__

CERTIFICATE

Emeritus Corporation, EmeriCare, Inc., Brookdale Senior Living, Inc.

For the Facility Known As:

Brookdale San Dimas

State of ~W=IS=C~O~N=S=IN~ ) SS:

County of =MILW ~U = E~_ ) = ~ ~A ~KE

The enclosed Annual Report for Emeritus Corporation, EmeriCare, Inc., and Brookdale Senior Living , Inc., and any amendments thereto are conect to the best of my knowledge and belief.

The continuing care contract form in use or offered to new residents at Brookdale San Dimas has

been approved by the Department.

As of the date ofthis certification , Emeritus Corporation, EmeriCare, Inc., and Brookdale Senior

Living , Inc ., maintain the required liquid reserve for Brookdale San Dimas .

Senior Vice President

Sworn and subscribed to before me, a Notary Public , this .'2t\ day

of April, 2019

. . . ;)--1-1-)~ M y comm1ss10n expires: ____ _

FORM 1-1

RESIDENT POPULATION

Line Cont inuing Care Res idents TOTAL

[I] N u1nber at beginning of fiscal year 112

[2] Number at end of fiscal year 109

[3] Total Lines 1 and 2 22 1

[4] Multiply Line 3 by ".50" and enter result on Line 5. x.50

[5] Mean number of continuing care residents 1110.5

All Residents

[6] Number at beginning of fiscal year 144

[7] Number at end of fiscal year 138

rs1 Total Lines 6 and 7 282

[9] Multiply Line 8 by ".50" and ente r result on Line I 0. x.50

[1 OJ Mean number of all residents 1141

[ 11 l Divide the mean number of continuing care resident s (Line 5) by the

mean number of all residents (Line 10) and enter the result (round to two decimal places). EJ

FORM 1-2

ANNUAL PROVIDER FEE

Line TOTAL

[I] Total Operating Expenses (including depreciation and debt service- interest only) $ 12,053,000 ------[a] Deprec iation $ 795 ,000

[b] Debt Service (Interest Only) $ 1,039 ,000

[2] Subtotal (add Line la and l b) $ 1,834,000 ------[3] Subtract Line 2 from Line I and enter result. $ 10,219,000 ------[4] Percentage allocated to cont inuing care residents (Form 1-1, Line I I) 78.37%

[5] Tota l Operating Expense for Cont inuing Care Residents

(multiply Line 3 by Line 4) $ 8,009,000

[6] Total Amount Due (multiply Line 5 by .001) x.001

$ 8,009

PROVIDER: Emeritus Corporation, EmeriCare, Inc., Brookdale Senior Living, Inc. DBA Brookdale San Dimas

COMMUNITY: Brookdal e San Dimas

2 Page 1 of

ACORD® DATE (MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE ~ r 12/28/2018 I THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER ~~~i~CT Willis Towers Wats o n Certificate Center Willis of Il linois, Inc.

c .n, -9 45-7378 c/o 26 Cen tury Blvd f,,~9N,.~ l-877 I r:,~ NoJ: 1- 888-467 - 2378

P . O. Box 305191 ithA~~SS : c ert ifica tes @willis. co m Nashvil l e, TN 372305191 USA

INSURER(S) AFFORDING COVERAGE NAIC# INSURERA : Underwriters at Lloyd's London 15792

INSURED INSURER B: Continen tal Insurance Company 35289 Brookdale Senior Living, Inc.

111 Westwood Place INSURER c: American Cas ua lt y Company of Reading Penns 20427 Suite 400 Nati o nal Union Fire Ins urance INSURER D: Company of P 19445 Brentwood, TN 37027

Columbia Casualty Compa ny INSURER E: 31127

INSURER F: COVERAGES CERTIFICATE NUMBER: w9 7415 85 REVISION NUMBER:

TH IS IS TO CER TIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE PO LICY PERIOD INDICATED . NOTWITHSTAND ING ANY REQUIREMENT , TERM OR CONDI TION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHI CH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCR IBED HEREIN IS SUBJ ECT TO AL L THE TER MS, EXCLUSIONS AND COND ITIONS OF SUCH POLICIES. LIMITS SHOW N MAY HAVE BEEN REDUCED BY PAID CLAIMS .

INSR ADDL SUBR POLICY EFF POLICY EXP POLICY NUMBER IMM/DD/YYYY_l _lMM/DD/YYYYI LIMITS

X COMMERCIAL GENERAL LIABILITY

LTR TYPE OF INSURANCE ,.,en ~.,,,

,- EACH OCCURRENCE $ 1 , 000,0 00 DAMAGE TO RENTED ~ CLAIMS-MADE □ OCCUR 100,0 00 PREMISES /Ea occurrence_l $

A X Professoinal Liability ,- MED EXP (Any one person) $

SB-LTCA-01734-18 12/31/2018 12/31/2019 ~ PERSONAL & ADV INJURY s 1 , 000 , 000

GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 3 ,0 00 , 000 Fl JECT POLICY □ PRO- 0 Loc 1 , 000 , 000 PRODUCTS - COMP/OP AGG $ OTHER: Deductible $ 250, 00 0

AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 X ANY AUTO

- /Ea accident)

- - BODILY INJURY (Per person) $ B 0\/vNED SCHEDULED 4031698072 04/01/20 18 04/01/2019 - AUTOS ONLY c-- AUTOS BODILY INJURY (Per accident) $

HIRED NON-0\lvNED PROPERTY DAMAGE $ - c'i,~0§.\iN L Y ,- !'oY.l0 §.qN~)', DOC /Per accident) X X Sl . ODO $

UMBRELLA LIAB A ~ OCCUR EACH OCCURRENCE $ 15,000 , 000 -

X EXCESSLIAB SB-LTCAX - 01528- 18 CLAIMS-MADE 12/3 1/2018 12/31/2019 AGGREGATE $ 15,000,000

DED I I RETENTION$ $ WORKERS COMPENSATION I OTH-AND EMPLOYERS' LIABILITY x I n ~TUTE 1 ER Y / N

C ANYPROPRIETOR/PARTNERIEXECUTIVE 1 , 000 , 000 E.L EACH ACCIDENT OFFICER/MEMBER EXCLUDED? N /A s 5082521444 01/01/2019 01/01/2020 (Mandatory In NH) El

1 , 000 , 000 E.l. DISEASE - EA EMPLOYEE $ g~;M~fr~ ~'f~P ERA TIONS below 1,000,0 00 E.L. DISEASE - POLICY LIMIT $

D Employment Practices Liabili ty 06-162 - 29 - 56 12 / 31/2018 12 /31/2019 Aggregate $10,000,00 Limi t Includes Defense Cost Rete ntion $250,000

DESCRIPTION OF OPERATIONS I LOCATIONS/ VEHICLES (ACORD 101, Addilional Remarks Schedule, may be attached If more space is required) RE: Policy Number 5082521444 - Po li cy only applies to th e following st at e - CA SEE ATTACHED

CERTIFICATE HOLDER CANCELLATION

SHOULD AN Y OF THE ABOVE DESCR IBE D POLIC IES BE CA NCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTIC E WI LL BE DELIVERED IN ACCORDANC E WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE Brookdal e San Di.mas

1 7 4 0 Sa n Dimas Avenue

San Dimas, CA 91773 l~--P~ © 1988-2016 ACORD CORPORATION . All rights reserved .

ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD SR ID , 1 7308965 BATC H, 1003233

-- ---- ----

AGENCY CUSTO MER ID: _____ _ __ ______ __ ___ _

LOC# :

ADDITIONAL REMARKS SCHEDULE Page 2 of 2

AGENCY NAMED INSURED Brookda1e Senior Living, Inc . Willis of Illinois, Inc. 111 Westwood Place

POLICY NUMBER Suite 400 See Page 1 Brentwood, TN 37027

CARRIER I NA ICCODE See Page 1 See Page 1 EFFECTIVE DATE: See Page 1

ADDITI ONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM,

FORM NUMBER: 25 FORM TITLE : Certificate of Liabilit y Insurance

Other Named Insured: Brookdale Sen i or Living, Inc. Insured location: Brookdale San Dimas , 1740 San Dimas Avenue , San Dimas, CA 91773

INSURER AFFORDING COVERAGE: National Union Fire Insurance Company of Pittsburgh NAIC#: 19445 POLICY NUMBER: 06-162-29-59 EFF DATE: 12/31/2018 EXP DATE: 12/31/2019

TYPE OF INSURANCE: LIMIT DESCRIPTION: LIMIT AMOUNT: Crime Limit $5,000,000

Deductible $50 , 000

ADDITIONAL REMARKS:

Crime Coverage I nc l udes: Inside/Outside Premises; Money Orders and Counterfeit Paper Currency; Depositors Forgery Coverage and Computer Coverage; Loss of Client Assets .

INSURER AFFORDING COVERAGE: Columbia Cas u alty Company NAIC#: 31127 POLI CY NUMBER: 4031698069 EFF DATE: 04/0 1/ 2018 EXP DATE: 04/0 1 /20 19

TYPE OF INSURANCE: LIMIT DESCRIPTION: LIMIT AMOUNT: Excess AL( 15M x Primary) Each Incide n t $15,000,000

Aggregate $15,000,000

ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All r ights reserved . The ACORD name and logo are registe red marks of ACORD

SR IO : 17308965 BATCH: 1003233 CERT: W9741585

CONTINUING CARE RESERVE REPORT

PARTS

MAKE A GOOD BUSINESS BETTER

MAKE A GOOD BUSINESS G[TT[R

INDEPENDENT AUDITORS' REPORT

Emeritus Corporation, EmeriCare, Inc., Brookdale Senior Living, Inc. d/b/a Brookdale San Dimas:

We have audited the accompanying continuing care reserve report Forms 5-1 through 5-5 (the "Reports") of Emeritus Corporation, EmeriCare, Inc., Brookdale Senior Livi ng, Inc. d/b/a Brookdale San Dimas (the "Compa ny" ), as of December 31, 2018. The Reports have been prepared by management using the report preparation provisions of California Health and Safety Code Section 1792.

Management's Responsibility

Management is responsible for the preparation and fair presentation of the Reports in accordance with the requirements of California Health and Safety Code Section 1792; this includes t he design, implem entat ion and maintenance of interna l control relevant to the prepar at ion and fair presentation of Reports that are fr ee from materi al misstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on the Reports based on our audit. We conducted our audit in accordance with auditing standar ds generally accepted in the Unit ed States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whe ther the Reports are free of material misstatement.

An audit involves performing procedur es to obtain audit evidence about the amounts and disclosures in the Reports. The procedures selected depend on the auditors' judgme nt, including the assessment of the risks of material misstatement of the Reports, whether due to fraud or error. In making those risk assessments, the auditor considers internal contro l relevant to the Company's preparation and fair presentation of the Reports in order to design audit procedures that are appropr iate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Company's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriat eness of accountin g policies used and the reasonab leness of significant accounting estim at es made by management, as well as evaluating the overall presentation of th e Reports.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, th e Reports present fairly, in all material respects, the liquid reserve requirements of the Company as of December 31, 2018, in conformity with the report preparation provisio ns of California Health and Safety Code Section 1792.

Basis of Accounting

The accompanying Reports were prepared in accordance with the report preparation provisions of California Health and Safety Code Section 1792, which is a basis of accounting other than accounting principles generally accepted in the United States of America. The Reports are not intended to be a complete presentation of the Company's assets, liabilities, revenues and expenses. Our opinion is not modified with respect to this matter.

Restriction on Use

Our report is intended solely for the information and use of the Company and for filing with the California Department of Social Services and should not be used by anyone other than these specified parties. However, this report is a matter of public record and its distribution is not limited .

Brentwood, Tennessee April 26, 2019

FORMS-I LONG-TERM DEBT INCURRED IN A PRIOR FISCAL YEAR

(Including Balloon Debt) (a) (b) (c) (d) (e)

Long-Term Debt Date Principal Paid Interest Paid Credit Enhancement Total Paid Obligation Incurred During Fiscal Year During Fiscal Year Premiums Paid in Fiscal Year (columns (b)+ (c)+ (d))

I 3/29/2017 - 1,039,000 - 1,039,000

2

3

4

5

6

7

8

$1,039,000 $0.00 $1,03 9,000 TOTAL:

(Transfer this amoun t to

Form 5-3, Line I)

NOTE: For column (b), do not include voluntary payments made to pay down principal.

PROVIDER: Emeritus Corporation, EmeriCare, Inc., Brookdale Senior Living, Inc. DBA Brookdale San Dimas

FORMS -2 LONG -TERM DEBT INCURRED DURING FISCAL YEAR

(Including Balloon Debt)

(a) (b) (c) (d) (e)

Long -Term Debt Obl igation

Date Incurred

Total Interest Paid During Fiscal Year

Amount of Most Recen t Paym ent on the Debt

Number of Paym ents over next 12 month s

Reserve Requirem ent (see instruct ion 5) (columns (c) x (d))

I

2

3

4

5

6

7

8

$0.00 $0.00 TOTAL: $0.00 $0.00

(Transfer this amount to

Form 5-3, Line 2)

NOTE: For column (b), do not include voluntary payments made to pay down princ ipal.

PROVIDER: Emeritus Corpora tion, EmeriCar e, Inc., Brookdale Senior Living , Inc. DBA Brookdale San Dimas

FORMS -3

CALCULATION OF LONG-TERM DEBT RESERVE AMOUNT

Line TOTAL

$ 1,039,000 Total from Form 5-1 bottom of Column (e)

2 Total from Fonn 5-2 bottom of Column (e) $

3 Facility leasehold or rental payment paid by provider during fiscal year.

(including related payments such as lease insurance) $

$ 1,039,000 4 TOTAL AMOUNT REQUIRED FOR LONG -TERM DEBT RESERVE:

PROVIDER: Emeritus Corporation. EmeriCare. Inc .. Brookdale Senior Living, Inc. DBA Brookdale San Dimas

FORM 5-4 CALCULATION OF NET OPERATING EXPENSES

TOTAL Line Amounts

1 Total operating expenses from financial statements $ 12,053,000

2 Deductions a Interest paid on long-term debt (see instructions) $ 1,039,000

b Credit enhancement premiums paid for long-tenn debt (see instructions) $

c Depreciation $ 795,000

d Amortization $ 976,000 --

e Revenues received during the fiscal year for services to persons who did not have a continuing care contract $ 2,506,000

f Extraordinary expenses approved by the Department $

3 Total Deductions $ 5,316,000

4 Net Operating Expenses $ 6,737,000

5 Divide Line 4 by 365 and enter the result. $ 18,458

6 Multiply Line 5 by 75 and enter the result. This is the provider's operating expense reserve $ 1,384,000

PROVIDER: Emeritus Corporation , EmeriCare , Inc., Brookdale Senior Living, Inc. DBA Brookdale San Dimas

COMMUNITY : Brookdale San Dimas

FORM 5-4 CALCULATION OF NET OPERATING EXPENSES RECONCILIATION OF LINE 2E

Revenues received during the fiscal year for services to persons

who did not have a continuing care contract (Line 2E)

Brookdale

San Dima s

78.37%

$ 2,506,000

Revenues received from continuing care residents 9,078,000

Cash received for "Resident Revenue"* $ 11,584,000

Cash received for Resident Revenue is allocated between revenues received from residents and revenues received from persons who did not have a continuing care contract based on the weighte d average determined on line 11 of Form 1-1.

* Convers ion of GAAP Resident Revenue to Cash Basis Resident Revenue

Revenue from Resident Services and Ancillary Services, per Statement of Operations $ 11,857,000

Less: Accounts Receivable at 12/31/18 980,000

Plus: Accounts Receivable at 12/31/17 707 ,000

Revenue from Residen t Services, cash basis $ 11,584,000

FORM 5-5 ANNUAL RESERVE CERTIFICATION

Provide r Name: Emeritus Corporation EmeriCa re, Inc. Brookdale Senior Living. Inc. OBA Brookdale

Fiscal Year Ended : December)! 2018

We have reviewed our debt serv ice reserve and operating expense reserve requirements as of. and for the period ended 12/31/18 and are in compliance with those requirements.

Our liquid reserve requirements. computed using the audited financial statements for the fiscal year are

as follows : Amount

[ I] Debt Service Reserve Amount 1,039,000

[2) Opera ting Expense Reserve Amount s 1.384,000

[3] Toto I Liquid Reserve Amount: 2.423.000 1

Qua lifying assets sufficient to fulfill the above requirements are held as follows: Amount

(market value at end of quarter)

Qualifying Asset Desc ription Debt Service Reserve Operating Reserve

$ 1.039.000 1,384,000 [4] Cash and Cash Equiv alents [5] Investment Securities

[6] Equity Securities [7] Unused/Available Lines of Credit

[SJ Unused/Available Letters of Credit (not applicable)

[IO] Other:

[9] Debt Service Reserve

(describe qualifying asset) See attached statement

Total Amount of Qualifying Assets [11] $ 1,039,000 [12] $ 1,384,000 Listed for Liquid Rese rve: [13] s 1,039.000 [14] $ 1,384,000

Surplus/(Deficicncy): $ Total Amount Require d:

[15] s [16]

Signature:

'-f /;_1L ,a.. Date:

Joanne Lcskowicz, Senior

(Title)

ii

Emeritus Corporation, EmeriCare, Inc., Brookdale Senior Living, Inc. d/ b/a

Brookdale San Dimas Disclosures Form 5-5 per H&SC section 1790(a) December 31, 2018

The per capita costs of operation for Emeritus Corporation d/b/a Brookdale San Dimas

continuing care retirement community:

Form 1-2 1. Total Operating Expense $12,053,000

Form 1-1 7. Number at end of year 138

Total costs per resident $87,341

The construction in progress was funded through for Emeritus Corporation d/b/a Brookdale San Dimas own funds, no new financing were made in FY 2018 for construction. In addition, there were no funds set aside for future projects nor for any contingency amounts for Emeritus

Corporation d/b/a Brookdale San Dimas.

In accordance with the Code, Emeritus Corporation d/b/a Brookdale San Dimas has computed its liquid reserve requirement as of December 31, 2018, its most recent fiscal year end, and the reserve is based on Brookdale Senior Living, lnc.'s consolidated audited financial statements for

that period .

The restricted cash consists of reserve funds required by regulatory agencies for licensed continuing care retirement communities. As of December 31, 2018, the minimum liquid reserve ("MLR") funded by restricted cash was $2.4 million. Ofthe $2.4 million, $1 million was for Debt Service Reserve, to service debt and $1.4 million was for Operating Reserve, to cover operating

expenses.

Emeritus Corporation, EmeriCare, Inc ., Brookdale Senior Living , Inc. d/b/a Brookdale San Dimas Reconciliation Schedule

Income Statement Operating Expenses 10,219,000 Debt Service 1,039,000 A Depreciat ion 795,000

Total operating expense 12,053,000

All Other Brookdale Senior Living Communities 5, 113,622,000

Brookda le Senior Living Total Ope rating Expense 5,1 25,675,000

A The master lease that governs these communities was signed in 2014. At the beginnin g of 20 15, we exercised a purchase option on nine communities in the lease . The capital lease liability was reallocated among the remaining communities as a result of the purchas e. Hence the difference between the amortized schedule and the IS.

The following is a copy of the selected financial information from Brookdale Senior Living Inc's Form I 0-K which is available at https://www.sec.gov/ Archives/edgar/data/ 1332349/000 I 33234919000040/bkd I Ok 12312018.htm

For tbt Yun Eadtd Dt<t.mbu 31,

(ir. :J-~ar.d;. o.c,?:,F#r :;-D"t ar.d o:J-.1r optrt:.:'.r.g tJ:::.a.j ToWrf'\'tzme

Fi~· aptn:ng ezpEUe

C~J'213%:.d ad::U:Wtu.fr.·t upt!l!e Trs:iuctic:i corJ :'Kitty lH!! upeue !npre...-fa:ion ::::.d i=crti:.3:foc Goodn.ill UJi 11!!.t i:c:piin:nw:<V

s 201S

~ : ,;s:;,32s

2S0t~95 S,9SO

:;o:;,m .:.:.i, 4S$ ;S9.S93

2017

4,i 47,ll6 :?,601,155

2SS,H6 .n,sn

339,721 .:s2,o-;-i 409,7S:?

s 2016

4,976,950

~ '"99,40:? 31: 1.;-09

.:,~o 3i:,<S-3S s20,; o.2 2-4S1515

!.OH C:l !a·:il..~· lt1!.! te:z::.uutiC:l 3.!ld

Cl:Omf:uio:i, !let

Co!.t! mcmnd o:i ~ of ~:;ed co::i:i:u:i..,it1

Toal Op,!rl~ ~'"1)::l!e intoz:::~ (lo!l) froa:. o.;,aDot.! U!l-!!ertCcoc~ I:ita-e..tt cpe:ll.e

Debt mo:itncatio::1 ind e::ti.n~e: cam Eq~· b (lou) ~"lli:l~s o!u:tton!olid:ated \'f.DlW' E:1

C'"1i:. on ult of 1!!,!U, C!t

Othu ::10!!...o~~ il:.come

162,00!

~ ~ (S9.;.2.;9)

9,S,;6

(230,269)

(11,677)

(S,SO.:)

::93,246 1.;,099

10,2~6 S"91,131

5,01 i,161 (2-o,o.;S)

4,623 (,26 , IS. )

m,.o9> (14,S2")

19,i-: 11,41S

ll, 113 737,S9i

5,00S,~

{31,0SJ) 20-s r -·

(3$5 ,617)

(9,l~O)

1,6®

i ,21S 1• ,so1

!?:.t:OI?:-! (lon) before bc:o=-? UX!.!

3 ue.fit (p!O\'Ulo::i) !ct into!l:e tr. ~

(Si - ,SOS)

~

(!SS ,Ui )

~

(399;5S) (5,.l7S)

Ket ir.t:c:1e (lo!!) ?-:El (izlc:c=.~) lou annO".ruble 10 noo.co~~ im:e::est

Xet ic..:o::le {1011) s.-mD'l.'Ub!t tQ 3rook:dale-Sa:rior ln~ U1C.. co::::z::c:i rtocidioldm

(S2S,1S2) 94

(5~S,25SJ

crn ,606) IS7

(5'1 ,,19 ) s

(4t4,636)

139

<•o.:,.;n)

Bui, 1:1.d d.Llmfd. ae1 b.:eoc:.! (Ion) per !hl.re at:n"bma~le to Brookd.a..l.f SWe: Ltdn~ In:. co=cn ttockho!dm

·~,·e:~ttd 3\·t:2~t m:llts o! cc.o=e:1 no::k w::d in ,ocz.pmmi b2lic ~ chl-r.ed ntl f:..::o:e {lou:) p!J" !±.are

$ (2.S2)

lS~\ 46S

(3.0i)

166, 155

s (2.IS)

185,653

Olhu Opentm; Data: ~u:nbu o! co.::=,.u:uti~ opented ~d ~;!!d (:i.t end o! period) $92 1,02> 1,055

Tcul ur:.::s cpenred :md~ed

Pmodeicd

\\.tiµ:!d tx-en~e ?.n-P . .:...~:::

s;.2;~ 94:,!6~

3,912

100,5S2 101,;; 9

3,S90 s

102,-;6s 106,12:?

: ,S"S

UNITED STATES SECURITIES AND EXCHANGE COMMISSIO N

Wa shin gton, D.C. 20549

Form 10-K P.1 ANNUAL REPORT PURSUANT TO SECT IO N 13 OR J S(d) OF THE SECURJTIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2017

or

[] TRANS ITI ON REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commi ssion File Num ber 001-32641

BROOKDALE SENIOR LIVING INC. (Exac t name of registrant as specified in its charte,)

Delaw a re 20-3068069 (State or Other Jurisdiction of (1.R.S. Employer

Jnco ,poration or Organi zatio n) ldentificalio11 No.) 11 l Westwood Place , Suit e 400 Brenhvood, Tenne ssee 37027

{Address of Principal Exec utiv e Offices)

(Registra11l's telephone number i11cl11ding area code) (615) 221-22 50 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of Each Clas s Name ofEacb Exchange on Which Registered Common Stock, $0.0 I Par Value Per Share New York Stock Exchange

SEC URITIES REG ISTERED PURSUANT TO SECT ION 12(g) OF THE ACT : None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 oftbe Securities Act. Yes [X] No [) Indicate by check mark if the registrant is not required to lile reports pursuant to Section 13 or Section 15(d) of the Act. Yes [) No [X] Indicate by check mark whether the registrant: (I) 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 shorte r period that the registrant was required to file such reports) , and (2) has been subject to such filing requirements for the pas t 90 days. Yes [X] No []

Indica te by check mark whether the regis trant bas submitted elect ronica lly and posted on its corporate Web site, if any, every Interactive Data File required to be submitt ed and po sted pursuant to Rule 40 5 of Regulation S-T (§ 232.405 of this chap ter) during the preceding 12 months (or for such shorter period tha t the registmnt was required to submit and post such files). Yes [X] No [ )

Indica te by check mark if disclo sure o f delinquent filers pursua nt to Item 405 of Regulatio n S-K (§229.405 of th is chapt er) is not cont ained herein, and will not be cont ained, to the best of registrant' s knowledge , in definitive proxy or infonnation statements incorporated by reference in Part ill of this Fom1 10-K or any amendment to this Form I 0-K [)

Note 1 to the Continuing Care Reserve Report (Part 5)

The continuing care reserve report included in Part 5 has been prepared in accordance with the report preparation provisions of the California Health and Welfare Code (the Code), Section 1792.

Section 1792 of the Code indicates that the Company should maintain at all times qualifying assets as a liquid reserve in an amount that equals or exceeds the sum of the following:

• The amount the provider is required to hold as a debt service reserve under Section 1792.3.

• The amount the provider must hold as an operating expense reserve under Section 1792.4.

In accordance with the Code, the Company has computed its liquid reserve requirement as of December 31, 2018, its most recent fiscal year end, and the reserve is based on Brookdale Senior Living, lnc.'s

consolidated audited financial statements for that period.

Note I to the Continuing Care Reserve Report (Part 5)

The continuing care reserve report included in Part 5 has been prepared in accordance with the report preparation provisions of the California Health and Welfare Code (the Code), Section 1792.

Section 1792 of the Code indicates that the Company should maintain at all times qualifying assets as a liquid reserve in an amount that equals the sum of the following:

- The amount the provider is required to hold as a debt service reserve under Section 1792.3. - The amount the provider is required to hold as an operating expense reserve under

Section 1792.4.

In accordance with the Code, the Company has computed its liquid reserve requirement as of December 31, 2018, its most recent fiscal year end, and the reserve is based on Brookdale Senior Living, lnc.'s consolidated audited financial statements for that period.

foORM7-1 REPORT ON CCRC MONTRL Y SERVICE FEES

RESIDENTIAL 1JYIN.G

ASSISTED J.JYifil,

SKILLED IDlRfil!ffi.

11 I Monthlv Service Fees at beginning of rcpor1ing period: (indicate range. if applicable) NIA 4,247 8,286

(21 lndica1c pcrccnt.i.gc of increase in fees imposed during reporting period: (indicate nmgc. if npplicablc) NIA 4.1% 4.7%

D Check here if monthly scr"icc fees ;:it this community were .!lQl increased during the reporting period. (I f you cheeked this box, please skip dom, to the bollont of this form and specify the names of the provider and community.)

(31 lndic11tc the d:uc the fee increase was implemented: _....1Ll/ulQ.,OuJL] _ _ _ _ (If more than I increase was implemented. indicate the dates forcnch incrc;ise.)

141 Check colch of lhc appropriate boxes:

X Ench fee increase is bnsed on the pro\'idcr's projected costs, prior yc.ir per c;1pita costs,

and economic indicators.

X All nfTcctcd residents were gi\·en mitten notice of this fee increase nt lenst 30 days

prior to ils implementation.

X Al least 30 d:ws orior 10 the increase in month Iv service fees. 1hc desi~nnlcd rcprcscntotivc of the pro,•ider con,·ened n meeting that all residents were im•ited lo attend.

X At the meeting wilh residcn1s, the prO\•idcr discussed and explained the reasons for the

increase, the basis for dc1cm1ining the nmount of the increase, ond the data used forenlculnling the in<::re::ise.

X The prO\•ider prO\•idcd residents with nt least 14 davs ad\'ance notice of each meeting held lo discuss the fee increases,

X The RO\·cminA bodv of the pro,·idcr. or the dcsi1tnated rcprcscnlati\'c of the prO\•ider posted the notice of, and the agenda for. the meeting inn conspicuous place in the

community at least 14 days prior to the meeting.

151 On .an attached page, prol'idc a concise expl:mation for the increase in monlhl\' service fees including the amount of the increase.

PROVIDER: £merilu1 Crirnorntinn F;merlCnrr, lnr, Rmnk1l1tfF Ssn ior u,·ln1• lnr DTIA Rroolulnlc S11n Plm11• COM MUNITY: Rmnl<tlalt-S11n PlmR•

Form 7-1 Note

[S] Monthly service fees increased due to rate changes from annual increases from both billing and

market rate adjustments of 4.1-4.7%. Additional factors affecting average for the year include new or

burning off incentives, resident turnover, and market evaluations.

Brookdale San Dimas

Statements of Cash Flows

For the years ended December 31, 2018

(in thousands)

Cash flows from operating activities:

Cash received from residents

Cash paid to suppliers and emp loyees

Net cash provided by (used in) operating activities

Cash flows from investing activities:

Increase in restricted cash

Change in property and equipment

Net cash used in investing activities

Cash flows from financing activities - member Distributions

Net change in cash

Cash at beginning of period

Cash at end of period

Reconciliation of net income to net cash provided by

(used in) operat ing activit ies:

Net income

Adjustments to reconcile net income to net cash provided by

(used in) operating activities:

Depreciation

Provision for doubtful accounts

(Increase) decrease in:

Accounts receivable

Prepaid expenses and other current assets

Increase (decrease) in: Accounts payable and accrued expenses

Deferred revenue

Other long term liabilities

Net cash provided by (used in) operating activities

December31,2018

$ 11,564,000

(10,271,000)

1,293,000

19,000

(158,000)

(139,000)

(1,154,000)

$ =======

$ (189,000)

1,771,000

182,000

(493,000)

(67,000)

18,000

71,000 1,293,000

-----

----- -

-------- --- -------

---- -- ---------

4125119 Continuing Core Retirement Community Date Prepared:

Disclosure Statement FACILITY NAME: Brookdale San Dimas ADDRESS: 1740 San Dimas Avenue, San Dimas, CA 91773 : ZIP CODE: PHONE(909) 394-0304 PROVIDER NAME: Emeritus Corporation , EmeriCare , Inc., Brookdale Senior Living, Inc. FACILITY OPERATOR: Emeritus Corporation, EmeriCare , Inc.,

AFFILIATION: Brookdale Senior Living , Inc. RELATED FACILITIES: Please see below for other CCRCs RELIGIOUS None

YEAR # OF I- TO SHOPPING _ _ □ SINGLE !&I MULT MILES CTR: 2 _ 1999 OPENED: ACRES: STORY STORY D OTHER: _ _____ _ TO HOSPITAL~4 ~ MILES : __

* *************************** ......................... ,.. . .. .............. .

NUMBER OF UNITS: LIVING CARE RESIDENTIAL HEALTH APARTMENTS STUDIO: O LIVING: 90 beds - ASSISTED -=------APARTMENTS - O NURSING: 45 beds l BDRM: SKILLED -=------APARTMENTS 2 BDRM: O CARE25 beds - SPECIAL :

COTTAGES/HOUSES: O > DESCRIPTION: Dementia Care -"'------RLU OCCUPANCY( END: OVERALL OCCUPANCY( END: %) AT YEAR o CCR( %) AT YEAR -=--- --- --- - -* * •••••••••••• •• ••• • • ••••••• .........................................................

TYPE OF OWNERSHIP: □ NOT -PROFIT PROFIT D YES !&I NO BY: _ -FOR !&I FOR- ACCREDITED?: ________

FORM OF CONTRACT: ING CARE LIFE D ENTRANCE D FEE SERVICE l&I CONTINU □ CARE FEE FOR ([heck off tho! oppfy) D ASSIGNMENT □ EQUITY □ MEMBERSHIP D RENTAL OF ASSETS

REFUND PROVISIONS: □ Refundable □ Repayable □ 90% D 75% D OTHER____ ([heck off tho! oppfy) D 50% : _

RANGE OF ENTRANCE $ 0 -$ LONG-TERM INSURANCE □ YES !&I NO FEES: 0 CARE REQUIRED?

HEAL TH CARE INCLUDED None BENEFITS IN CONTRACT:

ENTRY REQUIREMENTS: : .§Q_ PROFESSION: OTHER N/A MIN. AGE PRIOR N/A :

RESIDENT TO, AND RESIDENT ON, THE BOARD: REPRESENTATIVE(S) MEMBER(S) (briefly describe provider's compliance and residents' roles)>

> A resident representative meets with a representative of the governing body periodically to discuss budgeting and other resident matters . ......... ......................... ............ ................................... ..... .. . FACILITY AND AMENITIES SERVICES

COMMON AREA FEE SERVICE AVAILABLE IN FEE EXTRA AMENITIES AVAILABLE FOR SERVICES INCLUDED FOR CHARGE BEAUTY SHOP HOUSEKEEPING TIMES IXI /BARBER IXI L /MONTH) □ □ BILLIARD l&I L l&I ROOM □ MEALS /DAY) □ BOWLING GREEN SPECIAL AVAILABLE DIETS !&I CARD ROOMS IXI

□ □ □ □

CHAPEL D EMERGENCY IXI 24-HOUR RESPONSE COFFEE ACTIVITIES !&I

□ □ SHOP PROGRAM □ □ □

CRAFT ROOMS ALL UTILITIES PHONE I!) I&) EXCEPT □ □ EXERCISE APARTMENT !&I ROOM MAINTENANCE □ □ □ GOLF COURSE CABLE I!) ACCESS TV □ □ □ LIBRARY I&) FURNISHED LINENS I&) □ □ PUTTING GREEN ~ LAUNDERED LINENS l&I SHUFFLEBOARD MEDICATION !&I

□ □ MANAGEMENT □ □ □

SPA NURSING CLINIC □ □ /WELLNESS !&I □ SWIMMING POOL-INDOOR HOME I!) PERSONAL CARE □ □ □ SWIMMING -OUTDOOR -PERSONAL IXI POOL TRANSPORTATION □ □ □ TENNIS COURT TRANSPORT -PREARRANGED A Tl ON I&)

WORKSHOP OTHER □ □ □ □ □ □ □

OTHER □ □ All providers are required Code 1789. this report to prospective before a depo t or by Health ond Safety section l lo provide residents executing sit agreemen continuing core , or receiving . Many ore part of multi-facility which financial contract any payment communities operations may influence reporting. Consumers are encouraged to ask questions of the continuing retirement that they ore considering from profes core community ond to seek advice sional advisors.

Page 1 of 4

PROVIDER NAME: Emeritus Corporation, EmeriCare , Inc., Brookdale Senior Living, Inc.

OTHER CCRCs

Brookdale Camarillo

Brookdale Carlsbad

Brookdale Carmel Valley

Brookdale Fountaingrove

Brookdale Northridge

Brookdale Rancho Mirage

Brookdale Riverwalk

Brookdale San Dimas

Brookdale San Juan Capistrano

Brookdale Yorba Linda MULTI-LEVEL COMMUNITIES RETIREMENT

N/A

FREE-STANDING NURSING SKILLED

N/A

SUBSIDIZED SENIOR HOUSING

N/A

LOCATION /City, State)

Camarillo , CA

Carlsbad , CA

San Diego, CA

Santa Rosa, CA

Northridge, CA

Rancho Mirage, CA

Bakersfield , CA

San Dimas , CA

San Juan Capistrano, CA

Yorba Linda, CA LOCATION (City, State)

LOCATION /City, Stute)

LOCATION (City. State)

PHONE (with area code)

(805) 388-8086

(760) 720-9898

(858) 259-2222

(707) 566-8600

(818) 886-1616

(760) 340-5999

(661) 587-0221

(909) 394-0304

(949) 248-8855

(714) 777 -9666 PHONE (with area code)

PHONE (with area code)

PHONE (with area code)

NOTE: PLEASE INDICATE IF THE IS A LIFE FACILIT FACILITY CARE Y. Page 2 of 4

--------

--------

PROVIDER: Emeritus Corporation, EmeriCare, Inc., Brookdale Senior Living, Inc. DBA Brookdale San Dimas NOTE: PLEASE ICATE ILITY CAREFAC 2015 2017 IND IF THEFAC IS A LIFE ILITY. 2016 2018

INCOME FROM ONGOING OPERATING OPERATIONS INCOME

(Excluding amortization of entrance fee income) 9,905,000 10,477,00 0 11,348,000 11,857,000 -----'------'---

LESS OPERATING EXPENSES (Excluding depreciation, amortization, and interest) 7,562,000 7,859,000 11,218,000 7,409,000

NET INCOME FROM OPERATIONS

2,343,000 2,618,000 130,000 4,448,000 ==============

LESS INTEREST EXPENSE

3,871,000 4,883,000 1,660,000 1,039,000

PLUS CONTRIBUTIONS

(1,154,000)

PLUS NON-OPERATING (EXPENSES) INCOME

(excluding extraordinary items)

NET INCOME (LOSS) BEFORE ENTRANCE FEES, DEPRECIATION (1,528,000) (2,265,000) (1,530,000) 2,255,000 AND AMORTIZATION

============== NET CASH FLOW FROM ENTRANCE FEES

(Total Deposits less Refunds)

* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *

DESCRIPTION DEBT (us of most recent /ism/ year end) OF SECURED

LENDER OUTSTANDING INTEREST DATE OF DATE OF AMORTIZATION

* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *

FINANCIAL RATIOS (see next page for ratio formulas) th

2017 CCAC Medians 50

Percentile 2016 2017 2018

DEBT TO ASSET RATIO (optional) 1.42 1.86 0.82

OPERATING RATIO 1.23 1.03 0.78

DEBT SERVICE COVERAGE RATIO 0.93 1.52

DAYS CASH ON HAND RATIO * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *

HISTORICAL SERVICE (Average Fee and Change Percentage) MONTHLY FEES

2015 % 2016 % 2017 % 2018

STUDIO

ONE BEDROOM

TWO BEDROOM

COTTAGE/HOUSE

ASSISTED LIVING 3,753 3.1% 3,869 5.4% 4,078 4 .1% 4,247

SKILLED NURSING 7,785 2.6% 7,984 (.9%) 7,914 4.7% 8,286

SPECIAL CARE 4,591 4.9% 4,817 6.9% 5,150 3.7% 5,340

**************************** ******************************

COMMENTS FROM PROVIDER: > > >

PROVIDER NAME: Emeritus Corporation , EmeriCare, Inc., Brookdale Senior Living, Inc.

FINANCIAL FORMULAS RATIO

LONG-TERM TO TOTAL RATIO DEBT ASSETS

long-Term Debt, less Current Portion Total Assets

OPERATING RATIO

Total Operating Expenses - Depreciation Expense - Amortization Expense

Total Operating Revenues- Amortization of Deferred Revenue

DEBT SERVICE RATIO COVERAGE

Total Excess of Revenues over Expenses + Interest, Depreciation, and Amortization Expenses

Amortization oHleferred Revenue + Net Proceeds from Entrance Fees Annual Debt Service

DAYS CASH ON HAND RATIO

Unrestricted Current Cash & Investments + Unrestricted Non-Current Cash & Investments

(Operating Expenses - /365 - Depreciation Amortizotion)

Care Accreditation . For each formula NOTE: These formulas are also used by the Continuing Commission , that organization also publishes annual median figures for certain continuing co . re retirement communities

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