Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma condensed consolidated financial information was derived from the application of pro forma adjustments to the historical consolidated financial statements of Newcastle Investment Corp. and its subsidiaries (collectively, “Newcastle”). These unaudited pro forma condensed consolidated statements of operations and unaudited pro forma condensed consolidated balance sheet should be read in conjunction with the related notes to the pro forma financial information and with Newcastle’s historical consolidated financial statements and the related notes included in Newcastle’s previous filings with the Securities and Exchange Commission.

The unaudited pro forma information set forth below reflects the historical information of Newcastle, as adjusted to give effect to the following transaction:

•
The spin-off of New Senior Investment Group Inc. ("New Senior") from Newcastle on November 6, 2014; and
•
The contribution of approximately $239.5 million of cash from Newcastle to New Senior upon spin-off.
The unaudited pro forma condensed consolidated statement of operations gives effect to the above transaction as if it occurred on January 1, 2011. The unaudited pro forma condensed consolidated balance sheet assumes that the New Senior spin-off occurred on September 30, 2014.
New Senior commenced its operations in July 2012 and there were no senior housing operations included in Newcastle historical consolidated financial statements prior to that date. Hence, no pro forma adjustments have been made to the Condensed Consolidated Statements of Operations for the year ended December 31, 2011.
In the opinion of management, all adjustments necessary to reflect the effects of the transaction described above have been included and are based upon available information and assumptions that Newcastle believes are reasonable.
Further, the historical financial information presented herein has been adjusted to give pro forma effect to events that Newcastle believes are (i) directly attributable to the spin-off of New Senior, (ii) factually supportable and (iii) with respect to the unaudited pro forma consolidated statement of operations, expected to have a continuing impact on Newcastle’s results. However, such adjustments are estimates and may not prove to be accurate. Information regarding these adjustments is subject to risks and uncertainties that could cause actual results to differ materially from those anticipated.
The unaudited pro forma condensed consolidated financial information is provided for information purposes only. The unaudited pro forma condensed consolidated statements of operations do not purport to represent what Newcastle’s results of operations would have been had such transactions been consummated on the date indicated, nor do they represent the results of operations of either Newcastle or New Senior for any future date or period.





NEWCASTLE INVESTMENT CORP. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
At September 30, 2014
(dollars in thousands)
 
 
 
 
New Senior
 
 
 
 
 
Historical (A)
 
Spin-off (B)
 
 
Pro Forma
Assets
 
 
 
 
 
 
 
Real estate securities, available-for-sale
 
$
310,639

 
$
—

 
 
310,639

Real estate related and other loans, held-for-sale, net
 
224,992

 
—

 
 
224,992

Residential mortgage loans, held-for-sale, net
 
4,036

 
—

 
 
4,036

Subprime mortgage loans subject to call option
 
406,217

 
—

 
 
406,217

Investments in senior housing real estate, net of accumulated depreciation
 
1,582,477

 
(1,582,477
)
 
 
—

Investments in real estate, net of accumulated depreciation
 
245,510

 
—

 
 
245,510

Intangibles, net of accumulated amortization
 
201,909

 
(114,522
)
 
 
87,387

Other investments
 
26,456

 
—

 
 
26,456

Cash and cash equivalents
 
257,584

 
(239,533
)
(C)
 
18,051

Restricted cash
 
4,624

 
—

 
 
4,624

Receivables and other assets
 
111,996

 
(76,851
)
 
 
35,145

Assets of discontinued operations
 
6,863

 
—

 
 
6,863

Total Assets
 
$
3,383,303

 
$
(2,013,383
)
 
 
$
1,369,920

Liabilities and Equity
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
CDO bonds payable
 
$
230,858

 
$
—

 
 
$
230,858

Other bonds and notes payable
 
82,063

 
—

 
 
82,063

Repurchase agreements
 
63,804

 
—

 
 
63,804

Mortgage notes payable
 
1,148,008

 
(1,148,008
)
 
 
—

Credit facilities and obligations under capital leases, golf
 
160,692

 
—

 
 
160,692

Financing of subprime mortgage loans subject to call option
 
406,217

 
—

 
 
406,217

Junior subordinated notes payable
 
51,233

 
—

 
 
51,233

Dividends payable
 
40,770

 
—

 
 
40,770

Accounts payable, accrued expenses and other liabilities
 
249,065

 
(82,580
)
 
 
166,485

Liabilities of discontinued operations
 
412

 
—

 
 
412

Total Liabilities
 
$
2,433,122

 
$
(1,230,588
)
 
 
$
1,202,534

Equity
 
 
 
 
 
 
 
Preferred stock
 
$
61,583

 
$
—

 
 
$
61,583

Common stock
 
664

 
—

 
 
664

Additional paid-in-capital
 
3,171,983

 
—

 
 
3,171,983

Accumulated deficit
 
(2,350,567
)
 
(782,795
)
(D)
 
(3,133,362
)
Accumulated other comprehensive income
 
66,342

 
—

 
 
66,342

Total Newcastle Stockholders' Equity
 
950,005

 
(782,795
)
 
 
167,210

Noncontrolling interests
 
176

 
—

 
 
176

Total Equity
 
$
950,181

 
$
(782,795
)
 
 
$
167,386

Total Liabilities and Equity
 
$
3,383,303

 
$
(2,013,383
)
 
 
$
1,369,920

    
A.
Represents Newcastle's historical consolidated balance sheet at September 30, 2014.
B.
Represents New Senior's assets and liabilities at September 30, 2014.
C.
Represents the contribution of $239,533 of cash from Newcastle to New Senior upon spin-off.
D.
Represents a reduction of Newcastle’s equity as a result of the distribution of New Senior stock to Newcastle stockholders.





NEWCASTLE INVESTMENT CORP. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Nine months ended September 30, 2014
(dollars in thousands, except share data)
 
 
 
 
New Senior
 
 
 
 
 
Historical (A)
 
Spin-off (B)
 
 
Pro Forma
Interest income
 
$
103,889

 
$
—

 
 
$
103,889

Interest expense
 
102,340

 
(41,429
)
 
 
60,911

Net interest income
 
1,549

 
41,429

 
 
42,978

Impairment/(Reversal)
 
 
 
 
 
 
 
Valuation allowance (reversal) on loans
 
(1,243
)
 
—

 
 
(1,243
)
Total impairment (reversal)
 
(1,243
)
 
—

 
 
(1,243
)
Net interest income (loss) after impairment/reversal
 
2,792

 
41,429

 
 
44,221

Operating Revenues
 
 
 
 
 
 
 
Rental income
 
167,208

 
(167,208
)
 
 
—

Care and ancillary income
 
17,555

 
(17,555
)
 
 
—

Golf course operations
 
140,699

 
—

 
 
140,699

Sales of food and beverages - golf
 
52,333

 
—

 
 
52,333

Other golf revenue
 
33,832

 
—

 
 
33,832

Total other revenues
 
411,627

 
(184,763
)
 
 
226,864

Other Income
 
 
 
 
 
 
 
Gain (loss) on settlement of investments, net
 
49,742

 
—

 
 
49,742

Gain (loss) on extinguishment of debt
 
(3,410
)
 
—

 
 
(3,410
)
Other income, net
 
25,258

 
(1,457
)
 
 
23,801

Total other income
 
71,590

 
(1,457
)
 
 
70,133

Expenses
 
 
 
 
 
 
 
Loan and security servicing expense
 
1,424

 
—

 
 
1,424

Property operating expenses
 
74,092

 
(74,092
)
 
 
—

Operating expenses - golf
 
191,119

 
—

 
 
191,119

Cost of sales - golf
 
23,183

 
—

 
 
23,183

General and administrative expenses
 
27,380

 
(15,916
)
(C)
 
11,464

Management fee to affiliate
 
23,618

 
(12,530
)
(D)
 
11,088

Depreciation and amortization expense
 
97,812

 
(74,672
)
 
 
23,140

Total expenses
 
438,628

 
(177,210
)
 
 
261,418

Income from continuing operations before income tax
 
47,381

 
32,419

 
 
79,800

Income tax expense
 
1,169

 
(1,025
)
 
 
144

Income (loss) from continuing operations
 
46,212

 
33,444

 
 
79,656

Income (loss) from discontinued operations, net of tax
 
(4,748
)
 
—

 
 
(4,748
)
Net income
 
41,464

 
33,444

 
 
74,908

Preferred dividends
 
(4,185
)
 
—

 
 
(4,185
)
Net loss attributable to noncontrolling interests
 
711

 
—

 
 
711

Income Applicable to Common Stockholders
 
$
37,990

 
$
33,444

 
 
$
71,434

Income Applicable to Common Stock, per share
 
 
 
 
 
 
 
Basic
 
$
0.63

 
 
 
 
$
1.19

Diluted
 
$
0.62

 
 
 
 
$
1.16

Weighted Average Number of Shares of Common Stock Outstanding
 
 
 
 
 
 
 
Basic
 
59,848,506

 
 
 
 
59,848,506

Diluted
 
61,630,175

 
 
 
 
61,630,175

A.
Represents Newcastle's historical consolidated statement of operations for the nine months ended September 30, 2014.
B.
Represents New Senior's results of operations for the nine months ended September 30, 2014.
C.
General and administrative expenses include acquisition and transaction expenses of $12,800 for the nine months ended September 30, 2014.
D.
Represents property management fee of $6,766 paid to affiliates and management fee of $5,764 allocated pursuant to the Newcastle Management Agreement.





NEWCASTLE INVESTMENT CORP. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Year Ended December 31, 2013
(dollars in thousands, except share data)
 
 
 
 
New Senior
 
 
 
 
 
Historical (A)
 
Spin-off (B)
 
 
Pro Forma
Interest income
 
$
213,715

 
$
(3
)
 
 
$
213,712

Interest expense
 
89,382

 
(10,781
)
 
 
78,601

Net interest income
 
124,333

 
10,778

 
 
135,111

Impairment/(Reversal)
 
 
 
 
 
 
 
Valuation allowance (reversal) on loans
 
(25,035
)
 
—

 
 
(25,035
)
Other-than-temporary impairment on securities
 
5,222

 
—

 
 
5,222

Portion of other-than-temporary impairment on securities recognized in other comprehensive income (loss), net of the reversal of other comprehensive loss into net income (loss)
 
44

 
—

 
 
44

Total impairment (reversal)
 
(19,769
)
 
—

 
 
(19,769
)
Net interest income (loss) after impairment/reversal
 
144,102

 
10,778

 
 
154,880

Other Revenues
 
 
 
 
 
 
 
Rental income
 
72,880

 
(72,880
)
 
 
—

Care and ancillary income
 
12,387

 
(12,387
)
 
 
—

Total other revenues
 
85,267

 
(85,267
)
 
 
—

Other Income (Loss)
 
 
 
 
 
 

Gain (loss) on settlement of investments, net
 
17,369

 
—

 
 
17,369

Gain (loss) on extinguishment of debt
 
4,565

 
—

 
 
4,565

Other income, net
 
13,367

 
(11
)
 
 
13,356

Total other income
 
35,301

 
(11
)
 
 
35,290

Expenses
 
 
 
 
 
 
 
Loan and security servicing expense
 
3,857

 
—

 
 
3,857

Property operating expenses
 
52,713

 
(52,713
)
 
 
—

General and administrative expenses
 
35,183

 
(17,725
)
(C)
 
17,458

Management fee to affiliate
 
33,091

 
(6,830
)
(D)
 
26,261

Depreciation and amortization expense
 
26,909

 
(26,905
)
 
 
4

Total expenses
 
151,753

 
(104,173
)
 
 
47,580

Income from continuing operations before income tax
 
112,917

 
29,673

 
 
142,590

Income tax expense
 
1,038

 
(1,038
)
 
 
—

Income (loss) from continuing operations
 
111,879

 
30,711

 
 
142,590

Income (loss) from discontinued operations, net of tax
 
40,462

 
—

 
 
40,462

Net income
 
152,341

 
30,711

 
 
183,052

Preferred dividends
 
(5,580
)
 
—

 
 
(5,580
)
Net income attributable to noncontrolling interests
 
(928
)
 
—

 
 
(928
)
Income Applicable to Common Stockholders
 
$
145,833

 
$
30,711

 
 
$
176,544

Income Applicable to Common Stock, per share (E)
 
 
 
 
 
 
 
Basic
 
$
3.16

 
 
 
 
$
3.83

Diluted
 
$
3.09

 
 
 
 
$
3.74

Weighted Average Number of Shares of Common Stock Outstanding (E)
 
 
 
 
 
 
 
Basic
 
46,146,882

 
 
 
 
46,146,882

Diluted
 
47,218,274

 
 
 
 
47,218,274

A.
Represents Newcastle's historical consolidated statement of operations for the year ended December 31, 2013.
B.
Represents New Senior's results of operations for the year ended December 31, 2013.
C.
General and administrative expenses include acquisition and transaction expenses of $13,825 and general and administrative expense of $1,777, allocated by Newcastle for the year ended December 31, 2013.
D.
Represents property management fee of $5,034 paid to affiliates and management fee of $1,796 allocated pursuant to the Newcastle Management Agreement.
E.
Per share amounts and shares outstanding reflects the 1-for-3 reverse stock split, which was effective after the close of trading on August 18, 2014 and the 1-for-2 reverse stock split, which was effective after the close of trading on October 22, 2014.




NEWCASTLE INVESTMENT CORP. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Year Ended December 31, 2012
(dollars in thousands, except share data)
 
 
 
 
New Senior
 
 
 
 
 
Historical (A)
 
Spin-off (B)
 
 
Pro Forma
Interest income
 
$
282,951

 
$
—

 
 
$
282,951

Interest expense
 
109,924

 
(1,688
)
 
 
108,236

Net interest income
 
173,027

 
1,688

 
 
174,715

Impairment/(Reversal)
 
 
 
 
 
 

Valuation allowance (reversal) on loans
 
(24,587
)
 
—

 
 
(24,587
)
Other-than-temporary impairment on securities
 
19,359

 
—

 
 
19,359

Portion of other-than-temporary impairment on securities recognized in other comprehensive income (loss), net of the reversal of other comprehensive loss into net income (loss)
 
(436
)
 
—

 
 
(436
)
Total impairment (reversal)
 
(5,664
)
 
 
 
 
(5,664
)
Net interest income (loss) after impairment/reversal
 
178,691

 
1,688

 
 
180,379

Other Revenues
 
 
 
 
 
 
—

Rental income
 
15,032

 
(15,032
)
 
 
—

Care and ancillary income
 
2,994

 
(2,994
)
 
 
—

Total other revenues
 
18,026

 
(18,026
)
 
 
—

Other Income (Loss)
 
 
 
 
 
 
—

Gain (loss) on settlement of investments, net
 
232,897

 
—

 
 
232,897

Gain (loss) on extinguishment of debt
 
24,085

 
—

 
 
24,085

Other income, net
 
5,312

 
82

 
 
5,394

Total other income
 
262,294

 
82

 
 
262,376

Expenses
 
 
 
 
 
 
—

Loan and security servicing expense
 
4,260

 
—

 
 
4,260

Property operating expenses
 
11,539

 
(11,539
)
 
 
—

General and administrative expenses
 
17,236

 
(5,997
)
(C)
 
11,239

Management fee to affiliate
 
24,693

 
(1,546
)
(D)
 
23,147

Depreciation and amortization expense
 
5,784

 
(5,784
)
 
 
—

Total expenses
 
63,512

 
(24,866
)
 
 
38,646

Income from continuing operations before income tax
 
395,499

 
8,610

 
 
404,109

Income tax expense
 
—

 
—

 
 
—

Income (loss) from continuing operations
 
395,499

 
8,610

 
 
404,109

Income (loss) from discontinued operations, net of tax
 
38,611

 
—

 
 
38,611

Net income
 
434,110

 
8,610

 
 
442,720

Preferred dividends
 
(5,580
)
 
—

 
 
(5,580
)
Net income attributable to noncontrolling interests
 
—

 
—

 
 
—

Income Applicable to Common Stockholders
 
$
428,530

 
$
8,610

 
 
$
437,140

Income Applicable to Common Stock, per share (E)
 
 
 
 
 
 
 
Basic
 
$
17.84

 
 
 
 
$
18.20

Diluted
 
$
17.64

 
 
 
 
$
17.99

Weighted Average Number of Shares of Common Stock Outstanding (E)
 
 
 
 
 
 
 
Basic
 
24,024,395

 
 
 
 
24,024,395

Diluted
 
24,294,402

 
 
 
 
24,294,402

A.
Represents Newcastle's historical consolidated statement of operations for the year ended December 31, 2012.
B.
Represents New Senior's results of operations for the year ended December 31, 2012.
C.
General and administrative expenses include acquisition and transaction expenses of $5,235 and general and administrative expense of $233, allocated by Newcastle for the year ended December 31, 2012.
D.
Represents property management fee of $1,082 paid to affiliates and management fee of $464 allocated pursuant to the Newcastle Management Agreement.
E.
Per share amounts and shares outstanding reflects the 1-for-3 reverse stock split, which was effective after the close of trading on August 18, 2014 and the 1-for-2 reverse stock split, which was effective after the close of trading on October 22, 2014.