864,833		)	452,430
Total liabilities and equity	$	463,505		$	944,379	$	484,580	$	(967,106	)	$	925,358

CONDENSED CONSOLIDATING INCOME STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2017

(in thousands)



	Parent Guarantor		Issuers		Combined Subsidiary Guarantors		Elimination			Consolidated
Revenues:
Rental income	$	—	$	60,464	$	57,169	$	—		$	117,633
Tenant reimbursements	—		5,493		4,761		—			10,254
Independent living facilities	—		—		3,228		—			3,228
Interest and other income	—		215		1,652		—			1,867
Total revenues	—		66,172		66,810		—			132,982
Expenses:
Depreciation and amortization	—		20,048		19,111		—			39,159
Interest expense	—		24,196		—		—			24,196
Loss on the extinguishment of debt	—		11,883		—		—			11,883
Property taxes	—		5,493		4,761		—			10,254
Independent living facilities	—		—		2,733		—			2,733
Impairment of real estate investment	—		—		890		—			890
Reserve for advances and deferred rent	—		10,414		—		—			10,414
General and administrative	2,638		8,417		62		—			11,117
Total expenses	2,638		80,451		27,557		—			110,646
Gain on disposition of other real estate investment	—		—		3,538		—			3,538
Income in Subsidiary	28,512		42,791		—		(71,303		)	—
Net income	$	25,874	$	28,512	$	42,791	$	(71,303	)	$	25,874

CONDENSED CONSOLIDATING INCOME STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2016

(in thousands)



	Parent Guarantor		Issuers		Combined Subsidiary Guarantors			Elimination			Consolidated
Revenues:
Rental income	$	—	$	36,855	$	56,271		$	—		$	93,126
Tenant reimbursements	—		2,978		4,868			—			7,846
Independent living facilities	—		—		2,970			—			2,970
Interest and other income	—		—		737			—			737
Total revenues	—		39,833		64,846			—			104,679
Expenses:
Depreciation and amortization	—		11,651		20,314			—			31,965
Interest expense	—		22,375		498			—			22,873
Loss on the extinguishment of debt	—		—		326			—			326
Property taxes	—		2,978		4,868			—			7,846
Acquisition costs	—		205		—			—			205
Independent living facilities	—		—		2,549			—			2,549
General and administrative	1,637		7,594		66			—			9,297
Total expenses	1,637		44,803		28,621			—			75,061
Loss on sale of real estate	—		—		(265		)	—			(265		)
Income in Subsidiary	30,990		35,960		—			(66,950		)	—
Net income	$	29,353	$	30,990	$	35,960		$	(66,950	)	$	29,353

CONDENSED CONSOLIDATING INCOME STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2015

(in thousands)



	Parent Guarantor		Issuers		Combined Subsidiary Guarantors		Elimination			Consolidated
Revenues:
Rental income	$	—	$	9,979	$	56,000	$	—		$	65,979
Tenant reimbursements	—		655		4,842		—			5,497
Independent living facilities	—		—		2,510		—			2,510
Interest and other income	—		19		946		—			965
Total revenues	—		10,653		64,298		—			74,951
Expenses:
Depreciation and amortization	—		3,165		20,968		—			24,133
Interest expense	—		19,616		4,432		—			24,048
Loss on the extinguishment of debt	—		—		1,208		—			1,208
Property taxes	—		655		4,842		—			5,497
Independent living facilities	—		—		2,376		—			2,376
General and administrative	1,171		6,360		124		—			7,655
Total expenses	1,171		29,796		33,950		—			64,917
Income in Subsidiary	11,205		30,348		—		(41,553		)	—
Net income	$	10,034	$	11,205	$	30,348	$	(41,553	)	$	10,034

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2017

(in thousands)



	Parent Guarantor			Issuers			Combined Subsidiary Guarantors			Elimination			Consolidated
Cash flows from operating activities:
Net cash (used in) provided by operating activities	$	(222	)	$	25,745		$	63,277		$	—		$	88,800
Cash flows from investing activities:
Acquisitions of real estate	—			(296,517		)	—			—			(296,517		)
Improvements to real estate	—			(681		)	(67		)	—			(748		)
Purchases of equipment, furniture and fixtures	—			(309		)	(94		)	—			(403		)
Investment in real estate mortgage loan receivable	—			(12,416		)	—			—			(12,416		)
Sale of other real estate investment	—			—			7,500			—			7,500
Principal payments received on mortgage loan receivable	—			25			—			—			25
Distribution from subsidiary	52,587			—			—			(52,587		)	—
Intercompany financing	(169,235		)	70,616			—			98,619			—
Net cash (used in) provided by investing activities	(116,648		)	(239,282		)	7,339			46,032			(302,559		)
Cash flows from financing activities:
Proceeds from the issuance of common stock, net	170,323			—			—			—			170,323
Proceeds from the issuance of senior unsecured notes payable	—			300,000			—			—			300,000
Borrowings under unsecured revolving credit facility	—			238,000			—			—			238,000
Payments on senior unsecured notes payable	—			(267,639		)	—			—			(267,639		)
Payments on unsecured revolving credit facility	—			(168,000		)	—			—			(168,000		)
Payments of deferred financing costs	—			(6,063		)	—			—			(6,063		)
Net-settle adjustment on restricted stock	(866		)	—			—			—			(866		)
Dividends paid on common stock	(52,587		)	—			—			—			(52,587		)
Distribution to Parent	—			(52,587		)	—			52,587			—
Intercompany financing	—			169,235			(70,616		)	(98,619		)	—
Net cash provided by (used in) financing activities	116,870			212,946			(70,616		)	(46,032		)	213,168
Net decrease in cash and cash equivalents	—			(591		)	—			—			(591		)
Cash and cash equivalents beginning of period	—			7,500			—			—			7,500
Cash and cash equivalents end of period	$	—		$	6,909		$	—		$	—		$	6,909

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2016

(in thousands)



	Parent Guarantor			Issuers			Combined Subsidiary Guarantors			Elimination			Consolidated
Cash flows from operating activities:
Net cash (used in) provided by operating activities:	$	(91	)	$	9,253		$	55,269		$	—		$	64,431
Cash flows from investing activities:
Acquisitions of real estate	—			(281,228		)	—			—			(281,228		)
Improvements to real estate	—			(485		)	(277		)	—			(762		)
Purchases of equipment, furniture and fixtures	—			(81		)	(70		)	—			(151		)
Preferred equity investments	—			—			(4,656		)	—			(4,656		)
Escrow deposits for acquisition of real estate	—			(700		)	—			—			(700		)
Net proceeds from the sale of real estate	—			—			2,855			—			2,855
Distribution from subsidiary	37,269			—			—			(37,269		)	—
Intercompany financing	(199,796		)	(41,901		)	—			241,697			—
Net cash (used in) provided by investing activities	(162,527		)	(324,395		)	(2,148		)	204,428			(284,642		)
Cash flows from financing activities:
Proceeds from the issuance of common stock, net	200,402			—			—			—			200,402
Proceeds from the issuance of senior unsecured term loan	—			100,000			—			—			100,000
Borrowings under unsecured revolving credit facility	—			255,000			—			—			255,000
Payments on unsecured revolving credit facility	—			(205,000		)	—			—			(205,000		)
Payments on the mortgage notes payable	—			—			(95,022		)	—			(95,022		)
Payments of deferred financing costs	—			(1,352		)	—			—			(1,352		)
Net-settle adjustment on restricted stock	(515		)	—			—			—			(515		)
Distribution to Parent	—			(37,269		)	—			37,269			—
Dividends paid on common stock	(37,269		)	—			—			—			(37,269		)
Intercompany financing	—			199,796			41,901			(241,697		)	—
Net cash provided by (used in) financing activities	162,618			311,175			(53,121		)	(204,428		)	216,244
Net decrease in cash and cash equivalents	—			(3,967		)	—			—			(3,967		)
Cash and cash equivalents beginning of period	—			11,467			—			—			11,467
Cash and cash equivalents end of period	$	—		$	7,500		$	—		$	—		$	7,500

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2015

(in thousands)



	Parent Guarantor			Issuers			Combined Subsidiary Guarantors			Elimination			Consolidated
Cash flows from operating activities:
Net cash (used in) provided by operating activities	$	(15	)	$	(9,894	)	$	50,163		$	—		$	40,254
Cash flows from investing activities:
Acquisition of real estate	—			(232,466		)	—			—			(232,466		)
Improvements to real estate	—			(19		)	(168		)	—			(187		)
Purchases of equipment, furniture and fixtures	—			(195		)	(81		)	—			(276		)
Escrow deposits for acquisition of real estate	—			(1,750		)	—			—			(1,750		)
Net proceeds from the sale of real estate	—			—			30			—			30
Distribution from subsidiary	21,790			—			—			(21,790		)	—
Intercompany financing	(162,803		)	46,761			—			116,042			—
Net cash (used in) provided by investing activities	(141,013		)	(187,669		)	(219		)	94,252			(234,649		)
Cash flows from financing activities:
Proceeds from the issuance of common stock, net	162,963			—			—			—			162,963
Borrowings under unsecured revolving credit facility	—			45,000			—			—			45,000
Borrowings under senior secured revolving credit facility	—			35,000			—			—			35,000
Repayments of borrowings under senior secured revolving credit facility	—			(35,000		)	—			—			(35,000		)
Payments on the mortgage notes payable	—			—			(3,183		)	—			(3,183		)
Net-settle adjustment on restricted stock	(145		)	—			—			—			(145		)
Payments of deferred financing costs	—			(2,303		)	—			—			(2,303		)
Dividends paid on common stock	(21,790		)	—			—			—			(21,790		)
Distribution to Parent	—			(21,790		)	—			21,790			—
Intercompany financing	—			162,803			(46,761		)	(116,042		)	—
Net cash provided by (used in) financing activities	141,028			183,710			(49,944		)	(94,252		)	180,542
Net decrease in cash and cash equivalents	—			(13,853		)	—			—			(13,853		)
Cash and cash equivalents, beginning of period	—			25,320			—			—			25,320
Cash and cash equivalents, end of period	$	—		$	11,467		$	—		$	—		$	11,467