Document



UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8‑K

CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)		May 8, 2017 (May 8, 2017)

Brookdale Senior Living Inc.

(Exact name of registrant as specified in its charter)



Delaware	001-32641	20-3068069
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)


111 Westwood Place, Suite 400, Brentwood, Tennessee		37027
(Address of principal executive offices)		(Zip Code)



Registrant's telephone number, including area code		(615) 221-2250



(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 - Financial Information

Item 2.02 Results of Operations and Financial Condition.

On May 8, 2017, Brookdale Senior Living Inc. (the "Company") issued a press release announcing its first quarter 2017 financial results and announcing a conference call to review these results. A copy of the press release is furnished herewith as Exhibit 99.1.

Supplemental information related to the Company's first quarter 2017 results is furnished herewith as Exhibit 99.2.

The information furnished pursuant to this Current Report on Form 8-K (including the exhibits hereto) shall not be considered "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, unless the Company expressly sets forth by specific reference in such filing that such information is to be considered "filed" or incorporated by reference therein.

Section 7 - Regulation FD

Item 7.01 Regulation FD Disclosure.

The information set forth in Item 2.02 of this report is incorporated herein by reference.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.



(d)		Exhibits

99.1		Press Release dated May 8, 2017

99.2		Supplemental Information

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



		BROOKDALE SENIOR LIVING INC.


Date:	May 8, 2017	By:	/s/ Chad C. White
		Name:	Chad C. White
		Title:	Senior Vice President, General Counsel and Secretary



Exhibit No.		Exhibit

99.1		Press Release dated May 8, 2017

99.2		Supplemental Information

Brookdale Announces First Quarter 2017 Results

FIRST QUARTER 2017 AND RECENT HIGHLIGHTS:

GAAP net loss increased to $126.4 million for the first quarter of 2017 compared to $48.8 million for the first quarter of 2016.

Adjusted EBITDA ⁽¹⁾ increased 8.5% to $198.3 million for the first quarter of 2017 compared to $182.7 million for the first quarter of 2016. Excluding transaction and strategic project costs of $7.7 million, Adjusted EBITDA for the first quarter of 2017 was $206.0 million.

First quarter 2017 net cash provided by operating activities decreased 5.1% from the first quarter of 2016, to $66.8 million.

Adjusted Free Cash Flow for the first quarter of 2017 increased $35.6 million to $63.4 million, compared to the first quarter of 2016. Brookdale's proportionate share of Adjusted Free Cash Flow of unconsolidated ventures for the first quarter of 2017 increased $0.2 million to $8.8 million, compared to the first quarter of 2016.

⁽¹⁾ Adjusted EBITDA and Adjusted Free Cash Flow are financial measures not calculated in accordance with GAAP. See "Reconciliation of Non-GAAP Financial Measures" below for the Company's definitions of its non-GAAP financial measures, reconciliations of such measures to their most comparable GAAP financial measures and other important information regarding the use of the Company's non-GAAP financial measures.

Nashville, Tenn. May 8, 2017 – Brookdale Senior Living Inc. (NYSE: BKD) ("Brookdale" or the "Company") announced results for the quarter ended March 31, 2017.

Andy Smith, Brookdale's President and CEO, said, "Our focused efforts on improving operational execution led to meaningful year over year growth in our first quarter Adjusted EBITDA and Adjusted Free Cash Flow. In spite of a highly competitive environment, we produced reasonable rate growth and strong expense control to achieve same community operating income growth in a seasonally weak occupancy quarter."

“We remain committed to creating shareholder value. Our previously announced review process remains ongoing. At the same time, we are continuing to pursue portfolio optimization opportunities, as evidenced by our recently closed venture with Blackstone. This transaction and potentially others will strengthen our financial position and add further to free cash flow.”

First Quarter Financial Results

Total revenue for the first quarter of 2017 was $1.22 billion compared to $1.26 billion for the prior year period. Resident fees were $1.0 billion for the first quarter of 2017, a decrease of 4.2% from the first quarter of 2016. The decrease in resident fees was primarily a result of disposition activity, through asset sales and lease terminations, since the beginning of the prior year period. First quarter monthly RevPAR ⁽²⁾ for the consolidated senior housing portfolio was $3,919, an increase of 1.4% from the first quarter of 2016, driven by a year-over-year increase in RevPOR ⁽²⁾ of 2.5% and a decrease in weighted average unit occupancy of 80 basis points. The sequential decline in weighted average unit occupancy was 70 basis points.

⁽²⁾ RevPAR, or average monthly senior housing resident fee revenues per available unit, is defined by the Company as resident fee revenues, excluding Brookdale Ancillary Services segment revenue and entrance fee amortization, for the corresponding portfolio for the period, divided by the weighted average number of available units in the corresponding portfolio for the period, divided by the number of months in the period. RevPOR, or average monthly senior housing resident fee revenues per occupied unit, is defined by the Company as resident fee revenues, excluding Brookdale Ancillary Services segment revenue and entrance fee amortization, for the corresponding portfolio for the period, divided by the weighted average number of occupied units in the corresponding portfolio for the period, divided by the number of months in the period.

Facility operating expenses for the first quarter of 2017 were $674.5 million, a decrease of 5.8% from the first quarter of 2016. Combined segment operating margin was 34.7% for the first quarter of 2017 versus 33.6% for the first quarter of 2016. The decrease in facility operating expenses was due to disposition activity, through asset sales and lease terminations, together with strong expense control.

GAAP net loss for the first quarter of 2017 was $126.4 million, versus a net loss of $48.8 million for the first quarter of 2016. The increase in the GAAP net loss for the first quarter of 2017 was primarily due to $20.7 million of impairment charges (mostly related to the transaction with Blackstone) and an additional $96.8 million charge to the Company's valuation allowances against its federal and state net operating tax loss carryforwards and tax credits (also primarily related to the transaction with Blackstone).

Net cash provided by operating activities for the first quarter of 2017 was $66.8 million, a decrease of $3.6 million, or 5.1%, compared with the first quarter of 2016, also driven primarily by disposition activity.

Weighted average shares outstanding were 185.7 million for the first quarter of 2017 compared with weighted average shares outstanding of 185.2 million for the prior year quarter.

Non-GAAP Financial Measures

Adjusted EBITDA and Adjusted Free Cash Flow are financial measures that are not calculated in accordance with GAAP. The Company strongly urges you to review the information under "Reconciliation of Non-GAAP Financial Measures" below for the Company's definitions of each of these non-GAAP financial measures, a detailed description of why the Company believes such measures are useful, the limitations of each measure, and a reconciliation of Adjusted EBITDA from the Company's net income (loss), a reconciliation of the Company's Adjusted Free Cash Flow from the Company's net cash provided by (used in) operating activities, and a reconciliation of the Company's proportionate share of Adjusted Free Cash Flow of unconsolidated ventures from such ventures' net cash provided by (used in) operating activities. The Company changed its definition and calculation of Adjusted EBITDA when it reported results for the second quarter of 2016. Prior period amounts of Adjusted EBITDA presented herein have been recast to conform to the new definition. See "Reconciliation of Non-GAAP Financial Measures" below for a description of such changes to the definition of Adjusted EBITDA.

Adjusted EBITDA increased 8.5% to $198.3 million in the first quarter of 2017, compared to $182.7 million for the first quarter of 2016. Adjusted EBITDA, excluding integration, transaction, transaction-related and strategic projects costs increased $3.3 million to $206.0 million in the first quarter of 2017, compared to $202.7 million for the first quarter of 2016.

The Company's Adjusted Free Cash Flow for the first quarter of 2017 increased $35.6 million to $63.4 million compared to $27.9 million for the first quarter of 2016. The Company's proportionate share of Adjusted Free Cash Flow of unconsolidated ventures was $8.8 million for the first quarter of 2017 compared with $8.5 million for the prior year period.

Operating Activities

The Company reports information on five segments. Three segments (Retirement Centers, Assisted Living and CCRCs – Rental) constitute the Company's consolidated senior housing portfolio. The Ancillary Services segment includes the Company's outpatient therapy, home health and hospice services. The Management Services segment includes the services provided to unconsolidated communities that are operated under management agreements.

Revenue for the consolidated senior housing portfolio was $905.0 million for the first quarter of 2017, a decrease of 3.6% from the first quarter of 2016. Facility operating expenses were $578.2 million for the first quarter of 2017, a decrease of 4.9% from the first quarter of 2016. Operating income for the consolidated senior housing portfolio decreased by 1.2% from the first quarter of 2016, to $326.8 million for the first quarter of 2017. The decreases in resident fees and operating expenses during the three months ended March 31, 2017 were primarily due to disposition activity, through asset sales and lease terminations, of 121 communities (10,018 units) since the beginning of the prior year period.

Same community revenue for the consolidated senior housing portfolio for the three months ended March 31, 2017 increased 0.8% over the corresponding period in 2016. Same community RevPAR increased 0.8% in the first quarter of 2017 from the first quarter of 2016, driven by an increase in same community RevPOR of 2.0% and a decline in weighted average unit occupancy of 100 basis points. Consolidated same community facility operating expenses for the first quarter of 2017 increased by 0.1% over the first quarter of 2016, evidencing strong cost controls. As a result, same community operating income for the

consolidated senior housing portfolio for the first quarter of 2017 increased by 2.0% from the first quarter of 2016, to $298.0 million.

Brookdale Ancillary Services

During the quarter, the ancillary services margin improved due to the reduction of outpatient therapy clinics in the fourth quarter of 2016. While revenue for the Company's ancillary services segment decreased $10.2 million, or 8.4%, to $112.0 million for the first quarter of 2017 versus the prior year first quarter, facility operating expenses for the first quarter of 2017 decreased $11.3 million, or 10.5%, over the first quarter of 2016. As a result, ancillary services operating income for the first quarter of 2017 was $15.6 million, an increase of 7.7% versus the first quarter of 2016, with operating margin increasing to 14.0% from an 11.9% margin for the first quarter of 2016.

Total liquidity for the Company was $426.7 million at March 31, 2017, an increase of $124.8 million from March 31, 2016. Liquidity at March 31, 2017 included $59.2 million of unrestricted cash and cash equivalents and $367.5 million of availability on the Company's secured credit facility and was reduced by the Company's contribution of $179.2 million in connection with the formation of the new venture with Blackstone on March 29, 2017.

Portfolio Optimization Activities

The Company continues to actively explore opportunities to optimize its portfolio through disposing of owned and leased communities and restructuring leases in order to simplify and streamline its business, to increase the quality and durability of cash flow, and to reduce debt and lease leverage.

Dispositions of Owned Communities/Termination of Leases

The Company began the first quarter of 2017 with 16 communities (1,423 units) classified as assets held for sale with a carrying value totaling $97.8 million, and $60.5 million of associated mortgage debt was included in the current portion of the Company's long-term debt. During the first quarter of 2017, the Company completed the disposition of one of these communities (75 units), and entered into an agreement to sell an additional community (160 units).

As of March 31, 2017, 16 communities (1,508 units) were classified as assets held for sale with a carrying value of $106.3 million, and $60.5 million of associated mortgage debt, which is included in the current portion of long-term debt. The closings of the sales of the 16 remaining communities held for sale are subject to receipt of regulatory approvals and satisfaction of other customary closing conditions, and are expected to occur in 2017; however, there can be no assurance that the transactions will close or, if they do, when the actual closings will occur.

During the quarter, the Company terminated the lease on a 94 unit assisted living community as part of a previously disclosed agreement with HCP, Inc. Pursuant to that agreement, the Company continues to expect to terminate the leases on an additional 25 communities during 2017. In addition, during the quarter the Company entered into an agreement to terminate the lease on one unrelated community (466 units), which is expected to occur in the second quarter.

Blackstone Transaction

During the quarter, the Company and affiliates of Blackstone Real Estate Advisors VIII L.P. (collectively, "Blackstone") entered into a venture, which acquired 64 senior housing communities for a purchase price of $1.1 billion. The Company had previously leased the 64 communities under long-term lease agreements with a remaining average lease term of approximately 12 years. The Company contributed a total of $179.2 million in cash to purchase a 15% equity interest, terminate leases for 62 communities, and fund its share of closing costs. As of the formation date, the Company began managing 60 of the communities on behalf of the venture and continued to operate two of the communities under lease agreements. Upon satisfaction of certain regulatory and other conditions, those two leases will terminate and the communities will be managed by the Company.

Based on results year-to-date, the Company reiterates its full year 2017 guidance as follows:

Adjusted EBITDA, excluding transaction and strategic project costs in the range of $670 million to $710 million.

Adjusted Free Cash Flow in the range of $140 million to $170 million.

The Company's proportionate share of Adjusted Free Cash Flow of unconsolidated ventures in the range of $25 million to $35 million.

The foregoing guidance excludes the potential impact of any future acquisition, disposition, portfolio optimization activity or refinancing, including debt modification costs, other than the pending portfolio optimization transactions described above. Reconciliations of the non-GAAP financial measures included in the foregoing guidance to the most comparable GAAP financial measures are not available without unreasonable effort due to the inherent difficulty in forecasting the timing or amounts of items required to reconcile Adjusted EBITDA, Adjusted Free Cash Flow and the Company's proportionate share of Adjusted Free Cash Flow of unconsolidated ventures from the Company's net income (loss), the Company's net cash provided by (used in) operating activities and the unconsolidated ventures' net cash provided by (used in) operating activities, as applicable. Variability in the timing or amounts of items required to reconcile each measure may have a significant impact on the Company's future GAAP results.

Supplemental Information

The Company will post on the Investor Relations section of the Company's website at www.brookdale.com supplemental information relating to the Company's first quarter 2017 results. This information will also be furnished in a Form 8-K to be filed with the SEC. An updated Investor Presentation also will be posted.

Earnings Conference Call

Brookdale's management will conduct a conference call to review the financial results of its first quarter ended March 31, 2017 on Tuesday, May 9, 2017 at 10:00 AM ET. The conference call can be accessed by dialing (866) 900-2996 (from within the U.S.) or (706) 643-2685 (from outside of the U.S.) ten minutes prior to the scheduled start and referencing the "Brookdale Senior Living First Quarter Earnings Call."

A webcast of the conference call will be available to the public on a listen-only basis at www.brookdale.com. Please allow extra time prior to the call to visit the site and download the necessary software required to listen to the internet broadcast. A replay of the webcast will be available through the website for three months following the call.

For those who cannot listen to the live call, a replay will be available until 11:59 PM ET on May 22, 2017 by dialing (855) 859-2056 (from within the U.S.) or (404) 537-3406 (from outside of the U.S.) and referencing access code "13556893". A copy of this earnings release is posted on the Investor Relations page of the Brookdale website ( www.brookdale.com).

About Brookdale Senior Living

Brookdale Senior Living Inc. is the leading operator of senior living communities throughout the United States. The Company is committed to providing senior living solutions primarily within properties that are designed, purpose-built and operated to provide the highest-quality service, care and living accommodations for residents. Brookdale operates independent living, assisted living, and dementia-care communities and continuing care retirement centers, with approximately 1,052 communities in 47 states and the ability to serve approximately 103,000 residents as of March 31, 2017. Through its ancillary services program, the Company also offers a range of outpatient therapy, home health and hospice services. Brookdale's stock is traded on the New York Stock Exchange under the ticker symbol BKD.

Certain statements in this press release and the associated earnings conference call may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Those forward-looking statements are subject to various risks and uncertainties and include all statements that are not historical statements of fact and those regarding our intent, belief or expectations, including, but not limited to, statements relating to the creation and enhancement of shareholder value, our strategy, our operational, sales, marketing and branding initiatives, our portfolio optimization and growth initiatives and our expectations regarding their effect on our results; our expectations regarding the economy, the senior living industry, senior housing construction, supply and competition, occupancy and pricing and the demand for senior housing; our expectations regarding our revenue, cash flow, operating income, expenses, capital expenditures, including expected levels and reimbursements and the timing thereof, development, expansion, renovation, redevelopment and repositioning opportunities, including Program Max opportunities, and their projected costs, cost savings and synergies, and our liquidity and leverage; our plans and expectations with respect to disposition, lease restructuring, financing, re-financing and venture transactions and opportunities (including assets currently held for sale and the pending transactions with HCP, Inc.), including

the timing thereof and their effects on our results; our expectations regarding taxes, capital deployment and returns on invested capital, Adjusted EBITDA and Adjusted Free Cash Flow (as those terms are defined herein); our expectations regarding returns to shareholders, our share repurchase program and the payment of dividends; our ability to secure financing or repay, replace or extend existing debt at or prior to maturity; our ability to remain in compliance with all of our debt and lease agreements (including the financial covenants contained therein); our expectations regarding changes in government reimbursement programs and their effect on our results; our plans to expand our offering of ancillary services (therapy, home health and hospice); our plans to acquire additional operating companies, senior housing communities and ancillary services companies (including home health agencies); and our ability to anticipate, manage and address industry trends and their effect on our business. Forward-looking statements are generally identifiable by use of forward-looking terminology such as "may," "will," "should," "could," "would," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "estimate," "overestimate," "underestimate," "believe," "project," "predict," "continue," "plan," "target" or other similar words or expressions. Although we believe that expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and actual results and performance could differ materially from those projected. Factors which could have a material adverse effect on our operations and future prospects or which could cause events or circumstances to differ from the forward-looking statements include, but are not limited to, the risk associated with the current global economic situation and its impact upon capital markets and liquidity; changes in governmental reimbursement programs; the risk of overbuilding and new supply; our inability to extend (or refinance) debt (including our credit and letter of credit facilities and our outstanding convertible notes) as it matures; the risk that we may not be able to satisfy the conditions precedent to exercising the extension options associated with certain of our debt agreements; events which adversely affect the ability of seniors to afford our monthly resident fees or entrance fees; the conditions of housing markets in certain geographic areas; our ability to generate sufficient cash flow to cover required interest and long-term lease payments; the effect of our indebtedness and long-term leases on our liquidity; the risk of loss of property pursuant to our mortgage debt and long-term lease obligations; the possibilities that changes in the capital markets, including changes in interest rates and/or credit spreads, or other factors could make financing more expensive or unavailable to us; our determination from time to time to purchase any shares under our share repurchase program; our ability to fund any repurchases; our ability to effectively manage our growth; our ability to maintain consistent quality control; delays in obtaining regulatory approvals; the risk that we may not be able to expand, redevelop and reposition our communities in accordance with our plans; our ability to complete acquisition, disposition, lease restructuring, financing, re-financing and venture transactions (including assets currently held for sale and the pending transactions with HCP, Inc.) on agreed upon terms or at all, including in respect of the satisfaction of closing conditions, the risk that regulatory approvals are not obtained or are subject to unanticipated conditions, and uncertainties as to the timing of closing; our ability to successfully integrate acquisitions; competition for the acquisition of assets; our ability to obtain additional capital on terms acceptable to us; a decrease in the overall demand for senior housing; our vulnerability to economic downturns; acts of nature in certain geographic areas; terminations of our resident agreements and vacancies in the living spaces we lease; early terminations or non-renewal of management agreements; increased competition for skilled personnel; increased wage pressure and union activity; departure of our key officers; increases in market interest rates; environmental contamination at any of our communities; failure to comply with existing environmental laws; an adverse determination or resolution of complaints filed against us; the cost and difficulty of complying with increasing and evolving regulation; as well as other risks detailed from time to time in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in such SEC filings. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect our management's views as of the date of this press release and/or associated earnings conference call. We cannot guarantee future results, levels of activity, performance or achievements, and we expressly disclaim any obligation to release publicly any updates or revisions to any of these forward-looking statements to reflect any change in our expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.

Condensed Consolidated Statements of Operations

(in thousands, except per share data)



	Three Months Ended March 31,
	2017			2016
Revenue
Resident fees	$	1,016,927		$	1,061,148
Management fees	15,894			16,780
Reimbursed costs incurred on behalf of managed communities	183,945			185,228
Total revenue	1,216,766			1,263,156

Expense
Facility operating expense (excluding depreciation and amortization of $114,879 and $114,103, respectively)	674,542			715,902
General and administrative expense (including non-cash stock-based compensation expense of $7,774 and $9,769, respectively)	65,560			92,621
Transaction costs	7,593			850
Facility lease expense	88,807			96,689
Depreciation and amortization	127,487			127,137
Asset impairment	20,706			3,375
Costs incurred on behalf of managed communities	183,945			185,228
Total operating expense	1,168,640			1,221,802
Income from operations	48,126			41,354

Interest income	631			702
Interest expense:
Debt	(40,573		)	(43,990		)
Capital and financing lease obligations	(49,859		)	(50,579		)
Amortization of deferred financing costs and debt premium (discount)	(2,591		)	(2,310		)
Change in fair value of derivatives	(46		)	(24		)
Debt modification and extinguishment costs	(61		)	(1,110		)
Equity in earnings of unconsolidated ventures	981			1,018
(Loss) gain on sale of assets, net	(603		)	2,749
Other non-operating income	1,662			5,038
Income (loss) before income taxes	(42,333		)	(47,152		)
Provision for income taxes	(84,028		)	(1,665		)
Net income (loss)	(126,361		)	(48,817		)
Net (income) loss attributable to noncontrolling interest	57			42
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders	$	(126,304	)	$	(48,775	)

Basic and diluted net income (loss) per share attributable to Brookdale Senior Living Inc. common stockholders	$	(0.68	)	$	(0.26	)

Weighted average shares used in computing basic and diluted net income (loss) per share	185,689			185,153

Condensed Consolidated Balance Sheets



	March 31, 2017			December 31, 2016
Cash and cash equivalents	$	59,237		$	216,397
Cash and escrow deposits – restricted	30,070			32,864
Accounts receivable, net	138,149			141,705
Assets held for sale	106,344			97,843
Prepaid expenses and other current assets, net	139,917			130,695
Total current assets	473,717			619,504
Property, plant and equipment and leasehold intangibles, net	6,512,179			7,379,305
Other assets, net	1,252,192			1,218,878
Total assets	$	8,238,088		$	9,217,687

Current liabilities	$	706,328		$	731,142
Long-term debt, less current portion	3,389,339			3,413,998
Capital and financing lease obligations, less current portion	1,544,316			2,415,914
Other liabilities	643,473			578,901
Total liabilities	6,283,456			7,139,955
Total Brookdale Senior Living Inc. stockholders' equity	1,954,939			2,077,982
Noncontrolling interest	(307		)	(250		)
Total equity	1,954,632			2,077,732
Total liabilities and equity	$	8,238,088		$	9,217,687

Condensed Consolidated Statements of Cash Flows



	Three Months Ended March 31,
	2017			2016
Cash Flows from Operating Activities
Net income (loss)	$	(126,361	)	$	(48,817	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Loss on extinguishment of debt, net	54			139
Depreciation and amortization, net	130,078			129,447
Asset impairment	20,706			3,375
Equity in earnings of unconsolidated ventures	(981		)	(1,018		)
Distributions from unconsolidated ventures from cumulative share of net earnings	439			—
Amortization of deferred gain	(1,093		)	(1,093		)
Amortization of entrance fees	(1,198		)	(926		)
Proceeds from deferred entrance fee revenue	1,927			3,087
Deferred income tax provision	83,310			934
Change in deferred lease liability	(3,007		)	3,935
Change in fair value of derivatives	46			24
Loss (gain) on sale of assets, net	603			(2,749		)
Non-cash stock-based compensation	7,774			9,769
Non-cash interest expense on financing lease obligations	6,156			6,439
Amortization of (above) below market lease, net	(1,697		)	(1,733		)
Other	(1,398		)	(2,330		)
Changes in operating assets and liabilities:
Accounts receivable, net	3,556			(2,738		)
Prepaid expenses and other assets, net	(8,630		)	(36,554		)
Accounts payable and accrued expenses	(51,627		)	(1,388		)
Tenant refundable fees and security deposits	(297		)	(226		)
Deferred revenue	8,406			12,766
Net cash provided by operating activities	66,766			70,343
Cash Flows from Investing Activities
Increase in lease security deposits and lease acquisition deposits, net	(420		)	(1,210		)
(Increase) decrease in cash and escrow deposits — restricted	(629		)	72
Additions to property, plant and equipment and leasehold intangibles, net	(48,928		)	(108,510		)
Acquisition of assets, net of related payables and cash received	—			(12,157		)
Investment in unconsolidated ventures	(185,971		)	(2,365		)
Distributions received from unconsolidated ventures	1,807			1,724
Proceeds from sale of assets, net	31,675			45,584
Property insurance proceeds	1,398			2,330
Other	696			84
Net cash used in investing activities	(200,372		)	(74,448		)
Cash Flows from Financing Activities
Proceeds from debt	34,455			177,370
Repayment of debt and capital and financing lease obligations	(52,273		)	(84,016		)



Proceeds from line of credit	—			448,500
Repayment of line of credit	—			(548,500		)
Payment of financing costs, net of related payables	(321		)	(818		)
Proceeds from refundable entrance fees, net of refunds	(902		)	(593		)
Payment on lease termination	—			(4,625		)
Payments of employee taxes for withheld shares	(5,112		)	(965		)
Other	599			585
Net cash used in financing activities	(23,554		)	(13,062		)
Net decrease in cash and cash equivalents	(157,160		)	(17,167		)
Cash and cash equivalents at beginning of period	216,397			88,029
Cash and cash equivalents at end of period	$	59,237		$	70,862

Reconciliation of Non-GAAP Financial Measures

This earnings release contains financial measures utilized by management to evaluate our operating performance and liquidity that are not calculated in accordance with U.S. generally accepted accounting principles ("GAAP"). Each of these measures, Adjusted EBITDA and Adjusted Free Cash Flow should not be considered in isolation from or as superior to or as a substitute for net income (loss), income (loss) from operations, net cash provided by (used in) operating activities, or other financial measures determined in accordance with GAAP. We use these non-GAAP financial measures to supplement our GAAP results in order to provide a more complete understanding of the factors and trends affecting our business. We strongly urge you to review the reconciliations of Adjusted EBITDA from the Company's net income (loss), the Company's Adjusted Free Cash Flow from the Company's net cash provided by (used in) operating activities, and the Company's proportionate share of Adjusted Free Cash Flow of unconsolidated ventures from such ventures' net cash provided by (used in) operating activities, along with our consolidated financial statements included herein. We also strongly urge you not to rely on any single financial measure to evaluate our business. We caution investors that amounts presented in accordance with our definitions of Adjusted EBITDA and Adjusted Free Cash Flow may not be comparable to similar measures disclosed by other companies, because not all companies calculate these non-GAAP measures in the same manner.

We changed our definition and calculation of Adjusted EBITDA when we reported results for the second quarter of 2016. Prior period amounts of Adjusted EBITDA presented herein have been recast to conform to the new definition. The current definition of Adjusted EBITDA reflects the removal of the following adjustments to our net income (loss) that were used in the former definition: the addition of our proportionate share of Cash From Facility Operations of unconsolidated ventures and our entrance fee receipts, net of refunds, and the subtraction of our amortization of entrance fees.

We define Adjusted EBITDA as net income (loss) before: provision (benefit) for income taxes; non-operating (income) expense items; depreciation and amortization (including non-cash impairment charges); (gain) loss on sale or acquisition of communities (including gain (loss) on facility lease termination); straight-line lease expense (income), net of amortization of (above) below market rents; amortization of deferred gain; non-cash stock-based compensation expense; and change in future service obligation.

We use Adjusted EBITDA to assess our overall operating performance. We believe this non-GAAP measure, as we have defined it, is helpful in identifying trends in our day-to-day performance because the items excluded have little or no significance on our day-to-day operations. This measure provides an assessment of controllable expenses and affords management the ability to make decisions which are expected to facilitate meeting current operating goals as well as achieve optimal operating performance. It provides an indicator for management to determine if adjustments to current spending decisions are needed.

Adjusted EBITDA provides us with a measure of operating performance, independent of items that are beyond the control of management in the short-term, such as the change in the liability for the obligation to provide future services under existing lifecare contracts, depreciation and amortization (including non-cash impairment charges), straight-line lease expense (income), taxation and interest expense associated with our capital structure. This metric measures our operating performance based on operational factors that management can impact in the short-term, namely revenues and the cost structure or expenses of the organization. Adjusted EBITDA is one of the metrics used by senior management and the board of directors to review the operating performance of the business on a regular basis. We believe that Adjusted EBITDA is also used by research analysts and investors to evaluate the performance of and value companies in our industry.

Adjusted EBITDA has limitations as an analytical tool. Material limitations in making the adjustments to our net income (loss) to calculate Adjusted EBITDA, and using this non-GAAP financial measure as compared to GAAP net income (loss), include:

the cash portion of interest expense, income tax (benefit) provision and non-recurring charges related to gain (loss) on sale of communities (or facility lease termination) and extinguishment of debt activities generally represent charges (gains), which may significantly affect our operating results; and

depreciation and amortization and asset impairment represent the wear and tear and/or reduction in value of our communities and other assets, which affects the services we provide to residents and may be indicative of future needs for capital expenditures.

We believe Adjusted EBITDA is useful to investors in evaluating our operating performance because it is helpful in identifying trends in our day-to-day performance since the items excluded have little or no significance to our day-to-day operations and it provides an assessment of our revenue and expense management.

The table below reconciles Adjusted EBITDA from net income (loss) for the three months ended March 31, 2017 and March 31, 2016 (in thousands):



	Three Months Ended March 31,
	2017			2016
Net income (loss)	$	(126,361	)	$	(48,817	)
Provision for income taxes	84,028			1,665
Equity in earnings of unconsolidated ventures	(981		)	(1,018		)
Debt modification and extinguishment costs	61			1,110
(Loss) gain on sale of assets, net	603			(2,749		)
Other non-operating income	(1,662		)	(5,038		)
Interest expense	93,069			96,903
Interest income	(631		)	(702		)
Income from operations	48,126			41,354
Depreciation and amortization	127,487			127,137
Asset impairment	20,706			3,375
Straight-line lease expense (income)	(3,007		)	3,935
Amortization of (above) below market lease, net	(1,697		)	(1,733		)
Amortization of deferred gain	(1,093		)	(1,093		)
Non-cash stock-based compensation	7,774			9,769
Adjusted EBITDA	$	198,296		$	182,744

For the three months ended March 31, 2017, the calculation of Adjusted EBITDA includes $7.6 million and $0.2 million of transaction and strategic project costs, respectively. For the three months ended March 31, 2016, the calculation of Adjusted EBITDA includes $10.0 million, $0.9 million and $9.1 million of integration, transaction and transaction-related and strategic project costs, respectively. Integration costs include transition costs associated with the Emeritus merger and organizational restructuring (such as severance and retention payments and recruiting expenses), third party consulting expenses directly related to the integration of Emeritus (in areas such as cost savings and synergy realization, branding and technology and systems work), and internal costs such as training, travel and labor, reflecting time spent by Company personnel on integration activities and projects. Transaction and transaction-related costs include third party costs directly related to the acquisition of Emeritus, other acquisition and disposition activity, community financing and leasing activity and corporate capital structure assessment activities (including shareholder relations advisory matters), and are primarily comprised of legal, finance, consulting, professional fees and other third party costs. Strategic project costs include costs associated with certain strategic projects related to refining the Company's strategy, building out enterprise-wide capabilities for the post-merger platform (including the EMR roll-out project) and reducing costs and achieving synergies by capitalizing on scale.

Adjusted Free Cash Flow

We define Adjusted Free Cash Flow as net cash provided by (used in) operating activities before: changes in operating assets and liabilities; gain (loss) on facility lease termination; and distributions from unconsolidated ventures from cumulative share of net earnings; plus: proceeds from refundable entrance fees, net of refunds; and property insurance proceeds; less: lease financing debt amortization and Non-Development CapEx. Non-Development CapEx is comprised of corporate and community-level capital expenditures, including those related to maintenance, renovations, upgrades and other major building infrastructure projects for our communities. Non-Development CapEx does not include capital expenditures for community expansions and major community redevelopment and repositioning projects, including our Program Max initiative, and the development of new communities. Amounts of Non-Development CapEx are presented net of lessor reimbursements received or anticipated to be received in the calculation of Adjusted Free Cash Flow.

Our proportionate share of Adjusted Free Cash Flow of unconsolidated ventures is calculated based on our equity ownership percentage and in a manner consistent with the definition of Adjusted Free Cash Flow for our consolidated entities. Our

investments in our unconsolidated ventures are accounted for under the equity method of accounting and, therefore, our proportionate share of Adjusted Free Cash Flow of unconsolidated ventures does not represent cash available to our consolidated business except to the extent it is distributed to us.

We use Adjusted Free Cash Flow to assess our overall liquidity. This measure provides an assessment of controllable expenses and affords management the ability to make decisions which are expected to facilitate meeting current financial and liquidity goals as well as to achieve optimal financial performance. It provides an indicator for management to determine if adjustments to current spending decisions are needed. Adjusted Free Cash Flow measures our liquidity based on operational factors that management can impact in the short-term, namely the cost structure or expenses of the organization. Adjusted Free Cash Flow is one of the metrics used by our senior management and board of directors (i) to review our ability to service our outstanding indebtedness, including our credit facilities, (ii) to review our ability to pay dividends to stockholders or engage in share repurchases, (iii) to review our ability to make capital expenditures, (iv) for other corporate planning purposes and/or (v) in making compensation determinations for certain of our associates (including our named executive officers).

Adjusted Free Cash Flow has limitations as an analytical tool. Material limitations in making the adjustments to our net cash

provided by (used in) operating activities to calculate Adjusted Free Cash Flow, and using this non-GAAP financial measure as compared to GAAP net cash provided by (used in) operating activities, include:

Adjusted Free Cash Flow does not represent cash available for dividends or discretionary expenditures, since we have mandatory debt service requirements and other non-discretionary expenditures not reflected in this measure; and

the cash portion of non-recurring charges related to gain (loss) on lease termination and extinguishment of debt activities generally represent charges (gains), which may significantly affect our financial results.

In addition, our proportionate share of Adjusted Free Cash Flow of unconsolidated ventures has limitations as an analytical tool because such measure does not represent cash available directly for use by our consolidated business except to the extent actually distributed to us, and we do not have control, or we share control in determining, the timing and amount of distributions from our unconsolidated ventures and, therefore, we may never receive such cash.

We believe Adjusted Free Cash Flow is useful to investors because it assists their ability to meaningfully evaluate (1) our ability to service our outstanding indebtedness, including our credit facilities and capital and financing leases, (2) our ability to pay dividends to stockholders or engage in share repurchases, (3) our ability to make capital expenditures, and (4) the underlying value of our assets, including our interests in real estate.

We believe presentation of our proportionate share of Adjusted Free Cash Flow of unconsolidated ventures is useful to investors since such measure reflects the cash generated by the operating activities of the unconsolidated ventures for the reporting period and, to the extent such cash is not distributed to us, it generally represents cash used or to be used by the ventures for the repayment of debt, investing in expansions or acquisitions, reserve requirements, or other corporate uses by such ventures, and such uses reduce our potential need to make capital contributions to the ventures of our proportionate share of cash needed for such items.

The table below reconciles the Company's Adjusted Free Cash Flow from our net cash provided by (used in) operating activities for the three months ended March 31, 2017 and March 31, 2016 (in thousands):



	Three Months Ended March 31,
	2017			2016
Net cash provided by operating activities	$	66,766		$	70,343
Net cash used in investing activities	(200,372		)	(74,448		)
Net cash used in financing activities	(23,554		)	(13,062		)
Net decrease in cash and cash equivalents	$	(157,160	)	$	(17,167	)

Net cash provided by operating activities	$	66,766		$	70,343
Changes in operating assets and liabilities	48,592			28,140
Proceeds from refundable entrance fees, net of refunds	(902		)	(593		)
Lease financing debt amortization	(17,248		)	(15,302		)
Distributions from unconsolidated ventures from cumulative share of net earnings	(439		)	—
Non-development capital expenditures, net	(34,722		)	(57,034		)
Property insurance proceeds	1,398			2,330
Adjusted Free Cash Flow	$	63,445		$	27,884

For the three months ended March 31, 2017, the calculation of Adjusted Free Cash Flow includes $7.6 million and $0.2 million of transaction and strategic project costs, respectively. For the three months ended March 31, 2016, the calculation of Adjusted Free Cash Flow includes $10.0 million, $1.8 million and $9.1 million of integration costs, transaction and transaction-related costs and strategic project costs, respectively (including $1.0 million of debt modification costs excluded from Adjusted EBITDA). Integration costs include transition costs associated with the Emeritus merger and organizational restructuring (such as severance and retention payments and recruiting expenses), third party consulting expenses directly related to the integration of Emeritus (in areas such as cost savings and synergy realization, branding and technology and systems work), and internal costs such as training, travel and labor, reflecting time spent by Company personnel on integration activities and projects. Transaction and transaction-related costs include third party costs directly related to the acquisition of Emeritus, other acquisition and disposition activity, community financing and leasing activity and corporate capital structure assessment activities (including shareholder relations advisory matters), and are primarily comprised of legal, finance, consulting, professional fees and other third party costs. Strategic project costs include costs associated with certain strategic projects related to refining the Company's strategy, building out enterprise-wide capabilities for the post-merger platform (including the EMR roll-out project) and reducing costs and achieving synergies by capitalizing on scale.

The table below reconciles the Company's proportionate share of Adjusted Free Cash Flow of unconsolidated ventures from net cash provided by (used in) operating activities of such unconsolidated ventures for the three months ended March 31, 2017 and March 31, 2016 (in thousands). For purposes of this presentation, amounts for each line item represent the aggregate amounts of such line items for all of our unconsolidated ventures.



	Three Months Ended March 31,
	2017			2016
Net cash provided by operating activities	$	59,924		$	54,593
Net cash used in investing activities	(1,150,080		)	(37,924		)
Net cash provided by (used in) financing activities	1,145,059			(5,851		)
Net increase in cash and cash equivalents	$	54,903		$	10,818

Net cash provided by operating activities	$	59,924		$	54,593
Changes in operating assets and liabilities	2,086			(2,320		)
Proceeds from refundable entrance fees, net of refunds	(4,365		)	(2,099		)
Non-development capital expenditures, net	(17,027		)	(21,805		)
Property Insurance Proceeds	393			—
Adjusted Free Cash Flow of unconsolidated ventures	$	41,011		$	28,369

Brookdale weighted average ownership percentage	21.3		%	30.0		%

Brookdale's proportionate share of Adjusted Free Cash Flow of unconsolidated ventures	$	8,750		$	8,505



Contact:
Brookdale Senior Living Inc.
Investors:	Ross Roadman (615) 564-8104
	rroadman@brookdale.com

Supplemental Information 1st Quarter 2017 Exhibit 99.2

2 Financial Overview 3 Segment Overview 7 Senior Housing 8 Ancillary Services 13 G&A Expense & Transaction Costs 14 Capital Expenditures 15 Cash Lease Payments 16 Unconsolidated Ventures 17 Debt & Liquidity 18 Net Asset Value Elements 20 Definitions 21 Appendix: Consolidated Statements of Cash Flows 24 Non-GAAP Financial Measures 25 Table of Contents

3 (1) Brookdale’s weighted average unit ownership percentage is 22.9%. Important Note Regarding Non-GAAP Financial Measures. Adjusted EBITDA, Adjusted Free Cash Flow, Brookdale's Proportionate Share of Adjusted EBITDA of Unconsolidated Ventures and Brookdale’s Proportionate Share of Adjusted Free Cash Flow of Unconsolidated Ventures are financial measures that are not calculated in accordance with U.S. generally accepted accounting principles (GAAP). See the definitions of such measures under “Definitions” below and important information regarding such measures, including reconciliations to the most comparable GAAP financial measures, under “Non-GAAP Financial Measures” below. ($ in 000s, except Total RevPAR) FY 2016 FY 2017 YoY Q1 Q2 Q3 Q4 Q1 Q1 Resident fee and management fee revenue $ 1,077,928 $ 1,072,754 $ 1,058,363 $ 1,030,338 $ 1,032,821 (4.2)% Net income (loss) $ (48,817) $ (35,491) $ (51,728) $ (268,600) $ (126,361) 158.8 % Net cash provided by operating activities $ 70,343 $ 107,496 $ 99,442 $ 88,451 $ 66,766 (5.1)% Adjusted EBITDA $ 182,744 $ 201,478 $ 202,343 $ 184,198 $ 198,296 8.5 % Adjusted Free Cash Flow $ 27,884 $ 44,886 $ 47,829 $ 33,156 $ 63,445 127.5 % Brookdale's Proportionate Share of Adjusted EBITDA of Unconsolidated Ventures $ 17,004 $ 16,425 $ 15,353 $ 17,989 $ 17,126 0.7 % Brookdale's Proportionate Share of Adjusted Free Cash Flow of Unconsolidated Ventures $ 8,505 $ 9,860 $ 7,502 $ 6,763 $ 8,750 2.9 % Total RevPAR $ 4,366 $ 4,352 $ 4,337 $ 4,310 $ 4,405 0.9 % Q1 2017 weighted average unit occupancy Community % of Period End Occupancy Band Count Communities Greater than 95% 232 22% 90% < 95% 228 22% 85% < 90% 179 17% 80% < 85% 136 13% Less than 80% 277 26% Total 1,052 Consolidated Portfolio Average Asset Age ~21 years Managed - 3rd Party: 1,070 Managed- Venture : 30,665 Owned: 33,165 Leased: 38,170 103,070 period end number of units Managed - 3rd Party: 9 Managed- Venture: 205 Owned: 362 Leased: 476 1,052 periodend number of communities Overview (1) As of March 31, 2017

4 Segment Overview (1) Senior Housing Segments Re venue (2 ) Segme nt O pe ra ting In come (3 ) (1) Brookdale’s five segments are Retirement Centers, Assisted Living, CCRCs–Rental (which combined are referred to as Senior Housing), Ancillary Services and Management Services. (2) Percentage of revenue is based on Q1 2017 resident fee and management fee revenue. (3) Percentage of segment operating income is based on Q1 2017 results. Brookdale Ancillary Services 11% Management Services 1% Senior Housing 88% Brookdale Ancillary Services 4% Management Services 5% Senior Housing 91% CCRCs - Rental 16% Retirement Centers 19% Assisted Living 65% CCRCs Rental 11% Retirement Centers 23% Assisted Living 66% Consolidated Portfolio Overview

5 (1) Primarily consists of proceeds from property insurance, cash paid for debt modification and extinguishment costs, cash paid for state income taxes, and cash proceeds from litigation insurance. (All amounts in 000s) FY 2016 FY 2017 YoY Q1 Q2 Q3 Q4 Q1 Q1 Resident fee and management fee revenue $ 1,077,928 $ 1,072,754 $ 1,058,363 $ 1,030,338 $1,032,821 Less: Facility operating expenses (715,902) (693,103) (704,221) (686,176) (674,542) Combined Segment Operating Income 362,026 379,651 354,142 344,162 358,279 (1.0)% Less: G&A expense (including non-cash stock-based compensation expense) (92,621) (90,695) (63,425) (66,668) (65,560) Add: Non-cash stock-based compensation expense 9,769 8,994 8,455 5,067 7,774 Less: Transaction costs (850) (441) (659) (2,040) (7,593) Less: Cash operating lease payments (see page 16) (95,580) (96,031) (96,170) (96,323) (94,604) Adjusted EBITDA 182,744 201,478 202,343 184,198 198,296 8.5 % Less: Interest expense, net (87,428) (87,008) (86,581) (85,594) (83,645) Less: Lease financing debt amortization (15,302) (15,532) (16,024) (16,409) (17,248) Add: Proceeds from entrance fees, net of refunds and amortization 1,568 3,352 2,389 1,575 (173) Add/Less: Other (1) 3,336 1,355 1,313 (1,251) 937 Less: Non-Development Capital Expenditures, net (see page 15) (57,034) (58,759) (55,611) (49,363) (34,722) Adjusted Free Cash Flow $ 27,884 $ 44,886 $ 47,829 $ 33,156 $ 63,445 127.5 % Brookdale's Proportionate Share of Unconsolidated Ventures' Adjusted EBITDA $ 17,004 $ 16,245 $ 15,353 $ 17,989 $ 17,126 0.7 % Adjusted Free Cash Flow $ 8,505 $ 9,860 $ 7,502 $ 6,763 $ 8,750 2.9 % Weighted average shares used in computing basic and diluted net income (loss) per share 185,153 185,825 185,946 185,684 185,689 Adjusted EBITDA and Adjusted Free Cash Flow

6 (1) Other is primarily comprised of corporate capital expenditures, unallocated G&A expense (primarily integration, transaction-related and strategic project costs), non-cash stock-based compensation and transaction costs. ($ in 000s) Q1 2017 Total Senior Housing Owned Portfolio Senior Housing Leased Portfolio Ancillary Services Management Services Other (1) Resident fee and management fee revenue $ 1,032,821 $ 388,310 $ 516,645 $ 111,972 $ 15,894 $ — Less: Facility operating expenses (674,542) (252,673) (325,526) (96,343) — — Combined Segment Operating Income 358,279 135,637 191,119 15,629 15,894 — Less: G&A expense (including non-cash stock-based compensation expense) (65,560) (16,808) (22,362) (7,225) (11,238) (7,927) Add: Non-cash stock-based compensation expense 7,774 — — — — 7,774 Less: Transaction costs (7,593) — — — — (7,593) Less: Cash operating lease payments (94,604) — (93,471) — — (1,133) Adjusted EBITDA 198,296 118,829 75,286 8,404 4,656 (8,879) Less: Interest expense, net (83,645) (40,285) (43,703) (288) — 631 Less: Lease financing debt amortization (17,248) — (17,248) — — — Add: Proceeds from entrance fees, net of refunds and amortization (173) — (173) — — — Add/Less: Other 937 — — — — 937 Less: Non-Development Capital Expenditures, net (34,722) (13,909) (14,801) (22) — (5,990) Adjusted Free Cash Flow $ 63,445 $ 64,635 $ (639) $ 8,094 $ 4,656 $ (13,301) Adjusted EBITDA and Adjusted Free Cash Flow Distribution

7(1) Excludes reimbursed costs on behalf of managed communities of $185,228, $186,076, $187,763, $178,530 and $183,945 (in thousands), respectively. ($ in 000s, except RevPAR and RevPOR) FY 2016 FY 2017 YoY Q1 Q2 Q3 Q4 Q1 Q1 Total Senior Housing, Brookdale Ancillary and Management Services (1) Revenue $ 1,077,928 $ 1,072,754 $ 1,058,363 $ 1,030,338 $ 1,032,821 (4.2)% Combined Segment Operating Income $ 362,026 $ 379,651 $ 354,142 $ 344,162 $ 358,279 (1.0)% Combined Segment Operating Margin 33.6% 35.4% 33.5% 33.4% 34.7% 110 bps Senior Housing (see page 8) Revenue $ 938,956 $ 931,232 $ 925,568 $ 896,032 $ 904,955 (3.6)% Senior Housing Operating Income $ 330,728 $ 342,433 $ 323,986 $ 307,609 $ 326,756 (1.2)% Senior Housing Operating Margin 35.2% 36.8% 35.0% 34.3% 36.1% 90 bps Number of communities (period end) 959 956 921 902 838 Period end number of units 80,927 80,519 78,562 77,135 71,186 Total Average Units 80,941 80,700 80,059 78,029 76,862 RevPAR $ 3,863 $ 3,842 $ 3,849 $ 3,823 $ 3,919 1.4 % Weighted average unit occupancy 86.1% 85.8% 86.2% 86.0% 85.3% -80 bps RevPOR $ 4,485 $ 4,476 $ 4,465 $ 4,446 $ 4,597 2.5 % Brookdale Ancillary Services Segment Revenue $ 122,192 $ 123,336 $ 117,263 $ 114,042 $ 111,972 (8.4)% Segment Operating Income $ 14,518 $ 19,032 $ 14,624 $ 16,289 $ 15,629 7.7 % Segment Operating Margin 11.9% 15.4% 12.5% 14.3% 14.0% 210 bps Management Services Segment Segment Operating Income (comprised solely of management fees) $ 16,780 $ 18,186 $ 15,532 $ 20,264 $ 15,894 (5.3)% G&A Allocation (see page 14) $ (11,256) $ (11,200) $ (8,567) $ (9,505) $ (11,238) (0.2)% Segment Operating Income (Adjusted to Include G&A Allocation) $ 5,524 $ 6,986 $ 6,965 $ 10,759 $ 4,656 (15.7)% Segment Operating Margin (Adjusted to Include G&A Allocation) 32.9% 38.4% 44.8% 53.1% 29.3% -360 bps Resident fee revenue under management $ 307,457 $ 304,047 $ 300,750 $ 297,713 $ 310,050 Number of communities (period end) 162 158 156 153 214 Period end number of units 26,647 26,232 25,983 25,633 31,284 Total Average Units 26,613 26,435 26,088 25,623 25,702 RevPAR $ 3,851 $ 3,834 $ 3,843 $ 3,873 $ 3,939 2.3 % Weighted average occupancy 87.1% 86.8% 87.2% 86.8% 86.3% -80 bps RevPOR $ 4,371 $ 4,350 $ 4,322 $ 4,367 $ 4,549 4.1 % Segment Overview

8 Retirement Centers Revenue $ 169,426 $ 169,990 $ 170,706 $ 169,381 $ 172,620 1.9 % Segment Operating Income $ 74,449 $ 74,754 $ 73,112 $ 72,215 $ 74,002 (0.6)% Segment Operating Margin 43.9% 44.0% 42.8% 42.6% 42.9% -100 bps Number of communities (period end) 95 95 95 93 86 Period end number of units 17,096 17,095 17,105 17,017 16,071 Total Average Units 17,096 17,095 17,105 17,115 17,108 RevPAR $ 3,303 $ 3,315 $ 3,327 $ 3,299 $ 3,363 1.8 % Weighted average unit occupancy 88.9% 88.9% 89.3% 88.9% 88.0% -90 bps RevPOR $ 3,715 $ 3,727 $ 3,727 $ 3,711 $ 3,823 2.9 % Assisted Living Revenue $ 617,270 $ 613,017 $ 607,345 $ 581,827 $ 590,537 (4.3)% Segment Operating Income $ 220,810 $ 234,085 $ 217,878 $ 204,044 $ 217,439 (1.5)% Segment Operating Margin 35.8% 38.2% 35.9% 35.1% 36.8% 100 bps Number of communities (period end) 820 818 783 768 720 Period end number of units 53,503 53,459 51,494 50,682 47,296 Total Average Units 53,510 53,521 52,991 51,087 50,540 RevPAR $ 3,845 $ 3,818 $ 3,820 $ 3,796 $ 3,895 1.3 % Weighted average unit occupancy 85.6% 85.3% 85.6% 85.6% 84.7% -90 bps RevPOR $ 4,493 $ 4,478 $ 4,461 $ 4,437 $ 4,600 2.4 % CCRCs - Rental Revenue $ 152,260 $ 148,225 $ 147,517 $ 144,824 $ 141,798 (6.9)% Segment Operating Income $ 35,469 $ 33,594 $ 32,996 $ 31,350 $ 35,315 (0.4)% Segment Operating Margin 23.3% 22.7% 22.4% 21.6% 24.9% 160 bps Number of communities (period end) 44 43 43 41 32 Period end number of units 10,328 9,965 9,963 9,436 7,819 Total Average Units 10,335 10,084 9,963 9,827 9,214 RevPAR $ 4,881 $ 4,866 $ 4,896 $ 4,876 $ 5,086 4.2 % Weighted average unit occupancy 84.3% 83.7% 84.0% 83.2% 83.5% -80 bps RevPOR $ 5,790 $ 5,812 $ 5,833 $ 5,861 $ 6,091 5.2 % ($ in 000s, except RevPAR and RevPOR) FY 2016 FY 2017 YoY Q1 Q2 Q3 Q4 Q1 Q1 Senior Housing Segments

9 Revenue $ 801,832 $ 797,076 $ 797,261 $ 788,884 $ 808,348 0.8% Community Labor Expenses (325,845) (324,848) (325,247) (329,919) (332,802) Other facility operating expenses (183,843) (170,524) (183,617) (180,824) (177,569) Facility operating expenses (509,688) (495,372) (508,864) (510,743) (510,371) Same Community Operating Income $ 292,144 $ 301,704 $ 288,397 $ 278,141 $ 297,977 2.0% Same Community Operating Margin 36.4% 37.9% 36.2% 35.3% 36.9% 50 bps Number of communities (period end) 816 816 816 816 816 Total Average Units 68,558 68,558 68,551 68,552 68,544 RevPAR $ 3,894 $ 3,871 $ 3,871 $ 3,831 $ 3,925 0.8% Weighted average unit occupancy 86.7% 86.4% 86.7% 86.5% 85.7% -100 bps RevPOR $ 4,491 $ 4,479 $ 4,463 $ 4,431 $ 4,580 2.0% ($ in 000s, except RevPAR and RevPOR) FY 2016 FY 2017 YoY Q1 Q2 Q3 Q4 Q1 Q1 Same Community Operating Income/Weighted average unit occupancy Q1 2016 Q2 2016 Q3 2016 Q4 2016 Q1 2017 86.7% 86.4% 86.7% 86.5% 85.7% $292,144 $301,704 $288,397 $278,141 $297,977 Same Community RevPAR Q1 2016 Q2 2016 Q3 2016 Q4 2016 Q1 2017 $3,894 $3,871 $3,871 $3,831 $3,925 Senior Housing: Same Community

10 Resident fee revenue $ 415,775 $ 406,908 $ 403,655 $ 383,588 $ 388,310 Less: Facility operating expenses (278,140) (267,901) (271,664) (259,430) (252,673) Owned Portfolio Operating Income 137,635 139,007 131,991 124,158 135,637 (1.5)% Less: G&A Portfolio Allocation (see page 14) (19,715) (20,015) (14,685) (16,163) (16,808) Owned Portfolio Operating Income (Adjusted to Include G&A Allocation) $ 117,920 $ 118,992 $ 117,306 $ 107,995 $ 118,829 0.8 % Additional Information Interest expense: property level and corporate debt $ (43,667) $ (43,408) $ (43,380) $ (42,302) $ (40,285) Community level capital expenditures, net (see page 15) $ (24,008) $ (18,661) $ (19,983) $ (18,668) $ (13,909) Number of communities (period end) 407 407 375 363 362 Period end number of units 35,504 35,541 33,800 33,054 33,016 Total Average Units 36,248 35,615 35,206 33,489 33,041 RevPAR $ 3,823 $ 3,808 $ 3,822 $ 3,818 $ 3,916 2.4 % Weighted average unit occupancy 85.5% 85.1% 85.4% 85.2% 84.4% -110 bps RevPOR $ 4,470 $ 4,474 $ 4,473 $ 4,481 $ 4,641 3.8 % Interest Coverage (as of March 31, 2017) 2.6x Net Debt (as of March 31, 2017; see page 19) $ 3,502,997 ($ in 000s, except RevPAR and RevPOR) FY 2016 FY 2017 YoY Q1 Q2 Q3 Q4 Q1 Q1 Senior Housing: Owned Portfolio

11 Resident fee revenue $ 523,181 $ 524,324 $ 521,913 $ 512,444 $ 516,645 Less: Facility operating expenses (330,088) (320,898) (329,918) (328,993) (325,526) Leased Portfolio Operating Income 193,093 203,426 191,995 183,451 191,119 (1.0)% Less: G&A Portfolio Allocation (see page 14) (24,809) (25,791) (18,987) (21,592) (22,362) Leased Portfolio Operating Income (adjusted to Include G&A Allocation) $ 168,284 $ 177,635 $ 173,008 $ 161,859 $ 168,757 0.3 % Additional Information Total cash lease payments (see page 16) $ (153,888) $ (154,398) $ (154,699) $ (155,255) $ (154,422) Proceeds from entrance fees, net of refunds and amortization $ 1,568 $ 3,352 $ 2,389 $ 1,575 $ (173) Community level capital expenditures, net (see page 15) $ (21,376) $ (23,573) $ (17,360) $ (16,585) $ (14,801) Number of communities (period end) 552 549 546 539 476 Period end number of units 45,423 44,978 44,762 44,081 38,170 Total Average Units 44,693 45,085 44,853 44,540 43,821 RevPAR $ 3,895 $ 3,869 $ 3,870 $ 3,827 $ 3,922 0.7 % Weighted average unit occupancy 86.7% 86.4% 86.8% 86.6% 85.9% -80 bps RevPOR $ 4,495 $ 4,478 $ 4,458 $ 4,420 $ 4,564 1.5 % Lease Coverage (as of March 31, 2017) 1.05x ($ in 000s, except RevPAR and RevPOR) FY 2016 FY 2017 YoY Q1 Q2 Q3 Q4 Q1 Q1 Lease Maturity Information as of March 31, 2017 Trailing twelve months ended December 31, 2016 Leased communities with purchase options Leased communities without purchase options Total leased communities Initial lease maturities Community count Total Average Units Community count Total Average Units Community count Total Average Units Total cash lease payments 2017 1 903 27 2,246 28 3,149 $ 16,613 2018 42 2,169 11 1,501 53 3,670 47,031 2019 3 327 50 2,762 53 3,089 47,164 2020 2 301 89 4,626 91 4,927 57,148 2021 — — 27 1,686 27 1,686 20,844 Thereafter 47 2,556 177 19,093 224 21,649 317,365 Total 95 6,256 381 31,914 476 38,170 $ 506,165 Senior Housing: Leased Portfolio

12 (1) Data reflected is for the consolidated senior housing portfolio only. (2) NIC MAP Supply Set, Q1 2017 "New Construction" properties with projected open dates through Q1 2018. (3) Saturation is equal to units per population Age 75+ with income 50k+. (4) Percentage changes are based on data from Esri for 2016-2021. Brookdale's Largest 20 Markets - Competitive Summary Brookdale in NIC Markets Competition Within 20 Minute Drive Market Community Count Total Average Units (IL/AL/MC) Q1 2017 Weighted Average Unit Occupancy Q1 2017 RevPAR New Const. Properties (2) IL/AL/MC New Const. Units (2) 1 Yr Projected Unit Opens % of Supply (2) Current Saturation (3) 5 Yr Projected Total Pop Growth (4) 5 Yr Projected Age 75 + Pop w/ Inc. $50k + Growth (4) Chicago, IL 17 2,619 90.7% $ 3,974 13 1,662 6.8% 21.9% 1.4% 20.0% Seattle, WA 25 2,449 89.1% 3,780 4 454 2.1% 31.3% 7.1% 32.9% Los Angeles, CA 21 2,258 83.2% 3,842 3 453 1.7% 11.8% 3.6% 22.3% Phoenix, AZ 24 2,210 87.2% 3,982 11 1,443 6.9% 29.5% 7.3% 43.3% Dallas, TX 26 1,748 87.4% 3,548 18 1,405 5.5% 30.1% 8.5% 35.0% Portland, OR 19 1,648 93.4% 3,574 2 398 2.1% 51.6% 6.0% 45.2% Charlotte, NC 19 1,457 90.5% 4,417 2 184 1.9% 38.8% 8.6% 45.7% Denver, CO 11 1,207 83.8% 4,514 15 1,661 13.9% 27.5% 8.6% 34.3% Riverside, CA 12 1,205 83.5% 3,262 3 350 3.3% 17.4% 4.7% 19.9% Austin, TX 10 1,042 86.8% 5,374 7 734 10.6% 28.0% 13.5% 41.3% Miami, FL 7 1,038 81.9% 2,959 4 664 4.7% 18.5% 6.5% 40.4% Jacksonville, FL 9 1,013 88.9% 3,689 7 721 14.7% 28.0% 6.3% 50.6% Houston, TX 12 988 85.5% 4,502 10 1,163 11.2% 18.5% 9.6% 36.7% Richmond, VA 2 981 87.8% 1,963 3 196 2.8% 43.2% 5.6% 8.7% San Antonio, TX 12 971 73.1% 3,039 — — —% 26.1% 8.6% 29.4% Detroit, MI 10 955 87.1% 3,398 9 1,203 7.6% 29.7% 1.4% 42.9% Tampa, FL 8 877 81.5% 3,074 6 677 6.4% 23.1% 5.6% 39.7% Atlanta, GA 9 858 87.0% 3,302 8 905 9.2% 33.6% 8.1% 56.2% Orlando, FL 11 848 83.0% 3,706 3 365 5.6% 22.7% 9.0% 48.5% Cleveland, OH 7 838 84.3% 4,475 1 84 1.0% 25.1% -0.3% 38.0% Top 20 Markets 271 27,210 86.5% $ 3,779 129 14,722 5.4% 23.8% 6.0% 32.9% All Other NIC Markets 327 26,735 85.2% $ 3,928 95 10,748 3.4% 23.8% 4.5% 28.6% New Supply (1)

13 Resident fee revenue Home Health $ 96,903 $ 97,423 $ 91,858 $ 91,199 $ 92,241 Outpatient Therapy 15,380 14,511 12,667 9,320 6,375 Hospice 9,120 10,503 11,766 12,531 13,346 Other ancillary services 789 899 972 992 10 Segment resident fee revenue 122,192 123,336 117,263 114,042 111,972 (8.4)% Segment Operating Income 14,518 19,032 14,624 16,289 15,629 7.7 % Segment Operating Margin 11.9% 15.4% 12.5% 14.3% 14.0% 210 bps G&A Allocation (see page 14) (7,965) (7,998) (6,323) (6,331) (7,225) Segment Operating Income (Adjusted to Include G&A Allocation) $ 6,553 $ 11,034 $ 8,301 $ 9,958 $ 8,404 28.2 % Segment Operating Margin (Adjusted to Include G&A Allocation) 5.4% 8.9% 7.1% 8.7% 7.5% 210 bps Additional Information Interest expense $ (323) $ (323) $ (321) $ (303) $ (288) Community level capital expenditures, net (see page 15) $ (375) $ (77) $ (155) $ (51) $ (22) Home Health average daily census 15,835 15,388 14,456 14,587 15,370 (2.9)% Outpatient Therapy treatment codes 509,651 476,530 419,619 307,933 193,853 (62.0)% Hospice average daily census 654 737 813 863 920 40.7 % ($ in 000s) FY 2016 FY 2017 YoY Q1 Q2 Q3 Q4 Q1 Q1 Ancillary Services

14 (1) G&A allocations are calculated using a methodology which the Company believes best matches the type of general and administrative cost with the community, segment, or portfolio. Some of the allocations are based on direct utilization and some are based on formulas such as unit proportion. G&A allocations presented herein exclude non-cash stock-based compensation expense and integration, transaction, transaction-related and strategic project costs. G&A Expense Allocations (1) Senior Housing Owned Portfolio allocation $ 19,715 $ 20,015 $ 14,685 $ 16,163 $ 16,808 Senior Housing Leased Portfolio allocation 24,809 25,791 18,987 21,592 22,362 Ancillary Services allocation 7,965 7,998 6,323 6,331 7,225 Management Services allocation 11,256 11,200 8,567 9,505 11,238 Total allocations (1) 63,745 65,004 48,562 53,591 57,633 Non-cash stock-based compensation expense 9,769 8,994 8,455 5,067 7,774 Integration, Transaction-Related and Strategic Project Costs 19,107 16,697 6,408 8,010 153 General and administrative expense 92,621 90,695 63,425 66,668 65,560 -29.2% Transaction Costs 850 441 659 2,040 7,593 General and administrative expense and transaction costs $ 93,471 $ 91,136 $ 64,084 $ 68,708 $ 73,153 -21.7% Allocated G&A Expense as a Percentage of Resident Fee Revenue Resident fee revenue $ 1,061,148 $ 1,054,568 $ 1,042,831 $ 1,010,074 $ 1,016,927 Senior Housing Owned Portfolio allocation 19,715 20,015 14,685 16,163 16,808 Senior Housing Leased Portfolio allocation 24,809 25,791 18,987 24,592 22,362 Ancillary Services allocation 7,965 7,998 6,323 6,331 7,225 Non-cash stock-based compensation expense 9,769 8,994 8,455 5,067 7,774 Total $ 62,258 $ 62,798 $ 48,450 $ 49,153 $ 54,169 As a % of resident fee revenue 5.9% 6.0% 4.6% 4.9% 5.3% ($ in 000s) FY 2016 FY 2017 YoY Q1 Q2 Q3 Q4 Q1 Q1 G&A Expense & Transaction Costs

15 (1) Includes net recurring and EBITDA-enhancing projects which were formerly reported separately. (2) Formerly referred to by the Company as corporate, integration and other. Community level capital expenditures, including allocations (1) Senior Housing Owned Portfolio $ 24,008 $ 18,661 $ 19,983 $ 18,668 $ 13,909 Senior Housing Leased Portfolio 21,376 23,573 17,360 16,585 14,801 Ancillary Services 375 77 155 51 22 Community level capital expenditures, net (1) 45,759 42,311 37,499 35,304 28,732 (37.2 )% Corporate capital expenditures (2) 11,275 16,448 18,112 14,059 5,990 (46.9 )% Non-Development Capital Expenditures, net 57,034 58,759 55,611 49,363 34,722 (39.1)% Development Capital Expenditures, net 4,214 6,508 6,000 7,186 1,064 (74.8)% Total capital expenditures, net $ 61,248 $ 65,267 $ 61,611 $ 56,549 $ 35,786 (41.6)% Community level capital expenditures per unit $ 565 $ 524 $ 468 $ 452 $ 374 (33.8 )% Reconciliation to Additions to PP&E Total capital expenditures, net $ 61,248 $ 65,267 $ 61,611 $ 56,549 $ 35,786 Add: Total lessor reimbursements 17,769 14,557 10,385 12,727 8,044 Add: Change in related payables 29,493 1,726 1,894 421 5,098 Additions to property, plant and equipment and leasehold intangibles, net $ 108,510 $ 81,550 $ 73,890 $ 69,697 $ 48,928 ($ in 000s, except for Community level capital expenditures per unit) FY 2016 FY 2017 YoY Q1 Q2 Q3 Q4 Q1 Q1 Capital Expenditures

16(1) Includes corporate lease expense of $1,134, $1,171, $1,182, $1,160 and $1,133 (in thousands), respectively. Operating Leases Facility lease expense $ 96,689 $ 92,682 $ 92,519 $ 91,745 $ 88,807 Less: Straight-line (income) expense, net (3,935) 523 859 1,786 3,007 Less: Amortization of (above) below market lease, net 1,733 1,733 1,699 1,699 1,697 Add: Amortization of deferred gain 1,093 1,093 1,093 1,093 1,093 Cash operating lease payments (1) $ 95,580 $ 96,031 $ 96,170 $ 96,323 $ 94,604 (1.0)% Capital and Financing Leases Interest expense: capital and financing lease obligations $ 50,579 $ 50,581 $ 50,401 $ 50,451 $ 49,859 Less: Non-cash interest expense on financing lease obligations (6,439) (6,575) (6,714) (6,768) (6,156) Add: Lease financing debt amortization 15,302 15,532 16,024 16,409 17,248 Cash capital and financing lease payments $ 59,442 $ 59,538 $ 59,711 $ 60,092 $ 60,951 2.5 % Total cash lease payments (1) $ 155,022 $ 155,569 $ 155,881 $ 156,415 $ 155,555 0.3 % Interest Expense Reconciliation to Income Statement Interest expense: capital and financing lease obligations $ 50,579 $ 50,581 $ 50,401 $ 50,451 $ 49,859 Less: Non-cash interest expense on financing lease obligations (6,439) (6,575) (6,714) (6,768) (6,156) Interest expense: capital and financing lease obligations - cash payments 44,140 44,006 43,687 43,683 43,703 Less: Interest income (702) (728) (809) (694) (631) Interest expense: debt 43,990 43,731 43,701 42,605 40,573 Interest expense, net 87,428 87,009 86,579 85,594 83,645 Add: Amortization of deferred financing costs and debt premium (discount) 2,310 2,288 2,380 2,422 2,591 Add: Change in fair value of derivatives 24 4 — 150 46 Add: Non-cash interest expense on financing lease obligations 6,439 6,575 6,714 6,768 6,156 Add: Interest income 702 728 809 694 631 Interest expense per income statement $ 96,903 $ 96,604 $ 96,482 $ 95,628 $ 93,069 ($ in 000s) FY 2016 FY 2017 YoY Q1 Q2 Q3 Q4 Q1 Q1 Cash Lease Payments

17 ($ in 000s) Q1 2017 Twelve Months Ended March 31, 2017 Total CCRC Venture Other Ventures Total Resident fee revenue $ 295,967 $ 100,021 $ 195,946 $ 1,144,164 Less: Facility operating expenses (199,062) (74,916) (124,146) (784,295) Less: General and administrative expenses including management fees (15,673) (5,459) (10,214) (61,281) Less: Facility lease expense (426) — (426) (1,869) Adjusted EBITDA of Unconsolidated Ventures $ 80,806 $ 19,646 $ 61,160 $ 296,719 Less: Interest expense, net (28,419) (6,047) (22,372) (140,260) Add: Proceeds from entrance fees, net of refunds and amortization 5,517 5,517 — 40,378 Less: Other 134 (13) 147 (632) Less: Community level capital expenditures, net (17,027) (9,072) (7,955) (93,527) Adjusted Free Cash Flow of Unconsolidated Ventures $ 41,011 $ 10,031 $ 30,980 $ 102,678 Statistics Brookdale's weighted average unit ownership percentage 22.9% 51.0% 13.6% 22.9% Non-recourse debt principal of unconsolidated ventures as of March 31, 2017 $ 3,334,255 $ 639,191 $ 2,695,064 $ 3,334,255 Number of communities (period end) 205 16 189 205 Total Average Units 24,445 7,196 17,249 24,487 Weighted average unit occupancy 86.4% 85.7% 86.7% 86.9% RevPOR $ 4,571 $ 5,063 $ 4,367 $ 4,524 Brookdale's Proportionate Share of: Adjusted EBITDA of Unconsolidated Ventures $ 17,126 $ 10,019 $ 7,107 $ 66,713 Adjusted Free Cash Flow of Unconsolidated Ventures $ 8,750 $ 5,116 $ 3,634 $ 32,875 Debt principal of unconsolidated ventures as of March 31, 2017 $ 661,501 $ 325,988 $ 335,513 $ 661,501 Unconsolidated Ventures

18 $2,330,487 $1,233,566 (1) Includes mortgage debt, convertible notes, line of credit and other notes payable, but excludes capital and financing lease obligations. (2) Pertaining to variable rate debt, reflects a) market rates as of March 31, 2017 and b) applicable cap rates for hedged debt. Line of credit available to draw Cash and cash equivalents Total liquidity (available to draw + cash) $600,000 $400,000 $200,000 $0 03/31/16 06/30/16 09/30/16 12/31/16 03/31/17 $231,048 $267,244 $309,576 $367,642 $367,473 $70,862 $39,053 $74,184 $216,397 $59,237 $584,039 $383,760 $306,297$301,910 As of March 31, 2017 Weighted Rate Fixed rate debt 5.05% Variable rate debt (2) 3.42% Total debt and line of credit 4.49% Balance Total debt $ 3,564,053 Total Liquidity ($ in 000s) Debt & Liquidity $426,710 Debt Structure (1) ($ in 000s) Fixed rate debt Variable rate debt with interest rate caps Variable rate debt- unhedged Total variable rate debt $794,100 $439,466

19 Debt $1,400,000 $700,000 $0 2017 2018 2019 2020 2021 Thereafter $148,850 $1,219,195 $135,031 $473,708 $332,015 $1,255,254 (1) Includes carrying value of $298.9 million of convertible notes. (2) Includes mortgage debt, convertible notes and other notes payable, but excludes capital and financing leases and line of credit and recurring principal amortization. (3) Leverage ratios include results of operations of communities disposed of through sale or lease termination through the disposition date. (4) Amounts exclude integration, transaction, transaction-related and strategic project costs of $42.0 million. Important Note Regarding Non-GAAP Financial Measures. Adjusted EBITDAR, Adjusted EBITDA and Adjusted EBITDA after cash capital and financing lease payments (in each case excluding integration, transaction, transaction-related and strategic-project costs), Net debt, and Adjusted net debt are financial measures that are not calculated in accordance with GAAP. See the definitions of such measures under “Definitions” below and important information regarding such measures, including reconciliations to the most comparable GAAP financial measures, under “Non-GAAP Financial Measures” below. (2) (1) Debt Maturity Schedule ($ in 000s) Leverage Ratios (3) ($ in 000s) Twelve months ended March 31, 2017 Annualized Leverage Adjusted EBITDAR (4) (A) $ 1,211,444 Less: Cash operating lease payments (see page 16) (383,128) Adjusted EBITDA (4) 828,316 Less: Cash capital and financing lease payments (see page 16) (240,292) Adjusted EBITDA (4) after cash capital and financing lease payments (B) 588,024 As of March 31, 2017 Debt (2) 3,564,053 Line of credit — Less: Cash and cash equivalents (59,237) Less: Cash and escrow deposits - restricted held as collateral against existing debt (1,819) Net Debt (C) 3,502,997 6.0x (C/B) Plus: Cash operating and capital and financing lease payments (see page 16) multiplied by 8 4,987,360 Adjusted Net Debt (D) $ 8,490,357 7.0x (D/A) Weighted Rate Debt (2) Line of Credit 2017 5.05% — 2018 4.51% — 2019 5.97% — 2020 5.19% — 2021 5.76% — Thereafter 3.66% — Total 4.49% — Total Balance Debt (2) $ 3,564,053 Debt Maturity & Leverage

20 (1) Includes results of operations of communities disposed through sale or lease termination through the disposal date. (2) See page 14. G&A allocations presented on this page exclude non-cash stock-based compensation expense of $30,290 and integration, transaction, transaction-related and strategic project costs of $42,001 for the twelve months ended March 31, 2017. Senior Housing: Owned Portfolio (1) Owned Portfolio Operating Income $ 530,793 Less: G&A Portfolio Allocation (2) (67,671) Owned Portfolio Operating Income (Adjusted to Include G&A Allocation) $ 463,122 Net Debt as of March 31, 2017 (see page 19) $ 3,502,997 Total Average Units 34,338 Senior Housing: Leased Portfolio (1) Leased Portfolio Operating Income (Adjusted to Include G&A Allocation) (2) $ 681,259 Total cash lease payments (see page 16) $ (618,774) Proceeds from entrance fees, net of refunds and amortization $ 7,143 Total Average Units 44,575 Ancillary Services Segment Operating Income (Adjusted to Include G&A Allocation) (2) $ 37,697 Management Services Segment Operating Income (Adjusted to Include G&A Allocation) (2) $ 29,366 Unconsolidated Ventures Brookdale's Proportionate Share of Adjusted EBITDA $ 66,713 Brookdale's Proportionate Share of non-recourse debt principal as of March 31, 2017 $ 661,501 Total Average Units 24,487 Brookdale's weighted average unit ownership percentage 22.9% Shares outstanding (excluding 5,595,620 unvested restricted shares) as of March 31, 2017 186,203,330 ($ in 000s and are for the trailing twelve months ending March 31, 2017 unless otherwise noted) Net Asset Value Elements

21 Adjusted EBITDA is a non-GAAP financial measure that the Company defines as net income (loss) before provision (benefit) for income taxes; non-operating (income) expense items; depreciation and amortization (including non-cash impairment charges); (gain) loss on sale or acquisition of communities (including gain (loss) on facility lease termination); straight-line lease expense (income), net of amortization of (above) below market rents; amortization of deferred gain; non- cash stock-based compensation expense; and change in future service obligation. For purposes of the Company’s leverage ratios presented under “Debt Maturity & Leverage”, Adjusted EBITDA and Adjusted EBITDA after cash capital and financing lease payments exclude integration, transaction, transaction-related and strategic project costs. Adjusted EBITDAR is a non-GAAP financial measure that the Company defines as Adjusted EBITDA less cash operating lease payments. For purposes of the Company’s leverage ratios presented under “Debt Maturity & Leverage”, Adjusted EBITDAR excludes integration, transaction, transaction-related and strategic project costs. Adjusted Free Cash Flow is a non-GAAP financial measure that the Company defines as net cash provided by (used in) operating activities before: changes in operating assets and liabilities; gain (loss) on facility lease termination; and distributions from unconsolidated ventures from cumulative share of net earnings; plus: proceeds from refundable entrance fees, net of refunds; and property insurance proceeds; less: lease financing debt amortization and Non- Development Capital Expenditures (next page). Adjusted Net Debt is a non-GAAP financial measure that the Company defines as Net Debt, plus cash operating and capital and financing lease payments for the relevant period multiplied by 8. Brookdale's Proportionate Share of Adjusted EBITDA of Unconsolidated Ventures is a non-GAAP financial measure calculated based on the Company’s equity ownership percentage and in a manner consistent with the Company’s definition of Adjusted EBITDA for its consolidated entities. The Company’s investments in its unconsolidated ventures are accounted for under the equity method of accounting. Brookdale’s Proportionate Share of Adjusted Free Cash Flow of Unconsolidated Ventures is a non-GAAP financial measure calculated based on the Company’s equity ownership percentage and in a manner consistent with the Company’s definition of Adjusted Free Cash Flow for its consolidated entities. The Company’s investments in its unconsolidated ventures are accounted for under the equity method of accounting and, therefore, the Company’s proportionate share of Adjusted Free Cash Flow of unconsolidated ventures does not represent cash available to the Company’s consolidated business except to the extent it is distributed to the Company. Combined Segment Operating Income is defined by the Company as resident fee and management fee revenue of the Company, less facility operating expenses. Combined Segment Operating Income does not include general and administrative expenses, transaction costs or depreciation and amortization. Community Labor Expenses is a component of facility operating expense that includes regular and overtime salaries and wages, bonuses, paid-time-off and holiday wages, payroll taxes, contract labor, employee benefits, and workers compensation. Development Capital Expenditures means capital expenditures for community expansions and major community redevelopment and repositioning projects, including the Company’s Program Max initiative, and the development of new communities. Amounts of Development Capital Expenditures are presented net of lessor reimbursements received or anticipated to be received. Integration, Transaction, Transaction-Related and Strategic Project Costs are general and administrative expenses. Integration costs include transition costs associated with the Emeritus merger and organizational restructuring (such as severance and retention payments and recruiting expenses), third party consulting expenses directly related to the integration of Emeritus (in areas such as cost savings and synergy realization, branding and technology and systems work), and internal costs such as training, travel and labor, reflecting time spent by Company personnel on integration activities and projects. Transaction and transaction- related costs include third party costs directly related to the acquisition of Emeritus, other acquisition and disposition activity, community financing and leasing activity and corporate capital structure assessment activities (including shareholder relations advisory matters), and are primarily comprised of legal, finance, consulting, professional fees and other third party costs. Strategic project costs include costs associated with certain strategic projects related to refining the Company's strategy, building out enterprise-wide capabilities for the post-merger platform (including the electronic medical records (“EMR”) roll-out project) and reducing costs and achieving synergies by capitalizing on scale. Interest Coverage is calculated based on the trailing-twelve months Owned Portfolio Operating Income adjusted for 5% management fee and capital expenditures at $350/unit, divided by the trailing-twelve months property level and corporate debt interest expense. Lease Coverage is calculated based on the trailing-twelve months Leased Portfolio Operating Income adjusted for 5% management fee and capital expenditures at $350/unit, divided by the trailing-twelve months cash lease payments for both operating leases and capital and financing leases, excluding corporate lease expense. Definitions

22 Leased Portfolio Operating Income is defined by the Company as resident fee revenues (excluding Brookdale Ancillary Services segment revenue), less facility operating expenses for the Company’s Senior Housing Leased Portfolio. Leased Portfolio Operating Income does not include general and administrative expenses (unless otherwise noted), transaction costs or depreciation and amortization. Net Debt is a non-GAAP financial measure that the Company defines as the total of its debt (mortgage debt, convertible notes and other notes payable) and the outstanding balance on the line of credit, less unrestricted cash and cash held as collateral against existing debt. n/m means not meaningful and is used in the year-over-year variance column if either or both periods being compared have a negative sign. Non-Development Capital Expenditures is comprised of corporate and community-level capital expenditures, including those related to maintenance, renovations, upgrades and other major building infrastructure projects for the Company’s communities. Non-Development Capital Expenditures does not include capital expenditures for community expansions and major community redevelopment and repositioning projects, including the Company’s Program Max initiative, and the development of new communities (i.e., Development Capital Expenditures). Amounts of Non-Development Capital Expenditures are presented net of lessor reimbursements received or anticipated to be received. Owned Portfolio Operating Income is defined by the Company as resident fee revenues (excluding Brookdale Ancillary Services segment revenue), less facility operating expenses for the Company’s Senior Housing Owned Portfolio. Owned Portfolio Operating Income does not include general and administrative expenses (unless otherwise noted), transaction costs or depreciation and amortization. RevPAR, or average monthly senior housing resident fee revenues per available unit, is defined by the Company as resident fee revenues, excluding Brookdale Ancillary Services segment revenue and entrance fee amortization, for the corresponding portfolio for the period, divided by the weighted average number of available units in the corresponding portfolio for the period, divided by the number of months in the period. RevPOR, or average monthly senior housing resident fee revenues per occupied unit, is defined by the Company as resident fee revenues, excluding Brookdale Ancillary Services segment revenue and entrance fee amortization, for the corresponding portfolio for the period, divided by the weighted average number of occupied units in the corresponding portfolio for the period, divided by the number of months in the period. Same Community information reflects historical results from senior housing operations for same store communities (utilizing the Company's methodology for determining same store communities). Segment Operating Income is defined by the Company as segment revenues less segment facility operating expenses. Segment Operating Income does not include general and administrative expenses (unless otherwise noted), transaction costs or depreciation and amortization. Management Services segment operating income excludes revenue for reimbursements for which the Company is the primary obligor of costs incurred on behalf of managed communities, and there are no facility operating expenses associated with the Management Services segment. See the Segment Information note to the Company’s consolidated financial statements for more information regarding the Company’s segments. Senior Housing Leased Portfolio represents Brookdale leased communities and does not include owned, managed – 3rd party, or managed – venture communities. Senior Housing Operating Income is defined by the Company as segment revenues less segment facility operating expenses for the Company’s Retirement Centers, Assisted Living and CCRCs–Rental segments on an aggregate basis. Senior Housing Operating Income does not include general and administrative expenses, transaction costs or depreciation and amortization. Senior Housing Owned Portfolio represents Brookdale owned communities and does not include leased, managed – 3rd party, or managed – venture communities. Total Average Units represents the average number of units operated during the period, excluding equity homes. Total RevPAR, or average monthly resident fee revenues per available unit, is defined by the Company as resident fee revenues, excluding entrance fee amortization, for the Company for the period, divided by the weighted average number of available units in the Company’s consolidated portfolio for the period, divided by the number of months in the period. Definitions

23 Brookdale West Hartford West Hartford, CT Consolidated Statements of Cash Flows 24 Non-GAAP Financial Measures 25 Appendix

24 Cash Flows from Operating Activities Net income (loss) $ (48,817) $ (35,491) $ (51,728) $ (268,600) $ (126,361) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Loss on extinguishment of debt, net 139 — 236 876 54 Depreciation and amortization, net 129,447 135,682 133,163 131,510 130,078 Asset impairment 3,375 4,152 19,111 221,877 20,706 Equity in (earnings) loss of unconsolidated ventures (1,018) (338) 878 (1,182) (981) Distributions from unconsolidated ventures from cumulative share of net earnings — — 6,400 17,144 439 Amortization of deferred gain (1,093) (1,093) (1,093) (1,093) (1,093) Amortization of entrance fee revenue (926) (1,013) (1,172) (1,084) (1,198) Proceeds from deferred entrance fee revenue 3,087 4,371 3,869 2,653 1,927 Deferred income tax (benefit) provision 934 (602) 3,472 (556) 83,310 Change in deferred lease liability 3,935 (523) (859) (1,786) (3,007) Change in fair value of derivatives 24 4 — 150 46 (Gain) loss on sale of assets, net (2,749) 198 425 (5,092) 603 Non-cash stock-based compensation 9,769 8,994 8,455 5,067 7,774 Non-cash interest expense on financing lease obligations 6,439 6,575 6,714 6,768 6,156 Amortization of (above) below market rents, net (1,733) (1,733) (1,699) (1,699) (1,697) Other (2,330) (1,267) (2,763) (2,777) (1,398) Changes in operating assets and liabilities: Accounts receivable, net (2,738) 8,177 2,744 (6,602) 3,556 Prepaid expenses and other assets, net (36,554) 19,709 9,507 10,292 (8,630) Accounts payable and accrued expenses (1,388) (21,745) (50,759) (9,356) (51,627) Tenant refundable fees and security deposits (226) 264 (731) (146) (297) Deferred revenue 12,766 (16,825) 15,272 (7,913) 8,406 Net cash provided by operating activities 70,343 107,496 99,442 88,451 66,766 Cash Flows from Investing Activities Decrease (increase) in lease security deposits and lease acquisition deposits, net (1,210) (328) (238) (449) (420) Decrease (increase) in cash and escrow deposits - restricted 72 283 (2,165) 6,837 (629) Additions to property, plant and equipment and leasehold intangibles, net (108,510) (81,550) (73,890) (69,697) (48,928) Acquisition of assets, net of related payables (12,157) — — — — Investment in unconsolidated ventures (2,365) (1,368) (2,338) (7,306) (185,971) Distributions received from unconsolidated ventures 1,724 1,878 1,234 214,137 1,807 Proceeds from sale of assets, net 45,584 — 173,887 78,461 31,675 Property insurance proceeds 2,330 1,267 2,763 2,777 1,398 Other 84 (2,470) 3,109 6,439 696 Net cash (used in) provided by investing activities (74,448) (82,288) 102,362 231,199 (200,372) Cash Flows from Financing Activities Proceeds from debt 177,370 14,758 10,004 185,216 34,455 Repayment of debt and capital and financing lease obligations (84,016) (44,411) (89,269) (251,613) (52,273) Proceeds from line of credit 448,500 446,000 382,000 — — Repayment of line of credit (548,500) (469,500) (468,500) (100,000) — Purchase of treasury stock — — — (9,640) — Payment of financing costs, net of related payables (818) 177 (773) (1,524) (321) Proceeds from refundable entrance fees, net of refunds (593) (6) (308) 6 (902) Payment on lease termination (4,625) (4,625) — — — Payments of employee taxes for withheld shares (965) (3) (467) (205) (5,112) Other 585 593 640 323 599 Net cash provided by (used in) financing activities (13,062) (57,017) (166,673) (177,437) (23,554) Net increase (decrease) in cash and cash equivalents (17,167) (31,809) 35,131 142,213 (157,160) Cash and cash equivalents at beginning of period 88,029 70,862 39,053 74,184 216,397 Cash and cash equivalents at end of period $ 70,862 $ 39,053 $ 74,184 $ 216,397 $ 59,237 ($ in 000s) FY 2016 FY 2017 Q1 Q2 Q3 Q4 Q1 Consolidated Statements of Cash Flows

25 This Supplemental Information contains financial measures utilized by management to evaluate the Company’s operating performance and liquidity that are not calculated in accordance with GAAP, including Adjusted EBITDA; the Company's Proportionate Share of Adjusted EBITDA of Unconsolidated Ventures; Adjusted EBITDAR, Adjusted EBITDA and Adjusted EBITDAR after cash lease payments (in each case excluding integration, transaction, transaction-related and strategic project costs); Net Debt; Adjusted Net Debt; Adjusted Free Cash Flow; and the Company’s Proportionate Share of Adjusted Free Cash Flow of Unconsolidated Ventures, the Company’s definitions for which are included in the “Definitions” section above. In addition, this section contains reconciliations of the Company’s non-GAAP financial measures Cash From Facility Operations (CFFO), Adjusted CFFO and the Company's proportionate share of CFFO of unconsolidated ventures, which the Company historically reported and has included herein for purposes of comparison. These non-GAAP financial measures should not be considered in isolation from or as superior to or as a substitute for net income (loss), income (loss) from operations, net cash provided by (used in) operating activities, short-term debt, long-term debt, less current portion, current portion of long-term debt, or other financial measures determined in accordance with GAAP. Management uses these non-GAAP financial measures to supplement the Company’s GAAP results to provide a more complete understanding of the factors and trends affecting the business. Investors are urged to review the reconciliations set forth in this section of such non-GAAP financial measures to their most comparable GAAP financial measures and to review the information under “Reconciliation of Non-GAAP Financial Measures” in the Company’s earnings release dated May 8, 2017 for additional information regarding the Company’s use, and the limitations of, the Company’s non-GAAP financial measures. Investors are cautioned that amounts presented in accordance with the Company’s definitions of these non-GAAP measures may not be comparable to similar measures disclosed by other companies, because not all companies calculate such measures in the same manner. As noted in the Company’s earnings release dated May 8, 2017, the Company changed its definition and calculation of Adjusted EBITDA when it reported results for the second quarter of 2016. Prior period amounts of Adjusted EBITDA presented herein have been recast to conform to the new definition. See "Reconciliation of Non-GAAP Financial Measures" in the Company’s earnings release dated May 8, 2017 for more information regarding the changes made to the definition and calculation of Adjusted EBITDA. In addition, the Company changed its definition and calculation of CFFO when it reported results for the third quarter of 2016. Prior period amounts of the Company's CFFO and Adjusted CFFO have been recast to reflect the Company's CFFO and Adjusted CFFO separate from, and exclusive of, the Company's proportionate share of CFFO of unconsolidated ventures. Previously, in connection with the Company's reporting results for the second quarter of 2016, the Company began reporting CFFO as a measure of liquidity, and as such the Company changed the definition of CFFO to reflect the reconciliation of such measure from the Company's net cash provided by (used in) operating activities. This previous change had no effect on the amounts of CFFO or Adjusted CFFO presented herein. Non-GAAP Financial Measures

26 Net income (loss) $ (48,817) $ (35,491) $ (51,728) $ (268,600) $ (126,361) Provision (benefit) for income taxes 1,665 123 4,159 (569) 84,028 Equity in loss (earnings) of unconsolidated ventures (1,018) (338) 878 (1,182) (981) Debt modification and extinguishment costs 1,110 186 1,944 5,930 61 (Gain) loss on sale of assets, net (2,749) 198 425 (5,092) 603 Other non-operating income (5,038) (2,267) (3,706) (3,790) (1,662) Interest expense 96,903 96,604 96,482 95,628 93,069 Interest income (702) (728) (809) (694) (631) Income (loss) from operations 41,354 58,287 47,645 (178,369) 48,126 Depreciation and amortization 127,137 133,394 130,783 129,088 127,487 Asset impairment 3,375 4,152 19,111 221,877 20,706 Loss on facility lease termination — — — 11,113 — Straight-line lease expense (income) 3,935 (523) (859) (1,786) (3,007) Amortization of (above) below market lease, net (1,733) (1,733) (1,699) (1,699) (1,697) Amortization of deferred gain (1,093) (1,093) (1,093) (1,093) (1,093) Non-cash stock-based compensation expense 9,769 8,994 8,455 5,067 7,774 Adjusted EBITDA $ 182,744 $ 201,478 $ 202,343 $ 184,198 $ 198,296 ($ in 000s) FY 2016 FY 2017 Q1 Q2 Q3 Q4 Q1 Adjusted EBITDA Reconciliation Non-GAAP Financial Measures (Continued)

27 Adjusted EBITDAR; Adjusted EBITDA; and Adjusted EBITDA after cash capital and financing lease payments Reconciliations (excluding integration, transaction, transaction-related and strategic-project costs) ($ in 000s) Twelve Months Ended March 31, 2016 2017 Net income (loss) $ (376,263) $ (482,180) (Benefit) provision for income taxes (12,256) 87,741 Equity in (loss) earnings of unconsolidated ventures 1,270 (1,623) Debt modification and extinguishment costs 8,086 8,121 Gain on sale of assets, net (4,019) (3,866) Other non-operating income (11,104) (11,425) Interest expense 389,185 381,783 Interest income (1,878) (2,862) Income (loss) from operations (6,979) (24,311) Depreciation and amortization 639,875 520,752 Asset impairment 61,316 265,846 Loss on facility lease termination — 11,113 Facility lease expense 369,792 365,753 Non-cash stock-based compensation expense 32,547 30,290 Change in future service obligation (941) — Integration, transaction, transaction-related and strategic project costs 117,307 48,955 Cash paid for debt modification and extinguishment costs (7,871) (6,954) Adjusted EBITDAR (excluding Integration, Transaction, Transaction-Related and Strategic Project Costs) $ 1,205,046 $ 1,211,444 Facility lease expense $ (369,792) $ (365,753) Straight-line lease expense (income) 8,090 (6,175) Amortization of (above) below market lease, net (6,932) (6,828) Amortization of deferred gain (4,372) (4,372) Adjusted EBITDA (excluding Integration, Transaction, Transaction-Related and Strategic Project Costs) $ 832,040 $ 828,316 Interest expense: capital and financing lease obligations $ (208,508) $ (201,292) Non-cash interest expense on financing lease obligations 24,211 26,213 Lease financing debt amortization (58,657) (65,213) Adjusted EBITDA after cash capital and financing lease payments (excluding Integration, Transaction, Transaction-Related and Strategic Project Costs) $ 589,086 $ 588,024 Non-GAAP Financial Measures (Continued)

28 Net Debt and Adjusted Net Debt Reconciliations ($ in 000s) As of March 31, 2017 2016 Long-term debt (including current portion) $ 3,564,053 $ 3,728,710 Line of credit — 210,000 Less: cash and cash equivalents (59,237) (70,862) Less: cash held as collateral against existing debt (1,819) (4,846) Net Debt 3,502,997 3,863,002 Plus: trailing twelve months cash lease payments multiplied by 8 4,987,360 4,927,680 Adjusted Net Debt $ 8,490,357 $ 8,790,682 Adjusted Net Debt to Adjusted EBITDAR (excluding Integration, Transaction, Transaction- Related and Strategic Project Costs) 7.0x 7.3x Net Debt to Adjusted EBITDA after cash capital and financing lease payments (excluding Integration, Transaction, Transaction-Related and Strategic Project Costs) 6.0x 6.6x Non-GAAP Financial Measures (Continued)

29 Net cash provided by operating activities $ 70,343 $ 107,496 $ 99,442 $ 88,451 $ 66,766 Net cash (used in) provided by investing activities (74,448) (82,288) 102,362 231,199 (200,372) Net cash (used in) provided by financing activities (13,062) (57,017) (166,673) (177,437) (23,554) Net increase (decrease) in cash and cash equivalents $ (17,167) $ (31,809) $ 35,131 $ 142,213 $ (157,160) Net cash provided by operating activities $ 70,343 $ 107,496 $ 99,442 $ 88,451 $ 66,766 Changes in operating assets and liabilities 28,140 10,420 23,967 13,725 48,592 Proceeds from refundable entrance fees, net of refunds (593) (6) (308) 6 (902) Lease financing debt amortization (15,302) (15,532) (16,024) (16,409) (17,248) Loss on facility lease termination — — — 11,113 — Distributions from unconsolidated ventures from cumulative share of net earnings — — (6,400) (17,144) (439) Less: Non-Development Capital Expenditures, net (57,034) (58,759) (55,611) (49,363) (34,722) Add: Property insurance proceeds 2,330 1,267 2,763 2,777 1,398 Adjusted Free Cash Flow $ 27,884 $ 44,886 $ 47,829 $ 33,156 $ 63,445 Add: Non-Development Capital Expenditures, net $ 57,034 $ 58,759 $ 55,611 $ 49,363 $ 34,722 Less: Recurring capital expenditures, net (13,281) (13,668) (16,890) (14,744) (12,774) Less: Property insurance proceeds (2,330) (1,267) (2,763) (2,777) (1,398) Add: Lease financing debt amortization with bargain purchase option 1,493 1,415 1,425 1,432 867 CFFO $ 70,800 $ 90,125 $ 85,212 $ 66,430 $ 84,862 Less: Integration, Transaction, Transaction-Related and Strategic Project Costs $ 20,928 $ 17,324 $ 8,775 $ 15,104 $ 7,753 Adjusted CFFO $ 91,728 $ 107,449 $ 93,987 $ 81,534 $ 92,615 ($ in 000s) FY 2016 FY 2017 Q1 Q2 Q3 Q4 Q1 Adjusted Free Cash Flow; CFFO; and Adjusted CFFO Reconciliations Non-GAAP Financial Measures (Continued)

30 Brookdale's Proportionate Share of Adjusted EBITDA of Unconsolidated Ventures For purposes of this presentation, amounts for each line item represent the aggregate amounts of such line items for all the Company's unconsolidated ventures. ($ in 000s) FY 2016 FY 2017 TTM Q1 Q2 Q3 Q4 Q1 Q1 2017 Net income (loss) $ 1,115 $ (1,232) $ (6,195) $ 1,917 $ 8,118 $ 2,608 Provision (benefit) for income taxes 26 517 224 227 263 1,231 Debt modification and extinguishment costs — — — 131 13 144 Gain on sale of assets, net — — — (724) (372) (1,096) Other non-operating income (loss) (112) (88) — (781) (434) (1,303) Interest expense 28,762 27,979 28,021 27,183 26,391 109,574 Interest income (667) (678) (700) (723) (703) (2,804) Income (loss) from operations 29,124 26,498 21,350 27,230 33,276 108,354 Depreciation and amortization 45,913 45,262 47,085 48,042 47,528 187,917 Asset impairment — 34 — 413 2 449 Adjusted EBITDA of unconsolidated ventures $ 75,037 $ 71,794 $ 68,435 $ 75,685 $ 80,806 $ 296,720 Brookdale's weighted average owernship percentage 22.7% 22.6% 22.4% 23.8% 21.2% 22.5% Brookdale's proportionate share of Adjusted EBITDA of unconsolidated ventures $ 17,004 $ 16,245 $ 15,353 $ 17,989 $ 17,126 $ 66,713 Non-GAAP Financial Measures (Continued)

31 Net cash provided by operating activities $ 54,593 $ 55,842 $ 47,095 $ 40,994 $ 59,924 $ 203,855 Net cash (used in) provided by investing activities (37,924) (45,682) (40,885) 5,556 (1,150,080) (1,231,091) Net cash (used in) provided by financing activities (5,851) (14,784) (12,073) (55,554) 1,145,059 1,062,648 Net increase (decrease) in cash and cash equivalents $ 10,818 $ (4,624) $ (5,863) $ (9,004) $ 54,903 $ 35,412 Net cash provided by operating activities $ 54,593 $ 55,842 $ 47,095 $ 40,994 $ 59,924 $ 203,855 Changes in operating assets and liabilities (2,320) (5,205) (3,600) 8,617 2,086 1,898 Proceeds from refundable entrance fees, net of refunds (2,099) (677) 32 (4,931) (4,365) (9,941) Non-Development Capital Expenditures, net (21,805) (24,507) (25,761) (26,232) (17,027) (93,527) Property Insurance Proceeds — — — — 393 393 Adjusted Free Cash Flow of unconsolidated ventures $ 28,369 $ 25,453 $ 17,766 $ 18,448 $ 41,011 $ 102,678 Brookdale's Weighted Average Ownership percentage 30.0% 38.7% 42.2% 36.7% 21.3% 32.0% Brookdale’s Proportionate Share of Adjusted Free Cash Flow of Unconsolidated Ventures $ 8,505 $ 9,860 $ 7,502 $ 6,763 $ 8,750 $ 32,875 Adjusted Free Cash Flow $ 28,369 $ 25,453 $ 17,766 $ 18,448 $ 41,011 $ 102,678 Add: Non-Development Capital Expenditures, net 21,805 24,507 25,761 26,232 17,027 93,527 Less: Property Insurance Proceeds — — — — (393) (393) Less: Recurring capital expenditures, net (4,316) (5,189) (5,256) (5,075) (4,475) (19,995) CFFO of unconsolidated ventures $ 45,858 $ 44,771 $ 38,271 $ 39,605 $ 53,170 $ 175,817 Brookdale's Weighted Average Ownership percentage 33.5% 35.6% 36.2% 32.5% 24.6% 31.7% Brookdale’s proportionate share of CFFO of unconsolidated ventures $ 15,354 $ 15,939 $ 13,837 $ 12,870 $ 13,057 $ 55,703 ($ in 000s) FY 2016 FY 2017 TTM Q1 Q2 Q3 Q4 Q1 Q1 2017 Brookdale's Proportionate Share of Adjusted Free Cash Flow and CFFO of Unconsolidated Ventures For purposes of this presentation, amounts for each line item represent the aggregate amounts of such line items for all the Company's unconsolidated ventures. Non-GAAP Financial Measures (Continued)

Brookdale Senior Living Inc. 111 Westwood Place, Suite 400 Brentwood, TN 37027 (615) 221-2250 www.brookdale.com