Bringing New Life to Senior Living TM

Investor Presentation

November 4, 2020

Forward-Looking Statements - Safe Harbor

Certain statements in this Investor Presentation 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 the Company's intent, belief or expectations, including those related to the COVID-19 pandemic and the Company's outlook. 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 the Company's ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Although the Company believes that expectations reflected in any forward-looking statements are based on reasonable assumptions, the Company can give no assurance that its 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 the Company's 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 the Company, on the Company's business, results of operations, cash flow, and liquidity, and strategic initiatives; government financial and regulatory relief efforts that may become available to business and individuals, including the Company's ability to qualify for and satisfy the terms and conditions of financial relief; events which adversely affect the ability of seniors to afford resident fees, including downturns in the economy, housing markets, consumer confidence or the equity markets and unemployment among family members, which may be adversely impacted by the pandemic; changes in reimbursement rates, methods or timing under governmental reimbursement programs including the Medicare and Medicaid programs; the impact of ongoing healthcare reform efforts; the effects of senior housing construction and development, oversupply and increased competition; disruptions in the financial markets, including those related to the pandemic, that affect the Company's ability to obtain financing or extend or refinance debt as it matures and the Company's financing costs; the risks associated with current global economic conditions, including changes related to the pandemic, and general economic factors such as inflation, the consumer price index, commodity costs, fuel and other energy costs, 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 the Company operates; the Company's ability to generate sufficient cash flow to cover required interest and long-term lease payments and to fund its planned capital projects, which may be adversely affected by the pandemic; the effect of the Company's indebtedness and long-term leases on its liquidity; the effect of the Company's non-compliance with any of its 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 the Company's non-compliance with any such agreements and the risk of loss of the Company's property securing leases and indebtedness due to any resulting lease terminations and foreclosure actions; increased competition for or a shortage of personnel, wage pressures resulting from increased competition, low unemployment levels, minimum wage increases and changes in overtime laws, and union activity; the Company's ability to obtain additional capital on terms acceptable to it; the Company's ability to complete its capital expenditures in accordance with its plans; the Company's ability to identify and pursue development, investment and acquisition opportunities and its ability to successfully integrate acquisitions; competition for the acquisition of assets; delays in obtaining regulatory approvals; terminations of the Company's resident agreements and vacancies in the living spaces it leases, which may be adversely impacted by the pandemic; risks related to the implementation of the Company's strategy, including initiatives undertaken to execute on its strategic priorities and their effect on the Company's results; market conditions and capital allocation decisions that may influence the Company's determination from time to time whether to purchase any shares under its existing share repurchase program and the Company's ability to fund any repurchases; the Company's ability to maintain consistent quality control; and a decrease in the overall demand for senior housing, which may be adversely impacted by the pandemic; as well as other risks detailed from time to time in the Company's filings with the Securities and Exchange Commission, including those contained in the Company's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in such SEC filings. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect management's views as of the date of this Investor Presentation. The Company cannot guarantee future results, levels of activity, performance or achievements, and, except as required by law, it expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.

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Our top priority is the health and well-being of our residents, patients and associates.

Brookdale is a vital part of the healthcare system. The majority of

our business is "needs based" and provides a quality and engaging environment for America's seniors.

We remain confident in the long-term need for senior housing, despite the current global COVID-19 pandemic.

OUR CORNERSTONES

Passion - Courage - Partnership - Trust

are more important than ever

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at a Glance

Senior Living Industry Leader

OUR MISSION

726 COMMUNITIES IN 44 STATES

Enriching the Lives of those we serve

States with Presence Brookdale Community

with compassion, respect, excellence

and integrity

OUR VISION

To be the nation's

First Choice in senior living

DIVERSE SERVICE CONTINUUM

Independent

Living

Home Health

Private Duty

Leased

Services

Owned

34%

50%

Units

Hospice

Assisted

Living

Skilled Nursing

Memory

Managed

Care

16%

  • 65,000

RESIDENTS

ABILITY TO SERVE

  • 17,000

PATIENTS/DAY

  • 46,000 EMPLOYEES

Brookdale statistics as of September 30, 2020

4

Senior Housing Provider

#1

94%

65%

provider of Senior Housing

Private Pay(2)

of our target senior population lives

in the U.S.(1)

within 20 minutes of a Brookdale

community(3)

BROOKDALE #1 IN UNITS OPERATED(4)

FAVORABLE OPERATIONAL TRENDS(5)

70,000

11%

60,000

50,000

40,000

30,000

20,000

10,000

0

Target population

living in senior

housing

11%

29%

of our residents

Move-Ins under

are Baby Boomers

age 80

65%

Executive Directors

Brookdale

LCS

Holiday

Five Star

Sunrise Senior

with community

Senior Living

Retirement

Senior Living

Living

2+ years

  1. National Investment Center for Seniors Housing & Care (NIC) IL, AL, and MC units, NIC Supply Set 3Q 2020
  2. Brookdale's Senior Housing segments' resident fees for the trailing 12 months ending September 30, 2020
  3. ESRI, Brookdale. Seniors population defined as age 75+ with an annual income of $50,000 or greater and within the United States

(4)

For Brookdale, actual units as of September 30, 2020; for peers, as self-reported in latest publication by ASHA, 2020

5

(5)

NIC for target population living in senior housing; Brookdale's proprietary analysis for community statistics

SENIOR HOUSING MIX

NEW STARTS AND OPENS

TOTAL CONSTRUCTION PIPELINE

Number of Communities

Number of Communities

MC

(1)

SNF 10%

Industry Supply Growth is Contracting from Changing Market Conditions

120

Starts

Opens

700

90

525

13% IL

41%

AL

36%

60

350

30

175

0

0

Shrinking Potential Impact on Owned and Leased Communities within 20 Minutes(2)

SNF

MC

3%

17%

IL

27%

AL

53%

100

Starts

Opens

75

3Q20 is 68%

3Q20 is 53%

lower than

lower than

50

2Q15 peak

2Q17 peak

25

0

300 3Q20 construction pipeline is ~27% lower than 3Q19.

200

Leased (L)

100

L + O

Owned (O)

0

Competitive landscape is highly fragmented with 2,500+ operators.

More than 90% operate five or fewer communities.

(1)

NIC data, as noted in NIC presentation is subject to future revision; industry data does not include Brookdale

(2)

Proprietary Brookdale analysis based on consolidated communities' historic trend data; NIC reported markets

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1 QUALITY CARE

2

& SAFETY

TESTING

HELPING SENIORS

LIVE THEIR BEST LIVES

TRUSTED PARTNER

4

3

7

Safety is our top priority.

Cross-functional clinical and operational expertise leveraged to implement proactive protection for residents and associates

PREVENTION

  • Refined strong infectious disease prevention and control practices and trained associates
  • Personal Protective Equipment (PPE) purchased at scale for associates and residents
  • Conducted health screenings of residents, associates, and visitors

CONTAINMENT

  • Limited associate travel and resident outings to try to reduce possible viral spread
  • Secured baseline testing for all communities
  • Quarantine when necessary
  • Grouped cohorts in Special Isolation Units, when warranted

TREATMENT

  • At a minimum, comply with CDC, state and local health guidelines
  • Identified resident needs for higher levels of care
  • Engaged leading medical centers for recommendations and guidance to complement the expertise of our own clinicians
  • Largest employer of nurses in senior housing with ~6,000 licensed nurses.
  • Industry leading 4.7 average star rating in Brookdale Home Health Agencies.

Brookdale statistics as of September 30, 2020

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Proactive & Continuing

Community-Wide Testing

Go Forward Testing

COMPLETE

Proactively initiated baseline testing for all 726 communities across 44 states

  • Year-to-date185,000+ tests completed for residents & community associates(1)
  • ~1% of our residents on October 31 were confirmed positive for COVID-19(2)
  • Testing available for community if a newly confirmed resident or associate COVID-19 case arises
  • Following state and local health department requirements for recurring or directed testing
  • Receiving and utilizing government rapid point-of-care tests(3)
  1. Year-to-dateis through October 31, 2020.
  2. Brookdale COVID-19 infection rate calculated from total number of known COVID-19 positive Brookdale residents on October 31, 2020 out of

all residents living in Brookdale communities on October 31, 2020. Individual community experiences may vary.

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(3) At certain communities, where provided

  • Brookdale rated highest on its response to COVID-19 as compared to other operators(1)
  • Demonstrated continued industry leadership during the pandemic
  • 50% of consumers actively searching for senior living gave Brookdale a rating of
    "Excellent"(1)
  • Facebook selected Brookdale to be featured as an exemplary leader of social media for COVID-19 response
  • Fewer healthcare professionals report they are recommending their patients delay moving into a
    senior living facility(1)

Real messages of gratitude sent to our

associates and caregivers during COVID-19.

See more at brookdale.com/thanks

(1) Online surveys sent to national survey panel participants in top 10 markets, including senior living prospects, their influencers and

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healthcare professionals; survey September 10-19, 2020.

Live Their Best Lives

Engaging Residents

  • New, less restrictive guidance for activities in many communities(1)
    • Small group dining and activities allowed with distancing
    • Family and friends may visit residents in apartments and/or open-air spaces
    • Fewer restrictions on residents leaving the community
  • Continuing in-room engagement, and promoting video conferencing and physically distanced interaction
    In recent survey, 75% of residents and family agreed programming resources and support for engagement had been provided during the pandemic.(2)

Welcoming New Residents(1)

    • In-personprospect introductions and sales meetings available at many communities
      • Indoor and outdoor settings
    • Move-inscan be followed with fewer restrictions 95% of communities are open for move-ins(3)
  1. At communities where allowed by state and local guidelines
  2. Based on data from 9,686 identifiable responses from a survey of over 10,000 current residents and their family/emergency

contacts conducted between August 20 and September 9, 2020.

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(3) On October 31, 2020

Updates

Executive Directors & Health-Wellness Directors

2020 Occupancy(2)

75%

Retention Rate(1)

84%

Weighted Avg.

Retention 70% or above for 11 of last 12 quarters

82%

1Q 83.5%

70%

80%

2Q 79.1%

3Q 75.6%

78%

65%

76%

60%

74%

72%

4Q17 1Q18 2Q18 3Q18 4Q18 1Q19 2Q19 3Q19 4Q19 1Q20 2Q20 3Q20

Jul Aug Sep Oct

Mar Apr May Jun

Average for Month

Month-end

2020 Move-Ins(3)

2020 Controllable Move-Outs(3)

5%

15%

-15%

5%

-35%

-5%

-15%

-55%

-25%

-75%

-35%

Jan Feb Mar Apr May Jun Jul Aug Sep Oct

Jan Feb Mar Apr May Jun Jul Aug Sep Oct

(1)

Community Leadership same community retention rates are based on a rolling 12-month average

(2)

Occupancy based on same community portfolio. Weighted average is based on units occupied.

(3)

Move-Ins and Move-Outs based on same community portfolio. Metric is stated for the month of the

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current year compared to the same month of the prior year.

Financial Impact Overview

$ 161 Mil Estimated lost resident fee revenue year to date(1)

$ 95 Mil

COVID-19 costs incurred year-to-date(1)

51%

23%

26%

PPE-medical supplies Labor related Cleaning-Other

$ in Mil(2)

Stimulus Program

Repayment Terms

Notes

(page 17)

$ 29

Provider Relief Fund: Phase 1 General Distribution

-

A

Up to

Provider Relief Fund: Phase 2 General Distribution

-

A

~$ 50(3)

TBD(3)

Provider Relief Fund: Phase 3 General Distribution

-

A

$ 7

Provider Relief Fund: Skilled Nursing Facility Targeted

-

A

Distribution and Nursing Home Infection Control Distribution

$ 10(3)

Employee Retention Payroll Tax Credit

-

B

(estimate)

$ 4

Medicare 2% sequestration suspension for 2020

-

C

(estimate)

$ 3

State Funding

-

-

$ 88

Medicare Accelerated and Advance Payment Program

~50% 2021

D

~50% 2022

$ 75

Payroll Tax Deferral Program

~50% 2021

E

(estimate)

~50% 2022

  1. Year to date as of September 30, 2020.
  2. Estimated 2020 impact of government programs as of November 2, 2020. As of September 30, 2020, we recognized

Other Operating Income of $37.5 million and Working Capital of $138.8 million. See page 17 for notes.

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(3) There can be no assurance that we will qualify for, or receive, grants or tax credits in the amount we expect.

~$500M cash(1) as of 9/30/2020

2020 actions to enhance liquidity:

January:

Completed Healthpeak transaction, year one expected benefit $98M

March:

Drew revolver; replaced the majority of 2020 maturities with new 10-year debt

August:

Refinanced Credit Facility Assets with Freddie Mac Mortgage Loans

  • September: Replaced substantially all of 2020 and 2021 maturities with new 10-year debt

Ongoing:

Reducing elective Capital Expenditures

Ongoing:

Helping lead the industry to pursue and receive government relief, outlined on prior page

2020 completed lease restructuring:

  • Ventas:
  • LTC:

Debt

(in Mil)

$3,000

$2,500

$2,000

$1,500

$1,000

$500

$0

Lease restructured: aggregate cash rent reduction of $500M with 2H 2020 cash benefit $42M(2) Negotiated lease flexibility with multiple renewal options in 2021, 2025 and 2030

Weighted Average: Debt maturity of 6.8 years, at average rate of 3.59%

Weighted

Rate

5.0%

3.9%

4.3%

4.3%

4.0%

3.6%

3.5%

3.5%

3.0%

2.0%

1.0%

0.0%

2020

2021

2022

2023

2024

After

Debt on 12/31/2019

Debt on 9/30/2020

Weighted Rate

(1)

Cash and cash equivalents and marketable securities

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(2)

Excludes $119.2 million one-time cash lease payment made to Ventas at closing of the restructuring

Capital Preservation

Reducing costs and expenses:

  • Negotiated significant lease expense reductions
  • Refinanced debt and lowered interest expense
  • G&A year-to-date(1) reduced by 11%
  • Flexed marketing investment
  • Scaled HCS OpEx to match revenue
  • Negotiated landlord reimbursed CapEx

Shareholder Value Creation

1%

$20M

Growth in

in Operating

Occupancy

Income(2)

24 hours a day

365 days a year

Enriching the lives of those we serve through industry-leading services

1%

$25M

Rate increase above

in Operating

Expense inflation

Income(2)

Focus on Long-Term

Focus on Long-Term

Value Drivers

Non-

Value Drivers

Development CapEx

Share repurchases

Development CapEx

Debt paydown

Acquire/sell select assets

New revenue streams

  1. G&A year-to-date actual compared to the same prior year period, excluding transaction and organizational restructuring costs & non- cash stock-based compensation

(2) This represents a long-term illustrative scenario on a trailing 12-month basis as of September 30, 2020 for consolidated senior housing

15

communities, rounded to the nearest $5 million; the results of an actual 1% change may vary by quarter

Appendix

Bringing New Life to Senior Living TM

Notes

Data as of November 2, 2020. We continue to seek further government-sponsored financial relief.

  1. We have accepted $36.4 million of cash for grants under the Public Health and Social Services Emergency Fund (Provider Relief Fund). We have also applied for additional grants pursuant to the Provider Relief Fund's Phase 2 and Phase 3 General Distributions. According to current guidance, the amount of Phase 2 grants are expected to be based on 2% of a portion of our 2018 revenues from patient care, and Phase 3 applicants will receive grant amounts to ensure that they have received approximately 2% of their annual patient care revenue, plus an additional percentage of their change in revenues minus their operating expenses, in each case from patient care attributable to COVID-19. Grants 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. The permissible uses of grants from the Nursing Home Infection Control Distribution are further limited to certain infection control expenses. There can be no assurance that we will qualify for, or receive, grants in the amount we expect, that additional restrictions on the permissible uses or terms and conditions of the grants will not be imposed, or that future funding programs will be made available for which we qualify.
  2. We continue to evaluate our eligibility to claim the employee retention tax credit under the CARES Act for certain of our associates. There can be no assurance that we will qualify for, or receive, tax credits in the amount we expect.
  3. The CARES Act temporarily suspended the 2% Medicare sequestration for the period May 1, 2020 to December 31, 2020, which will primarily benefit our Health Care Services segment. This suspension had a favorable impact of $2.5 million on the segment's resident fee revenue for the nine months ended September 30, 2020, and we estimate that the suspension will have a $1.5 million favorable impact on the segment's resident fee revenue for the three months ending December 31, 2020.
  4. Under the Accelerated and Advance Payment Program, we have received acceleration/advancement of 100% of our Medicare payment amount for a 3-month period. The Continuing Appropriations Act, 2021 and Other Extensions Act, enacted on October 1, 2020, amended the repayment terms for accelerated/advanced payments. As amended, recoupment of accelerated/advanced payments will begin one year after payments were issued. Payments will be recouped at a rate of 25% of Medicare payments for the first eleven months following the anniversary of issuance and at a rate of 50% of Medicare payments for the next six months. Any outstanding balance of accelerated/advanced payments will be due following such recoupment period. We expect recoupment of approximately $44 million in 2021 and recoupment or repayment of approximately $44 million in 2022.
  5. Under the CARES Act, we have elected to defer payment of the employer portion of social security payroll taxes incurred from March 27, 2020 to December 31, 2020. One-half of such deferral amount will become due on each of December 31, 2021 and December 31, 2022. As of September 30, 2020, we have deferred payment of $50.1 million of payroll taxes and intend to defer an additional approximately $25 million of the employer portion of payroll taxes estimated to be incurred for the fourth quarter of 2020.

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Bringing New Life to Senior Living TM

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Brookdale Senior Living Inc. published this content on 04 November 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 November 2020 22:00:24 UTC