bkd-20211231

Certain statements in this Annual Report on Form 10-K may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to various risks and uncertainties and include all statements that are not historical statements of fact and those regarding our intent, belief or expectations. 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," "believe," "project," "predict," "continue," "plan," "target," or other similar words or expressions. These forward-looking statements are based on certain assumptions and expectations, and our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Although we believe that expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our assumptions or 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 impacts of the COVID-19 pandemic, including the response efforts of federal, state, and local government authorities, businesses, individuals, and us on our business, results of operations, cash flow, revenue, expenses, liquidity, and our strategic initiatives, including plans for future growth, which will depend on many factors, some of which cannot be foreseen, including the duration, severity, and breadth of the pandemic and any resurgence or variants of the disease, the impact of COVID-19 on the nation’s economy and debt and equity markets and the local economies in our markets, the development, availability, utilization, and efficacy of COVID-19 testing, therapeutic agents, and vaccines and the prioritization of such resources among businesses and demographic groups, government financial and regulatory relief efforts that may become available to business and individuals, including our ability to qualify for and satisfy the terms and conditions of financial relief, perceptions regarding the safety of senior living communities during and after the pandemic, changes in demand for senior living communities and our ability to adapt our sales and marketing efforts to meet that demand, the impact of COVID-19 on our residents’ and their families’ ability to afford our resident fees, including due to changes in unemployment rates, consumer confidence, housing markets, and equity markets caused by COVID-19, changes in the acuity levels of our new residents, the disproportionate impact of COVID-19 on seniors generally and those residing in our communities, the duration and costs of our response efforts, including increased equipment, supplies, labor, litigation, testing, vaccination clinic, health plan, and other expenses, potentially greater use of contract labor and overtime due to COVID-19 and general labor market conditions, the impact of COVID-19 on our ability to complete financings and refinancings of various assets, or other transactions or to generate sufficient cash flow to cover required debt, interest, and lease payments and to satisfy financial and other covenants in our debt and lease documents, increased regulatory requirements, including the costs of unfunded, mandatory testing of residents and associates and provision of test kits to our health plan participants, increased enforcement actions resulting from COVID-19, government action that may limit our collection or discharge efforts for delinquent accounts, and the frequency and magnitude of legal actions and liability claims that may arise due to COVID-19 or our response efforts; events which adversely affect the ability of seniors to afford resident fees, including downturns in the economy, housing market, consumer confidence, or the equity markets and unemployment among resident family members; changes in reimbursement rates, methods, or timing under governmental reimbursement programs including the Medicare and Medicaid programs; the effects of senior housing construction and development, lower industry occupancy (including due to the pandemic), and increased competition; conditions of housing markets, regulatory changes, acts of nature, and the effects of climate change in geographic areas where we are concentrated; terminations of our resident agreements and vacancies in the living spaces we lease, including due to the pandemic; failure to maintain the security and functionality of our information systems, to prevent a cybersecurity attack or breach, or to comply with applicable privacy and consumer protection laws, including HIPAA; our ability to complete our capital expenditures in accordance with our plans; our ability to identify and pursue development, investment, and acquisition opportunities and our ability to successfully integrate acquisitions; competition for the acquisition of assets; our ability to complete pending or expected disposition, acquisition, or other transactions on agreed upon terms or at all, including in respect of the satisfaction of closing conditions, the risk that regulatory approvals are not obtained or are subject to unanticipated conditions, and uncertainties as to the timing of closing, and our ability to identify and pursue any such opportunities in the future; risks related to the implementation of our strategy, including initiatives undertaken to execute on our strategic priorities and their effect on our results; limits on our ability to use net operating loss carryovers to reduce future tax payments; delays in obtaining regulatory approvals; disruptions in the financial markets or decreases in the appraised values or performance of our communities that affect our ability to obtain financing or extend or refinance debt as it matures and our financing costs; our ability to generate sufficient cash flow to cover required interest, principal, and long-term lease payments and to fund our planned capital projects; the effect of our non-compliance with any of our debt or lease agreements (including the financial covenants contained therein), including the risk of lenders or lessors declaring a cross default in the event of our non-compliance with any such agreements and the risk of loss of our property securing leases and indebtedness due to any resulting lease terminations and foreclosure actions; the effect of our indebtedness and long-term leases on our liquidity and our ability to operate our business; increases in market interest rates that increase the costs of our debt obligations; our ability to obtain additional capital on terms acceptable to us; departures of key officers and potential disruption caused by changes in management; increased competition for, or a shortage of, associates (including due to the pandemic or general labor market conditions), wage pressures resulting from increased competition, low unemployment

levels, minimum wage increases and changes in overtime laws, and union activity; environmental contamination at any of our communities; failure to comply with existing environmental laws; an adverse determination or resolution of complaints filed against us, including class action and stockholder derivative complaints; the cost and difficulty of complying with increasing and evolving regulation; costs to respond to, and adverse determinations resulting from, government reviews, audits and investigations; changes in, or our failure to comply with, employment-related laws and regulations; unanticipated costs to comply with legislative or regulatory developments; the risks associated with current global economic conditions and general economic factors such as inflation, the consumer price index, commodity costs, fuel and other energy costs, competition in the labor market, costs of salaries, wages, benefits, and insurance, interest rates, and tax rates; the impact of seasonal contagious illness or an outbreak of COVID-19 or other contagious disease in the markets in which we operate; actions of activist stockholders, including a proxy contest; as well as other risks detailed from time to time in our filings with the Securities and Exchange Commission, including those set forth under "Item 1A. Risk Factors" contained in this Annual Report on Form 10-K and elsewhere in this Annual Report on Form 10-K. 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 management's views as of the date of this Annual Report on Form 10-K. We cannot guarantee future results, levels of activity, performance or achievements, and, except as required by law, we expressly disclaim any obligation to release publicly any updates or revisions to any forward-looking statements contained in this Annual Report on Form 10-K to reflect any change in our expectations with regard thereto or change in events, conditions, or circumstances on which any statement is based.

We cannot predict with reasonable certainty the impacts that COVID-19 ultimately will have on our business, results of operations, cash flow, and liquidity, and our response efforts may continue to delay or negatively impact our strategic initiatives, including plans for future growth. The ultimate impacts of COVID-19 will depend on many factors, some of which cannot be foreseen, including the duration, severity, and breadth of the pandemic and any resurgence or variants of the disease; the impact of COVID-19 on the nation’s economy and debt and equity markets and the local economies in our markets; the development, availability, utilization, and efficacy of COVID-19 testing, therapeutic agents, and vaccines and the prioritization of such resources among businesses and demographic groups; government financial and regulatory relief efforts that may become available to business and individuals, including our ability to qualify for and satisfy the terms and conditions of financial relief; perceptions regarding the safety of senior living communities during and after the pandemic; changes in demand for senior living communities and our ability to adapt our sales and marketing efforts to meet that demand; the impact of COVID-19 on our residents’ and their families’ ability to afford our resident fees, including due to changes in unemployment rates, consumer confidence, housing markets, and equity markets caused by COVID-19; changes in the acuity levels of our new residents; the disproportionate impact of COVID-19 on seniors generally and those residing in our communities; the duration and costs of our response efforts, including increased equipment, supplies, labor, litigation, testing, vaccination clinic, health plan, and other expenses; potentially greater use of contract labor and overtime due to COVID-19 and general labor market conditions; the impact of COVID-19 on our ability to complete financings and refinancings of various assets or other transactions or to generate sufficient cash flow to cover required debt, interest, and lease payments and to satisfy financial and other covenants in our debt and lease documents; increased regulatory requirements, including the costs of unfunded, mandatory testing of residents and associates and provision of test kits to our health plan participants; increased enforcement actions resulting from COVID-19; government action that may limit our collection or discharge efforts for delinquent accounts; and the frequency and magnitude of legal actions and liability claims that may arise due to COVID-19 or our response efforts.

We continue to experience pressures associated with the intensely competitive labor environment, which during 2021 included increased associate turnover, difficulty in timely filling open positions, and increasing wages. Continued increased competition for, or a shortage of, nurses or other associates, including due to the COVID-19 pandemic, general labor market conditions, low levels of unemployment, or general inflationary pressures, have required and may require that we enhance our pay and benefits package to compete effectively for such associates. We have increased our recruiting efforts to fill open positions, reviewed wage rates in all of our markets, made appropriate adjustments, and will monitor to remain competitive. We seek to ensure that our communities are staffed with full and part-time associates and our use of more expensive contract labor and overtime has increased to cover open positions. Third-party staffing agencies from which we source contract labor have increased the rates they charge which has resulted in increases in the cost of contract labor. Our labor expense in our same community portfolio increased 2.6% in 2021 from 2020, and we expect that our same community labor expense will grow at a higher percentage in 2022 compared to 2021 as a result of an increase in our labor costs near the end of 2021, merit and market wage rate adjustments, and an anticipated increase in hours worked as our occupancy levels grow. As we fill more full and part-time positions, we expect to use less contract labor and overtime.

Regulation of the senior living industry is evolving at least partly because of the growing interests of a variety of advocacy organizations and political movements attempting to standardize regulations for certain segments of the industry, particularly assisted living and memory care. Our operations could suffer from future regulatory developments, such as federal assisted living and memory care laws and regulations, as well as mandatory increases in the scope and severity of deficiencies determined by survey or inspection officials or an increase in the number of citations that can result in civil or criminal penalties. Certain current state laws and regulations allow enforcement officials to make determinations on whether the care provided by one or more of our communities exceeds the level of care for which the community is licensed. Furthermore, certain states may allow citations in one community to impact other communities in the state. Revocation or suspension of a license, or a citation, at a given community could therefore impact our ability to obtain new licenses or to renew existing licenses at other communities, which may also cause us to be in default under our loan or lease agreements and trigger cross-defaults or may also trigger defaults under certain of our credit agreements, or adversely affect our ability to operate and/or obtain financing in the future. If a state were to find that one community's citation will impact another of our communities, this will also increase costs and result in increased surveillance by the state survey agency. If regulatory requirements increase, whether through enactment of new laws or regulations or changes in the enforcement of existing rules, including increased enforcement brought about by advocacy groups, in addition to federal and state regulators, our operations could be adversely affected. Any adverse finding by survey and inspection officials may serve as the basis for false claims lawsuits by private plaintiffs and may lead to investigations under federal and state laws, which may result in civil and/or criminal penalties against the community or individual.

Under various federal, state, and local environmental laws, a current or previous owner or operator of real property, such as us, may be held liable in certain circumstances for the costs of investigation, removal, or remediation of certain hazardous or toxic substances, including, among others, petroleum and materials containing asbestos, that could be located on, in, at, or under a property, regardless of how such materials came to be located there. Additionally, such an owner or operator of real property may incur costs relating to the release of hazardous or toxic substances, including government fines and payments for personal injuries or damage to adjacent property. The cost of any required investigation, remediation, removal, mitigation, compliance, fines, or personal or property damages and our liability therefore could exceed the property's value and/or our assets' value. The presence of such substances, or the failure to properly dispose of or remediate the damage caused by such substances, may adversely affect our ability to sell such property, to attract additional residents, retain existing residents, to borrow using such property as collateral, or to develop or redevelop such property. Such laws impose liability for investigation, remediation, removal, and mitigation costs on persons who disposed of or arranged for the disposal of hazardous substances at third-party sites. Such laws and regulations often impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence, release, or disposal of such substances as well as without regard to whether such release or disposal was in compliance with law at the time it occurred. Moreover, the imposition of such liability upon us could be joint and several, which means we could be required to pay for the cost of cleaning up contamination caused by others who have become insolvent or otherwise judgment proof. We do not believe that we have incurred such liabilities that would have a material adverse effect on our business, financial condition, results of operations, and cash flow.

Federal regulations require building owners and those exercising control over a building's management to identify and warn, via signs and labels, their employees and certain other employers operating in the building of potential hazards posed by workplace exposure to installed asbestos-containing materials and potential asbestos-containing materials in their buildings. The regulations also set forth employee training, record-keeping requirements, and sampling protocols pertaining to asbestos-containing materials and potential asbestos-containing materials. Significant fines can be assessed for violation of these regulations. Building owners and those exercising control over a building's management may be subject to an increased risk of personal injury lawsuits by workers and others exposed to asbestos-containing materials and potential asbestos-containing materials. The regulations may affect the value of a building containing asbestos-containing materials and potential asbestos-containing materials in which we have invested. Federal, state, and local laws and regulations also govern the removal, encapsulation, disturbance, handling, and/or disposal of asbestos-containing materials and potential asbestos-containing materials when such materials are in poor condition or in the event of construction, remodeling, renovation, or demolition of a building. Such laws may impose liability for improper handling or a release to the environment of asbestos-containing materials and potential asbestos-containing materials and may provide for fines to, and for third parties to seek recovery from, owners or

Due to the average age and prevalence of chronic medical conditions among our residents, they generally are at disproportionately higher risk of becoming severely ill from COVID-19. Upon confirmation of positive COVID-19 exposure at a community, we take actions intended to minimize further exposure, including enhanced personal protection protocols, temporarily isolating residents or finding placement in an alternate care setting to best address their care needs, and in some cases, restricting new resident admissions as directed by authorities having jurisdiction. We may also restrict visitors at our communities, screen associates and permitted visitors, suspend group outings or programming, and modify communal dining as necessary to comply with regulatory requirements or at the direction of authorities having jurisdiction. At the onset of the pandemic, substantial restrictions at our communities were in place across our portfolio. We began easing restrictions on a community-by-community basis in July 2020 where regulatory requirements and guidance allowed. As of December 31, 2020, 89% of our communities were open for new resident move-ins. During 2021, various communities experienced restrictions on new resident move-ins, with a peak of such restrictions occurring in September 2021. As of January 31, 2022, substantially all of our communities were open for new resident move-ins. We may revert to more restrictive measures at our communities, including restrictions on visitors and move-ins, if the pandemic worsens, as a result of infections at a community, as necessary to comply with regulatory requirements, or at the direction of authorities having jurisdiction.

We believe potential residents and their families have been more cautious, or temporarily delayed their decision, regarding moving into senior living communities during the pandemic, and such caution may persist for some time. From March 2020 through February 2021, we lost 1,330 basis points of weighted average consolidated senior housing occupancy. We continue to execute on key initiatives to rebuild occupancy lost due to the pandemic. In 2021, we achieved ten consecutive months of weighted average consolidated senior housing occupancy growth on a sequential basis. During the latter half of 2021, we believe the nationwide spread of the Delta variant caused some moderation in our sequential monthly occupancy growth rate as some potential residents and their families were more cautious, or temporarily delayed their decision regarding moving into senior living communities in certain areas as the Delta variant spread. We cannot predict with reasonable certainty when our occupancy will return to pre-COVID-19 pandemic levels or the extent to which the pandemic’s effect on occupancy may adversely affect the amount of resident fees we are able to collect from our residents. Our efforts to adapt our sales and marketing efforts to meet demand may not be successful. In addition, expanded use of telemedicine and home healthcare by seniors, for which regulatory barriers have been relaxed during the pandemic, may result in less demand for our services.

We continue to seek opportunities to preserve and enhance our liquidity, including through increasing our RevPAR, maintaining expense discipline, continuing to evaluate our financing structure and the state of debt markets, monetizing non-strategic or underperforming owned assets, and seeking further government-sponsored financial relief related to the COVID-19 pandemic. There is no assurance that debt financing will continue to be available on terms consistent with our expectations or at all, or that our efforts will be successful in seeking further government-sponsored financial relief or regarding the amount of, or conditions required to qualify for, any such relief. Grants received from the Provider Relief Fund are subject to the terms and conditions of the program, including that such funds may only be used to prevent, prepare for, and respond to COVID-19 and will reimburse only for healthcare related expenses or lost revenues that are attributable to COVID-19 and have not been reimbursed from other sources or that other sources are not obligated to reimburse. We cannot provide assurance that additional restrictions on the permissible uses or terms and conditions of the grants will not be imposed by HHS. The program requires us to report to HHS on our use of the grants, and our reporting is subject to audit. Additionally, there can be no assurance that we will qualify for, or receive, future grants in the amounts we expect or at all or the timing of any such grants.

The ultimate impacts of COVID-19 on our business, results of operations, cash flow, liquidity, and stock price will depend on many factors, some of which cannot be foreseen, including the duration, severity, and breadth of the pandemic and any resurgence or variants of the disease; the impact of COVID-19 on the nation’s economy and debt and equity markets and the local economies in our markets; the development, availability, utilization, and efficacy of COVID-19 testing, therapeutic agents, and vaccines and the prioritization of such resources among businesses and demographic groups; government financial and regulatory relief efforts that may become available to business and individuals, including our ability to qualify for and satisfy the terms and conditions of financial relief; perceptions regarding the safety of senior living communities during and after the pandemic; changes in demand for senior living communities and our ability to adapt our sales and marketing efforts to meet that demand; the impact of COVID-19 on our residents’ and their families’ ability to afford our resident fees, including due to changes in unemployment rates, consumer confidence, housing markets, and equity markets caused by COVID-19; changes in the acuity levels of our new residents; the disproportionate impact of COVID-19 on seniors generally and those residing in our communities; the duration and costs of our response efforts, including increased equipment, supplies, labor, litigation, testing, vaccination clinic, health plan, and other expenses; potentially greater use of contract labor and overtime due to COVID-19 and general labor market conditions; the impact of COVID-19 on our ability to complete financings and refinancings of various assets or other transactions or to generate sufficient cash flow to cover required debt, interest, and lease payments and to satisfy financial and other covenants in our debt and lease documents; increased regulatory requirements, including the costs of unfunded, mandatory testing of residents and associates and provision of test kits to our health plan participants; increased enforcement actions resulting from COVID-19; government action that may limit our collection or discharge efforts for delinquent accounts; and the frequency and magnitude of legal actions and liability claims that may arise due to COVID-19 or our response efforts.

We have a high concentration of communities in various geographic areas, including the states of California, Florida, and Texas. As a result of this concentration, the conditions of local economies and real estate markets, changes in governmental regulations, acts of nature, and other factors that may result in a decrease in demand for senior living services in these areas could have an adverse effect on our financial condition, revenues, results of operations, and cash flow. Given the location of our communities, we are particularly susceptible to revenue loss, cost increase, or damage caused by severe weather conditions or natural disasters such as hurricanes, wildfires, earthquakes, or tornados. Any significant loss due to a natural disaster may not be covered by insurance and may lead to an increase in the cost of insurance or unavailability on acceptable terms. Climate change may also have effects on our business by increasing the cost of property insurance or making coverage unavailable on acceptable terms. To the extent that significant changes in the climate occur in areas where our communities are located, we may experience increased frequency of severe weather conditions or natural disasters or other changes to weather patterns, all of which may result in physical damage to or a decrease in demand for properties affected by these conditions. Should the impact of climate change be material in nature or occur for lengthy periods of time, our financial condition, revenues, results of operations, or cash flow may be adversely affected. In addition, government regulation intended to mitigate the impact of climate change, severe weather patterns, or natural disasters could result in additional required capital expenditures to comply with such regulation without a corresponding increase in our revenues.

During 2022, we expect to close on the disposition of two owned unencumbered communities classified as held for sale as of December 31, 2021 and the termination of our lease obligations on two communities for which we have provided notice of non-renewal. Over the longer term, we may dispose of owned or leased communities through asset sales and lease terminations and expirations. The closings of any such transactions, or those that we identify in the future, generally are or will be subject to closing conditions, which may include the receipt of regulatory approvals, and we cannot provide assurance that any such transactions will close or, if they do, when the actual closings will occur. The sales price for pending or future dispositions may not meet our expectations due to the underlying performance of such communities or conditions beyond our control, and we may be required to take impairment charges in connection with such sales if the carrying amounts of such assets exceed the proposed sales prices, which could adversely affect our financial condition and results of operations. Further, we cannot provide assurance that we will be successful in identifying and pursuing disposition opportunities on terms that are acceptable to us, or at all. We may be required to pay significant amounts to restructure or terminate leases and we may be required to take charges in connection with such activity, which could adversely affect our financial condition and results of operations.

The amount of mortgage financing available for our communities is generally dependent on their appraised values and performance. Decreases in the appraised values of our communities, including due to adverse changes in real estate market conditions, or their performance, has resulted, and could continue to result, in available mortgage refinancing amounts that are less than the communities' maturing indebtedness. In addition, our inability to satisfy underwriting criteria for individual communities may limit our access to our historical lending sources for such communities, including Fannie Mae and Freddie Mac. Due to lower operating performance of our communities, generally, resulting from the COVID-19 pandemic, during 2021 we sought and obtained non-agency mortgage financings to partially refinance maturing Freddie Mac and Fannie Mae indebtedness. Until our communities’ performance recovers, we plan to refinance maturities using non-agency financing, and we expect our loan proceeds from such financing generally will be insufficient to fully cover maturing mortgage indebtedness. We cannot provide assurance that such non-agency mortgage financing will continue to be available as an alternative to Fannie Mae and Freddie Mac financing. We have pre-paid substantially all of our 2022 maturities. Our inability to obtain refinancing proceeds sufficient to cover 2023 and later maturing indebtedness could adversely impact our liquidity, and may cause us to seek additional alternative sources of financing, which may be less attractive or unavailable.

We have significant indebtedness and lease obligations, and we intend to continue financing our communities through mortgage financing, long-term leases, and other types of financing. Our required lease payments are generally subject to an escalator that is either fixed or tied to changes in the consumer price index or leased property revenue. We cannot give any assurance that we will generate sufficient cash flow from operations to cover required interest, principal, and lease payments. Any non-payment or other default under our financing arrangements could, subject to cure provisions, cause the lender to foreclose upon the community or communities securing such indebtedness or, in the case of a lease, cause the lessor to terminate the lease, each with a consequent loss of revenue and asset value to us. In some cases, indebtedness is secured by both a mortgage on a community (or communities) and a guaranty by us and/or one or more of our subsidiaries. In the event of a default under one of these scenarios, the lender could avoid judicial procedures required to foreclose on real property by declaring all amounts outstanding under the guaranty immediately due and payable, and requiring the respective guarantor to fulfill its obligations to make such payments. The realization of any of these scenarios would have an adverse effect on our financial condition and capital structure. Because many of our outstanding debt and lease documents contain cross-default and cross-collateralization provisions, a default by us related to one community could affect a significant number of our other communities and their corresponding financing arrangements and leases (including documents with other lenders or lessors). In the event of such a default, we may not be able to obtain a waiver from the lender or lessor on terms acceptable or favorable to us, or at all, which would have a negative impact on our capital structure and financial condition.

Our success depends on our ability to attract and retain qualified management and other associates who are responsible for the day-to-day operations of each of our communities. We compete with various healthcare service providers, other senior living providers, and hospitality and food services companies in attracting and retaining qualified associates. If we fail to attract and retain qualified associates, our ability to conduct our business operations effectively, our overall operating results, and cash flow could be harmed. During 2021, we experienced pressures associated with the intensely competitive labor environment, including increased associate turnover and difficulty in timely filling open positions. Continued increased competition for, or a shortage of, nurses or other associates, including due to the COVID-19 pandemic, general labor market conditions, low levels of unemployment, or general inflationary pressures, have required and may require that we enhance our pay and benefits package to compete effectively for such associates. In addition, we have experienced and may continue to experience wage pressures due to minimum wage and minimum salary threshold increases mandated by state and local laws. Due to the intensively competitive labor market, our use of more expensive contract labor and overtime to cover open positions increased during 2021. Third-party staffing agencies from which we source contract labor have increased the rates they charge which has resulted in, and may further result in, increases in the cost of contract labor. If we are unable to timely fill open positions, our

Under various federal, state, and local environmental laws, a current or previous owner or operator of real property, such as us, may be held liable in certain circumstances for the costs of investigation, removal, or remediation of, or related to the release of, certain hazardous or toxic substances, that could be located on, in, at, or under a property, regardless of how such materials came to be located there. The cost of any required investigation, remediation, removal, mitigation, compliance, fines, or personal or property damages and our liability therefore could exceed the property's value and/or our assets' value. In addition, the presence of such substances, or the failure to properly dispose of or remediate the damage caused by such substances, may adversely affect our ability to sell such property, to attract additional residents and retain existing residents, to borrow using such property as collateral, or to develop or redevelop such property. Such laws impose liability, which may be joint and several, for investigation, remediation, removal, and mitigation costs on persons who disposed of or arranged for the disposal of hazardous substances at third-party sites. Such laws and regulations often impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence, release, or disposal of such substances as well as without regard to whether such release or disposal was in compliance with law at the time it occurred. Although we do not believe that we have incurred such liabilities as would have a material adverse effect on our business, financial condition, and results of operations, we could be subject to substantial future liability for environmental contamination that we have no knowledge about as of the date of this report and/or for which we may not be at fault.

We have been and are currently involved in litigation and claims incidental to the conduct of our business, which we believe are generally comparable to other companies in the senior living and healthcare industries, including, but not limited to, putative class action claims from time to time regarding staffing at our communities and compliance with consumer protection laws and the Americans with Disabilities Act. Certain claims and lawsuits allege large damage amounts and may require significant costs to defend and resolve. As a result, we maintain general liability, professional liability, and other insurance policies in amounts and with coverage and deductibles we believe are appropriate, based on the nature and risks of our business, historical experience, availability, and industry standards. Our current policies provide for deductibles for each claim and contain various exclusions from coverage. We use our wholly-owned captive insurance company for the purpose of insuring certain portions of our risk retention under our general and professional liability insurance programs. Accordingly, we are, in effect, self-insured for claims that are less than the deductible amounts and for claims that exceed the funding level of our captive, and for claims or portions of claims that are not covered by such policies and/or exceed the policy limits. If we experience a greater number of losses than we anticipate, or if certain claims are not covered by insurance, our results of operations and financial condition could be adversely affected.

If a successful claim is made against us and it is not covered by our insurance or exceeds the policy limits, our financial condition and results of operations could be materially and adversely affected. In some states, state law may prohibit or limit insurance coverage for the risk of punitive damages arising from professional liability and general liability claims and/or litigation. As a result, we may be liable for punitive damage awards in these states that either are not covered or are in excess of our insurance policy limits. Also, our insurance policies' deductibles, or self-insured retention, are accrued based on an actuarial projection of future liabilities. If these projections are inaccurate and if there is an unexpectedly large number of successful claims that result in liabilities in excess of our accrued reserves, our operating results could be negatively affected. Claims against us, regardless of their merit or eventual outcome, also could have a material adverse effect on our ability to attract residents or expand our business and could require our management to devote time to matters unrelated to the day-to-day operation of our business. We also have to renew our policies every year and negotiate terms for coverage, exposing us to the volatility of the insurance markets, including the possibility of rate increases and changes in coverage and other terms. There can be no assurance that we will be able to obtain liability insurance in the future or, if available, that such coverage will be available on acceptable terms.

The intensified regulatory and enforcement environment impacts providers like us because of the increase in the number of inspections or surveys by governmental authorities and consequent citations for failure to comply with regulatory requirements. We also expend considerable resources to respond to federal and state investigations or other enforcement action. From time to time in the ordinary course of business, we receive survey reports from state or federal regulatory bodies citing deficiencies resulting from such inspections or surveys. Although most inspection deficiencies are resolved through a plan of corrective action, the reviewing agency may have the authority to take further action against a licensed or certified community, which could result in the imposition of fines, imposition of a provisional or conditional license, suspension or revocation of a license, suspension or denial of admissions, loss of certification as a provider under federal reimbursement programs, or imposition of other sanctions, including criminal penalties. Furthermore, certain states may allow citations in one community to impact other communities in the state. Revocation or suspension of a license, or a citation, at a given community could therefore impact our ability to obtain new licenses or to renew existing licenses at other communities, which may also cause us to default under our debt and lease documents and/or trigger cross-defaults. The failure to comply with applicable legal and regulatory requirements could result in a material adverse effect to our business as a whole.

General economic conditions, such as inflation, the consumer price index, commodity costs, fuel and other energy costs, competition in the labor market, costs of salaries, wages, benefits and insurance, interest rates, and tax rates, affect our facility operating, facility lease, general and administrative and other expenses, and we have no control or limited ability to control such factors. Current global economic conditions and uncertainties, including due to the COVID-19 pandemic, the potential for failures or realignments of financial institutions, and the related impact on available credit may affect us and our business partners, landlords, counterparties, and residents or prospective residents in an adverse manner including, but not limited to, reducing access to liquid funds or credit, increasing the cost of credit, limiting our ability to manage interest rate risk, increasing the risk that certain of our business partners, landlords or counterparties would be unable to fulfill their obligations to us, and other impacts which we are unable to fully anticipate. In addition to the impact of the COVID-19 pandemic on our occupancy, seasonal contagious illnesses such as cold and flu, which typically more severely impact seniors than the general population may negatively affect our occupancy. The continued COVID-19 pandemic, severe cold and flu season, or an outbreak of other contagious disease in the markets in which we operate could result in a regulatory ban on admissions, decreased occupancy, and otherwise adversely affect our business.

In the future, we may attempt to increase our capital resources by offering additional debt or equity securities, including commercial paper, medium-term notes, senior or subordinated notes, convertible securities, series of preferred shares, or shares of our common stock. Upon liquidation, holders of our debt securities and preferred stock, and lenders with respect to other borrowings, would receive a distribution of our available assets prior to the holders of our common stock. We may issue all of the shares of our common stock that are authorized but unissued (and not otherwise reserved for issuance under our stock incentive plan or purchase plans, outstanding warrants, or outstanding convertible senior notes) without any action or approval by our stockholders. Additional equity offerings may dilute the economic and voting rights of our existing stockholders or reduce the market price of our common stock, or both. Shares of our preferred stock, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit our ability to pay dividends to the holders of our common stock. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing, or nature of our future offerings. Thus, holders of our common stock bear the risk of our future offerings reducing the market price of our common stock and diluting their shareholdings in us.

•On the Effective Date the parties entered into the Amended and Restated Master Lease and Security Agreement (the "Master Lease") and Amended and Restated Guaranty (the "Guaranty"), which amended and restated the prior Master Lease and Security Agreement and prior Guaranty, each dated as of April 26, 2018 and as amended from time to time. Pursuant to the Master Lease, we continue to lease 120 communities (10,174 units) for an aggregate initial annual minimum rent of approximately $100.0 million, which reflects a reduction of approximately $83 million of annual minimum rent in effect prior to the transaction. Effective on January 1 of each lease year, beginning January 1, 2022, the annual minimum rent is subject to a 3% escalator. The initial term of the Master Lease ends December 31, 2025, with two 10-year extension options available to us. The annual minimum rent for the initial lease year of any such renewal term will be the greater of the fair market rental of the communities or the increased annual minimum rent for such lease year applying the foregoing 3% escalator. The Master Lease removed the prior provision that would have automatically extended the initial term in the event of the consummation of a change of control transaction by us. The Master Lease requires us to spend (or escrow with Ventas) a minimum of $1,500 per unit on a community-level basis and $3,600 per unit on an aggregate basis of all communities, in each case per 24-month period ending December 31 during the lease term, commencing with the 24-month period ended December 31, 2021. In addition, Ventas agreed to fund costs associated with certain pre-approved capital expenditure projects in the aggregate amount of up to $37.8 million. Upon disbursement of such expenditures, the annual minimum rent under the Master Lease will increase by the amount of the disbursement multiplied by 50% of the sum of the then current 10-year treasury note rate and 4.5%. The transaction agreements with Ventas further provide that the Master Lease and certain other agreements between the parties will be cross-defaulted.

•On the Effective Date, we issued to Ventas a warrant (the "Warrant") to purchase 16.3 million shares of our common stock, $0.01 par value per share, at a price per share of $3.00. The Warrant is exercisable at Ventas’ option at any time and from time to time, in whole or in part, until December 31, 2025. The exercise price and the number of shares issuable on exercise of the Warrant are subject to certain anti-dilution adjustments, including for cash dividends, stock dividends, stock splits, reclassifications, non-cash distributions, certain repurchases of common stock and business combination transactions. To the extent that the number of shares owned by Ventas (including shares underlying the Warrant) would be more than 9.6% of the total combined voting power of all our classes of capital stock or of the total value of shares of all our classes of capital stock (the "Ownership Cap") (other than as a result of actions taken by Ventas), we would generally be required to repurchase the number of shares necessary to avoid Ventas exceeding the Ownership Cap unless Ventas makes an election to require us to pay Ventas cash in lieu of issuing shares pursuant to the Warrant in excess of the Ownership Cap. The Warrant and the shares issuable upon exercise thereof have not been registered under the Securities Act of 1933, as amended, and were issued in a private placement pursuant to Section 4(a)(2) thereof. On the Effective Date, the parties entered into a Registration Rights Agreement, pursuant to which Ventas and its permitted transferees are entitled to certain registration rights. Pursuant to the terms of the agreement, we filed a shelf registration statement with the SEC with respect to the shares of common stock underlying the Warrant, which was declared effective on August 17, 2020. Ventas is entitled to customary underwritten offering, piggyback, and additional demand registration rights with respect to the shares underlying the Warrant.

•Master Lease Transactions. Pursuant to the MTCA, on January 31, 2020, the parties amended and restated our existing master lease pursuant to which we continued to lease 25 communities (2,711 units) from Healthpeak, and we acquired 18 formerly leased communities (2,014 units) from Healthpeak, at which time the 18 communities were removed from the master lease. At the closing, we paid $405.5 million to acquire such communities and to reduce our annual rent under the amended and restated master lease. We funded the community acquisitions with $192.6 million of non-recourse mortgage financing and the proceeds from the multi-part transaction. In addition, Healthpeak agreed to terminate the lease for one leased community (159 units), which occurred during December 2020. With respect to the continuing 24 communities (2,552 units), our amended and restated master lease: (i) has an initial term to expire on December 31, 2027, subject to two extension options at our election for ten years each, which must be exercised with respect to the entire pool of leased communities; (ii) the initial annual base rent for the 24 communities is $41.7 million and is subject to an escalator of 2.4% per annum on April 1st of each year; and (iii) Healthpeak agreed to make available up to $35.0 million for capital expenditures for a five-year period related to the 24 communities at an initial lease rate of 7.0%. As a result of the community acquisition transaction, we recognized a $19.7 million gain on debt extinguishment during the year ended December 31, 2020 and derecognized the $105.1 million carrying amount of financing lease obligations for eight communities which were previously subject to sale-leaseback transactions in which we were deemed to have continuing involvement. During March 2020, we obtained $30.0 million of additional non-recourse mortgage financing on the acquired communities.

•Senior housing operating results and data presented on a same community basis reflect results and data of a consistent population of communities by excluding the impact of changes in the composition of our portfolio of communities. The operating results exclude natural disaster expense and related insurance recoveries. We define our same community portfolio as communities consolidated and operational for the full period in both comparison years. Consolidated communities excluded from the same community portfolio include communities acquired or disposed of since the beginning of the prior year, communities classified as assets held for sale, certain communities planned for disposition, certain communities that have undergone or are undergoing expansion, redevelopment, and repositioning projects, and certain communities that have experienced a casualty event that significantly impacts their operations. Our management uses same community operating results and data for decision making, and we believe such results and data provide useful information to investors, because it enables comparisons of revenue, expense, and other operating measures for a consistent portfolio over time without giving effect to the impacts of communities that were not consolidated and operational for the comparison periods, communities acquired or disposed during the comparison periods (or planned for disposition), and communities with results that are or likely will be impacted by completed or in-process development-related capital expenditure projects. As presented herein, same community results include the direct costs incurred to respond to the COVID-19 pandemic.

The decrease in facility operating expense was primarily attributable to a $216.4 million decrease in facility operating expenses for the Health Care Services segment, primarily due to deconsolidation of results of the segment effective July 1, 2021, which resulted in a $186.4 million decrease in facility operating expenses. Additionally, the disposition of communities since the beginning of the prior year resulted in $40.2 million less in facility operating expense during the year ended December 31, 2021 compared to the prior year. Same community facility operating expense decreased 0.6% which was primarily due to a $52.9 million decrease in non-labor incremental direct costs to respond to the COVID-19 pandemic. The decrease in same community facility operating expense was partially offset by a $30.2 million, or 2.6%, increase in our same community labor expense primarily resulting from an increase in the use of contract labor and overtime to cover open positions, offset by decreases in incremental direct labor costs to respond to the COVID-19 pandemic and decreases in employee benefit expense and workers compensation expense due to lower claims. For the year ended December 31, 2022, we expect our same community labor expense will grow at a higher percentage as a result of an increase in our labor costs near the end of 2021, merit and market wage rate adjustments, and an anticipated increase in hours worked as our occupancy levels grow. Facility operating expense for the years ended December 31, 2021 and 2020 includes $47.7 million and $125.5 million, respectively, of incremental direct costs to respond to the COVID-19 pandemic.

Our actual liquidity and capital funding requirements depend on numerous factors, including our operating results, our actual level of capital expenditures, general economic conditions, and the cost of capital, as well as other factors described in "Item 1A. Risk Factors." The amount of mortgage financing available for our communities is generally dependent on their appraised values and performance. In addition, our inability to satisfy underwriting criteria for individual communities may limit our access to our historical lending sources for such communities, including Fannie Mae and Freddie Mac. Due to lower operating performance of our communities, generally, resulting from the COVID-19 pandemic, during 2021 we sought and obtained non-agency mortgage financings to partially refinance maturing Freddie Mac and Fannie Mae indebtedness. Until our communities’ performance recovers, we plan to refinance maturities using non-agency financing, and we expect our loan proceeds from such financing generally will be insufficient to fully cover maturing mortgage indebtedness. We have pre-paid substantially all of our 2022 maturities. Our inability to obtain refinancing proceeds sufficient to cover 2023 and later maturing indebtedness could adversely impact our liquidity, and may cause us to seek additional alternative sources of financing, which may be less attractive or unavailable. Shortfalls in cash flows from estimated operating results or other principal sources of liquidity may have an adverse impact on our ability to fund our planned capital expenditures, or to pursue any acquisition, investment, development, or potential lease restructuring opportunities that we identify, or to fund investments to support our 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.

The Notes bear interest at 2.00% per year, payable semi-annually in arrears in cash on April 15 and October 15 of each year, beginning on April 15, 2022. The Notes will mature on October 15, 2026, unless earlier converted, redeemed or repurchased in accordance with their terms. Holders of the Notes may convert all or any portion of their Notes at their option at any time prior to the close of business on the business day immediately preceding July 15, 2026, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2021 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the "measurement period") in which the trading price per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate for the Notes on each such trading day; (3) if we call any or all of the Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date, but only with respect to the Notes called (or deemed called) for redemption; or (4) upon the occurrence of specified corporate events. On or after July 15, 2026, holders may convert all or any portion of their Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date regardless of the foregoing conditions. Upon conversion, we will satisfy our conversion obligation by paying or delivering, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock at our election.


			Evaluation of Property, Plant and Equipment and Leasehold Intangibles, Net and Operating Lease Right-of-Use Assets for Impairment
Description of the Matter			As of December 31, 2021, the Company's consolidated balance sheet included property, plant and equipment and leasehold intangibles, net and operating lease right-of-use assets of $4.9 billion and $0.6 billion, respectively. As discussed in Notes 2 and 5 to the consolidated financial statements, property, plant and equipment and leasehold intangibles, net and operating lease right-of-use assets are routinely evaluated for indicators of impairment. For property, plant and equipment and leasehold intangibles, net and operating lease right-of-use assets with indicators of impairment, the Company compares the estimated undiscounted future cash flows of each long-lived asset group to its carrying amount. If the long-lived asset group's carrying amount exceeds its estimated undiscounted future cash flows, the fair value of the long-lived asset group is then estimated by management and compared to its carrying amount. An impairment charge is recognized on these long-lived assets when carrying amount exceeds fair value. Auditing management's evaluation of property, plant and equipment and leasehold intangibles, net and operating lease right-of-use assets for impairment was complex and involved a high degree of subjectivity due to the significant estimation required to determine the estimated undiscounted future cash flows and fair values of long-lived asset groups where indicators of impairment were determined to be present. In particular, the future cash flows and fair value estimates were sensitive to significant assumptions including the estimation of revenue and expense growth rates and capitalization rates, which are affected by expectations about future market or economic conditions.
How We Addressed the Matter in Our Audit			We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company's process to evaluate property, plant and equipment and leasehold intangibles, net and operating lease right-of-use assets for impairment, including controls over management's review of the significant assumptions described above. To test the Company's evaluation of long-lived asset groups for impairment, we performed audit procedures that included, among others, assessing the methodologies used to estimate future cash flows and estimate fair values, testing the significant assumptions used to develop the estimates of future cash flows and fair values, and testing the completeness and accuracy of the underlying data used by the Company in its analysis. We compared the significant assumptions used by management to current industry and economic trends and evaluated whether changes to the Company's business and other relevant factors would affect the significant assumptions. The evaluation of the Company's methodology and key assumptions was performed with the assistance of our valuation specialists. We assessed the historical accuracy of the Company's estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the undiscounted future cash flows and fair values of the long-lived asset groups that would result from changes in the key assumptions.


	December 31,
	2021		2020
Assets
Current assets
Cash and cash equivalents	$	347,031	$	380,420
Marketable securities	182,393		172,905
Restricted cash	26,845		28,059
Accounts receivable, net	51,137		109,221
Assets held for sale	3,642		16,061
Prepaid expenses and other current assets, net	87,946		66,937
Total current assets	698,994		773,603
Property, plant and equipment and leasehold intangibles, net	4,904,292		5,068,060
Operating lease right-of-use assets	630,423		788,138
Restricted cash	64,438		56,669
Investment in unconsolidated ventures	67,424		4,898
Goodwill	27,321		154,131
Deferred tax asset	279		—
Other assets, net	17,296		56,259
Total assets	$	6,410,467	$	6,901,758
Liabilities and Equity
Current liabilities
Current portion of long-term debt	$	63,125	$	68,885
Current portion of financing lease obligations	22,151		19,543
Current portion of operating lease obligations	148,642		146,226
Trade accounts payable	76,125		71,233
Accrued expenses	254,831		287,851
Refundable fees and deferred revenue	67,080		96,995
Total current liabilities	631,954		690,733
Long-term debt, less current portion	3,778,087		3,847,103
Financing lease obligations, less current portion	532,136		543,764
Operating lease obligations, less current portion	681,876		819,429


Deferred tax liability	—		9,557
Other liabilities	86,791		188,443
Total liabilities	5,710,844		6,099,029
Preferred stock, $0.01 par value, 50,000,000 shares authorized at December 31, 2021 and 2020; no shares issued and outstanding	—		—
Common stock, $0.01 par value, 400,000,000 shares authorized at December 31, 2021 and 2020; 197,485,318 and 198,331,663 shares issued and 186,957,793 and 187,804,138 shares outstanding (including 1,549,059 and 4,349,421 unvested restricted shares), respectively	1,975		1,983
Additional paid-in-capital	4,208,675		4,212,409
Treasury stock, at cost; 10,527,525 shares at December 31, 2021 and 2020	(102,774)		(102,774)
Accumulated deficit	(3,410,474)		(3,311,184)
Total Brookdale Senior Living Inc. stockholders' equity	697,402		800,434
Noncontrolling interest	2,221		2,295
Total equity	699,623		802,729
Total liabilities and equity	$	6,410,467	$	6,901,758


	For the Years Ended December 31,
	2021		2020		2019
Revenue
Resident fees	$	2,543,848	$	2,892,567	$	3,209,931
Management fees	20,598		130,690		57,108
Reimbursed costs incurred on behalf of managed communities	181,445		401,189		790,049
Other operating income	12,368		115,749		—
Total revenue and other operating income	2,758,259		3,540,195		4,057,088

Expense
Facility operating expense (excluding facility depreciation and amortization of $313,830, $334,768, and $349,215, respectively)	2,075,863		2,341,859		2,390,495
General and administrative expense (including non-cash stock-based compensation expense of $16,270, $20,747, and $23,026, respectively)	184,916		206,575		219,289
Facility operating lease expense	174,358		224,033		269,666
Depreciation and amortization	337,613		359,226		379,433
Asset impairment	23,003		107,308		49,266
Loss (gain) on facility operating lease termination, net	(2,003)		(2,303)		3,388
Costs incurred on behalf of managed communities	181,445		401,189		790,049
Total operating expense	2,975,195		3,637,887		4,101,586
Income (loss) from operations	(216,936)		(97,692)		(44,498)

Interest income	1,349		4,799		9,859
Interest expense:
Debt	(141,409)		(153,817)		(177,718)
Financing lease obligations	(46,282)		(48,534)		(66,353)
Amortization of deferred financing costs	(7,449)		(6,428)		(4,270)
Gain (loss) on debt modification and extinguishment, net	(1,932)		10,896		(5,247)
Equity in earnings (loss) of unconsolidated ventures	10,394		(2,107)		(4,544)
Gain (loss) on sale of assets, net	288,835		374,532		7,245
Other non-operating income (loss)	5,903		5,648		14,765
Income (loss) before income taxes	(107,527)		87,297		(270,761)
Benefit (provision) for income taxes	8,163		(5,352)		2,269
Net income (loss)	(99,364)		81,945		(268,492)
Net (income) loss attributable to noncontrolling interest	74		74		561
Net income (loss) attributable to Brookdale Senior Living Inc. common stockholders	$	(99,290)	$	82,019	$	(267,931)

Net income (loss) per share attributable to Brookdale Senior Living Inc. common stockholders:
Basic	$	(0.54)	$	0.45	$	(1.44)
Diluted	$	(0.54)	$	0.44	$	(1.44)
Weighted average common shares outstanding:
Basic	184,975		183,498		185,907
Diluted	184,975		184,386		185,907


	For the Years Ended December 31,
	2021		2020		2019
Total equity, balance at beginning of period	$	802,729	$	698,725	$	1,018,413
Common stock:
Balance at beginning of period	$	1,983	$	1,996	$	1,968
Issuance of common stock under Associate Stock Purchase Plan	—		2		2
Restricted stock and restricted stock units, net	(1)		(9)		31
Shares withheld for employee taxes	(7)		(6)		(5)

Balance at end of period	$	1,975	$	1,983	$	1,996
Additional paid-in-capital:
Balance at beginning of period	$	4,212,409	$	4,172,099	$	4,151,147
Compensation expense related to restricted stock grants	16,270		20,747		23,026
Issuance of common stock under Associate Stock Purchase Plan	699		638		1,160
Purchase of capped call transactions	(15,916)		—		—
Issuance of warrants	—		22,883		—
Restricted stock and restricted stock units, net	1		9		(31)
Shares withheld for employee taxes	(4,813)		(4,037)		(3,308)
Other, net	25		70		105
Balance at end of period	$	4,208,675	$	4,212,409	$	4,172,099
Treasury stock:
Balance at beginning of period	$	(102,774)	$	(84,651)	$	(64,940)
Purchase of treasury stock	—		(18,123)		(19,711)
Balance at end of period	$	(102,774)	$	(102,774)	$	(84,651)
Accumulated deficit:
Balance at beginning of period	$	(3,311,184)	$	(3,393,088)	$	(3,069,272)
Cumulative effect of change in accounting principle	—		(115)		(55,885)
Net income (loss)	(99,290)		82,019		(267,931)

Balance at end of period	$	(3,410,474)	$	(3,311,184)	$	(3,393,088)
Noncontrolling interest:
Balance at beginning of period	$	2,295	$	2,369	$	(490)
Net income (loss) attributable to noncontrolling interest	(74)		(74)		(561)
Noncontrolling interest contribution	—		—		6,566
Noncontrolling interest distribution	—		—		(3,146)
Balance at end of period	$	2,221	$	2,295	$	2,369
Total equity, balance at end of period	$	699,623	$	802,729	$	698,725
Common stock share activity
Outstanding shares of common stock:
Balance at beginning of period	187,804		192,129		192,356
Issuance of common stock under Associate Stock Purchase Plan	124		224		181
Restricted stock and restricted stock units, net	(159)		(830)		3,073
Shares withheld for employee taxes	(811)		(656)		(476)
Purchase of treasury stock	—		(3,063)		(3,005)
Balance at end of period	186,958		187,804		192,129


	For the Years Ended December 31,
	2021		2020		2019
Cash Flows from Operating Activities
Net income (loss)	$	(99,364)	$	81,945	$	(268,492)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Loss (gain) on debt modification and extinguishment, net	1,932		(10,896)		5,247
Depreciation and amortization, net	345,062		365,654		383,703
Asset impairment	23,003		107,308		49,266
Equity in (earnings) loss of unconsolidated ventures	(10,394)		2,107		4,544
Distributions from unconsolidated ventures from cumulative share of net earnings	6,191		766		3,472

Amortization of entrance fees	(1,758)		(2,122)		(1,634)
Proceeds from deferred entrance fee revenue	3,562		734		3,544
Deferred income tax (benefit) provision	(9,837)		(5,840)		(2,654)
Operating lease expense adjustment	(23,280)		(136,276)		(19,453)
Loss (gain) on sale of assets, net	(288,835)		(374,532)		(7,245)
Loss (gain) on facility operating lease termination, net	(2,003)		(2,303)		3,388
Non-cash stock-based compensation expense	16,270		20,747		23,026

Non-cash management contract termination gain	—		—		(969)
Other	(4,689)		(2,777)		(8,700)
Changes in operating assets and liabilities:
Accounts receivable, net	502		24,277		292
Prepaid expenses and other assets, net	(15,483)		24,707		55,873

Trade accounts payable and accrued expenses	(54,032)		27,294		(12,984)
Refundable fees and deferred revenue	(10,066)		62,614		(25,117)
Operating lease assets and liabilities for lessor capital expenditure reimbursements	30,965		22,242		31,305
Operating lease assets and liabilities for lease termination	(2,380)		—		—
Net cash provided by (used in) operating activities	(94,634)		205,649		216,412
Cash Flows from Investing Activities
Change in lease security deposits and lease acquisition deposits, net	(100)		3,569		(859)
Purchase of marketable securities	(362,257)		(378,269)		(186,224)
Sale and maturities of marketable securities	352,988		275,000		134,000
Capital expenditures, net of related payables	(176,657)		(185,871)		(304,092)
Acquisition of assets, net of related payables and cash received	—		(472,193)		(497)
Investment in unconsolidated ventures	(5,436)		(4,082)		(4,346)
Distributions received from unconsolidated ventures	37,113		—		9,635
Proceeds from sale of assets, net	334,006		331,316		92,735
Proceeds from notes receivable	1,800		5,419		34,109
Net cash provided by (used in) investing activities	181,457		(425,111)		(225,539)
Cash Flows from Financing Activities
Proceeds from debt	352,962		963,099		321,996
Repayment of debt and financing lease obligations	(441,571)		(538,859)		(427,923)
Proceeds from line of credit	—		166,381		—
Repayment of line of credit	—		(166,381)		—
Purchase of treasury stock, net of related payables	—		(18,123)		(23,955)
Purchase of capped call transactions	(15,916)		—		—
Payment of financing costs, net of related payables	(3,904)		(19,649)		(7,309)


Payments of employee taxes for withheld shares	(4,820)		(4,037)		(3,313)
Other	(408)		482		1,110
Net cash provided by (used in) financing activities	(113,657)		382,913		(139,394)
Net increase (decrease) in cash, cash equivalents, and restricted cash	(26,834)		163,451		(148,521)
Cash, cash equivalents, and restricted cash at beginning of period	465,148		301,697		450,218
Cash, cash equivalents, and restricted cash at end of period	$	438,314	$	465,148	$	301,697


Master Agreement with Ventas:
Property, plant and equipment and leasehold intangibles, net	$	—	$	(66,444)	$	—
Operating lease right-of-use assets	—		(153,213)		—
Other assets, net	—		(42,354)		—
Long-term debt	—		34,053		—
Financing lease obligations	—		7,077		—
Operating lease obligations	—		362,944		—
Additional paid-in-capital	—		(22,883)		—
Net cash paid	$	—	$	119,180	$	—



Proceeds from HCS Sale, net:
Accounts receivable, net	$	(57,582)	$	—	$	—
Property, plant and equipment and leasehold intangibles, net	(1,806)		—		—
Operating lease right-of-use assets	(8,145)		—		—
Investments in unconsolidated ventures	100,000		—		—
Goodwill	(126,810)		—		—
Prepaid expenses and other assets, net	(32,963)		—		—
Trade accounts payable	1,387		—		—
Accrued expenses	25,226		—		—
Refundable fees and deferred revenue	57,314		—		—
Operating lease obligations	8,145		—		—
Other liabilities	9,165		—		—
Loss (gain) on sale of assets, net	(286,489)		—		—
Net cash received	$	(312,558)	$	—	$	—

Acquisition of other assets, net of related payables and cash received:
Property, plant and equipment and leasehold intangibles, net	$	—	$	684	$	44
Other intangible assets, net	—		—		453
Financing lease obligations	—		64,260		—


Net cash paid	$	—	$	64,944	$	497
Proceeds from sale of CCRC Venture, net:
Investments in unconsolidated ventures	$	—	$	(14,848)	$	—
Current portion of long-term debt	—		34,706		—
Other liabilities	—		60,748		—
Loss (gain) on sale of assets, net	—		(369,831)		—
Net cash received	$	—	$	(289,225)	$	—
Proceeds from sale of other assets, net:
Prepaid expenses and other assets, net	$	(1,983)	$	(1,318)	$	(4,422)
Assets held for sale	(16,166)		(34,348)		(79,054)
Property, plant and equipment and leasehold intangibles, net	(878)		(938)		(379)
Investments in unconsolidated ventures	—		—		(156)



Other liabilities	(75)		(786)		(1,479)
Loss (gain) on sale of assets, net	(2,346)		(4,701)		(7,245)
Net cash received	$	(21,448)	$	(42,091)	$	(92,735)


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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 Par Value Per Share	BKD	New York Stock Exchange


		PAGE

PART I

Item 1	Business	6
Item 1A	Risk Factors	24
Item 1B	Unresolved Staff Comments	39
Item 2	Properties	39
Item 3	Legal Proceedings	41
Item 4	Mine Safety Disclosures	41

PART II

Item 5	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	42
Item 6	(Reserved)	44
Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	44
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	73
Item 8	Financial Statements and Supplementary Data	75
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	120
Item 9A	Controls and Procedures	120
Item 9B	Other Information	120
Item 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	120

PART III

Item 10	Directors, Executive Officers, and Corporate Governance	121
Item 11	Executive Compensation	121
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	121
Item 13	Certain Relationships and Related Transactions, and Director Independence	122
Item 14	Principal Accounting Fees and Services	123

PART IV

Item 15	Exhibits and Financial Statement Schedules	124
Item 16	Form 10-K Summary	126


	Q1 2020		Q2 2020		Q3 2020		Q4 2020		Q1 2021		Q2 2021		Q3 2021		Q4 2021
Weighted average	83.2	%	78.7	%	75.3	%	72.7	%	69.6	%	70.5	%	72.5	%	73.5	%
Quarter end	82.2	%	77.8	%	75.0	%	71.5	%	70.6	%	72.6	%	74.2	%	74.5	%


	Jan 2021		Feb 2021		Mar 2021		Apr 2021		May 2021		Jun 2021		Jul 2021		Aug 2021		Sep 2021		Oct 2021		Nov 2021		Dec 2021		Jan 2022
Weighted average	70.0	%	69.4	%	69.4	%	69.9	%	70.5	%	71.2	%	72.0	%	72.5	%	73.0	%	73.3	%	73.5	%	73.6	%	73.4	%
Month end	70.4	%	70.1	%	70.6	%	71.1	%	71.6	%	72.6	%	73.3	%	73.7	%	74.2	%	74.5	%	74.3	%	74.5	%	74.2	%


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


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


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


	Communities	Units	% of Total Units		Average Number of Units per Community
Independent Living	68	12,567	21.9	%	185
Assisted Living and Memory Care	559	34,816	60.6	%	62
CCRCs	19	5,202	9.1	%	274
All Other	33	4,824	8.4	%	146
Total	679	57,409	100.0	%	85


(in thousands)	Resident Fee and Management Fee Revenue		% of Total
Independent Living	$	475,538	18.5	%
Assisted Living and Memory Care	1,589,721		62.0	%
CCRCs	304,425		11.9	%
Health Care Services	174,164		6.8	%
All Other	20,598		0.8	%
Total resident fee and management fee revenue	$	2,564,446	100.0	%


		Number of Communities
State	Units		Owned		Leased		Managed		Total
Texas	8,018		56		19		11		86
Florida	6,083		43		29		—		72
California	5,661		26		19		3		48
North Carolina	3,401		7		50		—		57
Colorado	3,380		13		11		5		29
Ohio	2,895		15		14		6		35
Washington	2,833		15		18		—		33
Illinois	2,816		3		9		1		13
Arizona	2,051		17		9		—		26
Oregon	1,805		12		11		—		23
Michigan	1,678		9		22		—		31
Tennessee	1,506		16		6		1		23
New York	1,498		10		9		2		21
Kansas	1,116		8		10		—		18
New Jersey	1,024		7		5		—		12
Virginia	964		7		3		—		10
Massachusetts	899		3		3		—		6
Pennsylvania	766		7		3		—		10
Alabama	732		4		—		—		4
Oklahoma	687		3		15		—		18
Georgia	656		8		—		—		8
Connecticut	636		2		3		1		6
South Carolina	611		4		6		1		11
Idaho	548		6		1		—		7
Minnesota	538		—		12		—		12
Louisiana	486		6		—		—		6
Wisconsin	485		5		7		—		12
Missouri	479		2		—		1		3
New Mexico	426		2		1		—		3
Rhode Island	397		3		—		—		3
Mississippi	386		5		—		—		5
Indiana	373		4		4		—		8
Maryland	359		3		—		1		4
Arkansas	332		4		—		—		4
Nevada	256		4		—		—		4
Kentucky	163		2		—		—		2
Delaware	105		2		—		—		2
Vermont	101		1		—		—		1
West Virginia	93		1		—		—		1
New Hampshire	90		1		—		—		1
Montana	76		1		—		—		1
Total	57,409		347		299		33		679


December 2021 occupancy rate (weighted average)			72.8	%	74.8	%	71.6	%	73.4	%


	12/16		12/17		12/18		12/19		12/20		12/21
Brookdale Senior Living Inc.	$	100.00	$	78.10	$	53.95	$	58.53	$	35.67	$	41.55
Russell 3000	100.00		121.13		114.78		150.39		181.80		228.45
S&P Health Care	100.00		122.08		129.97		157.04		178.15		224.70


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	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in thousands) (2)
10/1/2021 - 10/31/2021	—	$	—	—	$	44,026
11/1/2021 - 11/30/2021	27,635	$	6.76	—	$	44,026
12/1/2021 - 12/31/2021	—	$	—	—	$	44,026
Total	27,635	$	6.76	—


	Years Ended December 31,
(in thousands)	2021		2020		2019
Resident fee revenue attributable to Health Care Services and disposed communities	$	186,080	$	420,118	$	581,554
Facility operating expense attributable to Health Care Services and disposed communities	184,275		440,867		546,597


	Years Ended December 31,				Increase (Decrease)
(in thousands)	2021		2020		Amount		Percent
Total resident fees and management fees revenue	$	2,564,446	$	3,023,257	$	(458,811)	(15.2)	%
Other operating income	12,368		115,749		(103,381)		(89.3)	%
Facility operating expense	2,075,863		2,341,859		(265,996)		(11.4)	%
Net income (loss)	(99,364)		81,945		(181,309)		NM
Adjusted EBITDA	138,476		264,387		(125,911)		(47.6)	%


(in thousands, except communities, units, occupancy, RevPAR, and RevPOR)	Years Ended December 31,						Increase (Decrease)
	2021			2020			Amount			Percent
Resident fees	$	2,369,684		$	2,525,757		$	(156,073)		(6.2)	%
Other operating income	$	9,263		$	92,862		$	(83,599)		(90.0)	%
Facility operating expense	$	1,904,410		$	1,954,025		$	(49,615)		(2.5)	%

Number of communities (period end)	646			651			(5)			(0.8)	%
Number of units (period end)	52,585			52,982			(397)			(0.7)	%
Total average units	52,840			53,687			(847)			(1.6)	%
RevPAR	$	3,734		$	3,917		$	(183)		(4.7)	%
Occupancy rate (weighted average)	71.5		%	77.5		%	(600)		bps	n/a
RevPOR	$	5,221		$	5,054		$	167		3.3	%

Same Community Operating Results and Data
Resident fees	$	2,224,458		$	2,342,245		$	(117,787)		(5.0)	%
Other operating income	$	8,324		$	83,446		$	(75,122)		(90.0)	%
Facility operating expense	$	1,778,352		$	1,789,615		$	(11,263)		(0.6)	%

Number of communities	632			632			—			—
Total average units	49,655			49,652			3			—
RevPAR	$	3,733		$	3,931		$	(198)		(5.0)	%
Occupancy rate (weighted average)	71.5		%	77.7		%	(620)		bps	n/a
RevPOR	$	5,221		$	5,061		$	160		3.2	%


(in thousands, except communities, units, occupancy, RevPAR, and RevPOR)	Years Ended December 31,						Increase (Decrease)
	2021			2020			Amount			Percent
Resident fees	$	475,538		$	512,598		$	(37,060)		(7.2)	%
Other operating income	$	1,512		$	11,823		$	(10,311)		(87.2)	%
Facility operating expense	$	330,942		$	341,608		$	(10,666)		(3.1)	%

Number of communities (period end)	68			68			—			—
Number of units (period end)	12,567			12,534			33			0.3	%
Total average units	12,556			12,533			23			0.2	%
RevPAR	$	3,156		$	3,408		$	(252)		(7.4)	%
Occupancy rate (weighted average)	74.2		%	81.8		%	(760)		bps	n/a
RevPOR	$	4,252		$	4,165		$	87		2.1	%

Same Community Operating Results and Data
Resident fees	$	461,962		$	499,576		$	(37,614)		(7.5)	%
Other operating income	$	1,474		$	11,536		$	(10,062)		(87.2)	%
Facility operating expense	$	320,700		$	331,360		$	(10,660)		(3.2)	%

Number of communities	66			66			—			—
Total average units	12,164			12,157			7			0.1	%
RevPAR	$	3,165		$	3,425		$	(260)		(7.6)	%
Occupancy rate (weighted average)	74.3		%	81.8		%	(750)		bps	n/a
RevPOR	$	4,262		$	4,187		$	75		1.8	%


(in thousands, except communities, units, occupancy, RevPAR, and RevPOR)	Years Ended December 31,						Increase (Decrease)
	2021			2020			Amount			Percent
Resident fees	$	1,589,721		$	1,691,276		$	(101,555)		(6.0)	%
Other operating income	$	5,963		$	62,585		$	(56,622)		(90.5)	%
Facility operating expense	$	1,301,364		$	1,325,260		$	(23,896)		(1.8)	%

Number of communities (period end)	559			563			(4)			(0.7)	%
Number of units (period end)	34,816			35,126			(310)			(0.9)	%
Total average units	34,977			35,530			(553)			(1.6)	%
RevPAR	$	3,787		$	3,967		$	(180)		(4.5)	%
Occupancy rate (weighted average)	70.7		%	76.5		%	(580)		bps	n/a
RevPOR	$	5,357		$	5,184		$	173		3.3	%

Same Community Operating Results and Data
Resident fees	$	1,561,748		$	1,646,054		$	(84,306)		(5.1)	%
Other operating income	$	5,771		$	61,145		$	(55,374)		(90.6)	%
Facility operating expense	$	1,277,679		$	1,284,251		$	(6,572)		(0.5)	%

Number of communities	553			553			—			—
Total average units	34,306			34,310			(4)			—
RevPAR	$	3,794		$	3,998		$	(204)		(5.1)	%
Occupancy rate (weighted average)	70.6		%	76.5		%	(590)		bps	n/a
RevPOR	$	5,374		$	5,224		$	150		2.9	%


(in thousands, except communities, units, occupancy, RevPAR, and RevPOR)	Years Ended December 31,						Increase (Decrease)
	2021			2020			Amount			Percent
Resident fees	$	304,425		$	321,883		$	(17,458)		(5.4)	%
Other operating income	$	1,788		$	18,454		$	(16,666)		(90.3)	%
Facility operating expense	$	272,104		$	287,157		$	(15,053)		(5.2)	%

Number of communities (period end)	19			20			(1)			(5.0)	%
Number of units (period end)	5,202			5,322			(120)			(2.3)	%
Total average units	5,307			5,624			(317)			(5.6)	%
RevPAR	$	4,753		$	4,738		$	15		0.3	%
Occupancy rate (weighted average)	70.6		%	74.2		%	(360)		bps	n/a
RevPOR	$	6,733		$	6,389		$	344		5.4	%

Same Community Operating Results and Data
Resident fees	$	200,748		$	196,615		$	4,133		2.1	%
Other operating income	$	1,079		$	10,765		$	(9,686)		(90.0)	%
Facility operating expense	$	179,973		$	174,004		$	5,969		3.4	%

Number of communities	13			13			—			—
Total average units	3,185			3,185			—			—
RevPAR	$	5,252		$	5,144		$	108		2.1	%
Occupancy rate (weighted average)	70.9		%	74.3		%	(340)		bps	n/a
RevPOR	$	7,410		$	6,923		$	487		7.0	%


(in millions)
Community-level capital expenditures, net (1)	$	109.7
Corporate capital expenditures, net (2)	27.7
Non-development capital expenditures, net (3)	137.4
Development capital expenditures, net	3.2
Total capital expenditures, net	$	140.6


Years Ending December 31,	Long-term Debt		Weighted Rate
2022	$	68,609	3.54	%
2023	234,453		3.49	%
2024	304,294		4.29	%
2025	348,044		2.81	%
2026	309,269		2.38	%
Thereafter	2,606,389		3.43	%
Total obligations	3,871,058		3.37	%
Less amount representing deferred financing costs, net	(29,846)
Total	$	3,841,212


Years Ending December 31,	Community Count	Total Units
2022	39	1,854
2023	—	—
2024	7	904
2025	121	10,286
2026	41	1,994
Thereafter	91	5,911
Total	299	20,949


Years Ending December 31,	Minimum Lease Payments
2022	$	272.8
2023	261.9
2024	263.8
2025	250.8
2026	136.9
Thereafter	259.3
Total minimum lease payments	$	1,445.5


	Payments Due during the Years Ending December 31,
(in millions)	2022		2023		2024		2025		2026		Thereafter		Total


Principal on long-term debt(1)	$	68.6	$	234.5	$	304.3	$	348.0	$	309.3	$	2,606.4	$	3,871.1
Interest on long-term debt(2)	130.5		123.4		117.9		103.6		96.2		172.4		744.0
Debt obligations	199.1		357.9		422.2		451.6		405.5		2,778.8		4,615.1


Lease obligations(3)	272.8		261.9		263.8		250.8		136.9		259.3		1,445.5
Total debt and lease obligations	$	471.9	$	619.8	$	686.0	$	702.4	$	542.4	$	3,038.1	$	6,060.6


			PAGE
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)			76
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)			78
Consolidated Balance Sheets as of December 31, 2021 and 2020			79
Consolidated Statements of Operations for the Years Ended December 31, 2021, 2020, and 2019			80
Consolidated Statements of Equity for the Years Ended December 31, 2021, 2020, and 2019			81
Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2020, and 2019			82
Notes to Consolidated Financial Statements			83
Schedule II — Valuation and Qualifying Accounts			119


Asset Category						Estimated Useful Life (in years)
Buildings and improvements						40
Furniture and equipment						3 – 10
Resident lease intangibles						1 – 3


(in thousands)
Current notional balance	$	1,461,665
Weighted average fixed cap rate	4.33		%
Earliest maturity date	2022
Latest maturity date	2024
Estimated asset fair value (included in other assets, net) at December 31, 2021	$	313
Estimated asset fair value (included in other assets, net) at December 31, 2020	$	22


	Year Ended December 31, 2021
(in thousands)	Independent Living		Assisted Living and Memory Care		CCRCs		Health Care Services		Total
Private pay	$	473,740	$	1,521,588	$	212,981	$	601	$	2,208,910
Government reimbursement	1,798		68,133		57,362		134,083		261,376
Other third-party payor programs	—		—		34,082		39,480		73,562
Total resident fee revenue	$	475,538	$	1,589,721	$	304,425	$	174,164	$	2,543,848


	Year Ended December 31, 2020
(in thousands)	Independent Living		Assisted Living and Memory Care		CCRCs		Health Care Services		Total
Private pay	$	510,254	$	1,622,117	$	235,018	$	906	$	2,368,295
Government reimbursement	2,344		69,159		59,614		287,512		418,629
Other third-party payor programs	—		—		27,251		78,392		105,643
Total resident fee revenue	$	512,598	$	1,691,276	$	321,883	$	366,810	$	2,892,567


	Year Ended December 31, 2019
(in thousands)	Independent Living		Assisted Living and Memory Care		CCRCs		Health Care Services		Total
Private pay	$	542,112	$	1,748,364	$	281,197	$	753	$	2,572,426
Government reimbursement	2,446		67,574		81,054		357,963		509,037
Other third-party payor programs	—		—		39,924		88,544		128,468
Total resident fee revenue	$	544,558	$	1,815,938	$	402,175	$	447,260	$	3,209,931


	As of December 31,
(in thousands)	2021		2020
Land	$	502,610	$	505,298
Buildings and improvements	5,262,136		5,215,460
Furniture and equipment	990,006		945,783
Resident and leasehold operating intangibles	303,737		307,071
Construction in progress	51,037		61,491
Assets under financing leases and leasehold improvements	1,609,217		1,523,055
Property, plant and equipment and leasehold intangibles	8,718,743		8,558,158
Accumulated depreciation and amortization	(3,814,451)		(3,490,098)
Property, plant and equipment and leasehold intangibles, net	$	4,904,292	$	5,068,060


	December 31, 2021
(in thousands)	Gross Carrying Amount		Dispositions and Other Reductions		Accumulated Impairment		Net
Independent Living	$	28,141	$	(820)	$	—	$	27,321
Assisted Living and Memory Care	605,469		(48,817)		(556,652)		—
Total	$	633,610	$	(49,637)	$	(556,652)	$	27,321


	December 31, 2020
(in thousands)	Gross Carrying Amount		Dispositions and Other Reductions		Accumulated Impairment		Net
Independent Living	$	28,141	$	(820)	$	—	$	27,321
Assisted Living and Memory Care	605,469		(48,817)		(556,652)		—
Health Care Services	126,810		—		—		126,810
Total	$	760,420	$	(49,637)	$	(556,652)	$	154,131


Year Ending December 31,	Long-term Debt		Weighted Rate
2022	$	68,609	3.54	%
2023	234,453		3.49	%
2024	304,294		4.29	%
2025	348,044		2.81	%
2026	309,269		2.38	%
Thereafter	2,606,389		3.43	%
Total obligations	3,871,058		3.37	%
Less amount representing deferred financing costs, net	(29,846)

Total	$	3,841,212


	Years Ended December 31,
Operating Leases (in thousands)	2021		2020		2019
Facility operating expense	$	12,606	$	19,241	$	18,677
Facility lease expense	174,358		224,033		269,666
Operating lease expense	186,964		243,274		288,343
Operating lease expense adjustment (1)	23,280		136,276		19,453
Changes in operating lease assets and liabilities for lessor capital expenditure reimbursements	(30,965)		(22,242)		(31,305)
Operating net cash outflows from operating leases	$	179,279	$	357,308	$	276,491


	Years Ended December 31,
Financing Leases (in thousands)	2021		2020		2019
Depreciation and amortization	$	30,542	$	32,647	$	46,646
Interest expense: financing lease obligations	46,282		48,534		66,353
Financing lease expense	$	76,824	$	81,181	$	112,999

Operating cash outflows from financing leases	$	46,282	$	48,534	$	66,353
Financing cash outflows from financing leases	19,874		18,867		22,242
Changes in financing lease assets and liabilities for lessor capital expenditure reimbursement	(11,135)		(5,603)		(3,504)
Total net cash outflows from financing leases	$	55,021	$	61,798	$	85,091


Year Ending December 31,	Operating Leases		Financing Leases
2022	$	204,702	$	68,101
2023	193,070		68,840
2024	193,796		70,044
2025	191,439		59,413
2026	76,228		60,659
Thereafter	206,388		52,881
Total lease payments	1,065,623		379,938
Purchase option liability and non-cash gain on future sale of property	—		418,542
Imputed interest and variable lease payments	(235,105)		(244,193)
Total lease obligations	$	830,518	$	554,287


(in thousands, except value per share and unit)	Number of Restricted Stock Units and Stock Awards	Weighted Average Grant Date Fair Value
Outstanding on January 1, 2019	5,756	$	11.78
Granted	4,381	7.81
Vested	(1,571)	13.71
Cancelled/forfeited	(1,314)	11.18
Outstanding on December 31, 2019	7,252	9.08
Granted	4,603	6.92
Vested	(2,073)	10.19
Cancelled/forfeited	(1,277)	8.83
Outstanding on December 31, 2020	8,505	7.68
Granted	1,998	5.12
Vested	(2,641)	8.40
Cancelled/forfeited	(2,851)	6.77
Outstanding on December 31, 2021	5,011	6.80


(in thousands, except for weighted average amounts)	Restricted Stock Unit and Stock Award Grants	Weighted Average Grant Date Fair Value		Total Grant Date Fair Value
Three months ended March 31, 2021	1,961	$	5.09	$	9,988
Three months ended June 30, 2021	20	$	6.62	$	130
Three months ended September 30, 2021	3	$	7.76	$	22
Three months ended December 31, 2021	14	$	6.69	$	97