UBS Global Healthcare Services Conference – February 2009Brookdale Senior Living

1Forward-Looking StatementsCertain items in this presentation and statements made by or on behalf of Brookdale Senior Living Inc. relating hereto may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Those forward-looking statements are subject to various risks and uncertainties. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and actual results could differ materially from those projected. Factors which could have a material adverse effect on our operations and future prospects or which could cause events or circumstances to differ from the forward-looking statements include, but are not limited to, our ability to generate sufficient cash flow to cover required interest and long-term operating lease payments; our inability to extend (or refinance) debt as it matures or replace our credit facility when it expires ;the risk that we may not be able to satisfy the conditions precedent to exercising the extension options associated with certain of our debt agreements, the effect of our indebtedness and long-term operating leases on our liquidity; the risk of loss of property pursuant to our mortgage debt and long-term lease obligations; the possibilities that changes in the capital markets, including changes in interest rates and/or credit spreads, or other factors could make financing more expensive or unavailable to us; the risk associated with the current global economic crisis and its impact upon capital markets and liquidity; the risk that we may be required to post additional cash collateral inconnection with our interest rate swaps; the risk that continued market deterioration could jeopardize certain of our counterparties’obligations; events which adversely affect the ability of seniors to afford our monthly resident fees or entrance fees; the conditions of housing markets in certain geographic areas; changes in governmental reimbursement programs; our limited operating history on a combined basis; our ability to effectively manage our growth; our ability to maintain consistent quality control; delays in obtaining regulatory approvals; our ability to integrate acquisitions into our operations; competition for the acquisition of assets; our ability to obtain additional capital on terms acceptable to us; a decrease in the overall demand for senior housing; our vulnerability to economic downturns; acts of nature in certain geographic areas; terminations of our resident agreements and vacancies in the living spaces we lease; increased competition for skilled personnel; departure of our key officers; increases in market interest rates;environmental contamination at any of our facilities; failure to comply with existing environmental laws; an adverse determination or resolution of complaints filed against us; the cost and difficulty of complying with increasing and evolving regulation; and other risks detailed from time to time in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K. We expressly disclaim any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.

2Company Overview

Brookdale is one of the largest operators of senior housing in the US

Operates 550 communities in 35 states with ability to serve over 52,000 residents and employs over 34,000 associatesNational Presence with Strong Market Concentrations

3Brookdale Senior Living – Historical Growth

Increased resident capacity from approximately 30,000 at the late 2005 IPO to 52,000 today and more than doubled revenuesStrengthened competitive position through a more diversified product offering and the addition of ancillary services

Doubled Size of Company Since IPO

2005 Revenues$790 million

2008 Revenues (Est.)$1.9 billion

Independent Living,41.8%

Management, 0.4%CCRCs,

6.5%

Assisted Living,51.3%

Assisted Living, 42.1%

Independent Living, 28.2%

Ancillary Services, 7.1%

Management,0.4%

CCRCs,22.2%

4Company Overview - Product Lines

Mix by Community Type

Entry Fee Independent Living 3,483 7%Independent Living 18,560 36%Assisted Living 21,440 41%Alzheimer Care 5,303 10%Skilled Nursing 2,918 6%

Retirement Centers34%

CCRC12%

EFCCRC12% Clare Bridge

7%

Assisted Living35%

ISC Therapy Clinics 370Units Served 33,353

Home Health Agencies 26Units Served 14,440

Multiple product offerings and community types – IL,AL,MC,CCRC, EF CCRC

Strong ancillary services program – ISC – therapy and home health

Mix by Care Level

5Senior Care Continuum – Brookdale Product Lines

Assisted Living

Independent Living

Specialized Alzheimer’s

Skilled Nursing

Consumer Choice

Leve

l of C

are

Low

Hig

h

Wants Needs

Sub-acute

Hospitals

Active Adult Housing

Therapy and Home Health

Brookdale

CCRC

Brookdale provides services primarily in the IL, AL and CCRC segments with supporting ancillary services

6

Consolidated Communities Retirement Assisted Total Centers Living CCRC Company

Percent of Portfolio 33% 44% 22% 100%Communities 87 410 32 529 Units 15,895 21,134 10,611 47,640 Average Units 183 52 332 90 Avg. Monthly Rev./ Occupied Unit 3,288$ 3,690$ 4,828$ 3,786$ FOI Margin 43% 34% 27% 35%

Portfolio Characteristics

Note: CCRC and total company FOI margins exclude cash effect of entrance fee receipts

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

72008 Accomplishments

New Organizational structure

— Effectively changed to market-orientated focus

— Expanded field management depth of product knowledge

— Reduced management layers and gave broader scope of responsibility

Completed company-wide integration for most key financial systems

Sales and Marketing – increased resources - effective use of targeted incentives to drive occupancy

Human Resources - upgraded the field organization, reduced open positions, improved retention rates and improved workers comp

ISC – Significantly increased contribution and portfolio coverage, Home health successfully transitioned from a green-field licensure strategy to acquisition strategy

Organizational efficiency – reduced overhead by 100 FTEs since Dec 2007

8Brookdale Has Maintained High Occupancy

Retained the Q3 occupancy improvement through Q4Average occupancy remains only 1.1% below the high reached in 2006-2007Sales & marketing initiatives have successfully converted pent-up demand

Recent Occupancy Trends Are Positive

Despite a decline in 1H 08, occupancy is still at approximately 90%

90.8%90.7%

90.8%90.6%

90.0%

88.9%

89.7% 89.7%

87.0%

88.0%

89.0%

90.0%

91.0%

Q1 07 Q2 07 Q3 07 Q4 07 Q1 08 Q2 08 Q3 08 Q4 08

9

20,296 19,837 20,775

14,037

-

5,000

10,000

15,000

20,000

25,000

30,000

2005 2006 2007 2008 Est

25.6

27.1

31.2

20.0

22.0

24.0

26.0

28.0

30.0

32.0

2000 2007 2015

Pop

ulat

ion

(Mill

ions

)

Long-Term Supply-Demand Dynamics Remain Favorable

US population 70+ years old is estimated to grow by 4.1mm through 2015

— Only 1.9mm units serving a population of 27.1mm seniors

— Current 7% penetration rate implies demand growth of 35,000 units per year

Recent new supply is estimated to be less than 60% of the implied demand and forecast for 2010 and 2011 adds very limited new supply

US Seniors Population Trends (70+ years old) (1)

(1) Source: US Census Bureau(2) Source: 2008 NIC/ASHA Senior Housing Construction Trends Report and 2008 NIC Map data – includes all units under construction less units taken out of use

New Construction Starts (2)

Implied demand growth of 35,000 units per year… …is substantially greater than new supply

10Key Demand Factors

304050

60708090

100110120

Jan

Mar

May

July

Sept

Nov

Jan

March

May

July

Sept

Nov

Jan

Mar

May

July

Sept

Nov

Jan

March

May

July

Sept

Nov

Consumer Confidence Index--USHousing Market And Industry Occupancy Rates

Velocity of home sales and consumer confidence have a significant impact on demand Effects have varied widely depending on the local market

11Affordability

Income – seniors 75+ with incomes greater than $50,000+ is growing 24% over the next 5 years to over 3.5 million

Home Equity

— 85% of seniors 75+ own homes

— Average home equity value in 2008 was estimated to be $230,000

— 78% own home mortgage-free

— 22% have home mortgages with estimated average balances of $62,000

Historical Trend of Housing Prices

12Strength of Senior Housing MarketThe key issue in the sector today is occupancyDespite recent challenges, industry occupancy is still at 88% vs a high of 91% in late 2006Margins remain strong due to the benefit of positive rate growth

Senior Living Occupancy Rates and EBITDAR Margins (1) (2)

(1) Includes Alterra, American Retirement Corp, Brookdale, Capital Senior Living, Emeritus and Sunrise Senior Living(2) Source: Lehman and Jefferies Equity Research and company filings

75%

80%

85%

90%

95%

1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 YTDQ3

2008

0%

10%

20%

30%

40%

Occupancy Rates EBITDAR Margins

13Current Environment

Uncertainty in economic environment

Demand

— Leads are down, but closing ratio is up

— Acuity up slightly (though our support services have lengthened stays)

Pricing – steady, though continued use of selected incentives is helping

142009 Focus Areas

Leverage market position

— Maintain sales execution with appropriate incentives and support

— Provide least-cost care alternatives for customers - leveraging product lines with complementary supportive services

— Adapt product portfolio

Use of smaller units, provide shared unit program

Increase of utilization/positioning of AL in Retirement Centers

Conversion of AL to Alzheimer’s care

Aggressive cost control

Continue strong ancillary services growth

15

Sales and Marketing ExecutionIn late 2007, Brookdale began unifying the sales approach for the different products in concentration markets (“M3” program)

— Offers potential residents alternate care and location options at Brookdale as higher level of care is needed

— Currently being implemented in 12 markets with 13,600 units

Expect to implement in 23 markets with 20,700 units by mid-2009

Increased sales force Best clinical practices to close back doorUtilizing referral source basesBuilding national brandingIntroduced new powerful Website Loyalty program

16Cost Control InitiativesAggressive cost control measures have been implemented and continue to be monitored through 2009. Some not sustainable over long term.Objective is to maintain high quality service at the lowest appropriate cost

— 60% of cost structure is labor— 57% of FTE’s are healthcare workers/care givers

Changes include:— Reduced the non-direct care non-exempt work week from 40 to

37.5 hours— Froze salaries and wages— Revised employee benefits programs — Cut travel; more remote training— Increase purchasing savings

Result is a 2% to 3% cost increase (lower if utility and property tax increases abate)

17Ancillary ServicesA major differentiator from other senior living operatorsUtilized by existing residents to address acuity needsTherapy covers 33,500 units and home health over 14,000 units

Markets with Ancillary Service Operations

18

150 155

33 40

0

25

50

75

100

125

150

175

200

225

Q3 2007 Q3 2008Therapy Home Health

183195

28,199

33,353

14,440

7,405

20,000

22,500

25,000

27,500

30,000

32,500

35,000

Q3 2007 August 20085,000

7,500

10,000

12,500

15,000

17,500

Therapy Home Health

Types of Ancillary Services

Therapy: the most widely used service— Includes physical, speech and occupational therapy— Monthly FOI of $155 per occupied unit at the stabilized ARC units

Home Health: episode-driven service for post-operational / accident therapy— Residents utilize both therapy and home health for different needs— Monthly FOI of $67 per occupied unit at the stabilized ARC units

Units Being Served Monthly FOI At Stabilized ARC Units ($)

7% Increase in Profitability65% of BKD

units being served

19Expansions Initiative

Opportunity

— Take advantage of excess demand at facilities that are substantially full

— Add another level of care in a core market

— Unlevered returns of 12 – 15+% upon stabilization

Identified 60 facilities with expansion opportunities and 1 new development

— Completed expansions at 6 facilities in 2007, 7 facilities in 2008 and 8 additional projects are currently underway

— All equity required for 2009 projects contributed in 2008 – no additional corporate cash required

20Pro Forma Capital StructureIn the first two quarters of 2008 completed $431 million of secured financingLine of credit balance at $85 million at 9/30, down from $200 million at 3/31$267 million of current debt at 9/30, but $224 million has extension rights and $21 million subsequently paid off

Capitalization

(1) Assuming share price of $6.67 as of February 5, 2009

($000s, except where indicated) 9/30/2008

Cash 55,885

Debt 2,059,913 Capitalized Leases 322,653 Line of Credit 85

Total Debt 2,382,651

Equity Market Cap (1) 679,952

Total Capitalization (1) 3,062,603

Debt as % of Total Capitalization 77.8%

21

85

180

362

439

-

50

100

150

200

250

300

350

400

450

500

FY 2007 YTD 2008Existing New

Capital Structure ActivityCompleted $800mm of refinancings in 11 transactions in the last 2 years Except for the corporate line, no significant debt maturities in the next 2 yearsSuspended dividend in Q4 2008 – increases liquidity by $100mm annually

Refinancings Completed ($mm)

2007 & 2008 RefinancingsIncremental Proceeds of $535mm

Debt Maturity Schedule(1) ($mm)

Weighted Avg Maturity: 2013Maturing 2 Years: $197mm(1)

191

6

290

865

506

389

-

100

200

300

400

500

600

700

800

900

2009 2010 2011 2012 2013 2014 +

(1) Includes approximately $240mm on Corporate Line (including letters of credit) less $50mm of unrestricted cash at 12/31/08

22Debt Coverage Example

Origination of a mortgage loan on a proforma 100 unit building

— Average revenue per month - $3,700/unit

— Annual Operating Income (38% margin and 90% occupancy) -$1,518,500

— Adjusted for capex and management fee - $1,305,900

— Value @ 8% cap rate - $16,300,000

— Loan at 65% Loan-to-Value - $10,600,000

— Coverage at 7.5% debt constant – 1.64

— Debt to Cash Flow – 8x

23

Longer Term OpportunityThe senior housing industry remains highly fragmented with only a few large operators

— Over 15,600 properties with 1.9 million units— Top 5 operators control less than 10% of the total units— Only 5 of the top 50 operators are public and only 2 have market caps

greater than $500 mmCurrent economic challenges are likely to severely impact smaller, undercapitalized operators and may create attractive acquisition opportunities

Largest Senior Living Operators (1)

(1) Source: American Senior Housing Association (ASHA) survey and public company filings

% ofRank Company Properties Units Total Units

1 Brookdale Senior Living 550 51,847 2.7%2 Sunrise Senior Living 400 46,077 2.4%3 Holiday Retirement 299 35,000 1.8%4 Emeritus 289 24,822 1.3%5 Sunwest Management 281 23,158 1.2%6 Life Care Services 80 22,346 1.2%7 Erickson Communities 20 19,693 1.0%8 Five Star Quality Care 183 19,666 1.0%9 Atria 129 15,149 0.8%10 Horizon Bay Senior Communities 70 12,015 0.6%

1 - 10 2,301 269,773 14.2%11 - 25 925 98,987 5.2%

25 + 12,444 1,525,990 80.5%

TOTAL 15,670 1,894,750 100.0%

24Investment Highlights

Focused on sales execution, cost control and balance sheet health in near-term

Focused to take advantage of strong market presence and platform as economic environment improves

— Occupancy performance reasonably stable

— Well positioned business organization and platform

Significant growth potential from high return/low risk growth opportunities

— Growth driven by organic FOI growth and capacity additions (expansions)

— Significant growth in ancillary services to continue

Longer-term opportunities for acquisitions

Attractive valuation given imbedded asset value and growth profile

UBS Global Healthcare Services Conference – February 2009Brookdale Senior Living

26Non-GAAP Financial Measure Definitions

Adjusted EBITDAAdjusted EBITDA is a measure of operating performance that is not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). Adjusted EBITDA should not be considered in isolation or as a substitute for net income, income from operations or cash flows provided by or used in operations, as determined in accordance with GAAP. Adjusted EBITDA is a key measure of the Company's operating performance used by management to focus on operating performance and management without mixing in items of income and expense that relate to long-term contracts and the financing and capitalization of the business. We define Adjusted EBITDA as net income (loss) before provision (benefit) for income taxes, non-operating (income) loss items, depreciation and amortization, straight-line lease expense (income), amortization of deferred gain, amortization of deferred entrance fees, and non-cash compensation expense and including entrance fee receipts and refunds.

Cash From Facility OperationsCash From Facility Operations is a measurement of liquidity that is not calculated in accordance with GAAP and should not be considered in isolation as a substitute for cash flows provided by or used in operations, as determined in accordance with GAAP. We define Cash From Facility Operations as net cash provided by (used in) operating activities adjusted for changes in operating assets and liabilities, deferred interest and fees added to principal, refundable entrance fees received, entrance fee refunds disbursed, lease financing debt amortization with fair market value or no purchase options, other, and recurring capital expenditures. Recurring capital expenditures include expenditures capitalized in accordance with GAAP that are funded from CFFO. Amounts excluded from recurring capital expenditures consist primarily of unusual or non-recurring capital items (including integration capital expenditures), facility purchases and/or major projects or renovations that are funded using financing proceeds and/or proceeds from the sale of facilities that are held for sale. Beginning in 2008, our calculation of CFFO was modified to subtract principal amortization related to our capital leases that contain fair market value or no purchase options.

Facility Operating IncomeFacility Operating Income is not a measurement of operating performance calculated in accordance with GAAP and should not be considered in isolation as a substitute for net income, income from operations, or cash flows provided by or used in operations, as determined in accordance with GAAP. We define Facility Operating Income as net income (loss) before provision (benefit) for income taxes, non-operating (income) loss items, depreciation and amortization, facility lease expense, general and administrative expense, including non-cash stock compensation expense, amortization of deferred entrance fee revenue and management fees.

27Adjusted EBITDA ReconciliationThe table below reconciles Adjusted EBITDA from net loss for the three and nine months ended

September 30, 2008 and 2007 (in thousands):

(1) The calculation of Adjusted EBITDA includes merger, integration, and hurricane/tropical storm costs totaling $7.5 million and $4.0 million for the three months ended September 30, 2008 and 2007, respectively, and $12.8 million and $11.0 million for the nine months ended September 30, 2008 and 2007, respectively. Additionally, the calculation of Adjusted EBITDA for the nine months ended September 30, 2008 includes the effect of the $8.0 million reserve established for certain litigation.

(2) Includes the receipt of refundable and non-refundable entrance fees.

2008(1) 2007(1) 2008(1) 2007(1)

Net loss (35,877)$ (58,927)$ (94,455)$ (112,742)$ Minority interest - 5 - (506)Benefit for income taxes (22,338) (35,125) (54,996) (68,408)Equity in (earnings) loss of unconsolidated ventures (358) 309 750 2,362Loss on extinguishment of debt - - 3,052 803Other non-operating (income) expense (69) - 424 (238)Interest expense: Debt 30,743 31,290 90,365 84,482 Capitalized lease obligation 6,856 7,182 20,529 22,520 Amortization of deferred financing costs 3,004 1,151 6,940 4,878 Change in fair value of derivatives and amortization 8,454 43,731 17,344 30,893Interest income (1,383) (1,695) (6,169) (5,077)Loss from operations (10,968) (12,079) (16,216) (41,033)Depreciation and amortization 67,066 79,235 207,882 234,690Straight-line lease expense 4,709 6,451 15,675 18,815Amortization of deferred gain (1,086) (1,085) (3,257) (3,255)Amortization of entrance fees (4,707) (5,322) (16,527) (14,222)Non-cash compensation expense 6,737 7,138 23,368 26,150Entrance fee receipts(2) 11,526 14,369 30,395 31,333Entrance fee disbursements (5,856) (5,084) (14,331) (15,488)Adjusted EBITDA 67,421$ 83,623$ 226,989$ 236,990$

Three Months Ended September 30, Nine Months Ended September 30,

28Cash From Facility Operations ReconciliationsThe table below reconciles CFFO from net cash provided by operating activities for the three and nine

months ended September 30, 2008 and 2007 (in thousands):

(1) The calculation of CFFO includes merger, integration, and hurricane/tropical storm costs totaling $7.5 million and $4.0 million for the three months ended September 30, 2008 and 2007, respectively, and $12.8 million and $11.0 million for the nine months ended September 30, 2008 and 2007, respectively. Additionally, the calculation of CFFO for the nine months ended September 30, 2008 includes the effect of the $8.0 million reserve established for certain litigation.

(2) The September 30, 2007 amounts have been reclassified to conform to the modified definition of CFFO used for the current period.

(3) Total entrance fee receipts for the three months ended September 30, 2008 and 2007 were $11.5 million and $14.4 million, respectively, including $7.3 million and $5.7 million, respectively, of non-refundable entrance fee receipts included in net cash provided by operating activities. Total entrance fee receipts for the nine months ended September 30, 2008 and 2007 were $30.4 million and $31.3 million, respectively, including $15.2 million and $14.3 million, respectively, of non-refundable entrance fee receipts included in net cash provided by operating activities.

2008(1) 2007(1)(2) 2008(1) 2007(1)(2)

Net cash provided by operating activities 30,630$ 53,499$ 107,354$ 138,409$ Changes in operating assets and liabilities 2,062 (8,796) 13,303 (3,454)Refundable entrance fees received(3) 4,273 8,696 15,185 17,018Entrance fee refunds disbursed (5,856) (5,084) (14,331) (15,488)Recurring capital expenditures, net (6,965) (6,213) (19,616) (19,487)Lease financing debt amortization with fair market value or no purchase options (1,688) (1,456) (4,975) (4,174)Reimbursement of operating expenses and other - 1,168 794 3,110Cash From Facility Operations 22,456$ 41,814$ 97,714$ 115,934$

Three Months Ended September 30, Nine Months Ended September 30,

29Facility Operating Income ReconciliationThe table below reconciles Facility Operating Income from net loss for the three and nine months

ended September 30, 2008 and 2007 (in thousands):

(1) Entrance fee sales, net of refunds paid, provided $5.7 million and $9.3 million of cash for the three months ended September 30, 2008 and 2007, respectively, and $16.1 million and $15.8 million of cash for the nine months ended September 30, 2008 and 2007, respectively.

2008 2007 2008 2007

Net loss (35,877)$ (58,927)$ (94,455)$ (112,742)$ Minority interest - 5 - (506)Benefit for income taxes (22,338) (35,125) (54,996) (68,408)Equity in (earnings) loss of unconsolidated ventures (358) 309 750 2,362Loss on extinguishment of debt - - 3,052 803Other non-operating (income) expense (69) - 424 (238)Interest expense: Debt 30,743 31,290 90,365 84,482 Capitalized lease obligation 6,856 7,182 20,529 22,520 Amortization of deferred financing costs 3,004 1,151 6,940 4,878 Change in fair value of derivatives and amortization 8,454 43,731 17,344 30,893Interest income (1,383) (1,695) (6,169) (5,077)Loss from operations (10,968) (12,079) (16,216) (41,033)Depreciation and amortization 67,066 79,235 207,882 234,690Facility lease expense 67,017 67,708 202,028 203,365General and administrative (including non-cash stock compensation expense) 32,948 34,733 109,633 111,144Amortization of entrance fees(1) (4,707) (5,322) (16,527) (14,222)Management fees (1,527) (1,493) (5,604) (4,777)Facility Operating Income 149,829$ 162,782$ 481,196$ 489,167$

Three Months Ended September 30, Nine Months Ended September 30,