Brookdale Senior Living Inc.
Corporate Overview - selected financial information
As of March 31, 2014

Corporate Overview

Brookdale Senior Living Inc. ("Brookdale") is a leading owner and operator of senior living communities throughout the United States. The Company is committed to providing an exceptional living experience through properties that are designed, purpose-built and operated to provide the highest-quality service, care and living accommodations for residents. As of March 31, 2014, the Company operates independent living, assisted living, and dementia-care communities and continuing care retirement centers, with 647 communities in 36 states and the ability to serve approximately 66,000 residents. Through Brookdale Ancillary Services, the Company also offers a range of outpatient therapy, home health and hospice services, primarily to residents of its communities.

Stock Listing

Common Stock
NYSE: BKD

Community Information

Ownership Type	Number of Communities			Number of Units			Percentage of Q1 2014 Resident and Management Fees			Percentage of Q1 2014 Facility Operating Income
Owned		226			23,523			42.2	%		41.7	%
Leased		329			25,805			47.0	%		49.5	%
Brookdale Ancillary Services		N/	A		N/	A		9.7	%		5.6	%
Managed		92			16,996			1.1	%		3.2	%
Total		647			66,324			100.0	%		100.0	%

Operating Type - By Segment
Retirement Centers		74			14,256			20.1	%		24.7	%
Assisted Living		440			22,483			42.2	%		46.1	%
CCRCs - Rental		26			6,527			14.9	%		11.8	%
CCRCs - Entry Fee		15			6,062			12.0	%		8.6	%
Brookdale Ancillary Services		N/	A		N/	A		9.7	%		5.6	%
Management Services		92			16,996			1.1	%		3.2	%
Total		647			66,324			100.0	%		100.0	%

CFFO Per Share

($ except where indicated)	FY 2013										FY 2014
		Q1		Q2		Q3		Q4	Full Year⁽¹⁾			Q1
Reported CFFO	$	0.55	$	0.58	$	0.57	$	0.68	$	2.38	$	0.54
Add: integration, transaction-related and EMR roll-out costs		0.02		0.03		0.04		0.03		0.12		0.10
Adjusted CFFO	$	0.57	$	0.61	$	0.61	$	0.71	$	2.50	$	0.64

Weighted average shares (000's)		122,823		123,405		124,128		124,308				124,478
Period end outstanding shares (excluding unvested restricted shares) (000's)		123,040		124,061		124,285		124,354				124,816

^{(1) Full year CFFO for all periods is calculated as the sum of the quarterly amounts for the year.}

Investor Relations

Ross Roadman
SVP, Investor Relations
Brookdale Senior Living Inc.
111 Westwood Place, Suite 400
Brentwood, TN 37027
Phone (615) 564-8104
rroadman@brookdaleliving.com

Note: See accompanying first quarter earnings release for non-GAAP financial measure definitions and reconciliations.

Brookdale Senior Living Inc.
Segment Operating Information
As of March 31, 2014

Senior Housing Operating Information

	FY 2013															FY 2014
		Q1			Q2			Q3			Q4		Full Year				Q1 (1)
Retirement Centers
Number of communities (period end)		76			76			76			76			76			74
Total average units(2)		14,429			14,429			14,444			14,454			14,439			14,161
Weighted average unit occupancy		89.5	%		89.4	%		90.2	%		90.1	%		89.8	%		89.3	%
Senior Housing average monthly revenue per unit(3)	$	3,328		$	3,362		$	3,408		$	3,426		$	3,381		$	3,490

Assisted Living
Number of communities (period end)		431			432			432			438			438			440
Total average units(2)		21,556			21,499			21,513			22,149			21,679			22,435
Weighted average unit occupancy		89.1	%		89.4	%		90.0	%		90.1	%		89.7	%		89.6	%
Senior Housing average monthly revenue per unit(3)	$	4,523		$	4,519		$	4,518		$	4,480		$	4,510		$	4,599

CCRCs - Rental
Number of communities (period end)		27			27			27			26			26			26
Total average units(2)		6,687			6,684			6,687			6,617			6,669			6,457
Weighted average unit occupancy		87.6	%		86.2	%		86.7	%		86.8	%		86.8	%		86.6	%
Senior Housing average monthly revenue per unit(3)	$	5,709		$	5,649		$	5,759		$	5,742		$	5,715		$	5,839

CCRCs - Entry Fee
Number of communities (period end)		14			14			14			14			14			15
Total average units(2)		5,281			5,295			5,308			5,329			5,303			5,527
Weighted average unit occupancy		84.6	%		83.8	%		84.1	%		84.3	%		84.2	%		84.7	%
Senior Housing average monthly revenue per unit(3)	$	5,011		$	5,025		$	4,994		$	5,023		$	5,013		$	5,124

Senior Housing Totals
Number of communities (period end)		548			549			549			554			554			555
Total average units(2)		47,953			47,907			47,952			48,549			48,090			48,580
Weighted average unit occupancy		88.5	%		88.3	%		89.0	%		89.0	%		88.7	%		88.6	%
Senior Housing average monthly revenue per unit(3)	$	4,375		$	4,373		$	4,397		$	4,387		$	4,383		$	4,491

Management Services
Number of communities (period end)		101			101			102			95			95			92
Total average units(2)		18,114			18,310			18,291			17,618			18,083			17,140
Weighted average occupancy		84.9	%		84.9	%		85.7	%		86.1	%		85.4	%		86.3	%
Average monthly revenue per unit(3)	$	3,460		$	3,505		$	3,499		$	3,588		$	3,512		$	3,706

Brookdale Ancillary Services Operating Information

	FY 2013				FY 2014
	Q1	Q2	Q3	Q4	Q1
Brookdale Ancillary Services
Brookdale units served:
Outpatient Therapy consolidated	38,017	38,075	38,253	38,308	37,974
Home Health consolidated	32,389	32,864	33,940	33,894	34,518
Outpatient Therapy non-consolidated	13,502	14,177	14,733	14,017	14,138
Home Health non-consolidated	13,326	13,232	13,601	12,884	12,819
Total Brookdale units served:
Outpatient Therapy	51,519	52,252	52,986	52,325	52,112
Home Health	45,715	46,096	47,541	46,778	47,337

Outpatient Therapy treatment codes	821,308	840,076	818,758	844,987	812,632
Home Health average census	4,289	4,366	4,574	4,762	5,084

⁽¹⁾	During the three months ended March 31, 2014, two communities moved between segments to more accurately reflect the underlying product offering of each segment. The movement did not change the Company's reportable segments, but it did impact the operating information reported within the Retirement Centers and Assisted Living segments. Prior quarters have not been recast.
⁽²⁾	Total average units operated represent the average units operated during the period, excluding equity homes.
⁽³⁾	Average monthly revenue per unit represents the average of the total monthly revenues, excluding amortization of entrance fees and Brookdale Ancillary Services segment revenue, divided by average occupied units.

Brookdale Senior Living Inc.
Senior Housing Data by Ownership Type
As of March 31, 2014

Senior Housing Operating Information

	FY 2013												FY 2014
		Q1			Q2			Q3 (1)			Q4			Q1

Owned Properties
Number of communities (period end)		219			220			220			225			226
Total average units(2)		22,243			22,153			22,190			22,754			22,775
Weighted average unit occupancy		88.8	%		88.7	%		89.1	%		89.2	%		88.5	%
Senior Housing average monthly revenue per unit(3)	$	4,416		$	4,416		$	4,438		$	4,402		$	4,516

Leased Properties with Bargain Purchase Options
Number of communities (period end)		9			9			9			9			9
Total average units(2)		2,949			2,945			2,944			2,943			2,929
Weighted average unit occupancy		88.2	%		88.0	%		88.6	%		88.5	%		89.0	%
Senior Housing average monthly revenue per unit(3)	$	3,891		$	3,896		$	3,929		$	4,001		$	4,072

Leased Properties with Fair Market Value Purchase Options
Number of communities (period end)		74			74			75			75			75
Total average units(2)		3,364			3,364			3,413			3,438			3,462
Weighted average unit occupancy		90.8	%		90.6	%		90.9	%		90.9	%		90.7	%
Senior Housing average monthly revenue per unit(3)	$	4,675		$	4,638		$	4,645		$	4,637		$	4,677

Leased Properties without Purchase Options
Number of communities (period end)		246			246			245			245			245
Total average units(2)		19,397			19,445			19,405			19,414			19,414
Weighted average unit occupancy		87.9	%		87.6	%		88.5	%		88.6	%		88.2	%
Senior Housing average monthly revenue per unit(3)	$	4,344		$	4,348		$	4,381		$	4,377		$	4,491

Senior Housing Totals
Number of communities (period end)		548			549			549			554			555
Total average units(2)		47,953			47,907			47,952			48,549			48,580
Weighted average unit occupancy		88.5	%		88.3	%		89.0	%		89.0	%		88.6	%
Senior Housing average monthly revenue per unit(3)	$	4,375		$	4,373		$	4,397		$	4,387		$	4,491

⁽¹⁾	During the three months ended September 30, 2013, the Company amended a lease agreement for one community and, in connection therewith, obtained a fair market value purchase option. The results of operations of the community are included within Leased Properties with Fair Market Value Purchase Options beginning in the third quarter of FY 2013. Prior quarters have not been recast.
⁽²⁾	Total average units operated represent the average units operated during the period, excluding equity homes.
⁽³⁾	Average monthly revenue per unit represents the average of the total monthly revenues, excluding amortization of entrance fees and Brookdale Ancillary Services segment revenue, divided by average occupied units.

Brookdale Senior Living Inc.
Segment Financial Data
As of March 31, 2014

Financial Data

($ in 000s)

Retirement Centers	FY 2013					FY 2014
	Q1	Q2	Q3	Q4	Full Year	Q1 (1)
Revenue	128,922	130,170	133,272	133,920	526,284	132,349
Expenses	75,588	75,993	76,452	75,969	304,002	76,119
Segment Operating Income	53,334	54,177	56,820	57,951	222,282	56,230
Segment Operating Margin	41.4%	41.6%	42.6%	43.3%	42.2%	42.5%

Assisted Living	FY 2013					FY 2014
	Q1	Q2	Q3	Q4	Full Year	Q1 (1)
Revenue	260,615	260,497	262,524	268,232	1,051,868	277,431
Expenses	164,330	164,316	165,774	167,770	662,190	172,439
Segment Operating Income	96,285	96,181	96,750	100,462	389,678	104,992
Segment Operating Margin	36.9%	36.9%	36.9%	37.5%	37.0%	37.8%

CCRCs - Rental	FY 2013					FY 2014
	Q1	Q2	Q3	Q4	Full Year	Q1
Revenue	100,327	97,562	100,076	99,010	396,975	97,944
Expenses	71,250	71,995	73,063	71,641	287,949	71,114
Segment Operating Income	29,077	25,567	27,013	27,369	109,026	26,830
Segment Operating Margin	29.0%	26.2%	27.0%	27.6%	27.5%	27.4%

CCRCs - Entry Fee	FY 2013					FY 2014
	Q1	Q2	Q3	Q4	Full Year	Q1
Revenue	74,308	74,016	74,110	75,322	297,756	79,169
Expenses	54,737	56,244	55,892	54,490	221,363	59,534
Segment Operating Income	19,571	17,772	18,218	20,832	76,393	19,635
Segment Operating Margin	26.3%	24.0%	24.6%	27.7%	25.7%	24.8%

Bridge to Cash Basis for CCRCs - Entry Fee segment
Revenue	74,308	74,016	74,110	75,322	297,756	79,169
Less: revenue amortization (non-cash)	(7,133)	(7,032)	(7,013)	(7,831)	(29,009)	(7,202)
Add: net entrance fees (cash)	7,553	16,422	11,370	21,661	57,006	6,513
Adjusted revenue	74,728	83,406	78,467	89,152	325,753	78,480
Expenses	54,737	56,244	55,892	54,490	221,363	59,534
Adjusted Segment Operating Income	19,991	27,162	22,575	34,662	104,390	18,946
Adjusted Segment Operating Margin	26.8%	32.6%	28.8%	38.9%	32.0%	24.1%

Total Senior Housing	FY 2013					FY 2014
(GAAP Basis)	Q1	Q2	Q3	Q4	Full Year	Q1
Revenue	564,172	562,245	569,982	576,484	2,272,883	586,893
Expenses	365,905	368,548	371,181	369,870	1,475,504	379,206
Operating Income	198,267	193,697	198,801	206,614	797,379	207,687
Operating Margin	35.1%	34.5%	34.9%	35.8%	35.1%	35.4%
G&A Allocation (2)	25,526	23,224	22,647	24,658	96,055	24,396
G&A Allocation as a % of revenue	4.5%	4.1%	4.0%	4.3%	4.2%	4.2%
Adjusted Operating Income	172,741	170,473	176,154	181,956	701,324	183,291
Adjusted Operating Margin	30.6%	30.3%	30.9%	31.6%	30.9%	31.2%

Brookdale Senior Living Inc.
Segment Financial Data
As of March 31, 2014

Financial Data (continued)

($ in 000s)

Brookdale Ancillary Services	FY 2013					FY 2014
	Q1	Q2	Q3	Q4	Full Year	Q1
Revenue	60,198	58,693	61,162	62,097	242,150	63,417
Expenses	47,098	47,479	49,398	52,466	196,441	50,664
Segment Operating Income	13,100	11,214	11,764	9,631	45,709	12,753
Segment Operating Margin	21.8%	19.1%	19.2%	15.5%	18.9%	20.1%
G&A Allocation (2)	6,055	6,005	5,516	5,806	23,382	5,642
G&A Allocation as a % of revenue	10.1%	10.2%	9.0%	9.3%	9.7%	8.9%
Adjusted Segment Operating Income	7,045	5,209	6,248	3,825	22,327	7,111
Adjusted Segment Operating Margin	11.7%	8.9%	10.2%	6.2%	9.2%	11.2%

Total Senior Housing and Brookdale Ancillary Services	FY 2013					FY 2014
(GAAP Basis)	Q1	Q2	Q3	Q4	Full Year	Q1
Revenue	624,370	620,938	631,144	638,581	2,515,033	650,310
Expenses	413,003	416,027	420,579	422,336	1,671,945	429,870
Operating Income	211,367	204,911	210,565	216,245	843,088	220,440
Operating Margin	33.9%	33.0%	33.4%	33.9%	33.5%	33.9%
G&A Allocation (2)	31,581	29,229	28,163	30,464	119,437	30,038
G&A Allocation as a % of revenue	5.1%	4.7%	4.5%	4.8%	4.7%	4.6%
Adjusted Operating Income	179,786	175,682	182,402	185,781	723,651	190,402
Adjusted Operating Margin	28.8%	28.3%	28.9%	29.1%	28.8%	29.3%

Management Services	FY 2013					FY 2014
	Q1	Q2	Q3	Q4	Full Year	Q1
Revenue (Management Fees)	7,609	7,744	7,622	8,150	31,125	7,402
Expenses (G&A Allocation) (2)	6,031	6,192	6,106	6,334	24,663	6,116
Segment Operating Income	1,578	1,552	1,516	1,816	6,462	1,286
Segment Operating Margin	20.7%	20.0%	19.9%	22.3%	20.8%	17.4%

Total Senior Housing, Brookdale Ancillary and Management Services	FY 2013					FY 2014
(GAAP Basis)	Q1	Q2	Q3	Q4	Full Year	Q1
Revenue	631,979	628,682	638,766	646,731	2,546,158	657,712
Expenses	413,003	416,027	420,579	422,336	1,671,945	429,870
Operating Income	218,976	212,655	218,187	224,395	874,213	227,842
Operating Margin	34.6%	33.8%	34.2%	34.7%	34.3%	34.6%
G&A Allocation (2)	37,612	35,421	34,269	36,798	144,100	36,154
G&A Allocation as a % of revenue	6.0%	5.6%	5.4%	5.7%	5.7%	5.5%
Adjusted Operating Income	181,364	177,234	183,918	187,597	730,113	191,688
Adjusted Operating Margin	28.7%	28.2%	28.8%	29.0%	28.7%	29.1%

(1) During the three months ended March 31, 2014, two communities moved between segments to more accurately reflect the underlying product offering of each segment. The movement did not change the Company's reportable segments, but it did impact the revenue and expenses reported within the Retirement Centers and Assisted Living segments. Prior quarters have not been recast.
(2) Excludes non-cash stock-based compensation expense and integration, transaction-related and EMR roll-out costs.

Brookdale Senior Living Inc.
Senior Housing Data by Ownership Type
As of March 31, 2014

Financial Data

($ in 000s)

Owned Properties	FY 2013					FY 2014
	Q1	Q2	Q3	Q4	Full Year	Q1
Revenue	266,322	265,139	267,922	273,439	1,072,822	277,700
Expenses	175,672	176,623	178,382	178,941	709,618	182,706
Segment Operating Income	90,650	88,516	89,540	94,498	363,204	94,994
Segment Operating Margin	34.0%	33.4%	33.4%	34.6%	33.9%	34.2%

Bridge to Cash Basis for CCRCs - Entry Fee
Revenue	266,322	265,139	267,922	273,439	1,072,822	277,700
Less: revenue amortization (non-cash)	(4,664)	(4,821)	(4,660)	(5,404)	(19,549)	(4,635)
Add: net entrance fees (cash)	5,449	10,936	8,014	13,694	38,093	4,079
Adjusted revenue	267,107	271,254	271,276	281,729	1,091,366	277,144
Expenses	175,672	176,623	178,382	178,941	709,618	182,706
Adjusted Segment Operating Income	91,435	94,631	92,894	102,788	381,748	94,438
Adjusted Segment Operating Margin	34.2%	34.9%	34.2%	36.5%	35.0%	34.1%

Leased Properties with Bargain Purchase Options	FY 2013					FY 2014
	Q1	Q2	Q3	Q4	Full Year	Q1
Revenue	32,254	32,096	32,667	33,177	130,194	33,805
Expenses	20,766	21,308	21,230	21,518	84,822	21,806
Segment Operating Income	11,488	10,788	11,437	11,659	45,372	11,999
Segment Operating Margin	35.6%	33.6%	35.0%	35.1%	34.8%	35.5%

Leased Properties with Fair Market Value Purchase Options	FY 2013					FY 2014
	Q1	Q2	Q3 (1)	Q4	Full Year	Q1
Revenue	42,842	42,408	43,235	43,474	171,959	44,058
Expenses	26,940	27,011	27,228	27,293	108,472	27,691
Segment Operating Income	15,902	15,397	16,007	16,181	63,487	16,367
Segment Operating Margin	37.1%	36.3%	37.0%	37.2%	36.9%	37.1%

Leased Properties without Purchase Options	FY 2013					FY 2014
	Q1	Q2	Q3 (1)	Q4	Full Year	Q1
Revenue	222,754	222,602	226,158	226,394	897,908	231,330
Expenses	142,527	143,606	144,341	142,118	572,592	147,003
Segment Operating Income	80,227	78,996	81,817	84,276	325,316	84,327
Segment Operating Margin	36.0%	35.5%	36.2%	37.2%	36.2%	36.5%

Total Senior Housing	FY 2013					FY 2014
(GAAP Basis)	Q1	Q2	Q3	Q4	Full Year	Q1
Revenue	564,172	562,245	569,982	576,484	2,272,883	586,893
Expenses	365,905	368,548	371,181	369,870	1,475,504	379,206
Operating Income	198,267	193,697	198,801	206,614	797,379	207,687
Operating Margin	35.1%	34.5%	34.9%	35.8%	35.1%	35.4%

(1) During the three months ended September 30, 2013, the Company amended a lease agreement for one community and, in connection therewith, obtained a fair market value purchase option. The results of operations of the community are included within Leased Properties with Fair Market Value Purchase Options beginning in the third quarter of FY 2013. Prior quarters have not been recast.

Brookdale Senior Living Inc.
Same Community and Capital Expenditure Information
As of March 31, 2014

Same Community Information

($ in 000s, except Avg. Mo. Revenue/Unit)	Senior Housing
	Three Months Ended March 31,
	2014			2013			% Change
Revenue	$	536,516		$	521,569			2.9	%
Operating Expense		352,608			343,941			2.5	%
Facility Operating Income	$	183,908		$	177,628			3.5	%
Facility Operating Margin		34.3	%		34.1	%		0.2	%

# Communities		523			523
Avg. Period Occupancy		88.7	%		88.6	%		0.1	%
Avg. Mo. Revenue/Unit	$	4,535		$	4,414			2.7	%


	Brookdale Ancillary Services
	Three Months Ended March 31,
		2014			2013		% Change
Revenue	$	38,168		$	38,992			-2.1	%
Operating Expense		30,344			30,163			0.6	%
Facility Operating Income	$	7,824		$	8,829			-11.4	%
Facility Operating Margin		20.5	%		22.6	%		-2.1	%

# Units served (1)		29,476			29,476

(1) Units are included in same store calculation where either the therapy or home health, whichever came later, has stabilized or produced revenue for twenty-four months.

Schedule of Capital Expenditures

($ in 000s)

	Three Months Ended March 31,
Type	2014		2013
Recurring	$	9,369	$	9,324
Corporate (2)		4,386		4,046
EBITDA-enhancing / Major Projects (3)		22,881		21,173
Program Max / Development, net (4)		11,465		14,636
Net Total Capital Expenditures (5)	$	48,101	$	49,179

Brookdale Senior Living Inc.

Capital Structure - selected financial information

As of March 31, 2014

($ in 000s)

Debt Maturities and Scheduled Principal Repayments

	Maturities
	Mortgage		weighted			Line of		weighted			Capital		weighted			Total
	Debt (1)		rate (2)			Credit		rate (2)			Leases		rate (2)			Debt

2014	$	24,630		3.85	%	$	-		-		$	24,906		7.99	%	$	49,536
2015		28,176		4.09	%		-		-			34,491		8.08	%		62,667
2016		60,124		4.60	%		-		-			29,861		8.32	%		89,985
2017		359,729		5.30	%		-		-			61,256		8.15	%		420,985
2018		785,062		3.41	%		25,000		3.75	%		24,172		8.48	%		834,234
Thereafter		1,058,659		3.95	%		-		-			118,341		7.98	%		1,177,000
Total	$	2,316,380		3.99	%	$	25,000		3.75	%	$	293,027		8.10	%	$	2,634,407

Coverage Ratios

	Three months ended March 31, 2014
							Interest/Cash Lease
	Units		FOI		Adj. FOI **		Payments		Coverage
Owned communities		23,523	$	99,816	$	82,674	$	23,844		3.5	x
Leased communities *		25,805	$	118,545	$	99,421	$	81,236		1.2	x

* The leased communities include the capital leases.
** Adjusted for 5% management fee and capital expenditures @ $350/unit.

Debt Amortization

	Three months ended March 31,
	2014		2013
Scheduled debt amortization	$	13,842	$	10,361
Lease financing debt amortization - FMV or no purchase option (3)		3,897		3,371
Lease financing debt amortization - bargain purchase option		4,662		3,975
Total debt amortization	$	22,401	$	17,707

Line Availability

($000s)	03/31/13		06/30/13		09/30/13		12/31/13		03/31/14

Total line commitment	$	230,000	$	250,000	$	250,000	$	250,000	$	250,000

Line availability (6)	$	198,563	$	225,331	$	238,565	$	250,000	$	250,000
Ending line balance		45,000		70,000		45,000		30,000		25,000
Available to draw	$	153,563	$	155,331	$	193,565	$	220,000	$	225,000
Cash and cash equivalents		28,242		30,946		42,690		58,511		45,701
Total liquidity (available to draw + cash)	$	181,805	$	186,277	$	236,255	$	278,511	$	270,701

Total letters of credit outstanding	$	77,952	$	75,031	$	71,762	$	72,464	$	71,675

Leverage Ratios

				Annualized
	Balance			Leverage
Debt (1)	$	2,316,380
Capital leases		293,027
Total Debt	$	2,609,407			6.0x

Plus: Line of credit (cash borrowings)		25,000
Less: Unrestricted cash		(45,701	)
Subtotal	$	2,588,706			6.0x

2014 YTD annualized Adjusted EBITDA	$	432,124

Annual cash lease expense multiplied by 8		2,277,920
Total adjusted debt	$	4,866,626			6.8x

2014 YTD annualized Adjusted EBITDAR	$	716,864

Debt Structure

			Weighted
	Balance		rate (2)
Fixed rate debt (1)	$	1,364,497		4.84	%
Variable rate debt (1)		951,883		2.78	%
Capital leases		293,027		8.10	%
Line of credit (cash borrowings)		25,000		3.75	%
Total debt	$	2,634,407

	Balance		% of total
Variable rate debt with interest rate swaps (1) (4)	$	26,853		2.8	%
Variable rate debt with interest rate caps (1) (5)		692,915		72.8	%
Variable rate debt - unhedged (1)		232,115		24.4	%
Total variable rate debt (1)	$	951,883		100.0	%

(1) Includes mortgage debt and convertible notes, but excludes capital leases and line of credit.

(2) Pertaining to variable rate debt, reflects a) market rates for stated reporting period and b) applicable swap rates / cap rates for hedged debt.

(3) Payments are included in CFFO.

(4) Weighted swap rate for stated reporting period is 5.49%.

(5) Weighted cap rate for stated reporting period of 4.69% is materially above current market rates, therefore caps have no impact on consolidated interest expense for given period.

(6) The actual amount available to borrow under the line may vary from time to time as it is based on borrowing base calculations related to the value and performance of the communities securing the facility.

Brookdale Senior Living Inc.
CFFO Reconciliation
As of March 31, 2014

CFFO Calculation

($ in 000s)

	Three Months Ended March 31,
	2014			2013

Net cash provided by operating activities (includes non-refundable entrance fees)	$	52,696		$	64,485
Changes in operating assets and liabilities (eliminates cash flow effect)		28,558			16,446
Add: Refundable entrance fees received		5,924			7,636
Less: Entrance fee refunds disbursed		(8,446	)		(9,320	)
Less: Recurring capital expenditures, net		(9,369	)		(9,324	)
Less: Lease financing debt amortization with fair market value or no purchase options		(3,897	)		(3,371	)
Less: Distributions from unconsolidated ventures from cumulative share of net earnings		(245	)		(668	)
Add: CFFO from unconsolidated ventures		2,241			1,958
Cash From Facility Operations	$	67,462		$	67,842

Add: Integration, transaction-related and EMR roll-out costs		11,783			2,105
Adjusted Cash From Facility Operations	$	79,245		$	69,947

Revenue Reconciliation (1)
($ in 000s except average monthly revenue per quarter)	FY 2013															FY 2014
		Q1			Q2			Q3			Q4		Full Year				Q1
Revenue reconciliation excl. entrance fee amortization
Average monthly revenue per quarter		4,375			4,373			4,397			4,387			4,383			4,491
Average monthly units (excluding equity homes) available		47,956			47,929			47,953			48,548			48,097			48,562
Average occupancy for the quarter		88.5	%		88.3	%		89.0	%		89.0	%		88.7	%		88.6	%
Senior Housing resident fee revenue	$	557,039		$	555,213		$	562,969		$	568,653		$	2,243,874		$	579,691

Add: Brookdale Ancillary Services segment revenue		60,198			58,693			61,162			62,097			242,150			63,417
Add: management fee revenue		7,609			7,744			7,622			8,150			31,125			7,402
Total revenues excluding entrance fee amortization	$	624,846		$	621,650		$	631,753		$	638,900		$	2,517,149		$	650,510

CFFO Reconciliation to the Income Statement

Resident and management fee revenue	$	631,979		$	628,682		$	638,766		$	646,731		$	2,546,158		$	657,712
Less: Entrance fee amortization		(7,133	)		(7,032	)		(7,013	)		(7,831	)		(29,009	)		(7,202	)
Adjusted revenues		624,846			621,650			631,753			638,900			2,517,149			650,510

Less: Facility operating expenses		(413,003	)		(416,027	)		(420,579	)		(422,336	)		(1,671,945	)		(429,870	)
Add: Change in future service obligation		-			-			-			(1,917	)		(1,917	)		-
Adjusted facility operating expenses		(413,003	)		(416,027	)		(420,579	)		(424,253	)		(1,673,862	)		(429,870	)

Less: G&A including non-cash stock-based compensation expense		(46,611	)		(46,035	)		(45,824	)		(46,078	)		(184,548	)		(55,509	)
Add: G&A non-cash stock-based compensation expense		6,894			6,988			6,894			5,202			25,978			7,572
Net G&A		(39,717	)		(39,047	)		(38,930	)		(40,876	)		(158,570	)		(47,937	)

Less: Facility lease expense		(69,019	)		(68,777	)		(69,232	)		(69,701	)		(276,729	)		(69,869	)
Add: Straight-line lease expense		748			684			818			347			2,597			(223	)
Less: Amortization of deferred gain		(1,093	)		(1,093	)		(1,093	)		(1,093	)		(4,372	)		(1,093	)
Net lease expense		(69,364	)		(69,186	)		(69,507	)		(70,447	)		(278,504	)		(71,185	)

Add: Entrance fee receipts		16,873			23,878			19,098			32,482			92,331			14,959
Less: Entrance fee disbursements		(9,320	)		(7,456	)		(7,728	)		(10,821	)		(35,325	)		(8,446	)
Net entrance fees		7,553			16,422			11,370			21,661			57,006			6,513

Adjusted EBITDA		110,315			113,812			114,107			124,985			463,219			108,031

Less: Recurring capital expenditures, net		(9,324	)		(10,664	)		(12,127	)		(10,786	)		(42,901	)		(9,369	)
Less: Interest expense, net		(30,668	)		(29,591	)		(29,170	)		(30,557	)		(119,986	)		(29,677	)
Less: Lease financing debt amortization with fair market value or no purchase options		(3,371	)		(3,444	)		(3,518	)		(3,594	)		(13,927	)		(3,897	)
Add: CFFO from unconsolidated ventures		1,958			2,099			1,922			1,825			7,804			2,241
Less: Other		(1,068	)		(1,060	)		(655	)		2,597			(186	)		133

Reported CFFO	$	67,842		$	71,152		$	70,559		$	84,470		$	294,023		$	67,462

Add: integration, transaction-related and EMR roll-out costs		2,105			3,626			4,661			4,078			14,470			11,783
Adjusted CFFO	$	69,947		$	74,778		$	75,220		$	88,548		$	308,493		$	79,245

CFFO Per Share

($ except where indicated)	FY 2013										FY 2014
		Q1		Q2		Q3		Q4	Full Year(2)			Q1
Reported CFFO	$	0.55	$	0.58	$	0.57	$	0.68	$	2.38	$	0.54
Add: integration, transaction-related and EMR roll-out costs		0.02		0.03		0.04		0.03		0.12		0.10
Adjusted CFFO	$	0.57	$	0.61	$	0.61	$	0.71	$	2.50	$	0.64

Shares used in calculation of CFFO (000's)		122,823		123,405		124,128		124,308				124,478

(1) Revenue excludes reimbursed costs incurred on behalf of managed communities.
(2) Full year CFFO for all periods is calculated as the sum of the quarterly amounts for the year.

Note: CFFO is a measurement of liquidity that is not calculated in accordance with GAAP and should not be considered in isolation as a substitute for any GAAP financial measure. CFFO is not a measure of financial performance under GAAP. We strongly urge you to review the reconciliation of CFFO to GAAP net cash provided by operating activities, along with our consolidated financial statements, included in the accompanying earnings release.

Brookdale Senior Living Inc.

Quarterly Entry Fee Information

As of March 31, 2014

Cash Basis ($ in 000's except average resale and refund)

	FY 2013									FY 2014
		Q1		Q2		Q3		Q4			Q1
# Closings		91		128		100		130			95
# of Refunds		87		88		86		103			76

Resale Receipts:
Proceeds from non-refundable entrance fees (1)		9,237		12,124		9,223		13,607			9,035
Proceeds from refundable entrance fees (2)		7,636		11,754		9,875		18,875			5,924
Total Cash Proceeds		16,873		23,878		19,098		32,482			14,959
Refunds of entrance fees (3)		(9,320	)	(7,456	)	(7,728	)	(10,821	)		(8,446	)
Net Resale Cash Flow		7,553		16,422		11,370		21,661			6,513

MyChoice proceeds included in refundable resale receipts above		1,768		4,041		3,205		10,008			282

Average Resale $ (excluding MyChoice proceeds)		165,989		154,977		158,930		172,877			154,495
Average Refund $ (excluding MyChoice refunds)		(98,540	)	(80,773	)	(86,372	)	(94,621	)		(99,816	)

Value of Unsold Inventory ($ in 000's except average resale price)
Gross Value @ Average Resale Price of $155,000	92,070
Refund Attachments	(17,209	)
Net Cash Value	74,861

Income Statement Impact ($ in 000's)
On Brookdale's income statement, non-refundable entrance fees are amortized into revenue based on the unamortized balance per contract divided by the actuarial life of the resident. The following are the non-cash amortized non-refundable entrance fees for each quarter:
	FY 2013				FY 2014
	Q1	Q2	Q3	Q4	Q1
Amortization of entrance fees (incl. gains on terminations)	(7,133)	(7,032)	(7,013)	(7,831)	(7,202)

Principles of Entry Fee Accounting
Certain of Brookdale's communities have residency agreements which require the resident to pay an upfront fee prior to occupying the community and in return for a reduced monthly service fee and certain healthcare benefits. Brookdale has a number of options for residents that give a choice of the amount of refundability of the upfront fee, the amount of entry fee for the unit and the amount of health care benefit in the community's various levels of care. The non-refundable portion of the entrance fee is recorded as deferred revenue and amortized over the estimated stay of the resident based on an actuarial valuation. The refundable portion of a resident's entrance fee is not amortized and is generally refundable within a certain number of months or days following contract termination or upon the sale of the unit.

Notes:

(1) From Statement of Cash Flows (Operating Activities section) with line description: Proceeds from deferred entrance fee revenue.

(2) From Statement of Cash Flows (Financing Activities section) with line description: Proceeds from refundable entrance fees (which includes MyChoice proceeds).

(3) From Statement of Cash Flows (Financing Activities section) with line description: Refunds of entrance fees.

Brookdale Senior Living Inc.

Quarterly Cash Flow Statements

As of March 31, 2014

($ in 000s)

Cash Flow Statements

		Q1 2013			Q2 2013			Q3 2013			Q4 2013		FY 2013				Q1 2014
Cash Flows from Operating Activities
Net income (loss)	$	3,558		$	(5,200	)	$	(967	)	$	(975	)	$	(3,584	)	$	(2,299	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Loss on extinguishment of debt		-			893			53			319			1,265			-
Depreciation and amortization		69,228			71,602			72,744			72,237			285,811			74,334
Asset impairment		-			2,154			504			10,233			12,891			-
Equity in earnings of unconsolidated ventures		(115	)		(445	)		(431	)		(493	)		(1,484	)		(636	)
Distributions from unconsolidated ventures from cumulative share of net earnings		668			773			648			602			2,691			245
Amortization of deferred gain		(1,093	)		(1,093	)		(1,093	)		(1,093	)		(4,372	)		(1,093	)
Amortization of entrance fees		(7,133	)		(7,032	)		(7,013	)		(7,831	)		(29,009	)		(7,202	)
Proceeds from deferred entrance fee revenue		9,237			12,124			9,223			13,607			44,191			9,035
Deferred income tax (benefit) provision		-			-			-			(183	)		(183	)		598
Change in deferred lease liability		748			684			818			347			2,597			(223	)
Change in fair value of derivatives		(135	)		(1,836	)		1,377			(386	)		(980	)		847
(Gain) loss on sale of assets		(926	)		24			26			(96	)		(972	)		76
Change in future service obligation		-			-			-			(1,917	)		(1,917	)		-
Non-cash stock-based compensation		6,894			6,988			6,894			5,202			25,978			7,572
Changes in operating assets and liabilities:
Accounts receivable, net		(9,064	)		1,736			(2,154	)		4,033			(5,449	)		(2,499	)
Prepaid expenses and other assets, net		9,140			(12,679	)		734			10,288			7,483			(5,816	)
Accounts payable and accrued expenses		(10,871	)		12,926			18,540			13,242			33,837			(27,561	)
Tenant refundable fees and security deposits		(335	)		(258	)		(235	)		36			(792	)		(615	)
Deferred revenue		(5,316	)		(1,018	)		4,579			(126	)		(1,881	)		7,933
Net cash provided by operating activities		64,485			80,343			104,247			117,046			366,121			52,696
Cash Flows from Investing Activities
(Increase) decrease in lease security deposits and lease acquisition deposits, net		(1,952	)		(1,066	)		972			(5	)		(2,051	)		7
Decrease (increase) in cash and escrow deposits — restricted		826			2,195			(537	)		8,242			10,726			6,627
Additions to property, plant and equipment and leasehold intangibles, net		(51,614	)		(48,677	)		(61,231	)		(96,005	)		(257,527	)		(59,717	)
Acquisition of assets, net of related payables and cash received		(2	)		(4,833	)		(2,559	)		(27,292	)		(34,686	)		(515	)
(Issuance of) payment on notes receivable, net		(17	)		(47	)		159			73			168			76
Investment in unconsolidated ventures		(5,843	)		(2,149	)		(9,180	)		-			(17,172	)		-
Distributions received from unconsolidated ventures		-			-			100			1,500			1,600			-
Proceeds from sale of assets, net		440			7,114			-			26,582			34,136			-
Net cash used in investing activities		(58,162	)		(47,463	)		(72,276	)		(86,905	)		(264,806	)		(53,522	)
Cash Flows from Financing Activities
Proceeds from debt		8,955			418,667			170,230			65,082			662,934			20,516
Repayment of debt and capital lease obligations		(17,707	)		(470,825	)		(163,209	)		(72,392	)		(724,133	)		(22,401	)
Proceeds from line of credit		105,000			85,000			130,000			105,000			425,000			70,000
Repayment of line of credit		(140,000	)		(60,000	)		(155,000	)		(120,000	)		(475,000	)		(75,000	)
Payment of financing costs, net of related payables		(2,200	)		(5,695	)		(3,299	)		(382	)		(11,576	)		(2,905	)
Refundable entrance fees:
Proceeds from refundable entrance fees		7,636			11,754			9,875			18,875			48,140			5,924
Refunds of entrance fees		(9,320	)		(7,456	)		(7,728	)		(10,821	)		(35,325	)		(8,446	)
Cash portion of loss on extinguishment of debt		-			(453	)		(49	)		-			(502	)		-
Purchase of derivatives		-			(1,489	)		(1,374	)		-			(2,863	)		-
Other		315			321			327			318			1,281			328
Net cash used in financing activities		(47,321	)		(30,176	)		(20,227	)		(14,320	)		(112,044	)		(11,984	)
Net (decrease) increase in cash and cash equivalents		(40,998	)		2,704			11,744			15,821			(10,729	)		(12,810	)
Cash and cash equivalents at beginning of period		69,240			28,242			30,946			42,690			69,240			58,511
Cash and cash equivalents at end of period	$	28,242		$	30,946		$	42,690		$	58,511		$	58,511		$	45,701

(2) Corporate includes capital expenditures for information technology systems and equipment and expenditures supporting the expansion of our support platform and ancillary services programs.

(3) Includes EBITDA-enhancing projects (primarily community renovations and apartment upgrades) and other major building frastructure projects.

(4) Includes community expansions and major repositioning or upgrade projects. Also includes de novo community developments. Amounts shown are amounts invested, net of third party lessor funding received of $11.6 million and $2.4 million for the three months ended March 31, 2014 and 2013, respectively.

(5) Approximately $10.0 million and $10.3 million of expense was recognized during the three months ended March 31, 2014 and 2013, respectively, for normal repairs and maintenance and capital spend under $1,500 per invoice, except for unit turnovers.