10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2016

or

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission File Number: 001-32641

BROOKDALE SENIOR LIVING INC.

(Exact name of registrant as specified in its charter)

Delaware	20-3068069
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

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

(615) 221-2250

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes    No  

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes    No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer   	Accelerated filer                   
Non-accelerated filer      (Do not check if a smaller reporting company)	Smaller reporting company  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes    No  

As of August 5, 2016, 185,914,848 shares of the registrant's common stock, $0.01 par value, were outstanding (excluding unvested restricted shares).

TABLE OF CONTENTS

BROOKDALE SENIOR LIVING INC.

FORM 10-Q

FOR THE QUARTER ENDED JUNE 30, 2016

		PAGE
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets -
	As of June 30, 2016 (Unaudited) and December 31, 2015	3
	Condensed Consolidated Statements of Operations -
	Three and six months ended June 30, 2016 and 2015 (Unaudited)	4
	Condensed Consolidated Statement of Equity -
	Six months ended June 30, 2016 (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows -
	Six months ended June 30, 2016 and 2015 (Unaudited)	6
	Notes to Condensed Consolidated Financial Statements (Unaudited)	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	39
Item 4.	Controls and Procedures	40
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 6.	Exhibits	41
Signatures		42

2

PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements

BROOKDALE SENIOR LIVING INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except stock amounts)

	June 30, 2016			December 31, 2015
Assets	(Unaudited)
Current assets
Cash and cash equivalents	$	39,053		$	88,029
Cash and escrow deposits – restricted		32,343			32,570
Accounts receivable, net		138,614			144,053
Assets held for sale		354,565			110,620
Prepaid expenses and other current assets, net		137,011			122,671
Total current assets		701,586			497,943
Property, plant and equipment and leasehold intangibles, net		7,691,478			8,031,376
Cash and escrow deposits – restricted		33,254			33,382
Investment in unconsolidated ventures		372,961			371,639
Goodwill		697,128			725,696
Other intangible assets, net		115,134			129,186
Other assets, net		260,791			259,342
Total assets	$	9,872,332		$	10,048,564
Liabilities and Equity
Current liabilities
Current portion of long-term debt	$	265,854		$	173,454
Current portion of capital and financing lease obligations		66,697			62,150
Trade accounts payable		78,153			128,006
Accrued expenses		384,444			372,874
Refundable entrance fees and deferred revenue		98,525			99,277
Tenant security deposits		4,425			4,387
Total current liabilities		898,098			840,148
Long-term debt, less current portion		3,442,801			3,459,371
Capital and financing lease obligations, less current portion		2,425,850			2,427,438
Line of credit		186,500			310,000
Deferred liabilities		260,668			266,537
Deferred tax liability		69,382			69,051
Other liabilities		195,582			217,292
Total liabilities		7,478,881			7,589,837
Preferred stock, $0.01 par value, 50,000,000 shares authorized at June 30, 2016 and December 31, 2015; no shares issued and outstanding		—			—
Common stock, $0.01 par value, 400,000,000 shares authorized at June 30, 2016 and December 31, 2015; 193,271,741 and 190,767,191 shares issued and 190,843,340 and 188,338,790 shares outstanding (including 4,942,624 and 3,453,991 unvested restricted shares), respectively		1,908			1,883
Additional paid-in-capital		4,088,290			4,069,283
Treasury stock, at cost; 2,428,401 shares at June 30, 2016 and December 31, 2015		(46,800	)		(46,800	)
Accumulated deficit		(1,649,703	)		(1,565,478	)
Total Brookdale Senior Living Inc. stockholders' equity		2,393,695			2,458,888
Noncontrolling interest		(244	)		(161	)
Total equity		2,393,451			2,458,727
Total liabilities and equity	$	9,872,332		$	10,048,564

See accompanying notes to condensed consolidated financial statements.

3

BROOKDALE SENIOR LIVING INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in thousands, except per share data)

	Three Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015
Revenue
Resident fees	$	1,054,568		$	1,043,978		$	2,115,716		$	2,096,210
Management fees		18,186			14,839			34,966			29,936
Reimbursed costs incurred on behalf of managed communities		186,076			179,367			371,304			359,919
Total revenue		1,258,830			1,238,184			2,521,986			2,486,065
Expense
Facility operating expense (excluding depreciation and amortization of $118,808, $214,116, $232,911 and $422,939, respectively)		693,103			694,991			1,409,005			1,391,880
General and administrative expense (including non-cash stock-based compensation expense of $8,994, $6,851, $18,763 and $15,724, respectively)		90,695			89,545			183,316			179,075
Transaction costs		441			421			1,291			7,163
Facility lease expense		92,682			91,338			189,371			185,809
Depreciation and amortization		133,394			225,645			260,531			446,072
Asset impairment		4,152			—			7,527			—
Loss on facility lease termination		—			—			—			76,143
Costs incurred on behalf of managed communities		186,076			179,367			371,304			359,919
Total operating expense		1,200,543			1,281,307			2,422,345			2,646,061
Income (loss) from operations		58,287			(43,123	)		99,641			(159,996	)
Interest income		728			382			1,430			809
Interest expense:
Debt		(43,731	)		(43,684	)		(87,721	)		(86,032	)
Capital and financing lease obligations		(50,581	)		(53,043	)		(101,160	)		(106,246	)
Amortization of deferred financing costs and debt premium (discount)		(2,288	)		162			(4,598	)		(219	)
Change in fair value of derivatives		(4	)		(76	)		(28	)		(626	)
Debt modification and extinguishment costs		(186	)		—			(1,296	)		(44	)
Equity in earnings (loss) of unconsolidated ventures		338			(672	)		1,356			812
Other non-operating income		2,069			2,654			9,856			5,145
Income (loss) before income taxes		(35,368	)		(137,400	)		(82,520	)		(346,397	)
(Provision) benefit for income taxes		(123	)		52,593			(1,788	)		130,881
Net income (loss)		(35,491	)		(84,807	)		(84,308	)		(215,516	)
Net (income) loss attributable to noncontrolling interest		41			260			83			518
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders	$	(35,450	)	$	(84,547	)	$	(84,225	)	$	(214,998	)
Basic and diluted net income (loss) per share attributable to Brookdale Senior Living Inc. common stockholders	$	(0.19	)	$	(0.46	)	$	(0.45	)	$	(1.17	)
Weighted average shares used in computing basic and diluted net income (loss) per share		185,825			184,266			185,489			183,974

See accompanying notes to condensed consolidated financial statements.

4

BROOKDALE SENIOR LIVING INC.

CONDENSED CONSOLIDATED STATEMENT OF EQUITY

Six Months Ended June 30, 2016

(Unaudited, in thousands)

	Common Stock
	Shares			Amount			Additional Paid-In- Capital			Treasury Stock			Accumulated Deficit			Stockholders' Equity			Noncontrolling Interest			Total Equity
Balances at January 1, 2016		188,339		$	1,883		$	4,069,283		$	(46,800	)	$	(1,565,478	)	$	2,458,888		$	(161	)	$	2,458,727
Compensation expense related to restricted stock grants		—			—			18,763			—			—			18,763			—			18,763
Net income (loss)		—			—			—			—			(84,225	)		(84,225	)		(83	)		(84,308	)
Issuance of common stock under Associate Stock Purchase Plan		84			1			1,174			—			—			1,175			—			1,175
Restricted stock, net		2,488			25			(25	)		—			—			—			—			—
Other		(68	)		(1	)		(905	)		—			—			(906	)		—			(906	)
Balances at June 30, 2016		190,843		$	1,908		$	4,088,290		$	(46,800	)	$	(1,649,703	)	$	2,393,695		$	(244	)	$	2,393,451

See accompanying notes to condensed consolidated financial statements.

5

BROOKDALE SENIOR LIVING INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)

	Six Months Ended June 30,
	2016			2015
Cash Flows from Operating Activities
Net income (loss)	$	(84,308	)	$	(215,516	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Loss on extinguishment of debt, net		139			44
Depreciation and amortization, net		265,129			446,291
Asset impairment		7,527			—
Equity in earnings of unconsolidated ventures		(1,356	)		(812	)
Distributions from unconsolidated ventures from cumulative share of net earnings		—			1,450
Amortization of deferred gain		(2,186	)		(2,186	)
Amortization of entrance fee revenue		(1,939	)		(1,697	)
Proceeds from deferred entrance fee revenue		7,458			5,313
Deferred income tax provision (benefit)		332			(132,462	)
Change in deferred lease liability		3,412			4,720
Change in fair value of derivatives		28			626
Gain on sale of assets		(2,551	)		—
Non-cash stock-based compensation		18,763			15,724
Non-cash interest expense on financing lease obligations		13,014			11,516
Amortization of (above) below market lease, net		(3,466	)		(3,799	)
Other		(3,597	)		(1,416	)
Changes in operating assets and liabilities:
Accounts receivable, net		5,439			(12,241	)
Prepaid expenses and other assets, net		(16,845	)		37,493
Accounts payable and accrued expenses		(23,133	)		(49,536	)
Tenant refundable fees and security deposits		38			(517	)
Deferred revenue		(4,059	)		7,829
Net cash provided by operating activities		177,839			110,824
Cash Flows from Investing Activities
(Increase) decrease in lease security deposits and lease acquisition deposits, net		(1,538	)		15,723
Decrease in cash and escrow deposits — restricted		355			10,206
Additions to property, plant and equipment and leasehold intangibles, net		(190,060	)		(178,348	)
Acquisition of assets, net of related payables		(12,157	)		(192,701	)
Investment in unconsolidated ventures		(3,733	)		(38,609	)
Distributions received from unconsolidated ventures		3,602			—
Proceeds from sale of assets, net		45,584			4,993
Other		1,211			2,239
Net cash used in investing activities		(156,736	)		(376,497	)
Cash Flows from Financing Activities
Proceeds from debt		192,128			165,193
Repayment of debt and capital and financing lease obligations		(128,427	)		(84,037	)
Proceeds from line of credit		894,500			685,000
Repayment of line of credit		(1,018,000	)		(515,000	)
Payment of financing costs, net of related payables		(641	)		(3,466	)
Refundable entrance fees:
Proceeds from refundable entrance fees		1,146			586
Refunds of entrance fees		(1,745	)		(1,817	)
Cash portion of loss on extinguishment of debt		—			(44	)
Payment on lease termination		(9,250	)		(7,750	)
Other		210			1,421
Net cash (used in) provided by financing activities		(70,079	)		240,086
Net decrease in cash and cash equivalents		(48,976	)		(25,587	)
Cash and cash equivalents at beginning of period		88,029			104,083
Cash and cash equivalents at end of period	$	39,053		$	78,496

See accompanying notes to condensed consolidated financial statements.

6

 BROOKDALE SENIOR LIVING INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.  Description of Business

Brookdale Senior Living Inc. ("Brookdale" or the "Company") is the leading operator of senior living communities throughout the United States.  The Company is committed to providing senior living solutions primarily within properties that are designed, purpose-built and operated to provide the highest quality service, care and living accommodations for residents.  The Company operates independent living, assisted living and dementia-care communities and continuing care retirement centers ("CCRCs").  Through its ancillary services programs, the Company also offers a range of outpatient therapy, home health, personalized living and hospice services.

2.  Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for quarterly reports on Form 10-Q. In the opinion of management, these financial statements include all adjustments necessary to present fairly the financial position, results of operations and cash flows of the Company as of June 30, 2016, and for all periods presented. The condensed consolidated financial statements are prepared on the accrual basis of accounting. All adjustments made have been of a normal and recurring nature. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The Company believes that the disclosures included are adequate and provide a fair presentation of interim period results. Interim financial statements are not necessarily indicative of the financial position or operating results for an entire year. It is suggested that these interim financial statements be read in conjunction with the audited financial statements and the notes thereto, together with management's discussion and analysis of financial condition and results of operations, included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015 filed with the SEC on February 12, 2016.

The results of communities and companies acquired are included in the condensed consolidated financial statements from the effective date of the respective acquisition. 

Principles of Consolidation

The condensed consolidated financial statements include the accounts of Brookdale and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated. Investments in affiliated companies that the Company does not control, but has the ability to exercise significant influence over governance and operation, are accounted for by the equity method. The ownership interest of consolidated entities not wholly owned by the Company are presented as noncontrolling interests in the accompanying condensed consolidated financial statements. Noncontrolling interest represents the share of consolidated entities owned by third parties. Noncontrolling interest is adjusted for the noncontrolling holder's share of additional contributions, distributions and the proportionate share of the net income or loss of each respective entity.

The Company continually evaluates its potential variable interest entity ("VIE") relationships under certain criteria as provided for in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 810, Consolidation ("ASC 810").  ASC 810 broadly defines a VIE as an entity in which either (i) the equity investors as a group, if any, lack the power through voting or similar rights to direct the activities of such entity that most significantly impact such entity's economic performance or (ii) the equity investment at risk is insufficient to finance that entity's activities without additional subordinated financial support. The Company identifies the primary beneficiary of a VIE as the enterprise that has both of the following characteristics: (i) the power to direct the activities of the VIE that most significantly impact the entity's economic performance; and (ii) the obligation to absorb losses or receive benefits of the VIE that could potentially be significant to the entity. The Company performs this analysis on an ongoing basis and consolidates any VIEs for which the Company is determined to be the primary beneficiary. Refer to Note 13 for more information about the Company's VIE relationships.

Revenue Recognition

Resident Fees

Resident fee revenue is recorded when services are rendered and consists of fees for basic housing, support services and fees associated with additional services such as personalized health and assisted living care. Residency agreements are generally for a term of 30 days to one year, with resident fees billed monthly in advance. Revenue from certain skilled nursing services and ancillary charges is recognized as services are provided, and such fees are billed monthly in arrears.

Certain of the Company's communities have residency agreements which require the resident to pay an upfront entrance fee prior to moving into the community. 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 generally refundable within a certain number of months or days following contract termination or upon the resale of the unit. The refundable portion of the fee is not amortized and is included in refundable entrance fees. All refundable amounts due to residents at any time in the future are classified as current liabilities.

7

Management Fees

Management fee revenue is recorded as services are provided to the owners of the communities. Revenues are determined by an agreed upon percentage of gross revenues (as defined).

Reimbursed Costs Incurred on Behalf of Managed Communities

The Company manages certain communities under contracts which provide for payment to the Company of a monthly management fee plus reimbursement of certain operating expenses. Where the Company is the primary obligor with respect to any such operating expenses, the Company recognizes revenue when the goods have been delivered or the service has been rendered and the Company is due reimbursement. Such revenue is included in "reimbursed costs incurred on behalf of managed communities" on the condensed consolidated statements of operations. The related costs are included in "costs incurred on behalf of managed communities" on the condensed consolidated statements of operations.

Income Taxes

Income taxes are accounted for under the asset and liability approach which requires recognition of deferred tax assets and liabilities for the differences between the financial reporting and tax bases of assets and liabilities. A valuation allowance reduces deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The Company has elected the "with-and-without approach" regarding ordering of windfall tax benefits to determine whether the windfall tax benefit did reduce taxes payable in the current year. Under this approach, the windfall tax benefits would be recognized in additional paid-in capital only if an incremental tax benefit is realized after considering all other tax benefits presently available.

Fair Value of Financial Instruments

ASC 820, Fair Value Measurements and Disclosures establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows:

Level 1 – Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 – Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Cash and cash equivalents and cash and escrow deposits – restricted are reflected in the accompanying condensed consolidated balance sheets at amounts considered by management to reasonably approximate fair value due to the short maturity.

The Company estimates the fair value of its debt using a discounted cash flow analysis based upon the Company's current borrowing rate for debt with similar maturities and collateral securing the indebtedness. The Company had outstanding debt (including the Company's secured credit facility but excluding capital and financing lease obligations) with a carrying value of approximately $3.9 billion as of both June 30, 2016 and December 31, 2015. Fair value of the debt approximates carrying value in all periods. The Company's fair value of debt disclosure is classified within Level 2 of the valuation hierarchy.

Self-Insurance Liability Accruals

The Company is subject to various legal proceedings and claims that arise in the ordinary course of its business. Although the Company maintains general liability and professional liability insurance policies for its owned, leased and managed communities under a master insurance program, the Company's current policies provide for deductibles for each and every claim. As a result, the Company is, in effect, self-insured for claims that are less than the deductible amounts. In addition, the Company maintains a high deductible workers compensation program and a self-insured employee medical program.

The Company reviews the adequacy of its accruals related to these liabilities on an ongoing basis, using historical claims, actuarial valuations, third-party administrator estimates, consultants, advice from legal counsel and industry data, and adjusts accruals periodically. Estimated costs related to these self-insurance programs are accrued based on known claims and projected claims incurred but not yet reported. Subsequent changes in actual experience are monitored, and estimates are updated as information becomes available.

During the three months ended June 30, 2016, the Company reduced its estimate for the amount of expected losses for general liability and professional liability and workers compensation claims, based on recent historical claims experience. As a result, the Company decreased the accrued reserves for general liability and professional liability and workers compensation claims by $10.8 million and $2.9 million, respectively. The reduction in these accrued reserves decreased facility operating expense by $13.7 million for the three and six months ended June 30, 2016.

8

Community Leases

The Company, as lessee, makes a determination with respect to each of its community leases as to whether each should be accounted for as an operating lease or capital lease. The classification criteria is based on estimates regarding the fair value of the leased community, minimum lease payments, effective cost of funds, the economic life of the community and certain other terms in the lease agreements. In a business combination, the Company assumes the lease classification previously determined by the prior lessee absent a modification, as determined by ASC 840, Leases ("ASC 840"), in the assumed lease agreement. Payments made under operating leases are accounted for in the Company's consolidated statements of operations as lease expense for actual rent paid plus or minus a straight-line adjustment for estimated minimum lease escalators and amortization of deferred gains in situations where sale-leaseback transactions have occurred.

For communities under capital lease and lease financing obligation arrangements, a liability is established on the Company's consolidated balance sheets representing the present value of the future minimum lease payments and a residual value for financing leases and a corresponding long-term asset is recorded in property, plant and equipment and leasehold intangibles in the consolidated balance sheets. For capital lease assets, the asset is depreciated over the remaining lease term unless there is a bargain purchase option in which case the asset is depreciated over the useful life. For financing lease assets, the asset is depreciated over the useful life of the asset. Leasehold improvements purchased during the term of the lease are amortized over the shorter of their economic life or the lease term.

All of the Company's leases contain fixed or formula-based rent escalators. To the extent that the escalator increases are tied to a fixed index or rate, lease payments are accounted for on a straight-line basis over the life of the lease. In addition, all rent-free or rent holiday periods are recognized in lease expense on a straight-line basis over the lease term, including the rent holiday period.

Sale-leaseback accounting is applied to transactions in which an owned community is sold and leased back from the buyer if certain continuing involvement criteria are met. Under sale-leaseback accounting, the Company removes the community and related liabilities from the consolidated balance sheets. Gain on the sale is deferred and recognized as a reduction of facility lease expense for operating leases and a reduction of interest expense for capital leases.

For leases in which the Company is involved with the construction of the building, the Company accounts for the lease during the construction period under the provisions of ASC 840.  If the Company concludes that it has substantively all of the risks of ownership during construction of a leased property and therefore is deemed the owner of the project for accounting purposes, it records an asset and related financing obligation for the amount of total project costs related to construction in progress.  Once construction is complete, the Company considers the requirements under ASC 840-40.  If the arrangement qualifies for sale-leaseback accounting, the Company removes the assets and related liabilities from the consolidated balance sheets. If the arrangement does not qualify for sale-leaseback accounting, the Company continues to amortize the financing obligation and depreciate the assets over the lease term.

New Accounting Pronouncements

In June 2016, the FASB issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). ASU 2016-13 replaces the current incurred loss impairment methodology for credit losses with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted for fiscal years beginning after December 15, 2018. The Company is currently evaluating the impact the adoption of ASU 2016-13 will have on its condensed consolidated financial statements and disclosures.

In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation: Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"). ASU 2016-09 is intended to simplify the accounting for share-based payment transactions, including the accounting for income taxes and forfeitures, as well as the classification of awards and classification on the statement of cash flows. ASU 2016-09 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The Company is currently evaluating the impact the adoption of ASU 2016-09 will have on its condensed consolidated financial statements and disclosures.

In February 2016, the FASB issued ASU 2016-02, Leases ("ASU 2016-02"). ASU 2016-02 requires a lessee to recognize a right-of-use asset and a lease liability for virtually all leases. ASU 2016-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, and early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU 2016-02 will have on its condensed consolidated financial statements and disclosures.

In February 2015, the FASB issued ASU 2015-02, Consolidation: Amendments to the Consolidation Analysis ("ASU 2015-02"). ASU 2015-02 changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. ASU 2015-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The Company adopted ASU 2015-02 on January 1, 2016, and it did not have a material impact on the Company's condensed consolidated financial statements and disclosures.

9

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"). ASU 2014-09 affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets. Under ASU 2014-09, an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. The new standard will be effective for the Company beginning on January 1, 2018 and early adoption will be permitted beginning on January 1, 2017. The Company is currently evaluating the impact the adoption of ASU 2014-09 will have on its condensed consolidated financial statements and disclosures.

Reclassifications

For the three months ended March 31, 2015, $5.3 million was reclassified between general and administrative expense and facility operating expense in the condensed consolidated statements of operations to conform to the current financial statement presentation, with no effect on the Company's consolidated financial position or results of operations. Certain other prior period amounts have been reclassified to conform to the current financial statement presentation, with no effect on the Company's consolidated financial position or results of operations.

3.  Earnings Per Share

Basic earnings per share ("EPS") is calculated by dividing net income by the weighted average number of shares of common stock outstanding.  Diluted EPS includes the components of basic EPS and also gives effect to dilutive common stock equivalents.  For purposes of calculating basic and diluted earnings per share, vested restricted stock awards are considered outstanding. Under the treasury stock method, diluted EPS reflects the potential dilution that could occur if securities or other instruments that are convertible into common stock were exercised or could result in the issuance of common stock.  Potentially dilutive common stock equivalents include unvested restricted stock, restricted stock units and convertible debt instruments and warrants.

During the three and six months ended June 30, 2016 and 2015, the Company reported a consolidated net loss.  As a result of the net loss, unvested restricted stock, restricted stock units and convertible debt instruments and warrants were antidilutive for each period and were not included in the computation of diluted weighted average shares.  The weighted average restricted stock and restricted stock units excluded from the calculations of diluted net loss per share were 4.5 million and 3.8 million for the three months ended June 30, 2016 and 2015, respectively, and 4.2 million and 3.9 million for the six months ended June 30, 2016 and 2015, respectively.

The calculation of diluted weighted average shares excludes the impact of conversion of the outstanding principal amount of $316.3 million of the Company's 2.75% convertible senior notes due 2018. As of June 30, 2016 and 2015, the maximum number of shares issuable upon conversion of the notes is approximately 13.8 million (after giving effect to additional make-whole shares issuable upon conversion in connection with the occurrence of certain events); however it is the Company's current intent and policy to settle the principal amount of the notes in cash upon conversion. The maximum number of shares issuable upon conversion of the notes in excess of the amount of principal that would be settled in cash is approximately 3.0 million. In addition, the calculation of diluted weighted average shares excludes the impact of the exercise of warrants to acquire the Company's common stock. As of June 30, 2016 and 2015, the number of shares issuable upon exercise of the warrants was approximately 10.8 million.

4.  Acquisitions and Dispositions

2016 Community Dispositions

The Company designates communities as held for sale when it is probable that the properties will be sold. The Company records these assets on the condensed consolidated balance sheet at the lesser of the carrying value and fair value less estimated selling costs.  If the carrying value is greater than the fair value less the estimated selling costs, the Company records an impairment charge. The Company allocates a portion of the goodwill of a reporting unit to the disposal if the disposal constitutes a business. The Company determines the fair value of the communities based primarily on purchase and sale agreements from prospective purchasers (Level 2 input). The Company evaluates the fair value of the assets held for sale each period to determine if it has changed. The long-lived assets are not depreciated while classified as held for sale.

As of December 31, 2015, the Company identified 17 communities as held for sale. Impairment charges related to communities identified as held for sale as of December 31, 2015 totaled $15.2 million and were recognized as impairment expense in the fourth quarter of 2015 within the Company's condensed consolidated statements of operations. During the three months ended March 31, 2016, the Company recognized $2.6 million of impairment charges related to these communities previously identified as held for sale, primarily due to changes in the estimated fair value of the assets held for sale.

During the three months ended March 31, 2016, the Company sold seven of the communities previously classified as held for sale for an aggregate selling price of $46.7 million. The Company recorded a $2.7 million net gain on the sale of these communities within the Company's condensed consolidated statement of operations. The results of operations of these communities are reported in the Assisted Living and CCRCs – Rental segments through the disposition dates.

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As of June 30, 2016, the Company identified 50 additional owned communities as held for sale. During the three months ended June 30, 2016, the Company entered into an agreement to sell 44 communities for an aggregate sales price of $252.5 million. In addition, the Company entered into agreements to sell six communities for an aggregate sales price of $42.4 million. The results of operations of the 50 communities are reported in the Assisted Living (46 communities), Retirement Center (one community) and CCRCs – Rental (three communities) segments within the condensed consolidated financial statements. Impairment charges related to communities identified as held for sale during the three months ended June 30, 2016 totaled $2.4 million and were recognized as impairment expense in the second quarter of 2016 within the Company's condensed consolidated statements of operations.

As of June 30, 2016, $354.6 million was recorded as assets held for sale and $154.7 million of mortgage debt was included in the current portion of long-term debt within the Company's condensed consolidated balance sheet related to the 60 communities classified as held for sale. This debt will either be repaid with the proceeds from the sales or be assumed by the prospective purchasers. The sale of these communities is expected to occur in the next 12 months, although there can be no assurance that the transactions will close or if they do, when the actual closing will occur.

2015 Community Acquisitions

In February 2015, the Company acquired the underlying real estate associated with 15 communities that were previously leased for an aggregate purchase price of $268.6 million. The results of operations of these communities are reported in the Retirement Centers, Assisted Living, and CCRCs – Rental segments within the condensed consolidated financial statements. The fair value of the communities acquired was determined to approximate $187.2 million. The fair values of the property, plant and equipment of the acquired communities were determined utilizing a direct capitalization method considering stabilized facility operating income and market capitalization rates. These fair value measurements were based on current market conditions as of the acquisition date and are considered Level 3 measurements within the fair value hierarchy. The range of capitalization rates utilized was 6.25% to 8.75%, depending upon the property type, geographical location, and the quality of the respective community. The Company recorded the difference between the amount paid and the estimated fair value of the communities acquired ($76.1 million) as a loss on facility lease termination on the condensed consolidated statement of operations for the six months ended June 30, 2015, which includes the reversal of $5.3 million of deferred lease liabilities associated with the termination of the operating lease agreements. The payment for the termination of the lease agreements has been included within net cash provided by operating activities within the condensed consolidated statement of cash flows for the six months ended June 30, 2015.

5.  Stock-Based Compensation

The Company's compensation expense recorded in connection with grants of restricted stock reflects an initial estimated cumulative forfeiture rate from 0% to 20% over the requisite service period of the awards. That estimate is revised if subsequent information indicates that the actual number of awards expected to vest is likely to differ from previous estimates.

Current year grants of restricted stock under the Company's 2014 Omnibus Incentive Plan were as follows (amounts in thousands except for value per share):

	Shares Granted		Value Per Share		Total Value
Three months ended March 31, 2016		2,855	$	14.49 – 18.46	$	41,371
Three months ended June 30, 2016		115	$	15.68 – 18.03	$	2,058

6.  Goodwill and Other Intangible Assets, Net

The following is a summary of the carrying amount of goodwill as of June 30, 2016 and as of December 31, 2015 presented on an operating segment basis (dollars in thousands):

	June 30, 2016							December 31, 2015
	Gross Carrying Amount		Dispositions and Other Reductions			Net		Gross Carrying Amount		Dispositions and Other Reductions			Net
Retirement Centers	$	28,141	$	(820	)	$	27,321	$	28,141	$	(721	)	$	27,420
Assisted Living		591,814		(48,817	)		542,997		591,814		(20,348	)		571,466
Brookdale Ancillary Services		126,810		—			126,810		126,810		—			126,810
Total	$	746,765	$	(49,637	)	$	697,128	$	746,765	$	(21,069	)	$	725,696

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Goodwill is tested for impairment annually with a test date of October 1 or sooner if indicators of impairment are present.  The Company determined no impairment was necessary for the six months ended June 30, 2016. Factors the Company considers important in its analysis, which could trigger an impairment of such assets, include significant underperformance relative to historical or projected future operating results, significant negative industry or economic trends, a significant decline in the Company's stock price for a sustained period and a decline in its market capitalization below net book value. A change in anticipated operating results or the other metrics indicated above could necessitate further analysis of potential impairment at an interval prior to the Company's annual measurement date.

Approximately $28.5 million and $0.1 million of goodwill in the Assisted Living and Retirement Centers segments, respectively, was allocated to communities identified as held for sale during the second quarter of 2016. Refer to Note 4 for more information about the Company's assets held for sale.

The following is a summary of other intangible assets at June 30, 2016 and December 31, 2015 (dollars in thousands):

	June 30, 2016							December 31, 2015
	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
Community purchase options	$	32,970	$	—		$	32,970	$	40,270	$	—		$	40,270
Health care licenses		66,612		—			66,612		66,612		—			66,612
Trade names		27,800		(19,224	)		8,576		27,800		(14,209	)		13,591
Other		13,531		(6,555	)		6,976		13,531		(4,818	)		8,713
Total	$	140,913	$	(25,779	)	$	115,134	$	148,213	$	(19,027	)	$	129,186

Amortization expense related to definite-lived intangible assets for the three months ended June 30, 2016 and 2015 was $3.9 million and $3.0 million, respectively, and for the six months ended June 30, 2016 and 2015 was $6.8 million and $6.1 million, respectively. Health care licenses were determined to be indefinite-lived intangible assets and are not subject to amortization. The community purchase options are not currently amortized, but will be added to the cost basis of the related communities if the option is exercised, and will then be depreciated over the estimated useful life of the community.

7.  Property, Plant and Equipment and Leasehold Intangibles, Net

Property, plant and equipment and leasehold intangibles, net, which include assets under capital and financing leases, consisted of the following (dollars in thousands):

	June 30, 2016			December 31, 2015
Land	$	454,263		$	486,567
Buildings and improvements		5,120,742			5,260,826
Leasehold improvements		116,810			100,430
Furniture and equipment		937,658			895,447
Resident and leasehold operating intangibles		765,859			783,434
Construction in progress		83,552			138,054
Assets under capital and financing leases		2,933,330			2,909,653
		10,412,214			10,574,411
Accumulated depreciation and amortization		(2,720,736	)		(2,543,035	)
Property, plant and equipment and leasehold intangibles, net	$	7,691,478		$	8,031,376

Long-lived assets with definite useful lives are depreciated or amortized on a straight-line basis over their estimated useful lives (or, in certain cases, the shorter of their estimated useful lives or the lease term) and are tested for impairment whenever indicators of impairment arise. During the three and six months ended June 30, 2016, the Company recorded $2.4 million and $5.0 million, respectively, of impairment charges related to communities identified as held for sale, inclusive of the allocation of goodwill to the disposal. These impairment charges are primarily due to the excess of carrying value, including allocated goodwill, over the estimated selling price less costs to dispose. Refer to Note 4 for more information about the Company's community dispositions and assets held for sale. The Company recorded $1.8 million and $2.5 million of non-cash impairment charges for property, plant and equipment and leasehold intangibles for communities to be held and used for property damage sustained at the communities during the three and six months ended June 30, 2016, respectively.

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8.  Debt

Long-term Debt and Capital and Financing Lease Obligations

Long-term debt and capital and financing lease obligations consist of the following (dollars in thousands):

	June 30, 2016		December 31, 2015
Mortgage notes payable due 2017 through 2047; weighted average interest rate of 4.58% for the six months ended June 30, 2016, including net debt premium and deferred financing costs of $0.3 million and $3.3 million at June 30, 2016 and December 31, 2015, respectively (weighted average interest rate of 4.51% in 2015)	$	3,307,932	$	3,246,513
Capital and financing lease obligations payable through 2031; weighted average interest rate of 8.07% for the six months ended June 30, 2016 (weighted average interest rate of 8.11% in 2015)		2,492,546		2,489,588
Convertible notes payable in aggregate principal amount of $316.3 million, less debt discount and deferred financing costs of $27.7 million and $34.3 million at June 30, 2016 and December 31, 2015, respectively, interest at 2.75% per annum, due June 2018		288,534		281,902
Construction financing due 2019 through 2032; weighted average interest rate of 7.76% for the six months ended June 30, 2016 (weighted average interest rate of 4.84% in 2015)		21,809		24,105
Notes payable issued to finance insurance premiums, weighted average interest rate of 2.94% for the six months ended June 30, 2016, due 2016		11,089		—
Other notes payable, weighted average interest rate of 5.26% for the six months ended June 30, 2016 (weighted average interest rate of 5.16% in 2015) and maturity dates ranging from 2016 to 2020		79,292		80,305
Total debt and capital and financing lease obligations		6,201,202		6,122,413
Less current portion		332,551		235,604
Total long-term debt and capital and financing lease obligations	$	5,868,651	$	5,886,809

Credit Facilities

On December 19, 2014, the Company entered into a Fourth Amended and Restated Credit Agreement with General Electric Capital Corporation, as administrative agent, lender and swingline lender, and the other lenders from time to time parties thereto. The agreement provides for a total commitment amount of $500.0 million, comprised of a $100.0 million term loan drawn at closing and a $400.0 million revolving credit facility (with a $50.0 million sublimit for letters of credit and a $50.0 million swingline feature to permit same day borrowing) and an option to increase the revolving credit facility by an additional $250.0 million, subject to obtaining commitments for the amount of such increase from acceptable lenders. The maturity date is January 3, 2020, and amounts drawn under the facility bear interest at 90-day LIBOR plus an applicable margin from a range of 2.50% to 3.50%. The applicable margin varies based on the percentage of the total commitment drawn, with a 2.50% margin at utilization equal to or lower than 35%, a 3.25% margin at utilization greater than 35% but less than or equal to 50%, and a 3.50% margin at utilization greater than 50%. The quarterly commitment fee on the unused portion of the facility is 0.25% per annum when the outstanding amount of obligations (including revolving credit, swingline and term loans and letter of credit obligations) is greater than or equal to 50% of the total commitment amount or 0.35% per annum when such outstanding amount is less than 50% of the total commitment amount.

Amounts drawn on the facility may be used to finance acquisitions, fund working capital and capital expenditures and for other general corporate purposes.

The facility is secured by a first priority mortgage on certain of the Company's communities. In addition, the agreement permits the Company to pledge the equity interests in subsidiaries that own other communities (rather than mortgaging such communities), provided that loan availability from pledged assets cannot exceed 10% of loan availability from mortgaged assets. The availability under the line will vary from time to time as it is based on borrowing base calculations related to the appraised value and performance of the communities securing the facility.

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The agreement contains typical affirmative and negative covenants, including financial covenants with respect to minimum consolidated fixed charge coverage and minimum consolidated tangible net worth. A violation of any of these covenants could result in a default under the credit agreement, which would result in termination of all commitments under the agreement and all amounts owing under the agreement and certain other loan agreements becoming immediately due and payable and/or trigger cross default provisions in our other outstanding debt and lease agreements.

As of June 30, 2016, the outstanding balance under this credit facility was $186.5 million. Additionally, there were $22.0 million of letters of credit outstanding under this credit facility. In addition to the sublimit for letters of credit on this credit facility, the Company also had separate secured and unsecured letter of credit facilities of up to $64.5 million in the aggregate as of June 30, 2016. Letters of credit totaling $64.4 million had been issued under these separate facilities as of that date.

2016 Financings

In March 2016, the Company obtained a $100.0 million supplemental loan, secured by first mortgages on ten communities. The loan bears interest at a fixed rate of 4.20% and matures on January 1, 2023. Proceeds from the loan were utilized to pay down the outstanding balance of the credit facility.

As of June 30, 2016, the Company is in compliance with the financial covenants of its outstanding debt and lease agreements.

9.  Litigation

The Company has been and is currently involved in litigation and claims incidental to the conduct of its business which are comparable to other companies in the senior living industry. Certain claims and lawsuits allege large damage amounts and may require significant costs to defend and resolve. Similarly, the senior living industry is continuously subject to scrutiny by governmental regulators, which could result in litigation related to regulatory compliance matters. As a result, the Company maintains general liability and professional liability insurance policies in amounts and with coverage and deductibles the Company believes are adequate, based on the nature and risks of its business, historical experience and industry standards. The Company's current policies provide for deductibles for each claim. Accordingly, the Company is, in effect, self-insured for claims that are less than the deductible amounts.

10.  Supplemental Disclosure of Cash Flow Information

(dollars in thousands):	Six Months Ended June 30,
	2016			2015
Supplemental Disclosure of Cash Flow Information:
Interest paid	$	175,386		$	179,238
Income taxes paid	$	1,997		$	2,386
Additions to property, plant and equipment and leasehold intangibles, net:
Property, plant and equipment and leasehold intangibles, net	$	158,841		$	178,348
Accounts payable		31,219			—
Net cash paid	$	190,060		$	178,348
Acquisition of assets, net of related payables:
Prepaid expenses and other assets	$	—		$	(51,506	)
Property, plant and equipment and leasehold intangibles, net		19,457			196,196
Other intangible assets, net		(7,300	)		(7,293	)
Capital and financing lease obligations		—			75,619
Long-term debt		—			(20,000	)
Other liabilities		—			(315	)
Net cash paid	$	12,157		$	192,701
Proceeds from sale of assets, net:
Assets held for sale	$	42,714		$	—
Prepaid expenses and other assets		319			4,993
Gain on sale of assets		2,551			—
Net cash received	$	45,584		$	4,993
Supplemental Schedule of Non-cash Operating, Investing and Financing Activities:
Capital and financing leases:
Property, plant and equipment and leasehold intangibles, net	$	—		$	13,718
Other intangible assets, net		—			(5,202	)
Capital and financing lease obligations		—			(10,812	)
Other liabilities		—			2,296
Net	$	—		$	—
Assets designated as held for sale:
Property, plant and equipment and leasehold intangibles, net	$	(261,639	)	$	—
Assets held for sale		288,659			—
Prepaid expenses and other assets		(836	)		—
Goodwill		(28,568	)		—
Asset impairment		2,384			—
Net	$	—		$	—

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11.  Facility Operating Leases

The following table provides a summary of facility lease expense and the impact of straight-line adjustment and amortization of  (above) below market rents and deferred gains (dollars in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015
Cash basis payment	$	96,031		$	92,352		$	191,611		$	187,074
Straight-line (income) expense		(523	)		1,919			3,412			4,720
Amortization of (above) below market lease, net		(1,733	)		(1,840	)		(3,466	)		(3,799	)
Amortization of deferred gain		(1,093	)		(1,093	)		(2,186	)		(2,186	)
Facility lease expense	$	92,682		$	91,338		$	189,371		$	185,809

12.  Income Taxes

The Company's effective tax rates for three and six months ended June 30, 2016 were (0.3%) and (2.2%), respectively, as compared to 38.3% and 37.8% for three and six month ended June 30, 2015, respectively. The differences in the Company's effective tax rates for the three and six months ended June 30, 2016 and 2015 were due to an increase in the valuation allowance against the Company's deferred tax assets recorded in 2016, the negative tax benefit on the vesting of restricted stock, a direct result of the Company's lower stock price in 2016, and the non-deductible write-off of goodwill in 2016. The Company determined that an additional valuation allowance was required after consideration of the Company's future reversal of estimated timing differences. The Company recorded an aggregate deferred federal, state and local tax benefit of $3.6 million and $16.8 million as a result of the operating loss for the three and six months ended June 30, 2016, respectively, which was offset by an increase in the valuation allowance of $3.0 million and $17.2 million, respectively. The Company recorded an aggregate deferred federal, state and local tax benefit of $53.2 million and $132.5 million as a result of the operating loss for the three and six months ended June 30, 2015, respectively. The Company evaluates its deferred tax assets each quarter to determine if a valuation allowance is required based on whether it is more likely than not that some portion of the deferred tax asset would not be realized. The Company's valuation allowance as of June 30, 2016 and December 31, 2015 is $138.8 million and $121.6 million, respectively.

The Company's current tax expense continues to mainly reflect its cash tax position for states that do not allow for or have suspended the use of net operating losses for the period.

The Company recorded interest charges related to its tax contingency reserve for cash tax positions for the six months ended June 30, 2016 and 2015 which are included in income tax expense or benefit for the period. Tax returns for years 2012 through 2014 are subject to future examination by tax authorities. In addition, the net operating losses from prior years are subject to adjustment under examination.

13.  Variable Interest Entities

At June 30, 2016, the Company has equity interests in unconsolidated VIEs. The Company has determined that it does not have the power to direct the activities of the VIEs that most significantly impact the VIEs' economic performance and is not the primary beneficiary of these VIEs in accordance with ASC 810. The Company's interests in the VIEs are, therefore, accounted for under the equity method of accounting.

The Company holds a 51% equity interest, and HCP, Inc. ("HCP") owns a 49% interest, in a venture that owns and operates entry fee CCRCs (the "CCRC Venture"). The CCRC Venture's opco has been identified as a VIE. The equity members of the CCRC Venture's opco share certain operating rights, and the Company acts as manager to the CCRC Venture opco. However, the Company does not consolidate this VIE because it does not have the ability to control the activities that most significantly impact this VIE's economic performance. The assets of the CCRC Venture opco primarily consist of the CCRCs that it owns and leases, resident fees receivable, notes receivable and cash and cash equivalents. The obligations of the CCRC Venture opco primarily consist of community lease obligations, mortgage debt, accounts payable, accrued expenses and refundable entrance fees. Assets generated by the CCRC operations (primarily rents from CCRC residents) of the CCRC Venture opco may only be used to settle its contractual obligations (primarily the rental costs and operating expenses incurred to operate the communities).

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The Company holds an equity ownership interest in each of the propco and opco of three ventures ("RIDEA Ventures") that operate senior housing communities in a RIDEA structure. The Company's equity ownership interest is 10% for two of the ventures and 20% for one venture. HCP owns the remaining 90% and 80% equity ownership interests in the RIDEA Ventures. The RIDEA Ventures have been identified as VIEs. The equity members of the RIDEA Ventures share certain operating rights, and the Company acts as manager to the opcos of the RIDEA Ventures. However, the Company does not consolidate these VIEs because it does not have the ability to control the activities that most significantly impact the economic performance of these VIEs. The assets of the RIDEA Ventures primarily consist of the senior housing communities that the RIDEA Ventures own, resident fees receivable, and cash and cash equivalents. The obligations of the RIDEA Ventures primarily consist of notes payable, accounts payable and accrued expenses. Assets generated by the operations of the senior housing communities (primarily rents from senior housing residents) of the RIDEA Ventures may only be used to settle its contractual obligations (primarily the notes payable and operating expenses incurred to operate the communities).

The carrying value and classification of the related assets, liabilities and maximum exposure to loss as a result of the Company's involvement with these VIEs are summarized below at June 30, 2016 (in millions):

VIE Type	Asset Type	Maximum Exposure to Loss		Carrying Amount
CCRC Venture opco	Investment in unconsolidated ventures	$	177.5	$	177.5
RIDEA Ventures	Investment in unconsolidated ventures	$	123.4	$	123.4

As of June 30, 2016, the Company is not required to provide financial support, through a liquidity arrangement or otherwise, to its unconsolidated VIEs.

14.  Segment Information

As of June 30, 2016, the Company has five reportable segments: Retirement Centers; Assisted Living; CCRCs – Rental; Brookdale Ancillary Services; and Management Services. Operating segments are defined as components of an enterprise that engage in business activities from which it may earn revenues and incur expenses; for which separate financial information is available; and whose operating results are regularly reviewed by the chief operating decision maker to assess the performance of the individual segment and make decisions about resources to be allocated to the segment.

Retirement Centers.  The Company's Retirement Centers segment includes owned or leased communities that are primarily designed for middle to upper income seniors generally age 75 and older who desire an upscale residential environment providing the highest quality of service. The majority of the Company's retirement center communities consist of both independent living and assisted living units in a single community, which allows residents to "age-in-place" by providing them with a continuum of senior independent and assisted living services.

Assisted Living.  The Company's Assisted Living segment includes owned or leased communities that offer housing and 24-hour assistance with activities of daily life to mid-acuity frail and elderly residents. Assisted living communities include both freestanding, multi-story communities and freestanding single story communities. The Company also operates memory care communities, which are freestanding assisted living communities specially designed for residents with Alzheimer's disease and other dementias.

CCRCs - Rental.  The Company's CCRCs - Rental segment includes large owned or leased communities that offer a variety of living arrangements and services to accommodate all levels of physical ability and health. Most of the Company's CCRCs have independent living, assisted living and skilled nursing available on one campus or within the immediate market, and some also include memory care/Alzheimer's units.

Brookdale Ancillary Services. The Company's Brookdale Ancillary Services segment includes the outpatient therapy, home health and hospice services provided to residents of many of the Company's communities, to other senior living communities that the Company does not own or operate and to seniors living outside of the Company's communities. The Brookdale Ancillary Services segment does not include the therapy services provided in the Company's skilled nursing units, which are included in the Company's CCRCs - Rental segment.

Management Services.  The Company's Management Services segment includes communities operated by the Company pursuant to management agreements. In some of the cases, the controlling financial interest in the community is held by third parties and, in other cases, the community is owned in a venture structure in which the Company has an ownership interest. Under the management agreements for these communities, the Company receives management fees as well as reimbursed expenses, which represent the reimbursement of expenses it incurs on behalf of the owners.

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The accounting policies of the Company's reportable segments are the same as those described in the summary of significant accounting policies in Note 2.

The following table sets forth certain segment financial and operating data (dollars in thousands):

	Three Months Ended June 30,					Six Months Ended June 30,
	2016		2015			2016		2015
Revenue
Retirement Centers(1)	$	169,990	$	164,409		$	339,416	$	327,895
Assisted Living(1)		613,017		611,838			1,230,287		1,229,182
CCRCs - Rental(1)		148,225		151,561			300,485		307,552
Brookdale Ancillary Services(1)		123,336		116,170			245,528		231,581
Management Services(2)		204,262		194,206			406,270		389,855
	$	1,258,830	$	1,238,184		$	2,521,986	$	2,486,065
Segment Operating Income(3)
Retirement Centers	$	74,754	$	72,044		$	149,203	$	142,568
Assisted Living		234,085		223,359			454,895		446,865
CCRCs - Rental		33,594		35,860			69,063		74,431
Brookdale Ancillary Services		19,032		17,724			33,550		40,466
Management Services		18,186		14,839			34,966		29,936
		379,651		363,826			741,677		734,266
General and administrative (including non-cash stock-based compensation expense)		90,695		89,545			183,316		179,075
Transaction costs		441		421			1,291		7,163
Facility lease expense		92,682		91,338			189,371		185,809
Depreciation and amortization		133,394		225,645			260,531		446,072
Asset impairment		4,152		—			7,527		—
Loss on facility lease termination		—		—			—		76,143
Income (loss) from operations	$	58,287	$	(43,123	)	$	99,641	$	(159,996	)

	As of
	June 30, 2016		December 31, 2015
Total assets
Retirement Centers	$	1,537,614	$	1,556,169
Assisted Living		6,248,956		6,354,415
CCRCs - Rental		1,018,017		1,037,384
Brookdale Ancillary Services		281,392		292,540
Corporate and Management Services		786,353		808,056
Total assets	$	9,872,332	$	10,048,564

(1) All revenue is earned from external third parties in the United States.

(2) Management services segment revenue includes reimbursements for which the Company is the primary obligor of costs incurred on behalf of managed communities.

(3) Segment operating income is defined as segment revenues less segment facility operating expenses (excluding depreciation and amortization).

17

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Certain statements in this Quarterly Report on Form 10-Q may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Those forward-looking statements are subject to various risks and uncertainties and include all statements that are not historical statements of fact and those regarding our intent, belief or expectations, including, but not limited to, statements relating to our operational, sales, marketing and branding initiatives and growth strategies and our expectations regarding their effect on our results; our expectations regarding the economy, the senior living industry, occupancy, pricing, revenue, cash flow, operating income, expenses, capital expenditures, Program Max opportunities, the integration of Emeritus, cost savings and synergies, liquidity and leverage, senior housing supply, the demand for senior housing, the home resale market, expansion, development and construction activity, acquisition opportunities, asset dispositions, our share repurchase program, taxes, capital deployment, returns on invested capital and Cash From Facility Operations; our expectations regarding returns to shareholders and our growth prospects; our expectations concerning the future performance of recently acquired communities and the effects of acquisitions on our financial results; 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 financings and refinancings of assets (including the timing thereof) and their effect on our results; our expectations regarding changes in government reimbursement programs and their effect on our results; our plans to generate growth organically through occupancy improvements, increases in annual rental rates and the achievement of operating efficiencies and cost savings; our plans to expand our offering of ancillary services (therapy, home health, personalized living and hospice); our plans to expand, renovate, redevelop and reposition existing communities; our plans to acquire additional communities, asset portfolios, operating companies and home health agencies; the expected project costs for our expansion, redevelopment and repositioning program; our expected levels of expenditures and reimbursements (and the timing thereof); our expectations for the performance of our entrance fee communities; our ability to anticipate, manage and address industry trends and their effect on our business; our expectations regarding the payment of dividends; and our ability to increase revenues, earnings, Adjusted EBITDA and/or Cash From Facility Operations (as such terms are defined in this Quarterly Report on Form 10-Q). Forward-looking statements are generally identifiable by use of forward-looking terminology such as "may," "will," "should," "could," "would," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "estimate," "overestimate," "underestimate," "believe," "project," "predict," "continue," "plan," "target" or other similar words or expressions. Although we believe that expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and actual results and performance could differ materially from those projected. Factors which could have a material adverse effect on our operations and future prospects or which could cause events or circumstances to differ from the forward-looking statements include, but are not limited to, the risk associated with the current global economic situation and its impact upon capital markets and liquidity; changes in governmental reimbursement programs; our inability to extend (or refinance) debt (including our credit and letter of credit facilities and our outstanding convertible notes) as it matures; the risk that we may not be able to satisfy the conditions precedent to exercising the extension options associated with certain of our debt agreements; events which adversely affect the ability of seniors to afford our monthly resident fees or entrance fees; the conditions of housing markets in certain geographic areas; our ability to generate sufficient cash flow to cover required interest and long-term 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 dispositions on agreed upon terms or at all; our ability to successfully integrate acquisitions, including our acquisition of Emeritus; 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 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; and the inability to obtain, or delays in obtaining, cost savings and synergies from the Emeritus acquisition; 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" included in our Annual Report on Form 10-K for the year ended December 31, 2015 and Part II, "Item 1A. Risk Factors" and elsewhere in this Quarterly Report 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 Quarterly Report on Form 10-Q. 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 forward-looking statements contained in this Quarterly Report on Form 10-Q to reflect any change in our expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.

18

Executive Overview

As of June 30, 2016, we are the largest operator of senior living communities in the United States based on total capacity, with 1,114 communities in 47 states and the ability to serve approximately 107,000 residents. We offer our residents access to a full continuum of services across the most attractive sectors of the senior living industry. As of June 30, 2016, we operated in five business segments: Retirement Centers, Assisted Living, Continuing Care Retirement Centers ("CCRCs") - Rental, Brookdale Ancillary Services and Management Services.

We believe that we are positioned to take advantage of favorable demographic trends and future supply-demand dynamics in the senior living industry. We also believe that we operate in the most attractive sectors of the senior living industry with opportunities to increase our revenues through providing a combination of housing, hospitality services, ancillary services and health care services. Our senior living communities offer residents a supportive "home-like" setting, assistance with activities of daily living (such as eating, bathing, dressing, toileting and transferring/walking) and, in certain communities, licensed skilled nursing services. We also provide ancillary services, including therapy and home health services, to our residents. Our strategy is to be the leading provider of senior living solutions, built on a large and growing senior housing platform. By providing residents with a range of service options as their needs change, we provide greater continuity of care, enabling seniors to "age-in-place" and thereby maintain residency with us for a longer period of time. The ability of residents to age-in-place is also beneficial to our residents and their families who are concerned with care decisions for their elderly relatives.

We believe that there are organic growth opportunities inherent in our existing portfolio. We intend to take advantage of those opportunities by growing revenues, while maintaining expense control, at our existing communities, continuing the expansion and maturation of our ancillary services programs, expanding, renovating, redeveloping and repositioning our existing communities, and acquiring additional operating companies and communities.

On July 31, 2014, we acquired Emeritus Corporation ("Emeritus"), a senior living service provider focused on operating residential style communities throughout the United States, for approximately $3.0 billion consisting of the issuance of our stock with a fair value of approximately $1.6 billion and our assumption of approximately $1.4 billion aggregate principal amount of existing mortgage indebtedness. At the closing of the merger, the size of our consolidated portfolio increased by 493 communities, 182 of which were owned and 311 of which were subject to leases that we directly or indirectly assumed in the merger. The Emeritus communities provide independent living, assisted living, memory care and, to a lesser extent, skilled nursing care. The merger significantly increased our scale and provides us the opportunity to leverage this scale to build our national brand and provide greater organic growth, achieve greater operating efficiencies, and drive new innovations to serve our residents. In addition, the merger provided us entry into 10 new states and significantly increased our presence in many high-population states, especially in the west and northeast. Enhanced geographic coverage and density is a contributing factor to our ability to increase our operating efficiencies and may provide additional opportunities for growth from markets with clusters of assets. The merger also enables us to expand our therapy, home health and hospice ancillary programs into the Emeritus communities and accelerate the introduction of Emeritus' Nurse on Call home health services into our major markets. The results of Emeritus' operations have been included in the consolidated financial statements subsequent to the acquisition date.

Since the closing of our acquisition of Emeritus, we have executed on our plans to integrate legacy Emeritus locations into our systems and infrastructure platform as rapidly as prudently possible.  In 2015, we completed the final cutover waves of integration activities and have a common system and infrastructure platform in place.  We continue to reinforce and refine our operating model and certain processes during 2016.

We are actively exploring opportunities to rationalize our portfolio through dispositions of owned and leased communities in order to simplify and streamline our business, to increase the quality and durability of our cash flow, and to reduce our debt and lease leverage. As of June 30, 2016, $354.6 million was recorded as assets held for sale and $154.7 million of mortgage debt was included in the current portion of long-term debt with our condensed consolidated balance sheet. This debt will either be repaid with the proceeds from the sales or be assumed by the prospective purchasers. Our portfolio rationalization efforts have included the following transactions during 2016.

• As of December 31, 2015, we identified 17 owned communities as assets held for sale. During the three months ended March 31, 2016, we sold seven of these communities comprised of 748 units for an aggregate selling price of $46.7 million, and the results of operations of these communities are reported in the Assisted Living and CCRCs – Rental segments within the condensed consolidated financial statements through the disposition dates. The remaining ten communities are classified as held for sale as of June 30, 2016.

• During the three months ended June 30, 2016, we entered into an agreement with a third party to sell a 12-state portfolio of 44 owned communities for a sales price of $252.5 million. These 44 communities were classified as held for sale as of June 30, 2016.

• During the three months ended June 30, 2016, we entered into agreements with other third parties to sell six owned communities for an aggregate sales price of $42.4 million. These six communities were classified as held for sale as of June 30, 2016.

19

The results of operations of the 60 assets held for sale as of June 30, 2016 are reported in the following segments within the condensed consolidated financial statements:  Assisted Living (56 communities; 3,424 units), CCRCs – Rental (three communities; 498 units) and Retirement Center (one community; 97 units).  The 60 communities had resident fee revenue of approximately $138.0 million and operating expenses of $113.4 million for the twelve months ended June 30, 2016. The closings of the sales of the 60 assets held for sale as of June 30, 2016 are subject to receipt of regulatory approvals and satisfaction of other customary closing conditions, and are expected to occur in the next 12 months; however, there can be no assurance that the transactions will close or, if they do, when the actual closings will occur. We plan to continue to assess additional opportunities to rationalize our portfolio through dispositions of owned and leased communities during 2016.

We increased our liquidity position by $111.7 million during the six months ended June 30, 2016. Our total liquidity was $306.3 million as of June 30, 2016, including $39.1 million of unrestricted cash and cash equivalents and $267.2 million of availability on our secured credit facility. We used proceeds from asset sales, community financings and cash flows from operations to reduce the outstanding balance on our line of credit to $186.5 million.

We have invested significant capital expenditures into our portfolio to renovate and upgrade communities, which we expect will drive greater occupancy and higher rates in those communities over time. For the year ended December 31, 2015, we spent approximately $361.9 million for capital expenditures, net of lessor reimbursements. We will continue our capital expenditure programs, including our Program Max initiative, but in the near-term at reduced investment levels compared to prior years. In an effort to grow our free cash flow, we have reduced our anticipated net capital expenditures for 2016. We expect to incur net capital expenditures of $275.0 million to $290.0 million for 2016.

The table below presents a summary of our operating results and certain other financial metrics for the three and six months ended June 30, 2016 and 2015 and the amount and percentage of increase or decrease of each applicable item (dollars in millions).

	Three Months Ended June 30,						Increase (Decrease)
	2016			2015			Amount			Percent
Total revenues	$	1,258.8		$	1,238.2		$	20.6			1.7	%
Facility operating expense	$	693.1		$	695.0		$	(1.9	)		(0.3	)%
Net income (loss)	$	(35.5	)	$	(84.8	)	$	(49.3	)		(58.2	)%
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders	$	(35.5	)	$	(84.5	)	$	(49.1	)		(58.1	)%
Adjusted EBITDA	$	201.5		$	188.4		$	13.1			7.0	%
Net cash provided by operating activities	$	107.5		$	100.8		$	6.7			6.7	%
Cash From Facility Operations	$	106.1		$	80.9		$	25.1			31.1	%

	Six Months Ended June 30,						Increase (Decrease)
	2016			2015			Amount			Percent
Total revenues	$	2,522.0		$	2,486.1		$	35.9			1.4	%
Facility operating expense	$	1,409.0		$	1,391.9		$	17.1			1.2	%
Net income (loss)	$	(84.3	)	$	(215.5	)	$	(131.2	)		(60.9	)%
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders	$	(84.2	)	$	(215.0	)	$	(130.8	)		(60.8	)%
Adjusted EBITDA	$	384.2		$	376.7		$	7.5			2.0	%
Net cash provided by operating activities	$	177.8		$	110.8		$	67.0			60.5	%
Cash From Facility Operations	$	192.2		$	169.0		$	23.2			13.7	%

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Adjusted EBITDA and Cash From Facility Operations are non-GAAP financial measures we use in evaluating our operating performance and liquidity, respectively. See "Non-GAAP Financial Measures" below for an explanation of how we define each of these measures, a detailed description of why we believe such measures are useful and the limitations of each measure, and a reconciliation of Adjusted EBITDA from net income (loss) and Cash From Facility Operations from net cash provided by operating activities. Our definitions and calculations of Adjusted EBITDA and Cash From Facility Operations have changed from prior periods.  Prior period amounts of Adjusted EBITDA included in this Quarterly Report on Form 10-Q have been recast to conform to the new definition.  The change in definition of Cash From Facility Operations had no effect on the amounts of Cash From Facility Operations presented in this Quarterly Report on Form 10-Q for this period or prior periods.  See "Non-GAAP Financial Measures" below for a description of the changes to the definitions of Adjusted EBITDA and Cash From Facility Operations.

During the six months ended June 30, 2016, total revenues increased to $2.5 billion, an increase of $35.9 million, or 1.4%, over our total revenues for the six months ended June 30, 2015. Resident fees for the six months ended June 30, 2016 increased $19.5 million, or 0.9%, from the six months ended June 30, 2015. Management fees increased $5.0 million, or 16.8%, from the six months ended June 30, 2015, and reimbursed costs on behalf of managed communities increased $11.4 million, or 3.2%. The increase in resident fees during the six months ended June 30, 2016 was primarily a result of a 3.8% increase in senior housing average monthly revenue per unit compared to the prior year period. The increase in resident fees was partially offset by the impact of disposition activity since the beginning of the prior year period and a 150 basis point decrease in weighted average occupancy in the 930 communities we owned or leased during both full periods. The increase in management fees during the six months ended June 30, 2016 was primarily a result of a $2.5 million increase in incentive fees earned under the terms of our management agreements.

During the six months ended June 30, 2016, facility operating expenses were $1.4 billion, an increase of $17.1 million, or 1.2%, as compared to the six months ended June 30, 2015. The increase in facility operating expenses was primarily due to an increase in salaries and wages arising from wage rate increases.

Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders for the six months ended June 30, 2016 was ($84.2) million, or ($0.45) per basic and diluted common share, compared to net income (loss) attributable to Brookdale Senior Living Inc. common stockholders of ($215.0) million, or ($1.17) per basic and diluted common share, for the six months ended June 30, 2015. Net income (loss) for the second quarter of 2016 was ($35.5) million, versus net income (loss) of ($84.8) million for the second quarter of 2015. During the six months ended June 30, 2016, our Adjusted EBITDA increased by 2.0% when compared to the six months ended June 30, 2015. Adjusted EBITDA includes integration, transaction, transaction-related and strategic project costs of $37.1 million for the six months ended June 30, 2016 and $56.3 million for the six months ended June 30, 2015.

During the six months ended June 30, 2016, net cash provided by operating activities increased to $177.8 million, an increase of $67.0 million, or 60.5%, over our net cash provided by operating activities for the six months ended June 30, 2015. The increase in net cash provided by operating activities was attributable primarily to the payment of $81.4 million of cash during the prior year period to terminate 15 community leases upon the acquisition of the underlying real estate associated with the communities. During the six months ended June 30, 2016, our Cash From Facility Operations increased by 13.7% when compared to the six months ended June 30, 2015. Cash From Facility Operations includes integration, transaction, transaction-related and strategic project costs of $38.3 million (including $1.2 million of debt modification costs excluded from Adjusted EBITDA) for the six months ended June 30, 2016 and $56.3 million for the six months ended June 30, 2015.

21

Consolidated Results of Operations

Comparison of Three Months ended June 30, 2016 to June 30, 2015

The following table sets forth, for the periods indicated, statement of operations items and the amount and percentage of change of these items. The results of operations for any particular period are not necessarily indicative of results for any future period. The following data should be read in conjunction with our condensed consolidated financial statements and the related notes, which are included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

As of June 30, 2016 our total operations included 1,114 communities with a capacity to serve 107,315 residents.

(dollars in thousands, except average monthly revenue per unit)	Three Months Ended June 30,
	2016			2015			Increase (Decrease)			% Increase (Decrease)
Statement of Operations Data:
Revenue
Resident fees
Retirement Centers	$	169,990		$	164,409		$	5,581			3.4	%
Assisted Living		613,017			611,838			1,179			0.2	%
CCRCs – Rental		148,225			151,561			(3,336	)		(2.2	)%
Brookdale Ancillary Services		123,336			116,170			7,166			6.2	%
Total resident fees		1,054,568			1,043,978			10,590			1.0	%
Management services(1)		204,262			194,206			10,056			5.2	%
Total revenue		1,258,830			1,238,184			20,646			1.7	%
Expense
Facility operating expense
Retirement Centers		95,236			92,365			2,871			3.1	%
Assisted Living		378,932			388,479			(9,547	)		(2.5	)%
CCRCs – Rental		114,631			115,701			(1,070	)		(0.9	)%
Brookdale Ancillary Services		104,304			98,446			5,858			6.0	%
Total facility operating expense		693,103			694,991			(1,888	)		(0.3	)%
General and administrative expense		90,695			89,545			1,150			1.3	%
Transaction costs		441			421			20			4.8	%
Facility lease expense		92,682			91,338			1,344			1.5	%
Depreciation and amortization		133,394			225,645			(92,251	)		(40.9	)%
Asset impairment		4,152			—			4,152		NM
Costs incurred on behalf of managed communities		186,076			179,367			6,709			3.7	%
Total operating expense		1,200,543			1,281,307			(80,764	)		(6.3	)%
Income (loss) from operations		58,287			(43,123	)		101,410			235.2	%
Interest income		728			382			346			90.6	%
Interest expense		(96,604	)		(96,641	)		(37	)	NM
Debt modification and extinguishment costs		(186	)		—			186		NM
Equity in earnings (loss) of unconsolidated ventures		338			(672	)		1,010			150.3	%
Other non-operating income		2,069			2,654			(585	)		(22.0	)%
Income (loss) before income taxes		(35,368	)		(137,400	)		(102,032	)		(74.3	)%
(Provision) benefit for income taxes		(123	)		52,593			(52,716	)		(100.2	)%
Net income (loss)		(35,491	)		(84,807	)		(49,316	)		(58.2	)%
Net (income) loss attributable to noncontrolling interest		41			260			(219	)		(84.2	)%
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders	$	(35,450	)	$	(84,547	)	$	(49,097	)		(58.1	)%

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	Three Months Ended June 30,
	2016			2015			Increase (Decrease)			% Increase (Decrease)
Selected Operating and Other Data:
Total number of communities (period end)		1,114			1,136			(22	)		(1.9	)%
Total units operated(2)
Period end		106,751			109,319			(2,568	)		(2.3	)%
Weighted average		107,135			109,548			(2,413	)		(2.2	)%
Owned/leased communities units(2)
Period end		80,519			82,519			(2,000	)		(2.4	)%
Weighted average		80,700			82,522			(1,822	)		(2.2	)%
Owned/leased communities occupancy rate (weighted average)		85.8	%		86.5	%		(0.7	)%		(0.8	)%
Senior Housing average monthly revenue per unit(3)	$	4,476		$	4,331		$	145			3.3	%
Selected Segment Operating and Other Data:
Retirement Centers
Number of communities (period end)		95			98			(3	)		(3.1	)%
Total units(2)
Period end		17,095			17,268			(173	)		(1.0	)%
Weighted average		17,095			17,279			(184	)		(1.1	)%
Occupancy rate (weighted average)		88.9	%		88.4	%		0.5	%		0.6	%
Senior Housing average monthly revenue per unit(3)	$	3,727		$	3,589		$	138			3.8	%
Assisted Living
Number of communities (period end)		818			833			(15	)		(1.8	)%
Total units(2)
Period end		53,459			54,673			(1,214	)		(2.2	)%
Weighted average		53,521			54,700			(1,179	)		(2.2	)%
Occupancy rate (weighted average)		85.3	%		86.4	%		(1.1	)%		(1.3	)%
Senior Housing average monthly revenue per unit(3)	$	4,478		$	4,316		$	162			3.8	%
CCRCs - Rental
Number of communities (period end)		43			46			(3	)		(6.5	)%
Total units(2)
Period end		9,965			10,578			(613	)		(5.8	)%
Weighted average		10,084			10,543			(459	)		(4.4	)%
Occupancy rate (weighted average)		83.7	%		83.6	%		0.1	%		0.1	%
Senior Housing average monthly revenue per unit(3)	$	5,812		$	5,697		$	115			2.0	%
Management Services
Number of communities (period end)		158			159			(1	)		(0.6	)%
Total units(2)
Period end		26,232			26,800			(568	)		(2.1	)%
Weighted average		26,435			27,026			(591	)		(2.2	)%
Occupancy rate (weighted average)		86.8	%		85.2	%		1.6	%		1.9	%
Brookdale Ancillary Services
Outpatient Therapy treatment codes		476,530			667,836			(191,306	)		(28.6	)%
Home Health average census		16,126			13,884			2,242			16.1	%

(1) Management services segment revenue includes management fees and reimbursements for which we are the primary obligor of costs incurred on behalf of managed communities.

(2) Period end units operated excludes equity homes.  Weighted average units operated represents the average units operated during the period, excluding equity homes.

(3) Senior Housing average monthly revenue per unit represents the average of the total monthly resident fee revenues, excluding amortization of entrance fees and Brookdale Ancillary Services segment revenue, divided by average occupied units.

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Resident Fees

Resident fee revenue increased $10.6 million, or 1.0%, over the prior year period primarily as a result of an increase in the average monthly revenue per unit compared to the prior year period. During the current period, revenues grew 1.6% at the 933 communities we owned or leased during both full periods with a 3.0% increase in the average monthly revenue per unit (excluding amortization of entrance fee revenue). The increase was partially offset by the impact of disposition activity since the beginning of the prior year period and a 120 basis point decrease in weighted average occupancy in the 933 communities we owned or leased during both full periods.

Retirement Centers segment revenue increased $5.6 million, or 3.4%, primarily due to a 2.9% increase in average monthly revenue per unit at the communities we operated during both full periods. The increase was partially offset by the impact of disposition activity since the beginning of the prior year period.

Assisted Living segment revenue increased $1.2 million, or 0.2%, primarily due to a 3.4% increase in average monthly revenue per unit at the communities we operated during both full periods. The increase was partially offset by the impact of disposition and lease termination activity since the beginning of the prior year period as well as a 160 basis point decrease in occupancy at the communities we operated during both full periods.

CCRCs - Rental segment revenue decreased $3.3 million, or 2.2%, primarily due to the impact of disposition activity since the beginning of the prior year period as well as a 90 basis point decrease in occupancy at the communities we operated during both full periods. The decrease was partially offset by a 1.7% increase in average monthly revenue per unit at the communities we operated during both full periods.

Brookdale Ancillary Services segment revenue increased $7.2 million, or 6.2%, primarily due to an increase in home health average census and the roll-out of our home health and hospice services to additional units subsequent to the prior year period. The increase was partially offset by a decrease in therapy service volume.

Management Services Revenue

Management Services segment revenue, including management fees and reimbursed costs incurred on behalf of managed communities, increased $10.1 million, or 5.2%, primarily due to additional costs incurred on behalf of managed communities resulting from increases in salaries and wages and other facility operating expenses at the communities operated in both periods.

Facility Operating Expense

Facility operating expense decreased over the prior year period primarily due to the impact of disposition and lease termination activity since the beginning of the prior year period and a $13.7 million decrease in insurance expense from changes in estimates due to general liability and professional liability and workers compensation claims experience. The decrease was partially offset by increases in salaries and wages due to wage rate increases.

Retirement Centers segment operating expenses increased $2.9 million, or 3.1%, primarily driven by an increase in salaries and wages arising from wage rate increases. The increase was partially offset by disposition activity since the beginning of the prior year period.

Assisted Living segment operating expenses decreased $9.5 million, or 2.5%, primarily driven by the impact of disposition and lease termination activity since the beginning of the prior year period and a decrease in insurance expense from changes in estimates due to general liability and professional liability and workers compensation claims experience. The decrease was partially offset by increases in salaries and wages due to wage rate increases.

CCRCs - Rental segment operating expenses decreased $1.1 million, or 0.9%, primarily driven by disposition activity since the beginning of the prior year period. The decrease was partially offset by increases in salaries and wages due to wage rate increases.

Brookdale Ancillary Services segment operating expenses increased $5.9 million, or 6.0%, primarily due to expense increases in connection with higher census and increased salaries and wage expense as additional employees were hired to roll out services to communities acquired as part of the Emeritus transaction.

General and Administrative Expense

General and administrative expense increased $1.2 million, or 1.3%, over the prior year period primarily as a result of an increase in salaries and wages due to wage rate and bonus accrual increases and an increase in non-cash stock-based compensation expense. The increase was partially offset by a decrease in integration, transaction, transaction-related and strategic project costs.

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Facility Lease Expense

Facility lease expense increased $1.3 million, or 1.5%, primarily due to annual rent increases, including the impact of variable rent increases.

Depreciation and Amortization

Depreciation and amortization expense decreased $92.3 million, or 40.9%, primarily due to amortization of in-place lease intangibles acquired as part of our acquisition of Emeritus reaching full amortization subsequent to the prior year period.

Asset Impairment

During the three months ended June 30, 2016, we recorded impairment charges of $4.2 million related to asset impairment for property, plant and equipment and leasehold intangibles for certain communities. We recorded $2.4 million of impairment charges related to 50 communities identified as held for sale as of June 30, 2016, inclusive of the allocation of $28.6 million of goodwill to the disposal groups. Additionally, during the three months ended June 30, 2016, we recorded $1.8 million of non-cash impairment charges for property, plant and equipment and leasehold intangibles for communities to be held and used, primarily due to property damage sustained at the communities during the period.

Costs Incurred on Behalf of Managed Communities

Costs incurred on behalf of managed communities increased $6.7 million, or 3.7%, primarily due to additional costs incurred on behalf of managed communities resulting from increases in salaries and wages and other facility operating expenses at the communities operated in both full periods.

Interest Expense

Interest expense was $96.6 million for both the three months ended June 30, 2016 and 2015.

Income Taxes

The difference in our effective tax rates for the three months ended June 30, 2016 and 2015 was primarily due to recording a valuation allowance against our deferred tax assets and the impact of the non-deductible write-off of goodwill during the three months ended June 30, 2016. We recorded an aggregate deferred federal, state and local tax benefit of $3.6 million as a result of the operating loss for the three months ended June 30, 2016, which was offset by an increase in the valuation allowance of $3.0 million. We recorded an aggregate deferred federal, state and local tax benefit of $53.2 million as a result of the operating loss for the three months ended June 30, 2015. We evaluate our deferred tax assets each quarter to determine if a valuation allowance is required based on whether it is more likely than not that some portion of the deferred tax asset would not be realized. Our valuation allowance as of June 30, 2016 and December 31, 2015 was $138.8 million and $121.6 million, respectively.

We recorded interest charges related to our tax contingency reserve for cash tax positions for the three months ended June 30, 2016 and 2015 which are included in income tax expense (benefit) for the period. Tax returns for years 2012 through 2014 are subject to future examination by tax authorities. In addition, the net operating losses from prior years are subject to adjustment under examination.

Comparison of Six Months ended June 30, 2016 to June 30, 2015

The following table sets forth, for the periods indicated, statement of operations items and the amount and percentage of change of these items. The results of operations for any particular period are not necessarily indicative of results for any future period. The following data should be read in conjunction with our condensed consolidated financial statements and the related notes, which are included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

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(dollars in thousands, except average monthly revenue per unit)	Six Months Ended June 30,
	2016			2015			Increase (Decrease)			% Increase (Decrease)
Statement of Operations Data:
Revenue
Resident fees
Retirement Centers	$	339,416		$	327,895		$	11,521			3.5	%
Assisted Living		1,230,287			1,229,182			1,105			0.1	%
CCRCs – Rental		300,485			307,552			(7,067	)		(2.3	)%
Brookdale Ancillary Services		245,528			231,581			13,947			6.0	%
Total resident fees		2,115,716			2,096,210			19,506			0.9	%
Management services(1)		406,270			389,855			16,415			4.2	%
Total revenue		2,521,986			2,486,065			35,921			1.4	%
Expense
Facility operating expense
Retirement Centers		190,213			185,327			4,886			2.6	%
Assisted Living		775,392			782,317			(6,925	)		(0.9	)%
CCRCs – Rental		231,422			233,121			(1,699	)		(0.7	)%
Brookdale Ancillary Services		211,978			191,115			20,863			10.9	%
Total facility operating expense		1,409,005			1,391,880			17,125			1.2	%
General and administrative expense		183,316			179,075			4,241			2.4	%
Transaction costs		1,291			7,163			(5,872	)		(82.0	)%
Facility lease expense		189,371			185,809			3,562			1.9	%
Depreciation and amortization		260,531			446,072			(185,541	)		(41.6	)%
Asset impairment		7,527			—			7,527			—
Loss on facility lease termination		—			76,143			(76,143	)	NM
Costs incurred on behalf of managed communities		371,304			359,919			11,385			3.2	%
Total operating expense		2,422,345			2,646,061			(223,716	)		(8.5	)%
Income (loss) from operations		99,641			(159,996	)		259,637			162.3	%
Interest income		1,430			809			621			76.8	%
Interest expense		(193,507	)		(193,123	)		384			0.2	%
Debt modification and extinguishment costs		(1,296	)		(44	)		1,252		NM
Equity in earnings of unconsolidated ventures		1,356			812			544			67.0	%
Other non-operating income		9,856			5,145			4,711			91.6	%
Income (loss) before income taxes		(82,520	)		(346,397	)		(263,877	)		(76.2	)%
(Provision) benefit for income taxes		(1,788	)		130,881			(132,669	)		(101.4	)%
Net income (loss)		(84,308	)		(215,516	)		(131,208	)		(60.9	)%
Net (income) loss attributable to noncontrolling interest		83			518			(435	)		(84.0	)%
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders	$	(84,225	)	$	(214,998	)	$	(130,773	)		(60.8	)%

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	Six Months Ended June 30,
	2016			2015			Increase (Decrease)			% Increase (Decrease)
Selected Operating and Other Data:
Total number of communities (period end)		1,114			1,136			(22	)		(1.9	)%
Total units operated(2)
Period end		106,751			109,319			(2,568	)		(2.3	)%
Weighted average		107,344			109,829			(2,485	)		(2.3	)%
Owned/leased communities units(2)
Period end		80,519			82,519			(2,000	)		(2.4	)%
Weighted average		80,820			82,723			(1,903	)		(2.3	)%
Owned/leased communities occupancy rate (weighted average)		86.0	%		86.9	%		(0.9	)%		(1.0	)%
Senior Housing average monthly revenue per unit(3)	$	4,481		$	4,318		$	163			3.8	%
Selected Segment Operating and Other Data:
Retirement Centers
Number of communities (period end)		95			98			(3	)		(3.1	)%
Total units(2)
Period end		17,095			17,268			(173	)		(1.0	)%
Weighted average		17,095			17,324			(229	)		(1.3	)%
Occupancy rate (weighted average)		88.9	%		88.6	%		0.3	%		0.3	%
Senior Housing average monthly revenue per unit(3)	$	3,721		$	3,561		$	160			4.5	%
Assisted Living
Number of communities (period end)		818			833			(15	)		(1.8	)%
Total units(2)
Period end		53,459			54,673			(1,214	)		(2.2	)%
Weighted average		53,516			54,887			(1,371	)		(2.5	)%
Occupancy rate (weighted average)		85.4	%		86.8	%		(1.4	)%		(1.6	)%
Senior Housing average monthly revenue per unit(3)	$	4,485		$	4,299		$	186			4.3	%
CCRCs - Rental
Number of communities (period end)		43			46			(3	)		(6.5	)%
Total units(2)
Period end		9,965			10,578			(613	)		(5.8	)%
Weighted average		10,209			10,512			(303	)		(2.9	)%
Occupancy rate (weighted average)		84.0	%		84.8	%		(0.8	)%		(0.9	)%
Senior Housing average monthly revenue per unit(3)	$	5,801		$	5,721		$	80			1.4	%
Management Services
Number of communities (period end)		158			159			(1	)		(0.6	)%
Total units(2)
Period end		26,232			26,800			(568	)		(2.1	)%
Weighted average		26,524			27,106			(582	)		(2.1	)%
Occupancy rate (weighted average)		86.9	%		85.9	%		1.0	%		1.2	%
Brookdale Ancillary Services
Outpatient Therapy treatment codes		986,181			1,304,249			(318,068	)		(24.4	)%
Home Health average census		16,308			13,826			2,482			18.0	%

(1) Management services segment revenue includes management fees and reimbursements for which we are the primary obligor of costs incurred on behalf of managed communities.

(2) Period end units operated excludes equity homes. Weighted average units operated represents the average units operated during the period, excluding equity homes.

(3) Senior Housing average monthly revenue per unit represents the average of the total monthly resident fee revenues, excluding amortization of entrance fees and Brookdale Ancillary Services segment revenue, divided by average occupied units.

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Resident Fees

Resident fee revenue increased $19.5 million, or 0.9%, over the prior year period primarily as a result of an increase in the average monthly revenue per unit compared to the prior year period. During the current year period, revenues grew 1.6% at the 930 communities we owned or leased during both full periods with a 3.3% increase in the average monthly revenue per unit (excluding amortization of entrance fee revenue). The increase was partially offset by the impact of disposition activity since the beginning of the prior year period and a 150 basis point decrease in weighted average occupancy in the 930 communities we owned or leased during both full periods.

Retirement Centers segment revenue increased $11.5 million, or 3.5%, primarily due to a 3.3% increase in average monthly revenue per unit at the communities we operated during both full periods. The increase was partially offset by the impact of disposition activity since the beginning of the prior year period as well as a 40 basis point decrease in occupancy at the communities we operated during both full periods.

Assisted Living segment revenue increased $1.1 million, or 0.1%, primarily due to a 3.8% increase in average monthly revenue per unit at the communities we operated during both full periods. The increase was partially offset by the impact of disposition and lease termination activity since the beginning of the prior year period as well as a 180 basis point decrease in occupancy at the communities we operated during both full periods.

CCRCs - Rental segment revenue decreased $7.1 million, or 2.3%, primarily due to the impact of disposition activity since the beginning of the prior year period as well as a 160 basis point decrease in occupancy at the communities we operated during both full periods. The decrease was partially offset by a 1.7% increase in average monthly revenue per unit at the communities we operated during both full periods.

Brookdale Ancillary Services segment revenue increased $13.9 million, or 6.0%, primarily due to an increase in home health average census and the roll-out of our home health and hospice services to additional units subsequent to the prior year period. The increase was partially offset by a decrease in therapy service volume.

Management Services Revenue

Management Services segment revenue, including management fees and reimbursed costs incurred on behalf of managed communities, increased $16.4 million, or 4.2%, primarily due to additional costs incurred on behalf of managed communities resulting from increases in salaries and wages and other facility operating expenses at the communities operated in both periods.

Facility Operating Expense

Facility operating expense increased $17.1 million, or 1.2% over the prior year period primarily due to an increase in salaries and wages arising from wage rate increases. The increase was partially offset by the impact of disposition and lease termination activity since the beginning of the prior year period and a $13.7 million decrease in insurance expense from changes in estimates due to general liability and professional liability and workers compensation claims experience.

Retirement Centers segment operating expenses increased $4.9 million, or 2.6%, primarily driven by an increase in salaries and wages arising from wage rate increases. The increase was partially offset by disposition activity since the beginning of the prior year period.

Assisted Living segment operating expenses decreased $6.9 million, or 0.9%, primarily driven by the impact of disposition and lease termination activity since the beginning of the prior year period and a decrease in insurance expense from changes in estimates due to general liability and professional liability and workers compensation claims experience. The decrease was partially offset by increases in salaries and wages due to wage rate increases.

CCRCs - Rental segment operating expenses decreased $1.7 million, or 0.7%, primarily driven by disposition activity since the beginning of the prior year period. The decrease was partially offset by increases in salaries and wages due to wage rate increases.

Brookdale Ancillary Services segment operating expenses increased $20.9 million, or 10.9%, primarily due to expense increases in connection with higher census and increased salaries and wage expense as additional employees were hired to roll out services to communities acquired as part of the Emeritus transaction.

General and Administrative Expense

General and administrative expense increased $4.2 million, or 2.4%, over the prior year period primarily as a result of an increase in salaries and wages due to wage rate and bonus accrual increases and an increase in non-cash stock-based compensation expense. The increase was partially offset by a decrease in integration, transaction, transaction-related and strategic project costs.

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Transaction Costs

Transaction costs decreased $5.9 million, or 82.0%. Transaction costs for the six months ended June 30, 2015 were $7.2 million. Transaction costs in the prior year period are primarily related to direct costs related to acquisition and community leasing activity.

Facility Lease Expense

Facility lease expense increased $3.6 million, or 1.9%, primarily due to annual rent increases, including the impact of variable rent increases.

Depreciation and Amortization

Depreciation and amortization expense decreased $185.5 million, or 41.6%, primarily due to amortization of in-place lease intangibles acquired as part of our acquisition of Emeritus reaching full amortization subsequent to the prior year period.

Asset Impairment

During the six months ended June 30, 2016, we recorded impairment charges of $7.5 million related to asset impairment for property, plant and equipment and leasehold intangibles for certain communities. We recorded $5.0 million of impairment charges related to communities identified as held for sale. The remainder of the impairment charges primarily relate to non-cash impairment charges for property, plant and equipment and leasehold intangibles for communities to be held and used, primarily due to property damage sustained at the communities during the period.

Loss on Facility Lease Termination

A loss on facility lease termination of $76.1 million was recognized during the six months ended June 30, 2015 for the difference between the amount paid to acquire the underlying real estate associated with 15 communities that were previously leased and the estimated fair value of the communities, net of the deferred lease liabilities previously recognized.

Costs Incurred on Behalf of Managed Communities

Costs incurred on behalf of managed communities increased $11.4 million, or 3.2%, primarily due to additional costs incurred on behalf of managed communities resulting from increases in salaries and wages and other facility operating expenses at the communities operated in both full periods.

Interest Expense

Interest expense increased $0.4 million, or 0.2%, primarily due to an increase in interest paid on our outstanding long-term debt balance which has increased subsequent to the beginning of the prior year period.

Income Taxes

The difference in our effective tax rates for the six months ended June 30, 2016 and 2015 was due to an increase in the valuation allowance against our deferred tax assets recorded, the negative tax benefit on the vesting of restricted stock, a direct result of our lower stock price, and the non-deductible write-off of goodwill during the six months ended June 30, 2016. We determined that an additional valuation allowance was required after consideration of our future reversal of estimated timing differences. We recorded an aggregate deferred federal, state and local tax benefit of $16.8 million as a result of the operating loss for the six months ended June 30, 2016, which was offset by an increase in the valuation allowance of $17.2 million. We recorded an aggregate deferred federal, state and local tax benefit of $132.5 million as a result of the operating loss for the six months ended June 30, 2015. We evaluate our deferred tax assets each quarter to determine if a valuation allowance is required based on whether it is more likely than not that some portion of the deferred tax asset would not be realized. Our valuation allowance as of June 30, 2016 and December 31, 2015 was $138.8 million and $121.6 million, respectively.

We recorded interest charges related to our tax contingency reserve for cash tax positions for the six months ended June 30, 2016 and 2015 which are included in income tax expense or benefit for the period. Tax returns for years 2012 through 2014 are subject to future examination by tax authorities. In addition, the net operating losses from prior years are subject to adjustment under examination.

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Liquidity and Capital Resources

The following is a summary of cash flows from operating, investing and financing activities, as reflected in the Condensed Consolidated Statements of Cash Flows (in thousands):

	Six Months Ended June 30,
	2016			2015
Net cash provided by operating activities	$	177,839		$	110,824
Net cash used in investing activities		(156,736	)		(376,497	)
Net cash (used in) provided by financing activities		(70,079	)		240,086
Net decrease in cash and cash equivalents		(48,976	)		(25,587	)
Cash and cash equivalents at beginning of period		88,029			104,083
Cash and cash equivalents at end of period	$	39,053		$	78,496

The increase in net cash provided by operating activities of $67.0 million was attributable primarily to the payment of $81.4 million of cash during the prior year period to terminate 15 community leases upon the acquisition of the underlying real estate associated with the communities.

The decrease in net cash used in investing activities of $219.8 million was primarily attributable to the acquisition of assets related to our acquisition of 15 previously leased communities in the prior year period as well as $45.6 million of net proceeds from the sale of assets in the current year period.

The change in net cash (used in) provided by financing activities period over period was primarily attributable to $123.5 million of cash used to pay down the balance of our secured credit facility during the current year period.

Our principal sources of liquidity have historically been from:

• cash balances on hand;

• cash flows from operations;

• proceeds from our credit facilities;

• funds generated through unconsolidated venture arrangements;

• proceeds from mortgage financing, refinancing of various assets or sale-leaseback transactions; and

• funds raised in the debt or equity markets and proceeds from the selective disposition of underperforming and/or non-core assets.

Over the longer-term, we expect to continue to fund our business through these principal sources of liquidity.

Our liquidity requirements have historically arisen from:

• working capital;

• operating costs such as employee compensation and related benefits, general and administrative expense and supply costs;

• debt service and lease payments;

• acquisition consideration and transaction and integration costs;

• capital expenditures and improvements, including the expansion, renovation, redevelopment and repositioning of our current communities and the development of new communities;

• cash collateral required to be posted in connection with our financial instruments;

• purchases of common stock under our share repurchase authorizations;

• other corporate initiatives (including integration, information systems, branding and other strategic projects); and

• prior to 2009, dividend payments.

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Over the near-term, we expect that our liquidity requirements will primarily arise from:

• working capital;

• operating costs such as employee compensation and related benefits, general and administrative expense and supply costs;

• debt service and lease payments;

• acquisition consideration and transaction and integration costs;

• capital expenditures and improvements, including the expansion, renovation, redevelopment and repositioning of our existing communities;

• cash funding needs of our unconsolidated ventures for operating, capital expenditure and financing needs; and

• other corporate initiatives (including information systems and other strategic projects).

We are highly leveraged and have significant debt and lease obligations. As of June 30, 2016, we have three principal corporate-level debt obligations: our $500.0 million secured credit facility, our $316.3 million 2.75% convertible senior notes due 2018, and our separate secured and unsecured letter of credit facilities providing for up to $64.5 million of letters of credit in the aggregate. The remainder of our indebtedness is generally comprised of approximately $3.3 billion of non-recourse property-level mortgage financings as of June 30, 2016.

At June 30, 2016, we had $3.9 billion of debt outstanding, including $186.5 million drawn on our secured credit facility and excluding capital and financing lease obligations, at a weighted-average interest rate of 4.8% (calculated using an imputed interest rate of 7.5% for our 2.75% convertible senior notes due 2018). At June 30, 2016, we had $2.5 billion of capital and financing lease obligations and $86.4 million of letters of credit had been issued under our letter of credit facilities. Approximately $332.6 million of our debt and capital and financing lease obligations are included in current liabilities within our condensed consolidated balance sheet as of June 30, 2016. The current portion of long-term debt includes $154.7 million of mortgage debt related to communities classified as held for sale. This debt will either be repaid with the proceeds from the sale of the $354.6 million of assets held for sale or be assumed by the prospective purchasers. We also have substantial operating lease obligations and capital expenditure requirements. For the year ending June 30, 2017, we will be required to make approximately $386.9 million of payments in connection with our existing operating leases.

At June 30, 2016, we had $196.5 million of negative working capital. We had $39.1 million of cash and cash equivalents at June 30, 2016, excluding cash and escrow deposits-restricted and lease security deposits of $111.5 million in the aggregate. As of that date, we also had $267.2 million of availability on our secured credit facility. Due to the nature of our business, it is not unusual to operate in the position of negative working capital because we collect revenues much more quickly, often in advance, than we are required to pay obligations, and we have historically refinanced or extended maturities of debt obligations as they become current liabilities. Our operations result in a very low level of current assets primarily stemming from our deployment of cash to pursue strategic business development opportunities or to pay down long-term liabilities. 

Investments in our current portfolio are comprised of recurring capital expenditures and other major projects (including corporate initiatives). These major projects include unusual or non-recurring capital projects, projects which create new or enhanced economics, such as major renovations or reposition projects at our communities, integration related expenditures (including the cost of developing information systems), and expenditures supporting the expansion of our ancillary services programs.

Through our Program Max initiative, we intend to expand, renovate, redevelop and reposition certain of our communities where economically advantageous. Certain of our communities may benefit from additions and expansions or from adding a new level of service for residents to meet the evolving needs of our customers. These Program Max projects include converting space from one level of care to another, reconfiguration of existing units, the addition of services that are not currently present or physical plant modifications. We currently have nine Program Max projects that have been approved, most of which have begun construction and are expected to generate 207 net new units.

We have invested significant capital expenditures into our portfolio to renovate and upgrade communities, which we expect will drive greater occupancy and higher rates in those communities over time. For the year ended December 31, 2015, we spent approximately $361.9 million for capital expenditures, net of lessor reimbursements. We will continue our capital expenditure programs, including our Program Max initiative, but in the near-term at reduced investment levels compared to prior years. In an effort to grow our free cash flow, we have reduced our anticipated net capital expenditures for 2016. We expect to incur net capital expenditures of $275.0 million to $290.0 million for 2016. The following table summarizes our actual capital expenditures for the six months ended June 30, 2016 as well as our anticipated capital expenditures for the year ended December 31, 2016 for our consolidated communities (dollars in millions):

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	Actual Six Months Ended June 30, 2016			Anticipated 2016 Range
Recurring	$	31.3		$	74.0 - 81.0
Less: reimbursements		(4.3	)		(9.0 - 11.0	)
Net recurring(1)		27.0			65.0 - 70.0
Net EBITDA-enhancing / Major Projects(2)		61.1			115.0 - 120.0
Corporate, integration and other(3)		27.7			50.0 - 55.0
Non-development capital expenditures		115.8			230.0 - 245.0
Development capital expenditures (Net Program Max(4))		10.7			45.0 - 45.0
Total capital expenditures	$	126.5		$	275.0 - 290.0

(1) Payments are included in Cash From Facility Operations.

(2) Includes EBITDA-enhancing projects (primarily community renovations and apartment upgrades) and other major building infrastructure projects. Amount shown for the six months ended June 30, 2016 is the amount invested, net of third party lessor reimbursements of $12.8 million. Anticipated amounts shown for 2016 are amounts invested or anticipated to be invested, net of approximately $19.0 million to $22.0 million of lessor reimbursements received or anticipated to be received.

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

(4) Includes community expansions and major repositioning or upgrade projects.  Also includes de novo community developments.  Amount shown for the six months ended June 30, 2016 is the amount invested, net of third party lessor reimbursements of $15.2 million. Anticipated amounts shown for 2016 are amounts invested or anticipated to be invested, net of approximately $35.0 million to $38.0 million of lessor reimbursements received or anticipated to be received.

During 2016, we anticipate that our capital expenditures will be funded from cash on hand, cash flows from operations, lessor reimbursements in the amount of $63.0 million to $71.0 million, amounts drawn on construction loans and amounts drawn on our secured credit facility.

As opportunities arise, we plan to selectively purchase communities, asset portfolios, home health agencies and operating companies. We may also seek to acquire the fee interest in communities that we currently lease or manage. We expect to continue to assess our financing alternatives periodically and access the capital markets opportunistically. If our existing resources are insufficient to satisfy our liquidity requirements, or if we enter into an acquisition or strategic arrangement with another company, we may need to sell additional equity or debt securities. Any such sale of additional equity securities will dilute the interests of our existing stockholders, and we cannot be certain that additional public or private financing will be available in amounts or on terms acceptable to us, if at all. If we are unable to obtain this additional financing, we may be required to delay, reduce the scope of, or eliminate one or more aspects of our business development activities, any of which could reduce the growth of our business.

We currently estimate that our existing cash flows from operations, together with cash on hand, amounts available under our secured credit facility and, to a lesser extent, proceeds from anticipated financings and refinancings of various assets, will be sufficient to fund our liquidity needs for at least the next 12 months, assuming a relatively stable macroeconomic environment.

Our actual liquidity and capital funding requirements depend on numerous factors, including our operating results, the actual level of capital expenditures, our expansion, development and acquisition activity, general economic conditions and the cost of capital. Shortfalls in cash flows from operating results or other principal sources of liquidity may have an adverse impact on our ability to execute our business and growth strategies. Volatility in the credit and financial markets may also have an adverse impact on our liquidity by making it more difficult for us to obtain financing or refinancing. As a result, this may impact our ability to grow our business, maintain capital spending levels, expand certain communities, or execute other aspects of our business strategy. In order to continue some of these activities at historical or planned levels, we may incur additional indebtedness or lease financing to provide additional funding. There can be no assurance that any such additional financing will be available or on terms that are acceptable to us.

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Credit Facilities

On December 19, 2014, we entered into a Fourth Amended and Restated Credit Agreement with General Electric Capital Corporation, as administrative agent, lender and swingline lender, and the other lenders from time to time parties thereto. The agreement provides for a total commitment amount of $500.0 million, comprised of a $100.0 million term loan drawn at closing and a $400.0 million revolving credit facility (with a $50.0 million sublimit for letters of credit and a $50.0 million swingline feature to permit same day borrowing) and an option to increase the revolving credit facility by an additional $250.0 million, subject to obtaining commitments for the amount of such increase from acceptable lenders. The maturity date is January 3, 2020, and amounts drawn under the facility bear interest at 90-day LIBOR plus an applicable margin from a range of 2.50% to 3.50%. The applicable margin varies based on the percentage of the total commitment drawn, with a 2.50% margin at utilization equal to or lower than 35%, a 3.25% margin at utilization greater than 35% but less than or equal to 50%, and a 3.50% margin at utilization greater than 50%. The quarterly commitment fee on the unused portion of the facility is 0.25% per annum when the outstanding amount of obligations (including revolving credit, swingline and term loans and letter of credit obligations) is greater than or equal to 50% of the total commitment amount or 0.35% per annum when such outstanding amount is less than 50% of the total commitment amount.

Amounts drawn on the facility may be used to finance acquisitions, fund working capital and capital expenditures and for other general corporate purposes.

The facility is secured by first priority mortgages on certain of our communities. In addition, the agreement permits us to pledge the equity interests in subsidiaries that own other communities (rather than mortgaging such communities), provided that loan availability from pledged assets cannot exceed 10% of loan availability from mortgaged assets. The availability under the line will vary from time to time as it is based on borrowing base calculations related to the appraised value and performance of the communities securing the facility.

The agreement contains typical affirmative and negative covenants, including financial covenants with respect to minimum consolidated fixed charge coverage and minimum consolidated tangible net worth. A violation of any of these covenants could result in a default under the amended credit agreement, which would result in termination of all commitments under the agreement and all amounts owing under the agreement and certain other loan agreements becoming immediately due and payable and/or trigger cross-default provisions in our other outstanding debt and lease documents.

As of June 30, 2016, we had $186.5 million drawn, $22.0 million of letters of credit outstanding and $267.2 million of availability on our secured credit facility. We also had separate secured and unsecured letter of credit facilities of up to $64.5 million in the aggregate as of June 30, 2016. Letters of credit totaling $64.4 million had been issued under these separate facilities as of that date.

As of June 30, 2016, we are in compliance with the financial covenants of our outstanding debt and lease agreements.

Contractual Commitments

Significant ongoing commitments consist primarily of leases, debt, purchase commitments and certain other long-term liabilities. For a summary and complete presentation and description of our ongoing commitments and contractual obligations, see the "Contractual Commitments" section of Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 filed with the SEC on February 12, 2016.

There have been no material changes outside the ordinary course of business in our contractual commitments during the six months ended June 30, 2016.

Off-Balance Sheet Arrangements

As of June 30, 2016, we do not have an interest in any "off-balance sheet arrangements" (as defined in Item 303(a)(4) of Regulation S-K) that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

We own interests in certain unconsolidated ventures as described under Note 13 to the condensed consolidated financial statements. Except in limited circumstances, our risk of loss is limited to our investment in each venture. We also own interests in certain other unconsolidated ventures that are not considered variable interest entities. The equity method of accounting has been applied in the accompanying financial statements with respect to our investment in unconsolidated ventures.

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Non-GAAP Financial Measures

This Quarterly Report on Form 10-Q contains financial measures utilized by management to evaluate our operating performance and liquidity that are not calculated in accordance with GAAP.  Each of these measures, Adjusted EBITDA and Cash From Facility Operations ("CFFO"), should not be considered in isolation from or as superior to or as a substitute for net income (loss), income (loss) from operations, net cash provided by (used in) operating activities, or other financial measures determined in accordance with GAAP.  We use these non-GAAP financial measures to supplement our GAAP results in order to provide a more complete understanding of the factors and trends affecting our business. 

We strongly urge you to review the reconciliations of Adjusted EBITDA from net income (loss) and CFFO from net cash provided by (used in) operating activities, along with our consolidated financial statements included herein.  We also strongly urge you not to rely on any single financial measure to evaluate our business.  We caution investors that amounts presented in accordance with our definitions of Adjusted EBITDA and CFFO may not be comparable to similar measures disclosed by other companies, because not all companies calculate these non-GAAP measures in the same manner.

Adjusted EBITDA

Definition of Adjusted EBITDA

Our definition of Adjusted EBITDA has changed from prior periods, and prior period amounts of Adjusted EBITDA included in this Quarterly Report on Form 10-Q have been recast to conform to the new definition.  The new definition of Adjusted EBITDA reflects the removal of the following adjustments to net income (loss) used in the previous definition:  the addition of CFFO from unconsolidated ventures and entrance fee receipts, net of refunds, and the subtraction of amortization of entrance fees.

We define Adjusted EBITDA as follows:

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.

Management's Use of Adjusted EBITDA

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

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

Limitations of Adjusted EBITDA

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

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

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

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

The table below reconciles Adjusted EBITDA from net income (loss) for the three and six months ended June 30, 2016 and June 30, 2015 (in thousands):

	Three Months Ended June 30,(1)						Six Months Ended June 30,(1)
	2016			2015			2016			2015
Net income (loss)	$	(35,491	)	$	(84,807	)	$	(84,308	)	$	(215,516	)
Provision (benefit) for income taxes		123			(52,593	)		1,788			(130,881	)
Equity in (earnings) loss of unconsolidated ventures		(338	)		672			(1,356	)		(812	)
Debt modification and extinguishment costs		186			—			1,296			44
Other non-operating income		(2,069	)		(2,654	)		(9,856	)		(5,145	)
Interest expense		96,604			96,641			193,507			193,123
Interest income		(728	)		(382	)		(1,430	)		(809	)
Income (loss) from operations		58,287			(43,123	)		99,641			(159,996	)
Depreciation and amortization		133,394			225,645			260,531			446,072
Asset impairment		4,152			—			7,527			—
Loss on facility lease termination		—			—			—			76,143
Straight-line lease expense (income)		(523	)		1,919			3,412			4,720
Amortization of (above) below market lease, net		(1,733	)		(1,840	)		(3,466	)		(3,799	)
Amortization of deferred gain		(1,093	)		(1,093	)		(2,186	)		(2,186	)
Non-cash stock-based compensation expense		8,994			6,851			18,763			15,724
Adjusted EBITDA	$	201,478		$	188,359		$	384,222		$	376,678

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(1) For the three and six months ended June 30, 2016, the calculation of Adjusted EBITDA includes integration, transaction, transaction-related and strategic project costs of $17.1 million and $37.1 million, respectively. For the three and six months ended June 30, 2015, the calculation of Adjusted EBITDA includes integration, transaction, transaction-related and strategic project costs of $29.0 million and $56.3 million, respectively. Integration costs include transition costs associated with the Emeritus merger and organizational restructuring (such as severance and retention payments and recruiting expenses), third party consulting expenses directly related to the integration of Emeritus (in areas such as cost savings and synergy realization, branding and technology and systems work), and internal costs such as training, travel and labor, reflecting time spent by Company personnel on integration activities and projects. Transaction and transaction-related costs include third party costs directly related to the acquisition of Emeritus, other acquisition and disposition activity, community financing and leasing activity and corporate capital structure assessment activities (including shareholder relations advisory matters), and are primarily comprised of legal, finance, consulting, professional fees and other third party costs. Strategic project costs include costs associated with certain strategic projects related to refining our strategy, building out enterprise-wide capabilities for the post-merger platform (including the EMR roll-out project) and reducing costs and achieving synergies by capitalizing on scale.

Cash From Facility Operations

Definition of Cash From Facility Operations

We are now reporting CFFO as a measure of liquidity, and as such the definition of CFFO from previous periodic reports has been revised to reflect the reconciliation of such measure from net cash provided by (used in) operating activities. However, the amounts included in the calculation of CFFO have not changed, and the change in the definition of CFFO had no effect on the amounts of CFFO presented in this Quarterly Report on Form 10-Q for this period or prior periods.

We define Cash From Facility Operations (CFFO) as follows:

Net cash provided by (used in) operating activities before:

• changes in operating assets and liabilities;

• gain (loss) on facility lease termination;

• distributions from unconsolidated ventures from cumulative share of net earnings;

and adjusted for:

• recurring capital expenditures, net;

• lease financing debt amortization with fair market value or no purchase options;

• proceeds from refundable entrance fees;

• refunds of entrance fees;

• CFFO of unconsolidated ventures; and

• other.

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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 capital expenditures related to community expansions, renovations and major projects (including major community redevelopment and repositioning projects), the development of new communities and corporate capital expenditures (including systems projects and integration capital expenditures) that are funded using lease or financing proceeds, available cash and/or proceeds from the sale of communities.

CFFO of unconsolidated ventures represents our proportionate share of CFFO of our unconsolidated ventures based on our equity ownership percentage and is calculated for each unconsolidated venture in a manner consistent with the definition of CFFO for our consolidated entities. Our investments in our unconsolidated ventures are accounted for under the equity method of accounting.

Management's Use of Cash From Facility Operations

We use CFFO to assess our overall liquidity. This measure provides an assessment of controllable expenses and affords management the ability to make decisions which are expected to facilitate meeting current financial and liquidity goals as well as to achieve optimal financial performance. It provides an indicator for management to determine if adjustments to current spending decisions are needed.

This metric measures our liquidity based on operational factors that management can impact in the short-term, namely the cost structure or expenses of the organization. CFFO is one of the metrics used by our senior management and board of directors (i) to review our ability to service our outstanding indebtedness, including our credit facilities, (ii) to review our ability to pay dividends to stockholders or engage in share repurchases, (iii) to review our ability to make capital expenditures, (iv) for planning purposes, including preparation of our annual budget and (v) in making compensation determinations for certain of our associates (including our named executive officers).

Limitations of Cash From Facility Operations

CFFO has limitations as an analytical tool. Material limitations in making the adjustments to our net cash provided by (used in) operating activities to calculate CFFO, and using this non-GAAP financial measure as compared to GAAP net cash provided by (used in) operating activities, include:

• CFFO does not represent cash available for dividends or discretionary expenditures, since we have mandatory debt service requirements and other non-discretionary expenditures not reflected in the measure;

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

• CFFO of unconsolidated ventures does not represent cash available directly for use by our consolidated business.

We believe CFFO is useful to investors because it assists their ability to meaningfully evaluate (1) our ability to service our outstanding indebtedness, including our credit facilities and capital and financing leases, (2) our ability to pay dividends to stockholders or engage in share repurchases and (3) our ability to make capital expenditures.

The table below reconciles CFFO from net cash provided by (used in) operating activities for the three and six months ended June 30, 2016 and June 30, 2015 (in thousands):

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	Three Months Ended June 30,(1)						Six Months Ended June 30,(1)
	2016			2015			2016			2015
Net cash provided by operating activities	$	107,496		$	100,767		$	177,839		$	110,824
Net cash used in investing activities		(82,288	)		(145,206	)		(156,736	)		(376,497	)
Net cash (used in) provided by financing activities		(57,017	)		7,753			(70,079	)		240,086
Net decrease in cash and cash equivalents	$	(31,809	)	$	(36,686	)	$	(48,976	)	$	(25,587	)
Net cash provided by operating activities	$	107,496		$	100,767		$	177,839		$	110,824
Changes in operating assets and liabilities		10,420			547			38,560			16,972
Refundable entrance fee received		611			550			1,146			586
Entrance fee refunds disbursed		(617	)		(988	)		(1,745	)		(1,817	)
Recurring capital expenditures, net		(13,668	)		(17,425	)		(26,949	)		(32,428	)
Lease financing debt amortization with fair market value or no purchase options		(14,117	)		(12,756	)		(27,926	)		(25,195	)
Loss on facility lease termination		—			—			—			76,143
Distributions from unconsolidated ventures from cumulative share of net earnings		—			(950	)		—			(1,450	)
CFFO of unconsolidated ventures		15,939			11,177			31,293			25,390
Cash From Facility Operations	$	106,064		$	80,922		$	192,218		$	169,025

(1) For the three and six months ended June 30, 2016, the calculation of CFFO includes integration, transaction, transaction-related and strategic project costs of $17.3 million and $38.3 million (including $1.2 million of debt modification costs excluded from Adjusted EBITDA). For the three and six months ended June 30, 2015, the calculation of CFFO includes integration, transaction, transaction-related and strategic project costs of $29.0 million and $56.3 million, respectively. Integration costs include transition costs associated with the Emeritus merger and organizational restructuring (such as severance and retention payments and recruiting expenses), third party consulting expenses directly related to the integration of Emeritus (in areas such as cost savings and synergy realization, branding and technology and systems work), and internal costs such as training, travel and labor, reflecting time spent by Company personnel on integration activities and projects. Transaction and transaction-related costs include third party costs directly related to the acquisition of Emeritus, other acquisition and disposition activity, community financing and leasing activity and corporate capital structure assessment activities (including shareholder relations advisory matters), and are primarily comprised of legal, finance, consulting, professional fees and other third party costs. Strategic project costs include costs associated with certain strategic projects related to refining our strategy, building out enterprise-wide capabilities for the post-merger platform (including the EMR roll-out project) and reducing costs and achieving synergies by capitalizing on scale.

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Item 3.  Quantitative and Qualitative Disclosures About Market Risk

We are subject to market risks from changes in interest rates charged on our credit facilities, other floating-rate indebtedness and lease payments subject to floating rates. The impact on earnings and the value of our long-term debt and lease payments are subject to change as a result of movements in market rates and prices. As of June 30, 2016, we had approximately $2.5 billion of long-term fixed rate debt, $1.4 billion of long-term variable rate debt, including our secured credit facility, and $2.5 billion of capital and financing lease obligations. As of June 30, 2016, our total fixed-rate debt and variable-rate debt outstanding had a weighted-average interest rate of 4.8% (calculated using an imputed interest rate of 7.5% for our $316.3 million 2.75% convertible senior notes due 2018).

We enter into certain interest rate cap agreements with major financial institutions to effectively manage our risk above certain interest rates on variable rate debt. As of June 30, 2016, $2.5 billion, or 63.1%, of our long-term debt, excluding our capital and financing lease obligations, has fixed rates. As of June 30, 2016, $814.2 million, or 20.9%, of our long-term debt, excluding capital and financing lease obligations, is subject to interest rate cap agreements. The remaining $623.5 million, or 16.0%, of our long-term debt is variable rate debt, not subject to any interest rate cap or swap agreements. A change in interest rates would have impacted our annual interest expense related to all outstanding variable rate debt, excluding our capital and financing lease obligations, as follows (after consideration of hedging instruments currently in place): a 100 basis point increase in interest rates would have an impact of $14.5 million, a 500 basis point increase in interest rates would have an impact of $66.4 million and a 1,000 basis point increase in interest rates would have an impact of $99.0 million.

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Item 4.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, under the supervision of and with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined under Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer each concluded that, as of June 30, 2016, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There has not been any change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended June 30, 2016 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

The information contained in Note 9 to the Condensed Consolidated Financial Statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q is incorporated herein by this reference.

Item 1A.  Risk Factors

The following risk factor reflects certain modifications of, or additions to, the risk factors set forth in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2015.

We rely on reimbursement from governmental programs for a portion of our revenues, and will be subject to changes in reimbursement levels, which could adversely affect our results of operations and cash flow. 

We rely on reimbursement from governmental programs for a portion of our revenues, and we cannot assure you that reimbursement levels will not decrease in the future, which could adversely affect our results of operations and cash flow. Beginning October 1, 2011, we were impacted by a reduction in the reimbursement rates for Medicare skilled nursing patients and home health patients, as well as a negative change in the allowable method for delivering therapy services to skilled nursing patients (resulting in increased therapy labor expense). In addition, certain per person annual limits on Medicare reimbursement for therapy services became effective in 2006, subject to certain exceptions. These exceptions are currently scheduled to expire on December 31, 2017. If these exceptions are modified or not extended beyond that date, our revenues and net operating income relating to our outpatient therapy services could be materially adversely impacted.

Effective October 1, 2012, certain Medicare Part B therapy services exceeding a specified threshold are subject to a pre-payment manual medical review process. The review process has had an adverse effect on the provision and billing of services for patients and could negatively impact therapist productivity. These Medicare Part B therapy cap exception requirements, including the applicable pre-approval requirements, could also negatively impact the revenues and net operating income relating to our outpatient therapy services business. Pursuant to the Medicare Access and CHIP Reauthorization Act of 2015, which was signed by the President on April 16, 2015, the manual review process will be replaced with a new review program to be developed by the Secretary of Health and Human Services.

On June 8, 2016, the Centers for Medicare & Medicaid Services (CMS) announced that it is implementing a 3-year Medicare pre-claim review demonstration for home health services in the states of Illinois, Florida, and Texas beginning in 2016, and in the states of Michigan and Massachusetts beginning in 2017. We derive a significant portion of our home health revenue from these states. The pre-claim review is a process through which a request for provisional affirmation of coverage is submitted for review before a final claim is submitted for payment. The pre-claim review demonstration may result in an increase in administrative costs or reimbursement delays related to home health services in such states, which could have an adverse effect on our results of operations and cash flow.

In addition, there continue to be various federal and state legislative and regulatory proposals to implement cost containment measures that would limit payments to healthcare providers in the future. We cannot predict what action, if any, Congress will take on reimbursement policies of the Medicare program or what future rule changes the CMS will implement. Changes in the reimbursement policies of the Medicare program could have an adverse effect on our results of operations and cash flow.

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Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

(a) Not applicable.

(b) Not applicable.

(c) The following table contains information regarding purchases of our common stock made during the quarter ended June 30, 2016 by or on behalf of the Company or any ''affiliated purchaser,'' as defined by Rule 10b-18(a)(3) of the Exchange Act:

Period	Total Number of Shares Purchased (1)		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (2)
4/1/2016 - 4/30/2016		-		-		-		-
5/1/2016 - 5/31/2016		128		18.03		-		-
6/1/2016 - 6/30/2016		2,010		15.44		-		-
Total		2,138		15.60		-		-

(1) Consists entirely of shares withheld to satisfy tax liabilities due upon the vesting of restricted stock.

(2) See Note 14 to the consolidated financial statements contained in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on February 12, 2016, which is incorporated herein by reference, for information regarding our share repurchase program.  No shares were purchased pursuant to this authorization during the six months ended June 30, 2016.  As of June 30, 2016, approximately $82.4 million remains available under this share repurchase authorization.

Item 6.  Exhibits

See Exhibit Index immediately following the signature page hereto, which Exhibit Index is incorporated by reference as if fully set forth herein.

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SIGNATURES

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

BROOKDALE SENIOR LIVING INC.
(Registrant)
By:	/s/ Lucinda M. Baier
Name:	Lucinda M. Baier
Title:	Chief Financial Officer (Principal Financial Officer)
Date:	August 9, 2016

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EXHIBIT INDEX

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated as of February 20, 2014, by and among Brookdale Senior Living Inc. (the "Company"), Emeritus Corporation and Broadway Merger Sub Corporation (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on February 21, 2014 (File No. 001-32641)).
2.2	Master Contribution and Transactions Agreement, dated as of April 23, 2014, by and between the Company and HCP, Inc. (incorporated by reference to Exhibit 2.2 to the Company's Quarterly Report on Form 10-Q filed on August 11, 2014 (File No. 001-32641)).
3.1	Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K filed on February 26, 2010 (File No. 001-32641)).
3.2	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, dated July 30, 2014 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on August 5, 2014 (File No. 001-32641)).
3.3	Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on July 3, 2012 (File No. 001-32641)).
4.1	Form of Certificate for common stock (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-1 (Amendment No. 3) filed on November 7, 2005 (File No. 333-127372)).
4.2	Indenture, dated as of June 14, 2011, between the Company and American Stock Transfer & Trust Company, LLC, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on June 14, 2011 (File No. 001-32641)).
4.3	Supplemental Indenture, dated as of June 14, 2011, between the Company and American Stock Transfer & Trust Company, LLC, as Trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on June 14, 2011 (File No. 001-32641)).
4.4	Form of 2.75% Convertible Senior Note due 2018 (included as part of Exhibit 4.3).
10.1	Form of Outside Director Restricted Stock Unit Agreement under the Brookdale Senior Living Inc. 2014 Omnibus Incentive Plan.
10.2	Addendum to Offer Letter dated April 6, 2016 between the Company and Labeed S. Diab (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 12, 2016 (File No. 001-32641)).
10.3	Addendum to Offer Letter dated April 6, 2016 between the Company and Lucinda M. Baier (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on April 12, 2016 (File No. 001-32641)).
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.

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EX-10.1

Exhibit 10.1

RESTRICTED STOCK UNIT AGREEMENT

UNDER THE BROOKDALE SENIOR LIVING INC.

2014 OMNIBUS INCENTIVE PLAN

This Restricted Stock Unit Agreement (this "Agreement"), dated as of _______, _____ (the "Date of Grant"), is made by and between Brookdale Senior Living Inc., a Delaware corporation (the "Company"), and ________________ (the "Participant" or "you") pursuant to the terms of the Brookdale Senior Living Inc. 2014 Omnibus Incentive Plan (as amended and/or restated from time to time, the "Plan").

1.          Terms and Conditions.  The Plan is hereby incorporated by reference and made a part hereof.  This Agreement and the restricted stock units granted hereby are subject to all the terms and conditions of the Plan.  All capitalized terms not defined herein shall have the meaning ascribed to them in the Plan.  If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control unless this Agreement explicitly states that an exception to the Plan is being made.

2.          Grant of Restricted Stock Units.  The Company hereby grants to the Participant ________ restricted stock units, subject to all of the terms and conditions of this Agreement and the Plan.

3.          Vesting and Payout.  The restricted stock units shall be fully vested upon the Date of Grant.  The restricted stock units will be payable within thirty (30) days (with the date of payment elected by the Company in its sole discretion) following your termination of service as a director due to your (i) retirement or resignation from the Board, (ii) death or (iii) total and permanent disability, provided that such termination constitutes a "Separation from Service" under Section 1.409A-1(h) of the Treasury Regulations promulgated under Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), or, if later, upon the first date that payment may be made without violating the requirements of Section 409A of the Code, including, but not limited to, the circumstances described in Section 19 of this Agreement.

4.          Change in Control.  Notwithstanding any other provision of this Agreement, in the event a Change in Control of the Company occurs prior to the payment date provided for in Section 3, the restricted stock units will be payable within ten (10) days (with the date of payment determined by the Company in its sole discretion) of the closing date of the Change in Control.  Such payment shall be made in cash or stock of the continuing entity, as determined by the Company in its sole discretion.  For purposes of payments made pursuant to this Section 4, a "Change in Control" shall mean a "a change in the ownership of the Company," a "change in the effective control of the Company" or "a change in the ownership of a substantial portion of the assets of the Company" as such terms are defined in Section 1.409A-3(i)(5) of the Treasury Regulations promulgated under Section 409A of the Code, rather than the definition set forth in the Plan.

5.          Nontransferability.  The restricted stock units awarded pursuant to this Agreement cannot be sold, assigned, pledged, hypothecated, transferred, or otherwise encumbered prior to payment.

6.          Stockholder Rights; Dividend Units.  With respect to the awarded restricted stock units, you are not a stockholder and do not have any voting rights.  You will, however, receive notional dividend units on the awarded units equal to the amount of dividends paid on the Company's common stock.  Notional dividends paid on your restricted stock units will be accumulated in a bookkeeping account without interest until the payment of the underlying restricted stock units is made under paragraph 3.

7.          Settlement of Restricted Stock Units.  Except as provided in paragraph 4, vested restricted stock units will be paid to you in whole shares of the Company's common stock.  Partial shares, if any, and dividend units will be paid in cash.

8.          Adjustments.  Pursuant to Section 5 of the Plan, in the event of a change in capitalization as described therein, the Administrator shall make such equitable and proportionate changes or adjustments, as it deems necessary or appropriate, in its discretion, to the number and kind of securities or other property (including cash) issued or issuable in respect of outstanding restricted stock units.

9.          Payment of Taxes.  You acknowledge and agree that you are responsible for the tax consequences associated with the award and vesting of units.  It is the intention of the Company that this award not be subject to the additional tax set forth in Section 409A of the Code, and the regulations and guidance promulgated thereunder, and the award shall be interpreted so as to comply with the requirements of such Section.  Notwithstanding anything to the contrary herein, to the extent that any provision of this award would become subject to the additional tax of Section 409A of the Code, such provision shall be deemed null and void.  By accepting this award, you agree that in the event that amendment of this award is required in order to comply with Section 409A of the Code, you shall negotiate in good faith with the Company with respect to amending the award, provided that the Company shall not be required to assume any increased economic burden in connection with any such amendment.

10.          Failure to Enforce Not a Waiver.  The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.

11.          Governing Law.  This Agreement shall be governed by and construed according to the laws of the State of Delaware without regard to its principles of conflict of laws.

12.          Amendments; Construction.  The Administrator may amend the terms of this Agreement prospectively or retroactively at any time, but no such amendment shall impair the rights of the Participant hereunder without his or her consent.  Headings to

2

Sections of this Agreement are intended for convenience of reference only, are not part of this Agreement and shall have no effect on the interpretation hereof.

13.          Survival of Terms.  This Agreement shall apply to and bind the Participant and the Company and their respective permitted assignees and transferees, heirs, legatees, executors, administrators and legal successors.

14.          Agreement Not a Contract for Services.  Neither the Plan, the granting of the restricted stock units, this Agreement nor any other action taken pursuant to the Plan shall constitute or be evidence of any agreement or understanding, express or implied, that the Participant has a right to continue to provide services as an officer, director, employee, consultant or advisor of the Company or any Subsidiary or Affiliate for any period of time or at any specific rate of compensation.

15.          Authority of the Administrator.  The Administrator shall have full authority to interpret and construe the terms of the Plan and this Agreement.  The determination of the Administrator as to any such matter of interpretation or construction shall be final, binding and conclusive.

16.          Representations.  The Participant has reviewed with the Participant's own tax advisors the Federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement, including the application of Section 409A of the Code.  The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.  The Participant understands that he or she (and not the Company) shall be responsible for any tax liability that may arise as a result of the transactions contemplated by this Agreement, including tax liability imposed under Section 409A of the Code.

17.          Severability.  Should any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable, or enforceable only if modified, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding upon the parties hereto with any such modification (if any) to become a part hereof and treated as though contained in this original Agreement.  Moreover, if one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to scope, activity, subject or otherwise so as to be unenforceable, in lieu of severing such unenforceable provision, such provision or provisions shall be construed by the appropriate judicial body by limiting or reducing it or them, so as to be enforceable to the maximum extent compatible with the applicable law as it shall then appear, and such determination by such judicial body shall not affect the enforceability of such provision or provisions in any other jurisdiction.

18.          Acceptance.  The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement.  The Participant has read and understands the terms and provisions of the Plan and this Agreement, and accepts the restricted stock units subject to all the terms and conditions of the Plan and this Agreement.  The Participant hereby

3

agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under this Agreement.

19.          Section 409A.  Notwithstanding anything to the contrary in this Agreement or an accompanying election form executed by the Participant, if (i) on the date of the Participant's Separation from Service with the Company the Participant is a "specified employee" (as such term is defined under Section 1.409A-1(i) of the Treasury Regulations promulgated under Section 409A of the Code) of the Company and (ii) any payments to be provided to the Participant pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code, or any other taxes or penalties imposed under Section 409A of the Code if provided at the time otherwise required under this Agreement, then such payments shall be delayed until the date that is six months after the date of the Participant's Separation from Service from the Company, or if earlier, his or her death.  Any payments delayed pursuant to this paragraph shall be made in a lump sum on the first day of the seventh month following the Participant's Separation from Service, or if earlier, the Participant's death.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written.

BROOKDALE SENIOR LIVING INC.

By: __________________________________         

Name:

Title:

Participant

____________________________________

4

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, T. Andrew Smith, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Brookdale Senior Living Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  August 9, 2016	/s/ T. Andrew Smith
	T. Andrew Smith
	President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Lucinda M. Baier, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Brookdale Senior Living Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  August 9, 2016	/s/ Lucinda M. Baier
	Lucinda M. Baier
	Chief Financial Officer

EX-32

EXHIBIT 32

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL

OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Brookdale Senior Living Inc. (the "Company") for the period ended June 30, 2016, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), T. Andrew Smith, as President and Chief Executive Officer of the Company, and Lucinda M. Baier, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ T. Andrew Smith
Name:	T. Andrew Smith
Title:	President and Chief Executive Officer
Date:	August 9, 2016

/s/ Lucinda M. Baier
Name:	Lucinda M. Baier
Title:	Chief Financial Officer
Date:	August 9, 2016

XML

Document and Entity Information - USD ($) $ in Billions	6 Months Ended
	Jun. 30, 2016	Aug. 05, 2016	Jun. 30, 2015
Document and Entity Information [Abstract]
Entity Registrant Name	Brookdale Senior Living Inc.
Entity Central Index Key	0001332349
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$ 6.5
Entity Common Stock, Shares Outstanding		185,914,848
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q2
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2016

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2016	Dec. 31, 2015
Current assets
Cash and cash equivalents	$ 39,053	$ 88,029
Cash and escrow deposits - restricted	32,343	32,570
Accounts receivable, net	138,614	144,053
Assets held for sale	354,565	110,620
Prepaid expenses and other current assets, net	137,011	122,671
Total current assets	701,586	497,943
Property, plant and equipment and leasehold intangibles, net	7,691,478	8,031,376
Cash and escrow deposits - restricted	33,254	33,382
Investment in unconsolidated ventures	372,961	371,639
Goodwill	697,128	725,696
Other intangible assets, net	115,134	129,186
Other assets, net	260,791	259,342
Total assets	9,872,332	10,048,564
Current liabilities
Current portion of long-term debt	265,854	173,454
Current portion of capital and financing lease obligations	66,697	62,150
Trade accounts payable	78,153	128,006
Accrued expenses	384,444	372,874
Refundable entrance fees and deferred revenue	98,525	99,277
Tenant security deposits	4,425	4,387
Total current liabilities	898,098	840,148
Long-term debt, less current portion	3,442,801	3,459,371
Capital and financing lease obligations, less current portion	2,425,850	2,427,438
Line of credit	186,500	310,000
Deferred liabilities	260,668	266,537
Deferred tax liability	69,382	69,051
Other liabilities	195,582	217,292
Total liabilities	7,478,881	7,589,837
Preferred stock, $0.01 par value, 50,000,000 shares authorized at June 30, 2016 and December 31, 2015; no shares issued and outstanding	0	0
Common stock, $0.01 par value, 400,000,000 shares authorized at June 30, 2016 and December 31, 2015; 193,271,741 and 190,767,191 shares issued and 190,843,340 and 188,338,790 shares outstanding (including 4,942,624 and 3,453,991 unvested restricted shares), respectively	1,908	1,883
Additional paid-in-capital	4,088,290	4,069,283
Treasury stock, at cost; 2,428,401 shares at June 30, 2016 and December 31, 2015	(46,800)	(46,800)
Accumulated deficit	(1,649,703)	(1,565,478)
Total Brookdale Senior Living Inc. stockholders' equity	2,393,695	2,458,888
Noncontrolling Interest	(244)	(161)
Total Equity	2,393,451	2,458,727
Total liabilities and equity	$ 9,872,332	$ 10,048,564

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2016	Dec. 31, 2015
Equity, Number of Shares, Par Value and Other Disclosures [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	50,000,000	50,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	400,000,000	400,000,000
Common stock, shares issued (in shares)	193,271,741	190,767,191
Common stock, shares outstanding (in shares)	190,843,340	188,338,790
Treasury stock, shares (in shares)	2,428,401	2,428,401
Unvested Restricted Stock [Member]
Equity, Number of Shares, Par Value and Other Disclosures [Abstract]
Common stock, shares outstanding (in shares)	4,942,624	3,453,991

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Revenue
Resident fees	$ 1,054,568	$ 1,043,978	$ 2,115,716	$ 2,096,210
Management fees	18,186	14,839	34,966	29,936
Reimbursed costs incurred on behalf of managed communities	186,076	179,367	371,304	359,919
Total revenue	1,258,830	1,238,184	2,521,986	2,486,065
Expense
Facility operating expense (excluding depreciation and amortization of $118,808, $214,116, $232,911 and $422,939, respectively)	693,103	694,991	1,409,005	1,391,880
General and administrative expense (including non-cash stock-based compensation expense of $8,994, $6,851, $18,763 and $15,724, respectively)	90,695	89,545	183,316	179,075
Transaction costs	441	421	1,291	7,163
Facility lease expense	92,682	91,338	189,371	185,809
Depreciation and amortization	133,394	225,645	260,531	446,072
Asset impairment	4,152	0	7,527	0
Loss on facility lease termination	0	0	0	76,143
Costs incurred on behalf of managed communities	186,076	179,367	371,304	359,919
Total operating expense	1,200,543	1,281,307	2,422,345	2,646,061
Income (loss) from operations	58,287	(43,123)	99,641	(159,996)
Interest income	728	382	1,430	809
Interest expense:
Debt	(43,731)	(43,684)	(87,721)	(86,032)
Capital and financing lease obligations	(50,581)	(53,043)	(101,160)	(106,246)
Amortization of deferred financing costs and debt premium (discount)	(2,288)	162	(4,598)	(219)
Change in fair value of derivatives	(4)	(76)	(28)	(626)
Debt modification and extinguishment costs	(186)	0	(1,296)	(44)
Equity in earnings (loss) of unconsolidated ventures	338	(672)	1,356	812
Other non-operating income	2,069	2,654	9,856	5,145
Income (loss) before income taxes	(35,368)	(137,400)	(82,520)	(346,397)
(Provision) benefit for income taxes	(123)	52,593	(1,788)	130,881
Net income (loss)	(35,491)	(84,807)	(84,308)	(215,516)
Net (income) loss attributable to noncontrolling interest	41	260	83	518
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders	$ (35,450)	$ (84,547)	$ (84,225)	$ (214,998)
Basic and diluted net income (loss) per share attributable to Brookdale Senior Living Inc. common stockholders	$ (0.19)	$ (0.46)	$ (0.45)	$ (1.17)
Weighted average shares used in computing basic and diluted net income (loss) per share	185,825	184,266	185,489	183,974

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) [Abstract]
Depreciation and amortization	$ 118,808	$ 214,116	$ 232,911	$ 422,939
Non-cash stock-based compensation expense	$ 8,994	$ 6,851	$ 18,763	$ 15,724

XML

CONDENSED CONSOLIDATED STATEMENT OF EQUITY (Unaudited) - 6 months ended Jun. 30, 2016 - USD ($) $ in Thousands	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Treasury Stock [Member]	Accumulated Deficit [Member]	Stockholders' Equity [Member]	Noncontrolling Interest [Member]
Balances at beginning of period at Dec. 31, 2015	$ 2,458,727	$ 1,883	$ 4,069,283	$ (46,800)	$ (1,565,478)	$ 2,458,888	$ (161)
Balances at beginning of period - shares (in share) at Dec. 31, 2015	188,338,790	188,339,000
Compensation expense related to restricted stock grants	$ 18,763	$ 0	18,763	0	0	18,763	0
Net income (loss)	(84,308)	0	0	0	(84,225)	(84,225)	(83)
Issuance of common stock under Associate Stock Purchase Plan	1,175	$ 1	1,174	0	0	1,175	0
Issuance of common stock under Associate Stock Purchase Plan - shares (in shares)		84,000
Restricted stock, net	0	$ 25	(25)	0	0	0	0
Restricted stock, net - shares (in shares)		2,488,000
Other	(906)	$ (1)	(905)	0	0	(906)	0
Stock Issued During Period, Shares, Other		(68,000)
Balances at end of period at Jun. 30, 2016	$ 2,393,451	$ 1,908	$ 4,088,290	$ (46,800)	$ (1,649,703)	$ 2,393,695	$ (244)
Balances at end of period - shares (in shares) at Jun. 30, 2016	190,843,340	190,843,000

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Cash Flows from Operating Activities
Net income (loss)	$ (84,308)	$ (215,516)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Loss on extinguishment of debt, net	139	44
Depreciation and amortization, net	265,129	446,291
Asset impairment	7,527	0
Equity in earnings of unconsolidated ventures	(1,356)	(812)
Distributions from unconsolidated ventures from cumulative share of net earnings	0	1,450
Amortization of deferred gain	(2,186)	(2,186)
Amortization of entrance fee revenue	(1,939)	(1,697)
Proceeds from deferred entrance fee revenue	7,458	5,313
Deferred income tax provision (benefit)	332	(132,462)
Change in deferred lease liability	3,412	4,720
Change in fair value of derivatives	28	626
Gain on sale of assets	(2,551)	0
Non-cash stock-based compensation	18,763	15,724
Non-cash interest expense on financing lease obligations	13,014	11,516
Amortization of (above) below market lease, net	(3,466)	(3,799)
Other	(3,597)	(1,416)
Changes in operating assets and liabilities:
Accounts receivable, net	5,439	(12,241)
Prepaid expenses and other assets, net	(16,845)	37,493
Accounts payable and accrued expenses	(23,133)	(49,536)
Tenant refundable fees and security deposits	38	(517)
Deferred revenue	(4,059)	7,829
Net cash provided by operating activities	177,839	110,824
Cash Flows from Investing Activities
(Increase) decrease in lease security deposits and lease acquisition deposits, net	(1,538)	15,723
Decrease in cash and escrow deposits - restricted	355	10,206
Additions to property, plant and equipment and leasehold intangibles, net	(190,060)	(178,348)
Acquisition of assets, net of related payables	(12,157)	(192,701)
Investment in unconsolidated ventures	(3,733)	(38,609)
Distributions received from unconsolidated ventures	3,602	0
Proceeds from sale of assets, net	45,584	4,993
Other	1,211	2,239
Net cash used in investing activities	(156,736)	(376,497)
Cash Flows from Financing Activities
Proceeds from debt	192,128	165,193
Repayment of debt and capital and financing lease obligations	(128,427)	(84,037)
Proceeds from line of credit	894,500	685,000
Repayment of line of credit	(1,018,000)	(515,000)
Payment of financing costs, net of related payables	(641)	(3,466)
Refundable entrance fees:
Proceeds from refundable entrance fees	1,146	586
Refunds of entrance fees	(1,745)	(1,817)
Cash portion of loss on extinguishment of debt	0	(44)
Payment on lease termination	(9,250)	(7,750)
Other	210	1,421
Net cash (used in) provided by financing activities	(70,079)	240,086
Net decrease in cash and cash equivalents	(48,976)	(25,587)
Cash and cash equivalents at beginning of period	88,029	104,083
Cash and cash equivalents at end of period	$ 39,053	$ 78,496

XML

Description of Business

6 Months Ended

Jun. 30, 2016

Description of Business [Abstract]

Description of Business

1.  Description of Business

Brookdale Senior Living Inc. ("Brookdale" or the "Company") is the leading operator of senior living communities throughout the United States.  The Company is committed to providing senior living solutions primarily within properties that are designed, purpose-built and operated to provide the highest quality service, care and living accommodations for residents.  The Company operates independent living, assisted living and dementia-care communities and continuing care retirement centers ("CCRCs").  Through its ancillary services programs, the Company also offers a range of outpatient therapy, home health, personalized living and hospice services.

XML

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2016

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2.  Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for quarterly reports on Form 10-Q. In the opinion of management, these financial statements include all adjustments necessary to present fairly the financial position, results of operations and cash flows of the Company as of June 30, 2016, and for all periods presented. The condensed consolidated financial statements are prepared on the accrual basis of accounting. All adjustments made have been of a normal and recurring nature. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The Company believes that the disclosures included are adequate and provide a fair presentation of interim period results. Interim financial statements are not necessarily indicative of the financial position or operating results for an entire year. It is suggested that these interim financial statements be read in conjunction with the audited financial statements and the notes thereto, together with management's discussion and analysis of financial condition and results of operations, included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015 filed with the SEC on February 12, 2016.

The results of communities and companies acquired are included in the condensed consolidated financial statements from the effective date of the respective acquisition. 

Principles of Consolidation

The condensed consolidated financial statements include the accounts of Brookdale and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated. Investments in affiliated companies that the Company does not control, but has the ability to exercise significant influence over governance and operation, are accounted for by the equity method. The ownership interest of consolidated entities not wholly owned by the Company are presented as noncontrolling interests in the accompanying condensed consolidated financial statements. Noncontrolling interest represents the share of consolidated entities owned by third parties. Noncontrolling interest is adjusted for the noncontrolling holder's share of additional contributions, distributions and the proportionate share of the net income or loss of each respective entity.

The Company continually evaluates its potential variable interest entity ("VIE") relationships under certain criteria as provided for in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 810, Consolidation ("ASC 810").  ASC 810 broadly defines a VIE as an entity in which either (i) the equity investors as a group, if any, lack the power through voting or similar rights to direct the activities of such entity that most significantly impact such entity's economic performance or (ii) the equity investment at risk is insufficient to finance that entity's activities without additional subordinated financial support. The Company identifies the primary beneficiary of a VIE as the enterprise that has both of the following characteristics: (i) the power to direct the activities of the VIE that most significantly impact the entity's economic performance; and (ii) the obligation to absorb losses or receive benefits of the VIE that could potentially be significant to the entity. The Company performs this analysis on an ongoing basis and consolidates any VIEs for which the Company is determined to be the primary beneficiary. Refer to Note 13 for more information about the Company's VIE relationships.

Revenue Recognition

Resident Fees

Resident fee revenue is recorded when services are rendered and consists of fees for basic housing, support services and fees associated with additional services such as personalized health and assisted living care. Residency agreements are generally for a term of 30 days to one year, with resident fees billed monthly in advance. Revenue from certain skilled nursing services and ancillary charges is recognized as services are provided, and such fees are billed monthly in arrears.

Certain of the Company's communities have residency agreements which require the resident to pay an upfront entrance fee prior to moving into the community. 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 generally refundable within a certain number of months or days following contract termination or upon the resale of the unit. The refundable portion of the fee is not amortized and is included in refundable entrance fees. All refundable amounts due to residents at any time in the future are classified as current liabilities.

Management Fees

Management fee revenue is recorded as services are provided to the owners of the communities. Revenues are determined by an agreed upon percentage of gross revenues (as defined).

Reimbursed Costs Incurred on Behalf of Managed Communities

The Company manages certain communities under contracts which provide for payment to the Company of a monthly management fee plus reimbursement of certain operating expenses. Where the Company is the primary obligor with respect to any such operating expenses, the Company recognizes revenue when the goods have been delivered or the service has been rendered and the Company is due reimbursement. Such revenue is included in "reimbursed costs incurred on behalf of managed communities" on the condensed consolidated statements of operations. The related costs are included in "costs incurred on behalf of managed communities" on the condensed consolidated statements of operations.

Income Taxes

Income taxes are accounted for under the asset and liability approach which requires recognition of deferred tax assets and liabilities for the differences between the financial reporting and tax bases of assets and liabilities. A valuation allowance reduces deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The Company has elected the "with-and-without approach" regarding ordering of windfall tax benefits to determine whether the windfall tax benefit did reduce taxes payable in the current year. Under this approach, the windfall tax benefits would be recognized in additional paid-in capital only if an incremental tax benefit is realized after considering all other tax benefits presently available.

Fair Value of Financial Instruments

ASC 820, Fair Value Measurements and Disclosures establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows:

Level 1 – Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 – Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Cash and cash equivalents and cash and escrow deposits – restricted are reflected in the accompanying condensed consolidated balance sheets at amounts considered by management to reasonably approximate fair value due to the short maturity.

The Company estimates the fair value of its debt using a discounted cash flow analysis based upon the Company's current borrowing rate for debt with similar maturities and collateral securing the indebtedness. The Company had outstanding debt (including the Company's secured credit facility but excluding capital and financing lease obligations) with a carrying value of approximately $3.9 billion as of both June 30, 2016 and December 31, 2015. Fair value of the debt approximates carrying value in all periods. The Company's fair value of debt disclosure is classified within Level 2 of the valuation hierarchy.

Self-Insurance Liability Accruals

The Company is subject to various legal proceedings and claims that arise in the ordinary course of its business. Although the Company maintains general liability and professional liability insurance policies for its owned, leased and managed communities under a master insurance program, the Company's current policies provide for deductibles for each and every claim. As a result, the Company is, in effect, self-insured for claims that are less than the deductible amounts. In addition, the Company maintains a high deductible workers compensation program and a self-insured employee medical program.

The Company reviews the adequacy of its accruals related to these liabilities on an ongoing basis, using historical claims, actuarial valuations, third-party administrator estimates, consultants, advice from legal counsel and industry data, and adjusts accruals periodically. Estimated costs related to these self-insurance programs are accrued based on known claims and projected claims incurred but not yet reported. Subsequent changes in actual experience are monitored, and estimates are updated as information becomes available.

During the three months ended June 30, 2016, the Company reduced its estimate for the amount of expected losses for general liability and professional liability and workers compensation claims, based on recent historical claims experience. As a result, the Company decreased the accrued reserves for general liability and professional liability and workers compensation claims by $10.8 million and $2.9 million, respectively. The reduction in these accrued reserves decreased facility operating expense by $13.7 million for the three and six months ended June 30, 2016.

Community Leases

The Company, as lessee, makes a determination with respect to each of its community leases as to whether each should be accounted for as an operating lease or capital lease. The classification criteria is based on estimates regarding the fair value of the leased community, minimum lease payments, effective cost of funds, the economic life of the community and certain other terms in the lease agreements. In a business combination, the Company assumes the lease classification previously determined by the prior lessee absent a modification, as determined by ASC 840, Leases ("ASC 840"), in the assumed lease agreement. Payments made under operating leases are accounted for in the Company's consolidated statements of operations as lease expense for actual rent paid plus or minus a straight-line adjustment for estimated minimum lease escalators and amortization of deferred gains in situations where sale-leaseback transactions have occurred.

For communities under capital lease and lease financing obligation arrangements, a liability is established on the Company's consolidated balance sheets representing the present value of the future minimum lease payments and a residual value for financing leases and a corresponding long-term asset is recorded in property, plant and equipment and leasehold intangibles in the consolidated balance sheets. For capital lease assets, the asset is depreciated over the remaining lease term unless there is a bargain purchase option in which case the asset is depreciated over the useful life. For financing lease assets, the asset is depreciated over the useful life of the asset. Leasehold improvements purchased during the term of the lease are amortized over the shorter of their economic life or the lease term.

All of the Company's leases contain fixed or formula-based rent escalators. To the extent that the escalator increases are tied to a fixed index or rate, lease payments are accounted for on a straight-line basis over the life of the lease. In addition, all rent-free or rent holiday periods are recognized in lease expense on a straight-line basis over the lease term, including the rent holiday period.

Sale-leaseback accounting is applied to transactions in which an owned community is sold and leased back from the buyer if certain continuing involvement criteria are met. Under sale-leaseback accounting, the Company removes the community and related liabilities from the consolidated balance sheets. Gain on the sale is deferred and recognized as a reduction of facility lease expense for operating leases and a reduction of interest expense for capital leases.

For leases in which the Company is involved with the construction of the building, the Company accounts for the lease during the construction period under the provisions of ASC 840.  If the Company concludes that it has substantively all of the risks of ownership during construction of a leased property and therefore is deemed the owner of the project for accounting purposes, it records an asset and related financing obligation for the amount of total project costs related to construction in progress.  Once construction is complete, the Company considers the requirements under ASC 840-40.  If the arrangement qualifies for sale-leaseback accounting, the Company removes the assets and related liabilities from the consolidated balance sheets. If the arrangement does not qualify for sale-leaseback accounting, the Company continues to amortize the financing obligation and depreciate the assets over the lease term.

New Accounting Pronouncements

In June 2016, the FASB issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). ASU 2016-13 replaces the current incurred loss impairment methodology for credit losses with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted for fiscal years beginning after December 15, 2018. The Company is currently evaluating the impact the adoption of ASU 2016-13 will have on its condensed consolidated financial statements and disclosures.

In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation: Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"). ASU 2016-09 is intended to simplify the accounting for share-based payment transactions, including the accounting for income taxes and forfeitures, as well as the classification of awards and classification on the statement of cash flows. ASU 2016-09 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The Company is currently evaluating the impact the adoption of ASU 2016-09 will have on its condensed consolidated financial statements and disclosures.

In February 2016, the FASB issued ASU 2016-02, Leases ("ASU 2016-02"). ASU 2016-02 requires a lessee to recognize a right-of-use asset and a lease liability for virtually all leases. ASU 2016-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, and early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU 2016-02 will have on its condensed consolidated financial statements and disclosures.

In February 2015, the FASB issued ASU 2015-02, Consolidation: Amendments to the Consolidation Analysis ("ASU 2015-02"). ASU 2015-02 changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. ASU 2015-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The Company adopted ASU 2015-02 on January 1, 2016, and it did not have a material impact on the Company's condensed consolidated financial statements and disclosures.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"). ASU 2014-09 affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets. Under ASU 2014-09, an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. The new standard will be effective for the Company beginning on January 1, 2018 and early adoption will be permitted beginning on January 1, 2017. The Company is currently evaluating the impact the adoption of ASU 2014-09 will have on its condensed consolidated financial statements and disclosures.

Reclassifications

For the three months ended March 31, 2015, $5.3 million was reclassified between general and administrative expense and facility operating expense in the condensed consolidated statements of operations to conform to the current financial statement presentation, with no effect on the Company's consolidated financial position or results of operations. Certain other prior period amounts have been reclassified to conform to the current financial statement presentation, with no effect on the Company's consolidated financial position or results of operations.

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Earnings Per Share

6 Months Ended

Jun. 30, 2016

Earnings Per Share [Abstract]

Earnings Per Share

3.  Earnings Per Share

Basic earnings per share ("EPS") is calculated by dividing net income by the weighted average number of shares of common stock outstanding.  Diluted EPS includes the components of basic EPS and also gives effect to dilutive common stock equivalents.  For purposes of calculating basic and diluted earnings per share, vested restricted stock awards are considered outstanding. Under the treasury stock method, diluted EPS reflects the potential dilution that could occur if securities or other instruments that are convertible into common stock were exercised or could result in the issuance of common stock.  Potentially dilutive common stock equivalents include unvested restricted stock, restricted stock units and convertible debt instruments and warrants.

During the three and six months ended June 30, 2016 and 2015, the Company reported a consolidated net loss.  As a result of the net loss, unvested restricted stock, restricted stock units and convertible debt instruments and warrants were antidilutive for each period and were not included in the computation of diluted weighted average shares.  The weighted average restricted stock and restricted stock units excluded from the calculations of diluted net loss per share were 4.5 million and 3.8 million for the three months ended June 30, 2016 and 2015, respectively, and 4.2 million and 3.9 million for the six months ended June 30, 2016 and 2015, respectively.

The calculation of diluted weighted average shares excludes the impact of conversion of the outstanding principal amount of $316.3 million of the Company's 2.75% convertible senior notes due 2018. As of June 30, 2016 and 2015, the maximum number of shares issuable upon conversion of the notes is approximately 13.8 million (after giving effect to additional make-whole shares issuable upon conversion in connection with the occurrence of certain events); however it is the Company's current intent and policy to settle the principal amount of the notes in cash upon conversion. The maximum number of shares issuable upon conversion of the notes in excess of the amount of principal that would be settled in cash is approximately 3.0 million. In addition, the calculation of diluted weighted average shares excludes the impact of the exercise of warrants to acquire the Company's common stock. As of June 30, 2016 and 2015, the number of shares issuable upon exercise of the warrants was approximately 10.8 million.

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Acquisitions and Dispositions

6 Months Ended

Jun. 30, 2016

Acquisitions [Abstract]

Acquisitions and Dispositions

4.  Acquisitions and Dispositions

2016 Community Dispositions

The Company designates communities as held for sale when it is probable that the properties will be sold. The Company records these assets on the condensed consolidated balance sheet at the lesser of the carrying value and fair value less estimated selling costs.  If the carrying value is greater than the fair value less the estimated selling costs, the Company records an impairment charge. The Company allocates a portion of the goodwill of a reporting unit to the disposal if the disposal constitutes a business. The Company determines the fair value of the communities based primarily on purchase and sale agreements from prospective purchasers (Level 2 input). The Company evaluates the fair value of the assets held for sale each period to determine if it has changed. The long-lived assets are not depreciated while classified as held for sale.

As of December 31, 2015, the Company identified 17 communities as held for sale. Impairment charges related to communities identified as held for sale as of December 31, 2015 totaled $15.2 million and were recognized as impairment expense in the fourth quarter of 2015 within the Company's condensed consolidated statements of operations. During the three months ended March 31, 2016, the Company recognized $2.6 million of impairment charges related to these communities previously identified as held for sale, primarily due to changes in the estimated fair value of the assets held for sale.

During the three months ended March 31, 2016, the Company sold seven of the communities previously classified as held for sale for an aggregate selling price of $46.7 million. The Company recorded a $2.7 million net gain on the sale of these communities within the Company's condensed consolidated statement of operations. The results of operations of these communities are reported in the Assisted Living and CCRCs – Rental segments through the disposition dates.

As of June 30, 2016, the Company identified 50 additional owned communities as held for sale. During the three months ended June 30, 2016, the Company entered into an agreement to sell 44 communities for an aggregate sales price of $252.5 million. In addition, the Company entered into agreements to sell six communities for an aggregate sales price of $42.4 million. The results of operations of the 50 communities are reported in the Assisted Living (46 communities), Retirement Center (one community) and CCRCs – Rental (three communities) segments within the condensed consolidated financial statements. Impairment charges related to communities identified as held for sale during the three months ended June 30, 2016 totaled $2.4 million and were recognized as impairment expense in the second quarter of 2016 within the Company's condensed consolidated statements of operations.

As of June 30, 2016, $354.6 million was recorded as assets held for sale and $154.7 million of mortgage debt was included in the current portion of long-term debt within the Company's condensed consolidated balance sheet related to the 60 communities classified as held for sale. This debt will either be repaid with the proceeds from the sales or be assumed by the prospective purchasers. The sale of these communities is expected to occur in the next 12 months, although there can be no assurance that the transactions will close or if they do, when the actual closing will occur.

2015 Community Acquisitions

In February 2015, the Company acquired the underlying real estate associated with 15 communities that were previously leased for an aggregate purchase price of $268.6 million. The results of operations of these communities are reported in the Retirement Centers, Assisted Living, and CCRCs – Rental segments within the condensed consolidated financial statements. The fair value of the communities acquired was determined to approximate $187.2 million. The fair values of the property, plant and equipment of the acquired communities were determined utilizing a direct capitalization method considering stabilized facility operating income and market capitalization rates. These fair value measurements were based on current market conditions as of the acquisition date and are considered Level 3 measurements within the fair value hierarchy. The range of capitalization rates utilized was 6.25% to 8.75%, depending upon the property type, geographical location, and the quality of the respective community. The Company recorded the difference between the amount paid and the estimated fair value of the communities acquired ($76.1 million) as a loss on facility lease termination on the condensed consolidated statement of operations for the six months ended June 30, 2015, which includes the reversal of $5.3 million of deferred lease liabilities associated with the termination of the operating lease agreements. The payment for the termination of the lease agreements has been included within net cash provided by operating activities within the condensed consolidated statement of cash flows for the six months ended June 30, 2015.

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Stock-Based Compensation

6 Months Ended

Jun. 30, 2016

Stock-Based Compensation [Abstract]

Stock-Based Compensation

5.  Stock-Based Compensation

The Company's compensation expense recorded in connection with grants of restricted stock reflects an initial estimated cumulative forfeiture rate from 0% to 20% over the requisite service period of the awards. That estimate is revised if subsequent information indicates that the actual number of awards expected to vest is likely to differ from previous estimates.

Current year grants of restricted stock under the Company's 2014 Omnibus Incentive Plan were as follows (amounts in thousands except for value per share):

	Shares Granted		Value Per Share		Total Value
Three months ended March 31, 2016		2,855	$	14.49 – 18.46	$	41,371
Three months ended June 30, 2016		115	$	15.68 – 18.03	$	2,058

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Goodwill and Other Intangible Assets, Net

6 Months Ended

Jun. 30, 2016

Goodwill and Other Intangible Assets, Net [Abstract]

Goodwill and Other Intangible Assets, Net

6.  Goodwill and Other Intangible Assets, Net

The following is a summary of the carrying amount of goodwill as of June 30, 2016 and as of December 31, 2015 presented on an operating segment basis (dollars in thousands):

	June 30, 2016							December 31, 2015
	Gross Carrying Amount		Dispositions and Other Reductions			Net		Gross Carrying Amount		Dispositions and Other Reductions			Net
Retirement Centers	$	28,141	$	(820	)	$	27,321	$	28,141	$	(721	)	$	27,420
Assisted Living		591,814		(48,817	)		542,997		591,814		(20,348	)		571,466
Brookdale Ancillary Services		126,810		—			126,810		126,810		—			126,810
Total	$	746,765	$	(49,637	)	$	697,128	$	746,765	$	(21,069	)	$	725,696

Goodwill is tested for impairment annually with a test date of October 1 or sooner if indicators of impairment are present.  The Company determined no impairment was necessary for the six months ended June 30, 2016. Factors the Company considers important in its analysis, which could trigger an impairment of such assets, include significant underperformance relative to historical or projected future operating results, significant negative industry or economic trends, a significant decline in the Company's stock price for a sustained period and a decline in its market capitalization below net book value. A change in anticipated operating results or the other metrics indicated above could necessitate further analysis of potential impairment at an interval prior to the Company's annual measurement date.

Approximately $28.5 million and $0.1 million of goodwill in the Assisted Living and Retirement Centers segments, respectively, was allocated to communities identified as held for sale during the second quarter of 2016. Refer to Note 4 for more information about the Company's assets held for sale.

The following is a summary of other intangible assets at June 30, 2016 and December 31, 2015 (dollars in thousands):

	June 30, 2016							December 31, 2015
	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
Community purchase options	$	32,970	$	—		$	32,970	$	40,270	$	—		$	40,270
Health care licenses		66,612		—			66,612		66,612		—			66,612
Trade names		27,800		(19,224	)		8,576		27,800		(14,209	)		13,591
Other		13,531		(6,555	)		6,976		13,531		(4,818	)		8,713
Total	$	140,913	$	(25,779	)	$	115,134	$	148,213	$	(19,027	)	$	129,186

Amortization expense related to definite-lived intangible assets for the three months ended June 30, 2016 and 2015 was $3.9 million and $3.0 million, respectively, and for the six months ended June 30, 2016 and 2015 was $6.8 million and $6.1 million, respectively. Health care licenses were determined to be indefinite-lived intangible assets and are not subject to amortization. The community purchase options are not currently amortized, but will be added to the cost basis of the related communities if the option is exercised, and will then be depreciated over the estimated useful life of the community.

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Property, Plant and Equipment and Leasehold Intangibles, Net

6 Months Ended

Jun. 30, 2016

Property, Plant and Equipment and Leasehold Intangibles, Net [Abstract]

Property, Plant and Equipment and Leasehold Intangibles, Net

7.  Property, Plant and Equipment and Leasehold Intangibles, Net

Property, plant and equipment and leasehold intangibles, net, which include assets under capital and financing leases, consisted of the following (dollars in thousands):

	June 30, 2016			December 31, 2015
Land	$	454,263		$	486,567
Buildings and improvements		5,120,742			5,260,826
Leasehold improvements		116,810			100,430
Furniture and equipment		937,658			895,447
Resident and leasehold operating intangibles		765,859			783,434
Construction in progress		83,552			138,054
Assets under capital and financing leases		2,933,330			2,909,653
		10,412,214			10,574,411
Accumulated depreciation and amortization		(2,720,736	)		(2,543,035	)
Property, plant and equipment and leasehold intangibles, net	$	7,691,478		$	8,031,376

Long-lived assets with definite useful lives are depreciated or amortized on a straight-line basis over their estimated useful lives (or, in certain cases, the shorter of their estimated useful lives or the lease term) and are tested for impairment whenever indicators of impairment arise. During the three and six months ended June 30, 2016, the Company recorded $2.4 million and $5.0 million, respectively, of impairment charges related to communities identified as held for sale, inclusive of the allocation of goodwill to the disposal. These impairment charges are primarily due to the excess of carrying value, including allocated goodwill, over the estimated selling price less costs to dispose. Refer to Note 4 for more information about the Company's community dispositions and assets held for sale. The Company recorded $1.8 million and $2.5 million of non-cash impairment charges for property, plant and equipment and leasehold intangibles for communities to be held and used for property damage sustained at the communities during the three and six months ended June 30, 2016, respectively.

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Debt

6 Months Ended

Jun. 30, 2016

Debt [Abstract]

Debt

8.  Debt

Long-term Debt and Capital and Financing Lease Obligations

Long-term debt and capital and financing lease obligations consist of the following (dollars in thousands):

	June 30, 2016		December 31, 2015
Mortgage notes payable due 2017 through 2047; weighted average interest rate of 4.58% for the six months ended June 30, 2016, including net debt premium and deferred financing costs of $0.3 million and $3.3 million at June 30, 2016 and December 31, 2015, respectively (weighted average interest rate of 4.51% in 2015)	$	3,307,932	$	3,246,513
Capital and financing lease obligations payable through 2031; weighted average interest rate of 8.07% for the six months ended June 30, 2016 (weighted average interest rate of 8.11% in 2015)		2,492,546		2,489,588
Convertible notes payable in aggregate principal amount of $316.3 million, less debt discount and deferred financing costs of $27.7 million and $34.3 million at June 30, 2016 and December 31, 2015, respectively, interest at 2.75% per annum, due June 2018		288,534		281,902
Construction financing due 2019 through 2032; weighted average interest rate of 7.76% for the six months ended June 30, 2016 (weighted average interest rate of 4.84% in 2015)		21,809		24,105
Notes payable issued to finance insurance premiums, weighted average interest rate of 2.94% for the six months ended June 30, 2016, due 2016		11,089		—
Other notes payable, weighted average interest rate of 5.26% for the six months ended June 30, 2016 (weighted average interest rate of 5.16% in 2015) and maturity dates ranging from 2016 to 2020		79,292		80,305
Total debt and capital and financing lease obligations		6,201,202		6,122,413
Less current portion		332,551		235,604
Total long-term debt and capital and financing lease obligations	$	5,868,651	$	5,886,809

Credit Facilities

On December 19, 2014, the Company entered into a Fourth Amended and Restated Credit Agreement with General Electric Capital Corporation, as administrative agent, lender and swingline lender, and the other lenders from time to time parties thereto. The agreement provides for a total commitment amount of $500.0 million, comprised of a $100.0 million term loan drawn at closing and a $400.0 million revolving credit facility (with a $50.0 million sublimit for letters of credit and a $50.0 million swingline feature to permit same day borrowing) and an option to increase the revolving credit facility by an additional $250.0 million, subject to obtaining commitments for the amount of such increase from acceptable lenders. The maturity date is January 3, 2020, and amounts drawn under the facility bear interest at 90-day LIBOR plus an applicable margin from a range of 2.50% to 3.50%. The applicable margin varies based on the percentage of the total commitment drawn, with a 2.50% margin at utilization equal to or lower than 35%, a 3.25% margin at utilization greater than 35% but less than or equal to 50%, and a 3.50% margin at utilization greater than 50%. The quarterly commitment fee on the unused portion of the facility is 0.25% per annum when the outstanding amount of obligations (including revolving credit, swingline and term loans and letter of credit obligations) is greater than or equal to 50% of the total commitment amount or 0.35% per annum when such outstanding amount is less than 50% of the total commitment amount.

Amounts drawn on the facility may be used to finance acquisitions, fund working capital and capital expenditures and for other general corporate purposes.

The facility is secured by a first priority mortgage on certain of the Company's communities. In addition, the agreement permits the Company to pledge the equity interests in subsidiaries that own other communities (rather than mortgaging such communities), provided that loan availability from pledged assets cannot exceed 10% of loan availability from mortgaged assets. The availability under the line will vary from time to time as it is based on borrowing base calculations related to the appraised value and performance of the communities securing the facility.

The agreement contains typical affirmative and negative covenants, including financial covenants with respect to minimum consolidated fixed charge coverage and minimum consolidated tangible net worth. A violation of any of these covenants could result in a default under the credit agreement, which would result in termination of all commitments under the agreement and all amounts owing under the agreement and certain other loan agreements becoming immediately due and payable and/or trigger cross default provisions in our other outstanding debt and lease agreements.

As of June 30, 2016, the outstanding balance under this credit facility was $186.5 million. Additionally, there were $22.0 million of letters of credit outstanding under this credit facility. In addition to the sublimit for letters of credit on this credit facility, the Company also had separate secured and unsecured letter of credit facilities of up to $64.5 million in the aggregate as of June 30, 2016. Letters of credit totaling $64.4 million had been issued under these separate facilities as of that date.

2016 Financings

In March 2016, the Company obtained a $100.0 million supplemental loan, secured by first mortgages on ten communities. The loan bears interest at a fixed rate of 4.20% and matures on January 1, 2023. Proceeds from the loan were utilized to pay down the outstanding balance of the credit facility.

As of June 30, 2016, the Company is in compliance with the financial covenants of its outstanding debt and lease agreements.

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Litigation

6 Months Ended

Jun. 30, 2016

Litigation [Abstract]

Litigation

9.  Litigation

The Company has been and is currently involved in litigation and claims incidental to the conduct of its business which are comparable to other companies in the senior living industry. Certain claims and lawsuits allege large damage amounts and may require significant costs to defend and resolve. Similarly, the senior living industry is continuously subject to scrutiny by governmental regulators, which could result in litigation related to regulatory compliance matters. As a result, the Company maintains general liability and professional liability insurance policies in amounts and with coverage and deductibles the Company believes are adequate, based on the nature and risks of its business, historical experience and industry standards. The Company's current policies provide for deductibles for each claim. Accordingly, the Company is, in effect, self-insured for claims that are less than the deductible amounts.

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Supplemental Disclosure of Cash Flow Information

6 Months Ended

Jun. 30, 2016

Supplemental Disclosure of Cash Flow Information [Abstract]

Supplemental Disclosure of Cash Flow Information

10.  Supplemental Disclosure of Cash Flow Information

(dollars in thousands):	Six Months Ended June 30,
	2016			2015
Supplemental Disclosure of Cash Flow Information:
Interest paid	$	175,386		$	179,238
Income taxes paid	$	1,997		$	2,386
Additions to property, plant and equipment and leasehold intangibles, net:
Property, plant and equipment and leasehold intangibles, net	$	158,841		$	178,348
Accounts payable		31,219			—
Net cash paid	$	190,060		$	178,348
Acquisition of assets, net of related payables:
Prepaid expenses and other assets	$	—		$	(51,506	)
Property, plant and equipment and leasehold intangibles, net		19,457			196,196
Other intangible assets, net		(7,300	)		(7,293	)
Capital and financing lease obligations		—			75,619
Long-term debt		—			(20,000	)
Other liabilities		—			(315	)
Net cash paid	$	12,157		$	192,701
Proceeds from sale of assets, net:
Assets held for sale	$	42,714		$	—
Prepaid expenses and other assets		319			4,993
Gain on sale of assets		2,551			—
Net cash received	$	45,584		$	4,993
Supplemental Schedule of Non-cash Operating, Investing and Financing Activities:
Capital and financing leases:
Property, plant and equipment and leasehold intangibles, net	$	—		$	13,718
Other intangible assets, net		—			(5,202	)
Capital and financing lease obligations		—			(10,812	)
Other liabilities		—			2,296
Net	$	—		$	—
Assets designated as held for sale:
Property, plant and equipment and leasehold intangibles, net	$	(261,639	)	$	—
Assets held for sale		288,659			—
Prepaid expenses and other assets		(836	)		—
Goodwill		(28,568	)		—
Asset impairment		2,384			—
Net	$	—		$	—

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Facility Operating Leases

6 Months Ended

Jun. 30, 2016

Facility Operating Leases [Abstract]

Facility Operating Leases

11.  Facility Operating Leases

The following table provides a summary of facility lease expense and the impact of straight-line adjustment and amortization of  (above) below market rents and deferred gains (dollars in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015
Cash basis payment	$	96,031		$	92,352		$	191,611		$	187,074
Straight-line (income) expense		(523	)		1,919			3,412			4,720
Amortization of (above) below market lease, net		(1,733	)		(1,840	)		(3,466	)		(3,799	)
Amortization of deferred gain		(1,093	)		(1,093	)		(2,186	)		(2,186	)
Facility lease expense	$	92,682		$	91,338		$	189,371		$	185,809

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Income Taxes

6 Months Ended

Jun. 30, 2016

Income Taxes [Abstract]

Income Taxes

12.  Income Taxes

The Company's effective tax rates for three and six months ended June 30, 2016 were (0.3%) and (2.2%), respectively, as compared to 38.3% and 37.8% for three and six month ended June 30, 2015, respectively. The differences in the Company's effective tax rates for the three and six months ended June 30, 2016 and 2015 were due to an increase in the valuation allowance against the Company's deferred tax assets recorded in 2016, the negative tax benefit on the vesting of restricted stock, a direct result of the Company's lower stock price in 2016, and the non-deductible write-off of goodwill in 2016. The Company determined that an additional valuation allowance was required after consideration of the Company's future reversal of estimated timing differences. The Company recorded an aggregate deferred federal, state and local tax benefit of $3.6 million and $16.8 million as a result of the operating loss for the three and six months ended June 30, 2016, respectively, which was offset by an increase in the valuation allowance of $3.0 million and $17.2 million, respectively. The Company recorded an aggregate deferred federal, state and local tax benefit of $53.2 million and $132.5 million as a result of the operating loss for the three and six months ended June 30, 2015, respectively. The Company evaluates its deferred tax assets each quarter to determine if a valuation allowance is required based on whether it is more likely than not that some portion of the deferred tax asset would not be realized. The Company's valuation allowance as of June 30, 2016 and December 31, 2015 is $138.8 million and $121.6 million, respectively.

The Company's current tax expense continues to mainly reflect its cash tax position for states that do not allow for or have suspended the use of net operating losses for the period.

The Company recorded interest charges related to its tax contingency reserve for cash tax positions for the six months ended June 30, 2016 and 2015 which are included in income tax expense or benefit for the period. Tax returns for years 2012 through 2014 are subject to future examination by tax authorities. In addition, the net operating losses from prior years are subject to adjustment under examination.

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Variable Interest Entities

6 Months Ended

Jun. 30, 2016

Variable Interest Entities [Abstract]

Variable Interest Entities and Investment in Unconsolidated Ventures

13.  Variable Interest Entities

At June 30, 2016, the Company has equity interests in unconsolidated VIEs. The Company has determined that it does not have the power to direct the activities of the VIEs that most significantly impact the VIEs' economic performance and is not the primary beneficiary of these VIEs in accordance with ASC 810. The Company's interests in the VIEs are, therefore, accounted for under the equity method of accounting.

The Company holds a 51% equity interest, and HCP, Inc. ("HCP") owns a 49% interest, in a venture that owns and operates entry fee CCRCs (the "CCRC Venture"). The CCRC Venture's opco has been identified as a VIE. The equity members of the CCRC Venture's opco share certain operating rights, and the Company acts as manager to the CCRC Venture opco. However, the Company does not consolidate this VIE because it does not have the ability to control the activities that most significantly impact this VIE's economic performance. The assets of the CCRC Venture opco primarily consist of the CCRCs that it owns and leases, resident fees receivable, notes receivable and cash and cash equivalents. The obligations of the CCRC Venture opco primarily consist of community lease obligations, mortgage debt, accounts payable, accrued expenses and refundable entrance fees. Assets generated by the CCRC operations (primarily rents from CCRC residents) of the CCRC Venture opco may only be used to settle its contractual obligations (primarily the rental costs and operating expenses incurred to operate the communities).

The Company holds an equity ownership interest in each of the propco and opco of three ventures ("RIDEA Ventures") that operate senior housing communities in a RIDEA structure. The Company's equity ownership interest is 10% for two of the ventures and 20% for one venture. HCP owns the remaining 90% and 80% equity ownership interests in the RIDEA Ventures. The RIDEA Ventures have been identified as VIEs. The equity members of the RIDEA Ventures share certain operating rights, and the Company acts as manager to the opcos of the RIDEA Ventures. However, the Company does not consolidate these VIEs because it does not have the ability to control the activities that most significantly impact the economic performance of these VIEs. The assets of the RIDEA Ventures primarily consist of the senior housing communities that the RIDEA Ventures own, resident fees receivable, and cash and cash equivalents. The obligations of the RIDEA Ventures primarily consist of notes payable, accounts payable and accrued expenses. Assets generated by the operations of the senior housing communities (primarily rents from senior housing residents) of the RIDEA Ventures may only be used to settle its contractual obligations (primarily the notes payable and operating expenses incurred to operate the communities).

The carrying value and classification of the related assets, liabilities and maximum exposure to loss as a result of the Company's involvement with these VIEs are summarized below at June 30, 2016 (in millions):

VIE Type	Asset Type	Maximum Exposure to Loss		Carrying Amount
CCRC Venture opco	Investment in unconsolidated ventures	$	177.5	$	177.5
RIDEA Ventures	Investment in unconsolidated ventures	$	123.4	$	123.4

As of June 30, 2016, the Company is not required to provide financial support, through a liquidity arrangement or otherwise, to its unconsolidated VIEs.

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Segment Information

6 Months Ended

Jun. 30, 2016

Segment Information [Abstract]

Segment Information

14.  Segment Information

As of June 30, 2016, the Company has five reportable segments: Retirement Centers; Assisted Living; CCRCs – Rental; Brookdale Ancillary Services; and Management Services. Operating segments are defined as components of an enterprise that engage in business activities from which it may earn revenues and incur expenses; for which separate financial information is available; and whose operating results are regularly reviewed by the chief operating decision maker to assess the performance of the individual segment and make decisions about resources to be allocated to the segment.

Retirement Centers.  The Company's Retirement Centers segment includes owned or leased communities that are primarily designed for middle to upper income seniors generally age 75 and older who desire an upscale residential environment providing the highest quality of service. The majority of the Company's retirement center communities consist of both independent living and assisted living units in a single community, which allows residents to "age-in-place" by providing them with a continuum of senior independent and assisted living services.

Assisted Living.  The Company's Assisted Living segment includes owned or leased communities that offer housing and 24-hour assistance with activities of daily life to mid-acuity frail and elderly residents. Assisted living communities include both freestanding, multi-story communities and freestanding single story communities. The Company also operates memory care communities, which are freestanding assisted living communities specially designed for residents with Alzheimer's disease and other dementias.

CCRCs - Rental.  The Company's CCRCs - Rental segment includes large owned or leased communities that offer a variety of living arrangements and services to accommodate all levels of physical ability and health. Most of the Company's CCRCs have independent living, assisted living and skilled nursing available on one campus or within the immediate market, and some also include memory care/Alzheimer's units.

Brookdale Ancillary Services. The Company's Brookdale Ancillary Services segment includes the outpatient therapy, home health and hospice services provided to residents of many of the Company's communities, to other senior living communities that the Company does not own or operate and to seniors living outside of the Company's communities. The Brookdale Ancillary Services segment does not include the therapy services provided in the Company's skilled nursing units, which are included in the Company's CCRCs - Rental segment.

Management Services.  The Company's Management Services segment includes communities operated by the Company pursuant to management agreements. In some of the cases, the controlling financial interest in the community is held by third parties and, in other cases, the community is owned in a venture structure in which the Company has an ownership interest. Under the management agreements for these communities, the Company receives management fees as well as reimbursed expenses, which represent the reimbursement of expenses it incurs on behalf of the owners.

The accounting policies of the Company's reportable segments are the same as those described in the summary of significant accounting policies in Note 2.

The following table sets forth certain segment financial and operating data (dollars in thousands):

	Three Months Ended June 30,					Six Months Ended June 30,
	2016		2015			2016		2015
Revenue
Retirement Centers(1)	$	169,990	$	164,409		$	339,416	$	327,895
Assisted Living(1)		613,017		611,838			1,230,287		1,229,182
CCRCs - Rental(1)		148,225		151,561			300,485		307,552
Brookdale Ancillary Services(1)		123,336		116,170			245,528		231,581
Management Services(2)		204,262		194,206			406,270		389,855
	$	1,258,830	$	1,238,184		$	2,521,986	$	2,486,065
Segment Operating Income(3)
Retirement Centers	$	74,754	$	72,044		$	149,203	$	142,568
Assisted Living		234,085		223,359			454,895		446,865
CCRCs - Rental		33,594		35,860			69,063		74,431
Brookdale Ancillary Services		19,032		17,724			33,550		40,466
Management Services		18,186		14,839			34,966		29,936
		379,651		363,826			741,677		734,266
General and administrative (including non-cash stock-based compensation expense)		90,695		89,545			183,316		179,075
Transaction costs		441		421			1,291		7,163
Facility lease expense		92,682		91,338			189,371		185,809
Depreciation and amortization		133,394		225,645			260,531		446,072
Asset impairment		4,152		—			7,527		—
Loss on facility lease termination		—		—			—		76,143
Income (loss) from operations	$	58,287	$	(43,123	)	$	99,641	$	(159,996	)

	As of
	June 30, 2016		December 31, 2015
Total assets
Retirement Centers	$	1,537,614	$	1,556,169
Assisted Living		6,248,956		6,354,415
CCRCs - Rental		1,018,017		1,037,384
Brookdale Ancillary Services		281,392		292,540
Corporate and Management Services		786,353		808,056
Total assets	$	9,872,332	$	10,048,564

(1) All revenue is earned from external third parties in the United States.

(2) Management services segment revenue includes reimbursements for which the Company is the primary obligor of costs incurred on behalf of managed communities.

(3) Segment operating income is defined as segment revenues less segment facility operating expenses (excluding depreciation and amortization).

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2016

Summary of Significant Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for quarterly reports on Form 10-Q. In the opinion of management, these financial statements include all adjustments necessary to present fairly the financial position, results of operations and cash flows of the Company as of June 30, 2016, and for all periods presented. The condensed consolidated financial statements are prepared on the accrual basis of accounting. All adjustments made have been of a normal and recurring nature. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The Company believes that the disclosures included are adequate and provide a fair presentation of interim period results. Interim financial statements are not necessarily indicative of the financial position or operating results for an entire year. It is suggested that these interim financial statements be read in conjunction with the audited financial statements and the notes thereto, together with management's discussion and analysis of financial condition and results of operations, included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015 filed with the SEC on February 12, 2016.

The results of communities and companies acquired are included in the condensed consolidated financial statements from the effective date of the respective acquisition. 

Principles of Consolidation

Principles of Consolidation

The condensed consolidated financial statements include the accounts of Brookdale and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated. Investments in affiliated companies that the Company does not control, but has the ability to exercise significant influence over governance and operation, are accounted for by the equity method. The ownership interest of consolidated entities not wholly owned by the Company are presented as noncontrolling interests in the accompanying condensed consolidated financial statements. Noncontrolling interest represents the share of consolidated entities owned by third parties. Noncontrolling interest is adjusted for the noncontrolling holder's share of additional contributions, distributions and the proportionate share of the net income or loss of each respective entity.

The Company continually evaluates its potential variable interest entity ("VIE") relationships under certain criteria as provided for in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 810, Consolidation ("ASC 810").  ASC 810 broadly defines a VIE as an entity in which either (i) the equity investors as a group, if any, lack the power through voting or similar rights to direct the activities of such entity that most significantly impact such entity's economic performance or (ii) the equity investment at risk is insufficient to finance that entity's activities without additional subordinated financial support. The Company identifies the primary beneficiary of a VIE as the enterprise that has both of the following characteristics: (i) the power to direct the activities of the VIE that most significantly impact the entity's economic performance; and (ii) the obligation to absorb losses or receive benefits of the VIE that could potentially be significant to the entity. The Company performs this analysis on an ongoing basis and consolidates any VIEs for which the Company is determined to be the primary beneficiary. Refer to Note 13 for more information about the Company's VIE relationships.

Revenue Recognition

Revenue Recognition

Resident Fees

Resident fee revenue is recorded when services are rendered and consists of fees for basic housing, support services and fees associated with additional services such as personalized health and assisted living care. Residency agreements are generally for a term of 30 days to one year, with resident fees billed monthly in advance. Revenue from certain skilled nursing services and ancillary charges is recognized as services are provided, and such fees are billed monthly in arrears.

Certain of the Company's communities have residency agreements which require the resident to pay an upfront entrance fee prior to moving into the community. 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 generally refundable within a certain number of months or days following contract termination or upon the resale of the unit. The refundable portion of the fee is not amortized and is included in refundable entrance fees. All refundable amounts due to residents at any time in the future are classified as current liabilities.

Management Fees

Management fee revenue is recorded as services are provided to the owners of the communities. Revenues are determined by an agreed upon percentage of gross revenues (as defined).

Reimbursed Costs Incurred on Behalf of Managed Communities

The Company manages certain communities under contracts which provide for payment to the Company of a monthly management fee plus reimbursement of certain operating expenses. Where the Company is the primary obligor with respect to any such operating expenses, the Company recognizes revenue when the goods have been delivered or the service has been rendered and the Company is due reimbursement. Such revenue is included in "reimbursed costs incurred on behalf of managed communities" on the condensed consolidated statements of operations. The related costs are included in "costs incurred on behalf of managed communities" on the condensed consolidated statements of operations.

Income Taxes

Income Taxes

Income taxes are accounted for under the asset and liability approach which requires recognition of deferred tax assets and liabilities for the differences between the financial reporting and tax bases of assets and liabilities. A valuation allowance reduces deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The Company has elected the "with-and-without approach" regarding ordering of windfall tax benefits to determine whether the windfall tax benefit did reduce taxes payable in the current year. Under this approach, the windfall tax benefits would be recognized in additional paid-in capital only if an incremental tax benefit is realized after considering all other tax benefits presently available.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

ASC 820, Fair Value Measurements and Disclosures establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows:

Level 1 – Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 – Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Cash and cash equivalents and cash and escrow deposits – restricted are reflected in the accompanying condensed consolidated balance sheets at amounts considered by management to reasonably approximate fair value due to the short maturity.

The Company estimates the fair value of its debt using a discounted cash flow analysis based upon the Company's current borrowing rate for debt with similar maturities and collateral securing the indebtedness. The Company had outstanding debt (including the Company's secured credit facility but excluding capital and financing lease obligations) with a carrying value of approximately $3.9 billion as of both June 30, 2016 and December 31, 2015. Fair value of the debt approximates carrying value in all periods. The Company's fair value of debt disclosure is classified within Level 2 of the valuation hierarchy.

Self-Insurance Liability Accruals

Self-Insurance Liability Accruals

The Company is subject to various legal proceedings and claims that arise in the ordinary course of its business. Although the Company maintains general liability and professional liability insurance policies for its owned, leased and managed communities under a master insurance program, the Company's current policies provide for deductibles for each and every claim. As a result, the Company is, in effect, self-insured for claims that are less than the deductible amounts. In addition, the Company maintains a high deductible workers compensation program and a self-insured employee medical program.

The Company reviews the adequacy of its accruals related to these liabilities on an ongoing basis, using historical claims, actuarial valuations, third-party administrator estimates, consultants, advice from legal counsel and industry data, and adjusts accruals periodically. Estimated costs related to these self-insurance programs are accrued based on known claims and projected claims incurred but not yet reported. Subsequent changes in actual experience are monitored, and estimates are updated as information becomes available.

During the three months ended June 30, 2016, the Company reduced its estimate for the amount of expected losses for general liability and professional liability and workers compensation claims, based on recent historical claims experience. As a result, the Company decreased the accrued reserves for general liability and professional liability and workers compensation claims by $10.8 million and $2.9 million, respectively. The reduction in these accrued reserves decreased facility operating expense by $13.7 million for the three and six months ended June 30, 2016.

Community Leases

Community Leases

The Company, as lessee, makes a determination with respect to each of its community leases as to whether each should be accounted for as an operating lease or capital lease. The classification criteria is based on estimates regarding the fair value of the leased community, minimum lease payments, effective cost of funds, the economic life of the community and certain other terms in the lease agreements. In a business combination, the Company assumes the lease classification previously determined by the prior lessee absent a modification, as determined by ASC 840, Leases ("ASC 840"), in the assumed lease agreement. Payments made under operating leases are accounted for in the Company's consolidated statements of operations as lease expense for actual rent paid plus or minus a straight-line adjustment for estimated minimum lease escalators and amortization of deferred gains in situations where sale-leaseback transactions have occurred.

For communities under capital lease and lease financing obligation arrangements, a liability is established on the Company's consolidated balance sheets representing the present value of the future minimum lease payments and a residual value for financing leases and a corresponding long-term asset is recorded in property, plant and equipment and leasehold intangibles in the consolidated balance sheets. For capital lease assets, the asset is depreciated over the remaining lease term unless there is a bargain purchase option in which case the asset is depreciated over the useful life. For financing lease assets, the asset is depreciated over the useful life of the asset. Leasehold improvements purchased during the term of the lease are amortized over the shorter of their economic life or the lease term.

All of the Company's leases contain fixed or formula-based rent escalators. To the extent that the escalator increases are tied to a fixed index or rate, lease payments are accounted for on a straight-line basis over the life of the lease. In addition, all rent-free or rent holiday periods are recognized in lease expense on a straight-line basis over the lease term, including the rent holiday period.

Sale-leaseback accounting is applied to transactions in which an owned community is sold and leased back from the buyer if certain continuing involvement criteria are met. Under sale-leaseback accounting, the Company removes the community and related liabilities from the consolidated balance sheets. Gain on the sale is deferred and recognized as a reduction of facility lease expense for operating leases and a reduction of interest expense for capital leases.

For leases in which the Company is involved with the construction of the building, the Company accounts for the lease during the construction period under the provisions of ASC 840.  If the Company concludes that it has substantively all of the risks of ownership during construction of a leased property and therefore is deemed the owner of the project for accounting purposes, it records an asset and related financing obligation for the amount of total project costs related to construction in progress.  Once construction is complete, the Company considers the requirements under ASC 840-40.  If the arrangement qualifies for sale-leaseback accounting, the Company removes the assets and related liabilities from the consolidated balance sheets. If the arrangement does not qualify for sale-leaseback accounting, the Company continues to amortize the financing obligation and depreciate the assets over the lease term.

New Accounting Pronouncements

New Accounting Pronouncements

In June 2016, the FASB issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). ASU 2016-13 replaces the current incurred loss impairment methodology for credit losses with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted for fiscal years beginning after December 15, 2018. The Company is currently evaluating the impact the adoption of ASU 2016-13 will have on its condensed consolidated financial statements and disclosures.

In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation: Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"). ASU 2016-09 is intended to simplify the accounting for share-based payment transactions, including the accounting for income taxes and forfeitures, as well as the classification of awards and classification on the statement of cash flows. ASU 2016-09 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The Company is currently evaluating the impact the adoption of ASU 2016-09 will have on its condensed consolidated financial statements and disclosures.

In February 2016, the FASB issued ASU 2016-02, Leases ("ASU 2016-02"). ASU 2016-02 requires a lessee to recognize a right-of-use asset and a lease liability for virtually all leases. ASU 2016-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, and early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU 2016-02 will have on its condensed consolidated financial statements and disclosures.

In February 2015, the FASB issued ASU 2015-02, Consolidation: Amendments to the Consolidation Analysis ("ASU 2015-02"). ASU 2015-02 changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. ASU 2015-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The Company adopted ASU 2015-02 on January 1, 2016, and it did not have a material impact on the Company's condensed consolidated financial statements and disclosures.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"). ASU 2014-09 affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets. Under ASU 2014-09, an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. The new standard will be effective for the Company beginning on January 1, 2018 and early adoption will be permitted beginning on January 1, 2017. The Company is currently evaluating the impact the adoption of ASU 2014-09 will have on its condensed consolidated financial statements and disclosures.

Reclassifications

Reclassifications

For the three months ended March 31, 2015, $5.3 million was reclassified between general and administrative expense and facility operating expense in the condensed consolidated statements of operations to conform to the current financial statement presentation, with no effect on the Company's consolidated financial position or results of operations. Certain other prior period amounts have been reclassified to conform to the current financial statement presentation, with no effect on the Company's consolidated financial position or results of operations.

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Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2016

Stock-Based Compensation [Abstract]

Current year grants of restricted shares

Current year grants of restricted stock under the Company's 2014 Omnibus Incentive Plan were as follows (amounts in thousands except for value per share):

	Shares Granted		Value Per Share		Total Value
Three months ended March 31, 2016		2,855	$	14.49 – 18.46	$	41,371
Three months ended June 30, 2016		115	$	15.68 – 18.03	$	2,058

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Goodwill and Other Intangible Assets, Net (Tables)

6 Months Ended

Jun. 30, 2016

Goodwill and Other Intangible Assets, Net [Abstract]

Summary of changes in the carrying amount of goodwill

The following is a summary of the carrying amount of goodwill as of June 30, 2016 and as of December 31, 2015 presented on an operating segment basis (dollars in thousands):

	June 30, 2016							December 31, 2015
	Gross Carrying Amount		Dispositions and Other Reductions			Net		Gross Carrying Amount		Dispositions and Other Reductions			Net
Retirement Centers	$	28,141	$	(820	)	$	27,321	$	28,141	$	(721	)	$	27,420
Assisted Living		591,814		(48,817	)		542,997		591,814		(20,348	)		571,466
Brookdale Ancillary Services		126,810		—			126,810		126,810		—			126,810
Total	$	746,765	$	(49,637	)	$	697,128	$	746,765	$	(21,069	)	$	725,696

Other intangible assets

The following is a summary of other intangible assets at June 30, 2016 and December 31, 2015 (dollars in thousands):

	June 30, 2016							December 31, 2015
	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
Community purchase options	$	32,970	$	—		$	32,970	$	40,270	$	—		$	40,270
Health care licenses		66,612		—			66,612		66,612		—			66,612
Trade names		27,800		(19,224	)		8,576		27,800		(14,209	)		13,591
Other		13,531		(6,555	)		6,976		13,531		(4,818	)		8,713
Total	$	140,913	$	(25,779	)	$	115,134	$	148,213	$	(19,027	)	$	129,186

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Property, Plant and Equipment and Leasehold Intangibles, Net (Tables)

6 Months Ended

Jun. 30, 2016

Property, Plant and Equipment and Leasehold Intangibles, Net [Abstract]

Property, plant and equipment and leasehold intangibles, net

Property, plant and equipment and leasehold intangibles, net, which include assets under capital and financing leases, consisted of the following (dollars in thousands):

	June 30, 2016			December 31, 2015
Land	$	454,263		$	486,567
Buildings and improvements		5,120,742			5,260,826
Leasehold improvements		116,810			100,430
Furniture and equipment		937,658			895,447
Resident and leasehold operating intangibles		765,859			783,434
Construction in progress		83,552			138,054
Assets under capital and financing leases		2,933,330			2,909,653
		10,412,214			10,574,411
Accumulated depreciation and amortization		(2,720,736	)		(2,543,035	)
Property, plant and equipment and leasehold intangibles, net	$	7,691,478		$	8,031,376

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Debt (Tables)

6 Months Ended

Jun. 30, 2016

Debt [Abstract]

Schedule of debt

Long-term debt and capital and financing lease obligations consist of the following (dollars in thousands):

	June 30, 2016		December 31, 2015
Mortgage notes payable due 2017 through 2047; weighted average interest rate of 4.58% for the six months ended June 30, 2016, including net debt premium and deferred financing costs of $0.3 million and $3.3 million at June 30, 2016 and December 31, 2015, respectively (weighted average interest rate of 4.51% in 2015)	$	3,307,932	$	3,246,513
Capital and financing lease obligations payable through 2031; weighted average interest rate of 8.07% for the six months ended June 30, 2016 (weighted average interest rate of 8.11% in 2015)		2,492,546		2,489,588
Convertible notes payable in aggregate principal amount of $316.3 million, less debt discount and deferred financing costs of $27.7 million and $34.3 million at June 30, 2016 and December 31, 2015, respectively, interest at 2.75% per annum, due June 2018		288,534		281,902
Construction financing due 2019 through 2032; weighted average interest rate of 7.76% for the six months ended June 30, 2016 (weighted average interest rate of 4.84% in 2015)		21,809		24,105
Notes payable issued to finance insurance premiums, weighted average interest rate of 2.94% for the six months ended June 30, 2016, due 2016		11,089		—
Other notes payable, weighted average interest rate of 5.26% for the six months ended June 30, 2016 (weighted average interest rate of 5.16% in 2015) and maturity dates ranging from 2016 to 2020		79,292		80,305
Total debt and capital and financing lease obligations		6,201,202		6,122,413
Less current portion		332,551		235,604
Total long-term debt and capital and financing lease obligations	$	5,868,651	$	5,886,809

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Supplemental Disclosure of Cash Flow Information (Tables)

6 Months Ended

Jun. 30, 2016

Supplemental Disclosure of Cash Flow Information [Abstract]

Supplemental cash flow information

(dollars in thousands):	Six Months Ended June 30,
	2016			2015
Supplemental Disclosure of Cash Flow Information:
Interest paid	$	175,386		$	179,238
Income taxes paid	$	1,997		$	2,386
Additions to property, plant and equipment and leasehold intangibles, net:
Property, plant and equipment and leasehold intangibles, net	$	158,841		$	178,348
Accounts payable		31,219			—
Net cash paid	$	190,060		$	178,348
Acquisition of assets, net of related payables:
Prepaid expenses and other assets	$	—		$	(51,506	)
Property, plant and equipment and leasehold intangibles, net		19,457			196,196
Other intangible assets, net		(7,300	)		(7,293	)
Capital and financing lease obligations		—			75,619
Long-term debt		—			(20,000	)
Other liabilities		—			(315	)
Net cash paid	$	12,157		$	192,701
Proceeds from sale of assets, net:
Assets held for sale	$	42,714		$	—
Prepaid expenses and other assets		319			4,993
Gain on sale of assets		2,551			—
Net cash received	$	45,584		$	4,993
Supplemental Schedule of Non-cash Operating, Investing and Financing Activities:
Capital and financing leases:
Property, plant and equipment and leasehold intangibles, net	$	—		$	13,718
Other intangible assets, net		—			(5,202	)
Capital and financing lease obligations		—			(10,812	)
Other liabilities		—			2,296
Net	$	—		$	—
Assets designated as held for sale:
Property, plant and equipment and leasehold intangibles, net	$	(261,639	)	$	—
Assets held for sale		288,659			—
Prepaid expenses and other assets		(836	)		—
Goodwill		(28,568	)		—
Asset impairment		2,384			—
Net	$	—		$	—

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Facility Operating Leases (Tables)

6 Months Ended

Jun. 30, 2016

Facility Operating Leases [Abstract]

Summary of facility operating leases

The following table provides a summary of facility lease expense and the impact of straight-line adjustment and amortization of  (above) below market rents and deferred gains (dollars in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015
Cash basis payment	$	96,031		$	92,352		$	191,611		$	187,074
Straight-line (income) expense		(523	)		1,919			3,412			4,720
Amortization of (above) below market lease, net		(1,733	)		(1,840	)		(3,466	)		(3,799	)
Amortization of deferred gain		(1,093	)		(1,093	)		(2,186	)		(2,186	)
Facility lease expense	$	92,682		$	91,338		$	189,371		$	185,809

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Variable Interest Entities (Tables)

6 Months Ended

Jun. 30, 2016

Variable Interest Entities [Abstract]

Schedule of Variable Interest Entities [Table Text Block]

The carrying value and classification of the related assets, liabilities and maximum exposure to loss as a result of the Company's involvement with these VIEs are summarized below at June 30, 2016 (in millions):

VIE Type	Asset Type	Maximum Exposure to Loss		Carrying Amount
CCRC Venture opco	Investment in unconsolidated ventures	$	177.5	$	177.5
RIDEA Ventures	Investment in unconsolidated ventures	$	123.4	$	123.4

As of June 30, 2016, the Company is not required to provide financial support, through a liquidity arrangement or otherwise, to its unconsolidated VIEs.

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Segment Information (Tables)

6 Months Ended

Jun. 30, 2016

Segment Information [Abstract]

Schedule of segment reporting information

The following table sets forth certain segment financial and operating data (dollars in thousands):

	Three Months Ended June 30,					Six Months Ended June 30,
	2016		2015			2016		2015
Revenue
Retirement Centers(1)	$	169,990	$	164,409		$	339,416	$	327,895
Assisted Living(1)		613,017		611,838			1,230,287		1,229,182
CCRCs - Rental(1)		148,225		151,561			300,485		307,552
Brookdale Ancillary Services(1)		123,336		116,170			245,528		231,581
Management Services(2)		204,262		194,206			406,270		389,855
	$	1,258,830	$	1,238,184		$	2,521,986	$	2,486,065
Segment Operating Income(3)
Retirement Centers	$	74,754	$	72,044		$	149,203	$	142,568
Assisted Living		234,085		223,359			454,895		446,865
CCRCs - Rental		33,594		35,860			69,063		74,431
Brookdale Ancillary Services		19,032		17,724			33,550		40,466
Management Services		18,186		14,839			34,966		29,936
		379,651		363,826			741,677		734,266
General and administrative (including non-cash stock-based compensation expense)		90,695		89,545			183,316		179,075
Transaction costs		441		421			1,291		7,163
Facility lease expense		92,682		91,338			189,371		185,809
Depreciation and amortization		133,394		225,645			260,531		446,072
Asset impairment		4,152		—			7,527		—
Loss on facility lease termination		—		—			—		76,143
Income (loss) from operations	$	58,287	$	(43,123	)	$	99,641	$	(159,996	)

	As of
	June 30, 2016		December 31, 2015
Total assets
Retirement Centers	$	1,537,614	$	1,556,169
Assisted Living		6,248,956		6,354,415
CCRCs - Rental		1,018,017		1,037,384
Brookdale Ancillary Services		281,392		292,540
Corporate and Management Services		786,353		808,056
Total assets	$	9,872,332	$	10,048,564

(1) All revenue is earned from external third parties in the United States.

(2) Management services segment revenue includes reimbursements for which the Company is the primary obligor of costs incurred on behalf of managed communities.

(3) Segment operating income is defined as segment revenues less segment facility operating expenses (excluding depreciation and amortization).

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Summary of Significant Accounting Policies (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Mar. 31, 2015	Jun. 30, 2016	Dec. 31, 2015
Carrying Value, Fair Value Disclosure [Member]
Fair value of financial instruments [Abstract]
Debt	$ 3,900.0		$ 3,900.0	$ 3,900.0
Estimate of Fair Value, Fair Value Disclosure [Member]
Fair value of financial instruments [Abstract]
Debt	3,900.0		$ 3,900.0	$ 3,900.0
Reclassification [Member]
Accounting Changes and Error Corrections [Abstract]
Facility Operating Expense		$ 5.3
Term of residency agreements- minimum			30 days
Term of residency agreements - maximum			1 year
Increase (Decrease) in Insurance Liabilities [Abstract]
Increase (Decrease) in Liability for Claims and Claims Adjustment Expense Reserve	13.7
Increase (Decrease) in Workers' Compensation Liabilities	2.9
Increase (Decrease) in Other Insurance Liabilities	$ 10.8

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Earnings Per Share (Details) - USD ($) shares in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Unvested Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share	4.5	3.8	4.2	3.9
Convertible Debt Securities [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share			13.8	13.8
Debt Instrument Convertible Maximum Number Of Equity Instrument			3.0
Principal	$ 316.3		$ 316.3
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share			10.8	10.8

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Acquisitions and Dispositions (Details) $ in Thousands	1 Months Ended	3 Months Ended			6 Months Ended		12 Months Ended
	Feb. 28, 2015 USD ($) Community	Jun. 30, 2016 USD ($) Community	Mar. 31, 2016 USD ($) Community	Jun. 30, 2015 USD ($)	Jun. 30, 2016 USD ($)	Jun. 30, 2015 USD ($)	Dec. 31, 2015 USD ($) Community
Schedule of Acquisitions and Disposals [Line Items]
Asset impairment		$ 4,152		$ 0	$ 7,527	$ 0
Assets held for sale		354,565			354,565		$ 110,620
Loss on facility lease termination		$ 0		$ 0	0	$ 76,143
Retirement Centers [Member]
Schedule of Acquisitions and Disposals [Line Items]
Number of Communities classified as held for sale | Community		1
CCRCs Rental [Member]
Schedule of Acquisitions and Disposals [Line Items]
Number of Communities classified as held for sale | Community		3
Assisted Living [Member]
Schedule of Acquisitions and Disposals [Line Items]
Number of Communities classified as held for sale | Community		46
Agreements to sell six communities [Member]
Schedule of Acquisitions and Disposals [Line Items]
Number of Communities classified as held for sale | Community		6
Aggregate purchase price		$ 42,400
Agreement to sell 44 communities [Member]
Schedule of Acquisitions and Disposals [Line Items]
Number of Communities classified as held for sale | Community		44
Aggregate purchase price		$ 252,500
February 2015 acquisition of 15 communities [Member]
Schedule of Acquisitions and Disposals [Line Items]
Number of communities purchased or sold | Community	15
Aggregate purchase price	$ 268,600
Fair Value of Assets Acquired	187,200
Reversal of deferred lease liability	5,300
Loss on facility lease termination	$ 76,100
Assets held for sale [Member]
Schedule of Acquisitions and Disposals [Line Items]
Number of Communities classified as held for sale | Community		50	7				17
Aggregate selling price			$ 46,700
Gain on Sale of Communities			2,700
Asset impairment		$ 2,400	$ 2,600				$ 15,200
Current portion of long-term debt related to assets held for sale		$ 154,700			$ 154,700

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Stock-Based Compensation (Details) - Unvested Restricted Stock [Member] - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Jun. 30, 2016	Mar. 31, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted Shares Granted (in shares)	115	2,855
Total value of restricted shares granted	$ 2,058	$ 41,371
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of estimated forfeitures (in hundredths)	0.00%
Value Per Share (in dollars per share)	$ 15.68	$ 14.49
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of estimated forfeitures (in hundredths)	20.00%
Value Per Share (in dollars per share)	$ 18.03	$ 18.46

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Goodwill and Other Intangible Assets, Net (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2015
Goodwill [Line Items]
Gross Carrying Amount	$ 746,765		$ 746,765		$ 746,765
Accumulated Impairment and Other Charges	(49,637)		(49,637)		(21,069)
Net	697,128		697,128		725,696
Schedule of Intangible Assets by Major Class [Line Items]
Gross Carrying Amount	140,913		140,913		148,213
Accumulated Amortization	(25,779)		(25,779)		(19,027)
Net	115,134		115,134		129,186
Amortization expense related to definite-lived intangible assets	3,900	$ 3,000	6,800	$ 6,100
Retirement Centers [Member]
Goodwill [Line Items]
Gross Carrying Amount	28,141		28,141		28,141
Accumulated Impairment and Other Charges	(820)		(820)		(721)
Net	27,321		27,321		27,420
Disposal Group, Goodwill	100		100
Assisted Living [Member]
Goodwill [Line Items]
Gross Carrying Amount	591,814		591,814		591,814
Accumulated Impairment and Other Charges	(48,817)		(48,817)		(20,348)
Net	542,997		542,997		571,466
Disposal Group, Goodwill	28,500		28,500
Brookdale Ancillary Services [Member]
Goodwill [Line Items]
Gross Carrying Amount	126,810		126,810		126,810
Accumulated Impairment and Other Charges	0		0		0
Net	126,810		126,810		126,810
Community Purchase Options [Member]
Schedule of Intangible Assets by Major Class [Line Items]
Gross Carrying Amount	32,970		32,970		40,270
Accumulated Amortization	0		0		0
Net	32,970		32,970		40,270
Health Care Licenses [Member]
Schedule of Intangible Assets by Major Class [Line Items]
Gross Carrying Amount	66,612		66,612		66,612
Accumulated Amortization	0		0		0
Net	66,612		66,612		66,612
Tradenames [Member]
Schedule of Intangible Assets by Major Class [Line Items]
Gross Carrying Amount	27,800		27,800		27,800
Accumulated Amortization	(19,224)		(19,224)		(14,209)
Net	8,576		8,576		13,591
Other [Member]
Schedule of Intangible Assets by Major Class [Line Items]
Gross Carrying Amount	13,531		13,531		13,531
Accumulated Amortization	(6,555)		(6,555)		(4,818)
Net	$ 6,976		$ 6,976		$ 8,713

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Property, Plant and Equipment and Leasehold Intangibles, Net (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2015
Property, Plant and Equipment [Line Items]
Property, plant and equipment and leasehold intangibles gross	$ 10,412,214		$ 10,412,214		$ 10,574,411
Accumulated depreciation and amortization	(2,720,736)		(2,720,736)		(2,543,035)
Property, plant and equipment and leasehold intangibles, net	7,691,478		7,691,478		8,031,376
Asset impairment, non-cash charge	4,152	$ 0	7,527	$ 0
Land [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment and leasehold intangibles gross	454,263		454,263		486,567
Buildings and Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment and leasehold intangibles gross	5,120,742		5,120,742		5,260,826
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment and leasehold intangibles gross	116,810		116,810		100,430
Furniture and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment and leasehold intangibles gross	937,658		937,658		895,447
Resident and Leasehold Operating Intangibles [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment and leasehold intangibles gross	765,859		765,859		783,434
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment and leasehold intangibles gross	83,552		83,552		138,054
Assets Under Capital and Financing Leases [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment and leasehold intangibles gross	2,933,330		2,933,330		$ 2,909,653
Property, Plant and Equipment [Member]
Property, Plant and Equipment [Line Items]
Asset impairment, non-cash charge	1,800		2,500
Assets held for sale [Member]
Property, Plant and Equipment [Line Items]
Asset impairment, non-cash charge	$ 2,400		$ 5,000

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Debt (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2016	Dec. 31, 2015
Long-Term Debt, Capital and Financing Leases and Financing Obligations [Line Items]
Debt	$ 6,201,202	$ 6,122,413
Less current portion	332,551	235,604
Long-term debt	5,868,651	5,886,809
Mortgage Notes Payable [Member]
Long-Term Debt, Capital and Financing Leases and Financing Obligations [Line Items]
Debt	3,307,932	3,246,513
Unamortized debt discount	$ 300	$ 3,300
Maturity date, start	Dec. 31, 2017
Maturity date, end	Dec. 31, 2047
Weighted average interest rate	4.58%	4.51%
Capital and Financing Lease Obligations [Member]
Long-Term Debt, Capital and Financing Leases and Financing Obligations [Line Items]
Debt	$ 2,492,546	$ 2,489,588
Maturity date, start	Dec. 31, 2031
Weighted average interest rate	8.07%	8.11%
Convertible Debt [Member]
Long-Term Debt, Capital and Financing Leases and Financing Obligations [Line Items]
Debt	$ 288,534	$ 281,902
Principal	316,300	316,300
Unamortized debt discount	$ 27,700	$ 34,300
Maturity date, start	Jun. 30, 2018
Weighted average interest rate	2.75%	2.75%
Construction Financing [Member]
Long-Term Debt, Capital and Financing Leases and Financing Obligations [Line Items]
Debt	$ 21,809	$ 24,105
Maturity date, start	Dec. 31, 2019
Maturity date, end	Dec. 31, 2032
Weighted average interest rate	7.76%	4.84%
Notes Payable, Insurance Premiums [Member]
Long-Term Debt, Capital and Financing Leases and Financing Obligations [Line Items]
Debt	$ 11,089	$ 0
Maturity date, start	Dec. 31, 2016
Weighted average interest rate	2.94%
Other Notes Payable [Member]
Long-Term Debt, Capital and Financing Leases and Financing Obligations [Line Items]
Debt	$ 79,292	$ 80,305
Maturity date, start	Dec. 31, 2016
Maturity date, end	Dec. 31, 2020
Weighted average interest rate	5.26%	5.16%

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Debt, Line of Credit (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2016	Dec. 31, 2015
Credit Facilities [Line Items]
Line of credit	$ 186,500	$ 310,000
Line of Credit [Member]
Credit Facilities [Line Items]
Credit facility, maximum borrowing capacity	$ 500,000
Maturity date	Jan. 03, 2020
Description of applicable margin calculation based on utilization percentage	Amounts drawn under the facility bear interest at 90-day LIBOR plus an applicable margin from a range of 2.50% to 3.50%. The applicable margin varies based on the percentage of the total commitment drawn, with a 2.50% margin at utilization equal to or lower than 35%, a 3.25% margin at utilization greater than 35% but less than or equal to 50%, and a 3.50% margin at utilization greater than 50%.
Letters of Credit Outstanding, Amount	$ 22,000
Line of credit	186,500
Swingline Line of Credit [Member]
Credit Facilities [Line Items]
Credit facility, maximum borrowing capacity	50,000
Secured and Unsecured Letter of Credit Facilities
Credit Facilities [Line Items]
Credit facility, maximum borrowing capacity	64,500
Letters of Credit Outstanding, Amount	64,400
Option to increase maximum borrowing capacity [Member]
Credit Facilities [Line Items]
Credit facility, maximum borrowing capacity	250,000
Term Loan [Member]
Credit Facilities [Line Items]
Credit facility, maximum borrowing capacity	100,000
Revolving Credit Facility [Member]
Credit Facilities [Line Items]
Credit facility, maximum borrowing capacity	400,000
Letter of credit sublimit [Member]
Credit Facilities [Line Items]
Credit facility, maximum borrowing capacity	$ 50,000

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Debt, Financings (Details) - First Mortgage loan refinanced in March 2016 [Member] $ in Millions	3 Months Ended
	Mar. 31, 2016 USD ($) Community
Financings [Line Items]
Proceeds from debt financing | $	$ 100
Maturity date	Jan. 01, 2023
Number of communities securing mortgage notes | Community	10
Weighted average interest rate	4.20%

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Supplemental Disclosure of Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2015
Supplemental Cash Flow Information [Abstract]
Interest paid			$ 175,386	$ 179,238
Income taxes paid			1,997	2,386
Acquisition of assets, net of related payables [Line Items]
Gain on sale of assets			2,551	0
Assets held for sale	$ 354,565		354,565		$ 110,620
Goodwill	697,128		697,128		$ 725,696
Asset impairment	4,152	$ 0	7,527	0
Additions to property, plant and equipment and leasehold intangibles, net			(190,060)	(178,348)
Acquisition of assets, net of related payables			(12,157)	(192,701)
Proceeds from sale of assets, net			45,584	4,993
Acquisition of Assets, Net of Related Payables and Cash Received [Member]
Acquisition of assets, net of related payables [Line Items]
Prepaid expenses and other current assets			0	(51,506)
Property, plant and equipment and leasehold intangibles, net			19,457	196,196
Other intangible assets, net			(7,300)	(7,293)
Other liabilities			0	(315)
Long-term debt			0	(20,000)
Capital and Financing Lease Obligations			0	75,619
Acquisition of assets, net of related payables			12,157	192,701
Additions to property, plant and equipment and leasehold improvements [Member]
Acquisition of assets, net of related payables [Line Items]
Property, plant and equipment and leasehold intangibles, net			158,841	178,348
Increase (Decrease) in Accounts Payable, Total			31,219	0
Additions to property, plant and equipment and leasehold intangibles, net			190,060	178,348
Capital and financing leases [Member]
Acquisition of assets, net of related payables [Line Items]
Property, plant and equipment and leasehold intangibles, net			0	13,718
Other intangible assets, net			0	(5,202)
Other liabilities			0	2,296
Capital and Financing Lease Obligations			0	(10,812)
Net			0	0
Proceeds from sale of assets, net [Member]
Acquisition of assets, net of related payables [Line Items]
Prepaid expenses and other current assets			319	4,993
Property, plant and equipment and leasehold intangibles, net			42,714	0
Gain on sale of assets			2,551	0
Proceeds from sale of assets, net			45,584	4,993
Assets held for sale [Member]
Acquisition of assets, net of related payables [Line Items]
Prepaid expenses and other current assets			(836)	0
Property, plant and equipment and leasehold intangibles, net			(261,639)	0
Assets held for sale	288,659	0	288,659	0
Goodwill	$ (28,568)	$ 0	(28,568)	0
Asset impairment			2,384	0
Net			$ 0	$ 0

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Facility Operating Leases (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Schedule of facility operating lease expense [Abstract]
Cash basis payment	$ 96,031	$ 92,352	$ 191,611	$ 187,074
Straight-line (income) expense	(523)	1,919	3,412	4,720
Amortization of (above) below market lease, net	(1,733)	(1,840)	(3,466)	(3,799)
Amortization of deferred gain	(1,093)	(1,093)	(2,186)	(2,186)
Facility lease expense	$ 92,682	$ 91,338	$ 189,371	$ 185,809

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Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2015
Income Taxes [Abstract]
Gross Deferred Income Tax Expense (Benefit)	$ 3,600	$ 53,200	$ 16,800	$ 132,500
Deferred Income Tax Expense (Benefit)			332	$ (132,462)
Deferred income tax assets [Abstract]
Valuation allowance	138,800		138,800		$ 121,600
Valuation Allowance, Deferred Tax Asset, Change in Amount	$ 3,000		$ 17,200
Income Tax Examination [Line Items]
Effective Income Tax Rate Reconciliation, Percent, Total	(0.30%)	38.30%	(2.20%)	37.80%
Internal Revenue Service (IRS) [Member] | Minimum [Member]
Income Tax Examination [Line Items]
Tax years open for future examination			2012
Internal Revenue Service (IRS) [Member] | Maximum [Member]
Income Tax Examination [Line Items]
Tax years open for future examination			2014

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Variable Interest Entities (Details) $ in Millions	Jun. 30, 2016 USD ($)
CCRC Venture opco [Member]
Variable Interest Entity [Line Items]
Maximum Exposure to Loss	$ 177.5
Carrying Amount	$ 177.5
Percentage ownership in unconsolidated joint ventures	51.00%
RIDEA Ventures [Member]
Variable Interest Entity [Line Items]
Maximum Exposure to Loss	$ 123.4
Carrying Amount	$ 123.4
RIDEA Ventures [Member] | Minimum [Member]
Variable Interest Entity [Line Items]
Percentage ownership in unconsolidated joint ventures	10.00%
RIDEA Ventures [Member] | Maximum [Member]
Variable Interest Entity [Line Items]
Percentage ownership in unconsolidated joint ventures	20.00%

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Segment Information (Details) $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2016 USD ($)	Jun. 30, 2015 USD ($)	Jun. 30, 2016 USD ($) Segment	Jun. 30, 2015 USD ($)	Dec. 31, 2015 USD ($)
Segment Information [Abstract]
Number of reportable segments | Segment				5
Segment Reporting Information [Line Items]
Revenue		$ 1,258,830	$ 1,238,184	$ 2,521,986	$ 2,486,065
Segment operating income	[1]	379,651	363,826	741,677	734,266
General and administrative (including non-cash stock-based compensation expense)		90,695	89,545	183,316	179,075
Transaction costs		441	421	1,291	7,163
Facility lease expense		92,682	91,338	189,371	185,809
Depreciation and amortization		133,394	225,645	260,531	446,072
Asset impairment		4,152	0	7,527	0
Loss on facility lease termination		0	0	0	76,143
Income (loss) from operations		58,287	(43,123)	99,641	(159,996)
Total assets		9,872,332		9,872,332		$ 10,048,564
Retirement Centers [Member]
Segment Reporting Information [Line Items]
Revenue	[2]	169,990	164,409	339,416	327,895
Segment operating income	[1]	74,754	72,044	149,203	142,568
Total assets		1,537,614		1,537,614		1,556,169
Assisted Living [Member]
Segment Reporting Information [Line Items]
Revenue	[2]	613,017	611,838	1,230,287	1,229,182
Segment operating income	[1]	234,085	223,359	454,895	446,865
Total assets		6,248,956		6,248,956		6,354,415
Brookdale Ancillary Services [Member]
Segment Reporting Information [Line Items]
Revenue	[2]	123,336	116,170	245,528	231,581
Segment operating income	[1]	19,032	17,724	33,550	40,466
Total assets		281,392		281,392		292,540
CCRCs Rental [Member]
Segment Reporting Information [Line Items]
Revenue	[2]	148,225	151,561	300,485	307,552
Segment operating income	[1]	33,594	35,860	69,063	74,431
Total assets		1,018,017		1,018,017		1,037,384
Management Services [Member]
Segment Reporting Information [Line Items]
Revenue	[3]	204,262	194,206	406,270	389,855
Segment operating income	[1]	18,186	$ 14,839	34,966	$ 29,936
Total assets		$ 786,353		$ 786,353		$ 808,056

[1] Segment operating income is defined as segment revenues less segment operating expenses (excluding depreciation and amortization).

[2] All revenue is earned from external third parties in the United States.

[3] Management services segment revenue includes reimbursements for which the Company is the primary obligor of costs incurred on behalf of managed communities.