Investor Presentation - February 22, 2018 - Brookdale Senior Living, Inc.

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Investor Presentation - February 22, 2018 - Brookdale Senior Living, Inc.
Investor Presentation
   February 22, 2018
Investor Presentation - February 22, 2018 - Brookdale Senior Living, Inc.
Forward-Looking Statements – Safe Harbor
Certain statements in this Investor Presentation may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These
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 our redefined strategy, including initiatives undertaken to execute on our strategic priorities and their intended
effect on our results; our operational, sales, marketing and branding initiatives; 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, expansion, 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 acquisition, disposition,
development, lease restructuring and termination, financing, re-financing and venture transactions and opportunities (including assets held for sale, the pending transactions with
HCP, Inc. and our plans to market in 2018 and sell approximately 30 owned communities), 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 stockholders, 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; 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. These forward looking statements are based on certain assumptions and expectations, and our ability to predict results or the
actual effect of future plans or strategies is inherently uncertain. 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, new supply and new competition; 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 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 and to fund our planned capital projects; risks related to the implementation of our
redefined strategy, including initiatives undertaken to execute on our strategic priorities and their effect on our results; the effect of our indebtedness and long-term leases on our
liquidity; the effect of our non-compliance with any of our debt or lease agreements (including the financial covenants contained therein) and the risk of lenders or lessors
declaring a cross default in the event of our non-compliance with any such agreements; 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 and termination, financing, re-financing and venture
transactions (including assets held for sale, the pending transactions with HCP, Inc. and our plans to market in 2018 and sell approximately 30 owned communities) 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, and our ability to identify and pursue any such opportunities in the future; 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 and potential disruption caused
by changes in management; 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; unanticipated costs to comply with
legislative or regulatory developments, including requirements to obtain emergency power generators for our communities; as well as other risks detailed from time to time in our
filings with the Securities and Exchange Commission, including those set forth under "Item 1A. Risk Factors" contained in 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 Investor Presentation. 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.

                                                                                                                                                                                              2
Investor Presentation - February 22, 2018 - Brookdale Senior Living, Inc.
Key Topics

    Strategy   Competitive      Top
    Changes    Environment   Priorities

                                          3
Investor Presentation - February 22, 2018 - Brookdale Senior Living, Inc.
Strategy   Competitive      Top
Changes    Environment   Priorities

                                      4
Investor Presentation - February 22, 2018 - Brookdale Senior Living, Inc.
Enhanced Real Estate Strategy

            From: Portfolio Optimization (2016-2017)

            To: Portfolio Optimization (2018 Pruning)
                                +
            Monetize Select High-Value Communities

                       In 2018 we expect to:
      Optimize the Portfolio          Monetize select assets
   Prune additional communities     Sell several high-performing
                                             communities

    Anticipate these new asset sales will exceed $250 million of
      proceeds, net of associated debt and transaction costs

                                                                   5
Investor Presentation - February 22, 2018 - Brookdale Senior Living, Inc.
Focused Operational Strategy

               Our Mission                                        Our Strategy
  Enriching the lives of those we serve with
compassion, respect, excellence and integrity        Win Locally by providing choices for high
                                                    quality care & personalized service by caring
                 Our Vision                         associates while leveraging industry leading
 To be the nation’s first choice in senior living               scale and experience

                                            Our Plan

        Associates:                        Residents:                 Shareholders:
    Attract, engage, develop,          Earn resident and family       Take action to provide
        and retain the best          trust and endorsements by     attractive long-term returns
            associates                  providing valued high          to our shareholders
                                           quality care and
                                        personalized service

                                                                                                    6
Investor Presentation - February 22, 2018 - Brookdale Senior Living, Inc.
Brookdale is the Premier Senior Housing Provider

 Most diversified service                    54% of our target senior                                   #1 Independent Living,
  continuum and broad                         population lives within                                    Assisted Living, and
   geographic footprint                          20 minutes of a                                           Memory Care in
                                             Brookdale community(1)                                    50% of top 50 markets(2)

   High quality, 80+% private pay portfolio(3)                                         Brookdale #1 in units operated(4)
                      Other
                       3%                                                  100,000

              Medicare
   Medicaid
               12%
     3%

                                                                             50,000

                                                                                   0
                         Private Pay                                                   Brookdale    Holiday Life Care         Sunrise     Five Star
                             82%                                                                   Retirement Services        Senior       Senior
                                                                                                                               Living      Living

                   Sources:
                   (1) ESRI, Brookdale. Seniors population is defined as age 75+ with an annual income of $50,000 or greater and within the United States
                   (2) National Investment Center for Seniors Housing & Care (NIC) as of the fourth quarter 2017 and reported in January 2018
                   (3) Brookdale internal data based on resident and patient fees for the full year 2017
                   (4) For Brookdale, actual as of December 2017; for peers, as self-reported to ASHA, June 2017                                            7
Investor Presentation - February 22, 2018 - Brookdale Senior Living, Inc.
Strategy   Competitive      Top
Changes    Environment   Priorities

                                      8
Investor Presentation - February 22, 2018 - Brookdale Senior Living, Inc.
Senior Housing Mix
                                              By Service Type
            Industry(1)                                                                        Brookdale

                                                                                                      SNF
             SNF                                                                                      5%
             11%                                                                          MC
                                                                                          13%
      MC
      12%                                                                                                                  IL
                                    IL                                                                                    33%
                                   42%

             AL                                                                                    AL
            35%                                                                                   49%

      There are over 2,300 operators reported in NIC data
      • 92% operate five or less communities
      • 73% operate a single community

              Source: NIC data for the fourth quarter 2017 and reported in January 2017, excluding nursing care sector.
              (1) Industry chart excludes Brookdale data
                                                                                                                                9
Investor Presentation - February 22, 2018 - Brookdale Senior Living, Inc.
Competitive Environment
                                                                    Industry(1)

            New Starts and Opens in a Quarter                                                       Total Construction Pipeline

 Number of Communities                                                            700
                                                                                  Number of Communities
 120                                                 Starts     Opens

  90                                                                              600

  60
                                                                                  500
  30

     0                                                                            400
          4Q 15    4Q 16   1Q 17      2Q 17        3Q 17       4Q 17                             1Q 17     2Q 17      3Q 17       4Q 17

                                     Potential Impact on Brookdale communities(2)
              New Starts in Quarter                                                         Total Construction Pipeline
  within 20 Minutes of Brookdale Communities                                       within 20 Minutes of Brookdale Communities
Number of Communities                                                             400 of Communities
                                                                                 Number
                                                                                  380
80                                                         Starts                 360
                                                                                  340
60
                                                                                  320
                                                                                  300
40                                                                                280
                                                                                  260
20                                                                                240
                                                                                  220
 0                                                                                200
         4Q 15    4Q 16    1Q 17     2Q 17        3Q 17        4Q 17                             1Q 17     2Q 17      3Q 17       4Q 17
                            Sources:
                            (1) NIC
                            (2) NIC, Brookdale analysis based on current Brookdale communities                                            10
Brookdale Investment Thesis

                  Demographic                                 Aging population drives                                     Long-term opportunities for
                    tailwind                                need for senior care services                                 companies with skill & scale

     Target seniors population within 20                 Seniors with Alzheimer’s disease and                           Brookdale is the largest operator
     minutes of Brookdale community(1)                            other dementias(2)                                      of senior living communities
14
Population in Millions                                      Population in Millions
12
                                                     9                                                                             Managed Owned
10                                                   8
                                                     7                                                                                     1,023
 8                                                                                                                                     communities
                                                     6                                                                                  in 46 states
 6                                                   5
                                                     4                                             8.4
                                                                                                                                          Leased
 4                                                   3                           5.8
                                                     2          4.7
 2
                                                     1
 0                                                   0
           2010          2017            2022 F               2010             2020 F            2030 F                              Supportive
         Age 75+           Age 75+        Age 80+                                                                                 ancillary services
         Income $50k +                                                                                                             • Home health
                                                                                                                                   • Hospice
       Average move-in age to BKD(3)
                                                                                                                                   • Outpatient
            • 82: IL Entry Fee
                                                                                                                                      therapy
            • 83: IL
            • 85: AL

                                Sources:
                                (1) ESRI, Brookdale
                                (2) Alzheimer’s Association publication 2017 Alzheimer’s Disease Facts and Figures; in publication seniors are defined as age 65+
                                (3) Brookdale internal data based on resident fees for the full year 2017                                                           11
Strategy   Competitive      Top
Changes    Environment   Priorities

                                      12
Top Priorities

               Our Mission                                        Our Strategy
   Enriching the lives of those we serve with         Win Locally by providing choices for high
 compassion, respect, excellence and integrity       quality care & personalized service by caring
                                                     associates while leveraging industry leading
                Our Vision
                                                                 scale and experience
To be the nation’s first choice in senior living

                                          Our Plan

                                      Earn resident and family
   Attract, engage, develop,        trust and endorsements by           Take action to provide
       and retain the best             providing valued high         attractive long-term returns
           associates                     quality care and               to our shareholders
                                       personalized service

            Associates                        Residents                       Shareholders

                                                                                                     13
Our Associate Strategy
    Associate Value Proposition                                                                      Key Metrics
                                                                                72%
• “My Deal”(1)                                                                                       Retention Rate(2)
   • 2017: First step was to invest more in                                     69%
     top community leaders and in wages
     within key competitive markets                                             66%

   • 2018: Expanding 2017 model deeper
     into the community organizations                                           63%
                                                                                           4Q 16        1Q 17        2Q 17        3Q 17        4Q 17

• “My Leader”(3)
                                                                                 65                    Days to Fill(4)
   • Right leaders in the right roles
                                                                                 60
   • Validate local decision rights and
     create a unified operating model                                            55

                                                                                 50
• “My Career”
                                                                                 45
   • Develop career pathways to extend                                                    4Q 16        1Q 17        2Q 17        3Q 17        4Q 17
     associates’ tenure

   Goal: To have a competitive associate value proposition so our
  vibrant, engaged workforce drives positive resident experiences.
                   Source: Brookdale Internal Data,
                   (1) “My Deal” is the total rewards program for employees, including compensation and benefits
                   (2) Consolidated comparable retention rate of Executive Directors and Health & Wellness Directors based on rolling 12 months average
                   (3) “My Leader” includes performance management, training and development
                   (4) Days to fill for Executive Director and Health & Wellness Director positions                                                       14
Our Resident Strategy
 Narrow focus and excel at providing quality care and
 housing to seniors while improving same community
 RevPAR and margin

 Win locally and leverage scale effectively

 Optimize our marketing spend through improved
 coordination between local and national activity

 Build relationships that create passionate advocates
 and generate referrals

                     Key Metrics: Brookdale Same Community
88%                                                  RevPAR(2)
              Occupancy(1)
86%                                                                       4Q 2016 1Q 2017 2Q 2017 3Q 2017 4Q 2017
                                                                          $ 3,919           $ 4,023            $ 3,966            $ 3,945            $ 3,942
84%
      4Q 16   1Q 17   2Q 17        3Q 17        4Q 17                                                            + $23
                      (1) Senior Housing weighted average unit occupancy
                      (2) RevPAR, or average monthly senior housing resident fee revenues per available unit, is defined by Brookdale 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                                                                                                        15
Long-Term Shareholder Value Creation

  EBITDA Margin Accretion                             Improve
   (through Revenue and G&A)                    Adj. Free Cash Flow

                                Shareholder
                               Value Creation

          Monetize                                Return Value to
        Select Assets                              Shareholders

                                                                      16
Focus on Maximizing RevPAR

   Incremental growth from occupancy                                                          Incremental growth from rate

                                                                                                                                    1% above
   Historical High   89.6%                                                                              +1.0%                        expense
                                                                   89.6%
                                                                                                                                     inflation
                                                                                                                                      ~$30M
                                                                                                                                   Incremental
                                                                                                                                    Operating
                                                                                                                                      Margin
                     86.2%                                         86.2%
                                             1% ~$25M                                                 Expense
                                                                                                      Inflation
                                            Incremental
         Q4 2017     85.2%                   Operating             85.2%
                                              Margin

   Approximately 65% of revenue growth from                                                Rate increases above expense inflation
 occupancy falls to incremental operating income                                            fall to incremental operating income

                        This slide represents illustrative scenarios based on full year 2017, rounded to the nearest $5 million.
                        The results of an actual 1% change may vary by quarter.
                                                                                                                                                 17
Cost Savings Initiatives
  Initiatives                Examples of Actions                                                       Expected Results

                                 •    Eliminate
                                 •    Streamline
  Productivity
                                 •    Standardize                                                                  2018
                                 •    Automate
                                                                                                               ~ $25 million
                                                                                                              G&A savings(1)
                                 Eliminate:
 Cost Controls                   •    Through attrition
                                 •    Positions from
                                      streamlined operations
                                                                                                             2019
                                                                                                       Margin expansion

                                 Following asset sales
     Scaling                     reduce
    (related to                  • G&A
 community sales)                • OpEx                                                             while driving positive
                                 • CapEx
                                                                                                    resident experiences

                    (1) G&A Savings of $25 million are prior to normal cost inflation and normalized bonus.
                                                                                                                               18
Portfolio Optimization and New Real Estate Strategy
                                                  Goals:
       • Create Value for Shareholders                      • Simplify our Business

2016
•   50 owned assets sold                                        Cumulative Divestitures since 2016
•    7 communities’ leases terminated
                                                                               Consolidated Units
2017
                                                            15,000
•     3 owned assets sold
•   43 communities’ leases terminated
       • 25 HCP (announced in November 2016)
       • 18 Other                                           10,000
•   62 communities’ leases terminated
    (restructured into unconsolidated Blackstone venture)
Previously announced transactions expected in 2018
                                                             5,000
•   15 owned assets to be sold
•   33 communities’ leases to be terminated
•   37 joint venture communities’ management
      agreements may be terminated by HCP
                                                                0
•    6 managed or leased communities to be acquired                  1H 2016   2H 2016       1H 2017   2H 2017
Future transactions, announced today
•   Approximately 30 owned assets to be sold

                                                                                                                 19
Improving Balance Sheet Metrics

                                                  $1,000      $584.0       $426.7            $546.0             $899.4             $872.6

                              $ in millions
      Liquidity                                    $500        216.4        59.2              181.3
                                                                                                                 537.9              514.4

     improving                                                 367.6        367.5             364.7              361.5              358.2
                                                      $-
    ($ in millions)                                        12/31/2016     3/31/2017       6/30/2017          9/30/2017         12/31/2017
                                                Cash, Cash Equivalents & Marketable Securities          Line of Credit available to draw

                                                $500,000
                               $ in thousands

 Debt maturities(1):
                                                $250,000
no year with more
than ~$500 million                                    $-
  until after 2022                                            2018          2019              2020               2021               2022
                                                 Mortgage Notes Payable     Other Notes Payable              Convertible Notes Payable
                                   CapEx Dollars
                                    per Unit (2)

      Optimize                                                3,526                          2,917
                                                                           2,511                                 2,013              2,124
  community level
capital expenditures                                         2013          2014              2015               2016               2017

                      (1) Debt maturities defined as cash carrying value of debt
                      (2) CapEx per unit represents community-level capital expenditures divided by the weighted average number of available
                          units for the consolidated portfolio for the period.
                                                                                                                                               20
Pro-forma 2017
The following table reflects (i) our actual consolidated results for the full year 2017, (ii) the impact on our consolidated results of dispositions of three owned communities and the 105 lease
terminations that occurred during 2017, assuming such transactions had closed on December 31, 2016; (iii) our consolidated results for the full year 2017 on a pro-forma basis assuming that such
transactions had closed on December 31, 2016; (iv) the impact on our consolidated results of planned dispositions of 15 assets held for sale as of December 31, 2017, the terminations of leases on 33
communities expected to occur in 2018, the terminations of management agreements on 37 communities and other interim management arrangements, and our acquisition of 6 leased or managed
communities expected to occur in 2018, assuming such transactions had closed on December 31, 2016; and (v) our consolidated results for the full year 2017 on a pro-forma basis assuming that such
transactions had closed on December 31, 2016. The table does not reflect the impact of our plans to market in 2018 and sell approximately 30 owned communities.
($ in 000s)                                                                                                                                                    Pro-Forma 2017
                                                                                                                         Amounts       Actual Results Less Amounts   Attributable to Actual Results Less
                                                                                                                      Attributable to Amounts Attributable Pending  Transactions  & Amounts Attributable
                                                                                                      2017 Actual       Completed        to Completed      Transactions Completed to Completed and
                                                                                                        Results        Dispositions       Dispositions           after 2017(1)       Pending Transactions
Consolidated portfolio                                                                                    A                  B                A+B                      C                   A+B+C

 Weighted average units operated                                                                            71,365            (4,563)              66,802                    (3,844)                62,958

 Senior Housing revenue                                                                           $      3,333,878 $       (172,556) $          3,161,322 $                (154,432) $           3,006,890
 Brookdale Ancillary Services revenue                                                                      446,262              -                 446,262                       -                  446,262
  Senior Housing and Brookdale Ancillary Services revenue                                                3,780,140         (172,556)            3,607,584                  (154,432)             3,453,152

 Add: Management fee revenue                                                                                75,845           (5,618)                70,227                 (13,606)                 56,621
 Less: Facility operating expense                                                                       (2,602,155)         135,037             (2,467,118)                116,793              (2,350,325)
 Less: General and administrative expense (excluding transaction and strategic project costs)             (252,633)             -                 (252,633)                    -                  (252,633)
 Add: Non-cash stock-based compensation expense                                                             27,832              -                   27,832                     -                    27,832
 Less: Cash operating lease payments                                                                      (365,077)          13,245               (351,832)                  6,682                (345,150)
 Adjusted EBITDA (excluding transaction and strategic project costs)                                       663,952          (29,892)               634,060                 (44,563)                589,497
 Less: Transaction and strategic project costs                                                            (25,386)              -                 (25,386)                      -                  (25,386)
 Adjusted EBITDA                                                                                          638,566           (29,892)              608,674                   (44,563)               564,111

 Less: Interest expense, net                                                                              (290,932)          22,298              (268,634)                  32,361                (236,273)
 Less: Lease financing debt amortization                                                                   (64,906)           3,710               (61,196)                   9,440                 (51,756)
 Add: Proceeds from entrance fees, net of refunds and amortization                                             632              577                 1,209                      205                   1,414
 Add/Less: Other                                                                                               660             (759)                  (99)                    (131)                   (230)
 Less: Non-development capex, net                                                                         (186,467)             127              (186,340)                   3,722                (182,618)
 Adjusted Free Cash Flow                                                                          $         97,553 $         (3,939) $             93,614 $                  1,034 $                94,648
(1) Includes management fees received in 2017 related to interim management arrangements entered into in connection with terminations of leases, but excludes prospective management fees for
such arrangements. Includes approximately $1.6 million of estimated non-development capex, net, and estimated interest expense, net, associated with non-recourse mortgage financing for 6
communities that were acquired or are expected to be acquired during 2018. Assumes that HCP elects to terminate management agreements on 37 communities and other interim management
arrangements during 2018. The closings of the expected sales of assets are subject (where applicable) to our successful marketing of such assets on terms acceptable to us, and the closings of the
various pending transactions and expected sales of assets are, or will be, subject to the satisfaction of various closing conditions, including (where applicable) the receipt of regulatory approvals.
However, there can be no assurance that the transactions will close or, if they do, when the actual closings will occur.
                                         Important Note Regarding Non-GAAP Financial Measures. Adjusted EBITDA and Adjusted Free Cash Flow are financial measures that are not
                                         calculated in accordance with U.S. generally accepted accounting principles (GAAP). See the definitions of, and important information regarding,
                                         such measures, including reconciliations to the most comparable GAAP financial measures, under “Non-GAAP Financial Measures” below.
                                                                                                                                                                                                              21
Summary

1. Strategy is focused

  •   Enhanced real estate strategy

  •   Targeted focus on improving operations and performance

       Start:     Investing deeper in the communities
       Stop:      Making local decisions nationally and
                   non-essential projects
       Continue: Cost savings initiatives

2. Creating a stronger company, focused on winning locally

3. Commitment to shareholder value creation

                                                               22
Non-GAAP Financial Measures
This Investor Presentation 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; Adjusted Free Cash
Flow; and the Company’s Proportionate Share of Adjusted Free Cash Flow of Unconsolidated Ventures. 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, 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 definitions and 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 February 22, 2018 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.
Accounting Standards Update 2016-15, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash
Payments ("ASU 2016-15") is effective for the Company on January 1, 2018 and will be applied retrospectively for all
periods presented. Among other things, ASU 2016-15 provides that debt prepayment and extinguishment costs will be
classified within financing activities. We have identified $11.7 million of cash paid for debt modification and extinguishment
costs for the year ended December 31, 2017, which we have determined will be retrospectively classified as cash flows from
financing activities and will result in an increase to the amount of net cash provided by operating activities for such years.
We do not anticipate changing our definition of Adjusted Free Cash Flow as a result of our adoption of ASU 2016-15. As a
result, we anticipate that in future presentations of Adjusted Free Cash Flow that accompany 2018 financial results, the
amount of Adjusted Free Cash Flow for the year ended December 31, 2017 will be increased by $11.7 million.

                                                                                                                                 23
Non-GAAP Financial Measures (Continued)
Adjusted EBITDA — Definition and Reconciliation
The Company defines 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.

The table below reconciles the Company’s Adjusted EBITDA from the Company’s net income (loss) for the year ended December 31, 2017
(in thousands):
                                                                           Year Ended December 31, 2017

                                     Net income (loss)                            $           (571,606)
                                     Benefit for income taxes                                  (16,515)
                                     Equity in loss of unconsolidated ventures                  14,827
                                     Debt modification and extinguishment costs                 12,409
                                     Gain on sale of assets, net                               (19,273)
                                     Other non-operating income                                (11,418)
                                     Interest expense                                          326,154
                                     Interest income                                            (4,623)
                                     Income (loss) from operations                            (270,045)
                                     Depreciation and amortization                             482,077
                                     Goodwill and asset impairment                             409,782
                                     Loss on facility lease termination                         14,276
                                     Straight-line lease income                                (14,313)
                                     Amortization of above market lease, net                    (6,677)
                                     Amortization of deferred gain                              (4,366)
                                     Non-cash stock-based compensation expense                  27,832
                                     Adjusted EBITDA                              $            638,566

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Non-GAAP Financial Measures (Continued)
Adjusted Free Cash Flow — Definitions and Reconciliations
The Company defines 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 Capital Expenditures. Non-Development Capital Expenditures are 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 do 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 in the calculation of Adjusted Free Cash Flow.

Brookdale’s proportionate share of Adjusted Free Cash Flow of unconsolidated ventures is 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.

The table below reconciles the Company’s Adjusted Free Cash Flow from the Company’s net cash provided by (used in) operating activities for the
year ended December 31, 2017 (in thousands):                                             Year Ended December 31, 2017

                 Net cash provided by operating activities                                          $        366,664
                 Net cash used in investing activities                                                      (601,307)
                 Net cash provided by financing activities                                                   240,893
                 Net increase in cash and cash equivalents                                          $           6,250

                 Net cash provided by operating activities                                          $        366,664
                 Changes in operating assets and liabilities                                                  (15,851)
                 Proceeds from refundable entrance fees, net of refunds                                        (2,179)
                 Lease financing debt amortization                                                            (64,906)
                 Distributions from unconsolidated ventures from cumulative share of net earnings              (8,258)
                 Non-development capital expenditures, net                                                  (186,467)
                 Property insurance proceeds                                                                    8,550
                 Adjusted Free Cash Flow                                                            $         97,553

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Non-GAAP Financial Measures (Continued)
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 year ended December 31, 2017 (in thousands). For purposes of
this presentation, amounts for each line item represent the aggregate amounts of such line items for all of the Company’s unconsolidated ventures.

                                                                                                       Year Ended December 31, 2017

Net cash provided by operating activities                                                              $               269,755
Net cash used in investing activities                                                                               (1,267,525)
Net cash provided by financing activities                                                                            1,031,064
Net increase in cash and cash equivalents                                                              $                 33,294

Net cash provided by operating activities                                                              $               269,755
Changes in operating assets and liabilities                                                                             (13,184)
Proceeds from refundable entrance fees, net of refunds                                                                  (17,366)
Non-development capital expenditures, net                                                                             (100,621)
Property insurance proceeds                                                                                               2,425
Adjusted Free Cash Flow of Unconsolidated Ventures                                                     $               141,009

Brookdale's weighted average ownership percentage                                                                        25.1 %

Brookdale’s proportionate share of Adjusted Free Cash Flow of Unconsolidated Ventures                  $                 35,416

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