Enhanced Partnership with HCP

April 23, 2014

Creation of New Investment Platform and Concurrent Lease Restructuring

Exhibit 99.2

Forward-Looking Statements

1

Certain items in this presentation and statements made by or on behalf of Brookdale Senior Living Inc. relating hereto (including statements with respect to the merger of Brookdale and

Emeritus, the proposed CCRC JV and the expanded relationship and joint venture between Brookdale and HCP) 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. Forward-looking statements are generally identifiable by use of

forward-looking terminology such as "may," "will," "should," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "estimate," "overestimate," "underestimate," "believe," "could,"

"would," "project," "predict," "continue," "plan" or other similar words or expressions. Although we believe the 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 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; our inability to extend (or refinance)

debt (including our credit and letter of credit facilities) 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 operating lease payments; the effect of our indebtedness and long-term operating 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 the 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 acquisitions and integrate them into our operations; 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 union activity; departure of our key officers; increases in market interest rates; environmental contamination at any of our facilities; 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;

risks relating to the merger of Brookdale and Emeritus, the proposed CCRC JV and the expanded relationship and joint venture between Brookdale and HCP, including in respect of the

satisfaction of closing conditions to such transactions; unanticipated difficulties and/or expenditures relating to such transactions; the risk that regulatory approvals required for such

transactions are not obtained or are obtained subject to conditions that are not anticipated; uncertainties as to the timing of such transactions; litigation relating to such transactions; the impact

of such transactions on each company’s relationships with residents, employees and third parties; and the inability to obtain, or delays in obtaining cost savings and synergies from such

transactions; 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. We expressly disclaim any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations

with regard thereto or change in events, conditions or circumstances on which any statement is based.

Additional Information

2

In connection with the merger, Brookdale plans to file with the SEC a Registration Statement on Form S-4 that will include a joint proxy statement of Brookdale and Emeritus that also

constitutes a prospectus of Brookdale, as well as other relevant

documents concerning the proposed transaction. STOCKHOLDERS ARE

URGED TO READ THE JOINT PROXY

STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS

WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. A free copy of the joint

proxy statement/prospectus and other filings containing information about Brookdale and Emeritus Corporation may be obtained at the SEC’s Internet site (http://www.sec.gov). You

will also be able to obtain these documents, free of charge, from Brookdale at www.brookdale.com under the heading " About Brookdale / Investor Relations " or from Emeritus

Corporation at www.emeritus.com under the heading " Investors. "

Brookdale and Emeritus Corporation and their respective directors and executive officers may be deemed to be participants in the

solicitation of proxies from Brookdale’s and Emeritus

Corporation’s stockholders in connection with the merger. Information about the directors and executive officers of Brookdale and their ownership of Brookdale common stock is set

forth in the proxy statement for Brookdale’s 2013 annual meeting of stockholders, as filed with the SEC on Schedule 14A on April 30, 2013. Information about the directors and

executive officers of Emeritus Corporation and their ownership of Emeritus Corporation common stock is set forth in the proxy statement for Emeritus Corporation’s 2013 annual

meeting of stockholders, as filed with the SEC on Schedule 14A on April 9, 2013. Additional information regarding the interests of those participants and other persons who may be

deemed participants in the merger may be obtained by reading the

joint proxy statement regarding the merger when it becomes available. Free copies of this document may be obtained

as described in the preceding paragraph. This presentation shall

not constitute an offer to sell or the solicitation of an offer

to sell or the solicitation of an offer to buy any securities, nor

shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any

such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Executive Summary

3

Brookdale

is

entering

into

an

enhanced

partnership

with

HCP

that

creates

a

new

platform

for

growth and favorably impacts the Emeritus merger

(1)

See reconciliations of Non-GAAP measures at the end of the presentation

1

2

As part of the transformational merger with Emeritus (“ESC”), Brookdale (“BKD”) is partnering

with HCP to:

Create a $1.2 billion joint venture to own and operate 14 CCRC campuses

Improve the structure of all 202 ESC leases

153 amended NNN leases with reduced rent

49 leases converted to RIDEA joint venture

Anticipated CFFO

(1)

accretion from the ESC merger increases by 25% to 

approximately

$0.50

per

share

by

Year

3

–

Immediate monetization and value creation from ESC purchase options with HCP

–

Deleverage and de-risk ESC NNN lease portfolios through rent reductions

–

The $0.10 of Additional

Accretion

is

driven by:

Future rent and escalator reduction in NNN lease restructuring

New management fees and elimination of losses after rent and capex from RIDEA conversion

CCRC JV including pending acquisition of 4 managed communities

Unique $1.2 billion CCRC Joint Venture

BKD will own 51% of a JV that owns and operates $1.2 billion of entry fee CCRCs

–

5% management fee, 2% of entry fee resale cash receipts, 2% incentive fee

–

Pro

rata

sharing

of

cash

flows;

all

ancillary

revenue

stays

with

BKD

Significant consolidation potential in entry fee CCRC industry

–

1,860

entry

fee

CCRC

communities

–

81%

are

typically

highly

levered

“non-profits”

–

Little new supply being developed

–

Benefit as housing market continues to recover

4

1

Portfolio Snapshot

Sources

(millions)

BKD Equity

(1)

$516

HCP Equity

$495

In-Place Mortgage Debt

$220

Total

$1,231

JV Capitalization at Inception

7,000

Units

81.0%

occupancy

22

year

Avg.

Age

(1)

Contribution of eight owned and two leasehold campuses (with related purchase options)

IL 67%

AL 11%

ALZ 4%

SNF 18%

Improved Structure of all 202 Leases

5

2

49

Properties

–

Converted

to

RIDEA

JV

153

Properties

–

Amended

NNN

Leases

5,400

Units

79.7%

occupancy

17

year

Avg.

Age

12,800

Units

90.6%

occupancy

16

year

Avg.

Age

HCP has agreed to restructure all 202 ESC leases

–

153 amended NNN leases with reduced rent

–

49 leases converted to RIDEA (20% BKD Ownership)

In consideration, BKD will cancel 49 purchase options and pay $34 million ($24 million net of

deposits)

for

lease

restructuring

over

2

years

(1)

Annual rent reductions drive cash flow; $8.0

million in 2016 and $9.0 million thereafter

HCP to provide $100 million of capital

expenditures through 2017

Eliminates all FMV rent resets

Amended initial term to 15 years on average with

new purchase options totaling $60 million on

under-performing properties

BKD acquires 20% JV interest for $68 million,

financed by HCP at 7%

Eliminates

negative

EBITDA

–

terminates

leases

with negative coverage and above market

escalators

–

Current rent coverage 0.84x before capex

BKD receives management fees, all ancillary

revenues and future participation in 20% of net

cash flows 2017 and beyond

(1)

49 purchase options reflect present value of $130-$160 mm based on 7.25% to 7.75% FMV cap rate range on seniors housing assets. Valuation assumes 10.0% discount rate

Partnership & Merger Drive Potential Upside

6

Management

Base

Case

–

Year

3

Accretion

Levers for Potential Upside

Value of remaining purchase options

Program Max 2.0 at ESC properties

Implement innovative products/services to

capture residents’

healthcare spend

Additional synergies and cost savings

New RIDEA joint venture

New EF CCRC joint venture

G&A

$0.14

Property Level OpEx

$0.12

New Ancillary Services

$0.14

Additional Accretion from

Enhanced

HCP Partnership

$0.10

Total CFFO/Share Accretion

$0.50

Substantial Real Estate Ownership

(1)

Reflects 7.00% to 7.50% FMV cap rate range on seniors housing assets. Valuation assumes 10.0% discount rate.

Leased

–

Other

36,114

32%

Owned

34,545

31%

3

rd

Party Managed

8,498

8%

Fair Market Purchase (“FMV”) Options

Bargain Purchase Option Update

Bargain purchase options on 32 communities with

approximately 4,000 units after transaction

Estimated

present

value

of

$140

-

$160

million

(1)

Opportunity

to

recapture

between

$800

million

-

$1.0

billion

of

aggregate

real

estate

Approximately 45% exercisable by end of 2017

FMV purchase options on 88 communities with 4,355

units

Opportunity to recapture approximately $1.0 billion of

aggregate real estate

Approximately 50% exercisable by end of 2017

JV Owned

20,717

18%

Leased

–

Amended

HCP 153

12,800

11%

Unit Ownership –

Post ESC merger/HCP transactions

7

Brookdale Non-GAAP Financial Measures

8

CFFO is a financial measures of operating performance that is not calculated in accordance with U.S. generally accepted accounting

principles (“GAAP”).The Company believes that this non-GAAP measure is useful in identifying trends in day-to-day performance because

it excludes items that are of little or no significance to operations and provide indicators to management of progress in achieving optimal

operating performance. In addition, this measure is used by many research analysts and investors to evaluate the performance and the value

of companies in the senior living industry. The Company strongly urges you to review the reconciliation of net cash provided by operating

activities to CFFO, provided below, along with the Company’s consolidated balance sheets, statements of operations, and statements of cash

flows. The Company defines CFFO and provides other information about this non-GAAP measure in the Company’s Annual Report on

Form 10-K for the year ended December 31,2013 that was filed with the SEC.

Cash From Facility Operations

Cash From Facility Operations (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 cash flows provided by or used in operations, as determined in accordance with GAAP.  We define

CFFO as net cash provided by (used in) operating activities adjusted for changes in operating assets and liabilities, deferred interest and fees

added to principal, refundable entrance fees received, first generation entrance fee receipts at a recently opened entrance fee CCRC prior to

stabilization, entrance fee refunds disbursed adjusted for first generation entrance fee refunds not replaced by second generation entrance fee

receipts at the recently opened community prior to stabilization, lease financing debt amortization with fair market value or no purchase

options, gain (loss) on facility lease termination, recurring capital expenditures (net), distributions from unconsolidated ventures from

cumulative share of net earnings, CFFO from unconsolidated ventures, and other.  Recurring capital expenditures include routine

expenditures capitalized in accordance with GAAP that are funded from current operations.  Amounts excluded from recurring capital

expenditures consist primarily of major projects, renovations, community repositionings, expansions, systems projects or other non-

recurring or unusual capital items (including integration capital expenditures) or community purchases that are funded using lease or

financing proceeds, available cash and/or proceeds from the sale of communities that are held for sale.

Brookdale Cash From Facility Operations Reconciliation

The

table

below

reconciles

CFFO

from

net

cash

provided

by

operating

activities

for

the

three

months

and

years

ended

December

31,

2013

and

2012

(in thousands):

9

2013

2012

2013

2012

Net cash provided by operating activities

117,046

$                      

82,991

$             

366,121

$              

290,969

$          

Changes in operating assets and liabilities

(27,473)

(14,772)

(33,198)

(20,698)

Refundable entrance fees received

(2)

18,875

13,088

48,140

42,600

Entrance fee refunds disbursed

(10,821)

(7,801)

(35,325)

(27,356)

Recurring capital expenditures, net

(10,786)

(10,168)

(42,901)

(38,306)

(3,594)

(3,132)

(13,927)

(12,120)

(602)

(72)

(2,691)

(1,507)

CFFO from unconsolidated ventures

1,825

1,279

7,804

5,376

Cash From Facility Operations

84,470

$                        

61,413

$             

294,023

$              

238,958

$          

(1)

,

(1)

,

Years Ended December 31

Lease financing debt amortization with fair market value or no purchase options

Distributions from unconsolidated ventures from cumulative share of net earnings 

Three Months Ended December 31

(1) The calculation of Cash From Facility Operations includes integration, transaction-related and EMR roll-out costs of $4.1 million and $14.5

million for the three months and year ended December 31, 2013, respectively. The calculation of Cash From Facility Operations includes

integration, transaction-related and EMR roll-out costs of $7.2 million and $23.5 million for the three months and year ended December 31,

2012, respectively.

(2)  Total entrance fee receipts for the three months ended December 31, 2013 and 2012 were $32.5 million and $22.9 million, respectively,

including $13.6 million and $9.8 million, respectively, of non-refundable entrance fee receipts included in net cash provided by operating

activities.  Total entrance fee receipts for the years ended December 31, 2013 and 2012 were $92.3 million and $82.7 million, respectively,

including $44.2 million and $40.1 million, respectively, of non-refundable entrance fee receipts included in net cash provided by operating

activities.